Exhibit 1: Agreement — Alameda City Council, September 15, 2026

M5 Svcs LLC 1 Version 7-1-26

SERVICE PROVIDER AGREEMENT

This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ___ day of _________, 2026 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and M5 Services LLC, a California LLC, whose address is 4750 Willow Road, Suite 225, Pleasanton, CA 94588 (“Provider” or “Contractor”):

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: Building Engineer and Maintenance Services for the City of Alameda’s Commercial Real Estate Portfolio. City staff issued a Request for Proposals on March 13, 2026, and after a submittal period of twenty-four (24) days received three timely submitted proposals. Staff reviewed the proposals, interviewed qualified firms and selected the service provider that best meets the City’s needs.

C. Provider possesses 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 Provider desire to enter into an agreement for Building Engineer and Maintenance Services for the City’s Commercial Property Portfolio, upon the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

AGREEMENT

1. TERM:

The term of this Agreement shall commence on the ______ day of October 2026, and shall terminate on the ____ day of ________ 2029, unless terminated earlier as set forth herein.

The parties may agree to extend the term of this Agreement on a year-by-year basis, for up to two (2) additional years. Any extension shall be documented in a signed amendment. In the event that the parties agree to extend the Agreement, all provisions of the Agreement shall remain unchanged with the exception that the compensation shall be adjusted (1) for maintenance services by the percentage increase for Department of Industrial Relations prevailing wages for the trade(s) associated with the services or tasks or 4%, whichever is Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 30th
1st
September
Exhibit 1
1 M5 Svcs LLC 2 Version 7-1-26
greater; and (2) for Building Engineer, by the Local 39 Traveling Union Engineer Collective Bargaining Agreement.

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.

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. b. Compensation for work done under this Agreement shall not exceed as follows:

FY 26-27 total compensation shall not exceed $504,197.00 FY 27-28 total compensation shall not exceed $524,444.00 FY 28-29 total compensation shall not exceed $552,341.00 FY 29-30 total compensation shall not exceed $590,563.00 FY 30-31 total compensation shall not exceed $622,263.00 Total five-year compensation shall not exceed $2,793,808.00 Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.

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 of 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. 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 Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 2 M5 Svcs LLC 3 Version 7-1-26
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 shall 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 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 (with counsel acceptable to the City) and hold harmless the City Indemnitees (as defined in Section 9, below) 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.

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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 (“City 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 Agreement or out of the operations conducted by Provider even if City Indemnitees are alleged to have been negligent. If the Claims filed against City Indemnitees allege 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 City Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of City Indemnitees. 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 City Indemnitees 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, 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 (5). 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,

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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 aggregate limits in the amounts of $4,000,000 shall be considered equivalent to the required minimum limits shown above.

Provider shall also submit declarations and policy endorsements pages. 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

(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 services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim
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Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Provider. If not covered under Provider’s liability policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.]

(5) Pollution Prevention:

Legal liability required for hazardous materials excavation in the amount of $2,000,000 each occurrence. .

As to commercial general liability and automobile liability insurance, such insurance shall 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. SUBROGATION 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.
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.

The additional insured coverage under the Contractor’s policy shall be primary and non- contributory and shall not seek contribution from the City’s insurance or self-insurance. Any Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 6 M5 Svcs LLC 7 Version 7-1-26
available insurance proceeds broader than or in excess of the specified minimum insurance coverage 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 City Indemnitees 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 represents that it has no known relationships with third parties, City Council members, or employees of City which would 1) present a conflict of interest with the rendering of services under this agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law; 2) prevent Provider from performing the terms of this Agreement; or 3) present a significant risk of disclosure of confidential information.

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 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.

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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 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 Provider’s operations and services performed under the Agreement. In the event of such audit, Provider agrees to provide the City with reasonable access to Provider’s employees and make all such financial (including Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 8 M5 Svcs LLC 9 Version 7-1-26
annual financial statements signed by an independent CPA), performance and compliance records available to the City. City agrees to provide Provider 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 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 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 17.
b. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or 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. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Base Reuse and Economic Development Department
950 W. Mall Square, Suite 205
Alameda, CA 94501
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ATTENTION: Alesia Strauch, Base Reuse Manager
Ph: (510) 747-7449 Email: [email protected]

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

M5 Services LLC
7020 Koll Center Parkway, Suite 116
Pleasanton, CA 94566
ATTENTION: John Rogan, [Title]
Ph: (925) 588-1657
Email: [email protected], [email protected] [For insurance purposes only] f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
City Attorney’s Office, Risk Management
2263 Santa Clara Ave., Rm 280
Alameda, CA 94501
ATTENTION: Lisa Cooper, Administrative Services Coordinator Ph: (510) 747-4750/ Email: [email protected]

18. SAFETY:
a. Provider shall 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 shall apply continuously and not be limited to normal working hours. In addition, Provider shall 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 shall be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve it from compliance with the obligations and penalties set forth herein. b. Provider shall 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 shall 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 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 Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 10 M5 Svcs LLC 11 Version 7-1-26
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 and agrees 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 also acknowledges and 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 indemnify, defend (with counsel acceptable to the City) and hold harmless the City Indemnitees 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.

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 Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 11 M5 Svcs LLC 12 Version 7-1-26
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 covenant shall be held to vary the provisions hereof. Any modification of this Agreement shall be effective only by written execution signed by both the City and Provider.

26. PREVAILING WAGES:

Provider acknowledges the requirements of, and agrees to comply with, 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 indemnify, defend (with counsel acceptable to the City) and hold harmless the City Indemnitees from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

27. DEPARTMENT OF INDUSTRIAL RELATIONS COMPLIANCE AND
PREVAILING WAGE REQUIREMENTS ON PUBLIC WORKS PROJECTS:
a. For purposes of Sections 27 through 29 of this Agreement, the terms “claim”, “contractor”, “public works project” and “subcontractor” shall have the same meanings 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 certain bids pursuant to Labor code Section 1771.1(a)). Registration instructions Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 12 M5 Svcs LLC 13 Version 7-1-26
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 post all job site notices as prescribed by State law. (See 8 Cal. Code Regs, § 16451(d).)

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

28. 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.

29. PUBLIC CONTRACT CODE SECTION 9204 SUMMARY:
a. Notwithstanding anything else to the contrary stated in the Information For Bidders (IFB) or other documents 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 Section 9204 and this section. The following provisions and procedures shall apply:

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 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 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).

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.

Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 13 M5 Svcs LLC 14 Version 7-1-26

e. Within 10 business days following the informal meet and confer conference, the City shall submit to Contractor a written 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.

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.

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 Agreement, 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.

31. MULCH PROCUREMENT REQUIREMENTS

Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 14 M5 Svcs LLC 15 Version 7-1-26
Providers of landscaping maintenance, renovation, and construction shall:
a. Use compost and SB 1383 eligible mulch, as practicable, produced from recovered organic waste, for all landscaping renovations, construction, or maintenance performed for the City, whenever available, and capable of meeting quality standards and criteria specified. SB 1383 eligible mulch used for land application shall comply with 14 CCR, Division 7, Chapter 12, Article 12 and must meet or exceed the physical contamination, maximum metal concentration and pathogen density standards specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).
b. Maintain the following records for compost and SB 1383 eligible mulch and submit to the City upon request:
(1) General description of how and where the product was used and applied; (2) Source of product, including name, physical location, and contact information for each entity, operation, or facility from whom the compost and/or SB 1383 eligible mulch were procured;
(3) Type of product
(4) Quantity of each product; and,
Invoice or other record demonstrating purchase or procurement.]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 15 M5 Svcs LLC 16 Version 7-1-26
IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

M5 Services LLC, , CITY OF ALAMEDA
a California corporation LLC, a municipal corporation
Chase Barkdull Gerry Beaudin
President City Manager

RECOMMENDED FOR APPROVAL
Abigail Thorne-Lyman
Director,
Base Reuse and Economic Development
APPROVED AS TO FORM:

City Attorney
Len Aslanian

Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 Acting City Attorney
16 Exhibit A

M5 Svcs LLC 17 Version 7-1-26

Scope of Work

Building Engineer:

1. Property inspections of assigned building and grounds (priority will be communicated by Property Management Team)
• Provide written summaries and inspection findings on a recurring basis. • Report on Safety/general conditions noted

2. Provide recommendations for maintenance, repairs and capital projects • Submit informal recommendations to PM for scope of vendor-performed repairs and maintenance, including pictures and narrative descriptions. • Assist Property Management team, as needed, to comply with City’s procurement policies with scope writing, bid collection and assessment, contractor selection, and competitive Request for Proposals package preparation.

3. Fire Life Safety management (exercise equipment)

4. Roof Inspections (Visual Only)
• Access roofs where safe and permitted, using existing ladders, hatches, or stairs — no climbing or harness work.
• Document general roof condition: visible membrane damage, standing water, debris, unsecured hatches, missing drainage components or other obvious hazards. Conduct minor routine roof cleaning as directed. • Take overhead photos of equipment or concerns to support long-term planning.

5. Utility monitoring
• Reviewing monitoring results- engineer

6. Develop and maintain an equipment list for assigned buildings (rooftop units, boilers, water heaters, fire panels, etc.).
• Document make, model, serial number, and visible nameplate data — no removal of access panels. Estimate equipment age and remaining useful life.
• Visually inspect, track, and report on equipment condition to Property Management team.
• Assist Property Management with creating capital replacement plans and future preventive maintenance schedules.

Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 17 Exhibit A

M5 Svcs LLC 18 Version 7-1-26
• Vendor support & monitoring; report if vendors arrive late, fail to complete work to a satisfactory standard, or leave unsafe conditions.

Maintenance Tech Support:

1. Utility monitoring – reading meters

2. Board broken windows – ground floor only

3. Secure building access

4. Paint over graffiti

5. Remove discarded items from around the base

6. Repair cut fences
Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 18 Exhibit B

M5 Svcs LLC 15 Version 7-1-26
Exhibit B
Fee Schedule Fiscal Year 2026–2027*
Maintenance Services – 5 Days per Week (Monday–Friday)
Position: General Laborer
Hourly Rate: $107.00
Hours per Year: 2080.00
Total Annual Cost: $222,560.00
Building Engineer Services– 3 Days per Week (M, W, F)
Position: Traveling Union Lead Engineer
Average Hourly Rate**: $167.86
Hours per Year: 1348.8
Total Annual Cost: $226,412.00
Vehicle Cost (Two Vehicles)
Initial Setup Cost: $10,000.00
Monthly Cost: $3,100.00
Total Annual Cost: $47,200.00
Totals
Annual Total Cost: $496,172.00
Contingency: $12,410.00
Total FY26-27 Not to Exceed: $504,197.00

* Calculations assume 12 months. Total compensation due will be determined by the effective date of the agreement. Totals rounded to the nearest dollar. ** The Traveling Union Lead Engineer Collective Bargaining Agreement has a September 1 pay increase. The average hourly rate for each fiscal year is derived from the annual total compensation due under both rates.

Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 19 Exhibit B

M5 Svcs LLC 16 Version 7-1-26

Fee Schedule – Fiscal Year 2027–2028*
Maintenance Services – 5 Days per Week (Monday–Friday)
Position: General Laborer
Hourly Rate: $113.42
Hours per Year: 2080.00
Total Annual Cost: $236,821.00
Building Engineer Services– 3 Days per Week (M, W, F)
Position: Traveling Union Lead Engineer
Average Hourly Rate**: $176.80
Hours per Year: 1348.8
Total Annual Cost: $238,461.00
Vehicle Cost (Two Vehicles)
Monthly Cost: $3,483.00
Total Annual Cost: $41,798.00
Totals
Annual Total Cost: $517,080.00
Contingency: $7,364.00
Total FY27-28 Not to Exceed: $524,444.00

*Totals rounded to the nearest dollar
** The Traveling Union Lead Engineer Collective Bargaining Agreement has a September 1 pay increase. The average hourly rate for each fiscal year is derived from the annual total compensation due under both rates.

Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 20 Exhibit B
M5 Svcs LLC 17 Version 7-1-26
Fee Schedule – Fiscal Year 2028–2029*
Maintenance Services – 5 Days per Week (Monday–Friday)
Position: General Laborer
Hourly Rate: $120.23
Hours per Year: 2080.00
Total Annual Cost: $251,041.00
Building Engineer Services– 3 Days per Week (M, W, F)
Position: Traveling Union Lead Engineer
Average Hourly Rate**: $183.41
Hours per Year: 1348.8
Total Annual Cost: $247,385.00
Vehicle Cost (Two Vehicles)
Monthly Cost: $3,483.00
Total Annual Cost: $41,798.00
Totals
Annual Total Cost: $540,244.00
Contingency: $12,117.00
Total FY28-27 Not to Exceed: $552,341.00
Total Three-Year Not to Exceed: $1,580,982.00
*Totals rounded to the nearest dollar
** The Traveling Union Lead Engineer Collective Bargaining Agreement has a September 1 pay increase. The average hourly rate for each fiscal year is derived the annual total compensation due under both rates.

Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 21 Exhibit B
M5 Svcs LLC 18 Version 7-1-26
First Renewal Fee Schedule – Fiscal Year 2029-2030*
Maintenance Services – 5 Days per Week (Monday–Friday)
Position: General Laborer
Hourly Rate**: $127.93
Hours per Year: 2080.00
Total Annual Cost: $266,103.00
Building Engineer Services– 3 Days per Week (M, W, F)
Position: Traveling Union Lead Engineer
Average Hourly Rate**: $194.42
Hours per Year: 1348.8
Total Annual Cost: $262,228.00
Vehicle Cost (Two Vehicles)
Monthly Cost: $3,483.00
Total Annual Cost: $41,800.00
Totals
Annual Total Cost: $570,132.00
Contingency: $20,431.00
Total FY28-27 Not to Exceed: $590,563.00
*Totals rounded to the nearest dollar
** Hourly Rate is an estimate assuming a 6% increase in total annual cost over the prior year. Actual hourly rates will be set by (1) the higher of DIR’s increase for General Laborer or 4%, and (2) the Local 39 Collective Bargaining Agreement.

Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 22 Exhibit B
M5 Svcs LLC 19 Version 7-1-26
Second Renewal Fee Schedule – Fiscal Year 2030–2031*
Maintenance Services – 5 Days per Week (Monday–Friday)
Position: General Laborer
Hourly Rate: $135.61
Hours per Year: 2080.00
Total Annual Cost: $282,070.00
Building Engineer Services– 3 Days per Week (M, W, F)
Position: Traveling Union Lead Engineer
Average Hourly Rate**: $206.08
Hours per Year: 1348.8
Total Annual Cost: $277,962.00
Vehicle Cost (Two Vehicles)
Monthly Cost: $3,483.00
Total Annual Cost: $41,800.00
Totals
Annual Total Cost: $601,832.00
Contingency: $20,431.00
Total FY28-27 Not to Exceed: $622,263.00
Total Five-Year Not to Exceed: $2,793,808.00
*Totals rounded to the nearest dollar
** Hourly Rate is an estimate assuming a 6% increase in total annual cost over the prior year. Actual hourly rates will be set by (1) the higher of DIR’s increase for General Laborer or 4%, and (2) the Local 39 Collective Bargaining Agreement.

Docusign Envelope ID: 956C9540-26BB-84F9-81DB-02EC1B2479EB Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 23 ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

PRODUCER CONTACT
NAME:

FAXPHONE
(A/C, No):(A/C, No, Ext):

E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND 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-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER: $

COMBINED SINGLE LIMIT
$(Ea accident)
ANY AUTO BODILY INJURY (Per person) $

OWNED SCHEDULED
BODILY INJURY (Per accident) $AUTOS ONLY AUTOS

HIRED NON-OWNED PROPERTY DAMAGE
$AUTOS ONLY AUTOS ONLY (Per accident)
$

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $

PER OTH-

STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE 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 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.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
7/16/2026
(406) 238-1900 (406) 245-9887
16691
M5 Services, LLC
7020 Koll Center Parkway, Ste 116
Pleasanton, CA 94566
33723
29424
25674
A 1,000,000
X
X GLP 3392169-08 5/15/2026 5/15/2027 500,000
10,000
1,000,000
2,000,000
2,000,000
EMPL BEN AGGREG 1,000,000
1,000,000A
X X CAP 3392168 08 5/15/2026 5/15/2027
10,000,000A
TUE 3413970 06 5/15/2026 5/15/2027 10,000,000
B
X WC 3392170 08 5/15/2026 5/15/2027 1,000,000
1,000,000
1,000,000
C Commercial Excess Li 41CEUAA8248 5/15/2026 $7M po $15M x $10M 7,000,000 D Commercial Excess Li ZUP-31P05360-26-NF 5/15/2026 5/15/2027 $8M po $15M X $10M 8,000,000 Contractors Pollution Liability Plus - Policy #CPLUS4245835; effective 5/15/26 to 5/15/27 with Colony Insurance Company - Each Pollution Condition Limit = $1,000,000 Policy Aggregate Limit = $2,000,000;
General Liability Additional Insured per Form CG8470 and Waiver of Subrogation per form CG2453 Auto Liability Additional Insured per form CA8376 and CA0449, Waiver of Subrogation per form CA0444 Workers Compensation Waiver of Subrogation per Form WC040306 City of Alameda
2263 Santa Clara Ave
Alameda, CA 94501
METCTII-01 KCASTRO
Billings Office
Marsh McLennan Agency LLC
P.O. Box 30638
Billings, MT 59107-0638
Great American Insurance Company
Great American Spirit Insurance Company
Hartford Casualty Insurance Company
Travelers Property Casualty Co of Amer
X
5/15/2027
X
X
X XX
X
X
X
Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 8/18/2026
24 Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 25 CG 8 4 7 0 (Ed. 0 5 / 1 4) (Page 1 o f 2)
CG 8 4 7 0 (Ed. 0 5 14)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AUTOMATIC ADDITIONAL INSURED - WHEN REQUIRED IN CONTRACT

OR AGREEMENT WITH YOU
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. SECTION II. - WHO IS AN INSURED , 2. is
amended t o include as an insured any person
o r organization w ho you are required t o add
as an additional insured on this Policy under:

1. a written contract o r agreement; o r

2. an oral agreement o r contract where a
certificate o f insurance showing that p e r -
son o r organization as an additional i n -
sured has been issued;
but the written o r oral contract o r agreement
must be:
a. currently in e f f e c t o r becoming e f -
fective during the term o f this Policy;
and
b. executed prio r t o the "bodily injury,"
"pr operty damage," o r "personal and
advertising injury."
However:
1 ) the insurance af f or de d t o such
additional insured only applies t o
the extent permitted by law; and
2) i f coverage provided t o the A d -
ditional Insured is required by a
contract o r agreement, the i nsu r-
ance af f or de d t o such additional
insured will not be broader than
that which you are required by
the contract o r agreement t o
provide f o r such additional i n -
sured.

B. The insurance provided t o the Additional I n -
sured person o r organization applies only t o
"bodily injury," "pr operty damage" o r "personal
o r advertising injury" covered under SECTION
I - COVERAGE A - Bodily Injury and Pro p -
erty Damage and SECTION I - COVERAGE B
- Personal and Advertising Injury , but only
with respect t o liability f o r "bodily injury,"
"pr operty damage" o r "personal and advertis-
ing injury" caused, in whole o r in part, by:

1. your acts o r omissions; o r

2. the acts o r omissions o f those acting on
your behalf; and resulting directly from:
a. your ongoing operations perf orm ed
f o r the Additional Insured, which is the
subject o f the written o r oral contract
o r agreement; o r
b. "your wo r k " completed as included in
the "products- com pleted operations
hazard," pe rfo rm ed f o r the Additional
Insured, which is the subject o f the
written o r oral contract o r agreement.

C. However, regardless o f the provisions o f
paragraph A. and B. above:

1. W e will not extend any insurance c o v -
erage t o any additional insured person o r
organization:
a. that is not provided t o you in this c o v -
erage part; o r
b. that is any broader coverage than you
are required t o provide t o the A d d i -
tional Insured person o r organization in
the written o r oral contract o r agr ee -
ment; and
Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 26 CG 8 4 7 0 (Ed. 0 5 / 1 4) (Page 2 o f 2)

2. With respect t o the insurance a ff or d ed t o
these Additional Insured, the foll owing is
added t o SECTION III - LIMITS OF I N -
SURANCE :

If coverage provided t o the Additional I n -
sured is required by a contract o r agr ee -
ment, the most w e will pay on behalf o f
the Additional Insured is the amount o f
insurance:
a. required by the contract o r agreement;
o r
b. available under the applicable Limits o f
Insurance shown in the Declarations;
whichever is less.

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

D. The insurance provided t o the Additional I n -
sured person o r organization does not apply
t o "bodily injury," "property damage," o r " p e r -
sonal and advertising injury" arising out o f the
rendering o r failure t o render any p r o f e s -
sional architectural, engineering o r surveying
services, including:

1. the preparing, approving o r failing t o p r e -
pare o r approve maps, shop drawings,
opinions, reports, surveys, field orders,
change orders o r drawings o r s peci f i ca-
tions; and

2. supervisory, inspection, architectural o r
engineering services.

E. The Additional Insured must see t o it that:

1. w e are notified as soon as practicable o f
an "occurrence" o r o ffe n se that may result
in a claim;

2. w e receive written notice o f a claim o r
"suit" as soon as practicable; and

3. a request f o r defense and indemnity o f
the claim o r "suit" will promptly be brought
against any policy issued by another i n -
surer under which the Additional Insured
may be an insured in any capacity. This
provision does not apply t o insurance on
which the Additional Insured is a named
insured, i f the written o r oral contract o r
agreement requires that this coverage be
primary and non-contributory.

F. For the coverage provided by this endo r s e-
ment:

1. The foll ow ing paragraph is added t o par a -
graph 4.a. o f the Other Insurance C o n -
dition o f SECTION IV - COMMERCIAL
GENERAL LIABILITY CONDITIONS : This
insurance is primary insurance as respects
our coverage t o the Additional Insured
person o r organization, where the written
contract o r agreement requires that this
insurance be primary and no n - c o n t r i b u-
tory. In that event, w e will not seek c o n -
tribution f r o m any other insurance policy
available t o the Additional Insured on
which the Additional Insured person o r
organization is a named insured.

2. The foll ow ing paragraph is added t o par a -
graph 4.b. o f the Other Insurance C o n -
dition o f SECTION IV - COMMERCIAL
GENERAL LIABILITY CONDITIONS :

This insurance is excess over:

Any o f the other insurance, whether p r i -
mary, excess, contingent o r on any other
basis, available t o an additional insured, in
which the Additional Insured on our policy
is also covered as an additional insured by
attachment o f an endorsement t o another
policy providing coverage f o r the same
"occurrence," claim o r "suit." This provision
does not apply t o any policy in which the
Additional Insured is a named insured on
such other policy and where our policy is
required by written contract o r agreement,
executed prio r t o the date o f loss, s p e -
cifically requires that this insurance p r o -
vide coverage t o the Additional Insured on
a primary o r non-contri butory basis.

G. This endorsement does not apply t o an ad di-
tional insured which has been added t o this
Policy by an endorsement showing the A d d i -
tional Insured in a Schedule o f additional i n -
sureds, and which endorsement applies s p e -
cifically t o that identified additional insured.

This endorsement does not change any other provision o f the Policy.

Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 27 CA 83 76 (Ed. 10/13)
CA 83 76 (Ed. 10/13)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

AUTO DEALERS COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
A. Who Is an Insured (SECTION II - LIABILITY
COVERAGE , paragraph A.1.) is amended t o i n -
clude as an insured any person o r organization
(called additional Insured) with respect t o the
operation, maintenance, o r use o f a covered
"auto" w ho m you are required t o add as an
additional Insured on this Policy under:

1. a written contract o r agreement, or;

2. an oral contract o r agreement where a
certificate o f insurance showing that p e r -
son o r organization as an additional I n -
sured has been issued;
but the written o r oral contract must be:
a. currently in e f f e c t o r becoming effec ti ve
during the term o f this Policy; and
b. executed prio r t o the date o f "loss."
B. If the additional Insured is a lessor o f a
"leased auto";

1. Coverage
a. Any "leased auto" designated o r d e -
scribed in the Schedule will be c o ns i d -
ered a covered "auto" you o w n and
not a covered "auto" you hire o r b o r -
row.

For a covered "auto" that is a "leased
auto" W h o Is An Insured is changed t o
include as an "Insured" the lessor.
b. The coverages provided under this e n -
dorsement apply t o any "leased auto"
described in the Schedule until the e x -
piration date shown in the Schedule, o r
when the lessor o r his o r her agent
takes possession o f the "leased auto,"
whichever occurs first.

2. Loss Payable Clause
a. W e will pay, as interest may appear,
you and the lessor f o r "loss" t o a
"leased auto."
b. The insurance covers the interest o f
the lessor unless the "loss" results
f r o m fraudulent acts o r omissions on
your part.
c. If w e make any payment t o the lessor,
w e will obtain his o r her rights against
any other party.

3. Cancellation
a. If w e cancel the Policy, w e will mail
notice t o the lessor in accordance with
the Cancellation Common Policy C o n -
dition.
b. If you cancel the Policy, w e will mail
notice t o the lessor.
c. Cancellation ends this agreement.

4. The lessor is not liable f o r payment o f
your premiums.

5. Additional Definition
As used in this endorsement:
"Leased auto" means an "auto" leased o r
rented t o you including any substitute, r e -
placement o r extra "auto" needed t o meet
seasonal o r other needs, under a leasing
o r rental agreement that requires you t o
provide direct primary insurance f o r the
lessor.

Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 28 COMMERCIAL AUTO
CA 04 49 11 16

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY –

OTHER INSURANCE CONDITION

This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

A. The following is added to the Other Insurance
Condition in the Business Auto Coverage Form
and the Other Insurance – Primary And Excess
Insurance Provisions in the Motor Carrier
Coverage Form and supersedes any provision to
the contrary:

This Coverage Form's Covered Autos Liability
Coverage is primary to and will not seek
contribution from any other insurance available to
an "insured" under your policy provided that:

1. Such "insured" is a Named Insured under such
other insurance; and

2. You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution from
any other insurance available to such
"insured".

B. The following is added to the Other Insurance
Condition in the Auto Dealers Coverage Form and
supersedes any provision to the contrary:

This Coverage Form's Covered Autos Liability
Coverage and General Liability Coverages are
primary to and will not seek contribution from any
other insurance available to an "insured" under
your policy provided that:

1. Such "insured" is a Named Insured under such
other insurance; and

2. You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution from
any other insurance available to such
"insured".

Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 29 Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 30 Docusign Envelope ID: 7E240CD6-2413-88F3-8235-FCE0A858CA66 31

Alameda City CouncilSeptember 15, 2026

Alameda City Council
September 15, 2026