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HomeMy WebLinkAboutCAG2019-464 - Original - ePRepSolutions, LLC - Parks Cost Recovery Consultation with PASS Tool - 11/12/2019 VA \ l Agreement Routing Form KEN T For Approvals,Signatures and Records Management Director initial �� W A S H I N G T O N This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Manager initials Originator: Lynn Osborn for Brian Levenhagen Department: Parks Date Sent: 11/12/19 Date Required: Soonest possible please > Authorized Director Date of 0 n/a I. to Sign: ❑ Council IL Mayor Approval: Budget 10006100 Grant? 11 Yes ❑✓ No Account Number: Type: N/A Vendor Category. Contract Name: ePRepSolutions LLC g n' c Vendor 2171268 Sub-Category o Number: R Project Name: Parks Cost Recovery Consultation with PASS Tool 0 C Project C Details: data collection & sorting, PASS tool build & deployment, staff training C 0 Agreement Basis for a0i Amount: $19,950.00 Selection of Direct Negotiation L Contractor. a+ a Start Date: 11/15/19 Termination Date: 7/15/Z O Z O Notice required prior to Yes No Contract Number: disclosure? 1:1 Date Received by City Attorney. Comments: c 3 0 cl: N all L 3 i.r 1p Im Date Routed to the Mayor's Office: in air Date Routed to the City Clerk's Office: a► Date Sent to Originator: Visit Documents.KentWA.gov to obtain copies of all agreements adccW22373_6_19 �KKNT CONSULTANT SERVICES AGREEMENT between the City of Kent and ePRepSolutions, LLC THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and ePRepSolutions organized under the laws of the State of Colorado, located and doing business at 910 Portland Place, #4, Boulder, CO 80304; Matthew Hickey (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: As described in attached Exhibit A, incorporated herein, consultant shall a provide parks and recreation cost recovery consultation including the PASST" tool. Scope of work includes assistance with data collection & organization, PAS STM tool build and deployment, and staff training in PASST" Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I by 07/15/2020. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $19,950.00, for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: CONSULTANT SERVICES AGREEMENT - 1 ($20,000 or Less) A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL CONSULTANT SERVICES AGREEMENT - 2 ($20,000 or Less) INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred CONSULTANT SERVICES AGREEMENT - 3 ($20,000 or Less) in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. CONSULTANT SERVICES AGREEMENT - 4 ($20,000 or Less) K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY OF KENT: (sigr ture) (signature) Print Name: Matthews Hickey Print Name: Julie Parascondola Its: Founder&Managing Partner Its: Parks, Recreation & Community (title) Services Director DATE: 11 i05i1 g DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Matt Hickey Brian Levenhagen ePRepSolutions City of Kent PO Box 1032 220 Fourth Avenue South Boulder, CO 80306 Kent, WA 98032 720-635-2271 (telephone) (253) 856-5113 (telephone) matt.hickey@eprepsolutions.net bilevenha en@kentwa. ov ATTEST: ' t v✓Y r Kent City Clerk P:\Planning\Contract Tracking\PKADM Contracts nng'd by PPD\ePREepSolutions-Cost Recovery Consult\ePRep PASS Cost Recovery Consult-CONTRACT CONSULTANT SERVICES AGREEMENT - 5 ($20,000 or Less) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By. ��1' j ` ✓� For: Matthew J Hickey Title: Founder & Managing Partner Date: 11/05/19 EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date) between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 I. SCOPE OF WORK - Consultation Services PASSTM Phase 1 - Organizational Data and Information Collection Phase 1 will consist of data and information collection. Below is a breakdown of the data collection process(See Appendix A for further information): • Facility,Course and Membership Data: o City of Kent staff(w/ePRepSolutions staff assistance) responsible for gathering and compiling all Facility, Course and Membership data using the client's recreation software. o Service areas staff(Program Coordinators and Supervisors) responsible for approving this data. o Projected six (6)weeks with availability and access to Program staff. • Expense Data: o Finance staff responsible for gathering Fiscal Year financial data as related to the services that are to be analyzed. o ePRepSolutions staff will then work with the Finance staff to insure data "matches"the Facility, Course and Membership data. o Simultaneously—Projected three (3) weeks) with availability and access to Finance staff. • Appendix A: o Attached is a comprehensive and detailed Data and Information Request List to help guide collection and submittal. See Appendix A for list of information needed. The data will be compiled using formatted Microsoft Excel° spreadsheets provided by ePRepSolutions that will be imported into PASS'". NOTE—Service Category creation will take place in conjunction with the data collection. See page 15 in Appendix A for more information. Phase 1 Requirements: ❑ Active participation from service areas and Finance staff ❑ City of Kent Finance staff gathers initial financial data ❑ City of Kent staff gathers(w/ePRepSolutions staff assistance) facility, course and memberships data and approves final data set NOTE—ePRepSolutions staff will be onsite for approximately 4 days at the onset of the project to assist with the data collection. Scheduling considerations: ❑ Approximately six weeks for completion eMep'Splufions ' 'SSTM PhasePASS' 11 Build After all required data and information has been approved by the organization and submitted to ePRepSolutions staff,the process of building PASSIM can begin. While building PASSTm based upon the Department's information and data, ePRepSolutions staff will remain in regular contact with the Department's Project Lead to share development updates,to gain clarification as necessary, and to gather further relevant information. These interactions will be conducted via email and/or phone, and phone conferencing can be scheduled when deemed appropriate. On-site meetings are optional during Phase 2. Phase 2 Requirements: ❑ City of Kent staff links their current Service Categories to all services in the Excel Import ❑ Intermittent availability of service areas and Finance staff Scheduling considerations: ❑ Starting from submittal of all required data and information; approximately two weeks for completion ' ' Phase ' Deployment:St Workshop As a result of all work to date, a Staff Workshop will be held with the goal of teaching and training Department staff about the deployment of the PASS'm Process and the use of those reports. A focus will be placed on how the information gained can be used to benefit the Department and its constituencies. Phase 3 requirements: ❑ One (1) ePRepSolutions staff ❑ Active participation from service areas and Finance staff, and key Department leadership ❑ Staff workshop and meetings space Scheduling considerations: ❑ 4 hour workshop—e.g., 9:00 a.m.—12:00 p.m. *In preparation of the process, the following tasks must be completed prior to beginning the project. They are as follows: 1. Strategic Development meeting -PASS'" Kickoff 2. Identification of the agency's Project Lead 3. Determination of a tentative project timeline 4. Confirmed contract with representative signatures Once these operational tasks are completed,the project can commence. 81 age ePRep'So(utions II. PASS"' Process Tool - Pricing and Subsidy Strategy The PASS'" planning and financial management process uses the community's service objectives and organization's operational budgets along with preferred cost recovery and subsidy levels to determine the required fees for rentals, courses, and memberships. Within the PASS'" process tool,there are philosophical decisions to be made inside each module.These management level decisions reflect the organization's preferred pricing, cost recovery and subsidy strategies. Pricing and Subsidy Strategy(PASST"')Process Overview The PASS'"' fiscal planning and management process takes into account the following when calculating data: fiscal Integrity,Cost FundingSources, Recovery,subsidy Facilities,Progr ms, Levels Personnel Community Priorities +° Resident&Non- Groups txpenses,Capital i (This illustration represents the systematic approach PASS"follows in aiding organizations in pursuit of a financially sustainable future.) 9 � a � ePR lutions III. Deliverables • During the process, ePRepSolutions, LLC will follow the Scope of Work as presented in this proposal.The Scope of Work will result in the following services and deliverables provided to the City of Kent • Identification and setup (Excel®spreadsheets)of all parks& recreation services for this analysis with supporting data (expenses, breakdown of facilities, breakdown of courses, breakdown of memberships). • Complete setup of data within the PASS'"Tool. • One(1)year use of a fully functional hosted online"tool"identifying the true cost of doing business for all services in the analysis,including training on how to use the software. • One(1)year access to ePRep staff for assistance. • Additional report creation upon request allowing for ePRepSolutions staff availability. • PASS'" Report Guide • A Summary Report detailing your agencies service performance including suggestions on how to optimize your organizations recreation software. • If desired,ePRepSolutions staff will attend Board,Council or public meetings to further explain the PASS"" process. *A minimum of two-week notice is needed. IV. Fees • Proposal - Project Scope &use of the PASST""Tool * ..... $19,950.00 *Notel:Price includes any and all upgrades to the PASS'"Tool for the term of the contract. *Note2:Pricing is for consulting services and use of the PASS'"Tool. There is no purchase of software. V. Proposed Timeline PASS TM Process Timeline 2019- Nov Feb 2020 March 2020 ' ' 2019 PASST11 ' Organizational Data& Phase 1 Information Collection PASST" Phase 2 - PASS"Analytical Tool Build—Two Phase 2 (2) weeks Phase 3 Workshop One •. 10 Page ePRepSolutions VI. Firm Overview ePRepSolutions, LLC is an innovative company whose express purpose is to develop and implement integrative systems designed to advance governmental and non-profit financial management capacity and accountability. ePRepSolutions, LLC is a Steamboat Springs, Colorado-based company founded in 2009 by experts in the parks and recreation field who identified the need for a more disciplined approach to cost recovery. ePRepSolutions, LLC - Values • Professional Integrity- Relationships based upon trust and candor • Exceeding Expectations-Setting a new customer service standard • Innovation - Staying ahead of the curve • Relevance-Valid to today's conditions ePRepSolutions, LLC - Vision Leading the way towards financial accountability....INFUSE PHILOSOPHY ABOUT CHANGING THE INDUSTRY ePRepSolutions, LLC - Mission ePRepSolutions, LLC, will provide public and non-profit agencies with innovative and relevant financial management tools and support services, developed based upon contemporary qualitative and quantitative indicators, with the intention of grounding organizations in sound fiscal accountability and responsibility. 111Page ePRepSolutions VII. Qualifications: ePRepSolutions, LLC identified the urgent need to help municipal parks and recreation entities across the country make logical and defensible management decisions. Given economic and social realities, cities across the country are grappling with budget problems brought on by a nationwide financial crisis and recession, and ever-changing social circumstances that led many to believe that the systems of yesterday are antiquated and ill-equipped to adapt to the community needs of today. As a result, many municipal parks and recreation agencies are experiencing unprecedented budget reductions in the midst of heightened community expectations. Regardless of governments' financial challenges, citizen interest has not diminished relative to quality of life services.The belief is that municipal parks and recreation, libraries and others that contribute to or enhance the human condition should be sustained or expanded to meet the needs and desires of increasingly diverse populations. Regardless, many organizations have had to make difficult decisions due to budget reductions including eliminating recreation programs, "mothballing" parks, or permanently divesting of long-held assets. It is incumbent upon these entities to develop and adopt cost recovery and subsidy allocation philosophies that align with the values of the communities they serve. This should be done while adhering to staunch financial management guidelines that lead to enhanced financial accountability and a greater sense of responsibility to resident taxpayers. ePRepSolutions' first product, the Pricing and Subsidy Strategy process (PASS'"'), was developed in response to significant budget reductions,the all-too-common practice of arbitrary pricing, and an interest in determining the "true costs of doing business". Commonly, many municipal organizations consider only direct costs as part of their pricing or fee development equations and have little idea what the indirect costs are of each service. Additionally, many do not know how to incorporate these costs into their service pricing or fee development.This is contrary to the private sector's philosophy of determining and accounting for all costs as part of product development and pricing formulas. PASS'"' is, in essence,technical tool designed to account for all costs for each individual service provided by an agency. Its outputs result in accurate pricing(fees) based upon real costs and a pre-determined cost recovery or subsidy allocation goal. It integrates all direct and indirect costs from existing financial management programs. ePRepSolutions has worked with over 50 parks and recreation agencies across the United States. For a partial list of past/current clients, please go to http://eprepsolutions.net/aboutus.html. 12 ge. em lutions VIII. Key Personnel Matthew J. Hickey, M.S.M., - Project Manager Founder and Managing Member Matthew has more than 29 years of functional and operational !"" experience in the parks and recreation industry. In addition to his role as Managing Member for ePRepSolutions, LLC for the past four years full-time, Matthew had been the Senior Business Analyst for the City of Boulder Parks and Recreation Department in Boulder, Colorado for eight years.This position included the operational management and overall co- management of CLASS', a proprietary recreation software system (membership,facility booking, registration, etc....). Matthew's duties included maintenance of the overall operational structure of the system, analysis of data and reporting, administrator of system related projects, cross-coordination of the system within the Department as well as city-wide and researching future operational improvement methods and management options. It was in the role of Senior Business Analyst that Matthew gained the experience and knowledge to create the Pricing and Subsidy Strategy(PASS'") process tool. Prior to this role, Matthew was a facility manager of the newest and largest recreation facility in the City of Boulder Parks and Recreation system,the North Boulder Recreation Center, and spent four years in this position. He has worked in other notable positions such as Operations Director for the Colorado Athletics Clubs, a for-profit fitness facility;the Recreation Coordinator and Front Desk Manager for the Town of Avon Parks and Recreation Department in Avon, Colorado; and as Front Desk Manager and Intern for the City of Boulder Parks and Recreation Department. While working full-time at the Colorado Athletic Club, Matthew obtained a Masters in Sports Management from the University of Denver in Denver, Colorado. During Matthew's second year in the program he was asked to be a guest lecturer for first year graduate students in the Sports Management emphasis covering the topic of recreation facility design and completion. Matthew's expertise is in analysis of financial, facility and program management data and interpretation. Other areas that Matthew has excelled in are municipal and private facility management and municipal program coordination; understanding and experience in the design and function of parks and recreational facilities and programs; extensive knowledge and application of computer-based recreation registration and Point-of-Sale software, and advanced computer office software systems and applications. 131Page c N tiA c v L C Q1 F O 3 O A oCL m Q) +� v U N r-I cu -C bD N a)) 4- QJ QJ Q N U m — F Q- b�A n a) �m QJ O v L nom � Q a) `L w H L c � -0+' c 0 > 0 u V U i U � � � bD W -0 E c a) fD vi a, a) c — c c c -a a, .0 N L ar CL a) u M E m v�i O i m o L ;,= E n L p O m •N m `� L Ln O aJ O — 4- , c d p O m W 4- m N N a) m a) v > 4- o CL _ _ O. 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EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 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 City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general EXHIBIT B (Continued) aggregate and a $1,000,000 products-completed operations aggregate limit. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. EPREP-1 A�ORO CERTIFICATE OF LIABILITY INSURANCE D 11/05/2019TE V) 11/05I2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER 303-962-0811 CONTACT AME CT Freeman Insurance West PHONE 303-962-0811 FAX 303-962-0817 12600 W.Colfax Ave.Ste A-260 (A/C,No,Ext): A/C,No): Lakewood,CO 80215 n oA L S:melanieb@freemaninswest.com RIES Tim Fischer INSUREIRSI AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Company 22357 INSURED INSURER B:Plnnacol Assurance 41190 ePr"Bo 1032 ns,LLc PO PO BOX 1032 INSURER C:United State Liabili ty Ins Grp Boulder,CO 80306 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTRNSR TYPE OF INSURANCE ADOL SUBS!WVDPOLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE �OCCUR 34SBAPK1311 06/29/2019 06/29/2020 DAMAGMISE TO RENTED PRE ES $ 1,000,000 MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 POLICY JEST LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINEacc,dD SINGLE LIMIT $ 1,000,000 ANY AUTO 34SBAPK1311 06/29/2019 06129/2020 BODILY INJURY Perperson) $ OWNED SCHEDULED !II AUTOS ONLY AUTOS BODILYBODILY INJURY Per accident $ X AUTOS ONLY X AUOTOODS ONLD PROaE�.iR�I AMAGE $ A X UMBRELLA X OCCUR PEACH OCCURRENCE 11000,000 EXCESS LIAB CLAIMS-MADE 34SBAPK1311 06/29/2019 06/29/2020 AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 B WORKERS COMPENSATION X I PER LIT, 1 OTH- ANDEMPLOYERS'LIABILITY YIN 168343 10/01/2019 10/01/2020 STAT 500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OICER/MEMBER EXCLUDED? NIA (MaFFndatory in NH) E.L.DISEASE-EA EMPLOYEE $ 600,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 500,000 C Professional Liab TK1550321H 06/29/2019 06/29/2020 Ech Claim 1,000,000 Technology E&O Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION CITYK-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Kent Parks ACCORDANCE WITH THE POLICY PROVISIONS. Recreation and Community Services Department AUTHORIZED REPRESENTATIVE 220 Fourth Ave. S. Kent WA 98032 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 34 SBA PK1311 CHANGE NUMBER: 001 lir THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): THE CITY OF KENT PARKS RECRATION AND COMMUNITY SERVICES Location(s) Of Covered Operations: 220 FOURTH AVE S. KENT, WA 98032 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section C. — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions;or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Form SS 41 70 06 11 Page 1 of 1 Process Date: 11/11/19 Policy Expiration Date: 06/29/20 © 2011,The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) POLICY NUMBER: 34 SBA PK1311 CHANGE NUMBER: 001 lic THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): THE CITY OF KENT PARKS RECRATION AND COMMUNITY SERVICES Location And Description Of Completed Operations: 220 FOURTH AVE S. KENT, WA 98032 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Section C. — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". Form SS 41 71 06 11 Page 1 of 1 Process Date: 11/11/19 Policy Expiration Date: 06/29/20 © 2011,The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM This coverage is subject to all provisions in the moved from the place where they are BUSINESS LIABILITY COVERAGE FORM not accepted by the "insured"for movement into expressly modified herein: or onto the covered "auto'; or c. After the "pollutants" or any property in A. Amended Coverage: which the "pollutants" are contained are Coverage is extended to "bodily injury" and moved from the covered "auto" to the placewhere they are finally delivered, disposed of "property damage" arising out of the use of a "hired auto"and"non-owned auto". or abandoned by the "insured". Paragraph a. above does not apply to fuels, B. Paragraph B. EXCLUSIONS is amended as lubricants, fluids, exhaust gases or other follows: similar "pollutants" that are needed for or 1. Exclusion g. Aircraft, Auto or Watercraft does result from the normal electrical, hydraulic not apply to a "hired auto" or a "non-owned or mechanical functioning of the covered auto". "auto"or its parts, if: 2. Exclusion e. Employers Liability does not (1) The "pollutants" escape, seep, migrate, apply to "bodily injury" to domestic "employees" or are discharged or released directly not entitled to workers' compensation benefits from an "auto" part designed by its or to liability assumed by the "insured" under an manufacturer to hold, store, receive or "insured contract". dispose of such "pollutants"; and 3. Exclusion f. Pollution is replaced by the (2) The "bodily injury" and "property following: damage" does not arise out of the "Bodily injury" or "property damage" arising out operation of any equipment listed in of the actual, alleged or threatened discharge, paragraphs 15.b. and 15.c. of the dispersal, seepage, migration, release or definition of"mobile equipment". escape.of"pollutants": Paragraphs b. and c. above do not apply to a. That are, or that are contained in any "accidents" that occur away from premises property that is: owned by or rented to an "insured" with (1) Being transported or towed by, handled, respect to "pollutants" not in or upon a or handled for movement into, onto or covered "auto" if: from,the covered"auto"; (1) The "pollutants" or any property in (2) Otherwise in the course of transit by or which the "pollutants" are contained are on behalf of the"insured"; or upset, overturned or damaged as a result of the maintenance or use of a (3) Being stored, disposed of, treated or covered "auto'; and processed in or upon the covered "auto". b. Before the "pollutants" or any property in which the "pollutants" are contained are Form SS 04 38 09 09 Page 1 of 3 © 2009,The Hartford (Includes copyrighted material of ISO Properties, Inc.,with its permission) (2) The discharge, dispersal, seepage, company)for an "auto"owned by him or her migration, release or escape of the or a member of his or her household. "pollutants" is caused directly by such d. Anyone liable for the conduct of an "insured" upset, overturn or damage as a result of described above but only to the extent of that the maintenance or use of a covered liability. "auto". D. With respect to the operation of a "hired auto" and 4. With respect to this coverage, the following "non-owned auto", the following additional additional exclusions apply: conditions apply: a. Fellow employee 1. OTHER INSURANCE Coverage does not apply to "bodily injury"to a. Except for any liability assumed under an any fellow "employee" of the "insured" "insured contract"the insurance provided by arising out of the operation of an "auto" this Coverage Form is excess over any owned by the "insured" in the course of the other collectible insurance. fellow"employee's"employment. However, if your business is the selling, b. Care, custody or control servicing, repairing, parking or storage of Coverage does not apply to "property "autos", the insurance provided by this damage" involving property owned or endorsement is primary when covered transported by the "insured" or in the "bodily injury" or "property damage" arises "insured's"care, custody or control. out of the operation of a customer's "auto" C. With respect to "hired auto" and "non-owned auto" by you or your"employee". coverage, Paragraph C. WHO IS AN INSURED is b. When this Coverage Form and any other deleted and replaced by the following: Coverage Form or policy covers on the The following are"insureds": same basis, either excess or primary, we will pay only our share. Our share is the a. You. proportion that the Limit of Insurance of our b. Your "employee" while using with your Coverage Form bears to the total of the permission: limits of all the Coverage Forms and policies (1) An "auto" you hire or borrow;or covering on the same basis. (2) An "auto" you don't own, hire or borrow in 2. TWO OR MORE COVERAGE FORMS OR your business or personal affairs; or POLICIES ISSUED BY US (3) An "auto" hired or rented by your If the Coverage Form and any other Coverage "employee" on your behalf and at your Form or policy issued to you by us or any direction. company affiliated with us apply to the same c. Anyone else while using a hired auto" or "non- Insurance under ally hee maximum Limit of Coverage Forms or owned auto"with your permission except: policies shall not exceed the highest applicable (1) The owner or anyone else from whom you Limit of Insurance under any one Coverage hire or borrow an "auto". Form or policy. This condition does not apply to (2) Someone using an auto while he or she is any Coverage Form or policy issued by us or an working in a business of selling, servicing, affiliated company specifically to apply as repairing, parking or storing "autos" unless excess insurance over this Coverage Form. that business is yours. E. The following definitions are added: (3) Anyone other than your "employees", G. LIABILITY AND MEDICAL EXPENSES partners(if you are a partnership), members DEFINITIONS: (if you are a limited liability company), or a 1. "Hired auto" means any "auto" you lease, lessee or borrower or any of their hire, rent or borrow. This does not include employees", while moving property to or any auto you lease, hire, rent or borrow from an"auto". from any of your"employees", your partners (4) A partner (if you are a partnership), or a (if you are a partnership), members (if you member (if you are a limited liability are a limited liability company), Page 2 of 3 Form SS 04 38 09 09 or your "executive officers" or members of their households. This does not include a long-term leased "auto" that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of its breakdown, repair, servicing or destruction. 2. "Non-owned auto " means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes: a. "Autos" owned by your "employees" your partners (if you are a partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b. Customer's "auto" that is in your care, custody or control for service. Form SS 04 38 09 09 Page 3 of 3