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HomeMy WebLinkAbout5191AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Amendment No. 2 to the Gold Mountain Golf Course Management Agreement 6, �, a, 51 q1 7C Study Session Date: November 9, 2016 COUNCIL MEETING Date: November 16, 2016 Department: Legal Presenter: Roger Lubovich Phone: (360) 473-2335 SUMMARY: The Second Amendment to the Gold Mountain Management Agreement extends the term of the Agreement to expire December 31, 2019 and makes other related changes. ATTACHMENTS: Amendment No. 2 to the Gold Mountain Golf Course Management Agreement FISCAL IMPACTS (Include Budgeted Amount): STUDY SESSION AGENDA: U No Presentation Ll Full Presentation STUDY SESSION ACTION: Consent Agenda o General Business �] Public Hearing RECOMMENDED MOTION: Move to approve Amendment No. 2 to the Gold Mountain Golf Course Management Agreement; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented COUNCIL ACTION: ❑'Approve Form Updated 01/07/15 ❑ Deny ❑ Table ❑ Continue ❑ No Action SECOND AMENDMENT TO GOLF COURSE MANAGEMENT AGREEMENT Gold Mountain Golf Club This SECOND AMENDMENT TO GOLF COURSE MANAGEMENT AGREEMENT is entered into on the later of the two dates set forth below by and between THE CITY OF BREMERTON, a Washington municipal corporation, (hereinafter referred to as "Owner"), and COLUMBIA HOSPITALITY, INC., a Washington corporation, (hereinafter referred to as "Manager"). WHEREAS, Owner and Manager are parties to that certain Golf Course Management Agreement dated October 12, 2012 (the "Agreement") under which Manager manages and operates the facilities and other improvements commonly known as the Gold Mountain Golf Club (the "Club Facilities"); and WHEREAS, the parties entered into a First Amendment to Agreement ("First Amendment") to extend the term of the Agreement for one additional year and to make other related amendments; and WHEREAS, the parties now desire to amend the Agreement, as amended by the First Amendment, as set forth in this Second Amendment to Agreement ("Second Amendment") to provide an additional extension of the term of the Agreement and to make other related amendments; NOW THEREFORE, for mutual consideration, Owner and Manager agree as follows: 1. Renewal. Section 3.01 of the Agreement entitled "Initial Term and Renewal", as amended by Section 1 of the First Amendment, is hereby replaced with the following: Manager's services under this Agreement shall commence on January 1, 2013 (the "Commencement Date") and, unless earlier terminated in accordance with this Agreement, shall continue until the third (3rd) anniversary of the Commencement Date (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall be renewed for a one year term beginning January 1, 2016 and expiring on December 31, 2016 as established in the First Amendment to this Agreement. Upon expiration of the one year renewal term, this Agreement shall be renewed for an additional three year term beginning January 1, 2017 and expiring on December 31, 2019 as established in Second Amendment to this Agreement (the `Renewal Term,' and together with the Initial Term, the `Term'). Any additional renewals, if any, shall be mutually agreed upon in writing in advance of the expiration of the Renewal Term and approved by the City Council. 2. Incentive Management Fee. The second paragraph added by Section 2 of the First Amendment to Section 4.02 of the Agreement entitled "Incentive Management Fee" is hereby replaced with the following: Second Amendment to Golf Course Management Agreement Notwithstanding the foregoing, during the Renewal Term, and in addition to the Base Management Fee, Owner shall pay Manager for services provided under this Agreement an annual Incentive Management Fee equal to forty percent (40%) of the Club Facilities' Net Operating Income in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00). The annual Incentive Management Fee shall be computed and paid annually based on year-to-date figures set forth in the Annual Statement. 3. Capital Improvements. Subsection 6.02(b) of the Agreement entitled "Capital Improvements and the Capital Reserve Account" is hereby replaced with the following: Funds deposited in the Capital Reserve Account shall be used solely for paying for Capital Improvements included and approved in the Annual Plans and Budgets or otherwise approved by Owner, provided, that Manager may make expenditures out of the Capital Reserve Account without the prior approval of Owner if Manager determines in its reasonable discretion that expenditures are required to protect life or property or comply with Applicable Laws. If the estimate approved by Owner exceeds the Capital Reserve Account balance, Owner will provide the additional funds required for such work within fifteen (15) days after receiving Manager's funding request, and in the event Owner fails to make such deposit, Manager may terminate this Agreement upon ten (10) days' notice to Owner. At the end of each Operating Year, any amount remaining in the Capital Reserve Accounts together with accumulated interest shall be carried forward and credited as an addition to the Capital Reserve Accounts otherwise established for the next succeeding Operating Year. Capital Improvements shall be performed by Owner or Manager as mutually agreed upon. The cost of all Capital Improvements shall be borne solely by Owner, shall not be an Operating Expense, and shall be reimbursed from the Capital Reserve Account to the extent there are funds in that account. Manager shall comply with RCW Chapters 39.04, 39.12 and 39.80 relating to public works contracting, if and as applicable, for capital improvements. 4. Notices. Section 14.04 of the Agreement entitled "Notices" is hereby amended to update contact information to read as follows: All notices will be in writing and will be deemed duly given if (a) personally delivered, (b) sent by facsimile (with electronic confirmation of delivery), (c) sent by overnight delivery through a nationally -recognized overnight delivery service or (d) mailed registered or certified mail, return receipt requested, postage prepaid. Each notice will be delivered to the intended recipient at the applicable address or facsimile number set forth below or at any other address or facsimile number as any party notifies the other party in writing. Notices or other communications that are sent by (x) personal delivery or facsimile, will be deemed received on the day sent or on the first business day thereafter if not sent on a business day, (y) overnight delivery, will be deemed received on the first business day immediately following the date sent, and (z) U.S. mail, will be deemed received three business days immediately following the date sent. Notices shall be sent to the following addresses: If to Owner: City of Bremerton City Hall, 345 6th Street, Suite 600 Bremerton, WA 98337 Attention: Director of Parks and Recreation 2 Second Amendment to Golf Course Management Agreement Telephone: (360) 473-5305 Facsimile: 360) 473-5882 If to Manager: Columbia Hospitality, Inc. 2200 Alaskan Way, Suite 200 Seattle, WA 98121 Attention: John Oppenheimer Telephone: (206) 239-1800 Facsimile: (206) 239-1801 with a copy to Garvey Schubert Barer 1191 Second Avenue, 18th Floor Seattle, WA 98101-2939 Attention: Gregory J. Duff, Esq. Telephone: (206) 464-3939 Facsimile: (206) 464-0125 5. Additional Terms and Conditions. Subsection (a) of Section 4 of the First Amendment is hereby replaced with the following: a) Debt Service Guarantee. In the event Manager operates the Club Facilities for a full Operating Year during the term of this lease, as set forth in this Second Amendment, and the Net Operating Income of the Club Facilities for the Operating Year is less than the Club Facilities' annual bond debt service obligations for such year (which the parties agree will not exceed a total $410,000 for the purpose of this debt obligation), Manager shall compensate Owner the difference. This obligation to compensate the Owner is subject to, and shall be waived to the extent that Manager's operation of the Club Facilities' is materially and adversely affected by, (i) any of the conditions set forth in Section 2.05 of the Agreement, (ii) a taking by eminent domain or (iii) a recession (i.e. two consecutive quarters of GDP decline or as otherwise defined by the U.S. National Bureau of Economic Research) or other similar significant macro- economic event that affects the greater Puget Sound region (e.g. the dot -corn / post 9-11 recession of 2001 or the "great recession" of 2007 — 2009), that in each case have a material adverse effect on the Club Facilities and their operation. 6. Other Terms. All other terms of the Agreement, as amended by the First Amendment and as further amended by this Second Amendment, shall remain in full force and effect. 7. Effective Date of Amendments. The amendments as set forth in this Second Amendment shall be effective January 1, 2017. 8. Duplicate Originals. This document is executed in duplicate originals. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Golf Course Management Agreement on the day and year written below. 3 Second Amendment to Golf Course Management Agreement IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Golf Course Management Agreement on the day and year written below. CITY OF BREMERTON —6;� 4o��l By: PaL nt Its: Ma Date: //— COLUMBIA HOSPITALITY, INC. 4 y': John Oppenheimer Its: Chief Executive Officer Date: 1Z-- 1 • t Io R:\Legal\Legal\Files\Current Active Files\Gold Mountain\Columbia Hospitality Managethent Agreements\Second Amendment to Management Agreement -11-4-16 Highlighted.doc M Second Amendment to Golf Course Management Agreement Contract Number: 5191 Vendor: COLUMBIA HOSPITALITY INC Subject: Golf Course Management Agreement Department: Parks File Class: GS50-01-11 Rev. 3 General Begin Date: 1/1/2013 End Date: 12/31/2016 Review Date: 7/1/2016 Vault Date: Comments: lst Amendment 9/22/15 FIRST AMENDMENT TO GOLF COURSE MANAGEMENT AGREEMENT Gold Mountain Golf Club This FIRST AMENDMENT TO GOLF COURSE MANAGEMENT AGREEMENT ("First Amendment") is entered into on the later of the two dates set forth below by and between THE CITY OF BREMERTON, a Washington municipal corporation, (hereinafter referred to as "Owner"), and COLUMBIA HOSPITALIY, INC., a Washington corporation, (hereinafter referred to as "Manager"). WHEREAS, Owner and Manager are parties to that certain Golf Course Management Agreement dated October 12, 2012 (the "Agreement") under which Manager manages and operates the facilities and other improvements commonly known as the Gold Mountain Golf Club (the "Club Facilities"); and WHEREAS, the parties agree that an evaluation of the revenues and expenses of the operations of the Club Facilities is necessary to ensure that the Club Facilities are adequately funded; and WHEREAS, recent audits have raised issues regarding the handling of cash at the Club Facilities and staff concerns about oversight of the monthly financial reporting; and WHEREAS, one year will provide time to evaluate the impacts on the Club Facilities, if any, of the increase in golf course properties in Manager's portfolio; and WHEREAS, the parties desire to amend the Golf Course Management Agreement as set forth in this First Amendment to, among other things, extend the Term of the Agreement for one additional year and to make other related amendments; NOW THEREFORE, for mutual consideration, Owner and Manager agree as follows: 1. Renewal. The second sentence of Section 3.01 of the Agreement entitled "Initial Term and Renewal" is hereby replaced with the following: "Upon expiration of the Initial Term, this Agreement shall be renewed for a one year term beginning January 1, 2016 and expiring on December 31, 2016 (the `Renewal Term,' and together with the Initial Term, the `Term'). Any additional renewals, if any, shall be mutually agreed upon in writing." 2. Incentive Management Fee. A new second paragraph to Section 4.02 of the Agreement entitled "Incentive Management Fee" is hereby added as follows: Notwithstanding the foregoing, during the Renewal Term, and in addition to the Base Management Fee, Owner shall pay Manager for services provided under this Agreement an annual Incentive Management Fee equal to forty percent (40%) of the Club Facilities' Net Operating Income in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00). The annual Incentive Management First Amendment to Gold Mountain Management Agreement Fee shall be computed and paid quarterly on a cumulative year-to-date basis based on year-to-date figures set forth in the Monthly Statements (with any overpayments for the year to date credited against the Base Management Fee) and a final computation and payment shall be made with the Annual Statements provided hereunder. 3. Capital Improvements and Capital Reserve Account. Section 6.02 of the Agreement entitled "Capital Improvements and Capital Reserve Account" is hereby amended, to change the amount of deposit to the capital reserve account from four percent (4%) to three percent (3%), to read as follows: (a) Owner acknowledges and agrees that as the Club Facilities age, certain Capital Improvements will be required to maintain and operate the Club Facilities' facilities (including the buildings, grounds, FF&E and operating supplies) in a manner consistent with the Operating Standard. To facilitate the funding of such needed Capital Improvements at the Club Facilities, Manager shall deposit, as a minimum, an amount equal to three percent (3%) of the Gross Revenue in capital reserve account established by Manager for the Club Facilities in a bank or banks designated by Manager, subject to Owner's approval (the "Capital Reserve Account"). 4. Additional Terms and Conditions. This First Amendment is subject to the following additional terms and conditions applicable only during the Renewal Term: a) Debt Service Guarantee. In the event Manager operates the Club Facilities for the full 2016 Operating Year and the Net Operating Income of the Club Facilities for the full 2016 Operating Year is less than the Club Facilities' annual bond debt service obligations for 2016 (which the parties agree total $413,920), Manager shall compensate Owner the difference. This obligation to compensate the Owner is subject to, and shall be waived to the extent that Manager's operation of the Club Facilities' is materially and adversely affected by, (i) any of the conditions set forth in Section 2.05 of the Agreement, (ii) a taking by eminent domain or (iii) a recession (i.e. two consecutive quarters of GDP decline or as otherwise defined by the U.S. National Bureau of Economic Research) or other similar significant macro -economic event that affects the greater Puget Sound region (e.g. the dot-com / post 9-11 recession of 2001or the "great recession" of 2007 — 2009), that in each case have a material adverse effect on the Club Facilities and their operation. b) Cash Handlingaporting. Manager agrees that its on-site and corporate personnel will work with Owner to resolve the cash handling and financial reporting concerns. c) Leveraging Manager's Golf Course Portfolio. As Manager's portfolio of golf course properties that it manages continues to grow, the parties agree: 2 First Amendment to Gold Mountain Management Agreement i. Manager will continue to make every commercially reasonable effort to maintain the Club Facilities' golf course usage and rating status of the Club Facilities at similar levels as they have been during the Initial Term, and ii. Budget impacts to the Club Facilities as a result of any shared resources are to be evaluated, adjusted and compensated for, as appropriate, using economy of scale for shared costs to be reflected in the Annual Plan and Budget for Operating Year 2016. d) Golf Cart Lease. Manager shall oversee and manage the golf cart pad lease between Owner and Alexander Cart Rentals, Inc. (the "Pad Lease") through the current lease term expiring on December 31, 2015 and through Operating Year 2016 if the Pad Lease term is extended through 2016. Revenue received from the Pad Lease will be recognized as Gross Revenues under the Agreement and on the Club Facilities' financial statements. On or about October 1, 2016, the parties will review and evaluate the performance and impacts of the conditions set forth above and discuss potential modifications and/or extensions of the Agreement. 5. Effect of First Amendment; Capitalized Terms. All other terms of the Agreement not specifically amended herein shall remain in full force and effect. Capitalized terms as defined in Section 1.04 of the Agreement entitled "Definitions" not otherwise defined in this First Amendment shall have the meanings ascribed to such terms in the Agreement. 6. Duplicate Originals. This document is executed in duplicate originals. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Golf Course Management Agreement on the day and year written below. CITY OF BREMERTON By: Fattynt Its: May& Date: 0'- GSB:7304588.1 COLUMBIA HOSPITALITY, INC. B ohn Oppenheimer Its: Chief Executive Officer Date: r- ZZ, Zoe R:\Legal\Lega1\Fi1es\Curn:nt Active Files\Gold Mountain\Agreements and Documents 2015\First Amendment to Management Agreement - 9-22- 15 Fnal.doc 3 First Amendment to Gold Mountain Management Agreement Contract Number 5191 Vendor COLUMBIA HOSPITALITY INC Subject Golf Course Management Agreement Department Parks File Class LEG 12-1 Begin Date End Date Review Date Vault Date Comments 1/1/2013 12/31/2016 6/30/2016 GOLF COURSE MANAGEMENT AGREEMENT Gold Mountain Golf Club This Golf Course Management Agreement ("Agreement") is entered into on the date fully executed below by and between the City of Bremerton, a Washington municipal corporation ("Owner"), and Columbia Hospitality, Inc , a Washington corporation ("Manager") or its permitted assignee RECITALS A. Owner is the owner of certain real property and the buildings, facilities and other improvements located thereon, which collectively are commonly known as the Gold Mountain Golf Club and located at 7263 W Belfair Valley Road, Bremerton, Washington (the "Club Facilities") The Club Facilities are situated on a portion of the following sections • WI/2 Section 1, T23N, R 1 W • NE1/4 NEI/4 Section 2, T23N, R1 W • SEIA SEI/4 Section 35, T24N, R1 W • SWI/4 Section 36, T24N, R1W and are more particularly delineated on the aerial photo -map attached as Exhibit A B As of the Effective Date, the Club Facilities consist of (i) two 18 -hole golf courses, (u) driving range and practice and putting greens, (iii) a golf pro shop, including a retail store, locker rooms, cart storage and bag storage, (iv) a full service restaurant and bar, including meeting and event space, and (v) various buildings and related facilities used for storage of maintenance and related golf course equipment, golf carts and other golf -course related supplies C. Manager is knowledgeable and experienced in the management and operation of resort facilities similar to the Club Facilities D. Owner wishes to engage Manager to promote, operate and manage the Club Facilities, and Manager is willing to provide such services pursuant to the terms and conditions set forth below AGREEMENTS NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Owner and Manager agree as follows ARTICLE I INTERPRETATION 1.01 Definitions All initially capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth below Gold Mountain Golf Club Management Agreement "Affiliate" means any other individual, corporation, partnership, limited liability company or other entity directly or indirectly controlling, controlled by, or under common control with Manager or Owner, as applicable "Annual Plan and Budget" has the meaning set forth in Section 5 04 "Annual Statements" has the meaning set forth in Section 5 02 "Applicable Laws" means all laws, statutes, ordinances, regulations, codes, bylaws, orders, judgments, directives, rules, guidelines, orders and other requirements of any governmental or regulatory authority having jurisdiction over Owner and the Club Facilities including Environmental Laws and those laws, statutes, codes, rules and other requirements related to employees, health and safety and the accessibility of public facilities to persons with disabilities "Base Management Fee" has the meaning set forth in Section 4 01 "Capital Improvement" means a replacement, renewal or addition to FF&E or an alteration, improvement or replacement to the structural, mechanical, electncal, heating, ventilation, air conditioning, extenor, plumbing or vertical transportation elements of the Club Facilities, the cost of which is capitalized pursuant to GAAP "Capital Reserve Account" has the meaning set forth in Section 6 02(a) "Centralized Services" means accounting human resources training and development, public relations, employee relations, payroll processing, information technology and other related services as provided in accordance with Section 2 04 "Centralized Service Fees" has the meaning set forth in Section 4 04 "Club Facilities" has the meaning set forth in Recital A "Confidential Information" means (a) the terms of this Agreement, (b) all information that one party receives from the other party relating to the disclosing party's business and that is designated in writing as confidential by the disclosing party and (c) Manager's Intellectual Property Notwithstanding the foregoing, the following information is not Confidential Information information that (1) comes into the public domain through no fault of the receiving party, (n) was lawfully disclosed to the receiving party by a third party, (in) was disclosed by the receiving party with the disclosing party's wntten consent, (iv) was independently developed by the receiving party, or (v) was nghtfully known by the receiving party pnor to entenng into this Agreement "Environmental Laws" has the meaning set forth in Section 11 01 "Event of Default" has the meaning set forth in Section 3 02 "FF&E" means furniture, fixtures and equipment "Force Majeure" means acts of God, acts of war, civil disturbance, governmental action (including the revocation or refusal to grant licenses or permits, where such revocation or refusal is not due to the fault of the party whose performance is to be excused for reasons of Force Majeure), stnkes, lockouts, fire, unavoidable casualties, performance of approved Capital Improvements that have an adverse effect on income generating areas of the Club Facilities, or any other causes beyond the 2 Gold Mountain Golf Club Management Agreement reasonable control of the party claiming such event occurred (excluding, however, (a) lack of financing, (b) financial condition or (c) general economic and/or market factors)) "GAAP" means accounting principles generally accepted in the United States "Gross Operating Profit" means the amount by which Gross Revenue for the applicable period exceeds Operating Expenses for that same period "Gross Revenue" means all revenues, receipts, income and sale proceeds of every kind derived directly or indirectly from the Club Facilities as determined in accordance with GAAP Gross Revenue shall include, but not be limited to, greens fees, cart fees (motorized and pull cart), club rentals, pro shop sales, income from the rental of meeting and event space or other facilities or services, license, lease and concession fees and rentals paid for any commercial, retail and other space in the Club Facilities (not including gross receipts of licensees, lessees and concessionaires), income from golf lessons and instruction, income from parking, and food and beverage sales provided by the Club Facilities, in and from both on and off-site locations, wholesale and retail sales of the Club Facilities' merchandise, and service charges Notwithstanding the foregoing, Gross Revenue from the Club Facilities shall not include the following gratuities to the Club Facilities' employees, federal, state or municipal excise, sales or use taxes or any other taxes collected directly from patrons, guests or customers or included as part of the sales price of any goods or services, proceeds from the sale of FF&E (which shall be deposited into the Capital Reserve Account), interest received or accrued with respect to the funds in the Operating Account(s) and Capital Reserve Account, any refunds, rebates, discounts and credits of a similar nature, given, paid or returned in the course of obtaining Gross Revenues or components thereof, insurance proceeds, condemnation proceeds, or any proceeds from any transfer of the Club Facilities "Hazardous Materials" has the meaning set forth in Section 11 01 "Incentive Management Fee" has the meaning set forth in Section 4 02 "Initial Working Capital Deposit" has the meaning set forth in Section 5 07 "Manager" means Columbia Hospitality, Inc or its permitted assigns "Manager's Intellectual Property" has the meaning set forth in Section 12 04 "Manager's Trademarks" has the meaning set forth in Section 12 01 "Monthly Statement" has the meaning set forth in Section 5 01 "Net Operating Income" means the amount by which Gross Operating Profit for the applicable period exceeds (i) the Base Management Fee, (n) insurance costs and expenses for the insurance coverages required under Article VII together with any associated deductibles, and (iii) real estate and personal property taxes, if any, for that same period "Operating Account(s)" has the meaning set forth in Section 5 03 "Operating Expenses" means all ordinary and necessary expenses, including, without limitation, Reimbursable Expenses, incurred in the operation of the Club Facilities, including without limitation, salaries, wages and benefits of the Club Facilities' personnel, utilities, administrative expenses, centralized service fees, and advertising and marketing expenses, all as determined in accordance with GAAP, but excluding (a) real estate and personal property taxes, (b) the Base Management Fee, (c) the 3 Gold Mountain Golf Club Management Agreement Incentive Management Fee, (d) payments pursuant to equipment leases or other forms of FF&E financing, (e) insurance costs and expenses for property and liability coverages required under Article VII together with associated deductibles, (f) amounts expended on Capital Improvements, including, without limitation any funding into or expenditures from the Capital Reserve Account, (g) depreciation and amortization expenses, and (h) costs and expenses of Owner or Owner's personnel "Operating Standard" means the manner in which the Club Facilities are operated, which shall be consistent with the standards and practices maintained at the hotels and other facilities currently operated by Manager "Operating Year" means each 12 -month calendar year period, provided that the first Operating Year shall be the partial year beginning on the Commencement Date and ending on the following December 31" and, if this Agreement is terminated on a date other than December 31 ", the partial year ending on the date of termination "Owner" means the City of Bremerton, a Washington municipal corporation "Reimbursable Expenses" means all costs and expenses advanced by Manager or its Affiliates on Owner's account or for or on behalf of Owner in the ordinary course of providing services under this Agreement 1.02 Captions, Numbering and Headings Captions, numbering and headings of Articles, Sections and Exhibits in this Agreement are for convenience of reference only and shall not be considered in the interpretation of this Agreement References in this Agreement to Articles, Sections and Exhibits shall be deemed to be references to such Articles, Sections and Exhibits in this Agreement unless otherwise expressly specified 1.03 Number; Gender Whenever required by the context, the singular shall include the plural, the neuter gender shall include the male gender and female gender, and vice versa 1.04 Exhibits All Schedules and Exhibits referenced in this Agreement are incorporated by this reference as if fully set forth in this Agreement, and all references to this Agreement shall be deemed to include all such Schedules and Exhibits 1.05 No Construction Against Drafter This Agreement has been negotiated and prepared by Owner and Manager and their respective attorneys and, should any provision of this Agreement require judicial interpretation, the court interpreting or construing such provision shall not apply the rule of construction that a document is to be construed more strictly against one party 0 Gold Mountain Golf Club Management Agreement ARTICLE II MANAGEMENT SERVICES 2.01 Appointment of Manager / Manager's Management Responsibilities Subject to the terms and conditions of this Agreement, Owner engages Manager, as an independent contractor, to service, operate, promote and manage the Club Facilities for and on the account of Owner, as agent for Owner, and grants Manager the exclusive authority, right and full control to service, operate, promote and manage the Club Facilities and the personnel associated with the Club Facilities on a day-to-day basis consistent with the Operating Standard at Owner's sole cost and expense Manager hereby accepts such engagement and agrees to service, operate, promote and manage the Club Facilities for the account and on behalf of Owner, as Owner's agent, in accordance with the terms of this Agreement Without limiting the foregoing, Manager shall have sole and exclusive authority to do the following (a) manage all aspects of the Club Facilities' human resource functions, including terms and conditions of employment, recruiting, screening, selection, hiring, training, compensation, employee benefits, supervision, discipline, dismissal and replacement, (b) establish all relevant prices, price schedules, rates, rate schedules, rents, lease charges and concession charges for all areas of the Club Facilities, (c) negotiate and administer, in the name and on behalf of Owner, leases, licenses and concession agreements for gift shops or other minor areas appurtenant to the Club Facilities, (d) provide marketing and sales services for the Club Facilities, (e) obtain and keep in full force and effect in Manager's name or in Owner's name, as may be required by Applicable Laws, any and all license and permits to the extent the same is within the control of Manager, (f) negotiate, enter into, and administer, in the name and on behalf of Owner, contracts, licenses and purchase orders for services, inventories, provisions, and supplies that are necessary for maintenance and operation of the Club Facilities, and use the same in the management and operation of the Club Facilities, (g) negotiate, enter into, and administer, in the name and on behalf of Owner, contracts for the use of meeting areas by groups and individuals, (h) institute in its own name or, with Owner's written consent, in the name of Owner or the Club Facilities any and all legal actions or proceedings necessary for, or incident to, operation and maintenance of the Club Facilities, (1) maintain the facilities and equipment associated with the Club Facilities in good repair and condition, 0) collect all charges, rent and other amounts due from guests, patrons, licensees and concessionaires of the Club Facilities and use those funds, together with funds from other sources that may be available to the Club Facilities, first to pay all Operating Expenses of the Club Facilities on behalf of Owner and then any other financial obligations of the Club Facilities as Owner may reasonably direct, and 5 Gold Mountain Golf Club Management Agreement (k) perform such other tasks acceptable to Manager as are customary and usual in the operation of a Club Facilities of a class and standing equal to the Club Facilities Notwithstanding the foregoing, unless otherwise part of the Annual Plan and Budget approved by Owner in accordance with Section 5 02, Manager shall not enter into any agreement in the name of Owner (1) that creates an obligation of Owner that is greater than twenty-five thousand dollars ($25,000) or (u) whose term exceeds one year and cannot be terminated without liability on sixty (60) days' written notice without Owner's prior written consent 2.02 Personnel In furtherance of Manager's obligation to manage the Club Facilities' human resource functions, Manager shall have sole and exclusive responsibility for (a) identifying, interviewing, selecting, appointing, hiring, retaining, supervising, directing, disciplining and firing the Club Facilities' general manager(s) and other senior managers, and all other personnel necessary for the operation of the Club Facilities and the Club Facilities' systems and facilities, and (b) adopting and offering to personnel, and administering on Owner's behalf, employee benefit plans determined by Manager All personnel associated with the Club Facilities shall be employees of Manager, provided that all costs associated with such personnel shall be an Operating Expense Costs and expenses related to personnel may include, but are not limited to, benefit administration costs, payroll processing, recruiting, software licensing fees and compliance with all Applicable Laws, including, without limitation, the Consolidated Omnibus Budget Reconciliation Act (COBRA) and the Worker Adjustment and Retraining Notification (WARN) Act 2.03 Sales and Marketing In connection with its management of the Club Facilities, Manager shall provide marketing and sales services, including (a) development (as part of the Annual Plan and Budget) and implementation of a sales and marketing program for the Club Facilities, (b) production and distribution of promotional materials, (c) development and implementation of promotional offers or programs, (d) attendance of the Club Facilities' personnel at relevant conventions, meetings, seminars and conferences, (e) selection of, engagement, and guidance to, as required, advertising, creative and public relations personnel and (f) updating and maintenance of the Club Facilities' website Marketing and sales services provided under this Section 2 03 may be provided by Manager either solely on behalf of the Club Facilities or in conjunction with other similar Manager -operated properties (in which event such services would be centralized and billed to the Club Facilities in accordance with Section 4 04) 2.04 Centralized Services Owner acknowledges and agrees that in performing services under this Agreement (1) Manager may elect from time to time to perform certain functions (the "Centralized Services") as defined in Section 101 on a centralized basis using the personnel and resources of Manager's or its Affiliates' corporate office or other Manager -managed properties and (n) the costs of any such centralized services shall be allocated fairly and equitably among the Manager -managed properties benefitting from such services Owner further agrees that Manager may use its reasonable discretion to identify and determine from time to time those functions best performed on a centralized basis and that the costs of providing such Centralized Services to the Club Facilities together with a reasonable profit shall be billed to, and paid by, Owner as an Operating Expense in accordance with Section 4 04 C: Gold Mountain Golf Club Management Agreement 2.05 Conditions to Manager's Obligations Notwithstanding anything contained in this Agreement, Manager shall be excused from, and may immediately suspend its performance of, its obligations under this Agreement (a) To the extent and whenever Manager shall be prevented from compliance with such obligations by events of Force Majeure, (b) To the extent of any breach of any representation, warranty or covenant contained in this Agreement or default hereunder by Owner, or (c) In the event Owner fails to provide the working funds necessary to operate the Club Facilities in a manner consistent with the Operating Standard It is expressly agreed and understood that each and every provision contained in this Agreement pursuant to which Manager is excused from its obligations under this Agreement shall operate without prejudice to any right or remedy that Manager may have hereunder, at law or in equity ARTICLE III ff TI 3.01 Initial Term and Renewal Manager's services under this Agreement shall commence on January 1, 2013 (the "Commencement Date") and, unless earlier terminated in accordance with this Agreement, shall continue until the third (P) anniversary of the Commencement Date (the "Initial Term") Upon expiration of the Initial Term, this Agreement shall automatically renew for successive two-year renewal terms (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either party provides written notice of its intent not to renew ninety (90) days prior to expiration of the Initial Term 3.02 Termination - Event of Default In addition to the other termination rights set forth in this Agreement, this Agreement may be terminated prior to expiration under the following circumstances (each an "Event of Default") (a) By either party, if the other party materially breaches any term of this Agreement or defaults in the performance of any obligation under this Agreement that can be cured with the payment of money and fails to cure such breach within ten (10) days following notice thereof by the non -defaulting party, (b) By either party, if the other party materially breaches any term of this Agreement or defaults in the performance of any obligation under this Agreement that cannot be cured with the payment of money, and fails to cure such breach or default within thirty (30) days following notice thereof by the non -defaulting party, or, in the event that it is not possible to cure such breach or default within thirty (30) days, the defaulting party fails to commence to cure the breach or default within the 30 -day period and thereafter proceed diligently and in good faith to cure such breach or default within ninety (90) days, (c) By Manager, if Owner fails to timely deposit amounts requested by Manager in accordance with Sections 5 07 or 6 02, or 7 Gold Mountain Golf Club Management Agreement (d) By either party, in the event of an appointment of a receiver, trustee or liquidator of the other party or of all or any part of its assets, or the filing of a voluntary petition in bankruptcy, the making of a general assignment for the benefit of creditors, the filing of a petition or an answer seeking reorganization or arrangement with creditors or bankruptcy petition or similar petition under state law, and such appointment, filing, assignment, or petition is not vacated within sixty (60) days The non -defaulting party shall, in addition to its right of termination, be entitled to pursue all other available remedies at law or equity as a result of an Event of Default, including, in the case of a default by Owner, accrued and owing management fees and reimbursable expenses through the effective date of termination 3.03 Termination - Convenience From and after expiration of the Initial Term, Owner or Manager may terminate this Agreement without penalty or liability by providing the other party one year's prior written notice 3.04 Termination — Casualty or Condemnation Event Owner may terminate this Agreement in accordance with Sections 8 01 or 8 02 provided that the effectiveness of any such termination occurring prior to expiration of the first full Operating Year (December 31, 2013) shall be conditioned on Owner's payment to Manager of an early termination fee calculated in accordance with table below ("Early Termination Fee") Effective Termination Date Early Termination Fee January 1, 2013 — March 31, 2013 $100,000 April 1, 2013 — June 30, 2013 $75,000 July 1, 2013 — September 30, 2013 1 $50,000 October 1, 2013 — December 31, 2013 $25,000 3.05 Effect of Termination Upon expiration or earlier termination of this Agreement, the parties agree that (a) except for costs and expenses caused by Manager's Event of Default or as otherwise set forth in Section 7 03, any expenses ansing as a result of the termination shall be for the sole account of Owner and Owner shall reimburse Manager on receipt of any invoice from Manager for any termination expenses, (b) within thirty (30) days following termination, Owner shall pay Manager any and all fees or other amounts owed under this Agreement through to and including the effective date of termination, including any applicable Early Termination Fee, (c) Manager shall peacefully vacate and surrender the Club Facilities to Owner, (d) Manager shall assign and transfer to Owner (i) all books and records of the Club Facilities in Manager's custody or control, including those contracts, leases and other agreements regarding the Club Facilities that are assignable and not Manager's Intellectual Property and (ii) all right, title and interest in and to all permits and licenses, if any, held by Manager in connection with the Club Facilities, to the extent such transfer or assignment is permitted under Applicable Laws, (e) Owner shall honor all business confirmed for the Club Facilities with reservation dates after the effective date of termination, and (f) as of the effective date of termination, Manager shall remove all Manager's Intellectual Property Upon expiration or earlier termination of this Agreement, the parties' obligations with respect to this Agreement will terminate, except as to liabilities or claims of either party that have accrued or arisen before the termination date Notwithstanding the foregoing, all provisions of this Agreement that are expressly or by Gold Mountain Golf Club Management Agreement implication to remain in force after the termination of this Agreement (including Articles X, XII and XIII and Sections 3 04, 7 03, 7 04, 1101, 14 02, 14 03, 14 04, 14 06, 14 07, 14 12 and 14 13) will survive the expiration or earlier termination of this Agreement ARTICLE IV COMPENSATION 4.01 Base Management Fee From and after the Commencement Date, Owner shall pay Manager for services provided under this Agreement a monthly base management fee of five percent (5%) of the Club Facilities' Gross Revenue (the "Base Management Fee") The Base Management Fee shall be paid monthly (prorated for any partial month) on or before the tenth (10`h) day of the month immediately following the month during which services were rendered 4.02 Incentive Management Fee From and after the Commencement Date and in addition to the Base Management Fee, Owner shall pay Manager for services provided under this Agreement an annual Incentive Management Fee equal to twenty percent (20%) of the Club Facilities' Net Operating Income in excess of Six Hundred Thousand and No/100 Dollars ($600,000 00) (the "Incentive Management Fee") The annual Incentive Management Fee shall be computed and paid quarterly on a cumulative year-to-date basis based on year- to-date figures set forth in the Monthly Statements (with any overpayments for the year to date credited against the Base Management Fee) and a final computation and payment shall be made with the Annual Statements provided hereunder 4.03 Reimbursable Expenses From and after the Commencement Date and in addition to the Base Management Fee and Incentive Management Fee, Owner will reimburse Manager for the following Reimbursable Expenses, (a) corporate employees or employees of other Manager -operated properties serving functions associated with the Club Facilities that would otherwise be served by property -level staff, (b) all reasonable third party costs and expenses incurred and paid by Manager and its personnel (corporate or otherwise), including, without limitation, transportation costs, long distance and postage while performing under this Agreement, (c) payments made by Manager to third parties for goods and services in the ordinary course of the Club Facilities' operation, and (d) taxes and similar assessments levied against any reimbursement payable to Manager, including any applicable withholding taxes Owner will pay, within thirty (30) days after the notice date, expenses to be reimbursed to Manager in accordance with this Section 4 03 4.04 Centralized Service Fees From and after the Commencement Date, Manager reserves the right to charge certain fees and charges associated with any Centralized Services provided by Manager or its Affiliates in accordance with Section 2 04 ("Centralized Service Fees") Centralized Service Fees shall be paid monthly (prorated for any partial month) in arrears, no later than the 15`h day of each month commencing with the Commencement Date Any such Centralized Service Fees will be allocated equitably among participating Manager -operated properties E Gold Mountain Golf Club Management Agreement 4.05 Payment Amounts payable to Manager or its Affiliates under this Agreement shall be paid in immediately available funds without reduction for taxes or other assessments Payment shall be made to the place designated for the giving of notice under Section 14 04 or to such other place designated by Manager At Manager's option, payments due Manager or its Affiliates may be made by Manager out of the appropriate Operating Account(s) 4.06 Club Facilities Accommodations and Amenities In addition to the fees outlined above, Owner shall provide Manager and its staff discounted use of the Club Facilities and their amenities on a "space available basis" for leisure utilization and complimentary use of the Club Facilities for business related visits ARTICLE V ACCOUNTING 5.01 Operating Expenses Paid by Owner All actions of Manager in the performance of its obligations and expenses incurred under this Agreement, including all wages, benefits and other payroll expenses of the Club Facilities' personnel, shall be for, and on behalf of, Owner and for its account, and all debts and liabilities ansmg in the course of the Club Facilities' operations, including, without limitation, any and all costs related to claims by the Club Facilities' personnel concerning their employment, shall be the obligation of Owner, and Manager shall not be liable for any of such expenses, debts, liabilities and obligations by reason of its direction, management, supervision and operation of the Club Facilities on Owner's behalf 5.02 Accounting Matters During the Tenn, Manager shall maintain separate books of account and other financial records and systems for the Club Facilities that collect and reflect the results from the Club Facilities in all material respects in accordance with GAAP All books of account and other financial records of the Club Facilities shall be available to Owner at the Club Facilities at reasonable hours for examination, inspection and copying upon reasonable notice The City or its representatives may audit all of the Contractor's books and records relating to the Facility and its operation each year, and may audit some or all those books and records at any other reasonable time, upon not less than five days' prior written notice On or before the twentieth (20`x') day of each month that follows a month during which the Club Facilities were open and operating, Manager shall furnish to Owner a profit and loss statement for each Club Facilities that contains Gross Revenues, Operating Expenses, Gross Operating Profit and Net Operating Income for the preceding month and the year to date (the "Monthly Statements") Within thirty (30) days following the end of each Operating Year, Manager shall funush to Owner the cumulative year-end statements that detail calculations and payments of the fees payable to Manager hereunder (the "Annual Statements") The parties shall, within thirty (30) days after Owner's receipt of the Annual Statements, make any adjustments, by cash payment, in the amounts paid or retained for such Operating Year as are needed because of the final figures set forth in the Annual Statements All out-of-pocket costs and expenses incurred in the preparation of any statements, schedules, computation and other reports required under this Article V or any or provision of this Agreement shall be an Operating Expense of the respective Club Facilities 10 Gold Mountain Golf Club Management Agreement 5.03 Accounts and Expenditures All funds derived from the Club Facilities' operations shall be deposited by Manager in separate bank accounts in a bank or banks designated by Manager, subject to Owner's reasonable approval (the "Operating Accounts") Withdrawals from the Operating Accounts shall be made solely by representatives of Manager whose signatures have been authorized by Owner Reasonable petty cash funds shall be maintained at the Club Facilities Manager shall cause disbursements to be made from the funds collected and deposited in the Operating Accounts in the manner and order designated by Manager, in the exercise of its commercially reasonable discretion Debts and liabilities incurred by Manager hereunder as a result of its operation and management of the Club Facilities, whether asserted before or after expiration or earlier termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenue that has been deposited in the Operating Accounts or petty cash Manager shall not be obligated to incur any liability or obligation with respect to the Club Facilities, and Manager shall not be responsible for paying any obligation unless the amounts in the Operating Accounts, together with other funds provided by Owner, are sufficient to make such payment 5.04 Annual Plan and Budget On or before August 1" of each Operating Year, Manager shall prepare and provide to Owner for its review Manager's initial estimates (without supporting detail) of Gross Revenue and Operating Expenses for the ensuing Operating Year (the "Initial Annual Estimates") On or before September 1" of each Operating Year, Manager shall prepare and provide to Owner for its review and approval Manager's proposed operating plan and budget for the Club Facilities, which operating plan and budget shall contain, among things, Manager's Initial Annual Estimates (revised as necessary), as well as estimated Gross Operating Profit and Net Operating Income, proposed Capital Improvements and proposed expenditures from the Capital Reserve Accounts for the ensuing Operating Year (the "Annual Plan and Budget") If Owner disapproves of the Annual Plan and Budget, it shall identify the line items it disapproves and the remaining items shall be approved Until such time as Owner and Manager are able to reach complete agreement over the Annual Plan and Budget, Manager may operate the Club Facilities under the proposed form of Annual Plan and Budget substituting those items still under dispute (other than fixed charges over which Manager has no control) with items taken from the prior Operating Year's Annual Plan and Budget adjusted to account for changes in anticipated occupancy and inflation and known cost increases For the first Operating Year (Commencement Date — December 31, 2013), Manager shall operate the Club Facilities in accordance with the budget proposed by Manager and adopted by Owner during the Owner's annual budget process for the 2013 budget 5.05 Compliance with Annual Plan and Budget Once the Annual Plan and Budget is approved by Owner or deemed to be approved, Manager may incur the expenditures and implement the provisions of the Annual Plan and Budget and, absent prior approval from Owner, Manager may not exceed amounts set forth in the Annual Plan and Budget (in the aggregate) by more than fifteen percent (15%), provided, however, that the preceding cap shall not apply to line item increases directly attributable to unplanned increases in occupancy or other revenue-producing activities Owner and Manager acknowledge and agree that the Annual Plan and Budget is predicated on revenues and operating expenses estimated at the time of adoption of the Annual Plans and Budgets The parties agree that adjustments to the Annual Plan and Budget may be required for variable expenses and events not reasonably within the control of Owner or Manager All updates and revisions to the Annual Plan and Budget shall be submitted to Owner for review and approval in the manner described in this Section 5 05 11 Gold Mountain Golf Club Management Agreement 5.06 Emergency Expenditures Notwithstanding anything to the contrary in this Article or elsewhere in the Agreement, Manager may make expenditures in addition to those provided in the Annual Plan and Budget without the prior approval of Owner if Manager determines in its reasonable discretion that such expenditures are necessary to protect life or property, to comply with Applicable Laws or to avoid suspension of any service to the Club Facilities, provided that Manager uses commercially reasonable efforts to confer with Owner prior to any such expenditure and that THG, as soon as reasonably possible, provides Owner written notice of any such expenditure 5.07 Working Capital Owner acknowledges and agrees that it has sole responsibility for the funding of the Annual Plan and Budget All costs and expenses with respect to the operation and ownership of the Club Facilities shall be borne solely by and timely paid by Owner Prior to the commencement of Manager's services under this Agreement, Owner shall deposit no less than Three Hundred Thousand and No/100 Dollars ($300,000 00) into the Operating Account(s) to fund the transition in operations to Manager and its systems (the "Initial Working Capital Deposit") From and after the Commencement Date, Owner shall ensure that sufficient working capital funds exist and are available to Manager at all times to meet the operating needs of the Club Facilities, which amount shall be no less than two (2) months' average Operating Expenses of the applicable Club Facilities as determined under the applicable Annual Plan and Budget From time to time during the Term, on Manager's request, Owner shall deposit funds into the Operating Accounts sufficient to allow the uninterrupted operation of the Club Facilities in accordance with the terms of this Agreement and in a manner consistent with the Operating Standard Owner's deposit shall be made within thirty (30) days after receiving Manager's funding request ARTICLE VI REPAIRS, MAINTENANCE AND CAPITAL IMPROVEMENTS 6.01 Routine Repairs and Maintenance In furtherance of Manager's obligation to maintain the Club Facilities, Manager shall make or cause to be made such routine maintenance, repairs and minor alterations to the Club Facilities, including, without limitation, the golf course greens and surrounding areas, as it determines are necessary for such purposes and as more thoroughly specified in Exhibit B Such routine maintenance, repairs and alterations shall include only those items that are normally expensed under GAAP and shall be paid from the Operating Account(s) Manager shall comply with RCW Chapters 39 04, 39 12 and 39 80 relating to public works contracting, if and as applicable, for maintenance and repairs In this regard, Manager will periodically seek the advice of Owner in such matters and Owner will provide administrative and purchasing support to Manager if requested Manager may not undertake physical alterations (excluding paint and wall and floor finishes) to the Club Facilities unless set forth in an Annual Plan and Budget without prior written consent of Owner 6.02 Capital Improvements and the Capital Reserve Account (a) Owner acknowledges and agrees that as the Club Facilities age, certain Capital Improvements will be required to maintain and operate the Club Facilities' facilities (including the buildings, grounds, FF&E and operating supplies) in a manner consistent with the Operating Standard To facilitate the funding of such needed Capital Improvements at the Club Facilities, Manager shall deposit, as a minimum, an amount equal to four percent (4%) of the Gross Revenue in capital reserve 12 Gold Mountain Golf Club Management Agreement account established by Manager for the Club Facilities in a bank or banks designated by Manager, subject to Owner's approval (the "Capital Reserve Account") (b) Funds deposited in the Capital Reserve Account shall be used solely for paying for Capital Improvements included and approved in the Annual Plans and Budgets or otherwise approved by Owner, provided, that Manager may make expenditures out of the Capital Reserve Account without the prior approval of Owner if Manager determines in its reasonable discretion that expenditures are required to protect life or property or comply with Applicable Laws If the estimate approved by Owner exceeds the Capital Reserve Account balance, Owner will provide the additional funds required for such work within fifteen (15) days after receiving Manager's funding request, and in the event Owner fails to make such deposit, Manager may terminate this Agreement upon ten (10) days' notice to Owner At the end of each Operating Year, any amount remaining in the Capital Reserve Accounts together with accumulated interest shall be carried forward and credited as an addition to the Capital Reserve Accounts otherwise established for the next succeeding Operating Year Manager shall have no obligation to supervise any Capital Improvement and all Capital Improvements shall be performed exclusively by Owner and its representatives and agents and not by Manager The cost of all Capital Improvements shall be borne solely by Owner, shall not be an Operating Expense, and shall be reimbursed from the Capital Reserve Account to the extent there are funds in that account (c) Any improvements, alterations, or changes made to the Golf Facilities in accordance with this Section 6 02 shall become a part of the Golf Facilities and shall belong to Owner upon expiration or sooner termination of this Agreement 6.03 Liens Subject to Manager's receipt of appropriate funding from Owner, Manager shall keep the Golf Facilities free from any liens ansmg out of any work performed, materials furnished, or obligations incurred by Manager ARTICLE VII INSURANCE AND CLAIMS 7.01 Insurance and Bonds (a) Manager shall, at all times during the Term and at Owner's sole cost and expense, furnish and maintain insurance and/or bonds of the types and with the coverages and deductibles described in Exhibit C with commercial insurance carriers having an A M Best rating of A -VII or better All insurance policies furnished and maintained under this Section 7 01 shall include, to the extent possible, a requirement that the insurer provide each party at least thirty (30) days' advance written notice of cancellation of the applicable policy Insurance maintained by Manager under this Section 7 01 shall be primary, and any insurance carried by Owner shall be excess and non-contributory On or before the Commencement Date and prior to the effective date of any replacement or renewal policies furnished and maintained hereunder, Manager shall provide Owner with certificates of insurance evidencing that the insurance requirements of this Agreement have been satisfied Owner and Manager acknowledge and agree that the policies and limits described herein shall be subject to adjustment by mutual agreement of the parties from time to time during the Term to reflect changes in the insuring practices for facilities similar to the Club Facilities and changes in insurance products 13 Gold Mountain Golf Club Management Agreement (b) Owner shall maintain appropriate property coverage for the Club Facilities Such policy(ies) shall include a replacement cost endorsement Upon request, Owner shall provide Manager certificates of insurance evidencing the insurance required to be maintained by Owner under this Section 7.02 Waiver of Subrogation Owner and Manager each waive any and all rights of recovery against the other (and against the affiliates, members, shareholders, managers, directors, officers, employees and representatives of the other party) for any loss, damage or injury to such waiving party or its property or others under its control, to the extent such loss, damage or injury is covered by the insurance maintained by the parties or required to be obtained by the parties under this Agreement (including any related deductible or retention), provided that this waiver does not apply to any rights that any party may have to insurance proceeds from their respective insurance policies at the time of such loss or damage Each party obtaining any of the insurance described in Section 7 01 shall, to the extent commercially possible, obtain from its insurance carriers a consent to such waiver 7.03 Indemnification (a) Each party shall defend, indemnify and hold the other party, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all reasonable legal costs and attorney fees, arising or alleged to apse out of or in connection with its performance of this Agreement, except as provided in subsection (c) of this section (b) In the event of any claim related to the parties' performance of this Agreement, each party shall first seek application of the primary insurance described in Section 7 01 (c) All reserves, losses, costs, damages or expenses that fall within applicable self- insured or deductible limits as described in Exhibit C, together with any costs of administration of the Club Facilities' insurance program, shall be paid by Owner and shall be treated as a deduction in determining Net Operating Income (d) Notwithstanding subsection (c) of this Section, each party shall pay all claims, damages, losses, expenses, costs and attorney fees that a final court of competent jurisdiction has found results or arises out of its negligent or willful misconduct (e) Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4 24 115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Manager and the Owner, Manager's liability hereunder (to the extent not otherwise covered by the insurance required to be maintained by Manager in accordance with Section 7 01) shall be only to the extent of Manager's negligence as determined by a final court of competent jurisdiction (or otherwise agreed by Manager in a settlement reasonably approved by Manager) (f) In the event of any claim, damage, loss, expense or other cost arising under this Section, the parties agree to reasonably cooperate with, and provide reasonable assistance to, the other to first pursue and maximize possible insurance coverage and then, to the extent such claim, damage, loss, expense or other cost is not insured or falls within any applicable self-insured or deductible limits, defend and settle the claim, damage, loss, expense or cost The parties agree, at Owner's request, to negotiate in good faith revisions to this Section 7 03 in the event claims, damages, losses, expenses or costs during any complete Operating Year greatly exceed the Club Facilities' historical loss history 14 Gold Mountain Golf Club Management Agreement 7.04 Waiver of Industrial Immunity SOLELY TO EFFECTUATE THE INDEMNITIES CONTAINED IN SECTION 7 03, EACH PARTY HERETO SPECIFICALLY AND EXPRESSLY WAIVES ANY IMMUNITIES OR LIMITATIONS ON LIABILITIES THAT IT MAY HAVE AS AN EMPLOYER UNDER ANY APPLICABLE WORKER COMPENSATION LAW, INDUSTRIAL INSURANCE ACT, OR ANY SIMILAR STATUTE MANAGER OWNER. 6a�� ARTICLE VIII 8.01 Casualty If the Club Facilities are damaged or destroyed by casualty and Owner reasonably determines it is not feasible to rebuild, Owner or Manager may terminate this Agreement If Owner elects to rebuild, then this Agreement shall continue in full force and effect If the Club Facilities are closed for longer than three (3) months as the result of such casualty and Owner elects to rebuild the Club Facilities, this Agreement and its obligations will be suspended until the Club Facilities are re -opened or such other time as the parties agree The parties may negotiate an interim management agreement to cover the period of such suspension 8.02 Condemnation (a) Permanent Taking Upon a taking of either a fee interest in, or a perpetual easement on, all or any portion of the Club Facilities such that the part not taken may not reasonably be repaired, restored, replaced or rebuilt so as to constitute a golf facility as contemplated by the parties under this Agreement, either Owner or Manager shall, in its sole discretion, be entitled to terminate this Agreement on thirty (30) days' written notice to the other Upon a taking of less than all of the subject Club Facilities, and if this Agreement has not terminated as permitted in this Section, this Agreement shall remain in full force and effect with respect to the remainder of the Club Facilities, and the awards or other proceeds on account of the taking on account of the taking shall not be included in the calculation of Gross Revenue for the Operating Year(s) in which received Owner shall promptly repair, restore, replace or rebuild the remainder of the Club Facilities as nearly as possible to its value, condition, and character immediately prior to the taking and the costs of any such work shall not be deducted as an Operating Expense Upon any taking, Manager shall, in its sole discretion, be entitled to terminate this Agreement on thirty (30) days' written notice to Owner (b) Temporary Taking If a temporary taking occurs so that the Club Facilities may not be operated in the manner consistent with the Operating Standard and continues in effect for a period of longer than twelve (12) months, either Owner or Manager shall, in its sole discretion, be entitled to terminate this Agreement on thirty (30) days' written notice to the other Otherwise, upon a temporary taking of all or any portion of the Club Facilities, this Agreement shall remain in full force and effect, and the awards or other proceeds on account of the taking on account of the taking shall not be included in the calculation of Gross Revenue for the Operating Year(s) in which received When and if, during the Term, the period of temporary taking ceases, Owner shall make all such restoration, repairs and alterations as are necessary to restore the Club Facilities to its condition prior to the taking Owner shall promptly repair, restore, replace or rebuild the remainder of the Club Facilities as nearly as possible to its value, condition, and character immediately prior to the taking and the costs of any such work shall not be deducted as an Operating Expense 15 Gold Mountain Golf Club Management Agreement ARTICLE IX BUSINESS INTERRUPTION In the event the Club Facilities suffer damage or loss as described in Section 8 01 that results in the interruption of operation of the Club Facilities for a period of three months or less, Owner shall be obligated during the period of interruption or any extended indemnity period (or until this Agreement is otherwise terminated or suspended by the parties in accordance with Section 8 01) to pay Manager for services provided an interim monthly management fee equal to five percent (5%) of the Club Facilities' Gross Revenue for the same period of the prior year (the "Interim Management Fee") By way of example and for clarification purposes only, in the event a portion of the Club Facilities are damaged by fire and Owner elects to repair and re -open the Club Facilities during the three-month period of October through December 2013, Owner shall pay Manager a monthly Interim Management Fee equal to 5% of the Gross Revenue generated by the Club Facilities during the months of October, November and December in 2012 Owner's payment obligations under this Article IX shall be offset and reduced by any proceeds received by Manager under any business interruption policy maintained by Manager in accordance with Section 7 01 ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS 10.01 By Owner Owner represents, warrants and covenants as follows (a) Manager may peaceably and quietly possess, manage and operate the Club Facilities' during the Term, subject to the conditions hereof, free from interference, interruption or disturbance by Owner or its affiliates or anyone claiming through Owner or its Affiliates (b) Owner has full power, authority and legal right to execute, perform and observe all of the provisions under this Agreement This Agreement constitutes a valid and binding obligation of Owner and does not constitute a breach or default under Owner's governing documents or the terms, conditions or provisions of any agreement or instrument to which Owner or any of its Affiliates is a party or any Applicable Law (c) There is no litigation or proceeding pending or, to Owner's knowledge, threatened against Owner, Owner's Affiliates or the Club Facilities that could adversely affect the validity of this Agreement or the ability of Owner to comply with its obligations under this Agreement (d) The Club Facilities are, and Owner will ensure that prior to the Commencement Date all activities and conditions associated with the Club Facilities will continue to be, in compliance with all Applicable Laws (e) To the best of Owner's knowledge (i) no Hazardous Materials are present in or on, or have been released from, the Club Facilities, (u) there exists no other surface or subsurface soil, water, mineral, chemical or environmental condition in, on or under the Club Facilities that presents or poses any threat to the health and safety of any person or any property or with the passage of time will require notice or reporting to any governmental authority or employees or patrons of the Club Facilities, or otherwise require, based on any legal requirement or standard of prudent ownership, monitoring or remedial action, (iii) there exists no identifiable threat of the contamination of the Club 16 Gold Mountain Golf Club Management Agreement Facilities by release of Hazardous Materials from existing sources adjacent to the Club Facilities, and (iv) the Club Facilities contain no underground storage tanks (f) As of the Commencement Date, (i) all leases, licenses, franchises, concessions, service agreements, mortgages or other agreements or security instruments with respect to the Club Facilities are in full force and effect and (n) there exists no breach, default or event or condition which, with the giving of notice or the passage of time or both, would constitute a breach or default under the Club Facilities agreements or instruments either by Owner or the other contracting party (g) During the term of this Agreement, Owner shall use its best efforts to pay, keep, observe and perform all payments, terms, covenants, conditions and obligations to be made, kept, observed or performed by Owner under any lease, license, franchise, concession, mortgage or other agreement or security instrument with respect to the Club Facilities, and shall keep such agreements and instruments in full force and effect (h) Owner has, and throughout the term of this Agreement shall maintain, good and marketable title to the Club Facilities and the FUE and all operating equipment and supplies, free and clear of all liens and encumbrances 10.02 By Manager Manager represents, warrants and covenants as follows (a) Manager has full power, authority and legal right to execute, perform and observe all of the provisions under this Agreement This Agreement constitutes a valid and binding obligation of Manager and does not constitute a breach or default under Manager's governing documents or the terms, conditions or provisions of any agreement or instrument to which Manager or any of its Affiliates is a party or any Applicable Law (b) There is no litigation or proceeding pending or, to Manager's actual knowledge, threatened against Manager or Manager's Affiliates that could adversely affect the validity of this Agreement or the ability of Manager to comply with its obligations under this Agreement ARTICLE XI ENVIRONMENTAL 11.01 Environmental Laws Manager shall not use, generate, manufacture, store on, dispose of, produce, bring onto, or otherwise introduce to the Club Facilities any Hazardous Material, except those typically used in prudent and safe Club Facilities' operation Owner shall indemnify, defend and hold the Manager harmless from and against all loss, costs, liability and damage (including, without limitation, engineers' and attorneys' fees and expenses, and the cost of litigation) arising from the presence of Hazardous Materials in, on or under the Club Facilities, except to the extent such loss, costs, liability or damage results from Manager's gross negligence or willful misconduct For purposes of this Agreement, "Hazardous Materials" means and includes asbestos or any substance containing asbestos, polychlorinated biphenyls, any explosives, radioactive materials, chemicals known or suspected to cause cancer or reproductive toxicity, pollutants, effluents, contaminants, emissions, infectious wastes, petroleum or petroleum-denved waste or product or related materials and any items defined as hazardous, special or toxic materials, substances or waste under any Environmental Law, or any material which shall 17 Gold Mountain Golf Club Management Agreement be removed from the Club Facilities pursuant to any administrative order or enforcement proceeding or in order to place the Club Facilities in a condition that is suitable for ordinary use "Environmental Laws" means all federal, provincial and local laws (whether under common law, statute or otherwise), ordinances, rules, regulations and guidance documents now in force, as amended from time to time, in any way relating to or regulating human health or safety, industrial hygiene or environmental conditions, protection of the environment, pollution or contamination of the air, soil, surface water or groundwater, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U S C §9601, et seq, the Resource Conservation and Recovery Act, 42 U S C §6901, et seq, the Clean Water Act, 33 U S C §1251 et seq, the Clean Air Act, as amended, 42 U S C §7401 et seq, the Occupational Safety and Health Act, 29 U S C §651 et seq , the Hazardous Materials Transportation Act, 49 U S C § 1801 et seq , the Federal Water Pollution Control Act, 33 U S C § 1321 et seq , and the Toxic Substances Control Act, 15 U S C §2601 et seq , and the amendments, regulations, orders, decrees, permits, licenses or deed restrictions now or hereafter promulgated thereunder 11.02 Payment of Costs All costs and expenses paid by Owner in connection with the compliance with all Environmental Laws, and any amounts paid to the Manager pursuant to the environmental indemnities hereunder shall be paid by Owner from its own funds and shall not be an Operating Expense, but may be a deduction from the Capital Improvement Reserve upon mutual consent of the parties ARTICLE XII TRADEMARKS AND OTHER PROPRIETARY MATERIALS 12.01 Ownership of Manager Trademarks Owner acknowledges and agrees that Manager is and shall remain owner of the trademarks, trade name, service marks and copyrights associated with the name COLUMBIA HOSPITALITY and the related marks that include the words COLUMBIA HOSPITALITY, including COLUMBIA HOSPITALITY ACADEMY, and Manager's corporate logo or symbol, together with the right to use any and all URLs, slogans, derivations, trade secrets, know-how, and trade dress, and all other proprietary rights associated with such names, marks and slogans (the "Manager Trademarks") Owner agrees not to contest Manager's rights in respect of the Manager Trademarks, including any additions or improvements to the Manager Trademarks by whomever developed 12.02 Use of Manager Trademarks As part of its management services provided under the terms of this Agreement, Manager will use the Manager Trademarks as it deems appropriate and advisable to identify, designate, market, advertise and promote the Club Facilities as being affiliated with the group of inns, hotels, resorts and other facilities managed by Manager, subject to the following terms (a) In connection with Manager's use of the Manager Trademarks, the Club Facilities will be identified as being affiliated with the Manager's group of inns, hotels, resorts and facilities even though the Club Facilities will continue to be primarily designated as the "Gold Mountain Golf Club " (b) Owner may not itself use the Manager Trademarks or apply for international, United States federal, or state or territorial registration of any rights in the Manager Trademarks Without 18 Gold Mountain Golf Club Management Agreement Manager's prior consent, Owner may not use of the Manager Trademarks as all or part of its legal name or any other trade or assumed name under which Owner does business (c) Manager retains the sole right and discretion to (i) determine how and on what materials the Manager Trademarks may be used and (ii) handle disputes and control actual or threatened litigation with third parties relating to any part of the Manager Trademarks (d) Upon termination of this Agreement, any use of or right to use the Manager Trademarks shall immediately cease the Club Facilities will no longer be identified as being affiliated with the Manager's group of inns, hotels, resorts and facilities As of the date of termination, Manager shall remove any proprietary signage, collateral or other materials from the Club Facilities 12.03 Use of Owner's Trademarks Owner hereby grants to Manager a temporary, royalty -free, revocable, non -transferable license to use the trademarks "Gold Mountain," "Gold Mountain Golf Club," "Tucker's at Gold Mountain," and derivations thereof, together with all other trademarks, trade names and logos associated with the Club Facilities in connection with the performance of Manager's obligations hereunder 12.04 Manager's Intellectual Property Owner acknowledges and agrees that Manager or its Affiliates may create, invent, author, produce, conceive or cause to be created, invented, authored, produced or conceived certain proprietary information, processes and systems and utilize or cause to be utilized such proprietary information, processes and systems in its management of the Club Facilities (collectively, "Manager's Intellectual Property") Manager's Intellectual Property may include certain operations manuals, daily, monthly, quarterly and annual operational reports, budget programs and worksheets, sales and marketing plans and materials, recipes, employee training and development materials and guest profiles and information Owner may not access, use, copy, distribute, reproduce, or allow access to or use of, Manager's Intellectual Property except to the extent authorized by Manager and then only in conjunction with Manager's services provided under this Agreement Owner acknowledges and agrees that all right, title and interest in and to Manager's Intellectual Property, and all copyrights, trademarks, or other intellectual property or proprietary rights relating thereto, are and shall remain the sole and exclusive property of Manager Owner further acknowledges that no such right, title or interest in these items is granted under this Agreement to Owner ARTICLE XIII LIMITATIONS ON SERVICES AND RELEASE 13.01 No Manager Representation re Insurance In connection with any insurance coverages required or obtained under this Agreement, Manager makes no warranty or representation as to the advisability, nature or extent of the insurance coverages furnished and maintained by Manager for the benefit of Owner or other coverages Owner should consider for the protection of the Club Facilities or their operations Owner agrees to rely exclusively on its own insurance advisors with respect to all insurance matters 19 Gold Mountain Golf Club Management Agreement 13.02 Financial Projections Any and all financial projections and budgets prepared by Manager under this Agreement, including the Annual Plans and Budget, are intended solely to assist Owner in operating the Club Facilities, but are not to be relied up on by Owner or any other third party as to the accuracy of information contained therein or the results predicted Owner acknowledges and agrees that Manager shall not be held responsible by Owner or any third party for any divergence between such projections and budgets and actual operating results 13.03 Warranty and Disclaimer MANAGER WARRANTS THAT IT WILL PERFORM ITS SERVICES HEREUNDER IN ACCORDANCE WITH THE DESCRIPTIONS SET FORTH IN THIS AGREEMENT USING GENERALLY ACCEPTED INDUSTRY STANDARDS AND PRACTICES MANAGER DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -INFRINGEMENT 13.04 Release Owner hereby unconditionally releases Manager and its Affiliates and their respective owners, officers, directors, employees, agents and assigns from, and waives any right or claim relating to, any and all claims, liabilities and obligations, whether now existing or hereafter ansmg, and whether known, unknown, fixed, contingent or otherwise, ansmg from or related to the matters described in this Article XIII ARTICLE XIV GENERAL TERMS AND CONDITIONS 14.01 Use of Affiliates Manager shall be entitled to contract with one or more of its Affiliates to provide goods and/or services to the Club Facilities, provided that the prices and/or fees paid to any such Affiliate are competitive with the prices and/or fees that would be charged by reputable and qualified parties that are not Affiliates of Manager for similar goods and/or services The prices and/or fees paid to its Affiliates may include overhead and the allowance of a reasonable return customary for the goods and/or services to be provided 14.02 Independent Contractor Manager and its employees are not employees of the Owner Manager will perform the services hereunder solely as an independent contractor and as agent of Owner Neither this Agreement nor any agreements, instruments, documents or transactions contemplated herem shall in any respect be interpreted, deemed or construed as making Manager or its employees, agents, representatives and contractors an employee, partner or joint venturer with, or of, Owner or any of its Affiliates 14.03 Confidentiality Each party will use commercially reasonable efforts to keep in confidence and prevent the disclosure to any third party of any Confidential Information it receives from the other party Notwithstanding the foregoing, the receiving party may disclose Confidential Information 20 Gold Mountain Golf Club Management Agreement (a) to its members, managers, employees, agents, lenders, advisors and attorneys on a "need to know" basis, provided that each such person has agreed to keep in confidence and prevent the disclosure to any third party of the Confidential Information, or (b) required to be disclosed pursuant to provisions of law (Public Records Act Chapter 42 56 RCW or other similar law) or a subpoena, provided that, if allowed by law, the receiving party provides the disclosing party with timely written notice of the subpoena or order, and cooperates with the disclosing party in obtaining confidentiality orders Each party will be entitled to equitable relief by way of inunction, temporary restraining order or otherwise, without the need to post a bond, if the other party breaches or threatens to breach any provision of this Section 14 03 14.04 Notices All notices will be in writing and will be deemed duly given if (a) personally delivered, (b) sent by facsimile (with electronic confirmation of delivery), (c) sent by overnight delivery through a nationally -recognized overnight delivery service or (d) mailed registered or certified mail, return receipt requested, postage prepaid Each notice will be delivered to the intended recipient at the applicable address or facsimile number set forth below or at any other address or facsimile number as any party notifies the other party in writing Notices or other communications that are sent by (x) personal delivery or facsimile, will be deemed received on the day sent or on the first business day thereafter if not sent on a business day, (y) overnight delivery, will be deemed received on the first business day immediately following the date sent, and (z) U S mail, will be deemed received three business days immediately following the date sent Notices shall be sent to the following addresses If to Owner City of Bremerton City Hall, 345 6th Street, Suite 600 Bremerton, WA 98337 Attention Director of Financial Services Telephone (360) 473-5722 Facsimile 360) 473-5200 If to Manager Columbia Hospitality, Inc 2223 Alaskan Way, Suite 200 Seattle, WA 98121 Attention John Oppenheimer Telephone (206) 239-1800 Facsimile (206) 239-1801 with a copy to Garvey Schubert Barer 1191 Second Avenue, 18th Floor Seattle, WA 98101-2939 Attention Gregory J Duff, Esq Telephone (206) 464-3939 Facsimile (206) 464-0125 14.05 Entire Agreement and Modification This Agreement constitutes all of the understandings and agreements of any nature existing between the parties with respect to the management services Manager will perform for Owner under the terms of this Agreement Unless otherwise provided for herein, no amendments, changes, 21 Gold Mountain Golf Club Management Agreement alterations or modifications of this Agreement shall be effective unless they are in writing executed by Manager and Owner 14.06 Governing Law and Venue This Agreement will be construed and interpreted in accordance with the laws of the State of Washington, without regard to applicable choice of law principles Any mediation, arbitration or legal proceeding that arises out of or in connection with this Agreement will be initiated and maintained in Kitsap County, Washington Each party consents to jurisdiction and venue in such courts and waives the right to claim that any such court is an inconvenient forum 14.07 Attorneys' Fees In the event an action is commenced by either party to enforce any right or obligation hereunder or interpret this Agreement, each party shall pay all its own costs and attorney's fees 14.08 Assignment and Binding Effect Neither party may assign, pledge, encumber or otherwise transfer (whether by operation of law or as a result of merger, consolidation, reorganization or sale of assets or equity) its interest in this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided that so long as Manager is not then in material breach of default of this Agreement, Manager shall have the right, without Owner's consent, to assign all or a portion of its rights and obligations under this Agreement to (a) any Affiliate of Manager, (b) any successor to Manager that may result from any merger, consolidation or reorganization, or (c) any individual or entity that acquires all or substantially all of the business assets of Manager Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties' successors and permitted assigns 14.09 Waiver No delay or omission in exercising any right or remedy will be deemed a waiver of any right or remedy No waiver of any provision of this Agreement will constitute a waiver of any other provision of this Agreement, nor will any waiver constitute a continuing waiver unless so specified in writing executed by the party to be bound 14.10 Counterparts; Facsimile This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument, with the same effect as if the signatures thereto were in the same instrument This Agreement will be effective and binding on the parties when both parties have executed and delivered a counterpart of this Agreement, it being agreed that facsimile signatures shall be binding on the parties 14.11 Limited Restrictions on Manager Neither Manager nor any of its Affiliates is restricted from owning, operating, licensing, franchising, managing, advising, or otherwise associating in any way with any other hotel, time-share facility, interval ownership facility, vacation club, residential facility, food and beverage operation, or other business of any kind, whether or not such business may be considered competitive, directly or indirectly, with the Club Facilities, and Manager and its Affiliates are expressly permitted to engage in any or all of such activities, except that, Manager shall not manage or operate any golf course or golf club 22 Gold Mountain Golf Club Management Agreement facilities in Kitsap County without Owner's consent, such consent not to be unreasonably withheld, conditioned or delayed 14.12 Non -Solicitation During the Term and for two (2) years following expiration or earlier termination of this Agreement, Owner shall not directly or indirectly, for itself or any Affiliate, solicit, recruit, hire, employ or retain the services of, any personnel of Manager or any Affiliate of Manager that performed services at, or for, the Club Facilities during the 12 -month period immediately preceding the expiration or earlier termination of this Agreement 14.13 Patriot Act Each party represents, warrants and covenants that neither it nor any of its Affiliates (or any of their respective principals, partners or funding sources) is nor will become (a) a person designated by the U S Department of Treasury's Office of Foreign Asset Control as a "specially designated national or blocked person" or similar status, (b) a person described in Section 1 of U S Executive Order 13224 issued on September 23, 2001, (c) a person otherwise identified by a government or legal authority as a person with whom an owner or manager of a hotel is prohibited from transacting business, (d) directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government, or (e) a person acting on behalf of a government of any country that is subject to an embargo by the United States government Each party shall notify the other in writing immediately upon the occurrence of any event which would render incorrect any of such party's representations and warranties under this Section 14.14 Duplicate Originals This Agreement may be executed in duplicate ongmals [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 091 Gold Mountain Golf Club Management Agreement IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date OWNER City of Bremerton By Patty LeI �zo/x Its Mayor Date 4W MANAGER Columbia Hos itality, Inc. By John Oppenheimer Its CEO Date G%t,+- (z, ZO1 ?.,— R \Legal\Legal\Files\Current Active Files\Gold Mountain\Columbia Hospitality Agreement - 2012\Gold Mountain Golf Course Management Agreement (10-2-12) Final doc 24 Gold Mountain Golf Club Management Agreement Exhibit B Maintenance Standards The following are the parameters of the maintenance practices and programs for the Cascade and Olympic courses A. Maximum Mowing Heights Cutting Height Settings Summer Winter Tees 1/2" 1/2" Fairways 1/2" 1/2" Roughs 1-1/4" 1-1/4" Collars 1/2" 1/2" Greens 125" 150" B. Mowing Standards Frequency Per Week Summer Winter Tees 2 As Needed To Fairways 3 Maintain Maximum Roughs 2 Mowing Heights Collars 3 Greens 7 C. Bunkers Raked Frequency Per Week Summer Winter 3 As Needed D. Aerification Greens And Aprons All greens aerification will be coordinated with the pro staff to mitigate impact to tournaments and special events, and timed to maximize revenues Spring Aerification will be performed with a minimum 5/8" hollow tines Fall Ainfication will be performed with a minimum 5/8" hollow tines Tees, Fairways And Greens Surrounds These areas will be aenfied a minimum of once per year with 3/4" hollow tines Exhibit B E. Reserved F. Regular Maintenance Practices Light sand top -dressing of the greens will be done monthly during the growing season Cup location and tee markers will be changed daily during the growing season Fairway divots will be filled with sand and seed monthly Divots on tees will be filled with sand and seed daily Divots on driving range tee will be filled with sand and seed a minimum of 4 days per week Both courses will be kept free of storm blow -down and branches Encroaching brush and Scotch Broom with be cut back yearly Cart paths and bunkers will be edged a minimum of once per year All restrooms will be cleaned and sanitized daily Clubhouse lawns and landscaping will be maintained regularly Parking lot and entry road will be kept clean and debris free G. Equipment Maintenance Regularly scheduled maintenance will be performed on all equipment to minimize costly repairs and equipment down time All repairs and parts will be documented to help identify problem equipment and determine cost effectiveness of repair vs replacement All cutting unit blades will be sharpened regularly to ensure a precise clean cut in order to keep the turf healthy and the playing surface smooth H. Irrigation Manager will maintain the irrigation system in accordance with Section 6 01 Owner will contract with and manage (in a manner consistent with Manager's operation of the Club Facilities in accordance with the Agreement) an outside agent for preventive maintenance of the irrigation pump stations on both the Olympic course and the Cascade Course Manager will work with Owner's Water Resource Manager to coordinate water usage and water pressure concerns I. Chemical Use Manager will work closely with the Water Resource Division of Owner in the use of chemicals and their application A list of all pesticides and other chemicals must be maintained by the Manager including the MSDS information sheets, dates and time applied, the person who Exhibit B applied the chemical and other information that may be required by OSHA, WISHA, Department of Labor and Industry, EPA and any other city, county, state, or federal agency that would have enforcement authority J. Fertilization Manager will set up a fertilization program for the Club Facilities and work closely with the Director of Parks and Recreation to determine a yearly budget for fertilizer K. Tree Removal Hazardous trees will be removed by Manager's maintenance crew as required for safety Manager will work with Owner's Forestry Manager for removal of any trees that are not related to safety Exhibit B Exhibit C Manager's Insurance Requirements To the extent commercially permissible or otherwise noted herein, the Manager and Owner shall be named insureds under the policies listed below Deductibles, if any, for the following policies shall be subject to Manager's prior review and approval (a) Commercial General Liability insurance on an occurrence basis against claims for personal injury (including bodily injury or death) and tangible property damage occurring on, in or about the Club Facilities or otherwise ansing under this Agreement in an amount not less than that generally provided in policies of insurance procured by operators of other Club Facilities in the same general region in which the Club Facilities are located, but in no event less than $1 million per occurrence and $2 million aggregate limit This insurance must include bodily injury and property damage liability, independent contractors' liability, contractual liability, products and completed operations liability, liquor liability for host and liquor legal liability, innkeepers legal liability and personal and advertising injury liability and shall be primary and non-contnbutory to any insurance maintained by either party The policy will also include Premises Medical coverage with an applicable limit of $5,000 There shall be no deductible for this coverage (b) Commercial automobile liability insurance on an accident basis against claims for injury or death to persons or damage with minimum limits of liability of $1 million combined single limit for each accident Such insurance must include coverage for bodily injury liability, property damage liability, and the operation of owned, hired and non -owned vehicles There shall be no deductible for this coverage (c) Workers' compensation insurance as shall be required by and be in conformance with the applicable laws of the jurisdiction in which the Club Facilities are located, including employers liability insurance with limits of not less than $1 million for each accident and disease for all of the employees involved in the Club Facilities' operations The Manager shall be the only named insured (d) Excess or "umbrella" liability insurance no less broad than the underlying General Liability, Automobile Liability, and Employers Liability coverages set forth above on an occurrence basis providing excess coverage in a total amount no less than $15 million in the annual aggregate The deductible or self insured retention for this coverage shall not exceed $10,000 (e) Employment practices liability insurance (with an extended reporting period not less than one (1) year in the event that the coverage is given in a "claims made" form) in an amount not less than $2 million per occurrence/annual aggregate The deductible or self insured retention for this coverage shall not exceed $10,000 (f) To the extent determined by Manager to be economically feasible, insurance against business interruption and extra expense resulting from loss or damage from hazards to all property (real and personal) The Manager shall be the only named insured under this policy (g) Comprehensive crime insurance, including employee dishonesty, to the extent Manager and Owner mutually agree it is necessary for the Club Facilities (h) Contractor's pollution coverage for Manager's operation of the Club Facilities with minimum limits of liability of $2 million The Manager shall be the only named insured under this policy Exhibit C (i) Such other insurance in amounts as Manager and Owner in their reasonable judgment, deem advisable for protection against claims, liabilities and losses ansmg out of or connected with the Club Facilities Exhibit C ® A� CERTIFICATE OF LIABILITY INSURANCE DATE IM M/DD/YYYY) 08/16/2016 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: a/c°NN Ext :425 709 3600 n!c No :425-709-7460 Parker, Smith & Feek, Inc. 2233 112th Avenue NE Bellevue, WA 98004 RECEIVED E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # ZZ2A39143602 INSURER A : Hanover American Insurance Company r INSURED Columbia Hospitality, Inc. Attn: Finance Department 2200 Alaskan Way, Suite 200 City of Bremerton INSURER B: Allmerica Financial Benefit Insurance INSURER c : Great Amercian Alliance Ins. Co. INSURER D: Federal Insurance Company Seattle, WA 98121 Risk Management 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 LTR TYPE OF INSURANCE ADDLISUBR INSR. VVD POLICY NUMBER POLICY EFF IMMIDDIYYYYI POLICY EXP MM/DDIYYYY LIMITS A GENERAL LIABILITY ZZ2A39143602 8/15/2016 8/15/2017 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 000 PREMISES Ea occurrence $ 1000 X COMMERCIAL GENERAL LIABILITY X CLAIMS -MADE X 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 $ POLICY PRO- X LOC JECT B AUTOMOBILE LIABILITY AW2A90458701 8/15/2016 8/15/2017 Ee INED acct dentSINGLE LIMIT 1 000 000 BODILY INJURY (Per person) $ ANY AUTO X ALL OWNED x SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident NON -OWNED HIRED AUTOS AUTOS C RELLA LIAB X OCCUR UM983326 8/15/2016 8/15/2017 EACH OCCURRENCE $ 15,000,000 AGGREGATE g 15,000,000 X ESS LIAR LIECD CLAIMS M E X X RETENTION$ NIL $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ZZ2A39143602 WA Stop Gap 8/15/2016 8/15/2017 WC STATU-X OTH- T IIT R E.L. EACH ACCIDENT $ 1+000+000 OFFICER/MEMBER EXCLUDED? [7N!A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ 1,000,000 000 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 / D Employee Theft 82075839 8/15/2016 8/15/2017 $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR: Berkley Insurance Company I INS yI PE: Management Liability POLICY NUMBER: 1487946; Employment Practices Liability 8/15/2016 - 8/15/20171 LIMITS: $2,000,000 ?Aggregate Limit Gold Mountain Golf Course... (See Attached Description) CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD { ,A COLLIHOSP (KKF01) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management AUTHORIZED REPRESENTATIVE 345 6th Street, Suite 600 Bremerton, WA 98337 ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD { ,A COLLIHOSP (KKF01) DESCRIPTIONS (Continued from Page 1) 1 The City of Bremerton is an additional insured and coverage is primary and non-contributory on the General Liability and Excess Liability policies per the attached endorsements/forms and the Automobile policy per the policy provisions. The General Liability policy includes Liquor Liability of $1,0000 Occurrence $2'0 0,000 Aggregate. 3 of 9 COLUHOSP (KKF01 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 Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 COLLIHOSP (KKF01) c (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury', "property damage" or "personal and advertising injury' is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury', "property damage", or "personal injury and advertising injury'. (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury', "property damage", "personal and advertising injury' arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury', "property damage" or "personal and advertising injury' arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury' or "property damage" or the offense which caused the "personal and advertising injury' involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 c{ c, COLJHOSP (KKF101) b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform 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 COLUHOSP (KKF01) 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) 7 of 9 COLUHOSP (KKFJ1? (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) 8 of 9 COLUHCSP (KKF01 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) COLUHOSP {KKFO1? 616H ACORN®CERTIFICATE OF LIABILITY INSURANCE DAT08/188/18//20152015 Y) 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: PHONE 425 709 3600 FAX 425-709-7460 AIC Ext): A/C No Parker, Smith & Feek, Inc. 2233 112th Avenue NE Bellevue, WA 98004 RECEIVE® IL E-MAIL ADDRESS: INSURER(Sl AFFORDING COVERAGE NAIC # INSURER A : Hanover American Insurance Company 2 ov 2015 INSURED AUG Columbia Hospitality, Inc. Attn: Finance Department 2223 Alaskan Way, Suite 200 City of Bremerton Seattle, WA 98121 Risk Management ' INSURER B: AIG Specialty Insurance Company INSURER C : Federal Insurance Company INSURER D INSURERE: 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 LTR TYPE OF INSURANCE ADDL I SR SUBR D POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY ZZ2A39143601 8/15/2015 8/15/2016 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED . 500,000 PREMISES Ea occurrence $ X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X 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 - POLICY PROJECX LOC $ A AUTOMOBILE LIABILITY ZZ2A39143601 8/15/2015 8/15/2016 E� aBINED slNGLE LIMIT cdent$ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO X ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (Per accident) X NON -OWNED HIRED AUTOS AUTOS IXx B 'UMBRELLA LIAB X OCCUR FPPGO17355333 8/15/2015 8/15/2016 EACH OCCURRENCE $ 15,000,000 AGGREGATE $ 15,000,000 EXCESS LIAR CLAIMS -MADE X DED I X I RETENTION$ $10,000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ZZ2A39143601 %* WA Stop Gap 8/15/2015 8/15/2016 ORYTIMITS X OETH I R E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? F—] (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYEE S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Employee Theft 82075839 8/15/2015 8/15/2016 $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR: Berkley Insurance Company I INS TYPE: Management Liability POLICY NUMBER: 1394670; Employment Practices Liability 18/15/2015 - 8/15/2016 LIMITS: $2,000,000 Aggregate Limit RE: Gold Mountain Golf Course. The City of Bremerton is included as Additional Insured per the attached General Liability endorsement 421-2915 12 14 which includes Liquor Liability of $1,000,000 Occurrence $2,000,000 Aggregate, the Commercial Automobile Liability per form 421-2915 12 14 and the Excess Liability policy per form 81070 11-09. The General Liability coverage is Primary and Non-... (See Attached Description) CERTIFICATE HOLDER CANCELLATION ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 2 of 8 COLUHOSP (ASA00) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management AUTHORIZED REPRESENTATIVE 345 6th Street, Suite 600 Bremerton, WA 98337 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 2 of 8 COLUHOSP (ASA00) 3 of 8 COL.UHOSP (ASAOO) 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 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 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 Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or. "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 4 of 8 COLUHOSP (ASA00) (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury', "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury', "property damage", or "personal injury and advertising injury'. (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury', "property damage", "personal and advertising injury' arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury', "property damage", "personal injury' or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury', "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury' or "property damage" or the offense which caused the "personal and advertising injury' involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or .organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other -valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421-2915 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 2 of 4 5 of f; I COLUHOSP (ASAOO) b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work' (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) -That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows.- Paragraph ollows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform 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 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 6 of 8 COLUHOSP (ASA00) a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent. 6. Knowledge of Occurrence The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the .policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments a. SECTION I —COVERAGES, COVERAGE C — MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C — MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II — WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 10. Non -Owned Watercraft 421-2915 12 14 SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I — SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose -Hazards The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit'', solely due to your reasonable' and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4of4 7 of 3 COWHOSP (ASA00) a. ypu are an insurer!. Your 'trustees, are also insureds, but crily, _+rvith: ires06&fJ6 t6ie,duti es .es. your :,eMpIpy,ee.s. oi—k, p.r . thanyour` executive offiders (if you, are an, org,a,niiz,pt�iicq1. other than a. partnership', .j.o.i"nI'tl ; Venture:'otlim ited liability 'company) or your rhnagers (if yo6are a` limited` I" bR1tV.cbM0aq0 but for. acts' Vvi thi n the scope f th-, 'r, 'I'' b 'ydo, or Mile, performing dutes: related I to the -brid' ct of ybUr business - 99 ei. empp�ment y u Your Vo,I1,jn.T06r M.f.kers p, ly 1 M., conduct i.-oi,yp4r'.busihogs.: any person (wher than: your employee I , oyee., or volunteer worker,or orqanizatio6 ytbile.. acting as %your -,real estate manager,;, 61 1. a 1 g I al, representative I , "if you dne, but only With; respectio.-duties assuch. That. representative !will haI ve all ,youir!" rights, and duties under this policy;, 7. any p ahV6t16n'1'qth6.r fth�:the Warnbd 16 erson-qr org s0a.jhcluded as an. iadditir7nal insured under. Underlying ''ce; but ',not Jor biddder 664&r Oe than oppid.: be 'a'fforded- b',"h S "M d,diddAinderiviba _,: h ,insurance . of theabove a.. no person, or organizationis an Insured :Ath respect: to the conduct 6f,any current; past -or. rieWy formed Parihershilp, ioinfv'enwre. or, Limited "liability company that is not designated as,a,(damekd insured in lteml:cif the bpriarations; and b.; rj'o person I o I r. or ganiz6bonis . an Jnsured. under this policy vjho, is not an Insured. ,u' _b e ndef,�applicq le .Sch duleid; Underlying - insurance. This proy . isio'n,s1ha,II;not;apply,to any organization set ',46rth, in, I the:_ddfihition`6f`:Nti6*4d. Insured inFaragraph R. 2 and a N. Insured Contract meanst6f 0�pertof any contract or agreement- pertaining; toyourWs,iness und�ier Wit.ch any Insured assumes , the:t6rt libbilifv of another party to pay for Bodily Inju . ry . -o - r ,Property D' ageto 4 third person a : or 6eb6niziati6rij. Tort fiabilitV.means A liahility that would be imposed by', law to tfe Jab v �bdnfradi. or sePce o an, Ifisured Ponfracticoes�_ I not include fhafpartbf any'contradt or agreement:, that indemnities a railroad lor Bodily I.njurry or Property Damage arising ;Out of construction or demolition operations within 50' feet of any` railroad property and affecting any railroad bridge or trestle, tracks, road. -beds, tunnel, underpass or`crossiflg , 2, tliat1ndemnifies,an architect,,eq gii neef or surveyor for injury or darnage arising oul of: a. '0repahng, app I r Qvi , ng, of.failjhg to prepare -or approve, maps, shop:drjrMnqs, opinions, rbodr-ts,surveyq, field ord'e'rsic.hande orde'rs or dra%Ntings and..specifications; or b, giviriij directions or ihstructions, or failing to give them, if, that.is the primary diusbl of the injury or.damage; or 3� under which the insured, if in architect, hitect, engineer or surveyor, assumes liability for an injury or damage arising out of the Insured's rendering or failure to render professional services, including.those shovvn in subparagraph 2- above and su' rvisory, inspection, architectural or en�iineeririy activities.. I pe 0, Key Executive roeans the Chief EXeCUtive Officer, Chief Operating Officer, Chief Financial Officer, President, General 'Counsel or general partner (if, the Named Insured is a partnership) of the Named Insured or sole proprietor I (if the Named Insured is a sole proprietorship). A K . ey Executive also means any other person holding a title designated by you and approved by us, vhich title is shwa in Schedule B', Additional Key: Executives attached* to, and forining part of this policy. 81070 (11 i09) Page 20 of 25 AH2650 Q 2001 Chartis Includes copyrighted material of Insurance Services Office, Inc. with its permission. 5i% I A �® CERTIFICATE OF LIABILITY INSURANCE DAT/ 0 88/12/12/22016016 Y) 1 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 Parker, Smith & Feek, Inc. 2233 112th Avenue NE `, Bellevue, WA 98004 RECEIVE ® CONTACT , NAME: PNEHO425-709-3600 FAX 425-709-7460 A/C Ext): AIC No E-MAIL L ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hanover American Insurance Company 11 9L 9V 0141 INSURED AUG tri Columbia Hospitality, Inc. Attn: Finance Department 2200 Alaskan Way, Suite 200 City of Bremerton INSURER B: Allmerlca Financial Benefit Insurance INSURER C: Great Amercian Alliance Ins. Co. INSURER D: Federal Insurance Company Seattle, WA 98121 Risk Management 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 'OR 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY - LIMITS A GENERAL LIABILITY ZZ2A39143602 8/15/2016 8/15/2017 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES 1,000,000 Ea occurrence $ X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY 7 PRO FX7 LOC $ B AUTOMOBILE LIABILITY AW2A90458701 8/15/2016 8/15/2017 (OMSINGLE LIMIT 1 000 000 Ea accident $ 130DILY INJURY (Per person) $ ANY AUTO X ALL.OWNED XSCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ Per accident C UMBRELLA LIAB X OCCUR UM98332615,000,000 8/15/2016 8/15/2017 EACH OCCURRENCE $ AGGREGATE $ 15,000,000 X EXCESS LIAB CLAIMS -MADE X DEC) I X I RETENTION NIL $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N / A ZZ2A39143602 WA Stop Gap 8/15/2016 8/15/2017 WC STATU- X OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POL LIMIT $ 1'000'000 D Employee Theft 82075839$2,000,000 8/15/2016 8/15/2017 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR: Marketing I INS TYPE: Management Liability POLICY NUMBER: APP1394670; Employment Practices Liability 8/15/2016 - 8/15/2017 1 LIMITS: . $2,000,000 ?Aggregate Limit Gold Mountain Golf Course... (See Attached Description) CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2 c` COL.UHOSP (KKF01) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management AUTHORIZED REPRESENTATIVE 345 6th Street, Suite 600 Bremerton, WA 98337 ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2 c` COL.UHOSP (KKF01) I DESCRIPTIONS (Continued from, Page ) 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. u ,``` COLUHOSP {KKF')1? 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 COVFRAGFS 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 913. 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 Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or .organization with whom you . agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be 'broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 4 of `% COLUHOSP'KKF0)1? (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily ' injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor (4) To any.- (a) ny: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 5 of t COL.UHOSP :',KKF01) b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against: Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form . Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform 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 COL )HOSP KK 01; 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) 7 of 19 (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) S oft C)i UHCJS'K; is -1 j J. Maintenance of "Underlying Insurance" During the period of this Policy, you agree.- 1. gree: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) -4�7S\ (�;J � '``CCPR h®CERTIFICATE OF LIABILITY INSURANCE DAT/Y) 08/228/22/20172017 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 Parker, Smith & Feek, Inc. 2233 112th Avenue NE Bellevue, WA 98004 CONTACT NAME: PHONE 425-709-3600 FAX A/c No E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A: Hanover American Insurance Company ZZ2A39143602 INSURED Columbia Hospitality, Inc. Attn: Finance Department INSURER 13: Allmerica Financial Benefit Insurance INSURER C: Great Amercian Alliance Ins. Co. INSURER D: Federal Insurance Company 2200 Alaskan Way, Suite 200 Seattle, WA 98121 INSURER E INSURER F : COVFRAGFR rFRTIFICATF NI111ARFR• IDCVIcirw niliti'Iarb• ( 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE tOR THE PO CY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH FWSPECT,,WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJE LL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YM POLICY EXP MM/DDIYYYY LIMITS A GENERAL LIABILITY ZZ2A39143602 8/15/2016 10/1/2017 EACH OCCURRENCE $ 1,000,000 TO RENTED 1 000 000 PREMISES Ea occurrence $ X COMMERCIAL GENERAL LIABILITYDAMAGE CLAIMS -MADE X OCCUR X 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 POLICY 7 PRO X LOC $ B AUTOMOBILE LIABILITY AW2A90458701 8/15/2016 10/1/2017 COMBINED SINGLE LIMIT 1 000��� Ea accident X ANY AUTO X BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident ( ) $ HIRED AUTOS f- NON -OWNED AUTOS PROPERTY DAMAGE $ Per accident C UMBRELLA LIAB X OCCUR 16014GA025 8/15/2016 10/1/2017 EACH OCCURRENCE $ 15,000,000 X EXCESS LIAB CLAIMS -MADE X AGGREGATE $ 15,000,000 DED I X I RETENTION$ NIL A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? N / A ZZ2A39143602 ** t/�//� Stop Ga p p 8/15/2016 10/1 /2017 we sTATU- X OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Employee Theft 82075839 8/15/2016 10/1/2017 000 , $2,000 / v DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) INSR: Berkley Insurance Company I INS TY : Management Liability POLICY NUMBER: 1487946; Employment Practices Liability 18/15/2016 - 10/1/2017 LIMITS: $2,000,000 ?Aggregate Limit INSR: Aspen Specialty Insurance Company I INS Pollution Liability POLICY NUMBER: ERAC2Y016; Gold Mtn - Pollution 1/1/2016 - 1/1/2017 LIMITS: $2,000,000 per occurrence/aggregate...,V/ (See Attached Description) %,ANk r_LLA I IUIV I City of Bremerton Attn: Risk Management 345 6th Street, Suite 600 Bremerton, WA 98337 ACORD 25 (2010/05) 1 of 8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD (SB000) DESCRIPTIONS (Continued from Page. ) Gold Mountain Golf Course. 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. CANCELS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE 4 :I j 2 of 8 (SB000) 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 Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for ."bodily', injury', "property damage", or "personal and advertising injury" caused, in whole or in; part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) / designated in the contract, agreement or O permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 3 of 8 (SB000) (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury', "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 1./ 4of8 (SB000) b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — / COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform 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 8 (SB000) 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) 6 of 8 (SB000) (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) 7of8 (SB000) 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) 8 of 8 (SB000) -*G\q' 7 A CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 09/29/2017 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 Parker, Smith & Feek, Inc. 2233 112th Avenue NE Bellevue, WA 98004 CONTACT NAME: PHONE 425 709-3600 AX No): 425 709 7460 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # X INSURERA: Hanover Insurance CO. ZZ2A39143604 INSURED 'Columbia Hospitality, Inc. Attn: Finance Department INSURER B : Allmerica Financial Benefit Insurance INSURER C : Great Amercian Alliance Ins. Co. INSURER D : Federal Insurance Company 2200 Alaskan Way, Suite 200 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 OLICY 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 LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1_x_1 OCCUR X ZZ2A39143604 10/1/2017 10/1/201$ EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 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/OPAGG $ 2,000,000 POLICY PRO X LOC $ B AUTOMOBILE LIABILITY AW2A90458704 10/1/2i)17 10/1/2018 iSINGLE LIMIT 1 000 000 EO aid BODILY INJURY (Per person) $ X ANY AUTO X ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON-OWNEDO HIRED AUTOS AUTOS DAMAGE $ Peaccident) C UMBRELLA LIAB OCCUR UM1744113 10/1/2017 10/1/2018 EACH OCCURRENCE $ 15,000,000 AGGREGATE $ 15,000,000 X EXCESS LIAB CLAIMS -MADE X DED I X I RETENTION NIL $ - - A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N /'A ZZ2A39143604 *" WA Stop Gap 10/1/2017 10/1/2018I I WC STATU-X OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Employee Theft 82075839 1011/2017 10/1/2018 000, $2,000 I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR: BerkleyInse Company I INS TYPE: Management Liability POLICY NUMBER: 1487946; Employment Practices Liability 18/15/2016 - 10/1/2017 LIMITS: $2,000%egPlAggregate Limit INSR: Aspen Specialty Insurance Company I INS TYPE: Pollution Liv bilit POLICY NUMBER: ERAC2YO16; Gold Mtn - Pollution 11/1/2016 - 1/1/2017 LIMITS: $2,000,000 per occurrence/aggregate... (See Attached Description) CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD r 1 of 8 (SB000) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management AUTHORIZED REPRESENTATIVE 345 6th Street, Suite 600 Bremerton, WA 98337 ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD r 1 of 8 (SB000) DESCRIPTIONS (Continued from Page 1 ) Gold Mountain Golf Course. The City of Bremerton is an additional insured and coverage is primary and non-contributory on the General Liability and Excess Liability policies per the attached endorsements/forms and the Automobile policy per the policy provisions. The General Liability policy includes Liquor Liability of $1,000,000 Occurrence $2,000,000 Aggregate. / 2 of 8 (SB000) 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 Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Decla- rations. then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. .But, 'ifSymbol 7 is entered next to a cover- age in Item Two of. the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that cov- erage; and b. You tell us within 30 days after you ac- quire it that you want us oto cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Liability Coverage is provided by this Cover- age Form, the following types of vehicles are also covered "autos" for Liability Coverage;_ "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c.. Servicing; d. "Loss"; or e, Destruction. SECTION II - LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance ap- plies, .caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or ex- pense" to which this insurance applies, caused by an "accident" and resulting from the owner= ship, maintenance or use of covered "autos However, we will only pay for the "covered pol- lution cost or. expense" if there is either "bodily injury" or "property damage" to which this in- surance applies that is caused by the same "accident". We have the right and duty to defend any "in- sured" against a "suit" asking for such damages or a "covered pollution cost or expense". How- ever, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insur- ance does not apply. We may investigate and settle any claim or "suit" as we consider appro- priate. Our duty to defend or settle ends when the Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who is An Insured The following are "insureds": a. You for ..any covered "auto". b. Anyone else while using with your per- mission a covered "auto" you own, hire or borrow except: (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 0103 06 4,812 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a busi- ness of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while mov- ing property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- sured" described above but only to the extent of that Liability. 2. Coverage Extensions- a. xtensionsa. Supplementary Payments We will pay for the "insured": (1) .All expenses we incur. (2) Up to $2,000 for cost of bail bonds (in- cluding bonds for related traffic law violations) required because of an "accident' we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "in- sured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses Incurred by the "insured" at our request, including actual loss .of earnings up to $250 a day because of time off from work. (5) All costs taxed against the "insured" in any. "suit" against the "insured" we defend. (6) All .interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the.judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. Hanover Insurance Croup.. AW2A904587 0901121 b. Out -Of -State Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Li- ability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This, extension does not apply to the limit or limits specified by any law governing motor carriers of passen- gers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the fol- lowing: 1. Expected Or Intended Injury "Bodily injury" or "property damage" ex- pected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract" provided the "bodily injury" or "property damage" oc- curs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the ab- sence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" .or the "insured's" insurer may be held liable under any workers' compensation, disability bene- fits or unemployment compensation law or any similar law. 4. Employee -Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of. (1) Employment by the "insured"; or CA 00 0163 06 Copyright, ISO Properties, Inc., 2005 Page 3 of 12 4,813 b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. 4. No Benefit To Bailee- Physical Damage Coverages We will not recognize any assignment or grant any coverage: for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insur- ance. For any covered "auto" you don't own, the insurance provided by this Cov- erage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is con- nected to another vehicle, the Liability Coverage this Coverage Form provides for the "trailer" is (1) Excess while it is connected to a mo- tor vehicle you do not own. (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed -With a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Li- ability Coverage 'is primary for any liabil- ity assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we Will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. Hanover Insurance Croup AW2A904587 0901121 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospec- tive premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more. than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the be- ginning of each year of the policy. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "acci- dents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: a. The United States of America; b. The territories and possessions of the United States -of America; c. Puerto Rico; d. Canada; and e. Anywhere in the world .if: (1) A covered "auto" of the private pas- senger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and (2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits; in the United States of America, the territories and posses- sions of the United States of America, Puerto Rico, or Canada or in a settle - merit we agree to. We also cover "loss" to, or "accidents" in- volving, a covered "auto" while being trans- ported between any of these places. CA 00 01 03 06 Copyright, ISO Properties, Inc., 2005 Page 9 of 12 4,819 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. lBodily 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. lNewly 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. lUnintentional 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 Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your 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 (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 6 of S (SB000) (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury' arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — COMMERCIAL . GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 7 of 8 (SB000) b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers / 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury' is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform 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 8 of 8 (SB000) G vq 6 A� "F CERTIFICATE OF LIABILITY INSURANCE DAT0/01/2018 Y) 10/01 /2018 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: PHONE Ext).425-709-3600 aAiXc 425-109-7460 Parker, Smith & Feek, Inc. 2233 112th Avenpe NE E-MAIL — Bellevue, WA 98004 ADDRESS: INSURERS AFFORDING COVERAGE NAIC # 10/01/2019 INSURER A: Hanover Insurance CO. I DAMAGERENTED PREMISESS (Ea occurrence) $ 1,000,000 INSURED INSURER B: Allmerica Financial Benefit InSurandI01 Columbia Hospitality, Inc. INSURER C: Great Amercian Alliance Ins. Co. WAd Attn: Finance Department INSURER D: Aspen Specialty Insurance Company r 2200 Alaskan Way, Suite 200 Seattle, WA 98121 PERSONAL &ADV INJURY $ 1,000,000 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 LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY ZH2A39143605 10/01/2018 10/01/2019 EACH OCCURRENCE $ 1,000, DAMAGERENTED PREMISESS (Ea occurrence) $ 1,000,000 )C COMMERCIAL GENERAL LIABILITY CLAIMS-MADEOCC X 1Z VVVV MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000, 0 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 $ 1-1 POLICY PRO K LOC B AUTOMOBILE LIABILITY AW2A90458705 10/01/2018 10/01/2019(EO ..ideDtSINGLE LIMIT 1 00K09 BODILY INJURY (Per person) $ X ANY AUTO X 1HIREDAUTOS ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PeOaPER EidentDAMAGE $ NON -OWNED AUTOS C UMBRELLA LIAB K OCCUR UM1744113 10/01/2017 10/01/2018 EACH OCCURRENCE $ 15,000000 X EXCESS LIAB CLAIMS -MADE AGGREGATE $ 15,000,WO DED X RETENTION$ NIL $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ZH2A39143605 WA Stop Gap 10/01/2018 10/01/2019 WC SIT U- K OTH- ER E.L. EACH ACCIDENT $ 1,000,00 � OFFICER/MEMBER EXCLUDED' ❑ (Mandatory in NH) N I A E.L. DISEASE - EA EMPLOYE $ 1,000,W If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLI Y LIMIT $ 1,000,000 D Pollution Liability Gold Mtn - Pollution ERAC2Y016 01/01/2016 01/01/2017 $2,000,000 per occurrence/aggregate 0 / DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Aeditional Remarks Sch dule, if more space is required) INSR: Federal Insurance Company INS TYPE: Employee T e POLICY NU ER: 82075839 (10/01/2017 - 10/01/2018)820758391 LIMITS: $2,000,000; INSR: Berkley Insurance Company INS TYPE: Employment Practices Liability I POLICY NUMBER: 1575153 (10/01/2017 - 10/01/2018)1575153 1 LIMITS: $2,000,000 Aggregate Limit... (See Attached Description) CERTIFICATE HOLDER CANCELLATION © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 1 of 8 (BML00) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management 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 8 (BML00) DESCRIPTIONS (Continued from Page 1 ) Gold Mountain Golf Course. The City of Bremerton is an additional i sur d and coverage is prim dnon-contributory on the General Liability and Excess Li i ity policies per the attached endorsements/forms and the A mobile policy per the policy provisions. The General Liability policy includes Liqu r Li ility of $1,000,000 Occurrence $2,000,000 Aggregate. 2 of 8 (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 RHMMARY OF r0VFRArFS 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 Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 3 of 8 (BML00) (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury', "property damage" or "personal and advertising injury' is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury'. (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury', "property damage", "personal and advertising injury' arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury', "property damage", "personal injury' or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury', "property damage" or "personal and advertising injury' arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury' involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 4of8 (BML -00) b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform 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 8 (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 Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Decla- rations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a cover- age in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that cov- erage; and b. You tell us within 30 days after you ac- quire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Liability Coverage is provided by this Cover- age Form, the following types of vehicles are also covered "autos" for Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II - LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance ap- plies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or ex- pense" to which this insurance applies, caused by an "accident" and resulting from the owner- ship, maintenance or use of covered "autos". However, we will only pay for the "covered pol- lution cost or expense" if there is either "bodily injury" or "property damage" to which this in- surance applies that is caused by the same "accident". We have the right and duty to defend any "in- sured" against a "suit" asking for such damages or a "covered pollution cost or expense". How- ever, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insur- ance does not apply. We may investigate and settle any claim or "suit" as we consider appro- priate. Our duty to defend or settle ends when the Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your per- mission a covered "auto" you own, hire or borrow except: (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 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a busi- ness of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while mov- ing property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- sured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur (2) Up to $2,000 for cost of bail bonds (in- cluding bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "in- sured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All costs taxed against the "insured" in any "suit" against the "insured" we defend. (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. Hanover Insurance Group- AW2A904587 0901121 b. Out -Of -State Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Li- ability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passen- gers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the fol- lowing: 1. Expected Or Intended Injury "Bodily injury" or "property damage" ex- pected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract" provided the "bodily injury" or "property damage" oc- curs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the ab- sence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability bene- fits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or CA 00 01 03 06 Copyright, ISO Properties, Inc., 2005 Page 3 of 12 4,813 Hanover Insurance Croup, AW2A904587 0901121 b. The covered "auto"; 6. Premium Audit c. Your interest in the covered "auto"; or a. The estimated premium for this Coverage d. A claim under this Coverage Form. Form is based on the exposures you told us you would have when this policy be - 3. Liberalization gan. We will compute the final premium If we revise this Coverage Form to provide due when we determine your actual ex - more coverage without additional premium posures. The estimated total premium charge, your policy will automatically provide will be credited against the final premium the additional coverage as of the day the re- due and the first Named Insured will be vision is effective in your state. billed for the balance, if any. The due 4. No Benefit To Bailee - Physical Damage date for the final premium or retrospec- Coverages tive premium is the date shown as the due date on the bill. If the estimated total We will not recognize any assignment or premium exceeds the final premium due, grant any coverage for the benefit of any the first Named Insured will get a refund. person or organization holding, storing or b. this policy is issued for more than one transporting property for a fee regardless of any other provision of this Coverage Form. Year, the premium for this Coverage y Form will be computed annually based on 5. Other Insurance our rates or premiums in effect at the be - a. For any covered "auto" you own, this ginning of each year of the policy. Coverage Form provides primary insur- 7. Policy Period, Coverage Territory ance. For any covered "auto" you don't own, the insurance provided by this Cov- Under this Coverage Form, we cover "acci- erage Form is excess over any other dents" and "losses" occurring: collectible insurance. However, while a a. During the policy period shown in the covered "auto" which is a "trailer" is con- Declarations; and nected to another vehicle, the Liability b. Within the coverage territory. Coverage this Coverage Form provides for the "trailer" is: The coverage territory is: (1) Excess while it is connected to a mo- a. The United States of America; for vehicle you do not own. b. The territories and possessions of the (2) Primary while it is connected to a United States of America; covered "auto" you own. c. Puerto Rico; b. For Hired Auto Physical Damage Cover- d. Canada; and age, any covered "auto" you lease, hire, e. Anywhere in the world if: rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that (1) A covered "auto" of the private pas - is leased, hired, rented or borrowed with senger type is leased, hired, rented or a driver is not a covered "auto". borrowed without a driver for a period of 30 days or less; and c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Li- (2) The "insured's" responsibility to pay ability Coverage is primary for any liabil- damages is determined in a "suit" on ity assumed under an "insured contract". the merits, in the United States of d. When this Coverage Form and any other America, the territories and posses- sions of the United States of America, Coverage Farm or policy covers on the Puerto Rico, or Canada or in a settle - same basis, either excess or primary, we ment we agree to. will pay only our share. Our share is the proportion that the Limit of Insurance of We also cover "loss" to, or "accidents" in - our Coverage Form bears to the total of volving, a covered "auto" while being trans - the limits of all the Coverage Forms and ported between any of these places. policies covering on the same basis. CA 00 01 03 06 Copyright, ISO Properties, Inc., 2005 Page 9 of 12 4,819 44sI(:�I CERTIFICATE OF LIABILITY INSURANCE DATY) 10/05/2018 CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 0/05/2018 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 endorse_ BROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on thls irtificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Parker, Smith & Feek, Inc. PHONE 425-709-3600 FAX 425-709-7460 A/C No 2233 112th Avenue NE E-MAIL Cj Bellevue, WA 98004 ADDRESS: EACH OCCURRENCE $ 1,00 O INSURERS E NAIC # INSURERA: Hanover Insurance Co. INSURED Columbia Hospitality, Inc. INSURER B: Allmerica Financial Benefit Insurance INSURER C: Great Amercian Alliance Ins. Co. Attn: Finance Department INSURER D: Federal Insurance Company 2200 Alaskan Way, Suite 200 Seattle, WA 98121 r 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. ILTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MMIDD/YYYLICY Y LIMITS A GENERAL LIABILITY ZH2A3914360510/01/2018 10/01/2019 EACH OCCURRENCE $ 1,00 O DAMAGE TO RENTED 1,000, 00 PREMISES Ea occurrence $ X COMMERCIAL GENERAL LIABILI Y X MED EXP (Any one person) $ 10,000 CLAIMS -MADE X CUR PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,00 0 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 17 POLICY PRO X LOC $ B AUTOMOBILE LIABILITY AW2A90458705 10/01/2018 10/01/2019 EaaBcid.DtSINGLELIMIT 1,00 0 BODILY INJURY (Per person) $ ANY AUTO X ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURYPer accident $ ( ) HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE er $ Paccident $ C UMBRELLALIAB X OCCUR 18060025GAUM2260085 10/01/2018 10/01/2019 EACH OCCURRENCE $ 15,00N99/ AGGREGATE $ 15,000,000 ?[ EXCESS LIAB CLAIMS -MADE DED I X I RETENTION$ NIL $ A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/W ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDE ❑ D? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A ZH2A39143605 WA Stop Gap 10/01/2018 10/01/2019 STATU- X OTH- WCRY E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEd $ 1,000, E.L. DISEASE - P CY LIMIT $ 1,000,000 D Employee Theft 82075839 10/01/2018 10/01/2019 $2,000, 0 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR: Berkley Insurance Company I INS TYPoyment Practices Liability POLICY NUMBER: DCP1058358P8 (10/01/2018 - 10/01/2019)DCP1058358P8 ( LIMITS: $2,000,0 Agg; $35k Retention; Gold Mountain Golf Course... (See Attached Description) CERTIFICATE HOLDER CANCELLATION © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 1 or 8 (BML00) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management 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 or 8 (BML00) DESCRIPTIONS (Continued from Page 1 ) The City of Bremerton is an additional insured and coverage is primary and non-contrybutory 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. CANCELS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE. 2 of 8 (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 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 Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 3 of 8 (BML00) (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury', "property damage" or "personal and advertising injury' is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury', "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury' arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury', "property damage" or "personal and advertising injury' arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury' involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 4of8 (BML00) b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I —COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform 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 8 (13ML00) 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 Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Decla- rations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a cover- age in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that cov- erage; and b. You tell us within 30 days after you ac- quire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Liability Coverage is provided by this Cover- age Form, the following types of vehicles are also covered "autos" for Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II - LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance ap- plies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or ex- pense" to which this insurance applies, caused by an "accident" and resulting from the owner- ship, maintenance or use of covered "autos". However, we will only pay for the "covered pol- lution cost or expense" if there is either "bodily injury" or "property damage" to which this in- surance applies that is caused by the same "accident". We have the right and duty to defend any "in- sured" against a "suit" asking for such damages or a "covered pollution cost or expense". How- ever, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insur- ance does not apply. We may investigate and settle any claim or "suit' as we consider appro- priate. Our duty to defend or settle ends when the Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your per- mission a covered "auto" you own, hire or borrow except: (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 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a busi- ness of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while mov- ing property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- sured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (in- cluding bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "in- sured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All costs taxed against the "insured" in any "suit" against the "insured" we defend. (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. C'n• Hanover Insurance group_ AW2A904587 0901121 b. Out -Of -State Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Li- ability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passen- gers or property, (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the fol- lowing: 1. Expected Or Intended Injury "Bodily injury" or "property damage" ex- pected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract" provided the "bodily injury" or "property damage" oc- curs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the ab- sence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability bene- fits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or CA 00 01 03 06 Copyright, ISO Properties, Inc., 2005 Page 3 of 12 4,813 E A 100/01/01CERTIFICATE OF LIABILITY INSURANCE DAT //22019019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Parker,Smith&Feek,Inc. PHONE 425-709-3600 FAX 425-709-7460 2233 112th Avenue NE IA/C.No.Extl: (A/C,No): E-MAIL Bellevue,WA 98004 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hanover Insurance Co. INSURED 0/4 /A ,0•ar,19 INSURER B: Allmerica Financial Benefit Insurance Columbia Hospitality, Inc. Attn:Finance Department INSURER C: Great Amercian Alliance Ins.Co. 2200 Alaskan Way,Suite 200 N 0 INSURER D: Federal Insurance Company Seattle,WA 98121 V INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR s LTR TYPE OF INSURANCE INSRw VD POLICY NUMBER UBR POLICY EFF POLICY EXP LIMITS (MM/DDIYYYY) (MMIDD/YYYY) A GENERAL LIABILITY ZH2A39143606 10/01/2019 10/01/2020 EACH OCCURRENCE $ 1,000 0Q0 DAMAGE TO RENTED 1,000,1600 K COMMERCIAL GENERAL LIABILI Y X PREMISES(Ea occurrence) $ CLAIMS-MADE • CUR /J MED EXP(Any one person) $ 10,000 © PERSONAL&ADV INJURY_ $ 1,000,000 GENERAL AGGREGATE $ 2,0000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000, 00 POLICY PRO K LOC $ ,1 AUTOMOBILE LIABILITY AW2A90458706 COMBINED SINGLE LIMIT 1,000 00 / B 10/01/2019 10/01/2020 (Ea accident) $ K ANY AUTO X BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS _ K NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) _ $ C UMBRELLA LIAB K OCCUR 19047025GAUM2664684 10/01/2019 10/01/2020 EACH OCCURRENCE $ 15,000,00G" K EXCESS LIAB CLAIMS-MADE AGGREGATE $ 15,00000 DED K RETENTION$ NIL $ A WORKERS COMPENSATION ZH2A39143606 WC STATU- K OTH- AND EMPLOYERS'LIABILITY Y/N 10/01/2019 10/01/2020 TORY I IMITS ER �_ ANY PROPRIETOR/PARTNER/EXECUTIVE WA Stop Gap E.L.EACH ACCIDENT $ 1,000,00Q OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000b`U If yes,describe under 10 , 00000 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) �+�" ``''cc INSR:Berkley Insurance Company I INS TYPE: Employment Practices Liability I I POLICY NUMBER:APPDCP105 EIf,,E'[Q/b1/f7r 10/01/2020)APPDCP1058358P8 I LIMITS:2,000,000 Each Claim/35,000 Retention; Gold Mountain Golf Course... (See Attached Description) City of Bremerton Risk Management CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton • ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Risk Management 345 6th Street,Suite 100 AUTHORIZED REPRESENTATIVE Bremerton,WA 98337 I � ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 1 of 9 (BML00) DESCRIPTIONS (Continued from Page 1 ) • The City of Bremerton is an additional jsured and coverage is privfy and nocveontributory on the General Liability and Excess Liability policies per the attached endorsements/forms and the Automobile policy per the policy provisions.The General Liability policy includes Liquor Liability of$1,000,000 Occurrence $2,000,000 Aggregate. 2 of 9 (BML00) • ' Policy Number: ZH2A39143605 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured—Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage—Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments— Extended Reporting Period Included 9. Newly Acquired or Formed Organizations -Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED: (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract, written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or (2) Will not be broader than the insurance "personal and advertising injury" caused, in 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 9 (BML00) (3) Applies on a primary basis if that is advertising injury" involved the rendering required by the written contract, written of or failure to render any professional agreement or permit. services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is (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 9 (BML00) b. Excess Insurance insurer contributes equal amounts until it has (1) This insurance is excess over any of the paid its applicable limit of insurance or none of other insurance, whether primary, excess, the loss remains, whichever comes first. If any contingent or on any other basis: of the other insurance does not permit contribution by equal shares, we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for"your work"; limit of insurance to the total applicable limits (b) That is Fire insurance for premises of insurance of all insurers rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional Insured with permission of the owner; The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the Of Recovery Against Others To Us: Additional Insured's liability as a tenant for "property damage" to We waive any right of recovery we may have premises rented to the Additional against any person or organization with whom you Insured or temporarily occupied by the have a written contract that requires such waiver Additional with permission of the because of payments we make for damage under owner; or this coverage form. The damage must arise out of your activities under a written contract with that (d) If the loss arises out of the person or organization. This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the "occurrence" to Exclusion g. of SECTION I — or offense giving rise to such payments. COVERAGE A — BODILY INURY AND PROPERTY DAMAGE 4. Bodily Injury Redefined LIABILITY. SECTION V — DEFINITIONS, Definition 3. "bodily (2) When this insurance is excess, we will injury" is replaced by the following: have no duty under Coverages A or B to 3. "Bodily injury" means bodily injury, sickness or defend the insured against any"suit" if any disease sustained by a person including death other insurer has a duty to defend the resulting from any of these at any time. "Bodily insured against that "suit". If no other injury" includes mental anguish or other insurer defends, we will undertake to do mental injury resulting from "bodily injury". so, but we will be entitled to the insured's 5. Broad Form Property Damage — Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of (3) When this insurance is excess over other Elevators Insurance, we will pay only our share of a. SECTION I —COVERAGES, COVERAGE A— the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph j. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage"to "customers goods" while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 5 of 9 (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 1. Who Is An Insured substitute for a covered "auto" you own that 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 r, 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 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 will pay for the "insured": "Bodily injury" or "property damage" ex- Wepected or intended from the standpoint of the (1) All expenses we incur. "insured". (2) Up to $2,000 for cost of bail bonds (in- 2. Contractual cluding bonds for related traffic law Liability assumed under any contract or violations) required because of an agreement. "accident" we cover. We do not have to furnish these bonds. But this exclusion does not apply to liability for damages: (3) The cost of bonds to release attach- ments in any "suit" against the "in- a. Assumed in a contract or agreement that sured" we defend, but only for bond is an "insured contract" provided the amounts within our Limit of Insurance. "bodily injury" or "property damage" oc- curs subsequent to the execution of the (4) All reasonable expenses incurred by contract or agreement; or the "insured" at our request, including actual loss of earnings up to $250 a b. That the "insured" would have in the ab day because of time off from work. sence of the contract or agreement. (5) All costs taxed against the "insured" 3. Workers' Compensation in any "suit" against the "insured" we Any obligation for which the "insured" or the defend. "insured's" insurer may be held liable under (6) All interest on the full amount of any any workers' compensation, disability bene- judgment that accrues after entry of fits or unemployment compensation law or the judgment in any "suit" against the any similar law. "insured" we defend, but our duty to 4. Employee Indemnification And Employer's pay interest ends when we have paid, Liability offered to pay or deposited in court "Bodily injury" to: the part of the judgment that is within our Limit of Insurance. a. An "employee" of the "insured" arising out of and in the course of: These payments will not reduce the Limit of Insurance. (1) Employment by the "insured"; or CA 00 01 03 06 Copyright, ISO Properties, Inc., 2005 Page 3 of 12 4,813 19 Mobile Equip- Only those "autos" that are land vehicles and that would qualify under the ment Subject definition of"mobile equipment" under this policy if they were not subject to a To Compulsory compulsory or financial responsibility law or other motor vehicle insurance law Or Financial where they are licensed or principally garaged. Responsibility Or Other Motor Vehicle Insur- ance Law Only B. Owned Autos You Acquire After The Policy SECTION II - LIABILITY COVERAGE Begins A. Coverage 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered We will pay all sums an "insured" legally must next to a coverage in Item Two of the Decla- pay as damages because of "bodily injury" or rations, then you have coverage for "autos" "property damage" to which this insurance ap- that you acquire of the type described for the plies, caused by an "accident" and resulting remainder of the policy period. from the ownership, maintenance or use of a 2. But, if Symbol 7 is entered next to a cover- covered "auto". age in Item Two of the Declarations, an We will also pay all sums an "insured" legally "auto" you acquire will be a covered "auto" must pay as a "covered pollution cost or ex- for that coverage only if: pense" to which this insurance applies, caused a. We already cover all "autos" that you own by an "accident" and resulting from the owner- for that coverage or it replaces an "auto" ship, maintenance or use of covered "autos". you previously owned that had that cov- However, we will only pay for the "covered pol- erage; and lution cost or expense" if there is either "bodily b. You tell us within 30 days after you ac- injury" or "property damage" to which this in- quire it that you want us to cover it for surance applies that is caused by the same that coverage. "accident". C. Certain Trailers, Mobile Equipment And We have the right and duty to defend any "in Temporary Substitute Autos sured" against a "suit" asking for such damages or a "covered pollution cost or expense". How- If Liability Coverage is provided by this Cover- ever, we have no duty to defend any "insured" age Form, the following types of vehicles are against a "suit" seeking damages for "bodily also covered "autos" for Liability Coverage: injury" or "property damage" or a "covered 1. "Trailers" with a load capacity of 2,000 pollution cost or expense" to which this insur- pounds or less designed primarily for travel ance does not apply. We may investigate and on public roads. settle any claim or "suit" as we consider appro- 2. "Mobile equipment" while being carried or priate. Our duty to defend or settle ends when towed by a covered "auto" the Liability Coverage Limit of Insurance has 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 1. Who Is An Insured substitute for a covered "auto" you own that 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 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- ing property to or from a covered (2) Provide the minimum amounts and types of other coverages, such as no- "auto". fault, required of out-of-state vehicles (5) A partner (if you are a partnership), or by the jurisdiction where the covered a member (if you are a limited liability "auto" is being used. company) for a covered "auto" owned We will not pay anyone more than once by him or her or a member of his or for the same elements of loss because of her household. these extensions. c. Anyone liable for the conduct of an "in- B. Exclusions sured" described above but only to the extent of that liability. This insurance does not apply to any of the fol- lowing: 2. Coverage Extensions 1. Expected Or Intended Injury a. Supplementary Payments "Bodily injury" or "property damage" ex- We will pay for the"insured": pected or intended from the standpoint of the (1) All expenses we incur. "insured". (2) Up to $2,000 for cost of bail bonds (in- 2. Contractual cluding bonds for related traffic law Liability assumed under any contract or violations) required because of an agreement. "accident" we cover. We do not have to furnish these bonds. But this exclusion does not apply to liability for damages: (3) The cost of bonds to release attach- ments in any "suit" against the "in- a. Assumed in a contract or agreement that sured" we defend, but only for bond is an "insured contract" provided the amounts within our Limit of Insurance. "bodily injury" or "property damage" oc- curs subsequent to the execution of the (4) All reasonable expenses incurred by contract or agreement; or the "insured" at our request, including actual loss of earnings up to $250 a b. That the "insured" would have in the ab- day because of time off from work. sence of the contract or agreement. (5) All costs taxed against the "insured" 3. Workers' Compensation in any "suit" against the "insured" we Any obligation for which the "insured" or the defend. "insured's" insurer may be held liable under (6) All interest on the full amount of any any workers' compensation, disability bene- judgment that accrues after entry of fits or unemployment compensation law or the judgment in any "suit" against the any similar law. "insured" we defend, but our duty to 4. Employee Indemnification And Employer's pay interest ends when we have paid, Liability offered to pay or deposited in court "Bodily injury" to: the part of the judgment that is within our Limit of Insurance. a. An "employee" of the "insured" arising These payments will not reduce the Limit out of and in the course of: of Insurance. (1) Employment by the "insured"; or CA 00 01 03 06 Copyright, ISO Properties, Inc., 2005 Page 3 of 12 4,813