Loading...
HomeMy Public PortalAboutC-17-021 - Dyett & Bhatia, Urban and Regional Planners Amendment No. 3, Planning Services for General PlanAMENDMENT NO.3 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment") by and between the CITY OF CARSON ("City") and DYETT & BHATIA, l URBAN AND REGIONAL PLANNERS, a California Corporation ("Consultant") is effective as of the qday of V4[,Wv,, 2020. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services v dated June 6, 2017 ("Agreement"), whereby Consultant agreed to provide Planning Services to help the City Update the General Plan and the Zoning Ordinance. B. City and Consultant entered into that certain Amendment No. 1 to the Agreement dated June 5, 2018 ("Amendment No. I"), whereby Consultant agreed to incorporate and provide additional public outreach strategies and activities to allow additional meetings, workshops and forums toward supporting the services detailed in the Agreement, and the parties agreed to increase the Contract Sum prescribed in the Agreement, as such term is defined therein. C. After the Agreement and General Plan Update project was initiated, the City identified the need to (1) evaluate the Carson Circuit and Dial -A -Ride Service and (2) develop Senate Bill 743 (Steinberg, 2013) implementation approach through the General Plan. In order to address these objectives, the City proposed to detail how the current Carson Circuit and Dial -A - Ride Service meets or does not meet the transportation needs of the community and integrate a Vehicle Miles Traveled (VMT) approach into the City's transportation guidelines, Transportation Demand Management Program and Circulation Element. City and Consultant entered into that certain Amendment No. 2 to the Agreement dated February 18, 2020, to increase the Contract Sum from $1,175,194 to $1,372,164 to enable the Consultant to provide these additional services. D. Pursuant to an application submitted on or about January 27, 2020, City, in or about October of 2020, received a conditional award of a Local Early Action Planning (LEAP) grant in the amount of $300,000 from the California Department of Housing and Community Development, to be used for the purposes of (1) preparing the City's General Plan Housing Element for the 2021-2029 planning period and subsequent compliance with the 6th Cycle RHNA obligations of the City, and (2) adopting an Accessory Dwelling Unit (ADU) ordinance consistent with changes in state law and amending the General Plan and Zoning Code as necessary to accommodate same, including completing the necessary CEQA assessments for such tasks (the "LEAP Grant"). City desires to use the LEAP Grant to retain Consultant to perform the LEAP Grant tasks and services, and Consultant is agreeable to same. E. Based on the foregoing, City and Consultant desire to enter into this Amendment to: (1) increase the contract sum by $300,000, from $1,372,164 to $1,672,164, with the understanding that the additional funding authorized is the LEAP Grant funding and no other funding; and (2) to increase the scope of services to provide for Consultant to perform the above - 01007.0005/680220.2 referenced tasks and services pursuant to the LEAP Grant. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics, deleted text in strikedueugk). a. The first paragraph of Section 2.1, Contract Sum, is hereby amended to read as follows: "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Six Hundred Seventy -Two Thousand One Hundred Sixty -Four Dollars ($1,672,164) One aril., Throe Hundred Seventy Two Thousand n u a d S our- 'tars ($1,372,164) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." b. Exhibit "A" (Scope of Services) of the Agreement is hereby amended to add a new Section III, to read in its entirety as follows: "III. LEAP Grant Tasks Commencing as of the effective date of Amendment No. 3 to this Agreement, Consultant shall perform the following additional tasks: LEAP Grant Task 1: prepare the City's General Plan Housing Element for the 2021-2029 planning period; comply with City's 6th Cycle RHNA obligations. The new housing element will provide the capacity and an implementation component for approximately 5,606 new housing types and price points within the housing planning period, in compliance with the 61h Cycle RHNA obligations of the City. The Housing Element will contain pro -housing policies, and will identify and evaluate City -owned surplus properties for residential development. The process will include an adequate sites inventory that will identify infill opportunities to accommodate the number of housing units and affordability targets per RHNA. It will also provide opportunities for a range of residential types and densities, such as a diversity of multi -family housing units at higher densities to incentivize construction on brownfield sites or in close proximity to job centers and major public transportation corridors. The preparation of the housing element will satisfy California Government Code Section 65580 et seq., by extensively evaluating factors related to housing condition, housing needs, production challenges, and developing strategies and an implementation component to promote housing construction. These tasks will 01007.0005/680220.2 evaluate the current housing policies, special needs populations, and permitting procedures, as well as examining potential housing opportunity sites. The Housing Element will be forwarded to HCD for certification. The City will also amend the General Plan as part of the preparation and adoption of the Housing Element. LEAP Grant Task 2: prepare an Accessory Dwelling Unit (ADU) ordinance amending the City's Zoning Code consistent with changes in state law; prepare documents as necessary to amend the General Plan to accommodate same. Consultant will prepare an ordinance and take other measures as necessary to address City's need to update its Municipal Code and amend its General Plan to respond to the changes to State law ADU provisions and standards that went into effect January 1, 2020. Consultant, in cooperation with City staff and the City Attorney's office, will prepare the ADU ordinance pursuant to Section 65852.2 of the Government Code along with local zoning considerations. Consultant will also develop a plan to incentivize the construction of ADUs, which will be coordinated with and addressed as part of the Housing Element Update. The ADU ordinance will be forwarded, within 60 days of City Council adoption, to HCD for review and approval. The adoption of the ADU ordinance will require amendment of the General Plan and Zoning Code. Leap Grant Tasks 1 and 2 are collectively referred to herein as the "LEAP Grant Tasks". CEQA assessment will be conducted for both LEAP Grant Tasks. Consultant will develop a Public Engagement Program (PEP) applicable to both Leap Grant Tasks that will ensure inclusion of hard to reach population groups, disadvantaged residents, seniors and youth and property owners and renters. Consultant's shall perform the LEAP Grant Tasks consistent with the City's approved LEAP Grant application, except as otherwise provided in this Section or authorized by the Contract Officer. The project timeline and budget for Consultant's performance of the LEAP Grant Tasks shall be as set forth in the following table, unless otherwise authorized by the Contract Officer, provided that, notwithstanding the foregoing or any other provision of this Agreement, the cost incurred and compensation payable for the LEAP Grant Tasks shall not exceed $300,000 absent a City Council -approved amendment to this Agreement. LEAP Grant Tasks shall not be compensated with funding other than the LEAP Grant, absent a City Council -approved amendment to this Agreement. Task Est. Cost Begin End Deliverables (without limitation as to 01007.0005/680220.2 01007.0005/680220.2 J requests by Contract Officer) Project $27,500 12/1/20 9/6/22 General, Management Memos, Reports Project Initiation $5,000 12/1/20 4/1/21 Contract, Kick -Off Meeting Data $15,000 4/1/21 6/1/21 Background Gathering/Analysis Memo Public Engagement $30,000 6/1/21 9/1/21 Memo, Report, Tasks Preliminary $10,000 7/15/21 8/15/21 Preliminary Policies, Goals, Policies, Objectives Goals, Objectives Screencheck $32,000 7/15/21 9/15/21 Draft Housing Element & Housing ADU Element & ADU Public Review $25,500 10/1/21 11/15/21 Draft Housing Element & Housing ADU Element & ADU CEQA — EIR $140,000 5/1/21 12/1/21 Scoping, EIR, 45 Day P.R, Adoption City Approval $12,000 1/1/22 2/15/22 Planning Comm. & City Council HCD Certification $3,000 3/1/22 6/15/22 Certified & Approval Housing Element & ADU Ordinance 01007.0005/680220.2 The foregoing cost itemizations are estimates only, and may be shifted from one Task sub -budget to another as stated in Section III of Exhibit `C."' c. Existing Section III of Exhibit "A" (Scope of Services) of the Agreement is hereby renumbered to Section IV. d. Existing Section IV of Exhibit "A" (Scope of Services) of the Agreement is hereby renumbered to Section V. e. Section I of Exhibit "C" (Schedule of Compensation) of the Agreement is hereby amended as follows: 01007.0005/680220.2 Time (from Project Phase/Task Start to Completion) Sub -Budget Phase I: Project Initiation, Visioning, and Issue Identification 7 Months $256,133 1. Project Initiation 3 Months $34,876 2. Visioning and Issue Identification 6.5 Months $73,331 3. Existing Conditions, Trends, and Opportunities Assessment 7 Months $147,926 Phase II: Options and Strategies 14.5 Months $220,187 4. Alternatives 11.5 Months $144,067 5. Preferred Plan 14.5 Months $141,120 6. Carson Circuit and Dial -A -Ride Evaluation and VMT Guidelines 6 Months $196,970.00 Phase III: Draft and Final Documents 28 Months $633,874 7. Draft General Plan 20 Months $155,132 8. Draft and Final EIR 23 Months $203,495 9. Planning and Zoning Code Update 28 Months $249,500 10. —T— Hearings and Adoption 25.5 Months $25,747 01007.0005/680220.2 *The 60 -month 34 month period shall supersede any conflicting schedules set forth in Exhibit "D-1," "Schedule of Performance," of the Agreement. f. Section V of Exhibit "C" (Schedule of Compensation) of the Agreement is hereby amended as follows: "The total compensation for the services shall not exceed $1,672,164 $1,110,194 if City does not exercise the option to prepare TDM or Parking Regulations or Design Guidelines, or $1,726,664 $1,'�9 if the City does exercise the option to prepare TDM or Parking Regulations or Design Guidelines, as provided in Section 2.1 of this Agreement." 2. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1, Amendment No. 2, and this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Regarding Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 01007.0005/680220.2 LEAP Grant Tasks 21.5 Months $300,000 (Amendment No. 3) (as detailed in Section (as detailed in III of Exhibit "A') Section III of Exhibit "A") TOTAL 3 ^ TrN4entihs Estimated Not to Exceed 60 $''�4 Months* $1,672,164 *The 60 -month 34 month period shall supersede any conflicting schedules set forth in Exhibit "D-1," "Schedule of Performance," of the Agreement. f. Section V of Exhibit "C" (Schedule of Compensation) of the Agreement is hereby amended as follows: "The total compensation for the services shall not exceed $1,672,164 $1,110,194 if City does not exercise the option to prepare TDM or Parking Regulations or Design Guidelines, or $1,726,664 $1,'�9 if the City does exercise the option to prepare TDM or Parking Regulations or Design Guidelines, as provided in Section 2.1 of this Agreement." 2. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1, Amendment No. 2, and this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Regarding Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 01007.0005/680220.2 City represents and warrants to Consultant that, as of the date of this Amendment, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01007.0005/680220.2 F VI "MOVED AS TO FORM AUSME. & 'WI NDEk UY Sniny K- Soha a, City Attomey [t7 CONSULTANT: DYETI- & BHATIA. a California Corporad�on I By: -_L Name: Bhatia Tele: President By:— Name- Title: y:_Name-Title: Address: 133.330 Broadway, Suite 604 Oakland, CA 44612 Two corporate officer signatures required n -ben Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 0W071XU05/6M2M-2 CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of AlowtR } On It 12n12A2 n before me, S,� G.,� r►'Ia, cr .. .�., s -422 A �— ere insert n�arr and td a of Neo icer) personally appeared �4"'g , who proved to me on the ba i� s of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WIT ESS my hand and official seal. SUSHIML MA COMMMM3 .� lOMRYPIAUCCMJIORIM AIAMEDACOUNFY COMMISSM EXP Aft A2[112 Nota blit Signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed, should be completed and attached to the document. Acknowledgments from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary law. kitle or description of attached document continuee or description of attached document) a State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which h must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages Document Date commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/ihe},- is /aPe ) or circling the correct forms. Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer . The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a (Title) sufficient area permits, otherwise complete a different acknowledgment form. ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. ❑ Attorney -in -Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. ❑ Other Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). 2015 Version www.NotaryClasses.com 800-873-9865 • Securely attach this document to the signed document with a staple. CORPORATE RESOLUTION: ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS AND SHAREHOLDERS OF DYETT & BHATIA, URBAN AND REGIONAL PLANNERS WHEREAS, Dyett & Bhatia, Urban and Regional Planners (the "Corporation") must from time to time enter into contracts with public agencies and private entities; and WHEREAS, the Corporation's Bylaws assign general responsibilities for the day-to-day affairs conduct of the Corporation to the President and other officers, including the authority to sign contracts; and WHEREAS, the undersigned sole director and shareholder of the Corporation believes that the above responsibilities and actions are in the best interest of the Corporation. NOW THEREFORE, the undersigned, being the sole director and shareholder of the Corporation, do hereby adopt by their unanimous written consent the following resolution: RESOLVED: This Corporation hereby affirms that is has authorized Rajeev Bhatia in his capacity as President, Secretary and Chief Financial Officer of the Corporation (also referred to as "Principal" or "Partner"), to negotiate and sign contracts for professional services in the name of the Corporation and to execute all related documents as necessary to bind the Corporation. Dated as of March 13, 2018 Rajeev Bhatia, Sole Director and Shareholder (S:/D1'EBHA/0001/DOC/01327853.DOCX 2) CONTRACT #17-021 DYETAND-01 MICHAE AG'ORO CERTIFICATE OF LIABILITY INSURANCE FDAT/412 D/YYYY) 8 /a/2o2o THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 CONTACT Terri Flower AMEL IOA Insurance Services PHONE FAX 3875 Hopyard Road (AIC, No, Ext): (925) 660-3505 (A/C, No): Suite 200 ETerri.Flower@ioausa.com AAi LSS_ Pleasanton, CA 94588 INSURED Dyett and Bhatia Urban and Regional Planners 1330 Broadway Ste 604 Oakland, CA 94612 Ha Ha INSURER C: Liberty Mutual Insurance Company 123043 1 INSURER F: 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. INTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP INSD WVD IMMIDD/YYYYI IM DD/YYYY� LIMITS X COMMERCIAL GENERAL LIABILITY i7CLAIMS -MADE ❑ X OCCUR 57SBAUZ6211 5/16/2020 5/16/2021 L AGGREGATE LIMIT APPLIES PER POLICY ❑X JECT 1____1 LOC B AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AIURTEO�S ONLY AUUTTOpSyyNEp AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ 10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PRROPRIIETgOERR/PARTNER/EXECUTIVE (Mandatory In NH)CLUDED7 N / A If yes, describe under DESCRIPTION OF OPERATIONS below C Professional Liab. C Professional Liab. 57UECBA0893 57SBAUZ6211 57WECGE6914 AEXNYABVA07001 s 5/16/2020 5/16/2021 5/16/2020 5/16/2021 7/1/2020 7/1/2021 I E.L. DISEASE 7/1/2020 7/1/2021 Per Claim 7/1/2020 7/1/2021 Aggregate LIMIT 1,000,000 1,000,000 10,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: Carson General Plan All operations of the Named Insured, including the aforementioned project, if any. City Of Carson, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are Additional Insured on a Primary & Non -Contributory basis with Waiver of Subrogation with respect to General & Auto Liability, as required by written contract. Waiver of Subrogation is in favor of Certificate Holder, as required by written contract. 30 days' notice of cancellation is provided to the aforementioned Certificate Holder in accordance with the policy provisions. s.Z� 1 p r0✓2 c/ I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE City of Carson 8/6/2020 701 East Carson ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Dyett and Bhatia Urban and Regional Planners POLICY NUMBER: 57SBAUZ6211 DESIGN PROFESSIONAL BLANKET ADDITIONAL INSURED NOTICE - BUSINESS LIABILITY COVERAGE FORM Thank you for being a customer of The Hartford. This Notice is being provided to highlight the following important provisions included in your Business Liability Coverage Form, SS 00 08 04 05. I. ADDITIONAL INSUREDS WHEN REQUIRED BY WRITTEN CONTRACT, WRITTEN AGREEMENT OR PERMIT Please be advised that your Business Liability Coverage Form. SS 00 08 04 05 contains the following provisions in Section C. WHO IS AN INSURED: 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds 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, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. - Optional Additional Insured Coverages. d. Architects, Engineers Or Surveyors (1) 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: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: 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 services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. f. Any Other Party (1) 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. (a) In the performance of your ongoing operations; Form SS 90 40 0919 Page 1 of 3 0 2019, The Hartford (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products -completed operations hazard". but only if: (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) 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: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Please be advised that if SS 51 13 Exclusion - Engineers, Architects Or Surveyors Professional Liability - California and SS 51 14 Additional Insured Provisions - California are on the Policy, the above -referenced Subparagraph (2) of Paragraph d. Architects, Engineers Or Surveyors and Subparagraph (2) of Paragraph f. Any Other Party which contains professional liability exclusionary language has been amended. Please see SS 51 13 and SS 51 14 for details. OTHER INSURANCE - PRIMARY AND NON-CONTRIBUTORY TO OTHER INSURANCE WHEN REQUIRED BY CONTRACT Please be advised that your Business Liability Coverage Form, SS 00 08 04 05 contains the following condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS: 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under 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 all 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: (6) When You Are Added As An Additional Insured To Other Insurance That is 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 (7) When You Add Others As An Additional Insured To This Insurance That is 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, written agreement or permit 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 -Contributory 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 insured's 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. Page 2 of 3 Form SS 90 40 0919 Ill. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Please be advised that your Business Liability Coverage Form, SS 00 08 04 05 contains the following condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS: 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 insured will bring "suit' or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. 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. Please be advised that this Notice is not a Policy form and does not grant or alter coverage, or change any terms or conditions of the Policy. Please be sure to read your Policy carefully including all endorsements attached to your Policy. If there is any conflict between this Notice and the Policy, the provisions of the Policy will apply. Should you have any questions, please contact your insurance agent, broker or you may contact us directly. We appreciate your business and look forward to being of continued service to you. Form SS 90 40 09 19 Page 3 of 3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WECGE6914 Endorsement Number: Effective Date: 07/01/2020 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Dyett and Bhatia Urban and Regional Planners 1330 Broadway Ste 604 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 applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Form WC 04 03 06 (1) Printed in U.S.A. Dyett and Bhatia Urban and Regional Planners Policy #: 57UECBA0893 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM 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) nclude:(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 II - 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 II - Liability Coverage is amended to add: e. 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 "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II = 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 E. Primary and Non -Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also If you have agreed in a written contract primary, we will share with all that other insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non -Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. (3) Additional Insureds Other Insurance When this insurance is excess, we will have no "suit" duty to defend the insured against any if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (4) Duties in The Event Of Accident, Claim, (2) The total of all deductible and self-insured Suit or Loss amounts under all that other insurance. We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees: security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 (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: 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. 14. HIRED AUTO - COVERAGE TERRITORY 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. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D. - DEDUCTIBLE - of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: © 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 under this Coverage 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 notice 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.lf the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 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 up 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. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5