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HomeMy WebLinkAboutCAG2023-147 - Original - Modus Technology, Inc. - Digitization of Permit Records - 01/01/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: 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: Rhonda Bylin ECD Date Sent: Date Required: c 03/02/2023 03/07/2023 Q Authorized to Sign: Date of Council Approval: Q Q Mayor or Desig— 16 nee n/a Budget Account Numbe Grant? Yes NOW] 10004100.61490.6100 Budget? Yes[Z]No Type: N/A Vendor Name: Category Modus Technology Inc Contract Vendor Number: Sub-Category: = 742969 Original O Project Name: Digitization of Permit Records cProject Details: Funds are not in budget but will be reimbursed through a grant C from the Washington State Archives. c a, Agreement AmountP111'12023 00 Basis for Selection of Contractor: E d*Memo to Mayor must be attache i Start Date: Termination Date: 12/31/2023 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) ❑Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesF,—/]No CAG2023-147 Comments: H i 3 f0 IM C C Vf 3 O GJ Date Received:City Attorney: 3/6/23 Date Routed:Mayor's Office 3/6/23 City Clerk's Off!3/9/23 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 KENT W,P, .�. GOODS & SERVICES AGREEMENT between the City of Kent and Modus Technology, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Modus Technology, Inc. organized under the laws of the State of Washington, located and doing business at 200 W. Sunset Way, Issaquah, WA 98027 Contact Person Alex Coffey, (425) 313-5121 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Archival quality digital imaging of Building Construction and Modification Permit Files (VALID) (LU50-11-05) Project #1 & Project #2, as detailed in the attached scope of work, incorporated into this agreement as Exhibit A. The Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall complete the work and provide all goods, materials, and services as detailed in Exhibit A by April 30, 2023. In anticipation of the parties contracting for additional services agreed to by future amendment to this Agreement, the terms of this Agreement shall be effective from January 1, 2023, to December 31, 2023. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $35,000, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: The Vendor shall invoice the City monthly for work performed up to that time determined by records scanned and returned to the city. Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. GOODS & SERVICES AGREEMENT - 1 (Over$20,000, including WSST) If the City objects to all or any portion of an invoice, it shall notify the Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and the Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which the Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, the Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VIII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. GOODS & SERVICES AGREEMENT - 3 (Over$20,000, including WSST) At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a GOODS & SERVICES AGREEMENT - 4 (Over$20,000, including WSST) reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. XI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then the Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIV. WORK PERFORMED AT VENDOR'S RISK. The Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this 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 GOODS & SERVICES AGREEMENT - 5 (Over$20,000, including WSST) and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have a ied. VEND R: CITY OF KENT: By: By:�✓ —_— -- Print Name: Print Name: Dana Ralph Its �: ' "� t Its Mayor DATE: u �� DATE: 2 2 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Alex W. Coffey Rhonda Bylin Modus Technology, Inc. City of Kent 200 West Sunset Way 220 Fourth Avenue South Issaquah, WA 98027 Kent, WA 98032 (425) 313-5121 (telephone) (253) 856-5457 (telephone) ACoffey@modustechnology.com (email) Rbylin@Kentwa.gov (email) APPRON-F-D AS TO FORM: KI&rit Law Depart Snt ATTEST: e4;t 6W6 Kent City Clerk [in this field,you may enter the electronic File Path where the Contract has been saved] GOODS & SERVICES AGREEMENT - 7 (Over$20,000, including WSST) 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: EEO COMPLIANCE DOCUMENTS - 1 of 5 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 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, EEO COMPLIANCE DOCUMENTS - 2 of 5 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); 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 AddresF. 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; EEO COMPLIANCE DOCUMENTS - 3 of 5 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) 7. 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. For; 1 �✓� \\��+r�� ��,��5�-� S� Title: Date: EEO COMPLIANCE DOCUMENTS - 4 of 5 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 - 5 of 5 Project#1 Quote EXHIBIT A NEW- As one of the oldest and most trusted document imaging firms in the Pacific Northwest, Modus Technology, Inc. is uniquely qualified to offer the most cost effective solutions for your document management needs. We thank you for the opportunity to give you pricing on your project. Citv Of Kent — Office of the City Clerk PROJECT ASSUMPTIONS: *Estimated Number of Files— 1,295 files (Large Format Plans) *Estimated Number of Large Format Pages Total— 13,000 *Estimated Average Pages Per File - 10 *Files To Be Indexed By—Permit Number *Delivered File Type—Searchable PDF *Boxes and Files Will Be Confidentially Destroyed After Customer Validation of Scanned Data or Returned to Client SCANNING PRICING: -Scanning Up To 8.5 by 14 $ .035/image -Large Format(color) $ .97/image -OCR Processing of Images Enabling Keyword Search Capability $ .05/image -Preparation of Records $ 21.95/hour -Indexing of Records $ 21.95/hour -Flash Drive (optional) $ 24.95/ea. -External Hard Drive (optional) $ 75.00 -NAID Certified Destruction of Records (if needed) $ 8.50/box -Pick-Up From Location(Kent, WA) $ 49.95/stop Project#1 Quote EXHIBIT A ESTIMATED COSTS: -Scanning of Images 13,000 x $ .97/image $ 12,610.00 -Preparation of Records 227 hrs. x $21.95/hour $ 4,982.65 -Indexing of Records 9 hrs. x $21.95/hour $ 197.55 ESTIMATED TOTAL $ 17,790.20 Estimated Completion Time To Be Determined *tax will be added where applicable *only actual image counts and hours worked are billed *boxes that remain at Modus more than 30 days after delivery of data will be billed at a rate of$2.50/box/mo. for storage Included With Our Professional Services: • 24/7 On Premise Monitoring of Your Records • File Requests Are Performed At NO CHARGE • Secure NO CHARGE Storage Of Boxes For 30 Days After Delivery of Data • Complimentary"As We Scan"Access To Scanned Files (if needed) • HIPAA Document Security Processes &Procedures Are Followed At All Times If you need a method of storing your scanned digital records so that they can be easily accessed by your organization, we have two options that would facilitate quick, easy file access and retrieval. First, we have a cloud based document repository for maintaining your documents and for instant 24/7 searching and retrieval of your files by any authorized user from anywhere they have internet access. Please note the following pricing: CLOUD DOCUMENT MANAGEMENT: MODUS VA ULT -Monthly Hosting Fee $ 79.95/mo. -Additional Gigabytes(1-50) $ 4.50/mo./gig (51-200) $ 3.00/mo./gig (201-500) $ 2.50/mo./gig (501-1000) $ 2.00/mo./gig -Online Server Back-Up (if needed) $ 3.50/gig -Initial Set-Up of Application $250.00 *Estimated Monthly Cost To Host Your Scanned Data $142.45/month Project#1 Quote EXHIBIT A ADVANTAGES OF Cloud DOCUMENT STORAGE & RETRIEVAL: • 24/7 Secure Access From Anywhere You Have Web Access • No Capital Expenditures Or Hidden Costs Involved With Software • No Space Taken Up On Existing Servers • No Need For IT Involvement or Support Staff • Quick Access To Your Information • Multiple Authorized People Can Access Data At The Same Time • Different Access Permissions For Different Users • Easy To Use/Fast Implementation If you would like to manage your electronic records internally, we also have stand alone, enterprise wide, and web enabled"on-premise" software solutions for document scanning &retrieval. We have multiple options that we can customize for your specific requirements. We are aware that our clients will need access to their files while in our possession and will quickly scan and email, fax, hand deliver, or upload a requested file to our secure web repository so you are never really without your files. File requests are happily performed at no charge and as a service to our clients. Melissa, I hope this pricing is helpful. Modus Technology has been in business since 1994 and has worked with companies all over the Pacific Northwest. Please call me if I can answer any questions or if I can be of assistance in any way. Thank you, Alelw w. Cdfey Alex W. Coffey Modus Technology, Inc. see our website at www.modustechnology.com Project#2 Quote EXHIBIT A As one of the oldest and most trusted document imaging firms in the Pacific Northwest, Modus Technology, Inc. is uniquely qualified to offer the most cost effective solutions for your document management needs. We thank you for the opportunity to give you pricing on your project. Citv O Kent — Office of the City Clerk J A — r l yy r Si 1 c 1 PROJECT ASSUMPTIONS: *Estimated Number of Rolls—200 (Large Format Plans) *Estimated Number of Large Format Pages Total—4,500 *Estimated Average Pages Per File—30 *Files To Be Indexed By—Permit Number *Delivered File Type—Searchable PDF *Boxes and Files Will Be Confidentially Destroyed After Customer Validation of Scanned Data or Returned to Client SCANNING PRICING: -Scanning Up To 8.5 by 14 $ .035/image -Large Format(color) $ .97/image -OCR Processing of Images Enabling Keyword Search Capability $ .05/image -Preparation of Records $ 21.95/hour -Indexing of Records $ 21.95/hour -Flash Drive (optional) $ 24.95/ea. -External Hard Drive (optional) $ 75.00 -NAID Certified Destruction of Records (if needed) $ 8.50/box Project#2 quote EXHIBIT A -Pick-Up From Location(Kent, WA) $ 49.95/stop ESTIMATED COSTS: -Scanning of Images 4,500 x $ .97/image $ 4,365.00 -Preparation of Records 110 hrs. x $21.95/hour $ 2,414.50 -Indexing of Records 5 hrs. x $21.95/hour 109.75 ESTIMATED TOTAL $ 6,889.25 Estimated Completion Time To Be Determined *tax will be added where applicable *only actual image counts and hours worked are billed *boxes that remain at Modus more than 30 days after delivery of data will be billed at a rate of$2.50/box/mo. for storage Included With Our Professional Services: • 24/7 On Premise Monitoring of Your Records • File Requests Are Performed At NO CHARGE • Secure NO CHARGE Storage Of Boxes For 30 Days After Delivery of Data • Complimentary"As We Scan"Access To Scanned Files (if needed) • HIPAA Document Security Processes &Procedures Are Followed At All Times If you need a method of storing your scanned digital records so that they can be easily accessed by your organization, we have two options that would facilitate quick, easy file access and retrieval. First, we have a cloud based document repository for maintaining your documents and for instant 24/7 searching and retrieval of your files by any authorized user from anywhere they have internet access. Please note the following pricing: CLOUD DOCUMENT MANAGEMENT: MODUS VA UL T -Monthly Hosting Fee $ 79.95/mo. -Additional Gigabytes(1-50) $ 4.50/mo./gig (51-200) $ 3.00/mo./gig (201-500) $ 2.50/mo./gig (501-1000) $ 2.00/mo./gig -Online Server Back-Up (if needed) $ 3.50/gig -Initial Set-Up of Application $250.00 *Estimated Monthly Cost To Host Your Scanned Data $142.45/month Project#2 Quote EXHIBIT A ADVANTAGES OF Cloud DOCUMENT STORAGE & RETRIEVAL: • 24/7 Secure Access From Anywhere You Have Web Access • No Capital Expenditures Or Hidden Costs Involved With Software • No Space Taken Up On Existing Servers • No Need For IT Involvement or Support Staff • Quick Access To Your Information • Multiple Authorized People Can Access Data At The Same Time • Different Access Permissions For Different Users • Easy To Use/Fast Implementation If you would like to manage your electronic records internally, we also have stand alone, enterprise wide, and web enabled"on-premise" software solutions for document scanning &retrieval. We have multiple options that we can customize for your specific requirements. We are aware that our clients will need access to their files while in our possession and will quickly scan and email, fax, hand deliver, or upload a requested file to our secure web repository so you are never really without your files. File requests are happily performed at no charge and as a service to our clients. Melissa, I hope this pricing is helpful. Modus Technology has been in business since 1994 and has worked with companies all over the Pacific Northwest. Please call me if I can answer any questions or if I can be of assistance in any way. Thank you, Alelw w. Cdfey Alex W. Coffey Modus Technology, Inc. see our website at www.modustechnology.com 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. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an 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. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 3. Cyber Liability insurance naming the City as an Additional Insured. 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. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policy in order to meet the limits required. EXHIBIT B (Continued) 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 3. Cyber Liability insurance shall be written with limits no less than $2,000,000 per occurrence and $2,000,000 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'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 ANII. 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. ,acoR"® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) (`� 09/30/2022 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 NAME: Laura Tikker CHOICE Insurance LLC 14 1715 Market Street STE 100 A/CC,No Ext: (425) 739-6565 FAX No:(425) 739-9955 E-MAIL Kirkland WA 98033 ADDRESS: service@choiceinsurance.net INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Travelers Property Casualty Cc 25674 INSURED INSURER B: Travelers Casualty Insurance C 19046 Modus Technology Incorporated INSURERC:United Financial Casualty Comp 11770 1420 Nw Gilman Blvd INSURER D:mount Vernon Fire Insurance Cc 26522 Issaquah WA 98027 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 26391 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE To TED CLAIMS-MADE � OCCUR Y Y 6807K751249 04/24/2022 04/24/2023 PRE M SES(E.occurrence) lccurrence) $ 300,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY❑ JECTPRO ❑ LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident 1,000,000 C ANY AUTO 03538339-1 04/24/2022 04/24/2023 BODILY INJURY(Per person) $ OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLALIAB X OCCUR CUP7K753507 04/24/2022 04/24/2023 EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED X RETENTION$ 51000 $ B AND EMPLOYERS' Y/N 6807K751249 04/24/2022 04/24/2023 STATUTE PER X OERH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE WA State Stop Gap E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Cyber/Network Liab TK2550864B 09/18/2022 09/18/2023Cyber Liability - $ 4,000,000 Limit DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) City of Kent is included as Additional Insured with respect to work performed by and/or on behalf of the Named Insured per form CGD417 attached. Coverage is Primary and Non-Contributory. Waiver of Subrogation applies. Additional Insured applies per written contract and/or agreement. 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 Ave S AUTHORIZED REPRESENTATIVE Kent WA 98032 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less I. Blanket Additional Insured — Mortgagees, B. Who Is An Insured— Unnamed Subsidiaries Assignees, Successors Or Receivers C. Who Is An Insured — Employees — Supervisory J. Blanket Additional Insured — Governmental Positions Entities — Permits Or Authorizations Relating To D. Who Is An Insured — Newly Acquired Or Formed Premises Limited Liability Companies K. Blanket Additional Insured — Governmental E. Who Is An Insured — Liability For Conduct Of Entities — Permits Or Authorizations Relating To Unnamed Partnerships Or Joint Ventures Operations F. Blanket Additional Insured — Persons Or L.. Medical Payments— Increased Limit Organizations For Your Ongoing Operations As M. Blanket Waiver Of Subrogation Required By Written Contract Or Agreement G. Blanket Additional Insured — Broad Form Vendors N. Contractual Liability— Railroads H. Blanket Additional Insured—Controlling Interest O. Damage To Premises Rented To You PROVISIONS A. NON-OWNED WATER CRAFT— 75 FEET LONG is responsible for the use of a watercraft OR LESS that you do not own that is: 1. The following replaces Paragraph (2) of (1) 75 feet long or less; and Exclusion g., Aircraft, Auto Or Watercraft, (2) Not being used to carry any person or in Paragraph 2. of SECTION I — property for a charge. COVERAGES — COVERAGE A — BODILY B. WHO IS AN INSURED — UNNAMED INJURY AND PROPERTY DAMAGE SUBSIDIARIES LIABILITY: The following is added to SECTION II — WHO IS (2) A watercraft you do not own that is: AN INSURED: (a) 75 feet long or less; and Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named (b) Not being used to carry any person or Insured in the Declarations is a Named Insured if: property for a charge; a. You are the sole owner of, or maintain an 2. The following replaces Paragraph 2.e. of ownership interest of more than 50% in, such SECTION II —WHO IS AN INSURED: subsidiary on the first day of the policy period; and e. Any person or organization that, with your express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance. CG D4 17 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury" organization in writing to us within or "property damage" that occurred, or "personal 180 days after you acquire or form it; and advertising injury" caused by an offense committed: b. Coverage A does not apply to "bodily injury" or"property damage" that occurred a. Before you maintained an ownership interest before you acquired or formed the of more than 50% in such subsidiary; or organization; and b. After the date, if any, during the policy period c. Coverage B does not apply to "personal that you no longer maintain an ownership and advertising injury" arising out of an interest of more than 50% in such subsidiary. offense committed before you acquired or For purposes of Paragraph 1. of Section II — Who formed the organization. Is An Insured, each such subsidiary will be For the purposes of Paragraph 1. of Section II deemed to be designated in the Declarations as: — Who Is An Insured, each such organization a. A limited liability company; will be deemed to be designated in the Declarations as: b. An organization other than a partnership, joint venture or limited liability company; or a. A limited liability company; c. A trust; b. An organization, other than a partnership, joint venture or limited liability company; as indicated in its name or the documents that or govern its structure. c. A trust; C. WHO IS AN INSURED — EMPLOYEES — as indicated in its name or the documents SUPERVISORY POSITIONS that govern its structure. The following is added to Paragraph 2.a.(1) of E. WHO IS AN INSURED — LAIBILTY FOR SECTIO N II —WHO IS AN INSURED: CONDUCT OF UNNAMED PARTNERSHIP SO R Paragraphs (1)(a), (b) and (c) above do not apply JOINT VENTURES to "bodily injury" to a co-"employee" while in the The following replaces the last paragraph of course of the co-"employee's" employment by you arising out of work by any of your "employees" SECTION II—WHO IS AN INSURED: who hold a supervisory position. No person or organization is an insured with respect to the conduct of any current or past D. WHO IS AN INSURED — NEWLY ACQUIRED partnership or joint venture that is not shown as a OR FOR MED LIMITED LAIBILITY COMPANIES Named Insured in the Declarations. This The following replaces Paragraph 3. of SECTION paragraph does not apply to any such partnership II —WHO IS AN INSURED: or joint venture that otherwise qualifies as an 3. Any organization you newly acquire or form, insured under Section II —Who Is An Insured. other than a partnership or joint venture, and F. BLANKET ADDITIONAL INSURED — PERSONS of which you are the sole owner or in which OR ORGANIZATIONS FOR YOUR ONGOING you maintain an ownership interest of more OPERATIONS AS REQUIRED BY WRITTEN than 50%, will qualify as a Named Insured if CONTRACT OR AGREEMENT there is no other similar insurance available to that organization. However: The following is added to SECTION II — WHO IS AN INSURED: a. Coverage under this provision is afforded Any person or organization that is not otherwise only: an insured under this Coverage Part and that you (1) Until the 180th day after you acquire have agreed in a written contract or agreement to or form the organization or the end of include as an additional insured on this Coverage the policy period, whichever is earlier, Part is an insured, but only with respect to liability if you do not report such organization for"bodily injury" or"property damage" that: in writing to us within 180 days after a. Occurs subsequent to the signing of that you acquire or form it; or contract or agreement; and (2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such Page 2 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY agreement applies or the acts or omissions of performed at such vendor's premises in any person or organization performing such connection with the sale of "your operations on your behalf. products"; or The limits of insurance provided to such insured (6) "Your products" that, after distribution or will be the minimum limits that you agreed to sale by you, have been labeled or provide in the written contract or agreement, or relabeled or used as a container, part or the limits shown in the Declarations, whichever ingredient of any other thing or substance are less. by or on behalf of such vendor. G. BLANKET ADDITIONAL INSURED — BROAD Coverage under this provision does not apply to: FORM VENDORS The following is added to SECTION II — WHO IS a. Any person or organization from whom you AN INSURED: have acquired "your products", or any ingredient, part or container entering into, Any person or organization that is a vendor and accompanying or containing such products; that you have agreed in a written contract or or agreement to include as an additional insured on this Coverage Part is an insured, but only with b. Any vendor for which coverage as an respect to liability for "bodily injury" or "property additional insured specifically is scheduled by damage" that: endorsement. a. Occurs subsequent to the signing of that H. BLANKET ADDITIONAL INSURED — contract or agreement; and CONTROLLING INTEREST b. Arises out of "your products" that are 1. The following is added to SECTION II —WHO distributed or sold in the regular course of IS AN INSURED: such vendor's business. Any person or organization that has financial The insurance provided to such vendor is subject control of you is an insured with respect to to the following provisions: liability for "bodily injury", "property damage" or"personal and advertising injury"that arises a. The limits of insurance provided to such out of: vendor will be the minimum limits that you agreed to provide in the written contract or a. Such financial control; or agreement, or the limits shown in the b. Such person's or organization's Declarations, whichever are less. ownership, maintenance or use of b. The insurance provided to such vendor does premises leased to or occupied by you. not apply to: The insurance provided to such person or organization does not apply to structural (1) Any express warranty not authorized by alterations, new construction or demolition you or any distribution or sale for a operations performed by or on behalf of such purpose not authorized by you; person or organization. (2) Any change in "your products" made by 2. The following is added to Paragraph 4. of such vendor; SECTION II—WHO IS AN INSURED: (3) Repackaging, unless unpacked solely for This paragraph does not apply to any the purpose of inspection, demonstration, premises owner, manager or lessor that has testing, or the substitution of parts under financial control of you. instructions from the manufacturer, and I. BLANKET ADDITIONAL INSURED — then repackaged in the original container; MORTGAGEES, ASSIGNEES, SUCCESSORS (4) Any failure to make such inspections, OR RECEIVERS adjustments, tests or servicing as The following is added to SECTION II — WHO IS vendors agree to perform or normally AN INSURED: undertake to perform in the regular Any person or organization that is a mortgagee, course of business, in connection with the assignee, successor or receiver and that you distribution or sale of"your products"; have agreed in a written contract or agreement to (5) Demonstration, installation, servicing or include as an additional insured on this Coverage repair operations, except such operations Part is an insured, but only with respect to its CG D4 17 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or construction, erection or removal of any of the receiver for "bodily injury", "property damage" or following for which that governmental entity has "personal and advertising injury"that: issued such permit or authorization: advertising a. Is "bodily injury" or "property damage" that signs, awnings, canopies, cellar entrances, coal occurs, or is "personal and advertising injury" holes, driveways, manholes, marquees, hoist caused by an offense that is committed, away openings, sidewalk vaults, elevators, street subsequent to the signing of that contract or banners or decorations. agreement; and K. BLANKET ADDITIONAL INSURED — b. Arises out of the ownership, maintenance or GOVERNMENTAL ENTITIES — PERMITS OR use of the premises for which that mortgagee, AUTHORIZATIONS RELATING TO OPER- assignee, successor or receiver is required ATIONS under that contract or agreement to be The following is added to SECTION II — WHO IS included as an additional insured on this AN INSURED: Coverage Part. Any governmental entity that has issued a permit The insurance provided to such mortgagee, or authorization with respect to operations assignee, successor or receiver is subject to the performed by you or on your behalf and that you following provisions: are required by any ordinance, law, building code or written contract or agreement to include as an a. The limits of insurance provided to such additional insured on this Coverage Part is an mortgagee, assignee, successor or receiver insured, but only with respect to liability for "bodily will be the minimum limits that you agreed to injury", "property damage" or "personal and provide in the written contract or agreement, advertising injury" arising out of such operations. or the limits shown in the Declarations, whichever are less. The insurance provided to such governmental b. The insurance provided to such person or entity does not apply to: organization does not apply to: a. Any "bodily injury", "property damage" or (1) Any "bodily injury" or "property damage" "personal and advertising injury" arising out of operations performed for the governmental that occurs, or any "personal and entity; or advertising injury" caused by an offense that is committed, after such contract or b. Any "bodily injury" or "property damage" agreement is no longer in effect; or included in the "products-completed (2) Any "bodily injury", "property damage" or operations hazard". "personal and advertising injury" arising L. MEDICAL PAYMENTS— INCREASED LIMIT out of any structural alterations, new The following replaces Paragraph 7. of SECTION construction or demolition operations III —LIMITS OF INSURANCE: performed by or on behalf of such mortgagee, assignee, successor or 7. Subject to Paragraph S. above, the Medical receiver. Expense Limit is the most we will pay under Coverage C for all medical expenses because J. BLANKET ADDITIONAL INSURED — of "bodily injury" sustained by any one GOVERNMENTAL ENTITIES — PERMITS OR person, and will be the higher of: AUTHORIZATIONS RELATING TO PREMISES a. $10,000; or The following is added to SECTION II — WHO IS AN INSURED: b. The amount shown in the Declarations of Any governmental entity that has issued a permit this Coverage Part for Medical Expense Limit. or authorization with respect to premises owned or occupied by, or rented or loaned to, you and M. BLANKET WAIVER OF SUBROGATION that you are required by any ordinance, law, The following is added to Paragraph 8., Transfer building code or written contract or agreement to Of Rights Of Recovery Against Others To Us, include as an additional insured on this Coverage of SECTION IV — COMMERCIAL GENERAL Part is an insured, but only with respect to liability LIABILITY CONDITIONS: for "bodily injury", "property damage" or "personal and advertising injury" arising out of the If the insured has agreed in a contract or existence, ownership, use, maintenance, repair, agreement to waive that insured's right of recovery against any person or organization, we Page 4 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY waive our right of recovery against such person or 2. Paragraph f.(1) of the definition of "insured organization, but only for payments we make contract" in the DEFINITIONS Section is because of: deleted. a. "Bodily injury" or "property damage" that O. DAMAGE TO PREMISES RENTED TO YOU occurs; or The following replaces the definition of "premises b. "Personal and advertising injury" caused by damage" in the DEFINITIONS Section: an offense that is committed; "Premises damage" means "property damage" to: subsequent to the execution of the contract or agreement. a. Any premises while rented to you or temporarily occupied by you with permission N. CONTRACTUAL LIABILITY—RAILROADS of the owner; or 1. The following replaces Paragraph c. of the b. The contents of any premises while such definition of "insured contract" in the premises is rented to you, if you rent such DEFINITIONS Section: premises for a period of seven or fewer c. Any easement or license agreement; consecutive days. CG D4 17 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission.