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Home My WebLink AboutDKS ASSOCIATES ("DSK")-2016INSURANCE NOT ON FILE A-2016-373 WORK MAY Q PROCEED CLERK OF COUNCIL DATE.: 14(11>00� CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 20'h day of December 2016 by and between DKS Associates (DKS) a California Corporation, (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of environmental consulting services. City desires to have an innovative phased, and transitional parking study performed for the Metro East Mixed Use Overlay District Expansion Project. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed Ninety Nine Thousand Nine Hundred and Seventy Two Dollars ($99,972.00) during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2017, unless terminated earlier in accordance with Section 15, below. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney, 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City by the Consultant. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, to the extent that they arise from the negIigent acts, errors or omissions of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect Its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Copies to: Executive Director of Planning & Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-5897 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 Consultant: DKS Associates Jim M. Daisa, PE 2401 E. Katella Ave., Suite 425 Anaheim, CA 92806 Tel. 657-284-2620 Fax 510-268-1739 Email - iim.daisaadksassociates.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. fSignafure Page Follows} IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: D, q� ,�, MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Byrcv Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: ssan Hagha i, AIGIP Executive Director Planning & Building Agency CITY OF SANTA ANA DAVID CAVAZ S City Manager TANT Principal Tax ID#: 94-2583153 EXHIBIT A SCOPE OF'SERVICES Project Understanding and Approach Similar to the City of Santa Ana, many communities across the nation are implementing regulatory plans that establish a framework for vibrant, walkable, mixed-use and/or transit -oriented districts similar to the Metro East Mixed Use (MEMU) Overlay District. These plans are in response to many internal and external factors including economic development, redevelopment of under-utilized land, evolving community lifestyles, improved air quality and reduced greenhouse gas emissions, and shifts in market demand and private sector product delivery. The provision of parking and the management of the public and private parking supply have been critical and evolving topics at every scale of development. The abundance of free parking resulting from conventional zoning codes often conflicts with community goals to create compact, higher -density mixed-use districts where walking, biking, and transit are viable and attractive choices for transportation. In the not so distant past, financing institutions discouraged developers from building projects with less parking than conventional zoning required because of the lack of data supporting the economic viability of mixed-use and transit -oriented development. Those times have changed with the advent of numerous successful examples of vibrant urban development replacing traditional, outmoded, low -intensity single- use development models. The City of Santa Ana has adopted new progressive parking requirements for development within the MEMU Overlay District. The requirements vary depending on whether the development is stand-alone, or vertically or horizontally mixed. Table 1 provides a comparative summary of the City's conventional and MEMU Overlay District parking requirements. As illustrated in the table, the District's parking code is substantially different from the requirements for conventional single -use development elsewhere in the City, and provides a robust standard for mixed-use shared parking disallowed under conventional development standards. Despite the paradigm shift in the feasibility and desirability of this now common type of development, many communities still struggle with the transition from traditional parking requirements to more progressive parking requirements—requirements that recognize the reduced demand for parking achievable through compact, mixed-use environments through shared parking, improved walkability, attractive transit service, and modern techniques for managing the public and private parking supply. Concern about transitioning to more progressive parking requirements is a real and legitimate issue resulting from a number of factors including: Policies, programs, incentives, public investment, and agency commitment that encourage and support private investment in mixed-use districts; Real and perceived perceptions and attitudes about the adequacy of parking to support development; The lag in demand for ground -floor commercial space in mixed-use developments and the cost -burden created by this market offset; The overall maturity of the mixed-use development in the district necessary to create a beneficial synergy between land uses and a walkable environment; and The existence, extent, and quality of the public infrastructure (streets, streetscapes, multimodal connectivity) and services (public transportation, public parking, maintenance) to support a reduced parking supply and encourage alternative modes of transportation. The creation of a compact, walkable, mixed-use district takes time and commitment for the many public and private pieces to come together, evolve, and mature. During this transitionary period, it is the responsibility of the public agencies to work collaboratively with the development community to lessen the risks taken by the early catalyst development projects. This can be achieved by: 1) adopting transitionary strategies; 2) allowing flexibility in the initial implementation of the MEMU plan parking requirements; 3) considering code application from a holistic rather than individual development perspective; and 4) active management of public parking and other infrastructure resources by the City of Santa Ana. TABLE 1: COMPARATIVE SUMMARY OF PARKING REQUIREMENTS UNDER CURRENT MUNICIPAL CODE AND MEMU QVERLAY DISTRICT a Stand-alone Residential: per Multi -Family Site total: 1 covered Stand-alone Residential: current code, prohibited In prohibited Residential space per unit +1 space 2.25 spaces per unit Village Center District per total number of on- (includes 1 assigned space Mixed-use Residential: 2.0-2.25 site bedrooms + guest per unit and guest parking) spaces per unit (includes 1 spaces equal to 25% of assigned space per unit and min. required parking guest parking). See Shared Parking below. Retail and Service 5 spaces per 1,000 square feet of GFA Prohibited Per current code for stand-alone Per current code nonresidential uses. See Shared Parking below for 10 spaces per 1,000 Restaurant square feet of GFA and Prohibited mixed-use development Per current code open-air dining area Per current code for stand - Office 3 spares per 1,000 alone nonresidential uses. 3 spaces per 1,000 square feet of GFA SeeShared Parking below square feet of GFA for mixed-use development prohibited Hotel 1space per guest room +1 space per each 10 Per current code. guest rooms + 2 spaces Requires CUP. for managers Mixed-use Developments with less than 10 percent of the Shared Parking No allowance (the gross floor area as commercial: Min. 2.0 spaces per residential allowance No allowance numbewance(the parkingr of or live/work unit inclusive of guest parking and any (Noallothe ber of spaces required h nonresidential uses. parking spaces use on the same site is Mixed—use developments with 10 percent or greater of the required for each determined separately) gross floor area as commercial: requires a parking study to use on thesame site establish an adequate parking requirement for the mixture of s determined uses in the proposed development. However, a min, standard separately) of 2.25 spaces per unit inclusive of guest parking and any nonresidential uses Is required Unbundled Parking in Multi- Prohibited Not explicitly addressed in MEMU Overlay Zone standards. Not Applicable Family Assume current code. Developments Parking In -Lieu Allowed aspartofa Fee Parking Districtwith Not explicitly addressed in MEMU Overlay Zone standards. Assume current code. imitations -to be used forfuture public parking serving the district Required of Guest parking ata rateof 10 percent of the total required parking spaces shall be set Guest parking Residential Only. See I aside and assigned for the exclusive use of guests in any development project within the current code above. MEMU Overlay Zone. 10 Notes: Current code: Division 3, Article 15: Off -Street Parking Requirements, Santa Ana Municipal Code GFA = Gross Floor Area CUP = Conditional Use Permit Source: DKS Associates The overall goal of transitionary strategies is a gradual and/or stepwise implementation of new progressive parking requirements as public and private investments are made and as the District matures. Stepwise implementation relies on completion of milestone investment, infrastructure, or service improvements that support the vision and vibrancy of the District. This may require adoption of new temporary or permanent parking codes, or flexibility in applying current code, new temporary or permanent public investment, creation and ongoing support for a parking management district and/or transportation management association, and consideration of public/private partnerships. Some progressive and innovative strategies to considerfor MEMU Overlay District include: Gradual implementation of Transportation Demand Management (TDM) policies and strategies to reduce overall automobile travel demand in parallel with development of the District, and consideration of forming a Transportation Management Association (TMA) directed by the District's public and private stakeholders; Formation of a Parking Management District with a goal to support implementation of the District's parking codes and to fund a temporary or permanent public parking system either publically or privately owned and operated; Consideration of converting certain streets to allow on -street, metered parking, and the use of variable parking pricing of on- and off-street public parking to control utilization and availability; Allocation of privately built parking to accommodate TDM -related strategies such as reserved car share and carpool/vanpool spaces; and Allowing private development to provide parking in excess of the District's parking code— initially with gradual reversion to landscaping, public places, or subsequent phases of development. Methodology and Work Product Task 1: Project Management Underthe Project Management task, DKS' ProjectManager(Jim Daisa, PE)and Local Coordinator (Jeff Heald, PE) will: Oversee the completion of the contracted scope of services and efficient use of the budget within the agreed upon project schedule; Prepare monthly invoices and written progress reports in compliance with the terms and conditions of the contract; Attend in person, or by phone, bi-monthly consultant/City staff progress meetings; Oversee and manage the work of our team's subconsultant including the review and integration of subconsultant labor and direct costs into our monthly invoices; Prepare agendas and summary notes for progress meetings, public meetings and other venues and ensure that action responsibilities are completed in a timely manner; and Conduct quality control review of all draft and final deliverables. Task 2: Literature Reviewand Data Collection Purpose: This task will compile best practices in parking requirements and phased development standards as a library of potential strategies and identify relevant lessons learned for refining the recommendations for the MEMO Overlay District. DKS will lead a research effort to obtain, review and summarize policies, code and parking management strategies adopted by other public agencies, as well as literature published and/or disseminated by research institutes and/or professional organizations (e.g., TRB, ITE, ULI). The literature review will target information that specifically defines transitional parking strategies and innovative policies as well as development standards for mixed-use and transit- oriented development. DKS will prioritize its review of local agency code within communities in Southern California, the state of California, and nationally in thal order. DKS will coordinate with City staff on the collection of mapping and parking related data for the MEMU Overlay District including GIS base map files, past parking surveys, parking supply inventories, relevant conditions of approval and development agreements, parking management districts in other parts of the City, and long range plans for public infrastructure and transit service. DKS may conduct spot parking supply and utilization surveys within the MEMU Overlay District as part of developing the parking scenarios described in Task 3. Task 3: Land Use and Development Capacity Analysis and Parking Scenario Modeling Purpose: This task is to develop an understanding of the potential mixed-use development capacity of the District and where that development may occur given current and future market trends. This information will be utilized to develop development "scenarios" as input into a parking supply and demand forecasting model. Task 3A: Land Use and Development Capacity Analysis RRM will review data (to be provided by the City) that is relevant to the area, including mapping Information, General Plan, Zoning Code, Metro East Mixed -Use Overlay Zone, and other environmental and planning efforts that have a bearing in the City. In addition, RRM will review existing land uses in the project area for potential increases in allowable mixtures of land uses and densities. Following the review of existing data, RRM will meet with DKS and City of Santa Ana staff to discuss the specifics of the Metro East Mixed -Use Overlay Zone and other relevant planning policies. As part of this meeting, the consultant team will conduct a field trip with City staff to gain a thorough understanding of the study area. This task will include the following: Review project goals and objectives, scope of work, and project timeline Identify key project contacts and information exchange Discuss general concerns and issues to be focused on during the project Review preliminary areas for potential increases in allowable mixture of land uses and densities as well as likely phasing Discuss project deliverable design and format Based on the above tasks, RRM will prepare project massing "prototypes' utilizing the existing City zoning standards for up to four (4) sites. A single site will be identified within each of the four MEMU districts (Neighborhood Transitional District, Village Center District, Active Urban District, Office District) and tailored to represent the allowable development. "Prototypes" will illustrate a variety of land uses mixes and horizontal and vertical development configurations. All sites will be selected and confirmed in conjunction with City staff prior to preparing prototype/case study designs. Case studies will use the Metro East Mixed - Use Overlay Zone to determine development feasibility. Development standards will inform site design in conjunction with building code standards, reconciled with likely intensity/density and neighboring context. DKS and RRM will use the development prototypes to identify the range of parking supplythatcan be provided within the range of development types, and identifywhere the prototypes may be developed beyond the initial foursitesto create a development scenario within a reasonable planning horizon (e.g., 10 or 20 years). Task 36: Parking Scenario Modeling DKS will use the scenarios derived from the development capacity analysis in Task 3A to develop a parking supply and demand forecasting model. The supply component of the model will encompass parking supplies reflecting traditional Santa Ana parking requirements and MEMO mixed-use development codes applied to 12 existing and identified redevelopment sites created in Task 3A. The demand component of the model will encompass demand rates reflecting traditional Santa Ana development (using ITE parking demand rates for single -use land uses potentially calibrated based on actual parking occupancy data) and MEMU mixed-use development (based on our modified version of the Urban Land Institute Shared Parking methodology that includes reductions for alternative mode use). DKS will run up to three modeling scenarios representing three timeframes and three levels of maturity of the development and surrounding context (including pedestrian, bicycle, transit and roadway infrastructure and services), and prepare maps illustrating the outcome. The modeling will help identify and justify proposed transitionary and phased parking strategies by identifying the magnitude and location of any parking surplus or deficit, and allow the testing of various public and private parking strategies (e.g., the effect of locating a small public parking lot within the Active Task 4: Transitional Parking Strategy Development and Proposed Zoning Code Purpose: This task uses the information from Tasks 2 and 3 to inform the development of potential transitionary and phased strategies for implementing the parking requirements in the MEMU Overlay District. The menu of strategies will be vetted with City staff, stakeholders and decision -makers and refined into language appropriate for amending the City's zoning code and/or MEMU Overlay District's development standards. DKS, with technical support from RRM, will develop a menu of short-range and long-range transitionary parking strategies categorized by implementing entity, cost, effectiveness, timeframe and sub -district. RRM will prepare up to three development standard graphics to illustrate proposed strategies to the extent the strategies can be illustrated. DKS will provide technical supporting information from our literature review and research, data collection, and parking scenario modeling (from Task 3B). Consideration would be given to the citywide applicability of the strategies. The menu of strategies will be initially vetted through City staff with the intent of presenting the strategies in a community/stakeholder forum and subsequently in a Planning Commission or City Council study session. The forum and study session would inform the preparation of potential language for amending the City's zoning code and MEMU Overlay District development standards. Task 5: Meeting Attendance, Deliverables, and Environmental Document Advisement Purpose: This task identifies the meetings DKS staff will attend as part of this proposal and the level of effort DKS will commit to advising City staff with regards to the preparation of the environmental document for the comprehensive General Plan and zoning code update. Attendance at Meetings: DKS' Project Manager and/or Local Coordinator will prepare for, and attend, the following meetings: • Kick-off meeting with City staff One community workshops/stakeholder forum Monthly progress meetings with staff in person and/or by phone One Planning Commission or City Council study session or, alternatively, one Planning Commission General Plan & Zoning Subcommittee meeting One Planning Commission public hearing One City Council public hearing Deliverables: • Administrative draft technical report (three hard copies) Final public draft technical report (three hard copies) • Final public technical report (three hard copies) Electronic files of all administrative draft, final public draft, and final public technical reports (one CD or USB flash drive) in both Microsoft Word format and editable PDF t3 Environmental Document Advisement: DKSonmental Document Advisementative draft, final public drafthe our technical work into environmental documentation and will attend public hearings to receive comments on DKS' technical work to the extent the public hearings are included in the list of meetings above. TIME SCHEDULE The time schedule illustrates the DKS team's estimated schedule to complete this study. Consistent with City staff's expectations, we propose to complete the study in approximately six months. The schedule identifies weeks when we would deliver draft and final products, and allows for staff review time. The schedule also identifies when we would expect to conduct milestone meetings 14 Weeks Tasks FSit193Y£:3k%?39 1 Project Management 2 Literature Review and Data Coilection 3A Land Use and Development Capacity Analysis Well r 36 Parking Scenario Modeling ,„rs^ara 4 Transitional Parking Strategies �r ,. �, .' -. and Proposed 7.,oning Code S Meetings, Deliverables and , Environmental Advisement °Nvfe Rte 'schedule assumes a stan=J,trq set of deliverables and sta^ k , ..� s •;;:, ^ r -Cs . , , . , C.n� .._ rc% aw time oefarn and after all meetings. Standard de'Iverablea induc!erAenngagendd,draft Power Point presentation, meenvg ran'-.r-nre ... ,r--.cr notes with action items ard,,.aty remponlble for actor Standa,d na it - ,r +. •rvr staff review time is apps xifndtcly t 3.1afi eatept For large anti Complex pre;entanoas vvhiCh way ex't'end to a'Nnek- ""vote: The Planting Cor imiyzon and City Coanc Pubfc hearaxp ata anrrclpated tc ecttir outsldrs of the schedrde for tilts prol€ct. 14 Weeks FEE SCHEDULE (OR) RATES AND CHARGES M= Table 2 presents the DKS team's cost proposal. The labor cost proposal is broken down by task and personnel. Our subconsultant (RRM Design Group) is included in the cost proposal as a non -labor expense, However, we have included their proposal to DK5 Associates in the appendix. The travel expenses are for our Project Manager's travel between Sacramento and Santa Ana. Our total labor and expenses cost proposal equals $99,972. 15 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured 16 Countersigned by Authorized Representative CSR® CERTIFICATE OF LIABILITY INSURANCE DATE tMM1DDdYYYY) ' 4/2016 11 14, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CEITIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement, s . PRODUCER Edgewood Partners Insurance Center License No. OB29370 P.Q. Box 13847 CONTACT Kim.. Coleman Berger NAME. PHONE FAX ---_.._ JJQ rxt� 6-576-1534 916583-7619 E-MAIL Kim Coleman Berger@epicbrokrurs.com .ADDRESS.:. __. —_ Sacramento CA 95853 INSURER(S) AFFORDING COVERAGE NAIL # INSURER A: Hartford Insurance of Midwest .37478 INSURED DKSASSOC INSURER B Hartford CasualtyInsuranceCorn apy 29424 DIES Associates INSURER C :Llo ds of London 85202 1970 Broadway, Suite 740 Oakland CA 94612 INSURER D :Hartford Aooident & Indemnity Compa 22357 CLAIIMS-MADE � OCCUR PD.d INSURER E: INSURER F: COVERAGES CERTIFICATE NmBEll 371073280 RFVI'SION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR. CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. /NSR ''.. LTR TYPE OF INSURANCE Ai7D BNSD B WVD '..... POLICY NUMBER. POLICY EFF MMIDDfYYYY POLICY EXP MMPDDMYYY _. ... _ LIMITS A X COMMIERCIALGENERAL LIABILITY 157UUNVJ5164 5/112016 5/112017 EACH OCCURRENCE $1,000,000... CLAIIMS-MADE � OCCUR PD.d ._......_ DAMAGE TO RENTED PREMISES Ea occurrence) $300,000 X .._...._...__.-.. MED EXP /Any one person) $10,000__ $5,000 PERSONAL & ADV INJURY $1.,000,000 'L AGC3REGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 GEN ...... POLICY X [ ECT a LOC ... .........._. PRODUCTS - COMPlflP AGO $2 000,000 ._....... m $ OTHER: A AUTOMOBILE LIABILITY 57UUNVJ5164 5/1/2016 5/1/2017 COMBINEDIN LE LIMIT$ 1,000,000 BODILY INJURY (Per person) $ AUTO IXANY OWNED SCHEDULED ALL AUTOS AUTOS O NON -OWNED HIRED AUTOS X AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ No Owned Ault B X UMBRELLA LIAB X OCCUR 57XHUVJ3516 5(1/2016 511/2017 EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 EXCESS LIAB CLAIMS-MiADE DED IX RETENTION$$10,000 $ D YVORKFRS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE 57WEGE0049 511/2016 5/112017PER OTH- X STATUTE ER . E.L. EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? NIA __.._.__._... _ E.L. DISEASE - EA. EMPLOYE $1,000„000 IMandatory in NH) If yes, describe ander DESCRIPTION OF OPERATIONS below E.L,DISEASE -POUCYLIMIT $1,0100,000 C Errors & Omissions BN300650K 5/1/2016 5111'2017 PerClaiiTs $1,000,000 Claims Made Aggregate $3,0700,000 Retro Date; 511711979 Deductible $50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addito-onal Remarks Schedule, may be attached if more space is required) Re: Santa Ana Metro East Innovative Parking Strategies. Additional Insured: The City of Santa Arra, its officers, agents, employees and representatives. When required by written contract, Additional Insured status with primary coverage applies to General Liability and Automobile Liability, Waiver of Subrogation applies to General Liability, Automobile Liability, and Workers` Compensation and 30 ]lay Notice of Cancellation applies to General Liability, all per the att Chad endorsements. CERTIFICATE HOLDER CANCELLATION I U 1988.20114 ACORD CORPORATION. All, rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Purchasing Dept, ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana CA 92701 '.. AUTHORIZED REPRESENTATIVE U 1988.20114 ACORD CORPORATION. All, rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD have ali your rights and duties under this Coverage Part, e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part, The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured Linder another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 1 Newly Acquired or Formed Organization Any organization you newly acquire or form, other than\ a partnership, joint venture or limited liability company, and over which you imaintain financiai interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180thday after you acquire or form the organization or the end of the policy period, whichever is earlier;. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "'Bodily injury" to a co -"employee"" of the person driving the equipment; or b, "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Policy Number: 57UUNVJ5164 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or 15. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you, have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part, 7MT17-1T10 Any person(s) or organization(s) (referred to below as vendor), 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 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exciusions: This insurance 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; Page 10 of 18 HG 00 01 06 05 (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 omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (I) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) 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. b. Lessors of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds this Insurance does not apply to any "occurrence" which takes place after the equipment lease expires. PoliCy NUrnher; 57UUNVJ5164 c. Lessors of Land or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: 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 person or organization. d. Architects, Engineers or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not appiy to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions Any state or polifical subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the ""products -completed operations hazard"'. HG 00 01 06 05 Page 11 of 18 f. Any Other Party Any other person or organization who is not an insured under Paragraphs a., through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "'products, -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the '"products -completed operations hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications or (2) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds under this provision is described in Section III — Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 1. The Most We will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or Policy Number: 57UUNVJ51A54 c. Persons or organizations making claims or bringing ,.Suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7 Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 that are in excess of the applicable limit of insurance. An agreed settlement means, a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a, Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with ail that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or Policy Number: 57UUI�4VJ5164 (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part, (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributor To Other Insurance When Required By Contract If you have agreed in, a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional insureds own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an, additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's, rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Shearing If all of the other insurance permits contribution by equal shares,, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Page 14 of 18 HG 00 01 06 05 If any of the other insurance does not permit contribution by equal shares, we will contribute permit limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. R!, C. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bili'. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as, we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and:: complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the Poiicy Numher: 57UUNVJ51 64 insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage, 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing wili be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed materiai, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea"' means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and:, if arising out of the above, mental anguish or death at any time. HG 010 01 06 05 Page 15 of 18 171MMILIWITIM nzlw I This policy is subjed to e following additional cof',Oltiomq: X If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the cert1cate Wdeir(s) with mailing addresses r theagienitof record or the Company. B. If this poIL-y is cancelled by the Company fbr nonpayment of premium, or by the irsured, nofice of such cancellation will be provided within (10) days of the canceilla�tion effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Policy Narra -)er: 5'7UU[,4VJ51CJ If notice is mai'led, proof of mailing to the last imilown, mailing address of the certificate holder(s) an file with the agent of record o:r the Company MI Mn stficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificaie of insurance aippli�cable to this poliq�'s terrrL Failure to provide such notice to the certificate holder(s) will not amend or extend the dale the cancellation becomes effactive, nor will it negate cancellation of t,he policy. Failure to send notice shall agents or representatives. Form IH 03 13 06 11 Page 1 of 1 2011, The Hartford Policy Number: 57UUNVJ5164 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORPJ ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business, entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION Il - LIABILITY COVERAGE is amended to add: d, Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section 11 - Liability Coverage is amended to add: a. The lessor of a covered "auto" while the ""auto" is leased to you under a written agreement if: (1 ) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered 1. .1 CIULU YUU III U. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section ll - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "'insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." @ 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" (1) During the policy period, and (2) Subsequent tothe execution mfsuch written contract, and (3) Prior to the exp�redon of the period of time that the written contract requires such insurance boprovided hothe additional insured. (2)How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your po|icy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of |maunsnoe shown in the Declarations. Such amount shall be e part of and not in addition to Limits ofInsurance shown in the Declarations and described in this Sentimn. (3) Additional Insureds Other Insurance If we cover a c|u|mn or "suit" under this Coverage Part that may also be covered by other insurance aveWob|a to an additional insured, such additional insured Must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in written contract or written agreement that this insurance in primary and non- contributory with the additional |neurad'm own insurance. (4) Duties in The Event Of Accident, Claim, Suit nrLoss If you have agreed in m written omotnaut or vvhtban agreement that another person or organization be added as on additional insured on your pu|icy, the additional insured obuh be required to comply wlth the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM . SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CQNDKT|C)NS, in the same manner anthe Named Insured, goIicy Number: 57-IJUNVJ5164 E. Primary and Non-Conthbmtory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. ' Additional Insured If Required by Cortnac±, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary J you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in m written contract or written agreement that this insurance iaprimary and non-contributory with the additional inauned'a own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and NQdmnot apply hzother insurance to which the additional insured has been added asamadditional insured. When this insurance is excess, we will have no duty to defend the insured against any ^*uit" if any other insurer has e duty to defend the insured against that "'suit". If no other insurer defends, we will undertake to do eo, but wewill be entitled to the inouned,o rights against all those other insurers. When this insurance is axuoas over other inaumnce, we will pay only our shave of the amount of the loss, if any, that exceeds the num of: (1) The total amount that all such other insurance would pay for the loss in the absence ofthis insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance, We will share the remaining loes, if any, by the method described inOther Insurance 5d. 2. AUTOS RENTED BYEMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following! @2O11.The Hartford (Includes copyrighted material (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's"" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss"' in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered ,.auto" to you, 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D III - PHYSICAL following is added: - DEDUCTIBLE - of SECTION DAMAGE COVERAGE, the Policy Number: 57UUNVJ5164 If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible., 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation, 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "'bodily injury" or "'property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States, of America, Puerto Rico or Canada or in a settlement we agree to. 5. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: @ 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such 'waiver because of payments we make for damages �undtr this Covera�ce Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written nofice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an ad6tional 10%, to a maximum of $2,500, of the "non -hybrid"" auto's actual cash value or replacement cost, whichever is less, b,The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay LIP to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. 072011, The Hartford (Includes copyrighted material Form HA 99 16,03 12 of ISO Properties, Inc., with its permission.) Page 5 o 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 0; NVE1 LVI A -X01 &Q I I 'A Policy Number: 57 WE GEG 0 4 9 Endorsement Number: EffectiveDate: 05/01/20116 Effective hOUr is the sarne as stated on the Information Page of the policy. Named Insured and Address: DIES ASSOCIATES 1970 BROADWAY STE, 740 OAKLAND, CA 94612 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE ANY PERSON OR OGANTZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEHEN'I' TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersigned by BLANKET AS REQUIRED BY co[vrRACT Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 05/01/2016 Policy Expiration Date: 05/01/201'7