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HomeMy WebLinkAboutPD14-137 - Amendment - #1 - Blumenthal Uniform Co., Inc. - Notice of Transfer of Ownership to Galls, LLC - 01/21/2015 i Records Ma '. 6 rne KENO' Document W/.SHIN OTON :{yJ i Irk' 01 Nth rt 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: Blumenthal Uniforms & Equipment / Galls BUC LLC Vendor Number: JD Edwards Number Contract Number: PD14-137 This is assigned by City Clerk's Office Project Name: Police Dept. Uniform & Equipment Purchasing Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract ❑ Other: Contract Effective Date: 5/28/2014 Termination Date: 12/31/2015 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Sara Wood Department: Police Dept. Contract Amount: i Approval Authority: ❑ Department Director ❑Mayor ❑City Council Detail: (i.e. address, location, parcel number, tax id, etc.): Amendment to original contract. Blumenthals purchased by Galls LLC, needed contract to reflect the name change. i I i adccW10877 8 14 i i I ICE AI�" " AMENDMENT AND RATIFICATION OF GOODS &SERVICES AGREEMENT I (between City of(Cent;Blumenthal Uniform Co.;Galls BUC, LLC;Galls BPU,LLC;and Galls,LLC) j THIS AMENDMENT AND RATIFICATION OF GOODS & SERVICES AGREEMENT ("Amendment and Ratification") Is made between the CITY OF KENT, a Washington municipal corporation ("City"); BLUMENTHAL UNIFORM CO., INC., a Washington corporation ("Blumenthal"); GALLS BUC, LLC, a Washington limited liability company; GALLS BPU, LLC, a Washington limited liability company; and GALLS, LLC, a Delaware limited liability company ("Galls"), I. RECITALS 1,1 The City entered into a Goods and Services Agreement with Blumenthal on May 28, 2014 ("Agreement"), wherein Blumenthal agreed to provide the City uniforms, uniform accessories, uniform tailoring, and uniform alterations for the Kent Police Department on an as- needed basis, The original term under the Agreement is through December 31, 201S, though the Agreement may be extended for up to three(3) additional one-year terms for a maximum term through December 31, 2018, A true and correct copy of the Agreement is attached and Incorporated as Exhibit I to this Amendment and Ratification. 1,2 Since executing the Agreement, Blumenthal sold, assigned, transferred, and conveyed certain assets, including Blumenthal's Interest In the Agreement, to Galls BUC, LLC and Galls BPU, LLC, pursuant to a Bill of Sale and Assignment executed on November 14, 2014. A true and correct copy of the BIII of Sale and Assignment Is attached and Incorporated as Exhibit 2 to this Amendment and Ratification. Subsequently, and In accordance with that BIII of Sale and Assignment,Galls BUC, LLC and Galls BPU, LLC,further assigned their interests in the Agreement to Galls. See Exhibit 2, The Agreement provides In Section XIV.E, that the City's written consent Is required before any assignment may take effect. 1.3 Through this Amendment and Ratification,the City Intends to provide its consent to the referenced assignments. The parties desire to amend the Agreement to reflect these two assignments and to reflect the current contracting parties and their current contact Information, In addition,the parties wish to ratify and affirm any and all acts consistent with the authority of the Agreement and this Amendment and Ratification and prior to the effective date of this Amendment and Ratification. I II. AMENDMENT AND RATIFICATION ! NOW THEREFORE, In consideration of the mutual intent, desire, and promises of the parties and other good and valuable consideration,the City; Blumenthal; Galls BUC, LLC; Galls BPU, LLC; and Galls, LLC agree as follows: 2.1 Consent to Assl nit. In accordance with Section XIV.E. of the Agreement, by signing this Amendment and Ratification, the City of Kent provides Its written consent to the Agreement's Initial assignment from Blumenthal Uniform Co„ Inc, to Galls BUC, LLC,and Galls BPU, LLC; and Its written consent to the Agreement's second and subsequent assignment from Galls BUC, LLC and Galls BPU, LLC to Galls, LLC, each assignment taking effect on November 14, 2014. The City's consent, however, is conditioned upon the full execution of this i AMENDMENT AND RATIFICATION OF GOODS &SERVICES AGREEMENT- 1 (btrvn.City of Kent;Blumenthal Uniform Co.,tnc.;Galls HUG LLQ Galls BPU,LLC;and Galls,LLC) i I I i Amendment and Ratification by all parties and the City's receipt of Insurance documents from Galls as provided for in Section 23 below, Section XII of the Agreement, and Exhibit B to the Agreement. See Exhibit B to the attached and incorporated Exhibit 1. By executing this Amendment and Ratification, Galls, LLC agrees to perform as provided for In the original Agreement and to be bound by the Agreement's terms and conditions, except as expressly amended by this Amendment and Ratification. The City of Kent's consent to this assignment, however, shall in no way waive any rights the law may provide the City against Blumenthal should any breach of the Agreement occur. 2.2 Vendor's Business Name and Contact Information. In accordance with the assignment provided for In Section 2.1 above, the name of the vendor providing goods and i services under the Agreement shall be revised from Blumenthal Uniform Co., Inc. to Galls, LLC, whose tax Identification number is 20-3545989. The notice address provided for in Section XIV.D. of the Agreement and on the Agreement's signature page Is revised to further include the following information for Galls, LLC: Galls, LLC 21621 Pacific Highway South Des Moines, WA 98198 (206) 878-5477 (telephone) (206) 878-5922 (facsimile) c, , y &7 fi Lximet t k 'r;rRnS(email) ez. 2.3 Insurance. At the time Blumenthal executed the Agreement,It provided the City with a Certificate of Insurance evidencing Insurance coverage in the types and amounts set forth In Exhibit B to the original Agreement. In addition, Blumenthal also provided an endorsement naming the City as an additional Insured under Blumenthal's Commercial General Liability coverage for the duration of the Agreement. Exhibit B to the Agreement is amended to append to It a Certificate of Insurance for Galls, LLC evidencing Insurance coverage in the types and amounts set forth In Exhibit B to the original Agreement and an endorsement naming the City as an additional Insured under Galls, LLC's Commercial General Liability coverage for the duration of the Agreement, a true and correct copy of these required Insurance documents Is attached and Incorporated as Exhibit 3. 2.4 Ratification. All acts consistent with the authority of the Agreement and this Amendment and Ratification and prior to the effective date of this Amendment and Ratification are hereby ratified and affirmed, and the terms of the Agreement and this Amendment and Ratification shall be deemed to have applied. 2.5 Remaining Provisions. Except as specifically amended by this Amendment, all remaining provisions of the Agreement shall remain In full force and effect against the parties. IN WITNESS, the parties have executed this Amendment, which shall become effective on the last date executed below. i Blumenthal Unif r Co., Inc. CITY OF KENT: By. --� By: Print Nam Gl�L Print`Na "e: Suzette Cooke Title: Title: ,- � .y_qr Date: AMENDMENT AND RATIFICATION OF GOODS &SERVICES AGREEMENT- 2 (bhvn.City of Kent;Blumenthal Unifoom Co.,Inc,;Galls AUC,LX,,Galls BPU,LLC;and Galls,LLC) I I Galls BUC, LLC 7) A pp�4, e,, as to Form: By: By:�s" Print Name: 2. As nt/Clty Attorney Title:- Date: Galls SPU, LLC BY: Print Name: 2, J, Title:—, Date: Galls, LLC By: Print Name: 6 Title: Date: it, 17,,v, It Re A.1I.I..t­ AMENDMENT AND RATIFICATION OF GOODS & SERVICES AGREEMENT- 3 (btln.City of Kent;Blumenthal Uniform Co.,Inc,;Galls BUCLLC,Galls SPU,fIE;and Galls,LLC} i i Exhibit 1 Goods and Services Agreement,between City of Kent and Blumenthal Uniform Co., Inc. i May 28,2014 � I i fill I I i i I III I i I I KFIN " GOODS & SERVICES AGREEMENT between the City of Kent and Blumenthal iJniform Co., Inc.,, d/b/a Blumenthal Uniforms & Equipment THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Blumenthal Uniform Co., Inc. d/b/a Blumenthal Uniforms and Equipment, organized under the laws of the State of Washington, located and doing business at 21621 Pacific Highway South, Des Moines, WA 98198; (206) 878-5477 (contact Apryl Stewart) (hereinafter the "Vendor"), AGREEMENT I, DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services'for the City: Uniforms, uniform accessories, uniform tailoring, and uniform alterations for Kent Police Department employees and volunteers ("uniformed employees") provided to the City on an as-needed basis, and available for over-the-counter sales and direct or online sales and shipment, This contract is based upon the existing bid, contract, and price list established between Vendor and the State of Washington under Contract #06810. Those Items purchased by the City off of state Contract #06810, and identified on the attached and Incorporated Exhibit A under the "Special Instructions" column as "State Contract," shall be provided by Vendor to the City In accordance with the quality, measurement, and other specifications provided for by state Contract #06810, Those Items In Exhibit that are unique to the !Cent Police Department shall be of the same type, quality, and specification as they exist at the time the parties execute this Agreement, and no alteration or substitution of any Item in Exhibit A whether purchased off the state contract or unique to the City, Is permitted without the express written authorization of the City. Standard tailoring and alteration services shall be provided at no additional cost for all new items purchased under this Agreement, which shall customize the fit of a purchased uniform to Insure a proper and precise fit to the uniformed employee. Any exceptlons to this alteration process are detailed on the attached and Incorporated Exhibit A as an additional charge under the column "Cust Price," Exceptional tailoring services or repair work not identified on Exhibit A shall be charged at the rate mutually agreed upon by the parties, on a case-by-case basis. Uniformed employees will visit Vendor during regular business hours for uniform fittings. However, Vendor agrees to perform uniform fittings at the !Cent Police Department on an as-needed basis as may be determined by the City in consultation with the Vendor. I GOODS &SERVICES AGREEMENT- 1 (Over$10,000,00, Including WSST) I i 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 December 31, 2015. However, upon the parties mutual agreement, this Agreement may be extended for up to three (3) additional one-year terms: Exercising an option to extend this Agreement for one of these additional one-year terms must be completed by execution of an amendment to this Agreement. However, in no event shall the term of this Agreement be extended beyond December 31, 2018. III. COMPENSATION. The City shall pay the Vendor, based on past usage, an estimated annual amount not to exceed $100,000, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. This "not to exceed" amount Is provided as an estimate only and is In no way a guarantee of the payment the Vendor can expect to receive during the term of this Agreement. This estimate Is based on the number and type of uniform garments that the City reasonably expects to purchase from the Vendor annually during the term of this Agreement. However, because the City's uniform needs s amount may he parties agend on ree t number xtend employees Agreement after thfe iniltial two-year term,fluctuate nd should and thewn, if annual not to exceed" amount provided for In this section prove Insufficient to cover the costs associated with that extension, the parties shall properly negotiate and execute an amendment to this Agreement, However, by its execution of this Agreement, the Vendor agrees that the purchase rates It charges the City during the Initial term of this Agreement, or any exercised extension option, shall remain locked at the rates originally provided for within this Agreement, unless the City provides its express written authorization for any price increase. The City shall pay the Vendor the following amounts according to the following schedule; Vendor will be paid on a monthly basis for services rendered and goods received during the prior month In accordance with the Price Llst attached and incorporated as Exhibit A. Invoices will be paid within thirty (30) days after the City's receipt and acceptance of the goods or completion and acceptance of the services. Payment periods will be computed from either the date of delivery of all goods ordered, the date of completion of all services, or the date of the City's receipt of a correct invoice, whichever of these dates is later. No payment shall be due prior to the City's receipt and acceptance of the items identified In the Invoice thereof. 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 ar 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 may obtain the goods, materials or services from ather sources, and Vendor shall be liable to the City far any additional costs Incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by GOODS &SERVICES AGREEMENT- 2 (over$to,000.00, including WSST) i II the City beyond the maximum Agreement price specified above. The City further reserves Its right to deduct these additional costs Incurred to complete this Agreement with other sources, from any and all amounts due or to became due the Vendor, 1 B. Finai Payment: Waiver of Ciaims. 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 j 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. i F. The Vendor 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 an the signature block of this Agreement. VI, CHANGES. The City may issue a written amendment for any change 1n 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, i 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 j 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 GOODS &SERVICES AGREEMENT- 3 (Over$10,000,00,Including WSST) i i I Vendor on all equitable adjustments, However, If the patties are unable to agree, the City will determine the ate, The Vendor amended wo keupotnble adjustment as receiving either alwrrittensamendmdent from the City orall anporal odrdeith r from . the City before actually receiving the written amendment. if the Vendor fails to require an norin the time'allowed, the Ve subsequent mor amendmentl endment requests for that portion ofa the scontraitsgcttwork,aIf the Veke anynndor aim disagbr els 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. j 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. VXX, 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 I 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; 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 5, 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 GODDS &SERVICES AGREEMENT- 4 (Over$10,000,00, including WSST) i i i for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. i C. Vendor's Dui to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goads, materials and services required by the City under this Agreement. i 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). G E. Failure to Follow Procedures constitutes Waiver. By falling 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 OP 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. XX. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall,correct all defects In workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City, The Vendor shall begin to correct any defects within seven (7) calendar days of Its receipt of notice from the City of the defect, If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs Incurred by the City In order to accomplish the correction. 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, i XL INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, offlciais, 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 i GOODS &SERVICES AGREEMENT- 5 j (Over$10,000,00, including WSST) ! I i I i 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 R ACKNOWLEDGE THAT THEY HAVE MUTUALLY INDEMNIFICATION. THE PARTIES FURTHE 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 Ibeen Is sua ewrongfu�refusal) on by e tribunal to ra reed ) court having jurisdiction (or other g Vendor's part, then Vendor shall pay all the City's costs for defense, Including an all reasonable because there fees and reasonable was a wrongful refusal to the Vendor'plus he City's legal costs and fees incurred The provisions of 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 Ex hi l B attached and Incorporated by this reference. XYII. 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. MISCE 1-ANEOUS PROVISIONS. A. Racyclanie 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 lama shall be and remain In full force and effect. C, resolution of Disputes and Governina Law. This Agreement shall be governed by and construed In accordance with the lads 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,, hallonly Court, be by filing suit exclusively under the venue, rules and jurisdiction of the King Ysuperior 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 GOODS &SERVICES AGREEMENT 6 (Over$10,000.00, including WSST) i i I 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; prov ded, however, nothing in this paragraph shall be construed to limit the City's right to Indemnification under Section XT 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 mall, 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. i E. Assianment, 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 terns of this Agreement shall continue in full force and affect and no further assignment shall be made without additional written consent. F, Modification. Na 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 Vendor. G. Entire Aareement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or i 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, Further, the representative(s) signing this Agreement on behalf of the Vendor and the City each swear under penalty of perjury that he or she Is authorized to enter Into this Agreement on behalf of the party for which he or she signs, and that action is binding on the respective party, H. Co npIIance 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 1 / li / 1 1/ i GOODS &SERVICES AGREEMENT- 7 (Over$10,000.00, Including WSST) i I i I. Countemar . This Agreement may be executed in anYethetber constitutenthis orne each of which shall constitute an original, and all of which will tog Agreement. IN WITNESSr the parties below execute this Agreement,which shall become effective on the last date entered below. VENDOR: CITY: BLUMENTHAL UNIFORM CO„ INC. CITY OF I<ENT d/b/a Blumenthal Uniforms & Equipment �sf By: — By {stgnatu e) {srgnafu ) Pri Na zette Cooke Print Na e: t it Mayo, Ile) DATE: DATE: ! — NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR; CITY OF KENT: Attn! Apryl Stewart Attn: Cindy White Blumenthal Uniforms &Equipment City of Kent Police Department 21621 Pacific Hlghway'South 220 Fourth Avenue South Des Moines, WA 98198 Kent, WA 98032 (206) 878-W7 (telephone) (253) 856-5872 (telephone) (206) 878-5922 (facsimile) (253) 856-6803 (facsimile) AP ED AS TO FORM: � II en epartment i P.idriR}i1viApro Fd,A16)6bhmmlkSAAlumml��Vdtnim-OoMnMSnYAv,,-0fkS14GtPhHduo i i i GOODS &SERVICES AGREEMENT 8 (Over$10,000,00,including WSS7) I DECLARATION CITY OF KEhtT 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; i 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, i 3. During the time of this Agreement the prime contractor will provide a written statement to ail 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. S, 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 requ?rements referenced above. By: — For;+ftmco"Aai tlA'(111) Title: kWA1 mat r, Date: ----- i I EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMIidISTRATIVE POLICY I NUMBER: 1,2 EFFECTIVE DATE: January 1, 1998 II i SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Tim White, Mayor O C 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 writtenan equal opportunity em employer. tement to l new mployees and subcontractors Indicating commitment 2, Actively consider for promotion and advancement available minorities and women, Any contractor, subcontractor, consultant or supplier who willfully disregards the City`s nondiscrimination a ion and sionuor term natiion for ty gall ompart of thuireents le AgreemenContract t considered be in breach of contract and ctors of Works Departmliance ents to asicers sum tlll e appointed by the hefollowing duties for theirerespectivel Parks, and Public 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, pollcies and guidelines, i I i i I i I I EEO COMPLIANCE DOCUMENTS - 2 of 3 I I • � I CITY OF KENT EQUAL. EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT i 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 COMPLTANCE DOCUMENTS - 3 of 3 i i EXHIBIT A j Pa@a 1 L s @T. O0 WMn ACT VR I azNb Je RR C,6 Uaur 62 Rnn tots 4J15J14 DnvMaugm um"AN9 Atm Timo 4a43 RN 1 <1>-G4cntombx/Stem code, <2>-wOtoms cwstmner/sereta�alxte+•cone )SSURC%orrsons) $ort W21337 RBNDPD to 2(aWPPD I.. Not=-Color Contrast Dept, 0AXN I Cestoner TYPet ALL Venaor Cods, All. naPnxtmbnt coca, 01400 00", item Codes ALL beeatim Cods, Yost '.... Seleombn Coast AUL xA>=All CVstwneXe opt xant TYPB WSIA)? W. <Cr-Contrantr <Br-@peaifioaticns, print Met Dots {YJN)7 N ! erint Retail Yri0s (rill)T H print Met Pxias (TIN)? Y cY>-Mai3-in@ pormst for Wi,,dw anvolope (log*74Per3, <Nr-Report Format yeit(nH Yormst (YJN)Y N Yxlnt Item DDtai1 SRJNS? 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HUM COda ftafeY6APe ___ -•••-_ ••••- _-___.....-- ib.a0 BTATE COHmmer 228 D16900 7N169NP/ST62NY ammT.-✓ta IIOAaStdYr NAVY &.00 aSw W","RACK Mum R P50023 6/0 TSN ReSa 9 BAD C 3511J2 SHCRRABD OEM Ifl t43T+ITAAY CRBA08A IN 1 66.95 C4.ADH A Olt B tlPTZON/NO CLOTN!W4 OU 020314 204109 D6 ORMT LIB PaRPBCT HhWH IF CLAOR A i D.bb C 350012 8/0 m One's ERN DHBL2M RhCR SLAB" 7.DD 0 351326 ORZM g8q` ZZPPEA wlavrTDNB 1 69.90 CT+AUH D/14UST)RAVE CLOTH HMO 97 020316 2503Y 06 ORRRT D/D PBRPRCT MATCR 0400 t H RNaty ShCR BLREVB 1 e/O TFO eNB B UH 1 0.00 C 350023 C 361I26 6NHIPa DEN ZIPPER w/ntIMONO 0.00 A90VR R7ANT PO0Y3m BJO NA146 OTH NAME BHOLDN ON OARHOUT 1 5.00 PEARL CAGY OR NMSTA M COW C 360180 BRDA a DOOR 3 tl 342291 a8➢tDai NA14EaPA0 3/4'YS° int NAVY 69.95 Was D/HEST HAVE MOT" NAHE 90 026317 264R39 86 0/0 aml'S/0 PSRFBCT Nh'1Q{016 9.0D 1 ' 0 350023 E(0 TWO.F.Mer$ sm EM9LDM HACK OLUTIM 1 7,00- 8EW Broom wlaUTTON9 0,00 ABOVE RT POo"T C 35120 O/ZZPH i C 150120 8/0 tUJiE ON 3W4E atanu30d DN aADMBNP 5.00 1'aAR4 (1RRY OR NOROSTOM GOLD C 342291 22DN0N NANSTAO 3/4'19° DR NAVY DADA A DAOR 1 7P.88 CUAHS a PA1Yf OPT101f 91 D30644 39300 86 PRiT1'/NBHH/rUVY/CA800 04.95 CaA9S U DWI Ova0N 92 030692 39300 06 010 PANYjMSHBlNAVY(ChR00 94 o5 p,"s ➢ PAW OPTIOA 91 030707 393DO NOT PANT(MBNB/CARriO/YARFaCT HAT 64.96 CLASH A PWrr OFPIOH 90 030723 93POOD 0/0 PAST LAPD 01VY PLY/AYR/LYC 0 69.P6 CLA8s A PANT 601" 44 03D724 H39400 O/02 PANP 4APD HVY PLY/RIN/1.YC 0 44.99 DmRTE COHTBAC'r 2n 031271 74003-124 PNC'lMRHH/DRNAVY/TDU(RIP Rm sa,Do APO 031650 39400 T6 PAST/HRN91PDApOCT NhTCH 4A 99 S'TATR came Cr 224 031922 7§280-72A PA3YP/14"9/DA NAVY/T'hCLITB T 79�96 OCRs n RMT OPTT" . 99 04027 39)ODW 96 PAHTJBOw2HA/0AVY(POLYRAY LY 84,50 CLAHg'D DMT OPTZON 10D 040344 39300w 06 0/8 PANT/hOMHti9/310.Vf/POLYPAY LY 249,99 )UTY JACNRTr IiAVY 200 050949 40001-724 YRCKS`t'/t98Ns/3Iti1 UTws CWMCT 9,95 ON FLhF AND ON 11I"8R C 3435P3 101!4 PANELJRRpLL2V8 POLICD)J.5 X 2 Oleo ON AN COAT D LINER E/0 NAAR eEM NA14E MOUTH ON ORBHBNP 2 ,COAT RNO LINeft C 350120 2 000 O 360P23 S/0 TRD'Brm ra 8H% BNBLEw ShC1I BLSBVB 0,00 COAT AYeo LYNER C 3$5000 810 DADDR 8LR mco DNeLRN OH Ommm 2 Bloc FRARL CRRY OR NORDSTROM GOLD C 342201 22WM7 HJUMMI 3/4°0° DK NAVY BRDR &BIWR 2 0.00 C 350015 6/0 PAHBL OUO WON Rt49/PAm OH ORBM 2 I i I i C O N T R A C T Pa00 3 ROD bate 4f25114 UBer 62 Rutt Tama 4,43 YN DLOHENmt.DNI90RHB (253) 866-5800 CoPErBat KBNTPQ RHNT POLZCS D6PP, P" (260) 866-6003 LAPIN PATRPL UNTOORHS Wcpita DOtei 3/01/13 min KBNP, WA P0032 � I DPDATRO 12.17-1342, PRTOIAU HASEA t9i NA BTATB CO:IPSACT . OPPICSR$'CAH WRCROSH ANY PLAIN TOR Door VP TO ACADTA $220 NN#B'PAPR' Hwpw mm AT POCKHT(H/11/12-62 f nylon"leather, ffiver vhoive Litt Item Vendor IkOm Retail wet 9PDeial Nun Coda R9fare0ee mooription 4ty Price Price IDetmoti.one ------ ---------- 201 050956 40001-724 0/8 OACKSP/NmISJd IN 1 a59.99 DVPI JAORHT STATE CORTRACV C 350023 SJO ORO HMHi$ am DHBLEN HACK ODOM 2 0,00 COAT AND L3Ns& ' POLTC8J3,5 X 2 4.95 FLAP AND LINER C 343593 10170 PANEL/REFLCTOR j C 355000 8/0 DAWB SRw HADDE E4ffi+B4 074 OARMs}tP 2 0100 COAT ADO =OR C 336120 8/0 1000t SBH NAHE &[BL9N ON tluww 2 0.00 COAT AND LINER C WOOL 22DH a PH04S7AV 3/0's. AX law PRIMkZvOR 2 OMPEARL"By OR NORDSTROM amD C #50016 8/0 PANBG DRI4 LARDS EMIPAHBL ON OARN 2 191 051794 40112-019 EACRHTIH8N8IDGPCXIOADRB 2 D 20.00 DSTM=XVB STATE WHtP.ACP C 3$0046 POLTOaWRYTH 1TH 1� T11BRIO POLZOS, WRIT% 1 5.0D C 330034 POLTCBRIIITD 3TH 3. TNSRHO POLICE, DeYTS 1 9.95 C 355000 0/0 HAWB MM BADSS EHOGRH Oil RHH OAHT i 0.00 BILVBR OR OOLD 192 051000 40122-019 of$ SAHRB JACM Sam 0/0 240.00 DETECTIVE STAT9 COMAW C 330046 YOLTCEWITR 1TR 1° THRRHO POL108, WBITB 1 5,00 C 330014 POLTOBSBITE 3TH V TRRANO POUCH, MUD 1 9.95 C 365000 0/0 DAWB SEH DAISES rM011PH OH VAmaeNT 1 0.00 COLA OR SILVER 190 07OS49 00 PM X-26 POCKET, WRR X-26 23.00 199 070369 ORLG/POR/CON PK POCKET, JS "LL/PAOBR/CO9AN 10.96 196 0%03T1 SC2001TPD 00NP$OIT, TACOHA PA$AEC 475.00 OPPICER HOST PAY DIPPRRRNOE FROM NBDIVR REIM 627M 0DRTRACT 0.00 C 300023 8(O TnnlS HN818 DBW EtmaLHN SACK OGSBVB C 366000 8/0 DADOS DBW DADOH RMBLBM ON OARIRNT 1 0.00 , C 360120 610 NAME EBW NAMH RNHI.LN Ott omuelRT 1 0.00 C 349611 TPD "vrNT 1'Xp DKNPY HR9RO/DADA am 1 0.00 PEARL ORGY OR NORDSTROM GOLD '.,..., 197 070373 902006TP0 JVMP$VIT HID WT TACOHR PO 8 405.00 $LATE CONPAACT. NAa7 JOMPSUIT NAVY C 3SO021 8/0 2550 flWR,B ERH$MRLBN. HACK SLIM" 1 O,OO C 365000 a/c BADOE am moo RMBLRH ON WHENP 1 0.00 d 350120 0/0 NANB am uhma HMBLDM OR OPOWNT 1 0.00 O 343610 TRA MOA`t I.X5. VK DNORA/Bnm Him 1 9,00 PEARL ORRY OR NORDSTROM QOLO C 330317 4. POLTCR/RBFL PAM, APPLY TO MWVIT 1 10,00 C 99RPPO NOT06 Dares I 0.00 MAY PAY POR VPORAOS TO tIHAVY-14T i i Pago 4 C ONTR ACT PAT C iNC( 0P E Ueer 52 Sao Date 4(16/34 - D4VNR}7;wA qN}pqs s RUB Times, 043 TN (263) 866-5900 CODtraPt SEEM RENT PoL109 ABPT, (263) 066-6801 14,SN PATROL U1D2'PRMB E Pisa Adtat 7(O1/13 MAIN XENm, WA 900$2 UPDATRO lxh7-L3-62, YALCIAtl SOB Br STATE T VADTA $220 OYYTCS94 CAN POROS"R ANY PLAIN NAWSTAYE TO a5 POT AHOYR AT p0C1LRTlElllf}2-s2 AY1aA or lodthor, CffA"e Chaise j I i RetaLI CBOt Epbaiml qty PrlCe WiveL15, kttrm PoAdor Stg TnmbnotiC . Rom LDao Rafom" neticciption --- ---- 6.50 STATE CONTRACT 219 090106 also"Mtn e-SSSAT BERPY-T 0.00 ACAEENY LHTtEAa ''... NEAT APPLY LET'TRAS TO amw 3 STATE CDX=CT C 351238 ZAtt 2-W:PYS ' 12,60 STATE CORPR7tCL' ''...,,. SNAAT5RIRT, ORME9 BOA Am 1,0yTSRe, STATE PM ago A90s43 66aM ARE 8.00 0 351x34 LTR 2-OSDEd RpAT.RPPLY L9T't888 2YY 6ARNH 1 eWeAT¢AkR, BO5 12.60 STATE 0NTRACT 221 09D644 9'13N AGE OERSHAO 8.95 I }80 140140 P8006 OAP BTRAP(SIDVSA(SSAAE STYL 44,95 0 140010 BBA1T'LB PD mh EM, SHATPAE 0-PT lE, NAVY, WN9', CLGP OE 10.05 49 351017 46066.61 T 10.9E 9RB NAVY, RES, CLiP OR 29 Mole 46015-6L , 10.95 50 151019 46046.61 T1E SAWfA}X3 CLIP ON 30.90 STATE CONTRACT 117 1o0142 7200.17379 XE DVTY HVI'(24-200(Q3'02b1d14G2 17.09 STARS CONTRACT 209 100179 720E-17705 XSM DEUT LNR(24-20"(gTW1030}962 30.90 STATE CONTRACU 32'4 ISOM 7200.19094 29L DVPY altT(54.50°JSIT'W20101962 12.31 STATE WNTRACm Al 30024E 660E SLAM EPi RHLT/BLACK aW(1.75" MOD STATE CONRATCT 214 100302 7205-1R710 2XL ERN`LNRJHd-6A•JgrW 2P1019 G2 30.90 STATE COEMCP 110 187301 7200.17380 SML DUTY EVrf20-34^/SYTW201D1962 30.90 STATE CONPRAOT 119 LU7362 7200.11301 MHO DUTY Bvrf3d-40"/OTW2010L962 30,90 STA'PE cofrmha 120 107303 7200-27302 LARD DUTY UTIr/40-460/uTW20161062 30,90 STATE CORPRACY 221 187364 7200-17303 XL POTY BLTf46^S2"/gTW2010L461 M 09 STATE CONTRACP 210 101700 7205-1770G SMAL PHUT LNR(a0-34"/gTW20}01952 19 09 sTATE CO1fRU.CT 211 107R09 '1205.1-1707 MAD HEVP LSRt(3{-4br(gT{(2 D101962 17.09 RTATR CONTAhm 214 107710 7205-11700 LABS SAW LNRl44^46"(4TW20191962 17.09 STATE CONTRAST 213 187711 7205-17709 X_7p SRL2 144A(4G-62"/QTW28101962 52,00 STATE CONTRACT 7 190799 07•X%-0 ARTY RpLT/BLACK EW/DMD 213.50 ET CONPEA 213.50 STAT,E 172 190044 21219W WaP HOOT(NN31S(ACAATAJNYLNLT}IR(B CON1'RALV ' 171 196501 21210 WSP AOOT(ACADTA/IiYLON'LHNrRaR(E 3.60 141 260413 65-4 DHUr XekPHRf.75"/E1L S}1APfE 4'1.95 04 250591 79140-22113 tlWYE GLOVE ROL4ER/EN(UNIVBABAL 10.50 141 26}101 33-4V POUCN(2W/1 PR GATSX E 10.96 146 a61301 33-3-4V D,,VE po=/00/3 PR T1TX OLO p2 95 145 262904 290-0 CUYB CAEH/BN(WORLBfe1L SEA 2,40 STATE COkSAACr 28 255000 631 ELK EN SILV ELT XYR 314'/a4+YR SHAV(S1N0 20,P3 STATA CQNTAACT 206 25500E 670 01,K HW ELYN N-4 Hhvs ROLDHR,W(smB 0E 22.12 STATE CONTRACT 204 255012 500 BDA EW our, CASE, SINOLE, OZLYER 0 21.41 STATE CONTRACT 205 26OD33 7000 KAi,"",JCRAIN/NZCKLR 39,00 STATE WRTAAC7 2L6 263002 7030 LE0 FRONBffl1CKLEf18° i.ENSTR NANACUPFJRZH0E0(NFCYLB 31,00 STATE 6pWP0AOT 03 ; 217 2630 501C 23.60 30 300449 117610 RAP-5}NCD Y.T.O. ME 5/16, C,E.-RASP I i BNDR srnE, aoDDlNnvs a.4s I', 143 30x600 P61696 - 04.9; &NOLD PBP SC06W DCP�IBLV 160Y7 fII'BB 164 JD6661 D2934 amDADOB PER POLL-0BZNO BEDCD m DLO wA 81' $an V/tw DNND nm '.. 1 0.90• BANK, C 100010 40P EADBL 0.00 yaw C SDOO11 2D0 PMML x x 9.0o yr DLVB DD wlNnvx SBNL BxN � C $60029 DDAL AB EOLWW M,LTCM 1 9.00 C 300013 3AD POST, i i I i I i i ! fa9a B ' C4NTRACT PRS C I NO / O P RC 8 L I E R Run Ittta a/Isj16 SLOHENTNAI.OHIEORMO '., '..,,. Run Tim 4t43 PH {2591 856-SHOO C¢ntrant KXNTRA XANT PO1+1(;E DEYF, P'ax (263) 856-6803 14iN FATAoL MOANS RxPIYe DEtat )urn I'M, )4A P0032 T O 12.17-13-6 . AmPRIMA AMIN TO% DOOT DP OrMCBRO TO AS"a BZZO OPFIO6 mat v2eHAs NANErArR TO WE PUT Aso" AT POC7tET/0/SS/12-d2 nYl�PY i¢ntUOYt Offices PUOLPn Rnbail CUES 0000101 90ndoY non PYlPe Prlao X vut uotioro LUt Stem Qty .. 17om MaoR¢fersnan Dasoriptian --e ......._-_ _ ____-. 109.50 ANGIlE PAT OOREN DOi(lBLII EMN uTRe 166 MASSE29S4 Tt4O'FORE DAIUM PER FCLTANLN OPBCO LT Mu NA 8T am VN HL VY PN RIM 18.9b A,,MR OWSOY PLUS LETTEE6 10 300DO1 60 NAHBTAO EABTEIH3R 0 iS0RD1Ntl TO RE! 78.96 170 3WO06 342E POLTOE SEAT, hN81 3Y N/RIP A LETTER 1A.96 51 325001 sm000 TRAFPSO Elm; TRAFFIO TEMPLATE 4" A Slop PEARL OREY OR vQwATROH 4WLb 194 342281 92ONDN NANS'TAO 3/4+x3" DR NhVY RRDR A BASK IT, L11 BR'1RT NAI4ETAD A PO91T20N/03W 7.80 NOESSTAON DOXM3 0/0" P092TION 2 203 043066 STARtl FOR WLW O77iRE4,COLLAR / OFECIFY NONE1Nt OF STARS 7.00 STAIR CORMOP 82 360039 PRIOR AMOR RISE ON PANT 2.00 An=G17NT'3AC'F 100 360120 610 NAM SEE NAME MDV4 ON OARNENT 5.09 STATE OONTRACT 61 35XLOO INSIST AIR'ER WAIST ON PANT 6.19 STATE OOWRP= 00 351120 SRTAT ThPER Am's ON AHIRT 7.OD 69 6 ER6YP5 HEN AZPPSR NABOI+PON9 2.00 STATE CONTRACT Isi%3 50 SE1336 e/0 Et40 AM Et46L2H ON OIIR OARNEtIT 2,00 STATE CONTMCF. 75 355000 0/0 BAOOR 9w DADO6 muism ON( adOIN 4,00 STATE CO)rmv 56 3.65003 010 CNEottoHS SM PR OF CHEORONR ON OA1tMe 2.00 STAIR O3ETEACT 31 365006 0/0 TNBTem AEN 0H YEARS OP Arm IN6Y0 2.50 ADD DRK My NBRRO'N " ORR AT 0 349909 34 HYOO.ENeRO1DEAY/Et-m/NANS(Pi 1 pwit JRRE I 16,6A 6TATB CONIPACP IRA 310009 y311.16466 -rNASHLIONT HOLDER/NYUI 6p 16.60 STATE CONTRACT 129 370144 '1311.39657 n"NLT0IIT NOLPBRfNY4(0'til,'6 12.95 BLpBNLYORT HODDeAJNYLISWRP ! 123 3703'!1 7926.22037 12.96 ' 124 370372 7326.22030 BLheHI'IOHT NoWER/NY➢16TTHO 9.51 STATE CONTRCT 216 37D572 7406.15635 BEN XEEPS DLACK(NYWNji-P 6 �1 STARE CONTRACT 2I0 370574 '1 09.14416 FLh6HU1011T RINO/NYIAN/OT,ADK 26.00 STATE COITMNCT I 20D 37660D 73149-165Z1 RADID HOLDERjNYL/BNtYB1'/DH1 10.96 176 376601, 7316-10765 &TEENY XEY NPLDER(t1YWN 27,95 126 376611 7317.10772 DDCBLE CUFF WHINYWN/YELC 16,04 STATE CONTRACT 111 377391 7300-1AL90 OVFF C8E5(NYION/ENAp 21.99 s=0 WNT F � 131 377410 130240472 NAO POUCH/NYL/PDL/4-17/eNAF 15.45 STATE CONTRACT 130 377446 7301.10204 MACE HOLPEAJNYI+C04(MI(d/HID S 19.96 127 377454 7316-18400 PAOER•OWPE FOoCH(NY40N(pEL 6;24 ATATR OONTRACT 207 379631 000-1 FL3HI,,,M Ntu,DBRrO.06LLrttt "*s End of Report ♦"1 I I i � I i I EXHIBIT B INSURANCE REQUIREMENTS FOR GOODS &SERVICES AGREEMENT WITH BLUMENTHAL UNIFORM CO., INC. Insurance The Vendor 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 Vendor, Its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Vendor 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. 2. Commercial General Liability Insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability 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 be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an Insured under the Vendor'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. B. Minimum Amounts of Insurance Vendor 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. COMM rclal General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. I Exhibit B - Insurance Requirements Page 1 of 2 (Goods and services Agreement between j City of Kent and Wumenthat Unirnrms Co.,Inc.) !. I i i i C. other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following i provisions for Automobile Liability and Commercial General Liability Insurance: be insurance ect i. The Vendor's insurance he C ty. Any Insurance,verage self--insuralnce,porrrInsurance pool a coverage maintained by the City shall be excess of the Vendor's insurance and shall not contribute with it. 2. The Vendor's insurance shall be endorsed to state that coverage shall i 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 Vendor 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 Vendor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separateinst whorn claim is brought,lexcept with irepects tonsured thelimits of the Insurer's d e or suit is 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 Vendor 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 Vendor before commencement of the work. P. Subcontractors Vendor shall include all subcontractors as insureds under Its policies or shall furnish I actor. All coverages separate certificates and endorsements for each subcantr subcontractors shall be subject to all of the same insurance requirements as stated herein for the Vendor. nrgra„ron•rwvvsa...,wr.�,e.exm.,M.wau,.. ',, j i I i Exhibit B - Insurance Requirements Page 2 of 2 (Goods and 5ervlces Agreement between city of Kent and Blumenthal unffarrns co„Inc,) i bnTElarNDntPYY*1 f1G'®OZ � CERTIFICATE OF LIABILITY INSURANCE 106123RO14 THIS CEATE IS ISSUED A8 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 DDES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORItEP REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: It the oar6Raato haidor Is en ADDITIONAL INSURED,the p011by(Ies)must be endoreed. If SUBROGA710N IS WAIVED,aubJoat to the terms and conditions aftha pDitsy,Contain po9Otss may renpira an endorsement. A statement on this CONlflbate does not oonFer tights to the eorllfloate holder In HouOfsuch endorsemont a, Jann Lacombe Pnow" VICIS INSURANCE CENTER P o 426-066-7744 ° 426A87.9467 PO BOX 825 L . ann VICslnsorance,,C0M WOODINVILLE WA 98072 INSURER ATTEMON Goo VEnhanANNN NAIOa u • AMERMAN ECONOMY INSURANCE COMPANY 1969D INBUREb gLllMENTHAL UNIFORM CO, LNG. ee E AMERICAN 8TATES INS.CO 19704 208121NTERNATIONAL SLVD. xaun D SEATAC WA 98196 RaDR N R COVERAGES C):RTiF(CATE NUMBER: REVISION NUMBER: 'fF116IS TO OERTIF1'THAT THE PblImE9 OF INSURANCE LtSYEP BELOW HAVE SEEN IB5UEP TO THE INSURED HAMEC ABOOVEVEFFOOR THE POLICY PERIOD INDIOATED. NOIWITH6TANOINO ANY REQUIREMENT,TERM OR CONPmON OF ANY CONTRACTOR OTHkTt DOCUMENT WITH RESPECT TO THE TERMS THISCERTIFICATE htAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCR18E0 HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND W NDITIONS OF SUCH POLIDIES.LIMITS SHOWN MAY HAVE BEEN REOUDEO HY PM O ot,A1M5. ONtts t5R WPEOPINSURAN09 DOY ER OOMMOR014LGENERAL LIABILITY EACH OCCURRENCE 1OOD DDD (34!0 00 FX ocoun ere D It _..,_.. 10, .,DOD i Prlmant/Non-oontribUlOTY A Y Y 02BZ01146430 1`1115/2012 11110/2014 PERSONAL SAW INJURY 4 _1,000,00D OFHLAOBAEOAiE tA�piIrAPPIJCa PER: OENEIMAGOREGATE 2OD0,00G X POnO 0 5ey ❑lop pAODUCTa.COMPIDPAOa a 2,000,00( FIre Dams a f 1,000.0v a It _1,OD0.OD( AUSOMOBILHDAe1OrY 4 BODILY INJURY(Pdfpd11a0 It _ AHYAVio ROCKY INJURY CPO owd"t) f ' WAREA N VLED A E' Y Y 02Ui 01148430 11116/2013 11/16/2014 aPE ° f — X TOS ED s. PAcnoacuRRENcB 60DOOD1 }( OCCUR 1111512013 itl16120i ApaReaATE s 5,00010 owMRAwaE Y Y 015U$218124010 006 f ANDONFa OODPENSATIOA i u+o6pLDYEReWRTNE" v/N aLEAoxaccmEtn 100DGD1 AanpappR�Elar+mAor,EtvexECunVE p e}p� 11/tb/2013 11/16/2014 aFFIGERItADAa "OLUODIN NIA N 02BZ0114t3430 &ImREABE.EAEMFLOYE f 1,D0a,0OI lm.blury In IN) Uyy��ff,,tlomibow4., E.L DISEAfe•POLICYL0.JR s bESCR PTIbN OFO ERA 0 e I I I DESDNvnON OPOPE11AnbHeJLOCAnpNe lVEItIbIRe{ACORR 161,AtldilloCNRam�Yxe aChedulpmeraoatbOhed llmWe apace le roq�imd) I I IF REQUIRED BY WRITTEN AGREEMENT OR CONTRACT CITY OF KENT IS ADDITIONAL INSURED AS RESPECTS OPERATIONS OF THE ABOVE CITED INSURED, BP8194 ATTACHED INSURED PRIMARY&NON-CONTRIBUTORY AND BP6051 ATTACHED INCLUDES WAIVER OF TRANSFER OF RIGHTS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BB CANCELLED BEFORE CITY OF KENT THE EXPIRATION DATE THEREOF, NOTICE PALL BE DELIVERED of 220.4TH AVENUES ACCORDANCE VATH THE POLICY PROVISIONS' � f KENT WA 98032 AVTNDIKNDRSpRESBNTAnVE (NiYt+�l ®1988.2014ACORDCORPORATION, All rights to ACORD 26(2(H4101) The ACORD name and logo are registered marks of ACORD i i POLICY NO. Q2 DP 411464 q THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY COVERAGE ONGOING OPERATIONS 'This endorsement modifies insurance provided under the following: BUSiNESSOWNERS COVERAGE PART SECTION it LIABILITY SCHEDULE Name of Person or Organization: CITY OF KENT(if no cl efiry appears above,information required to compleia this endorsement will be shown in the Declarations as applicable to this endorsement.) A,The following is added to Paragraph C.Who Is An insured in Section 1l Liability; 4,The parson or organization shown In the Sohedute Is an Insured subject to the following provisions: a.The additional Insured is an insured but only for Ilability directly resulting from: a, Your ongoing operations for the addttlonal insured whether the work is performed by you or for you;or (2)The general supervision of your ongoing operations by the additional insured. b,This Insurance does not apply to: (1)Bodily injury or property damage arising out of any act or omission of,or for defects In design furnished by or for,the additional Insured; (2)Bodily Injury or property damage included within the products-completed operations hazard; operations far that g inured are completed.Noion a status as an ltional Insured under coverage will be provhdedis nf In the absence of thiorsement ends when s endorsement,no liability would be Imposed by law on you.Coverage shall be limited to the extent of your negligence or fault according to the applicable prinafpias of comparative fault. The Insurance provided will not exceed the lesser of: a,The coverage and/or limits of this Policy,o contract,agreement or permit. b.The coverage and/or limits required by thes.With respect to the Insurance afforded the additional Insured,paragraph H.2.of Section III COMMON POLICY CONDITIONS(APPLICABLE TO SECTION I PROPERTY AND SECTION It LIABILITY)Is deleted and replaced by the following: 2,Business Liability Coverage is primary and noncontributory,and our obligations are not affected by any other Insurance where the additional insured Is the Named Insured,suit must bethendered s�excess contingents j ent or on any other beds;however,the defense of any provision applies to all other insurers which potentially provide Insurance for such claim or suit.This p pP hedule and the coverage provided by this endorsement, solely to the additional insured shown In file Sc I aP 0104 Os 06 FP i i i I i i THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US iThis endorsement modifies insurance provided under Ssotion Ili Common Policy Conditions, SCHEbULE" Name of Person or Orgarrizatlon: CITY OF KENT i `(if no entry appears above,information required to complete this endorsement will be shown In the Declarations as applicable to this endorsement,) Paragraph K.2,TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Is amended by the addli on of the following: We waive any right of recovery we may have against the person or organization shown In the Schedule ownership mainte because ofnance of use of that part ments we make for of preen premises damage,or u own rent,rleaseet to or occupy.This waive out of the applies only to the person or organization shown in the schedule above, j i I i i BUSINESSOWNERS BPae610702 sarow and rho salobo logo 016 rtodomotka oisarno cof0moon aP 00 0t 07 02 EP i i i I I Exhibit 2 Bill of Sale and Assignment,between Blumenthal Uniform Co.,Inc.; Blumenthal Postal Uniforms,Inc.;Galls BUC,LLC;Galls BPU,LLC;and Galls,LLC November'14,2014 i II I i I i I i i I I I I E%EC TTON VERSION BILL OF SALL AND ASSIGNMENT November 14,2014 I Blumenthal Uniform Co„Inc.,a we shington corporation("Seller I')and Blumenthal Postal Uniforms,Inc.,a Washington corporation("Seller Ir',individually and collectively with Seller I,the"Seller ),for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,does hereby sell,assign,transfer and convey to Galls BUC,LLC,a Washington limited liability company("Acggimr I')and Galls BPU,LLC,a Washington limited liability company("Acquirer II',individually and collectively with Acquirer 1,the"Rj!Mf),and Buyer hereby assumes and accepts from Seller,all of Seller's right,title and interest in and to all of.the"Acquired Assets,"as defined in that certain Asset Purchase Agreement,dated as of October 31,2014,by and among Seller I,Seller II,Acquirer I,Acquirer II,Roger A.Heldman, Steve Nicsinger,Mitchel L,Blumenthal and Mark M.Blumenthal(the"Agreement'). Notwithstanding the foregoing,any of the Acquired Assets may be assigned to Galls,LLC,a Delaware limited liability company and direct parent of the Buyer("Galls"),and Galls may assume and accept any such Acquired Assets,as may be designated by Galls in its sale discretion, Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement, TO HAVE AND TO HOLD all and singular the Acquired Assets to Buyer,its successors and assigns,to their own use and to have and to hold forever. Seller, for itself and its successors and assigns,does hereby authorize Buyer, its successors and assigns,in the name of Seller and as such Seller's attorney,to do any and all things necessary or advisable to reduce the Acquired Assets to Buyer's possession, Seller, for itself and its respective successors and assigns,does hereby covenant with Buyer to execute, acknowledge,deliver and perform,or to authorize Buyer,as the agent and attorney of Seller,to execute,acknowledge,deliver or perform,any and all further instruments and acts which may be reasonably required to transfer and assign to Buyer the Acquired Assets transferred or intended, to be transferred hereby or to accomplish the intent and purpose hereof. Seller,for itself and its successors and assigns,hereby covenants with Buyer, its successors and assigns,that Seller is the lawful owner of the Acquired Assets,that the Acquired Assets are free from all liens, charges and encumbrances,that Seller has full right,power and authority to sell the Acquired Assets,and that Seller will warrant and defend the same against the claims and demands of all persons, Notwithstandirig'any otherprovisions herein to the contrary, nothing contained herein shall in any way supersede,modify,replace,amend,change,rescind,waive,exceed, expand, enlarge or in any way affect the provisions oftbe Agreement, This Bill of Sale and Assignment is intended only to effect the sale and transfer of the Acquired Assets pursuant to the Agreement and shall be governed entirely in accordance with the terms and conditions of the Agreement. The agreements,obligations, assumptions and covenants of Buyer under the Agreement are not merged hereunto and shall,to the extent provided in the Agreement,survive the execution and delivery herewith,and the performance of the consummation of all transactions provided for in the Agreement.This instrument is binding upon, and shall inure to the benefit of Seller and i �o«u:us�:s�csosi7�5 I i Buyer and their respective successors and assigns. This Certificate may be executed by the parties hereto in separate counterparts,each of which when so executed and delivered shall be an original,but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies heroof each signed by less than all,but together signed by all of The pasties hereto. [Signature Pages Follow] j E- i i i i I i i i e,�n:vsi:sssa�rca 2 i i i I i TN WITNESS WHEREOF,the Seller and the Buyer have executed this Bill of Sale and Assignment as of the date frrstwritten above. B�'L7h ORM CO.,TIYC. Name: Title: i i BL STAL UNDTORMS,INC. N; Title: I !� i I, i (Sigoafim page to Bill of Sal¢and Assignment) { I ! I I i i i I GALLS)3UC,LLC BY: " Y Natne:lZ.Michael And",�vs,JtTreasurer a»d TIUet of Financial Officer, Secretary GM'LS Bru,LLC BY r JV Name:R.Michael Audretvs,Jr, Tltie:Chlef Financial Officer,Treasurer and Sact'atory i GALLS,LLC � BY: Jr. Name:R.Michael Androws, Tltic:Chief Financial Of loer I I I I I I I ill I, Bill or Sale and Msfgnmcnll [gignnture Page to i i Exhibit 3 Certificate of Insurance of Galls, LLC and Additional Insured Endorsement I I ( r III i i i i I i A COI & CERTIFICATE OF LIABILITY INSURANCE FDTys (MMIOD/YYyY) ld. —' 9/30/2015 1 12/30/2014 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 endorsements PRODUCER Lockton Companies CONTACT 195 Scott Swamp Road,Suite 201 PHONE FAX Farmington CT 06032 IC, C No � C g,Ex ._..__ ___ A :E-MAIL 860-678-4000 ADDRESS: INSURERS)AFFORDING COVERAGE NAICq � INSURER A:Liberty Mutual Fire Insurance Company 23035 INSURED Galls LLC INSURERB:The First LibeEly I 3 Insurance Co oration 3 58 1345090 1340 Russell Cave Road INSURER c:Alterra America Insurance Company 21296 Lexington KY 40505 INSURER D:Navigators Insurance Company 42307 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 13235110 REVISION NUMBER: XXXXXXX 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 ADD SUER POLICY EFF POLICYEXP INSD MD POLICY NUMBER MM/DD/YYYY MWDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE „-I 000A00 A X N N 7B7-ZII-261104-034 9/30t2014 9730/2015 Cl-AIMS-MADE DAMAGETORENTEDAIMS-MADE OCCUR PREMISES IF.occurrese) $ 300,000 MED EXP An ona arson $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 1000J000 POLICY ❑SECT [X]LOG PRODUCTS-COMP/OPAGG $ 2 000 OQ OTHER I $ A AUTOMOBILE LIABILITY N N AS2-ZII-261104-024 9/30/2014 9/30/2015 a " LE LIMIT $ (Eeaidentj _. j,QQQ-QQQ IXCOMP:$1,00 ANYAUTO BODILY INJURY(Per person) $ XXXXXx ALL OWNED SCHEDULED BODILY INJURY Per accident $ XXXXXXX AUTOS AUTOS HIRED AUTOS AUTOOWNEO PROPERTY DAMAGE rund $ XXXX X Coll:$1,000 $ XXXXXXX Q UMBRELLA LIAB X OCCUR N N MAXA3F:C50001331 9/30/2014 9130/2015 EACH OCCURRENCE $ 5 000 000 X' EXCESS LIAB CLAIMS-MADE AGGREGATE IS 5,000,000 LED I I RETENTION$ It XXXXXXX B WORKERS COMPENSATION - AND EMPLOYERS'LIABILITY YIN N WC6-ZI 1-261104-013 9/30/2014 9/30/2015 X 16'TATUTEI JER ANY PROPRIETOWPARTNEWEXECUTIVE E.L EACH ACCIDENT $ 1 0 OFFICER/MEMBER EXCWDEOY N NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1 QQQ QQQ If yes,drec lb.under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1 QQ D Excess Umbrella N N NY14EXC764785IV 9/30/2014 9 330/2 115 Limit:$10,000,000;XS$5,000,000 '. I it DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES (ACORD 101,Additional Ramarks Schedule,may be attached if more space is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER,APPLICABLE TO THE CARRIERS LISTED AND'rHE POLICY TER11(SJ REPERENCBD. Ciry of Kent is included as Additional Insured on the General Liability an a primary and non-contributory basis as required by written contract. i CERTIFICATE HOLDER CANCELLATION 13235110 City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220-4th Avenue S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Kent WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. i AUTHORIZED REPRESENTATIVE ICI 01988-201 ACO D CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD I Policy Number TB2-Z11-261104-034 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ ITCAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT FOR WHOLESALERS This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART I II Index of modified items: Item 1. Reasonable Force Item 2. Non-Owned Watercraft Extension Item 3. Damage To Premises Rented To You-Expanded Coverage Item 4. Bo dily Injury To Ca-Employees Item 5. Health Care Professionals As Insureds Item 6. Knowledge of Occurrence Item 7. Notice of Occurrence Item 8, Unintentional Errors And Omissions Item9. Bodily Injury Redefinition Item 10. Supplementary Payments—increased Limits Item 11. Damage To Borrowed Equipment Item 12. Aircraft With Chartered Crew Item 13, Property In Your Care,Custody Or Control Item 14. Wbile equipment Redefined Item 15. Newly Formed Or Acquired Entitles Item 16. Blanket Additional Insured Where Required By Written Contract Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees, Assignees or Receivers Grantor of Franchise Vendors Any Persdn or Organization Item 17. Blanket Additional Insured—Grantors Of Permits Item 18, Walver Of Right Of Recovery By Written Contract Or Agreement item 19. Other Insurance Amendment Item 1. Reasonable Force Exclusion a, of Section I-Coverage A-Bodily Injury And Property Damage Liability is replaced by the following: j a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Item 2. Non-Owned Watercraft Extension Paragraph(2)of Exclusion g. of Section I-Coverage A- Bodily Injury And Property Damage Liability is replaced by the following: (2) A watercraft you do not own that is: LC 04 45 0412 0 2012 Liberty Mutual Insurance. All rights reserved. Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. I i e(a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; Item 3. Damage To premises Rented To You -Expanded Coverage A. The final paragraph of 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c.through n,do not apply to damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III-Limits Of Insurance. B. Paragraph 6. of Section III—Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5, above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to any one premises, while rented to you, or in the case of damage by fire,lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $300,000;or b. The Damage To Premises Rented To You Limit shown on the Declarations. C. Paragraph 9,a, of the definition of"insured contract"in Section V— Definitions is replaced by the following: a. A contract for a lease of premises. mrses. However, ver, that onion of the contract for lease p r a l a e of premises that indemnifies any person or organization for damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied b you with permission of the o p Y p Y Y caner is not an "insured contract".N D. The paragraph immediately following Paragraph (6) of exclusion j. of Section I—Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits of Insurance. ftem4. Bod fly Injury ToCo-Employees A. Paragraph 2. of Section 11-Who Is An Insured is amended to include: Each of the following is also an insured: Your "employees" (other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (If you are a limited liability company)) are insureds while in the course of their employment or while performing duties related to the conduct of your business with respect to "bodily injury"; (1) To you; (2) To your partners or members (if you are a partnership or joint venture); LC 04 45 0412 C 2012 Liberty Mutual Insurance.All rights reserved. Page 2 of 9 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. i (3) To your members(if you are a limited liability company); or (4) To a co-"employee" or "volunteer worker" while that co-"employee" or "volunteer worker" is either in the course of his or her employment by you or while performing duties related to the conduct of your business (including participation in any recreational activities sponsored by you): Paragraph 2.a.(1)(a) of Section 11 - Who Is an Insured does not apply to "bodily injury" for which insurance is provided by this paragraph. B, The insurance provided .by this Item 4, will not apply if the injured person's sole remedy for such injury is provided undera workers'compensation law or any similar law. C. Other insurance The insurance provided by this Item 4, is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 5. Health Care Professionals As Insureds A. Paragraph 2.a.(1)(d) of Section II-Who Is An Insured is replaced by the following: (d) Arising out of his or her providing or failing to provide professional health care services. However, any "employee" or "volunteer worker" of the Named Insured who is a "designated health care provider" is an insured with respect to "bodily injury" and "personal and advertising injury"that: (i) Arises out of the providing of or failure to provide professional health care services;and (ii) Occurs in the course of and within the scope of such "employee's" or"volunteer worker's" employment by the Named Insured. B. With respect to "employees" and "volunteer workers" providing professional health care services, the following exclusions are added to Paragraph 2, Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I — Coverage B -- Personal And Advertising Injury Liability; This insurance does not apply to: (1) Liability assumed under an "insured contract"or any other contract or agreement; (2) Liability arising out of the providing of professional health care services in violation of law; (3) Liability arising out of the providing of any professional health care services while in any degree under the influence of intoxicants or narcotics; (4) Liability arising out of any dishonest,fraudulent, malicious or knowingly wrongful act or failure to act; or (5) Punitive or exemplary damages,fines or penalties. C. The following definition Is added to Section V-Definitions: "Designated health care provider" means any "employee" or "volunteer worker" of the Named Insured whose duties include providing professional health care services, including but not limited to doctors, nurses, emergency medical technicians or designated first aid personnel. D. Other insurance The insurance provided by this Item 5. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, LC 04 45 0412 C 2012 Liberty Mutual Insurance.All rights reserved. Page 3 of g Includes copyrighted material of insurance Services Office, Inc., with its permission. i Item 6. Knowledge Of Occurrence Knowledge of an "occurrence" by your agent, servant or "employee" will not in itself constitute knowledge by you unless your"executive officer"or"employee" or other third party designated by you to notify us of"occurrences" has knowledge of the 'occurrence", Item 7. Notice Of Occurrence ( i For purposes of Paragraph 2.a. of Section IV- Conditions, you refers to an"executive officer"of the Named Insured or to the "employee" designated by the insured to give us notice. Item 8. Unintentional Errors And Omissions Unintentional failure of the Named Insured to disclose all hazards existing at the inception of this policy shall not be a basis for denial of any coverage afforded by this policy. However, you must report such an error or omission to us as soon as practicable after is discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. Item 9. Bodily Injury Redefinition The definition of "bodily Injury"in Section V-Definitions is replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time; and b. Mental anguish, shock or humiliation arising out of injury as defined in Paragraph a. above, Mental anguish means any type of mental or emotional illness or distress. Item 10, Supplementary Payments-Increased Limits Paragraphs 1.b. and 1.d. of Section I - Supplementary Payments - Coverages A And B, are replaced by the following; b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds, d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit" including substantiated loss of earnings up to $500 or day because of time off from work. Item ll. Damage To Borrowed Equipment A. Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability is amended to add the following: Paragraphs (3) and (4) do not apply to "property damage" to borrowed equipment either loaned to you or in your care, custody or control. B. Subject to Paragraphs 2., 3., and 5, of Section III— Limits Of Insurance, the most we will pay for insurance provided by Paragraph A.is$35,000, C. The insurance provided by this endorsement is excess over any other valid and collectible property insurance (including any deductible portion thereof) available to the insured whether primary, excess, contingent or on any other basis. LC 04 45 0412 to 2012 Liberty Mutual Insurance.All rights reserved, Page 4 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. i Item 12. Aircraft With Chartered Crew The following is added to Exclusion g, of Section I—Coverage A Bodily Injury And Property Damage Liability: i This exclusion does not apply to an aircraft thatyou do not own that is: (a) Chartered with a pilot by any insured; and i (b) Not being used to carry any person or property for a charge, Item 13. Property In Your Care,Custody Or Control A. Paragraphs (3) and (4) of exclusion j, of Section 1—Coverage A— Bodily injury and Property Damage Liability only apply to: 1. "Property damage"to borrowed equipment, or 2. "Property damage"to property in your care, custody and control while in transit. B. This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance, whether primary, excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this policy. C. Limits of Insurance Subject to Paragraphs 2., 3., and 5, of Section III — Limits Of Insurance, the most we will pay for insurance provided by Paragraph A„ above is: $10,000 Each Occurrence Limit $25,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one "occurrence" regardless of the number of persons or organizations who sustain damage because of that"occurrence", The Aggregate Limit is the most we will pay for the sum of all damages under this Item 13. Item14, Mobile Equipment Redefined The definition of"Mobile Equipment" in Section V—Definitions is amended to include self-propelled vehicles with permanently attached equipment less than 1000 pounds gross vehicle weightthat are primarily designed for: (1) Snowremoval; (2) Road Maintenance, but not construction or resurfacing; or (3) Streetcleaning. Item 15. Newly Formed Or Acquired Entities I Paragraph 3. of Section II—Who Is An Insured is replaced by the fallowing: 3. Any organization, other than a partnership or joint venture, you newly acquire or form and over which you maintain majority ownership or majority Interest will qualify as a Named Insured if there is no other similar insurance available to that organization. LC 04 45 0412 Q 2012 Liberty Mutual Insurance.All rights reserved. Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. i a. Coverage under this provision is afforded only until: (1) The 180th day after you acquire or form the organization; (2) Separate coverage is purchased forthe organization; or (3) The end of the policy period, whichever is earlier. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization;and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. Item 16. Blanket Additional Insured Where Required By Written Contract I Paragraph 2. of Section 11-Who Is An Insured is amended to add the following: e. Additional Insured by Written Contract or Written Agreement The following are insureds under the policy when you have agreed in a written contract or written agreement to provide them coverage as additional insureds under your policy: (1) Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, In whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization(s). (2) Managers or Lessors of Premises: Any manager or lessor of premises leased to you in which the written lease agreement obligotesyou to procure additional insured coverage. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the promises leased to you and caused, in whole or in part, by some negligent acts or omissions of you, your employees, your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured,except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out of the additional insured'ssole negligence. This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to be a tenant in that premises or to lease that j land; or � I (b) Any premises for which coverage is excluded by endorsement. (3) Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of your premises, This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. (4) Grantor of Franchise:Any person(s)or organization(s) but only with respect to their liability as grantor of a franchise to you. LC 04 45 0412 Q 2012 liberty Mutual Insurance.All rights reserved. Page 6 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. i i i (5) Vendors: Any person(s) or organization(s) that distribute or sell "your products" in the regular'course of their business, hereafter referred to as vendors, but only with respect to "bodily injury" or"property damage" arising out of"your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (a) The insurance afforded the vendor does not apply to: j (i) "Bodily injury" or"property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages that the vendor would have in the absence of the contract or agreement; (ii) Any express warranty unauthorized by you; (iii) Any physical or chemical change in the product made intentionally by the vendor; I (iv) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (v) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distributor or sale of the products; (vi) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (vii) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by orfor the vendor; or (viii) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: i. The exceptions contained in Paragraphs(iv)or (vi)above; or il. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (b) This insurance does not apply to any insured, person or organization, from which you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. (6) Any Person or Organization Other Than a Joint Venture:Any person or organization (other than a joint venture of which you are a member) for whom you are obligated by a written agreement to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; or I (b) In connection with premises owned by you. This insurance does not apply to: 1. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; LC 04 45 0412 a 2012 Liberty Mutual Insurance.All rights reserved. Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission, i 2, Any person or organization whose profession, business or occupation Is that of an architect, surveyor or engineer with respect to liability arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, specification or the performance of any other professional services by such person or organization; or 3. Any person or organization more specifically covered in Paragraphs e.(1) through(5) above. The insurance afforded to any person or organization as an insured under this Paragraph 2.e.: (1) Applies only to coverage and minimum limits of insurance required by the written agreement or written contract, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; (2) Does not apply to any person or organization for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsement attached to this policy applies to that person or organization with regard to the"bodily injury", "property damage"or"personal and advertising injury"; (3) Applies only if the "bodily injury" or "property damage" occurs, or offense giving rise to "personal and advertising injury" is committed,subsequent to the execution of the written agreement;and (4) Applies only if the written agreement is in effect at the time the "bodily injury" or"property damage" occurs, or at the time the offense giving rise to the"personal and advertising injury"Is committed. Item 17. Blanket Additional Insured—Grantors Of Permits Paragraph 2, of Section If-Who Is An insured is amended to add the following: Any state, municipality or political subdivision with respect to any operations performed by you or on your behalf, or in connection with premises you own, rent or control and to which this insurance applies, for which the state, municipality or political subdivision has issued a permit. However,this insurance does not apply to: 1. "Bodily injury", "property damage" or"personal and advertising injury" arising out of operations performed for the state, municipality or political subdivision; 2. Any "bodily injury" or "property damage" included within the "products-completed operations hazard", except when required by written contractor agreement initiated prior to loss; or 3, "Bodily injury", "property damage" or"personal and advertising injury", unless negligently caused, in whole or in part, byyou orthose acting on your behalf. Item 18. Waiver Of Right Of Recovery By Written Contract Or Agreement The following is added to Paragraph &. Transfer Of Rights Of Recovery Against Others To Us of Section fV — Conditions: We waive any right of recovery because of payments we make under this policy for injury or damage arising out of your ongoing operations or "your work" Included in the "products-completed operations hazard" that we may have against any person or organization with whom you have agreed in a written contract or agreement to waive your rights of recovery but only if the "bodily injury" or"property damage" occurs, or offense giving rise to 'personal and advertising injury"is committed subsequent to the execution of the written contract or agreement. LC 04 45 0412 @ 2012 Liberty Mutual insurance.All rights reserved. Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. I it I Item 19. Other Insurance Amendment If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person or organization that qualifies as an additional insured on this policy, this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section N—Conditions will not apply. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV — Conditions will govern. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same "occurrence", claim or"suit". I i I i LC 04 45 0412 Q 2012 Liberty Mutual Insurance. All rights reserved. Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. I� ) i Policy Number AS2-Zl1-26 1104-0 24 Issued By Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Auto Enhancement Endorsement This endorsement modifies insurance provided under the following: i BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations 11. Employees as Insureds III. Lessor-Additional Insured and Loss Payee IV. Supplementary Payments- Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible-Single Deductible XI. Physical Damage Deductible-Glass XII. Physical Damage Deductible-Vehicle Tracking System XIII. Duties in Event of Accident,Claim,Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage-Hired and Nenowned Autos XVI. Hired Auto Physical Damage XVI. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage-Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewai XXI. Loan/Lease Payoff Coverage XXIL Limited Mexico Coverage XXIII Waiver of Subrogation 1. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy,the words you and your also refer to any organization you newly acquire or form,other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization: B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization, or 2. The end of the policy period,whichever is earlier; and C. The coverage does not apply to an "accident'which occurred before you acquired or formed the organization. I AC 84 0711 11 ©2011, Liberty Mutual Group of Companies. All rights reserved. Page 1 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Zll-2 61104-024 Issued By Liberty Mutual Fire Insurance Co. If. EMPLOYEES AS INSUREDS Paragraph A. 1.Who Is An Insured of SECTION II -LIABILITY COVERAGE is amended to add: Your"employee"is an insured while using with your permission a covered "auto'you do not own, hire or borrow in your business or your personal affairs. j III. LESSOR•ADDITIONAL INSURED AND LOSS PAYEE A. Any"leased auto'will be considered an"auto' you own and not an "auto'you hire or borrow. The coverages provided under this section apply to any"leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the "leased auto"whichever occurs first. B. For any"leased auto'that is a covered "auto"under SECTION II -LIABILITY COVERAGE, subparagraph A.1.,Who Is An Insured provision is changed to include as an insured the lessor of the"leased auto." However, the lessor is an "insured"only for"bodily injury"or"property damage"resulting from the acts or omissions by: 1. You, 2. Any of your"employees"or agents; or 3. Any person, except the lessor or any"employee"or agent of the lessor, operating a leased "auto'with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear,you and the lessor of the 'leased auto'for"loss"to the covered 'leased auto." 2. The insurance covers the interest of the lessor of the leased auto'unless the 'loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a"leased auto,"we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy,we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy,we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto"means an "auto'which you lease for a period of six months or longer for use in your business, including any"temporary substitute"of such 'leased auto." "Temporary substitute"means an"auto'that is furnished as a substitute for a covered "auto' when the covered "auto' is out of service because of its breakdown, repair, servicing, 'loss"or j destruction. AC 84 07 11 11 ©2011, Liberty Mutual Group of Companies. All rights reserved. Page 2 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Zl1-261104-024 Issued By _Liberty Mutual Fire Insurance Co. IV. SUPPLEMENTARY PAYMENTS-INCREASED LIMITS Subparagraph A.2.a. (2)and A.2.a.(4)of SECTION II -LIABILITY COVERAGE are deleted and replaced by the following: I I (2) Up to$3,000 for the cost of bail bonds(including bonds for related traffic law violations)required because of an"accident'we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured"at our request, including the actual loss of earnings up to$500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B. 5, of SECTION II-LIABILITY COVERAGE does not apply: B. For the purpose of Fellow Employee Coverage only, paragraph B.5.of BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II -LIABILITY COVERAGE for a covered "auto" is amended to add: This exclusion does not apply to"property damage"or"covered pollution cost or expense"involving "personal property"of your employees or others while such property is carried by the covered "auto." The Limit of Insurance for this coverage is $5,000 per accident. Payment under this coverage does not Increase the Limit of Insurance. For the purpose of this section of this endorsement,"personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph AA.a.of SECTION III-PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to$50 per day and to a maximum limit of$1,000. B. Paragraph AA.a.of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business Is shown in the Declarations as something other than an auto dealership,we will also pay up to$1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location. Vill.AIRBAG COVERAGE i Exclusion B.3.a.in SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add: This exclusion does not apply to the accidental discharge of an airbag. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion BA.a. of SECTION III -PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: I i i AC 84 0711 11 O 2011, Liberty Mutual Group of Companies.All rights reserved. Page 3 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. i Policy Number AS2-Zll-261104-024 Issued By Liberty Mutual Fire Insurance Co. i I a. Tapes, records,discs or other similar audio,visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio,visual or data electronic devices; 1) Are your property or that of a family member, and 2) Are in a covered "auto"at the time of"loss." The most we will pay for"loss"is$200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE-SINGLE DEDUCTIBLE Paragraph D.In SECTION III- PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. DEDUCTIBLE For each covered "auto,"our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to"loss"caused by fire or lightning. When two or more covered "autos"sustain 'loss"in the same collision, the total of all the"loss" for all the involved covered "autos"will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered"autos." XI. PHYSICAL DAMAGE DEDUCTIBLE-GLASS Paragraph D. in SECTION III-PHYSICAL DAMAGE COVERAGE is amended to add: No deductible applies to"loss"to glass if you elect to patch or repair it rather than replace it. XII.PHYSICAL DAMAGE DEDUCTIBLE-VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III-PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50%for any "loss"caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS i Subparagraphs A.2.a. and A.2.b.of SECTION IV-BUSINESS AUTO CONDITIONS are changed to: i a. In the event of"accident,"claim, "suit"or"loss,"your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident," claim, "suit" or"loss." Such notice must include: (1) How, when and where the"accident"or"loss"occurred; (2) The"insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. AC 84 07 11 11 O 2011, Liberty Mutual Group of Companies.All rights reserved. Page 4 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number As2-Zll-261104-e24 Issued By Liberty Mutual Fire Insurance Co. I Knowledge of an "accident,"claim, "suit"or"loss"by your agent,servant or"employee" shall not be considered knowledge by you unless you,your insurance manager or any other person you designate has received notice of the"accident," claim, "suit"or"loss"from your agent,servant, or"employee." b. Additionally,you and any other involved"insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the"insured's"own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or"suit." (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit." (4) Authorize us to obtain medical records or other pertinent Information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. In SECTION IV- BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. XV. WORLDWIDE LIABILITY COVERAGE-HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV-BUSINESS AUTO CONDITIONS is amended to include the following: For"accidents" resulting from the use or operation of covered"autos"you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or"suit" is brought against an "insured"outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or"suit." If we do not exercise that right, the"insured"shall have the duty to investigate, negotiate, and settle or defend the claim or"suit"and we will reimburse the"insured"for the expenses reasonably Incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. i The "insured"shall provide us with such information we shall reasonably request regarding such claim or"suit"and its investigation, negotiation, and settlement or defense. The "insured"shall not agree to any settlement of the claim or"suit"without our consent. We shall not unreasonably withhold consent. I AC 84 07 1111 ©2011, Liberty Mutual Group of Companies. All rights reserved. Page 5 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Po|inyNumh:rAOu-Xl1-26ll04-oz4 Issued By Liberty Mutual Fire Insurance Co. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance, Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply tn such fines orpenalties. XV|. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for"loss" under Comprehensive and Collision coverages to a covered"auto"of the private passenger type hired without an operator for use|n your business; 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. Th000tue| vootturopairorrop|ooesu:honvorod "auk/"withothorpruportynf||k*kind and quality, or b. The actual cash value of such covered "auto' ot the time nf the"bns" 2. An adjustmerit for depreciation and physical condition will be made in determining actual cash value io the event ofa total "|oon." 3. If a repair or replacement results in better than like kind or quality,we will not pay for the amount of the betterment, B. For each covered "auto,"our obligation to pay for, repair, return or replace the covered"auto" will be reduced by any deductible shown in the Declarations that applies to private passenger autos that you own. If no applicable deductible Is shown In the Declarations,the deductible will baQ250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos,this Section XV||of this endorsement does not apply. C. Paragraph AA.h.nf the Physical Damage Coverage|o replaced by: h. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "Insured"becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. VYa will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage |o provided for any covered "autn." (2) Specified Causes of Loss only if the Declarations indicate that SpooifiodCauses of Loss Coverage in provided for any covered "auto.''or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto," AC84V71111 @2O11, Liberty Mutual Group uf Companies, All rights reserved. Page 0nf11 Includes copyrighted material nf Insurance Services Office, |nv.' i Policy Number AS2-Zll-2 61104-024 Issued By Liberty Mutual Fire Insurance Co. However, the most we will pay under this coverage is $30 per day,subject to a maximum of$900. XVIL AUTO MEDICAL PAYMENTS COVERAGE-INCREASED LIMITS For any covered "loss,"the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured"was wearing a seat belt at the time of the "accident."This Is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos;"'insureds," premiums paid, claims made, or vehicles involved in the"accident," If no limit of insurance for Auto Medical Payments Is shown on the Declarations, this paragraph Section XVIII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE -BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. B. SECTION 11-LIABILITY COVERAGE is amended as follows: 1. Any"auto"you don't own, hire or borrow is a covered "auto"for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: a. Any"auto"owned by that Individual or by any member of his or her household, or b. Any"auto"used by that individual or his or her spouse while working In a business of selling,servicing, repairing or parking "autos." 2. The following Is added to Who Is An Insured: Any Individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse,while a resident of the same household, are"insureds"while using any covered"auto"described in paragraph B.I.of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her"family members"are"insured"while "occupying"or while a pedestrian when struck by any"auto"you don't own except: j Any"auto"owned by that individual or by any"family member." D. SECTION III -PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type"auto"you don't own, hire or borrow is a covered "auto"while in the care,custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any"auto"owned by that individual or by any member of his or her household, or AC 84 0711 11 ©2011, Liberty Mutual Group of Companies. All rights reserved. Page 7 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. i Policy Number AS2-Z11-2 61104-024 Issued By Liberty Mutual Fire Insurance Co. 2. Any"auto"used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos." E. For purposes of this endorsement,SECTION V-DEFINITIONS is amended to add the j following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, Including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned "covered auto"for which Collision and Comprehensive Coverages are j provided,we will pay for rental reimbursement expenses incurred by you for the rental of an "auto"because of a covered physical damage "loss" to an owned covered"auto." Such payment applies In addition to the otherwise applicable amount of physical damage coverage you have on a covered"auto."No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the"loss" and ending with the earlier of the return or repair of the covered "auto,"or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred, or 2. $30 per day with a maximum of$900 in anyone period. D. This coverage does not apply: 1. While there are spare or reserve"autos"available to you for your operations:or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered "loss" results from the total theft of a covered "auto"of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under paragraph 4 Coverage Extension of SECTION III —PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of this endorsement. XX. NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A. 2.of the COMMON POLICY CONDITIONS Is changed to: 2. We may cancel or non-renew this policy, by mailing written notice of cancellation or non-renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non-renewal Schedule: i a. for reasons of non-payment,the greater of: (1) 10 days, or (2) the number of days specified in any other Cancellation Condition attached to this policy; or I I AC 84 07 11 11 O 2011, Liberty Mutual Group of Companies. All rights reserved. Page 8 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number nu2-n11-2o1104-024 Issued BY Liberty Mutual Fire Insurance Co. le. for reasons other than non'payment. the greater ot M> OOduyn, (2) the number of days shown in the Cancellation and Non-renewal Schedule, or /3> the number of days specified in any other Cancellation Condition attached tothis pnlicy. prior tu the effective date nf the cancellation nrnon-penovvo. B. Ail other terms of Paragraph A., of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. X}{L LOAN/LEASE PAYOFF COVERAGE The following is added to Limit of Insurance of SECTION [if -PHYSICAL DAMAGE COVERAGE: In the event of a "total loss"to a covered"auto"of the"private passenger type"shown in the schedule or declarations for which Collision and Comprehensive Coverage apply,we will pay any unpaid amount due un the lease or loan for that covered "muLo'" less; 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy, and 2. Any; o. Overdue lease/loan payments at the time of the"|na°." b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. . c. Security deposits not returned by the lessor; cl. Costs for extended warranties, Credit Life Insurance, Health,Accident or Disability Insurance purchased with the loan or lease; and o. Carry-over balances from previous loans orleases. This coverage io limited too maximum cf$150D for each covered "auio." /\C84U71111 2O11. Liberty Mutual Group cK Companies.All rights reserved. Page 9nf11 Includes copyrighted material oY Insurance Services Office, |n:., with its permission. i I Policy Number AS2-Zl1-261104-024 Issued By Liberty Mutual Fire Insurance Co. I XXIL LIMITED MEXICO COVERAGE I WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY-NOT THE LAWS OF THE UNITED STATES OF AMERICA.THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO.YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B. 7 of SECTION IV- BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The"accidents"or"loss"occurs within 25 miles of the United States border; and i While on a trip into Mexico for 10 days or less. 2. For coverage provided by this Section of.the endorsement, Paragraph B.5. Other Insurance in SECTION IV- BUSINESS AUTO CONDITIONS is replaced by the following: i The insurance provided by this endorsement will be excess over any other collectible Insurance. B. Physical Damage Coverage Is amended by the addition of the following: If a 'loss"to a covered "auto"occurs in Mexico,we will pay for such 'loss"In the United States. If the covered"auto"must be repaired in Mexico in order to be driven,we will not pay more than the actual cash value,of such"loss"at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto'is not principally garaged and principally used in the United States. 2. To any"insured"who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV-BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of accident, to waive rights of recovery against such person or organization. i i i I I AC 84 07 1111 O 2011, Liberty Mutual Group of Companies. All rights reserved. Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z1.1-2 61104-024 Issued By Liberty Mutual Fire Insurance Co. Schedule Premium I Liability Incl Physical Damage Incl Total Premium Incl V. Fellow Employee � Schedule of Employees• Your employee, but only for acts within the scope of their employment by you. XVIII. Drive Other Car LIAR MP UM UIM COMP COLL Name of Individual Not Applicable XX. Notice of Cancellation or Nonrenewal Name and Address Numbers of Days Not Applicable l ) i This endorsement does not apply in:Applies in MA only. i AC 84 07 11 11 O 2011, Liberty Mutual Group of Companies.All rights reserved. Page 11 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. REQUEST FOR MAYOR'S SIGNATURE ® T Please Fill in All Applicable Boxes iCE Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) _Originator: Sara Wood Phone Jqrlq1natorL ext. 5856 Date Sent: 1/12/15 Date Required: 1J19J15 Return Si ned Document to: Sara Wood CONTRACT TERMINATION DATE: 12/31/15 VENDOR NAME: Galls LLC DATE OF COl1N4-I1L APPROVAL: Brief Explanation of Document: The attached is an amendment to our original contract with Blumenthals. They were recently purchased by Galls LLC and we needed to adjust our contract to reflect the new company. Ali Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) n Received: ar . Approval of Law Dept.: ,d Law Dept. Comments: i" L Datu 5 . e Forwarded to Mayo v t (ID Shaded Areas To Be Comp!e"ted By Administration Staff � Received: ( yr Recommendations and Comments: `'. Disposition: ,wJ Ii - Date Returned: