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HomeMy WebLinkAbout26-061.00 LHB, Inc. d.b.a. Inland Northwest Catering - CenterPlace Food Service AgreementContract No. 26- 061 AGREEMENT FOR CENTERPLACE CATERING SERVICES LHB Inc. I Longhorn Barbecue & Inland Northwest Catering THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and LHB, Inc. dba Longhorn Barbecue and Inland Northwest Catering, hereinafter "Contractor," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Grant of Catering/Concessions Privilege. The City grants Contractor exclusive authority for the sale of food and beverages, including alcoholic beverages, and provision of food and beverage services associated with such sales (collectively "food services") within CenterPlace as set forth in the Scope of Services, attached as Exhibit A and incorporated herein by reference, and as set forth herein. 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. Contractor shall complete its work by December 31, 2026. The City may extend the contract by exercising up to four one-year options by providing notice to the Contractor by September 30 of each year. The City may terminate this Agreement for material breach after providing the Contractor with at least 30 days' prior notice and an opportunity to cure the breach. The Contractor may terminate this Agreement for material breach after providing the City with at least 90 days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by 30 days' written notice to Contractor. 3. Events Booked after the Termination Date of this Agreement. Contractor agrees it shall not book any event for any subsequent calendar year nor collect any fee or deposit from any third party for such event at CenterPlace, unless the City has exercised the option year provided for in Section 2 above, or unless otherwise authorized in writing by the Parks and Recreation Director (the "Director"). 4. Administration. The Director or designee shall administer and be the primary contact for Contractor. Prior to commencement of work, Contractor shall contact the Director or designee to review the Scope of Services, schedule, and any other pertinent matters. Upon notice from the Director or designee, Contractor shall commence work, perform the requested tasks in the Scope of Services, stop work, and promptly cure any failure in performance under this Agreement. 5. Representations. City has relied upon the qualifications of Contractor in entering into this Agreement. By execution of this Agreement, Contractor 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. Contractor shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Contractor shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City -furnished information. 6. Standard of Care. Contractor shall exercise the degree of skill and diligence normally employed by professional Contractors engaged in the same profession, and performing the same or similar services at the time such services are performed_ Agreement for CenterPlace Catering Services Page I of 11 Contract No. 26-061 7. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Contractor shall accept modifications when ordered in writing by the City Manager or designee, so long as the modified work is within the scope of Contractor's area of practice. Changes in compensation for such modifications or changes shall be as mutually agreed between the Parties. Contractor 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. 8. Menu Pricing. Upon the effective date of this Agreement, the Contractor shall submit to the City, for approval by the Director, the menus and prices of primary food and beverage items which shall be utilized by Contractor during the term of this Agreement. This submittal is not intended to be a complete list of the menu and beverage items which may be served by Contractor during the term of this Agreement. The Parties agree that Contractor may create additional menu items to be added from time to time by Contractor in response to customer demand. Contractor shall exercise its best efforts to maintain a pricing practice consistent with the pricing set forth at the commencement of the Agreement. Contractor shall maintain records supporting the prices charged for new menu and beverage items. The Director reserves the exclusive right to review and approve the cost of providing food services under this Agreement, which specifically includes the prices charged for food, beverages, concessions and catering services. Contractor, pursuant to its reasonable business judgment and in consideration of prevailing market conditions in similar facilities located in the Spokane region, may request that the Director approve food, beverage, concession and catering price changes with such approval by the Director subject to his reasonable discretion. To support a requested price change, Contractor shall provide the Director with a written request, identifying the current and proposed prices, a survey of the prices charged in similar types of facilities within comparable markets, and such other information deemed relevant by the Director. Unless agreed otherwise in writing, price changes shall be effective 30 days following approval by the Director. 9. Compensation Terms. A. CenterPlace catered events. The Contractor agrees to pay the City a commission of 21 % of Total Gross Revenue for all food and beverage services provided at CenterPlace. The Contractor's commission rates for all categories shall automatically increase by 1% for sales exceeding $750,000 in any given calendar year as follows: a) $0 — $750,000 in sales revenue = 21% (Base Commission) b) $750,000.01 - $850,000 in sales = 22% c) $850,000.01 — $950,000 in sales = 23% d) $950,000.01 and above in sales = 23.5% For the purposes of determining the Total Gross Revenue for a given calendar year, only events that occurred during that specific calendar year shall apply, regardless of when funds are received. The automatic increases shall apply to the money received in the respective brackets. For example, the 21 % will apply to all dollars received up to and including $750,000, and the increased commission rate of 22% shall apply to any amounts received that exceeds $750,000 up to and including $850,000. Contractor shall submit all event orders to the City at least one week prior to each event and the City shall collect all fees owed by each customer. Contractor shall submit to the City a Agreement for CenterPlace Catering Services Page 2 of 11 Contract No. 26- 061 reconciliation report following the conclusion of each event for any additional sales of alcohol or other services provided to the customers. These additional sales shall be included in Total Gross Revenue for the purpose of calculating the City's commission. For the purposes of this agreement, "Total Gross Revenue" includes all payments by customers for catering services provided by Contractor, including but not limited to food, beverages, and services, and standard hospitality service fees, but excludes any applicable sales tax. B. Commercial kitchen use for offsite catering. The Contractor shall pay the City a $100 fee for use of the CenterPlace commercial kitchen for each offsite event plus the contracted commission percentage of the Total Gross Revenue received by Contractor for food and beverage prepared in the CenterPlace commercial kitchen for each offsite event. For the purposes of calculating commission owed to the City for offsite charity events, the commission shall be based on actual cost of food to be prepared by the contractor. Leasehold Excise Tax shall also be due on Commissions paid to the City for off -site events. C. Date / Form of Payment(s). i. For catered events at CenterPlace, the portion of each month's Total Gross Revenue owed to the Contractor shall be Paid by the City in two installments: (1) for the I" through the 15`h of each month; and (2) for the 16`h through the last day of each month. The City will provide the Contractor with a reconciliation report and request an invoice from the Contractor for the amount owed for each semi-monthly installment. The amount owed to the Contractor shall be the calculated based on the Contractor's Total Gross Revenue minus applicable commission amounts due to the City and minus Leasehold Excise Tax on those commission amounts. The City shall make payment to the Contractor within 30 days upon receipt of each invoice. The amount owed to the Contractor for each billing period shall be calculated as follows: Total Gross Revenue — [(Total Gross Revenue x commission rate) x (leasehold excise tax of 1.1284)] The City shall also forward the sales tax owed on the catering services to the Contractor. The Contractor shall be responsible for remitting the applicable sales taxes to the State. The City shall retain the following: [(Total Gross Revenue x commission rate) x (leasehold excise tax of 1.1284)] ii. For off -site events prepared at CenterPlace, applicable Fees, Commissions and Leasehold Tax shall be paid to the City within 30 days following the end of each month during which any use of the CenterPlace commercial kitchen for offsite events occurred. Agreement for CenterPlace Catering Services Page 3 of l l Contract No. 26- 061 D. Kitchen Equipment Reserve. Contractor shall pay the City $4,500 annually to be placed into a reserve fund to be used for repair and maintenance of the kitchen equipment at CenterPlace. Payment shall be made by check to the City within 45 days after the effective date of this Agreement, and by February 151 following the commencement of any option year. Contractor shall work with CenterPlace staff to assist in coordination of preventive maintenance programs for the kitchen equipment. CenterPlace agrees to keep the inventory of the kitchen the same as it is at the commencement of this Agreement. Payment shall be made to the City by delivery of a check to the Director. E. Penalties and interest for late payment of the Kitchen Reserve Fees, and off -site events where Commissions are owed to the City, shall be assessed as follows: • If paid 1 to 10 days late, there shall be a penalty of 5% added to the amount due • If paid 11 to 20 days late, there shall be a penalty of 7% added to the amount due • If paid 21 to 30 days late, there shall be a penalty of 10% added to the amount due • If paid 31 to 60 days late, there shall be a penalty of 15% added to the amount due • If paid in excess of 60 days late, there shall be a penalty of 20% added to the amount due • In addition to the above penalty, the City shall charge the Contractor interest on any outstanding kitchen reserve fees and off -site commissions at the rate of 1% per month. 10. Accounting Records. Contractor shall maintain accounting records in accordance with generally accepted accounting principles and shall report total gross revenue monthly to the City from food, beverage, and hospitality fees collected for off -site events and/or donated food costs together with any contracts or receipts from such events. 12. 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 CONTRACTOR: Name: LHB, Inc. dba Longhorn Barbecue & Inland Northwest Catering Phone: 509-768-3598 Address: PO Box 10045 Spokane, WA 99209 13. 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. Contractor states that its designs, construction documents, and services shall conform to all federal, state, and local statutes and regulations. Agreement for CenterPlace Catering Services Page 4 of 11 Contract No. 26- 061 11. Certification Regarding Debarment, Suspension, and Other Responsibilitv Matters — Primary Covered Transactions. A. By executing this Agreement, the Contractor 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 perfonning 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; 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. 12. Relationship of the Parties. It is understood and agreed that Contractor 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 Contractor. All employees who provide services to City under this Agreement shall be deemed employees solely of Contractor. The Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 13. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Contractor under this Agreement may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. City shall be permitted to retain 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 Contractor shall have no liability for the use of Contractor's work product outside of the scope of its intended purpose. 14. 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 Contractor'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. 15. Performance Bond. Contractor shall provide a performance bond of $75,000 on the City's bond forms Agreement for CenterPlace Catering Services Page 5 of 1 1 Contract No. 26- 061 16. Insurance. Contractor 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 Contractor, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Contractor's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 0001. 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 liability, independent contractors, products -completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit, using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured - Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Contractor 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 $1,000,000 each occurrence, and $3,000,000 general aggregate. Products -completed operations shall be written with aggregate limits no less than $3,000,000. C. Other Insurance Provisions. The Contractor's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Contractor'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 Contractor's insurance and shall not contribute with it. 2. Contractor 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. Agreement for CenterPlace Catering Services Page 6 of 11 Contract No. 26- 061 3. If Contractor 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 Contractor, irrespective of whether such limits maintained by Contractor 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 Contractor. 4. Failure on the part of Contractor 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 Contractor 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 Contractor 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:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor 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. 17. Indemnification and Hold Harmless. Contractor 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 the wrongful or negligent acts, errors, or omissions in the services provided by Contractor, Contractor's agents, subcontractors, 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 Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor'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. 18. 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. Agreement for CenterPlace Catering Services Page 7 of r l Contract No. 26- 061 19. 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. 20. Subcontracts. Except as otherwise provided herein, Contractor shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 21. Confidentiality. Contractor may, from time -to -time, receive information which is deemed by City to be confidential. Contractor shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 22. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Contractor shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Contractor 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 Contractor's services under this Agreement. Contractor further agrees that the Arbitrator(s)' decision therein shall be final and binding on Contractor and that judgment may be entered upon it in any court having jurisdiction thereof. 23. Cost and Attorney'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). 24. 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. 25. Anti -kickback. 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. 26. Business Registration. Contractor shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 27. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Contractor, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Contractor 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. Contractor, 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. Contractor shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Agreement for CenterPlace Catering Services Page 8 of 11 Contract No. 26- 061 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. In all solicitations, either by competitive bidding, or negotiation made by Contractor 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 Contractor of Contractors's 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. Contractor 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 Contractor is in the exclusive possession of another who fails or refuses to furnish the information, Contractor 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 Contractor'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: 1. Withholding payments to Contractor under the Agreement until Contractor complies; and/or 2. Cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Contractor 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. Contractor 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 Contractor becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Contractor may request that the City enter into any litigation to protect the interests of the City. In addition, Contractor 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 Contractor 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); Agreement for CenterPlace Catering Set -vices Page 9 of 1 1 Contract No. 26- 061 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 II 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 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 3 8; 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 VI, 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.). 28. 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. Agreement for CenterPlace Catering Services Page 10 of 11 Contract No. 26-061 29. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Facility Specifications, Access and Use C. Insurance Certificates D. Performance Bond The Parties have executed this Agreement this day of 1 , 2026. CITY OF KANE VALLEY J C John Ho an, City Manag r �r, APPROVED AS TO FORM: X � �' e'/f , /0-1Z"' �� � � � Office o e City Atto ey Contractor: Its: Authorized Representative Agreement for CenterPlace Catering Services Page I I of I I EXHIBIT A SCOPE OF SERVICES 1. Food Services A. Contractor shall make sales of foods and beverages, including alcoholic beverages, and provide associated food and beverage services (collectively "food services") for groups which utilize CenterPlace Regional Event Center, as provided herein. B. Contractor shall provide a catering team that includes an executive chef and designated salesperson dedicated to CenterPlace. Contractor may provide services offsite by utilizing this staff and kitchen facilities at CenterPlace with applicable fees and with prior approval by the City Parks and Recreation Director. C. Contractor shall provide examples of menus with various pricing strategies to meet the needs of CenterPlace guests when requested by the City. D. Contractor shall at all times maintain a high level of customer service and high quality of food and food service. E. Contractor shall inspect and monitor its own products and service levels by its staff. F. Contractor and the City shall develop a communication and meeting schedule that is mutually agreeable. a. A representative of Contractor shall communicate or be available for communication on ongoing and upcoming events with the City on a daily basis during business hours of CenterPlace. Contractor's representative shall be available for contact by the City by phone. b. Contractor shall provide an outside phone line and maintain it throughout the duration of this agreement for CenterPlace customer food service inquires. G. Contractor shall provide food services that range from traditional continental breakfasts to full - service multi -course dinners. Such services shall be of a type appropriate for formal, informal, and outdoor settings. H. Contractor shall be available to provide services at the facility during all hours CenterPlace is open as may be required to provide the services described herein. Contractor may not turn down service for any catered events at CenterPlace. I. Contractor shall perform all services under this Agreement being mindful of and not interrupting the ongoing public use of CenterPlace. Contractor and its employees and staff shall always be courteous and respectful to all clientele and staff of CenterPlace. J. Contractor shall hold and maintain a Washington State Master Business license with a spirits license at the time of the award of this contract. K. CenterPlace staff shall set tables, chairs and table settings per customer rental agreement. Contractor -provided food serving equipment and materials shall be clean, in good working order and quality. Contractor is to remove all nonperishable food, equipment, and table decorations from facility rooms no later than 24 hours after an event or two hours before the next event in that space. Whichever is sooner. Perishable food should be removed at the conclusion of each event. L. Contractor shall, as may be requested by the City, open concession stands to include food and beverage offerings during events, provided CenterPlace shall not request the Contractor to open a concession stand less than two weeks in advance of any event. M. Contractor shall, as may be requested by the City, offer espresso coffee service during events, provided CenterPlace shall not request the Contractor to open a concession stand less than two Exhibit A — Page 1 of 4 weeks in advance of any event. Should the Contractor not have the capability or equipment necessary to provide espresso coffee service, the City may provide espresso services through a third party. N. Contractor shall provide uniforms to be approved by the Director and shall require its employees to wear such uniforms at all events at CenterPlace. O. Contractor shall respond to any CenterPlace caterer or event referral within 24 hours or the next business day. The City shall have access on a quarterly basis to review any customer satisfaction surveys conducted by Contractor. P. The Contractor shall not utilize any employees at CenterPlace who have felony convictions in the past five years, or who have felony convictions involving theft or dishonesty, or which would be classified as a sexual offense without limitation on date of conviction. 2. Exclusivity Except as provided elsewhere in this contract, the Contractor shall have the exclusive right to provide food services to guests and users of CenterPlace during standard operating hours; provided that guests and users may bring small amounts of food and beverages (e.g., pastry tray and coffee) for meetings and small gatherings of 20 attendees or less. On Sundays only, guests and users of CenterPlace may choose to work with the CenterPlace contracted caterer or choose to self -cater their events, provided, however, the kitchen shall not be available for guest or outside caterer use and shall only be available for use by Contractor. Contractor may negotiate a rate with event organizers to allow alcoholic beverage service with donated wine/beer or service under a Special Occasion License issued to a bona fide nonprofit organization by the Washington State Liquor and Cannabis Board. In such instances, any negotiated fee shall be subject to the commission rates on total gross revenue owed to the City. 3. Special Events The City reserves the right to permit an event to sell and/or give away food and beverages not prepared by the Contractor in connection with a Special Event or City sponsored event for up to six times in CenterPlace during each calendar year, subject to the discretion of the Director. In such events, the kitchen will not be available for use by the Special Event participants. 4. Kitchen Use Contractor shall have sole use of the kitchen at the CenterPlace facility except that CenterPlace staff shall have access to the kitchen for warming meals, obtaining ice, brewing coffee, storing lunches, etc. 5. Required Contractor Positions During the term of this agreement, Contractor shall provide a dedicated Executive Chef and a dedicated Catering Salesperson to handle planning and sales of food services requested at CenterPlace. 6. Communication with City Contractor shall communicate all problems, customer service issues, questions, etc. daily with the CenterPlace Coordinator. Following groups or special events, Contractor shall inspect the work areas and notify the CenterPlace Coordinator of any damage, excessive cleaning required, etc. 7. Menu Upon the effective date of the Agreement, the Contractor shall submit to the City, for approval by the Director, the menus and prices of primary food and beverage items which shall be utilized by Contractor during the term of this Agreement. This submittal is not intended to be a complete list of the menu and beverage items which may be served by Contractor during the term of this Agreement. The Parties Exhibit A — Page 2 of 4 agree that Contractor may create additional menu items to be added from time to time by Contractor in response to customer demand. Contractor shall maintain pricing consistent with the pricing set forth at the commencement of the Agreement. Contractor shall maintain records supporting the prices charged for new menu and beverage items. The Director reserves the exclusive right to review and approve the cost of providing food services under this Agreement, which specifically includes the prices charged for food, beverages, concessions and catering. Contractor, pursuant to its reasonable business judgment and in consideration of prevailing market conditions in similar facilities located in the Spokane region, may request that the Director approve food, beverage, concession and catering price changes with such approval by the Director subject to his/her reasonable discretion. To support a requested price change, Contractor shall provide the Director with a written request, identifying the current and proposed prices, a survey of the prices charged in similar types of facilities within comparable markets, and such other information deemed relevant by the Director. Unless agreed otherwise, price changes shall be effective 30 days following approval by the Director. 8. Kitchen Cleaning During the term of this agreement, Contractor shall be responsible for cleaning the kitchen. The kitchen shall be maintained in good, safe and operable condition at all times and meeting all health requirements. Should the Contractor fail to perform its duties below, the City may, in addition to any other remedies provided herein, perform the cleaning duties, and charge the Contractor for all expenses associated therewith. Duties include, at a minimum, the following: Daily Cleaning o Collect and properly dispose of all kitchen grease. o Remove any dishes from walk-in cooler and wash, which will require Contractor and CenterPlace staff sharing the area at times. o Put away any cooking utensils and/or appliances. o Clean hard surfaces and counters. o Clean Dish Pit area after use, including interior of dish machine. Remove any and all food debris from interior and exterior sink strainers and floors. o Power down dish machine after use and inspect for damage or irregular conditions. o Turn off any fans, equipment or appliances. o Remove mats from the floor. o Break down and remove all carboard boxes to recycling container outside the loading dock. o Remove any waste from bar service to appropriate receptacles outside the loading dock. o Report any damage or malfunctioning equipment to CenterPlace Coordinator. Clean and Shine Weekly o Wipe down all hard surfaces, top to bottom. o Shine stainless steel tables, shelving and appliances. o Wipe down appliance doors, handles and shelving. o Wipe down and clean exterior and interior of garbage cans. o Descale dishwasher • Monthly o Clean interior of appliances. o Clean stovetop oven. • Quarterly Exhibit A — Page 3 of 4 o Deep clean stovetop and grill, to include any catch basins or pans. o Clean hood filters above the grilling area. o Clean grill. • Bi-Annually o Shine stainless steel hood systems interior and exterior. o Deep clean interior and exterior of appliances, to include racks. • Yearly o De -grease and detail the entire kitchen (excluding floors) to include walls, appliances and walk-in coolers. • CenterPlace Janitorial Contractor: o Will be responsible to clean the kitchen restroom and damp mop the kitchen floor daily and degrease the kitchen floor twice a week. o Will be responsible for emptying all garbage cans. • CenterPlace Staff o Will be responsible for the cleaning and upkeep of the ice machine. Exhibit A — Page 4 of 4 EXHIBIT B FACILITY SPECIFICATIONS, ACCESS AND USE The Contractor is granted exclusive permission to use and enter designated areas of CenterPlace Regional Event Center for the provision of food services as provided in this Agreement. The City shall permit Contractor to occupy the food service area for the purposes set forth in this Agreement. The food service area shall mean those areas in CenterPlace which are designated or otherwise authorized by the Director to be used for the operation of food services, which include, but are not limited to, the kitchen, banquet areas, classrooms, Fireside Lounge or other meeting rooms where food and beverages may be consumed. 2. The City shall have the right to make inspections of the food service area to ensure compliance with this Agreement. Further, the City reserves the right of ingress and egress through the food service area for the purpose of operating, maintaining and inspecting CenterPlace. Contractor shall return the facilities to a clean and sanitary condition at the end of each event. 3. The City shall bear the cost of ordinary maintenance, repair, and replacement of City - owned furnishings, fixtures, and equipment as a result of age and normal use, but not due to Contractor negligence. The Contractor shall be responsible for any and all damages, including costs of maintenance, repair or replacement of City -owned furnishings, fixtures, and equipment that are the result of Contractor's negligence. Contractor shall report any potential maintenance, repair, or replacement needs to the City upon discovery. Should a piece of equipment, fixture, or furnishing fail or otherwise become inoperable due to age or normal use, the City may choose in its sole discretion to either repair, replace with a comparable item, or, after discussions with Contractor, dispose of such item without replacement. Repairs and replacements shall be completed within a timeframe chosen at the sole discretion of the City after discussions with the Contractor. 4. Within 30 days from the effective date of this Agreement, Contractor shall provide to the City an inventory of all furnishings, fixtures, or other items of personal property used or to be used by Contractor in providing food services. As of the date of this Agreement, the City has identified the following as its inventory of City kitchen furnishings, fixtures, and equipment, which may be supplemented or modified at the City's discretion: 1. 1-Bunn o Matic large coffee maker, 6 gallon capacity model # U3 2. 2-Walk in coolers American Panel 3. 1-Walk in Freezer American Panel 4. Amana Commercial Microwave Model #RC17S 5. Hobart Commercial Dishwasher Model #D300-5036B 6. FryMaster Commercial Fryer Model #MJ45E-SC Exhibit B — Page 1 of 2 7. 2- F.W.E Food Warming Mobile Carts Model #UHS-4 Model # PST-16 8. 1-Manitowoc Ice Machine Model #SY-0854A 9. 1-Globe Food Slicer Model # 4600 10. 1- Hobart Commercial Mixer Model # D300-5036B 11. Star Conveyor Toaster Model # QCS2-500 12. 1- Delfield Drop In Hot Food Well Model #N8745-D 13. 1-Delfield Refrigerated Equipment Stand Model # F2875 14. 1-Delfield Reach In Cooler Model # 4448N-12 15. 1- Hatco Glo Ray Food Warmer Model # GRAH-72 16. 1-Robot Coupe Commercial Food Processor Model # RX6 17. 1-Salvajor Commercial Disposer Model # 200-SA-MRSS 18. 1-Wells Free Standing Drawer Warmer Model # RW-2 19.6- Wolf Commercial Convection Ovens Model #WKGD- 10 20. 1-Wolf Commercial Griddle Model # VT48-11 21. 1-Wolf Commercial Broiler Model # VC24-18 22. 1-Wolf Commercial Stove Top With Oven 23. 1-Wolf Commercial Salamander Broiler 24. 1-Rational Self Cooking Center Model # SCC-202 25.2-BrewMatic Airpot Coffee Brewers Model # 1010546 26. 1-Duke Commercial Steam Table Model # DC-EP304-28SS-M 27. 1-Duke Commercial Cold Food Table Model # DC-327-25SS-N7-M Upon termination of this Agreement, each of the Parties shall retain their respective furnishings, fixtures, and equipment. Contractor shall identify any necessary repair or maintenance that is required, or damage caused by someone other than the Contractor to City furnishings during the term of this Agreement. Upon termination of this Agreement, any damage to City inventory shall be presumed to have been caused by Contractor unless otherwise identified by the Contractor as provided above, and City may require Contractor to pay for all costs of repair at Contractor's sole expense. Contractor shall have access and use of Rooms 133, 134,138, and 145 for their office and dry storage needs as well as use of two refrigerators and one freezer. 6. Keys for access to CenterPlace shall be issued to Contractor by the Director as necessary to allow for efficient event preparation. Exhibit B — Page 2 of 2 Exhibit C. LONGBAR-02 VRICHARDSON ACORO" MM>oDmYn CERTIFICATE OF LIABILITY INSURANCE 12DATE (MWODI s 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 CONTACT Alliant Insurance Services, Inc, H No, Ext : 509 325-3024 FAX, No :(509) 325-1803 818 W Riverside Ave Ste 800 E LAIC Spokane, WA 99201 INSURED Longhorn Barbecue Inc 2315 N Argonne Road Spokane Valley, WA 99212 F: Selective Insurance South COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE EKOCCUR �( S2566722 10/712025 10/712026 EACH OCCURRENCE y 1,000,000 DAMAGE TO RENTED 500,000 $ MED EXP oneperson) $ 15,000 PERSONAL & ADV INJURY S 1,000,OU0 GENT AGGREGATE LIMIT APPLIES PER X POLICY ❑ %COT 1-1LOC OTHER GENERAL AGGREGATE $ 3,000,000 PRODUCTS-COMPIOP AGG S 3,000,000 A AUTOMOBILE LIABILITYCOMBINED X ANY AUT OWNED SCHEDULED AURRTEEODDS ONLY AUTOS o HIP ONLY AUTOS ONLY S2566722 1017/2025 1017/2026 SINGLE LIMIT $ 1,000,000 BODILY INJURY PerPerson) S BODILY INJURY Per accident S PerOacEcRldent AMAGE $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE _ E DIED I I RETENTIONS A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY CPROPREIETgOERRIPARTNEWEXECUTIVE Y(❑N lalanda4Ra� in NH) EXCLUDEDT lMa d tJn) Ryes, describe under DESCRIPTION OF OPERATIONS below NIA 52566722 10/7l202$ 10Rl2026 PER OTH- E.L. EACH ACCIDENT $ 1000,000 E.L. DISEASE -EA EMPLOYEE 1,000,000 $ E.L. DISEASE - POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached it more space is required) CenterPlace Regional Event Center 2426 N Discovery Place Spokane, WA 99216 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 sw� PR1 Cl+ ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD �4lliant Certificate Disclaimer Alliant Insurance has recently updated their Certificate of Liability procedures to minimize unnecessary errors and to help clients and certificate holders understand the limitations and provisions outlined in their insurance policies. We will do so by adhering to the recommendations found in the recent Acord form manual and by staying compliant with state statute WAC 284-30-355 and (ORS)744.074(i)(e). Alliant aims to ensure clarity and accuracy in coverage interpretation while also protecting the interests of its clients and certificate holders. While we can still add specific details such as job numbers, contract names, event dates, or specific locations on certificates, it's crucial to note that Alliant cannot bind our insurers to anything beyond what is specified in the endorsement. If the Additional Insured box is checked, individuals can refer to the Additional Insured endorsement attached to their certificate for detailed coverage information. Ultimately, coverage is determined by the policy, its terms, and individual endorsements, and as established by the contract between the Named Insured and the Additional Insured. If there are any further inquiries or requests for clarification, please do not hesitate to reach out to us for further assistance. Alliant Insurance Services, Inc. 818 W Riverside Ave Ste 800 Spokane, WA 99201 LO N N U7 N N LL 0 0 0 0 0 B. Subparagraph 1.d. under SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is deleted in its entirety and replaced with the following: 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 $1,000 a day because of time off from work. SECTION 11— WHO IS AN INSURED — Amendments Not -for -Profit Organization Members The following paragraph is added to SECTION II — WHO IS AN INSURED: If you are an organization other than a partnership, joint venture, or a limited liability company, and you are a not -for -profit organization, the following are included as additional insureds: 1. Your officials; 2. Your trustees; 3. Your members; 4. Your board members; 5. Your commission members; 6. Your agency members; 7. Your insurance managers; 8. Your elective or appointed officers; and 9. Your "not -for -profit members". However only with respect to their liability for your activities or activities they perform on your behalf. Employees As Insureds Modified A. Subparagraph 2.a.(1)(a) under SECTION II — WHO IS AN INSURED does not apply to "bodily injury" to a "temporary worker" caused by a co -"employee" who is not a "temporary worker". B. Subparagraph 2.a.(2) under SECTION II — WHO IS AN INSURED does not apply to "property damage" to the property of a "temporary worker" or "volunteer worker" caused by a co -"employee" who is not a "temporary worker" or "volunteer worker". C. Subparagraph 2.a.(1)(d) under SECTION II —WHO IS AN INSURED does not apply to "bodily injury" caused by cardio-pulmonary resuscitation or first aid services administered by a co -"employee". With respect to this provision only, Subparagraph (1) of Exclusion 2. e. Employer's Liability under SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY does not apply. Newly Formed Or Acquired Organizations A. Subparagraph 1a. under SECTION II — WHO IS AN INSURED is deleted in its entirety and replaced with the following: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. However, COVERAGE A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. B. The following paragraph is added to SECTION II —WHO IS AN INSURED, Paragraph 3: If you are engaged in the business of construction of dwellings three stories or less in height, or other buildings three stories or less in height and less than 25,000 square feet in area, you will also be an insured with respect to "your work" only, for the period of time described above, for your liability arising out of the conduct of any partnership or joint venture of which you are or were a member, even if that partnership or joint venture is not shown as a Named Insured. However, this provision only applies if you maintain or maintained an interest of at least fifty percent in that partnership or joint venture for the period of that partnership or joint venture. This provision does not apply to any partnership or joint venture that has been dissolved or otherwise ceased to function for more than thirty-six months. With respect to the insurance provided by this provision, Newly Formed or Acquired Organizations, the following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY, Paragraph 4. Other Insurance, Subparagraph b. Excess Insurance: The insurance provided by this provision, Newly Formed or Acquired Organizations, is excess over any other insurance available to the insured, whether primary, excess, contingent or on any other basis. (All other provisions of this section remain unchanged) Blanket Additional Insureds — As Required By Contract A. Subject to the Primary and Non -Contributory provision set forth in this endorsement, SECTION II — WHO IS AN INSURED is amended to include as an additional insured: 1. Owners, Lessees or Contractors/Architects, Engineers and Surveyors a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in a written contract, written agreement or written permit that such person or organization be added as an additional insured on your commercial general liability policy; and Copyright, 2023 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission INSURED'S COPY CG 73 00 10 23 Page 5 of 10 b. Any other person or organization, including any architects, engineers or surveyors not engaged by you, whom you are required to add as an additional insured under your policy in the contract or agreement in Paragraph a. above: Such person or organization 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: (1) Your acts or omissions; or (2) The acts of omissions of those acting on your behalf; in the performance of your ongoing operations performed for the additional insured in Paragraph a., above. However, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services by or for you, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. Professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you in connection with your operations in your capacity as a construction contractor. A person or organization's status as an additional insured under this endorsement ends when your operations for the person or organization described in Paragraph a. above are completed. 2. Other Additional Insureds Any of the following persons or organizations with whom you have agreed in a written contract, written agreement or written permit that such persons or organizations be added as an additional insured on your commercial general liability policy. a. Lessors of Leased Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. b. Managers or Lessors of Premises Any person or organization from whom you lease premises, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by you or those acting on your behalf in connection with the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant of that premises. c. Mortgagees, Assignees or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of your premises. This insurance does not apply to any "occurrence" which takes place after the mortgage is satisfied, or the assignment or receivership ends. d. Any Person or Organization Other Than A Joint Venture Any person or organization (other than a joint venture of which you are a member), but 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 of omissions of those acting on your behalf in the performance of your ongoing operations or in connection with property owned by you. e. State or Governmental Agency or Political Subdivision — Permits or Authorizations Any state or governmental agency or subdivision or political subdivision, but only with respect to: (1) Operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization; or Copyright, 2023 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. INSURED'S COPY CG 73 00 10 23 Page 6 of 10 ti N to Ln N Cn LL 0 0 0 0 (2) The following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance. This insurance does not apply to: 1. "Bodily injury" or "property damage" arising out of operations performed for the federal government, state or municipality; or ii. "Bodily injury" or "property damage" included within the "products -completed operations hazard". With respect to Paragraphs 2.b. through 2.d., this insurance does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. B. The insurance coverage afforded to the additional insureds in this coverage extension: 1. Does not apply unless the written contract or written agreement has been signed by the Named Insured or written permit issued prior to the "bodily injury" or "property damage" or "personal and advertising injury"; 2. Only applies to the extent permitted by law; and 3. Will not be broader than that which you are required by the written contract, written agreement, or written permit to provide to such additional insured. Broad Form Vendors Coverage Subject to the Primary and Non -Contributory provision set forth in this endorsement, SECTION II — WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) for whom you have agreed in a written contract or written agreement to provide coverage as an additional insured under your policy. Such person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendors business. However, the insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement; however this exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; or f. Products which, after distribution or sale by you, have been labeled or re -labeled or used as a container, part of ingredient of any other thing or substance by or for the vendor; however this insurance does not apply to any insured person or organization, from who you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. The provisions of this coverage extension do not apply unless the written contract or written agreement has been signed by the Named Insured prior to the "bodily injury" or "property damage". Copyright, 2023 Selective Insurance Company of America. All rights reserved. CIS 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 10 INSURED'S COPY Incidental Malpractice Subparagraph 2.a.(1)(d) under SECTION II — WHO IS AN INSURED is deleted in its entirety and replaced with the following: (d) Arising out of his or her providing or failing to provide professional health care services. This does not apply to nurses, emergency medical technicians or paramedics if you are not in the business or occupation of providing any such professional services. This also does not apply to "bodily injury" caused by cardio-pulmonary resuscitation or first aid services administered by a co -"employee". This provision does not apply if you are a Social Service or Senior Living risk. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS — Amendments Knowledge Of Occurrence, Claim, Suit Or Loss The following is added to Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The requirements under this paragraph do not apply until after the "occurrence" or offense is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An "executive officer" or insurance manager, if you are a corporation; 4. Your members, managers or insurance manager, if you are a limited liability company; or 5. Your elected or appointed officials, officers, members, trustees, board members, commission members, agency members, or your administrator or your insurance manager if you are an organization other than a partnership, joint venture, or limited liability company. Primary and Non -Contributory Provision The following is added to Paragraph 4. Other Insurance, b. Excess Insurance under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is primary to and we will not seek contribution from any other insurance available to an additional insured under this policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in a written contract, written agreement or written permit that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Unintentional Failure To Disclose Hazards The following is added to Paragraph 6. Representations under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: However, if you should unintentionally fail to disclose any existing hazards in your representations to us at the inception date of the policy, or during the policy period in connection with any additional hazards, we shall not deny coverage under this Coverage Part based upon such failure to disclose hazards. Waiver Of Transfer Of Rights Of Recovery The following is added to Paragraph 8. Transfer of Rights Of Recovery Against Others To Us under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We will waive any right of recovery against a person or organization because of payments we make under this Commercial General Liability Coverage Part. This waiver applies only if the insured has agreed in a written contract or written agreement to: 1. Waive any right of recovery against that person or organization; or 2. Assume the liability of that person or organization pursuant to a written contract or written agreement that qualifies as an "insured contract'; and 3. Include such person or organization as an additional insured on your policy. Such waiver by us applies only to that person or organization identified above, and only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. Liberalization The following condition is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If we revise this Coverage Part to provide more coverage without additional premium charge, subject to our filed company rules, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 10 INSURED'S COPY to N ti co CD N LL 0 0 0 0 C. Two or More Coverage Parts or Policies Issued By Us (This provision is not Applicable in the state of New York or Wisconsin). The following condition is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: It is our intention that the various coverage parts or policies issued to you by us, or any company affiliated with us, do not provide any duplication or overlap of coverage. We have exercised diligence to draft our coverage parts and policies to reflect this intention. However, if the facts and circumstances that will respond to any claim or "suit" give rise to actual or claimed duplication or overlap of coverage between the various coverage parts or policies issued to you by us or any company affiliated with us, the limit of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limit under this coverage, or any one of the other coverage forms or policies. This condition does not apply to any Excess or Umbrella policy issued by us specifically to apply as excess insurance over this coverage part or policy to which this coverage part is attached. SECTION V — DEFINITIONS Discrimination (This provision does not apply in New York). A. The following is added to Definition 14. "Personal and advertising injury": "Personal and advertising injury" also means "discrimination" that results in injury to the feelings or reputation of a natural person, however only if such "discrimination" or humiliation is: 1. Not done by or at the direction of: a. The insured; or b. Anyone considered an insured under SECTION II — WHO IS AN INSURED; 2. Not done intentionally to cause harm to another person. 3. Not directly or indirectly related to the employment, prospective employment or termination of employment of any person or persons by any insured. 4. Not arising out of any "advertisement" by the insured. B. The following definition is added to SECTION V — DEFINITIONS: "Discrimination" means: a. Any act or conduct that would be considered discrimination under any applicable federal, state, or local statute, ordinance or law; b. Any act or conduct that results in disparate treatment of, or has disparate impact on, a person, because of that person's race, religion, gender, sexual orientation, age, disability or physical impairment; or c. Any act or conduct characterized or interpreted as discrimination by a person based on that person's race, religion, gender, sexual orientation, age, disability or physical impairment. It does not include acts or conduct characterized or interpreted as sexual intimidation or sexual harassment, or intimidation or harassment based on a person's gender. Electronic Data The following definition is added to SECTION V — DEFINITIONS: "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cell, data processing devices or any other media which are used with electronically controlled equipment. For the purpose of the Electronic Data Liability coverage provided by this endorsement, Definition 17. "Property damage" is deleted in its entirety and replaced by the following: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence" that caused it. For the purpose of the Electronic Data Liability coverage provided by this endorsement, "electronic data" is not tangible property. Employee Amendment Definition 5. "Employee" under SECTION V — DEFINITIONS is deleted in its entirety and replaced by the following: 5. "Employee" includes a "leased worker", or a "temporary worker". If you are a School, "Employee" also includes a student teacher. Golfing Facility The following definition is added to SECTION V — DEFINITIONS: "Golfing facility" means a golf course, golf club, driving range, or miniature golf course. Copyright, 2023 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission INSURED'S COPY CG 73 00 10 23 Page 9 of 10 Mental Anguish Amendment (This provision does not apply in New York). Definition 3. "Bodily injury" under SECTION V — DEFINITIONS is deleted in its entirety and replaced with 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. This includes mental anguish resulting from any bodily injury, sickness or disease sustained by a person. (in New York, mental anguish has been determined to be "bodily injury"). Not -for -profit Member The following definition is added to SECTION V — DEFINITIONS: "Not -for -profit member" means a person who is a member of a not -for -profit organization, including clubs and churches, who receives no financial or other compensation. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10 of 10 INSURED'S COPY