Loading...
HomeMy WebLinkAbout2008-010 Applied Development Economics (ADE) %SCADCRO CQ `BRACT# 2Z6S'O D CITY OF ATASCADERO e _ RJR 1918 1979 7 CONTRACT FOR Applied Development Economics (ADE) for Economic Development Consulting Services 1. SCOPE AND STANDARDS: ........................................................................................... 1 A. CONTRACT.......................................................................................................... 1 2. EMPLOYMENT STATUS OF PERSONNEL: ................................................................ 1 A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT............ 1 B. INDEPENDENT INVESTIGATION.................................................................... 2 C. COMPLIANCE WITH EMPLOYMENT LAWS................................................. 2 D. UNLAWFUL DISCRIMINATION PROHIBITED.............................................. 2 3. TIME OF PERFORMANCE:............................................................................................ 2 4. COMPENSATION: ........................................................................................................... 2 A. TERMS.................................................................................................................. 2 B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING.................... 2 5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL: .................................... 3 A. CONSULTANT SUPERVISES PERSONNEL.................................................... 3 B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS........ 3 C. APPROVAL OF STAFF MEMBERS................................................................... 3 6. TERMINATION................................................................................................................ 3 A. 30 DAYS NOTICE................................................................................................ 3 B. OBLIGATIONS SURVIVE TERMINATION...................................................... 3 7. CHANGES:........................................................................................................................ 4 8. PROPERTY OF CITY:......................................................................................................4 A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY...................... 4 B. CONSULTANT TO DELIVER CITY PROPERTY............................................. 4 9. CONFLICTS OF INTEREST:...........................................................................................4 A. CONSULTANT.....................................................................................................4 10. CONFIDENTIAL INFORMATION: ................................................................................ 5 A. ALL INFORMATION KEPT IN CONFIDENCE................................................ 5 B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE ................................. 5 C. COOPERATION ................................................................................................... 5 11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES:........................................... 5 A. CONSULTANT PROPERTY ............................................................................... 5 B. SPECIAL SUPPLIES ............................................................................................ 5 rev 5/1/06 B-7 792119.3 12. COMPLIANCE WITH LAW:........................................................................................... 6 A. COMPLIANCE REQUIRED ................................................................................ 6 B. PREVAILING WAGES ........................................................................................ 6 13. SUBCONTRACTING:...................................................................................................... 6 14. ASSIGNABILITY:............................................................................................................ 6 15. LIABILITY OF CONSULTANT:..................................................................................... 7 16. INDEMNIFICATION: ...................................................................................................... 7 A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY................................ 7 B. INDEMNIFICTION FOR OTHER THAN PROFESSIONAL LIABILITY........ 7 C. GENERAL INDEMNIFICATION PROVISIONS. .............................................. 7 17. INSURANCE:.................................................................................................................... 8 18. RECORDS:........................................................................................................................ 8 19. MISCELLANEOUS PROVISIONS: ................................................................................ 8 A. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT ................................................................................................................................ 8 B. UNAUTHORIZED ALIENS................................................................................. 8 C. GOVERNING LAW.............................................................................................. 9 D. ASSIGNMENT OR SUBSTITUTION.................................................................. 9 E. ENTIRE CONTRACT........................................................................................... 9 F. AMENDMENTS ................................................................................................... 9 G. CONSTRUCTION AND INTERPRETATION.................................................... 9 H. WAIVER................................................................................................................ 9 I. SEVERABILITY................................................................................................... 9 J. NOTICES............................................................................................................. 10 K. AUTHORITY TO EXECUTE.................................................................................... 10 rev 5/1/06 B-8 792119.3 ti e 7 CONSULTANT SERVICES AGREEMENT FOR THE CITY OF ATASCADERO Applied Development Economics THIS CONTRACT is made and entered into between City of Atascadero, a Municipal Corporation ("City") and Applied Development Economics (ADE) ("Consultant"). City and Consultant agree as follows: 1. SCOPE AND STANDARDS: A. CONTRACT. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to complete the services described in the SCOPE OF WORK AND STANDARDS FOR SERVICES, attached hereto and incorporated herein by this reference as Exhibit A, as requested by the City. This Contract and its exhibits shall be known as the "Contract Documents." Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. 2. EMPLOYMENT STATUS OF PERSONNEL: A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT. Consultant enters into this Contract as, and shall at all times remain as to the City, an independent contractor and not as an employee of the City. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. Any persons employed by Consultant for the performance of services pursuant to this Contract shall remain employees of Consultant, shall at all times be under the direction and control of Consultant, and shall not be considered employees of City. All persons employed by Consultant to perform services pursuant to this Contract shall be entitled solely to the right and privileges afforded to Consultant employees and shall not be entitled, as a result of providing services hereunder, to any additional rights or privileges that may be afforded to City employees. rev 5/1/06 1 792119.3 City of Atascadero Applied Development Economics ; B. INDEPENDENT INVESTIGATION. The Consultant agrees and hereby represents it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research. C. COMPLIANCE WITH EMPLOYMENT LAWS. The Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work. D. UNLAWFUL DISCRIMINATION PROHIBITED. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person's race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship or sexual orientation. 3. TIME OF PERFORMANCE: The services of Consultant are to commence upon execution of this Contract by City, and shall be undertaken and completed in a prompt and timely manner, in accordance with the Scope of Work referenced in Exhibit A. Except as provided in Sections 6 and 19 below, this Contract shall terminate no later than April 30, 2009 unless extended by the mutual agreement of both parties. 4. COMPENSATION: A. TERMS. Compensation to the Consultant shall be as set forth in Exhibit B attached hereto and made a part hereof. B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Consultant shall not be compensated for any services rendered in connection with its performance of this Contract, which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager or the City Manager's designee (hereinafter "City Manager" shall include the City Manager's designee). Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City and Consultant at the time City's express written authorization signed by the City Manager is given to Consultant for the performance of said services. rev 5/1/06 2 792119.3 City of Atascadero Applied Development Economics 5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL: A. CONSULTANT SUPERVISES PERSONNEL. The Consultant shall have the responsibility for supervising the services provided under this Contract, hiring of personnel, establishing standards of performance, assignment of personnel, determining and affecting discipline, determining required training, maintaining personnel files, and other matters relating to the performance of services and control of personnel. The City Manager may use any reasonable means to monitor performance and the Consultant shall comply with the City Manager's request to monitor performance. B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City acknowledges that the Consultant may be obligated to comply with bargaining agreements and/or other agreements with employees and that the Consultant is legally obligated to comply with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that the Consultant's performance shall not in any manner be subject to any bargaining agreement(s) or any other agreement(s) the Consultant may have covering and/or with is employees. C. APPROVAL OF STAFF MEMBERS. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services required under this Contract. Consultant shall notify City of any changes in Consultant's staff to be assigned to perform the services required under this Contract and shall obtain the approval of the City Manager of a list of all proposed staff members who are to be assigned to perform services under this Contract prior to any such performance. 6. TERMINATION: A. 30 DAYS NOTICE. The City, upon thirty (30) days written notice, may terminate this Contract, without cause, at any time. In the event of such termination, Consultant shall be compensated for non-disputed fees under the terms of this Contract up to the date of termination. B. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined. All of the indemnification, defense and hold harmless obligations in this Contract shall survive termination. rev 5/1/06 3 792119.3 City of Atascadero Applied Development Economics 7. CHANGES: The City or Consultant may, from time to time, request changes in the scope of the services of Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant's compensation and/or changes in the schedule must be authorized in advance by both Parties in writing. Mutually agreed changes shall be incorporated in written amendments to this Contract. Any increase in the amount of Consultant's compensation and/or changes in Exhibit A and or Exhibit B must be authorized in advance by the City Manager. 8. PROPERTY OF CITY: A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY. It is mutually agreed that all materials prepared by the Consultant under this Contract are upon creation and shall be at all times the exclusive property of the City, and the Consultant shall have no property right therein whatsoever. City agrees that Consultant shall bear no responsibility for any reuse of the materials prepared by the Consultant if used for purposes other than those expressly set forth in the Intended Use of Consultant's Products and Materials section of this Contract. Consultant shall not disseminate any information or reports gathered or created pursuant to this Contract without the prior written approval of City including without limitation information or reports required by government agencies to enable Consultant to perform its duties under this Contract and as may be required under the California Public Records Act excepting therefrom as may be provided by court order. Consultant will be allowed to retain copies of all deliverables. B. CONSULTANT TO DELIVER CITY PROPERTY. Immediately upon termination, or upon the request by the City, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials and property of the City as may have been prepared or accumulated to date by the Consultant in performing this Contract. Consultant will be allowed to retain copies of all deliverables to the City. 9. CONFLICTS OF INTEREST: A. CONSULTANT covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Contract. Consultant further covenants that in the performance of this Contract, Consultant shall take reasonable care to ensure that no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Contract. Consultant agrees to include language similar to this Section 9(A) in all contracts with subcontractors and agents for the work contemplated herein. rev 5/1/06 4 792119.3 d' City of Atascadero Applied Development Economics 10. CONFIDENTIAL INFORMATION: A. ALL INFORMATION KEPT IN CONFIDENCE. All materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order. B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE. If Consultant or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, the City has the right to reimbursement and indemnity from party releasing such information for any damages caused by the releasing party's, including the non-releasing party's attorney's fees and disbursements, including without limitation expert's fees and disbursements. C. COOPERATION. City and Consultant shall promptly notify the other party should Consultant or City, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Contract and the work performed there under or with respect to any project or property located within the City. City and Consultant each retains the right, but has no obligation, to represent the other party and/or be present at any deposition, hearing or similar proceeding. Consultant and City agree to cooperate fully with the other party and to provide the other party with the opportunity to review any response to discovery requests provided by Consultant or City. However, City and Consultant's right to review any such response does not imply or mean the right by the other party to control, direct, or rewrite said response. 11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES: A. CONSULTANT PROPERTY. Consultant shall furnish all necessary labor, supervision, equipment, communications facilities, and supplies necessary to perform the services required by this Contract. City acknowledges that all equipment and other tangible assets used by Consultant in providing these services are the property of Consultant and shall remain the property of Consultant upon termination of this Contract. B. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies, stationary, notices, forms or similar items that it requires to be issued with a City logo. All such items shall be approved by the City Manager and shall be provided at City's sole cost and expense. rev 5/1/06 5 792119.3 City of Atascadero Applied Development Economics F 12. COMPLIANCE WITH LAW: A. COMPLIANCE REQUIRED. Consultant shall keep itself informed of applicable local, state, and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Contract. Consultant shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. Consultant shall at all times hold a valid contractor's license if performing any function or activity for which a license is required pursuant to Chapter 9 (commencing with section 7000) of Division 3 of the California Business and Professions Code, and Consultant shall provide a copy of the license(s) upon the request of the City. The City, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of consultant to comply with this section. B. PREVAILING WAGES. In the event it is determined that the Consultant is required to pay prevailing wages for the work performed under this Agreement, the Consultant shall pay all penalties and wages as required by applicable law. 13. SUBCONTRACTING: None of the services covered by this Contract shall be subcontracted without the prior written consent of the City Manager. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant. 14. ASSIGNABILITY: Consultant shall not assign or transfer any interest in this Contract whether by assignment or notation. However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, but only with prior written consent of the City Manager. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City. The rights and benefits under this agreement are for the sole and exclusive benefit of the City and this Contract shall not be construed that any third party has an interest in the Contract. rev 5/1/06 6 792119.3 City of Atascadero Applied Development Economics m 15. LIABILITY OF CONSULTANT: Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally accepted standards of Consultant's profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors. 16. INDEMNIFICATION: A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorneys fees and costs to the extent same are caused in whole or in part by any negligence or wrongful act, error or omission of Consultant, willful misconduct, or recklessness of its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement B. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which consultant is legally liable, including but not limited to officers, agents, employees or sub consultants of Consultant. C. GENERAL INDEMNIFICATION PROVISIONS. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section for each and every sub consultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successor, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. rev 5/1/06 7 792119.3 City of Atascadero Applied Development Economics 17. INSURANCE: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit E attached to and part of this agreement. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to labor costs, material expenses, parcels abated or serviced and other such information required by City that relates to the performance of services under this Contract. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible and in a form acceptable to the City, which the City may specify and change from time to time. Consultant shall provide free access to the representatives of City or its designees, at reasonable times, to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Contract. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 19. MISCELLANEOUS PROVISIONS: A. ASSIGNMENT OR SUBSTITUTION. City has an NONDISCRIMINATION / NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest extent allowed by law, with all applicable local, state, and federal laws relating to nondiscrimination. B. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. C. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Contract and also govern the interpretation of this Contract. Any litigation concerning this Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction being expressly waived. D. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant by this Contract. In rev 5/1/06 8 792119.3 City of Atascadero Applied Development Economics recognition of that interest, neither any complete nor partial assignment of this Contract, may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City which consent shall not be unreasonably withheld. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Contract entitling City to any and all remedies at law or in equity, including summary termination of this Contract. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and understanding between the parties relative to the services specified herein and there are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in this Contract and this Contract supersedes all prior understandings, agreements, courses of conduct, prior dealings among the parties and documentation of any kind without limitation. F. AMENDMENTS. This Contract may be modified or amended, or any of its provisions waived, only by a subsequent written agreement executed by each of the parties. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. G. CONSTRUCTION AND INTERPRETATION. Consultant and City agree and acknowledge that the provisions of this Contract have been arrived at through negotiation and that each party has had a full and fair opportunity revise the provisions of this Contract and to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved against the drafting party. The titles of the various sections are merely informational and shall not be construed as a substantive portion of this Contract. H. WAIVER. The waiver at any time by any party of any of its rights with respect to a default or other matter arising in connection with this Contract shall not be deemed a wavier with respect to any subsequent default or other matter. I. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this Contract shall not render the other provisions invalid, illegal or unenforceable. rev 5/1/06 9 792119.3 City of Atascadero A4ft Applied Development Economics ` ` ij ,. J. NOTICES. All invoices, payments, notices, demands, requests, comments, or approvals that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties (deemed to have been received three (3) business days after deposit in the U.S. Mail) at the following addresses: City: City of Atascadero Wade McKinney, City Manager 6907 EI Camino Real Atascadero, CA 93422 Consultant Applied Development Economics Doug Svensson, President 100 Pringle Avenue, Suite 560 Walnut Creek, CA 94596 Each party may change the address at which it gives notice by giving ten (10) days advance, written notice to the other party. K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on behalf of Consultant warrant and represent that they have the authority to execute this Contract on behalf of their agency and further warrant and represent that they have the authority to bind Consultant to the performance of its obligations hereunder. AGREED to this — —day of2008 by the parties as follows. � (� Approved as to form: Applied Development Economics By: Counsel for consultant Doug Svens n, Pre dent Approved as to form: CITY OF ATASCADERO By: Y Brian Pierik, City Attorney Wade McKinney, City M Hager rev 5/1/06 10 792119.3 City of Atascadero Applied Development Economics • t CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700 1 am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I have complied or will comply with such provisions before commencing the performance of the work of this contract. (Cal. Labor C. §§1860, 1861.) CONSULTANT Xxe� r%,-- Doug Svensson, President rev 5/1/06 11 792119.3 EXHIBIT A Scope of Work "Scope of Work" attached 658615.1 DRAFT 06/4/014:33 PM A-i SCOPE OF WORK STAGE 1 : RECONNAISSANCE AND NEEDS ASSESSMENT 1 .1 PROD ECT START—U P ADE will begin the project by reviewing the priorities for the project and the work of existing economic development program that has been completed to date. At this time, ADE will request access to the data necessary to complete the background economic studies. The types of data that ADE would request include sales tax data,business license databases, employment data, the municipal budget, real estate data, survey data, and GIS files: Some of this data may be included within existing reports. ADE will supplement the data available from the City with additional information from our own data vendors as well as interviews with local business associations and economic development agencies. 1 .2 PUBLIC INVOLVEMENT & OUTREACH To ensure that the economic development strategies reflect the city's vision and goals,ADE will design and implement an outreach program. The purpose of outreach is to: • Develop a vision for the economic development process • Develop desired outcomes or goals for economic development • Identify business' requirements for growth Economic development outreach will have three components: 1. A set of 25 to 30 interviews with business and community leaders 2. A public forum to present the input gained from the interviews and analysis and to give the public an opportunity to participate in developing goals. 3. A household survey to identify household retail shopping patterns, and current behaviors and choices. 4. A web page, kept up-to-date, developed specifically to allow the public access to the economic development planning process. 5. Two separate workshops to identify economic development strengths,weaknesses, opportunities and threats (SWOT). One workshop will be primarily with businesses and the other will be with the general public. 6. Five presentations to the City Council to provide progress reports, findings and/or final reports. Input from this outreach effort, together with input from city staff and the City Council,will be used to develop an economic development vision and set of goals. This input will be a vital ingredient in 7 developing the strategic initiatives the City of Atascadero will implement to achieve those goals. The economic development outreach will be implemented concurrently with development of the industrial, retail and tourism analysis. ADE will design and lead the outreach process in the following manner: • Work with city staff to identify community and business leaders to interview. • Schedule and conduct interviews. Leaders will be asked to articulate their vision for Atascadero as well as their economic development concerns. • Work with staff to schedule, plan and facilitate the public forum. • Work with staff to prepare and administer the household retail survey. • Work with staff to create and maintain economic development web page. 1 .3 FISCAL RECONNAISSANCE ADE will evaluate the revenue potential of different land uses, focusing on the business types that typically provide good fiscal benefits for cities. Different land uses will be examined in terms of how they potentially generate significant sales tax, use tax, and property tax. This also includes the degree to which additional point-of-sale revenue can be derived from existing businesses. 1 .4 INDUSTRIAL/COMMERCIAL MARKET ANALYSIS This task will help provide the context for the City's economic development strategy in terms of the business development priorities. An economic base analysis will allow ADE to analyze the market demand for commercial and industrial uses, and estimate Atascadero's capacity to capture its share of growth. ADE will compare the regional job concentration and distribution with the industries represented in Atascadero. ADE will also look at regional growth trends and projections to identify how Atascadero's strengths compare with the regional growth opportunities. Particular attention will be paid to how these industries fare in terms of their revenue generating potential. This includes evaluating existing point-of-sale transactions by non-retail businesses, use taxes, as well as other types of revenue generated through capital equipment. In order to complete these types of studies,ADE will use a variety of primary and secondary data sources. We will rely on outreach to provide primary information for the industry analysis. ADE will also acquire secondary data sources such as regional employment data at the 4-digit SIC or 5-digit NAICS code collected through the ES202 program. For city-level employment data,ADE will also rely on real estate databases,business license databases,private sector business information sources, property tax data, and sales tax data. If these sources are insufficient,ADE may request that the City 2 of Atascadero acquire the ES202 database through the California Labor Market Information Division (LMID), because the publicly available data is only released at a countywide level. 1 .5 STRENGTHS, WEAKNESSES, OPPORTUNITIES, AND THREATS (SWOT) ANALYSIS Sustaining economic vitality depends on a community's ability to create an optimal business climate. Assessing Atascadero's existing business climate is an essential first step towards improving it. Business climate factors within Atascadero influence include housing construction and affordability; local infrastructure; education and training; available land for business expansion; and quality of life factors,including parks, access to natural environment, and environmental quality. In addition to internal business climate factors, the SWOT analysis will address external factors such as existing labor force demand, global market conditions as they pertain to the regional industry clusters, state and federal policies affecting business competitiveness, and future regional transportation and development patterns. The matrix below illustrates this concept. IDENTIFYING STRENGTHS,WEAKNESSES, OPPORTUNITIES, STRENGTHS WEAKNESSES NEUTRAL Internal Factors External Factors The key informant interviews will provide an overview of Atascadero's business climate. ADE will build on this initial assessment by adding new information from an analysis of regional trends; providing a more detailed assessment of sites and their readiness; and assessing regulatory and other business climate factors in terms of the needs of business. To complete the SWOT analysis,ADE will facilitate two workshops with business leaders and members of the general public. 1 .6 COMMUNITY CHARACTER PROFILE This step builds off of the business climate factors identified in the SWOT analysis, and looks at how Atascadero's community character ties into economic development. Evaluating community character needs to account for how Atascadero is perceived in terms of its urban fabric, destinations, residential mix, and activity patterns. This perception also potentially differs depending on how the 3 community is viewed by employers, commuters, residents who work in Atascadero,residents who work outside of the community, and visitors to Atascadero. 1 .7 PRESENT FINDINGS OF STAGE I TO CITY COUNCIL With the benchmarking data and business survey results,ADE could prepare a background economic profile that preliminarily identifies the specific economic development needs in the City of Atascadero. This background report would be produced in advance of the initial meeting with the City Staff. STAGE 2: DEVELOPMENT OPPORTUNITY ANALYSIS AND GOALS IDENTIFICATION 2.1 SITE IDENTIFICATION This task looks at how the City of Atascadero can take a more entrepreneurial approach by generating revenue "internally" via real estate or other enterprise investments. Atascadero could take an interest in augmenting fiscal considerations with the notion of functioning directly as project developer and long-term landlord as a means of circumventing the fiscal uncertainties at the state level. Therefore, our analysis here will begin with key sites for potential development. 2.2 RETAIL MARKET AND VISITOR—SERVING MARKETS ANALYSIS Continued success in retail trade has direct implications on the City's fiscal condition. Atascadero must identify diversification opportunities that develop retail niches that are currently underserved in Atascadero. The initial piece of analytical work will focus on identifying retail spending patterns and other economic development opportunities generated through local households. This task will assess the degree to which the retail sector attracts wealth into the community, and identify any gaps that exist in the Atascadero retail base. To conduct the market analysis,ADE will utilize a proprietary retail demand model that the firm developed to identify and quantify household spending in over 50 different retail store and service business categories. This represents a much higher level of detail than a typical SIC- or NAICS code-based retail study provides. ADE will also quantify the retail sales by store category in Atascadero by analyzing the City's sales tax audit data. By comparing the household demand with the existing sales, ADE will calculate the retail leakage for each individual store type. Household Survey One of the key issues in this study is identifying where spending by Atascadero households currently goes. To what extent do local households travel to San Luis Obispo or Paso Robles or other outlying areas for their retail shopping errands?A household survey will address where the spending 4 in different retail categories goes. In addition, the survey would ask respondents to assess existing shopping options in Atascadero. The proposed approach would mail the survey to a sample of approximately 5,000 household customers in Atascadero. By using simplified addressing to minimize postage costs,ADE will distribute the survey based on postal carrier routes. All of the responses will come direct to ADE, with postage paid via business reply mail. Using this method,we expect a response rate of 15 to 20 percent. Upon completion of the survey,ADE will tabulate a randomly selected sample of responses,which will be representative geographically within the City. This ensures a statistically significant sample while improving the cost-efficiency of the survey process. Our proposed method involves extensive testing of the questionnaire to make sure that the questions asked will yield measurable answers. We will design a draft questionnaire, have city staff approve the draft, and test it prior to mail out. The retail market analysis will use the household survey data to identify regional household spending patterns. The survey data will identify the degree to which Atascadero retailers attract customers from outside of the community, and the degree to which Atascadero households shop elsewhere. In addition, the retail analysis will identify competing retail centers in neighboring communities, and review competitive development proposals that could potentially change Atascadero's ability to capture regional retail sales. The retail market analysis will evaluate the degree to which different retail niches provide differing levels of fiscal benefit that come to the City of Atascadero through sales tax revenue. As part of the retail market analysis and background studies,ADE will identify how much spending Atascadero's retailers capture from out-of-town visitors. Tourism has a strong influence on the local economy, and ADE will analyze the visitor serving market. This analysis can further evaluate Atascadero's role as a tourist destination, destination for business travel, and/or overnight lodging location for visitors headed towards other tourist attractions on the Central Coast. ADE will make full use of the EVC's recently completed wine study and the soon-to-be completed tourism study. 2.3 DEVELOPMENT CONCEPTS This task will analyze the revenue potential and costs associated with alternative development concepts at key sites. This involves balancing between the costs of implementing those developments and the potential revenue stream they could generate for the City. This proforma information will be supplemented with a tax and service cost analysis for typical development types to provide a comprehensive picture of the cost/revenue potential for various economic development scenarios. 2.4 MARKET POSITIONING (NICHE) ANALYSIS & REPORT The ADE Team will prepare a report that characterizes the market position of Atascadero as a product. This report will be presented to City Council. 2.5 PUBLIC WORKSHOP/FORUM 5 This stage in the process would represent the best opportunity for a Public Workshop. We can summarize the factual data we have developed and outline some policy choices for which public feedback would be very helpful. 2.6 REVIEW PROGRESS AND PRELIMINARY GOALS WITH CITY COUNCIL The summary of public input on goals and objectives will be reviewed with City staff, and then presented to the City Council. STAGE 3: PREPARATION OF STRATEGIC PLAN 3.1 FINALIZE ECONOMIC GOALS ADE will prepare a full discussion of the economic goals and strategies, resulting in a finalized set of economic goals. 3.2 IMPLEMENTATION STRATEGY Once the economic goals and direction have been defined,ADE will develop an implementation plan to support the selected economic development priorities. Depending on the interests of the community, the strategies can address the following issues among others: Workforce Development and Training. Economic renewal and sustainability require a workforce with the talent and skills needed to support the evolution of existing and developing companies. Land Use Relationships. This issue would deal with how to fit tourist-serving, local-serving, and regional-serving commercial development together in the City while maintaining the character of development necessary for each use and for each district in the town in which they would be developed. Revenue Generating Priorities. This step would involve prioritizing the land use opportunities in terms of their potential to generate tax revenue. In addition,it will prioritize the best prospects for the City to generate revenue based on real estate investments and other enterprise initiatives. Community Character. This issue looks at how the City's character is perceived, and moves into identifying proactive steps in either reinforcing the existing character or evolving the community towards a different character. This would include assessing whether the City should move towards a more mixed use type of development pattern, if it needs to diversify its housing mix, or if it wants to evolve the job base and labor force characteristics. Business Expansion and Retention. A key component of any economic development strategy is a program to support the existing business community in its efforts to grow and prosper. ADE can recommend a process to ensure that business needs for services are identified and responded to efficiently. Local and Regional Organizational Coordination. There are other economic development players in Atascadero, and San Luis Obispo County, and it is very important to coordinate these other efforts wherever possible. The strategy will review the organizational issues associated with 6 providing seamless economic development services in Atascadero and making recommendations on ways the City can improve the efficiency of activities devoted to economic development. Economic Transformation. The strategy can also look at how the Atascadero economy has transformed itself in light of larger economic shifts in the regional economy, and how other opportunities in the regional and global economies can provide the best growth prospects within the context of community values. Economic Development Tools and Resources. This issue focuses on the City's internal systems and resources. Tools such as Geographic Information Systems (GIS) and websites represent important technical resources that can make the City more efficient and effective in achieving its economic development goals. 3.3 REVIEW PLAN WITH CITY STAFF As an initial step,ADE will prepare a draft Strategic Plan that includes all of the background studies, goals and strategies. This document will be reviewed with input from the City Staff. 3.4 DRAFT ACTION PLAN TO CITY COUNCIL After reviewing comments and revisions with the City Staff,ADE will produce a Strategic Plan for City Council review and discussion. 3.5 PREPARE FINAL REPORT ADF,will revise draft action plan,if needed, based on input from Staff and City Council. 3.6 PREPARE AND DELIVER FINAL REPORT AND PRESENTATION The plan will be presented to the City Council, at which point we will request approval from Council members and adoption of the strategic recommendations. 7 EXHIBIT B Compensation and Method of Payment SEE ATTACHED "Atascadero Economic Development Strategic Plan" Total billing not to exceed: $135,380.00 With hourly rates to be billed as followed: Doug Svensson, AICP, President - $150/hour Carleen Bedwell, Managing Principal - $145/hour Kathie Studwell, AICP, Senior Associate - $135/hour Peter Cheng, Senior Associate - $125/hour Tony Daysog, Senior Associate - $125/hour Stephen Sanger, Senior Associate - $100/hour Associate - $70/hour Katherine Fabris, Production Manager- $70/hour Shelly Bykowski, Administration- $35/hour rev 5/1/06 B-2 792119.3 O O � � 101 ui .Md W p o p O p C O o w y N N ell a N N N w x co p w W ti o M w w E N Y A a O p p 0 0 0 0 _ O OO N 1011 O t00 F E O O O O O I!1 tlR ti - N .y ai C O V O CO p o w o O v ~ O o O c O V Y a 0 O ^ O w w E E 0 O E G O o 0 � O � V1 W N N W W \D N N 0 Ln M N M Q O W N N N tR O 'd o � �N W W M p O t' 1D O � � _ m 1D v0 N o 'a'j O N Q W N R O W V rl ei N r'1 Ea C O iNn C d a C ON � C � N � T G O d o o qq o co` m V � E n o N c 11 E B n `'° v z 3 ca G C N dS N ^ C IL v °N vv, v iNo L" E v o _ op V o L ¢ a o 01 I m d N C o o O t7N o co w mN m i d3 d ,v+ S. O to m E r m a>i c Ln E a a v c a o o T v = y c p vo c n m 9 y y c v d o o. c o.in v v m' u ° a. u ¢ o > c ° c .� o o C N p 0. d r Z m o u v W Y Cp 0 T C 9 01 Yp Lpp� N 1p i V N w p O Y O C C u L O E O C Y rR N Y O C V o. i d C E = W >,. 6 cL m G u+ V V N L Wim. Z ° C d b E C d U C p N �Q o. c c Z d o �r. m m x ° '� o a a O UOo O rn Z E O $ O r o a Ln E '=' v ° u ° R O w x to c a `� a, m J d j d T p C d C 6 p d Ep K "C p _ -p LL1 w In a c v L c N c rn w E a 3 n o m '� v o ° ° cO o m t a c ¢ �n n aci '^ �_ Z Z v O Q �' u A L' aam 3n° o .°�/ in v o v v c z N d v v ° U 'p c w v L c W G! N M LL N U 3 C O Z y O °: p c c c M W C c N O Q 0 u v m a N EXHIBIT C Items Provided by City rev 5/1/06 B-3 792119.3 EXHIBIT D Location Schedule rev 5/1/06 B'4 792119.3 EXHIBIT E INSURANCE REQUIREMENTS: CONSULTANT SERVICES The Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subconsultants. Maximum Scope of Insurance. Coverage shall be at least as broad as: 1. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 2. Errors and Omissions Liability insurance as appropriate to the consultant's profession. Minimum Limits of Insurance. Consultant shall maintain limits no less than: General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. 2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. rev 5/1/06 B-5 792119.3 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANIL Verification of Coverage. Consultant shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. rev 5/1/06 B-6 792119.3 OP ID NS DATE(MM/DD/ YYY) ACORD.. CERTIFICATE OF LIABILITY INSURANCE APPLI-1 05/13/08 08 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Nixon Insurance Agency ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE af£. of Atlantic-Pacific Ins. HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 396 Civic Drive, #A ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Pleasant Hill CA 94523 Phone: 925-521-1601 Fax:925-521-1608 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A. Continental Casualty Company 20443 _ INSURER B: Republic Indemnity Cc of calif 43753 Applied Development Economics INSURER C. Houston Casualty Company IDD Pringle Avenue #560 INSURER D' Walnut Creek CA 94596 INSURER E. COVERAGES 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS DD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR NSR TYPE OF INSURANCE DATE MMIDD/YY DATE MMIDD/YY GENERAL LIABILITY EACH OCCURRENCE s2,000,000 -DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY 82077033009 PREMISES $ 300,000 00(Ea occurence) ,000 CLAIMS MADE OCCUR i MED EXP(Anyone person) $ 10,000 A X Business Owners 11/10/07 11/10/08 PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ A XHIRED AUTOS B2077033009 11/10/07 11/10/08 BODILY INJURY $ X ', NON-OWNED AUTOS (Per accident) i PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ -_ - AUTO ONLY AGG $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ -,OCCUR CLAIMS MADE AGGREGATE - $ DEDUCTIBLE RETENTION $ $ WORKERS COMPENSATION AND LTORY LIMITS _ ER EMPLOYERS'LIABILITY _- B ANY PROPRIETOR/PARTNER/EXECUTIVE 171320-02 01/01/08 01/01/09 E.L.EACH ACCIDENT $ 1,000,000 ----- ---- OFFICER/MEMBER EXCLUDED? E .DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under SPECIAL PROVISIONS below E L.DISEASE-POLICY LIMIT $ 1,000,000 OTHER C Professional H707-13355 06/02/07 06/02/08 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS #708 Atascadero ED Strategy Certificate holder is added as Additional Insured as respects General Liability coverage per SB146932B attached. CERTIFICATE HOLDER CANCELLATION ATASC-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR City of Atascadero 6907 El Camino Real REPRESENTATIVES. Atascadero CA 93422 AUTHORIZED REFIRE ENTATIVE ACORD 25(2001/08) • ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) Policy #B2077033009 CAfA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NON-CONTRACTORS BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Coverage Part. 1. ADDITIONAL INSURED—BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but 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 vendor's business, subject to the following additional exclusions: 1. 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. 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, except when 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 distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omission or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. orf.; or (2) 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 distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. 4. This provision 2. does not apply if"bodily injury"or"property damage" included within the "products-completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or"personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: a. Additional Insured—Your Work That person or organization for whom you do work is an additional insured solely for liability due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to,the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract' under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products-completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or"personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit 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, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners/Other Interests—Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability as co-owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any"occurrence"which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs a. through h. above does not apply to "bodily injury" or "property damage" included within the "products-completed operations hazard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. SB 146932B