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AGENDA BILL CITY OF BREMERTON 5RCITYCOUNCIL SUBJECT: Study Session Date: December 11, 2019 Management Agreement with Columbia COUNCIL MEETING Date: December 18, 2019 Hospitality, Inc. for the Gold Mountain Golf Department: Parks and Recreation Club Presenter: Jeff Elevado Phone: (360) 473-5428 SUMMARY: The current Golf Course Management Agreement for Gold Mountain Golf Club will expire on December 31, 2019. A Request for Proposals was issued on June 4, 2019. Three proposals were received. A Proposal Review Committee was formed and reviewed and evaluated the proposals, conducted interviews and performed other due diligence. The Committee recommended retaining Columbia Hospitality, Inc. and entered into contract negotiations for management of Gold Mountain Golf Club. ATTACHMENTS: 1) Golf Course Management Agreement 2) Agreement Proposal Summary 3) Letters of support FISCAL IMPACTS (Include Budgeted Amount): Included in the Budget for 2020 - $3,334,637 STUDY SESSION AGENDA: El Limited Presentation Full Presentation STUDY SESSION ACTION: El Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the agreement with Columbia Hospitality, Inc. for the management of Gold Mountain Golf Club; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: Approve Deny 111Table 111Continue 111No Action Form Updated 01/02/2018 GOLF COURSE MANAGEMENT AGREEMENT Gold Mountain Golf Club This Golf Course Management Agreement ("Agreement") is entered into on the date fully executed below by and between the City of Bremerton, a Washington municipal corporation("Owner"), and Columbia Hospitality,Inc.,a Washington corporation("Manager")or its permitted assignee. RECITALS A. Owner is the owner of certain real property and the buildings, facilities and other improvements located thereon,which collectively are commonly known as the Gold Mountain Golf Club and located at 7263 W. Belfair Valley Road, Bremerton, Washington(the "Club Facilities"). The Club Facilities are situated on a portion of the following sections • W1/2 Section 1,T23N,R1W • NE1/4 NE1/4 Section 2,T23N,R1W • SE1/4 SE1/4 Section 35,T24N,R1W • SW1/4 Section 36,T24N,R1W and are more particularly delineated on the aerial photo-map attached as Exhibit A. B. As of the Effective Date, the Club Facilities consist of(i) two 18-hole golf courses; (ii) driving range and practice and putting greens;(iii)a golf pro shop,including a retail store;(iv)a full service restaurant and bar,including meeting and event space;and(v)various buildings and related facilities used for storage of maintenance and related golf course equipment, golf carts and other golf-course related supplies. C. Manager is knowledgeable and experienced in the management and operation of resort facilities similar to the Club Facilities. D. Owner wishes to engage Manager to promote,operate and manage the Club Facilities,and Manager is willing to provide such services pursuant to the terms and conditions set forth below. AGREEMENTS NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration,the receipt of which is hereby acknowledged,Owner and Manager agree as follows: ARTICLE I INTERPRETATION 1.01 Definitions All initially capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth below. Gold Mountain Golf Club Management Agreement 1 "Affiliate"means any other individual,corporation,partnership,limited liability company or other entity directly or indirectly controlling, controlled by, or under common control with Manager or Owner, as applicable. "Annual Plan and Budget"has the meaning set forth in Section 5.04. "Annual Statements"has the meaning set forth in Section 5.02. "Applicable Laws" means all laws, statutes, ordinances, regulations, codes, bylaws, orders, judgments, directives,rules,guidelines, orders and other requirements of any governmental or regulatory authority having jurisdiction over Owner and the Club Facilities including Environmental Laws and those laws, statutes, codes, rules and other requirements related to employees, health and safety and the accessibility of public facilities to persons with disabilities. "Base Management Fee"has the meaning set forth in Section 4.01. "Improvement"means a replacement,renewal or addition to FF&E or an alteration,improvement or replacement to the structural, mechanical, electrical, heating, ventilation, air conditioning, exterior, plumbing or vertical transportation elements of the Club Facilities,the cost of which is capitalized pursuant to GAAP. "Centralized Services" means accounting, human resources training and development, public relations, employee relations, payroll processing, information technology and other related services as provided in accordance with Section 2.04. "Centralized Service Fees"has the meaning set forth in Section 4.04. "Club Facilities"has the meaning set forth in Recital A. "Confidential Information"means(a)the terms of this Agreement, (b)all information that one party receives from the other party relating to the disclosing party's business and that is designated in writing as confidential by the disclosing party and (c) Manager's Intellectual Property. Notwithstanding the foregoing, the following information is not Confidential Information: information that(i) comes into the public domain through no fault of the receiving party;(ii)was lawfully disclosed to the receiving party by a third party;(iii)was disclosed by the receiving party with the disclosing party's written consent;(iv)was independently developed by the receiving party;or(v)was rightfully known by the receiving party prior to entering into this Agreement. "Environmental Laws"has the meaning set forth in Section 11.01. "Event of Default"has the meaning set forth in Section 3.02. "FF&E"means furniture,fixtures and equipment. "Force Majeure"means acts of God,acts of war,civil disturbance,governmental action(including the revocation or refusal to grant licenses or permits,where such revocation or refusal is not due to the fault of the party whose performance is to be excused for reasons of Force Majeure), strikes, lockouts, fire, unavoidable casualties, performance of approved Capital Improvements that have an adverse effect on income generating areas of the Club Facilities, or any other causes beyond the reasonable control of the party claiming such event occurred (excluding, however, (a) lack of financing,(b) financial condition or (c)general economic and/or market factors)). Gold Mountain Golf Club Management Agreement 2 "GAAP"means accounting principles generally accepted in the United States. "Gross Operating Profit"means the amount by which Gross Revenue for the applicable period exceeds Operating Expenses for that same period. "Gross Revenue" means all revenues, receipts, income and sale proceeds of every kind derived directly or indirectly from the Club Facilities as determined in accordance with GAAP. Gross Revenue shall include,but not be limited to, greens fees; cart fees(motorized and pull cart); club rentals;pro shop sales; income from the rental of meeting and event space or other facilities or services; license, lease and concession fees and rentals paid for any commercial, retail and other space in the Club Facilities (not including gross receipts of licensees, lessees and concessionaires); income from golf lessons and instruction;income from parking,and food and beverage sales provided by the Club Facilities;in and from both on and off-site locations; wholesale and retail sales of the Club Facilities' merchandise; and service charges. Notwithstanding the foregoing, Gross Revenue from the Club Facilities shall not include the following: gratuities to the Club Facilities'employees;federal,state or municipal excise,sales or use taxes or any other taxes collected directly from patrons,guests or customers or included as part of the sales price of any goods or services;proceeds from the sale of FF&E(which shall be deposited into the Capital Reserve Account); interest received or accrued with respect to the funds in the Operating Account(s) and Capital Reserve Account;any refunds,rebates,discounts and credits of a similar nature,given,paid or returned in the course of obtaining Gross Revenues or components thereof; insurance proceeds; condemnation proceeds;or any proceeds from any transfer of the Club Facilities. "Hazardous Materials"has the meaning set forth in Section 11.01. "Incentive Management Fee"has the meaning set forth in Section 4.02. "Initial Working Capital Deposit"has the meaning set forth in Section 5.07. "Manager"means Columbia Hospitality,Inc. or its permitted assigns. "Manager's Intellectual Property"has the meaning set forth in Section 12.04. "Manager's Trademarks"has the meaning set forth in Section 12.01. "Monthly Statement"has the meaning set forth in Section 5.01. "Net Operating Income"means the amount by which Gross Operating Profit for the applicable period exceeds(i)the Base Management Fee,(ii)insurance costs and expenses for the insurance coverages required under Article VII together with any associated deductibles, and (iii)real estate and personal property taxes,if any,for that same period. "Net Income"means the Net Operating Income,minus(i)the Incentive Management Fee,(ii)the deposits to the reserve for replacement account equal to 4%of Gross Revenue. "Operating Account(s)"has the meaning set forth in Section 5.03. "Operating Expenses"means all ordinary and necessary expenses, including,without limitation, Reimbursable Expenses, incurred in the operation of the Club Facilities, including without limitation, salaries,wages and benefits of the Club Facilities'personnel,utilities,administrative expenses,centralized service fees, and advertising and marketing expenses, all as determined in accordance with GAAP, but excluding (a)real estate and personal property taxes; (b) the Base Management Fee, (c) the Incentive Management Fee; (d) payments pursuant to equipment leases or other forms of FF&E financing; (e) Gold Mountain Golf Club Management Agreement 3 insurance costs and expenses for property and liability coverages required under Article VII together with associated deductibles;(f) amounts expended on Capital Improvements, including,without limitation any funding into or expenditures from the Capital Reserve Account;(g)depreciation and amortization expenses; and(h)costs and expenses of Owner or Owner's personnel. "Operating Standard"means the manner in which the Club Facilities are operated, which shall be consistent with the standards and practices maintained at the hotels and other facilities currently operated by Manager. "Operating Year"means each 12-month calendar year period, provided that the first Operating Year shall be the partial year beginning on the Commencement Date and ending on the following December 31st and, if this Agreement is terminated on a date other than December 31S`, the partial year ending on the date of termination. "Owner"means the City of Bremerton,a Washington municipal corporation. "Reimbursable Expenses"means all costs and expenses advanced by Manager or its Affiliates on Owner's account or for or on behalf of Owner in the ordinary course of providing services under this Agreement. "Replacement Reserve Account"has the meaning set forth in Section 6.02(8). "Target Fund Balance" as approved by the City Council action. 1.02 Captions,Numbering and Headings Captions,numbering and headings of Articles,Sections and Exhibits in this Agreement are for convenience of reference only and shall not be considered in the interpretation of this Agreement. References in this Agreement to Articles, Sections and Exhibits shall be deemed to be references to such Articles,Sections and Exhibits in this Agreement unless otherwise expressly specified. 1.03 Number; Gender Whenever required by the context,the singular shall include the plural,the neuter gender shall include the male gender and female gender,and vice versa. 1.04 Exhibits All Schedules and Exhibits referenced in this Agreement are incorporated by this reference as if fully set forth in this Agreement, and all references to this Agreement shall be deemed to include all such Schedules and Exhibits. 1.05 No Construction Against Drafter This Agreement has been negotiated and prepared by Owner and Manager and their respective attorneys and, should any provision of this Agreement require judicial interpretation,the court interpreting or construing such provision shall not apply the rule of construction that a document is to be construed more strictly against one party. Gold Mountain Golf Club Management Agreement 4 ARTICLE II MANAGEMENT SERVICES 2.01 Appointment of Manager/Manager's Management Responsibilities Subject to the terms and conditions of this Agreement, Owner engages Manager, as an independent contractor,to service,operate,promote and manage the Club Facilities for and on the account of Owner,as agent for Owner,and grants Manager the exclusive authority,right and full control to service, operate,promote and manage the Club Facilities and the personnel associated with the Club Facilities on a day-to-day basis consistent with the Operating Standard at Owner's sole cost and expense. Manager hereby accepts such engagement and agrees to service, operate, promote and manage the Club Facilities for the account and on behalf of Owner,as Owner's agent,in accordance with the terms of this Agreement and all applicable laws. Without limiting the foregoing,Manager shall have sole and exclusive authority to do the following: (a) manage all aspects of the Club Facilities' human resource functions, including terms and conditions of employment, recruiting, screening, selection, hiring, training, compensation,employee benefits,supervision,discipline, dismissal and replacement; (b) establish all relevant prices, price schedules, rates, rate schedules, rents, lease charges and concession charges for all areas of the Club Facilities; (c) negotiate and administer, in the name and on behalf of Owner, leases, licenses and concession agreements for gift shops or other minor areas appurtenant to the Club Facilities; (d) provide marketing and sales services for the Club Facilities; (e) obtain and keep in full force and effect in Manager's name or in Owner's name, as may be required by Applicable Laws, any and all license and permits to the extent the same is within the control of Manager; (fj negotiate,enter into,and administer,in the name and on behalf of Owner, contracts,licenses and purchase orders for services,inventories,provisions,and supplies that are necessary for maintenance and operation of the Club Facilities,and use the same in the management and operation of the Club Facilities; (g) negotiate,enter into,and administer,in the name and on behalf of Owner, contracts for the use of meeting areas by groups and individuals; (h) institute in its own name or,with Owner's written consent,in the name of Owner or the Club Facilities any and all legal actions or proceedings necessary for,or incident to,operation and maintenance of the Club Facilities; (i) maintain the facilities and equipment associated with the Club Facilities in good repair and condition; (j) perform such other tasks acceptable to Manager as are customary and usual in the operation of a Club Facilities of a class and standing equal to the Club Facilities. Gold Mountain Golf Club Management Agreement 5 Notwithstanding the foregoing, unless otherwise part of the Annual Plan and Budget approved by Owner in accordance with Section 5.02,Manager shall not enter into any agreement in the name of Owner(i)that creates an obligation of Owner that is greater than twenty-five thousand dollars ($25,000) or (ii) whose term exceeds one year and cannot be terminated without liability on sixty(60)days'written notice without Owner's prior written consent. 2.02 Personnel In furtherance of Manager's obligation to manage the Club Facilities' human resource functions,Manager shall have sole and exclusive responsibility for(a)identifying,interviewing,selecting, appointing, hiring, retaining, supervising, directing, disciplining and firing the Club Facilities' general manager(s) and other senior managers, and all other personnel necessary for the operation of the Club Facilities and the Club Facilities' systems and facilities; and(b)adopting and offering to personnel, and administering on Owner's behalf,employee benefit plans determined by Manager. All personnel associated with the Club Facilities shall be employees of Manager, provided that all costs associated with such personnel shall be an Operating Expense. Costs and expenses related to personnel may include,but are not limited to, benefit administration costs, payroll processing, recruiting, software licensing fees and compliance with all Applicable Laws, including, without limitation, the Consolidated Omnibus Budget Reconciliation Act(COBRA)and the Worker Adjustment and Retraining Notification(WARN)Act. 2.03 Sales and Marketing In connection with its management of the Club Facilities,Manager shall provide marketing and sales services,including(a)development(as part of the Annual Plan and Budget)and implementation of a sales and marketing program for the Club Facilities; (b) production and distribution of promotional materials; (c)development and implementation of promotional offers or programs; (d) attendance of the Club Facilities' personnel at relevant conventions, meetings, seminars and conferences; (e) selection of, engagement, and guidance to, as required, advertising, creative and public relations personnel and (f) updating and maintenance of the Club Facilities'website. Marketing and sales services provided under this Section 2.03 may be provided by Manager either solely on behalf of the Club Facilities or in conjunction with other similar Manager-operated properties (in which event such services would be centralized and billed to the Club Facilities in accordance with Section 4.04). 2.04 Centralized Services Owner acknowledges and agrees that in performing services under this Agreement (i) Manager may elect from time to time to perform certain functions(the"Centralized Services")as defined in Section 1.01 and in Exhibit D on a centralized basis using the personnel and resources of Manager's or its Affiliates' corporate office or other Manager-managed properties and (ii) the costs of any such centralized services shall be allocated fairly and equitably among the Manager-managed properties benefitting from such services. Owner further agrees that Manager may use its reasonable discretion to identify and determine from time to time those functions best performed on a centralized basis and that the costs of providing such Centralized Services to the Club Facilities : • -• - . _. .. _ . . shall be billed to,and paid by,Owner as an Operating Expense in accordance with Section 4.04. 2.05 Conditions to Manager's Obligations Notwithstanding anything contained in this Agreement, Manager shall be excused from, and may immediately suspend its performance of,its obligations under this Agreement: Gold Mountain Golf Club Management Agreement 6 (a) To the extent and whenever Manager shall be prevented from compliance with such obligations by events of Force Majeure; (b) To the extent of any breach of any representation, warranty or covenant contained in this Agreement or default hereunder by Owner;or (c) In the event Owner fails to provide the working funds necessary to operate the Club Facilities in a manner consistent with the Operating Standard. It is expressly agreed and understood that each and every provision contained in this Agreement pursuant to which Manager is excused from its obligations under this Agreement shall operate without prejudice to any right or remedy that Manager may have hereunder,at law or in equity. ARTICLE III TERM 3.01 Initial Term and Renewal 3.1 The term of this Agreement shall be five(5)years,commencing on January 1,2020(the "Commencement Date")and,unless earlier terminated in accordance with this Agreement, shall continue until December 31,2024(the"Initial Term").Upon expiration of the Initial Term,the Manager may request renewals of this Agreement for two (2) successive three-year renewal twits. Requests for any renewal should be made in writing at least 160 days in advance of expiration of the current term of the Agreement. Any requested renewals,if accepted, shall be mutually agreed upon in writing in advance of the expiration of the current term of the Agreement and is contingent upon approval by the City Council. 3.02 Termination-Event of Default In addition to the other termination rights set forth in this Agreement,this Agreement may be terminated prior to expiration under the following circumstances(each an"Event of Default"): (a) By either party, if the other party materially breaches any term of this Agreement or defaults in the performance of any obligation under this Agreement that can be cured with the payment of money and fails to cure such breach within ten(10) days following notice thereof by the non-defaulting party; (b) By either party, if the other party materially breaches any term of this Agreement or defaults in the performance of any obligation under this Agreement that cannot be cured with the payment of money, and fails to cure such breach or default within thirty (30) days following notice thereof by the non-defaulting party, or, in the event that it is not possible to cure such breach or default within thirty(30)days,the defaulting party fails to commence to cure the breach or default within the 30- day period and thereafter proceed diligently and in good faith to cure such breach or default within ninety (90)days; (c) By Manager, if Owner fails to timely deposit amounts requested by Manager in accordance with Sections 5.07 or 6.02; or (d) By either party, in the event of an appointment of a receiver, trustee or liquidator of the other party or of all or any part of its assets, or the filing of a voluntary petition in Gold Mountain Golf Club Management Agreement 7 • bankruptcy, the making of a general assignment for the benefit of creditors, the filing of a petition or an answer seeking reorganization or arrangement with creditors or bankruptcy petition or similar petition under state law,and such appointment,filing,assignment,or petition is not vacated within sixty(60)days. The non-defaulting party shall,in addition to its right of termination,be entitled to pursue all other available remedies at law or equity as a result of an Event of Default, including, in the case of a default by Owner, accrued and owing management fees and reimbursable expenses through the effective date of termination. 3.03 Termination-Convenience At the end of the third year of the Initial term, or later, Owner or Manager may terminate this Agreement without penalty or liability by providing the other party 160 days written notice. 3.04 Effect of Termination Upon expiration or earlier termination of this Agreement,the parties agree that(a)except for costs and expenses caused by Manager's Event of Default or as otherwise set forth in Section 7.03,any expenses arising as a result of the termination shall be for the sole account of Owner and Owner shall reimburse Manager on receipt of any invoice from Manager for any termination expenses;(b)within thirty (30)days following termination,Owner shall pay Manager any and all fees or other amounts owed under this Agreement through,to, and including the effective date of termination; (c) Manager shall peacefully vacate and surrender the Club Facilities to Owner; (d)Manager shall assign and transfer to Owner(i) all books and records of the Club Facilities in Manager's custody or control, including those contracts,leases and other agreements regarding the Club Facilities that are assignable and not Manager's Intellectual Property and(ii) all right, title and interest in and to all permits and licenses, if any, held by Manager in connection with the Club Facilities,to the extent such transfer or assignment is permitted under Applicable Laws; (e)Owner shall honor all business confirmed for the Club Facilities with reservation dates after the effective date of termination; and (f) as of the effective date of termination, Manager shall remove all Manager's Intellectual Property. Upon expiration or earlier termination of this Agreement, the parties' obligations with respect to this Agreement will terminate,except as to liabilities or claims of either party that have accrued or arisen before the termination date. Notwithstanding the foregoing, all provisions of this Agreement that are expressly or by implication to remain in force after the termination of this Agreement(including Articles X, XII and XIII and Sections 3.04, 7.03, 7.04, 11.01, 14.02, 14.03, 14.04. 14.06. 14.07. 14.12 and 14.13)will survive the expiration or earlier termination of this Agreement. ARTICLE IV COMPENSATION 4.01 Base Management Fee From and after the Commencement Date,Owner shall pay Manager for services provided under this Agreement a monthly base management fee of four and a quarter percent(4.25%) of the Club Facilities' Gross Revenue (the "Base Management Fee"). The Base Management Fee shall be paid monthly (prorated for any partial month) on or before the tenth (10t) day of the month immediately following the month during which services were rendered. Gold Mountain Golf Club Management Agreement 8 4.02 Incentive Management Fee From and after the Commencement Date and in addition to the Base Management Fee, Owner shall pay Manager for services provided under this Agreement an annual Incentive Management Fee equal to twenty percent (20%) of the Club Facilities' Net Operating Income, less replacement reserves, in excess of Six Hundred Thousand and No/100 Dollars ($600,000 00)and to the cap of Six Hundred and Fifty Thousand and No/100 Dollars ($650,000). Owner shall pay Manager for services provided under this Agreement an annual Incentive Management Rate equal to twenty-five percent (25%)of the Club Facilities Net Operating Income,less replacement reserves, in excess of Six-hundred and Fifty Thousand and One Dollars and No/100 Dollars($650,001) and to the cap of Seven-hundred Thousand and No/100 Dollars ($700,000). Owner shall pay Manager for services provided under this Agreement an annual Incentive Management Rate equal to thirty percent(30%)of the Club Facilities Net Operating Income,less replacement reserves,in excess of Seven-hundred Thousand and One Dollars and No/100 Dollars ($700,001) and to the cap of Seven-hundred Thousand and Fifty No/100 Dollars ($750,000). Owner shall pay Manager for services provided under this Agreement an annual Incentive Management Rate equal to forty percent (40%) of the Club Facilities Net Operating Income, less replacement reserves, in excess of Seven-hundred and Fifty Thousand and One Dollars and No/100 Dollars($750,001). (the "Incentive Management Fee").The annual Incentive Management Fee shall be computed and paid annually based on the Annual Statements provided hereunder. Payment shall be made on or before the tenth(10th)day following the delivery of the Annual Statements 4.03 Reimbursable Expenses From and after the Commencement Date and in addition to the Base Management Fee and Incentive Management Fee,Owner will reimburse Manager for the following Reimbursable Expenses,(a) corporate employees or employees of other Manager-operated properties serving functions associated with the Club Facilities that would otherwise be served by property-level staff; (b) all reasonable third party costs and expenses incurred and paid by Manager and its personnel (corporate or otherwise), including, without limitation,transportation costs,long distance and postage while performing under this Agreement; (c)payments made by Manager to third parties for goods and services in the ordinary course of the Club Facilities' operation; and(d) taxes and similar assessments levied against any reimbursement payable to Manager, including any applicable withholding taxes. Owner will pay, within thirty (30) days after the notice date,expenses to be reimbursed to Manager in accordance with this Section 4.03. 4.04 Centralized Service Fees From and after the Commencement Date,Manager reserves the right to charge certain fees and charges associated with any Centralized Services provided by Manager or its Affiliates in accordance with Section 2.04("Centralized Service Fees"). Centralized Service Fees shall be paid monthly(prorated for any partial month) in arrears, no later than the 15th day of each month commencing with the Commencement Date. Any such Centralized Service Fees will be allocated equitably among participating Manager-operated properties. 4.05 Payment Amounts payable to Manager or its Affiliates under this Agreement shall be paid in immediately available funds without reduction for taxes or other assessments. Payment shall be made to the place designated for the giving of notice under Section 14.04 or to such other place designated by Manager. At Manager's option, payments due Manager or its Affiliates may be made by Manager out of the appropriate Operating Account(s). Gold Mountain Golf Club Management Agreement 9 4.06 Club Facilities Accommodations and Amenities In addition to the fees outlined above,Owner shall provide Manager and its staff discounted use of the Club Facilities and their amenities on a "space available basis" and with no impact to public access,for leisure utilization and complimentary use of the Club Facilities for business related visits. ARTICLE V ACCOUNTING 5.01 Operating Expenses Paid by Owner All actions of Manager in the performance of its obligations and expenses incurred under this Agreement, including all wages,benefits and other payroll expenses of the Club Facilities' personnel, shall be for,and on behalf of, Owner and for its account, and all debts and liabilities arising in the course of the Club Facilities' operations, including,without limitation, any and all costs related to claims by the Club Facilities' personnel concerning their employment, shall be the obligation of Owner, and Manager shall not be liable for any of such expenses, debts, liabilities and obligations by reason of its direction, management,supervision and operation of the Club Facilities on Owner's behalf. 5.02 Accounting Matters During the Term, Manager shall maintain separate books of account and other financial records and systems for the Club Facilities that collect and reflect the results from the Club Facilities in all material respects in accordance with GAAP. All books of account and other financial records of the Club Facilities shall be available to Owner at the Club Facilities at reasonable hours for examination,inspection and copying upon reasonable notice.The City or its representatives may audit all of the Contractor's books and records relating to the Facility and its operation each year,and may audit some or all those books and records at any other reasonable time, upon not less than five days' prior written notice. On or before the twentieth(20th) day of each month that follows a month during which the Club Facilities were open and operating,Manager shall furnish to Owner a profit and loss statement for each Club Facilities that contains Gross Revenues,Operating Expenses,Gross Operating Profit and Net Operating Income for the preceding month and the year to date(the"Monthly Statements"). Within thirty(30)days following the end of each Operating Year,Manager shall furnish to Owner the cumulative year-end statements that detail calculations and payments of the fees payable to Manager hereunder (the "Annual Statements"). The parties shall, within thirty (30) days after Owner's receipt of the Annual Statements, make any adjustments, by cash payment,in the amounts paid or retained for such Operating Year as are needed because of the final figures set forth in the Annual Statements. All out-of-pocket costs and expenses incurred in the preparation of any statements, schedules, computation and other reports required under this Article V or any or provision of this Agreement shall be an Operating Expense of the respective Club Facilities. 5.03 Accounts and Expenditures All funds derived from the Club Facilities' operations shall be deposited by Manager in separate bank accounts in a bank or banks designated by Manager,subject to Owner's reasonable approval (the "Operating Accounts"). Withdrawals from the Operating Accounts shall be made solely by representatives of Manager whose signatures have been authorized by Owner. Reasonable petty cash funds shall be maintained at the Club Facilities. Manager shall cause disbursements to be made from the funds collected and deposited in the Operating Accounts in the manner and order designated by Manager, in the exercise of its commercially reasonable discretion. Debts and liabilities incurred by Manager hereunder as a result of its operation and management of the Club Facilities,whether asserted before or after expiration Gold Mountain Golf Club Management Agreement 10 or earlier termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenue that has been deposited in the Operating Accounts or petty cash. Manager shall not be obligated to incur any liability or obligation with respect to the Club Facilities, and Manager shall not be responsible for paying any obligation unless the amounts in the Operating Accounts,together with other funds provided by Owner, are sufficient to make such payment. 5.04 Annual Plan and Budget On or before July 31st of each Operating Year,Manager shall prepare and provide to Owner for its review and approval Manager's proposed operating plan and budget for the Club Facilities, which operating plan and budget shall contain,among other things,Manager's Initial Annual Estimates(revised as necessary), as well as estimated Gross Operating Profit and Net Operating Income, proposed Improvements and proposed expenditures from the Replacement Reserve Accounts for the ensuing Operating Year(the"Annual Plan and Budget"). If Owner disapproves of the Annual Plan and Budget, it shall identify the line items it disapproves and the remaining items shall be approved. Until such time as Owner and Manager are able to reach complete agreement over the Annual Plan and Budget,Manager may operate the Club Facilities under the proposed form of Annual Plan and Budget substituting those items still under dispute(other than fixed charges over which Manager has no control)with items taken from the prior Operating Year's Annual Plan and Budget adjusted to account for changes in anticipated occupancy and inflation and known cost increases. For the first Operating Year(Commencement Date—January 1, 2020),Manager shall operate the Club Facilities in accordance with the budget proposed by Manager and adopted by Owner during the Owner's annual budget process for the 2020 budget. 5.05 Compliance with Annual Plan and Budget Once the Annual Plan and Budget is approved by Owner or deemed to be approved, Manager may incur the expenditures and implement the provisions of the Annual Plan and Budget and, absent prior approval from Owner, Manager may not exceed amounts set forth in the Annual Plan and Budget(in the aggregate)by more than fifteen percent(15%),provided, however, that the preceding cap shall not apply to line item increases directly attributable to unplanned increases in occupancy or other revenue-producing activities. Owner and Manager acknowledge and agree that the Annual Plan and Budget is predicated on revenues and operating expenses estimated at the time of adoption of the Annual Plans and Budgets. The parties agree that adjustments to the Annual Plan and Budget may be required for variable expenses and events not reasonably within the control of Owner or Manager. All updates and revisions to the Annual Plan and Budget shall be submitted to Owner for review and approval in the manner described in this Section 5.05. 5.06 Emergency Expenditures Notwithstanding anything to the contrary in this Article or elsewhere in the Agreement, Manager may make expenditures in addition to those provided in the Annual Plan and Budget without the prior approval of Owner if Manager determines, in its reasonable discretion, that such expenditures are reasonably necessary to protect life or property,to comply with Applicable Laws or to avoid suspension of any service to the Club Facilities, provided that Manager uses commercially reasonable efforts to confer with Owner prior to any such expenditure and that Manager,as soon as reasonably possible,provides Owner written notice of any such expenditure.Additionally,"reasonable efforts to confer with the owner"includes the following: requests for owner to self-perform needed work. If Owner, in its reasonable discretion, identifies a matter that it believes is reasonably necessary to protect life or property, is to comply with Applicable Laws or to avoid suspension of any service to the Club Facilities, and provides three days' advance written notice for Manager to address, and such matter goes without remedy or satisfactory response,Owner may make such expenditures to address the matter and may deduct such expenses from Gold Mountain Golf Club Management Agreement 11 Manager's Base Management Fee. Notwithstanding the foregoing, such Emergency Expenditures are not a part of the Annual Plan and Budget calculations, and the funds for such Emergency Expenditures as set forth in this Section 6.05 shall be provided by Owner to Manager. 5.07 Working Capital Owner acknowledges and agrees that it has sole responsibility for the funding of the Annual Plan and Budget. All costs and expenses with respect to the operation and ownership of the Club Facilities shall be borne solely by and timely paid by Owner. From and after the Commencement Date,Owner shall ensure that sufficient working capital funds exist and are available to Manager at all times to meet the operating needs of the Club Facilities, which amount shall be no less than two (2) months' average Operating Expenses of the applicable Club Facilities as determined under the applicable Annual PIan and Budget. From time to time during the Term, on Manager's request, Owner shall deposit funds into the Operating Accounts sufficient to allow the uninterrupted operation of the Club Facilities in accordance with the terms of this Agreement and in a manner consistent with the Operating Standard. Owner's deposit shall be made within thirty(30)days after receiving Manager's funding request. ARTICLE VI REPAIRS,MAINTENANCE AND IMPROVEMENTS 6.01 Routine Repairs and Maintenance In furtherance of Manager's obligation to maintain the Club Facilities,Manager shall make or cause to be made such routine maintenance,repairs and minor alterations to the Club Facilities,including, without limitation, the golf course greens and surrounding areas, as it determines are necessary for such purposes and as more thoroughly specified in Exhibit B. Such routine maintenance,repairs and alterations shall include only those items that are normally expensed under GAAP and shall be paid from the Operating Account(s). Manager shall comply with RCW Chapters 39.04, 39.12 and 39.80 relating to public works contracting, if and as applicable, for maintenance and repairs. In this regard, Manager will periodically seek the advice of Owner in such matters and Owner will provide administrative and purchasing support to Manager if requested. Manager may not undertake physical alterations(excluding paint and wall and floor finishes)to the Club Facilities unless set forth in an Annual Plan and Budget without prior written consent of Owner. 6.02 Improvements and the Replacement Reserve Account (a) Owner acknowledges and agrees that as the Club Facilities age, certain Capital Improvements will be required to maintain and operate the Club Facilities' facilities (including the buildings,grounds,FF&E and operating supplies)in a manner consistent with the Operating Standard. To facilitate the funding of such needed Improvements at the Club Facilities, Manager shall deposit, as a minimum, an amount equal to four percent(4%)of the Gross Revenue, after the annual reconciliation of the fund balance,in a replacement reserve account established by Manager for the Club Facilities in a bank or banks designated by Manager, subject to Owner's approval (the "Replacement Reserve Account"). Annual reconciliation shall occur within 45 days of fiscal year end. Approval of the annual replacement plan shall be approved within 45 days after the reconciliation of the fund balance so Manager can expend authorized funds for actual replacements. (b) Funds deposited in the Capital Reserve Account shall be used solely for paying for Capital Improvements included and approved in the Annual Plans and Budgets or otherwise approved by Gold Mountain Golf Club Management Agreement 12 Owner, provided, that Manager may make expenditures out of the Capital Reserve Account without the prior approval of Owner if Manager determines in its reasonable discretion that expenditures are required to protect life or property or comply with Applicable Laws. If the estimate approved by Owner exceeds the Replacement Reserve Account balance,Owner will provide the additional funds required for such work within fifteen (15) days after receiving Manager's funding request, and in the event Owner fails to make such deposit,Manager may terminate this Agreement upon ten(10)days' notice to Owner. At the end of each Operating Year, any amount remaining in the Replacement Reserve Accounts together with accumulated interest shall be carried forward and credited as an addition to the Replacement Reserve Accounts otherwise established for the next succeeding Operating Year. Manager shall have no obligation to supervise any Improvement and all Improvements shall be performed exclusively by Owner and its representatives and agents and not by Manager. The cost of all Improvements shall be borne solely by Owner, shall not be an Operating Expense,and shall be reimbursed from the Capital Reserve Account to the extent there are funds in that account. (c) Any improvements, alterations, or changes made to the Golf Facilities in accordance with this Section 6.02 shall become a part of the Golf Facilities and shall belong to Owner upon expiration or sooner termination of this Agreement. (d)Manager shall maintain and repair the Facility and all furniture fixtures and equipment (FF&E) located on and in the premises. Manager shall undertake make all repairs and replacements that may be necessary so that at all times the Facility is in good order,condition and repair. 6.03 Liens Subject to Manager's receipt of appropriate funding from Owner, Manager shall keep the Golf Facilities free from any liens arising out of any work performed, materials furnished, or obligations incurred by Manager. ARTICLE VII INSURANCE AND CLAIMS 7.01 Insurance and Bonds (a) Manager shall,at all times during the Term and at Owner's sole cost and expense, furnish and maintain insurance and/or bonds of the types and with the coverages and deductibles described in Exhibit C with commercial insurance carriers having an A.M. Best rating of A-VII or better. All insurance policies furnished and maintained under this Section 7.01 shall include,to the extent possible,a requirement that the insurer provide each party at least thirty (30) days' advance written notice of cancellation of the applicable policy. Insurance maintained by Manager under this Section 7.01 shall be primary, and any insurance carried by Owner shall be excess and non-contributory. On or before the Commencement Date and prior to the effective date of any replacement or renewal policies furnished and maintained hereunder, Manager shall provide Owner with certificates of insurance evidencing that the insurance requirements of this Agreement have been satisfied. Owner and Manager acknowledge and agree that the policies and limits described herein shall be subject to adjustment by mutual agreement of the parties from time to time during the Term to reflect changes in the insuring practices for facilities similar to the Club Facilities and changes in insurance products. Gold Mountain Golf Club Management Agreement 13 (b) Owner shall maintain appropriate property coverage for the Club Facilities. Such policy(ies) shall include a replacement cost endorsement. Upon request, Owner shall provide Manager certificates of insurance evidencing the insurance required to be maintained by Owner under this Section. 7.02 Waiver of Subrogation Owner and Manager each waive any and all rights of recovery against the other(and against the affiliates, members, shareholders,managers, directors, officers, employees and representatives of the other party)for any loss,damage or injury to such waiving party or its property or others under its control, to the extent such loss,damage or injury is covered by the insurance maintained by the parties or required to be obtained by the parties under this Agreement(including any related deductible or retention),provided that this waiver does not apply to any rights that any party may have to insurance proceeds from their respective insurance policies at the time of such loss or damage. Each party obtaining any of the insurance described in Section 7.01 shall, to the extent commercially possible, obtain from its insurance carriers a consent to such waiver. 7.03 Indemnification (a) Each party shall defend, indemnify and hold the other party, its officers,officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all reasonable legal costs and attorney fees,arising or alleged to arise out of or in connection with its performance of this Agreement,except as provided in subsection(c)of this section. (b) In the event of any claim related to the parties' performance of this Agreement, each party shall first seek application of the primary insurance described in Section 7.01. (c) All reserves, losses, costs, damages or expenses that fall within applicable self- insured or deductible limits as described in Exhibit C,together with any costs of administration of the Club Facilities' insurance program, shall be paid by Owner and shall be treated as a deduction in determining Net Operating Income. (d) Notwithstanding subsection (c) of this Section, each party shall pay all claims, damages, losses, expenses, costs and attorney fees that a final court of competent jurisdiction has found results or arises out of its negligent or willful misconduct. (e) 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 Manager and the Owner, Manager's liability hereunder (to the extent not otherwise covered by the insurance required to be maintained by Manager in accordance with Section 7.01)shall be only to the extent of Manager's negligence as determined by a final court of competent jurisdiction (or otherwise agreed by Manager in a settlement reasonably approved by Manager). (f) In the event of any claim, damage, loss, expense or other cost arising under this Section,the parties agree to reasonably cooperate with, and provide reasonable assistance to,the other to first pursue and maximize possible insurance coverage and then, to the extent such claim, damage, loss, expense or other cost is not insured or falls within any applicable self-insured or deductible limits,defend and settle the claim, damage, loss, expense or cost. The parties agree,at Owner's request,to negotiate in good faith revisions to this Section 7.03 in the event claims,damages, losses,expenses or costs during any complete Operating Year greatly exceed the Club Facilities'historical loss history. Gold Mountain Golf Club Management Agreement 14 7.04 Waiver of Industrial Immunity SOLELY TO EFFECTUATE THE INDEMNITIES CONTAINED IN SECTION 7.03, EACH PARTY HERETO SPECIFICALLY AND EXPRESSLY WAIVES ANY IMMUNITIES OR LIMITATIONS ON LIABILITIES THAT IT MAY HAVE AS AN EMPLOYER UNDER ANY APPLICABLE WORKER COMPENSATION LAW, INDUSTRIAL INSURANCE ACT, OR ANY SIMILAR STATUTE. MANAGF �' OWNER ,i w ARTICLE VIII 8.01 Casualty If the Club Facilities are damaged or destroyed by casualty and Owner reasonably determines it is not feasible to rebuild,Owner or Manager may terminate this Agreement. If Owner elects to rebuild,then this Agreement shall continue in full force and effect. If the Club Facilities are closed for longer than three(3)months as the result of such casualty and Owner elects to rebuild the Club Facilities, this Agreement and its obligations will be suspended until the Club Facilities are re-opened or such other time as the parties agree. The parties may negotiate an interim management agreement to cover the period of such suspension. 8.02 Condemnation (a) Permanent Taking Upon a taking of either a fee interest in,or a perpetual easement on, all or any portion of the Club Facilities such that the part not taken may not reasonably be repaired, restored, replaced or rebuilt so as to constitute a golf facility as contemplated by the parties under this Agreement, either Owner or Manager shall, in its sole discretion, be entitled to terminate this Agreement on thirty(30)days' written notice to the other. Upon a taking of less than all of the subject Club Facilities, and if this Agreement has not terminated as permitted in this Section,this Agreement shall remain in full force and effect with respect to the remainder of the Club Facilities, and the awards or other proceeds on account of the taking on account of the taking shall not be included in the calculation of Gross Revenue for the Operating Year(s) in which received. Owner shall promptly repair, restore, replace or rebuild the remainder of the Club Facilities as nearly as possible to its value, condition, and character immediately prior to the taking and the costs of any such work shall not be deducted as an Operating Expense. Upon any taking,Manager shall,in its sole discretion,be entitled to terminate this Agreement on thirty(30)days' written notice to Owner. (b) Temporary Taking. If a temporary taking occurs so that the Club Facilities may not be operated in the manner consistent with the Operating Standard and continues in effect for a period of longer than twelve (12) months, either Owner or Manager shall, in its sole discretion, be entitled to terminate this Agreement on thirty (30) days' written notice to the other. Otherwise, upon a temporary taking of all or any portion of the Club Facilities,this Agreement shall remain in full force and effect,and the awards or other proceeds on account of the taking on account of the taking shall not be included in the calculation of Gross Revenue for the Operating Year(s) in which received. When and if,during the Term, the period of temporary taking ceases,Owner shall make all such restoration,repairs and alterations as are necessary to restore the Club Facilities to its condition prior to the taking. Owner shall promptly repair, restore,replace or rebuild the remainder of the Club Facilities as nearly as possible to its value,condition, and character immediately prior to the taking and the costs of any such work shall not be deducted as an Operating Expense. Gold Mountain Golf Club Management Agreement 15 ARTICLE IX BUSINESS INTERRUPTION In the event the Club Facilities suffer damage or loss as described in Section 8.01 that results in the interruption of operation of the Club Facilities for a period of three months or less,Owner shall be obligated during the period of interruption or any extended indemnity period (or until this Agreement is otherwise terminated or suspended by the parties in accordance with Section 8.01) to pay Manager for services provided an interim monthly management fee equal to four and a quarter percent (4.25%) of the Club Facilities'Gross Revenue for the same period of the prior year(the"Interim Management Fee"). By way of example and for clarification purposes only,in the event a portion of the Club Facilities are damaged by fire and Owner elects to repair and re-open the Club Facilities during the three-month period of October through December 2020,Owner shall pay Manager a monthly Interim Management Fee equal to 4.25%of the Gross Revenue generated by the Club Facilities during the months of October,November and December in 2019. Owner's payment obligations under this Article IX shall be offset and reduced by any proceeds received by Manager under any business interruption policy maintained by Manager in accordance with Section 7.01. ARTICLE X REPRESENTATIONS,WARRANTIES AND COVENANTS 10.01 By Owner Owner represents,warrants and covenants as follows: (a) Manager may peaceably and quietly possess,manage and operate the Club Facilities' during the Term, subject to the conditions hereof, free from interference, interruption or disturbance by Owner or its affiliates or anyone claiming through Owner or its Affiliates. (b) Owner has full power, authority and legal right to execute, perform and observe all of the provisions under this Agreement. This Agreement constitutes a valid and binding obligation of Owner and does not constitute a breach or default under Owner's governing documents or the terms,conditions or provisions of any agreement or instrument to which Owner or any of its Affiliates is a party or any Applicable Law. (c) There is no Iitigation or proceeding pending or, to Owner's knowledge, threatened against Owner,Owner's Affiliates or the Club Facilities that could adversely affect the validity of this Agreement or the ability of Owner to comply with its obligations under this Agreement. (d) To the best of Owner's knowledge(i)no Hazardous Materials are present in or on,or have been released from,the Club Facilities,(ii)there exists no other surface or subsurface soil, water, mineral, chemical or environmental condition in, on or under the Club Facilities that presents or poses any threat to the health and safety of any person or any property or with the passage of time will require notice or reporting to any governmental authority or employees or patrons of the Club Facilities,or otherwise require,based on any legal requirement or standard of prudent ownership,monitoring or remedial action, (iii)there exists no identifiable threat of the contamination of the Club Facilities by release of Hazardous Materials from existing sources adjacent to the Club Facilities, and (iv) the Club Facilities contain no underground storage tanks. Gold Mountain Golf Club Management Agreement 16 (e) As of the Commencement Date, (i) all leases, licenses, franchises, concessions,service agreements,mortgages or other agreements or security instruments with respect to the Club Facilities are in full force and effect and(ii)there exists no breach,default or event or condition which, with the giving of notice or the passage of time or both,would constitute a breach or default under the Club Facilities agreements or instruments either by Owner or the other contracting party. (f) During the term of this Agreement,Owner shall use its best efforts to pay, keep, observe and perform all payments, terms, covenants, conditions and obligations to be made, kept, observed or performed by Owner under any lease, license, franchise, concession, mortgage or other agreement or security instrument with respect to the Club Facilities, and shall keep such agreements and instruments in full force and effect. (g) Owner has, and throughout the term of this Agreement shall maintain, good and marketable title to the Club Facilities and the FF&E and all operating equipment and supplies, free and clear of all liens and encumbrances. 10.02 By Manager Manager represents,warrants and covenants as follows: (a) Manager has full power,authority and legal right to execute,perform and observe all of the provisions under this Agreement. This Agreement constitutes a valid and binding obligation of Manager and does not constitute a breach or default under Manager's governing documents or the terms, conditions or provisions of any agreement or instrument to which Manager or any of its Affiliates is a party or any Applicable Law. (b) There is no litigation or proceeding pending or, to Manager's actual knowledge,threatened against Manager or Manager's Affiliates that could adversely affect the validity of this Agreement or the ability of Manager to comply with its obligations under this Agreement. ARTICLE XI ENVIRONMENTAL 11.01 Environmental Laws Manager shall not use,generate,manufacture,store on,dispose of,produce,bring onto,or otherwise introduce to the Club Facilities any Hazardous Material, except those typically used in prudent and safe Club Facilities' operation. Owner shall indemnify, defend and hold the Manager harmless from and against all loss, costs, liability and damage (including, without limitation, engineers' and attorneys' fees and expenses, and the cost of litigation) arising from the presence of Hazardous Materials in, on or under the Club Facilities,except to the extent such loss,costs,liability or damage results from Manager's gross negligence or willful misconduct. For purposes of this Agreement,"Hazardous Materials"means and includes asbestos or any substance containing asbestos, polychlorinated biphenyls, any explosives, radioactive materials, chemicals known or suspected to cause cancer or reproductive toxicity, pollutants, effluents,contaminants,emissions,infectious wastes,petroleum or petroleum-derived waste or product or related materials and any items defined as hazardous,special or toxic materials,substances or waste under any Environmental Law, or any material which shall be removed from the Club Facilities pursuant to any administrative order or enforcement proceeding or in order to place the Club Facilities in a condition that is suitable for ordinary use. "Environmental Laws"means all federal,provincial and local laws(whether under common law, statute or otherwise), ordinances, rules, regulations and guidance documents now in Gold Mountain Golf Club Management Agreement 17 force,as amended from time to time,in any way relating to or regulating human health or safety,industrial hygiene or environmental conditions,protection of the environment,pollution or contamination of the air, soil,surface water or groundwater,including the Comprehensive Environmental Response,Compensation, and Liability Act of 1980, 42 U.S.C. §9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq.,the Clean Water Act, 33 U.S.C. §1251 et seq.,the Clean Air Act, as amended,42 U.S.C. §7401 et seq., the Occupational Safety and Health Act, 29 U.S.C. §651 et seq., the Hazardous Materials Transportation Act,49 U.S.C. §1801 et seq.,the Federal Water Pollution Control Act,33 U.S.C. §1321 et seq., and the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., and the amendments, regulations,orders,decrees,permits,licenses or deed restrictions now or hereafter promulgated thereunder.. 11.02 Payment of Costs All costs and expenses paid by Owner in connection with the compliance with all Environmental Laws, and any amounts paid to the Manager pursuant to the environmental indemnities hereunder shall be paid by Owner from its own funds and shall not be an Operating Expense,but may be a deduction from the Capital Improvement Reserve upon mutual consent of the parties. ARTICLE XII TRADEMARKS AND OTHER PROPRIETARY MATERIALS 12.01 Ownership of Manager Trademarks Owner acknowledges and agrees that Manager is and shall remain owner of the trademarks, trade name,service marks and copyrights associated with the name COLUMBIA HOSPITALITY and the related marks that include the words COLUMBIA HOSPITALITY, including COLUMBIA HOSPITALITY ACADEMY,and Manager's corporate logo or symbol,together with the right to use any and all URLs,slogans,derivations,trade secrets,know-how,and trade dress,and all other proprietary rights associated with such names, marks and slogans (the "Manager Trademarks"). Owner agrees not to contest Manager's rights in respect of the Manager Trademarks,including any additions or improvements to the Manager Trademarks by whomever developed. 12.02 Use of Manager Trademarks As part of its management services provided under the terms of this Agreement,Manager will use the Manager Trademarks as it deems appropriate and advisable to identify, designate, market, advertise and promote the Club Facilities as being affiliated with the group of inns,hotels,resorts and other facilities managed by Manager,subject to the following terms: (a) In connection with Manager's use of the Manager Trademarks,the Club Facilities will be identified as being affiliated with the Manager's group of inns, hotels, resorts and facilities even though the Club Facilities will continue to be primarily designated as the"Gold Mountain Golf Club." (b) Owner may not itself use the Manager Trademarks or apply for international, United States federal,or state or territorial registration of any rights in the Manager Trademarks. Without Manager's prior consent,Owner may not use of the Manager Trademarks as all or part of its legal name or any other trade or assumed name under which Owner does business. (c) Manager retains the sole right and discretion to (i) determine how and on what materials the Manager Trademarks may be used and(ii)handle disputes and control actual or threatened litigation with third parties relating to any part of the Manager Trademarks. Gold Mountain Golf Club Management Agreement 18 (d) Upon termination of this Agreement, any use of or right to use the Manager Trademarks shall immediately cease the Club Facilities will no longer be identified as being affiliated with the Manager's group of inns, hotels, resorts and facilities. As of the date of termination, Manager shall remove any proprietary signage, collateral or other materials from the Club Facilities. 12.03 Use of Owner's Trademarks Owner hereby grants to Manager a temporary, royalty-free, revocable, non-transferable license to use the trademarks"Gold Mountain,""Gold Mountain Golf Club,""Tucker's at Gold Mountain," and derivations thereof,together with all other trademarks,trade names and logos associated with the Club Facilities in connection with the performance of Manager's obligations hereunder. 12.04 Manager's Intellectual Property Owner acknowledges and agrees that Manager or its Affiliates may create, invent,author, produce, conceive or cause to be created, invented, authored, produced or conceived certain proprietary information, processes and systems and utilize or cause to be utilized such proprietary information, processes and systems in its management of the Club Facilities (collectively, "Manager's Intellectual Property"). Manager's Intellectual Property may include certain operations manuals; daily, monthly, quarterly and annual operational reports; budget programs and worksheets; sales and marketing plans and materials;recipes;employee training and development materials and guest profiles and information. Owner may not access, use, copy, distribute, reproduce, or allow access to or use of, Manager's Intellectual Property except to the extent authorized by Manager and then only in conjunction with Manager's services provided under this Agreement. Owner acknowledges and agrees that all right,title and interest in and to Manager's Intellectual Property,and all copyrights,trademarks,or other intellectual property or proprietary rights relating thereto, are and shall remain the sole and exclusive property of Manager. Owner further acknowledges that no such right,title or interest in these items is granted under this Agreement to Owner. ARTICLE XIII LIMITATIONS ON SERVICES AND RELEASE 13.01 No Manager Representation re Insurance In connection with any insurance coverages required or obtained under this Agreement, Manager makes no warranty or representation as to the advisability, nature or extent of the insurance coverages furnished and maintained by Manager for the benefit of Owner or other coverages Owner should consider for the protection of the Club Facilities or their operations. Owner agrees to rely exclusively on its own insurance advisors with respect to all insurance matters. 13.02 Financial Projections Any and all financial projections and budgets prepared by Manager under this Agreement, including the Annual Plans and Budget,are intended solely to assist Owner in operating the Club Facilities, but are not to be relied up on by Owner or any other third party as to the accuracy of information contained therein or the results predicted. Owner acknowledges and agrees that Manager shall not be held responsible by Owner or any third party for any divergence between such projections and budgets and actual operating results. Gold Mountain Golf Club Management Agreement 19 13.03 Warranty and Disclaimer MANAGER WARRANTS THAT IT WILL PERFORM ITS SERVICES HEREUNDER IN ACCORDANCE WITH THE DESCRIPTIONS SET FORTH IN THIS AGREEMENT USING GENERALLY ACCEPTED INDUSTRY STANDARDS AND PRACTICES. MANAGER DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR NON-INFRINGEMENT, 13.04 Release Owner hereby unconditionally releases Manager and its Affiliates and their respective owners,officers, directors,employees,agents and assigns from, and waives any right or claim relating to, any and all claims,liabilities and obligations,whether now existing or hereafter arising,and whether known, unknown, fixed, contingent or otherwise, arising from or related to the matters described in this Article XIII. ARTICLE XIV GENERAL TERMS AND CONDITIONS 14.01 Use of Affiliates Manager shall be entitled to contract with one or more of its Affiliates to provide goods and/or services to the Club Facilities, provided that the prices and/or fees paid to any such Affiliate are competitive with the prices and/or fees that would be charged by reputable and qualified parties that are not Affiliates of Manager for similar goods and/or services. The prices and/or fees paid to its Affiliates may include overhead and the allowance of a reasonable return customary for the goods and/or services to be provided. 14.02 Independent Contractor Manager and its employees are not employees of the Owner. Manager will perform the services hereunder solely as an independent contractor and as agent of Owner. Neither this Agreement nor any agreements, instruments, documents or transactions contemplated herein shall in any respect be interpreted, deemed or construed as making Manager or its employees, agents, representatives and contractors an employee,partner or joint venturer with,or of,Owner or any of its Affiliates. 14.03 Confidentiality Each party will use commercially reasonable efforts to keep in confidence and prevent the disclosure to any third party of any Confidential Information it receives from the other party. Notwithstanding the foregoing,the receiving party may disclose Confidential Information: (a) to its members, managers, employees, agents, lenders, advisors and attorneys on a "need to know" basis, provided that each such person has agreed to keep in confidence and prevent the disclosure to any third party of the Confidential Information;or (b) required to be disclosed pursuant to provisions of law (Public Records Act Chapter 42.56 RCW or other similar law) or a subpoena, provided that, if allowed by law, the receiving party provides the disclosing party with timely written notice of the subpoena or order,and cooperates with the disclosing party in obtaining confidentiality orders. Gold Mountain Golf Club Management Agreement 20 Each party will be entitled to equitable relief by way of injunction,temporary restraining order or otherwise, without the need to post a bond, if the other party breaches or threatens to breach any provision of this Section 14.03. 14.04 Notices All notices will be in writing and will be deemed duly given if(a)personally delivered, (b)sent by facsimile (with electronic confirmation of delivery), (c)sent by overnight delivery through a nationally-recognized overnight delivery service or (d)mailed registered or certified mail, return receipt requested,postage prepaid. Each notice will be delivered to the intended recipient at the applicable address or facsimile number set forth below or at any other address or facsimile number as any party notifies the other party in writing. Notices or other communications that are sent by(x)personal delivery or facsimile, will be deemed received on the day sent or on the first business day thereafter if not sent on a business day, (y)overnight delivery, will be deemed received on the first business day immediately following the date sent, and(z)U.S.mail,will be deemed received three business days immediately following the date sent. Notices shall be sent to the following addresses: If to Owner: City of Bremerton City Hall,345 6th Street,Suite 600 Bremerton,WA 98337 Attention: Director of Financial Services Telephone: (360)473-5722 Facsimile: 360)473-5200 If to Manager: Columbia Hospitality,Inc. 2223 Alaskan Way,Suite 200 Seattle,WA 98121 Attention: John Oppenheimer Telephone: (206)239-1800 Facsimile: (206)239-1801 with a copy to: Shiers Law Firm 600 Kitsap St, Suite 202 Port Orchard,WA 98366 Attention: Ken Kambich Telephone: (360)876.4455 Facsimile: (360) 876-0169 14.05 Entire Agreement and Modification This Agreement constitutes all of the understandings and agreements of any nature existing between the parties with respect to the management services Manager will perform for Owner under the terms of this Agreement. Unless otherwise provided for herein, no amendments, changes, alterations or modifications of this Agreement shall be effective unless they are in writing executed by Manager and Owner. 14.06 Governing Law and Venue This Agreement will be construed and interpreted in accordance with the laws of the State of Washington,without regard to applicable choice of law principles. Any mediation,arbitration or legal proceeding that arises out of or in connection with this Agreement will be initiated and maintained in Kitsap Gold Mountain Golf Club Management Agreement 21 County,Washington. Each party consents to jurisdiction and venue in such courts and waives the right to claim that any such court is an inconvenient forum. 14.07 Attorneys'Fees In the event an action is commenced by either party to enforce any right or obligation hereunder or interpret this Agreement,each party shall pay all its own costs and attorney's fees. 14.08 Assignment and Binding Effect Neither party may assign,pledge,encumber or otherwise transfer(whether by operation of law or as a result of merger, consolidation, reorganization or sale of assets or equity) its interest in this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party,such consent not to be unreasonably withheld or delayed,provided that so long as Manager is not then in material breach of default of this Agreement, Manager shall have the right, without Owner's consent,to assign all or a portion of its rights and obligations under this Agreement to(a)any Affiliate of Manager,(b)any successor to Manager that may result from any merger, consolidation or reorganization, or(c)any individual or entity that acquires all or substantially all of the business assets of Manager. Subject to the foregoing,this Agreement will be binding upon and inure to the benefit of the parties'successors and permitted assigns. 14.09 Waiver No delay or omission in exercising any right or remedy will be deemed a waiver of any right or remedy. No waiver of any provision of this Agreement will constitute a waiver of any other provision of this Agreement, nor will any waiver constitute a continuing waiver unless so specified in writing executed by the party to be bound. 14.10 Counterparts;Facsimile This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument,with the same effect as if the signatures thereto were in the same instrument. This Agreement will be effective and binding on the parties when both parties have executed and delivered a counterpart of this Agreement, it being agreed that facsimile signatures shall be binding on the parties. 14.11 Limited Restrictions on Manager Neither Manager nor any of its Affiliates is restricted from owning, operating, licensing, franchising, managing, advising, or otherwise associating in any way with any other hotel, time-share facility,interval ownership facility,vacation club,residential facility,food and beverage operation,or other business of any kind, whether or not such business may be considered competitive,directly or indirectly, with the Club Facilities,and Manager and its Affiliates are expressly permitted to engage in any or all of such activities, except that,Manager shall not manage or operate any golf course or golf club facilities in Kitsap County without Owner's consent, such consent not to be unreasonably withheld, conditioned or delayed. 14,12 Non-Solicitation During the Term and for two (2) years following expiration or earlier termination of this Agreement, the City shall not directly or indirectly or a company hired by the City shall not directly or indirectly,solicit for separate employment the services of,any personnel of Manager. Notwithstanding the Gold Mountain Golf Club Management Agreement 22 foregoing,if this Agreement is terminated for any reason,neither the City or any company hired by the City or the Manager shall interfere in any way with the decision of any personnel who has been continuously working at the Property for two(2)years("Property Employee"),prior to the date of termination to either continue employment with the Manager or seek employment with the City or a company hired by the City. To allow any Property Employee to decide whether to continue as an employee of Manager or seek employment with the City or a company hired by the City,neither the Manager nor the City or a company hired by the City shall(a)offer any pay increase or other incentives to any Property Employee,(b)create a new position for any Property Employee,or(c)make disparaging remarks about the other party. 14.13 Patriot Act Each party represents, warrants and covenants that neither it nor any of its Affiliates(or any of their respective principals,partners or funding sources)is nor will become: (a)a person designated by the U.S. Department of Treasury's Office of Foreign Asset Control as a"specially designated national or blocked person" or similar status; (b)a person described in Section 1 of U.S. Executive Order 13224 issued on September 23, 2001; (c) a person otherwise identified by a government or legal authority as a person with whom an owner or manager of a hotel is prohibited from transacting business;(d)directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government; or(e) a person acting on behalf of a government of any country that is subject to an embargo by the United States government. Each party shall notify the other in writing immediately upon the occurrence of any event which would render incorrect any of such party's representations and warranties under this Section. 14.14 Duplicate Originals This Agreement may be executed in duplicate originals. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Gold Mountain Golf Club Management Agreement 23 IN WTTNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date. OWNER: City of Bremerton By: ta. Wheeler Its: M: Date: ►V3`20 20 MANAGER: Columbia Hospitality,Inc. By: John Oppenheimer Its: President and CEO Date: Ci D Gold Mountain Golf Club Management Agreement 24 Legal Description—The Club Facilities are situated on a portion of the following sections:W 1/2 Section 1,T23N,RI WNE1/4 Section 2,T23N,R1WSEl/4 SEI/4 Section 35,T24N,R1WSWI/4 Section 36,T24N,RIW Exhibit"A" o«„��s'i=i–_,,...:,;'”Golf Course — °N� ----ear w„°,Read g (red boundary line) �_ f h, .4 :-.410FM i P7 i Y„.E • 044-,,,,....fity,44' . ; ".4 4. . #,.,,,'.... ::,',,,tt.., .i .4:it t - " t r . ". , , } � # Ylr� .mss � '4% ``tea , 1*.,,,,,�-. "s+"bes# � t . .,ate. ',/,:. .-...4..z,..$ .1 +t!w i r b6M' Exhibit A Exhibit B Maintenance Standards 1. Regular Maintenance In order for Golf Mountain Golf Club to continue its regard as a nationally known and well-respected golf destination, maintenance practices will remain in place to ensure the preservation of this reputation. Maintenance practices will include: A. Regular mowing of all turf, including greens,tees,fairways,roughs,collars and surrounds. B. Aerification of tees and greens at least twice per year C. Ongoing top-dressing of greens D. Ongoing sanding and seeding of tees,including driving range tees,in order to restore divots E. Ongoing sanding and seeding of fairways in order to restore divots F. Hole locations and tee locations shall be changed at least 5 days per week,as weather allows. G. Bunkers shall be raked at least three days per week,as weather allows. Bunkers shall be kept free of debris. H. Clubhouse surrounds to be kept clean,orderly and maintained on a year-round basis I. Parking lot to remain clean and free of debris on a year-round basis. Snow removal shall occur as necessary on entrance roads,parking lots and pedestrian walk ways. J. All restrooms to be cleaned and sanitized daily. K. Mowing heights,as weather allows,shall be maintained as follows: a. Greens speeds shall be a minimum of 9.5 feet on the stimp scale in season b. Fairways shall be maintained at or below.5 inches in season c. Rough shall be maintained at or below 2 inches in season d. All heights noted herein,may be adjusted when requested by tournament organizations. L. All equipment shall be proactively maintained in order to preserve life expectancy. Regular maintenance shall be performed in accordance with manufacturer recommendations,on all major equipment,including;mowers,carts,tractors,aerifiers,sprayers and top-dressing equipment. All maintenance service records shall be logged and saved. Records/logs shall be kept for each piece of major equipment. M. Mowing units shall be kept ground and sharpened in order to maintain proper turf conditions. N. All putting greens shall be proactively treated for disease on a year-round basis. O. Regular fertilizing practices shall be maintained in order to maintain turf health. P. All regulatory laws/rules shall be followed and proper reporting/training shall be maintained. Q. Hazardous trees will be removed by Manager's maintenance team members,when the removal can be conducted safely. An outside contractor may be used for tree removal when the scope of the removal exceeds the limitations of the on-site team members. 2. Irrigation A. Manager will maintain the irrigation systems in order to maintain life expectancy of all components. Manager shall contract with irrigation specialists when maintaining pumps and pump stations. Manager will work with Owner's Water Resource Manager to coordinate water usage and water pressure concerns. Exhibit B 3. Chemical Applications A. Manager will work closely with the Water Resource Division of Owner in the use of chemicals and their applications. A list of all pesticides and other chemicals shall be maintained by the manager including MSDS information sheets,date and times of applications,the person who applied the chemicals and all other information required by regulatory agencies such as OSHA,DOL,DOE,L&I,EPA and any other city,county,state or federal agencies that would have enforcement authority. Exhibit B Exhibit C Manager's Insurance Requirements To the extent commercially permissible or otherwise noted herein,the Manager and Owner shall be named insureds under the policies listed below. Deductibles, if any,for the following policies shall be subject to Manager's prior review and approval. (a) Commercial General Liability insurance on an occurrence basis against claims for personal injury(including bodily injury or death) and tangible property damage occurring on, in or about the Club Facilities or otherwise arising under this Agreement in an amount not less than that generally provided in policies of insurance procured by operators of other Club Facilities in the same general region in which the Club Facilities are located, but in no event less than $1 million per occurrence and $2 million aggregate limit. This insurance must include bodily injury and property damage liability, independent contractors' liability,contractual liability,products and completed operations liability,liquor liability for host and liquor legal liability, inn keepers legal liability and personal and advertising injury liability and shall be primary and non-contributory to any insurance maintained by either party. The policy will also include Premises Medical coverage with an applicable limit of$5,000. There shall be no deductible for this coverage. (b) Commercial automobile liability insurance on an accident basis against claims for injury or death to persons or damage with minimum limits of liability of$1 million combined single limit for each accident. Such insurance must include coverage for bodily injury liability,property damage liability,and the operation of owned,hired and non-owned vehicles. There shall be no deductible for this coverage. (c) Workers'compensation insurance as shall be required by and be in conformance with the applicable laws of the jurisdiction in which the Club Facilities are located, including employer's liability insurance with limits of not less than $1 million for each accident and disease for all of the employees involved in the Club Facilities' operations. The Manager shall be the only named insured. (d) Excess or "umbrella" liability insurance no less broad than the underlying General Liability,Automobile Liability, and Employers Liability coverages set forth above on an occurrence basis providing excess coverage in a total amount no less than $15 million in the annual aggregate. The deductible or self-insured retention for this coverage shall not exceed$10,000. (e) Employment practices liability insurance(with an extended reporting period not less than one(1)year in the event that the coverage is given in a"claims made"form)in an amount not less than $2 million per occurrence/annual aggregate. The deductible or self-insured retention for this coverage shall not exceed$10,000. (f) To the extent determined by Manager to be economically feasible, insurance against business interruption and extra expense resulting from loss or damage from hazards to all property(real and personal). The Manager shall be the only named insured under this policy. (g) Comprehensive crime insurance, including employee dishonesty with a limit not less than $2 million per occurrence. (h) Contractor's pollution coverage for Manager's operation of the Club Facilities with minimum limits of liability of$2 million. The Manager shall be the only named insured under this policy. Exhibit C mow (i) Such other insurance in amounts as Manager and Owner in their reasonable judgment, deem advisable for protection against claims,liabilities and losses arising out of or connected with the Club Facilities. Exhibit C Exhibit D: Centralized Services Fees Accounting- $4,583 per month/$55,000 annually People and Culture(Human Resources)-$2,642 per month I$31,704 annually Marketing-$667 per month/$8,004 annually Public Relations/Social Media-$500 per month/$6,000 annually Beginning January 1,2021,the above amounts will increase no more than four percent(4%)per year and will be included as part of the Annual Plan and Budget Exhibit D # sc1 I •.---'"4'""" ® DATE(MM/DDNYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE 10/01/2019 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). PRODUCER CONTACT NAME: Parker,Smith&Feek,Inc. PHONE 425-709-3600 t ,Ne)_425-709-7460 2233 112th Avenue NE E-MAIL Bellevue,WA 98004 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hanover Insurance Co. INSURED Ol )0' 19 INSURER B: Allmerica Financial Benefit Insurance Columbia Hospitality,Inc. Attn:Finance Department INSURER c: Great Amercian Alliance Ins.Co. 2200 Alaskan Way,Suite 200 S U INSURER D:' IFederal Insurance Company Seattle,WA 98121 V ------._.__ _ -_----. INSURER E: INSURER F: 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 ADDLISUBR POLICY EFF 1 POLICY EXP 'i LTR TYPE OF INSURANCE INSR I WVD POLICY NUMBER IMM/DDIYYYYI 4 IMM/DD/YYYYIJ LIMITS , GENERAL LIABILITY ZH2A39143606 EACH OCCURRENCE $ 1,000,000 A 10/01/2019 10/01/2020 T DAMAGE TO RENTED 1,000,1)00 K COMMERCIAL GENERAL LIABILITY X PREMISES(Ea occurrence) $ CLAIMS-MADE K OCCUR MED EXP(Any one person) $ 10,000 ," t PERSONAL 8 ADV INJURY $ 1,000,000 Jr GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 —1 POLICY PRO- JECT K LOC $ 'AUTOMOBILE LIABILITY AW2A90458706 COMBINED SINGLE LIMIT 1,000 00p B 10/01/2019 10/01/2020 (Ea accident) $ S> K ANY AUTO X BODILY INJURY(Per person) $ ALL OWNED — SCHEDULED BODILY INJURY(Per accident) $ AUTOS —. AUTOS NON-OWNED PROPERTY DAMAGE $ K HIRED AUTOS X AUTOS ,.(Per accident) $ . C UMBRELLA LIAB K OCCUR 19047025GAUM2664684 10/01/2019 10/01/2020 EACH OCCURRENCE $ 15,000,000 K EXCESS LIAB CLAIMS-MADE AGGREGATE $ 15,000,00 DED K RETENTIONS NIL $ OTH- A WORKERS COMPENSATION ZH2A39143606 ORY LIMIT$.WC STATU- K ER AND EMPLOYERS'LIABILITY Y/N "WA Stop y,10/01/2019 10/01/2020 — 1,000,000 "� ANY PROPRIETOR/PARTNER/EXECUTIVE Gap E.L.EACH ACCIDENT S ___ OFFICER/MEMBER EXCLUDED? N/A 1,000-01/0(Mandatory in NH) E.L.DISEASE_EA EMPLOYEE $ If yes,describe under1,000,000 DESCRIPTION OF OPERATIONS below ! E.L.DISEASE-POLICY LIMIT ,S D Employee Theft 82075839 10/01/2019 10/01/2020 2,000,000/2,500 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) C'p'. t INSR: Berkley Insurance Company I INS TYPE:Employment Practices Liability I I POLICY NUMBER:APPDCP105 BPB(t/b1E® 10/01/2020)APPDCP1058358P8 I LIMITS:2,000,000 Each Claim/35,000 Retention; Gold Mountain Golf Course... (See Attached Description) City of Bremerton Risk ManagemP CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton • ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Risk Management 345 6th Street,Suite 100 AUTHORIZED REPRESENTATIVE Bremerton,WA 98337 I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 1 of 9 (BML00) DESCRIPTIONS (Continued from Page 1 ) • The City of Bremerton is an additional insured and coverage is priayary and noo contributory on the General Liability and Excess Liability policies per the attached endorsements/forms and the Automobile policy per the policy provisions.The General Liability policy includes Liquor Liability of$1,000,000 Occurrence $2,000,000 Aggregate. 2of9 (AMI 00) • ' Policy Number: ZH2A39143605 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured — Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage—Borrowed Equipment, Customers Goods& Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments— Extended Reporting Period Included 9. Newly Acquired or Formed Organizations -Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or'' (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED: (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract, written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or "personal and advertising injury" caused, in (2) Will not be broader than the insurance whole or in part, by your acts or omissions, or which you are required by the contract, the acts or omissions of those acting on your agreement or permit to provide for such behalf, but only with respect to: additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc..with its permission. Page 1 of 4 3 off. (BML00) (3) Applies on a primary basis if that is advertising injury" involved the rendering required by the written contract, written of or failure to render any professional agreement or permit. services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is (5) Does not apply if the "bodily injury", added to SECTION III — LIMITS OF "property damage" or "personal and INSURANCE: advertising injury" is otherwise excluded The most we will pay on behalf of the from coverage under this Coverage Part, additional insured for a covered claim is the including any endorsements thereto. lesser of the amount of insurance: c. This provision does not apply: 1. Required by the contract, agreement or (1) Unless the written contract or written permit described in Paragraph a.; or agreement was executed or permit was 2. Available under the applicable Limits of issued prior to the "bodily injury", "property Insurance shown in the Declarations. damage", or "personal injury and This endorsement shall not increase the advertising injury". applicable Limits of Insurance shown in the (2) To any person or organization included as Declarations. an insured by another endorsement 2. Additional Insured — Primary and Non- issued by us and made part of this Contributory Coverage Part. The following is added to SECTION IV — (3) To any lessor of equipment: COMMERCIAL GENERAL LIABILITY (a) After the equipment lease expires; or CONDITIONS, Paragraph 4. Other insurance: (b) If the "bodily injury", "property Additional Insured — Primary and Non- damage", "personal and advertising Contributory injury" arises out of sole negligence of If you agree in a written contract, written the lessor agreement or permit that the insurance provided to (4) To any: any person or organization included as an (a) Owners or other interests from. whom Additional Insured under SECTION II — WHO IS land has been leased which takes AN INSURED, is primary and non-contributory, place after the lease for the land ex the following applies: pires; or If other valid and collectible insurance is available (b) Managers or lessors of premises if: to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our (i) The occurrence takes place after obligations are limited as follows: you cease to be a tenant in that premises; or a. Primary Insurance (ii) The "bodily injury", "property This insurance is primary to other insurance damage", "personal injury" or that is available to the Additional Insured "advertising injury" arises out of which covers the structural alterations, new con- Additional Insured as a Named Insured. We struction or demolition operations will not seek contribution from any other performed by or on behalf of the insurance available to the Additional Insured manager or lessor. except: (5) To "bodily injury", "property damage" or (1) For the sole negligence of the Additional "personal and advertising injury" arising Insured; out of the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary This exclusion applies even if the claims liability policy; or against any insured allege negligence or (3) when b. below applies. other wrongdoing in the supervision, hiring, employment, training or monitoring If this insurance is primary, our obligations are of others by that insured, if the not affected unless any of the other insurance "occurrence" which caused the "bodily is also primary. Then, we will share with all injury" or"property damage" or the offense that other insurance by the method described which caused the "personal and in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,inc.,with its permission. Page 2 of 4 4 o' (BML00) b. Excess Insurance insurer contributes equal amounts until it has (1) This insurance is excess over any of the paid its applicable limit of insurance or none of other insurance, whether primary, excess, the loss remains, whichever comes first. If any contingent or on any other basis: of the other insurance does not permit contribution by equal shares, we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for"your work"; limit of insurance to the total applicable limits (b) That is Fire insurance for premises of insurance of all insurers rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional Insured with permission of the owner; The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the Of Recovery Against Others To Us: Additional Insured's liability as a tenant for "property damage" to We waive any right of recovery we may have premises rented to the Additional against any person or organization with whom you Insured or temporarily occupied by the have a written contract that requires such waiver Additional with permission of the because of payments we make for damage under owner; or this coverage form. The damage must arise out of your activities under a written contract with that (d) If the loss arises out of the person or organization. This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the "occurrence" to Exclusion g. of SECTION I — or offense giving rise to such payments. COVERAGE A — BODILY INURY AND PROPERTY DAMAGE 4. Bodily Injury Redefined LIABILITY. SECTION V — DEFINITIONS, Definition 3. "bodily (2) When this insurance is excess, we will injury" is replaced by the following: have no duty under Coverages A or B to 3. "Bodily injury" means bodily injury, sickness or defend the insured against any"suit" if any disease sustained by a person including death other insurer has a duty to defend the resulting from any of these at any time. "Bodily insured against that "suit". If no other injury" includes mental anguish or other insurer defends, we will undertake to do mental injury resulting from "bodily injury". so, but we will be entitled to the insured's 5. Broad Form Property Damage — Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of (3) When this insurance is excess over other Elevators Insurance, we will pay only our share of a. SECTION I —COVERAGES, COVERAGE A— the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph j. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage" to "customers goods" while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office,inc.,with its permission. Page 3 of 4 5 of 9 (BM1 00) 19 Mobile Equip- Only those "autos" that are land vehicles and that would qualify under the ment Subject definition of"mobile equipment" under this policy if they were not subject to a To Compulsory compulsory or financial responsibility law or other motor vehicle insurance law Or Financial where they are licensed or principally garaged. Responsibility Or Other Motor Vehicle Insur- ance Law Only B. Owned Autos You Acquire After The Policy SECTION II - LIABILITY COVERAGE Begins A. Coverage 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered We will pay all sums an "insured" legally must next to a coverage in Item Two of the Decla- pay as damages because of "bodily injury" or rations, then you have coverage for "autos" "property damage" to which this insurance ap- that you acquire of the type described for the remainder of the policy period. plies, caused by an "accident" and resulting from the ownership, maintenance or use of a 2. But, if Symbol 7 is entered next to a cover- covered "auto". age in Item Two of the Declarations, an We will also pay all sums an "insured" legally "auto" you acquire will be a covered "auto" must pay as a "covered pollution cost or ex- for that coverage only if: pense" to which this insurance applies, caused a. We already cover all "autos" that you own by an "accident" and resulting from the owner- for that coverage or it replaces an "auto" ship, maintenance or use of covered "autos". you previously owned that had that cov- However, we will only pay for the "covered pol- erage; and lution cost or expense" if there is either "bodily b. You tell us within 30 days after you ac- injury" or "property damage" to which this in- quire it that you want us to cover it for surance applies that is caused by the same that coverage. "accident". C. Certain Trailers, Mobile Equipment And We have the right and duty to defend any "in Temporary Substitute Autos sured" against a "suit" asking for such damages or a "covered pollution cost or expense". How- If Liability Coverage is provided by this Cover- ever, we have no duty to defend any "insured" age Form, the following types of vehicles are against a "suit" seeking damages for "bodily also covered "autos" for Liability Coverage: injury" or "property damage" or a "covered 1. "Trailers" with a load capacity of 2,000 pollution cost or expense" to which this insur- pounds or less designed primarily for travel ance does not apply. We may investigate and on public roads. settle any claim or "suit" as we consider appro- 2. "Mobile equipment" while being carried or priate. Our duty to defend or settle ends when towed by a covered "auto". the Liability Coverage Limit of Insurance has been exhausted by payment of judgments or 3. Any "auto" you do not own while used with settlements. the permission of its owner as a temporary substitute for a covered "auto" you own that 1. Who Is An Insured is out of service because of its: The following are "insureds": a. Breakdown; a. You for any covered "auto". b. Repair; b. Anyone else while using with your per- c. Servicing; mission a covered "auto" you own, hire or borrow except: d. "Loss"; or e. Destruction (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. Page 2 of 12 Copyright, ISO Properties, Inc., 2005 CA 00 01 03 06 4,812 .. Hanover Insurance Group_ AW2A904587 0901121 (2) Your "employee" if the covered "auto" b. Out-Of-State Coverage Extensions is owned by that "employee" or a While a covered "auto" is away from the member of his or her household. state where it is licensed we will: (3) Someone using a covered "auto" (1) Increase the Limit of Insurance for Li- while he or she is working in a bust- ability Coverage to meet the limits ness of selling, servicing, repairing, specified by a compulsory or financial parking or storing "autos" unless that responsibility law of the jurisdiction business is yourswhere the covered "auto" is being (4) Anyone other than your "employees", used. This extension does not apply to partners (if you are a partnership), the limit or limits specified by any law members (if you are a limited liability governing motor carriers of passen- company), or a lessee or borrower or gers or property. any of their "employees", while mov- (2) Provide the minimum amounts and ing property to or from a covered types of other coverages, such as no- "auto". fault, required of out-of-state vehicles (5) A partner (if you are a partnership), or by the jurisdiction where the covered a member (if you are a limited liability "auto" is being used. company) for a covered "auto" owned We will not pay anyone more than once by him or her or a member of his or for the same elements of loss because of her household. these extensions. c. Anyone liable for the conduct of an "in- B. Exclusions sured" described above but only to the extent of that liability. This insurance does not apply to any of the fol- lowing: 2. Coverage Extensions 1. Expected Or Intended Injury a. Supplementary Payments "Bodily injury" or "property damage" ex- We will pay for the "insured": pected or intended from the standpoint of the (1) All expenses we incur. "insured". (2) Up to $2,000 for cost of bail bonds (in- 2. Contractual cluding bonds for related traffic law Liability assumed under any contract or violations) required because of an agreement. "accident" we cover. We do not have to furnish these bonds. But this exclusion does not apply to liability for damages: (3) The cost of bonds to release attach- ments in any "suit" against the "in- a. Assumed in a contract or agreement that sured" we defend, but only for bond is an "insured contract" provided the amounts within our Limit of Insurance. "bodily injury" or "property damage" oc- curs subsequent to the execution of the (4) All reasonable expenses incurred by contract or agreement; or the "insured" at our request, including actual loss of earnings up to $250 a b. That the "insured" would have in the ab- day because of time off from work. sence of the contract or agreement. (5) All costs taxed against the "insured" 3. Workers' Compensation in any "suit" against the "insured" we Any obligation for which the "insured" or the defend. "insured's" insurer may be held liable under (6) All interest on the full amount of any any workers' compensation, disability bene- judgment that accrues after entry of fits or unemployment compensation law or the judgment in any "suit" against the any similar law. "insured" we defend, but our duty to 4. Employee Indemnification And Employer's pay interest ends when we have paid, Liability offered to pay or deposited in court "Bodily injury" to: the part of the judgment that is within our Limit of Insurance. a. An "employee" of the "insured" arising out of and in the course of: These payments will not reduce the Limit of Insurance. (1) Employment by the "insured"; or CA 00 01 03 06 Copyright, ISO Properties, Inc., 2005 Page 3 of 12 4,813 19 Mobile Equip- Only those "autos" that are land vehicles and that would qualify under the ment Subject definition of"mobile equipment" under this policy if they were not subject to a To Compulsory compulsory or financial responsibility law or other motor vehicle insurance law Or Financial where they are licensed or principally garaged. Responsibility Or Other Motor Vehicle Insur- ance Law Only B. Owned Autos You Acquire After The Policy SECTION II - LIABILITY COVERAGE Begins A. Coverage 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered We will pay all sums an "insured" legally must next to a coverage in Item Two of the Decla- pay as damages because of "bodily injury" or rations, then you have coverage for "autos" "property damage" to which this insurance ap- that you acquire of the type described for the plies, caused by an "accident" and resulting remainder of the policy period. from the ownership, maintenance or use of a 2. But, if Symbol 7 is entered next to a cover- covered "auto". age in Item Two of the Declarations, an We will also pay all sums an "insured" legally "auto" you acquire will be a covered "auto" must pay as a "covered pollution cost or ex- for that coverage only if: pense" to which this insurance applies, caused a. We already cover all "autos" that you own by an "accident" and resulting from the owner- for that coverage or it replaces an "auto" ship, maintenance or use of covered "autos". you previously owned that had that cov- However, we will only pay for the "covered pol- erage; and lution cost or expense" if there is either "bodily b. You tell us within 30 days after you ac- injury" or "property damage" to which this in- quire it that you want us to cover it for surance applies that is caused by the same that coverage. "accident". C. Certain Trailers, Mobile Equipment And We have the right and duty to defend any "in Temporary Substitute Autos sured" against a "suit" asking for such damages or a "covered pollution cost or expense". How- If Liability Coverage is provided by this Cover- ever, we have no duty to defend any "insured" age Form, the following types of vehicles are against a "suit" seeking damages for "bodily also covered "autos" for Liability Coverage: injury" or "property damage" or a "covered 1. "Trailers" with a load capacity of 2,000 pollution cost or expense" to which this insur- pounds or less designed primarily for travel ance does not apply. We may investigate and on public roads. settle any claim or "suit" as we consider appro- 2. "Mobile equipment" while being carried or priate. Our duty to defend or settle ends when towed by a covered "auto". the Liability Coverage Limit of Insurance has 3. Any "auto" you do not own while used with been exhausted by payment of judgments or settlements. the permission of its owner as a temporary substitute for a covered "auto" you own that 1. Who Is An Insured is out of service because of its: The following are "insureds": a. Breakdown; a. You for any covered "auto". b. Repair; b. Anyone else while using with your per- t. Servicing; mission a covered "auto" you own, hire or borrow except: d. "Loss"; or e. Destruction. (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. Page 2 of 12 Copyright, ISO Properties, Inc., 2005 CA 00 01 03 06 4,812 ' Hanover Insurance Croup. AW2A904587 0901121 (2) Your "employee" if the covered "auto" b. Out-Of-State Coverage Extensions is owned by that "employee" or a While a covered "auto" is away from the member of his or her household. state where it is licensed we will: (3) Someone using a covered "auto" (1) Increase the Limit of Insurance for Li- while he or she is working in a busi- ability Coverage to meet the limits ness of selling, servicing, repairing, specified by a compulsory or financial parking or storing "autos" unless that responsibility law of the jurisdiction business is yours. where the covered "auto" is being (4) Anyone other than your "employees", used. This extension does not apply to partners (if you are a partnership), the limit or limits specified by any law members (if you are a limited liability governing motor carriers of passen- corn pany), or a lessee or borrower or gers or property. any of their "employees", while mov- (2) Provide the minimum amounts and ing property to or from a covered types of other coverages, such as no- "auto". fault, required of out-of-state vehicles (5) A partner (if you are a partnership), or by the jurisdiction where the covered a member (if you are a limited liability "auto" is being used. company) for a covered "auto" owned We will not pay anyone more than once by him or her or a member of his or for the same elements of loss because of her household. these extensions. c. Anyone liable for the conduct of an "in- B. Exclusions sured" described above but only to the extent of that liability. This insurance does not apply to any of the fol- lowing: 2. Coverage Extensions 1. Expected Or Intended Injury a. Supplementary Payments "Bodily injury" or "property damage" ex- We will pay for the "insured": petted or intended from the standpoint of the (1) All expenses we incur. "insured". (2) Up to $2,000 for cost of bail bonds (in- 2. Contractual cluding bonds for related traffic law Liability assumed under any contract or violations) required because of an agreement. "accident" we cover. We do not have to furnish these bonds. But this exclusion does not apply to liability for damages: (3) The cost of bonds to release attach- ments in any "suit" against the "in- a. Assumed in a contract or agreement that sured" we defend, but only for bond is an "insured contract" provided the amounts within our Limit of Insurance. "bodily injury" or "property damage" oc- curs subsequent to the execution of the (4) All reasonable expenses incurred by contract or agreement; or the "insured" at our request, including actual loss of earnings up to $250 a b. That the "insured" would have in the ab day because of time off from work. sence of the contract or agreement. (5) All costs taxed against the "insured" 3. Workers' Compensation in any "suit" against the "insured" we Any obligation for which the "insured" or the defend. "insured's" insurer may be held liable under (6) All interest on the full amount of any any workers' compensation, disability bene- judgment that accrues after entry of fits or unemployment compensation law or the judgment in any "suit" against the any similar law. "insured" we defend, but our duty to 4. Employee Indemnification And Employer's pay interest ends when we have paid, Liability offered to pay or deposited in court "Bodily injury" to: the part of the judgment that is within our Limit of Insurance. a. An "employee" of the "insured" arising out of and in the course of: These payments will not reduce the Limit of Insurance. (1) Employment by the "insured"; or CA 00 01 03 06 Copyright, ISO Properties, Inc., 2005 Page 3 of 12 4,813 DATE (MM/DD/YYYY) 10/20/2020 CERTIFICATE OF LIABILITY INSURANCE 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 NAME: FAX PHONE Parker, Smith & Feek, Inc. 425-709-3600425-709-7460 (A/C, No): (A/C, No, Ext): 2233 112th Avenue NE E-MAIL ADDRESS: Bellevue, WA 98004 INSURER(S) AFFORDING COVERAGENAIC # Hanover American Insurance Company INSURER A : INSURED Allmerica Financial Benefit Insurance INSURER B : Columbia Hospitality, Inc. Ace Property & Casualty Ins. Co. INSURER C : Attn: Finance Department Federal Insurance Company 2200 Alaskan Way, Suite 200 INSURER D : Seattle, WA 98121 INSURER E : INSURER F : COVERAGESCERTIFICATE 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. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSRWVD GENERAL LIABILITY ZH2A39143607 1,000,000 EACH OCCURRENCE$ A 10/01/202010/01/2021 DAMAGE TO RENTED 1,000,000 COMMERCIAL GENERAL LIABILITY$ PREMISES (Ea occurrence) X 10,000 CLAIMS-MADEOCCURMED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GENERAL AGGREGATE$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:PRODUCTS - COMP/OP AGG$ PRO- $ POLICYLOC JECT COMBINED SINGLE LIMIT 1,000,000 AUTOMOBILE LIABILITY AW2A90458707 (Ea accident)$ B 10/01/202010/01/2021 BODILY INJURY (Per person)$ ANY AUTO X ALL OWNEDSCHEDULED BODILY INJURY (Per accident)$ AUTOSAUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS (Per accident) AUTOS $ PUMB20AG27663345 UMBRELLA LIAB 15,000,000 EACH OCCURRENCE$ OCCUR C 10/01/202010/01/2021 15,000,000 EXCESS LIAB CLAIMS-MADEAGGREGATE$ NIL $ DEDRETENTION$ WC STATU-OTH- WORKERS COMPENSATION ZH2A39143607 A TORY LIMITSER AND EMPLOYERS' LIABILITY 10/01/202010/01/2021 Y / N ** WA Stop Gap 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 E.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS below Employee Theft 2,000,000/2,500 Deductible 82075839 D 10/01/2021 10/01/2020 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR: Admiral Insurance Co. | INS TYPE: Employment Practices Liability | | POLICY NUMBER: DCP1058358P10 (10/01/2020 - 10/01/2021)DCP1058358P10 | LIMITS: 2,000,000 Each Claim/35,000 Retention; Gold Mountain Golf Course... (See Attached Description) CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Bremerton Attn: Risk Management AUTHORIZED REPRESENTATIVE 345 6th Street, Suite 100 Bremerton, WA 98337 © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05)The ACORD name and logo are registered marks of ACORD 1 of 9(BML00) DESCRIPTIONS (Continued from Page) 1 . The City of Bremerton is an additional insured and coverage is primary and non-contributory on the General Liability and Excess Liability policies per the attached endorsements/forms and the Automobile policy per the policy provisions. The General Liability policy includes Liquor Liability of $1,000,000 Occurrence $2,000,000 Aggregate. 2 of 9(BML00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured – Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage – Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause lncluded 8. Medical Payments – Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or permit; The following is added to SECTION II – WHO IS AN INSURED: (2) Premises you own, rent, lease or occupy; or Additional Insured by Contract, Agreement or Permit (3)Your maintenance, operation or use of equipment leased to you. a. Any person or organization with whom you agreed in a written contract, written agreement b.The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1)Only applies to the extent permitted by additional insured only with respect to liability law; and for “bodily injury”, “property damage”, or (2)Will not be broader than the insurance “personal and advertising injury” caused, in which you are required by the contract, whole or in part, byyour acts or omissions, or agreement or permit to provide for such the acts or omissions of those acting on your additional insured. behalf, but only with respect to: 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 3 of 9(BML00) (3)Applies on a primary basis if that is advertising injury” involved the rendering required by the written contract, written of or failure to render any professional agreement or permit. services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is added to SECTION III – LIMITS OF (5)Does not apply if the “bodily injury”, INSURANCE: “property damage” or “personal and advertising injury” is otherwise excluded The most we will pay on behalf of the from coverage under this Coverage Part, additional insured for a covered claim is the including any endorsements thereto. lesser of the amount of insurance: c. This provision does not apply: 1. Required by the contract, agreement or permit described in Paragraph a.; or (1) Unless the written contract or written agreement was executed or permit was 2. Available under the applicable Limits of issued prior to the "bodily injury”, “property Insurance shown in the Declarations. damage", or "personal injury and This endorsement shall not increase the advertising injury". applicable Limits of Insurance shown in the (2) To any person or organization included as Declarations. an insured by another endorsement 2. Additional Insured – Primary and Non- issued by us and made part of this Contributory Coverage Part. The following is added to SECTION IV – (3)To any lessor of equipment: COMMERCIAL GENERAL LIABILITY (a) After the equipment lease expires; or CONDITIONS, Paragraph 4. Other insurance: (b)If the “bodily injury”, “property Additional Insured – Primary and Non- damage”, “personal and advertising Contributory injury” arises out of sole negligence of If you agree in a written contract, written the lessor agreement or permit that the insurance provided to (4) To any: any person or organization included as an Additional Insured under SECTION II – WHO IS (a) Owners or other interests from. whom AN INSURED, is primary and non-contributory, land has been leased which takes the following applies: place after the lease for the land ex- pires; or If other valid and collectible insurance is available to the Additional Insured for a loss covered under (b) Managers or lessors of premises if: CoveragesAorBof this Coverage Part, our (i) The occurrence takes place after obligations are limited as follows: you cease to be a tenant in that a.Primary Insurance premises; or This insurance is primary to other insurance (ii) The "bodily injury", "property that is available to the Additional Insured damage", "personal injury" or which covers the "advertising injury" arises out of Additional Insured as a Named Insured. We structural alterations, new con- will not seek contribution from any other struction or demolition operations performed by or on behalf of the insurance available to the Additional Insured manager or lessor. except: (1) For the sole negligence of the Additional (5)To “bodily injury”, “property damage” or Insured; “personal and advertising injury” arising out of the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary liability policy; or This exclusion applies even if the claims against any insured allege negligence or (3) whenb. below applies. other wrongdoing in the supervision, If this insurance is primary, our obligations are hiring, employment, training or monitoring not affected unless any of the other insurance of others by that insured, if the is also primary. Then, we will share with all “occurrence” which caused the “bodily that other insurance by the method described injury” or “property damage” or the offense inc. below. which caused the “personal and 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 4 of 9(BML00) b. Excess Insurance insurer contributes equal amounts until it has paid its applicable limit of insurance or none of (1) This insurance is excess over any of the the loss remains, whichever comes first. If any other insurance, whether primary, excess, of the other insurance does not permit contingent or on any other basis: contribution by equal shares, we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for "your work"; limit of insurance to the total applicable limits of insurance of all insurers (b) That is Fire insurance for premises rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional The following is added to SECTIONIV – Insured with permission of the owner; COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the OfRecovery Against Others To Us: Additional Insured’s liability as a We waive any right of recovery we may have tenant for "property damage" to against any person or organization with whom you premises rented to the Additional have a written contract that requires such waiver Insured or temporarily occupied by the because of payments we make for damage under Additional with permission of the this coverage form. The damage must arise out of owner; or your activities under a written contract with that (d) If the loss arises out of the person or organization. This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the “occurrence” to Exclusion g.of SECTION I – or offense giving rise to such payments. COVERAGEA–BODILY INURY 4. Bodily Injury Redefined AND PROPERTY DAMAGE LIABILITY. SECTION V – DEFINITIONS, Definition 3. “bodily ury” is replaced by the following: inj (2) When this insurance is excess, we will have no duty under Coverages AorBto3.“Bodily injury” means bodily injury, sickness or disease sustained by a person including death defend the insured against any "suit" if any resulting from any of these at any time. “Bodily other insurer has a duty to defend the injury” includes mental anguish or other insured against that "suit". If no other mental injury resulting from “bodily injury”. insurer defends, we will undertake to do so, but we will be entitled to the insured's 5. Broad Form Property Damage – Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of Elevators (3) When this insurance is excess over other Insurance, we will pay only our share of a.SECTION I – COVERAGES, COVERAGE A – the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph j. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage" to "customers goods" while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V – this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of your customer on your premises for the If all of the other insurance permits contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 5 of 9(BML00) 6 of 9(BML00) 7 of 9(BML00) 8 of 9(BML00) 9 of 9(BML00) 1 of 13 SPC ID: 10K EPL Retention (RJS00) CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY 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 (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS WC STATU-TORY LIMITS 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-OWNEDAUTOSAUTOS 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. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) 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). The ACORD name and logo are registered marks of ACORD 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. 10/03/2023 Parker, Smith & Feek Insurance, LLC. 2233 112th Avenue NE Bellevue, WA 98004 425-709-3600 425-709-7460 Fireman's Fund Insurance Co. Columbia Hospitality, Inc. Attn: Finance Department 2200 Alaskan Way, Suite 200 Seattle, WA 98121-3608 American Automobile Ins. Co. Travelers Prop. Casualty Co. of Amer. Hanover American Insurance Company Admiral Insurance Co. A X 1,000,000 8 8 8 USC010987220 11/15/2022 03/01/2024 1,000,000 20,000 1,000,000 2,000,000 2,000,000 B 1,000,000 X 8 8 8 SCV0129832202 11/15/2022 11/15/2023 C 8 5,000,000 8 X 5,000,000 EX7S37006122NF 11/15/2022 03/01/2024 D 810/01/2023 10/01/2024 1,000,000 ZZ2A39143610 ** WA Stop Gap 1,000,000 1,000,000 E Employment Practices Liability DEP1145387P12 10/01/2023 10/01/2024 2MM Each Claim/10k Retention INSR: Fireman's Fund Insurance Co. | INS TYPE: Umbrella / Excess Liability Occur; | ADDL INSR; | POLICY NUMBER: USC02997322U (11/15/2022 - 03/01/2024)USC02997322U | LIMITS: Each Occurrence: 5,000,000;Aggregate: 5,000,000; INSR: Federal Insurance Company | INS TYPE: Employee Theft/ERISA | | POLICY NUMBER: 82075839 (10/01/2023 - 10/01/2024)82075839 | LIMITS: 2MM/2,500 Ded/$500k ERISA or 10% up to $1M no retention... (See Attached Description) City of Bremerton Attn: Risk Management 345 6th St, Ste 100 Bremerton, WA 98337 2 of 13 SPC ID: 10K EPL Retention (RJS00) DESCRIPTIONS (Continued from Page ) 1 ; Gold Mountain Golf Course. The City of Bremerton is an additional insured and coverage is primary and non-contributory on the General Liability, Auto and Excess Liability policies per the attached endorsements/forms. The General Liability policy includes Liquor Liability of $1,000,000 Occurrence $2,000,000 Aggregate. 3 of 13 SPC ID: 10K EPL Retention (RJS00) Allianz (i) MultiCover®-Without Non Employment Discrimination Liability CG 7194 0319 Policy Amendment(s})Commercial General Liability Coverage Form Your Commercial General Liability Coverage Form is revised as follows: 1.Broadened Named Insured A.SECTION Il -WHO IS AN INSURED,item 3.,is deleted and replaced by the following: 3.Any organization that you own at the inception of this policy,or newly acquire or form during the policy period,and over which you maintain during the policy period majority ownership or majority interest, will qualify as a Named Insured if: a.There is no other similar insurance available to that organization;and b.The first Named Insured shown in the Declarations has the responsibility of placing insurance for that organization;and ¢.That organization is incorporated or organized under the laws of the United States of America. However: (1)Coverage under this provision 3 is afforded only until the next occurring annual anniversary of the beginning of the policy period shown in the Declarations,or the end of the policy period,whichever is earlier;and (2)Coverage A does not apply to bodily injury or property damage that occurred before you acquired or formed the organization;and (3)Coverage B does not apply to personal and advertising injury arising out of an offense committed before you acquired or formed the organization. B.SECTION Il -WHO IS AN INSURED,the last paragraph,is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture,or limited liability company that is not shown as a Named Insured in the Declarations.However, this does not apply to a limited liability company that meets all of the conditions in Section Il -Who Is An Insured,item 3.,above. 2.Additional Insured If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an additional insured,then this Section 2.Additional Insured does not apply to such person or organization. SECTION Il -WHOIS AN INSURED,subsection 2.e.,is added as follows: e.Any person or organization is included as an additional insured,but only to the extent such person or organization is legally obligated to pay for bodily injury,property damage or personal and advertising injury caused by your acts or omissions.With respect to the insurance afforded to such additional insured, all of the following additional provisions apply: (1)You have agreed in a written insured contract that such person or organization be added as an additional insured under this policy; (2)The bodily injury,property damage or personal and advertising injury for which said person or organization is legally obligated to pay occurs subsequent to the execution of such insured contract; (3)The most we will pay is the lesser of either the amount of insurance available under the applicable Limits of Insurance shown in the Declarations or the limits of insurance required by the insured contract: (4)The insurance afforded to such additional insured only applies to the extent permitted by law: CG 71 94 03 19 Copyright @ 2019 Atianz Giobal Risks US Insurance Company.All nghis reserved. Inckades copynghted matenal ol Insurance Services Office,Int ,with Its.permission.Page 1 of 7 Allianz @) MultiCover®-Without Non Employment Discrimination Liability CG 71940319 Policy Amendment(s)Commercial General Liability Coverage Form Your Commercial General Liability Coverage Form is revised as follows: i.Broadened Named Insured A.SECTION Il -WHO IS AN INSURED,item 3..is deleted and replaced by the following: 3.Any organization that you own at the inception of this palicy,or newly acquire or form during the policy period,and over which you maintain during the policy period majority ownership or majority interest, will qualify as a Named Insured if: a.There is no other similar insurance available ta that organization:and b.The first Named Insured shown in the Declarations has the responsibility of placing insurance for that organization;and c.That organization is incorporated or organized under the laws of the United States of America. However: (1)Coverage under this provision 3 is afforded only until the next occurring annual anniversary of the beginning of the policy period shown in the Declarations,or the end of the policy period,whichever is earlier;and (2)Coverage A does not apply to bodily injury or property damage that occurred before you acquired or formed the organization;and {3}Coverage B does not apply to personal and advertising injury arising out of an offense committed before you acquired or formed the organization. B.SECTION Il -WHO IS AN INSURED,the last paragraph,is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture,or limited liability company that is not shown as a Named Insured in the Declarations.However, this does not apply to a limited liability company that meets ail of the conditions in Section Il -Who Is An Insured,item 3.,above. 2.Additional Insured If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an additional insured,then this Section 2.Additional Insured does not apply to such person or organization. SECTION II -WHOIS AN INSURED.subsection 2.2.,is added as follows: e,Any person or organization is included as an additional insured,but only to the extent such person or organization is legally obligated to pay for bodily injury,property damage or personal and advertising injury caused by your acts or omissions.With respect to the insurance afforded to such additional insured, all of the following additional provisions apply: (1}You have agreed in a written insured contract that such person or organization be added as an additional insured under this policy: (2)The bodily injury,property damage or personal and advertising injury for which said person or organization is legally obligated to pay occurs subsequent to the execution of such insured contract; {3}The mast we will pay is the lesser of either the amount of insurance available under the applicable Limits of Insurance shown in the Declarations or the limits of insurance required by the insured contract: (4)The insurance afforded to such additional insured only applies to the extent permitted by law: CG 719403 19 Copyright ©2019 Allianc Global Res.US insurance Company All aghis reserved Includes copynghted matenal ol Insurance Services Office,Inc ,with its permission Page 1 of 7 4 of 13 SPC ID: 10K EPL Retention (RJS00) Allianz @) (5)Such person or organization is an additional insured only with respect to: (a)Their ownership,maintenance,or use of that part of the premises,or land,owned by,rented to, or leased to you,except such person or organization is not an insured with respect to structural alterations,new construction or demolition operations performed by or on behalf of such person or organization; (b)Your ongoing operations performed for that insured: (c)Their financial control of you,except such person or organization is not an insured with respect to structural alterations,new construction or demolition operations performed by or on behalf of such person or organization; (d)The maintenance,operation or use by you of equipment leased to you by such person or organization: (e)Operations performed by you or on your behalf and for which a state or political subdivision has issued a permit,provided such operations are not performed for such state or political subdivision, and are not included within the products-completed operations hazard;or (f}Their liability as grantor of a franchise to you. (6)This insurance does not apply to bodily injury,property damage,personal and advertising injury, occurrence or offense: (a)Which takes place at a particular premises after you cease to be a tenant of that premises. (b)Which takes place after ail work,including materials,parts or equipment furnished in connection with such work to be performed by or on behalf of the additional insured at the site of the covered operations,has been completed: (c)Which takes place after that portion of your work out of which the injury or damage arises has been put to its intended use by any other person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project:or (d)Which takes place after the expiration of any equipment lease to which (4){d)above applies: (7)With respect to architects,engineers or surveyors,coverage does not apply to bodily injury,property damage or personal and advertising injury arising out of the rendering or failure to render any professional services by or for you,including: (a)The preparing,approving,or failing to prepare or approve,maps,shop drawings,opinions,reports, surveys.field orders,change orders,or drawings and specifications;or {b)Supervisory,inspection,architectural,or engineering services. These exclusions apply even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment.training or monitoring of others by that insured,if the occurrence which caused the bodily injury or property damage,or the offense which caused the personal or advertising injury,involved the rendering of or the failure to render any professional!services by or for you. 3.Additional Insured -Vendors If an Additional insured Vendors endorsement is attached to this policy that specifically names a person or organization as an additional insured,then this Section 3.Additional Insured -Vendors does not apply to that person or organization. Unless the products-completed operations hazard is excluded from this policy,SECTION Il -WHO IS AN INSURED,item 2.f.is added as follows: f_Any vendor of yours is included as an additional insured,but only with respect to bodily injury or property damage caused by your products which are distributed or sold in the regular course of the vendor's business.subject to the following additional exclusions: CG 719403 19 Copyright ©2019 Aiianz Global Risks US Insurance Company Alt nghts reserved Includes copynghted matenal ot insurance Setvices Office,Int with its permissin.Page 2 af? Allianz (il) (5)Such person or organization is an additional insured only with respect to: {a)Their ownership,maintenance,or use of that part of the premises,or land,owned by,rented to, or leased to you.except such person or organization is not an insured with respect to structural alterations.new construction or demolition operations performed by or on behalf of such person or organization: ib}Your ongoing operations perfarmed for that insured; (c)Their financial control of you,except such person or organization is not an insured with respect to structural alterations,new construction or demolition operations performed by or on behalf of stich person or organization; (d)The maintenance.operation or use by you of equipment leased to you by such person or organization: {e)Operations performed by you or on your behalf and for which a state or political subdivision has issued a permit,provided such operations are not performed for such state or political subdivision, and are not included within the products-completed operations hazard:or (f}Their fiability as grantor of a franchise to you. (6)This insurance does not apply to bodily injury,property damage,personal and advertising injury, occurrence or offense: (a)Which takes place at a particular premises after you cease to be a tenant of that premises: (b)Which takes place after all work,including materials,parts or equiprnent furnished in connection with such work to be performed by or on behalf of the additional insured at the site of the covered operations.has been completed: (c)Which takes place after that portion of your work out of which the injury or damage arises has been put to its intended use by any other person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project:or (d)Which takes place after the expiration of any equipment lease to which (4)(d)above applies. (7)With respect to architects,engineers or surveyors,coverage does not apply to bodily injury,property damage or personal and advertising injury arising out of the rendering or failure to render any professional services by or for you,including: (a)The preparing.approving,or failing to prepare or approve,maps,shop drawings,opinions,reports, surveys.field orders,change orders,or drawings and specifications;or (6)Supervisory,inspection,architectural.or engineering services. These exclusions apply even if the claims against any insured allege negligence or other wrongdoing in the supervision.hiring,employment.training or monitoring of others by that insured,if the occurrence which caused the bodily injury or property damage.or the offense which caused the personal or advertising injury.involved the rendering of or the failure to render any professional services by or for you. 3.Additional Insured -Vendors If an Additional insured Vendors endorsement is attached to this policy that specifically names a person or organization as an additional insured,then this Section 3.Additional Insured -Venders does not apply to that person or organization. Unless the products-completed operations hazard is excluded from this policy.SECTION Il -WHO IS AN INSURED,item 2.is added as follows: f.Any vendor of yours is included as an additional insured.but only with respect to bodily injury or property damage caused by your products which are distributed or sold in the regular course of the vendor's business.subject to the following additional exclusions: CS 719403 19 Copynghl ©2019 Athanz Global Ask.US Insurance Company All nghts reservedInchescopynghiedmatenalotinsuranceSeryicesOffice,inc .with its permission Page 2 of? 5 of 13 SPC ID: 10K EPL Retention (RJS00) Allianz (il) (1)The insurance afforded such 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,unless 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 by the vendor in full compliance with the manufacturer's written instructions 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 (h)Bodily injury or property damage arising out of the liability of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. (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)The most we will pay is the lesser of either the amount of insurance available under the applicable Limits of Insurance shown in the Declarations or the limit of insurance required by the contract or agreement; and (4)The insurance afforded to such vendor only applies to the extent permitted by law. 4.Additional Insured -Limited Primary and Noncontributory Provision The following is added as a second paragraph to Section IV Conditions,Condition 4.Other Insurance,following paragraph b.(2): However,if you have added any person,organization or vendor of yours as an additional insured to this policy by way of this MultiCover®endorsement and have agreed in a written insured contract that this insurance is primary and non-contributory with other insurance available to that additional insured,this insurance is primary and we will not seek contribution from such additional insured’s other insurance,provided that the additional insured is a Named Insured under such other insurance. 5.Waiver of Subrogation SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS,item 8.,is deleted and replaced by the following: 8.Transfer of Rights of Recovery Against Others to Us and Blanket Waiver of Subrogation a.If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us.The insured must do nothing after the loss to impair those rights.At our request.the insured will bring suit or transfer those rights to us and help us enforce them. b.If required by a written insured contract executed prior to the occurrence or offense,we waive any right of recovery we may have against any person or organization named in such insured contract, because of payments we make for injury or damage arising out of your operations or your work for that person or organization. 03719403 19 Copynght ©2015 Allianz Global Risks US Insurance Company Alt aghts reserved Inckades copynghted matenal of Insurance Secaces inc.with ifs permission Page 3 of ? Allianz (il) (1)The insurance afforded such 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,unless 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 by the vendor in full compliance with the manufacturer's written instructions 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 (h)Bodily injury or property damage arising out of the liability of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. (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)The most we will pay is the lesser of either the amount of insurance available under the applicable Limits of insurance shown in the Declarations or the limit of insurance required by the contract or agreement: and (4)The insurance afforded to such vendor only applies to the extent permitted by law. 4.Additional Insured -Limited Primary and Noncontributory Provision The following is added as a second paragraph to Section I¥Conditions,Condition 4,Other insurance,following paragraph b.(2): However,if you have added any person,organization or vender of yours as an additional insured to this policy by way of this MultiGover®endorsement and have agreed in a “ritten insured contract that this insurance is primary and non-contributory with other insurance available to that additional insured,this insurance is primary and we will not seek contribution from such additional insured’s other insurance,provided that the additional insured is a Named Insured under such other insurance. 5.Waiver of Subrogation SECTION I¥-COMMERCIAL GENERAL LIABILITY CONDITIONS.item 8.,is deleted and replaced by the following: 8.Transfer of Rights of Recovery Against Others to Us and Blanket Waiver of Subrogation a.If the insured has rights to recover all or part of any payment we have made under this Coverage Part. those rights are transferred to us.The insured must do nothing after the loss to impair those rights.At our request.the insured will bring suit or transfer those rights to us and help us enforce them. b.If required by a written insured contract executed prior to the occurrence or offense.we waive any right of recovery we may have against any person or organization named in such insured contract, because of payments we make for injury or damage arising out of your operations or your work for that person or organization. 6719406 19 Copynght ©2018 Alhanz Global Risks US Insurance Company All aghts reserved inckdes copynghted matenal of Insurance Seraces fs ing wth rts permussmin Page 6 of 13 SPC ID: 10K EPL Retention (RJS00)2 of 4 (SZ000) THIS PAGE INTENTIONALLY LEFT BLANK 7 of 13 SPC ID: 10K EPL Retention (RJS00) 6. Allianz (il) b.Whether any Insured may be held liable as an employer or in any other capacity either directly or indirectly related to employment;and c.To any obligation to share damages with or repay someone else who must pay damages because of such injury or liability. WAR-To any liability arising,directly or indirectly,out of: a.War,including undeclared or civil war: b.Warlike action by a military force,including action in hindering or defending against an actual or expected attack,by any government,sovereign or other authority using military personne!or other agents;or c.Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. D.COVERAGE A -WHOIS AN INSURED Each of the following is an Insured under Coverage A: 1. 2. NAMED INSURED-Any person or organization shown in the Named Insured section of our Declarations. NEWLY ACQUIRED OR FORMED ORGANIZATIONS-Any organization you newly acquire or form during our Policy Period.However,Coverage A does not apply to any injury,damage or Occurrence,which took place or was committed before you acquired or formed the organization. PERSONS OR ORGANIZATIONS INSURED IN PRIMARY POLICIES -Any person or organization that is an insured in Primary Policies.However,any person or organization that becomes an insured in Primary Policies after the inception date of our policy is an Insured under Coverage A of our policy only if,prior to the time of an Occurrence,you agreed in a written contract to provide such insurance as is afforded by Coverage A of this policy. E.COVERAGE A -LIMITS OF INSURANCE 1. 540006 19 The Limits of Insurance shown in the Declarations and the terms below fix the most we will pay regardless of the number of: a.Coverages provided by this policy; b.Insureds; c.Claims made or Suits brought;or d.Persons or organizations making claims or bringing Suits. OCCURRENCE LIMIT a.The “each occurrence”limit shown in our Declarations is the most we will pay under Coverages A and B combined,for the sum of damages and Covered Pollution Cost or Expense arising out of any one Occurrence. Any amount we pay for damages or a Covered Pollution Cost or Expense arising out of an Occurrence will reduce or exhaust the amount of our applicable aggregate Limit of Insurance available for payment of damages or a Covered Pollution Cost or Expense arising out of any other Occurrence. b.Coverage A applies only in excess of the Limit of Insurance shown in our Schedule of Primary Insurance. But if a Primary Policy has a limit of insurance: (1)Greater than the amount shown,our policy applies excess of the greater amount;or (2)Less than the amount shown,our policy applies excess of the amount shown in our Schedule. c.If the limit of insurance of a Primary Policy is: (1)Reduced:or (2)Exhausted; by payment of judgments or settlements arising out of Occurrences,Coverage A will apply in excess of such reduced or exhausted limit of insurance. Copyright ©2003 Altanz Global Risks US insurance Cormpany All ngnts reserved.Page 6 ol 24 8 of 13 SPC ID: 10K EPL Retention (RJS00) Allianz @) M.OTHER INSURANCE-If there is any Other insurance available to any Insured,this policy applies excess of and does not contribute with such Other Insurance.However: 1.At your option,our policy will apply before Other Insurance applies when you agree in a written Insured Contract prior to the time of an Occurrence that such insurance as is afforded by this policy will apply in that manner. 2.This does not apply if the Other Insurance is specifically written to be excess over this policy. N.SEPARATION OF INSUREDS -Except with respect to the Limits of Insurance and any rights or duties specifically assigned to the First Named Insured,this insurance applies: 1.Asif each Named Insured were the only Named Insured;and 2.Separately to each Insured against whom claim is made or Suit is brought. O.INSPECTION AND AUDIT 1.We have the right but not the duty to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find;and c.Recommend changes. 2.Any inspections,surveys,reports or recommendations relate only to insurability and the premiums to be charged.We do not: a.Make safety inspections; b.Undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public;or c.Warrant that conditions are: (1)Safe or healthful;or (2)Comply with laws,regulations,codes or standards. 3.This condition applies: a.Tous;and b.To any rating,advisory,rate service or similar organization,which makes insurance inspections, surveys,reports or recommendations. 4.We may examine and audit your books and records as they relate to this policy: a.At any time during our Policy Period;and b.Up to one hundred eighty (180)days afterward. P.UNINTENTIONAL FAILURE TO DISCLOSE-If you unintentionally fail to disclose to us all of: 1.Your Products; 2.Your Work;or 3.Property owned or used by you; which exist at the inception date of this policy,we will not deny coverage under this policy because of such failure. Q.WAIVER OF SUBROGATION SAME AS PRIMARY-If you and the Primary Insurer,prior to the time of an Occurrence,waive any right of recovery against a specific person or organization for injury or damage,we will also waive any rights we may have against such person or organization. 5400 06 19 Copyright©2003 Atianz Global Risks US insurance Company.Ait nghts reserved.Page 17 of 24 9 of 13 SPC ID: 10K EPL Retention (RJS00) EXCESS (FOLLOWING FORM) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. AMENDMENT OTHER INSURANCE — DESIGNATED PERSONS OR ORGANIZATIONS FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT TO PROVIDE INSURANCE This endorsement modifies insurance provided under the following: EXCESS (FOLLOWING FORM)LIABILITY INSURANCE SCHEDULE OF DESIGNATED PERSONS OR ORGANIZATIONS Person or Organization: Any person or organization that you agree in a written contract to include as an additional insured on this policy provided that such written contract: 1.Was signed and executed by you before,and is in effect when,the damages occur;and 2.Specifically requires that the insurance provided by this policy for that person or organization apply on a prima- ry basis or a primary and non-contributory basis. Project or Location: Any project to which such written contract described in the Name Of Person(s)Or Organization(s)section of this Schedule applies. PROVISIONS The following is added to Paragraph 10.,OTHER IN- SURANCE.,of SECTION IV —CONDITIONS.: However,for any person or organization shown in the Schedule Of Designated Persons Or Organizations that qualifies as an insured under SECTION Il WHO IS AN INSURED for the project or location shown in that schedule,if the written contract in which you have agreed to provide insurance for that person or organi- zation specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis,this insurance will apply as if other insurance XP T8 01 10 21 available to that person or organization under which that person or organization qualifies as a named in- sured does not exist,and we will not share with that other insurance.But this insurance still is excess over any valid and collectible other insurance,whether such insurance is stated to be primary,contributing, excess,contingent or otherwise,which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. ©2021 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 10 of 13 SPC ID: 10K EPL Retention (RJS00) EXCESS (FOLLOWING FORM) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. AMENDMENT -OTHER INSURANCE - DESIGNATED PERSONS OR ORGANIZATIONS FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT TO PROVIDE INSURANCE This endorsement modifies insurance provided under the following: EXCESS (FOLLOWING FORM)LIABILITY INSURANCE SCHEDULE OF DESIGNATED PERSONS OR ORGANIZATIONS Person or Organization: Any person or organization that you agree in a written contract to include as an additional insured on this policy provided that such written contract: 1.Was signed and executed by you before,and is in effect when,the damages occur;and 2.Specifically requires that the insurance provided by this policy for that person or organization apply on a prima¬ ry basis or a primary and non-contributory basis. Project or Location: Any project to which such written contract described in the Name Of Person(s)Or Organization(s)section of this Schedule applies. PROVISIONS The following is added to Paragraph 10.,OTHER IN¬ SURANCE.,of SECTION IV-CONDITIONS.: However,for any person or organization shown in the Schedule Of Designated Persons Or Organizations that qualifies as an insured under SECTION II -WHO IS AN INSURED for the project or location shown in that schedule,if the written contract in which you have agreed to provide insurance for that person or organi¬ zation specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis,this insurance will apply as if other insurance available to that person or organization under which that person or organization qualifies as a named in¬ sured does not exist,and we will not share with that other insurance.But this insurance still is excess over any valid and collectible other insurance,whether such insurance is stated to be primary,contributing, excess,contingent or otherwise,which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. XP T8 01 11 22 ©2022 The Travelers Indemnity Company.All rights reserved. DATE OF ISSUE:11/16/2022 Page 1 of 1 11 of 13 SPC ID: 10K EPL Retention (RJS00) 12 of 13 SPC ID: 10K EPL Retention (RJS00) 13 of 13 SPC ID: 10K EPL Retention (RJS00) Page 10 of 13 (2)Primary while it is connected to a covered "auto"you own. b.For Hired Auto Physical Damage Coverage, any covered "auto"you lease,hire,rent or borrow is deemed to be a covered "auto" you own.However,any "auto"that is leased,hired,rented or borrowed with a driver is not a covered “auto”. c.Regardless of the provisions of Paragraph a.above,this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an “insured contract". d.When this Coverage Form and any other Coverage Form or policy covers on the same basis,either excess or primary,we will pay only our share.Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of ail the Coverage Forms and policies covering on the same basis. 6.Premium Audit a.The estimated premium for this Coverage Form is based on the exposures you told us you would have when this Policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance,if any.The due date for the final premium or retrospective premium is the date shown as the due date on the bill.If the estimated total premium exceeds the final premium due,the first Named Insured will get a refund. b.If this Policy is issued for more than one year,the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the Policy. 7.Policy Period,Coverage Territory Under this Coverage Form,we “accidents”and "losses"occurring: cover a.During the policy period shown in the Declarations;and b.Within the coverage territory. The coverage territory is: (1)The United States of America; (2)The territories and possessions of the United States of America; (3)Puerto Rico; (4)Canada;and (5)Anywhere else in the world if a covered "auto"of the private passenger type is leased,hired,rented or borrowed without a driver for a period of 30 days or less, provided that the “insured's"”responsibility to pay damages is determined in a "suit"on the merits,in the United States of America,the territories and possessions of the United States of America,Puerto Rico or Canada,or in a settlement we agree to. We also cover “loss”to,or “accidents” involving,a covered “auto”while being transported between any of these places. 8.Two Or More Coverage Forms Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us applies to the same “accident”,the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy.This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. SECTION V —DEFINITIONS A. ©Insurance Services Office,Inc.,2019 “Accident”includes continuous or repeated exposure to the same conditions resulting in “podily injury"or "property damage”. “Auto”means: 4.A land motor vehicle,“trailer’or semitrailer designed for travel on public roads;or 2.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However,"auto"does not equipment". include “mobile “Bodily injury"means bodily injury,sickness or disease sustained by a person,including death resulting from any of these. "Covered pollution cost or expense”means any cost or expense arising out of: 1.Any request,demand,order or statutory or regulatory requirement that any “insured”or others test for,monitor,clean up,remove, contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, “pollutants”;or CA 00 01 11 20