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HomeMy WebLinkAboutFramework Cultural Placemaking ( Platform LLC ) - Downtown Pasco Master Plan PROFESSIONAL SERVICES AGREEMENT {FRAMEWORK} THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereina$er referred to as "City", and {FRAMEWORK}., hereinafter referred to as"Consultant,"on the ZB�`` day of J u Ly , 20?,��\ RECITALS WHEREAS,the City desires to have certain services and/or tasks performed as set forth below requiring specialized skills,training,equipment, and otlier supportive capabilities;and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience,equipment,and necessary capabilities,including:technical and professional expertise, when required,to perform the services and/or tasks as set forth in this Agreement upon which the City is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein,the parties agree as follows: 1. ScoRe of Services. The Consultant shall petform such services and accomplish such tasks, including the furnishing of all labor,materiais, facilities and equipment necessary for full performance thereof, as identified and designated as Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in[Exhibit A],attached hereto and incorporated herein{the"ProjecY'). 2. Term. This Project shall begin on the execution date listed above and promptly be completed by 04/29/2022. 3. Comaensation and Pavment. 3.1 Payment for services provided hereunder shall be made following the performance of such services. Such payment shall be full compensation for woric performed or services rendered, and for a11 labor,materials,supplies, equipment, and incidentals necessary to complete the Project. 3.2 No payment shall be made for any services rendered by the Consultant except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. 3.3 The City shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. The City shall approve all invoices before payment is issued. Payment shall occur within thirty(30) days of receipt and approval of an invoice. Professional Services Agreement—{FRAMEWORK} {DOWN'fOWN PASCO MASTER PLAN} Page 1 of 10 3.4 The City shall pay khe Consultant for all work performed and expenses incurred under this Agreement, as follows. ❑ Hourly(Single Rate): $ per hour plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $ without prior written authorization by the City; or ❑ Houriy (Multiple Rate): Such rates as identified on [Exhibit No./Letter], plus actual expenses incurred as provided under this Agreement,but not to exceed a totai of$ without the prior written authorization by the City; or 6�7 Fixed Sum: A total of�_110,000.00 ❑ Other: 4. Re orts and Ins ections. 4.1 The Consultant at such times and in such forms as the City may require, shall ' furnish to the City such statements, records, studies, surveys, reports, data, and information as the City may request pertaining to matters covered by this Agreement. 4.2 The Consultant shall,at any time during normal business hours and as often as the City or the Washington State Auditor may reasonably deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the City, or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The City shall receive a copy of all audit reports made by the agency or firm as to the Consultant's activities. The City may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Consultant's activities which relate,directly or indirectly,to this Agreement. Consultant shall be provided a copy of such reports. 4.3 The Consultant, during the term of this Agreement, shall obtain all permits and registration docutnents necessary for the performance of its work and for the execution of services at its own expense, and shall maintain its validity. Upon request,the Consultant shall deliver to the City copies of these licenses,registration documents,and permits or proof of their issuance or renewal. 4.4 Consultant shall maintain books, records and documents, which suff'iciently and properly reflect all direct and indirect costs related to the performance of this Agreement,and shal�maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. Professional Services Agreement—{FRAMEWORK} {DOWNTOWN PASCO MASTER PLAN} Page 2 of 10 These records shall be subject, at all reasonable times, to inspection, review, or audit as provided above. 4.5 The Consultant shall retain all books,records,documents or other material relevant to this Agreement for three(3)years after its expiration. Consultant agrees that the City, or its designee, shall have fizll access and right to examine any of said materials at all reasonable times during this period. 5. Qwnershin and dJse of Documents. 5.1 All research,tests,surveys,preliminary data,information,drawings and documents made, collected,or prepared by the Consultant for performing the services subject to this Agreement, as well as any final product, collectively referred to as "work product,"shall be deemed as the exclusive property of the City,including copyright as secured thereon. Provided, however, that the Contractor may use copies of the final versions of the work product that it creates pursuant to this contract for its portfolio and publicity purposes so long as the work product does not reflect the City's confidential information. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. Any prior copyrighted materials owned by the Consultant and utilized in the performance of the services under this Agreement, or embedded in with the materials, products and services provided thereunder, shall remain the property ofthe Consultant subject to a license granted to the City for their continued use of the products and services provided under this Agreement. Any work product used by the Consultant in the performance of these services which it deems as "confidential," "proprietary,"or a"trade secret"shall be conspicuously designated as such. 5.2 In the event of Consultant's default, or in the event that this Agreement is terminated prior to its completion, the work product of the Consultant, along with a summary of the services performed to date of default or termination,shall become the property of the City, and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of services provided shall be prepared at no additional cost, if the Agreement is terrninated through default by the Consultant. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of seroices provided. 6. Public Records. 6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW "Public Records Act." All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. Professional Services Agreement—{FRAMEWORK} {DOWNTOWN PASCO MASTER PLAN} Page 3 of 10 6.2 If the Cansultant becomes a custodian of public records of the City and request for such records is received by the City, the Consultant shall respond to the request by the City for such records within�ve (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (20) business days unless extraordinary good cause is shown. 6.3 In the event the City receives a public records request for protected work product of the Consultant within its possession, the City sha1S, prior to the release of any protected work product or as a result of a public records request or subpoena, provide Consultant at least ten{10)business days prior written notice of the pending release and to reasonably cooperate with any legal action which may be initiated by the Consultant to enjoin or otherwise prevent such release. 7. Indc endent�oniractar Relatianshi . 7.1 The parties intend that an independent contractor relationship is created by this Agreement. The City is interested primarily in the results to be achieved; subject to the scope of services and the specific requirements of this Agreement, the implementation of services will lie solely with the discretion of the Consultant. No agent, employee, officer ar representative of the Consultant shall be deemed to be an employee, agent, officer, or representative of the City for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the City provides for its employees. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, officers, subcontractors or representatives during the performance of this Agreement. 7.2 In the performance of the services provided in this Agreement, Consultant is an independent contractor with full authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the City and shall be subject to the City's general rights of inspection and review to secure the satisfactory completion thereof. 7.3 The Consultant shall comply with all State and Federal laws including, but not limited to: 7.3.l The definition requirements of RCW 50.04.140 (Employment Security). 7.3.2 RCW 51.08.195 (Industrial Insurance), 7.3.3 Obtain a City of Pasco business license. 7.4 The City may,at its sole discretion,require the Consultant to rennove any employee, agent or servant from employment on this Project who,in the City's sole discretion, may be detrimental to the City's interest. Professional Services Agreement—{FRAMEWORK} {DOWNTOWN PASCO MASTER PLAN} Page 4 of 10 8. Indemnification. 8.1 The Consultant shall defend, indexnnify, and hold harmless the City, its officers, officials, employees, and volunteers haxmless frozn any and all claims, injuries, damages,losses or suits including attomey fees,arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 8.2 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 dury and cost to defend,hereunder shall be only to the extent ofthe 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 purposes 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. 8.3 No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. 8.4 This indemnification shall include damages, penalties and attorney fees sustained as a result of Consultant's delayed or failed performance of Section 6 above. 9. Insurance. The 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 the Consultant, its agents, representatives, employees, or subcontractors. The Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at(aw or in equity. 9.1 Minimum Sco�e ot'Insurance. Consultant shall obtain insura�►ce of the types and coverage described below: 9.1.1 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 00 O1. 9.1.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 O1 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under Professional Services Agreement—{FRAMEWORK} {DOWNTOWN PASCO MASTER PLAN} Page 5 of 10 I I i the ConsultanYs 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 endorsement form CG 20 26. 9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 9.1.4 Professional Liability insurance appropriate to the Consultant's profession. 9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 9.22 Commercial General Liability insurance shall be written with limits no Iess than: � $2,000,000 each occurrence; and �1 $2,000,000 general aggregate; 9.2.3 Professional Liability insurance shall be written with limits no less than: (tQ $Z,000,000 per claim; and � $2,000,000 golicy aggregate limit; 9.3 Other Insurance Provision. The Consultant's Automobile Liability, Professional Liability,and Commercial General Liability insurance policies are to contain,or be endorsed to contain that they shall be primary insurance as respect the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 9.3.1 The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party,except after thirty(30)days prior written notice by certified mail,return receipt requested,has been given to the City. 9.4 Acceptability of lnsurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 9.5 Verification of Covera�e. Consultant shall furnish the City with original certif cates 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. Professional Services Agreement—{FRAMEWORK} {DOWNTOWN PASCO MASTER PLAN} Page 6 of]0 9.6 Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation within two (2) business days of their receipt of such notice. 9.7 City Full Availabilitv of Consultant Limits. If the Consultant maintains higher insurance limits than the minimums shown above,the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant,inespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability]ower than those maintained by the Consultant. 9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract,upon which the City may,after giving f ve(5)business days notice to the Consultant to conect the breach,immediately terminate the Agreement or,at its discretion,procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of thc City,offsct against funds duc thc Consultant from thc City. 10. �ondiscritnination. In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment on the grounds of race, creed,color,national origin,sex,marital status, age or the presence of any sensory,mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Consultant shall ensure that applicants are employed, and that employees are treated during empioyment in the performance of this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Consultant shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and Federal laws prohibiting discrimination in employment. 11. Coven�nt A�siast Centin�ent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant,to solicit or secure this Agreement; and that it has not paid or agreed to pay any company, person or firm, other than a bona fide employee working exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to terminate this Agreernent. 12. AssiQnment and 5ubcontractin�. 12.1 The City has awarded this Agreement to the Consultant due to its unique qualifications to perform these services. The Consultant shall not assign (or Professional Services Agreement—{FRAMEWORK} {DOWNTOWN PASCO MASTER PLAN} Page?of 10 subcontract other than as specifically identified in Exhibit A)its performance under this Agreement or any portions of this Agreement without the prior written consent of the City,which consent must be sought at least thirty(30)days prior to the date of any proposed assignment. 12.2 Any work or services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section 10, Nondiscrimination;proper bidding procedures where applicable;and all local,State and Federal statutes,ordinances and guidelines. 12.3 Any technical or professional service subcontract not listed in this Agreement,must have prior written approval by the City. 13. Termination. 13.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the otherparty no less than ten(10)business days written notice in advance of the effective date of such termination. 13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement,or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the Ci#y may terminate this Agreement for cause. Termination shall be effected by serving a notice of tertnination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. 14. General Provisions. 14.1 For the purpose of this Agreement, time is of the essence. 14.2 Notice. Notice provided for in this Agreement shall be sent by: 14.2.1 Personal service upon the Project Administrators; or 14.2.2 Certified mail to the physical address of the parties, or by electronic transmission to the e-mail addresses designated for the parties below. 14.3 The Project Administrator for the purpose of this Agreement shall be: 14.3.1 For the City: Rick White,or his/her designee Director, Community&Economic Development 525 N. 3rd Avenue �Pasco,WA 99301 (509) 545-3441 whiter@pasco-wa.gov _ Professional Services Agreement—{FRAMEWORK} {DOWNTOWN PASCO MASTER PLAN} Page 8 of 10 14.3.2 For the Consultant: Jeff Arango,AICP Project Manager FRAMEWORK (206)347-8533 j eff@weareframework.com 15. D'esaute Resolution. 15.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the 3tate of Washington and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington. ]5.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A,as atnended,with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other similar event or other provision of this Agreement. 17. lntc�ration. This Agreement between the parties consists in its entirety of this document and any exhibits,schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 18. Aut�orizafion. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed on the date first written above. CITY OF PASCO,WASHINGTON CONSULTANT Dave Zabell,C ger{>$50,000) {FRAMEWORK} Department Director(<$50,000) ATTEST: Professiona!Services Agreement—{FRAMEWORK} {DOWNTOWN PASCO MASTER PLAN} Page 9 of 10 J ^��v`L� V1 !WY �l' �-- Debra C.Barham, City Clerk APPROVED AS TO FORM: . Kerr Fe son Law,PLLC,Gity Attorney Professional Services Agreement—{FRAMEWORK} {DOWI*1TOWN PASCO MASTER PLAN} Page 10 of 10 - � . �� � , _ � � � ��. .� � � ��. � t�� � , ���� , , � , - . �-. � -� ���] ,, '� ik '�V L��:" � - ���� / '� _ � �. �. � .,i,: 1 ^ .. � _-..�V yn--� • � � I � - �-i� �� � _ ,�1, � . « � � �� ��.� I f _._ ,�.'..�� '� � � I � R � � � I y �_� �_4 � % .. . �1 ��f .1. -. __ N v-1� y I � I ; ��'--___ �.���'-�-'._� - � � �II �-- �.�-__ ___ _ _ _ ��' � �;__�"-r�-_ _'__-_ '.�.p - - � I ����. _ �' ��-- - -- ' � �: � � - - ��_---�� _ _ _��, .- — _ '�c�-_`_-�`'__ -'�'�-__. _ _ " � - �'-� - =�� � - - �� - ~=��� Downtown Pasco Master Plan - �� __=��- _ _ _ r� __ --�_ �_ ____ _ �=�=-_ =E_ - -- _ -�� -- �. � . . , �� � i� i��R �� ��yn ��_�' '4 � � - "). ' 1. /`. '.. + ,r`� � . . � � ► -f�. •' �,� ��� � ix,��Ik��j � �-�� ' , V�. `�� r , y � _y,v. '�`°� � yr.�' . et ,1C J�����;� � i_ ,, :, 3 � 1 T � �':`y�.�( , 1. � .. „ ����"� "_, ' 's' .r, " . ' " : .� ` �L11_� -:T�. ;���` �.3" :t-'s — �.� -4—' , , �y . . � _ _„��_.� .. . , - '- _ � -� - '' -� _ - ..-.� � � .+� Y` � f ��;� ,a�:- •� - � t � �/ _� � !'1'� ��••-J� � �� �� � i f � ��� v i 'ii� July 2021 'I ! �,'. . �' . � f�� II _.,-•� '� -� � � �� _ `!�'� �► _ `- � � _��� _ �.� ; � ,��-_ �= i:�- k�� P�ro� Ec� ovE�v� Ew The City of Pasco intends to create a new plan for powntown that builds upon existing assets, provides coordination for several ongoing Downtown projects,and engages the community around a shared vision for the future. Engagement opportunities include a visioning workshop, a project webpage, an online survey, an open house, and several board and commission meetings.The design of the Downtown Plan will be specific to Pasco and reflect the unique people, places,and culture within Downtown and the broader community.The Plan will focus on implementation and provide the City and the community with detailed strategies and actions that can be realized in the short and long-term. The consultant team will be led by Framework with support from BDS Planning and Design for stakeholder outreach and ECONorthwest for real estate and market analysis. GREATER DOWNTOWN AREA in� �.; J1 �PARKS DPDA AREA `\ L� � �SCHOOLS ._jGREATERDOWNTOWN 11 �1��i,'� � �� ��. PRINCIPALARTERIAL �___;DOWNTOWN HEART 1 , MINORARTERIAL ,IXISTINGASSETS � �•�" 3 �y COLLECTOR �� �����i �/ � B` ��'^ _ '-.�,p' r'� !; -,�,a,,,, - �, ;� � � � ',f 'Wcas Park"M� ' I i� .'V , ''4 I '� ' . il _, �— � �� �E_ ,� � f �7 a � � �. �'J'�- ..�` � 7\�k E i Centenmal Park� ' _ , �j' � 1 I 'i �S ;` (d �` ; � , t � , f_ : �_ � � J � � � _ks ,' � (� L �+ , � �' � `1 �� i , �� , � - «�n.�:� .J�=_ �.i;� � � � �� � - � � _�' _ �` � �� , r PascoHigh �,! _ 1k 1] _____' School �� ��-.�.._` i I .I. �� , �. L.-r� � � � Franklin Couim� { t � � COUrtlioUse� 1 �.pM7kAK� �, i � s.station -_1 volumeei � ' i� Pa'�'1 � � E�,�,�«,.��� ; r� Na„ F,A �,i{.r��,3 �Lourdes � ... . �� G��' � S�aro�.irii MedicalCente`��°r. .' PasG�. . �3, ti� f� �1 r .� � Sylvesterva�k ���� � J ' ' � f � � -,1z(� �� ' ye[4 gs'' ��,�rs 5 _ LQ`u`5� .i}� � .� l V � �: -' � ^, � , . .. ,� -�3 � N� L5��. � �SllBtta - 1 �I�i � 1,, �I �. l �utid�COVum6ia wp�""`��� - �s «'aa Ut4a�Ke��,qa�N41 � M��Na ky �iaiy . , _ .';��`y"` BaK�y� ?�ps�oFacrt+ .� � t � ec� � . � p55��tc�O�bl89' ��.;i: .54���he� � _ � � — • .� _ _� � � �r � � � �:��� � �2`, — — — � i� _,.��. a,k ��I Il . �� LJ�J Lr �) � � � �/ : �--��r. � _ _ �-�� � � 1 scoPE oF �oRK � � � TASK 1:PROJECT MANAGEMENT 1.1 Project Kick-off • 12 Project Management • • • • • • • • • • • 1.3 Meetings with City Staff • • • • • • • • • • • Task 2- Existing Conditions ,■�.- 2.1 Review Existing Plans,Policies,&Background Info • • • 22 Review Downtown Zoning&Development Standards • • • 2.3 Downtown Market Analysis • • • 2.4 Existing Condition Memo • • * Task 3- Public Engagement , - � . 3.1 Public Engagement Plan � 3.2 Online Survey,Communication Materials • •Online Survey 3.3 Visioning Workshop � 3.4 Open House • 3.5 Board and Commission Meetings(6) • • • • • • • Task 4 Down#awn Master Plan+Implemer�tation 4.1 Document Design Template • 4.2 Maps and Graphics • • • • • • • • • • • 4.3 Draft Downtown Plan • • • • 4.4 Final Downtown Plan # 2 TASK 1: PRQJECT MANAGEMENT Task 1.1 Project Kick-off luly,2021 • Framework will schedule one kick-off ineeting with the City to review the work plan for the project,confirm roles and responsibilities between the consultant and City staff,develop a schedule for regular progress meetings,and review a draft of the Public Engagement Plan. Deliuerables:Kick-off ineeting agenda, meetrng notes Task 1.2 Project Management Ongoing • Ongoing project management includes regular communications with the City, managing the overall scope, budget,and schedule, and coordination of project tasks between team members. Delivera6/es:Progress reports, lnvoices 1.3 Meetings with City Staff Bi-weekly meetings during the 12-month estimated project timeline • Framework will meet regularly with City staff via video conference during development of the updated plan to prepare for outreach activities, review public input and interim deliverables,and refine strategies and recommendations included in the plan. Deliverables:Meeting agendas, Meeting notes TASK 2 - EXISTING CONDITIONS 2.1 Site Visit and Review Background Documents luly thrQugh August 2021 • Review all relevant existing plans, policies,and background information such as the City's Comprehensive Plan,transportation plans,capital programs, and recent development projects. • This information will inform development of the Plan and will be summarized in the existing conditions memo under Task 2.5. 2.2 Review Downtown Zoning and Development Standards luly through August 2021 • Review the City's zoning code and development standards to understand their impact on urban form in Pasco. Framework will leverage the City's existing data and resources such as Urban 3 Footprint. • Evaluate the Central Business District Zoning District and the Downtown Pasco Development Authority boundaries for potential changes. • Review and identify any inconsistencies between City goals and policies and existing zoning and development regulations. • Review recent development projects in Downtown and assess the urban design elements as they relate to the zoning code and development standards. • Summarize the code analysis in the Existing Conditions Memo with photos,text,tables,and charts. 2.3 Downtown Market Analysis July thrvugh August 2021 • Conduct a market analysis focused on land uses and building typologies that are currently feasible to develop in Downtown. • Assess the feasibility for land uses and building typologies against the City's zoning and development standards to understand if there is any misalignment. • Summarize the market analysis in the Existing Conditions Memo with recommendations for any updates to zoning and development standards or other City policies. • Coordinate with the Housing Action Plan to achieve efficiencies in data collection and analysis related to housing opportunities in Downtown 2.4 Existing Conditions Memo /uly through August 2021 • Summarize all the information and analysis compiled under Task 2 into the Existing Conditions Memo to include a summary of observations from the team site visit. • Provide the draft memo for City review and provide one round of updates in response to City comments. • Use project branding elements in the design of the report developed under Task 3. • Support the City in any additional existing conditions work Delivcrables-Existing Conditions Memo rnduding all work completed under Task 2(Draft and Final) 4 TASK 3 - PUBL��C ENGA���IENT Public engagement activities will be coordinated to the maximum extent feasible with other powntown projects including the Lewis Street Streetscape Project and the Housing Action Plan. 3.1 Public Engagement Plan luly 2021 • Develop a public engagement plan that identifies all engagement activities,a timeline of events, communication methods,and a style guide for all project documents and deliverables. Deliverables:Public Engagernent Plan 3.2 Online Survey, Communication Materials Project Webpage.�July 2027, updated throughout the project Online Survey.�August 2021 Communication Materials.�July 2021 and as needed durinq the project • Provide content for the City's project webpage including regular updates, a list of engagement events,opportunities to provide input,and project documents. • Administer an online survey to the community for input on the vision, goals, and aspirations in Downtown.Allow the the public to upload photos that highlight their favorite places Downtown and examples from other places that would work well in Pasco. • Develop communication materials for the project incfuding for social media, print,the project webpage,and event notices. Deli�erables:Project webpage, Online survey questions, Online survey analysis and summary, Communication materials 3.3 Visioning Workshop September 2021 • Facilitate a visioning workshop in-person in Pasco. If there are restrictions on in-person gatherings, Framework will host an online workshop. • Present the results of the existing conditions review under Task 2. • Provide multiple opportunities for input at the visioning workshop such as small group discussions, mapping design exercises,a vision wall, live polling, and walking or virtual tours of Downtown. Delivera6les:Visioninq workshop agenda, Meeting materials, Visioning workshop summary s 3.4 Open House March 2022 • The open house will be focused on review and feedback on the draft Plan. • The draft Plan will be available for public review prior to the open house � The open house will be held in person in Downtown Pasco. If there are restrictions on in-person gatherings, Framework will host an online workshop. • Public input at the open house will be summarized and provided on the project webpage. Updates will be made to the Plan based on public feedback to create the final draft Plan for the adoption process. Deliverables:Open house agenda, Meeting materials, Open house summary 3.5 Board and Commission Meetings Ongorng during the 12-month estimated project trmeline. Meetings likely to occur after the visioning workshop and as the draft plan nears completion and prror to begrnning fhe legislatrve review process. • Attend up to 6 meetings with City boards and commissions.This task includes the preparation of any materials for the meeting such as handouts or presentations. • Meetings may occur in a variety of formats including workshops, study sessions, public hearings,and public meetings. Deliverables:Meeting materials TASK 4 - DOWNTOWN MASTER PLAN + IMPLEMENTATION 4.1 Document Design Template • Develop an InDesign template using the project branding and styles developed under Task 3. Deliverables:Document design template 4.2 Maps and Graphics Ongoing during the estimated 12-month project timelrne • Develop maps and graphics to communicate elements of the Plan such as transportation or street improvements, public space improvements, zoning recommendations,and arts and culture opportunities. 6 • Graphics and maps will use a standard template and be consistent with the project style guide developed under Task 3. • All native files will be provided to the City at the conclusion of the project. Delrverables:Maps and graphres includrng alI native files 4.3 Draft Downtown Plan October 202� through January 2022 • The draft Plan will include a brief summary of existing conditions, the plan vision,a summary of public engagement activities and input,goals and strategies,an action plan,and plan monitoring to track progress on implementation. Maps and graphics will be integrated within the Plan to illustrate Plan concepts. • The action plan will include the details necessary for implementation such as priority actions, planning level costs estimates,funding sources,the responsible agency or party, and a timeline. Deliverables:Draft Downtown Master Plan 4.4 Final Downtown Plan April 2022 • Updates to the draft Plan will be made in response to public feedback for the final Plan and the legislative process to adopt the plan. Deliverables:Final Downtown Plan 7 STUDY AREA MAP DOWNTQWN PUBLIC DEVELOPMENT AUTHORITY AREA r �`v- a- - �►ti�++;; ` _. � ----__--- -- -- -__- _- _ � � = ' `'�° ��`��i , ., .. --��t. � AREAS OF INTEREST 0 G2 CENTRAL BUSINESS ZONE � � �"'' �`"-'� 4� fl� �� � o�i' � � �pi�J '-� ` �'r � SCHOOLS 0 DPDAAREA ,_,_ �'? ' a M1 l�1-`�?''r� Oo';�° � "�.11 � 1 � 1 � PARKS WALKABLE STREET WITH �� �c'� '1�' - ` �a���,�Z p n, `,. ��y [�', SURFACE PARKING ACTIVE FACADE '✓�d -t pfl� � Q p��o �• •° ��p�� \ ` 1 1 �o WITHIN G2 ZONE � �o0 8 a� o��,�� �+�� ? �'�, � ._�„ fQO�� � opa�_ Zd oQ4°n �� '0 1 ,,���_._�, - _ „ _��. �q�Q ;�_� Go,dp�:. ,�p e➢ �� m�F, �� � V /�5 ! � U � °nooQ dptyD�� d��n�p'� �c�1��S"� �aB�o oU����� �����`doo� �,� ^ � 1 �0 �r '�o .L1�aQ�C� q � de p f�ovO �" .JI c� . �b� �..,r U-�p•,��= 1[__ :-_�- - oo ` o o� p a° aoQ� �i s� ti��5' fl cy ° � .� . o r ae �� .a� �Q �L" � p R n p o q � o � _. . D m o ��� S �Q� ��-' � � �o ��Oflad6�. eo a� �8 1 0 ,,. o ; . uo.. o t6o ,� 9" 4�-` ���Q�� � ° ��q�Wo 4t�,-m,�, ou°o 0 �+y�, 0 ��} gQ1 ��Oo p�? �Q �0 . L� , � f ! ���5� �90 W�VoO O O W�6❑ t - Q�ti, r w':. �a..p�w��� Q3aOflao ,m �„�� -�,�� ; y .`1' S ��espa � R6'�4� r��a.. Cn'6f1 r �p O ' CPV �S q C�o Y'�O p4 ` _' ,l y�1s C � 'p' ��°Q°Q �POL1�'�:�y{Oen� zo �Q�[�'O�Q p=��R� ... �l � _ �. . �e . Y �i,,u� �.'" 7� I v 7�T�i�-�8 �.-�t�[l,;; �" vo o��p�p�� � " } �d� TO 4���1y�#�i�.� ' �t � .,��s �p[�°°I''��5 4°�y''v`-�,'� �.y �.°O��E�l1,�,-c. .`, . °' �` -- ��� �� . '� �n . � s �� �4a`�rlm 0 C�o6ofr�o0� 0 om. - � �� rr;,1 ' 1 � —'tit 1. - � _ �e � � � - � - �r- �G�P�KS �'+,, 1 � � �� _ � : C `��1� .�--. �4l! . ' . Q� � � .1�.' '�'�Y . . ~ �`�,�155� `�'.: ,} �t ' '_^(� a �� 1 i . -1 �S �.1 _ I�� �' � ' ' %F� C� l j ���S�� � � , 5�� � � � ' �� �Y;1��'���M _�r ��L � _ - O L � -- � � � � / -- -_ �,o ��-- 0 / --- O� I I e❑ o❑ 6 �oo❑❑ ppp�T7(� // The above map highlights the areas of interest,with Google's algorithmic data,that are actively visited by users within the Downtown Public Development Authority area, including restaurants and shops.The map also identifies core walkable retail areas with engaging facades and surface parking lots within C-2 Central Business Zone. The assets map of the greater downtown area looks at the relationship of the transportation network and retail anchors, unique local businesses, public amenities and facilities, and large employers in a broader context. s BUDGET - FULL SCOPE � ��5.�.,....,... � - i� � �i - ii "i � Task 1:Proj�t Management 1.1 Kick-off Meeting 4 2 0 0 0 0 2 0 8 12 Project Management(OngoingJ 18 0 0 0 0 0 0 0 18 1.3 Meetings with Ciry Staff 26 0 0 0 0 0 2 0 28 Subtotal 48 2 0 0 0 0 4 0 54 510,750 Task 2:Existing Conditions 2.1 Site Visit and Review Background Documents 16 16 0 0 16 16 0 0 64 2.2 Review Downtown Zoning and Development Standards 6 0 0 0 0 0 0 6 12 2.3 Downtown Market Analysis 4 0 0 0 0 0 20 50 74 2.4 Existing CorMitions Memo 12 8 10 0 0 0 0 0 30 Subtatal 38 24 10 0 16 16 20 56 180 $33,330 Task 3�Public Engagement 3.1 Public Engagement Plan 4 0 6 0 0 0 0 0 10 3.2 Online Survey and Communication Materials 8 6 24 10 0 0 0 0 48 3.3VisioningWorkshap 20 8 20 14 0 0 0 0 62 3.4 Open House 14 4 16 12 0 0 0 0 46 3.5 Board and Commission Meetings(6 Meetings) 24 10 0 0 0 0 6 0 40 3ubtotal _ 70 28 66 36 0 0 6 0 206 $30,810 Task 4:Oowntown Master Plan+Implementation 4.1�ocument Design Template 4 2 8 16 0 0 0 0 30 42 Maps antl Graphics 0 0 30 60 0 0 0 0 90 4.3 Draft Downtawn Master Plan 28 22 40 0 0 0 6 0 96 4.4 final Dowmown Master Plan 12 6 16 0 0 0 0 0 34 Subtatal 44 30 94 76 0 0 6 0 250 S32,930 Total Fstimated Hours 2U0 84 11U 112 18 18 36 56 690 Cost(Hours'Rate) 539,000 S16,380 S17,000 S11.200 S4,720 S2.400 S9.000 58;120 S107,820 Project Cast Subtotal 5107,820 Expenscs(2°lo af Praject Cost) S2,156 Estimated Total Casts S109,976 9 A��� CERTIFICATE OF LIABILITY INSURANCE ��",'.'"„��„"" 8/4l2021 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 NAME: �tirc"NQ,E,�}� (888)835-5675 � ac.NoS: (866)828-2424_ KIBBLE&PRENTICE HOLDING COMPANY AD RIESS: C@It�C2t@�Hd�OV@f.COfil 601 UNION STSTE 1000 INSURER�5)AFFORDINGCOVERAGE NAIC# SEATTLE WA 98101 INSURER A: Hanover Insurance Co 22292 INSURED INSURER B: PLATFORM LLC INSURERC: DBA FRAMEWORK CULTURAL INSURER D: 1221 EAST PIKE STREET#300 �NSURER E: SEATTLE WA 98122 INSURERF: 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. NOTIMTHSTANDING 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 7ypE OF INSURANCE ADDL SUBRI pOLICY NUMBER MMI DY/YYYY MM/DIYYYY LIMITS LTR COMMERCIALGENERALLIABILITY EACHOCCURRENCE $ � DAMAGE TO RENTED CLAIMS-MADE � OCCUR ,PREMISES�Ea occurren� $ MED EXP(Any one person) $ PERSONAL 8 ADV INJURY 1$ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ I POLICY PR� LOC PRODUCTS-COMP/OP AGG $ � JECT � - - OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ [Ea accidentl _ ANY AUTO BODILY INJURY(Per person) � OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-ONMED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY ,fPer accidentl $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ I EXCESS LIAB CLAIMS-MADE i AGGREGATE _ $ DED I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y�N � _ _STATUTE j ER ___ __ ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACHACCIDENT $ OFFICERIMEMBEREXCLUDED? � N�p` i �Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ if yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A I� Architects 8 Engineers Prof Liab N N ' LH2 H431234 00 11/12/2020 11/12l2021 Claims-Made:$2M Per Claim!$2M Agg DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES(ACORD 101,Additlonal Remarks Schedule,may be attachetl if more space is required) NAMED INSURED CONT: FRAMEWORK CULTURAL PLACEMAKING;PLACEMAKING. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF PASCO qUTHORIZED REPRESENTATIVE 525 N 3RD AVE � � / PASCO WA 99301 i��������`������ O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Client#: 1075514 PLATFLLC2 DATE(MMIDD/YYYY) ACORD,� CERTIFICATE OF LIABILITY INSURANCE 8/10/2021 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTA T Hector Polanco NAME: USI Insurance Services LLC PHONE 206-508-5633 F"x 601 Union Street,Suite 1000 E MAi�° E"�' - -- �ac,NoJ: 610-362-8503 ADDRESS: _ Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAIC# 206 441-6300 Sentinel Insurance Com an Ltd. 11000 INSURER A: P Y INSURED INSURER B:H8110VBf II15U�a11C@ C0117P8I1y 22292 PlatForm LLC DBA Framework INSURER C: Cultural Placemaking - INSURER D: PMB#809, 1122 E. Pike Street - INSURER E: Seattle,WA 98122 - INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTIMTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR' POLICY EFP POLICY EXP �� TYPE OF INSURANCE INSR WVD POLICY NUMBER {MMIDDIYYYY� .(MMlDD1YYYYZ LIMITS A X COMMERCIAL GENERAL LIABILITY X X 52SBWTZ8055 11l12/2020 11/12/2021 EACH OCCURRENCE $2�0���00� DAMAG E TO RENTED � I CLAIMS-MADE � OCCUR PREMISESIEaoccurrence� $�,0����� MED EXP(Any one person) $����0� PERSONAL&ADV INJURY $Z,OOO�OOO GEN'L AGGREGATE LIMIT APPLIES PER: I GENERAL AGGREGATE $4�000,000 X POLICY� EC�T � LOC I PRODUCTS-COMPIOPAGG $4,000,000 _ OTHER: $ A AUTOMOBILE LIABILITY X X �52SBWTZ8055 11/12/2020 11/12/2021 IE�aoclden�ts�N��E��M�T $Zr���e00� ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS _ $ HIRED ' NON-0WNED PROPERTY DAMAGE X AUTOS ONLY X ' AUTOS ONLY �Per accidenU - $ _ UMBRELLA LIAB �OCCUR ,EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE I AGGREGATE �$ DED RETENTION$ I. $ A WORKERS COMPENSATION X 52$BWTZ8�rjrj 11/12/2020 11/12/2021 PER X��RH _ AND EMPLOYERS'LIABILITY $TnTUTE ANY PROPRIETOR/PARTNER/EXECUTIVE Y�N (WA Stop Gap) E.L.EACH ACCIDENT $�,OOO,OOO OFFICEWMEMBER EXCLUDED? � N/A (MandatoryinNH) E.L.DISEASE-EAEMPLOYEE $�_OOO���� If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $'I�OOO�OOO _ B Professional LH2H43123400 11/12/2020 11/12l202 $1,000,000 per claim $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Downtown Pasco,WA. The General Liability policy includes an automatic Additional Insured endorsement that provides Additional Insured status to the City, only when there is a written contract that requires such status,and only with regard to work performed by or on behalf of the named insured.The General Liability policy includes an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. CERTIFICATE HOLDER CANCELLATION CI Of PaSCO SHOULD ANY OF THE ABOVE OESCRIBED POLICIES BE CANCELLED BEFORE tY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 525 N. 3rd Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Pasco,WA 99301 AUTHORIZED REPRESENTATIVE "�" 4 �. O 1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 1 The ACORD name and logo are registered marks of ACORD #532976656/M30589345 SKAZP This page has been left blank intentionally. BUSINESS LIABILITY COVERAGE FORM POLICY: 52SBWTZ8055 Form SS 00 08 04 05 O 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM r (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1� "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee" or With respect to "mobile equipmenY' registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenanc�or use of that property;and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: P�rmit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Farm SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (fl Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (9) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(fl; or "products�ompleted operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM • (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "properry damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on b ( ) In connection with your premises your behalfi owned by or rented to you; or (a) In connection with your premises; (c) In connection with"your work" and or included within the "products- (b} In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business a. Insureds; �Liability Coverage for damages because of property damage to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other bodily The most we will pay on behalf of a person or „ „ „ „ „ organization who is an additional insured injury , property damage or personal and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FQRM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suiY', the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suiY'; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suiY'. However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1} How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or dama e arisin out of the �� �� �� �� g 9 occurrence , offense, claim or suit is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit"as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The g Insured ( ) Any elected or appointed official, if you or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. b. With respect to "mobile equipmenY' to If other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suiY' asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured; and if the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6� When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insuranc� that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to or anization for all or art of an a ment, 9 p YP Y defend the insured against any"suit'° if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24