TDG Engineering, Inc.
On-Call Transportation Planning 1 Version 03-05-25
SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ___ day of _________, 2025 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation ( “the City”), and TDG ENGINEERING, INC. , a California corporation, whose address is 8484 GEORGIA AVENUE, SUITE 800, SILVER SPRING, MD 20910 (“Provider” or “Contractor”), in reference to the following facts and circumstances:
RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. The City is in need of the following services: on-call Transportation Engineering services.
City staff issued an RFP on March 17, 2025 and after a submittal period of twenty -one days received twelve timely submitted proposals. Staff reviewed the proposals, interviewed qualified firms and selected the service provider that best meets the City’s needs.
C. Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement.
D. Whereas, the City Council authorized the City Manager to execute this agreement on June 17, 2025.
E. The City and Provider desire to enter into an agreement for on-call Transportation Engineering services, upon the terms and conditions herein.
AGREEMENT
NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
1. TERM:
The term of this Agreement shall commence the 1st day of July 2025, and shall terminate on the 30th day of June 2030, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 EXHIBIT 6
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3. COMPENSATION TO PROVIDER:
a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference.
Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit B.
The total five-year compensation for this Agreement shall not exceed $750,000.
4. TIME IS OF THE ESSENCE:
Provider and the City agree that time is of the essence regarding the performance of this Agreement.
5. STANDARD OF CARE:
Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement . Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.
Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License , as needed ); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.
6. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider ’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer -employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415
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of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
8. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities . Such non- discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney ’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under this A greement or out of the operations conducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees alleg e negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.
Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider’s obligation to indemnify, defend and hold harmless Indemnit ees shall expressly survive the expiration or early termination of this Agreement.
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10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections
10.b. (1) through (4). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:
Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:
Statutory coverage as required by the State of California , as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggreg ate limits in the amounts of $4 ,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit d eclarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 TDG Engineering, Inc.
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employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. (4
) Professional Liability:
Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the s ervices being provided are technology-based, in the following minimum limits:
$2,000,000 each claim
A
s to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. S
UBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors.
d. FAILURE TO SECURE:
If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
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e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
Additional Insured covera ge under Provider’s policy shall be primary and non- contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance cove rage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider ’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement, they must submit the Excess Liability policy in full.
11. CONFLICT OF INTEREST:
Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415
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to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.
Control means fifty percent or more of the voting power of Provider.
13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub- providers including the names of the sub - providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub -provider shall be required to furnish proof of workers ’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub- providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
14. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.
15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415
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require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Generally, the City has the right to conduct audits of Provider’s financial, performance and compliance records maintained in connection with Contractor’s operations and services performed under the Agreement. In the event of such audit, Contractor agrees to provide the City with reasonable access to Contractor’s employees and make all such financial (including annual financial statements signed by an independent CPA), performance and compliance records available to the City. City agrees to provide Contract or an opportunity to discuss and respond to any findings before a final audit report is filed.
b. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement , as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). c. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records , and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
d. If supplemental examination or audit of the R ecords is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’ s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service ; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of : (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
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d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
City of Alameda
Public Works Department
950 West Mall Square #110
Alameda, CA 94501
ATTENTION: Scott Wikstrom, City Engineer
Ph: (510) 747-7937 / [email protected]
All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
TDG Engineering, Inc.
Contracts/Risk Management
8484 Georgia Avenue, Suite 800
Silver Spring, MD 20910
ATTENTION: Emmy Klint, General Counsel/Risk Mitigation Manager Ph: (301) 927-1900 / Email: [email protected]
e. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
Public Works Department
950 West Mall Square #110
Alameda, CA 94501
ATTENTION: Jeanette Navarro, Executive Assistant
Ph: (510) 747-7932 / [email protected]
18. SAFETY:
a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider , including the safety of all persons and property during performance of the services and tasks under this Agreement . This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all s afety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirement s will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a writte n report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415
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Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement . If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
20. ATTORNEYS’ FEES:
In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.
21. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.
22. COMPLIANCE WITH ALL APPLICABLE LAWS:
During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall de fend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.
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23. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
24. WAIVER:
A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
25. INTEGRATED CONTRACT:
Subject to the language of Section 33, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein . This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied cov enant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.
26. PREVAILING WAGES:
Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.
Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
27. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
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28. COUNTERPARTS:
This Agreement may be executed in any number of counterparts (including by fax, PDF , DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
29. SIGNATORY:
By signing this A greement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
30. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary. [
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IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
TDG E
NTINEERING, INC. CITY OF ALAMEDA
a California corporation a municipal corporation
Jennifer Toole Jennifer Ott
President City Manager
RE
COMMENDED FOR APPROVAL
Ernie Boughman
Chief Financial Officer
Erin Smith
Public Works Director
APP
ROVED AS TO FORM:
City Attorney
Len Aslanian
Assistant City Attorney
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CITY OF ALAMEDA
TRANSPORTATION PLANNING
AND ENGINEERING SERVICES
APRIL 7, 2025
Exhibit A
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ENVISIONING WHAT COULD BE, THEN BUILDING IT
360 22 ND STREET
SUITE 501
OAKLAND, CA 94612
510.298.0740
TOOLEDESIGN.COM
April 7, 2025
City of Alameda
Attn: Scott Wikstrom
City Hall West, Public Works Department
950 West Mall Square, Room 110
Alameda, CA 94501
RE: R equest for Proposals, Transportation Planning and Engineering Services Dear Scott Wikstrom and Members of the Evaluation Committee:
Toole Design is pleased to present our team’s proposal to provide Transportation Planning and Engineering Services for the City of Alameda. Our qualified team has thoroughly reviewed the RFQ and understands the services needed to successfully deliver any projects requested by the City.
Toole Design is the nation’s leading planning, engineering, and landscape architecture firm specializing in the design of multimodal Complete Streets. Our mission is to create livable communities where walking, bicycling, taking transit, and driving are safe for everyone. We focus on developing cost-effective and implementable solutions that move people efficiently while also improving health, quality of life, and economic vitality. We have an internal team of local and national experts in Complete Streets, Vision Zero, civil engineering, stormwater design, and signal design. Our team is prepared to deliver the Complete Projects described in the RFP; however, if there is a specialty service needed on a project, we are prepared to bring on a subconsultant to cover that area as needed.
This on-call contract will be administered out of our Oakland office with support from national experts on task orders, as appropriate. Our Oakland team has led projects for cities across the Bay Area from planning through final design and includes the full spectrum of staff needed for a successful implementation of Complete Streets projects. We have enjoyed working with the City of Alameda to develop the Vision Zero Action Plan, Active Transportation Plan, Neighborhood Greenways Implementation, Slow Streets projects, and a conceptual design for the Willie Stargell Avenue Trail, among other projects.. Our work in Alameda has given our staff an understanding of Alameda’s unique island context, and we are excited to continue to support the City in implementing projects to serve multimodal users throughout the community.
Ellie Fiore, AICP, will serve as Project Manager and main point of contact between the City and Toole Design Team.
Ellie brings over 20 years of engineering and project management expertise and will ensure Toole Design’s Team is staffed to deliver on any assigned task orders, leverage best practice guidance material to make informed recommendations, and lead the development of planning and engineering documents. Ellie will be supported by Amalia Leighton Cody, PE, AICP , who will serve as Principal-in-Charge for this contract, overseeing projects for integrity, safety, equity, and practicality. Amalia is a civil engineer and planner who has managed significant utility, stormwater, park, and transportation planning projects, and clients who have worked with Amalia value her emphasis on implementation. She has experience leading complex, multi-disciplinary teams and delivering projects on schedule and on budget. Mia Candy will serve as the Quality Assurance/Quality Control Lead for Transportation Planning. Jeremy Chrzan, PE, PTOE, LEED AP® will serve as the Quality Assurance/Quality Control Lead for Traffic Engineering.
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415
ENVISIONING WHAT COULD BE, THEN BUILDING IT
We are committed to providing the services as specified, and we will commit our staff and resources necessary to provide on-call consulting services throughout this contract. Toole Design has deep professional and technical resources, with a staff that includes planners, engineers, designers, landscape architects, data and GIS analysts, safety experts, and graphic artists. Toole Design’s proximity to Alameda means that we will be accessible and available for all projects. We know that good communication starts with accessibility, and there will always be a team member available to respond to critical matters. For each task order, Toole Design will implement a project management approach for effective communication between City of Alameda staff, our team, and project stakeholders. Our project leadership will then assign the appropriate staff for each task order. We employ tools proven to effectively present, monitor, and communicate the scope, schedule, and budget throughout the duration of a project.
I confirm that I am a legal representative of TDG Engineering, Inc. and therefore, authorized to bind our firm to an agreement in the event of an award. I confirm that, as of the submission deadline, Toole Design has a minimum of three years of experience satisfactorily providing the same or similar services requested under this RFP, and that Toole Design is registered with the California Secretary of State in good standing. I confirm that Toole Design accepts the provisions listed in the RFQ and confirms that our proposal is valid for 90 days commencing on April 7, 2025. Toole Design has reviewed the standard service provider agreement and associated insurance requirements and requests the exceptions noted below.
Toole Design has a history of meeting project objectives on time and under budget. We are proud of our reputation for excellence in the field of planning, urban design, and engineering, and we encourage you the selection committee to contact our clients to inquire about our work. If you have questions about our proposal, please contact Ellie Fiore, Project Manager and contact person for this submittal, at [email protected] or 510.298.0740 x245.
Thank you for considering our team.
Sincerely,
Jessica Fields, PE, AICP, Director of Operations, Western U.S.
Toole Design’s contracting entity for California is TDG Engineering, Inc. (TDG) which is an affiliate of Toole Design Group, LLC. TDG has the same management as Toole Design and performs engineering work under the direction of Amalia Leighton Cody, PE, AICP who is a California-registered engineer.
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 xxxxxxxxxx
ORGANIZATION
QUALIFICATIONS
B
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 17 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN
FIRM BACKGROUND
TOOLE DESIGN
Toole Design is a leading planning, engineering,
and landscape architecture firm specializing in
transportation planning and traffic engineering.
Founded in 2003, our firm has grown to over 250 staff
in offices across the U.S., including our local Oakland office. We create the communities of tomorrow
where walking, bicycling, and taking transit are
safe, convenient, and joyful for everyone. Unique in
the industry, our firm’s sole focus is on active and
multimodal transportation and as such, we bring
clients nuanced expertise and thought partnership on
these topics.
TRANSPORTATION PLANNING
Toole Design brings direct staff expertise to all aspects of bicycle and pedestrian infrastructure planning and
design, from plans and studies at the local, regional,
and state level and national active transportation
policies, guidelines, and design standards to
micromobility siting and planning and placemaking
and urban design. Our staff have evaluated tens of
thousands of miles of roadways to develop networks of
streets that provide safer and more accessible options
for bicyclists and pedestrians, and in planning, we
aim to build momentum and capacity among city and
A group bicycle ride for the Alameda CTC Active Transportation Plan. elected officials, advocates, and the general public to ensure that projects and programs become realities.
We understand that people walking and people biking
have different needs, desires, and travel patterns, and that while planning for these modes is often closely
connected, it is also important to view them individually.
Toole Design's plans reflect that understanding by
providing tailored recommendations for each mode.
Toole Design's approach to transportation planning and
policy projects is to develop a results-driven, action- oriented deliverable. The secret to our success is to
root our plans in a compelling vision with clear goals, then develop all aspects of the plan—from policy and
program recommendations to project prioritization—to
tie back to and advance those goals. We supplement this approach by identifying implementation plans with clear timelines, responsible parties, and an effective funding strategy.
Given our specialization in multimodal planning
and design, we have a keen understanding of the
interactions between various modes. We understand
how improvements for one mode impact other modes,
and how to maximize safety and efficiency across
modes while always ensuring accessibility.
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 18 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN We have extensive experience using this understanding
to develop planning-level performance measures
and cost estimates for each mode. Additionally, our
multidisciplinary approach means that we are in a
superior position to develop concept designs; we
understand how things are built, and we apply this
knowledge at each step in the process.
TRAFFIC CALMING
Toole Design has led a range of multimodal roadway
projects to reduce the vehicular speeds, level of
traffic stress, and conflict between modes. We identify priority locations with conflicts between modes and
help communities and clients explore the trade-offs
of traffic calming elements, including but not limited
to roundabouts, traffic circles, signals, protected
intersections, rounded corners, mid-block crossings
and medians, curb extensions, and streetscape buffers.
PUBLIC OUTREACH
At Toole Design, we take community engagement as
seriously as our technical work. We know that inclusive community engagement leads to better results and
more successful implementation, and we understand
that the nature of how people communicate and share
information demands that we constantly create and
refine new techniques rather than rely on strategies
that may have worked in the past.
We believe that for a project process to be open,
transparent, and clear, opportunities for engagement
must be provided throughout its life cycle. To that end, we have extensive experience in developing public
participation work plans, leading public presentations, facilitating diverse stakeholder and technical working
groups, and preparing materials for use at public
meetings, open house events, and open streets events.
We are also accustomed to managing mailing lists and
preparing meeting notices, forming project advisory
committees, interviewing stakeholders, scheduling and
facilitating public meetings, developing websites to gather public comments, and displaying draft plans and project visuals. We have used a variety of engagement platforms to identify resident needs and wants, including online
surveys, intercept surveys and tabling at popular events, online interactive maps, public open houses, pop-up
public meetings, Open Street events, charrettes, and small walking or biking workshops with community leaders.
TRAFFIC ENGINEERING
Toole Design is a premier provider of traffic engineering services, specializing in traffic operations analysis,
microsimulation, traffic signal design, intersection
improvements, and pedestrian/bicycle facility design.
Our expertise extends from high-level conceptual
planning to the final PS&E, ensuring seamless and
effective active transportation design solutions. Toole Design has served as the lead author on multiple street design guides at both the national and local levels,
including the City of Los Angeles Supplemental Street
Design Guide, AASHTO Guide for the Development of
Bicycle Facilities, and the FHWA Bikeway Selection Guide, among others.
SIGNAGE AND STRIPING DESIGN
Our pavement markings and signing and striping plans
reflect local and best practice design guidance and
consider maintenance, safety, and geometry. We use
our experience working alongside City and County
public works departments to identify cost-effective
implementation strategies. For example, we can
coordinate new or updated pavement markings as part
of repaving programs.
ROUNDABOUT DESIGN
Toole Design's roundabout design experience spans
quick-build designs to full PS&E designs. We have
also developed roundabout best practice guidance in
a variety of municipal design manuals. Toole Design
has helped communities navigate the trade-offs of
signalization vs. roundabouts, range of roundabout
elements (i.e., landscaped central islands, splitter
islands, truck aprons, entrance lines), material
selection, and strategies to increase pedestrian
visibility. We have led community and stakeholder
workshops to develop concepts for roundabout designs.
TRAFFIC SIGNAL/PEDESTRIAN SIGNAL DESIGN
Our team is composed of professionals with a solid
foundation in traffic signal and intersection modification and installation design. We are well versed in
methodologies outlined in the Highway Capacity Manual
(HCM) and the trip generation and parking generation
manuals published by the Institute of Transportation
Engineers (ITE).
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 19 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN
COMPLETE STREETS
Toole Design has been a national leader in the
Complete Streets movement since its beginning. We
were among the first supporters of the Complete
Streets Coalition in the early 2000s. We are recognized for our work on Complete Streets planning and
design, and design guidelines, and we have conducted
data-driven analyses, developed concept plans, and
prepared construction documents for hundreds of
reimagined streets across North America. Our staff
work closely with city, county, and DOT engineers
to discuss the pros and cons of design solutions
and to work through the trade-offs associated with
reconfiguring street cross-sections to address all
users’ needs. We have written Complete Streets
design manuals for clients from across North America
and we have staff members who are certified National
Complete Streets and NACTO trainers.
Toole Design’s focus is on developing Complete
Street design solutions that improve conditions for
pedestrians and bicyclists while also balancing the
needs of other users, such as transit riders and
motorists. Our civil engineering services include
concept designs, final design and construction
documents, cost estimates, project coordination, and
construction administration services.
WAYFINDING
Toole Design staff have experience in all facets of
developing wayfinding systems from concept and route
planning through documentation and installation. Our
team has developed wayfinding protocols and manuals,
regional wayfinding plans, planned and designed on-
and off-road wayfinding systems, informational kiosks,
sign construction plans, and provided oversight of sign installation by both in-house crews and contractors.
As authors of the AASHTO bike and pedestrian guides,
our team brings in-depth understanding of best
practices and we are expert at developing wayfinding
that is MUTCD-compliant while still communicating
the unique character of the community. We know that
good wayfinding and signage connects people to their
destinations and makes travel seamless and enjoyable
for everyone, and we develop wayfinding that is
thoughtful, accessible, and easy to use and understand.
BICYCLE FACILITIES
Protected Intersections: Toole Design has developed
conceptual and final design plans and has provided
peer review for protected intersections throughout
North America. We have expertise in all aspects of
protected intersection design, including civil design
elements such as protected corners, signal design such
as traffic modeling and signal phasing, and signing and channelization design.
Bicycle Boulevards: Toole Design has designed
numerous bicycle boulevards across North America. We
have extensive experience designing the elements that
make bicycle boulevards more comfortable for users:
traffic calming features, special pavement markings,
wayfinding signage, and improved traffic control. These treatments not only provide benefits for bicyclists, but also serve adjacent residents by reducing vehicular
speeds and cut through traffic. Designing on-street
bicycle facilities, including bicycle boulevards, is not a niche part of our work; it is our primary focus, and we do it day in and day out.
ON-CALL CONTRACTS
Toole Design has managed on-call contracts with nearly
50 clients across the U.S.. We have assembled a team
of trusted professionals who will act as an extension
of City of Alameda staff to deliver transportation
planning and traffic engineering design projects. Toole Design’s approach to on-call contracts is simple: no
assignment is too small or too large, and we are ready
to be called upon as needed and when needed. We
will provide unparalleled responsiveness, quality, and
professionalism.
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 20 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN
PROJECT EXAMPLES
The following projects are examples of work accomplished that is similar in size and content to the Scope of Services.
Under this on-call, Toole Design is currently developing construction documents for four miles of neighborhood greenways using quick-build materials. The design will include improvements at intersections that are currently difficult for pedestrians and bicycles to cross and a neighborhood greenway toolkit for the City of Alameda to use as they continue to expand their neighborhood greenway network.
Additional planning and engineering services Toole Design has provided under this on-call include:
Development of concept plans and cost estimates for grant applications, the City’s successful application for funding of the Willie Stargell Avenue Safety Improvements project Peer review of striping plans, concept plans, feasibility studies, and construction documents for Complete Streets and bicycle/pedestrian projects
Development of construction documents for intersection improvements and neighborhood bikeways Recommendations on best policies and practices in Complete Streets design, traffic calming, and Vision Zero planning
Development of design standards and guidance tailored to Alameda for bicycle and pedestrian infrastructure Recommendations for safety improvements at specific locations Development of forecasts for demand for future bicycle/pedestrian facilities; and provision of expert guidance on Complete Streets.
ALAMEDA, CA
CITY OF ALAMEDA ON-CALL: COMPLETE STREETS
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 21 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN Toole Design’s services included developing, analyzing, and evaluating design alternatives; designing pedestrian facilities, including sidewalks and crossing treatments; designing transit facilities, including transit-only lanes and floating bus stops; designing protected bicycle lanes, buffered bicycle lanes, and other types of bicycle facilities; identifying and designing the connections to existing or proposed bicycle facilities for seamless transitions; intersection and driveway designs; traffic signal analysis and design; curb-to-curb analysis and re-channelization; and cross-sections, plan view designs, and cost estimates for projects from conceptual to final design. Specific task orders completed under this on-call include:
Communications Hill Roundabout Feasibility Analysis: Toole Design assisted the City in evaluating the feasibility of a roundabout at the intersection that serves as the main access point to a mixed-use development and developed a conceptual design for the proposed roundabout. 4th Street Two-Way Cycle Track Signal Design: Toole Design analyzed intersection operations and prepared 100% PS&E for signal modification design. This project upgraded functionality for bicyclists and motorists and enhanced the street environment for all roadway users.
OBAG Concept Designs: Toole Design developed concept designs and cost estimates for over 18 miles of roadways to assist the City in applying for funding for four Complete Streets projects. Monterey Road Transit-Only Lane Conceptual Design: Toole Design developed conceptual design plans to turn Monterey Road into a low-stress, all ages and abilities bike route and to improve pedestrian access to bus stops.
SAN JOSÉ, CA
SAN JOSÉ COMPLETE STREETS ON-CALL
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 22 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN As part of this on-call with Redwood City, Toole Design provided design review for Caltrans’ 100% plans for Woodside Road—a design that would remove parking and add Class II and Class IV bike lanes. The outcome of the review were recommendations for safety and mobility improvements and evaluation of alternative scenarios that would allow for the preservation of parking. The community was engaged through an online survey and pop-up events to provide information about the project and collect feedback on how community members anticipated the new configuration would impact them including their mode choice day to day.
Toole Design is currently working on a corridor study for a 1.5 mile long section of Jefferson Avenue. Toole is considering three alternatives that include parking removal and a road diet to improve safety and increase access along and across Jefferson for pedestrians and bicycles. A trade-offs matrix is being developed to articulate the benefits each alternative would provide. A community meeting will be held to gather feedback on the proposed alternatives before Toole Design proceeds with finalizing a preferred concept plan considering traffic-calming measures.
REDWOOD CITY, CA
REDWOOD CITY ENGINEERING ON-CALL
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 23 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN The Russell Boulevard Corridor Vision Plan was a joint City of Davis, UC Davis, and Yolo County long-range transportation planning effort focused on improving the experience, safety, and multimodal aspects of Russell Boulevard. Three miles in length, Russell Boulevard is a critical east-west connector that establishes the northern edge of the main UC Davis campus and provides access to downtown Davis and numerous campus destinations.
Toole Design provided overall conceptual design direction to turn Russell Boulevard into an inviting, safe, multimodal corridor that will serve as a distinctive gateway into the City. The team developed alternatives for the corridor as it passes through many contexts, from downtown Davis, along the UC Davis campus, and through the more agricultural character at the edge of the City. With the clients’ goals for sustainability and accessibility in mind, Toole Design re- envisioned the corridor to include fully separated walkways, bikeways, transit improvements, and key locations for green infrastructure and placemaking interventions.
As a community-based visioning process, engaging with multiple stakeholders and translating the feedback into design concepts was an integral part of the process. Due to the pandemic, all engagement was held virtually with over 1,000 community members attending meetings and responding to surveys. Community feedback informed the bikeway provisions, and was integral to helping the team locate critical safety measures such as better pedestrian crossings and right-sizing placemaking opportunities throughout the corridor. The result is a Corridor Vision Plan that sets the stage for Russell Boulevard to advance from just moving cars and people, to a contributing experiential part of the City, County and UC Davis experience.
DAVIS, CA
RUSSELL BOULEVARD CORRIDOR PLAN
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 24 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN Toole Design led multimodal transportation analysis, planning, and design as part of the City of Morgan Hill’s Transportation Plan. Toole Design collected and analyzed comprehensive active transportation data including safety, comfort, and connectivity and making recommendations to help improve mobility as the city grows and evolves from a suburban development model to a more urban form.
Toole Design identified priority connections and improvements that make the city more accessible to people walking, biking, using mobility devices, and accessing transit as well as develop Complete Streets design guidance to ensure roadways accommodate all users.
Toole Design supported the City to develop a successful SS4A grant award and is now leading a Comprehensive Safety Action Plan (CSAP). The CSAP will build on the Transportation Plan to create a citywide approach to roadway safety, focus on student and youth safety, and advance priority projects into concept design and grant- readiness.
MORGAN HILL, CA
MORGAN HILL TRANSPORTATION
PLAN AND LOCAL SAFETY ACTION PLAN
Morgan Hill Transportation Plan
Safety Conditions
Crash Severity
Fatal or Severe Injury
Other Injuries
Vehicle HIN
Bike and Pedestrian HIN Bike Only HIN Pedestrian Only HIN Collisions High Injury Network: Vehicles Only
High Injury Network: Bike and Pedestrian
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 25 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN Toole Design designed the wayfinding system for the SMART Pathway. This route will span 70 miles of off-road and on-road bicycling facilities and operate in tandem with the SMART Railway to support multimodal trips throughout Sonoma and Marin Counties. Our work on this project included logo design, signage design, and final map design. The design strategy for maps leveraged a different map type for for different approaches, including full-system maps to encourage rail to trail connections, area maps to encourage exploration, and “gap maps” to assist users where facilities are not yet complete. When fully constructed, the pathway will serve as both a standalone route as well as first-/last-mile connector to the train. The first phase of signage was fabricated and installed.
SONOMA AND MARIN COUNTIES, CA
SONOMA-MARIN AREA RAIL TRANSIT
DISTRICT PATHWAY WAYFINDING SYSTEM PLAN
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 26 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN Toole Design worked with the City of Half Moon Bay to develop a Downtown Streetscape Plan that aims to create a vibrant and realistic vision for Downtown and its Heritage Main Street. The goal of the project is to establish a community-oriented downtown district for residents, business owners, and visitors.
As lead consultant, Toole Design led a series of design workshops (charrettes) with the community to develop strategies and concepts for the entirety of Main Street, its intersecting streets in the downtown core, a comprehensive wayfinding approach, and the redesign of key plazas and park spaces along Main Street.
The final design concepts weave together the multilayered histories of Half Moon Bay, drawing inspiration from its agricultural roots, coastal connections, and the textures and patterns of the Ramatush Ohlone. The Downtown Master Plan includes recommendations for a cohesive wayfinding strategy, public space design standards, and a conceptual redesign of Main Street, featuring a flush street condition and the conversion of angled parking to parallel. New truck routes and loading plans were also created to better align with the proposed Main Street improvements. Additionally, design concepts and drawings were developed with the necessary level of detail to position the city for securing county, regional, and federal funding.
HALF MOON BAY, CA
HALF MOON BAY
DOWNTOWN STREETSCAPE PLAN
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 xxxxxxxxxx
REFERENCES, RELATED
EXPERIENCE AND
EXAMPLES OF WORK
C
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 27 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN
REFERENCES
Project Location Staff in this Proposal Reference
City of Alameda On-Call:
Complete Streets
Alameda, CA
Amalia Leighton Cody, Ellie Fiore,
Lauren Pepe, Sara Rauwolf
Rochelle Wheeler, Senior Transportation Coordinator
of the Bicycle and Pedestrian Program
City of Alameda
510.747.7442
[email protected]
San José Complete
Streets On-Call
San José, CA
Alison Mills, Ellie Fiore,
Sara Rauwolf
Jason Hu, Senior Engineer
City of San Jose
408.975.3710
[email protected]
Redwood City
Engineering On-Call
Redwood City, CA
Alison Mills, Amalia Leighton Cody,
Ellie Fiore, Sara Rauwolf
Malahat Owrang, Senior Transportation Planner
City of Redwood City
650.780.7245
[email protected]
Russell Boulevard
Corridor Plan
Davis, CA
Amalia Leighton Cody, Ellie Fiore,
Sara Rauwolf
Brian Abbanat, Senior Planner for Multimodal Projects
City of Davis
530.402.2879
[email protected]
Morgan Hill Transportation
Plan and Local Safety
Action Plan
Morgan Hill, CA
Ellie Fiore, Ellie Gertler, Mia Candy,
Lauren Pepe
Chris Ghione, Public Services Director
City of Morgan Hill
408.782.9154
[email protected]
Sonoma-Marin Area Rail
Transit District Pathway
Wayfinding System Plan
Sonoma and
Marin
Counties, CA
Anju Palta, Ellie Fiore,
Lauren Pepe, Sofia Pollmann
Zoe Unruh, Senior Planner,
Sonoma-Marin Area Rail Transit
707.285.8178
[email protected]
Half Moon Bay Downtown
Streetscape Plan
Half Moon Bay, CA Anju Palta, Ellie Fiore
Karen Decker, Economic and Community Vitality Manager
City of Half Moon Bay
650.726.8281
[email protected]
Below is a selection of relevant projects completed by Toole Design, including client reference information.
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 xxxxxxxxxx
UNDERSTANDING
AND APPROACH
D
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 28 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN
UNDERSTANDING AND APPROACH
UNDERSTANDING
Over the past several years, Toole Design has worked
closely with the City of Alameda, gaining deep insight
into the island’s distinctive character and the challenges facing its transportation network. Our projects have
spanned from high-level planning efforts, such as the
City’s Active Transportation Plan, to detailed PS&E for street-specific improvements, including the first phase of the Neighborhood Greenway Implementation through
the existing Complete Streets On-Call. This experience, combined with our local and national expertise,
uniquely positions us to continue supporting the City in traffic engineering and transportation planning.
APPROACH
APPROACH TO
ON-CALL CONTRACTS
Toole Design’s approach to on-call contracts is
simple: no assignment is too small or too large, and
we are ready to be called upon as needed. We will
provide unparalleled responsiveness, quality, and
professionalism to support the City of Alameda in its
work to provide safe and comfortable mobility choices
to its residents, workers, and visitors.
We understand the value of on-call contracts and the
flexibility they afford the City. Our qualified staff will only be a call away to meet the City’s needs as they
arise during this on-call contract. Alameda will have
a deep bench of qualified multimodal transportation
design professionals ready to support as needed. Toole
Design is committed to providing the City with final
deliverables within established schedules and budgets.
The Toole Design approach to project management is
based on transparent and responsive communication,
intuitive access to project information, and regular
monitoring of project health metrics. Ellie Fiore is Toole Design’s Contract Manager. She will be the primary
point of contact for the duration of the on-call contract and will be responsible for communicating with the
City, understanding your needs, and assembling the
best team for each task order. She excels at managing
workflow and integrating team members across tasks
Toole Design worked on the City of Alameda Active Transportation Plan. to craft plans and designs that are thoughtful and
cohesive. She will monitor on the projects’ budgets and schedules closely.
Our team is equipped to handle project organization,
strategy, engagement, communication, and
documentation. As a part of our approach to program
management, we will work with Alameda staff to
understand how our team can be most useful in
achieving and exceeding project objectives.
SCOPING PROCESS
Toole Design brings both the general expertise and
targeted specialized capabilities needed to cover the
services outlined in this request. While the specific
approach for each task order will depend on the scope,
scale, and goals of the project, our typical approach is as follows:
▪ As we are informed of the project objectives,
depending on the complexity, we may request a
meeting with the City to get a clear understanding of
the task scope and expectations.
▪ We will then develop a detailed task scope, fee
structure, and work schedule in coordination with
City staff. We will develop a project work plan that
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 29 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN will include a project schedule, list of key staff,
communication protocol, QA/QC process, and an
outline of critical decision points.
▪ Our team will schedule recurring check-in meetings
with the project’s leadership team.
As work order scopes are developed, the Toole Design
Team will define the specific tangible deliverables
required to deliver the work order and the necessary
milestones for completion. Project milestones will
generally be reached when the following occurs:
▪ The relevant tangible work product(s) have been
completed
▪ Quality control has been completed and
documented
▪ City staff and partner agencies impacted have
reviewed the work and commented
▪ The Toole Design Team has responded and resolved
all comments and resubmitted the work products
after additional quality control review has occurred
▪ The City and partner agencies have signed off on
the product allowing the project to proceed to the
next stage
The Toole Design Project Delivery Process was
established to guide project scoping and work products
review. An internal, staff facing process, it provides
checklists to help our staff ask critical questions
of themselves and the client at each stage of the
process to improve quality. We recognize that it is
our responsibility as consultants to help our clients
understand the level of effort required at each stage of the design process. This includes the identification of clearly defined deliverables at each milestone and key
decision points which signal that we are ready, or in
some cases not ready, to advance to the next stage of
the process.
Toole Design strives to always fully understand the
scope of the project and provide the most innovative
services and scope items possible to get a high rate of return for our clients.
CREATIVITY AND INNOVATION
Toole Design is a national leader in the development
of street design manual across North America,
including the AASHTO Guide for the Development of
Bicycle Facilities and the Massachusetts Department
of Transportation Separated Bike Lane Planning and
Design Guide (which informed Caltrans’s DIB 89 Class
IV Bikeway Guidance), and the AC Transit Multimodal
Corridor Guidelines, among many others. Toole Design
has extensive experience applying federal and
California-specific guidelines in a variety of street
design contexts including ADA, NACTO, and the CA
MUTCD.
This experience means that for each of our design
projects, we bring a comprehensive understanding
of the most innovative treatments possible and how
they may or may not be appropriate, how they might
fit with or impact safety in a given environment, and
how they will function to solve the transportation and
traffic challenges that users may experience. It also
means that beyond being up to date on the state of the
practice, we understand the ins and outs of putting new and innovative developments to use in real time. Our
clients trust us to develop innovative, cost-effective, and implementable solutions that move people efficiently
and safely while also improving health, quality of life, and economic vitality.
PROJECT MANAGEMENT
APPROACH
Our Management Approach is designed to allow the
Program Manager and the Toole Design Team to react
quickly to short-term deadlines that may arise during
the five year course of this contract by creating
a clear management structure with clear lines of
communication. This is built on our team’s thorough
experiences with similar on-call assignments. Our
Program Managers have the training and support
systems needed to manage the large teams and often
varied project types that are common on these types
of contracts.
We will use our internal project management tools
and regularly and transparently communicate with
City staff. Our monthly progress reports will include
task accomplishments, the status of deliverables,
and documentation of any variances or agreed-upon
scope changes and expected upcoming activities
or milestones. We use filesharing systems such as
SharePoint to transfer and organize documentation,
files, and deliverables. In addition to eliminating
the possibility of files or information getting lost in email inboxes, the use of one of these collaboration
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 30 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN platforms means that all members of the project
team—Toole Design staff and City staff—will know
exactly where to go to find information.
Our project managers know that the ability to identify
and handle project challenges is a crucial element of
effective project management. It is possible that issues that affect the approach or scope of work will arise
after a project has begun, and in many cases, these
issues are not directly related to the project. We see
flexibility and creativity as job requirements to ensure projects continue on time and under budget. Our
team will make sure to identify potential challenges—
uncertainties in time, resources, or technology;
departure of key personnel; political sensitivities,
etc.—up front in the project scoping stage, and we will work to reduce those risks as we execute tasks.
MANAGING RESOURCES AND
MAINTAINING QUALITY
PROJECT MANAGEMENT PLAN
As part of each Task Order, Toole Design will develop a Project Management Plan that includes:
▪ Project management protocols, including
frequency of project management meetings
▪ Roles and responsibilities of project managers
and team members, including a plan for allocating
staff time and resources
▪ Workflow relationships between the consultant
team and the City of Alameda, and relationships
within the consultant team
▪ A data management plan, including a list of data to
be provided by the City of Alameda
▪ A plan for facilitating an necessary
inter-agency coordination
▪ Quality control and assurance procedures
BUDGET AND RESOURCE
MANAGEMENT
Toole Design uses Deltek Vantagepoint, a fully
integrated project management and accounting
software that follows generally accepted FAR
accounting principles. This software, paired with our
database of staff skills and our flexibility, will allow us to quickly identify the expertise within Toole Design to respond, prioritize, and complete work for the City. We will be able to reallocate staff resources when needed
to provide the City with expedited services.
This software system is used by all employees of the
firm and provides instant access to project financial
EXAMPLE OF DESIGN AND ENGINEERING PROCESS AT TOOLE DESIGN Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 31 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN information about direct and indirect expenditures,
charges to a given project, status of invoicing and
payments, and other critical project data. As with any
software, available information is only as good as the
data input, so Toole Design provides frequent training
for all staff on proper procedures regarding use of the system, including:
▪ Identifying direct, indirect, and allowable costs;
▪ Understanding contracts and setting up the task
budgets, rates, and allowable expenses correctly;
▪ Setting up invoices to provide necessary
information; and
▪ Recording time daily and identifying and approving
other direct costs before the accounting team
records transactions.
The Vantagepoint system allows system
administrators to delegate appropriate levels
of access and control to ensure that personnel
have rights commensurate with their training and
experience, and vice versa.
SCHEDULE AND
PROJECT TRACKING
The Project Manager for each task order will maintain
a project schedule in Excel that includes all tasks
and subtasks, key deliverables (including status—
“complete,” “in progress,” or “not started”), milestones and dependencies, production and review periods, and
deadlines for draft and final deliverables. The schedule will show the project timeline down to the week and
include “light” work periods such as holidays, and out
of office dates for staff. Including staff availability in the project schedule helps to identify dates for key events, meetings, and review timeliness.
Typically, Project Managers save the project schedule
to a shared project drive where all members of the
project team can access it on an ongoing basis. They
will regularly update the schedule and will share
progress and upcoming milestones during recurring
project management meetings.
Our Project Managers know how to identify and
preempt issues that can slow down project progress.
When schedule challenges arise, our approach to
Extract from a standard project schedule tracker, as applied on a recent project.
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 32 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN keeping projects on track is to communicate early and
often with the client project manager, and to propose
clear options for overcoming the hurdle.
INTERNAL QUALITY ASSURANCE/
QUALITY CONTROL
As part of our commitment to maintaining the highest
level of quality, Toole Design employs a rigorous
Quality Assurance/Quality Control (QA/QC) program
to control the quality of our work, and that of our
subconsultants. Our utmost goal is to exceed client
expectations. Toole Design’s QA/QC program is based
on the philosophy that:
Quality is achieved through adequate project planning,
coordination, supervision, and technical direction;
proper definition of project requirements and
procedures; the use of appropriately skilled personnel; and by individuals performing work functions carefully, accurately, and completely.
Quality is controlled through checking, reviewing,
and monitoring of work activities by individuals with
appropriate levels of experience and who are not
directly responsible for performing the work.
Quality is verified by a manager performing
surveillance and auditing of the work and the
procedures followed when performing the work.
Every Toole Design project is assigned a Principal-
in-Charge, a senior staff member who takes personal
responsibility for Toole Design’s performance on the
project. Projects then start with an internal kickoff
meeting where the project manager and Principal-in-
Charge work with the project team to clearly define
and document the roles and responsibilities of all team members and discuss the appropriate QA/QC process.
MEETING AND EXCEEDING CLIENT
EXPECTATIONS FOR QUALITY
One of our top priorities when working with our
clients is to ensure that Toole Design is meeting
and exceeding client expectations for quality. In
additional to Toole Design’s rigorous internal QA/QC
program, it is essential that Toole Design staff and
City of Alameda staff agree, upfront, on expectations
for every deliverable. At the launch of each task, we
will ask the Alameda Project Management Team the
following questions:
▪ Who is the audience for this deliverable?
▪ Who will be reviewing and providing feedback for
this deliverable?
▪ Do you have any examples of deliverables that
illustrate what you have in mind?
▪ Is there anything that you know you do not want to
see in this deliverable?
▪ What format would you like this deliverable to take
(Word, PDF, Excel, PPT, InDesign etc.)?
▪ What are the deliverable parameters (length, level-
of-detail etc.)?
This information will be documented in the Task Order
PMP or another relevant document.
Toole Design’s QA/QC workflow.
LEVEL
LEVEL
1 2
Team member submits
client ready product
PM or Checker
reviews product
Team Member
updates product
PM approves product
-Minor to Client
-Major to Level 2
PM submits product
and proof of QC to
Principal/Director
Principal/Director
reviews product
PM or Team Member
updates product
Principal/Director and PM
approve product for
delivery to client
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 xxxxxxxxxx
HOURLY RATES
E
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 33 ALAMEDA TRANSPORTATION PLANNING AND ENGINEERING SERVICES | TOOLE DESIGN
HOURLY RATES
The following tables show Toole Design’s fully loaded hourly rates by classification.
CLASSIFICATION BILLING RATE
Principal-In-Charge $430
Engineering Lead III $342
Engineering Lead II $300
Engineering Lead I $262
Senior Engineer $234
Project Engineer II $206
Project Engineer $184
Engineer III $166
Engineer II $142
Engineer $130
Technician Manager $176
Technician $102
Planning Lead III $328
Planning Lead II $280
Planning Lead $242
Senior Planner $218
Project Planner II $192
Project Planner $182
Planner III $164
Planner II $148
Planner $126
Designer II $170
Designer $108
GIS Specialist $184
GIS Analyst $152
Graphic Designer $138
Intern $94
Landscape Architect Lead $284
Senior Landscape Architect $202
Landscape Architect $180
Admin $150
NOTES:
1. Rate are category
2. Rates are valid until June 2026
3. Rates do not include reimbursable expenses
NAME CLASSIFICATION
BILLING
RATE
Amalia Cody Engineering Lead III $316
Ellie Fiore Planning Lead III $302
Mia Candy Planning Lead II $258
Dylan Passmore Engineering Lead I $258
Sofia Pollmann Project Engineer II $200
Sara Rauwolf Senior Engineer $220
Alison Mills Engineering Lead II $282
Anju Palta Senior Planner $214
Andrew Kotalik Project Engineer II $204
Ellie Gertler Project Planner $174
Lauren Pepe Project Planner $182
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 360 22nd Street, Suite 501
Oakland, CA 94612
510.298.0740
www.tooledesign.com
Exhibit A
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
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. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
5/13/2025
Klein Agency
P.O. Box 219
Timonium MD 21094
Certificate Team
410-832-7600
(410) 832-1849
[email protected]
Sentinel Insurance Company, Ltd.
11000
TOOLDES-01
Nutmeg Insurance Company
39608
TDG Engineering Inc.
8484 Georgia Avenue, Suite 800
Silver Spring MD 20910-5609
Continental Casualty Company
20443
Hartford Insurance Company of the Southeast
38261
582425821
A
X
2,000,000
X
1,000,000
X
Contractual Liab
10,000
2,000,000
4,000,000
X
30SBWVL4087
1/1/2025
1/1/2026
4,000,000
B
1,000,000
X
30UEGBC3044
1/1/2025
1/1/2026
A
X
X
5,000,000
30SBWVL4087
1/1/2025
1/1/2026
5,000,000
X
10,000
D
X
N
30WEGAP5J4L
1/1/2025
1/1/2026
1,000,000
1,000,000
1,000,000
C
Professional Liability
(Claims Made)
MCH591868957
1/1/2025
1/1/2026
Each Claim
Aggregate
$3,000,000
$4,000,000
TDG Project Name: Alameda Transpo Planning/Eng On-Call. TDG Project #: 02OAK.00421. If required by an insured written contract, executed prior to any loss, The City of Alameda, its City Council, boards, commissions, officials, employees, agents, and volunteers are an Additional Insured on a primary and non-contributory basis under the General and Auto Liability Policies. If required by an insured written contract, executed prior to any loss, Waiver of Subrogation is provided in favor of The City of Alameda, its City Council, boards, commissions, officials, employees, agents, and volunteers for General, Auto, and Workers Compensation Policies. Excess Policy follows form over General, Auto, and Employer's Liability Policies. 30 day notice of cancellation, 10 day for non-payment.
City of Alameda
2263 Santa Clara, Ave.
Alameda, CA 94501
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 5/14/2025
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415
ABCDEFGHIJ
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SX 25 03 07 24 Page 1 of 1
« 2024, The Hartford
AMENDMENT OF UMBRELLA CONDITIONS - WAIVER OF
SUBROGATION
This endorsement modifies insurance provided under the following:
UMBRELLA LIABILITY PROVISIONS
The following is added to Section IV - Conditions:
Q. Waiver of Subrogation
We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part, to whom the insured has waived its right of recovery in a written contract or agreement, or when required by a written permit. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss.
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Countersigned by
Authorized Representative
Form WC 00 03 13 Printed in U.S.A.
Process Date: 11/17/24 Policy Expiration Date: 01/01/26
WAIVER OF OUR RIGHT TO RECOVER
FROM OTHERS ENDORSEMENT
Policy Number: 30 WEG AP5J4L Endorsement Number:
Effective Date: 01/01/25 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: Toole Design Group, LLC
8484 GEORGIA AVE STE 800
SILVER SPRING MD 20910
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 organization for whom you are required by contract or agreement to obtain this waiver from us.
Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 COMMERCIAL/20AUTOMOBILE/20BROAD/20FORM ENDORSEMENT
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/2/2e Primary/20and/20Non/2dContributory/20if/20Requiredby/20ContractOnly/20with/20respect/20to/20insurance/20provided/20to/20an additional/20 insured/20 in/20 A/2e/1/2eg/2e/20 /2d/20 Additional Insured/20If/20Required/20by/20Contract/2c/20the/20following provisions/20apply/3a/28/1/29 Primary/20 Insurance/20 When/20 Required/20 ByContract This/20 insurance/20 is/20 primary/20 if/20 you/20 haveagreed/20 in/20 a/20 written/20 contract/20 or/20 written agreement/20that/20this/20insurance/20be/20primary/2e
If/20other/20insurance/20is/20also/20primary/2c/20we/20will share/20with/20all/20that/20other/20insurance/20by/20the method/20described/20in/20Other/20Insurance/20/5/2ed/2e/28/2/29 Primary/20 And/20Non/2dContributory/20To/20 OtherInsurance/20When/20Required/20By/20ContractIf/20you/20have/20agreed/20in/20a/20written/20contract/20orwritten/20 agreement/20 that/20 this/20insurance/20 is primary/20 and/20 non/2dcontributory/20 with/20 the
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/7/2e LOAN/2fLEASE/20GAP/20COVERAGEUnder/20 SECTION/20 III/20 /2d/20 PHYSICAL/20 DAMAGE COVERAGE/2c/20in/20the/20event/20of/20a/20total/20/22loss/22/20to/20a covered/20/22auto/22/2c/20we/20will/20pay/20your/20additional/20legal obligation/20for/20any/20difference/20between/20the/20actualcash/20value/20of/20the/20/22auto/22/20at/20the/20time/20of/20the/20/22loss/22 and/20the/20/22outstanding/20balance/22/20of/20the/20loan/2flease/2e/22Outstanding/20 balance/22/20 means/20 the/20 amount/20 youowe/20on/20the/20loan/2flease/20at/20the/20time/20of/20/22loss/22/20less any/20 amounts/20 representing/20 taxes/3b/20 overdue
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/8/2e AIRBAG/20COVERAGEUnder/20Paragraph/20B/2e/20EXCLUSIONS/20/2d/20of/20SECTION III/20 /2d/20 PHYSICAL/20 DAMAGE/20 COVERAGE/2c/20 the
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/9/2e ELECTRONIC/20 EQUIPMENT/20 /2d/20 BROADENEDCOVERAGEa/2e The/20 exceptions/20 to/20 Paragraphs/20 B/2e/4/20 /2dEXCLUSIONS/20/2d/20of/20SECTION/20III/20/2d/20PHYSICAL DAMAGE/20 COVERAGE/20 are/20 replaced/20 by/20 the
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/1/1/2e GLASS/20REPAIR/20/2d/20WAIVER/20OF/20DEDUCTIBLEUnder/20 Paragraph/20 D/2e/20 /2d/20 DEDUCTIBLE/20 /2d/20 of SECTION/20III/20/2d/20PHYSICAL/20DAMAGE/20COVERAGE/2c
the/20following/20is/20added/3aNo/20deductible/20applies/20to/20glass/20damage/20if/20the/20glassis/20repaired/20rather/20than/20replaced/2e /1/2/2e TWO/20OR/20MORE/20DEDUCTIBLESUnder/20 Paragraph/20 D/2e/20 /2d/20 DEDUCTIBLE/20 /2d/20 of SECTION/20III/20/2d/20PHYSICAL/20DAMAGE/20COVERAGE/2c
the/20following/20is/20added/3aIf/20another/20Hartford/20Financial/20Services/20Group/2c/20Inc/2ecompany/20policy/20or/20coverage/20form/20that/20is/20not/20an automobile/20policy/20or/20coverage/20form/20applies/20to/20the same/20/22accident/22/2c/20the/20following/20applies/3a/28/1/29 If/20 the/20 deductible/20 under/20 this/20 Business/20 AutoCoverage/20 Form/20 is/20 the/20smaller/20 /28or/20 smallest/29 deductible/2c/20it/20will/20be/20waived/3b/28/2/29 If/20 the/20 deductible/20 under/20 this/20 Business/20 AutoCoverage/20 Form/20 is/20 not/20 the/20 smaller/20 /28or smallest/29/20deductible/2c/20it/20will/20be/20reduced/20by/20the amount/20 of/20 the/20 smaller/20 /28or/20 smallest/29
deductible/2e
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/1/5/2e HIRED/20AUTO/20/2d/20COVERAGE/20TERRITORYSECTION/20IV/2c/20BUSINESS/20AUTO/20 CONDITIONS/2c PARAGRAPH/20B/2e/20GENERAL/20CONDITIONS/2c/20/7/2e/20/2d POLICY/20PERIOD/2c/20COVERAGE/20TERRITORY/20/2d/20is
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/22loss/22/20is/20/24/1/0/2c/0/0/0/2eFor/20the/20purposes/20of/20the/20coverage/20provision/2c a/2e A/20/22non/2dhybrid/22/20auto/20is/20defined/20as/20an/20auto/20thatuses/20 only/20 an/20 internal/20 combustion/20 engine/20 to move/20 the/20 auto/20 but/20 does/20 not/20 include/20 autos powered/20solely/20by/20electricity/20or/20natural/20gas/2e b/2e A/20/22hybrid/22/20auto/20is/20defined/20as/20an/20auto/20with/20aninternal/20combustion/20engine/20and/20one/20or/20more electric/20 motors/3b/20 and/20 that/20 uses/20 the/20 internal combustion/20engine/20and/20one/20or/20more/20electric
motors/20 to/20 move/20 the/20 auto/2c/20 or/20 the/20 internal combustion/20 engine/20 to/20 charge/20 one/20 or/20 more electric/20motors/2c/20which/20move/20the/20auto/2e
/2/0/2e VEHICLE/20WRAP/20COVERAGEIn/20the/20event/20of/20a/20total/20loss/20to/20an/20/22auto/22/20for/20which Comprehensive/2c/20 Specified/20 Causes/20 of/20 Loss/2c/20 or Collision/20 coverages/20 are/20 provided/20 under/20 this Coverage/20 Form/2c/20 then/20 such/20 Physical/20 Damage Coverages/20are/20amended/20to/20add/20the/20following/3aIn/20addition/20to/20the/20actual/20cash/20value/20of/20the/20/22auto/22/2cwe/20will/20pay/20up/20to/20/24/1/2c/0/0/0/20for/20vinyl/20vehicle/20wraps which/20are/20displayed/20on/20the/20covered/20/22auto/22/20at/20the time/20of/20total/20loss/2e/20/20 Regardless/20of/20the/20number/20of autos/20deemed/20a/20total/20loss/2c/20the/20most/20we/20will/20pay under/20this/20Vehicle/20Wrap/20Coverage/20provision/20for any/20 one/20 /22loss/22/20 is/20 /24/5/2c/0/0/0/2e/20 For/20 purposes/20 of/20 this coverage/20 provision/2c/20 signs/20 or/20 other/20 graphics painted/20or/20magnetically/20affixed/20to/20the/20vehicle/20are not/20considered/20vehicle/20wraps/2e
Form/20HA/20/9/9/20/1/6/20/1/2/20/2/1 Page/20/5/20of/20/5 Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 BUSINESS LIABILITYCOVERAGE FORM(b) b.Rentedto,inthecare,custodyor Coverageunderthisprovisiondoesnot controlof,oroverwhichphysical apply to:controlisbeingexercisedforany (1)"Bodilyinjury"or"propertydamage" purposebyyou,anyofyour thatoccurred;or"employees","volunteerworkers", (2)"Personalandadvertisinginjury" anypartnerormember(ifyouare arisingoutofan offensecommittedapartnershiporjointventure),or beforeyouacquiredorformedthe anymember(ifyouarealimited organization.liabilitycompany). 4.Operator Of Mobile Equipmentb.Real EstateManager Withrespectto"mobileequipment"registeredinAny person (other than your "employee"or yournameunderanymotorvehicleregistration"volunteerworker"),oranyorganization law,anypersonisaninsuredwhiledrivingsuchwhileacting asyour real estatemanager.equipmentalongapublichighwaywithyourc.TemporaryCustodiansOf Your permission.AnyotherpersonororganizationProperty responsiblefortheconductofsuchpersonisAnypersonororganizationhavingproper alsoaninsured,butonlywithrespecttoliabilitytemporarycustodyofyourpropertyifyou arising out oftheoperation of the equipment,anddie,butonly: onlyifno other insurance of anykindisavailable(1)Withrespecttoliabilityarisingoutofthe tothatpersonororganizationforthisliability.maintenanceoruseofthatproperty;and However, noperson ororganizationisaninsuredwithrespectto:(2)Untilyourlegalrepresentativehas beenappointed. a."Bodilyinjury"toaco-"employee"ofthepersondriving the equipment;ord.Legal Representative If YouDie b."Propertydamage"topropertyownedby, Yourlegalrepresentativeifyoudie,but rentedto,inthechargeoforoccupiedbyonlywithrespecttodutiesassuch.That youortheemployerofanypersonwhois representativewillhaveallyourrightsand aninsuredunder thisprovision.dutiesunder thisinsurance. 5.Operator of NonownedWatercrafte.Unnamed Subsidiary Withrespecttowatercraftyoudonotownthat Anysubsidiaryandsubsidiarythereof,of islessthan51feetlongandisnotbeingused yourswhichisa legally incorporatedentity to carry persons for a charge, any personisan ofwhichyouownafinancialinterestof insuredwhileoperatingsuchwatercraftwith morethan50%ofthevotingstockonthe yourpermission.Anyotherpersonor effectivedateofthis CoveragePart. organizationresponsiblefortheconductof Theinsuranceaffordedhereinforany suchpersonisalsoaninsured,butonlywith subsidiarynotshownintheDeclarations respecttoliabilityarisingoutoftheoperation asanamedinsureddoesnotapplyto ofthewatercraft,andonlyifnootherinjuryordamagewithrespecttowhichan insuranceofanykindisavailabletothat insuredunderthisinsuranceisalsoan personor organization for thisliability.insuredunderanotherpolicyorwouldbe However,nopersonororganizationisan aninsuredundersuchpolicybutforits insured withrespect to:terminationorupontheexhaustionofits limits of insurance. a."Bodilyinjury"toaco-"employee"ofthepersonoperating the watercraft;or3.NewlyAcquired Or Formed Organization b."Propertydamage"topropertyownedby,Anyorganizationyounewlyacquireorform, rentedto,inthechargeoforoccupiedby otherthanapartnership,jointventureor youortheemployerofanypersonwhois limitedliabilitycompany,andoverwhichyou aninsuredunder thisprovision.maintainfinancialinterestof more than 50%of thevotingstock,willqualifyasaNamed 6.AdditionalInsuredsWhenRequiredBy Insuredifthereisnoothersimilarinsurance WrittenContract,WrittenAgreementOr available to thatorganization. However: Permita.Coverageunderthisprovisionisafforded Theperson(s)ororganization(s)identifiedin onlyuntilthe180thdayafteryouacquire a. f.Paragraphsthroughbelowareadditionalorformtheorganizationortheendofthe insuredswhenyouhaveagreed,inawrittenpolicyperiod, whichever is earlier; andFormSS 0008 0405 Page 11of24 Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 BUSINESS LIABILITYCOVERAGE FORM (e)contract,writtenagreementorbecauseofa Anyfailuretomakesuch permitissuedbyastateorpolitical inspections,adjustments,testsor subdivision,thatsuchpersonororganization servicingasthevendorhas beaddedasanadditionalinsuredonyour agreedtomakeornormally policy,providedtheinjuryordamageoccurs undertakestomakeintheusual subsequenttotheexecutionofthecontractor courseofbusiness,inconnectionagreement, ortheissuanceofthepermit. withthedistributionorsaleofthe products;Apersonororganizationisanadditional (f)Demonstration,installation, insuredunderthisprovisiononlyforthat servicingorrepairoperations, periodoftimerequiredbythecontract, exceptsuchoperationsperformed agreementor permit. atthevendor'spremisesin However,no suchperson or organization is an connectionwiththesaleofthe additionalinsuredunderthisprovisionifsuch product;personororganizationisincludedasan (g)Productswhich,afterdistribution additionalinsuredbyanendorsementissued orsalebyyou,havebeenlabeled byusandmadeapartofthisCoveragePart, orrelabeledorusedasa includingallpersonsororganizationsadded container,partor ingredient of any asadditionalinsuredsunderthespecific otherthingorsubstancebyorfor additionalinsuredcoveragegrantsinSection the vendor; orF.–Optional AdditionalInsuredCoverages. (h)"Bodilyinjury"or"property a.Vendors damage"arisingoutofthesole Anyperson(s)ororganization(s)(referredto negligenceofthevendorforits belowasvendor),butonlywithrespectto ownactsoromissionsorthoseof"bodilyinjury"or"propertydamage"arising itsemployeesoranyoneelse outof"yourproducts"whicharedistributed acting onits behalf. However, thisorsoldintheregularcourseofthevendor's exclusiondoes not apply to:businessandonlyifthisCoveragePart (i)Theexceptionscontainedin providescoveragefor"bodilyinjury"or (d)(f)Subparagraphsor ;or"propertydamage"includedwithinthe (ii)"products-completedoperationshazard". Suchinspections,adjustments,testsorservicingasthevendor(1)Theinsuranceaffordedtothevendor has agreed to make or normallyissubjecttothefollowingadditional undertakes to make in the usualexclusions: courseof business,inThisinsurancedoes not apply to: connectionwiththedistribution(a)"Bodilyinjury"or"property orsaleoftheproducts.damage"forwhichthevendoris (2)Thisinsurancedoesnotapplytoanyobligatedtopaydamagesby insuredpersonororganizationfromreasonoftheassumptionof whom you have acquired suchproducts,liability in acontract or agreement. oranyingredient,partorcontainer,Thisexclusiondoesnotapplyto enteringinto, accompanyingorliabilityfordamagesthatthe containingsuchproducts.vendorwouldhaveintheabsence b.LessorsOfEquipmentof the contractor agreement; (1)Anypersonororganizationfrom (b)Anyexpress warranty whomyouleaseequipment;butonly unauthorizedby you; withrespecttotheirliabilityfor"bodily (c)Anyphysicalorchemicalchange injury","propertydamage"orintheproductmadeintentionally "personalandadvertisinginjury"bythevendor; caused,inwholeorinpart,byyour (d)Repackaging, except when maintenance,operationoruseof unpackedsolelyforthepurposeof equipmentleasedtoyoubysuch inspection,demonstration,testing, personor organization.orthesubstitutionofpartsunderinstructionsfromthemanufacturer,andthenrepackagedinthe original container;Page 12of24 FormSS 0008 0405 Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 BUSINESS LIABILITYCOVERAGE FORM(2) e.PermitsIssuedByStateOrPolitical Withrespecttotheinsuranceafforded Subdivisionstotheseadditionalinsureds,thisinsurancedoesnotapplytoany (1)Anystateorpoliticalsubdivision,but "occurrence"whichtakesplaceafter onlywithrespecttooperationsyoucease to lease thatequipment. performed byyou oron yourbehalf for c.LessorsOfLandOrPremises whichthestateorpoliticalsubdivision hasissueda permit.(1)Anypersonororganizationfrom (2)whomyouleaselandorpremises,but Withrespecttotheinsuranceafforded onlywithrespecttoliabilityarisingout totheseadditionalinsureds,this oftheownership,maintenanceoruse insurance doesnotapplyto:ofthatpartofthelandorpremises (a)"Bodilyinjury","propertydamage" leased to you. or"personalandadvertising (2)Withrespecttotheinsuranceafforded injury"arisingoutofoperations totheseadditionalinsureds,this performedforthestateor insurance doesnotapplyto: municipality; or(a) (b)Any"occurrence"whichtakes "Bodilyinjury"or"propertydamage"placeafter youcease to lease that includedwithinthe"products-landorbeatenantinthat completedoperationshazard".premises; or f.Any OtherParty(b)Structuralalterations, new (1)Anyotherpersonororganizationwho constructionordemolition a.isnotaninsuredunderParagraphsoperationsperformedbyoron ethrough.above,butonlywithbehalfofsuchpersonor respecttoliabilityfor"bodilyinjury", organization. "propertydamage"or"personaland d.Architects, EngineersOrSurveyors advertisinginjury"caused,inwholeor inpart,byyouractsoromissionsor(1)Anyarchitect,engineer,orsurveyor,but theactsoromissionsofthoseacting onlywithrespecttoliabilityfor"bodily onyour behalf:injury","propertydamage"or"personal (a)andadvertisinginjury"caused,inwhole Intheperformanceofyour orinpart,byyouractsoromissionsor ongoing operations;theactsoromissionsofthoseactingon (b)Inconnectionwithyourpremises yourbehalf: ownedby orrentedtoyou;or(a)Inconnectionwithyourpremises; (c)In connection with "your work" and or includedwithinthe"products-(b)Intheperformanceofyour completedoperationshazard",butongoingoperationsperformedby only ifyouor onyour behalf. (i)Thewrittencontractorwritten (2)Withrespecttotheinsuranceafforded agreementrequiresyouto totheseadditionalinsureds,the providesuchcoverageto followingadditional exclusionapplies: suchadditional insured;and(ii)Thisinsurancedoesnotapplyto ThisCoveragePartprovides "bodilyinjury","propertydamage"or coveragefor"bodilyinjury"or "personalandadvertisinginjury" "propertydamage"included arisingoutoftherenderingoforthe within the"products-failuretorenderanyprofessional completed operationshazard".services byor for you, including: (2)Withrespecttotheinsuranceafforded (a)Thepreparing,approving,or totheseadditionalinsureds,this failuretoprepareorapprove, insurance doesnotapplyto:maps,shopdrawings,opinions, "Bodilyinjury","propertydamage"or reports,surveys,fieldorders, "personalandadvertisinginjury" changeorders, designsor arisingoutoftherenderingof,orthe drawings andspecifications; or failuretorender,anyprofessional(b)Supervisory,inspection, architectural,engineeringorsurveying architecturalorengineering services,including:activities.FormSS 0008 0405 Page 13of24 Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 BUSINESS LIABILITYCOVERAGE FORM(a)Thepreparing,approving,or ThisGeneralAggregatelimitdoesnot failuretoprepareorapprove, applyto"propertydamage"topremises maps,shopdrawings,opinions, whilerentedtoyouortemporarily reports,surveys,fieldorders, occupiedbyyouwithpermissionofthe changeorders, designsor owner,arisingoutoffire,lightningordrawings andspecifications; or explosion.(b) 3.Each Occurrence LimitSupervisory,inspection, architecturalorengineering 2.a.2.bSubjectto orabove,whicheveractivities. applies,themostwewillpayforthesumofall Thelimitsofinsurancethatapplytoadditional damagesbecauseofall"bodilyinjury", D.insuredsaredescribedinSection–Limits "propertydamage"andmedicalexpenses OfInsurance. arisingoutofanyone"occurrence"istheLiabilityandMedicalExpensesLimitshownin Howthisinsuranceapplieswhenother the Declarations.insuranceisavailabletoanadditionalinsuredisdescribedintheOtherInsuranceCondition Themostwewillpayforallmedicalexpenses E.inSection– Liability AndMedicalExpenses becauseof"bodilyinjury"sustainedbyany GeneralConditions. onepersonistheMedicalExpensesLimit shownintheDeclarations.Nopersonororganizationisaninsuredwith 4.Personal AndAdvertisingInjury Limitrespecttotheconductofanycurrentorpast partnership,jointventureorlimitedliability 2.b.Subjecttoabove,themostwewillpayfor companythatisnotshownasaNamedInsuredin thesumofalldamagesbecauseofall the Declarations. "personalandadvertisinginjury"sustainedby any one person or organization is the Personal D.LIABILITYANDMEDICALEXPENSES andAdvertisingInjuryLimitshowninthe LIMITS OF INSURANCE Declarations.1.TheMost We WillPay 5.Damage ToPremisesRented ToYou LimitTheLimitsofInsuranceshowninthe TheDamageToPremisesRentedToYou Declarationsandtherulesbelowfixthemost LimitisthemostwewillpayunderBusiness wewillpay regardless of the number of: LiabilityCoveragefordamagesbecauseof a.Insureds; "propertydamage"toanyonepremises,while b.Claims made or"suits" brought;or rented to you, or in the case of damage byfire,lightningorexplosion,whilerentedtoyouor c.Persons or organizations making claims or temporarilyoccupiedby youwith permission of bringing"suits". the owner. 2.Aggregate Limits Inthecaseofdamagebyfire,lightningor The mostwe will payfor: explosion, the Damage toPremises Rented To a.Damagesbecauseof"bodilyinjury"and YouLimitappliestoalldamageproximately "propertydamage"includedinthe causedbythesameevent,whethersuch"products-completedoperationshazard"is damage results fromfire,lightning orexplosiontheProducts-CompletedOperations orany combinationofthese.AggregateLimit showninthe 6.HowLimitsApplyTo Additional InsuredsDeclarations. Themostwewillpayonbehalfofapersonor b.Damagesbecauseofallother"bodily organizationwhoisanadditionalinsured injury","propertydamage"or"personal underthis CoveragePart is the lesser of:andadvertisinginjury",includingmedical a.Thelimitsofinsurancespecifiedina expenses,istheGeneralAggregateLimit writtencontract,writtenagreementor shownintheDeclarations. permitissuedbyastateorpolitical ThisGeneralAggregateLimitapplies subdivision;orseparatelytoeachofyour"locations" b.TheLimitsofInsuranceshowninthe ownedby orrentedtoyou. Declarations."Location"meanspremisesinvolvingthe Suchamountshallbeapartofandnotin sameorconnectinglots,orpremises additiontotheLimitsofInsuranceshownin whoseconnectionisinterruptedonlybya the Declarations anddescribedinthis Section.street,roadwayorright-of-wayofa railroad.Page 14of24 FormSS 0008 0405 Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 BUSINESS LIABILITYCOVERAGE FORM(1)Ifmorethanonelimitofinsuranceunderthis Immediatelysenduscopiesofany policyandanyendorsementsattachedthereto demands,notices,summonsesor appliestoanyclaimor"suit",themostwewillpay legalpapersreceivedinconnection underthispolicyandtheendorsementsisthe withtheclaimor "suit";singlehighestlimitofliabilityofallcoverages (2)Authorizeustoobtainrecordsand applicabletosuchclaimor"suit".However,this other information;paragraph does not apply to theMedicalExpenses (3)Cooperatewithusintheinvestigation, 3.limit set forthinParagraph above. settlementoftheclaimordefense TheLimitsofInsuranceofthisCoveragePartapply againstthe"suit";andseparatelytoeachconsecutiveannualperiodandto (4)Assistus,uponourrequest,inthe any remaining period of less than 12 months, starting enforcementofanyrightagainstany withthebeginningofthepolicyperiodshowninthe personororganizationthatmaybe Declarations,unlessthepolicyperiodisextended liabletotheinsuredbecauseofinjury after issuance for anadditional periodoflessthan12 ordamagetowhichthisinsurance months.Inthatcase,theadditionalperiodwillbe may also apply.deemedpartofthelastprecedingperiodforpurposes d.ObligationsAt TheInsured's Own CostofdeterminingtheLimitsofInsurance. Noinsuredwill,exceptatthatinsured'sownE.LIABILITYANDMEDICALEXPENSES cost,voluntarilymakeapayment,assumeGENERAL CONDITIONS anyobligation,orincuranyexpense,otherthanforfirstaid,withoutourconsent.1.Bankruptcy e.Additional Insured'sOther InsuranceBankruptcyorinsolvencyoftheinsuredoroftheinsured'sestatewillnotrelieveusofour Ifwecoveraclaimor"suit"underthis obligationsunder thisCoverage Part. CoveragePartthatmayalsobecovered byotherinsuranceavailabletoan 2.DutiesInTheEventOfOccurrence, additionalinsured,suchadditionalinsured Offense, ClaimOrSuit mustsubmitsuchclaimor"suit"tothe a.NoticeOfOccurrenceOrOffense other insurerfordefenseand indemnity.Youoranyadditionalinsuredmustseeto However,thisprovisiondoesnotapplyto itthatwearenotifiedassoonas theextentthatyouhaveagreedina practicableofan"occurrence"oran writtencontract,writtenagreementor offensewhichmayresultinaclaim.To permitthatthisinsuranceisprimaryand the extentpossible,notice should include:non-contributorywiththeadditional (1)How,whenandwherethe"occurrence" insured's owninsurance.oroffensetookplace; f.KnowledgeOfAnOccurrence,Offense,(2)Thenamesandaddressesofany ClaimOrSuitinjuredpersons andwitnesses;and a.b.Paragraphsandapplytoyouorto(3)Thenatureandlocationofanyinjury anyadditionalinsuredonlywhensuch ordamagearisingoutofthe "occurrence",offense,claimor"suit"is "occurrence"or offense. knownto:b.NoticeOfClaim (1)Youoranyadditionalinsuredthatis anindividual;Ifaclaimismadeor"suit"isbrought againstanyinsured,youoranyadditional (2)Anypartner,ifyouoranadditional insured must: insured is apartnership;(1)Immediately record the specifics of the (3)Anymanager,ifyouoranadditional claimor"suit"andthedatereceived; insured is alimitedliability company;and (4)Any"executiveofficer"orinsurance (2)Notify usas soonas practicable. manager,ifyouoranadditional insured is acorporation;Youoranyadditionalinsuredmustseeto itthatwereceiveawrittennoticeofthe (5)Anytrustee,ifyouoranadditional claim or"suit" assoon aspracticable. insured is atrust;orc.AssistanceAndCooperationOfThe (6)Any electedor appointedofficial, ifyou Insured oranadditionalinsuredisapolitical subdivision orpublic entity.Youand anyotherinvolved insured must:
FormSS 0008 0405 Page 15of24
Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415 BUSINESS LIABILITYCOVERAGE FORM(6)WhenYouAreAddedAsAn Whenthisinsuranceisexcessoverother AdditionalInsuredToOther insurance,wewillpayonlyourshareof Insurance theamountoftheloss,ifany,that exceedsthesumof:Thatisotherinsuranceavailableto (1)youcoveringliabilityfordamages Thetotalamountthatallsuchother arisingoutofthepremisesor insurancewouldpay for the loss in the operations,or products andcompleted absenceofthis insurance;andoperations,forwhichyouhavebeen (2)Thetotalofalldeductibleandself-addedasanadditionalinsuredbythat insuredamountsunderallthatother insurance;or insurance.(7)WhenYouAddOthersAsAn Wewillshare the remaining loss,if any, withAdditionalInsuredToThis anyotherinsurancethatisnotdescribedinInsurance this ExcessInsuranceprovision andwas notThatisotherinsuranceavailabletoan boughtspecificallytoapplyinexcessoftheadditionalinsured. LimitsofInsuranceshownintheDeclarationsofthisCoveragePart.However,thefollowingprovisions c.MethodOfSharingapplytootherinsuranceavailableto anypersonororganizationwhoisan Ifalltheotherinsurancepermits additional insured under thisCoverage contribution by equal shares, we will follow Part: thismethodalso.Underthisapproach, (a)PrimaryInsuranceWhen eachinsurercontributesequalamounts RequiredBy Contract untilithaspaiditsapplicablelimitof insuranceornoneofthelossremains, Thisinsuranceisprimaryifyou whichevercomesfirst.haveagreedinawrittencontract, writtenagreementorpermitthat Ifanyoftheotherinsurancedoesnotpermitthisinsurancebeprimary.Ifother contributionbyequalshares,wewillinsuranceisalsoprimary,wewill contributebylimits.Underthismethod,eachsharewithallthatotherinsurance insurer’sshareisbasedontheratioofitsc.bythemethoddescribedin applicablelimitofinsurancetothetotalbelow. applicablelimitsofinsuranceofallinsurers.(b)PrimaryAndNon-Contributory8.TransferOfRightsOfRecoveryAgainst ToOtherInsuranceWhen OthersTo UsRequiredBy Contract a.TransferOfRightsOfRecoveryIfyouhaveagreedinawritten Iftheinsuredhasrightstorecoverallor contract,writtenagreementor partofanypayment,including permitthatthisinsuranceis SupplementaryPayments,wehavemade primaryandnon-contributorywith underthisCoveragePart,thoserightsaretheadditionalinsured'sown transferredtous.Theinsuredmustdo insurance,thisinsuranceis nothingafterlosstoimpairthem.Atour primaryandwewillnotseek request,theinsuredwillbring"suit"or contributionfromthatother transferthoserightstousandhelpus insurance. enforcethem.Thisconditiondoesnot (a)(b)Paragraphs and donot apply to apply to Medical ExpensesCoverage.other insurance to which the additional b.WaiverOfRightsOfRecovery(Waiver insuredhasbeenaddedasan Of Subrogation)additionalinsured. Iftheinsuredhaswaivedanyrightsof Whenthisinsuranceisexcess,wewill recoveryagainst anypersonor havenodutyunderthisCoveragePartto organizationforallorpartof anypayment, defend the insured against any "suit" ifany includingSupplementaryPayments,we otherinsurerhasadutytodefendthe havemadeunderthisCoveragePart,we insuredagainstthat"suit".Ifnoother alsowaivethatright,providedtheinsured insurerdefends,wewillundertaketodo waivedtheirrightsofrecoveryagainstso,butwewillbeentitledtotheinsured's suchpersonororganizationinacontract, rightsagainst allthoseotherinsurers. agreementorpermitthatwasexecuted prior to the injuryor damage.FormSS 0008 0405 Page 17of24 Docusign Envelope ID: CB832C61-3057-4EB5-B5D5-4904B2976415