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AGENDA BILL CITY OF BREMERTON CITY COUNCIL 5Q SUBJECT: Study Session Date: December 11, 2019 Management Agreement with Columbia COUNCIL MEETING Date: December 18, 2019 Hospitality, Inc. for the Kitsap Conference Department: Finance Center at Bremerton Harborside Presenter: Melinda Monroe Phone: (360) 473-5306 SUMMARY: The current Conference Center Management Agreement for Kitsap Conference Center 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. ATTACHMENTS: 1) Kitsap Conference Center Management Agreement 2) Agreement Proposal Summary 3) Letters of support FISCAL IMPACTS (Include Budgeted Amount): Budgeted amount for 2020 - $1,699,635 STUDY SESSION AGENDA: x Limited Presentation Full Presentation STUDY SESSION ACTION: © Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Columbia Hospitality, Inc. Conference Center Management Operations Agreement; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 01/02/2018 MANAGEMENT AGREEMENT Kitsap Conference Center at Bremerton Harborside BETWEEN CITY OF BREMERTON AND COLUMBIA HOSPITALITY,INC. This MANAGEMENT AGREEMENT("Agreement") is entered into as of the kS`)"day of 2020 between the City of Bremerton, a Washington municipal corporation ("City") and Columbia Hospitality, Inc.,a Washington corporation("Contractor"). A. The City is the owner of the Conference center, parking garage, and related facilities known as the Kitsap Conference Center at Bremerton Harborside located at 100 Washington Avenue, Bremerton, WA 98337 ("Conference Center"or"Facility")as described in Exhibit A: Legal Description. The City desires to hire Contractor to serve as the manager for the conference center on the terms and conditions described below. B. Contractor is experienced in providing management services for conference centers and is willing and able to provide the conference center with services required by the City. Now,therefore,the parties agree as follows: 1.Appointment of Manager. 1.1 Purpose and Administration. The purpose of this Agreement is to establish a management services agreement whereby Contractor will provide certain management and related services to the Facility(as defined below). This Agreement is not a lease, nor does it create a leasehold interest or other similar property interest in Contractor to the Facility. 1.2 Appointment of Contractor as Manager. City hereby engages Contractor, and Contractor hereby agrees to be engaged,as the City's operator and manager of the Facility,with right and control to service,promote,operate and manage the Facility and its personnel in accordance with the terms and conditions set forth herein. 1.3 Scope of Services. Contractor's responsibilities include promoting and managing the use of the Facility;providing food and beverage service;providing other services as set forth herein related to the operation of the Facility; and providing janitorial services for the areas of Contractor's responsibility pursuant to this Agreement,except as otherwise agreed upon between the parties in writing.Additionally, Contractor shall provide competent personnel necessary for such operations and shall train and supervise them in their work. 1.4 Legal Relationship. 1.4.1 This Agreement shall not be construed as establishing a partnership or joint venture between the City and Contractor,and neither party shall be liable for the acts,omissions, debts or obligations of the other, except to the extent as may otherwise be expressly agreed to herein. Except as provided herein, neither party may make any representation or create any liability on behalf of the other, and no rights in any third party shall arise by virtue of the agreements contained herein. Kitsap Conference Center Management Agreement 1 1.4.2 Contractor, its subcontractors,and their employees, are not employees of the City and are not eligible for any benefits through the City, including without limitation federal social security, health benefits,workers'compensation,unemployment compensation, and retirement benefits. 1.4.3 Except as otherwise provided herein, the parties agree and acknowledge that Contractor is an independent contractor and that no liability shall attach to City as a result of the acts or omissions of Contractor, its agents or employees. 2..Facility, 2.1 The Facility.The Facility shall consist of the Primary Premises(as defined below)and the Additional Premises (as defined below)(collectively,the"Facility")as follows: 2.1.1 Primary Premises. Contractor shall have exclusive control over, and responsibility for the following areas, in (the "Primary Premises") (The identifying room numbers below are taken from LMN Architects record drawings dated October 1,2004,page A210&A212): (a) Conference Center Conference Rooms, including the Conference Center conference room(s), the boardroom, the Conference Center lobby and reception offices, and the Conference Center pre-function area(100, 101, 102 a-d, 103, 126); (b) Conference Center prep kitchen and staff restrooms 120, 120a, 120b, 118, 119); (c) All storage rooms(P204); (d) Conference Center Bridal/Guest Dressing Rooms(114, 115); (e) All Conference Center storage rooms adjacent to the receiving area and prep kitchen(listed above); (f) Conference Center Sales Office(123, 124, 145); (g) All Conference Center public restrooms(121, 122); (h) Conference Center Patio (Exterior plaza immediately in front of room 101); (i) Conference Center Audio-Visual Room (113); (j) Conference Center janitor closets and all electrical, mechanical and communications rooms(112a, 112b, 111); (k) All corridors and common areas among the above stated areas together with all reasonable ingress and egress thereto(110, 110a, 110b, 116);and (1) Transit Harborside Building 3rd floor meeting rooms, pantry and related facilities. Kitsap Conference Center Management Agreement 2 2.1.2 Additional Premises. In addition to the Primary Premises, Contractor may use and book,arrange and conduct events in the following areas,(the"Additional Premises"). (a) Conference Center/Hotel Plaza Contractor shall be the exclusive provider of food,beverage and event booking and production services for the Conference Center/Hotel Plaza. (b) Harborside Fountain Park Facilities, which consist of (1) a meeting/event room and adjoining deck and associated kitchen facilities("Event Facilities"),(2)restrooms serving the facilities together with connecting hallways ("Bathroom Areas"). Use of the Harborside Fountain Park,is available through arrangement with the City of Bremerton Parks Department. In the event that Contractor utilizes any portion of the Additional Premises, all of the terms of this Agreement shall apply for the limited period of use; provided,however, Contractor shall not have the obligation of maintenance and repair as set forth in Section 6.4 hereof,but instead shall only be responsible for returning that portion of the Additional Premises utilized by Contractor in as good and clean a condition as when received, subject to normal wear and tear. The Contractor shall also be responsible to reimburse, at current rental rates, the City of Bremerton Parks Department for staff time related to the contractor's use of the additional premises. Arrangement for use, as well as resulting reimbursement to the City of Bremerton Parks Department,of adjacent Park facilities is available with the City of Bremerton Parks Department. 2.2 The City's Right to access the Facility.The City may access and utilize the Facility as follows: 2.2.1 Repair&Maintenance.The City may enter the Primary Premises to perform any repair and maintenance the City reasonably believes necessary, provided that the City's repair and maintenance work shall not materially interfere with Contractor's use of the Facility as contemplated herein and the City provides Contractor advance notice of at least twenty-four hours. The City may also enter the Primary Premises to alter or construct major improvements to the Primary Premises in accordance with the Annual Plan and Budget(as defined below), provided that the City's alteration and construction shall not materially interfere with Contractor's use of the Facility as contemplated herein and that the City provides at least ten (10) business days advance written notice to Contractor. Pursuant to Section 6.4, Contractor shall be responsible for maintenance and repair of the Primary Premises. 2.2.2 Use&Occupancy.Except as otherwise expressly provided in this Agreement,the City shall have no right to use or occupy the Primary Premises,other than as a customer of the Contractor. 3.Term and Termination 3.1 Term.Pursuant to IRS Revenue Procedure 97-13, the term of this Agreement shall be five(5)years,commencing on January 1,2020(the"Commencement Date")and,unless terminated earlier 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 terms.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. Kitsap Conference Center Management Agreement 3 3.1 Termination-Default. In addition to the other termination rights set forth elsewhere in this Agreement, this Agreement may be terminated prior to expiration of the then current term (Initial or Renewal) 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 and fails to cure such breach or default within thirty(30)days or (fifteen(15)if the default involves the nonpayment of money)following notice thereof by the non-defaulting party, provided, that if the default cannot reasonably be cured within the 30-day period, the defaulting party shall not be in default if it commences to cure the default within the initial 30-day period and diligently pursues it to completion.The non-defaulting party, shall in addition to its right of termination, be entitled to pursueall other remedies at law or in equity as a result of a default. 3.2 Termination-IRS Revenue Procedure 97-13.Pursuant to IRS Revenue Procedure 97- 13, the City reserves the right to terminate this Agreement,without cause and without penalty at the end of the third year of the Initial term, or later. In such event, the City shall provide Contractor no less than ninety (90)days' prior written notice of termination. 3.3 Termination - Performance. Provided the City is not then in default under this Agreement, the City shall have the right, subject to Contractor's right to cure described below, to terminate this Agreement prior to the expiration of the then current term (Initial or Renewal) upon not less than forty-five (45) days' prior written notice to Contractor, without penalty, if for reasons other than Force Majeure (as defined below),the Facility's Net Income (as defined below) is not equal to or greater than seventy-five percent(75%)of the Net Income budgeted in the applicable Annual Plan and Budget(the"Performance Threshold")for any two(2)consecutive Operating Years(as defined below) commencing with the second full year the Facility is operating, provided, however, that such notice of termination shall be deemed null and void and shall not affect a termination of this Agreement if,within thirty(30)days after the City gives Contractor the notice of termination, Contractor pays to the City the difference between the Facility's actual Net Income and the Performance Threshold for the Operating Year for which the termination notice is provided. For the purposes of this Agreement, "Operating Year" shall be defined as each calendar year during the Term, except that the first Operating Year shall be the partial year beginning on the Commencement Date and ending on the following December 31, and the final Operating Year shall be the year or partial year as applicable beginning on January 1 of the year in which the Agreement expires or is earlier terminated and ending on the expiration date or effective date of termination. 3.4 Survival. Sections 9, 10, and 14 of this agreement shall survive expiration or earliest termination of this agreement. • 1111 • I ! III : II : ••Il , Y. 1 I • I .. 4.1 Fixed Fee to Contractor.As compensation for services rendered by Contractor,the City shall pay to Contractor (without right to setoff) a fixed fee of seven thousand five hundred ($7,500) per month during the Initial Term (the"Fixed Fee"). The Fixed Fee is payable monthly not later than the last day of the month following the month for which services are provided. 4.2 Percentage Fee to Contractor. As additional compensation for services rendered by Contractor the City shall pay to Contractor(without right of setoff) an amount equal to one and one-half percent(1.5%) of Gross Revenues(as defined below) for the applicable period (the "Percentage Fee," and together with the Fixed Fee, the "Management Fee"). The Percentage Fee shall be payable for each Operating Year. The Percentage Fee shall be paid monthly in arrears based on actual Gross Revenues Kitsap Conference Center Management Agreement 4 accrued through the end of the immediately preceding calendar month. 4.3 Reimbursable Expenses.The City shall promptly reimburse Contractor for any Operating Expenses (as defined below) to the extent paid directly by Contractor and not out of the Operating Accounts. 4.4 Payment. Amounts payable to Contractor or its Affiliates (as defined below) under this Agreement shall be paid to Contractor in immediately available funds without deduction for taxes or other assessments.At Contractor's option, payments due Contractor or its Affiliates under this Agreement may be made by Contractor out of the appropriate bank accounts required under Section 6.9.2. 4.5 Default Interest. Any and all amounts that may become due from one party to the other under this Agreement shall bear interest from and after the respective due dates thereof at an annual rate of interest of eight percent (8%). An amount due Contractor under this Agreement is deemed received by Contractor when Contractor has the authority and ability, consistent with the prudent exercise of Contractor's duties under this Agreement,to pay itself such amount from the Operating Accounts. 4.6 Required—Fee Adjustment.Kitsap County issued$11,395,000 in Limited Tax General Obligation Bonds, Series 2002A on April 11,2002,in part to finance the Kitsap Public Facilities District's contribution towards construction of the Facility. As a condition to receipt of such funds, the City has agreed not to take actions with respect to the Facility that would jeopardize the tax-exempt status of the bonds.Therefore,pursuant to IRS Revenue Procedure 97-13,the Percentage Fee paid to Contractor for any full Operating Year shall not exceed the Fixed Fee for that Operating Year. In the event the parties reasonably anticipate that the Percentage Fee for any full Operating Year will exceed the Fixed Fee for that Operating Year, the parties shall adjust the fee schedule to comply with this provision and, in doing so, shall ensure that the level of compensation to be paid Contractor as calculated under the compensation formula originally established above is maintained. In addition, during the first year of operation of the Facility,the Percentage Fee and Fixed Fee may be adjusted by the parties on a monthly basis as necessary to comply with the fixed/percentage fee requirements of IRS Revenue Procedure 97-13.Finally,the Fixed Fee and Percentage Fee formulas in Sections 4.1 and 4.2 above will be evaluated on an annual basis by the parties and adjusted by the parties as necessary to comply with IRS Revenue Procedure 97-13 and further as may be agreed upon between the parties. 4.7 Definitions.For purposes of this Agreement,the following terms have the meanings set forth below: 4.7.1 "FF&E"are movable furniture,fixtures,or other equipment that have no permanent connection to the structure of a building or utilities. 4.7.2 "Gross Revenues"means all revenue of any kind resulting directly or indirectly from operations at the Facility generated by Contractor pursuant to this Agreement during the period at issue as determined in accordance with Generally Accepted Accounting Principles(GAAP), including without limitation,(i)all income and proceeds from the rental and use of space within the Facility; (ii)all income and proceeds from food and beverage operations at the Facility;(iii)commissions from subcontractors;and (iv)all income and proceed from goods and services supplied to Facility users. Gross Revenues does not include the following: (a) Applicable federal, state and local excise, sales, use or admissions taxes collected directly from patrons as part of,or based on,the sales price of goods and services. Kitsap Conference Center Management Agreement 5 (b) The service staff distribution portion of service charges collected by or on behalf of employees. 4.7.3 "Operating Expenses" means all ordinary and necessary expenses incurred in the maintenance and operation of the Facility, including without limitation the following: (a) Cost of operations, maintenance, and repair of all operating equipment and replacement of minor items initially supplied by the City and cost of operating supplies. (b) Contractor's expense associated with the cost of compensation, benefits and payroll taxes of all personnel working at the Facility or while performing duties with respect to the Facility from other locations, including,without limitation, at Contractor's or Contractor's Affiliates' offices, excluding Contractor's "Executive Personnel" and the portion of gratuities kept by Contractor employees. For proposes of this provision, Contractor's Chief Executive Officer, the Chief Operating Officer, the Senior Vice Presidents, and the Corporate Controller and their successors(unless specifically otherwise agreed in writing) are Contractor's "ExecutivePersonnel." City has the right to approve all time spent and billed to the Facilityoperations by Contractor personnel located outside the Facility that is not otherwise reflected in the Annual Plan and Budget; (c) Cost of utilities servicing the Facility; (d) Cost of repair and maintenance of the Facility,excluding maintenance and repairs that are the City's sole responsibility; (e) Premiums for workers' compensation insurance and public liability insurance as may be required under this Agreement,together with any deductibles or reasonable costs to cover any self-insured losses; (f) Cost of all business taxes and valid third party assessments against Contractor or the City with respect to the operation of the Facility,excluding federal,state and local income taxes; (g) Cost of reasonable legal, accounting, auditing and human resources fees for services directly related to the operation of the Facility,provided, however,that each party shall bear its own legal and accounting fees associated with the negotiation and drafting of this Agreement;Manager may determine with City that certain disciplines of the Facility, (e.g. Accounting, Human Resources and Marketing) as listed on Exhibit B are more effectively and efficiently managed centrally versus on the property. Charges for such disciplines which are centrally managed but directly provided to the Facility will be billed to the Facility as an Operating Expense("Centralized Services"). Centralized Services shall be paid monthly (prorated for any partial month) in arrears, no later than the fifteenth (15th) day of each month. The City will have discretion to approve such services as part of the annual budget review. (h) Costs of technical consultants and specialized operational experts for specialized services in connection with non-recurring work on operation,functional design or construction problems; (i) All costs and expenses for marketing, advertising, promotion and sales activity directly related to the Facility, including travel, food and beverage and lodging while away from the City of Bremerton on these activities;City will reimburse Contractor for these expenditures to the extent they were incurred in accordance with City's travel policies. Kitsap Conference Center Management Agreement 6 (j) Contractor's Fixed Fee and Percentage Fee pursuant to Sections 4.1 and 4.2; (k) All costs and expenses associated with the provision of food and beverage services and event production services for events at the Facility; (1) Deposits into the Reserve Account;and (m) All other reasonable charges and expenses associated with the operation and management of the Facility to the extent set forth in the Annual Plan and Budget, authorized under Section 6.6 or otherwise authorized by the City in writing. Notwithstanding the foregoing Operating Expenses do not include(i)depreciation or amortization; (ii)debt service on any bonds or indebtedness to construct the Facility;(iii)costs of repairing or maintaining the roof, exterior, foundations and structural components of the Facility; (iv) costs to repair or replace construction or design defects in the Facility. 4.7.4"Net Income"means for any period,the amount,if any,by which Gross Revenue for that period exceeds Operating Expenses for that period. 5. City Responsibilities 5.1 Generally. Subject to the terms and conditions set forth herein,the City shall commit sufficient financial and other resources to permit the Facility to be operated by Contractor in accordance with the Annual Plan and Budget and in a manner consistent with the other conference centers and properties managed by Contractor(the "Operating Standard"). 5.2 Parking. City shall provide for at least 150 parking spaces at the Facility garage for use by patrons of the Facility at then prevailing market rates or as otherwise negotiated by Contractor. Patrons do not include any employees or subcontractors of Contractor.City shall provide,as available, parking for use by employees and caterers of the Facility at a negotiated hourly rate. City will provide seven (7) spaces for senior staff of the Facility at monthly market rates. All costs and expenses for parking under this Section shall be Operating Expenses under Section 4.7.3. 5.3 Repair&Maintenance.The City,at its sole cost and expense, shall repair and maintain the roof, foundations, fire suppression system, HVAC system,elevators, escalators, security system, dock structure (if any), structural components andall exterior elements of the Facility. 5.4 Noninterference.Contractor has the sole responsibility and authority to manage the day- to-day operations of the Primary Premises and any of Contractor'sactivities occurring within the Additional Premises. To the extent the City's consent or approval is required under this Agreement, such consent or approval may notunreasonably be withheld, delayed or conditioned. The City may, however, withhold its' consent whether or not such withholding is considered unreasonable if Contractor'sproposed actions are reasonably deemed by City to be contrary to the Facility's Mission Statement as follows: The Kitsap County Regional Conference Center will be designed and operated to establish a first-class conference and event center on the Bremerton waterfront. Its unique design, spectacular view, creative cuisine, and first-class service will provide a complete experience for corporate meetings,community social events, naval facility activities, and Kitsap Conference Center Management Agreement 7 create opportunities for county educational institutions.The Conference Center will serve as an economic enhancement for the further revitalization of the Bremerton waterfront and Kitsap County. 5.5 Sales of Goods at the Facility. The City reserves the right to approve any items sold at the Facility or items that carry any sort of identification with the Facility, except for food and beverage as provided as part of a function under thisAgreement. 6.Contractor Responsibilities, 6.1 Professional Skill & Judgment. Contractor shall use its highest standard of professional skill and judgment in managing the Facility and shall use all reasonable efforts to promote the reputation and financial success of the Facility. Contractor shall at all times undertake its activities in a manner consistent with the Mission Statement. Contractor will be responsible for the overall management of the Facility, including,without limitation,the services described in this Section 6. In so doing, Contractor may, at its option, directly perform such services itself and on an exclusive basis or through the use of a short list of preferred vendors. If Contractor chooses to work with preferred vendors, it is authorized and directed to use its sole discretion and good faith judgment in choosing and managing such vendors and sub-contractors. 6.2 Business License. Contractor shall obtain a City of Bremerton business license as required by Chapter 5.02 of the Bremerton Municipal Code prior to beginning work under this Agreement. 6.3 Personnel.Contractor shall hire,train,manage and terminate all executive staff,operating and service employees and subcontractors hired or retained to assist in the operation of the Facility. All personnel hired by Contractor for the Facility shall be Contractor's employees or sub-contractors and not the City's,provided that such personnel shall be employed at the expense of the City. 6.4 Maintenance and Repairs; Alterations. Contractor shall, at the City's sole cost and expense, undertake normal maintenance and repair to the Primary Premises and all FF&E located within the Primary Premises. Contractor shall comply with RCW Chapters 39.04, 39.12 and 39.80, if and as applicable,for maintenance and repairs. In this regard,Contractor will periodically seek the advice of the City in such matters and the City will provide administrative and purchasing support to Contractor if requested. Contractor may not undertake physical alterations(excluding paint and wall and floor finishes) to the Facility without the prior written consent of the City unless set forth in the Annual Plan and Budget. All contracts entered into pursuant to this paragraph,without regard to whether City is bound thereon,shall contain a provision(1)that City is a third-party beneficiary of the agreement, (2)that all representations, warranties and guarantees are fully assignable to City,and(3)that the contract may be assumed by City in the event of termination of this Agreement.In addition,all goods acquired pursuant to this paragraph shall be titled in the name of City. 6.5 Pro Forma.Contractor will prepare and submit to City a pro forma fmancial and operating statement that describes Contractor's planned activities at the Facility over the term of this Agreement, including proposed budgets for marketing, catering, and operations (the "Pro Forma") within thirty (30) days of the commencement of the renewal term unless otherwise agreed. Contractor will prepare the Pro Forma using its good faith business judgment. The Pro Forma represents an estimate and is subject to factors beyond Contractor's control. Contractor acknowledges that City will refer to the Pro Forma, as adjusted for actual results,to judge performance by Contractor during the term of this Agreement. 6.6 Annual Plan and Budget. By July 31st of each Operating Year of the Term hereof Kitsap Conference Center Management Agreement 8 .Contractor shall prepare and submit to the City for its review and approval a proposed operating plan and budget for the Facility for the following Operating Year(the"Annual Plan and Budget").The Annual Plan and Budget must provide reasonable detail regarding the time and money to be spent on operations as well as reasonable estimates of Gross Revenues and Operating Expenses and proposed FF&E replacements and withdrawals from the Reserve Account.The FF&E replacements and improvements shall address items in the Asset inventory list per Exhibit C and provide the cost of the replacement amount or the repair reserve amount needed in the corresponding budget year.In the event that item is not already included in the list it will be added. The Annual Plan and Budget will also include a narrative description of the sales and marketing program. The Annual Plan and Budget shall be considered with the Pro Forma as adjusted by changes in general economic conditions past operating experience,and competitive conditions.The Annual Plan and Budget will be Contractor's best estimate of operations for the following calendar year and the parties recognize that actual results may vary from the Annual Plan and Budget. The Annual Plan and Budget will contain a summary of the proposed expenditures for the year("Summary Page"). The City shall have one hundred twenty(120) days from its receipt of the Annual Plan and Budget to approve or disapprove the Annual Plan and Budget. Once the Annual Plan and Budget is approved, Contractor is authorized to incur the expenditures and implement the provisions of the Annual Plan and Budget. Contractor may not expend more than the expense items in the Annual Plan and Budget in the aggregate. Contractor may not exceed spending for any line item on the Summary Page by more than fifteen percent (15%) without the City's prior written approval or as otherwise provided herein. Until the Annual Plan and Budget is approved,Contractor must operate the Facility in accordance with the prior year's Annual Plan and Budget adjusted to account for changes in anticipated event activity/facility usage and inflation and known cost increases. The City shall ensure that sufficient Working Capital funds exist at all times to meet the operating needs of the Facility in light of the Mission Statement, the Operating Plan and the Pro Forma. 6.7 Quarterly Condition Survey.Unless waived by City,the parties shall conduct a quarterly inspection of the Facility to observe and note the condition of,cleanliness of, and existing damage to, the Facility and to determine whether funds on deposit in the Replacement Reserve Account will be applied at the Facility.Pursuant to Section 6.4,Contractor shall be responsible for repairing any problems or defects noted except those that are the City's responsibility pursuant to Section 5.3. 6.8 Additional Responsibilities of Contractor. Contractor shall in its own name perform the following additional services, or cause the same to be performed for the Facility: 6.8.1 determine and implement personnel policies and practices relating to the Facility, including policies and practices relating to terms and conditions of employment, screening, selection, training,compensation,employee benefits,discipline,dismissal and replacement; 6.8.2 recruit,hire,relocate,pay, supervise and dismiss all personnel providing services in the name of the Facility; 6.8.3 establish all relevant prices, price schedules, rates, rate schedules, rents, lease charges and concession charges for all areas of the Facility subject to City review as part of the annual budget process; 6.8.4 negotiate and administer,in the name and on behalf of the Facility,leases,licenses and concession agreements for all appropriate areas of the Facility; 6.8.5 except as otherwise provided in Section 5.3, manage the design,construction and installation of renovations, improvements, repairs or replacement of FF&E; 6.8.6 negotiate,enter into,and administer,in the name of Contractor,contracts,licenses Kitsap Conference Center Management Agreement 9 and purchase orders for services, inventories, provisions, and supplies that are necessary for maintenance and operation of the Facility to the extent set forth in the Annual Plan and Budget, and to use the same in the management and operation of the Facility; 6.8.7 negotiate, enter into, and administer, in the name and on behalf of Contractor, contracts for the use of banquet and meeting areas within the Facility by groups and individuals; 6.8.8 apply for, and use commercially reasonable efforts to obtain in the name of the City or Contractor(as applicable)all licenses and permits including liquor licenses required of the City or Contractor in connection with the operation and management of the Facility,provided that the City agrees to execute and deliver any and all applications and other documents as shall be reasonably required and to otherwise cooperate with Contractor in applying for,obtaining and maintaining such licenses and permits; 6.8.9 use reasonable efforts to do, or cause to be done, all such acts and things in and about the Facility as shall be necessary to comply in all material respects with all Legal Requirements(as defined below); 6.8.10 collect all charges,rent and other amounts due from customers,tenants, licensees and concessionaires of the Facility and use those funds, together with funds from other sources that may be available to the Facility,first to pay all Operating Expenses and then any other financial obligations of the Facility as the City may reasonably direct;and 6.8.11 perform such other tasks as are customary and usual in the operation of a conference center of a class and standing equal to the Facility. 6.9 Accounting System& Operating Accounts. 6.9.1 IACC Standards.Contractor shall establish an accounting system for the Facility consistent with the most recent version of the International Association of Conference Centers Uniform Systems of Accounts for Conference Centers in consultation with the City to properly reflect all Gross Revenues and Operating Expenses of the Facility on an accrual basis in accordance with GAAP. 6.9.2 Operating Account.Contractor shall establish one or more Operating Accounts in the name of the Facility into which all Gross Revenues shall be deposited and from which all Operating Expenses,including amounts due Contractor,shall be paid.Contractor's designees shall be the only persons authorized to draw from the Operating Accounts. Contractor will deposit all funds into the Operating Account and pay all Operating Expenses and distributions as provided in this Agreement from the Operating Account. All signatories to this account (and any separate account) must be bonded for any amounts in the accounts. 6.9.3 Replacement Reserve Account.Contractor shall establish an account and deposit into the account an amount equal to three percent (3%) of Gross Revenues as a reserve fund to pay for replacements of all FF&E in the Facility (the "Replacement Reserve Account"). Expenditures from the Reserve Account shall be set forth in the Annual Plan and Budget and must meet the capitalized thresholds set forth in city asset policies or otherwise approved by the City. Except for Contractor is authorized to make expenditures for FF&E that require replacement due to unanticipated breakdowns or damage or Legal Requirements*subject to city approval.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. Kitsap Conference Center Management Agreement 10 • 6.9.4 Compliance,Access&Audits. Contractor shall keep all books and records with respect to the Facility, including the Operating Accounts and the Capital Reserve Account, in accordance with GAAP as prescribed by the Financial Accounting Standards Board(FASB) and open for inspection and copying by the City or its representatives at any reasonable time. The City or its representatives may audit all of Contractor's books and records relating to the Facility and its operation each year,and may audit some or all of those books and records at any other reasonable time, upon not less than five days' prior written notice.The cost of any such audits shall be paid by the City unless the results of the audit reveal a discrepancy of five percent (5%) or more in Contractor's favor in the calculation of Gross Revenue and Operating Expenses,either individually or combined. In the case of such discrepancy,Contractor will pay the full cost of the audit and Contractor will promptly remit any funds owing under the audit calculations. All such books and records and patron information shall be the property of the City, provided that Contractor shall also own all patron information. 6.9.5 Per the Washington State Auditor, Contractor shall retain these records for inspection,audit,and copying for at least three(3)years from the date of completion or termination of this Agreement. Contractor shall, at all times, provide City with all records three (3) years old and older that relate to the financial matters of the facilities managed by Contractor under this Agreement. 6.10 Continuous Operation.During the term of this Agreement,Contractor shall continuously conduct the business of operating and promoting the use of the Facility for conferences and other approved uses in such a manner as to maximize Gross Revenues and fulfill the Mission Statement and goals prepared by Contractor and approved by City as long as the City is providing funding pursuant to Section 6.6. Contractor shall therefore provide all necessary support to operate the Facility for its intended purposes at all times. 6.11 Statements to City.Contractor shall provide monthly and annual financial statements to City along with operating statements reasonably detailing all Gross Revenues, Operating Expenses, and expenditures from the Reserve Fund,a comparison to the then-current Annual Plan and Budget on an item- by-item basis,and a marketing update.The statements and update will be provided within 20 calendar days after the end of the preceding calendar month. 6.12 Quarterly Remittance to City. To the Extent Net Income is positive in any calendar quarter(calculated on Operation Year-to-date basis),Contractor shall remit to the City Net Income resulting in excess amount above the required working capital within 25 days from the end of the calendar quarter the positive Net Income amount(within 25 days from the end of every calendar quarter,provided,however, that sufficient Working Capital shall remain in the Operating Accounts. 6.13 Compliance with Laws&City Regulations.Contractor shall comply with all applicable federal, state, and local laws, ordinances and regulations in the operation of the Facility, including those relating to environmental matters. Contractor must comply with all City rules and regulations,relating to the improvements at the Facility and its use, which are applied to all users on a nondiscriminatory basis, and excluding internal City requirements for bidding or hiring. Contractor shall comply with any future City resolutions relating to use of the Facility,which are applied to all users on a nondiscriminatory basis. If a future resolution requires Contractor to cancel a contract for an event at the Facility entered into by Contractor prior to the passage of the resolution, or such resolution makes it impracticable or financially unfeasible for Contractor to perform its duties hereunder,City will indemnify and hold Contractor harmless from all direct losses or direct damage resulting therefrom. 6.14 Institution of Legal Action. Contractor shall obtain City's written approval prior to commencing any legal action related to the Facility(except for any disputes between City and Contractor Kitsap Conference Center Management Agreement 11 and collection matters in the ordinary course of business). 6.15 Security Services. Contractor shall be responsible for determining, and shall provide, all necessary security in the Primary Premises and for any events conducted by Contractor within the Additional Premises; provided, however, nothing in this paragraph shall make Contractor responsible for determining,or providing, general security in, on or about City's other properties. In the event of any major event that requires extra security outside the Facility, Contractor shall be responsible for coordinating with City Police or other law enforcement body having jurisdiction. 6.16 Emergency Procedures Plan. Contractor will consult with City and with emergency service providers having jurisdiction and devise, monitor and, if necessary, implement an Emergency Procedures Plan for the Facility that is acceptable to City. 6.17 Liens & Encumbrances. Contractor shall use commercially reasonable efforts to keep the Facility free and clear of any liens and encumbrances arising out of Contractor's operation of the Facility. Contractor shall exercise reasonable care andjudgment in resolving all claims and shall make reasonable settlement of claims. 6.18 Contractor's Proprietary Information. City acknowledges that Contractor has directly or indirectly created, invented, authored, produced and conceived certain proprietary information, processes and systems and that Contractor may utilize or cause to be utilized such proprietary information, processes and systems in its management and operation of the Facility (collectively, "Contractor's Proprietary Information"). Contractor's Proprietary Information shall include, without limitation,software, budgets,worksheets and sales and market plans or actions. The City may not access, use, copy, distribute, reproduce or allow access to or use of, Contractor's Proprietary Information except in conjunction with Contractor's services provided hereunder.The City acknowledges and agrees that(i) all right,title and interest in and to Contractor's Proprietary Information, and all copyrights, trademarks or other intellectual property or proprietary rights relating thereto are and shall remain with Contractor, and (ii) that, except as expressly provided in this Section, no right, title or interest in Contractors'Proprietary Information is granted under this Agreement. 7.Insurance. 7.1 Liability/Casualty Insurance. Contractor shall, at all times during the Term and at the City's sole cost and expense, to the extent specifically contemplated and permitted by the applicable Plan and Budget or otherwise authorized under Section 6.6, procure and maintain the following minimum coverages with commercial carriers reasonably acceptable to both the City and Contractor. Contractor shall be the named insured, and the City shall be an additional insured, under the insurance policies obtained pursuant to this Sections 7.1.1; 7.1.2; 7.1.3; and 7.1.4.. All of the insurance policies obtained pursuant to this Section shall be primary and non-contributory to any insurance maintained by the City. 7.1.1 Commercial General Liability insurance on an occurrence basis against claims for personal injury (including bodily injury or death) and property damage occurring on, in or about the Facility, or any elevator therein or otherwise arising under this Agreement in an amount not less than $1,000,000 combined single limit for each occurrence and $2,000,000 annual aggregate. This insurance must include bodily injury and property damage liability, independent contractors'liability, contractual liability, products and completed operations liability, liquor liability, and personal and advertising injury liability, and may not include any exclusions for terrorism; 7.1.2 Commercial automobile liability insurance on an occurrence basis against Kitsap Conference Center Management Agreement 12 claims for injury or death to persons or damage occurring in or about the Facility with minimum limits of liability of$1,000,000 combined single limit for each occurrence. Such insurance must include coverage for bodily injury liability, personal injury liability, property damage liability, and the operation of owned,hired and non-owned vehicles. 7.1.3 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$2,000,000 for each occurrence and without any exclusion for terrorism; 7.1.4 Excess or "umbrella" liability insurance no less broad than the underlying coverages on an occurrence basis providing excess coverage in a total amount not less than$15,000,000 in the annual aggregate; 7.1.5 Worker's compensation insurance as shall be required by and be in conformance with the laws of the State of Washington, including employers liability insurance with limits of not less than$1,000,000 for each accident and disease for all of Contractor's employees working with the Facility and$1,000,000 in the aggregate;Contractor will be the only named insured on this policy- 7.1.6 Professional liability insurance (with an extended reporting period not less than one(1)year in the event the coverage is given in a"claims made"form) for errors and omissions that may arise out of the negligent acts of Contractor while providing professional services as manager of the Facility. The minimum amount of this insurance must be $1,000,000 for each occurrence and may not include any exclusion for terrorism;Contractor will be the only named insured on this policy and 7.1.7 Such other insurance coverage,Employer Employee Theft Insurance or employee dishonesty insurance with a limit not less than $2,000,000 per occurrence, reasonably requested by �( Contractor to insure against other insurance risks not covered under the above subsections that are Initial CII//I Date V002,0 commonly insured against by Contractor or owners of similar conference facilities. , .w 7.2 Policies and Endorsements. All insurance policies furnished and maintained under this Initial- B C Section shall include a requirement that the insurer provide each party at Ieast thirty (30) days written Date ��Le`20 Zo notice of any cancellation or material change in the terms and provision of the applicable policy. As soon as practicable prior to the effective date of the policies furnished and maintained hereunder, each party shall provide the other with certificates of insurance evidencing that the insurance requirements of this Agreement have been satisfied. Contractor and the City acknowledge and agree that the policies and limits described above shall be subject to adjustment by the parties from time to time during the Term to reflect changes in the insuring practices for facilities similar to the Facility and changes in insurance products. 7.3 Waiver of Subrogation.Each party shall request its respective insurance companies to waive subrogation against the other party and its Affiliates (as applicable)and their respective authorized representatives on account of anyloss, damage, and all liability of everykind and p g injury nature arising from any risk generally insured against underany insurance policies carried by the parties or required to be carried by the parties under this Agreement. 8.Eaual Opportunity, 8.1 Services.Contractor shall not discriminate against any person or persons because of race, sex, age, creed, color,physical disability,HIV infection,veteran's state,marital status, sexual orientation, national origin or any other basis made unlawful (whether on a national, state or local level) during the Kitsap Conference Center Management Agreement 13 8.1 Services.Contractor shall not discriminate against any person or persons because of race, sex, age, creed, color, physical disability,HIV infection, veteran's state, marital status, sexual orientation, national origin or any other basis made unlawful (whether on a national, state or local level) during the term of this Agreement in furnishing,or by refusing to furnish to any person the use of Contractor's services associated with theFacility. 8.2 Employment. Contractor shall conduct its business in a manner that assures fair, equal and.nondiscriminatory treatment of all full or part-time employees. Contractor shall not discriminate against any full or part-time employee on the basis of race,sex,age,creed,color,physical disability,HIV infection,veteran's state, marital status,sexual orientation,national origin or any other basis made unlawful (whether on a national,state or local level)during the term of this Agreement.Contractor shall seek to hire and maintain a diverse work force. 9.Indemnification, 9.1 By the City. The City shall indemnify, defend and hold harmless Contractor and its Affiliates and their respective owners,officers,directors, employees and agents from any and all claims and liability (including reasonable attorneys' fees) arising or alleged to arise out of (i) the City's ownership or operation of the Facility,the Real Property or the surrounding development; (ii)a default by the City under this Agreement;or(iii)any violation of the Legal Requirements by the City or its employees, representatives or agents. For purposes of this Agreement, "Legal Requirements" means all laws, statutes, ordinances, regulations, codes, by-laws, orders,judgments, directives, rules, guidelines, orders or other requirements of any governmental or regulatory authority having jurisdiction over The City, the Facility, or the Real Property, including those related to employees, building, health, safety, environmental matters and the accessibility of public facilities to persons with disabilities. 9.2 By Contractor.Contractor shall indemnify,defend and hold harmless the City,its owners, officers, directors and employees, from and against any and all claims and liabilities (including reasonable attorneys' fees) arising or alleged to arise out of the negligent act or omission or willful misconduct of Contractor or its Affiliates or their respective owners, officers, directors, employees or agents. 9.3 Waiver of Industrial Immunity. TO THE EXTENT NECESSARY TO GIVE FULL EFFECT TO THE INDEMNITY OBLIGATIONS SET FORTH IN THIS SECTION 9, EACH PARTY HERETO HEREBY WAIVES ITS IMMUNITY WITH RESPECT TO THE OTHER PARTY UNDER THE INDUSTRIAL INSURANCE ACT(RCW TITLE 51)AND EACH PARTY EXPRESSLY AGREES TO ASSUME POTENTIAL LIABILITY FOR ACTIONS BROUGHT AGAINST THE OTHER PARTY BY THE WAIVING PARTY'S EMPLOYEES. THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PAR i'lES TO THIS AGREEMENT AND EACH PARTY HAS HAD THE OPPORTUNITY TO, AND HAS BEEN ENCOURAGED TO, CONSULT WITH INDEPENDENT COUNSEL REGARDING THIS WAIVER. . V') City's Initials Contractor's Initials Kitsap Conference Center Management Agreement 14 10.Representations and Warranties, 10.1 By the City.The City represents and warrants to Contractor as follows: 10.1.1 The City has, and throughout the Term will maintain, sole ownership of the Facility, including its contents,and Real Property,free and clear of any liens,charges or encumbrances of any kind. 10.1.2 There is no litigation or proceeding pending or threatened against the City or the Facility that could adversely affect the validity of this Agreement or the ability of the City to comply with its obligations under this Agreement. 10.1.3 Contractor may peaceably and quietly possess, manage and operate the Facility during the Term,subject to the conditions hereinafter 10.2 By Contractor.Contractor represents and warrants to the City as follows: 10.2.1 There is no litigation or proceeding pending, or to Contractor's knowledge, threatened against Contractor or that could adversely affect the validity of this Agreement or the ability of Contractor to comply with its obligations under this Agreement. ll.Mortgages. 11.1 The City shall have the right to encumber the assets that comprise the Facility and the Real Property, including the Facility building,FF&E and operating supplies used in connection with operation of the Facility, and to assign to any mortgagee as collateral security for any such loan, all of the City's right, title and interest in and to this Agreement,provided that the City(a)provides Contractor with a true and complete copy of any mortgage and related documents within thirty(30)days of the signing of such documents,(b)ensures that, so long as Contractor is not in material default under this Agreement beyond any applicable cure period,Contractor shall be able to enjoy, occupy and manage the Facility throughout the Term free from interference or ejection by the City, any mortgagee, any ground lessor or any other entity or individual claiming under, through or by right of the City, except as may be provided in this Agreement, and(c)ensures that all existing and future mortgages and lessors provide Contractor with non- disturbance protection in form and content reasonably satisfactory to Contractor,except as may be provided in this Agreement. 12.Casualty& Condemnation, 12.1 Casualty.If the Facility is damaged or destroyed by casualty and City determines it is not feasible to rebuild, City or Contractor may terminate this Agreement. If City elects to rebuild, then this Agreement shall continue in full force and effect. If the Facility is closed for longer than three months as the result of such casualty and City elects to rebuild the Facility,this Agreement and its obligations will be suspended until the Facility is 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. 12.2 Condemnation. 12.2.1 Permanent Taking. Upon a taking of either a fee interest in, or a perpetual easement on,all or any portion of the Facility,if the part not taken may not be repaired,restored,replaced or rebuilt so as to constitute a conference facility as contemplated by the parties under this Agreement,then Kitsap Conference Center Management Agreement 15 this Agreement shall terminate as of the date that is 90 days after the earlier of the date on which the relevant governmental authority(i) is entitled to possession or(ii)takes possession. Upon a taking of less than all of the Facility, and if this Agreement has not been terminated as permitted under this Section, this Agreement shall remain in full force and effect with respect to the remainder of the Facility and the awards or other proceeds on account of the taking shall not be included in the calculation of Gross Revenue for the Operating Year(s) in which received. The City shall promptly repair, restore, replace or rebuild the remainder of the Facility as nearly as possible to its value, condition, and character immediately prior to the taking and the costs of any such works shall not be deducted as an Operating Expense. Upon any taking, Contractor shall,in its sole discretion,be entitled to terminate this Agreement on 30 days'written notice to the City. 12.2.2 Temporary Taking. Upon a taking of all or any portion of the Facility for temporary use, this Agreement shall remain in full force and effect, and the award or other proceeds on account of the temporary 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,the City shall make all such restoration,repairs and alterations as are necessary to restore the Facility to its condition prior to the taking.The City shall promptly repair,restore,replace or rebuild the remainder of the Facility 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. Notwithstanding the foregoing, if a temporary taking occurs so that the Facility may not be operated in the manner contemplated by the parties under this Agreement and continues in effect for a period of longer than twelve(12)months,either the City or Contractor shall,in its sole discretion,be entitled to terminate this Agreement on thirty(30)days'written notice to the other. 13.Names&Marks. The name of the Facility shall be "Kitsap Conference Center at Bremerton Harborside" and the trademark associated with the Facility shall be as established by the City hereafter and neither may be changed without the consent of both parties.Contractor may identify itself as the manager of the Facility in connection with advertising and promotion of the Facility and Contractor with due recognition to City as the owner of the Facility.In the event the parties agree to change the name of the Facility,the City shall pay the costs associated with any name changes. 14.General Provisions, 14.1 Waiver.No express or implied waiver by either party of any event of default shall in any way be or be construed to be a waiver of any future or subsequent event of default. The written waiver by either party of any term,covenant or condition herein contained shall not be deemed to be a waiver of such term covenant or condition or any subsequent breach of the same or any other term,covenant or condition herein contained. 14.2 Construction as Covenants. Wherever in this Agreement it is provided that either party shall or will make any payment or perform or refrain from performing any act or obligation, each such provision shall, even though not so expressed,be construed as an express covenant to make such payment or to perform,or not to perform,as the case may be,such act or obligation. 14.3 Time of Performance. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. 14.4 Force Majeure. Performance of this Agreement by either party is subject to acts of God, Kitsap Conference Center Management Agreement 16 government authority, disaster, strikes, civil disorders or other emergencies, any of which make it illegal or impossible to provide the facilities or services contemplated herein. 14.5 Partial Invalidity. Any provision of this Agreement which is held to be invalid,void or illegal by any court of competent jurisdiction shall in no way affect,impair or invalidate any other provision hereof. 14.6 Choice of Law;Venue.The laws of the State of Washington shall govern this Agreement and the legal relations of the parties without giving effect to conflicts of laws principles.The venue of any proceeding shall be Kitsap County,Washington. 14.7 Attorneys' Fees. In the event an action is commenced by either party to enforce any right or obligation hereunder,the substantially prevailing or successful party shall be entitled to reasonable attorneys'fees and court costs,including fees and costs incurred on appeal or review,or in any bankruptcy proceeding. 14.8 Entire Agreement; Modification. This Agreement, together with the Exhibits attached hereto,contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Agreement, and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. No provision of this Agreement may be amended or waived except by an agreement in writing signed by the parties hereto or their respective successors in interest.This Agreement shall not be effective or binding upon any party until fully executed by both parties hereto. 14.9 Counterparts.This Agreement may be executed in counterparts,both of which shall form but one and the same contract. 14.10 Integration. This Agreement contains the entire agreement between City and Contractor and supersedes all prior written or oral discussions or agreements. 14.11 Non-Solicitation. During the Term and for two (2)years following expiration or earlier termination of this Agreement,the City shall not directly or in-directly 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 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. 14.11.1 Contractor and City may amend this Agreement at any time only by written amendment executed by Contractor and City. 14.11.2 Contractor and City agree that this Agreement shall be amended at any time if, in the opinion of bond counsel to City, such amendment is necessary to preserve the tax exempt status of interest on obligations of City issued to finance the Conference Center. If Contractor finds such amendments unreasonable,Contractor may terminate this agreement upon ninety(90)days written notice. Kitsap Conference Center Management Agreement 17 14.12 Authority. Each individual executing this Agreement on behalf of each party represents and warrants that he or she is duly authorized to execute and deliver this Agreement. 14.13 Notices, Except as otherwise provided in this Agreement, all notices, demands, request, consents,approvals and other communications(herein collectively called"Notices")required or permitted to be given hereunder,or which are to be given with respect to this Agreement, shall be in writing sent by registered or certified mail,postage prepaid,return receipt requested,addressed to the party to be so notified at the addresses set forth below or transmittal by facsimile. If to Contractor: If to City: Columbia Hospitality,Inc. City of Bremerton 2200 Alaskan Way, Suite 200 345 6th Street, Suite 600 Seattle,WA 98121 Bremerton,WA 98337 Attention: Attention: John Oppenheimer Director of Financial Services Tel:(206)239-1800 Tel: (360)473-5296 Fax: (206)239-1801 Fax: (360)473-5200 With a copy to: Foster Garvey PC 1111 3rd Avenue, STE 3000 Seattle, WA 98101 Attention: Gregory J.Duff Tel:(206)447-4400 Fax: (206)464-0125 Any notice shall be deemed delivered upon receipt or three(3)days after the mailing thereof.Either party may at any time change the addresses for notices to such party by mailing a notice asaforesaid. 14.14 Use of Affiliates. The City acknowledges and agrees that Contractor may from time to time purchase goods, supplies and services from or through Contractor and its Affiliates. If an Affiliate performs services Contractor is required to provide under this Agreement, Contractor shall be ultimately responsible to the City for Contractor's Affiliate's performance. For purposes of this Agreement, "Affiliates"means any entity directly or indirectly controlled by,controlling or under common control with Contractor. 14.15 Remedies Cumulative and Non-Exclusive. The parties' rights and remedies set forth in this Agreement are in addition to all other rights and remediesavailable at law or in equity, including without limitation specific performance andtemporary and permanent injunctive relief 14.16 Confidentiality.For a period of five(5)years after disclosure, neither party will use the other party's confidential information other than in furtherance of this Agreement,nor will it disclose the other's confidential information except(i)to obtain advice from legal or financial consultants (who will themselves treat the information as confidential)or (ii)when compelled to do so under public record and disclosure laws, in which case the disclosing party will give the other party as much notice as is possible before releasing any confidential information so the requested disclosure can be contested and will Kitsap Conference Center Management Agreement 18 cooperate with the contest. "Confidential Information" shall mean information marked as confidential or which, under the circumstances surrounding disclosure, b ought in good faith be treated as confidential, including, without limitation, all information concerning Conference Center contracts and accounts, and Contractor's Proprietary Information. Confidential Information shall not include information that the recipient developed independently, or information that is or subsequently becomes readily publicly available, in both cases other than by a breach of an obligation of confidentiality. 14.17 Assignment.Contractor shall not either voluntarily or by operation of law assign,transfer, mortgage, pledge, hypothecate, or encumber this Agreement or any interest therein and shall not subcontract the obligations under this Agreement, or anypart thereof, or allow any person (employees, agents, servants, and invitees of Contractor excepted)to use the Conference Center,or any portion thereof, without the prior written consent of City, which consent shall not be unreasonably withheld. Any such assignment, subcontracting or use without compliance with the terms of this paragraph shall be void and shall constitute a default under the terms of this Agreement. if Contractor is a corporation, any transfer of this Agreement from Contractor by merger, consolidation, or liquidation, or any change in the ownership or power to vote in amajority of the outstanding voting stock of Contractor shall constitute an assignment for purposes of this paragraph. Any consent to one assignment, subcontracting, or use by any other person shall not be deemed to be a consent to any subsequent assignment,subcontracting, or use by another person. Consent to any such assignment, subcontracting or use shall in no way relieve Contractor of any liability under thisAgreement. 14.18 Subcontracting.Contractor shall not subcontract its work under this Agreement,in whole or in part, without the written approval of City. City reserves the right to review and approve any subcontracts prior to execution to ensure compliance with the provisions of this Agreement. Contractor shall require any approved subcontractor to agree, as to the portion subcontracted, to comply with all terms and conditions as specified in this Agreement. Notwithstanding City approval of a subcontractor, Contractor shall remain obligated for full performance hereunder, and City shall incur no obligation other than its obligations to Contractor hereunder. Any subcontracts approved by City shall be subject to and shall not extend any rights granted beyond those set forth in this Agreement to Contractor. Contractor agrees that if subcontractors are employed in the performance of this Agreement, Contractor and its subcontractors are subject to the requirements of the State of Washington, Workers' Compensation Laws. This Agreement is executed in duplicate originals dated as of the day and year first set forth above. CITY: City of Bremerton By: " v . Greg a ler,Mayor CONTRACTOR: Columbia fly}u�ity, Inc. Its: G-Es Kitsap Conference Center Management Agreement 19 EXHIBIT A: LEGAL DESCRIPTION *****EXCEPT FOR BUILDING ONLY CONSTRUCTED ON BOARDWALK TO 242401-2-011- 2002*****PARCEL 1)>>THAT PTN OF GOVT LOT 3 SEC 13 &LOT 1 SEC 24&TDLDS FRTG CNVYD BY VOL 326/249 DAF,ALL OF SD LOTS LY BTW BLK 2 TOWN OF BREMERTON& MEA LN EXC SLY 60FT&ALSO TDLDS FRTG DAF,LY BTW NLY BDRY FRONT ST&NLY BDRY 2ND ST EXT IN CITY EXC SLY 60FT M/L INCL 14FT VAC ALLEY EXC I 29FT STRIP TO E BJORK PER VOL 972/139;TOGETHER WITH THAT PORTION OF VACATED 2ND STREET IN THE PLAT OF THE TOWN OF BREMERTON PER ORDINANCE 4847,AS DESCRIBED UNDER AUDITOR'S FILE NO.200303170013,RECORDS OF KITSAP COUNTY, WASHINGTON.** BLDG VALUE CARRIED ON ACCT NO 242401-2-008-2007** PARCEL 2)>>THAT PTN OF GOVT LOT 1 &TDLDS FRTG CNVYD BY VOL 449/114 DAF,BEG S45*20'30E 14.18FT FR SE COR LOT 1 BLK 2 TOWN OF BREMERTON TH N35*37'10E 60FT TH S45*20'30E 163.43FT TO TPOB TH S45*20'30E 45FT TH S41*53'20W 59.39FT M/L TO NELY LN FRONT ST TH NWLY ALG NELY LN FRONT ST 45FT TH N41*53'20E 59.39FT MIL TO TPOB;TOGETHER WITH THAT PORTION OF VACATED FRONT(FIRST) STREET THAT ATTACHES BY OPERATION OF LAW,AS VACATED BY ORDINANCE NO.4691,RECORDED UNDER AUDITOR'S FILE NO. 3232826, DATED JANUARY 20,2000.PARCEL 3)>>THAT PORTION OF GOVERNMENT LOT 1,OF SECTION 24,TOWNSHIP 24 NORTH,RANGE 1 EAST,DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTHEASTERLY SIDE OF 1ST STREET, 14.18 FEET SOUTH-EASTERLY OF THE MOST SOUTHWESTERLY CORNER OF LOT 1,BLOCK 2 PLAT OF TOWN OF BREMERTON; THENCE ANGLE TO THE LEFT 99* 2'20 60 FEET;THENCE ANGLE TO THE RIGHT 99*2'20 34.02 FEET; THENCE ANGLE TO THE RIGHT 90*49'30 59.35 FEET TO THE NORTH-EASTERLY LINE OF 1ST STREET; THENCE ANGLE TO THE RIGHT 89* 10'30 ALONG 1ST STREET 23.69 FEET TO THE BEGINNING. TOGETHER WITH THAT PORTION OF VACATED FRONT(FIRST) STREET THAT ATTACHES BY OPERATION OF LAW,AS VACATED BY ORDINANCE NO. 4691,RECORDED UNDER AUDITOR'S FILE NO. 3232826,DATED JANUARY 20,2000.PARCEL 4)>>LOTS 8 AND 9,BLOCK 2, TOWN OF BREMERTON,VOLUME 2 OF PLATS,PAGE 30, RECORDS OF KITSAP COUNTY, WASHINGTON, TOGETHER WITH PORTION OF VACATED ALLEY ADJOINING.ALSO TOGETHER WITH THAT PORTION OF VACATED 2ND STREET IN THE PLAT OF THE TOWN OF BREMERTON PER ORDINANCE 4847,AS DESCRIBED UNDER AUDITOR'S FILE NO.200303170013,RECORDS OF KITSAP COUNTY, WASHINGTON.>>>EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON, UNDER AUDITOR'S FILE NO. 200612110096,RECORDS OF KITSAP COUNTY,WASHINGTON. EXHIBIT A 20 Exhibit B: Centralized Services Centralized Services •Accounting-$3,916 per month/$46,992 annually •People and Culture(Human Resources)-$2,253 per month/$27,036 annually •Marketing-$700 per month/$8,400 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 B 21 Exhibit C:Asset Inventory Kitsap Conference Center Inventory for Capital Reserve for Replacement Plan _ I Supplier Asset Acquire Location Description of Item or pp 'er Name ID Date Work MI 3/19/2019 - Trays,serving utensils, WASSERSTROM buffet decor . 3/19/2019 ® Trays,serving utensils, WASSERSTROM buffet decor . 3/19/2019 Trays,serving utensils, WASSERSTROM buffet decor 3/19/2019 Trays,serving utensils, WASSERSTROM buffet decor - 5/8/2019 - Future of KCC design Coates Design,Inc. sco ie - 5/31/2019 - 150 White Resin Wedding Mity-Lite,Inc. Chairs . 6/30/2019 '- Table Skirts&Linens Gourmet Table Skirts& Linens 111111 6/30/2019 NM Cocktail Tables&Amp Mity-Lite,Inc. 7/23/2019 Large vacuum,backpack HD Supply Facilities vacuum Maintenance LTD 7/23/2019 6&8 foot table Mity-Lite,Inc. replacement 8/13/2019 Trays,serving utensils, WASSERSTROM buffet decor - 8/13/2019 Trays,serving utensils, WASSERSTROM buffet decor 11 8/13/2019 Trays,serving utensils, WASSERSTROM buffet decor 8/13/2019 Trays, serving utensils, WASSERSTROM buffet decor . 8/13/2019 Trays,serving utensils, WASSERSTROM buffet decor 3/13/2018 Poynt Credit Card SURV Terminals 10/31/2018 Cocktail Tables Wasserstrom II 12/27/2018 MI Cocktail Table Extension Wasserstrom Poles III3/14/2017 (2)Apple iPad Air 2 Amazon 3/20/2017 Roller Shades for Fountain Beard's Window Coverings Room III3/27/2017AV boxes POSH SPEAKER SYSTEMS S/8/2017 HDMI cable and extender POSH SPEAKER SYSTEMS 7/31/2017 Office Chairs Staples ® 8/10/2017 MEI Large Venue Projector Visual Apex,Inc. EXHIBIT C 22 Asset Acquire Location Description of Item or Supplier Name ID Date Work 11/8/2017 Event Planning Software EventPro 2/27/2017 9 DZ Cups& Saucers Wasserstrom 2/28/2017 3gal Coffee Urns Starbucks 2/28/2017 gal Coffee Pots Starbucks 6/20/2017 (1)CRTG ECO-1X14 Ecolab PKDSGL 6/20/2017 (1)CRTG ECO-T010 Ecolab PKDSGL,(1)CRTG ECO- TO14S PKDSGL,(2) HEAD ECO SGL SMF 6 3/27/2017 Credit for Cups/Saucers Wasserstrom 10/31/2017 Credit for Wasserstrom Wasserstrom Duplicate Pmt 11/30/2016 Podium ESKP Bestlecterns.com 1/31/2016 Server Upgrade nGenX Corporation 1/31/2016 Projector Visual Apex, Inc. 1/31/2016 IT Equipment KITSAP NETWORKING SERVICES 3/31/2016 IT Equipment Amazon 12/31/2016 LED Lighting System CCI Solutions 2/22/2016 F&B EQUIP. WASSERSTROM ENHANCEMENT 5/17/2016 Sensor XP Vacuum WINDSOR Cleaner 5/25/2016 Brochure re-design ELSCHWARTZO DESIGN LLC 6/13/2016 Wedding Chairs Mity-Lite,Inc. 6/13/2016 Risers,Beverage WASSERSTROM Dispensers, Shelves 6/13/2016 Risers,Beverage WASSERSTROM Dispensers,Shelves 6/13/2016 Risers,Beverage WASSERSTROM Dispensers, Shelves 7/18/2016 IT Enhancements Dell 9/20/2016 Brochures PrintWest,Inc. 10/10/2016 Butane Stove WASSERSTROM 10/10/2016 Risers,Beverage WASSERSTROM Dispensers, Shelves 10/24/2016 Risers,Beverage WASSERSTROM Dispensers 12/13/2016 Glasswear,Coffee Grinder, WASSERSTROM Trash Can Dolly EXHIBIT C 23 Asset Acquire Location Description of Item or Supplier Name ID Date Work 12/20/2016 Glasswear,Coffee Grinder, WASSERSTROM Trash Can Dolly 12/20/2016 Glasswear WASSERSTROM 12/28/2016 Cups/Saucers — WASSERSTROM 12/28/2016 Carpet for Reception Great Floors LLC Offices,Public Space 12/31/2016 Carpet for Area 1,Area 4 Great Floors LLC 2/17/2015 Dance Floor Inc.Use Tax Arne Baker 12/31/2015 SERVER UPGRADE KITSAP NETWORKING SERVICES 12/31/2015 Firewall&Computer ARNE BAKKER Upgrade 4/1/2015 Racks Wasserstrom 4/1/2015 Glassware Wasserstrom 4/1/2015 Kitchen Equipment Wasserstrom 4/1/2015 AMV Internet Marketing 4/30/2015 KITSAP NETWORKING SERVICES 5/31/2015 SAFEGUARD BUSINESS SYSTEMS,INC. 8/17/2015 ERICKSON COMMERCIAL REFRIGERATION 11/30/2015 WASSERSTROM 11/30/2015 ARNE BAKKER 11/30/2015 WASSERSTROM 4/11/2014 Office 2013 Buycheapsoftware.com 4/11/2014 Office Pro 2013 Buycheapsoftware.com 4/21/2014 Computers, Software, DELL BUSINESS CREDIT Equipment 4/30/2014 Silverware WASSERSTROM 4/30/2014 Glassware,Dishes, WASSERSTROM Silverware 4/30/2014 Glassware,Dishes, WASSERSTROM Silverware 4/30/2014 Glassware,Dishes, WASSERSTROM Silverware 4/30/2014 Glassware,Dishes, WASSERSTROM Silverware 4/30/2014 Coffee Mugs SAFEGUARD BUSINESS SYSTEMS,INC. 4/30/2014 Glassware,Dishes, WASSERSTROM Silverware 4/30/2014 Utility Cart,Mop/Mop WASSERSTROM Bucket,Broom EXHIBIT C 24 Asset Acquire Location Description of Item or Supplier Name ID Date Work 4/30/2014 Utility Cart WASSERSTROM 4/30/2014 Glassware WASSERSTROM 4/30/2014 Glassware WASSERSTROM 4/30/2014 Glassware WASSERSTROM 5/23/2014 Glassware,Dishes, WASSERSTROM Silverware 03223 6/18/2014 Tilting Skillet SMITH&GREENE 8/31/2014 RC Capital Purchases 2012 Reclass 8/31/2014 RC Capital Purchases 2012 Reclass 8/31/2014 RC Capital Purchases 2012 Reclass 4/30/2013 Computers CDW Direct 5/15/2013 Vacuum Cleaners and WINSOR Carpet Shampoo 5/15/2013 Vacuum Cleaners and WINSOR Carpet Shampoo 8/31/2013 Software upgrade EventPro 9/30/2013 Glassware Bargreen Ellingson 9/30/2013 Glassware Bargreen Ellingson 9/30/2013 Coffee mugs SAFEGUARD BUSINESS SYSTEMS,INC. 3/22/2012 Website Redesign 50% AMV Internet Marketing deposit 4/30/2012 Table Skirts Bargreen Ellingsom 6/20/2012 Photography THOMAS M.BARWICK INC. 8/22/2012 Website redesign 40% AMV Internet Marketing deployment 9/19/2012 Deposit Chair Order 50% Gasser Chair Company,Inc. 9/19/2012 Final payment website AMV Internet Marketing 10/17/2012 Final payment chairs Gasser Chair Company,Inc. EXHIBIT C 25 ® DATE(MM/DD/YYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE 12/03/2019 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. RECEIVED rg. .Ext).425-709-3600 FAX No):425-709-7460 2233 112th Avenue NE E-MAIL Bellevue,WA 98004 ADDRESS: D E C 0 3 2019 INSURER(S)AFFORDING COVERAGE NAIL# l• INSURER A: Hanover Insurance Co. INSURED INSURER B: Allmerica Financial Benefit Insurance Columbia Hospitality,Inc. City of Bremerton Attn:Finance DepartmentRisk Management INSURER c: Great Amercian Alliance Ins.Co. 2200 Alaskan Way,Suite 200 INSURER D: Federal Insurance Company Seattle,WA 98121 INSURER E: (Am e t4(�(� ( p 4'• L i Q L. t /— od) INSURER F: •"t • [ c/�./ (� • J 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. ILICY EXP NSR ADDLTYPE OF INSURANCE SSR SUER POLICY NUMBER (MM/DPOLID/YYYY) (MM/DD/YYYY) LIMITS LTR ,JNSR WVD A GENERAL LIABILITY ZH2A39143606 10/01/2019 10/01/2020 EACH OCCURRENCE $ 1,000,,1000 DAMAGE TO RENTED 1,000,&0 X COMMERCIAL GENERAL LIABILITY X /// PREMISES(Ea occurrence) $ CLAIMS-MADE K OCCUR MED EXP(Any one person) $ 10.000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000, 0 • POLICY PRO K LOC $ 00 JFCT B AUTOMOBILE LIABILITY AW2A90458706 10/01/2019 10/01/2020 (EOMMaccIideentSINGLE LIMIT $ 1,000,000 K ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) C UMBRELLA LIAB X OCCUR 19047025GAUM2664684 10/01/2019 10/01/2020 EACH OCCURRENCE $ 5,000,000 _ K EXCESS LIAB CLAIMS-MADE X X AGGREGATE $ 5,000,000 DED X RETENTION$ NIL $ A WORKERS COMPENSATION ZH2A39143606 WC STATU-TORY LIMITS TH AND EMPLOYERS'LIABILITY Y/N **WA StopGap10/01/2019 10/01/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1'000 000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ ti If yes,describe under 1,000, 00 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Employee Theft 82075839 10/01/2019 10/01/2020 2,000,000/2,500 Deductible DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,H more space is required) INSR:Berkley Insurance Company I INS TYPE:Employment Practices Liability I I POLICY NUMBER:DCP1058358P9(10/01/2019- 10/01/2020)DCP1058358P9 I LIMITS:2,000,000 Each Claim/35,000 Retention; Kitsap County Conference Center-100 Washington Avenue,Bremerton,WA 98337.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... (See Attached Description) 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:Director of Financial Services 345 6th Street,Suite 100 AUTHORIZED REPRESENTATIVE 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 11 (BML00) DESCRIPTIONS (Continued from Page 1 ) Occurrence;$2,000,000 Aggregate.Waiver of Subrogation applies on the general liability and excess liability policies per the attached endorsements/forms. 2 of 11 (BML00) Administrative Offices GREAT 301E 4th Street GAI 7279 (Ed. 0 6 13 AMERICAN, Cincinnati OH 45202-4201 ) INSURANCE GROUP 513 369 5000 ph Policy Number: 19047025GAUM2664684 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WAIVER OF RIGHTS OF RECOVERY (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM Under Section VI. CONDITION, Q. Transfer of Rights of Recovery Against Others to Us is deleted in its entirety and replaced with the following: Q. Transfer of Rights of Recovery Against Others to Us 1. Transfer of Rights of Recovery If any "Insured" has rights to recover all or part of any payment we have made under this Policy, those rights are transferred to us. The "Insured" must do nothing after loss to impair those rights and must help us enforce them. At our request, the "Insured" will bring "suit" or transfer those rights to us and help us to enforce them. Any recoveries will be applied as follows: a. Any interests, including the "Insured", that have paid an amount in excess of our payment under this Policy will be reimbursed first; b. We then will be reimbursed up to the amount we have paid; and c. Lastly, any interests, including the "Insured", over which our insurance is excess, are entitled to claim the residue. Expenses incurred in the exercise of rights of recovery will be apportioned between the interests, including the "Insured", in the ratio of their respective recoveries as finally settled. 2. Waiver of Rights of Recovery (Waiver of Subrogation) If the "Insured" waives any right of recovery against any person or organization for all or part of any payment, including supplementary payments, we make under this Policy, we also waive that right, provided the "Insured" waives such right of recovery against such person or organization in a written contract executed before the "occurrence", "bodily injury", "property damage", offense, "personal injury" or "advertising injury" took place. This endorsement does not change any other provision of the Policy. GAI 7279 (Ed. 06/13) 11 of 11 (BML00) Policy Number: ZH2A39143606 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 of 11 (BML001 (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 of 11 (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 11 (BML00) 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 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 4Hanover 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 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- 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": 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 Policy Number: 19047025GAUM2664684 F. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, hardware, or media, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. G. "Employee" includes a "leased worker." "Employee" does not include a "temporary worker." H. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. I. "Impaired property" means tangible property, other than "your product" or "your work," that cannot be used or is less useful because: 1. it incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or 2. you have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. "Impaired property" does not include "electronic data." J. "Insured" means each of the following, to the extent set forth: 1. The Named Insured meaning: a. any person or organization listed in Item 1. of the Declarations, and any Company of which you own more than 50% as of the beginning of the Policy Period. b. any organization you newly acquire or form during the Policy Period, other than a partnership, joint venture or limited liability company, and of which you maintain ownership of more than 50%, will qualify to be a Named Insured. However: (1) coverage for such an organization under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the Policy Period, whichever is earlier; (2) coverage under this provision does not apply to any "bodily injury," "property damage," "personal injury" or "advertising injury" that occurred before you acquired or formed the organization; and (3) coverage under this provision applies only if the organization is insured under one or more of the policies listed in the Schedule of Underlying Insurance, and then for no broader coverage than is provided for that organization under such underlying policies. 2. If you are an individual: a. you and your spouse, but only with respect to the conduct of a business of which you are the sole owner as of the beginning of the Policy Period. b. any person or organization having proper temporary custody of your property if you die, but only: (1) with respect to liability arising out of the maintenance or use of that property; and GAI 6002 (Ed. 04/10) XS (Page 13 of 26) 8 of 11 (BML00) • • (2) until your legal representative has been appointed; and c. your legal representative if you die, but only with respect to duties as such. That representative will have all of your rights and duties under this insurance. 3. If you are a partnership or joint venture, your partners or members and their spouses, but only as respects the conduct of your business. 4. If you are a limited liability company, your members and your managers, but only as respects the conduct of your business. 5. If you are a trust, you are an "Insured." Your trustees are also "Insureds," but only with respect to their duties as your trustees. 6. Any person or organization, other than a Named Insured, included as an additional "Insured" by virtue of an "insured contract" or a contract that includes an "insured contract," and to which coverage is provided by the "underlying insurance," but for no broader coverage under this Policy than the coverage the "underlying insurance" provides for such additional "Insured." 7. Subject to 12., below, any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company) and any of your "employees," but only while acting within the scope of their duties as such. Your stockholders (if you are an organization other than a partnership, joint venture, or limited liability company) are also "Insureds," but only with respect to their liability as your stockholders. But no person or organization that is an "Insured" solely by virtue of this subparagraph is an "Insured" as respects any: a. "bodily injury" or "property damage" arising out of the ownership, maintenance, use, or "loading or unloading" of any "auto," aircraft or watercraft. However, if valid "underlying insurance" affords such coverage for that person or organization, or would have afforded such coverage but for the exhaustion of underlying limits for "bodily injury" or "property damage," then, subject to all the other terms and conditions of our Policy, that person or organization is also an "Insured" under our Policy as respects a. In that case, the coverage our Policy provides that person or organization for a. will follow the provisions, exclusions, and limitations of, and be no broader than, the coverage that "underlying insurance" provides that person or organization for a. 8. Subject to 12., below your "volunteer workers," but only while performing duties related to the conduct of your business. 9. Any person or organization, other than one of your "employees," while acting as your real estate manager. 10. Any person or organization (other than your partners, "executive officers," directors, stockholders or "employees") with respect to any "auto" owned by you, loaned to you, or hired by you or on your behalf, and used by that person or organization with your permission. But no person or organization that is an "Insured" solely by virtue of this subparagraph is an "Insured" as respects using an "auto" while working in a business that sells, services, repairs, or parks "autos" unless you are in that business. 11. No person or organization is an "Insured" with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations or unless added via endorsement to this Policy. GAI 6002 (Ed. 04/10) XS (Page 14 of 26) 9 of 11 (BML00) Policy Number: 19047025GAUM2664684 J. Maintenance of "Underlying Insurance" During the period of this Policy, you agree: 1. to keep the policies listed in the Schedule of Underlying Insurance in full force and effect; 2. that no renewal or replacement of any policy listed in the Schedule of Underlying Insurance will be more restrictive in coverage than the policy it renews or replaces; 3. that the Limits of Insurance of the policies listed in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of aggregate limits by actual payment of "claims" or "suits" for "occurrences" covered by "underlying insurance"; and 4. that the terms, conditions and endorsements of the policies listed in the Schedule of Underlying Insurance will not change during the Policy Period of this Policy in any way that: a. increases the coverage afforded under this Policy; or b. causes the applicable Limits of Insurance of the policies listed in the Schedule of Underlying Insurance or of other insurance providing coverage to the "Insured" to be reduced or exhausted at an earlier time than they would have been reduced or exhausted in the absence of such change. If you fail to comply with any one or more of these requirements, we will be liable only to the same extent we would have been had you fully complied with all of these requirements. K. Nonrenewal If we decide not to renew this Policy, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the end of the Policy Period. If notice is mailed, proof of mailing will be sufficient proof of notice. L. Other Insurance If other insurance applies to a liability that is also covered by this Policy, this Policy will apply only in excess of the applicable limits of that other insurance. Nothing in this provision will be construed to make this Policy subject to the terms, conditions and limitations of such other insurance. However, this provision will not apply if the other insurance is specifically written to apply only in excess of the applicable Limits of Liability of this Policy. M. Policy Period Subject to Condition D. Cancellation, the Policy Period of this Policy: 1. begins at the date and time shown as From; and 2. ends at the date and time shown as To; in Item 2. of the Declarations. N. Premium The first Named Insured designated in Item 1. of the Declarations will be responsible for payment of all premiums when due. The premium for this Policy will be computed on the basis set forth in Item 3. of the GAI 6002 (Ed. 04/10) XS (Page 23 of 26) 10 of 11 (BML00) l ® DATE(MM/DD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 12/20/2019 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. (A/C.PHONE E ):425 709-3600 FAX No):425-709-7460 2233 112th Avenue NE E-MAIL Bellevue,WA 98004 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hanover Insurance Co. INSURED INSURER B: Allmerica Financial Benefit Insurance Columbia Hospitality,Inc. Attn:Finance Department INSURER c: Great Amercian Alliance Ins.Co. 2200 Alaskan Way,Suite 200 INSURER D: Federal Insurance Company Seattle,WA 98121 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY ZH2A39143606 10/01/2019 10/01/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1,000,000 K COMMERCIAL GENERAL LIABILITY X PREMISES(Ea occurrence) $ _ CLAIMS-MADE K OCCUR _MED EXP(Any one person) $ 10.000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 _GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 I POLICY PRO- JECT B AUTOMOBILE LIABILITY AW2A9045870610/01/2019 10/01/2020 e acoideDt)INGLE LIMIT 1,000,000 K ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON OWNED PROPERTY DAMAGE K HIRED AUTOS K AUTOS (Per accident) $ C UMBRELLA LIAB K OCCUR 19047025GA 10/01/2019 10/01/2020 EACH OCCURRENCE $ 15,000,000 EXCESS LIAB CLAIMS-MADE X X AGGREGATE $ 15,000,000 DED K RETENTION$ NIL $ WORKERS COMPENSATION ZH2A39143606 WC STATU- OTH- A AND EMPLOYERS'LIABILITYY/N 10/01/2019 10/01/2020 TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE x WA Stop Gap E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Employee Theft 82075839 10/01/2019 10/01/2020 2,000,000/2,500 Deductible DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) INSR:Berkley Insurance Company I INS TYPE:Employment Practices Liability I I POLICY NUMBER:DCP1058358P9(10/01/2019- 10/01/2020)DCP1058358P9 I LIMITS:2,000,000 Each Claim/35,000 Retention; Kitsap County Conference Center-100 Washington Avenue,Bremerton,WA 98337.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... (See Attached Description) 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:Director of Financial Services 345 6th Street,Suite 100 AUTHORIZED REPRESENTATIVE 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 11 (BML00) • DESCRIPTIONS (Continued from Page 1 ) Occurrence;$2,000,000 Aggregate.Waiver of Subrogation applies on the general liability and excess liability policies per the attached endorsements/forms. 2 of 11 (BML00) Policy Number: ZH2A39143606 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 (2) "personal and advertising injury" caused, in 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 �"11 (BMLOO) (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. (3) To any lessor of equipment: The following is added to SECTION IV — 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 of 11 (BMLOO) 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 11 (BML00) 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 "aLto" 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 (1) The owner or anyone else from whom e. Destruction. 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 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- 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": 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 • Policy Number: 19047025GAUM2664684 F. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, hardware, or media, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. G. "Employee" includes a "leased worker." "Employee" does not include a "temporary worker." H. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. I. "Impaired property" means tangible property, other than "your product" or "your work," that cannot be used or is less useful because: 1. it incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or 2. you have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. "Impaired property" does not include "electronic data." J. "Insured" means each of the following, to the extent set forth: 11. The Named Insured meaning: a. any person or organization listed in Item 1. of the Declarations, and any Company of which you own more than 50% as of the beginning of the Policy Period. b. any organization you newly acquire or form during the Policy Period, other than a partnership, joint venture or limited liability company, and of which you maintain ownership of more than 50%, will qualify to be a Named Insured. However: (1) coverage for such an organization under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the Policy Period, whichever is earlier; (2) coverage under this provision does not apply to any "bodily injury," "property damage," "personal injury" or "advertising injury" that occurred before you acquired or formed the organization; and (3) coverage under this provision applies only if the organization is insured under one or more of the policies listed in the Schedule of Underlying Insurance, and then for no broader coverage than is provided for that organization under such underlying policies. 2. If you are an individual: a. you and your spouse, but only with respect to the conduct of a business of which you are the sole owner as of the beginning of the Policy Period. b. any person or organization having proper temporary custody of your property if you die, but only: (1) with respect to liability arising out of the maintenance or use of that property; and GAI 6002 (Ed. 04/10) XS (Page 13 of 26) X0`11 (BML00) (2) until your legal representative has been appointed; and c. your legal representative if you die, but only with respect to duties as such. That representative will have all of your rights and duties under this insurance. 3. If you are a partnership or joint venture, your partners or members and their spouses, but only as respects the conduct of your business. 4. If you are a limited liability company, your members and your managers, but only as respects the conduct of your business. 5. If you are a trust, you are an "Insured." Your trustees are also "Insureds," but only with respect to their duties as your trustees. 6. Any person or organization, other than a Named Insured, included as an additional "Insured" by virtue of an "insured contract" or a contract that includes an "insured contract," and to which coverage is provided by the "underlying insurance," but for no broader coverage under this Policy than the coverage the "underlying insurance" provides for such additional "Insured." 7. Subject to 12., below, any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company) and any of your "employees," but only while acting within the scope of their duties as such. Your stockholders (if you are an organization other than a partnership, joint venture, or limited liability company) are also "Insureds," but only with respect to their liability as your stockholders. But no person or organization that is an "Insured" solely by virtue of this subparagraph is an "Insured" as respects any: a. "bodily injury" or "property damage" arising out of the ownership, maintenance, use, or "loading or unloading" of any "auto," aircraft or watercraft. However, if valid "underlying insurance" affords such coverage for that person or organization, or would have afforded such coverage but for the exhaustion of underlying limits for "bodily injury" or "property damage," then, subject to all the other terms and conditions of our Policy, that person or organization is also an "Insured" under our Policy as respects a. In that case, the coverage our Policy provides that person or organization for a. will follow the provisions, exclusions, and limitations of, and be no broader than, the coverage that "underlying insurance" provides that person or organization for a. 8. Subject to 12., below your "volunteer workers," but only while performing duties related to the conduct of your business. 9. Any person or organization, other than one of your "employees," while acting as your real estate manager. 10. Any person or organization (other than your partners, "executive officers," directors, stockholders or "employees") with respect to any "auto" owned by you, loaned to you, or hired by you or on your behalf, and used by that person or organization with your permission. But no person or organization that is an "Insured" solely by virtue of this subparagraph is an "Insured" as respects using an "auto" while working in a business that sells, services, repairs, or parks "autos" unless you are in that business. 11. No person or organization is an "Insured" with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations or unless added via endorsement to this Policy. GAI 6002 (Ed. 04/10) XS (Page 14 of 26) (BML.00) Policy Number: 19047025GAUM2664684 J. Maintenance of "Underlying Insurance" During the period of this Policy, you agree: 1. to keep the policies listed in the Schedule of Underlying Insurance in full force and effect; 2. that no renewal or replacement of any policy listed in the Schedule of Underlying Insurance will be more restrictive in coverage than the policy it renews or replaces; 3. that the Limits of Insurance of the policies listed in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of aggregate limits by actual payment of "claims" or "suits" for "occurrences" covered by "underlying insurance"; and 4. that the terms, conditions and endorsements of the policies listed in the Schedule of Underlying Insurance will not change during the Policy Period of this Policy in any way that: a. increases the coverage afforded under this Policy; or b. causes the applicable Limits of Insurance of the policies listed in the Schedule of Underlying Insurance or of other insurance providing coverage to the "Insured" to be reduced or exhausted at an earlier time than they would have been reduced or exhausted in the absence of such change. 11 you fail to comply with any one or more of these requirements, we will be liable only to the same extent we would have been had you fully complied with all of these requirements. K. Nonrenewal If we decide not to renew this Policy, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the end of the Policy Period. If notice is mailed, proof of mailing will be sufficient proof of notice. L. Other Insurance If other insurance applies to a liability that is also covered by this Policy, this Policy will apply only in excess of the applicable limits of that other insurance. Nothing in this provision will be construed to make this Policy subject to the terms, conditions and limitations of such other insurance. However, this provision will not apply if the other insurance is specifically written to apply only in excess of the applicable Limits of Liability of this Policy. M. Policy Period Subject to Condition D. Cancellation, the Policy Period of this Policy: I. begins at the date and time shown as From; and 2. ends at the date and time shown as To; in Item 2. of the Declarations. N. Premium The first Named Insured designated in Item 1. of the Declarations will be responsible for payment of all premiums when due. The premium for this Policy will be computed on the basis set forth in Item 3. of the GAI 6002 (Ed. 04/10) XS (Page 23 of 26) 10 of 11 (BML00) • Administrative Offices GREAT 301E 4th Street GAI 7279 (Ed. 06 13) AMERICAN Cincinnati OH 45202-4201 INSURANCE GROUP 513 369 5000 ph Policy Number: 19047025GAUM2664684 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WAIVER OF RIGHTS OF RECOVERY (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM Under Section VI. CONDITION, Q. Transfer of Rights of Recovery Against Others to Us is deleted in its entirety and replaced with the following: Q. Transfer of Rights of Recovery Against Others to Us 1. Transfer of Rights of Recovery If any "Insured" has rights to recover all or part of any payment we have made under this Policy, those rights are transferred to us. The "Insured" must do nothing after loss to impair those rights and must help us enforce them. At our request, the "Insured" will bring "suit" or transfer those rights to us and help us to enforce them. Any recoveries will be applied as follows: a. Any interests, including the "Insured", that have paid an amount in excess of our payment under this Policy will be reimbursed first; b. We then will be reimbursed up to the amount we have paid; and c. Lastly, any interests, including the "Insured", over which our insurance is excess, are entitled to claim the residue. Expenses incurred in the exercise of rights of recovery will be apportioned between the interests, including the "Insured", in the ratio of their respective recoveries as finally settled. 2. Waiver of Rights of Recovery (Waiver of Subrogation) If the "Insured" waives any right of recovery against any person or organization for all or part of any payment, including supplementary payments, we make under this Policy, we also waive that right, provided the "Insured" waives such right of recovery against such person or organization in a written contract executed before the "occurrence", "bodily injury", "property damage", offense, "personal injury" or "advertising injury" took place. This endorsement does not change any other provision of the Policy. GAI 7279 (Ed. 06/13) I i (BML00) against claims for personal injury (including bodily injury or death) and property damage occurring on, in or about the Facility, or any elevator therein or otherwise arising under this Agreement in an amount not less than $1 million combined single limit for each occurrence/ This insurance must include bodily injury and property damage liability, independent contractors' liability, contractual liability,products and completed operations liability, liquor liability, and personal and advertising injury liability, and may not include any exclusions for terrorism; 7.1.2 Commercial automobile liability insurance on an occurrence basis against claims for injury or death to persons or damage occurring in or about the Facility with minimum limits of liability of $1 million combined single limit for each occurrence. Such insurance must include coverage for bodily injury liability, personal injury liability, property damage liability, and the operation of owned, hired and non-owned vehicles. Q 7.1.3 Employment practices liability insurance (with an extended reporting 0 period not less than one (1) ye. • he event that the coverage is given in a"claims made" 0 form) in an amount not less that $1 ,,illion for each occurrence and without any exclusio 0 terrorism; At'a.' IC o 7.1.4 Excess or"umbrella" liability insurance no less broad than the underly' : coverages on an occurrence basis providing excess coverage in a total amount not less th., $5 million in the annual aggregate; I.Sfe- 17 7.1.5 Worker's compensation insurance as shall be required by d bre n >- conformance with the laws of the State of Washington, including employers insurance with limits of not less than $1 million for each accident and disease for all of Contractor's employees working with the Facility and$1 million in the aggregate; 7.1.6 Professional liability insurance (with an extended reporting period not less than one (1)year in the event the coverage is given in a "claims made" form) for errors and omissions that may arise out of the negligent acts of Contractor while providing professional services as manager of the Facility. The minimum amount of this insurance must be$1 million for P.--„,C.A,U, eh ocri anl ma noinc de� excl for terrorism;'and ran ceLO 9.1.7 S ch other insurance coverige , t•• - • P. g reasonably requested by Contractor to insure against other insurance risks not co - ectunder the above subsections that are commonly insured against by Contractor . .wners of similar C) conference facilities. • 7.2 Policies and Endorsements. Al ':-, rance policies furnished and maintained under this Section shall include a require,.- that the insurer provide eacliparty at least thirty (30) days written notice of . ., cellation or material change in therms and provision of the applicable polic • soon as practicable prior to the effective�date o the policies furnished and mainta...1. ereunder, each party shall provide the other with certificates of insurance evide •"r g that the insurance requirements of this Agreement have been satisfied. Contractor a!.. the City acknowledge and agree that theklicies and limits described above shall be subject to adjustment by the parties from timelto time during the Term to reflect changes in the insuring practices for facilities similar tclthe Facility and changes in insurance products. 7.3 Waiver of Subrogation. Each party shall request its respective insurance k 1--t-y-1 a- M 1tn- rIvCc rva-r-1 41- 1. 1110 r--% 14 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 Allied World Surplus Lines Insurance 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 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 XX 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 Professional Liability 1,000,000 03047668 D 10/01/2021 10/01/2020 Misc Professional DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR: Federal Insurance Company | INS TYPE: Employee Theft | | POLICY NUMBER: 82075839 (10/01/2020 - 10/01/2021)82075839 | LIMITS: 2,000,000/2,500 Deductible; 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... (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: Director of Financial Services 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 10(BML00) DESCRIPTIONS (Continued from Page) 1 ; Kitsap County Conference Center - 100 Washington Avenue, Bremerton, WA 98337. 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. Waiver of Subrogation applies on the general liability and excess liability policies per the attached endorsements/forms. 2 of 10(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 10(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 10(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 10(BML00) 6 of 10(BML00) 7 of 10(BML00) 8 of 10(BML00) J.Maintenanceof"UnderlyingInsurance" DuringtheperiodofthisPolicy,youagree: 1.tokeepthepolicieslistedintheScheduleofUnderlyingInsuranceinfullforceandeffect; 2.thatnorenewalorreplacementofanypolicylistedintheScheduleofUnderlyingInsurance willbemorerestrictiveincoveragethanthepolicyitrenewsorreplaces; 3.thattheLimitsofInsuranceofthepolicieslistedintheScheduleofUnderlyingInsurance willbemaintainedexceptforanyreductionorexhaustionofaggregatelimitsbyactual paymentof"claims"or"suits"for"occurrences"coveredby"underlyinginsurance";and 4.thattheterms,conditionsandendorsementsofthepolicieslistedintheScheduleof UnderlyingInsurancewillnotchangeduringthePolicyPeriodofthisPolicyinanywaythat: a.increasesthecoverageaffordedunderthisPolicy;or b.causestheapplicableLimitsofInsuranceofthepolicieslistedintheScheduleof UnderlyingInsuranceorofotherinsuranceprovidingcoveragetothe"Insured"tobe reducedorexhaustedatanearliertimethantheywouldhavebeenreducedor exhaustedintheabsenceofsuchchange. Ifyoufailtocomplywithanyoneormoreoftheserequirements,wewillbeliableonlytothe sameextentwewouldhavebeenhadyoufullycompliedwithalloftheserequirements. K.Nonrenewal IfwedecidenottorenewthisPolicy,wewillmailordelivertothefirstNamedInsuredshown intheDeclarationswrittennoticeofthenonrenewalnotlessthan30daysbeforetheendof thePolicyPeriod.Ifnoticeismailed,proofofmailingwillbesufficientproofofnotice. L.OtherInsurance IfotherinsuranceappliestoaliabilitythatisalsocoveredbythisPolicy,thisPolicywillapply onlyinexcessoftheapplicablelimitsofthatotherinsurance.Nothinginthisprovisionwillbe construedtomakethisPolicysubjecttotheterms,conditionsandlimitationsofsuchother insurance.However,thisprovisionwillnotapplyiftheotherinsuranceisspecificallywrittento applyonlyinexcessoftheapplicableLimitsofLiabilityofthisPolicy. M.PolicyPeriod SubjecttoConditionD.Cancellation,thePolicyPeriodofthisPolicy: 1.beginsatthedateandtimeshownasFrom;and 2.endsatthedateandtimeshownasTo; inItem2.oftheDeclarations. N.Premium ThefirstNamedInsureddesignatedinItem1.oftheDeclarationswillberesponsiblefor paymentofallpremiumswhendue. ThepremiumforthisPolicywillbecomputedonthebasissetforthinItem3.ofthe GAI6002(Ed.04/10)XS(Page23of26) 9 of 10(BML00) 10 of 10(BML00)