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HomeMy WebLinkAboutCAG2019-090 - Amendment - #2 - Children's Therapy Center - Special Needs Program - 04/19/2021ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Mayor Date of Council Approval: 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* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) 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. Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 20200218 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached N/A N/A 11/17/2020 4 Other 10006370.64150.4690 Contract 4/19/2021 Children's Therapy Center Amendment33862 Parks, Recreation & Community ServicesLori Guilfoyle 150000 12/31/2022 4 ASAP N/A 4 4 4 4 MH SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT Page 1 (between City of Kent and Children’s Therapy Center) SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF KENT AND CHILDREN’S THERAPY CENTER This Second Amendment (hereinafter “Second Amendment”), to the Consultant Services Agreement, dated February 20, 2019, (hereinafter “Agreement”) is made and entered into by and between the City of Kent, a Washington municipal corporation (“City”), and Children’s Therapy Center, a Washington public benefit corporation (“Consultant”), collectively the (“Parties”). I. RECITALS 1.1 The City and Consultant entered into an Agreement through which Consultant agreed to provide pediatric therapy for children with special needs through December 31, 2020. Due to Medicaid limitations and requirements, the Agreement was structured with the assistance of Public Health Seattle-King County (PHSKC), through a separate Memorandum of Understanding, to whom Consultant would submit its monthly invoices for payment processing. 1.2 Consultant fully performed the work contracted for under the parties’ Agreement, as extended by the First Amendment. However, given the occurrence of the COVID-19 pandemic beginning in March of 2020, there have been difficulties in coordinating payments through the Medicaid Administrative Claiming (“MAC”) Program, which have impacted the timely processing of Consultant’s invoices for payment. 1.3 Under the parties’ Agreement and the PHSKC Memorandum of Understanding, the Consultant sends its invoices to PHSKC who then certifies the expenditures for the City of Kent to ensure their eligibility for reimbursement under MAC program. Once that certification process is complete, PHSKC then invoices the City for Consultant’s services. The City remits payment on those invoices to PHSKC who then remits payment to Consultant. 1.4 Given the COVID-19 pandemic and communication delays with the MAC program, PHSKC has not yet invoiced the City for all of the services provided by Consultant in 2019 and 2020, with $5,289.17 still being owed for 2019 and $39,055.40 owed for 2020. However, the parties’ Agreement expired by its own terms on December 31, 2020, though payment is still due Consultant. 1.5 As a result, the parties wish to reinstate the Agreement, extend its term through December 31, 2022 in order to allow additional time to pay Consultant for services performed in 2019 and 2020, and to provide additional funding, under the same Medicaid payment structure with PHSKC, for budget years 2021 and 2022. In addition, the parties wish to ratify and affirm any and all acts consistent with the authority of this Agreement and prior to the effective date of this Second Amendment. SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT Page 2 (between City of Kent and Children’s Therapy Center) II. AMENDMENT NOW THEREFORE, in consideration of the mutual intent, desire, and promises of the Parties and other good and valuable consideration, the City and Consultant each agree as follows: 2.1 Agreement – Reinstated and Time of Completion Extended. The Agreement, which terminated by its own terms on December 31, 2020, is hereby ratified, renewed, and reinstated. The term of the Agreement is hereby extended through December 31, 2022, and all acts consistent with the authority of the Agreement and prior to the effective date of this Second Amendment are hereby ratified and affirmed, and the terms of the Agreement and this Second Amendment shall be deemed to have applied. Accordingly, Section II of the Agreement, entitled “Time of Completion,” is amended by replacing Section II with the following: II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I by December 31, 2022. This completion date is the date by which Consultant shall perform all work required by this Agreement. However, this Agreement shall remain in effect until each of the parties’ respective obligations are performed, including Consultant’s receipt of all compensation due for the services provided. 2.2 Additional Services to be Performed – Description of Work Amended. Section I of the Agreement, entitled “Description of Work,” is amended to replace the “Scope and Schedule of Work” attached as Exhibit A to the Agreement, with the “Amended Scope and Schedule of Work” attached and incorporated as Exhibit A-1 to this Second Amendment to revise the funding levels provided in the years of 2019, 2020, 2021, and 2021. 2.3 Compensation. Section III of the Agreement, entitled “Compensation,” is amended by replacing Section III with the following: III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $150,000, in accordance with the Scope and Schedule of Work attached as Exhibit A-1. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this Agreement. The Consultant agrees that the hourly or flat rate charged by it for the SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT Page 3 (between City of Kent and Children’s Therapy Center) services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year form the effective date of this Agreement. The Consultant’s billing rates shall be as delineated in Exhibit A-1. B. As provided for in Exhibit A-1, compensation is available within the budget amount stated for each year of this four-year Agreement. However, in special circumstances, and upon written agreement between the City and Consultant, funds unspent from one year, may carry over to another year, or the budget otherwise redistributed between each year of this four-year Agreement. This budget alteration or carryover will be documented through an amended Scope and Schedule of Work signed by the parties to be attached and incorporated into this Agreement through a revised Exhibit A-1 without the need for a formal amendment to this Agreement. C. The Consultant shall submit quarterly payment invoices to Public Health – Seattle & King County (“PHSKC”), along with all documentation that may be required by Exhibit A-1. Once invoices are received by PHSKC, PHSKC will certify their eligibility for reimbursement under the Medicaid Administrative Claiming (“MAC”) Program. Once that certification process is complete, PHSKC then invoices the City for Consultant’s services. The City remits payment on those invoices to PHSKC who then remits payment to Consultant. 2.4 Insurance. The Certificate of Insurance on file with the City evidences that it expired on July 25, 2019. At the time Consultant executes this Second Amendment, it shall provide the City with an updated Certificate of Insurance evidencing insurance coverage in the types and amounts set forth in Exhibit B to the original Agreement. In addition, Consultant shall also provide an endorsement naming the City as an additional insured under the Consultant’s Commercial General Liability coverage for the duration of the Agreement, as extended by this Amendment. 2.5 Waiver of Claims Prior to Second Amendment. Consultant accept all requirements of this Second Amendment by signing below, by its signatures waives any protest or claim it may have regarding this Second Amendment, and acknowledges and accepts that this Second Amendment constitutes full payment and final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Second Amendment, including, without limitation, claims related to contract time, contract acceleration, onsite or home office overhead, or lost profits. This Second Amendment, unless otherwise provided, does SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT Page 4 (between City of Kent and Children’s Therapy Center) not relieve Consultant from strict compliance with the guarantee and warranty provisions of the original Agreement. 2.6 Ratification. All acts consistent with the authority of this Second Amendment and prior to its effective date are ratified and affirmed and the terms of the Agreement and this Second Amendment shall be deemed to have applied. 2.7 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. CONSULTANT: Children’s Therapy Center By: Print Name: ___________ Its: DATE: CITY: City of Kent By: Print Name: Julie Parascondola, CPRE__ Its: Director of Parks, Recreation &_____ Community Services Department___ Barry Gourley (Apr 19, 2021 09:51 PDT) Barry Gourley April 19, 2021 CEO Barry Gourley Julie Parascondola (Apr 20, 2021 10:49 PDT) Julie Parascondola Exhibit A - 1 Scope and Schedule of Work 2019-2022 Consultant Services Agreement Agency: Children's Therapy Center Program: Pediatric Therapy for Children with Special Needs This funding will provide: The Special Needs program includes patient centered physical, occupational, speech and feeding therapy. 2019 Funding $50,000 2020 Funding: $50,000 2021 Funding: $25,000 2022 Funding: $25,000 Total: $150,000 Consultant shall provide the approximate number of City of Kent clients with the following services each year of the CSA Annual Program Service Units: Program Outcome: 2019-2020 Unduplicated Kent Residents 184 At least 75% of children aged birth to 3 who receive at least 6 months of CTC services and children aged 3 to 18 who receive at least 12 weeks of CTC services will make “good” or “great” progress toward their treatment goals. Medical Care (individual visit) 2021-2022 Unduplicated Kent Residents Medical Care (individual visit) 368 92 184 Contract Administration • The Consultant shall notify the City, in writing, within ten (10) days of any changes in program personnel or board membership. • The Consultant shall provide the City with a current list of its board of directors, general or limited partners, as applicable. • All records related to the CSA must be retained for three (3) years plus the current year. Reporting Requirements Service Unit Report - Data from this form will be used to track each program’s progress toward meeting the goals stipulated in the Scope of Work. It shall be submitted quarterly through Share1app, no later than the 15th of the month following the end of the quarter (i.e. April 15, July 15, Oct 15, Jan 15). Reimbursement Request - The Consultant shall submit quarterly payment invoices to Public Health – Seattle & King County (“PHSKC”), along with all documentation that may be required by PHSKC. Once invoices are received by PHSKC, PHSKC will certify their eligibility for reimbursement under the Medicaid Administrative Claiming (“MAC”) Program. Once that certification process is complete, PHSKC then invoices the City for Consultant’s services. The City remits payment on those invoices to PHSKC who then remits payment to Consultant. Demographic Data Report - The agency shall collect and retain the data requested on this form from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually (by January 15). Annual Outcome Data Report - Outcome data shall be submitted no later than the 15th following the end of the year). Data should demonstrate the program’s progress toward Outcomes specified in the Scope of Work. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 07/25/20 07/25/20X 5,000 1-206-343-2323 07/25/20 A 1,000,000 100,000 Per Occurrence The Children's Therapy Center PHUB687072 4,000,000 Professional Liability 220 4th Avenue South X X Housing & Human Services City of Kent A 3,000,000 X A 07/25/21 1,000,000 57017237 57017237 07/25/21PHPK2015892 X X 10,000 X 4,000,000 3,000,000 PHPK2015892 X kieliehilliard Seattle, WA 98101 Kent, WA 98030 08/02/2020 USA 1,000,000 1,000,000 A 10811 SE Kent Kangley Rd AssuredPartners of Wash. Ins. Agency, LLC CA Lic 0K61066 AssuredPartners of Washington, LLC PHILADELPHIA IND INS CO Sexual Abuse - $1M Stop Gap - $1M Kent, WA 98032 18058 PHPK2015892 1325 Fourth Avenue, Suite 2100 07/25/21 WA#877030 Per the attached endorsement the following are included as additional insured: City of Kent X 07/25/21 07/25/20 X X PI-GLD-HS (10/11) Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is 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. If 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 Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments – Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments – Bail Bonds $5,000 5 Supplementary Payment – Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement – Janitorial Services Client Coverage $10,000 limit 6 Additional Insured – Newly Acquired Time Period Amended 6 Additional Insured – Medical Directors and Administrators Included 7 Additional Insured – Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured – Broadened Named Insured Included 7 Additional Insured – Funding Source Included 7 Additional Insured – Home Care Providers Included 7 Additional Insured – Managers, Landlords, or Lessors of Premises Included 7 Additional Insured – Lessor of Leased Equipment Included 7 Additional Insured – Grantor of Permits Included 8 Additional Insured – Vendor Included 8 Additional Insured – Franchisor Included 9 Additional Insured – When Required by Contract Included 9 Additional Insured – Owners, Lessees, or Contractors Included 9 Additional Insured – State or Political Subdivisions Included 10 PI-GLD-HS (10/11) Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury – includes Mental Anguish Included 11 Personal and Advertising Injury – includes Abuse of Process, Discrimination Included 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 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. B. Limited Rental Lease Agreement Contractual Liability SECTION I – COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 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 assumed 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-Owned Watercraft SECTION 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 available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE PI-GLD-HS (10/11) Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (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 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1.If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word “fire” is changed to “fire, lightning, explosion, smoke, or leakage from automatic fire protective systems” where it appears in: a.The last 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 III – LIMITS OF INSURANCE. b. SECTION III – LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the 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 "property 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 9.a., is deleted in its entirety and replaced by the following: 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 contract"; 2. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance,(1) (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: PI-GLD-HS (10/11) Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company a.$1,000,000; or b.The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether 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 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a “violation(s)” of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any “suit,” “investigation,” or “civil proceeding” seeking 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 following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate “violation(s)” by any insured. b. Criminal Acts Any “violation” which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3.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.“Investigation” means 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. PI-GLD-HS (10/11) Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company G. Medical Payments – Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1.The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a.$20,000; or b.The Medical Expense Limit shown in the Declarations of this Coverage Part. 2.SECTION I – COVERAGE,COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I – COVERAGES,COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, 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. I. Supplementary Payments SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted 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 Injury Liability Coverage applies. We do not have to furnish these. 1.d.is deleted in its entirety and replaced by the following: 1. 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. J. Employee Indemnification Defense Coverage SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B the 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 . PI-GLD-HS (10/11) Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company K. Key and Lock Replacement – Janitorial Services Client Coverage SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES 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 to you by your “client,” up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, “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 individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b."Employee" means: (1) Any natural person: (a) While in your service or for 30 days after 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 performing 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 (1) 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 Insureds SECTION II – WHO IS AN INSURED is amended as follows: 1.If coverage for newly acquired or formed organizations is not otherwise excluded from this PI-GLD-HS (10/11) Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: 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. Such 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 Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured –Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured 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. Home Care Providers –At the first Named Insured's option, any person or organization 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 to 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 not apply to: (1)Any “occurrence” which takes place after you cease to b e a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed 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 that such person or organization is to be added as an additional insured on your policy. Such person or PI-GLD-HS (10/11) Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company organization is an insured only with respect to liability for “bodily injury,” “property damage” or “personal and advertising injury” c aused, in whole or in part, 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 agreement 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, manholes, 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, maintenance, or use of any elevators covered by this insurance. i. Vendors –Only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (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; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; PI-GLD-HS (10/11) Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by 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 its employees or anyone else acting on its behalf. 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 container, entering into, accompanying or containing. j. Franchisor –Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract – Any person or organization where required by a written contract executed prior to 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 out of the negligence of the named insured. The limits of insurance applicable to these 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 l. Owners, Lessees or Contractors – 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 acts or omissions of those acting on your behalf; in the performance of your ongoing operations 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" 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. PI-GLD-HS (10/11) Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company m.State or Political Subdivisions –Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political 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 in the Event of Occurrence, Claim or Suit SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a.is amended to include: This condition applies only when the “occurrence” or offense 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 occurs after such claim or “suit” 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. N. Unintentional Failure To Disclose Hazards SECTION IV – COMMERCIAL GENERAL 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 SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of PI-GLD-HS (10/11) Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, 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 the waiver is made in a written contract. P. Liberalization SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury – Mental Anguish SECTION V – DEFINITIONS, Paragraph 3. Is 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 foregoing (Item a. above) at any time. R. Personal and Advertising Injury – Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of “personal and advertising injury” is amended as follows: 1.SECTION V – DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2.SECTION 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 (2) Any executive officer, director, stockholder, partner or member 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; PI-GLD-HS (10/11) Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company c.Directly or indirectly related to the sale, rental, lease 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.Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Signature: Email: Signature: Email: Signature: Email: Merina Hanson (Apr 19, 2021 09:34 PDT) mhanson@kentwa.gov rlashley@kentwa.gov Melissa McCormick (Apr 20, 2021 11:39 PDT) Melissa McCormick cityclerk@kentwa.gov Children's Therapy Center - Amendment #2 Final Audit Report 2021-04-20 Created:2021-04-19 By:KateLynn Jennings (kjennings@kentwa.gov) Status:Signed Transaction ID:CBJCHBCAABAAFm9iqaGuAbOraoxLB2gn6oQLn3zAqHjr "Children's Therapy Center - Amendment #2" History Document created by KateLynn Jennings (kjennings@kentwa.gov) 2021-04-19 - 3:52:34 PM GMT- IP address: 146.129.252.126 Document emailed to Merina Hanson (mhanson@kentwa.gov) for signature 2021-04-19 - 4:04:25 PM GMT Email viewed by Merina Hanson (mhanson@kentwa.gov) 2021-04-19 - 4:33:58 PM GMT- IP address: 98.232.40.129 Document e-signed by Merina Hanson (mhanson@kentwa.gov) Signature Date: 2021-04-19 - 4:34:40 PM GMT - Time Source: server- IP address: 98.232.40.129 Document emailed to Barry Gourley (barryg@ctckids.org) for signature 2021-04-19 - 4:34:42 PM GMT Email viewed by Barry Gourley (barryg@ctckids.org) 2021-04-19 - 4:35:56 PM GMT- IP address: 50.236.51.154 Document e-signed by Barry Gourley (barryg@ctckids.org) Signature Date: 2021-04-19 - 4:51:48 PM GMT - Time Source: server- IP address: 50.236.51.154 Document emailed to Ronald Lashley (rlashley@kentwa.gov) for signature 2021-04-19 - 4:51:50 PM GMT Email viewed by Ronald Lashley (rlashley@kentwa.gov) 2021-04-19 - 5:41:37 PM GMT- IP address: 146.129.252.126 Document e-signed by Ronald Lashley (rlashley@kentwa.gov) Signature Date: 2021-04-19 - 6:49:58 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to Julie Parascondola (jparascondola@kentwa.gov) for signature 2021-04-19 - 6:50:01 PM GMT Email viewed by Julie Parascondola (jparascondola@kentwa.gov) 2021-04-20 - 5:49:16 PM GMT- IP address: 146.129.252.126 Document e-signed by Julie Parascondola (jparascondola@kentwa.gov) Signature Date: 2021-04-20 - 5:49:47 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to Melissa McCormick (cityclerk@kentwa.gov) for signature 2021-04-20 - 5:49:49 PM GMT Email viewed by Melissa McCormick (cityclerk@kentwa.gov) 2021-04-20 - 6:37:26 PM GMT- IP address: 146.129.252.126 Document e-signed by Melissa McCormick (cityclerk@kentwa.gov) Signature Date: 2021-04-20 - 6:39:06 PM GMT - Time Source: server- IP address: 146.129.252.126 Agreement completed. 2021-04-20 - 6:39:06 PM GMT