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HomeMy WebLinkAboutCAG2023-350 - Original - Aladdin Food Management Services, LLC - Senior Activity Center Lunch Program - 02/18/2023 FOR CITY OF KENT OFFICIAL USE ONLY Lff Sup/Mgr: LH Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KEN T 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: Cindy Robinson Parks, Recreation & Community Services Date Sent: Date Required: > 05/25/2023 ASAP 0 Q Authorized to Sign: Date of Council Approval: Q Mayor or Designee 05/16/2023 Budget Account Number: Grant? Yes NOW] 10006240.64190.4540 Budget?W]Yes E]No Type: N/A Vendor Name: Category: Aladdin Food Service Management Contract Vendor Number: Sub-Category: c 2242179 Original Senior Activity Center Lunch Program Project Name: y g OProject Details: Senior Activity Center Lunch Caterer Contract C a.. C Basis for Selection of Contractor: � , Agreement Amount $200 000 Other QJ _ *Memo to Mayor must be attached i Start Date: 06/0 1/2023 Termination Date: 2/17/2024 Q Local Business? Yes Who*If meets requirements per KCC3.70.100,please complete"VendorPurchose-Locol Exceptions"form onCityspace. Business License Verification: W1 Yes In-ProcessD Exempt(KCC 5.01.045) W]Authorized Signer Verified Notice required prior to disclosure? Contract Number: E]YesW1No CAG2023-350 Comments: H i 3 f0 a1 C C a1 Vf � 3 0 a, cc Date Received:City Attorney: 6/2/23 Date Routed:Mayor's Office /9/23 City Clerk's Office6/13/23 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 FOOD SERVICE AGREEMENT This Food Service Agreement is made and entered into by and between the City of Kent, a Washington municipal corporation, for the Kent Senior Activity Center ("Client"), and Aladdin Food Management Services, LLC, organized under the laws of West Virginia, with a principal office located at 2400 Ansys Drive, Suite 404, Canonsburg, PA 15317 ("Company") (collectively "the Parties"). 1. TERM AND INTENT 1.1 Client grants Company the exclusive right to provide Food Service, to operate the Food Service Facilities, and to provide to Client,faculty,staff,students,guests and other persons at the Premises such Food Service and Products. 1.2 This Agreement shall commence on February 18, 2023 (the "Commencement Date") or sooner if mutually agreed upon in writing by both of the Parties. The Agreement will remain in effect through February 17, 2024. The Agreement shall renew for additional one-year (1) periods upon execution of mutually agreed upon addendum, unless either party provides written notice of termination to the other party at least sixty (60) days prior to the expiration date or unless this Agreement is otherwise terminated as set forth herein. 2. DEFINITIONS 2.1. Accounting Period. Company's accounting calendar is based on an accounting cycle consisting of three (3) rotational periods of four (4) weeks, four (4) weeks, five (5) weeks. 2.2. Agreement. In order of precedence: (i) this Food Service Agreement, Exhibits and Schedules, as amended and, where specifically included by reference, (ii) the Company's Proposal (iii) the Solicitation. 2.3. Charge. A reasonable allocation established by Company and applied on a consistent basis to Company's Client accounts for the expenses in question. 2.4. Food Preparation Equipment. Equipment or appliances reasonably necessary for Food Service including, without limitation, stove, oven, sink, refrigerator, microwave, mixer, steamer, slicer, freezer and fire extinguishing equipment that is in good condition and of a commercial grade. 2.5. Food Service. Operations and Products to be provided by Company in accordance with this Agreement related to the preparation, service and sale of food, beverages, goods, merchandise and other items at the Premises. 2.6. Food Service Facilities. Space for Company to prepare and perform Food Service at the Premises including, without limitation, kitchen, dining, service, office and storage areas. 2.7. Governmental Rule. Any statute, law, rule, regulation, ordinance or code of any governmental entity (whether federal, state, local or otherwise). 2.8. Office Equipment. All office items reasonably necessary for Company staff to perform office- related functions at the Premises including, without limitation, furniture (e.g. desk, chair, file cabinet), equipment (e.g. computer, phone, data/high speed internet lines), parking spaces and locker/break room facilities. 2.9. PCI Standards. All rules, regulations, standards or guidelines adopted or required by the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information. Page 1 of 11 2.10. Premises. The Client's food service facility located at 600 East Smith Street, Kent, Washington 98030. 2.11. Products. Food, beverages, goods, merchandise, and supplies. 2.12. Proprietary, Confidential and Trade Secret Information. Items used in Company Food Services (owned by or licensed to Company) including, without limitation, menus, signage, surveys, Software (i.e. menu systems,food production systems, accounting systems), recipes, management guidelines and procedures, operating manuals, personnel information, purchasing and distribution practices, pricing and bidding information, financial information, provided, however that the following items are specifically excluded: (i) information generally available to and known by the public or (ii) information independently developed or previously known by the Client. 2.13. Servicewares. Items used in the service of food and beverages including, without limitation, chinaware, glassware, silverware. 2.14. Smallwares. Items used in the preparation of food including, without limitation, pots, pans and kitchen utensils. 2.15. Supervisory Employee. Those persons who have directly or indirectly performed management or professional services on behalf of Company for the Client at any time during this Agreement including, without limitation, any corporate employee, manager, assistant manager, chef, lead cook or dietitian. 2.16. Utilities and Amenities. All utilities reasonably requested by Company to provide Food Services at the Premises including, without limitation, heat, hot and cold water, gas, refrigeration, lights, electric current, ventilation, air conditioning, recycling, cooking waste removal, hazardous waste removal,garbage removal services,exterminator services,telephone services, internet access,and sewage disposal services. 3. FOOD SERVICES 3.1 Food Service. Company will oversee Food Services at the Premises which shall include, without limitation, preparation and service of food and beverages to Client's employees, staff and guests. 3.2 Program Specifications. Company shall provide service of one meal per day, five days per week (Monday through Friday) to Client's staff, guests, and others as designated by the Client. A. Menus. Company reserves the right to make changes to items and portion sizes on an ongoing basis. Significant changes to portion sizes or offerings must be approved in writing by the Client prior to implementing such changes. B. Locations. Company shall operate and manage Food Services at the Premises and locations as the Client and Company mutually agree. C. Hours. Company shall provide necessary Food Services for the weekly lunch program and other special events at such hours as the Client and Company mutually agree. 3.3 Purchasing. Company shall purchase those Products and supplies necessary to comply with Company's obligations as set forth in this Agreement from Company's approved vendors that meet Company's guidelines and requirements. 3.4 Inventory. Company will purchase and own all inventories of food, beverages, and supplies. Upon termination of this Agreement for any reason, at Company's option, (i) Company may remove and retain any remaining Product inventory or (ii) Client may elect to purchase from Company, at Company's invoice cost, any remaining Product inventory. Page 2 of 11 3.5 Cleaning. Company and Client shall be jointly responsible for housekeeping and sanitation in the food preparation, storage and service areas of Premises. Company shall perform routine cleaning and housekeeping in the food preparation and service areas. Client shall perform major cleaning including, without limitation, stripping and waxing floors, cleaning walls, windows, fixtures, ceilings, electric light fixtures, grease traps, hoods and vents, duct work, plenum chambers, pest control and roof fans throughout the Food Service Facilities as defined herein. Client shall be responsible for setting up and cleaning the Premises for functions not managed by Company, in addition to any related charges. Client shall be responsible for removal of refuse from the collection areas and all refuse removal charges. 4. EMPLOYEES 4.1. Employees. Company shall hire employees necessary for its performance of this Agreement. Persons employed by Company will be the employees of Company and not of Client. Company's employees and agents shall comply with applicable rules and regulations concerning conduct on the Client's premises which the Client imposes upon its employees and agents provided such rules and/or regulations are not in violation of any federal, state, and/or local laws. Client agrees to provide Company notice of any proposed changes in rules, at least thirty (30) days prior to implementation. Company will consider Client's written requests to remove Food Service employees, provided such requests are non-discriminatory and comply with all laws and regulations governing employment. 4.2. Wages and Hours. Company shall comply with all applicable federal, state and local laws and regulations pertaining to the wages and hours of employment for Company's employees. Client shall comply with all applicable federal, state and local laws and regulations pertaining to the wages and hours of employment for Client's employees. 4.3. Payroll Taxes. Company shall be responsible for all withholding and payroll taxes relative to Company's employees. Client shall be responsible for all withholding and payroll taxes relative to Client's employees. 4.4. Background Checks. Company shall conduct necessary background checks as required by law. 4.5. Equal Opportunity and Affirmative Action Employer. Company abides by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their age, race, color, religion, sex, sexual orientation or national origin. Company employs and promotes individuals without regard to age, race, color, religion, sex, national origin, protected veteran status or disability. Company shall execute the attached City of Kent Non-Discrimination Policy Declaration (Exhibit A) and comply with the attached City Administrative Policy 1.2 (Exhibit B). 5. PREMISES, FACILITIES, UTILITIES AND EQUIPMENT 5.1 Premises. The Premises shall be in good condition and maintained by the Client to ensure compliance with applicable Governmental Rules and to enable Company to perform its obligations hereunder. Client shall be responsible for any modifications or alterations to the workplace or the Page 3 of 11 Premises necessary to comply with any applicable Governmental Rules. Company shall have no obligation to maintain or repair the Premises. 5.2 Equipment. Without limiting the foregoing, Client shall permit Company to use all of the Client's Food Preparation Equipment in the performance of Food Service. The Food Preparation Equipment provided by Client shall be commercial grade, in good condition and shall be maintained, repaired and replaced by Client to permit the performance of the Food Service and to ensure compliance with applicable Governmental Rules. Company and Client shall inventory Client's current Equipment within thirty (30) days after the Commencement Date. Company shall take reasonable care of all Food Preparation Equipment under its custody and control, provided that the foregoing shall not limit Client's obligation to maintain, repair and replace (as necessary) the Food Preparation Equipment. Company shall give notice to Client of any requested repairs or replacements that are reasonably necessary for Company to perform its duties under this agreement. If Client fails to make necessary repairs or replacements within a reasonable time of receiving this notice, any subsequent nonperformance by Company as a result of inadequate equipment shall be excused until necessary repairs or replacements are made. 5.3 Facilities, Utilities. At its own expense, Client shall maintain, repair, replace, and keep in safe operating condition said Facilities and Utilities,to permit the performance of the Food Service and to ensure compliance with Governmental Rules. 5.4 Smallwares and Servicewares. At its own expense, Client shall furnish Company with the appliances, wares and equipment reasonably requested by Company including all Cooking Equipment, Smallwares and Servicewares. 5.5 Computer Equipment. A. Internet Access. If Company is to implement a point-of-sale system, Client shall either allow Company to use Client's point-of-sale-system ("POS System") and required internet access or, in the alternative, shall provide and maintain the system requirements necessary for Company to install and maintain its own POS System. To the extent Company installs and maintains its own POS System, Client shall provide electrical outlets and wireless IP network connectivity terminating in necessary cabling connection between the cash registers, the time-clocks, the foodservice office and Company's router. Client shall allow Company and the internet provider physical access to the area where a high-speed internet connection will be installed, and shall permit Contractor's installation of a router and dedicated high-speed internet circuit with full administrative control to establish a connection between the foodservice office, workstations (if any) and Company's network. B. Software. Company will license products, software and maintenance for use in providing services in accordance with this Agreement. Company has procured a license to access and use Company's centralized Nutritional Database ("NDB") for nutritional analysis, menu planning and other operational purposes for Client's Premises. Client agrees that all software associated with the operation of the Food Service, including without limitation, the NDB, food production systems, and accounting systems, is owned by or licensed to Company. Client's access or use of such software shall not create any right, title, or copyright in such software. Upon termination of this Agreement, Client shall have no right to access or retain any Company software or Confidential Information produced by that software. C. Credit Card Processing. If requested by Client, Company will accept and process credit card payments for sales of food, beverage, goods, merchandise and services in the Food Service Page 4 of 11 operation. If Company processes credit card transactions using equipment solely provided by Company, then Company will be responsible for compliance of its equipment in accordance with PCI Standards. If Company uses computers, software, network equipment ("Systems") or other property of Client to process credit card transactions, then Client will be required to provide Systems that fully support PCI standards and requirements or reimburse the Company for the acquisition of Systems that sufficiently meet the requirements of current PCI Data Security Standards. In that case, if Company is considered the "merchant of record", Client will provide Company with a certificate of compliance if requested by Company. 6. LICENSES, PERMITS AND TAXES 6.1 Licenses and Permits. Company shall procure, maintain and post the food licenses and permits as required by law. Client represents and warrants that it has and will maintain all other licenses and permits necessary to operate the Premises and the Food Services. The Client agrees to notify Company immediately upon receiving notice of loss of any such permit or license. 6.2 Taxes. Company shall be responsible for collecting and remitting sales tax on applicable sales collected by Company. Unless Client provides documentation of Client's federal and state tax- exempt status to the Company's sole satisfaction, Client shall reimburse Company for state and local sales tax on the full amount of charges and fees billed to the Client. Client shall secure and pay all federal, state and local property, excise and income and other taxes and fees required for the Premises and resulting from the Food Services provided for hereunder. Client shall immediately pay for any tax assessments including interest, penalties, costs and expenses, which are assessed against the Food Service operation and were not in effect as of the Commencement Date or were owed but unpaid as of the Commencement Date. Client shall notify Company promptly should its sales tax status be changed. 7. FINANCIAL ARRANGEMENTS 7.1 Pricing Structure. Company shall charge and Client shall pay eight dollars and fifty cents ($8.50) per meal. Total payments shall not exceed two hundred thousand dollars ($200,000.00) under this Agreement. 7.2 Payments Due and Late Payment Penalty. Company shall issue an invoice at the end of each week (which shall run Saturday through Friday) showing the amounts due. Client shall pay the full invoice amount within fourteen (14) days from the issuance of the invoice. Payment Method shall be electronic via AFT/ACH transfer or another acceptable electronic method agreed upon between the parties. In the event payment is not made within thirty (30) days of the due date, the invoice will be subject to a finance charge of eighteen percent (18%) per annum or, if less, the maximum amount permitted under applicable law. The right of Company to charge the finance charge shall not be construed as a waiver of Company's normal entitlement to receive timely payment as set forth herein. 7.3 Right to Offset. In the event that Client is more than thirty (30) days past due on any obligations to Company, Company shall have the right to offset, from any other sums owed by Company to Client, all or any portion of such outstanding receivables. Additionally, Company shall have the right, at Company's option, at any time that Client is over thirty (30) days past due on any Page 5 of 11 obligations require that Client pay, on a prebilling basis, at least one week in advance of each Accounting Period, the estimated amount due Company for that Accounting Period. The estimated amount shall be adjusted and reconciled to the actual amount in the next prebilling invoice, or if Client is no longer past due on its obligations to Company, with the next invoice due hereunder. Further, Company shall have the right to immediately adjust hours, retail prices, labor and menu offerings to further off-set any losses. 7.4 Change in Conditions. The financial terms set forth in this Agreement, and all other obligations assumed by Company hereunder, are based on conditions in existence on the date Company commences operations including, without limitation, population; labor costs; applicable Governmental Rules; food and supply costs; provision of equipment and utilities; state of the Premises; and federal,state and local sales, use and excise taxes (the "Conditions"). Further, Client acknowledges that in connection with the negotiation and execution of this Agreement, Company has relied upon Client's representations regarding existing and future conditions (the "Representations"). In the event of change in the Conditions, inaccuracy of the Representations, or if Client requests any significant change in the Food Services as provided under this Agreement, the financial terms and other obligations assumed by Company may be changed by amendment of this Agreement through mutual written consent of the parties. 7.5 Future Pricing. Pricing adjustments shall be made on an annual basis and shall be agreed upon by the parties at a rate no less than the greater of: three percent (3%) or the most recently released U.S. Department of Labor Consumer Price Index, All Urban Consumers, National Average Unadjusted, Food Away From Home. Up to ninety (90) days prior to the anniversary of the Commencement Date, Company shall provide Client notification of the adjustment to the Fee(s). Company proposed adjustments shall go into effect upon execution of mutually agreed upon addendum to this Agreement unless the Parties have entered into a written agreement with an alternative cost adjustment. 7.6 Attorneys Fees and Costs. Client shall pay all costs of collecting any amount due Company, including attorney's fees and all costs and other expenses incurred by Company in collecting an indebtedness of Client due to Client's failure to make payment under the terms of this Agreement. This provision shall survive the termination of the Agreement. 8. TERMINATION OF THE AGREEMENT. 8.1 Termination for Non-Performance. If either party refuses, fails or is unable to perform or observe any of the terms or conditions of this Agreement for any reason other than for Excused Performance as set forth in this Agreement, the party claiming such deficiency shall provide the breaching party written notice of any such breach. If the breaching party remedies such breach within (i) three (3) days in the case of failure to make payment when due, (ii) fifteen (15) days in the case of any other breach, or (iii) a reasonable time where cure is not possible within fifteen (15) days (collectively the "Notice Period"),the notice shall be null and void. If the breaching party fails to remedy the breach within the Notice Period, the party giving notice may cancel the Agreement after the end of the Notice Period. 8.2 Termination for Financial Insecurity. If either Party makes an unauthorized assignment for the benefit of creditors,files a petition under the bankruptcy or insolvency laws of any jurisdiction, has or suffers a receiver or trustee to be appointed for its business or property, or is adjudicated a Page 6 of 11 bankrupt or an insolvent,the other party may terminate the Agreement with three (3) days' notice. Provided, however, that Client agrees to provide Company thirty (30) days' notice before filing a petition for bankruptcy. 8.3 Voluntary Termination. At any time after one year of service, either Party may terminate this Agreement with or without cause by written notice to the other party given not less than thirty (30) days prior to the effective date of termination. 8.4 Steps Upon Termination. Upon the termination or expiration of this Agreement, Company shall vacate the Premises occupied by Company and shall remove its own equipment and return equipment furnished by Client pursuant to this Agreement. Upon termination of this Agreement, Company shall surrender the then-current Food Preparation Equipment to Client in the condition as it was delivered on the Commencement Date (or, if later, in the condition in which such Food Preparation Equipment was placed into service), excepting ordinary wear and tear, damage resulting from Client's failure to maintain the Food Preparation Equipment and other damage (including damage caused by force majeure) for which Company is not responsible hereunder. 8.5 Continuing Obligations. The termination of this Agreement shall not affect the rights, privileges, or liabilities of the Parties as they exist as of the effective date of termination. All outstanding amounts owed to Company shall become due and payable immediately upon termination. If, at Client's request and with Client's written permission, Company enters into agreements with one or more third parties in connection with its management of Client's Food Service operations (collectively, "Third Party Agreements"), Client agrees, at Client's sole cost and expense, to: (i) assume and undertake (or cause to be assumed and undertaken by the Food Service provider succeeding Company) all responsibilities of Company under all Third Party Agreements from and after the date this Agreement expires or is earlier terminated; (ii) release Company from all liability associated with such Third Party Agreements from and after the date this Agreement expires or is earlier terminated; and (iii) bear all liability and responsibility with respect to any costs, fees and other charges associated with termination of such Third Party Agreements. This Paragraph shall survive the termination or expiration of this Agreement. 9. INDEMNIFICATION; INSURANCE 9.1 Insurance. Both Client and Company shall maintain their own insurance on their respective real property, equipment and contents. Company will provide evidence of such insurance and applicable endorsements at the time of contract signing. A. Company Insurance. Company shall procure and maintain the following insurance: 1. Worker's Compensation Insurance as prescribed by the laws of the state where the Premises are located; and 2. Comprehensive General Liability Insurance, with limits of two million dollars ($2,000,000.00) per occurrence and two million dollars ($2,000,000.00) annual aggregate to cover any and all claims that arise during the course of this Agreement. B. Client Insurance. The City of Kent shall be named as an Additional Insured, via Endorsement also to be provided at contract signing. 9.2 Subrogation. Client and Company waive any and all right of recovery from each other for property damage or loss of use thereof, however occurring, which loss is insured under a valid and collectible insurance policy to the extent of any recovery collectible under such insurance. This Page 7 of 11 waiver shall include, but not be limited to, losses covered by policies of fire, extended coverage, boiler explosion and sprinkler leakage. This waiver shall not apply to claims for personal death or injury. Indemnification. Each Party agrees to provide the following indemnification: A. Each party agrees that it will defend, indemnify and hold harmless the other party, its officers, directors, parent corporation, affiliates, employees and agents ("Indemnified Parties") against any and all liabilities, losses, damages, injuries, deaths, reasonable litigation expenses (including,without limitation, reasonable attorneys'fees), costs and costs of court(collectively, "Damages") which Indemnified Parties may hereafter sustain, incur or be required to pay arising out of the other party's negligent acts, omissions or failure to perform obligations pursuant to this Agreement. Provided, however, neither party shall be required to defend, indemnify and hold harmless the other party for any intentional or criminal actions of the other party or its employees, visitors or invitees. B. Notice of Indemnification. A party shall only be required to indemnify pursuant to the Agreement, where that party receives a written request to indemnify within twenty (20) days after the initial receipt of notice of any such lawsuit or claim by the party requesting indemnification. Failure to notify a party of such claim or lawsuit within the stated period of time shall relieve that party of any and all responsibility and liability under this Agreement to defend, indemnify and hold harmless for that claim or lawsuit. 10. GENERAL AGREEMENT TERMS 10.1 Confidentiality. Neither Client, nor Client's employees or agents, shall disclose, photocopy, duplicate or use, either during or after the term of this Agreement, any Proprietary, Confidential and Trade Secret Information, without Company's prior written permission. All Proprietary, Confidential and Trade Secret Information shall remain Company exclusive property. Client's access or use of Company Proprietary, Confidential and Trade Secret Information or Software shall not create any right title, interest or copyright in such Information or Software. If Client is requested to disclose any of the Confidential Information to any third party for any reason, Client shall provide Company with prompt notice of such request(s). Upon termination of this Agreement, Client shall return all Company Proprietary, Confidential and Trade Secret Information in Client's possession relating to Company's services pursuant to this Agreement. Client agrees that upon breaching this provision, Company shall be entitled to equitable relief, including injunction or specific performance, in addition to all other available remedies. Company acknowledges that Client is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and records prepared or gathered by the Parties in performance of this agreement may be subject to public review and disclosure. Client shall not be held responsible, nor shall Company be entitled to any relief, from disclosures made pursuant to the Washington Public Records Act.This provision shall survive the termination of the Agreement. 10.2 Intellectual Property. Nothing in this Agreement is intended to grant any rights to Client under any patent, copyright, trademark, trade name, trade secret or other proprietary right of Company (whether now owned or hereafter developed or acquired), all of which are reserved to Company. 10.3 Independent Contractor Relationship. It is mutually understood and agreed, and it is the intent of the Parties,that an independent contractor relationship is hereby established under the terms and conditions of this Agreement. Employees of Company are not, nor shall they be deemed to be, Page 8 of 11 employees of Client. Employees of Client are not, nor shall they be deemed to be, employees of Company. 10.4 Notice. Any notice required under this Agreement shall be deemed to have been sufficiently provided when delivered by hand, or three days after being sent by certified or registered mail return receipt requested, or by overnight delivery service with receipt of delivery, provided such delivery is to the parties at the following addresses: Kent Senior Activity Center Aladdin Food Management Services, LLC 600 East Smith Street, 2400 Ansys Drive, Kent, WA 98030 Suite 404 Canonsburg, PA 15317 10.5 Excused Performance. If performance of any terms or provisions hereof(other than the payment of monies) shall be delayed or prevented because of compliance with any law, regulation, decree or order by any federal, state, or local court, governmental agency or governmental authority, or because of riot, war, public disturbance, strike, lockout, differences with workmen, fire, flood, Act of God, pandemic, epidemic, or any other reason whatsoever, which is not within the control of the party whose performance is interfered with,and which, by the exercise of reasonable diligence said party is unable to prevent, the party so suffering may at its option, suspend, without liability, the performance of its obligations hereunder (other than the payment of monies) during the period such cause continues. 10.6 Assignment or Transfer. Neither party may assign or transfer this Agreement, or any part thereof, without written consent of the other party. Such consent shall not be unreasonably withheld Provided, however, that this shall not apply to Company's transfer to a parent, sister or successor company where Company provides Client at least thirty (30) days written notice. 10.7 Entire Agreement; Waiver. This Agreement, including any Exhibits hereto, constitutes the entire Agreement between the Parties with respect to the provisions of Company's services, and there are no other or further written or oral understandings or agreements with respect thereto except as otherwise set forth herein. No variation or modification of this Agreement and no waiver of its provisions shall be valid unless in writing and signed by the duly authorized officers of Company and Client. This Agreement supersedes all other agreements between the Parties or their predecessors for the provision of Company Food Services. 10.8 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be effective upon delivery and, thereafter, shall be deemed to be an original, and all of which shall be taken as one and the same instrument with the same effect as if each party had signed on the same signature page. This Agreement may be transmitted by fax or by electronic mail in portable document format ("PDF") and signatures appearing on faxed instruments and/or electronic mail instruments shall be treated as original signatures. 10.9 State Guidelines. Client hereby agrees that the validity and construction of this Agreement shall be governed by Washington law. Should a lawsuit be necessary to enforce this Agreement, Client hereby waives any objection to venue or personal jurisdiction and agrees to be subject to the jurisdiction of the King County Superior, King County, Washington. A facsimile copy or photocopy of this Agreement shall be valid as an original thereof. EACH PARTY HEREBY WAIVES THE RIGHT Page 9 of 11 TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF AND BROUGHT BY ANY OTHER PARTY. 10.10Severability. Any term or provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. 10.11 Authority. Company and Client represent that the individual executing this Agreement has been duly and validly authorized to execute this Agreement on each party's respective behalf with the full power and authority under all applicable laws and respective articles of incorporation, bylaws or other governing instrument to enter into this Agreement and to perform their obligations hereunder. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Page 10 of 11 IN WITNESS WHEREOF,the Parties, intending to be legally bound, have caused their appointed and duly assigned officers to execute this Agreement. CLIENT: Kent Senior Activity Center COMPANY: Aladdin Food Service Management, LLC Signature } Signature:Paul Kowacz k(Jun 1,20230746 EDT) Name: Name: Paul Kowalczyk Dana Ralph v Title: Mayor Title: President Date: 06/12/2023 Date: Jun 1,2023 Page 11 of 11 Exhibit A 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 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 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 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; EEO COMPLIANCE DOCUMENTS - 3 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:Paul Kowa cz k(Jun 1;2023 07:46 EDT) For: Aladdin Food Management Title: President Date: Jun 1,2023 EEO COMPLIANCE DOCUMENTS - 4 Exhibit B 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 Signature: Lon Ffoaan Signature: A-6Z Lori Hogan(M y 31,2023 12:08 PDT) 0 Email: Ihogan@kentwa.gov Email: rlashley@kentwa.gov Signature: � 0axr�, Juh ��irondola(Jun 1,202308:27 PDT) Email: jparascondola@kentwa.gov 05252023-Aladdin-Srlunch-ARF Final Audit Report 2023-06-01 Created: 2023-05-31 By: Hannah Barber(hbarber@kentwa.gov) Status: Signed Transaction ID: CBJCHBCAABAAOnryuVczBgR5LfJwUiS_IfgmgUA2CCVf "05252023-Aladdin-Srlunch-ARF" History Document created by Hannah Barber(hbarber@kentwa.gov) 2023-05-31 -6:02:29 PM GMT Document emailed to Ihogan@kentwa.gov for signature 2023-05-31 -6:06:24 PM GMT s Email viewed by Ihogan@kentwa.gov 2023-05-31 -7:06:15 PM GMT �>o Signer Ihogan@kentwa.gov entered name at signing as Lori Hogan 2023-05-31 -7:08:06 PM GMT �}o Document e-signed by Lori Hogan (Ihogan@kentwa.gov) Signature Date:2023-05-31 -7:08:08 PM GMT-Time Source:server Document emailed to Ronald Lashley (rlashley@kentwa.gov)for signature 2023-05-31 -7:08:10 PM GMT Email viewed by Ronald Lashley (rlashley@kentwa.gov) 2023-05-31 -11:33:06 PM GMT �>o Document e-signed by Ronald Lashley (rlashley@kentwa.gov) Signature Date:2023-05-31 -11:35:16 PM GMT-Time Source:server Document emailed to Paul Kowalczyk (kowalczyk@aladdinfood.com)for signature 2023-05-31 -11:35:18 PM GMT Email viewed by Paul Kowalczyk(kowalczyk@aladdinfood.com) 2023-06-01 -1:01:33 AM GMT d Document e-signed by Paul Kowalczyk(kowalczyk@aladdinfood.com) Signature Date:2023-06-01 -11:46:27 AM GMT-Time Source:server Powered by r � Adobe T Acrobat Sign '. Document emailed to Julie Parascondola Qparascondola@kentwa.gov)for signature 2023-06-01 -11:46:30 AM GMT Email viewed by Julie Parascondola (jarascondola@kentwa.gov) 2023-06-01 -3:26:53 PM GMT Document e-signed by Julie Parascondola Qparascondola@kentwa.gov) Signature Date:2023-06-01 -3:27:17 PM GMT-Time Source:server Q Agreement completed. 2023-06-01 -3:27:17 PM GMT Powered by r � Adobe T Acrobat Sign CERTIFICATE OF LIABILITY INSURANCE 08/31/2022' 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 1-612-333-3323 CONTACT NAME: Dawn Heinemann or Angela Whirley Brown & Brown Inc. PHONE FAX A/C No Ext: 612-333-3323 A/C No: 612-373-7270 E-MAIL eliorcerts@bbrown.com 80 South 8th Street ADDRESS: Suite 700 INSURER(S)AFFORDING COVERAGE NAIC# Minneapolis, MN 55402 INSURERA: SENTRY INS CO 24988 INSURED INSURERB: ACE PROP & CAS INS CO 20699 Elior, Inc DBA Elior North America SENTRY CAS CO 28460 A'Viands, LLC INSURERC: 300 S. Tryon Street, Suite 400 INSURERD: RSUI IND CO 22314 INSURER E: Charlotte, NC 28202 INSURERF: COVERAGES CERTIFICATE NUMBER: 66460025 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 A X COMMERCIAL GENERAL LIABILITY 9018840005 09/01/22 09/01/23 EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE OCCUR PREM SESOEa oNcur ence $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY❑ PRO- X❑ JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY 9018840004 (MA) 09/01/22 09/01/23 COMBINED SINGLE LIMIT $ Ea accident 3,000,000 A X ANY AUTO 9018840006 (VA) 09/01/22 09/01/23 BODILY INJURY(Per person) $ A OWNED SCHEDULED 9018840003 (AOS) 09/01/22 09/01/23 AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLA LIAB X OCCUR XEUG71175194005 09/01/22 09/01/23 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ A WORKERS COMPENSATION 9018840001 (AOS) 09/01/22 09/01/23 X STATUTE ER H AND EMPLOYERS'LIABILITY YIN C ANYPROPRIETOR/PARTNER/EXECUTIVE N/A 9018840002 (OR, WI) 09/01/22 09/01/23 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? IN I (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 $ A LIQUOR LIABILITY 9018840005 09/01/22 09/01/23 LIMIT 2,000,000 D Excess Auto Policy NHA099188 09/01/22 09/01/23 Each Occurance 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Mill Creek. City of Kent is additional insured as respects general and automobile liability policies where required by written contract subject to the policy(s) terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Kent THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 600 East Smith Street AUTHORIZED REPRESENTATIVE Kent, WA 98030 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ddebuhr 66460025 COMMERCIAL AUTO CA 80 07 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED BY CONTRACT OR AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. A. The Who Is An Insured provision of Covered Autos Liability Coverage is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. The status of an additional insured under this endorsement ends when your operations for that additional insured are completed. B. The most we will pay on behalf of the additional insured is the lesser of the amount payable under the Limit of Insurance for Covered Autos Liability Coverage or the amount of insurance required by the contract or agreement. C. Notwithstanding any requirement, term or condition of any contract or agreement with respect to which this endorsement may pertain, the insurance afforded to the additional insured is subject to all the terms, exclusions and conditions of the COMMERCIAL AUTO COVERAGE FORM to which this endorsement is attached. CA 80 07 06 18 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 9018840 with its permission. 09/06/2022 Sentry Insurance Company 1 00001 0000000000 22249 0 N 8b3bcf9b-9d87-4fa1-8772-f439edcdf3a0 COMMERCIAL GENERAL LIABILITY CG 71 24 06 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSUREDS, PRIMARY & NONCONTRIBUTORY, WAIVER OF SUBROGATION This endorsement modifies the coverage provided under the following Coverage Form(s): COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Coverage enhancements are listed below. For details of each coverage, please read the corresponding policy provisions in the body of this endorsement. 1. Additional Insureds -Automatic Status for 12 Additional Insured Types A. Automatic Status When Required In Written Contract Or Agreement (for Acts or Omissions In The Performance of Your Operations) B. Lessor of Leased Equipment C. Owners or Other Interests From Whom Land Has Been Leased D. Manager or Lessor of Premise E. Mortgagee, Assignee, or Receiver F. Controlling Interest G. Co-owner Of Insured Premises H. Executors, Administrators, Trustees Or Beneficiaries I. State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Relating To Premises J. Any Person Or Organization You Are Performing Work For K. Vendors L. Grantor of Franchise 2. Primary and Noncontributory-Other Insurance Condition 3. Waiver Of Transfer Of Rights Of Recovery Against Others To Us (Waiver Of Subrogation) - Automatic With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Additional Insureds -Automatic Status for 12 A. Automatic Status When Required In Written Additional Insured Types Contract Or Agreement (for Acts or Section II - Who Is An Insured is amended to Omissions In The Performance of Your include the following as additional insureds when Operations) you have agreed to add that person or 1) A person or organization with respect to organization as an Additional Insured on your liability for: policy in a written contract or written agreement a. "Bodily injury" or "property damage" with that person or organization, or because of a not included in the "products- permit issued by a state or political subdivision; completed operations hazard"; or provided the injury or damage occurs subsequent b. "Personal and advertising injury"; to the execution of the contract or agreement or issuance of the permit and while the contract, caused by, in whole or in part, your acts or agreement or permit remains in effect. omissions or the acts or omissions of those acting on your behalf in the performance of your operations. CG 7124 06 22 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 5 9018840 with its permission. 09/06/2022 Sentry Insurance Company 1 00003 0000000000 22249 0 N 8bb4b0b3-374f-4545-820-71dc81cb297a 2) With respect to insurance afforded to This exclusion applies even if the claims these additional insureds, the following against any insured allege negligence or additional exclusion applies: other wrongdoing in the supervision, This insurance does not apply to "bodily hiring, employment, training or injury", "property damage" or "personal monitoring of others by that insured, if and advertising injury" due to rendering of the "occurrence" which caused the or failure to render any professional "bodily injury" or "property damage", or service. This includes but is not limited to: the offense which caused the "personal a. Legal, accounting or advertising and advertising injury", involved the services; rendering of or failure to render any b. Preparing, approving, or failing to professional service. prepare or approve, maps, shop B. Lessor of Leased Equipment drawings, opinions, reports, surveys, 1) Any person(s) or organization(s) with field orders, change orders or drawings respect to liability for "bodily injury", or specifications; "property damage" or "personal and c. Inspection, supervision, quality control, advertising injury" caused, in whole or in architectural or engineering activities part, by your maintenance, operation or done by or for you on a project on use of equipment leased to you by such which you serve as construction person(s)or organization(s). manager; 2) With respect to the insurance afforded to d. Engineering services, including related these additional insureds, this insurance supervisory or inspection services; does not apply to any "occurrence" which e. Medical, surgical, dental, X-ray or takes place after the equipment lease nursing services treatment, advice or expires. instruction; C. Owners or Other Interests From Whom f. Any health or therapeutic service Land Has Been Leased treatment, advice or instruction; 1) Any person(s) or organization(s) with g. Any service, treatment, advice or respect to liability for "bodily injury", instruction for the purpose of "property damage" or "personal and appearance or skin enhancement, hair advertising injury" caused, in whole or in removal or replacement, or personal part, by you or those acting on your behalf grooming or therapy; in connection with the ownership, h. Any service, treatment, advice or maintenance or use of that part of the land instruction relating to physical fitness, leased to you by the additional insured including service, treatment, advice or person(s)or organization(s). instruction in connection with diet, 2) With respect to the insurance afforded to cardiovascular fitness, bodybuilding or these additional insureds, the following physical training programs; L Optometry or optical or hearing aid additional exclusions apply: services including the prescribing, This insurance does not apply to: preparation, fitting, demonstration or a. Any "occurrence" which takes place distribution of ophthalmic lenses and after you cease to lease that land; similar products or hearing aid devices; b. Structural alterations, new construction j. Body piercing services; or demolition operations performed by k. Services in the practice of pharmacy; or on behalf of the additional insured I. Law enforcement or firefighting person(s)or organization(s). services; and m. Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., CG 71 24 06 22 9018840 with its permission. 09/06/2022 Sentry Insurance Company D. Manager or Lessor of Premise I. State Or Governmental Agency Or Any person(s) or organization(s) with respect Subdivision Or Political Subdivision - to liability for "bodily injury", "property Permits Or Authorizations Relating To damage" or "personal and advertising injury" Premises caused, in whole or in part, by you or those Any state or governmental agency or acting on your behalf in connection with the subdivision or political subdivision, subject to ownership, maintenance or use of that part of the following additional provision: the premises leased to you by the additional This insurance applies only with respect to the insured person(s)or organization(s), subject to following hazards for which the state or the following additional exclusions: governmental agency or subdivision or This insurance does not apply to: political subdivision has issued a permit or 1) Any "occurrence" which takes place after authorization in connection with premises you you cease to be a tenant in that premises. own, rent or control and to which this 2) Structural alterations, new construction or insurance applies: demolition operations performed by or on 1) The existence, maintenance, repair, behalf of the person(s) or organization(s) construction, erection or removal of shown in the Schedule. advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, E. Mortgagee, Assignee, or Receiver manholes, marquees, hoist away openings, Any person(s) or organization(s) with respect sidewalk vaults, street banners or to their liability as mortgagee, assignee or decorations and similar exposures; or receiver and arising out of the ownership, 2) The construction, erection or removal of maintenance or use of a premises by you. elevators; or This insurance does not apply to structural 3) The ownership, maintenance or use of any alterations, new construction and demolition elevators covered by this insurance. operations performed by or for such additional insured person(s)or organization(s). J. Any Person Or Organization You Are Performing Work For F. Controlling Interest Any person(s) or organization(s) with respect 1) Any person(s) or organization(s) with to liability for "bodily injury", "property respect to their liability arising out of: damage" or "personal and advertising injury" a. Their financial control of you; or caused, in whole or in part, by your acts or b. Premises they own, maintain or control omissions or the acts or omissions of those while you lease or occupy these acting on your behalf: premises. 1) In the performance of your ongoing 2) This insurance does not apply to structural operations; or alterations, new construction and 2) In connection with your premises owned demolition operations performed by or for by or rented to you. that person or organization. K. Vendors G. Co-owner Of Insured Premises 1) Any person(s)or organization(s) (referred to Any person(s) or organization(s) with respect throughout this endorsement as vendor), to their liability as co-owner of a premises but only with respect to liability for "bodily coowned by you and covered under this injury" or "property damage" arising out of insurance. "your products" which are distributed or H. Executors, Administrators, Trustees Or sold in the regular course of the vendor's Beneficiaries business. Any executor, administrator, trustee or However: beneficiary of your estate or living trust while a. The insurance afforded to such vendor acting within the scope of their duties as such. only applies to the extent permitted by law; and CG 7124 06 22 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 5 9018840 with its permission. 09/06/2022 Sentry Insurance Company 3 00003 0000000000 22249 0 N 8bb4b0b3-374f-4545-820-71dc81cb297a b. If coverage provided to the vendor is 8) "Bodily injury" or"property damage" required by a contract or agreement, arising out of the sole negligence of the insurance afforded to such vendor the vendor for its own acts or will not be broader than that which you omissions or those of its employees are required by the contract or or anyone else acting on its behalf. agreement to provide for such vendor. However, this exclusion does not 2) With respect to the insurance afforded to apply to: these vendors, the following additional (1) The exceptions contained in exclusions apply: Subparagraphs d. or f.; or a. The insurance afforded the vendor (2) Such inspections, adjustments, does not apply to: tests or servicing as the vendor 1) "Bodily injury" or"property damage" has agreed to make or normally for which the vendor is obligated to undertakes to make in the usual pay damages by reason of the course of business, in assumption of liability in a contract connection with the distribution or agreement. This exclusion does or sale of the products. not apply to liability for damages b. This insurance does not apply to any that the vendor would have in the insured person or organization, from absence of the contract or whom you have acquired such agreement; products, or any ingredient, part or 2) Any express warranty unauthorized container, entering into, accompanying by you; or containing such products. 3) Any physical or chemical change in L. Grantor of Franchise the product made intentionally by Any person(s) or organization(s) with respect the vendor; to their liability as grantor of a franchise to you. 4) Repackaging, except when However: unpacked solely for the purpose of 1. The insurance afforded to such additional inspection, demonstration, testing, insureds only applies to the extent permitted or the substitution of parts under by law; and instructions from the manufacturer, and then repackaged in the original 2. If coverage provided to the additional insured container; is required by a contract or agreement, the 5) Any failure to make such insurance afforded to such additional insured will not be broader than that which you are inspections, adjustments, tests or required by the contract or agreement to servicing as the vendor has agreed to make or normally undertakes to provide for such additional insured. make in the usual course of With respect to the insurance afforded to these business, in connection with the additional insureds, the following is added to distribution or sale of the products; Section III - Limits Of Insurance: 6) Demonstration, installation, If coverage provided to the additional insured is servicing or repair operations, required by a contract or agreement, the most we except such operations performed will pay on behalf of the additional insured is the at the vendor's premises in amount of insurance: connection with the sale of the 1. Required by the contract or agreement; or product; 2. Available under the applicable limits of 7) Products which, after distribution or insurance; sale by you, have been labeled or whichever is less. relabeled or used as a container, part or ingredient of any other thing This endorsement shall not increase the or substance by or for the vendor; applicable limits of insurance. or If there is any difference in coverage afforded to an additional insured in this endorsement and Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc., CG 71 24 06 22 9018840 with its permission. 09/06/2022 Sentry Insurance Company that provided under another additional insured any other insurance available to the additional endorsement attached to this policy, the broader insured. coverage will apply to that additional insured. 3. Waiver Of Transfer Of Rights Of Recovery 2. Primary And Noncontributory Insurance Against Others To Us (Waiver Of Subrogation) - The following is added to the Other Insurance Automatic Condition and supersedes any provision to the The following is added to Paragraph 8. Transfer contrary: Of Rights Of Recovery Against Others To Us of This insurance is primary to and will not seek Section IV- Conditions: contribution from any other insurance available to We waive any right of recovery against any an additional insured under your policy provided person or organization, because of any payment that: we make under this Coverage Part, to whom the (1) The additional insured is a Named Insured insured has waived its right of recovery in a under such other insurance; and written contract or agreement. Such waiver by us applies only to the extent that the insured has (2) You have agreed in writing in a contract or waived its right of recovery against such person agreement that this insurance would be or organization prior to loss. primary and would not seek contribution from CG 7124 06 22 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 5 9018840 with its permission. 09/06/2022 Sentry Insurance Company 5 00003 0000000000 22249 0 N 8bb4b0b3-374f-4545-820-71dc81cb297a