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HomeMy WebLinkAboutCAG2022-032 - Original - Confidential Data Disposal, Inc. - 2022 Recycling Events - 02/01/2022Nancy Yoshitake for Tony Donati Public Works 02/01/2022 02/03/2022 N/A 47005245.64110.7910/7940 N/A Confidential Data Disposal, Inc.Contract Other 2022 Recycling Events Provide on-site shredding services. Other 12/31/2022 $5,500 CAG2022-032 2/1/2022 Original______ GOODS & SERVICES AGREEMENT - 1 ($20,000 or Less, incl. WSST) GOODS & SERVICES AGREEMENT between the City of Kent and Confidential Data Disposal, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Confidential Data Disposal, Inc. organized under the laws of the State of Washington, located and doing business at PO Box 1613, Issaquah, WA 98927, Phone: (425) 827-5566, Contact: James Santerelli (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. The Vendor shall provide the following goods and materials and/or perform the following services for the City: The Vendor shall provide on-site shredding services for three City of Kent 2022 Recycling Events. For a description, see the Vendor's Scope of Work which is attached as Exhibit A and incorporated by this reference. The Vendor acknowledges and understands that it is not the City’s exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall complete the work and provide all goods, materials, and services by December 31, 2022. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Five Thousand, Five Hundred Dollars ($5,500), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Vendor shall be paid per recycling event after submittal of invoice. Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment GOODS & SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. If the City objects to all or any portion of an invoice, it shall notify the Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and the Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR’S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which the Vendor’s services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Vendor’s services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Vendor’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, the Vendor must submit a written amendment request GOODS & SERVICES AGREEMENT - 3 ($20,000 or Less, including WSST) to the person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VIII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“force majeure event”). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall GOODS & SERVICES AGREEMENT - 4 ($20,000 or Less, including WSST) be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR’S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Vendor’s representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor’s receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, GOODS & SERVICES AGREEMENT - 5 ($20,000 or Less, including WSST) the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. XI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor’s part, then the Vendor 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 Vendor’s part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIV. WORK PERFORMED AT VENDOR'S RISK. The Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this GOODS & SERVICES AGREEMENT - 6 ($20,000 or Less, including WSST) Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: By:_ Print Name: -,�'A"&& Its:. sr- DATE: la%2o�L NOTICES TO BE SENT TO: VENDOR: lames Santerelli Confidential Data Disposal, Inc. PO Box 1613 Issaquah, WA 98927 (425) 827-5566 (telephone) N/A (facsimile) Confidential On -,a DIsp - Recycling Events 7/Derail CITY OF KENT: Cig telly signed by Cbad Bieren Chad Bieren- C0 E—bieren@kenWe.gd Cxllyof nr, 2022.0 .01 Works, CN=Cbad Bieren By: ae: 2022.02.0� 08-4J:68A8'00' Print Name: Chad Bieren, P.E. Its: Public Works Director DATE: NOTICES TO BE SENT TO: CITY OF KENT: Chad Bieren, P.E. City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5500 (telephone) (253) 856-6500 (facsimile) ATTEST: A14, kIM46j) Kent Citv Clerk GOODS & SERVICES AGREEMENT - ($20,000 or Less, including WSST) EEO COWbFIVVICE DOCf1WEi4i2 - 7 or 3 D9Fs: t0 $QS 1!FI6: (,-�N.L LOU `.x..�, ,.1 pC � D I.2bO ZC � M3 gA 2la UIUa p6IOM' 19aL66 FO 6n16!ll Fps IIAG LGdnILGWGUF2 LGtGL6UCGq 9pOAG' 9p0As' bLIW6 COUgL9CGOL' Fp9F Fps bLIW6 COUFL9CFOL cowbl!Gq MIFp Fps LGdnILGWGUF2 92 26F tOLFp 2' RGtOLG 9CCGbF9Uc6 OI FpI2 ydL66WGUF' 9U 9gp6LGUCG 2F9F6WGUF MITI ps 2ldU6q PA W6' Fps bLOWO[IOU Ot MOWGU 9Uq WIU0LIFI82' I' DnLlua Fps Fiws Ot Fps yaLsswsuF I' Fps bLIW6 COUFL9CFOL' MITI 9CFIAGIA COu2Ig6L pILIUa 9Uq GwbI0A6L' Sill UGM Gwb10A662 9Uq 2npCOUFL9CFOL2 IUgICSiFIUa COWWIFWGUF 92 9U sdn91 obbOLFnuIFA T DnLIUa Fps FIWG of FpI2 daL66W6UF Fps bLIW6 COUFL9CFOL MITI bLOAIgs 9 MLIFF6U 2F9F6WGUF CO g129P11!FA• 2GX' L9CG' COIOL' U9FIOU91 OLIaIU' 9aG' OL Fps bLs2000G O� 911 2GU20LA' WGUF91 OL bpA2Ic91 Y DnLlua Fps FIWs of IpI2 ydLsswsUF I Mill uoF glacLlw1U9Fs lu swbloAWSUF oU Fps p9212 of 1' I p9AG Ls9q Fps 9FF9Cpsq CIFA Ot KGUF 9gwIUI2FL9FIAG b011CA UnWp6L j'5' 1p6 dn62FI0U2 9LG 92 t0110M2: gGfGLWIU9FIOU LGa9LgIUa 2n2bGU21OU OL F6LWIU9FIOU tOL 911 OL b9LF OE Fps yaL66WGUF! gILGCFIAG2 Onfl!UG2' IF MITI ps COU2lg6LGq 9 pLG9Cp Ot C0UFL9CF 9Uq IF MITI ps 9F Fps CIFA,2 20IG IE 9UA C0UFL9CF0L' 2npCOUFL9CFOL OL 2nbb116L milpllA WI2LGbLG2GUF2 Fp6W261AG2 MIFp LGa9Lq FO Fps LG2bOU26 12 LGdnILGq ou 911 OI Fps tolloMIUa dn62FI0U2 IOL Fpl2 vaLGGWGUF FO p6 A911q 9Uq pIUgIUa' CouFL9cFo L' 2npcOUFL9cFOL OL 2nbbllsL OU Fp12 2b6CIUC vaL66WGUF FO 9gp6LG Fo' yU 9!<IILW9FIAG ips tolloMlua dns2FloU2 2bGClt!C911A IgsUFIFA Fps Lsdnl LSWsuF2 Fps CIFA g66W2 UGCG229LA COL 9UA bopCls2' vaLSGWSUF 2p911 cowblA MIFp Fps Lsdnl9Flou2 Ot Fps CIFA,2 sdn91 swbloAWSUF obbo4nuIFA V2 2nCp 911 COUFL9CFOL2' 2npCOUFL9CFOL2 9Uq 2nbbl!GL2 Mp0 b640LW MOLIC MIFp L619FIOU FO F1JI2 1ps CO Ot K6UF I2 COWWIFF6q CO COUtOLW FO L6g6L91 9Uq 2F9F6 19M2 LGa9LgIUa 6dn9I obbOLFnuIFA' CIIA Oh KEIAl E(5nvr EWbr0AWEH.L ObbOis.LnIGIA bOfICA DEcrvKv1ION EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 3 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: ___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ EXHIBIT A EXHIBIT B INSURANCE REQUIREMENTS FORSERVICE CONTRACTS Insurance The Contractor 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 Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Contractor’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. 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. 3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1.Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. EXHIBIT B (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 Contractor’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 Contractor’s insurance and shall not contribute with it. 2. The Contractor’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 contractor 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 Contractor’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 Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor 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 Contractor. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/7/2021 (425) 489-4500 (425) 485-8489 40312 Confidential Data Disposal PO Box 1613 Issaquah, WA 98027 A 1,000,000 X X CPP1272499 9/10/2021 9/10/2022 1,000,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000A X X CPP1269715 9/10/2021 9/10/2022 1,000,000A UMB1046027 9/10/2021 9/10/2022 1,000,000 10,000 A CPP1272499 9/10/2021 9/10/2022 1,000,000 1,000,000 1,000,000 RE: 2 data disposal events City of Kent is Additional Insured if required by written contract or written agreement subject to General Liability Blanket Additional Insured Provision and Auto Liability Additional Insured Provision. City of Kent 220 4 Ave South Kent, WA 98032 JAMESAN-02 GKUMAR Hub International Northwest LLCPO Box 3018Bothell, WA 98041 now.info@hubinternational.com Pioneer Specialty Insurance Company X X X X X X X X X COMMERCIAL GENERAL LIABILITY WN GL 139 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WN GL 139 06 18 Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ADDITIONAL INSURED CONTRACTORS OPERATIONS AND COMPLETED OPERATIONS WITH ADDITIONAL INSURED REQUIREMENT IN CONSTRUCTION CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. Additional Insured Operations A. Section II Who Is An Insured is amended to include as an additional insured: (1)Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and (2)Any other person or organization you are required to add as an additional insured under the contract or agreement de- scribed in Paragraph 1. above. Such person(s) or organization(s) is an add- tional insured only with respect to liability for "bodily injury", "property damage" or "per- sonal and advertising injury" caused, in whole or in part, by: a.Your acts or omissions; or b.The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for the additional insured. B. With respect to Additional Insured - Opera- tions, coverage is limited as follows: This insuran bodily in- j (1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) the injury or damage arises has been put to its intended use by any person or or- ganization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 2. Additional Insured Completed Operations A. Section II Who Is An Insured is amended to include as an additional insured: (1)Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and (2)Any other person or organization you are required to add as an additional insured under the contract or agreement de- scribed in Paragraph 1.above. Such person(s) or organization(s) is an addi- tional insured only with respect to liability for "bodily injury", "property damage" or "per- sonal and advertising injury" caused, in whole or in part, by: a.Your acts or omissions; or b.The acts or omissions of those acting on your behalf; and included -completed op- WN GL 139 06 18 Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B.With respect to Additional Insured Com- pleted Operations, coverage is limited as fol- lows: (1) sured under Additional Insured Com- pleted Operations continues only for the period of time required by any written con- tract or agreement. (2)The insurance provided to the additional for which a consolidated (wrap-up) insur- ance program has been provided by the prime contractor-project manager or owner of the construction project in which you are involved. 3. Primary and Noncontributory The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek con- tribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured un- der such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be pri- mary and would not seek contribution from any other insurance available to the additional insured. 4. Other Provisions Applicable to Additional In- sured Operations and Additional Insured Completed Operations A.The Amendment of Insured Contract Defini- tion (Endorsement CG 24 26) does not apply to an additional insured. B.The coverage provided under Paragraph f.of Sec- tion V Definitions does not apply to an ad- ditional insured under this endorsement un- less required by a written contract or agreement. C.The insurance afforded to such additional in- sured only applies to the extent permitted by law; and If coverage provided to the additional insured is required by a contract or agreement, the in- surance afforded to such additional insured will not be broader than that which you are re- quired by the contract or agreement to provide for such additional insured. D.With respect to the insurance afforded to these additional insureds, the following is added to Section III Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: (1)The minimum amount required by the contract or agreement; or (2)The Limits of Insurance shown in the Dec- larations; whichever is less. This endorsement shall not increase the ap- plicable Limits of Insurance shown in the Dec- larations. E.With respect to the insurance afforded to these additional insureds, the following addi- tional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "per- sonal and advertising injury" arising out of the rendering of, or the failure to render, any pro- fessional architectural, engineering or survey- ing services, including: (1)The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders, change orders or drawings and specifications; or (2)Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional insured allege negli- gence or other wrongdoing in the supervision, hiring, employment, training or monitoring of rendering of or failure to render any profes- sional services by you with respect to your providing engineering, architectural or survey- ing services in your capacity as an engineer, architect or surveyor. WN GL 39 08 18 Includes copyrighted material of the Insurance Service Office, Inc., with its permission.Page 10 of 10 D. Waiver of Subrogation Item 8. Transfer of Rights of Recovery Against Others to Us is hereby amended by the addition of the following: We waive any right of recovery we may have because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a written contract, executed prior to loss, requiring such waiver with that person or organization and included in the "products-completed operations hazard". However, our rights may only be waived prior to the "occurrence" giving rise to the injury or damage for which we make payment under this Coverage Part. The insured must do nothing after a loss to impair our rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce those rights. SECTION V DEFINITIONS AMENDMENTS A. Insured Contract Amended Paragraph 9. a.is replaced by the following: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of B. Personal And Advertising Injury Redefined Paragraph 14. d.and e . are replaced by the following: d.Oral, written, televised, videotaped or electronic publication of material that slanders or libels a e.Oral, written, televised, videotaped or electronic publication of material that right of privacy; WN CA 27 06 16 WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 1 of 5 BUSINESS AUTO ENHANCEMENT ENDORSEMENT The Business Auto Enhancement Endorsement is an optional endorsement that provides coverage enhancements. The following is a summary of broadened coverages provided by this endorsement. No coverage is provided by this summary, refer to following endorsement for changes in your policy. SUMMARY OF COVERAGES PAGE Accidental Airbag Deployment Coverage 4 Auto Loan/Lease Gap Coverage 4 Blanket Additional Insured 2 Blanket Waiver of Subrogation 5 Broadened Definition of Insured includes: Newly Acquired Organizations for up to 180 Days 2 Employees as Insureds 2 Subsidiaries in Which You Own 50% or More 2 Deductible Waiver for Glass Repair 3 Employee Hired Auto 2, 5 Fellow Employee Coverage 3 Hired Auto Physical Damage Coverage 4 Knowledge of Accident, Claim, Suit or Loss 5 Loss Of Use Expenses - Amended 3 Personal Effects 3 Rental Reimbursement Coverage 4 Supplementary Payments - Amended: Bail Bonds up to $5,000 2 Loss of Earnings up to $500/Day 2 Transportation Expense Limits Amended 3 Unintentional Failure to Disclose Hazards 5 WN CA 27 06 16 WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 2 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BUSINESS AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies the insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The SECTIONS of the Business Auto Coverage Form identified in this endorsement will be amended as shown below. SECTION II COVERED AUTOS LIABILITY COVERAGE AMENDMENTS A. Who Is An Insured SECTION II COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended to add: d.Any legally incorporated subsidiary of yours in which you own more than 50% of the voting stock on the effective date of this coverage form. any other automobile liability policy, or would be policy but for termination of such policy or the exhaustion on e.Any organization which is newly acquired or formed by you and over which you maintain majority ownership. However, coverage under this provision: (1) is afforded only for the first 180 days after you acquire or form the organization or until the end of the policy period, whichever comes first; (2) occurred before you formed or acquired the organization; (3) does not apply to any newly acquired or formed organization that is a joint venture or partnership; and (4) other automobile liability policy, or would be r such a policy but for ter- mination of such policy or the exhaustion of f. borrow in your business or your personal affairs. g. name, with your permission, while performing duties related to the conduct of your business. B. Blanket Additional Insured SECTION ll COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, paragraph c. is amended to add the following: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed period, to be named as an additional insured is an damages to which this insurance applies and only to the extent that persons or organization qualifies as contained in Section ll. C. Liability Coverage Extensions Supplementary Payments SECTION II COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments is amended by replacing subparagraphs (2) and (4) with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required have to furnish these bonds. (4) All reasonable expenses incurred by the earnings up to $500 a day because of time off from work. WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 3 of 5 D. Fellow Employee Coverage SECTION II COVERED AUTOS LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee, the following is added: Co-Employee Lawsuit Defense Cost Reimbursement or while performing duties related to the conduct of your business, or a suit seeking damages brought by the spouse, child, parent, brother or sister of that reimburse reasonable costs that you incur in the defense of such matters. Any reimbursement made pursuant to this sub-section will be in addition to the limits of liability set forth in the Declarations. SECTION III PHYSICAL DAMAGE COVERAGE AMENDMENTS A. Transportation Expense Limits Amended SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Trans- portation Expenses is amended by replacing $20 per day/$600 maximum limit with $50 per day/$1000 maximum. B. Hired Auto Physical Damage Loss Of Use Expenses Limits Amended SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses is amended by replacing the $20 per day/$600 maximum limit with $50 per day/$750 maximum limit. C. Personal Effects Coverage SECTION lll PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: c. Personal Effects effects, which are: (1) (2) This coverage applies only in the event of the total this coverage D. Glass Repair Deductible Waiver SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 3. Glass Breakage Hitting A Bird Or Animal Falling Objects Or Missiles, is amended by adding the following: No deductible will apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. E. Hired Auto Physical Damage SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage is amended by adding the following: 5. Hired Auto Physical Damage Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are pro- you own, then the Physical Damage Coverages kind and use, subject to the following: a. $50,000 or the actual cash value or cost to repair or replace, whichever is less, minus a deductible; b. The deductible will be equal to the largest deductible applicable t for that coverage. Any Comprehensive deducti by fire or lightening; c. Hired Auto Physical Damage coverage is excess over any other collectible insurance; and d. Subject to the above limit, deductible and excess provisions we will provide coverage equal to the broadest coverage applicable to If a limit for Hired Auto Physical Damage is indicated in the Declarations, then that limit replaces, and is not added to, the $50,000 limit indicated above. WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 4 of 5 F. Rental Reimbursement SECTION III PHYSICAL DAMAGE COVERAGE A. Coverage, is amended by adding the following: 6. Rental Reimbursement This coverage applies only the private passenger or light truck type as follows: a. We will pay for rental reimbursement expenses incurred by you for the rental of a - seng applies in addition to the otherwise applica- ble amount of each coverage you have on a covered private passenger or light truck type coverage. b. We will pay only for those expenses incurred during the policy period beginning 24 hours - lowing number of days: (1) The number of days reasonably re- quired to repair or replace the covered private passenger or light truck type number of days is added to the number of days it takes to locate the covered private passenger or light truck type (2) 30 days. c. Our payment is limited to the lesser of the following amounts: (1) Necessary and actual expenses incurred, or (2) $50 per day, up to a maximum of $1,000. d. This coverage does not apply while there are spare or reserve private passenger or available to you for your operations. e. light truck type, we will pay under this cover- age only that amount of your rental reim- bursement expenses which is not already provided for under SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions. For the purposes of this Rental Reimbursement coverage, light truck is defined as a truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as the maximum loaded weight the auto is designed to carry. G. Accidental Airbag Deployment Coverage SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage is amended by adding the following: 7. Accidental Airbag Deployment Coverage We will pay to reset or replace factory installed discharge, other than discharge due to a collision loss. This coverage is applicable only if comprehen- This coverage is excess over any other collecti- ble insurance or reimbursement by manufac- H. Auto Loan/Lease Gap Coverage SECTION III PHYSICAL DAMAGE COVERAGE, Item A., Coverage, is amended by adding the following: 8. Auto Loan/Lease Gap Coverage This c described or designated in the Schedule or in the Declarations as including physical damage coverage. Schedule or in the Declarations, we will pay any unpaid amount due on the lease or loan for a a. The amount paid under the Physical Damage Coverage Section on the policy; and b. Any: (1) Overdue lease/loan payments at the (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 5 of 5 SECTION IV BUSINESS AUTO CONDITIONS AMENDMENTS A. Duties In The Event Of Accident, Claim, Suit Or Loss Amended SECTION IV BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, a. is amended by adding the following: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or insurance manager, if you are a corporation; or (4) A member or manager, if you are a limited liability company. But, this section does not amend the provisions relating to notification of police, protection or exami- nation of the property which was subject to the B. Blanket Waiver of Subrogation Section IV BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights of Recovery Against Others to Us, is amended by adding the following exception: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract signed operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. C. Unintentional Failure to Disclose Hazards SECTION IV BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepre- sentation Or Fraud, is amended by adding the following paragraph: If you unintentionally fail to disclose any hazards existing at the inception date of the policy, or during the policy period in connection with any additional hazards, we will not deny coverage under this Cov- erage Part because of such failure. D. Employee Hired Auto SECTION IV BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, paragraph b. is deleted and replace by the following: b. For Hired Auto Physical Damage Coverage, the you own: (1) borrow. (2) name, with your permission, while performing duties related to the conduct of your business.