Exhibit 1: Agreement — Alameda City Council, September 3, 2024

Courtney Inc. 1 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020

CONSTRUCTION AGREEMENT

THIS CONSTRUCTION AGREEMENT (“Agreement”) is entered into this ______day of ______________, 2024, by and between the CITY OF ALAMEDA, a municipal corporation (“the City"), and COURTNEY, INC., a (California corporation) whose address is 16781 Millikan Avenue, Irvine CA 92606, (“Contractor”), in reference to the following:

RECITALS:

A. The City is a municipal corporation duly organized and validly existing under the l aws 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 City’s Charter.

B. The City is in need of the following services: Furnishing all labor, tools, equipment, materials, except as herein specified; and doing all work associated with removal of the existing membrane roof, mechanical roof units; and replacement with a new membrane roof system on 2301 Monarch Street ("Building 24”). City staff issued an IFB on July 19, 2024. After a submittal period of twenty-one (21) calendar days received ten (10) of timely submitted bids, and the bids were opened on August 8, 2024. Staff reviewed the bids and selected the lowest responsive and responsible bidder.

C. Contractor poss esses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

D. Whereas, the City Council authorized the City Manager to execute this agreement on ___________________.

E. The City and Contractor desire to enter into an agreement for the Building 24 Reroofing Project, upon the terms and conditions herein.

NOW, THEREFORE, in consid eration of the forgoing, which are incorporated herein by reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. TERM:

Contractor shall have ninety (90) consecutive calendar days from the date the work is to commence pursuant to the Notice to Proceed to diligently prosecute the work to completion.

2. SERVICES TO BE PERFORMED:

Contractor agrees, at its own cost and expense, to furnish all labor, tools, equipm ent, materials, except as otherwise specified, and to do all work strictly in accordance with the Specifications, Special Provisions and Plans, which Specifications, Special Provisions and Plans are hereby referred to and expressly made a part hereof with the same force and effect as if the same were fully incorporated herein. Contractor acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Contractor to perform all tasks included therein.

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 2 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020

3. COMPENSATION TO CONTRACTOR:

Contractor shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Contractor's bid, which is attached hereto as Exhibit A and incorporated herein by this reference. Payment will be made in the same manner that claims of a like character are paid by the City, with checks drawn on the treasury of the City.

Payment will be made by the City in the following manner: On the first day of each month, Contractor shall submit a written estimate of the total amount of work done the previous month.

However, the City reserves the right to adjust budget within and between tasks. Pricing and accounting of charges are to be according to the bid packet pricing, unless mutually agreed to in writing.

Payment shall be made for 95% of the value of the work completed as determined by the City. The City shall retain 5% of the value of the work as partial security for the completion of the work by Contractor. Retained amounts shall be paid to Contractor within sixty days of acceptance by the City of the project. Payment shall not be construed as acceptance of defective work. No interest will be paid to Contractor on retained funds.

Total compensation for work is $2,549,469, with a 0% percent contingency in the amount of $0 for a total not to exceed of $2,549,469.

Prompt Payment of Withheld Funds to Subcontractors: The City shall hold retainage from the prime contractor and shall, as determined by the City, make prompt and regular incremental acceptances of portions of the contract work and pay retainage to the prime contractor based on these acceptances. The prime contractor or subcontractor shall return all monies withheld in retention from all subcontractors within 30 days after receiving payment for work satisfactorily completed and accepted by the City, including incremental acceptances of portions of the contract work. Any delay or postponement of payment may take place only for good cause and with the City’s prior written approval. Any violation of these provisions shall subject the violating prime contractor to the penalties, sanctions, and other remedies sp ecified in Section 7108.5 of the California Business Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to the prime contractor or subcontractor in the event of a dispute involving (a) late payment or nonpayment by the prime contractor, (b) deficient subcontractor performance, or (c) noncompliance by a subcontractor with the contract, including but not limited to remedies under California Public Contract Code Section 9204. This clause applies to both DBE and non-DBE subcontractors.

4. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Agreement.

It is agreed by the parties to this Agreement that if all the work called for under the Agreement is not completed before or upon the expiration of the time limit as set forth in Paragraph 1 above, damage will be sustained by the City, and it is and will be impracticable to determine the actual damage which the City will sustain in the event of and by reason of such delay. It is therefore agreed that Contractor will pay the City the sum of FIVE HUNDRED DOLLARS ($500.00) per day as liquidated damages for each and every day's delay beyond the time prescribed to complete Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 3 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 the work; and Contractor agrees to pay such liquidated damages as herein provided, and in case the same are not paid, agrees that the City may deduct the amount thereof from any money due or that may become due Contractor under the Agreement.

It is further agreed that in case the work called for under the Agreement is not finished and completed in all parts and requirements within the time specified, the City shall have the right to extend the time for completion or not, as may seem best to serve the interest of the City; and if the City decides to extend the time limit for the completion of the Agreement, it shall further have the right to charge Contractor, its successors, heirs, assigns or sureties, and to deduc t from the final payment for the work, all or any part, as it may deem proper, of the actual costs and overhead expenses which are directly chargeable to the Agreement, and which accrue during the period of such extensions.

Contractor shall not be assessed with liquidated damages during any delay in the completion of the work caused by an act of God or of the public enemy, acts of the City, fire, flood, epidemic, quarantine restriction, strikes, freight embargoes, and unusually severe weather or delays of s ubcontractors due to such causes; provided that Contractor shall, within one (1) day from the beginning of such delay, notify the City in writing of the causes of delay. The City shall ascertain the facts in good faith and the extent of the delay, and its findings of the facts thereon shall be final and conclusive.

5. STANDARD OF CARE:

Contractor 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. Contractor represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Contractor further represents that all of its employees and sub contractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.

Contractor 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, Contractor 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 Contractor ’s failure to comply with the s tandard of care provided for herein. Any employee of the Contractor or its subcontractors 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 Contractor and shall not be re-employed to perform any further services under this Agreement.

6. INDEPENDENT PARTIES:

Contractor hereby declares that it is engaged as an independent business and it agrees to perform its services as an independent contractor. The manner and means of conducting the work are under the control of Contractor, except to th e 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 Contractor's services and work. None of the benefits Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 4 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 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 Contractor, its employees, subcontractors, suppliers or agents. Deductions shall not be made for an y state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Contractor. Payments of the above items, if required, are the responsibility of Contractor. Any personne l performing the services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Contractor assumes any and a ll 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. Contractor shall indemnify, defend (with counsel acceptable to the City) and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.

8. NON-DISCRIMINATION:

Consistent with the City ’s policy and state and federal law that harassment and discrimination are unacceptable employer/employee conduct, neither Contractor nor Contractor’s employees, agents, subcontractors or suppliers shall harass or discriminate against any job applicant, City employee, or any person on th e 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. Contractor agrees that any violations of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS:

To the fullest extent permitted by law, Contractor 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 Contractor’s performance of its obligations under this Agreement or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful miscond uct on the part of Contractor, Contractor 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 Contractor. Contractor shall not have any obliga tions 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.

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 5 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 As to Claims for professional liability only, Contractor’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8.

Contractor’s obligation to indemnify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.

10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Contractor shall furnish 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 paragraphs 10.b. (1) through (5). Such certificates, which do not limit Contract or'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.” Contractor 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. Endorsements nami ng the City, its City Council, boards, commissions, officials, employees, agents and volunteers as additional insured shall be submitted with the insurance certificates.
b. COVERAGE:

Contractor shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:

Statutory coverage as required by the State of California. (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 aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Additional Insured Endorsement n aming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. (3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

Bodily injury: $1,000,000 each occurrence
Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 6 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 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) Pollution Prevention:

Legal liability required for hazardous materials excavation in the amount of $2,000,000 each occurrence. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.
(5) Builders Risk:

Insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. The coverage and limits shall be (1) the minimum cover age and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to the Contractor; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the City. c. SUBROGATION WAIVER:

Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor 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 the Contractor, its employees, agents and subcontractors. d. FAILURE TO SECURE:

If Contractor 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 Contractor's name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate p ermitted by law and computed from the date written notice is received that the premiums have not been paid.

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 7 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 e. ADDITIONAL INSURED:

The City, its City Council, boards, commissions, officials, employees and volunteers shall be named as an additional insured under all insurance coverages, except worker ’s compensation 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 a nything toward any loss or expense covered by the insurance provided by this policy. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance.
f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor's insurance broker to determine adequate coverage for Contractor.
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 Contractor are exhausted.

11. BONDS:

Contractor shall furnish the following bonds from a bonding company acceptable to the City’s Risk Manager:

A. Faithful Performance: A bond in the amount of 100% of the total contract price guaranteeing the faithful performance of this contract, and B. Labor and Materials: A bond for labor and materials in the amount of 100% of the total contract price.

Faithful Performance Bond and Labor and Material Bond are only required for work over $25,000. Therefore, those estimates that are under $25,000 wi ll not need to budget for the bond premiums and those estimates over $25,000 will need to budget for the bond premiums.

12. PROHIBITION AGAINST TRANSFERS:

Contractor 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. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right o r interest by reason of such attempted assignment, hypothecation or transfer. However, Contractor’s claims for money from the City under this Agreement may be assigned to a bank, trust company or other financial Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 8 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 institution without prior written consent. Written notice of such assignment shall be promptly furnished to the City by Contractor.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joi nt venturer or syndicate member or cotenant, if Contractor is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the entity.

13. SUBCONTRACTOR APPROVAL:

Unless prior written consent from the City is obtained, only those people and subcontractors whose names are listed in Contractor's bid shall be used in the performance of this Agreement.

Requests for additional subcontracting shall be submitted in writing, describing the scope of work to be subcontracted and the name of the proposed subcontractor. Such request shall set forth the total price or hourly rates used in preparing estimated costs for the subcontractor's services. Approval of the subcontractor may, at the option of the City, be issued in the form of a Work Order.

In the event that Contractor employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general and automobile liability insurance in reasonable conformity to the insurance carried by Contractor. In addition, any work or services subcontracted hereunder shall be subje ct to each provision of this Agreement.

14. PERMITS AND LICENSES:

Contractor, 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 services and work hereunder.

15. REPORTS:

Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Agreement shall be the exclusive property of the City.

No report, information nor other data given to or prepared or assembled by Contractor pursuant to this Agreement shall be made available to any individual or organization by Contractor without prior approval by the City.

Contractor shall, at such time and in such form as the City may require, furnish reports concerning the status of services and work required under this Agreement.

16. RECORDS:

Contractor shall maintain complete and accurate records with re spect to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of services and work under this Agreement.

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 9 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 Contractor shall maintain adequate records of services and work provided in sufficient detail to permit an evaluation of services and work. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to such books an d records to the representatives of the City or its designees at all proper times, and gives the City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, 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 for a period of three (3) years after receipt of final payment.

If supplemental examination or audit of the records 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 con trols, or other breach of contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

17. NOTICES:

All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided.

All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:

City of Alameda
Base Reuse and Economic Development
950 West Mall Square, Suite 205
Alameda, CA 94501
ATTENTION: Annie Cox, Management Analyst
Ph: (510) 747-6893
Email: [email protected]
All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

Courtney Inc.
16781 Milllikan Avenue
Irvine, CA 92606
ATTENTION; Robert Gilbert, Chief Financial Officer
Ph: (925) 271-7589
Email: [email protected]

18. SAFETY:

Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and work under this Agreement. This requirement will apply continuously and not be Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 10 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 limited to normal working hours. In addition, Contractor will comply with all safety 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 requirements will be followed. Contractor ’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.

Contractor will immediately notify the City’s Risk Manager 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 . Contractor will promptly submit to the City a written 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 Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Contractor 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 Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Contractor shall defend, 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.

20. HEALTH AND SAFETY REQUIREMENTS.

Contractor acknowledges that the City shall have the right to impose, at the City ’s sole discretion, requirements that it deems are neces sary to protect the health and safety of the City employees, residents, and visitors. Contractor 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. Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

21. PREVAILING WAGES:

Contractor is aware of the requirements of Cal ifornia 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. Contractor 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 t he total compensation is $1,000 or more. City, upon Contractor ’s request, shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 11 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 upon request; and shall post copies at the Contractor’s principal place of business and at the project site. Contractor 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.

22. DEPARTMENT OF INDUSTRIAL RELATIONS COMPLIANCE AND
PREVAILING WAGE REQUIREMENTS ON PUBLIC WORKS PROJECTS:
a. For purposes of Sections 22 through 24 of this Agreement, the terms “claim”, “contractor”, “public works project” and “subcontractor” shall have the same meaning s set forth in Public Contract Code Section 9204.

b. No contractor or subcontractor may be listed on a bid proposal for a public works project, nor engage in the performance of any public work contract, unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 (with the limited exceptions for certaion bids pursuant to Labor code Section 1771.1(a)). Registration instructions may be found at the following website: https://www.dir.ca.gov/Public-Works/Contractor- Registration.html

c. All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner at the following website: https://www.dir.ca.gov/Public- Works/Certified-Payroll-Reporting.html

d. Contractor is required to all post job site notices as prescribed by State law. (See 8 Cal. Code Regs, § 16451(d).)

e. In executing this Agreement, Contractor acknowledges a nd agrees that the work authorized by this Agreement may be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

23. HOURS OF LABOR:

As provided in Article 3 (commencing at § 1810), Chapter 1, Part 7, Division 2 of the Labor Code, eight (8) hours of labor shall constitute a legal day's work. The time of service of any worker employed at any time by Contractor or by any subcontractor on any subcontract under this Agreement, upon the work or upon any part of the work contemplated by this Agreement, is limited and restricted to eight (8) hours during any one calendar day and forty (40) hours during any one calendar week, except as hereinafter provided. Notwithstanding the provision hereinabove set forth, work performed by employees of Contractor in excess of eight (8) hours per day and forty (40) hours during any one week shall be permitted upon this public work, provided that the employees’ compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1-1/2) times the basic rate of pay.

Contractor shall pay the City a penalty of Twenty -five Dollars ($25.00) for each worker employed in the execution of this Agreement by Contractor, or by any subcontractor, for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any calendar day and forty (40) hours in any one (1) calendar week, in violation of the provisions of Article 3 (commencing at § 1810), Chapter 1, Part 7, Division 2 of the Labor Code, unless Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9

Courtney Inc. 12 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 compensation for the workers so employed by Contractor is not less than one and one-half (1-1/2) times the basic rate of pay for all hours worked in excess of eight (8) hours per day.

Holiday and overtime work, when permitted by law, shall be paid for at a rate of at least one and one-half (1½) times the above specified rate of per diem wages, unless otherwise specified.

Holidays shall be defined in the Collective Bargaining Contract applicable to each particular craft, classification, or type of worker employed.

24. APPRENTICES:

Attention is directed to the provisions in Sections 1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by Contractor or any subcontractor under it on contracts greater than $30,000 or 20 working days. Contractor and any subcontractor under it shall comply with the requirements of Sections 1777.5 and 1777.6 in the employment of apprentices.

Section 1777.5 of the Labor Code requires Contractor or subcontractor employing workers in any apprenticeable occupation to apply to the joint apprenticeship committee nearest the site of the public works project, and which administers the apprenticeship program in that trade, for a certificate of app roval, if they have not previously applied and are covered by the local apprenticeship standards.

Contractor is required to make contributions to funds established for the administration of apprenticeship programs if: (1) Contractor employs registered appr entices or journeymen in any apprenticeable trade on such contracts and if other contractors on the public works site are making such contributions; or (2) if Contractor is not a signatory to an apprenticeship fund and if the funds administrator is unable to accept Contractor' required contribution. Contractor or subcontractor shall pay a like amount to the California Apprenticeship Council.

Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Di rector of Industrial Relations, ex -officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.

25. LABOR DISCRIMINATION:

No discrimination shall be made in the employment of persons upon public works because of the race, color, sex, religion, age, national origin, sexual orientation or physical disability of such persons and every Contractor for public works violating this section is subject to all the penalties imposed for a violation of the provisions of the Labor Code, and, in particular, Section 1735.

26. REGISTRATION OF CONTRACTORS:

Before submitting bids for any work authorized by this Agreement, contractors shall be licensed in accordance with the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California.

27. URBAN RUNOFF MANAGEMENT:

Contractor shall avoid creating excess dust when breaking asphalt or concrete and d uring excavation and grading. If water is used for dust control, Contractor shall use as little as necessary.

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 13 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 Contractor shall take all steps necessary to keep wash water out of the streets, gutters and storm drains.

Contractor shall develop and implement erosion and sediment control to prevent pollution of storm drains. Such control includes but is not limited to:
a. Use storm drain inlet protection devices such as sand bag barriers, filter fabric fences, block and gravel filters. (Block storm drain inlets prior to the start of the rainy season (October 15), on site de -watering activities and saw -cutting activities; shovel or vacuum saw-cut slurry and remove from the site.)
b. Cover exposed piles of soil or construction material with plastic sheeting. All construction materials must be stored in containers.
c. Sweep and remove all materials from paved surfaces that drain to streets, gutters and storm drains prior to rain as well as at the end of the each work day. At the completion of the project, the street sha ll be washed and the wash water shall be collected and disposed of offsite in an appropriate location.
d. After breaking old pavement, Contractor shall remove all debris to avoid contact with rainfall or runoff.
e. Contractor shall maintain a clean work area by removing trash, litter, and debris at the end of each workday. Contractor shall also clean up any leaks, drips, and other spills as they occur.

The objective is to ensure that the City and County of Alameda County-Wide Clean Water Program is adequately enforced. These controls should be implemented prior to the start of construction, up-graded as required, maintained during construction phases to provide adequate protection, and removed at the end of construction.

These recommendations are intended to be used in conjunction with the State ’s Best Management Practices Municipal and Construction Handbooks, local program guidance materials from municipalities, Section 7.1.01 of the Standard Specifications and any other appropriate documents on storm water quality controls for construction.

Failure to comply with this program will result in the issuance of noncompliance notices, citations, project stop orders or fines. The fine for noncompliance of the above program is two hundred and fifty dollars ($250.00) per occurrence per day. The State under the Federal Clean Water Act can also impose a fine on the contractor, pursuant to Cal. Water Code §13385.

28. COMPLIANCE WITH MARSH CRUST ORDINANCE:

Contractor shall perform all excavation work in compliance with the City’s Marsh Crust Ordinance as set forth at Section 13-56 of the Municipal Code. Prior to performing any excavation work, Contractor shall verify with the Building Official whether the excavation work is subject to the Marsh Crust Ordinance. Contractor shall apply for and obtain permits from Building Services on projects deemed to be subject to the Marsh Crust Ordinance.

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 14 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020

29. COMPLIANCE WITH THE CITY’S INTEGRATED PEST MANAGEMENT POLICY:

Contractor shall follow the requirements of the City's Integrated Pest Management (IPM) Policy to ensure the City is in compliance with its Municipal Regional Stormwater NPDES Permit, Order R2-2022-0018, issued by the San Francisco Bay Regional Water Quality Control Board.  Contractor shall use the most current IPM tec hnologies available to ensure the long -term prevention or suppression of pest problems and to minimize negative impacts on the environment, non-target organisms, and human health for the control or management of pests in and around City buildings and facil ities, parks and golf courses, urban landscape areas, rights-of-way, and other City properties.
 Contractor will consider the City IPM Policy ’s hierarchy of options or alternatives listed below, in the following order before recommending the use of or apply ing any pesticide on City property: (1)
a. No controls (e.g. tolerating the pest infestation, use of resistant plant varieties or allowing normal life cycle of weeds);
b. Physical or mechanical controls (e.g. hand labor, mowing, exclusion); c. Cultural controls (e.g. mulching, disking, alternative vegetation) and good housekeeping (e.g. cleaning desk area);
d. Biological controls (e.g., natural enemies or predators); e. Reduced-risk chemical controls (e.g., soaps or oils); and f. Other chemical controls.
 Prior to applying chemical controls Contractor shall complete a checklist for the City’s pre- approval that explains why a chemical control is necessary. For annual contracts that require regular application of chemical controls the contractor shall submit one checklist prior to the initiation of the project demonstrating that the hierarchy has been reviewed and no other options exist. (See Exhibit C ). Additionally, Contractor shall provide documentation to the City’s project manager of the implementation of the IPM techniques hierarchy described in the City’s IPM Policy.
 Contractor shall avoid the use of the following pesticides that threaten water quality, human health and the environment:
a. Acute Toxicity Category I chemicals as identified by the Environmental Protection Agency (EPA);
b. Organophosphate pesticides (e.g., those containing Diazinon, chlorpyrifos or malathion);
c. Diamides (chlorantraniliprole and cyantraniliprole); d. Neonicotinoids (e.g., imidacloprid, acetamiprid, and dinotefuran); e. Pyrethroids (bif enthrin, cyfluthrin, beta -cyfluthrin, cypermethrin, deltamethrin, esfenvalerate, lambda -cyhalothrin, metofluthrin, permethrin, and tralomethrin), carbamates (e.g., carbaryl and aldicarb), diuron, fipronil and its degradates, and indoxacarb; and
f. Copper-based pesticides unless their use is judicious, other approaches and techniques have been considered, and the threat of impact to water quality is Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 15 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 prevented.
 Contractor shall sign the Contractor Verification Form (attached as Exhibit B) indicating the intent to implement the City’s IPM Policy, and return a signed copy to the City’s project manager.
 Contractor shall provide to the City ’s project manager an annual report of all pesticide usage in support of City operations including pesticide name, active ingredi ent(s), target pest(s), the total amounts used and the reasons for any increase in use of any pesticide.  Contractor shall provide a copy of any current IPM certifications(s) to the City ’s project manager prior to initiation of the service work.

A copy of the City's IPM Policy may be obtained from the City ’s project manager and is also on file with the City Clerk.

If this Agreement pertains to the use of any items listed above, Contractor will need to fill out and send in the Contractor Verification Form a nd Contractor Check List. ADD EXHIBIT B IF PEST CONTROL.

30. PURCHASES OF MINED MATERIALS REQUIREMENT:

Contractor shall ensure that all purchases of mined materials such as construction aggregate, sand and gravel, crushed stone, road base, fill materials, and any other mineral materials must originate from a surface mining operation identified on the AB3098 List per the Surface Mining and Reclamation Act of 1975 (SMARA).

Within five days of award of contract, Contractor shall submit a report to the City w hich lists the intended suppliers for the above materials and demonstrates that the suppliers are in compliance with the SMARA requirements. The AB3098 List is maintained by the Department of Conservation ’s Office of Mine Reclamation (OMR) and can be view ed at:
www.conservation.ca.gov/OMR/ab_3098_list/index.htm. Note that the list changes periodically and should be reviewed accordingly.

31. CALIFORNIA AIR RESOURCES BOARD COMPLIANCE:

Contractor, shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the California Air Resources Board regulations including, without limitation, Title 13, California Code of Regulations Di vision 3, Chapter 9 and all pending amendments (“CARB Regulations”).

Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and subcontractors’ fleet including, without limitation, Certificates of Reported Compliance, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the CA RB Regulations upon two (2) calendar days’ notice from the Cit
Contractor shall be solely liable for any and all costs associated with complying with the CARB Regulations as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the CARB Regulations. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 16 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the CARB Regulations.

32. TERMINATION:

In the event Contractor fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Contractor s hall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) business days after receipt by Contractor 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 terminate the Agreement forthwith by giving to Contractor written notice thereof.

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 Contractor as provided herein. Upon termination of this Agreement, 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.

33. ATTORNEYS’ FEES AND COSTS:

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.

34. PUBLIC CONTRACT CODE SECTION 9204 SUMMARY:

Notwithstanding anything else to the contrary stated in the Information For Bidders (IFB) or other document s associated with this Agreement, all claims, regardless of dollar amount, submitted between January 1, 2017 and January 1, 2027 related to work performed or scheduled to be performed pursuant to this Agreement shall be governed by Public Contract Code Sec tion 9204 and this section. The following provisions and procedures shall apply:
a. Contractor shall submit each Claim (whether for a time extension, payment for money or damages) in writing and in compliance with Public Contract Code Section 9204. Contractor must include reasonable documentation to support each claim.

b. Upon receipt of a claim, the City shall conduct a reasonable review and respond in writing within 45 days of receipt and shall identify in a written statement what portions of the claim are disputed and undisputed. Undisputed portions of the claim shall be process and paid within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The City and Contractor may mutually agree to extend the 45 day response time.

c. If the City needs approval from the City Council to provide a written statement, the 45 days may be extended to 3 days following the next duly noticed public meeting pursuant to Public Contract Code Section 9204(d)(1)(C).

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 17 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 d. If the City fails to timely respond to a claim or if Contractor disputes the City’s response, Contractor may submit a written demand for an informal meet and confer conference with the City to settle the issues in dispute. The demand must be sent via registered or certified mail, return receipt requested. Upon receipt, the City shall schedule the conference within 30 days.

e. Within 10 business days following the informal meet and confer conference, the City shall submit to Contractor a writ ten statement describing any issues remaining in dispute and that portion which is undisputed. Undisputed portions of the claim shall be processed and paid within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The issues remaining in dispute shall be submitted to non -binding mediation. If the City and Contractor mutually agree on a mediator, each party shall pay equal portions of all associated costs. If within 10 business days, the City and Contractor cannot agree on a mediator, each party shall select a mediator (paying all costs associated with their selected mediator), and those mediators shall select a qualified neutral third party to mediate the disputed issues. The City and Contractor shall pay equal portions of all associated costs of such third party mediator.

f. Unless otherwise agreed by the City and Contractor, any mediation conducted hereunder shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has commenced.

g. The City reserves all rights and remedies that it has pursuant to this Agreement, any associated plans and specifications, or at law or in equity which are not in conflict with Public Contract Code 9204.

35. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the partie s 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.

36. ADVERTISEMENT:

Contractor shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from the City to do otherwise.

37. 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 brea ch of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 18 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020

38. INTEGRATED CONTRACT:

Subject to the language of Section 43, 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. N o verbal agreement or implied covenant 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 Contractor.

39. INSERTED PROVISIONS:

Each provision and clause r equired by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party.

40. 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.

41. 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.

42. SIGNATORY:

By signing this Agreement, each signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement.

43. 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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Courtney Inc. 19 BRED 2024-01 Alameda Point Build 24 Roof Replacement Version 12-07-2020 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written.

COURTNEY INC. CITY OF ALAMEDA
a California corporation a municipal corporation

Robert Gilbert Jennifer Ott
Chief Financial Officer City Manager

RECOMMENDED FOR APPROVAL

George Courtney Abigail Thorne-Lyman
Chief Executive Officer Base Reuse and Economic Development Director

Contractor License No.___699236 ______ APPROVED AS TO FORM:

City Attorney
DIR No.___1000007792_______________

Len Aslanian
Assistant City Attorney

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9

Exhibit A
Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDLSUBRLTR INSDWVD
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :

POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE$DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence)MED EXP (Any one person)$PERSONAL & ADV INJURY$GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$PRO-POLICYLOC PRODUCTS - COMP/OP AGGJECT OTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTO BODILY INJURY (Per person)$OWNEDSCHEDULEDBODILY INJURY (Per accident)$AUTOS ONLYAUTOSHIREDNON-OWNEDPROPERTY DAMAGE$AUTOS ONLYAUTOS ONLY(Per accident)$OCCUR EACH OCCURRENCECLAIMS-MADEAGGREGATE$DEDRETENTION$ PEROTH-STATUTEERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE$If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC #

COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.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 onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$
$$$$
The ACORD name and logo are registered marks of ACORD
8/14/2024
License # 0757776(949) 623-3980(949) 891-040716889Courtney, Inc.16781 Millikan AvenueIrvine, CA 92606101201167333138353781A 1,000,000XXSCGL0040000106002/1/20242/1/2025300,000Premises/Operations10,000Products Ded: $10K1,000,0002,000,0002,000,0001,000,000B XXCF4CA01717-2412/1/20242/1/2025Liability Ded:03,000,000A SXCS0040000035002/1/20242/1/20253,000,0000C XCOWC5613522/1/20242/1/20251,000,000N 1,000,0001,000,000DExcess LiabilityLHA1065382/1/2024Per Occ/ Aggregate6,000,000EContr. PollutionMKLV7ENV1052992/1/20242/1/2026Per Occ/ Aggregate3,000,000RE: Alameda Point Building 24 Roof Replacement. glaipwv/auaiwv/wcwvCity of Alameda, its City Council, boards, commissions, officials, employees, agents and volunteers are included as Additional Insureds as respects General Liability and Auto Liability per attached endorsements. This insurance shall apply as Primary and Non-Contributory per attached endorsement. Waiver of Subrogation for General Liability, Auto Liability and Workers' Compensation: See Attached Endorsements.e City of Alameda2263 Santa Clara AvenueAlameda, CA 94501 COURINC-03JCHRISTIANSON
HUB International Insurance Services Inc.4695 MacArthur CourtSuite 600Newport Beach, CA 92660Summit Specialty Insurance CompanyEverest National Insurance CompanyRedwood Fire and Casualty Insurance CompanyLandmark American Insurance CompanyEvanston Insurance Company X2/1/2025

X XXXXXXXX
Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 8/22/2024
FORM NUMBER:

EFFECTIVE DATE:

The ACORD name and logo are registered marks of ACORD

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
FORM TITLE:

Page of

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01)
AGENCY CUSTOMER ID:LOC #:

HUB International Insurance Services Inc.

COURINC-03
SEE PAGE 1
1 SEE PAGE 1ACORD 25Certificate of Liability Insurance
License # 07577761
SEE P 1Courtney, Inc.16781 Millikan AvenueIrvine, CA 92606SEE PAGE 1 JCHRISTIANSON1
Cancellation:*Except 10 days notice of Cancellation for non-payment of premium.*Should this policy be cancelled before the expiration date, HUB International Insurance Services, Inc. will mail 30 (thirty) days written notice to those Certificate Holders which require such action per contract or agreement.*Remarks:General Aggregate Limit per Project; $10,000,000. Excess coverage is follow form as per the policy language. Contractors Pollution: Includes Mold and Fungus $3,000,000 Each Claim/Aggregate; Deductible Each Claim $10,000. Incidental Professional Services Liability Per Each Claim/ Aggregate: $3,000,000 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Policy #: CF4CA01717-241
Policy Effective Date: 02/01/2024
Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 Policy number: CF4CA01717-241 Policy Effective Date: 02/01/2024 Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 20 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 20 10 04
13 © Insurance Services Office, Inc., 2012 Page 1 of 2
ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – SCHEDULED PERSON OR

ORGANIZATION
This endo
rsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location(s) Of Covered Operations
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.

However:

1. The in surance afforded to such additional
insured only applies to the extent permi tted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agree ment to
provide for such additional insured.

B. With re spect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insure d(s) at the
location of the covered operations has been
completed; or

2. That po rtion of "your work" out of which the
injury or damage arises has been pu t to its
intended use by any person or organization
other than another contra ctor or subcontracto r
engaged in performing operation s for a
principal as a part of the same project.

Page 2 of 2 ends

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 20 37 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 20 37 04
13 © Insurance Services Office, Inc., 2012 Page 1 of 1
ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – COMPLETED OPERATIONS
This endo
rsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location And Description Of Completed Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II –
Who Is An Insured is amended to
include as an additional insured the person (s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and
included in the "products-completed operatio ns
hazard".

However:

1. The in surance afforded to such additional
insured only applies to the extent permitted
by law; and

2. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that whic h you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the insurance afforded to th ese
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverag e provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available u nder the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.

COMMERCI AL GENERAL LIABILITY
CG 20 01 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

OTHER INSURANCE CONDITION
This end
orsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek
contribution from any other insurance available to
an additional insured under your policy provided
that:
(1) The additional insured is a Named Insured
under such other insurance; and
(2) You have agreed in writing in a contract o r
agreement that this insurance would be
primary and would not seek contribu tion
from any other insurance available to t he
additional insured.

Policy number: SCGL004000010600
Policy Effective Date: 02/01/2024
Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 24 04 05 09
CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US
This endo
rsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Person Or Organization:

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following
is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV – Conditions:

We waive any right of recovery we may have against
the person or organization shown in the Schedule
above because of payments we make for injury or
damage arising out of your ongoing operations or
"your work" done under a contract with that person
or organization and included in the "products-
completed operations hazard". This waiver applies
only to the person or or ganization shown in the
Schedule above.

SCGL004000010600
As required by written contract
Policy Effective Date: 02/01/2024
Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9 WC 252 (4-84)
WC 04 03 06 (Ed. 4-84) Page 1 of 1
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—

CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be of the California workers' compensation premium otherwise due on such remuneration.

Schedule
Person or Organization Job Description

ALL PERSONS AND/OR ORGANIZATIONS THAT

ARE REQUIRED BY WRITTEN CONTRACT OR

AGREEMENT WITH THE INSURED, EXECUTED

PRIOR TO THE ACCIDENT OR LOSS WAIVER OF

SUBROGATION BE PROVIDED UNDER THIS

POLICY FOR WORK PERFORMED BY YOU FOR
THAT PERSON AND/OR ORGANIZATION.

Policy #: COWC561352 Policy Effective Date: 02/01/2024
Docusign Envelope ID: B85E7AFE-2AAC-41BB-94BA-58F147576F46 Docusign Envelope ID: 890B3F04-7470-4C9D-ABEF-9E7695ABB3A9

Alameda City CouncilSeptember 3, 2024

Alameda City Council
September 3, 2024