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HomeMy WebLinkAbout25-155.00ColumbiaHospitaliyInc2025FeeStudyforCenterPlaceContract No. 25-155 AGREEMENT FOR PROFESSIONAL SERVICES Columbia Hospitality, Inc THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Columbia Hospitality, Inc. hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services, stop work, and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City -furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City in cooperation with Consultant may modify this Agreement and order changes in the work as necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31, 2025, unless the time for performance is extended in writing by Agreement for Professional Services (with professional liability coverage) Page 1 of 8 Contract No. 25-155 the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant a flat fee of $21.500.00, (which includes Washington State Sales Tax if any is applicable) as full compensation for everything done under this Agreement, as set forth in Exhibit A. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Pavment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below -stated address. City reserves the right to withhold payment under this Agreement for that portion of the work (if any) which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: Name: Marci Patterson, City Clerk Phone: (509) 720-5000 Address: 10210 East Sprague Avenue Spokane Valley, WA 99206 TO THE CONSULTANT: Name: Columbia Hospitality, Inc. Phone: (206) 239-1800 Address: 2200 Alaskan Wy #200 Seattle, WA 98121 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents, and services shall conform to all federal, state, and local statutes and regulations. 7. Certification Repardinp Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; Agreement for Professional Services (with professional liability coverage) Page 2 of 8 Contract No. 25-155 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned (if applicable), non -owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent Agreement for Professional Services (with professional liability coverage) Page 3 of 8 Contract No. 25-155 contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. C. Other Insurance Provisions. The Consultant's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self -insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VU. Agreement for Professional Services (with professional liability coverage) Page 4 of 8 Contract No. 25-155 E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured . endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time -to -time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. Agreement for Professional Services (with professional liability coverage) Page 5 of 8 Contract No. 25-155 18. Cost and Attornec's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration (including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 20. Anti-ldckback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in subsection G, below ("Pertinent Non -Discrimination Authorities') relative to non-discrimination in federally -assisted programs as adopted or amended from time -to -time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Consultant, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts Including Procurements of Materials and Equipment. If applicable, in all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultants' obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports. Consultant shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: Agreement for Professional Services (with professional liability coverage) Page 6 of 8 Contract No. 25-155 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or 2. Cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of Section 22 of this Agreement in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Consultant may request that the City enter into any litigation to protect the interests of the City. In addition, Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non -Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal - aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles 11 and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation Agreement for Professional Services (with professional liability coverage) Page 7 of 8 Contract No. 25-155 systems, places of public accommodation, and certain testing entities (42 U.S.C. §§12131- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title Vl, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.). 23. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services/ Fee proposal B. Insurance Certificates / The Parties have executed this Agreement this v 1? 41- day of 0:.A-XK- , 209� CITY OF SPOKANE VALLEY JAn Hohman, City Manager APPROVED AS TO FORM: the Consultant [Columbia Hospitality, Inc.]: �A 41, By7nyk hk Authorized Representative Agreement for Professional Services (with professional liability coverage) Page 8 of 8 Exhibit A. Scope of Services/ Fee Proposal Proposed Scope of Work Fee Study and Booking Process Columbia Hospitality will begin with a comprehensive review of CenterPlace Regional Event Center's current space rental program. This is designed to provide a clear understanding of existing operations and identify opportunities for improvement and growth. The final deliverable will be a plan presented in deck format, including a summary of opportunities, challenges, and actionable recommendations. Based on our initial discussions, the plan will include the following deliverables which we have identified as having some of the greatest value -add potential: � (Sy-0 $ % Market Research and Competitive Analysis Idaho, Conduct a detailed review of comparable venues in eastern Washington, northern and • various Columbia Hospitality managed venues. This includes pricing structures, rental packages, booking policies, and seasonal strategies to benchmark offerings. This includes identifying CenterPlace's competitiveness and areas for differentiation. Fee Study and Sales Process Review Evaluate current fee structure, sales process, event types, and client mix. Provide • recommendations on packaging, pricing tiers, and sales processes to better target high -value segments. Proposal, Contract and Policy Review Analyze existing proposals, rental agreements, and policies. Also evaluate contracted catering fees for the use of commercial kitchen and exclusive catering of events at the event center. Provide recommendations to streamline processes, improve clarity, and align with industry best practices. Booking Process Evaluation n n Assess current booking workflows including booking windows, blackout dates, and seasonal strategies. Analyze booking data to identify trends to optimize pricing. Evaluate tools such as pricing, discounts, promotions, or value adds, to encourage bookings during slower periods. Identify any opportunities and inefficiencies to enhance client experience and maximize profitability. Financial Modeling and Space Yield Optimization Develop models to evaluate space utilization and profitability across different market segmentations and seasons, utilizing historical performance data to help inform trends. Recommend pricing adjustments and booking strategies to maximize revenue potential. Perform ® ® modeling to analyze how proposed changes will affect overal revenue and profitability. 0 ® ® Presentation of Findings Deliver a comprehensive report detailing findings along with specific actionable recommendations for adjustments to fee structure, booking strategies, and policies which will also include a method for gathering client feedback to inform future adjustments. Page Proposed Scope of Work Fee Study and Booking Process Market Research and Review comparable venues in Eastern Washington, Northern Idaho, and various Competitive Analysis venues within the Columbia Hospitality portfolio. • Conduct thorough market research to understand competitors' offerings, pricing structures, and customer preferences. • Analyze elements such as pricing structures, rental packages, booking policies, and seasonal strategies to establish benchmarks for offerings. • Identify any gaps in the market that could lead to unique selling propositions. • Assess CenterPlace's competitiveness and pinpoint areas for differentiation. Fee Study and Sales Conduct evaluation of the current fee structure, sales process, event types, and Process Review client mix to identify opportunities for improvement and enhance overal revenue generation. • Understand and evaluate the current fee structure. • Understand the needs and preferences of each segment to tailor pricing structure. • Analyze seasonal tiered pricing to maximize booking potential and optimize resource utilization. Proposal, Contract, and Conduct comprehensive analysis of existing proposals, agreements, and policies Policy Review to gain a thorough understanding of current situation and how any changes may impact stakeholders. Evaluate process for collecting catering fees. Provide examples with recommendation to streamline. Booking Process Evaluation Evaluate the current booking workflows, including booking windows, blackout dates, and seasonal strategies. • Identify opportunities and inefficiencies to enchance the client experience and maximize profits. • Analyze booking data to identify trends to continually optimize pricing over time. • Evaluate tools such as pricing, discounts, promotions, or value adds, to encourage bookings during slower periods. Financial Modeling and Create models to assess space utilization and profitability across various market Space Yield Optimization segments and seasons, utilizing historical data to help inform performance trends. • Perform financial modeling to analyze how proposed changes will affect overall revenue and profitability. Recommendations Develop a comprehensive report detailing findings along with specific actionable recommendations for adjustments to fee structure, booking strategies, and policies which will also include a method for gathering client feedback to inform future adjustments, leading to stronger loyalty and retention. Columbia Hospitality Fees Fee Study and Booking Process Fee Study and Booking Process I $20,000 for delivery of the business plan As part of our collaboration, Columbia requests data input (e.g. financials) from The CenterPlace Regional Event Center team prior to project kickoff. This plan will be delivered in a deck format at approximately 90 days. 3-month engagement beginning September 2025 If necessary, any material changes to this Scope of Work and additional billing will be mutually agreed upon between all parties. Reimbursable Expenses I Certain expenses incurred in the course of this engagement such as for travel, parking and the like will be included in a one -lump total of $1,500. This proposal does not include event planning or day-to-day operational execution. Columbia Hospitality will provide strategic consulting and recommendations to support CenterPlace's internal team. Exhibit B. QD '`�`R " CERTIFICATE OF LIABILITY INSURANCE DATE 10/1/2025YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Parker Smith & Feek Insurance LLC 2233 112th Ave NENo. CONTACT NAME: PHONE 425-709-3600 ac No ADDRIESS: Bellevue WA 98004 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Massachusetts Bay Insurance Company 22306 License#: PC-1719201 INSURED COLUHOS-01 Columbia Hospitality, Inc. Attn: Finance Department 2200 Alaskan Way, Suite Seattle WA 98121-3608 INSURER B: Allmerica Financial Benefit Insurance Company 41840 INSURER C : Palomar Excess and Surplus Insurance Company 16754 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:541114599 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 MMIDDNYYY) POLICY EXP 1MM/DD1YYYYJ LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE lxl OCCUR Y ZD2A39143612 10/1/2025 10/1/2026 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY S1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY D PRO- JECT LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2.000,000 WA STOP GAP $ 1,000,000 OTHER: B AUTOMOBILE LIABILITY AW2A90458712 10/1/2025 10/1/2026 COMBINED SINGLE LIMIT Ea accident $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS I INJURY (Per accident ( ) BODILY INRY P $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY X PROPERTYDAMAGE Per accident $ C UMBRELLA LIAB X OCCUR CEPXP25000018300 10/1/2025 10/1/2026 EACH OCCURRENCE $5,000,000 X AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ n $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBEREXCLUDED? N/A STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatoryin NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Liquor Liability ZD2A39143612 10/1/2025 10/1/2026 Each Common Cause $1,000,000 Aggregate $2, 000, 000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Cyber Liability/Network Security: CYT2024025501 10/01/2025 - 10/01/2026 : 5MM Claim; 25K Retention; Full Prior Acts Employee Theft/ERISA: J06703434 10/01/2025 - 10/01/2026 : 2MM/2,500 Ded City of Spokane Valley is additional insured on the general liability and auto liability policies per the attached endorsement/form. �n I IFRIMr V_ nvLuV_rt L;ANGtLLA I IUN City of Spokane Valley Attn: Marci Patterson, City Clerk Spokane Valley WA 99206 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 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: 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 SIIMMARY C117 r0VFRAC;FS 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) 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 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. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 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. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V — 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 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 11 - 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 oflnsurance. Hanover lnsurance 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 contractor 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