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HomeMy WebLinkAboutCAG2022-280 - Original - Pacific Northwest Aerospace Alliance (PNAA) - Tech Innovation Conference & Expo - 07/01/2022Rhonda Bylin ECD 06/30/2022 7/05/2022 5/17/2022 13001315.64190.1270 Local PNAA - Pacific NW Aerospace Alliance Grant: Non-Real Property in process Original Tech Innovation Conference & Expo two day event at ShoWare Center to Showcase emerging technologies in aerospace manufacturing and engineering. 27,000 Other 7/1/22 CAG2022-280 7/1/227/1/22 Page 1 of 5 Lodging Tax Grant Agreement Lodging Tax Grant Agreement 1. Parties. This agreement is entered into by and between the City of Kent, a Washington municipal corporation (hereinafter the “City”), and Pacific Northwest Aerospace Alliance, a 501c6 corporation (hereinafter the “Recipient”), located at 16625 Redmond, Way, Suite M#187, Redmond, WA 98052. In consideration of the mutual promises identified herein, the parties agree as follows: 2. Revenue Award and Payment. The City awards lodging tax revenue in the amount of $27,000.00 to Recipient. The City shall issue lodging tax revenue to Recipient on a reimbursement basis. (Notwithstanding the foregoing, the City has the sole discretion to issue lodging tax revenue to the Recipient in a lump sum, in installments, or pursuant to any other reasonable method.) In order to obtain reimbursement, Recipient shall submit an invoice with supporting documentation to the Director of Economic and Community Development. 3. Use of Revenue. Recipient shall use the lodging tax revenue to benefit the City of Kent through: (1) business or leisure tourism marketing; (2) marketing and operations of special events and festivals designed to attract business or leisure travelers; or (3) supporting the operations of tourism-related facilities owned or operated by nonprofit organizations. “Tourism promotion” shall have the meaning set forth in RCW 67.28. RCW 67.28 defines tourism promotion to mean activities, operations, and expenditures designed to increase tourism, including but not limited to: a. advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; b. developing strategies to expand tourism; c. operating tourism promotion agencies; or d. funding the marketing of or the operation of special events and festivals designed to attract tourists. Furthermore, Recipient’s tourism promotion activities, operations and expenditures shall be wholly consistent with the program or activities described in Recipient’s application for lodging tax revenue, a copy of which is attached hereto, and incorporated by this reference as Exhibit A. If the Recipient’s application and this contract conflict, the provisions of this contract shall control. If any grant funds remain unused as of the termination date below, or if Recipient fails, for any reason, including failure in performance due to acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government, to use the lodging tax revenue as required herein or by applicable law, or fails to perform its obligations under this contract, the Recipient shall, upon demand of the City, repay Page 2 of 5 Lodging Tax Grant Agreement the lodging tax revenue to the City. Interest shall accrue at the rate of twelve percent (12%) per year from the time the City demands repayment of the lodging tax revenue, and the City may use any method available to it by law to collect any such funds. 4. Marketing and Promotional Materials. All events and activities funded with lodging tax revenues must list the City of Kent as a sponsor. Recipient will feature either the City of Kent logo and web address (KentWA.gov) on business- related event marketing and promotional materials or the Visit Kent logo and web address (VisitKent.com) if the activity is for leisure or entertainment purposes. Use of City logos and web addresses shall be consistent with City policies and procedures, and such policies and procedures are hereby incorporated into this agreement. Permission for the use of City logos may be revoked at any time by the City and such use shall not exceed the term of this agreement unless expressly permitted by the City. 5. Term and Termination. This contract shall be effective when both parties have executed this contract or on January 1, 2022, whichever is later, and shall terminate once Recipient expends the lodging tax revenue or on December 31, 2023, whichever is earlier. The City may terminate this contract if the Recipient breaches this contract and then fails to cure the breach after the City provides written notice of the breach and allows the Recipient a reasonable opportunity to cure, if such breach is curable. The City may suspend this contract, with or without cause, by providing written notice of suspension to Recipient. 6. Reports and Information. Recipient shall maintain records that fully and accurately reflect any use of the lodging tax revenue and Recipient’s tourism promotion activities, operations and expenditures. Recipient, at such times and in such forms as the City may require, including after the cessation of its tourism promotion activities, operations and expenditures, or termination of this contract, shall make available to the City for audit and inspection any and all records that relate to the lodging tax revenue and Recipient’s tourism promotion activities, operations and expenditures. Recipient shall maintain accounting records in accordance with generally accepted accounting principles and practices. 7. Independent Contractor. Recipient shall be an independent contractor for all federal, state and other purposes. 8. Indemnification. Recipient shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Recipient, except for injuries and damages caused by the sole negligence of the City. 9. Insurance. The recipient shall provide proof of and maintain insurance as defined in Exhibit B which is attached and incorporated by this reference. 10. Notices. Any notices given by the City to Recipient or by Recipient to the Page 3 of 5 Lodging Tax Grant Agreement City shall be in writing and delivered to the other party. 11. Waiver. Failure to insist upon strict compliance with any terms, covenants or conditions of this contract shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. 12. Applicable Law; Venue. The venue for any legal action arising from this contract shall be King County, Washington, and that this contract shall be governed, construed, and interpreted according to the laws of the State of Washington. 13. Compliance with Laws and Regulations. Recipient shall comply with all applicable laws, rules, regulations, and orders from any and all authorities having jurisdiction. 14. Compliance with the Public Records Act. Recipient acknowledges that the City is subject to the Public Records Act, Chapter 42.56, RCW (the “Act”). All records owned, used, or retained by the City are public records subject to disclosure unless exempt under the Act, whether or not such records are in the possession or control of the City or the Recipient. The Recipient shall cooperate with the City so that the City may comply with all of its obligations under the Act. To ensure the City’s compliance, the Recipient shall, within ten (10) days after receipt of notice from the City, deliver to the City copies of all records relating to this Agreement or relating to the Work, which the City determines qualify as the City’s public records under the Act. If the City receives a public records request relating to this Agreement or relating to the Work, the City shall seek to provide notice to the Recipient at least ten (10) days before the City releases records pursuant to such public records request, but in no event will the City have any liability to the Recipient for any failure of the City to provide such notice. In addition to its other indemnification and defense obligations under this Agreement, Recipient shall indemnify and defend the City from and against any and all losses, penalties, fines, claims, demands, expenses (including, but not limited to attorney’s fees and litigation expenses), suits, judgments, or damage arising from or relating to any failure of Grant Recipient to comply with this section. 15. Discrimination Prohibited. In all Recipient programs, operations or activities, and all hiring and employment made possible, directly, indirectly, by or resulting from this contract, Recipient shall not discriminate against any protected class or on any basis prohibited by federal or state law, including, but not limited to, sex, race, color, creed, religion, national origin, disability, use of a guide dog or service animal by a person with a disability, HIV/AIDS or hepatitis C status, sexual orientation, gender identity, or honorably discharged veteran and military status. 16. Assignment and Subcontract. Accept as noted or identified in Recipient’s Hotel/Motel Tax Fund Application, Recipient shall not assign or subcontract any portion of the Service contemplated by this contract without the written consent of the City. 17. Cumulative Remedies. The rights and remedies of each party set Page 4 of 5 Lodging Tax Grant Agreement forth in any provision of this contract are in addition to and do not in any way limit any other rights or remedies afforded to such party by law. 18. Severability. The invalidity or unenforceability of any particular provision of this contract shall not affect the other provisions, and this contract shall be construed as if such invalid or unenforceable provisions were omitted, unless such invalidity or unenforceability destroys the purpose and intent of this contract. 19. Entire Contract; Possible Amendments. This contract contains the entire agreement between the parties and no other agreements, oral or otherwise, regarding the subject matter of this contract, shall be deemed to exist or bind any of the parties. Either party may request changes in the contract. Proposed changes mutually agreed upon will be incorporated by written amendments to this contract. 20. Misuse of Funds for Political Activity. Awarded Lodging Tax Funds may not be used directly or indirectly to further political activity and/or endorse rather than use such funds for their intended purpose. Any such use shall be grounds for immediate termination of this contract and in that event the Recipient hereby agrees to refund all grant funds. 21.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. (Remainder of Page left blank intentionally) Page 5 of 5 Lodging Tax Grant Agreement RECIPIENT: By: (signature) Print Name: Its (title) Date: CITY OF KENT: By: (signature) Print Name: Dana Ralph Its Mayor Date: NOTICES TO BE SENT TO: RECIPIENT: Nikki Malcom Pacific Northwest Aerospace Alliance 16625 Redmond Way, M#187 Redmond, WA 98052 (206) 250-4902 (telephone) nmalcom@pnaa.net NOTICES TO BE SENT TO: CITY OF KENT: Michelle Wilmot, Economic Development Manager City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5709 (telephone) APPROVED AS TO FORM: Kent Law Department ATTEST: ___________________________ Kent City Clerk Nikki MalcomCEO & Executive Director 6/29/2022 EXTERNAL EMAIL A new entry to a form/survey has been submitted. Form Name:LTAC Grant Application - Spring 2022 Date & Time:03/31/2022 5:09 pm Response #:33 Submitter ID:33690 IP address:50.46.209.133 Time to complete:39 min. , 6 sec. Survey Details Page 1 General Information This grant application period is for activities and projects in 2022 - 2023. Lodging Tax grant applications are submitted electronically and must be received by midnight on Thursday, March 31, 2022. If for some reason you’re unable to submit the application online, please send your application and any possible attachments to LTAC@KentWA.gov. Incomplete and/or late applications will not be considered. All applications received become public records. 1. Title of the Event/Activity 10 Word Limit Tech Innovation Conference and Expo 2. Proposed Location, Event/Activity, if applicable accesso ShoWare Center, 625 W James St., Kent, WA 98032Facility name and address, city 3. Grant Amount Requested (Whole numbers, no punctuation, ex. 400, 2000...) 35000 4. Total Project Cost (Whole numbers, no punctuation, ex. 400, 72000 2000...) 5. Name of Organization 10 Word Limit Pacific Northwest Aerospace Alliance Please ensure the individual listed below is authorized to sign financial contracts on behalf of your organization. 6. First and Last Name Nikki Malcom 7. Title CEO & Executive Director 8. Mailing Address 16625 Redmond Way, Suite M-187, Redmond, WA 98052 9. Phone 206-250-4902 10. Email nmalcom@pnaa.net 11. Federal Tax ID Number 93-1117303 Page 2 Event/Activity Information This information will be referenced by the Lodging Tax Advisory Committee during the grant application review period. Keep your responses within the word limits. (You might consider drafting responses in a word processor and copying to the online form). Portions of responses exceeding the word limit may not be considered. 12. Check all categories that apply to this application: [×] Marketing and/or operation of a special event or conference designed to attract leisure or business travelers 13. Describe your business or leisure travel-related activity or event and target audience. What methods will you use to promote your project/event to business and leisure travelers (ex. mailings, advertising, social media, etc)? 250 Word Limit PNAA’s 2022 Tech Innovation Conference and Expo is a two-day event that is designed to educate the region on new technologies and capabilities within the aerospace manufacturing sector. Expected attendees include C-Level aerospace executives, government and military leaders, strategic planners, program managers, and supply chain professionals. Typical PNAA events attract mid- to upper-level management from a cross-section of aerospace companies in the Pacific Northwest. The Expo will span both days, will be open to the general public, and will be free to attend. It will feature vendors in exhibit booths that consist of aerospace manufacturers, new/developing technology companies, RFID software and hardware, ERP systems, laser scanning, augmented reality software and hardware, blockchain, robots/co- bots, 3D scanning, simulation manufacturing, and other aerospace related companies. The Tech Innovation Conference will be held on the second day in a private meeting space, while the Expo is simultaneously open to the public. The Tech Innovation Conference will require attendees to purchase a ticket for admission and will promote a program that includes education and presentations from leading aerospace manufacturers and companies from the Pacific Northwest. PNAA plans to market the event through electronic mailings, its website (home page and event page), PNAA’s newsletters and mid-month mailers, advertising in magazines and social media posts. 14. How does your project/event promote a positive image for Kent as business or leisure destination? 250 Word Limit The event will feature Kent’s accesso ShoWare Center as a prime location for business gatherings of all size groups. PNAA proposes to hold The Tech Innovation Conference in the Heritage Club of ShoWare Center, which will showcase the first-class amenities and abilities of that venue. Additionally, the event will encourage networking among attendees of the Tech Innovation Conference and Expo in the evening at Kent area restaurants and bars. PNAA plans to secure block hotel rates at local area hotels and promote overnight stays at these Kent hotels on our website at the event landing page. With the emphasis of the event on aerospace manufacturing and technical companies, Kent will be highlighted as at the center of the aerospace sector. 15. What kind and degree of partnership does the project/event exhibit (volunteer involvement, interjurisdictional, corporate, business and/or civic organization support)? 250 Word Limit The Tech Innovation Conference and Expo will partner with local aerospace industry organizations including Impact Washington. PNAA is actively seeking other aerospace corporate and business support. PNAA will seek volunteers to help at the event from local colleges with emphasis on aerospace curriculum including Embry-Riddle Aeronautical University, North Seattle College, Green River College, Edmonds College and Everett Community College. Recruiting volunteers from these educational institutions allows PNAA to provide industry exposure to current students who seek a career in the aerospace industry. 16. Applicants are encouraged to seek multiple sources of revenue. What other revenue sources will be used to support this project/event? Are you applying for Lodging Tax Funds from another municipality? If yes, list the other jurisdiction(s) and amount(s) requested. 250 Word Limit In addition to any funding that PNAA may receive from the Kent Lodging Tax Fund, revenue will come from corporate and individual sponsorships of the event, vendors purchasing exhibit booths for the Expo, and ticket sales to the Tech Innovation Conference. 17. If only partial funding is available, can the project/event be modified and still continue? Please explain how. 250 Word Limit Yes, PNAA will actively seek sponsors and exhibitors to help underwrite costs for the project. If only partial funding is available, marketing for the event can be modified and the event can still continue. 18. Is this funding request for a new project/event or to continue or expand an ongoing project/event? If the proposal is associated with an existing project/event - in operation for more than three years - it must be for expansion or enhancements that are clearly defined or measurable. Please describe. 250 Word Limit The PNAA Tech Innovation Conference & Expo is a new event to be held in Kent, Washington. The selection of Kent as the location for the Conference and Expo is strategic due to Kent’s central location in the Pacific Northwest aerospace corridor. PNAA hopes to expose attendees at the event to the business opportunities available in the Kent area. Page 3 Scope of Work This information will be used to generate a one-page Scope of Work for contracting purposes if your event/activity is awarded funds. Please summarize your responses into bulletized lists within the prescribed word limits. Each point should reference key objectives or milestones. 19. Goals Bullet 1 - 30 Word Limit Provide free resources for aerospace manufacturing and other aerospace industry businesses to learn about new technologies and innovations through vendor exhibit booths at the Expo. Bullet 2 - 30 Word Limit Introduce the aerospace manufacturing cluster to new technologies will help them remain globally competitive. Bullet 3 - 30 Word Limit Convene the available technologies for manufacturing innovation into one location. Bullet 4 - 30 Word Limit Help local aerospace manufacturing companies improve their technical debt. Bullet 5 - 30 Word Limit Not answered 20. Outcomes / Deliverables Bullet 1 - 30 Word Limit Help support the local region with understanding the new technologies through presentations at the Tech Innovation Conference. Bullet 2 - 30 Word Limit With members and affiliates around the world, PNAA strengthens the manufacturing supply chain through dynamic events designed to inform aerospace leaders, connect aerospace interests, and inspire industry collaboration and innovation. Bullet 3 - 30 Word Limit Support the local region by showing how to create a road map for new technology and introduce to businesses the available types of technology that will help them remain profitable. Bullet 4 - 30 Word Limit Promote awareness of the City of Kent’s business opportunities and its position in the center of the aerospace manufacturing corridor. Bullet 5 - 30 Word Limit Not answered 21. Estimated Completion Date Bullet 1 - 30 Word Limit The event will span two days in September, ideally September 14 & 15. Availability of the accesso ShoWare Center is not yet confirmed, so dates may change based on availability. 22. Success Measures Bullet 1 - 30 Word Limit Expose more than 350 attendees across the Tech Innovation Conference and Expo to innovations and new technologies in the aerospace manufacturing cluster. Bullet 2 - 30 Word Limit Full exhibit hall with a variety of companies from the aerospace industry. Bullet 3 - 30 Word Limit Generate an overwhelming response and interest in the event to sustain and grow the event into an annual Tech Innovation Conference and Expo. 23. Outline the timeline and milestones for project completion into a list. Include dates and expectations for key activities. 250 Word Limit April - May, 2022: Secure speakers for the Tech Innovation Conference; Secure vendors for the Expo; Secure sponsors for the entire event; Finalize graphics for the event May - June, 2022: Begin promotional development; Open registration for the Tech Innovation Conference June, 2022: Finalize agenda and speakers for Tech Innovation Conference; Prepare initial layout of exhibit booths for Expo; Actively promote event through electronic mailings, newsletters, mid-month mailers and social media July, 2022: Confirm all speakers; Recruit volunteers; Secure sponsors; Assign placement of vendors at Expo August, 2022: In-depth promotion and marketing; Recruit registrations for Tech Innovation Conference September, 2022: Final preparations, marketing and execution of event September 14 - 15, 2022: Tentative date of event September 17, 2022: Post event media follow up 24. What is the projected overall attendance at your proposed event/activity? 10 Word Limit, number or range acceptable 300-350 visitors at the Expo; 200 attendees at the Conference. 25. What is the projected number of attendees who will stay in Kent overnight in paid accommodations? 10 Word Limit, number or range acceptable 75-100 hotel rooms, with 150-200 total overnight stays. 26. Additional Forms If your application is awarded a grant, these forms are required for contracting purposes. To expedite the process, please submit the following forms to LTAC@KentWA.gov: Vendor Form for Grant Recipient (PDF) Form W-9 (PDF) Copy of Current Insurance Certificate. While not required at time of application, grant awardees must obtain levels of insurance prescribed in Insurance Requirements for LTAC Grant Agreement (PDF) You may also submit any supporting documentation (presentations, reports, links, etc) to LTAC@KentWA.gov. Be sure to note the name of your organization and activity/project referenced in your application in the email subject line. Keep the size of each email, with attachments, to less than 10 MB. 27. I am an authorized agent of the nonprofit and/or public organization/agency applying for funding. I understand that: If awarded, my organization will enter into a contract with the City of Kent and provide liability insurance for the duration of the contract naming the City as an additional insured. Half of the grant funds, unless otherwise specified, will be provided once the contract is executed. The remaining half will be reimbursed after the activity/event and a signed reimbursement invoice, copies of receipts over $100 have been submitted to the City, as well as a report documenting economic impact results in a format determined by the City. The certification field is required and cannot be left blank. [×] Thank you, City of Kent This is an automated message generated by Granicus. Please do not reply directly to this email. Exhibit B - 1 Lodging Tax Grant Agreement EXHIBIT B INSURANCE REQUIREMENTS FOR LTAC GRANT AGREEMENT Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: 1. The Consultant’s insurance coverage shall be primary insurance as respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 2. The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. Exhibit B - 2 Lodging Tax Grant Agreement E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE GENERAL LIABILITY UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS (Mandatory in NH) WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY INSR ADDL WVD SUBR N / A 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 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). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DESCRIPTIONS (Continued from Page ) 1 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: W , 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 authorized representatives or any one to 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 - 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) 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 or aused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A 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 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 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 (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 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 Page 12 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I – Coverage A – Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; PI-CANXCH-002-WA (09/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTICE TO SCHEDULED CERTIFICATE HOLDER This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART COMMERCIAL CRIME COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART SCHEDULE OF CERTIFICATE HOLDERS CH Certificate Holder Address CH City of Kent 220 Fourth Avenue South Kent, WA 98032 The following is added to A. CANCELLATION of the Common Policy Conditions of the above applicable coverage part: A. In the event we cancel the policy in accordance with the policy's terms and conditions, we will endeavor to mail written notice of cancellation to Certificate Holders, shown in the above SCHEDULE within the time frame listed below. However, failure to mail such notice shall impose no obligation of any kind upon us, our agents or representatives. 30 days before the effective date of cancellation if we cancel for any reason other than for non - payment of premium. Page 2 of 2