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HomeMy WebLinkAboutCAG2020-334 - Original - Multi-Service Center (MSC) - Cares Funding for Utility Assistance - 10/23/2020ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: †Director or Designee † Mayor Date of Council Approval: 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 Budget Account Number: Molly Bartlemay ✔ ✔ V00010.6xxxx.1310 ✔State MSC Grant: Non-Real Property 34755 Other Cares Funding for Utility Assistance Provide CARES funding to MSC to distribute to City of Kent utility customers financially impacted by COVID-19. $ 77,543.01 Other N/A ✔ ✔ 10/12/2020 10/14/2020 10/14/2020 10/21/2020 Finance Okay to sign. CAG2020-334 GRANT DISTRIBUTION SERVICES AGREEMENT between the City of Kent and Multi-service Center (MSC) THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Multi-Service Center (MSC) a public benefit nonprofit corporation organized under the laws of the State of Washington, located and doing business at 1200 S 336th St. Federal Way WA 98003.(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 utility assistance grant program for the benefit of City of Kent residential utility customers that have been financially impacted by COVID-19 as provided in Exhibit A. Contractor will be provided CARES Act grant funds that the City has received from the Washington State (WA) Department of Commerce. 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 November 30,2020. IV. COMPENSATION AND GRANT FUNDS. A Compensation. The City shall pay the Contractor up to a total amount of $7,543.OL 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 these funds promptly following receipt of an invoice from Contractor for incurred costs. The City shall disburse to MSC the CARES Act grant funds, totaling up to $70,000 from the WA Department of Commerce ("Grant Funds"), as the funds are awarded to grantees. 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: B DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C 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; 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 The City and Contractor agree to acknowledge involvement of each other, if appropriate, when discussing the program with media outlets or elected ofticials. 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; A B c 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; 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 (1Xb) of federal Executive Order L2549; and 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. 3) 4) Where the Contractor is unable to certify to any of the statements in this Contract, the Contractor shall attach an explanation to this Contract. B DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C 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. 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 L2549. See the Washington Department of Commerce for assistance in obtaining a copy of these regulations. VII. 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. VIII. FISCAL ACCOUNTABILIW 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; c D DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C Procedures to assure all costs are allowable, reasonable, and are properly allocated to each funding source; Source documentation that supports all accounting records; and 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. IX. 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, Subpaft 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. 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. 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 F G H B c DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C 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. X. 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. The Contractor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. 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. 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. XI. TERMINATION. c D E A. Suspension or Termination for Lack of Fundinq DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C 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 Cr rcna crnn nr larrntn2tt/\n Fnr I aalt aG Darfnrmrnnan 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 Qr rcnancinn nr Tarrtrinafinn fnr Frrrrr{ Ahrrca \/inlrtinn nf lrur 1)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. XII. 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 DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C employment relates. Contractor shall execute the City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy t.2, and upon completion of the contract work, file the attached Compliance Statement, attached hereto as Exhibit B and incorporated by this reference. XIII. 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 conneition 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 N EGOTIATED 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 pdrt, 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 paft. The provisions of this section shall survive the expiration or termination of this Agreement. XIV. 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. XV. 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. XVI. EXCHANGE OF INFORMATION. The City will provide its best effofts to provide reasonable accuracy of any information supplied by it to Contractor for the purpose of completion of the work under this Agreement. XVII. PUBLIC RECORDS. The Contractor 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 Contractor 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. Contractor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C XVIII. CITY'S RIGHT OF INSPECTION. Even though Contractor 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 subjectto the City's general right of inspection to secure satisfactory completion. XIX. WORK PERFORMED AT CONTRACTOR'S RISK. Contractor 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 Contractor's own risk, and Contractor 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. XX. MISCELLANEOUSPROVISIONS. A.Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and Contractors to use recycled and recyclable products whenever practicable. 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. 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 pafties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the pafties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right, or the Contractor's right, to indemnification under this Agreement or the terms of the Indemnification section of this Agreement, 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 on the date served or five (5) 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. 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 B c D E DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C F G continue in full force and effect and no further assignment shall be made without additional written consent. 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 Contractor. 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. Compliance with Laws. The Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Contractor's performance of this Agreement, and its business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. City Business License Required. Contractor agrees to obtain and provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. 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. H J K DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C 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. CONTRACTOR: BY: (signature) Print Name (titte) DATE: CITY OF KENT: By (signature) Dana RalohPrint Name DATE NOTICES TO BE SENT TO: CONTRACTOR: Maju Qureshi MSC Economic Stability Director 1200 s. 335th St Federal Way, WA 98003 (253) B3B-6810 (telephone) (253) 87 4-7 B3I (facsimile) NOTICES TO BE SENT TOr CITY OF KENT: Molly Bartlemay City of Kent Customer Service 220 Fourth Avenue South Kent, WA 98032 (253) 856-5206 (telephone) (253) 856-6200 (facsimile) Multi-Service Center CEO Robin Corak DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C 10/20/2020 10/23/2020 EXHIBIT A SCOPE OF WORK . UTILITY ASSISTANCE GRANT PROGRAM Multi-service Center ("Contractor") shall utilize City of Kent CARES Act funding to perform the activities specified below, Such services shall be provided in a manner which fully complies with all applicable federal, state and local laws, statutes, rules and regulations, as are now in effect or may be hereafter amended. 1) Project Budget Contractor shall apply the following funds to the project based on the assumption that $70,000.00 in direct resident assistance will be provided through grants: Budqet Personnel $4,952.50 Facilities $843.63 Administrative Costs $1,735,88 Direct Resident Assistance $70,ooo.oo 2) Performance Measures A. Number Served The City agrees to provide the following number of grants Number of Grants Distrusted 60 Averaqe Grant Amount $r,166.67 Project Title: CARES Act Funding for Residential Utility Assistance Funding will provide utility assistance to City of Kent residents financially impacted by the COVID-19 pandemic. The CARES Act funding shall be used to provide utility assistance grants to cover unpaid water, sewer, and storm drainage charges to keep Kent residents connected to essential utilities during the pandemic. In addition, funds shall pay for a portion of the salaries of MSC staff for its administration of the City's residential utility assistance qrant proqram, Project Manager: Maju Qureshi, Economic Stability Director Telephone: 253.835 .7 67 B Fax: 253.87 4.783t E-mail : maiuq@mschelps.orq City Contact: Molly Bartlemay Telephone: 253.856.5206 Fax: 253,856.6200 E-mail: mbartlemav@kentwa.qov City of Kent - CARES Act grants for utility assistance- Page 1 B. Definition of Services Utility Assistance: Contractor provides payment to the utility to be applied directly to the residential utility account. Utility assistance provided cannot exceed the total amount billed on the utility account between March 2O2O and the current date. 3) Eligibility Confirmation Contractor will confirm eligibility before utility assistance is provided. Eligibility confirmation will include the following: o Applicant name matches the name on the utility account;. The account has been in their name since March 2020;o The applicant has provided documentation to prove they have been financially impacted by COVID-19. This may be satisfied by providing a declaration, under the penalty of perjury, that the applicant has suffered negative financial impacts as a result of the COVID-19 pandemic and/or related government restrictions;. The assistance is for any combination of water, sewer, or drainage charges;r The applicant has not received utility assistance from other sources that were awarded CDBG funding, City of Kent - CARES Act grants for utility assistance- Page 2 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 oppoftunity 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. 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. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 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 fotth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this day of ,200-. By: For: Title: 3 4 5 Date CEO Multi-Service Center DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C 20th 2020October 10/20/2020 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: L.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: 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, musttake 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. 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 MINORITY AND WOMEN CONTRACTORS SUPERSEDES: April 1, 1996 APPROVED BY lim White, Mayor 1 DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C CITY OF KENT EQUAL EM PLOYM ENT OPPORTU NITY COM PLIANCE STATE M ENT 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 re present and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this - day of 200 By For: Title: Date: CEO Multi-Service Center COVID 19 Multi-Service Center DocuSign Envelope ID: 7AC99E74-3E95-4855-B87C-823070BF488C 202020th 10/20/2020 10/20/2020 October EXHIBIT C INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEM ENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 L0 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers'Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of fnsurance 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 jnsurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000general aggregate. EXHIBIT C (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M, Best rating of not less than 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. 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. OP lD: SR --A,CQRD'*'CERTIFICATE OF LIABILITY INSURANCE DATE (MM/OD/YYYY) 03t02t2020 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:lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. lf SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Sprague lsrael Giles 1501 Fourth Avenue, Suite 730 Seaftle, WA 98101-3225 John M. Policar MULTI-2 INSURER(S} AFFORDING COVERAGE NAIC # INSURED Multi-Service Center PO Box 23599 Federal Way, WA 98093-0699 tNsURER A ; Philadelphia lndemnity lns.18058 INSURER B : INSURER C INSURER D: INSURER E : INSIIRFR F. CERTIFICATE 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, NOTWTHSTANDING 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. POLICY NIIMBER POLIGY EFF rMM/NN/YYYYI POLICY EXP IMM/ND/YYYYI LIMITSINSRITRryPE OF INSURANCE EACH OCCURRENCE 1,000,000$ PRF[IISFS /Fe dn^r rrrehr.e\100,000$ MED EXP (Anv one person)5,000$ 1,000,000$PERSONAL & ADV INJURY GENERAL AGGREGATE $3,000,000 PRODUCTS - COMP/OP AGG $3,000,000 $ X PHPR2103284 03t0'U2020 03t0'U2021ACOMMERCIAL GENERAL LIABILITY GEN'L AGGREGATE LIMIT APPLIES PER: X x CLAIMS.MADE OCCUR GENERAL LIABILITY COMBINED SINGLE LIMIT (Ea accident)1,000,000$ BODILY INJURY (Per person)$ BODILY INJURY (Per accident)$ PROPERTY DAMAGE (PER ACCIDENT)$ $50(Gomp $50( ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON.OWNED AUTOS X X x x AUTOMOBILE LIABILITY PHPK2103284 $50,000 03101t2020 03t01t2021 Collision A EACH OCCURRENCE $ AGGREGATE $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE $ $ DEDUCTIBLE RETENTION S WUSIAIU-TNRY I II'ITS X o tH- FR 1,000,00($E.L. EACH ACCIDENT E.L, DISEASE - EA EMPLOYEE 1,000,00($ 03t01t2020 03t01t2021 E-1. DISEASE - POLICY LIMIT ,t,000,00($ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) lf yes, describe under DFSCRIPTION OF OPERATIONS below Y/N N/A PHPK2103284 WA STOP GAP DESCRTPTTON OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional R€marks Schedule, if more space is required) Certificate holder is additional insured if required bv written contract or aqreement, subject to the General Liability iddition-al insured provision efidorsemeint. ' CERTIFICATE @ 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WLL BE DELIVERED IN ACCORDANCE WTH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Kent 525 Fourth Avenue North Kent, WA 98032 ACORD 25 (2009/09) Tl-{tA trNnnps EMENT r+UANtatrq THtr DNI Il:V PL trA.qtr Ptr Pr-GLD-HS (10/11) an rr naptrtrl ll I v GHNERAL LIABILITY DELUXE ENDOR$EMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It ls understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. lf such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of lnsurance and additional coverages provided by this endorsement- For complete details on specific coverages, consult ihe policy contract wording. Page 1 of 12 lncludes copyrighted materialof lnsurance Services Office, lnc,, with its permission @ 2011 Philadelphia lndemnity lnsurance Company Coverage Applicable Limit of lnsurance Page # Extended Property Damage lncluded 2 Limited Rental Lease Contractual Liability $50,000limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Rented to You $1,000,000 2 HIPAA Clarification 4 Medical Payments $20,000 E. Medical Payments * Hxtended Reporting Period 3 years tr Athletic Activities Amended Supplementary Paym - Bail Bonds $5,000 Supplementary Payment - Loss of Earnings $1,000 per day E Employee lndemnification Defense Coverage $2s,000 5 Key and Lock Replacement - Janitorial Services Client Coverage $10,000limit o ewly Acquired Tlrne Amended 6 Additional Directors and Admin lncluded 7 Additional nagers and Supervisors (with Fellow lnctuded 7 Additional Named lns lncluded 7 Additional lnsured - Funding Source lncluded 7 Additional lnsured - Home Care Providers lncluded 7 Additional lnsured - Managers, Landtords, or Lessors of Premises lncluded 7 - Lessor of Equipment lncluded 1 Additional lnsured - Grantor of Permits lncluded Additional lnsured - Vendor lncluded t' Additional lnsured - Franchisor lncluded I nsu - When Required by Contract lncluded u Additional lnsured - Owners, Lessees, or Contractors lncluded I Additional lnsured - State or Political Subdivisions lncluded 10 Duties in the Event of Occurrence, Claim or Suit lncluded 10 Unintentional Failure to Disclose Hazards lncluded 10 Tansieiot Risihta of Recovery Against Others To Us Clarification 't0 Liberal izaiion lncluded 11 Bodily lnjury - includes Mental Anguish lncluded 11 peibonait and Advertising lnjury - includes Abuse of Process, Discrimination lncluded 11 P|-GLD-HS (10/11) A. Extended Property Damage SECTION I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or lntended lnjury "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' B. Limited Rental Lease Agreement Contractual Liability SECTION I- COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMiAGE LIAB;LITY, Subseetion 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assurned in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-OwnedWatercraft SECTTON I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance availabie to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy sEcTIoN I. CoVERAGE$, CoVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 ol 12 lncludes copyrighted material of lnsurance Services Office, lnc., with its permission. @ 2011 Philadelphia lndemnity lnsurance Company P|-GLD-HS (10/11) tlABlLITY, Subsection 2. Exclusions, Paragraph j. Damage to Propedy, ltem (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 fimit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1, lf damage by fire to premises rented to you is not otherwise excluded from this Coverage Pad, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire prolective systems" where it appears in: a. The lasi paragraph of SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following; Exclusions c. through n, do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner- A separate limit of insurance applies to this coverage as described in SECTION lll- LIMITS OF lN$URANCE. b. SECTION tll* LIMITS OF INSURANGE, Paragraph 6. is deleted in its entirety and replaced by ihe following: 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 "propefty damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V - DEFINITIONS, Paragraph La., is deleted in its entirety and replaced by the ioilowing: 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 protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured coniract"; 2. $ECT|ON tV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other lnsurance, Paragraph b. Excess lnsurance, (,t}(a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of; Page 3 of 12 lncludes copyrighied materialof lnsurance $ervices Office, lnc., with its permission. O 2011 Philadelphia lndemnity lnsurance Company P|-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Renied to You Limit. This is the mosi we will pay for all damage proximately caused by the same event, wheiher such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof, F. HIPAA SECTION I- COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph l. lnsuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated io pay as damages because of a "violation(s)" of the Health lnsurance Portability and Accountabitity Act (HIPAA), We have the right and the duty to defend the insured against any "suit,'' "investigation," or "civil proceeding" seekihg these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the fotlowing additional exclusions: This insurance does not apply to: a. lntentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. CriminalActs Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies nny remeciy other than monetary ciarnages for penalties assegsed. d. Compliance Reviews or Audits Any compliance reviews by the Deparlment of Healih and Human Services. g. SECTION V * DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "lnvestigation" rneans an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review, c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 lncludes copyrighted materialof lnsurance Services Office, lnc., wiih its permission. @ 2011 Philadelphia lndemnity lnsurance Company Pr-GLD-HS (10t11) G. Medical Payments - Limit lncreased to $20,000, Extended Reporting Period tf COVERAGE G MEDICAL PAYMENTS is not oiherwise excluded from this Coverage Part; 1. The Medical Expense Limit is changed subject to all of the terms of SECTION lll . LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Paft, 2, SECTION t - COVERAGE, COVERAGE C MEDICAL PA,YMENTS, Subsection 1. lnsuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and repofted to us within three years of the date of the accident. H. Athletic Activities SECTION I * COVERAGES, COVERAGE C MEDICAL PAYMENT$, SUbSCCtiON 2. EXCIUS|ONS, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics- L SupplementaryPayments SECTION I - COVERAGE$, SUPPLEMENTARY PAYMENTS . COVERAGE A AND B ATC amended as follows: 1. b. is deleied in its entirety and replaced by the following: 1. b. Up to $5000 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 lnjury Liability Coverage applies. We do not have to furnish these, 1.d. is deleted in its entirety and replaced by the following: L 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 $1,000 a day because of time off from work. i. Employee lndemnification Defense Coverage SECTION I * COVERAGES, $UPPLEMENTARY PAYMENTS - COVERAGE$ A AND B thc following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment, The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 lncludes copyrighted material of lnsurance Services Office, lnc., with its permission @ 2011 Philadelphia lndemnity lnsurance Company P|-GLD-HS (1oi 11) K. Key and Lock Replacement - Janitorial Services Client Coverage SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS _ GOVERAGES A AND B iS amended to include the following; We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted io you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We wilt not pay for loss or damage resulting from theft or any other dishonest or criminal act that you of any of your paftnefs, members, offioers, "employees", "managers", directorS, trusteeS, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons' The following, when used on this coverage, are defined as follows: a, "Client" means an individuat, company or organization with whom you have a written contraci or work order for your services for a described premises and have billed for your services. b. "Employee" means: {{) Any naturalPerson; (a) While in your service or for 30 days afier termination of service: (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while pedorming services for you; or (2) Any natural person who is furnished temporarily to you; (a) To substitute for a permanent "employee" as defined in Paragraph ({) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you, (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee'" c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional lnsureds SECTION tl - WHO lS AN IN$URED is amended as follows: 1. lf coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 lncludes copyrighted material of lnsurance Services Office, lnc., with its permission, @ 2011 Philadelphia lndemnity lnsurance Company P|-GLD-H$ (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the foltowing: a. Coverage under this provision is afforded until the end of the policy period, 2. Each of the following is also an insured: a. Medical Directors and Administrators - Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. $uch duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors - Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co- "employee' while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change ltem 2.a.(1)(a) as it applies to managers of a limited liability companY, c. Broadened Named lnsured - Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coveiage Part. However, coverage does not appty tb any oiganization or subsidiary not named in the Declarations as Named lnsured, if they-are atio iniured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source - Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. llome Care Provldeis - Ai the first Named lngured's option, any perscn or organizetion under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled- f, Managers, Landlords, or Lessors of Premises * Any person or organization with respect io their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does nCIt aPPIY to: (1) Any "occurrence" which takes place afier you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations pedormed by or on behalf of that person or organization, g. Lessor of Leased Equipment - Automatic Status When Required in Lease Agreement With You - Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement thai such person or organization is io be added as an additional insured on your policy. Such person or Page 7 of 12 lncludes copyrighted material of lnsurance Services Office, lnc., with its permission. O 2011 Philadelphia lndemnity lnsurance Company P|-GLD-HS (10i11) organization is an insured onty with respect to liability for "bodily injury," "properly damage" or "personal and advertising injury" caused, in whole or in paft, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreernent with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits - Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, rnanholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, rnaintenance, or use of any elevators covered by this insurance. i. Vendors - Only with respect to "bodity injury" or "property damage" arising out of "your produets" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: {1} The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage'' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement, This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; {b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (0 Demonstration, installation, servicihg or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page I of 12 lncludes copyrighted material of lnsurance Services Office, lnc., with its permission. O 2011 Philadelphia lndemnity lnsurance Company t. k. Pr-GLD-r-{S (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or'- used a$ a container, part or ingredient of any other thing or subslance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of iis employees or anyone else acting on its behatf. However, this exclusion does not apply to: {i) The exceptions contained in Sub-paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products' (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or con{ainer, entering into, accompanying or containing. Franchisor - Any person or organization with respect to their liability as the grantor of a franchise to you. As Required by Gontract - Any person or organization where required by a written contract executed prior tb the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising oui oftfr6 negligenc-e of the named insured, The limits of insurance applicable to thele additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations Owners, Lessees or Gontractors - Any person or organization, but only with respect to liability fOr "bodily injury," "property damage" or "personal and advertising injUry" caused' in whole or in part, by: (1) Your acts or omissions; or (2) The acis or omissions of those actlng on your behalf; in the performance of your ongoing operaiions for the additional insured when required by a contract, With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This inSurance does not apply to "bodily injury" or "property damage" ocCurring after: (a) 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 (b) That portion of "your work" oui of which the injury or damage arises has been put to its intended use by any person or organizaiion other than another contractor or subcontracior engaged in performing operations for a principal as a part of the same projeet. t. Page 9 of '12 lncludes copyrighted material of lnsurance Ssrvices Office, lnc,, with its permission O 2011 Philadelphia lndemnity lnsurance Company pI-GLD-HS (10/11) m. State or Political Subdivisions - Any state or political subdivision as required, subject to thefollowing provisions: {t) This insurance applies only with respect to operations performed by you or on your behalf for which the state or poliiical subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." M. Duties an ths Event of Occurence, Claim or $uit sEcTloN tv - coMMERctAL GENERA.L LIABI!-ITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or o{fense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation, b. is amended to include: This condition will not be considered breached unless the breach occur$ after such claim or "suit" is known to: (1) You, if You are an individual; {2} A pariner, if you are a partnership; or {3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards sEcTtoN tv - coMMERctAL GFNERAL LIABILITY CONDITIONS, 6, Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTTON tV - COMMERCIAL GENFRAL LIABILITY cONDITIONS, 8. Transfer of Rights of Page 10 of 12 lncludes copyrighted material of lnsurance Services Otfice, lnc., with its permission. @ 2011 Philadelphia lndernnity lnsurance Company P|-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the fotlowing: lf the insured has rights to recover all or part of any payment we have made under this Coverage part, those rights aie tran$fened to us. The insured must do nothing after loss to impair them. At our reguest, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided ihe waiver is made in a written contract P. Liberalization SECTION IV * COMMERCIAL GENERAL LIABILITY CONDITIONS, iS AMCNdCd tO iNCIUdC thE following: lf we revise this endorsement to provide rnore coverage without additional premium charge, we will automatieally provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily lnjury * Mental Anguish sEcTloN v - DEFINIT|ONS, Paragraph 3. ls deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from anY of these; and b. Except for mental anguish, includes death resulting from the foregoang (ltem a' above) at any time, R- Personal and Advertising lnJury * Abuse of Proce$s, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE iS NOt otherwise excluded from this Coverage Part, ihe definition of "personal and advertising injury" is amended as follows: 1. SECTION V - DEFINITIONS, Paragraph 14,b. is deleted in its entirety and reptaced by the following; b. Malicious proseculion or abuse of process; 2. $ECTION V - DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2i Any executive officer, director, stockholder, partner or rnember of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured, Page11of12 lncludes copyrighted maierial of lnsurance Services Office, lnc., with its permission @ 2A11 Philadelphia lndemnity lnsurance Company PI-GLD-HS (10i11) c. Directly or indirectly related to the sale, rental, Iease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. lnsurance for such discrimination is prohibited by or held in violation of law, public policy, legislaiion, court decision or administralive ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 lncludes copyrighted material of lnsurance Services Office, lnc., with its permission O 2011 Phiiadelphia lndemnity lnsurance Company POLICY NUMBER: PHPK2103284 COMMERCIAL GENERAL LIABILITY cG 20 260413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional lnsured Person(s) Or Organization(s): City of Kent Parks Dept. /Housing & Hunan Services lnformation required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section ll - Who ls An lnsured 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", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. ln the performance of your ongoing operations; or 2. ln connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. lf coverage provided to the additional insured is required by a contract or agreement, the insurance 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. B. With respect to the insurance afforded to these additional insureds, the following is added to Section lll- Limits Of lnsurance: lf 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: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of lnsurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of lnsurance shown in the Declarations. cG 20 26 04 13 @ lnsurance Services Office, \nc.,2012 Page 4 of 13