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CAG2024-113 - Original - JayRay Ads & PR, Inc. - Visit Kent Leisure Tourism Marketing Campaign - 03/07/2024
FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form Dir Asst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (optional) W A S H I N G T O N (Print on pink or cherry colored paper) Originator: Department: Rhonda Bylin ECD Date Serer Date Required: 0 02/23/2024 2/27/2024 Q Authorized to Sign: Date of Council Approval: Q Director or Designee ✓ WayJ6 2/20/2024 Budqet Account Number: Grant?[DYes oNo 13001315.64190.1270 Budget?oYesE]No Type: Local Vendor Name: Category: Jay Ray Ads & PR Grant: Non-Real Property Vendor Number: Sub-Category: 34024 Original O Project Name: Visit Kent Leisure Tourism Marketing Campaign w/JayRay E O Project Details:Awardee was City of Kent Economic Development Division c O Agreement Amount: � 153,964.0� Basis for Selection of Contrac Other E *Memo to Mayor must be attached Start Date: Termination Date: February 28, 2025 Q No* If meets requirements per Exceptions"formonCityspoce. Local Business?�Yesr Business License Verification:1-1 Yes Elln-Process Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number. F—]YesrNo CAG2024- 113 Comments: C a:+ 3 ` J _ � N •> i pOC Date Received by City Attorney: 2/23/24 Im Date Routed to the Mayor's Office: 3/4/24 ;Z Date Routed to the City Clerk's Office: 3/8/24 aaccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.200821 .00�0�. KENT WISHINGTON CONSULTANT SERVICES AGREEMENT between the City of Kent and JayRay Ads & PR, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and JayRay Ads & PR, Inc. organized under the laws of the State of Washington, located and doing business at 1102 A Street - #31,Tacoma WA 98042, (253) 627-9128 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Website content and maintenance, social media outreach, marketing services, media relations services, video and photography services, and project management related to new content and geolocation marketing campaigns, as described in the attached Exhibit A. The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by February 28, 2025. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed one hundred fifty three thousand nine hundred and sixty four dollars ($153,964.00), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant 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. C. Card Payment Program. The Consultant 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 Consultant. If the Consultant voluntarily participates in this Program, the Consultant will be solely responsible CONSULTANT SERVICES AGREEMENT - 1 (Over$20,000) for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant 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. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of the Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. 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 Consultant 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 Consultant due to a force majeure event. CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) 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 Consultant 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 Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's 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 Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then the Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. XI. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant 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 Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII 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 Consultant. CONSULTANT SERVICES AGREEMENT - 4 (Over$20,000) G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Consultant'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 Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. CONSULTANT SERVICES AGREEMENT - 5 (Over$20,000) K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY OF KENT: By:- By — --- — Print Name: Bridget Baeth Print Name: Dana Ralph Its Principal and Senior Advisor Its Mayor DATE: February 23, 2024 DATE: 03/07/2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Bridget Baeth Michelle Wilmot JayRay Ads & PR, Inc. City of Kent 1102 A Street, #300 220 Fourth Avenue South Tacoma, WA 98042 Kent, WA 98032 (253) 627-9128 (telephone) (253) 856-5708 (telephone) BBaeth@JayRay.com (email) MWilmot@Kentwa.gov (email) APPROVED AS TO FORM: 4- Kent Law Department ATTEST: L;u 6M4 Kent City Clerk [In this field,you may enter the electronic filepath where the contract has been saved] CONSULTANT SERVICES AGREEMENT - 6 (Over$20,000) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 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) 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. By: — For: JayRay Title: Principal and Senior Advisor Date: February 23, 2024 EEO COMPLIANCE DOCUMENTS - 4 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 Exhibit A: 2024 Scope of Work and Budget 2024 Destination Marketing Proposal Content)WEBSITE SERVICES(Hosting,Maintenance& ..- Perform website maintenance and content updates to include events calendar,hotel/business listings,homepage banners, packages and deals.Update graphics and images seasonally. Write one blog per quarter(4).Includes up to one round of revision. Develop two new website pages to include content on Kent's cultural diversity and business travel,including key message updates on homepage.Covers research,writing and publishing to site,with one round of revision. Annual hosting,domain,software and plug-in subscriptions*These are third-party costs not controlled by JayRay. Budget reflects current pricing Annual technical support plan includes resolution of bugs/errors,uptime monitoring,fast website restore(when down), necessarytheme and plug-in updates. SUBTOTAL $19,420 SOCIAL ..- Update social media strategy and social bios/graphics(cover/banner/highlight images)to reflect focus area: cultural diversity and business travel.Includes tone/voice guide,strategy,channel,frequency,key messages and 12-month editorial content calendar/plan. Write social media content and post 3 times per week on Instagram and Facebook.Reshare partner posts on IG Stories. Community management and engagement on Instagram and Facebook(schedule/post content,grow followers, respond to posts and proactively engage,upload events,curate photos from followers). Boost social media posts to drive website visits to VisitKent.com.Includes$200 per blog(4)and$10 per social media post($156). SUBTOTAL $28,030 JAYRAYA PLACE TO THINK VISIT KENT 34 2024 Destination Marketing Proposal MARKETING SERVICES ..- Lead in-person workshop(1.5 hrs.)with hoteliers and key partners to identify business travel market,trends and advantages to guide marketing strategyfor 2024.Workshop includes facilitation,workshop materials and summary of findings. Based on findings,craft high-level strategy including audience,goals,tactics and schedule. Geolocation data subscription(12 months)with Datafy to track visitors from 50+miles away.Includes 5 clusters,dozens of geofenced points of interests(hotels,sports,outdoor recreation,shopping,downtown,parks,corporate businesses)and quarterly measurement report. Develop creative brief and campaign concepts(2)for geolocation marketing ad campaign.Includes design and ad copy. Finalize selected concept into HTML-5 ads in up to 8 sizes.Draft campaign landing page copy and publish. Ad allowance for geolocation marketing campaign(using geolocation data)to target past/look-alike audiences, while serving ads in destination.Focus on business travelers in 2024. Geolocation data analysis/management(monthly meetings w/Datafy),POI updates(adding more corporate business locations),quarterly reporting(4)and annual report to compare YOY(1). State of Washington Tourism-Partner City Membership(includes Datafy discounted rates) SUBTOTAL $55,602 JAYRAY A PLACE TO THINK VISIT KENT 35 2024 Destination Marketing Proposal MEDIA RELATIONS SERVICES Budget Craft media invite to bring 4-6 foodie writer/influencers on a Kent global food tour.Includes media list development, partnering with local businesses orfood tour company.Includes one JayRayer on site for tour. Bring 3 content partners/influencers to Kent(people who match the diversity of Kent businesses/residents)to develop stories/images and share with their followers through blogs,social media and/or Visit Kent blog as guest writer. Includes identification,invitation,contract,trip coordination and summary of results. Cision media database subscription(media lists,coverage monitoring) Media hosting allowance(to cover PR/travel writers overnight stays in hotels and content creation) SUBTOTAL $10,830 PROJECT . . Budget Develop project work plans,track goals and provide quarterly reports(4)of services provided and annual report. Quarterly project status calls(4,1 hr.)with client.Includes agenda and update. Present progress report to LTAC in person(2 meetings per year). SUBTOTAL $16,662 JAYRAY A PLACE TO THINK VISIT KENT 36 2024 Destination Marketing Proposal CREATIVE SERVICES . . : Photography) Budget Develop videos(6)and image library(up to 600 images)to support greater economic development through increased business: Develop creative brief and video concepts(2)and review with client.Finalize selected direction.Currently planning for cultural diversity(4 videos)and business travel(2 videos). Create storyboards,shot lists and scripts for videos/image library.No narration. Craft film schedule,find volunteer models and coordinate with local businesses.Includes model releases. Conduct video/photo shoot including drone(on site,six half-days,up to 3 locations per shoot/18 locations total).Includes videographer/photographer and activities allowance to cover food/activity expense. Source stock music(6 total tracks). Video editing for 6,30-second video spots and 6,15-second shortened spots for social media.Photo editing for up to 600 images,includes full-rights/use.(Videos to be used across website,social and advertising).Includes one round of edits per video,from client. SUBTOTAL $23,420 TOTAL BUDGET $153,964 JAYRAYA PLACE TO THINK VISIT KENT 37 2024 Destination Marketing Proposal IRECOMMENDEDADD-ON SERVICES TO SUPPORT REFRESHED STRATEGY Budget Create Kent teaser brochure for hotel distribution,promoting cultural experiences and local restaurants to convert business travelers into leisure travelers.Provide brochures to Kent's Economic Development team for meeting with corporate $6,120 HQs.Print allowance of$2,000 for 20,000 brochures.Client to provide to hotels. Ad allowance for two-month Expedia hotel campaign during shoulder season.Includes writing landing page content on $16,160 Expedia website,designing ads(up to 8 sizes)and vendor management and report. Video translation allowance for two additional languages(other than English)for text overlays in up to 6 videos. $1,800 Promotion allowance to reach video target audiences across web/social($500 per video). $3,600 Pitch business/meetings magazines story ideas of Kent as a business travel destination.Includes development of media list $4,040 and one story per quarter. SUBTOTAL,ADD-ONS $31,720 TOTAL BUDGET WITH ADD-ONS $185,684 JAYRAYA PLACE TO THINK VISIT KENT 38 Budget Allocation by Marketing Program 2024 2024 $153,964 Media Project Relat' Management 2023 11% $1 11,000 Website 13% Marketing 37% = outside costs 36% 111 ($56,302 of the$153,964 budget) Social pass-through,hard costs: Media Website:$4,100 18% Social media: $2,800 Video + Marketing:$40,602 Photography Media relations:$5,800 15% • Video&photo:$3,000 JAYRAYAPLACETOTHINK VISIT KENT 39 EXHIBIT B INSURANCE REQUIREMENTS FOR LTAC GRANT AGREEMENT Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/01/2023 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 Brittany Allen NAME: Brown&Brown of Washington,Inc. HONN Ext: (206)956-1600 A No: (206)956-9600 701 Fifth Ave Ste 550 E-MAIL Brittany.Allen@bbrown.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Seattle WA 98104 INSURERA: The Travelers Indemnity Company of Connecticut 25682 INSURED INSURER B: Travelers Property Casualty Company of America 25674 Jayray Ads&Pr,Inc. INSURERC: Atlantic Specialty Insurance Company 535 Dock Street,Suite 205 INSURER D: INSURER E: Tacoma WA 98402 INSURER F: COVERAGES CERTIFICATE NUMBER: 23 Master BlktAll Cov REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oecE ante $ 300,000 MED EXP(Any one person) $ 5,000 A Y 6801D925560 05/19/2023 05/19/2024 PERSONAL&ADV INJURY $ 1,000,000 GEN-LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY ❑ PRO- OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Included Ea accident ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 6801 D925560 05/19/2023 05/19/2024 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY /� AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 B EXCESS LIAB CLAIMS-MADE CUP5F34278A 05/19/2023 05/19/2024 AGGREGATE $ 1,000,000 DED I X RETENTION $ 5,000 Follow Form $ WORKERS COMPENSATION PER 1 Y/N OTH- WA Stop Gap AND EMPLOYERS'LIABILITY STATUTE X ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 A ❑OFFICER/MEMBER EXCLUDED? N/A 6801 D925560 05/19/2023 05/19/2024 (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 $ E Media Professional Liability ach Claim $2,000,000 C MEP-29904-23 05/19/2023 05/19/2024 Aggregate $2,000,000 Retention $25,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 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(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00407562 LOC#: ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Brown&Brown of Washington,Inc. Jayray Ads&Pr,Inc. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance:Notes Additional Insured: City of Kent But only to the extent of the policy language and endorsements. ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1) The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence" that takes place what is and is not covered. in the "coverage territory"; Throughout this policy the words "you" and "your" refer (2) The "bodily injury" or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and (3) Prior to the policy period, no insured listed "our" refer to the company providing this insurance. under Paragraph 1. of Section II — Who Is The word "insured" means any person or organization An Insured and no "employee" authorized qualifying as such under Section II — Who Is An by you to give or receive notice of an Insured. "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, Other words and phrases that appear in quotation in whole or in part. If such a listed insured marks have special meaning. Refer to Section V — or authorized "employee" knew, prior to the Definitions. policy period, that the "bodily injury" or "property damage" occurred, then any SECTION I —COVERAGES continuation, change or resumption of such COVERAGE A — BODILY INJURY AND PROPERTY "bodily injury" or "property damage" during DAMAGE LIABILITY or after the policy period will be deemed to have been known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" which a. We will pay those sums that the insured occurs during the policy period and was not, becomes legally obligated to pay as damages prior to the policy period, known to have because of"bodily injury" or "property damage" occurred by any insured listed under Paragraph to which this insurance applies. We will have 1. of Section II — Who Is An Insured or any the right and duty to defend the insured against "employee" authorized by you to give or receive any "suit" seeking those damages. However, notice of an "occurrence" or claim, includes any we will have no duty to defend the insured continuation, change or resumption of that against any "suit" seeking damages for "bodily "bodily injury" or "property damage" after the injury" or "property damage" to which this end of the policy period. insurance does not apply. We may, at our discretion, investigate any "occurrence" and d. "Bodily injury" or "property damage" will be settle any claim or"suit" that may result. But: deemed to have been known to have occurred at the earliest time when any insured listed (1) The amount we will pay for damages is under Paragraph 1. of Section II — Who Is An limited as described in Section III — Limits Insured or any "employee" authorized by you to Of Insurance; and give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of (1) Reports all, or any part, of the "bodily insurance in the payment of judgments or injury" or "property damage" to us or any settlements under Coverages A or B or other insurer; medical expenses under Coverage C. No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the bodily explicitly provided for under Supplementary injury or property damage"; or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage" only if: occurred or has begun to occur. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include (3) Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages. any time from the "bodily injury". This exclusion applies only if you are in the 2. Exclusions business of manufacturing, distributing, selling, This insurance does not apply to: serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a a. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury" or "property damage" expected or premises, for consumption on your premises, intended from the standpoint of the insured. whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury" required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property. furnishing alcoholic beverages. b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury" or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages: e. Employer's Liability (1) That the insured would have in the absence "Bodily injury" to: of the contract or agreement; or (1) An "employee" of the insured arising out of (2) Assumed in a contract or agreement that is and in the course of: an "insured contract", provided that the "bodily injury" or "property damage" occurs (a) Employment by the insured; or subsequent to the execution of the contract (b) Performing duties related to the or agreement. Solely for the purposes of conduct of the insured's business; or liability assumed in an "insured contract", (2) The spouse, child, parent, brother or sister reasonable attorneys' fees and necessary of that "employee" as a consequence of litigation expenses incurred by or for a party Paragraph (1) above. other than an insured will be deemed to be damages because of "bodily injury" or This exclusion applies whether the insured may "property damage", provided that: be liable as an employer or in any other capacity and to any obligation to share damages with or (a) Liability to such party for, or for the repay someone else who must pay damages cost of, that party's defense has also because of the injury. been assumed in the same "insured contract"; and This exclusion does not apply to liability assumed by the insured under an "insured (b) Such attorneys' fees and litigation contract". expenses are for defense of that party against a civil or alternative dispute f. Pollution resolution proceeding in which (1) "Bodily injury" or "property damage" arising damages to which this insurance out of the actual, alleged or threatened applies are alleged. discharge, dispersal, seepage, migration, c. Liquor Liability release or escape of"pollutants": "Bodily injury" or "property damage" for which (a) At or from any premises, site or any insured may be held liable by reason of: location which is or was at any time owned or occupied by, or rented or (1) Causing or contributing to the intoxication loaned to, any insured. However, this of any person; subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (i) "Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests; operating fluids escape from a (i i) "Bodily injury" or "property vehicle part designed to hold, store damage" for which you may be or receive them. This exception held liable, if you are a contractor does not apply if the bodily injury" or "property damage" arises out of and the owner or lessee of such the intentional discharge, dispersal premises, site or location has been or release of the fuels, lubricants added to your policy as an or other operating fluids, or if such additional insured with respect to fuels, lubricants or other operating your ongoing operations performed for that additional insured at that fluids are brought on or to thepremises, site or location with the premises, site or location and such intent that they be discharged, premises, site or location is not dispersed or released as part of and never was owned or occupied the operations being performed by by, or rented or loaned to, any such insured, contractor or insured, other than that additional subcontractor; insured; or (iii) "Bodily injury" or "property (i i) "Bodily injury" or "property damage" arising out of heat, damage" sustained within a smoke or fumes from a "hostile building and caused by the release fire"; of gases, fumes or vapors from (b) At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal, by a contractor or subcontractor; or processing or treatment of waste; (c) If such "pollutants" are or were at any (iii) "Bodily injury" or "property time transported, handled, stored, damage" arising out of heat, treated, disposed of, or processed as smoke or fumes from a "hostile fire waste by or for: , or (i) Any insured; or (e) At or from any premises, site or (ii) Any person or organization for location on which any insured or any whom you may be legally contractors or subcontractors working responsible; directly or indirectly on any insured's behalf are or were at any time (d) At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in any directly or indirectly on any insured's way respond to, or assess the effects behalf are performing operations if the of, "pollutants". "pollutants" are brought on or to the premises, site or location in connection (2) Any loss, cost or expense arising out of with such operations by such insured, any: contractor or subcontractor. However, this subparagraph does not apply to: (a) Request, demand, order or statutory or regulatory requirement that any insured (i) "Bodily injury" or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of, "pollutants"; or CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating, detoxifying or neutralizing, or in any (6) An aircraft that is: way responding to, or assessing the (a) Chartered with a pilot to any insured; effects of, "pollutants". (b) Not owned by any insured; and g. Aircraft, Auto Or Watercraft (c) Not being used to carry any person or "Bodily injury" or "property damage" arising out property for a charge. of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or h. Mobile Equipment watercraft owned or operated by or rented or "Bodily injury" or "property damage" arising out loaned to any insured. Use includes operation of: and "loading or unloading". (1) The transportation of "mobile equipment" This exclusion applies even if the claims by an "auto" owned or operated by or against any insured allege negligence or other rented or loaned to any insured; or wrongdoing in the supervision, hiring, (2) The use of "mobile equipment" in, or while employment, training or monitoring of others by that insured, if the "occurrence" which caused in practice for, or while being prepared for, any prearranged racing, speed, demolition, the "bodily injury" or"property damage" involved the ownership, maintenance, use or or stunting activity entrustment to others of any aircraft, "auto" or i. War watercraft that is owned or operated by or "Bodily injury" or "property damage" arising out rented or loaned to any insured. of: This exclusion does not apply to: (1) War, including undeclared or civil war; (1) A watercraft while ashore on premises you (2) Warlike action by a military force, including own or rent; action in hindering or defending against an (2) A watercraft you do not own that is: actual or expected attack, by any government, sovereign or other authority (a) 50 feet long or less; and using military personnel or other agents; or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental (3) Parking an "auto" on, or on the ways next authority in hindering or defending against to, premises you own or rent, provided the any of these. "auto" is not owned by or rented or loaned j, Damage To Property to you or the insured; "Property damage"to: (4) Liability assumed under any "insured contract" for the ownership, maintenance or (1) Property you own, rent, or occupy, use of aircraft or watercraft; including any costs or expenses incurred by you, or any other person, organization or (5) "Bodily injury" or "property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance (a) The operation of machinery or of such property for any reason, including equipment that is attached to, or part prevention of injury to a person or damage of, a land vehicle that would qualify as to another's property; "mobile equipment" under the definition (2) Premises you sell, give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility law, or other motor vehicle insurance (3) Property loaned to you; law, where it is licensed or principally (4) Personal property in the care, custody or garaged; or control of the insured; Page 4 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if the "property damage" arises out of those n. Recall Of Products, Work Or Impaired operations; or Property (6) That particular part of any property that Damages claimed for any loss, cost or expense must be restored, repaired or replaced incurred by you or others for the loss of use, because "your work" was incorrectly withdrawal, recall, inspection, repair, performed on it. replacement, adjustment, removal or disposal of: Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate (1) "Your product"; limit of insurance applies to "premises damage" (2) "Your work"; or as described in Paragraph 6. of Section III — Limits Of Insurance. (3) "Impaired property"; Paragraph (2) of this exclusion does not apply if if such product, work, or property is withdrawn the premises are "your work" and were never or recalled from the market or from use by any occupied, rented or held for rental by you. person or organization because of a known or suspected defect, deficiency, inadequacy or Paragraphs (3), (4), (5) and (6) of this dangerous condition in it. exclusion do not apply to liability assumed under a sidetrack agreement. o. Personal And Advertising Injury Paragraph (6) of this exclusion does not apply "Bodily injury" arising out of "personal and to property damage Included in the products- advertising injury". completed operations hazard". p. Electronic Data k. Damage To Your Product Damages arising out of the loss of, loss of use "Property damage" to "your product" arising out of, damage to, corruption of, inability to access, of it or any part of it. or inability to manipulate "electronic data". I. Damage To Your Work However, this exclusion does not apply to liability for damages because of"bodily injury". "Property damage" to "your work" arising out of it or any part of it and included in the "products- q• Unsolicited Communication completed operations hazard". "Bodily injury" or "property damage" arising out This exclusion does not apply if the damaged of any actual or alleged violation of any law that work or the work out of which the damage restricts or prohibits the sending, transmitting arises was performed on your behalf by a or distributing of"unsolicited communication". subcontractor. r. Access Or Disclosure Of Confidential Or m. Damage To Impaired Property Or Property Personal Information Not Physically Injured "Bodily injury" or "property damage" arising out "Property damage" to "impaired property" or of any access to or disclosure of any person's property that has not been physically injured, or organization's confidential or personal arising out of: information. (1) A defect, deficiency, inadequacy or s. Asbestos dangerous condition in "your product" or (1) "Bodily injury" or "property damage" arising "your work"; or out of the actual or alleged presence or (2) A delay or failure by you or anyone acting actual, alleged or threatened dispersal of on your behalf to perform a contract or asbestos, asbestos fibers or products agreement in accordance with its terms. containing asbestos, provided that the This exclusion does not apply to the loss of use "bodily injury" or "property damage" is of other property arising out of sudden and caused or contributed to by the hazardous properties of asbestos. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or "property damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph (a), (b),or(c) above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including smoke, vapors, and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part of any claim or because of the "bodily injury". "suit" which also alleges any "bodily injury" Exclusions c. through n. do not apply to "premises or "property damage" described in damage". A separate limit of insurance applies to Paragraph (1) above. "premises damage" as described in Paragraph 6. of (3) Any loss, cost or expense arising out of Section III — Limits Of Insurance. any: COVERAGE B— PERSONAL AND ADVERTISING (a) Request, demand, order or statutory or INJURY LIABILITY regulatory requirement that any insured 1. Insuring Agreement or others test for, monitor, clean up, a. We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or in any way respond to, or because of "personal and advertising injury" to assess the effects of, asbestos, which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will (b) Claim or suit by or on behalf of any have no duty to defend the insured against any governmental authority or any other "suit" seeking damages for "personal and person or organization because of advertising injury" to which this insurance does testing for, monitoring, cleaning up, not apply. We may, at our discretion, removing, containing, treating, investigate any offense and settle any claim or suit that may result. But: detoxifying or neutralizing, or in any way responding to, or assessing the (1) The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III — Limits products containing asbestos. Of Insurance, and t. Employment-Related Practices (2) Our right and duty to defend end when we "Bodily injury" to: have used up the applicable limit of insurance in the payment of judgments or (1) A person arising out of any: settlements under Coverages A or B or (a) Refusal to employ that person; medical expenses under Coverage C. (b) Termination of that person's No other obligation or liability to pay sums or employment; or perform acts or services is covered unless (c) Employment-related practice, policy, explicitly provided for under Supplementary act or omission, such as coercion, Payments. demotion, evaluation, reassignment, b. This insurance applies to "personal and discipline, failure to promote or advertising injury" caused by an offense arising advance, harassment, humiliation, out of your business but only if the offense was discrimination, libel, slander, violation committed in the "coverage territory" during the of the person's right of privacy, policy period. malicious prosecution or false arrest, 2 Exclusions detention or imprisonment applied to or directed at that person, regardless of This insurance does not apply to: whether such practice, policy, act or a. Knowing Violation Of Rights Of Another omission occurs, is applied or is "Personal and advertising injury" caused by or committed before, during or after the at the direction of the insured with the time of that person's employment; or knowledge that the act would violate the rights (2) The spouse, child, parent, brother or sister of another and would inflict "personal and of that person as a consequence of "bodily advertising injury". injury" to that person at whom any of the Page 6 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal against a civil or alternative dispute injury" caused by malicious prosecution. resolution proceeding in which b. Material Published With Knowledge Of damages to which this insurance Falsity applies are alleged. "Personal and advertising injury" arising out of f. Breach Of Contract oral or written publication, including publication "Advertising injury" arising out of a breach of by electronic means, of material, if done by or at contract. the direction of the insured with knowledge of its falsity. g. Quality Or Performance Of Goods - Failure To Conform To Statements c. Material Published Or Used Prior To Policy Period Advertising injury arising out of the failure of goods, products or services to conform with (1) "Personal and advertising injury" arising out any statement of quality or performance made of oral or written publication, including in your"advertisement". publication by electronic means, of material h. Wrong Description Of Prices whose first publication took place before the beginning of the policy period; or Advertising injury arising out of the wrong description of the price of goods, products or (2) "Advertising injury" arising out of services stated in your"advertisement". infringement of copyright, "title" or "slogan" in your "advertisement" whose first i. Intellectual Property infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period. any of the following rights or laws, or any other "personal and advertising injury" alleged in any d. Criminal Acts claim or "suit" that also alleges any such "Personal and advertising injury" arising out of a infringement or violation: criminal act committed by or at the direction of (1) Copyright, the insured. e. Contractual Liability (2) Patent, "Personal and advertising injury" for which the (3) Trade dress; insured has assumed liability in a contract or (4) Trade name, agreement. This exclusion does not apply to (5) Trademark, liability for damages: (6) Trade secret; or (1) That the insured would have in the absence (7) Other intellectual property rights or laws. of the contract or agreement; or (2) Because of "personal injury" assumed by This exclusion does not apply to: you in a contract or agreement that is an (1) "Advertising injury" arising out of any actual "insured contract", provided that the or alleged infringement or violation of "personal injury" is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your"advertisement"; or the contract or agreement. Solely for the purposes of liability assumed by you in an (2) Any other "personal and advertising injury" "insured contract", reasonable attorneys' alleged in any claim or "suit" that also fees and necessary litigation expenses alleges any such infringement or violation incurred by or for a party other than an of another's copyright, "title" or "slogan" in insured will be deemed to be damages your"advertisement". because of"personal injury", provided that: j, Insureds In Media And Internet Type (a) Liability to such party for, or for the Businesses cost of, that party's defense has also "Personal and advertising injury" caused by an been assumed by you in the same offense committed by an insured whose "insured contract"; and business is: (b) Such attorneys' fees and litigation expenses are for defense of that party (1) Advertising, "broadcasting" or publishing; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of neutralizing, or in any way responding to,or websites for others; or assessing the effects of, "pollutants". (3) An Internet search, access, content or o. War service provider. "Personal and advertising injury" arising out of: However, this exclusion does not apply to (1) War, including undeclared or civil war; Paragraphs a.(1), (2) and (3) of the definition of "personal injury". (2) Warlike action by a military force, including For the purposes of this exclusion: action in hindering or defending against an actual or expected attack, by any (1) Creating and producing correspondence government, sovereign or other authority written in the conduct of your business, using military personnel or other agents; or bulletins, financial or annual reports, or newsletters about your goods, products or (3) Insurrection, rebellion, revolution, usurped services will not be considered the power, or action taken by governmental business of publishing; and authority in hindering or defending against any of these. (2) The placing of frames, borders or links, or p, Unsolicited Communication advertising, for you or others anywhere on the Internet will not, by itself, be considered "Personal and advertising injury" arising out of the business of advertising, "broadcasting" any actual or alleged violation of any law that or publishing. restricts or prohibits the sending, transmitting or distributing of"unsolicited communication". k. Electronic Chatrooms Or Bulletin Boards q. Access Or Disclosure Of Confidenital Or "Personal and advertising injury" arising out of Personal Information an electronic chatroom or bulletin board the insured hosts or owns, or over which the "Personal and advertising injury" arising out of insured exercises control. any access to or disclosure of any person's or organization's confidential or personal I. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury" arising out of (1) "Personal and advertising injury" arising out the unauthorized use of another's name or of the actual or alleged presence or actual, product in your e-mail address, domain name or alleged or threatened dispersal of asbestos, metatag, or any other similar tactics to mislead asbestos fibers or products containing another's potential customers. asbestos, provided that the "personal and m. Pollution advertising injury" is caused or contributed "Personal and advertising injury" arising out of to by the hazardous properties of asbestos. the actual, alleged or threatened discharge, (2) "Personal and advertising injury" arising out dispersal, seepage, migration, release or of the actual or alleged presence or actual, escape of"pollutants" at any time. alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or n. Pollution-Related contaminant, including smoke, vapors, Any loss, cost or expense arising out of any: soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or (1) Request, demand, order or statutory or regulatory requirement that an insured or suit which also alleges any personal and g ry q y advertising injury described in Paragraph others test for, monitor, clean up, remove, (1) above. contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects (3) Any loss, cost or expense arising out of of, "pollutants"; or any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos, (3) Because of your operations; asbestos fibers or products containing provided that: asbestos; or (a) The accident takes place in the "coverage (b) Claim or suit by or on behalf of any territory" and during the policy period; governmental authority or any other person or organization because of (b) The expenses are incurred and reported to testing for, monitoring, cleaning up, us within one year of the date of the removing, containing, treating, accident; and detoxifying or neutralizing, or in any (c) The injured person submits to examination, way responding to, or assessing the at our expense, by physicians of our choice effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos. b. We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the "Personal injury"to: applicable limit of insurance. We will pay reasonable expenses for: (1) A person arising out of any: (1) First aid administered at the time of an (a) Refusal to employ that person; accident; (b) Termination of that person's (2) Necessary medical, surgical, X-ray and employment; or dental services, including prosthetic (c) Employment-related practice, policy, devices; and act or omission, such as coercion, (3) Necessary ambulance, hospital, demotion, evaluation, reassignment, professional nursing and funeral services. discipline, failure to promote or 2. Exclusions advance, harassment, humiliation, discrimination, libel, slander, violation We will not pay expenses for"bodily injury": of the person's right of privacy, a. Any Insured malicious prosecution or false arrest, To any insured, except"volunteer workers". detention or imprisonment applied to or directed at that person, regardless of b. Hired Person whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, during or after the time of that person's employment; or c. Injury On Normally Occupied Premises (2) The spouse, child, parent, brother or sister To a person injured on that part of premises of that person as a consequence of you own or rent that the person normally "personal injury" to that person at whom occupies. any of the employment-related practices d. Workers' Compensation And Similar Laws described in Paragraph (a), (b), or (c) To a person, whether or not an "employee" of above is directed. any insured, if benefits for the "bodily injury" are This exclusion applies whether the insured may payable or must be provided under a workers' be liable as an employer or in any other capacity compensation or disability benefits law or a and to any obligation to share damages with or similar law. repay someone else who must pay damages e. Athletics Activities because of the "personal injury". To a person injured while practicing, instructing COVERAGE C—MEDICAL PAYMENTS or participating in any physical exercises or 1. Insuring Agreement games, sports, or athletic contests. a. We will pay medical expenses as described f. Products-Completed Operations Hazard below for "bodily injury" caused by an accident: Included within the "products-completed (1) On premises you own or rent; operations hazard". (2) On ways next to premises you own or rent; g• Coverage A Exclusions or Excluded under Coverage A. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured 1. We will pay, with respect to any claim we contract"; investigate or settle, or any "suit" against an insured d. The allegations in the "suit" and the information we defend: we know about the "occurrence" or offense are such that no conflict appears to exist between a. All expenses we incur. the interests of the insured and the interests of b. Up to $2,500 for the cost of bail bonds required the indemnitee; because of accidents or traffic law violations e. The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds. we can assign the same counsel to defend the c. The cost of bonds to release attachments, but insured and the indemnitee; and only for bond amounts within the applicable limit f. The indemnitee: of insurance. We do not have to furnish these (1) Agrees in writing to: bonds. d. All reasonable expenses incurred by the (a) Cooperate with us in the investigation, insured at our request to assist us in the settlement or defense of the "suit"; investigation or defense of the claim or "suit", (b) Immediately send us copies of any including actual loss of earnings up to $500 a demands, notices, summonses or legal day because of time off from work. papers received in connection with the e. All court costs taxed against the insured in the "suit"; "suit". However, these payments do not include (c) Notify any other insurer whose attorneys' fees or attorneys' expenses taxed coverage is available to the indemnitee; against the insured. and f. Prejudgment interest awarded against the (d) Cooperate with us with respect to insured on that part of the judgment we pay. If coordinating other applicable insurance we make an offer to pay the applicable limit of available to the indemnitee; and insurance, we will not pay any prejudgment i (2) Provides us with written authorization to: interest based on that period of time after the offer. (a) Obtain records and other information related to the "suit"; and g. All interest on the full amount of any judgment that accrues after entry of the judgment and (b) Conduct and control the defense of the before we have paid, offered to pay, or indemnitee in such "suit". deposited in court the part of the judgment that So long as the above conditions are met, attorneys' is within the applicable limit of insurance. fees incurred by us in the defense of that These payments will not reduce the limits of indemnitee, necessary litigation expenses incurred insurance. by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as 2. If we defend an insured against a "suit" and an Supplementary Payments. Notwithstanding the indemnitee of the insured is also named as a party provisions of Paragraph 2.b.(2) of Section I — to the "suit", we will defend that indemnitee if all of Coverages — Coverage A — Bodily Injury And the following conditions are met: Property Damage Liability or Paragraph 2.e. of a. The "suit" against the indemnitee seeks Section I — Coverages — Coverage B — Personal damages for which the insured has assumed And Advertising Injury Liability, such payments will the liability of the indemnitee in a contract or not be deemed to be damages for "bodily injury", agreement that is an "insured contract"; "property damage" or "personal injury", and will not reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: Page 10 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY a. We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph f. above, sister of that co-"employee" or are no longer met. "volunteer worker" as a consequence SECTION II—WHO IS AN INSURED of Paragraph (1)(a) above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole owner. of the injury described in Paragraph b. A partnership or joint venture, you are an (1)(a) or(b) above; or insured. Your members, your partners, and (d) Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an insured. Unless you are in the business or Your members are also insureds, but only with occupation of providing professional health respect to the conduct of your business. Your care services, Paragraphs (1)(a), (b), (c) managers are insureds, but only with respect to and (d) above do not apply to "bodily injury" their duties as your managers. arising out of providing or failing to provide d. An organization other than a partnership, joint first aid or "Good Samaritan services" by venture or limited liability company, you are an any of your "employees" or "volunteer insured. Your "executive officers" and directors workers", other than an employed or volunteer doctor. Any such employees or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: (2) "Property damage"to property: a. Your "volunteer workers" only while performing (a) Owned, occupied or used by; duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control is being exercised for any other than a partnership, joint venture or limited purpose by; liability company) or your managers (if you are a limited liability company), but only for acts you, any of your "employees", "volunteer within the scope of their employment by you or workers", any partner or member (if you are while performing duties related to the conduct a partnership or joint venture), or any of your business. However, none of these member (if you are a limited liability "employees" or "volunteer workers" are company). insureds for: b. Any person (other than your "employee" or (1) "Bodily injury" or"personal injury": "volunteer worker"), or any organization, while (a) To you, to your partners or members (if acting as your real estate manager. you are a partnership or joint venture), c. Any person or organization having proper to your members (if you are a limited temporary custody of your property if you die, liability company), to a co-"employee" but only: while in the course of his or her employment or performing duties (1) With respect to liability arising out of the related to the conduct of your maintenance or use of that property; and business, or to your other "volunteer (2) Until your legal representative has been appointed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only b. Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part. manager or lessor is subject to the following e. Any person or organization that, with your provisions: express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a watercraft that you premises owner, manager or lessor will be the do not own that is: minimum limits that you agreed to provide in the (1) 50 feet long or less; and written contract or agreement, or the limits (2) Not being used to carry any person or shown in the Declarations, whichever are less. property for a charge. b. The insurance provided to such premises 3. Any organization you newly acquire or form, other owner, manager or lessor does not apply to: than a partnership, joint venture or limited liability (1) Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new construction or a. Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period, lessor. whichever is earlier; 5. Any person or organization that is an equipment b. Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with c. Coverage B does not apply to "personal and respect to liability for "bodily injury", "property advertising injury" arising out of an offense damage", or"personal and advertising injury" that: committed before you acquired or formed the a. Is "bodily injury" or "property damage" that organization. occurs, or is "personal and advertising injury" caused by an offense that is committed, For the purposes of Paragraph 1. of Section II — subsequent to the signing of that contract or Who Is An Insured, each such organization will be agreement; and deemed to be designated in the Declarations as: b. Is caused, in whole or in part, by your acts or a. An organization, other than a partnership, joint omissions in the maintenance, operation or use venture or limited liability company; or of equipment leased to you by such equipment b. A trust; lessor. as indicated in its name or the documents that The insurance provided to such equipment lessor is govern its structure. subject to the following provisions: a. The limits of insurance provided to such 4. Any person or organization that is a premises equipment lessor will be the minimum limits that owner, manager or lessor and that you have agreed you agreed to provide in the written contract or in a written contract or agreement to include as an agreement, or the limits shown in the additional insured on this Coverage Part is an Declarations, whichever are less. insured, but only with respect to liability for "bodily injury", "property damage" or "personal and b. The insurance provided to such equipment advertising injury that: lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal a. Is "bodily injury" or "property damage" that and advertising injury" caused by an offense occurs, or is "personal and advertising injury" that is committed, after the equipment lease caused by an offense that is committed, expires. subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint Page 12 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II —Who Is An Insured. Damage To Premises Rented To You Limit in SECTION III—LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph 5. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of a. Insureds; "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing "suits". the beginning of the policy period shown in the Declarations, unless the policy period is extended after 2. The General Aggregate Limit is the most we will pay issuance for an additional period of less than 12 for the sum of: months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of "bodily injury" or "property damage" SECTION IV — COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2, Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed Claim Or Suit operations hazard". a. You must see to it that we are notified as soon 4. Subject to Paragraph 2. above, the Personal And as practicable of an "occurrence" or an offense Advertising Injury Limit is the most we will pay which may result in a claim. To the extent under Coverage B for the sum of all damages possible, notice should include: because of all "personal injury" and "advertising injury" sustained by any one person or organization. (1) How, when and where the "occurrence" or offense took place; 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or damage arising out of the "occurrence" or b. Medical expenses under Coverage C; offense. because of all "bodily injury" and "property damage" arising out of any one "occurrence". b. If a claim is made or "suit" is brought against any insured, you must: For the purposes of determining the applicable Each Occurrence Limit, all related acts or (1) Immediately record the specifics of the omissions committed in providing or failing to claim or"suit" and the date received; and provide first aid or "Good Samaritan services" to any one person will be deemed to be one (2) Notify us as soon as practicable. "occurrence". You must see to it that we receive written notice of the claim or"suit" as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will c. You and any other involved insured must: pay under Coverage A for damages because of (1) Immediately send us copies of any "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or"suit"; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other (iii) An executive officer or director of information; any other organization; or (3) Cooperate with us in the investigation or (iv)A trustee of any trust; settlement of the claim or defense against the "suit"; and that is your partner, joint venture member, manager or trustee; or (4) Assist us, upon our request, in the (b) Any employee authorized by such enforcement of any right against any partnership, joint venture, limited person or organization which may be liable to the insured because of injury or damage liability company, trust or other organization to give notice of an to which this insurance may also apply. "occurrence" or offense. d. No insured will, except at that insured's own (3) Notice to us of such "occurrence" or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or incur any expense, other than for as practicable if it is given in good faith as first aid, without our consent. soon as practicable to your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons —Who Is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1) Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for "bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of "pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e. does not affect that requirement. any of your trustees who is an individual (if you are a trust) or any "employee,, 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence" or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a "suit" asking for damages from an insured; or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must be given as soon as practicable only after A person or organization may sue us to recover on the "occurrence" or offense is known by: an agreed settlement or on a final judgment against an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this (i) A partner or member of any Coverage Part or that are in excess of the partnership or joint venture; applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by (ii) A manager of any limited liability us, the insured, and the claimant or the claimant's company; legal representative. Page 14 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by, through or on behalf of: aircraft, "autos" or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (i i) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph S. of Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Section II — Who Is An Insured, except when Paragraph d. below Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; applies. (iii)Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any "suit" if any insurer means a provider of other insurance. As other insurer has a duty to defend the used in Paragraph c. below, insurer means a insured against that "suit". If no other provider of insurance. insurer defends, we will undertake to do so, but we will be entitled to the insureds rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or "property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. S. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date SECTION V—DEFINITIONS for audit and retrospective premiums is the date 1 "Advertisement" means a notice that is broadcast or shown as the due date on the bill. If the sum of published to the general public or specific market the advance and audit premiums paid for the segments about your goods, products or services policy period is greater than the earned for the purpose of attracting customers or premium, we will return the excess to the first supporters. For the purposes of this definition: Named Insured. c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers or By accepting this policy, you agree: supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 2. "Advertising injury": b. In, by or with any other electronic means of a. Means injury caused by one or more of the communication, such as the Internet, if that following offenses: material is part of: (1) Oral or written publication, including (1) Radio or television programming being publication by electronic means, of material transmitted; in your "advertisement" that slanders or (2) Other entertainment, educational, libels a person or organization or d instructional, music or news programming disparages a person's or organization's goods, products or services, provided that being transmitted; or the claim is made or the "suit" is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to have had its goods, products or services 6. "Coverage territory" means: disparaged; a. The United States of America (including its (2) Oral or written publication, including territories and possessions), Puerto Rico and publication by electronic means, of material Canada; in your "advertisement"that: b. International waters or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included (b) Unreasonably places a person in a in Paragraph a. above; or false light; or c. All other parts of the world if the injury or (3) Infringement of copyright, "title" or "slogan" damage arises out of: in your "advertisement", provided that the c (1) Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above; ownership of such copyright, "title" or "slogan". (2) The activities of a person whose home is in b. Includes "bodily injury" caused by one or more the territory described in Paragraph a. of the offenses described in Paragraph a. above, but is away for a short time on your above. business; or 3. "Auto" means: (3) "Personal and advertising injury" offenses a. A land motor vehicle, trailer or semitrailer that take place through the Internet or designed for travel on public roads, including similar electronic means of communication; any attached machinery or equipment; or provided the insured's responsibility to pay b. Any other land vehicle that is subject to a damages is determined in a "suit" on the merits in compulsory or financial responsibility law, or the territory described in Paragraph a. above, or in a other motor vehicle insurance law, where it is settlement we agree to. licensed or principally garaged. 7. "Electronic data" means information, facts or However, "auto" does not include "mobile programs stored as or on, created or used on, or equipment". transmitted to or from computer software (including 4. "Bodily injury" means: systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices or any other media which are sustained by a person; or used with electronically controlled equipment. b. Mental anguish, injury or illness, or emotional g, "Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a "temporary worker". physical harm, sickness or disease. S. "Broadcasting" means transmitting any audio or 9• "Executive officer" means a person holding any of visual material for any purpose: the officer positions created by your charter, constitution, bylaws or any other similar governing a. By radio or television; or document. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received. (2) That indemnifies an architect, engineer or 11. "Hostile fire" means a fire which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was intended to be. (a) Preparing, approving, or failing to prepare or approve, maps, shop 12. "Impaired property" means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because: and specifications; or a. It incorporates "your product" or "your work" (b) Giving directions or instructions, or that is known or thought to be defective, failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; or b. You have failed to fulfill the terms of a contract or agreement; (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for if such property can be restored to use by the an injury or damage arising out of the repair, replacement, adjustment or removal of "your insured's rendering or failure to render product" or "your work" or your fulfilling the terms of professional services, including those listed the contract or agreement. in Paragraph (2) above and supervisory, 13. "Insured contract" means: inspection, architectural or engineering a. A contract for a lease of premises. However, activities. that portion of the contract for a lease of 14. "Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract"; to the conduct of your business. "Leased worker" b. A sidetrack agreement; does not include a "temporary worker". c. Any easement or license agreement, except in 15. "Loading or unloading" means the handling of connection with construction or demolition property: operations on or within 50 feet of a railroad; a. After it is moved from the place where it is d. An obligation, as required by ordinance, to accepted for movement into or onto an aircraft,watercraft or"auto"; indemnify a municipality, except in connection with work for a municipality; b. While it is in or on an aircraft, watercraft or "auto"; or e. An elevator maintenance agreement; f. That part of any other contract or agreement c. While it is being moved from an aircraft, pertaining to your business (including an watercraft or "auto" to the place where it is finally delivered; indemnification of a municipality in connection with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck, that is not attached damage" or "personal injury" to a third person to the aircraft, watercraft or"auto". or organization. Tort liability means a liability 16. "Mobile equipment" means any of the following that would be imposed by law in the absence of types of land vehicles, including any attached any contract or agreement. machinery or equipment: Paragraph f. does not include that part of any a. Bulldozers, farm machinery, forklifts and other contract or agreement: vehicles designed for use principally off public (1) That indemnifies a railroad for "bodily roads; injury" or "property damage" arising out of b. Vehicles maintained for use solely on or next to construction or demolition operations, premises you own or rent; within 50 feet of any railroad property and affecting any railroad bridge or trestle, c. Vehicles that travel on crawler treads; Page 18 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels, loaders, diggers or business or occupation of providing drills; or professional health care services. (2) Road construction or resurfacing 18. "Personal and advertising injury" means "personal equipment such as graders, scrapers or injury" or"advertising injury". rollers; 19. "Personal injury": e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are a. Means injury, other than "advertising injury", maintained primarily to provide mobility to caused by one or more of the following permanently attached equipment of the offenses: following types: (1) False arrest, detention or imprisonment; (1) Air compressors, pumps and generators, including spraying, welding, building (2) Malicious prosecution; cleaning, geophysical exploration, lighting and well servicing equipment; or (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private (2) Cherry pickers and similar devices used to occupancy of a room, dwelling or premises raise or lower workers; that a person occupies, provided that the f. Vehicles not described in Paragraph a., b., c. wrongful eviction, wrongful entry or invasion or d. above maintained primarily for purposes of the right of private occupancy is other than the transportation of persons or committed by or on behalf of the owner, cargo. landlord or lessor of that room, dwelling or However, self-propelled vehicles with the premises; following types of permanently attached (4) Oral or written publication, including equipment are not "mobile equipment" but will publication by electronic means, of material be considered "autos": that slanders or libels a person or (1) Equipment designed primarily for: organization or disparages a person's or organization's goods, products or services, (a) Snow removal; provided that the claim is made or the "suit" (b) Road maintenance, but not is brought by a person or organization that construction or resurfacing; or claims to have been slandered or libeled, or (c) Street cleaning; that claims to have had its goods, products or services disparaged; or (2) Cherry pickers and similar devices mounted on automobile or truck chassis (5) Oral or written publication, including and used to raise or lower workers; and publication by electronic means, of material that: (3) Air compressors, pumps and generators, including spraying, welding, building (a) Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or and well servicing equipment. However, "mobile equipment" does not include any (b) Unreasonably places a person in a false light. land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle b. Includes "bodily injury" caused by one or more insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above. "autos". 17. "Occurrence" means: 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: contract calls for work at more than a. With respect to the first paragraph of the one job site. exceptions in Exclusion j. of Section I — (c) When that part of the work done at a Coverage A — Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through n. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A — Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage" to completed. any premises while rented to you for a period of b. Does not include "bodily injury" or "property more than seven consecutive days, or while damage" arising out of: temporarily occupied by you with permission of the owner, caused by: (1) The transportation of property, unless the injury or damage arises out of a condition in (1) Fire; or on a vehicle not owned or operated by (2) Explosion; you, and that condition was created by the (3) Lightning; "loading or unloading" of that vehicle by any insured; (4) Smoke resulting from fire, explosion or (2) The existence of tools, uninstalled lightning; or equipment or abandoned or unused (5) Water. materials; or But "premises damage" under this Paragraph (3) Products or operations for which the b. does not include "property damage" to any classification, listed in the Declarations or premises caused by: in a policy Schedule, states that products- completed operations are subject to the (1) Rupture, bursting, or operation of pressure General Aggregate Limit. relief devices; (2) Rupture or bursting due to expansion or 23. "Property damage" means: swelling of the contents of any building or a. Physical injury to tangible property, including all structure caused by or resulting from water; resulting loss of use of that property. All such or loss of use will be deemed to occur at the time of (3) Explosion of steam boilers, steam pipes, the physical injury that caused it; or steam engines or steam turbines. b. Loss of use of tangible property that is not 22. "Products-completed operations hazard": physically injured. All such loss of use will be deemed to occur at the time of the 'occurrence" a. Includes all "bodily injury" and "property that caused it. damage" occurring away from premises you For the purposes of this insurance, "electronic data" own or rent and arising out of "your product" or is not tangible property. "your work" except: (1) Products that are still in your physical 24. "Slogan": possession; or a. Means a phrase that others use for the purpose (2) Work that has not yet been completed or of attracting attention in their advertising. abandoned. However, "your work" will be b. Does not include a phrase used as, or in, the deemed completed at the earliest of the name of: following times: (1) Any person or organization, other than you; (a) When all of the work called for in your or contract has been completed. (2) Any business, or any of the premises, (b) When all of the work to be done at the goods, products, services or work, of any job site has been completed if your person or organization, other than you. Page 20 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 25. "Suit" means a civil proceeding in which damages (a) You, because of "bodily injury", "property damage" or "personal and advertising injury" to which this (b) Others trading under your name; or insurance applies are alleged. "Suit" includes: (c) A person or organization whose a. An arbitration proceeding in which such business or assets you have acquired; damages are claimed and to which the insured and must submit or does submit with our consent; (2) Containers (other than vehicles), materials, or parts or equipment furnished in connection b. Any other alternative dispute resolution with such goods or products. proceeding in which such damages are claimed b. Includes: and to which the insured submits with our (1) Warranties or representations made at any consent. time with respect to the fitness, quality, 26. "Temporary worker" means a person who is durability, performance or use of "your furnished to you to substitute for a permanent product"; and "employee" on leave or to meet seasonal or short- (2) The providing of or failure to provide term workload conditions. warnings or instructions. 27. "Title" means a name of a literary or artistic work. c. Does not include vending machines or other 28. "Unsolicited communication" means any property rented to or located for the use of communication, in any form, that the recipient of others but not sold. such communication did not specifically request to 31. "Your work": receive. a. Means: 29. "Volunteer worker" means a person who is not your (1) Work or operations performed by you or on "employee", and who donates his or her work and your behalf; and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, (2) Materials, parts or equipment furnished in salary or other compensation by you or anyone else connection with such work or operations. for their work performed for you. b. Includes: 30. "Your product": (1) Warranties or representations made at any a. Means: time with respect to the fitness, quality, durability, performance or use of 'your (1) Any goods or products, other than real work"; and property, manufactured, sold, handled, distributed or disposed of by: (2) The providing of or failure to provide warnings or instructions. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Excludes Products-Completed Operations And Excludes Coverage When Separate Liability Insurance Is In Effect — Excess Insurance) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1) Any "bodily injury", "property damage" or The following is added to SECTION II —WHO IS AN "personal injury" arising out of the providing, INSURED: or failure to provide, any professional Any person or organization that you agree in a architectural, engineering or surveying written contract or agreement to include as an services, including: additional insured on this Coverage Part is an (a) The preparing, approving, or failing to insured, but only: prepare or approve, maps, shop a. With respect to liability for "bodily injury" or drawings, opinions, reports, surveys, "property damage" that occurs, or for "personal field orders or change orders, or the injury" caused by an offense that is committed, preparing, approving, or failing to subsequent to the signing of that contract or prepare or approve, drawings and agreement and while that part of the contract or specifications; and agreement is in effect; and (b) Supervisory, inspection, architectural or b. If, and only to the extent that, the injury or engineering activities. damage is caused by acts or omissions of you or (2) Any "bodily injury" or "property damage" your subcontractor in the performance of "your caused by "your work" and included in the work" to which the written contract or agreement "products-completed operations hazard". applies. Such person or organization does not qualify as an additional insured with respect to (3) Any "bodily injury" or "property damage" that the independent acts or omissions of such occurs, or "personal injury" arising out of an person or organization. offense committed, while any separate The insurance provided to such additional insured is liability insurance that you have procured for that person or organization is in effect, subject to the following provisions: regardless of whether the scope or limits of a. If the Limits of Insurance of this Coverage Part insurance in this Coverage Part exceed shown in the Declarations exceed the minimum those of that separate liability insurance or limits required by the written contract or whether that separate liability insurance is agreement, the insurance provided to the valid and collectible. additional insured will be limited to such minimum required limits. For the purposes of c. If the written contract or agreement does not determining whether this limitation applies, the require that the insurance provided under this minimum limits required by the written contract or Coverage Part apply on a primary basis, or a agreement will be considered to include the primary and non-contributory basis, then this minimum limits of any Umbrella or Excess insurance is excess over any valid and collectible liability coverage required for the additional other insurance, whether primary, excess, insured by that written contract or agreement. contingent or on any other basis, that is available This provision will not increase the limits of to the additional insured for a loss we cover. insurance described in Section III — Limits Of d. The additional insured must comply with the Insurance. following duties: b. The insurance provided to such additional insured does not apply to: (1) Give us written notice as soon as practicable of an occurrence or an offense which may CG D2 52 04 19 ©2018 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY result in a claim. To the extent possible, such (b) Notify us as soon as practicable and see notice should include: to it that we receive written notice of the (a) How, when and where the 'occurrence" claim or"suit" as soon as practicable. or offense took place; (3) Immediately send us copies of all legal (b) The names and addresses of any injured papers received in connection with the claim persons and witnesses; and or "suit", cooperate with us in the (c) The nature and location of any injury or investigation or settlement of the claim or damage arising out of the 'occurrence" defense against the "suit", and otherwise or offense. comply with all policy conditions. (2) If a claim is made or "suit" is brought against (4) Tender the defense and indemnity of any the additional insured: claim or "suit" to any provider of other (a) Immediately record the specifics of the insurance which would cover such additionalinsured for a loss we cover. claim or"suit" and the date received; and Page 2 of 2 ©2018 The Travelers Indemnity Company.All rights reserved. CG D2 52 04 19 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR SMALL BUSINESSES 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. Who Is An Insured—Unnamed Subsidiaries C. Who Is An Insured—Newly Acquired Or B. Who Is An Insured—Employees And Volunteer Formed Limited Liability Companies Workers—Bodily Injury To Co-Employees And D. Incidental Medical Malpractice Co-Volunteer Workers E. Blanket Waiver Of Subrogation PROVISIONS b. An organization other than a partnership,joint A. WHO IS AN INSURED — UNNAMED venture or limited liability company; or SUBSIDIARIES c. A trust; The following is added to SECTION II — WHO IS as indicated in its name or the documents that AN INSURED: govern its structure. Any of your subsidiaries, other than a partnership B. WHO IS AN INSURED — EMPLOYEES AND or joint venture, that is not shown as a Named VOLUNTEER WORKERS — BODILY INJURY Insured in the Declarations is a Named Insured TO CO-EMPLOYEES AND CO-VOLUNTEER if: WORKERS a. You are the sole owner of, or maintain an The following is added to Paragraph 2.a.(1) of ownership interest of more than 50% in, such SECTION II —WHO IS AN INSURED: subsidiary on the first day of the policy Paragraphs (1)(a), (b) and (c) above do not period; and apply to "bodily injury" to a co-"employee" while in the course of the co-"employee's" employment b. Such subsidiary is not an insured under by you or performing duties related to the similar other insurance. conduct of your business, or to "bodily injury" to No such subsidiary is an insured for "bodily your other "volunteer workers" while performing injury" or "property damage" that occurred, or duties related to the conduct of your business. "personal and advertising injury" caused by an C. WHO IS AN INSURED — NEWLY ACQUIRED offense committed: OR FORMED LIMITED LIABILITY COMPANIES a. Before you maintained an ownership interest 1. The following replaces the first sentence of of more than 50% in such subsidiary; or Paragraph 3. of SECTION II — WHO IS AN b. After the date, if any, during the policy period INSURED: that you no longer maintain an ownership Any organization you newly acquire or form, interest of more than 50% in such subsidiary. other than a partnership or joint venture, and For purposes of Paragraph 1. of Section II —Who of which you are the sole owner or in which Is An Insured, each such subsidiary will be you maintain an ownership interest of more deemed to be designated in the Declarations as: than 50%, will qualify as a Named Insured if a. A limited liability company; CG D8 42 02 19 ©2018 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. COMMERCIAL GENERAL LIABILITY there is no other similar insurance available scope of their employment by you or to that organization. performing duties related to the conduct 2. The following replaces the last sentence of of your business. Paragraph 3. of SECTION II — WHO IS AN 3. The following replaces the last sentence of INSURED: Paragraph 5. of SECTION III — LIMITS OF For the purposes of Paragraph 1. of Section INSURANCE: II — Who Is An Insured, each such For the purposes of determining the organization will be deemed to be applicable Each Occurrence Limit, all related designated in the Declarations as: acts or omissions committed in providing or a. A limited liability company; failing to provide "incidental medical services", first aid or Good Samaritan b. An organization other than a partnership, services" to any one person will be deemed joint venture or limited liability company; to be one "occurrence". or 4. The following exclusion is added to c. A trust; Paragraph 2., Exclusions, of SECTION I — as indicated in its name or the documents COVERAGES — COVERAGE A — BODILY that govern its structure. INJURY AND PROPERTY DAMAGE D. INCIDENTAL MEDICAL MALPRACTICE LIABILITY: 1. The following replaces Paragraph b. of the Sale Of Pharmaceuticals definition of "occurrence" in the "Bodily injury" or "property damage" arising DEFINITIONS Section: out of the violation of a penal statute or b. An act or omission committed in ordinance relating to the sale of providing or failing to provide "incidental pharmaceuticals committed by, or with the medical services", first aid or "Good knowledge or consent of, the insured. Samaritan services" to a person, unless S. The following is added to the DEFINITIONS you are in the business or occupation of Section: providing professional health care "Incidental medical services" means: services. 2. The following replaces the last paragraph of a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, Paragraph 2.a.(1) of SECTION II — WHO IS advice or instruction, or the related AN INSURED: furnishing of food or beverages; or Unless you are in the business or occupation b. The furnishing or dispensing of drugs or of providing professional health care medical, dental, or surgical supplies or services, Paragraphs (1)(a), (b), (c) and (d) appliances. above do not apply to "bodily injury" arising out of providing or failing to provide: 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — (a) "Incidental medical services" by any of COMMERCIAL GENERAL LIABILITY your "employees" who is a nurse, nurse CONDITIONS: assistant, emergency medical technician, paramedic, athletic trainer, This insurance is excess over any valid and audiologist, dietician, nutritionist, collectible other insurance, whether primary, occupational therapist or occupational excess, contingent or on any other basis, therapy assistant, physical therapist or that is available to any of your "employees" speech-language pathologist; or for "bodily injury" that arises out of providing (b) First aid or "Good Samaritan services" or failing to provide "incidental medical by any of your "employees" or "volunteer services to any person to the extent not workers", other than an employed or subject to Paragraph 2.a.(1) of Section II — volunteer doctor. Any such "employees" Who Is An Insured. or"volunteer workers" providing or failing E. BLANKET WAIVER OF SUBROGATION to provide first aid or "Good Samaritan The following is added to Paragraph 8., Transfer services" during their work hours for you Of Rights Of Recovery Against Others To Us, will be deemed to be acting within the Page 2 of 3 ©2018 The Travelers Indemnity Company.All rights reserved. CG D8 42 02 19 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. COMMERCIAL GENERAL LIABILITY of SECTION IV — COMMERCIAL GENERAL a. "Bodily injury" or "property damage" that LIABILITY CONDITIONS: occurs; or If the insured has agreed in a contract or b. "Personal and advertising injury" caused by agreement to waive that insur d's ri ht of an offense that is committed; recovery against any person or or anization, we subsequent to the execution of the contract or waive our right of recovery against such person agr em nt. or organization, but only for paym nts we make because of: G D8 42 02 19 ©2018 The Travelers Indemnity Company.All rights reserved. age 3 of 3 ncludes copyrighted material of Insurance Services Office, Inc.,with its permission. 8.0 KENT W A 5 H I N G T O N DATE: February 20, 2024 TO: Kent City Council SUBJECT: Lodging Tax Grant Awards for Fall 2023 Application Cycle - Authorize MOTION: I move to award Fall 2023 lodging tax grants to the recipients selected by the Lodging Tax Advisory Committee in the recommended amounts, and authorize the Mayor to sign all agreements, subject to terms acceptable to the City Attorney. SUMMARY: The Lodging Tax and Advisory Committee has recommended seven grant awards totaling $286,460 to support various tourism promotion initiatives designed to attract both business and leisure travelers to Kent. Washington State collects a lodging tax for each hotel/motel stay that is less than 30 days in duration. A portion of this revenue is returned to its origin city and this revenue must be used to fund promotion or sponsorship of attractions and events likely to bring visitors to experience those offerings, stay overnight, dine and shop. A local committee, comprised 50% of representatives from the hospitality industry and 50% from local organization who may stage or sponsor events, make recommendations as to which proposals will best achieve these goals and should receive funding. The attached table summarizes the initiatives and events recommended for grant awards by the Lodging Tax Committee for Council approval. Lodging tax revenues are utilized to increase tourism and promote leisure and business travel to the City. The Fall 2023 funding cycle will support events occurring in late 2023 and 2024, and will also allow the continuance of the City's "Visit Kent" tourism marketing campaign by renewing its contract with JayRay Ads & PR, Inc. for 2024. Individual grant applications and funding levels were discussed by the Lodging Tax Advisory Committee and their recommendations are summarized in the table attached here as an exhibit. BUDGET IMPACT: $286,460 of Lodging Tax Revenues designated for this purpose. SUPPORTS STRATEGIC PLAN GOAL: Packet Pg. 27 8.0 Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. LTAC FALL 2023 Awardees (PDF) 02/06/24 Committee of the Whole MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 2/20/2024 7:00 PM MOVER: Toni Troutner, Councilmember SECONDER: Bill Boyce, Councilmember AYES: Boyce, Boyd, Fincher, Kaur, Larimer, Michaud, Troutner Packet Pg. 28