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16-113.00 DKS Associates: 2017 FASTLANE Grant Support AGREEMENT FOR SERVICES DKS Associates 2017 FASTLANE II Grant Application Support Contract#16-113 THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and DKS Associates,hereinafter"Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services,attached as Exhibit A. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work,Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee,Consultant shall commence work,perform the requested tasks in the Scope of Services, stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement,Consultant represents it possesses the ability,skill,and resources necessary to perform the work and is familiar with all current laws,rules,and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31, 2016, unless the time for performance is extended in writing by the Agreement for Services(without professional liability coverage) Page 1 of 6 Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3.Compensation City agrees to pay Consultant$17,990.00 as full compensation for everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards,City Code,and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk DKS Associates Phone: (509)921-1000 (206)382-9800 Address: 11707 East Sprague Ave., Suite 106 719 Second Ave, Suite 1250 Spokane Valley, WA 99206 Seattle, WA 98104-1706 6.Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents, and services shall conform to all federal,state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A.By executing this Agreement,the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended,proposed for debarment, declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local)transaction or contract under a public transaction;violation of federal or state antitrust statutes or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and Agreement for Services(without professional liability coverage) Page 2 of 6 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal, state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved,and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9.Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files,for the City's use. City shall have unrestricted authority to publish,disclose,distribute,and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such records,and to make audits of all contracts, invoices,materials,payrolls,and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11.Insurance. Consultant shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1.Automobile liability insurance covering all owned,non-owned,hired,and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury,and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3.Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. Agreement for Services(without professional liability coverage) Page 3 of 6 B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2.Commercial general liability insurance shall be written with limits no less than$1,000,000 for each occurrence,and$2,000,000 for general aggregate. C.Other Insurance Provisions. The policies are to contain,or be endorsed to contain,the following provisions for automobile liability and commercial general liability insurance: 1.Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance,self-insurance,or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall fax or send electronically in.pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement,which shall be Exhibit C. The certificate shall specify all of the parties who are additional insureds,and shall include applicable policy endorsements,and the deduction or retention level.Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles,self-insured retentions,and/or self-insurance. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability,loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever to the extent caused by the wrongful or negligent acts,errors,or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Agreement for Services(without professional liability coverage) Page 4 of 6 Consultant's duty to indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24.115. Consultant's duty to indemnify, and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a)City or City's agents or employees,and(b)Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Consultant, Consultant's agents,subcontractors, subconsultants,and employees. Consultant's duty to indemnify,and hold City harmless shall include,as to all claims,demands,losses,and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection,and all other claim-related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided,that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City,and does not include, or extend to,any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated.Notwithstanding any other provision contained within this Agreement,nothing shall be construed so as to void,vitiate or adversely affect any insurance coverages held by either party to this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15.Subcontracts. Except as otherwise provided herein,Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16.Confidentiality. Consultant may,from time-to-time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Consultant agrees that it may,at City's request,be joined as a party Agreement for Services(without professional liability coverage) Page 5 of 6 in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19.Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified, or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift,favor, service,or other thing of value from any person with an interest in this Agreement. 21.Business Registration. Prior to commencement of work under this Agreement,Consultant shall register with the City as a business if it has not already done so. 22.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section,sentence, clause,or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Project Budget C. Insurance Certificates The Parties have executed this Agreement this-) day of �32c em..Le,20j6. CITY OF SPOKANE VALLEY Consultant: --' IVO& Cdilier --- ,7 ....:0/0/....------- Mark Calhoun,City Manager By: Richard Hutchinson,Office Manager ATT T• 4.,,,t ).2);:frjv,,b\t_________ Christine Bainbridge,City Clerk 44D. * . OVED TO FORM: / Offi e of the C •rney Agreement for Services(without professional liability coverage) Page 6 of 6 g. Exhibit "A" DKS 719 Second Avenue, Suite 1250 Seattle,WA 98104-1706 206.382.9800 www.d ksassociates.corn November 22, 2016 Ray Wright, PE Planning &Grants Engineer City of Spokane Valley Public Works Department • 11707 E Sprague Ave, Suite 106 Spokane Valley,WA 99206 Al 6x07-080 Subject: Scope of Services for FASTLANE II Grant Application Proposals for City of Spokane Valley Rail Grade Separation Projects at Barker Rd and Pines Rd Dear Ray: The purpose of this scope of services is to prepare: • A FASTLANE grant application for the Barker Road/BNSF Grade Separation project • A FASTLANE grant application for the Pines Road/BNSF Grade Separation project The majority of the application content will be a re-use of the April 2016 FASTLANE grant application, which combined both the Barker Road and Pines Road grade separation projects into one application. The key focus of the new FASTLANE grant applications will be to separate the projects into separate applications. The applications will be compliant with USDOT's Notice of Funding Opportunity(NOFO)for the Fiscal Year 2017 FASTLANE grant program'. Each FASTLANE grant application consists of Standard Forms 424 and 424C, cover page, project narrative(25 pages maximum), benefit-cost analysis, and supporting documentation. This letter includes project scope assumptions, a detailed scope of services for each task, project schedule, and project budget. Notice of Funding Opportunity for the Department of Transportation's Nationally Significant Freight and Highway Projects(FASTLANE Grants)for Fiscal Year 2017.U.S. Department of Transportation,Office of the Secretary of Transportation,Docket No.DOT-OST-2016-0016.https://www.transportation.gov/build- america/fastlane/fastlane-i i-notice-fundi ng-opportunity Seattle,WA• Portland, OR• Salem, OR• Oakland, CA• Sacramento, CA•Anaheim, CA•Austin,TX•Tampa, FL 4. DKS Exhibit "A" Page 2 PROJECT SCOPE ASSUMPTIONS DKS Associates (herein "Consultant")will prepare the majority of the FASTLANE Grant Applications with support from the City of Spokane Valley(herein "City"). For budgeting purposes this scope of services assumes: • City is already registered with grants.gov. • City will enter the final application electronically into the grants.gov website. • City will provide any new/updated data or project information that has developed since the FASTLANE I grant application was submitted in April 2016. • City will provide input on the funding sources they plan to use for the local match. • City will solicit and collect letters of support for the grant applications. • City will provide review comments within three days of receiving each draft grant application. • City agrees that no new data, background or framework text will be added to the narrative and the separate project narratives will most likely have page counts less than the 25 page maximum. TASK 1 .0 PROJECT MANAGEMENT AND COORDINATION Consultant shall monitor project schedule, scope, and budget, manage team resources, and facilitate project coordination meetings as described under this task. Task 1 .1 Project Kick-Off Meeting Consultant shall facilitate a kick-off meeting with City no later than November 22, 2016. The purpose of the meeting will be to discuss any changes that have occurred to the grade separation projects since April 2016 such as design developments, changes in funding sources, or new coalitions. Task 1.1 Deliverables • Meeting minutes within two days after meeting. Task 1.2 Barker FASTLANE Application Review Meeting Consultant shall facilitate a meeting with City no later than December 6, 2016.The purpose of the meeting will be to perform a review of the draft Barker Road/BNSF Grade Separation Project FASTLANE grant application and identify final edits needed prior to submittal to USDOT. Task 1.2 Deliverables • Meeting minutes within two days after meeting. Task 1.3 Pines FASTLANE Application Review Meeting Consultant shall facilitate a meeting with City no later than December 12, 2016. The purpose of the meeting will be to perform a review of the draft Pines Road/BNSF Grade Separation Project FASTLANE grant application and identify final edits needed prior to submittal to USDOT. A. r D KS Exhibit "A" Page 3 Task 1.3 Deliverables • Meeting minutes within two days after meeting. TASK 2.0 FASTLANE GRANT APPLICATIONS Consultant shall prepare the FASTLANE grant applications as described in the sub-tasks. Consultant shall prepare one application that includes the Barker Road/BNSF Grade Separation project(herein "Barker")and on application that includes the Pines Road/BNSF Grade Separation project(herein "Pines"). The selection criteria for the Fiscal Year 2017 FASTLANE grant awards is the same as it was for the Fiscal Year 2016 FASTLANE grant awards.Also, because this application is taking place before the end of year 2016, the benefit-cost analysis and detailed project cost estimates may remain in year 2016 dollars. The Consultant shall undertake these key activities to update the FASTLANE grant applications: • Create separate standard forms, cover pages, supporting documentation, and narratives for each project. • In the narrative, highlight differences between the new application and the April 2016 FASTLANE I application as required by USDOT in the NOFO. • Replace narrative text about large project size with text about small project size. Describe differences in the selection criteria.All of the large project selection criteria still apply but small projects have more of an emphasis on state and local impacts versus national impacts. • Relocate Cost Effectiveness section in the project narrative based on the updated outline in the NOFO. • Update the project schedules to reflect the fund obligation deadlines in the NOFO. Task 2.1 Barker Standard Forms, Cover Page, and Supporting Documentation Under this task Consultant shall: • Complete Standard Form 424 (Application for Project Assistance). • Complete Standard Form 424C (Budget Information for Construction Programs). • Update cover page per the NOFO. • Compile all supporting documentation into one PDF.This may include items such as the detailed benefit-cost analysis, statements of support, cost estimate summary, and fiscal/economic benefit reports. Task 2.1 Deliverables • Barker Standard Form 242 • Barker Standard Form 242C • Barker Cover Page • Barker Compilation of Supporting Documentation DKS Exhibit "A" Page 4 Task 2.2 Barker Project Narrative Consultant shall update the narrative prepared in April 2016 so that it only covers the Barker Road/BNSF Grade Separation Project as described at the beginning of Task 2.0. Task 2.2 Deliverables • Barker Project Narrative Task 2.3 Pines Standard Forms, Cover Page, and Supporting Documentation Under this task Consultant shall: • Complete Standard Form 424 (Application for Project Assistance). • Complete Standard Form 424C (Budget Information for Construction Programs). • Update cover page per the NOFO. • Compile all supporting documentation into one PDF. This may include items such as the detailed benefit-cost analysis, statements of support, cost estimate summary, and fiscal/economic benefit reports. Task 2.3 Deliverables • Pines Standard Form 242 • Pines Standard Form 242C • Pines Cover Page • Pines Compilation of Supporting Documentation Task 2.4 Pines Project Narrative Consultant shall update the narrative prepared in April 2016 so that it only covers the Pines Road/BNSF Grade Separation Project as described at the beginning of Task 2.0. Task 2.4 Deliverables • Pines Project Narrative PROJECT SCHEDULE The FASTLANE applications are due to USDOT no later than 5 pm PDT on December 15, 2016. Proposed interim milestones to meet this schedule include: • Tuesday, November 29: Project kick-off meeting with City • Friday, December 9: DKS will submit both draft FASTLANE applications for review • Tuesday, December 13: FASTLANE Applications review meeting with City • Wednesday, December 14: DKS will submit final Barker and Pines FASTLANE applications to City f D KS Exhibit "A" Page 5 • Thursday, December 15: City will enter the FASTLANE applications into the grants.gov system Notice to proceed (NTP) is anticipated within one to two business days of the November 22, 2016 city council meeting that will include discussion of the FASTLANE grant applications. PROJECT BUDGET The proposed project budget is$17,990. See Attachment A for detailed budget. Sincerely, DKS Associates A Corporation Richard Hutchinson Seattle Office Manager Attachments: A. Project Budget 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 .a' Ci 0 0 0 0 O Vi Ci an C1 0 Nus 00 O N N N N a 01 a 01 N Q1 .p - N N N en .--1 .-i ,...a �-•� 10 01 F m u>W'.in.N V?a.6 V. N 4"). N N VY N 0 0 0 0 0 0 0 0 0 0 , y. 0 0 0 0 0 O O O O O Wd a 0 06 O O O O d O C 4I V} in N V? VT InV}in.N I- W r+ 0. W W y a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 to O O O N a 0011 a 0011 N m O .-i N N N M .-1 .-i ..4 c-1 ID • K f'• J v .y V}VT VT HI N t0 .-1 l0 a 00 L!1 an an en O� V^1 OI V^1 M UI i N e-I N- O 3 F J 2 ~ .-1 n 0 .-1 e-I M M O Y I EC 09 V N --,a" -p W N d Q V/ C i Fa 0 N V1 N V1 a s 0 u N N O E . 0 3 0 M � rCI LL 1n u* 0 LOa 10x000 0 J N N l0 10 0 C• SD m 3OD C�O W u0 - W V) VL = a a a 1 N N.-1 N •--1 N a 0 NI CO 0 0 W O OC O C o VI 00 w in. 6 aciN 0 a a o a 00 u W o a N W N O a O O C I-i2 10 c a 2 in O/ C_ .0 m m C C H H o CO m O O p ai •O N (. F t0 o N N o E C F 1- F an Y 0J W m CO _C J R 0 C C o -o a0N - W + u io 0 W W c 2 W T,o E E a o 0 O C • 0D 0 i W so C b0 10 01 C OD C CL C 0 t W W an 01 W d 0 . C Oa W 2 W 7 0. W u •0 2 ,n3 w i > W N 00 ai Ou N O = K N d C . Tc C C O m W p O C j t E > C C '- V > v W 1, u n• > v a, 0.o_ E c C 0 0 < 0_ .n O E % 0 O o.v O < c LL ,o O O t`, U z u, o .o Z u_ m W W Z �1+ 17 -o Val c o s 'ip m 1.1 Z .> N a) o •a-• u .~ng aIca o c ?' Jo c CD N C Y LL Q an a in O. CO � W C LL Q N 1 W 'O E U W Y y C - Y W W 7 0 CO V f0 no 2 f0 C i f0 01 C C "6 CL tj •- c 072- to _ an d o [O C0 2 d O W .- a E z •• aui a C D N a y .-M N (i ."1 N 01 a 0 _ s C 0 NI G N N N h N N N N 0- 3 v ' ID N a u. I m = N y1 C W L. W W Q fl)++ z a 5 E o73 L W N fV W LL Z F w a . 00 DATE(MM/DD/YYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE 11/30/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must 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). CONT PRODUCER NAMEACT Kim Coleman Berger Edgewood Partners Insurance Center PHONEg16 576-1534 ac.Nor.916-583-7619 License No.0629370 (A/C.No,Eat): P.O. Box 13847 a DAREss:Kim.Coleman_Berger@epicbrokers.com Sacramento CA 95853 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Insurance of Midwest 37478 INSURED DKSASSOC INSURER B:Hartford Casualty Insurance Company 29424 DKS Associates INSURER c:Hartford Accident&Indemnity Compa 22357 1970 Broadway, Suite 740 Oakland CA 94612 INSURER D:Lloyds of London 85202 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1023803136 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WLIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) IMM/DDIYYYYI A x COMMERCIAL GENERAL LIABILITY 57UUNVJ5164 5/1/2016 5/1/2017 EACH OCCURRENCE $1,000,000 _ DAMAGE CLAIMS-MADE X OCCUR PREM SESO(EaENTEoccu ence) $300,000 X $5,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 _ POLICY X ECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE UABILITY 57UUNVJ5164 5/1/2016 5/1/2017 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ X HIREDSAUTOS X NON -OWNED PROPERTY DAMAGE —$ _ AUTOS (Per accident) - No Owned Aut $ B X UMBRELLA LIAB X OCCUR 57XHUVJ3516 5/1/2016 5/1/2017 EACH OCCURRENCE _$5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$$10,000 $ C WORKERS COMPENSATION 57WEGE0049 5/1/2016 5/1/2017 X PER STATUTE OTH- ER AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Errors&Omissions-Claims Made BN300650K 5/1/2016 5/1/2017 Per Claim/Aggregate $2,000,000 C Stop Gap-Washington State 57WEGE0049 5/1/2016 5/1/2017 Deductible $50,000 Employer's Liability $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) E&O Retro Date: 5/17/1979 Re: DKS Project #16217-000, Spokane Valley FASTLANE II Grant Application. Additional Insured: City of Spokane Valley. When required by written contract, Additional Insured status with primary coverage applies to General Liability and Automobile Liability and Waiver of Subrogation applies to General Liability, Automobile Liability, and Workers' Compensation, all per the attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 11707 E Sprague Street ACCORDANCE WITH THE POLICY PROVISIONS. Spokane Valley,WA 99206 AUTHORIZED RERESENTATIVE -642.•• ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Policy Number: 57UUNVJ5164 have all your rights and duties under this Coverage 5. Nonowned Watercraft Part. With respect to watercraft you do not own that is less e. Unnamed Subsidiary than 51 feet long and is not being used to carry Any subsidiary, and subsidiary thereof, of yours persons for a charge, any person is an insured while which is a legally incorporated entity of which you operating such watercraft with your permission. Any own a financial interest of more than 50% of the other person or organization responsible for the voting stock on the effective date of the Coverage conduct of such person is also an insured, but only Part. with respect to liability arising out of the operation of The insurance afforded herein for any subsidiary the watercraft, and only if no other insurance of any kind is available to that person or organization for this not named in this Coverage Part as a named liability. insured does not apply to injury or damage with respect to which an insured under this Coverage However, no person or organization is an insured with Part is also an insured under another policy or respect to: would be an insured under such policy but for its a. "Bodily injury" to a co-"employee" of the person termination or the exhaustion of its limits of operating the watercraft; or insurance. b. "Property damage"to property owned by, rented to, 3. Newly Acquired or Formed Organization in the charge of or occupied by you or the employer Any organization you newly acquire or form, other than of any person who is an insured under this a partnership, joint venture or limited liability company, provision. and over which you maintain financial interest of more 6. Additional Insureds When Required By Written than 50% of the voting stock, will qualify as a Named Contract,Written Agreement Or Permit Insured if there is no other similar insurance available The following person(s) or organization(s) are an to that organization. However: additional insured when you have agreed, in a written a. Coverage under this provision is afforded only until contract, written agreement or because of a permit the 180th day after you acquire or form the issued by a state or political subdivision, that such organization or the end of the policy period, person or organization be added as an additional whichever is earlier; insured on your policy, provided the injury or damage b. Coverage A does not apply to "bodily injury" or occurs subsequent to the execution of the contract or "property damage" that occurred before you agreement. acquired or formed the organization; and A person or organization is an additional insured under c. Coverage B does not apply to "personal and this provision only for that period of time required by advertising injury" arising out of an offense the contract or agreement. committed before you acquired or formed the However, no such person or organization is an insured organization. under this provision if such person or organization is 4. Mobile Equipment included as an insured by an endorsement issued by With respect to "mobile equipment" registered in your us and made a part of this Coverage Part. name under any motor vehicle registration law, any a. Vendors person is an insured while driving such equipment Any person(s) or organization(s) (referred to below along a public highway with your permission. Any other as vendor), but only with respect to "bodily injury" person or organization responsible for the conduct of or "property damage" arising out of"your products" such person is also an insured, but only with respect to which are distributed or sold in the regular course liability arising out of the operation of the equipment, of the vendor's business and only if this Coverage and only if no other insurance of any kind is available Part provides coverage for "bodily injury" or to that person or organization for this liability. However, "property damage" included within the "products- no person or organization is an insured with respect to: completed operations hazard". a. "Bodily injury" to a co-"employee" of the person (1) The insurance afforded the vendor is subject to driving the equipment;or the following additional exclusions: b. "Property damage"to property owned by, rented to, This insurance does not apply to: in the charge of or occupied by you or the employer (a) "Bodily injury" or "property damage" for of any person who is an insured under this which the vendor is obligated to pay provision. 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 Policy Number: 57UUNVJ5164 (b) Any express warranty unauthorized by you; c. Lessors of Land or Premises (c) Any physical or chemical change in the Any person or organization from whom you lease product made intentionally by the vendor; land or premises, but only with respect to liability (d) Repackaging, except when unpacked solely arising out of the ownership, maintenance or use of for the purpose of inspection, demonstration, that part of the land or premises leased to you. testing, or the substitution of parts under With respect to the insurance afforded these instructions from the manufacturer, and then additional insureds the following additional repackaged in the original container; exclusions apply: (e) Any failure to make such inspections, This insurance does not apply to: adjustments, tests or servicing as the vendor 1. Any "occurrence" which takes place after you has agreed to make or normally undertakes cease to lease that land;or to make in the usual course of business, in connection with the distribution or sale of the 2. Structural alterations, new construction or products; demolition operations performed by or on behalf (f) Demonstration, installation, servicing or of such person or organization. repair operations, except such operations d. Architects, Engineers or Surveyors performed at the vendor's premises in Any architect, engineer, or surveyor, but only with connection with the sale of the product; respect to liability for "bodily injury", "property (g) Products which, after distribution or sale by damage" or "personal and advertising injury" you, have been labeled or relabeled or used caused, in whole or in part, by your acts or as a container, part or ingredient of any omissions or the acts or omissions of those acting other thing or substance by or for the on your behalf: vendor; or (1) In connection with your premises;or (h) "Bodily injury" or "property damage" arising (2) In the performance of your ongoing operations out of the sole negligence of the vendor for performed by you or on your behalf. its own acts or omissions or those of its With respect to the insurance afforded these employees or anyone else acting on its additional insureds, the following additional behalf. However, this exclusion does not exclusion applies: apply to: This insurance does not apply to "bodily injury", (i)The exceptions contained in Sub- "property damage" or "personal and advertising paragraphs(d) or(f);or injury" arising out of the rendering of or the failure (ii) Such inspections, adjustments, tests or to render any professional services by or for you, servicing as the vendor has agreed to including: make or normally undertakes to make in 1. The preparing, approving, or failing to prepare the usual course of business, in or approve, maps, shop drawings, opinions, connection with the distribution or sale of reports, surveys, field orders, change orders or the products. drawings and specifications; or (2) This insurance does not apply to any insured 2. Supervisory, inspection, architectural or person or organization, from whom you have engineering activities. acquired such products, or any ingredient, part e. Permits Issued By State Or Political or container, entering into, accompanying or containing such products. Subdivisions b. Lessors of Equipment Any state or political subdivision, but only with respect to operations performed by you or on your (1) Any person or organization from whom you behalf for which the state or political subdivision lease equipment; but only with respect to their has issued aermit. liability for "bodily injury", "property damage" or p "personal and advertising injury" caused, in With respect to the insurance afforded these whole or in part, by your maintenance, operation additional insureds, this insurance does not apply or use of equipment leased to you by such to: person or organization. (1) "Bodily injury", "property damage" or "personal (2) With respect to the insurance afforded to these and advertising injury" arising out of operations additional insureds this insurance does not performed for the state or municipality;or apply to any "occurrence" which takes place (2) "Bodily injury" or "property damage" included after the equipment lease expires. within the "products-completed operations hazard". HG 00 01 06 05 Page 11 of 18 Policy Number: 57UUNVJ5164 f. Any Other Party c. Persons or organizations making claims or bringing Any other person or organization who is not an "suits". insured under Paragraphs a. through e. above, but 2. General Aggregate Limit only with respect to liability for "bodily injury", The General Aggregate Limit is the most we will pay "property damage" or "personal and advertising for the sum of: injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting a. Medical expenses under Coverage C; on your behalf: b. Damages under Coverage A, except damages (1) In the performance of your ongoing operations; because of "bodily injury" or "property damage" (2) In connection with your premises owned by or included in the "products-completed operations hazard"; and rented to you; or c. Damages under Coverage B. (3) In connection with "your work" and included within the "products-completed operations 3. Products-Completed Operations Aggregate Limit hazard", but only if The Products-Completed Operations Aggregate Limit (a) The written contract or agreement requires is the most we will pay under Coverage A for damages you to provide such coverage to such because of "bodily injury" and "property damage" additional insured;and included in the "products-completed operations hazard". (b) This Coverage Part provides coverage for "bodily injury"or"property damage" included 4. Personal and Advertising Injury Limit within the "products-completed operations Subject to 2. above, the Personal and Advertising hazard". Injury Limit is the most we will pay under Coverage B With respect to the insurance afforded to these for the sum of all damages because of all "personal additional insureds, this insurance does not apply and advertising injury" sustained by any one person or to: organization. "Bodily injury", "property damage" or"personal and 5. Each Occurrence Limit advertising injury" arising out of the rendering of, or Subject to 2. or 3. above, whichever applies, the Each the failure to render, any professional architectural, Occurrence Limit is the most we will pay for the sum engineering or surveying services, including: of: (1) The preparing, approving, or failing to prepare a. Damages under Coverage A; and or approve, maps, shop drawings, opinions, b. Medical expenses under Coverage C reports, surveys, field orders, change orders or because of all "bodily injury" and "property damage" drawings and specifications; or arising out of any one"occurrence". (2) Supervisory, inspection, architectural or engineering activities. 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented The limits of insurance that apply to additional insureds To You Limit is the most we will pay under Coverage A under this provision is described in Section III — Limits for damages because of"property damage"to any one Of Insurance. premises, while rented to you, or in the case of How this insurance applies when other insurance is damage by fire, lightning or explosion, while rented to available to the additional insured is described in the you or temporarily occupied by you with permission of Other Insurance Condition in Section IV— Commercial the owner. General Liability Conditions. In the case of damage by fire, lightning or explosion, No person or organization is an insured with respect to the the Damage to Premises Rented To You Limit applies conduct of any current or past partnership,joint venture or to all damage proximately caused by the same event, limited liability company that is not shown as a Named whether such damage results from fire, lightning or Insured in the Declarations. explosion or any combination of these. Stu i iON m—LIMI r 5 Ut- INSUKANct 7. Medical Expense Limit 1. The Most We will Pay Subject to 5. above, the Medical Expense Limit is the The Limits of Insurance shown in the Declarations and most we will pay under Coverage C for all medical the rules below fix the most we will pay regardless of expenses because of "bodily injury" sustained by any the number of: one person. a. Insureds; 8. How Limits Apply To Additional Insureds b. Claims made or"suits" brought; or 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 Policy Number: 57UUNVJ5164 that are in excess of the applicable limit of insurance. (7) When You Add Others As An Additional An agreed settlement means a settlement and release Insured To This Insurance of liability signed by us,the insured and the claimant or Any other insurance available to an additional the claimant's legal representative. insured. 4. Other Insurance However, the following provisions apply to other If other valid and collectible insurance is available to insurance available to any person or the insured for a loss we cover under Coverages A or organization who is an additional insured under B of this Coverage Part, our obligations are limited as this coverage part. follows: (a) Primary Insurance When Required By a. Primary Insurance Contract This insurance is primary except when b. below This insurance is primary if you have agreed applies. If other insurance is also primary, we will in a written contract or written agreement share with all that other insurance by the method that this insurance be primary. If other described in c. below. insurance is also primary, we will share with b. Excess Insurance all that other insurance by the method described in c. below. This insurance is excess over any of the other insurance, whether primary, excess, contingent or (b) Primary And Non-Contributory To Other on any other basis: Insurance When Required By Contract (1) Your Work If you have agreed in a written contract, written agreement, or permit that this That is Fire, Extended Coverage, Builder's Risk, insurance is primary and non-contributory Installation Risk or similar coverage for "your with the additional insured's own insurance, work"; this insurance is primary and we will not (2) Premises Rented To You seek contribution from that other insurance. That is fire, lightning or explosion insurance for Paragraphs (a) and (b) do not apply to other premises rented to you or temporarily occupied insurance to which the additional insured has by you with permission of the owner; been added as an additional insured. (3) Tenant Liability When this insurance is excess, we will have no That is insurance purchased by you to cover duty under Coverages A or B to defend the insured your liability as a tenant for "property damage" against any "suit" if any other insurer has a duty to to premises rented to you or temporarily defend the insured against that "suit". If no other occupied by you with permission of the owner; insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all (4) Aircraft,Auto Or Watercraft those other insurers. If the loss arises out of the maintenance or use When this insurance is excess over other of aircraft, "autos" or watercraft to the extent not insurance,we will pay only our share of the amount subject to Exclusion g. of Section I — Coverage of the loss, if any,that exceeds the sum of: A—Bodily Injury And Property Damage Liability; (1) The total amount that all such other insurance (5) Property Damage to Borrowed Equipment Or would pay for the loss in the absence of this Use Of Elevators insurance;and If the loss arises out of "property damage" to (2) The total of all deductible and self-insured borrowed equipment or the use of elevators to amounts under all that other insurance. the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property We will share the remaining loss, if any, with any Damage Liability; other insurance that is not described in this Excess Insurance provision and was not bought specifically (6) When You Are Added As An Additional to apply in excess of the Limits of Insurance shown Insured To Other Insurance in the Declarations of this Coverage Part. Any other insurance available to you covering c. Method Of Sharing liability for damages arising out of the premises or operations, or products and completed If all of the other insurance permits contribution by operations, for which you have been added as equal shares,we will follow this method also. Under an additional insured by that insurance; or 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 Policy Number: 57UUNVJ5164 If any of the other insurance does not permit insured will bring "suit"or transfer those rights to us contribution by equal shares, we will contribute by and help us enforce them. limits. Under this method, each insurer's share is b. Waiver Of Rights Of Recovery (Waiver Of based on the ratio of its applicable limit of Subrogation) insurance to the total applicable limits of insurance of all insurers. If the insured has waived any rights of recovery 5. Premium Audit against any person or organization for all or part of any payment, including Supplementary Payments, a. We will compute all premiums for this Coverage we have made under this Coverage Part, we also Part in accordance with our rules and rates. waive that right, provided the insured waived their b. Premium shown in this Coverage Part as advance rights of recovery against such person or premium is a deposit premium only. At the close of organization in a contract, agreement or permit that each audit period we will compute the earned was executed prior to the injury or damage. premium for that period and send notice to the first 9. When We Do Not Renew Named Insured. The due date for audit and If we decide not to renew this Coverage Part, we will retrospective premiums is the date shown as the mail or deliver to the first Named Insured shown in the due date on the bill. If the sum of the advance and Declarations written notice of the nonrenewal not less audit premiums paid for the policy period is greater than 30 days before the expiration date. than the earned premium, we will return the excess to the first Named Insured. If notice is mailed, proof of mailing will be sufficient proof of notice. c. The first Named Insured must keep records of the SECTION V—DEFINITIONS information we need for premium computation, and send us copies at such times as we may request. 1. "Advertisement" means the widespread public 6. Representations dissemination of information or images that has the purpose of inducing the sale of goods, products or a. When You Accept This Policy services through: By accepting this policy,you agree: a. (1) Radio; (1) The statements in the Declarations are accurate (2) Television; and complete; (2) Those statements are based upon (3) Billboard; (4) Magazine; representations you made to us;and (3) We have issued this policy in reliance upon your (5) Newspaper; or representations. b. Any other publication that is given widespread b. Unintentional Failure To Disclose Hazards public distribution. If unintentionally you should fail to disclose all However, "advertisement"does not include: hazards relating to the conduct of your business a. The design, printed material, information or images that exist at the inception date of this Coverage contained in, on or upon the packaging or labeling Part, we shall not deny coverage under this of any goods or products; or Coverage Part because of such failure. b. An interactive conversation between or among 7. Separation Of Insureds persons through a computer network. Except with respect to the Limits of Insurance,and any 2. "Advertising idea" means any idea for an rights or duties specifically assigned in this Coverage "advertisement". Part to the first Named Insured,this insurance applies: 3. "Asbestos hazard" means an exposure or threat of a. As if each Named Insured were the only Named exposure to the actual or alleged properties of Insured; and asbestos and includes the mere presence of asbestos b. Separately to each insured against whom claim is in any form. made or"suit"is brought. 4. "Auto" means a land motor vehicle,trailer or semitrailer 8. Transfer Of Rights Of Recovery Against Others To designed for travel on public roads, including any Us attached machinery or equipment. But "auto" does not a. Transfer of Rights Of Recovery include"mobile equipment". 5. "Bodily injury"means physical: If the insured has rights to recover all or part of any payment, including Supplementary Payments, we a. Injury; have made under this Coverage Part, those rights b. Sickness;or are transferred to us. The insured must do nothing c. Disease after loss to impair them. At our request, the sustained by a person and, if arising out of the above, mental anguish or death at any time. HG 00 01 06 05 Page 15 of 18 Policy Number: 57UUNVJ5164 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 d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED -of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for such a policy but for its termination or the lessor and the exhaustion of its Limit of Insurance. (2) The"auto"is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. -WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage"that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered"auto." Paragraph A.1. -WHO IS AN INSURED -of SECTION II - LIABILITY COVERAGE is amended to add: ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 1 of 5 Policy Number: 57UUNVJ5164 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 primary, we will share with all that other If you have agreed in a written contract 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 insurance is primary and we will not (b) The Limits of Insurance shown in 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 duty to defend the insured against any "suit" 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. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss If you have agreed in a written contract We will share the remaining loss, if any, by the 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 9916 0312 of ISO Properties, Inc.,with its permission.) Page 2 of 5 Policy Number: 57UUNVJ5164 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same"accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for"loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT,CLAIM, SUIT OR LOSS equipment(other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident"applies only when the "accident"is known to: (1) Permanently installed in or upon the covered "auto" in a housing, (1) You, if you are an individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment;or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO-COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE-of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto"to you. "bodily injury" or "property damage" is determined in a "suit,"the "suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: 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 0312 of ISO Properties, Inc.,with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss"is$10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric OS - CANCELLATION - applies motors to move the auto, or the internal CONDITIONS TIafollows: combustion engine to charge one or more excelectric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. 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," ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 57 WE GE0049 Endorsement Number: Effective Date: 05/01/2016 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DKS 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 OGANIZATION BLANKET AS REQUIRED BY FROM WHOM YOU ARE REQUIRED BY CONTRACT WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 05/01/2016 Policy Expiration Date: 05/01/2017