HomeMy WebLinkAboutCAG2022-483 - Original - Protingent, Inc. - Temporary Employees for IT Projects & Services As-Needed - 12/22/2022 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr: LS/BR
Agreement Routing Form DirAsst:
400
• For Approvals,Signatures and Records Management Dir/Dep: MC
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional)
W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper)
Originator: Department:
Daniel Blincoe IT
Date Sent: Date Required:
c 12/21/2022 12/29/2022
Q Authorized to Sign: Date of Council Approval:
Q �Mayor orDesignee 12/13/2022
Budget Account Number: Grant? Yes NoF71
multiple
Budget? Yes E]No Type: N/A
Vendor Name: Category:
Protingent, Inc Contract
Vendor Number: Sub-Category:
= 2192459 Original
O
Project Name: Consultant Services Agreement
3- Project Details: Original Consultant Services Agreement, replacing the prior agreement
O
(CAG2019-495), for temporary workers for technology projects and services on an
C
as-needed basis. Agreement Amount below is for all IT agency temporary contracts.
C
O Basis for Selection of Contractor:
AgreementAmountFO-12
200,000.00 Direct Negotiation
__ *Memo to Mayor must be attached
3- Start Date: /1 01/2023 Termination Date: 12/31/2024
Q Local Business? Yes F,/—]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchose-Locol Exceptions"form on Cityspace.
Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
❑Yes ✓❑No CAG2022_483
Comments: t7
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Date Received:City Attorney: 12/22/22 Date Routed:Mayor's Office City Clerk's Office 12/23/2
adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
8.G
KENT
W A S H I N G T O N
DATE: December 13, 2022
TO: Kent City Council
SUBJECT: Consultant Services Agreements with Protingent, Inc.,
TEKsystems, Inc., and Affirma, LLC - Authorize
MOTION: I move to authorize the Mayor to sign Consultant Services
Agreements with Protingent Inc., TEKsystems, Inc., and Affirma, LLC., in a
collective amount not to exceed the $2.2 Million budget established for all
Information Technology temporary service contracts through December
31, 2024, subject to final terms and conditions acceptable to the IT
Director and City Attorney.
SUMMARY: The City's Information Technology Department ("IT Department")
contracts with a number of employment agencies to retain temporary workers, on
an as-needed basis, to support many of the City's technology projects and service
needs. From January 1, 2023 through December 31, 2024, the City is seeking to
hold agreements with Protingent Inc., TEKsystems, Inc., Robert Half International,
Inc., and Affirma, LLC.
The City's IT Department seeks Council approval to enter into new contracts with
said agencies so long as the costs associated with those contracts can be paid for
within budgets established and authorized by Council for the 2023 and 2024
biennium in an amount not to exceed $2,200,000.00.
The City will pay the Consultant, based on time and materials, for services provided
under the term of this agreement. IT will monitor fees charged in relation to this
collective budgeted amount to ensure the amounts paid to all employment agencies
for temporary workers does not exceed the budgeted amounts approved by
Council.
BUDGET IMPACT:
Description Cost Impact
2023 and 2024 Operating and Capital Budget $2,200,000.00
ATTACHMENTS:
1. City of Kent - Consultant Services MSA - Protingent (PDF)
2. City of Kent - Consultant Services MSA - TEKsystems (PDF)
3. City of Kent - Consultant Services MSA - Affirma (PDF)
Packet Pg. 46
8.G
11/15/22 Operations and Public Safety Committee MOTION
PASSES
RESULT: MOTION PASSES [UNANIMOUS]Next: 12/13/2022
7:00 PM
MOVER: Satwinder Kaur, Councilmember
SECONDER: Toni Troutner, Councilmember
AYES: Boyce, Fincher, Kaur, Larimer, Michaud, Thomas,
Troutner
Packet Pg. 47
KENT
VWA5 H INGTGN
CONSULTANT SERVICES AGREEMENT
between the City of Kent and
Protingent, Inc.
THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter
the "City"), and Protingent, Inc., authorized to conduct business in Washington, and located and doing
business at 11235 SE 6 th Street, Suite 220, Bellevue, WA 98004 (hereinafter the "Consultant").
I. DESCRIPTION OF WORK. Consultant shall perform the following Services for the City in
accordance with the following described plans and/or specifications:
Supplemental staffing and recruiting services on a time and material basis, under the technical
direction and supervision of City, and talent acquisition and executive search services on an
on-call, as-needed basis as determined by the City ("Services"). The specifics of the services
provided will be confirmed in a Job Arrangement Letter, in a form substantially similar to that
attached and incorporated as Exhibit C, which will confirm details of the assignment of
Consultant's Assigned Individual as further specified herein. The Job Arrangement Letter
acknowledges that the assignment is under the terms of a signed agreement between the
parties.
Consultant represents and warrants that the Services furnished under this Agreement will be
performed in a good and workmanlike manner and consistent with generally accepted professional recruiting
practices within the Puget Sound region in effect at the time those Services are performed. Consultant
further represents and warrants that its representatives assigned to perform Services for City shall be fully
qualified, experienced, and technically trained and shall perform the services in a reasonably cost-efficient
manner. For any breach of this warranty, Consultant shall not charge the City for the first forty (40) hours
worked by Consultant's Assigned Individual for the unsatisfactory services.
Contractor represents and warrants that it has the personnel, expertise and corporate infrastructure
available to support the design, delivery, and implementation of each deliverable and meet any milestones
and/or deadlines imposed by this Agreement, as well as performing the Services described herein in accordance
with the terms and conditions of this Agreement. This provision is intended to provide assurance to the City
that Contractor has the talent pool available that is capable of performing as this Agreement requires, and that
Contractor will use its best efforts to locate personnel whose skillset—technical, professional, and
interpersonal—meet the City's needs and desires.
II. TIME OF COMPLETION. This Agreement will become effective on the date it is fully signed
by the parties and will continue through 12/31/2024 ("Initial Term"). The parties agree that work will begin
on the tasks described in Section I above immediately upon the effective date of this Agreement. The parties
may agree to extend this Agreement for successive one (1) year terms, which extensions will be authorized
through an Amendment to this Agreement ("Renewal Term").
III. COMPENSATION.
A. The City shall pay the Consultant, based on time and materials for Services provided under
this Agreement during its Initial Term and each Renewal Term exercised by the City and
agreed upon by the Consultant. The Kent City Council has established an overall budget of
$2,200,000.00 for aH temporary staffing and placement of IT professionals provided by
Consultant, and others retained by the City to provide similar work, through the year 2024,
and City staff is not authorized to approve any work beyond that budgeted amount. The City
CONSULTANT SERVICES AGREEMENT - 1
(Over$20,000)
will monitor fees charged in relation to that collective budgeted amount, and if Services
provided by Consultant and others will cause the City to exceed that budgeted amount, the
City will either seek additional approval through a contract amendment authorized by the
Mayor or Council as the Kent City Code may require or terminate Consultant's services as
provided for in this Agreement.
Consultant acknowledges and understands that it is not the City's exclusive provider of these
services but is instead one of several Consultants who have been retained to provide
temporary staffing and placement services. The City maintains its unqualified right to obtain
these services through other sources. This Agreement is for on-call and as-needed services,
the need for which is determined in the City's sole judgment and discretion.
The Consultant's billing rates will be negotiated at the time an Assigned Individual is assigned
and that agreed billing rate will be provided for on the Assigned Individual's timesheet. If
applicable, overtime will be billed at 1.5 times that rate. The temporary worker Consultant
assigns to perform work under this Agreement ("Assigned Individual") will submit either an
electronic time record or a time sheet for City's verification and approval at the end of each
week.The signing of a weekly timesheet by an authorized City representative shall constitute
acceptance of the hours claimed to have been performed.
B. The Consultant shall submit weekly payment invoices to the City for work performed, and a
final bill upon completion of all services described in this Agreement. The City shall provide
payment within thirty (30) days of receipt of an invoice. If the City objects to all or any portion
of an invoice due to billing or invoicing errors, it shall notify the Consultant and reserves the
option to only pay that portion of the invoice not in dispute until any such dispute is settled
by the parties. In that event, the parties will immediately make every effort to settle the
disputed portion.
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 Consultant has the ability to control and direct the performance and details of its work as
a recruiting firm, the City being interested only in the results obtained under this Agreement.
B. The Consultant maintains and pays for its own place of business from which Consultant's
placement services under this Agreement will be performed.
C. The Consultant has an established and independent business that is eligible for a business
deduction for federal income tax purposes that existed before the City retained Consultant's
services, or the Consultant is engaged in an independently established trade, occupation,
profession, or business of the same nature as that involved under this Agreement.
D. The Consultant 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 Consultant has registered its business and established an account with the state
Department of Revenue and other state agencies as may be required by Consultant's business
and has obtained a Unified Business Identifier (UBI) number from the State of Washington if
applicable to Consultant.
F. The Consultant maintains a set of books dedicated to the expenses and earnings of its
business.
V. CITY PROPERTY. City and Consultant agree and understand that the work performed
hereunder is"Work for Hire." If for any reason work does not constitute "Work for Hire," Consultant hereby
assigns all copyrights therein to the City effective as of the date(s) such materials had been created.
CONSULTANT SERVICES AGREEMENT - 2
(Over$20,000)
Consultant agrees to sign and deliver any documentation that may be reasonably required by the
City to effectuate the foregoing assignment. Consultant shall at all times protect City's property from
injury or loss arising in connection with this Agreement. If provided access, either locally or via remote
access, to City's network, Consultant shall prevent loss of system files and data on City's servers due to the
negligent, reckless, or willful misconduct of Consultant or its Assigned Individual. Consultant shall treat as
confidential all information related to remote access, including instructions, user IDs, and passwords. In no
case shall Consultant allow a third party (i.e. not employed by Consultant) to remotely connect to City's
network.
VI. SECURITY. Given the nature of the services provided, Consultant must make every
reasonable effort to protect City systems and data from improper access. In no case shall any employees.
agents, representatives and/or subcontractors of Consultant, including the Assigned Individual, have access
to City passwords, accounts, records or data files without prior written approval from the City. For security
purposes, Assigned Individuals shall be subject to all lawful background investigations, including without
limitation criminal conviction background investigations, as may be reasonably required by the City. At the
direction of City, Consultant shall do all things necessary or appropriate to facilitate the background checks
including but not limited to obtaining permissions or written waivers from the Assigned Individual, and/or
contracting with a third party to perform the background checks per City's specifications.
VII. PROJECT TEAM.
A. Assignment of Assianed Individual to Project Team. Consultant understands that the
Assigned Individual works as part of the City's project team, and as such, once assigned, the Assigned
Individual is essential to the services offered pursuant to this Agreement. Therefore, the parties agree that:
Consultant will not transfer or reassign such Assigned Individual without the express written agreement of
City; and should such Assigned Individual no longer be employed during the term of this Agreement by
Consultant for whatever reason, City shall have the right to request a specific replacement. In addition, the
City reserves the right to request reassignment of any Assigned Individuals if the City, in good faith, believes
such individual does not meet performance/qualification standards established by the City. Consultant
guarantees the City's satisfaction with the services provided by the Assigned Individual by extending a one-
day (8 hour) guarantee period. If, for any reason, the City is dissatisfied with the services provided by the
Assigned Individual, Consultant will not charge for the first 8-hours worked, provided (1) the City contacts
Consultant within those first 8 hours to report its dissatisfaction, and (2) the City consents to Consultant
replacing the Assigned Individual.
B. Right of City to Reject Assigned Individual. City shall have the right to reject any
Assigned Individual whose qualifications or performance in the City's good faith and reasonable judgment
does not meet the standards established by City as necessary for the performance of the services or does
not meet prescribed IT department policy, standards, procedures and guidelines, attached and incorporated
as Exhibit A. Such notice shall be provided in writing to the designated location for receipt of notices. Upon
receipt of notice, Consultant shall verify receipt of notice and shall meet with City to discuss the problem;
and is then responsible for replacing rejected Assigned Individuals and should do so within ten (10) business
days from the date of the meeting unless otherwise agreed upon in writing.
VIII. 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. After termination, the City may take possession of all records and data within the
Consultant's possession pertaining to this project, which may be used by the City without restriction.
IX. DISCRIMINATION. In the hiring of employees for the performance of work under this
Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the
Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national
origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who
is qualified and available to perform the work to which the employment relates. Consultant 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.
CONSULTANT SERVICES AGREEMENT - 3
(Over$20,000)
X. INDEMNIFICATION. Consultant 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 Consultant's
negligent performance of the Services under this Agreement, except for that portion of the injuries and
damages caused by the City's negligence, gross negligence, or willful misconduct.
The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4,24.115,
then, in the event of liability for damages arising out of bodily injury to persons or damages to property
caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials,
employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless,
and Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's
negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION
PROVIDED HEREIN CONSTITUTES THE CONSULTANT'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 Consultant 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 Consultant's part, then
Consultant 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 Consultant's part.
Other than when necessary for Consultant to fulfill its indemnification responsibilities with respect to
third parties, under no circumstances shall either party be directly liable to the other for indirect,
consequential, or punitive damages whether arising in contract, tort or otherwise.
The provisions of this section shall survive the expiration or termination of this Agreement.
XI. INSURANCE. The Consultant 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.
XII. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable
accuracy of any information supplied by it to Consultant for the purpose of completion of the work under
this Agreement.
XIII. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings,
designs, reports, or any other records developed or created by the Assigned Individual under this Agreement
shall belong to and become the property of the City. The Consultant 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. As
such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations
under the Public Records Act.
XIV. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with
the authority to control and direct the performance and details of Consultant's work as a recruiting firm
authorized under this Agreement, the Assigned Individual's work must meet the approval of the City and
shall be subject to the City's general right of inspection to secure satisfactory completion. City shall provide
the Assigned Individual providing services to City with day-to-day oversight and direction.
XV. WORK PERFORMED AT CONSULTANT'S RISK AND JOB LIMITATIONS. The City agrees
that it will provide safe on-site working conditions. Consultant shall take all necessary precautions and shall
be responsible for the safety of its employees, agents, and subcontractors in the performance of any contract
work off-site and shall utilize all protection necessary for that purpose. All off-site work shall be done at
CONSULTANT SERVICES AGREEMENT - 4
(Over$20,000)
Consultant's own risk, and Consultant 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. The City agrees that it will not permit or
require Consultant's Assigned Individual: (i) to perform services outside of the scope of his or her
assignment; (ii) to sign contracts or statements; (iii) to make any final decisions regarding system design,
software development or the acquisition of hardware or software; (iv) to make any management decisions;
(v) to sign, endorse, wire, transport or otherwise convey cash, securities, checks or any negotiable
instruments or valuables; (vi) to use computers, or other electronic devices, software or network equipment
owned or licensed by the Assigned Individual; or (vii) to operate machinery (other than office machines) or
automotive equipment.
XVI. 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
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 X 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 Consultant.
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 Consultant agrees to comply with all applicable federal, state, and
municipal laws, rules, and regulations that are now effective or in the future become applicable to
Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or
accruing out of the performance of those operations.
CONSULTANT SERVICES AGREEMENT - 5
(Over$20,000)
the I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to
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 Consultant 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.
L. Background Checks. If City requires Consultant to perform background checks or other
placement screenings of Consultant's Assigned Individuals, City agrees to notify Consultant prior to the start
of services under this Agreement. Consultant will conduct such checks or screenings only if they are
described in a signed, written amendment to this Agreement. If City requests a summary copy of the results
of any checks conducted on Consultant's Assigned Individuals, City agrees to keep such summary results
strictly confidential and to use such results in accordance with applicable laws and solely for employment
purposes.
M. Confidentiality to the Extent Allowed by Law. City agrees to hold in confidence the identity of
any Assigned Individual and the Assigned Individual's resume, social security number, and other legally
protected personal information, and the City agrees to implement and maintain reasonable security
procedures and practices to protect such information from unauthorized access, use, modification or
disclosure, unless disclosure is required by law.
N. Conversion of Assigned Individual to City Employee City may not directly or indirectly, for
itself, or on behalf of any other person, firm, corporation or other entity, whether as principal, agent,
employee, stockholder, partner, member, officer, director, sole proprietor, or otherwise, solicit, participate
in or promote the solicitation of any Assigned Individual to leave the employ of Consultant, or hire or engage
any Assigned Individual who has not completed a minimum of six (6) months of continuous assignment to
the City under this Agreement. However, if any Assigned Individual has been assigned to the City for at
least six (6) months, then City may employ or otherwise professionally engage that Assigned Individual
without any financial compensation or liquidated damages owed to Consultant.
CONSULTANT SERVICES AGREEMENT - 6
(Over$20,000)
O. Remote Work. The City may authorize an Assigned Individual to work remotely off-site, away
from a City location. City is aware that the remote work location is not a Consultant location and is not a
site managed by Consultant. In such event, City shall provide the Assigned Individual with hardware (if
applicable), software, and network connectivity (such as a secure Virtual Private Network) to perform the
Services remotely and shall be responsible for ensuring any City-provided hardware, software, and network
meet City security obligations and measures. At no time will Consultant or its Assigned Individual be storing
City's data on Consultant's equipment.
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.
CONSULTANT: CITY:
Prot gent, Inc.,, City of Kent
y: By:_ _
rnatur (signature)
Print Name Tam-Bruce Print Name: Dana Ralph
Its CEO (title) Its Mayor
DATE; 12/14/2022 DATE: 12/22/2022
ATTEST:
k�� A�14
Kent City Clerk
APPROVED AS TO FORM:
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Kent Law Department
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
Protlongent Inc. CITY OF KENT:
Address ITA@kentwa.gov
11235 SE 6th Street City of Kent
Suite 220 220 Fourth Avenue South
Bellevue, WA. 98004 Kent, WA 98032
(425) 284-7777 (telephone), (253) 856-4600 (telephone)
(425) 642-8001 (facsimile): (253) 856-4700 (facsimile)
CONSULTANT SERVICES AGREEMENT - 7
(Over$20,000)
DECLARATION
CITY OF KENT NON-DISCRIMINATION POLICY
The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As
such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to
this Agreement shall comply with the regulations of the City's equal employment opportunity policies.
The City of Kent and its contractors are subject to and will comply with the following:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252),
(prohibits discrimination on the basis of race, color, national origin);
• 49 C.F.R. Part 21 (entitled Non-discrimination in Federally Assisted Programs Of The
Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964);
• 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title
VI of the Civil Rights Act of 1964).
• Ch. 49.60 RCW (Washington Law Against Discrimination)
The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations".
The following statements specifically identify the requirements the City deems necessary for any contractor,
subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is
required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully
misrepresents themselves with regard to the directives outlined below, it will be considered a breach of
contract and it will be at the City's sole determination regarding suspension or termination for all or part of
the Agreement.
The statements are as follows:
1. I have read the attached City of Kent administrative policy number 1.2.
2. During the time of this Agreement, I will not discriminate in employment on the basis of sex, race,
color, national origin, age, or the presence of all sensory, mental or physical disability.
3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new
employees and subcontractors indicating commitment as an equal opportunity employer.
4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion
of women and minorities.
5. During the performance of this contract, the contractor, for itself, its assignees, and successors in
interest (hereinafter referred to as the "contractor") agrees as follows:
A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and
supplier (hereinafter"Contractor") will comply with all Acts and the Regulations relative to
non-discrimination, including those applicable to Federally-assisted programs of the U.S.
Department of Transportation, State-assisted programs through the Washington State
Department of Transportation, and generally under Washington's Law Against
Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are
herein incorporated by reference and made a part of this contract.
B. Non-discrimination: The contractor, with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, or national origin in the
EEO COMPLIANCE DOCUMENTS - 1
selection and retention of subcontractors, including procurements of materials and leases of
equipment. The contractor will not participate directly or indirectly in the discrimination
prohibited by the Acts and the Regulations, including employment practices when the
contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and
Equipment: In all solicitations, either by competitive bidding, or negotiation made by the
contractor for work to be performed under a subcontract, including procurements of
materials, or leases of equipment, each potential subcontractor or supplier will be notified
by the contractor of the contractor's obligations under this contract and the Acts and the
Regulations relative to non-discrimination on the grounds of race, color, or national origin.
D. Information and Reports: The contractor will provide all information and reports required
by the Acts and Regulations and directives issued pursuant thereto and will permit access to
its books, records, accounts, other sources of information, and its facilities as may be
determined applicable to contractor's contract by the City or the Washington State
Department of Transportation to be pertinent to ascertain compliance with such Acts and
Regulations and instructions. Where any information required of a contractor is in the
exclusive possession of another who fails or refuses to furnish the information, the
contractor will so certify to the City or the Washington State Department of Transportation,
as appropriate, and will set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the
non-discrimination provisions of this contract, the City will impose such contract sanctions
as it or the Washington State Department of Transportation may determine to be
appropriate, including, but not limited to:
a. withholding payments to the contractor under the contract until the contractor
complies; and/or
b. cancelling, terminating, or suspending a contract, in whole or in part.
F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A)
through (F) above in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Acts and Regulations and directives issued pursuant
thereto. The contractor will take action with respect to any subcontract or procurement as
the City or the Washington State Department of Transportation may direct as a means of
enforcing such provisions including sanctions for noncompliance. Provided, that if the
contractor becomes involved in, or is threatened with litigation by a subcontractor, or
supplier because of such direction, the contractor may request the City to enter into any
litigation to protect the interests of the City. In addition, the contractor may request the
United States to enter into the litigation to protect the interests of the United States.
6. During the performance of this contract, the contractor, for itself, its assignees, and successors in
interest agrees to comply with the following non-discrimination statutes and authorities; including
but not limited to:
Pertinent Non-Discrimination Authorities:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects);
iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the
basis of sex);
EEO COMPLIANCE DOCUMENTS - 2
(Over$20,000)
iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR Part 27;
V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal-aid
recipients, sub-recipients and contractors, whether such programs or activities are Federally
funded or not);
viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures Non-discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high
and adverse human health or environmental effects on minority and low-income populations;
xi. Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of Limited English proficiency (LEP). To ensure compliance with Title
VI, you must take reasonable steps to ensure that LEP persons have meaningful access to
your programs (70 Fed. Reg. at 74087 to 74100);
xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
xiii. Washington Law Against Discrimination (Ch. 49.60 RCW)
8. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding
statements were complied with during the course of the contract's performance.
By signing below, I agree to fulfill the five requirements referenced above.
By:
For: /'V
Title:_ ( '(
Date: � /�2,.
EEO COMPLIANCE DOCUMENTS - 3
(Over$20,000)
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022
SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998
APPROVED BY Dana Ralph, Mayor
POLICY:
Equal employment opportunity and non-discrimination in contracting 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.
Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City,
regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy
Declaration, prior to commencing performance.
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 coordinate with the City's Title VI coordinator and perform 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 - 4
(Over$20,000)
Exhibit A
Number: �lF�» �-���
. Effective Date'
Subject: Information Technology Supersedes: ' Previous ITPersonnel
Personnel Policy Policies
Approved:
1, Purpose
This document describes personnel policies that are specific to IT staff members. City of Kent HR
personnel policies are predominant on details that are not addressed on this policy.
2. Scope
This policy applies to all IT staff members for whom there are specific department rules not specified in
the City of Kent HR Personnel Policy manual.
2.1. Collective Bargaining Agreements
Employees covered by collective bargaining agreements or Civil Son/ice Rules will be subject to the
specific terms of those agreements and rules. In the event a collective bargaining agreement or the
Civil Service Rules do not contain language regarding personnel policies asspecified in this document
then those employees will be governed by this policy.
'
2.2.Authority
This policy is written by the Information Technology Department,Dapar� ent, under the authority of the IT
Director and /n compliance with the {�ity's employment 'o|ides, and it supersedes all previous versions
of the IT Personnel Policy. The City of Kent Employee policies shall govern all questions concerning the
construction, validity and interpretation of this policy. Any exceptions to this Policy must be approved
in advance by the City ITDirector.
2.3. References
City ofKent Personnel Policies
New IT Employee Cheat Sheet
3. Policy
3.1. Daily Operations
3.1.1. Cone Hours
Unless covered by collective bargaining agreements, vendor contracts, or otherwise authorized by
the IT Director, manager and/or supervisor and documented within o personnel file, all IT
department personnel rnuatadhere to core vvorking hours, which are 8:0OAM to 5'~0 PM Monday
through Friday.
'
If an employee anticipates being more than 15 minutes late for work or absent due to sickness
they must notify their manager orsupervisor using a previously agreed upon method (text
rnessage, call, ernai/). `
3.1.2. Flexible Working Hours
IT Department employees may request alternative work schedules pursuant to the City's Personnel
Po/icy 2.16, Alternative Work Schedule. Eligibility is determined by the employee's direct
supervisor, IT management, or Human Resources Director based on the department's needs and
its ability to accommodate the alternative schedule.
INFORMATION TECHNOLOGY PERSONNEL POLICY- 1
Exhibit
3.1.3. Telecommuting
A temporary telecommuting schedule accommodation can be put into place with the approval of
the IT Director, manager and/or supervisor. Additional time reporting requirements may be
instituted to ensure proper accountability.
3.1.4. Overtime
Any request for overtime hours/work needs to first be approved by an employee's manager or
supervisor. Approval must be sought by the employee and provided by the supervisor or manager
in writing (email, captured text message, etc.) prior to the overtime work being performed.
Managers, supervisors and employees are expected to keep copies of the "in-writing" approvals of
overtime for audit, timekeeping, time-entry, and historical purposes.
3.1.5. Vacation Requests
Requests for vacation time need to be approved in advance by an employee's manager or
supervisor. Approval must be sought by the employee and provided by the supervisor or manager
in the JDE system prior to the vacation being taken.
Managers and supervisors are responsible for maintaining adequate levels of service and therefore
reserve the right to decline vacation requests if needed.
3.1.6. Holiday Observance
Unless otherwise authorized by the IT Manager and/or Director, in the event of an emergency, all
departmental staff and contractors are required to observe all City established holidays and closed
office notices.
3.2. Supplies and Assets
Employees shall be provided with the tools required to perform their job duties as specified on their
job description, as well as additional tools at the discretion of the IT Director, manager, or supervisor.
4. Standards
4.1. Performance
The IT Department focuses on delivering services to the City. To provide a reliable, high-quality level
of service, IT employees may occasionally be assigned with activities beyond those explicitly stated in
job descriptions, contracts, or statements of work. Such activities are defined and delegated at the
discretion and interpretation of the IT Director, manager, or supervisor.
4.2. Calendar Usage
All IT employees must grant read-only access to their Outlook calendars to all IT divisions. This allows
other users to optimally plan out their meetings, improves communication and efficiency, and saves
time by eliminating the time spent going back-and-forth with them trying to pick the perfect date and
time.
Any appointments that contain sensitive or personal information can be marked as "private" by the
user.
5. Revision History
te
* upersedes Summary of Changes
11729/2018 1.0
T Initial creation
1/28/2019 1.1 1.0 Added Collective Bargainin
5/16/2019 1.2 g Agreements paragraph
i.1
Approved by IT Management Team
INFORMATION TECHNOLOGY PERSONNEL POLICY- 2
Exhibit A
5. Inquiries
Direct inquiries about this policy in:
Information Technology Department
City ofKent
230 Fourth Ave S
Kent, VVA98U32
Voice: 253-856-4601
E-mail: Servi
INFORMATION TECHNOLOGY PERSONNEL POLICY- 3
Exhibit
��
EXHIBIT B
INSURANCE REQUIREMENTS FOR
CONSULTANT SERVICES AGREEMENTS
Insurance
The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for
injuries to persons or damage to property which may arise from or in connection with the performance of
the work hereunder by the Consultant, their agents, representatives, employees or subcontractors.
A. Minimum Scope of Insurance
Consultant shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall
be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent
liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage.
Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall
be included 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. Automobile Liability insurance with a minimum combined single limit for bodily injury and property
damage of $1,000,000 per occurrence.
2. 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 Automobile
Liability and Commercial General Liability insurance:
1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-
insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's
insurance and shall not contribute with it.
2. The Consultant agrees to provide at least 30 days' notice to the City in the event Consultant's insurance
coverage is being cancelled or substantially modified (e.g., a new carrier).
3. The City of Kent shall be included as an additional insured on all policies (except Professional Liability)
as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming
the City as additional insured shall be attached to the Certificate of Insurance The City reserves the
right to receive a certified copy of all required insurance policies. The Consultant's Commercial General
Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured
against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements,
including but not necessarily limited to the additional insured endorsement, evidencing the insurance
requirements of the Consultant before commencement of the work.
F. Subcontractors
Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates
and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the
same insurance requirements as stated herein for the Consultant.
CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
10/05/2022
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).
PRODUCER CONTACT Marci Bitner
NAME:
The Partners Group Ltd PHONE (g77)455-5640 F 425 455-6727
1111 Lake Washington Blvd N. E-MAIL mbitner@tpgrp.com
ADDRESS:
Suite 400 INSURER(S)AFFORDING COVERAGE NAIC#
Renton WA 98056 INSURERA: Philadelphia Indemnity Ins Cc 18058
INSURED INSURER B:
Protingent,Inc INSURER C:
11235 SE 6th St.Ste.220 INSURER D:
INSURER E:
Bellevue WA 98004 INSURER F:
COVERAGES CERTIFICATE NUMBER: 22/23 GLAU SG PROF REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. 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.
INSR ADDLSUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000
CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oecE ante $ 100,000
MED EXP(Any one person) $ 10,000
A Y PHPK2473277 10/01/2022 10/01/2023 PERSONAL&ADV INJURY $ 2,000,000
MOTHER
LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000
POLICY ❑JECT PRO � LOC PRODUCTS-COMP/OP AGG $ 2,000,000
PRO-
: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000
Ea accident
ANYAUTO BODILY INJURY(Per person) $
A OWNED SCHEDULED PHPK2473277 10/01/2022 10/01/2023 BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
X HIRED �/ NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY /� AUTOS ONLY Per accident
X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 7,000,000
A EXCESS LIAB CLAIMS-MADE PHUB835510 10/01/2022 10/01/2023 AGGREGATE $ 7,000,000
DED I X1 RETENTION $ 0 $
WORKERS COMPENSATION PER OTH- EL WA STOP GAP
AND EMPLOYERS'LIABILITY Y/N STATUTE --,I ER
ANY PROPRIETOR/PARTNER/EXECUTIVE
'c` OFFICER/MEMBER EXCLUDED? ❑ N/A PHPK2473277(Washington) 10/01/2022 10/01/2023 E.L.EACH ACCIDENT $
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
Professional Liability/Crime PL Each Claim $2,000,000
• (Intl 3rd Party/Client Coverage-$1M) PHPK2473277 10/01/2022 10/01/2023 PLAggregate $2,000,000
Employee Dishonesty $1,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Certificate holder is included as Additional Insured on General Liability as their interest may appear as respects operations performed by or on behalf of the
Named Insured,as required by written contract.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
City of Kent ACCORDANCE WITH THE POLICY PROVISIONS.
220 Fourth Avenue South
AUTHORIZED REPRESENTATIVE
Kent WA 98032 �Y
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
PI-GLD-TS (11/15)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
GENERAL LIABILITY DELUXE ENDORSEMENT:
TEMPORARY STAFFING
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
It is understood and agreed that the following extensions only apply in the event that no other specific
coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,
the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under
this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of
Insurance and additional coverage provided by this endorsement. For complete details on specific
coverages, consult the policy contract wording.
Coverage Applicable Limit of Insurance Page
Damage to Premises Rented to You $1,000,000 2
Expected or Intended Injury—Property Damage Included 2
Limited Rental Lease Agreement Contractual Liability $50,000 2
Non-Owned Watercraft Less than 58 feet 3
Damage to Property You Own, Rent or Occupy $30,000 3
Medical Payments $20,000 3
Medical Payments Reporting Period 3 Years 3
Athletic Activities Amended 3
Supplementary Payments— Bail Bonds $2,500 4
Supplementary Payments— Loss of Earnings $500 per day 4
Employee Indemnification Defense Coverage $25,000 4
Who Is An Insured Included 4
Additional Insured—Newly Acquired or Formed Organization
Additional Insured— Broadened Named Insured
Additional Insured— Blanket Additional Insureds When Required by
Contract
Duties in the Event of Occurrence, Offense, Claim or Suit Included 4
Transfer of Rights of Recovery Against Others To Us Clarification 5
Liberalization Included 5
Unintentional Failure to Disclose Hazards Included 5
Bodily Injury— Includes Mental Anguish Included 5
Personal and Advertising Injury— Includes Abuse of Process, Included 6
Discrimination
Other Insurance— Primary Clarification Clarification 6
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Staffing Services Exclusions Clarification 7
Staffing Services Definitions Clarification 8
A. Damage to Premises Rented to You
If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part:
1. The Damage To Premises Rented To You Limit section of the Declarations is amended to the
greater of:
a. $1,000,000; or
b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit.
This is the most we will pay for all damage proximately caused by the same event, whether such
damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective
systems or any combination thereof;
2. The word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire
protective systems where it appears in:
a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND
PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions;
b. SECTION III— LIMITS OF INSURANCE, Paragraph 6.; and
c. SECTION V— DEFINITIONS, Paragraph 9.a.; and
3. The words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or
leakage from automatic fire protective systems where it appears in SECTION IV—
COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance,
Paragraph b. Excess Insurance.
B. Expected or Intended Injury— Property Damage
SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
LIABILITY, 2. Exclusions, Paragraph a. Expected Or Intended Injury is deleted in its entirety and
replaced by the following:
a. Expected Or Intended Injury
"Bodily injury" or"property damage" expected or intended from the standpoint of the insured.
This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of
reasonable force to protect persons or property.
C. Limited Rental Lease Agreement Contractual Liability
SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
LIABILITY, 2. Exclusions, Paragraph b. Contractual Liability is amended by adding the following:
Based on the named insured's request at the time of claim, we agree to indemnify the named insured
for their liability assumed in a contract or agreement regarding the rental or lease of a premises on
behalf of their client, up to $50,000.
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PI-GLD-TS (11/15)
This coverage extension only applies to rental lease agreements and is excess over any renter's
liability insurance of the client.
D. Non-Owned Watercraft
SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
LIABILITY, 2. Exclusions, g. Aircraft, Auto Or Watercraft, Paragraph (2) is amended to read as
follows:
(2) A watercraft you do not own that is:
(a) Less than 58 feet long; and
(b) Not being used to carry persons or property for a charge;
This provision applies to any person, who with your consent, either uses or is responsible for
the use of a watercraft. This insurance is excess over any other valid and collectible
insurance available to the insured whether primary, excess or contingent.
E. Damage to Property You Own, Rent or Occupy
SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
LIABILITY, 2. Exclusions,j. Damage To Property, Paragraph (1) is deleted in its entirety and
replaced with the following:
(1) Property you own, rent or occupy, including any costs or expenses incurred by you, or
any other person, organization or entity, for repair, replacement, enhancement,
restoration or maintenance of such property for any reason, including prevention of injury
to a person or damage to another's property, unless the damage to property is caused by
your client, up to a $30,000 limit. A client is defined as a person under your direct care
and supervision.
F. Medical Payments
1. If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part the
Medical Expense Limit is changed subject to all of the terms of SECTION III— LIMITS OF
INSURANCE to the greater of:
a. $20,000; or
b. The Medical Expense Limit shown in the Declarations of this Coverage Part.
2. Under SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1.
Insuring Agreement, Paragraph a., Item (b) is amended to read:
(b) The expenses are incurred and reported to us within three years of the date of the
accident; and
G. Athletic Activities
SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, 2. Exclusions, Paragraph e.
Athletics Activities is deleted in its entirety and replaced with the following:
PI-GLD-TS (11/15)
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PI-GLD-TS (11/15)
e. Athletics Activities
To a person injured while taking part in athletics.
H. Supplementary Payments
SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND B, Items 1.b.
and 1.d. are amended as follows:
b. The limit for the cost of bail bonds is changed from $250 to$2,500; and
d. The limit for loss of earnings is changed from $250 a day to$500 a day.
I. Employee Indemnification Defense Coverage
SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is
amended to include the following:
We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding.
The most we will pay for any"employee"who is directly involved in a criminal proceeding is $25,000
regardless of the numbers of"employees," claims or"suits" brought or persons or organizations
making claims or bringing "suits."
J. Who is An Insured
SECTION II—WHO IS AN INSURED is amended as follows:
1. Newly Acquired or Formed Organization
If coverage for newly acquired or formed organizations is not otherwise excluded from this
Coverage Part, Paragraph 3.a. is amended to read:
a. Coverage under this provision is afforded until the end of the policy period;
2. Each of the following is also an insured:
a. 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.
b. Blanket Additional Insureds When 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.
The Additional Insured's limits of insurance do not increase our limits of insurance, as
described in SECTION III— LIMITS OF INSURANCE.
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c. Interns—Your interns only while performing duties related to the conduct of your business.
d. Contractors—Any individual or organization under written contract or written agreement with
you who provides "staffing services" on your behalf and at your direction for your clients.
K. Duties in the Event of Occurrence, Offense, Claim or Suit
1. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, 2.a. the requirement that
you must see to it that we are notified as soon as practicable of an "occurrence" or an offense,
applies only when the "occurrence" or offense is known to:
a. You, if you are an individual;
b. A partner, if you are a partnership; or
c. An "executive officer"or insurance manager, if you are a corporation.
2. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, 2. b. the requirement
that you must see to it that we receive notice of a claim or"suit" as soon as practicable will not be
considered breached unless the breach occurs after such claim or"suit" is known to:
a. You, if you are an individual;
b. A partner, if you are a partnership; or
c. An "executive officer" or insurance manager, if you are a corporation.
L. Transfer of Rights of Recovery Against Others To Us
SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us includes the following clarification:
Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss,
provided the waiver is made in a written contract.
M. Liberalization
SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to include the
following additional condition:
Liberalization
If we revise this endorsement to provide more coverage without additional premium charge, we
will automatically provide the additional coverage to all endorsement holders as of the day the
revision is effective in your state.
N. Unintentional Failure To Disclose Hazards
SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to include the
following additional condition:
Unintentional Failure To Disclose Hazards
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
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of this Coverage Part, we shall not deny coverage under this Coverage Part because of such
failure.
O. Bodily Injury—Mental Anguish
SECTION V— DEFINITIONS, Paragraph 3. is amended to read:
"Bodily injury":
a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish
resulting from any of these; and
b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any
time.
P. Personal and Advertising Injury—Abuse of Process, Discrimination
If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not
otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is
amended as follows:
1. SECTION V—DEFINITIONS, Paragraph 14., Item b. is revised to read:
b. Malicious prosecution or abuse of process;
2. SECTION V—DEFINITIONS, Paragraph 14. is amended to include the following:
"Personal and advertising injury" also means discrimination based on race, color, religion, sex,
age or national origin, except when:
a. Done intentionally by or at the direction of, or with the knowledge or consent of:
(1) Any insured; or
(2) Any executive officer, director, stockholder, partner or member of the insured; or
b. Directly or indirectly related to the employment, former or prospective employment,
termination of employment, or application for employment of any person or persons by an
insured; or
c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sale, rental,
lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or
d. Insurance for such discrimination is prohibited by or held in violation of law, public policy,
legislation, court decision or administrative ruling.
The above does not apply to fines or penalties imposed because of discrimination.
Q. Section IV—Commercial General Liability Conditions is amended by the addition of the following:
The following language is added to Item 4. Other Insurance:
Insurance under this endorsement is primary to and non-contributory with any other insurance
maintained by the person or organization (Additional Insured), except for loss resulting from the sole
negligence of that person or organization.
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This condition applies even if other valid and collectible insurance is available to the Additional Insured
for a loss or"occurrence" we cover for this Additional Insured.
R. Staffing Services Exclusions
The following exclusions are added to SECTION I—COVERAGES, COVERAGE A BODILY INJURY
AND PROPERTY DAMAGE:
Actions Or Activities Of PEO Worker
"Bodily injury" or"property damage" arising from the actions or activities of any"PEO worker".
Professional Services Exclusion
"Bodily injury" or"property damage"due to the rendering of or failure to render any professional
service. This exclusion does not apply to your liability for"bodily injury" or"property damage"arising
out of your"employee's" providing or failing to provide professional health care services to another of
your"employees", but no "employee" is an insured for his or her providing or failure to provide such
professional health care services.
Wrongful Acts
"Bodily injury" or"property damage" arising from a wrongful act in the rendering or failure to render
services to or for your client.
For the purposes of this exclusion, wrongful act shall mean any actual or alleged act, error, or
omission, misstatement, or misleading statement in the course of providing "staffing services"to your
clients by you or by any person for whose acts you are legally responsible.
SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY
COVERAGE is amended as follows:
1. Exclusion k. does not apply.
2. Exclusions a., b., e., f., g., h., L, I., and p. do not apply to any insured who did not personally
acquiesce in or remain passive after having personal knowledge of such conduct. Our obligation
to pay shall begin once the full extent of the assets of the responsible insured has been
exhausted and once the Deductible as shown in the Declarations of the policy has been satisfied.
3. The following exclusions are added to Paragraph 2. Exclusions:
Actions Or Activities Of PEO Worker
"Personal and advertising injury" arising from the actions or activities of any"PEO worker".
Professional Services Exclusion
"Personal and advertising injury" due to the rendering of or failure to render any professional
service.
Wrongful Acts
"Personal and advertising injury" arising from a wrongful act in the rendering or failure to render
services to or for your client.
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For the purposes of this exclusion, wrongful act shall mean any actual or alleged act, error, or
omission, misstatement, or misleading statement in the course of providing "staffing services"to
your clients by you or by any person for whose acts you are legally responsible.
S. Staffing Services Definitions
1. SECTION V— DEFINITIONS, Paragraph 5. is revised to read:
"Employee" includes but is not limited to a "leased worker" and a "staffing service employee".
"Employee" does not include a "temporary worker" or a "PEO worker".
2. The following definitions are added to SECTION V— DEFINITIONS:
a. "PEO service" means staffing related services as a Professional Employer Organization
(PEO) you provide to your clients and to "PEO workers" in connection with employment of
such workers.
b. "PEO worker" means a person you lease to your client under a written "PEO service"
agreement or contract.
c. "Staffing Services" means services provided by a staffing company to their clients including
but not limited to:
(1) Fulfillment of any of the administrative functions which would otherwise be normally
fulfilled by an employer's human resource function;
(2) Staffing related administrative services provided by an Administrative Services
Organization (ASO);
(3) "PEO service";
(4) Staffing related services provided to your clients for the recruitment, selection and
placement of a person for employment with a client.
(5) Temporary, contingent or contract placement services;
(6) Vendor Management Service (VMS), means the facilitation, purchase and management
of"staffing services"for clients including the placement and fulfillment of orders for
"staffing service employees";
(7) Services performed on behalf of your client by a "staffing service employee"who is not a
direct hire or permanent placement;
(8) Services performed for a client company to supply that client company with a "staffing
service employee".
d. "Staffing service employee" means a person who is furnished by you to your client to perform
the duties to which you have agreed.
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EXHIBIT C
Job Arrangement Letter
Date
CONTACT NAME Job Order Number: Job Order #
COMPANY NAME
STREET ADDRESS 1
STREET ADDRESS 2 OR CITY, ST ZIP
CITY, ST ZIP OR SPACE IF NOT REQUIRED
Dear Contact First Name,
Thank you for selecting xxx [OR OTHER APPLICABLE DIVISION] to meet your staffing needs.
Candidate Name is scheduled to start with Company Name as a Functional Role on
As agreed, we will invoice your firm at the rate of $ per hour. If applicable, overtime will be
billed at 1.50 times such rate. Federal law defines overtime as hours in excess of 40 hours per week,
state laws may vary. Applicable sales and service taxes shall be added to all invoices. Our
professional will submit either a time sheet or an electronic time record for verification and approval
at the end of each week. Your approval thereby will indicate your acceptance of the terms herein.
Our accounting and operational procedures require you receive this document. This standard
document will be sent with each Job Order you place with xxx. We acknowledge that xxx and
Company Name have a signed agreement. The terms of the signed agreement, along with the terms
of this letter, shall govern the services provided by such employee or consultant at Company Name.
Please do not hesitate to contact us if you have any questions or we can be of additional service.
We look forward to working with you.
Sincerely,
xxx
Street Address 1
Street Address 2 or City, St Zip
City, ST Zip or Space if not Required
(800) 111-2222