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HomeMy WebLinkAbout6034GOVERNMENT GP^­PORTFOLIO r�' 1!7) INVESTMENT ADVISORY SERVICES AGREEMENT This Agreement for Investment Advisory Services (the "Agreement") is made by and between Government Portfolio Advisors, LLC, (referred to herein as "ADVISOR" or "GPA"), of Portland, Oregon and The City of Bremerton (hereinafter referred to as "THE CITY"). Recitals: WHEREAS, this Agreement is entered into on this 1s' day of September, 2019. WHEREAS, THE CITY hereby appoints the ADVISOR and the ADVISOR hereby agrees to provide investment advisory services for THE CITY's investment portfolio (hereinafter referred to as the "ACCOUNT"). WHEREAS, THE CITY, by entering into this agreement, does not surrender ownership of the cash or securities in the ACCOUNT. The ADVISOR will not act as a custodian of assets in the account or have possession of any such assets. SCOPE OF SERVICES — NON -DISCRETIONARY PORTFOLIO MANAGEMENT: A. Review and provide updates for Investment Policy changes. B. Evaluate each fund and determine the appropriate benchmark and management strategy that balances risk and return. Includes liquidity and core fund analysis. C. Assist in the development and implementation of a risk -controlled strategy designed to enhance portfolio performance while specifically addressing the objectives and constraints for each fund balance. D. Make recommendations as to asset allocation to maintain the targeted risk and return profile. E. Assist in effecting and managing of investment transactions. The ADVISOR will provide disclosure to THE CITY regarding each transaction that identifies the dealers contacted and the prices offered by each. The ADVISOR may open accounts on behalf of THE CITY directly with its approved broker/dealer list. The ADVISOR agrees to monitor all settlements for delivery versus payment transactions with THE CITY between the custodial bank and the dealers. F. Provide reports for the fund accounts which include: description of each security with book and market value at least monthly, or more frequent if requested; risk rating for each security and security type for all funds; and liquidity profiles of all funds, individually and collectively. Total return reports will be provided on a monthly basis comparing the portfolio performance relative the appropriate benchmark. G. Provide technical support in analyzing portfolio information. H. Report relevant market information in a timely manner. Key economic indicators, events and information relevant to managed portfolios will be provided at least quarterly and more frequent as necessary or requested. I. Other Investment advisory services as needed, including: (i) Consultation on other investment funds as needed, such as reserve funds. Page 1 of 6 THE CITY, by entering into this agreement does not surrender ownership of the cash or securities comprising the account. The ADVISOR will not act as a custodian of assets in the account or have possession of any such assets. DESIGNATED AUTHORIZED PERSON(S): This contract provides for the trading authorization for THE CITY. The persons authorized to affirm transactions recommended by the ADVISOR are: Signature Mike Riley — Director of Financial Services Caroline Tompson — Assistant Finance Director NON -DISCRETIONARY SERVICES: THE ADVISOR will discuss overall strategy and investment structure with the client. Trade proposals will be sent to the designated authorized person for approval prior to execution of the transaction. Once the approval is provided to the ADVISOR, the trade will be transacted at the prevailing competitive prices at the time of trade. INVESTMENT OBJECTIVES AND RESTRICTIONS: The ADVISOR'S investment decisions or recommendations for the ACCOUNT will be in accordance with such investment policies and restrictions as THE CITY may establish for the ACCOUNT. All questions regarding any policies and restrictions will be addressed to the address and telephone number set forth in this agreement. It will be the responsibility of THE CITY to inform the ADVISOR in writing of such policies and restrictions and of any changes therein, and to give the ADVISOR prompt written notice if THE CITY deems any investment decisions or recommendations made for the ACCOUNT to be in violation of such policies or restrictions. SAFEKEEPING: THE CITY acknowledges that it will assign a third party custodial bank, which will be a qualified custodian under Rule 206(4)-2 of the Investment Advisers Act of 1940. The designated custodian shall have the sole responsibility to settle any and all purchases, sales, deliveries, receipts and other transactions made with respect to the Account, the collection of all income, and the acquisition and safekeeping of the assets, securities, funds and other properties comprising the Account. THE CITY will control all fund transfers in and out of the account. The ADVISOR will not hold or have custody or possession of any cash, securities or other properties of the Client or assets of the Account. THE CITY agrees to promptly furnish, or to instruct the custodial bank to furnish, all data and information the ADVISOR may reasonably request to complete the setup and render services described in this Agreement. THE CITY acknowledges that it receives custodial statements at least quarterly from the custodial bank, indicating the amount of funds and each asset in the account at the end of the reporting period (which shall be no less frequently than quarterly) and sets forth all transactions of the Account during such period. Client acknowledges it has been advised to reconcile the report from the ADVISOR with the statement provided by the custodian bank and to notify the ADVISOR immediately if there are any discrepancies. THE CITY shall instruct the custodian bank to carry out all transactions directed, in writing or electronically, by the ADVISOR. Page 2 of 6 THE CITY will provide ADVISOR prompt written notice in advance of engaging a new custodian bank in connection with the Account. TERM: The term of this agreement shall be for 1 year from the date hereof. This agreement may be terminated for any reason by either party with or without cause, by giving the other party at least 30 days written notice. The agreement may not be assigned by either of the parties without the prior written consent of the other. The Agreement constitutes the entire Agreement of the parties with respect to the matters contained herein and no modification of this Agreement shall be effective unless such modification is in writing and signed but the parties hereto. FEES: In consideration of the services performed by the ADVISOR, THE CITY agrees to pay the ADVISOR an annual investment advisory fee of $13,500.00. The quarterly fee is $3,375 dollars and will be paid at the end of each quarter. REPORTS: In order that THE CITY may be kept informed of the status and activities in the ACCOUNT the ADVISOR shall furnish monthly statements relating to the ACCOUNT. The statements the ADVISOR agrees to furnish to THE CITY will provide details of all transactions involving the ACCOUNT, a month end listing of investments held in the ACCOUNT, and a reporting on the performance of the ACCOUNT. Such statements will be furnished to THE CITY within ten (10) days after the close of each month and may be provided to the Client via secure online access. The ADVISOR does not assume any responsibility for the accuracy of the information provided by the Client. PERFORMANCE RECORDS: The ADVISOR maintains composites of returns which are audited performance records that conform to the Global Investment Performance Standards (GIPS). THE CITY acknowledges that the advisor shall have the right to retain historical performance data from inception date to the termination date of THE CITY, during the term of this agreement and such period thereafter, that the ADVISOR continues to show performance. ADVISOR shall defend and indemnify and hold THE CITY harmless for any claims that arise or relate in any way, from ADVISOR's use of such information. ADVISOR REPRESENTATION: The ADVISOR warrants that it is registered as an Investment ADVISOR under the Investment Advisers Act of 1940, and that the activities contemplated herein are to the best of its knowledge, in compliance with all laws and regulations applicable to it and governing investments, and that all necessary actions required to authorize such activities have, to the best of its knowledge, been taken. SERVICES FOR OTHER CLIENTS: It is understood that the ADVISOR provides investment advisory services for other clients. It is further understood that the ADVISOR may take investment action on behalf of such other clients, which differs from the investment action taken on behalf of the ACCOUNT. If the purchase or sale of securities for the ACCOUNT and one or more such other clients is affected at or about the same time, such purchase or sale shall be allocated among the other clients in a manner deemed equitable by the ADVISOR. BEST EFFORT: The ADVISOR will at all times render the services called for in this Agreement in accordance with its best judgment. However, the ADVISOR does not imply or guarantee profits or freedom from loss in connection with its recommendations. DUTY OF CARE: THE CITY understands that ADVISOR will open accounts on behalf of THE CITY with approved broker/dealers. Confirmations will be generated and sent to THE CITY and the ADVISOR. The ADVISOR agrees to review the approved broker dealer list annually and allows Page 3 of 6 for the addition and removal of any broker/dealer at the directive of THE CITY. All transactions will be executed on competitive pricing basis. THE CITY will provide the ADVISOR all information and documentation necessary to establish and maintain the ACCOUNT which the ADVISOR may deem necessary and appropriate. INSURANCE AND HOLD HARMLESS: Prior to and during the performance of the work covered under this Agreement, ADVISOR shall provide the Risk manager for the City of Bremerton with evidence that it has obtained and maintains in full force and effect during the term of this Agreement a policy of professional liability insurance, providing coverage of at least $1,000,000 against professional liability for errors and omissions in connection with the work to be performed by ADVISOR under this Agreement. VENUE: In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, the parties agree that any such action or proceeding shall be entered through arbitration proceedings in the state of Washington. Each party is responsible for its own legal fees and costs unless otherwise allowed by law. LIABILITY OF LOSS: The ADVISOR shall not have liability for any losses arising out of the delays in performing or inability to perform the services which it renders under this Agreement which result from events beyond its control, including interruption of business activities of the ADVISOR or other financial institutions due to acts of God, acts of governmental authority, acts of war, terrorism, civil riots, labor disputes or any action or inaction due to malfunction. The ADVISOR does not guarantee future performance or any specific level of performance, and THE CITY understands that the market value of investments may fluctuate and at any point in time be worth more or less than the amount originally invested. CONFIDENTIAL RELATIONSHIP: All information and advice furnished by either party to the other hereunder will be treated as confidential and may not be disclosed to third parties except as required by operation of law, as requested by a regulatory authority, or the legitimate business necessity of the disclosing party. ANTI -MONEY LAUNDERING: THE CITY understands that the Advisor prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, in any type of money laundering activities or on behalf of terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") which is available at http:'/www.treas.qqv/of. THE CITY represents, warrants and covenants that it is not, nor is any person or entity controlling, controlled by or under common control with it a "Prohibited Person" as identified by the OFAC. DISCLOSURE STATEMENT: The ADVISOR represents that it has delivered to THE CITY, at least two business days prior to the execution of this Agreement, ADVISOR's current Form ADV Part 1, Part 2A and Part 2B, GIPS Annual Disclosure Presentation and the ADVISOR'S privacy policy. By signing this Agreement below, THE CITY hereby acknowledges its receipt of said documents at least two business days prior to its execution of this Agreement. CONSENT TO ELECTRONIC DELIVERY OF DOCUMENTS; OTHER DISCLOSURES: The ADVISOR is required to provide annual or periodic disclosures to THE CITY and must record and maintain records of its delivery. THE CITY consents to the delivery of documents related to the investment advisory service described within this Agreement in an electronic manner, as described below: Page 4 of 6 1. Documents subject to this Consent to Electronic Delivery include the Form ADV Part 1, Part 2A, and Part 2B, account reports and reviews and other information about account activity, and any disclosure or notification that is required under applicable regulations, other regulatory communications, and Privacy Policy information. 2. THE CITY agrees and acknowledges that delivery of documents may be via electronic means, including, but not limited to, a PDF file to the email addresses provided to the ADVISOR by client, or via secure online access to such documents. ADVISOR may use electronic delivery to effectively deliver any or all documents related to the relationship between THE CITY and ADVISOR. THE CITY acknowledges that it has access to this media and the ability to print and/or download the information provided thereby. 3. THE CITY will provide appropriate e-mail addresses for sending electronic information consistent with these terms of electronic delivery. THE CITY will notify ADVISOR in writing if delivery should be made to any additional e-mail addresses or if delivery to any of the initially provide e-mail addresses should be discontinued. It is THE CITY's responsibility to provide ADVISOR with updates regarding changes to any authorized email addresses. Should it come to the attention of the ADVISOR that the e-mail addresses provided are not functioning, all documents will be sent in paper form. The consent to electronic delivery is valid until such consent is revoked, in writing, to the ADVISOR by THE CITY. Occasional requests for paper documents does not trigger revocation of this consent. MISCELLANEOUS: This Agreement may not be assigned by either of the parties without the prior written consent of the other. This Agreement constitutes the entire agreement of the parties with respect to the matters contained herein and no modification of this Agreement shall be effective unless such modification is in writing and signed by the parties hereto. This Agreement shall be governed by the laws of the State of Washington, and furthermore by the Investment Advisers Act of 1940 and the rules and regulations promulgated by the Securities and Exchange Commission under said act. Notices and reports as called for herein shall be mailed, in the care of: ACCOUNT: City of Bremerton 3456 th Street , Suite 600 Bremerton, WA 98337 Phone: (360) 473-5296 DeWayne Pitts Director of Financial Services ADVISOR: Government Portfolio Advisors, LLC. 2188 SW Park Place, Suite 100 Portland, OR 97205 Phone: (503) 248-9973 Deanne Woodring, CFA President Page 5 of 6 AGREED TO AND ACCEPTED: CITY OF BREMERTON Printed or Typed � o,/' I-? 1/ / Date AGREED TO AND ACCEPTED: GOVERNMENT PORTFOLIO ADVISORS Signature Deanne Woodring Printed or Typed /Name President Title 10 / ( Date Page 6 of 6 DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 2/6/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Jonathan Hall NAME: FAX PHONE (503)244-0298 (503)244-0297 Golsan Scruggs (A/C, No): (A/C, No, Ext): E-MAIL jhall@golsanscruggs.com ADDRESS: 10998 SW 68th Parkway INSURER(S)AFFORDINGCOVERAGENAIC# PortlandOR97223 Markel American Insurance Company INSURER A : INSURED Hartford Fire Insurance Company INSURER B : Government Portfolio Advisors, LLC INSURER C : INSURER D : 2188 SW Park Pl., Ste. 100 INSURER E : PortlandOR97205 INSURER F : COVERAGESCERTIFICATENUMBER:REVISIONNUMBER: 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. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE$ DAMAGE TO RENTED CLAIMS-MADEOCCUR$ PREMISES(Eaoccurrence) MEDEXP(Anyoneperson)$ PERSONAL&ADVINJURY$ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY$ (Eaaccident) BODILYINJURY(Perperson)$ ANY AUTO ALLOWNEDSCHEDULED BODILYINJURY(Peraccident)$ AUTOSAUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS (Peraccident) AUTOS $ UMBRELLA LIAB EACHOCCURRENCE$ OCCUR EXCESS LIAB CLAIMS-MADEAGGREGATE$ $ DEDRETENTION$ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACHACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ Ifyes,describeunder E.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS below Per Claim / Aggregate A Errors & Omissions$5MM / $6MM PL85400A2/10/20202/10/2021 Per Claim / Aggregate Crime$10MM / $10MM 52FI0347178202/10/20202/10/2021 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Coverage is included for the Named Insured and advisors of the Named Insured for investment advisory and financial planning services subject to policy terms, conditions and exclusions. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN EVIDENCE OF INSURANCE ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Kenneth Golsan/RMC ©1988-2014ACORDCORPORATION.Allrightsreserved. ACORD25(2014/01)TheACORDnameandlogoareregisteredmarksofACORD INS025 (201401) 4034 AC€ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDrYYY) 2/6/2020 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jonathan Hall NAME: Golsan Scruggs PHONE (503)244-0297 FAx (503)244-0298 (A/C,No.Ext): (A/C,No): E-MDRAIL SS: jhall@golsanscruggs.com AD 10998 SW 68th Parkway INSURER(S) AFFORDING COVERAGE NAIC# Portland OR 97223 INSURERA:Markel American Insurance Company INSURED INSURER B:Hartford Fire Insurance Company Government Portfolio Advisors, LLC INSURER C: 1/J 1C INSURER D: t SST ' al 1 0 • D 2188 SW Park Pl., Ste. 100 INSURERE: k\//,\ r r Portland OR 97205 INSURER F: v r COVERAGES CERTIFICATE NUMBER: 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE D V/VD POLICY NUMBERLIMITS (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) _ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY $ AUTOS AUTOS (Per accident) HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) UMBRELLA LIAB ^ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors & Omissions PL85400A 2/10/2020 2/10/1021, Per Claim/Aggregate $5MM / $6MM Crime 52F1034717820 2/10/2020 2/10/2021 Per Claim/Aggregate $10MM / $10MM DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Coverage is included for the Named Insured and advisors of the Named Insured for investment advisory and financial planning services subject to policy terms, conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE EVIDENCE OF INSURANCE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (/ Kenneth Golsan/RMC I - ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) 2/4/2021 Golsan Scruggs 16325 Boones Ferry Rd, Ste 101 Lake Oswego OR 97035 Jonathan Hall (503)244-0297 (503)244-0298 jhall@golsanscruggs.com Government Portfolio Advisors LLC 2188 SW Park Pl., Ste. 100 Portland OR 97205 Continental Casualty Company 20443 Markel American Insurance Company A X X X Blkt Add't Insured* X Blkt Waiver of Subro* X X Y B6011214940 2/10/2021 2/10/2022 *Per written contract or agreement. 2,000,000 300,000 10,000 2,000,000 4,000,000 4,000,000 A X X HA Phys Damage X B6011214940 2/10/2021 2/10/2022 1,000,000 Hired Auto Physical Damage 75,000 A X X X 10,000 B5092244901 2/10/2021 2/10/2022 10,000,000 10,000,000 A WC611214954 2/10/2021 2/10/2022 1,000,000 1,000,000 1,000,000 B Errors & Omissions PL85400B 2/10/2021 2/10/2022 Per Claim / Policy Aggregate $5MM / $6MM Coverage is included for the Named Insured and advisors of the Named Insured for investment advisory and financial planning services subject to policy terms, conditions and exclusions. Certificate holder is included as an Additional Insured with regards to General Liability as required by written contract or agreement as respects to all operations of the Named Insured subject to policy terms, conditions & exclusions. City of Bremerton 345 6th Street, Suite 600 Bremerton, WA 98337 mike.riley@ci.bremerton.wa.us Kenneth Golsan/JAH The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) SB146932G (Ed.10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I.Blanket Additional Insured Provisions A.Additional Insured –Blanket Vendors B.Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1.a.Primary –Noncontributory provision 1.b.Definition of "written contract" 2.Additional Insured –Extended Coverage II.Liability Extension Coverages A.Bodily Injury –Expanded Definition B.Broad Knowledge of Occurrence C.Estates,Legal Representatives and Spouses D.Fellow Employee First Aid E.Legal Liability –Damage to Premises F.Personal and Advertising Injury –Discrimination or Humiliation G.Personal and Advertising Injury –Broadened Eviction H.Waiver of Subrogation –Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS A.ADDITIONAL INSURED –BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract"to provide insurance,but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1.The insurance afforded the vendor does not apply to: a."Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e.Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; f.Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; g.Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or SB146932G (10-19)Page 1 of 7 Copyright,CNA All Rights Reserved.20020004060112149409537 SB146932G (Ed.10-19) h."Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1)The exceptions contained in Subparagraphs d.or f.;or (2)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. 2.This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient,part or container,entering into,accompanying or containing such products. 3.This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4.This provision 2.does not apply if "bodily injury"or "property damage"included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B.MISCELLANEOUS ADDITIONAL INSUREDS 1.Who Is An Insured is amended to include as an insured any person or organization (called additional insured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional insured on this policy under a "written contract." 2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide the additional insured with: a.A higher limit of insurance than required by such "written contract;" b.Coverage broader than required by such "written contract"and in no event greater than that described by the applicable paragraph a.through k.below;or c.Coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard."But this paragraph c.does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1)such person or organization's financial control of you;or (2)Premises such person or organization owns,maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury,""property damage"or "personal and advertising injury"as co- owner of such premises. c.Grantor of Franchise Any person or organization that has granted a franchise to you,but only with respect to such person or organization's liability for "bodily injury,""property damage,"or "personal and advertising injury"as grantor of a franchise to you. SB146932G (10-19)Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) d.Lessor of Equipment Any person or organization from whom you lease equipment,but only with respect to liability for "bodily injury,""property damage"or "personal and advertising injury"caused in whole or in part by your maintenance,operation or use of such equipment,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e.Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of that specific part of the land leased to you,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by, on behalf of or for such additional insured. f.Lessor of Premises An owner or lessor of premises leased to you,or such owner or lessor's real estate manager,but only with respect to liability for "bodily injury,""property damage"or "personal and advertising injury" arising out of the ownership,maintenance or use of such part of the premises leased to you,and provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee,or receiver's liability for "bodily injury,""property damage"or "personal and advertising injury"arising out of the ownership,maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. h.State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization,but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury,""property damage"or "personal and advertising injury"arising out of: (1)The following hazards in connection with premises you own,rent,or control and to which this insurance applies: (a)The existence,maintenance,repair,construction,erection,or removal of advertising signs, awnings,canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or (b)The construction,erection,or removal of elevators;or (c)The ownership,maintenance or use of any elevators covered by this insurance;or (2)The permitted or authorized operations performed by you or on your behalf.But the coverage granted by this paragraph does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b)"Bodily injury"or "property damage"included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19)Page 3 of 7 Copyright,CNA All Rights Reserved.20020004060112149409538 SB146932G (Ed.10-19) i.Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom you are required to include as an additional insured,but only with respect to such person or organization's liability for "bodily injury,""property damage,"or "personal and advertising injury"caused by: a.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j.Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i.above.Such additional insured is an insured solely for "bodily injury,""property damage"or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1)For "bodily injury,""property damage,"or "personal and advertising injury"arising out of the rendering or failure to render any professional services; (2)For "bodily injury"or "property damage"included in the "products-completed operations hazard."But this provision (2)does not apply to such "bodily injury"or "property damage"if: (a)It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract";and (b)The "written contract"requires you to make the person or organization an additional insured for such "bodily injury"or "property damage";or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1.With respect only to additional insured coverage provided under paragraphs A.and B.above: a.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess,contingent or on any other basis.However,if a "written contract"requires that this insurance be either primary or primary and noncontributing,then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b.Under Liability and Medical Expense Definitions,the following definition is added: "Written contract"means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: (1)Is currently in effect or becomes effective during the term of this policy;and (2)Was executed prior to: (a)The "bodily injury"or "property damage;"or (b)The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2.With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a.An individual,then his or her spouse is an insured; SB146932G (10-19)Page 4 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) b.A partnership or joint venture,then its partners,members and their spouses are insureds; c.A limited liability company,then its members and managers are insureds; d.An organization other than a partnership,joint venture or limited liability company,then its executive officers,directors and shareholders are insureds;or e.Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations.Furthermore,employees of additional insureds are not insureds with respect to liability arising out of: (1)"Bodily injury"or "personal and advertising injury"to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2)"Property damage"to property owned,occupied or used by their employer or by any fellow employee;or (3)Providing or failing to provide professional health care services. II.LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement,then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. A.Bodily injury –Expanded Definition Under Liability and Medical Expenses Definitions,the definition of "Bodily injury"is deleted and replaced by the following: "Bodily injury"means physical injury,sickness or disease sustained by a person,including death,humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B.Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense, claim or "suit"is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official,if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C.Estates,Legal Representatives and Spouses The estates,heirs,legal representatives and spouses of any natural person insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives and spouses only for claims arising solely out of their capacity as such and,in the case of a spouse,where such claim seeks damages from marital common property,jointly held property,or property transferred from such natural person insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative or spouse outside the scope of such person's capacity as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19)Page 5 of 7 Copyright,CNA All Rights Reserved.20020004060112149409539 SB146932G (Ed.10-19) D.Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a),(b)and (c)do not apply to your "employees"for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee"or "volunteer worker"that becomes necessary while your "employee"is performing duties in the conduct of your business.Your "employees"are hereby insureds for such services.But the insured status conferred by this provision does not apply to "employees"whose duties in your business are to provide professional health care services or health examinations. E.Legal Liability –Damage To Premises 1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property,is replaced by the following: k.Damage To Property "Property damage" to: 1.Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; 2.Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; 3.Property loaned to you; 4.Personal property in the care,custody or control of the insured; 5.That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations,if the "property damage"arises out of those operations;or 6.That particular part of any property that must be restored,repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises: (1)rented to you: (2)temporarily occupied by you with the permission of the owner,or (3)to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D – Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage"included in the "products- completed operations hazard." 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added, and replaces the similar paragraph,if any,beneath paragraph (14)of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g, h,i,k,l,m,n, and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19)Page 6 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) 3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage"to any one premises,while rented to you or temporarily occupied by you with the permission of the owner,including contents of such premises rented to you for a period of 7 or fewer consecutive days,is the Damage to Premises Rented to You Limit.The Damage to Premises Rented to You Limit is the greater of: a.$1,000,000;or b.The Damage to Premises Rented to You Limit shown in the Declarations. F.Personal and Advertising Injury –Discrimination or Humiliation 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury"is amended to add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a)The insured;or (b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limited liability company)of the insured;and (2)Not directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person or person by any insured. 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental,lease or sub-lease or prospective sale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G.Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury"is amended to delete Paragraph c.and replace it with the following: c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner,landlord or lessor. H.Waiver of Subrogation –Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19)Page 7 of 7 Copyright,CNA All Rights Reserved.20020004060112149409540