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HomeMy WebLinkAboutCAG2020-217 - Amendment - #1 - Craft3 - Small Business Grant Project Distribution Services - 08/12/2020ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: †Director or Designee † Mayor Date of Council Approval: Budget Account Number: Budget? † Yes † No Grant? † Yes † No Type:Review/Signatures/RoutingDate Received by City Attorney:Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? † Yes † No* *If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? † Yes † No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Rhonda Bylin Economic and Community Development August 11, 2020 August13, 2020 ✔June 2, 2020 ✔ V00010.64190.1237 ✔Federal and local Craft 3 Contract 2323869 Amendment Small BusinessRelief Grant Project disbursal of $4500 assistance grants to Kent Businesses impacted by COVID-19 located within CoK limits and meeting other elegibility requirements $86,750 Other Upon execution 12/31/2020 ✔ ✔CAG2020-217 8/12/2020 8/12/2020 08/12/20 FIRST AMENDMENT TO GRANT DISTRBUTION SERVICES AGREEMENT Page 1 (between City of Kent and Craft3) FIRST AMENDMENT TO GRANT DISTRIBUTION SERVICES AGREEMENT BETWEEN THE CITY OF KENT AND CRAFT3 This First Amendment (hereinafter “First Amendment”), to the Grant Distribution Services Agreement, dated July 8, 2020, (hereinafter “Agreement”) is made and entered into by and between Craft3, (hereinafter “Contractor”), and the City of Kent, a Washington municipal corporation (hereinafter “City”), collectively the (“Parties”). RECITALS The Parties have agreed to modify the Agreement as provided below and to ratify all acts consistent with the authority of this Amendment prior to its effective date. AMENDMENT NOW THEREFORE, in consideration of the mutual intent, desire and promises of the Parties and other good and valuable consideration, the City and Contractor each agree as follows: 1. Section IV of the Agreement, entitled “Compensation and Grant Funds,” is hereby modified as follows: A. Compensation. The City shall pay the Contractor a total amount of $86,500 in compensation for providing grant administration services as described Section I (“Service Fee”). The Service Fee 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 City shall disburse half of the Service Fee ($43,250) to Contractor promptly following the Effective Date. The second half of the Service Fee ($43,500) will be paid upon completion of all services described in this Agreement. B. The City shall disburse to Craft3 the CARES Act grant funds, including $713,500 from the WA Department of Commerce and $200,000 from King County (“Grant Funds”), promptly following the Effective Date. C. Additional Grant Funds: The City shall disburse to Craft3 additional CARES Act grant funds in the amount of $500,000 from the WA Department of Commerce (“Additional Grant Funds”), promptly following the Effective Date of this Amendment. D. Additional Services: Contractor shall provide additional grant administration services as described in Section I on a flat fee basis per additional award/disbursement for all awards over the initial 203 grant awards/disbursements. The City shall pay Craft3 $175 for each additional disbursement after the initial 203 grant awards/disbursements (“Additional Service Fee”). This fee will only apply to the 14 awards after the initial 203 awards, for a maximum fee increase of $2,450 to the original Service Fee. Total compensation for all services under this Agreement shall not exceed $88,950. Any Additional Service Fee shall be paid upon completion of all services described in this Agreement. 2.Ratification. All acts consistent with the authority of this Amendment and prior to its effective date are ratified and affirmed and the terms of the Agreement and this Amendment shall be deemed to have applied. 3.Remaining Provisions. Except as specifically amended by this Amendment, all remaining provisions of the Agreement shall remain in full force and effect. The parties whose names appear below swear and affirm that they are authorized to enter into this Amendment, which is binding on the parties of the Agreement. IN WITNESS, the parties below have executed this Amendment, which will become effective on the last date written below. CONTRACTOR: By: (signature) Print Name: Its (title) DATE: CITY OF KENT: By: (signature) Print Name: Dana Ralph Its Mayor (title) DATE: Digitally signed by Mark Stevenson, EVP & Chief Financial Officer Date: 2020.08.11 12:17:18 -07'00' 08/12/2020 GRANT DISTRIBUTION SERVICES AGREEMENT between the City of Kent and Craft3 THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation hereinafter the "City"), and Craft3 a nonprofit Community Development Financial Institution organized under the laws of the State of Oregon, located and doing business at 42 7th St., Suite 100, Astoria, OR 97103 (hereinafter the "Contractor"). Exhibits incorporated as part of this contract: Exhibit A = Scope of Work Exhibit B = Declaration, City of Kent Equal Employment Opportunity Policy Exhibit C = Insurance I. DESCRIPTION OF WORK.Contractor will administer a small business grant program for the benefit of City-licensed businesses that are suffering from the immediate impacts of COVID-19 forced closures in accordance with the terms of this Agreement and federal or state statutes, and all federal, state, and local rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. Contractor will be provided CARES Act grant funds that the City has received from both the Washington State Department of Commerce and King County. Contractor will ensure that these funds are not commingled and its accounting practices will ensure expenditures are separately administered. II. APPROVAL REQUIRED.Pursuant to the terms of the WA State Department of Commerce Interagency Agreement, this Agreement shall be subject to the written approval of the Washington Department of Commerce unless the Washington Department of Commerce determines, in writing, that such approval is not required or waives such approval. The City shall be responsible for obtaining such approval or waiver. III. 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. Contractor shall complete the work described in Section I by December 31, 2020. IV. COMPENSATION AND GRANT FUNDS. A. Compensation. The City shall pay the Contractor a total amount of $86,500 in compensation for providing grant administration services as described Section I (“Service Fee”). The Service Fee 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 City shall disburse half of the Service Fee ($43,250) to Contractor promptly following the Effective Date. The second half of the Service Fee ($43,500) will be paid upon completion of all services described in this Agreement. B. The City shall disburse to Craft3 the CARES Act grant funds, including 713,500 from the WA Department of Commerce and $200,000 from King County (“Grant Funds”), promptly following the Effective Date. V. MARKETING AND COMMUNICATION.It is anticipated that over the term of the agreement, opportunities for performing community outreach, communications and/or co- marketing may arise – whether initiated by the City or the Contractor. In general, the Contractor and City will work collaboratively on message development and communication planning for such efforts. Specifically, a process for collaborative development of communication materials and outreach that impacts the project could include: A. As appropriate, a summary of the opportunity will be sent via email by the City to the Contractor, or vice versa, for review and approval; B. The Contractor will be provided a draft of all marketing materials, press releases, websites, grant application forms, grant application agreements, social media plans, and other communication material developed for review and approval no less than three business days prior to publication and use by the City; and C. The City and Contractor agree to acknowledge involvement of each other, if appropriate, when discussing the program with media outlets or elected officials. The Contractor agrees that any publications (written, visual, or sound) but excluding press releases, newsletters, and issue analyses, issued by the Contractor describing programs or projects funded in whole or in part with federal funds under this Contract, shall contain the following statements: This project was supported by a grant awarded by US Department of the Treasury. Points of view in this document are those of the author and do not necessarily represent the official position or policies of the US Department of the Treasury. Grant funds are administered by the Local Government Coronavirus Relief Fund thru the Washington State Department of Commerce.” VI. DEBARMENT. A. Contractor certifies by signing this Agreement that to the best of its knowledge and belief that it: 1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2) Has not within a three-year period preceding this Contract, been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; 3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of federal Executive Order 12549; and 4) Has not within a three-year period preceding the signing of this Contract had one or more public transactions (federal, state, or local) terminated for cause of default. B. Where the Contractor is unable to certify to any of the statements in this Contract, the Contractor shall attach an explanation to this Contract. C. The Contractor agrees by signing this Contract that it shall not knowingly enter into any transaction with a person or entity debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the Washington Department of Commerce. D. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and voluntarily excluded, as used in this section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. See the Washington Department of Commerce for assistance in obtaining a copy of these regulations. VII. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION. A. “Confidential Information” as used in this section includes: 1) All material provided to the Contractor by the City and the Washington Department of Commerce designated as “confidential” by Washington Department of Commerce; 2) All material produced by the Contractor that is designated as confidential” by the City or the Washington Department of Commerce, including City taxpayer information; and 3) All personal information in the possession of the Contractor that may not be disclosed under state or federal law. B. The Contractor shall comply with all local, state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information, including Kent City Code 3.29.200. The Contractor shall use Confidential Information solely for the purposes of this Agreement and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of the City or as may be required by law. C. The Contractor shall take all commercially reasonable steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. This duty requires the Contractor to employ reasonable security measures, which include restricting access to the Confidential Information by: 1) Allowing access only to staff that have an authorized business requirement to view the Confidential Information; 2) Physically securing any computers, documents, or other media containing the Confidential Information; 3) Ensuring the security of Confidential Information transmitted via fax facsimile) by verifying the recipient phone number to prevent accidental transmittal of Confidential Information to unauthorized persons; 4) When transporting records containing Confidential Information outside of a Secure Area, do one or more of the following as appropriate: a. Use a Trusted System; and b. Encrypt the Confidential Information, including: i. Email and/or email attachments; and ii. Confidential Information when it is stored on portable devices or media, including, but not limited to laptop computers and flash memory devices; and c. Sending paper documents containing Confidential Information via a Trusted System. 5) The compromise or potential compromise of Confidential Information must be reported to the City contact designated on any Contract within five (5) business days of discovery for breaches of less than 500 persons’ protected data, and three (3) business days of discovery for breaches of 500 or more persons’ protected data. The parties must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law. D. Upon request, the Contractor shall provide the City or the Washington Department of Commerce with its policies and procedures on confidentiality. The City or the Washington Department of Commerce may require changes to such policies and procedures as they apply to this Agreement whenever the City or the Washington Department of Commerce reasonably determines that changes are necessary to prevent unauthorized disclosures. The Contractor shall make the changes within the time period specified by the City or the Washington Department of Commerce. Upon request, the Contractor shall immediately return to the City or the Washington Department of Commerce any Confidential Information the City or the Washington Department of Commerce reasonably determines has not been adequately protected by the Contractor against unauthorized disclosure. VIII. MAINTENANCE OF RECORDS. A. The Contractor shall retain for a period of six (6) years from the termination of this Agreement unless required otherwise by law: 1) All financial, statistical, participant, and other records (including medical and treatment records) and supporting documentation; 2) All records for nonexpendable personal property; 3) All records to document performance of all acts required by law, regulation, or this Agreement; 4) All records to demonstrate accounting procedures and practices that sufficiently and properly document the Contractor’s invoices to the City under this Agreement; and 5) All records sufficient to substantiate the Contractor’s statement of its organization’s structure, tax status, capabilities, and performance. B. If any litigation or audit is initiated, or if a claim is instituted involving this Agreement, the Contractor shall retain all related records until the litigation, audit, or claim has been finally resolved. IX. FISCAL ACCOUNTABILITY STANDARDS. During the Agreement performance period, the Contractor agrees to maintain financial systems which will assure the following for this Agreement. The Fiscal Accountability Standards are specific to the “Grants” and does not apply to the “Service Fee”: A. Accurate, current, and complete disclosure of all direct and indirect costs; B. Records that identify all sources and application of funds; C. Control and accountability for all funds, property, and other assets; D. Procedures that ensure comparison of actual costs with approved budgets; E. Procedures to assure timely disbursement of funds received by the Contractor from the City; F. Procedures to assure all costs are allowable, reasonable, and are properly allocated to each funding source; G. Source documentation that supports all accounting records; and H. Procedures for timely and appropriate resolution of audit findings and recommendations. All fiscal books, records, documents, reports, and other data relating to this Agreement shall be maintained and reported in a manner consistent with BARS. The Contractor agrees that any City, state, federal, or other funding agency; any local, state, or federal regulatory body; and the Office of State Auditor shall have full access to and right to examine any fiscal books, records, documents, and other materials relevant to this Agreement at all reasonable times. X. MONITORING AND REPORTING REQUIREMENTS. Pursuant to General Terms and Conditions Section 15, Subcontracting of the Interagency Agreement, the Contractor must adhere to requirements established through 2 CFR Part 200, Subpart F Audit Requirements. These requirements include, but are not limited to the following: A. Monitoring. The City will monitor the activities of the Contractor from award to close-out. The Contractor understands and agrees that it is subject to monitoring by the City and the Washington State Department of Commerce from time to time to assure compliance with all terms and conditions of this Agreement, and all applicable local, state, and federal laws, regulations, and promulgated policies. Monitoring by the City under this Grant Agreement may include, but not be limited to on-site inspections by City staff. The City reserves the right to contract with another local government or other contracting party to perform this service. The Contractor shall provide to the City a copy of any Commerce Department monitoring report no later than thirty (30) days after the issuance of the report to the Contractor. The Contractor shall provide to the City its response and corrective action plan for all areas of concern contained in the monitoring report. B. Fiscal Reporting Responsibilities The Contractor shall provide fiscal statements or reports as may be required from time to time by the City, which statements or reports, or both, must indicate the status of all accounts and funds being used to perform under this Grant Agreement. The Contractor shall maintain proper documentation and records of all expenditures incurred pursuant to the terms of this Agreement in a manner as will facilitate auditing by the Department of the Treasury, the Washington State Department of Commerce, and/or the City. C. Audits 1) If the Contractor expends a total of $750,000 or more in federal financial assistance and has received federal financial assistance from the City during its fiscal year, it shall have an independent audit conducted of its financial statement and conditions, which shall comply with the requirements of generally accepted auditing standards (GAAS); General Accounting Office (GAO’s) Standards for Audits of Governmental Organizations, Programs, Activities, and Functions; and the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards aka the Uniform Guidance (2 CFR Part 200), as amended, and as applicable. The Contractor shall provide a copy of the audit report to the City no later than thirty (30) days after the audit’s completion or (6) months subsequent to the end of the Contractor’s fiscal year, whichever date is sooner. The Contractor shall provide to the City its response and corrective action plan for all findings and reportable conditions contained in its audit. When reference is made in its audit to a Management Letter or other correspondence made by the auditor, the Contractor shall provide copies of those communications and the Contractor’s response and corrective actions plan. 2) The Catalog of Federal Domestic Assistance (CFDA) number for the Coronavirus Relief Fund for Local Governments program is 21.99. XI. 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 Contractor 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 Contractor maintains and pays for its own place of business from which Contractor’s services under this Agreement will be performed. C. The Contractor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Contractor 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 Contractor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Contractor’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Contractor maintains a set of books dedicated to the expenses and earnings of its business. XII. TERMINATION. A. Suspension or Termination for Lack of Funding: 1) The City may suspend or terminate this Agreement, in whole or in part, upon five (5) business days’ written notice in the event expected or actual funding from a state, federal, or other source is withdrawn, reduced, or limited in any way prior to Agreement expiration. The suspension or termination shall be effective on the date specified in the written notice. 2) In the event of suspension under this clause, the City shall provide the Contractor written notice stating when services may be resumed. The City shall be liable only for payment in accordance with the terms of this Agreement for services rendered prior to the effective date of suspension and after the date that services may be resumed. 3) In the event of termination under this clause, the City shall be liable only for payment in accordance with the terms of the Contract for services rendered prior to the effective date of termination. The City may pay an amount mutually agreed by the parties for partially completed work and services. B. Suspension or Termination for Lack of Performance: 1) In the event the City determines the Contractor has failed to comply with the terms or conditions of this Agreement in a timely manner, or has otherwise breached any provision or condition of this Agreement, the City has the right to suspend or terminate this Agreement immediately upon issuance of written notice. 2) The City may suspend all or any part of this Agreement, and withhold further payments or prohibit the Contractor from incurring additional obligations thereunder, during investigation of suspected noncompliance. The City may also take these actions pending corrective action by the Contractor or pending a decision by the City to terminate the Agreement. 3) The rights and remedies of the City provided in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. C. Suspension or Termination for Fraud, Abuse, Violation of Law: The City reserves the right to suspend or terminate all or part of this Agreement, to withhold further payments, or to prohibit the Contractor from incurring additional obligations of funds, if the City has reason to believe that fraud, abuse, or violation of law has occurred on the part of the Contractor in the performance of this Agreement or any other contract. XIII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the Contractor 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. Contractor shall execute the 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, attached hereto as Exhibit B and incorporated by this reference. XIV. INDEMNIFICATION. Contractor 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 Contractor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City shall defend, indemnify and hold the Contractor, 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 City's performance of this Agreement, except for that portion of the injuries and damages caused by the Contractor's sole negligence. The City's inspection or acceptance of any of Contractor'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 CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Contractor 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 Contractor’s part, then Contractor 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 Contractor’s part. The provisions of this section shall survive the expiration or termination of this Agreement. XV. LIMITATION OF LIABILITY.The Department of Commerce and the State of Washington are not liable for claims or damages arising from a Contractor’s performance pursuant to this contract. XVI. INSURANCE.The Contractor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit C attached and incorporated by this reference. By: signature) Print Name: Its title) DATE: By: signature) Print Name: Dana Ralph Its Mayor DATE: NOTICES TO BE SENT TO: CONTRACTOR: Mark Stevenson, Chief Financial Officer Craft3 NOTICES TO BE SENT TO: CITY OF KENT: William Ellis City of Kent 220 Fourth Avenue South Kent, WA 98032 253) 856-5707 (telephone) 253) 856-6554 (facsimile) Digitally signed by Mark Stevenson, EVP & Chief Financial Officer Date: 2020.07.08 07:53:57 -07'00' 07/08/2020 EXHIBIT A SCOPE OF WORK/SPECIFIC REQUIREMENTS General Description of Work Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Craft3 will assist the City of Kent in administering a small business grant program to Kent licensed businesses that are suffering from the immediate impacts of Covid-19 forced closures and to help reimburse a portion of their loss revenues. As the 1,000,000 in earmarked funding is likely far less than revenues lost, the City will ask Craft3’s reviewers to utilize their best judgements of equitable dispersion of funding similar to precedents set by other jurisdictions in Washington state and philanthropy, with especial considerations given to achieving an outcome of helping historically underserved communities also recover economically. Historically underserved communities, as defined by King County in their grant program, including business owners from Black, indigenous peoples, people of color and communities all of whom may have faced barriers that prevented their access to other relief resources to date. Craft3 will play a supporting role in best practices of outreach and announcement, a supporting role in development of application materials (to be modeled after King County’s) and will take on the lead role in the development of the online English application, application intake, grant awards evaluation and selection, distributing electronic notification forms, and disbursing of funds, as necessary including final reporting back to the City. All data will be held by Craft3 in compliance with public records laws. Specific Requirements This project will be led by the Economic and Community Development Department under the supervision of the City of Kent’s Economic Development Division which will serve as sole point of contact with Craft3. 1. Scope of Work: General Responsibilities of Craft3: x Work planning o In consultation with the City, Craft3 to develop work plan with detailed timeline and tasks required at each stage of the grant program. x Application Material Support o Offer consultation during the planning phase of the grant program to assist City of Kent (or a specific department but not more than 1) in developing the grant criteria and application questions. o Consultation will include best practices or “lessons learned” from other grant work performed around effective data collection. x Outreach and Official Announcement o Support the City of Kent to provide at least two 1-hour informational meetings via Zoom to key stakeholders and outreach partners, including: Kent Chamber of Commerce Kent Human Services and Cultural Community Boards Kent Communities of Opportunity Members Local Small Business Development Center at Green River College o The City of Kent will coordinate and host virtual meetings to prep city staff on how to prepare and train community mentors on how to complete the application process and possible troubleshooting. x Application Intake o Craft3 will provide co-program management, administration, technical support and license to use its digital tools and assets. o Craft3 will develop application material content and provide the application questions with instructions which the City will format. Craft3 will provide an online application form in the English language with format approved by City of Kent. o Application will remain open for two weeks after announcements target launch date of third week of July). o Craft3 will make best efforts to support City of Kent to communicate with members of the community and troubleshoot all technical issues around the online application form. o All applications received by Craft3 for evaluation will be in English and in digital format through the online application portal. o City of Kent and/or outreach partners will provide direct technical assistance to members of the community who may need assistance completing the application, including those needing interpretation support. x Decide Grant Awards Craft3 will develop an evaluation and selection process method, using the evaluation/selection criteria approved by City of Kent. A priority objective will be getting resources to those historically underserved business owners that did not receive other fund supports to deal with Covid-19 crisis to date. The definition of historically underserved business owners will follow the guidance of King County, which includes business owners from Black, indigenous peoples, and communities of people of color. o Craft3 will utilize its digital assets to sort and score applications based on the eligibility and evaluation criteria (Attachment 1) to be approved by City of Kent. Craft3 will also utilize an internal team of reviewers to select final awardees based upon the criteria. o Craft3 is authorized by this contract to make these decisions on behalf of the City on who receives awards after receiving written consent from the City’s project management regarding their developed evaluation and selection method. x Notification Forms o Craft3 will send email notifications of approval or decline to all grant applicant businesses. x Disburse Funds o Craft3 will disburse grant funds and keep records of all fund dispersals, and will provide such records upon request to the City of Kent or the Washington state Department of Commerce. o Grants will be distributed by ACH or check payment. ATTACHMENT 1 DRAFT ELIGIBILITY CRITERIA (TO BE FINALIZED AND APPROVED BY CITY OF KENT) Craft3 will ensure compliance of all awardees based on the following eligibility criteria. To be eligible for an award, a business must: x Have no more than 15 full-time employees pre-Covid-19, Jan. 1, 2020 x Have been in business for at least three years as of June 30, 2020 x Have gross revenues of $1.5 million or less per year x Experienced loss of revenue due to COVID-19 related business closures or interruptions x Have received no other COVID-19 related aid from government programs, including grants, loans, or other support, including: o Paycheck Protection Program o SBA Economic Injury Disaster Loan o SBA Economic Injury Disaster Loan Advance (grant) o State of Washington Governor’s office Small Business Grant x Be active and licensed in the state of Washington, with a physical business address in the Kent city limits on or before March 1, 2020. Home occupation businesses operated from the owner’s primary residence may qualify if the residence is physically located in Kent city limits and must be the primary source of income for the owner. x If business is temporarily closed due to COVID-19, the business intends to reopen as allowable by government mandates x Must be current on all city business licensing and other regulatory requirements, and not been delinquent in payment on any taxes or fees owned to the City of Kent as of December 31, 2019. 3. Award Size: $4,500 per business Craft 3 Exhibit B EXHIBIT B Declaration, City of Kent Equal Employment Opportunity Policy this page intentionally left blank) EEO COMPLIANCE DOCUMENTS -1 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:___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ ning below, I agree to Digitally signed by Mark Stevenson, EVP & Chief Financial Officer Date: 2020.07.08 07:54:40 -07'00' EEO COMPLIANCE DOCUMENTS -2 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 -3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as 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: _________________________________________ EXHIBITCINSURANCEREQUIREMENTS 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. 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 Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Professional Liability insurance appropriate to the Consultant’s profession. 3. Cyber Liability insurance naming the City as an Additional Insured. 4. Fidelity/Crime insurance with specific coverage for Computer Fraud and Funds Transfer Fraud. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 2. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate limit. EXHIBIT C (Continued) 3. Cyber Liability insurance shall be written with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. 4. Fidelity/Crime insurance shall be written with limits of 1,000,000 and inclusive of coverage for Computer Fraud and Funds Transfer Fraud 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 A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. EXHIBIT C (Continued) 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. INSRADDLSUBRLTRINSRWVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE( A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICYEXPTYPEOFINSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $ PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $( Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOSONLYHIRED PROPERTY DAMAGE $ AUTOS ONLY (Per accident) OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks ofACORDACORD25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Ohio Casualty Insurance Company Ohio Casualty Insurance Company SAIF Corporation Columbia Casualty Company American Fire & Casualty Company 7/06/2020 USI Insurance Services NW 825 NE Multnomah, Suite 1500 Portland, OR 97232 503 224-8390 Karen Barry 503 224-8390 610 362-8130 karen.barry@usi.com Craft3 42 7th Street Astoria, OR 97013 24074 24074 36196 31127 24066 AX X XX BKO59708482 06/13/2020 06/13/2021 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 1,000,000WAStopGap E XX BAA59708482 06/13/2020 06/13/2021 1,000,000 B XX X 10000 USO59708482 06/13/2020 06/13/2021 3,000,000 3,000,000 C 100019535 01/01/2020 01/01/2021 X 1,000,000 1,000,000 1,000,000 D Professional Liability 652006580 06/13/2020 06/13/2021 $2,000,000 Per Claim 2,000,000 Aggregate RE: Operations of the Named Insured. City of Kent is an Additional Insured for General Liability and Auto Liability coverage when required in a written contract or agreement and to the extent provided by attached forms CG8810 and CA0001. Per Location aggregate applies as provided by attached form CG8860. Cyber Liability insurance- Carrier: Beazley Ins. Co., Inc. / Policy #V24C7A200301/ See Attached Descriptions) City of Kent 220 Fourth Avenue South Kent, WA 98032 1 of 2# S29318412/M29318396 CRAFT3Client#: 1512384 KXBJT1of2# S29318412/M29318396 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) Policy Term: 6/13/20-6/13/21 / Limit: Data & Network Liability-$3,000,000 each claim limit; Regulatory Defense & Penalties Liability-$3,000,000 each claim limit; Media Liability-$3,000,000 each claim limit. Fidelity/Crime insurance - Carrier: Continental Ins. Co./ Policy #652006532 / Policy Term: 6/13/20-6/13/21 / Limit: Fidelity-$1,000,000 blanket limit; Forgery or Alteration-$1,000,000 limit; Computer Systems Fraud-$1,000,000 limit. 2 of 2 S29318412/M29318396 64 176ofCOMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY.COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following:COMMERCIAL GENERAL LIABILITY COVERAGEPART 2013Liberty Mutual Insurance CG 88 10 04 13 Page 1of8IncludescopyrightedmaterialofInsuranceServicesOffice, Inc.,with its permission. INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH 65 176of558649890001952902013Liberty Mutual Insurance CG 88 10 04 13 Page 2of8IncludescopyrightedmaterialofInsuranceServicesOffice, Inc.,with its permission.With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability,exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided:1.It is not owned by any insured;2.It is hired, chartered or loaned with a trained paid crew;3.The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4.It is not being used to carry persons or property for a charge.However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision.B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability,Subparagraph (2)of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following:This exclusion does not apply to:2)A watercraft you do not own that is:a)Less than 52 feet long; and b)Not being used to carry persons or property for a charge.C. PROPERTY DAMAGE LIABILITY - ELEVATORS 1.Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil-ity,Subparagraphs (3), (4)and (6)of exclusion j. Damage To Property do not apply if such " property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations.2.The following is added to Section IV - Commercial General Liability Conditions,Condition 4. Other Insurance,Paragraph b. Excess Insurance:The insurance afforded by this provision of this endorsement is excess over any property insurance,whether primary, excess, contingent or on any other basis.D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage)If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part:1.Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability:a.The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing:Paragraphs (1), (3)and (4)of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to:i)Premises rented to you for a period of 7 or fewer consecutive days; or ii)Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days.Paragraphs (1), (3)and (4)of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section III - Limits of 66 176of2013Liberty Mutual Insurance CG 88 10 04 13 Page 3of8IncludescopyrightedmaterialofInsuranceServicesOffice, Inc.,with its permission.b.The last paragraph of subsection 2. Exclusions is replaced by the following:Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance.2.Paragraph 6.under 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:a.Any one premise:1)While rented to you; or 2)While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys-tems; or b.Contents that you rent or lease as part of a premises rental or lease agreement.3.As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) -Paragraph 9.a.of Definitions is replaced with the following:9.a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract".E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows:Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph b)of Paragraph a.is replaced by the following:b)The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1.Under Supplementary Payments - Coverages A and B, Paragraph 1.b.is 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.2.Paragraph 1.d.is replaced by the following: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 actual loss of earnings up to $500 a day because of time off from work.G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1.Paragraph 2.under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by:a.Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the " per-sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; 67 176of558649890001952902013Liberty Mutual Insurance CG 88 10 04 13 Page 4of8IncludescopyrightedmaterialofInsuranceServicesOffice, Inc.,with its permission.b.Premises or facilities rented by you or used by you; or c.The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d.Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions:1)This insurance does not apply to "bodily injury", "property damage", or "personal and ad-vertising injury" arising out of the operations performed for the state or political subdivision;2)This insurance does not apply to "bodily injury" or "property damage" included within the completed operations hazard".3)Insurance applies to premises you own, rent, or control but only with respect to the following hazards:a)The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees,hoist away openings, sidewalk vaults, street banners, or decorations and similar expo-sures; or b)The construction, erection, or removal of elevators; or c)The ownership, maintenance, or use of any elevators covered by this insurance. However:1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insur-ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.With respect to Paragraph 1.a.above, a person’s or organization’s status as an additional insured under this endorsement ends when:1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been 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.With respect to Paragraph 1.b.above, a person’s or organization’s status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends.With respects to Paragraph 1.c.above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor.The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage".We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b.of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- 68 176of2013Liberty Mutual Insurance CG 88 10 04 13 Page 5of8IncludescopyrightedmaterialofInsuranceServicesOffice, Inc.,with its permission.2.With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability:This insurance does not apply to:a."Bodily injury" or "property damage" arising from the sole negligence of the additional insured.b."Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs.c."Bodily injury", "property damage" or "personal and advertising injury" arising out of the render-ing of, or the failure to render, any professional architectural, engineering or surveying services, including:1)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions,reports, surveys, field orders, change orders or drawings and specifications; or 2)Supervisory, inspection, architectural or engineering activities.This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the " occur-rence" which caused the "bodily injury" or "property damage", or the offense which caused the personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services.d."Bodily injury" or "property damage" occurring after:1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been 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.e.Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is-sued by us and made a part of this policy.3.With respect to the insurance afforded to these additional insureds, the following is added to Section III Limits Of Insurance:If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:a.Required by the contract or agreement; or b.Available under the applicable Limits of Insurance shown in the Declarations;whichever is less.This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns.H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend-ed as follows:a.The following is added to Paragraph a. Primary Insurance:If an additional insured’s policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured’s policy for damages we 69 176of558649890001952902013Liberty Mutual Insurance CG 88 10 04 13 Page 6of8IncludescopyrightedmaterialofInsuranceServicesOffice, Inc.,with its permission.b.The following is added to Paragraph b. Excess Insurance:When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi-tional insured is designated as a Named Insured.Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies.I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE"This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.1.The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit:An additional insured under this endorsement will as soon as practicable:a.Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us;b.Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c.Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part.d.We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured.2.The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy.J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1)of Section II - Who Is An Insured is replaced with the following:1)"Bodily injury" or "personal and advertising injury":a)To you, to your partners or members (if you are a partnership or joint venture), to your members ( if you are a limited liability company), to a co-"employee" while in the course of his or her employ-ment or performing duties related to the conduct of your business, or to your other " volunteer workers" while performing duties related to the conduct of your business;b)To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above;c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a)or (b)above; or d)Arising out of his or her providing or failing to provide professional health care services. However,if you are not in the business of providing professional health care services or providing profes-sional health care personnel to others, or if coverage for providing professional health care ser-vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply.Paragraphs (a)and (b)above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee’s" job responsibilities assigned by you, includes the direct supervision of other " employ-ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal 70 176of2013Liberty Mutual Insurance CG 88 10 04 13 Page 7of8IncludescopyrightedmaterialofInsuranceServicesOffice, Inc.,with its permission.advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica-tion by liquor or controlled substances.The coverage provided by provision J.is excess over any other valid and collectable insurance available to your " employee".K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3.of Section II - Who Is An Insured is replaced by the following:3.Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:a.Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you;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.d.Records and descriptions of operations must be maintained by the first Named Insured.No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision.L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions,the following is added to Condition 6. Repre- sentations:Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional.M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions,the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit:Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1.of Section II - Who Is An Insured or a person who has been designated by them to receive reports of occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or employee".N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state.O. BODILY INJURY REDEFINED Under Section V - Definitions,Definition 3.is replaced by the following:3."Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick-ness or 71 176of558649890001952902013Liberty Mutual Insurance CG 88 10 04 13 Page 8of8IncludescopyrightedmaterialofInsuranceServicesOffice, Inc.,with its permission.P. EXTENDED PROPERTY DAMAGE Exclusion a.of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: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.Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions,the following is added to Condition 8. Trans-fer Of Rights Of Recovery Against Others To Us:We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided:1.You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2.The injury or damage occurs subsequent to the execution of the written contract or written agree- COMMERCIAL GENERAL LIABILITY CG 88 60 12 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EACH LOCATION GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by 'occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which can be attributed only to operations at a single "location" owned by or rented to you: 1. A separate Each Location General Aggregate Limit applies to each "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Each Location General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in cO the "products -completed operations hazard", and for medical expenses under Coverage C regard- less of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location General Aggregate Limit for that "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Each Location General Aggregate Limit for any other "location". 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Each Location General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by 'occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which cannot be attrib- uted only to operations at a single "location" owned by or rented to you: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Each Location General Aggregate Limit. C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Each Location General Aggregate Limit. D. For the purposes of this endorsement, the following definition is added to Section V - Definitions: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. CG 88 60 12 08 Includes copyrighted material of ISO Properties, Inc., with its permission. Page 1 of 1 Symbol Description Of Covered Auto Designation Symbols 9 Non -Owned Only those "autos" you do not own, lease, hire, rent or borrow that "Autos" are used in connection with your business. This includes "autos" owned Only by your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business or your personal affairs. 19 Mobile Equip- Only those "autos" that are land vehicles and that would qualify under the ment Subject definition of "mobile equipment" under this policy if they were not To Compul- subject to a compulsory or financial responsibility law or other sory Or motor vehicle insurance law where they are licensed or principally garaged. Financial Responsibility Or Other Motor Vehicle Insurance Law Only B. Owned Autos You Acquire After The Policy Begins 1. If symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in ITEM TWO of the Declarations, then you have cov- erage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if symbol 7 is entered next to a coverage in ITEM TWO of the Declara- tions, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it re- places an "auto" you previously owned that had that coverage; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Tem- porary Substitute Autos If Liability Coverage is provided by this Cov- erage Form, the following types of vehicles are also covered "autos" for Liability Cov- erage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment' while being carried or towed by a covered "auto." 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction SECTION II - LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, mainten- ance or use of a covered "auto." We will also pay all sums an "insured" le- gally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident' and resulting from the ownership, maintenance or use of cov- ered "autos." However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident." We have the right and duty to defend any "insured" against a "suit' asking for such damages or a "covered pollution cost or ex- pense". However, we have no duty to defend any "insured" against a "suit' seeking dam- ages for "bodily injury" or "property dam- age" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit' as we consider appropriate. Our duty to defend or settle ends when the Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto." b. Anyone else while using with your permission a covered "auto" you own, hire or borrow except: CA 00 01 03 06 ©ISO Properties, Inc., 2005 Page 2 of 13 (1) The owner or anyone else from whom you hire or borrow a cov- ered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a cov- ered "auto" you own. (2) Your "employee" if the covered "auto" is owned by that "em- ployee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is work- ing in a business of selling, ser- vicing, repairing, parking or storing "autos" unless that busi- ness is yours. (4) Anyone other than your "em- ployees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partner- ship), or a member (if you are a limited liability company), for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments. We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for re- lated traffic law violations) re- quired because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release at- tachments in any "suit' against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All costs taxed against the "in- sured" in any "suit" against the "insured" we defend. (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay in- terest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insur- ance. These payments will not reduce the Limit of Insurance. b. Out of State Coverage Extensions. While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Liability Coverage to meet the limits specified by a compul- sory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no-fault, required of out- of-state vehicles by the jurisdic- tion where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" ex- pected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to li- ability for damages: a. Assumed in a contract or agreement that is an "insured contract" pro- vided the "bodily injury" or "prop- erty damage" occurs subsequent to the execution of the contract or agreement; or CA 00 01 03 06 ©ISO Properties, Inc., 2005 Page 3 of 13