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2010-09-07 4-D ContractTHIS AGREEMENT, entered into this 30th day of August, 2010, by and between CITY OF ALAMEDA, a municipal corporation (hereinafter referred to as "City and GSE CONSTRUCTION COMPANY, INC., a California corporation whose address is 6950 PRESTON AVENUE, LIVERMORE, CALIFORNIA 94551, hereinafter called the Contractor, in reference to the following: RECITALS: A. City is amunicipal 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. City and Contractor desire to enter into an agreement for Northside Pump Station Upgrades, in accordance with Specifications, Special Provisions and Plans, adopted therefor, No. P. w. 02- 10 -06, filed in the office of the City Clerk on July 20, 2010. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The Contractor shall begin work within five (5) working days after receiving notice from the Engineer to commence the work, and shall diligently prosecute the work to completion of the Northside Pump Station Upgrades before the expiration of one hundred eighty (180) working days. This contract may be mutually amended on a year -by -year basis, for up to four (4) additional years, based on satisfactory performance of all aspects of this contract. The Public works Director may submit written notice that the contract is to be extended at the same terms and costs as the existing contract, except as provided herein. The unit prices for any contract amendment(s) to this agreement shall be adjusted by the Construction Cost Index for the San Francisco Bay Area reported in the Engineering News Record for the trades associated with the work from the date of the original bid opening to the estimated date of the proposed amendment(s). Contractor agrees, at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all work strictly in accordance with 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. GSE Construction Co., Inc. Page: I No. P.W. 02 -10 -06 Northside Pump Station Upg G :WUBW0RKSICIPIN0RTHSIDE PUMMSE CONSTRUCTIONICONTRACTOR AGREEMENT.DOT Contractor shall perform each requested task set forth in the Bidder's Proposal detailed in Exhibit "A as directed by the City, which is attached hereto and incorporated herein by this reference. The Contractor acknowledges that the work plan included in Exhibit "A" is tentative and does not commit the City to perform all tasks included therein. 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 said City, to be taken from the Urban Runoff fund. 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 90% of the value of the work completed as -determined by the City. The City shall retain 10% 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 under this contract shall not exceed $1,088,382.00, which includes a twenty percent (20 contingency ($181,397.00). Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City. Prompt Payment Of withheld Funds To Subcontractors: The City shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the agency 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 10 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the agency. Any delay or postponement of payment may take place only for good cause and with the agency's prior written approval. Any violation of these provisions shall subject the violating prime contractor to the penalties, sanctions, and other remedies specified in Section 7105.5 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 late payment, or nonpayment by the contractor, or deficient subcontractor's performance, or noncompliance by a subcontractor. This clause applies to both DBE and non -DBE subcontractors. 4. TIME IS OF THE ESSENCE: Contractor and City agree that time is of the essence regarding the performance. of this Agreement. GSE Construction Co., Inc. Page: 2 No. P.W. 02 -10 -06 Nortliside Pump station Upgrades GVUBWORKSTIP1NORTHSIDE PUMMSE CONSTRUCTIONTONTRACTOR AGREEMENT.DOT It is agreed by the parties to the Agreement that in case 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 that 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 the Contractor will pay to the City the sun of FIVE HUNDRED DOLLARS ($500) per day for each and every day's delay beyond the time prescribed to complete the work; and the 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 the 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 it decides to extend the time limit for the completion of the Agreement, it shall further have the right to charge the Contractor, his or her heirs, assigns, or sureties, and to deduct 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. The 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 subcontractors due to such causes; provided that the 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 and the extent of the delay, and its findings of the facts thereon shall be final and conclusive. 5. STANDARD of CARE Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES City and Contractor intend that the relationship between them created by this Agreement is that of employer- independent contractor. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Contractor's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Contractor, 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 fees due Contractor. Payments of the above items, if required, are the responsibility of Contractor. GSE Construction Co., 111C. Page: 3 No. P.W. 02 -10-06 Nort aside Pump station Upgrades GAPURWORKSTW\NORTH5mF PUMP\CSF CON STRUCI'IONXONTRACTOR AGREEMENT,DOT 7. IMMIGRATION REFORM AND CONTROL ACT INCA Contractor 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. Contractor shall indemnify and hold 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 City's policy that harassment and discrimination are unacceptable employer /employee conduct, Contractor agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Contractor or Contractor's employee on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Contractor agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. SCOLD HARMLESS Contractor shall indemnify, defend, and hold harmless City, its City Council, boards, commissions, officials, and employees ("Indemnitees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ("Claims arising from or in any manner connected to Contractor's negligent act or omission, whether alleged or actual, regarding performance of services or work conducted or performed pursuant to this Agreement. If Claims are filed against Indemnitees which allege negligence on behalf of the Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence is not found on the part of Contractor. However, Contractor shall not be obligated to indemnify Indemnitees from Claims arising from the sole or active negligence or willful misconduct of Indemnitees. 10. INSURANCE On or before the commencement of the terms of this .Agreement, Contractor shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs IOA, B, C and D. Such certificates, which do not limit Contractor'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 (3 0) days' advance written notice to the City of Alameda by certified mail, "Attention: Risk Manager." It is agreed that 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 that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. GSE Construction Co., Inc. Page: 4 No. P.W. 02 -10 -06 Northside Pump Station Upgrades GAPUBWORKMIMORTHSIDE PUIv MSE CoNSTRUMOMCQNTRAC OR AGREEMENT.DOT (2) Liabili 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 aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: Property Damage: or Combined Single Limit: (4) Pollution Prevention: $2,000,000 each occurrence $2,000,000 each occurrence $2 each occurrence Legal liability required for hazardous materials excavation in the amount of 2,000,000 each occurrence. 6 In the amount of the total amount payable in the terms of this agreement. Builder's Risk: B. SUBROGATION WAIVER.: Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to C on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Contractor's name or as an agent of the Contractor and shall be compensated by the Contractor 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. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, and employees 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 anything toward any loss or expense covered by the insurance provided by this policy. G5E Construction Co., Inc Page S No. P.W. 02.10 -06 Northside Pump station Upgrades GAPUBWORKSTIP`�NORTHSIDE PUMP\GSE C ONSTRUCI'IONTONTRACTOR AGREEMENT.DOT E. SUFFICIENCY OF INSURANCE: Contractor shall furnish the following bonds from a bonding company acceptable to the City Attorney. Faithful Performance Bond and Labor and Material Bond are only required for work over $25,000. Therefore, those estimates that are under $25,000 will not need to budget for the bond premiums and those estimates over $25,000 will need to be sure to budget for the bond premiums. The insurance limits required by 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. 11. BONDS Contractor shall furnish the following bonds from a bonding company acceptable to the City Attorney: 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. 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 City. 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 by Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. written notice of such assignment shall be promptly furnished to 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 joint 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 corporation. 13. SUBCON'T'RACTOR APPROVAL Unless prior written consent from 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 City, be issued in the form of a work order. GSE Construction Co., Inc. Page: 6 No. P.W. 02 -10 -06 Northside Pump Station Upgrades GAPUHWORKSTIMNORTHSIDE PUMMSE CONSTRUCrIONTONTRACTOR AGREEMENT.DOT 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 subject to each provision of this Agreement. 14. PERMIT'S 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 hereunder. 15. REPORTS Each and every report, draft, work product, reap, 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 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 City. Contractor shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. 16. RECORDS: Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. 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 and records to the representatives of City or its designees at all proper times, and gives 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 j years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by 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 contract or failure to act in good faith, then Contractor shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. GSE Construction Co., 111c. Page: 7 No. P.W. 02 -10 -06 Nortliside Pump Station Upgrades G :TUBWORKS%CIP1NORTH5IDE PUMPtGSE CONSTRUC ['IONICONTRACTOR AGREEMENT. DOT 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 City shall be addressed to City at: City of Alameda Public Works Department 950 West Mall Square, Room 110 Alameda, CA 94501 Attention: Robert Claire Ph: (510) 749 -5840 /Fax: (510) 749 -5867 All notices, demands, requests, or approvals from City to Contractor shall be addressed to Contractor at: GSE Construction Company, Inc. 6950 Preston Avenue Livermore, CA 94551 Attention: Orlando Gutierrez Ph: (925) 447 -0292 /Fax: (925) 447 -0962 18. I RUNOFF MANAGEMENT The Contractor shall avoid creating excess dust when breaking asphalt or concrete and during excavation and grading. If water is used for dust control, contractor shall use as little as necessary. Contractor shall take all steps necessary to keep wash water out of the streets, gutters and storm drains. The 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), in 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 shall 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. GSE Construction Co., Inc. Page: 8 No. P.W. 02 -10-46 Northside Pump Station Upgrades G.TUBWORICSTIMNORTHSIDE PUMP,GSE CONSTRUMONMCONTRACTOR AGREEMENT.DOT 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 13355. 19. LOMPLIANCE WITH THE CITY'S INTEGRATED PEST MANAGEME NT POLICY: The 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 No. R2 -2009 -0074, issued by the California Regional water Quality Control Board. Contractor shall follow the City's IPM Policy and utilize generally accepted IPM Best Management Practices (BMPs) to the maximum extent practicable for the control or management of pests in and around City buildings and facilities, parks and golf courses, urban landscape areas, rights-of-way, and other City properties. A copy of the City's IPM Policy may be obtained from the Department of Public works and is also on file with the City Clerk. Contractor shall provide a copy of any current IPM certifications (s) to the City's project manager prior to initiation of the service work. 20. 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 sub 6 ect to the Marsh Crust Ordinance. 21. SAFETY RE UIREMENT: All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlines by CAL -OSHA. The City reserves the right to issue restraints or cease and desist orders to Contractor when unsafe or harmful acts or conditions are observed or reported relative to the performance of the work under this Agreement. G5E Construction Co.. Inc. Page: 9 No. P.W. 02-10-06 Norths ide Pump Station Upgrades GAPUBWORKSkOKNORTHSI©E PUMPIGSE CONSTRUCTIONTONTRACTOR AGREEMENT.DOT Contractor shall maintain the work sites free of hazards to persons and/or property resulting from his or her operations. Any hazardous condition noted by Contractor, which is not a result of his or her operations. Any hazardous condition noted by Contractor, which is not a result of his or her operations, shall immediately be reported to the City. 22. EURCHASES OF MINED MATERIALS REQUIREMENT: Contractor shall ensure that all purchases of reined materials such as construction aggregate, sand and gravel, crushed stone, road base, fill materials, and any other mine Materials must originate from a surface raining 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 City which lists the intended suppliers for the above materials and demonstrates that the suppliers are in compliance with the SMAR.A requirements. The A133098 List is maintained by the Department of Conservation's Office of Mine Reclamation (OMB.) and can be viewed at: www.conservation.ca. (Yov /OMR/ab 3098 list /index.htm. Note that the list changes periodically and should be reviewed accordingly. 23. 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 shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Contractor from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Contractor written notice thereof. 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. 24. COMPLIANCES Contractor shall comply with all laws, state or federal and all ordinances, rules and regulations enacted or issued by City. 25. CONFLICT OF LAVA: This Agreement shall. be interpreted under, and enforced by the laws of the State of California excepting any choice of lave rules which may direct the application of laves of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California. GSE Construction Co., Inc. Page: 10 No. P.W. 02 -10 -06 .Northside Pump Station Upgrades GAPUBWORKMOMNORTHME PUNIMSE CONSTRUMONICONTRACTOR AGREEMENT.©OT 26. 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 City to do otherwise. 27. WAIVER A waiver by 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 charactcr. 28. INTEGRATED CONTRACT 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 will be effective only by written execution signed by both City and Contractor. 29. INSERTED PROVISIONS Each provision and clause required 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. 30. CAPTIONS: The captions in this Agreement are for convenience only, are not apart of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. G5E Construction Co., Inc. Page: I I No. P.W. 02 -I0 -06 Northside Pump station Upgrades GAPUB WORKSTIMNORTHSID E PUMPIGSE CON STRUCrIMCONTRACTOR AGREEMENT. DOT IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. GSE CONSTRUCTION CO., INC. A California Corporation CITY OF ALAMEDA A Municipal Corporation Orlando Gutierrez President Ann Marie Gallant Interim City Manager PC4 COMMENDED FOR APPROVAL Matthew T. Naclerio Public warps Director APPROVED AS TO FORM: City Attorney Laura Zagaroli Deputy City Attorney GSE Construction Co., IIIe. Page; 12 No. P.W. 02-1 0-06 Northside Pump Station Upgrades GAPUBWORi:STIPWORTHSIDE PUMMSE CONSTRUCrION.CONTRACTOR AGREEMENT.DOT POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS, LESSEES or CONTRACTORS FORM B This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Alameda Public works Department Alameda Point, Building l 950 west Mall Square, Room 110 Alameda, CA 94501 -7558 �If no entry appears above, information required to complete this endorse OW applicable to this endorsement.} WHO IS AN INSURED (Section II) .is amende 1. e d a Schedule but only with respect to lia aril o. p I l l s iii F:. R The C R nC addtia r n PRIMA t w IT IS UN D T %P A IN SURA E 1' D SS CD NTR.I WITH T SEVE RA-: NTH IT IS AG XG I F IrICE TI= SHALL A T L M m SURED TO EACH Decla shoe in su I .P.vy [ER ND GSE Construction Co., 1I1C. Page: 1 3 No. P.W. 02 -10 -46 Northside Pump Station Upgrades G:TUBWORKS\CIP\NORTHSIDE PUMP\GSE CONSTRUCTION ICONTRAC]"ORAGRIwi~MENT .DOT POLICY NUMBER.: COMMERCIAL AUTO CG 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organizations) who are "insureds" under the Who Is An Insured Provisions of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: Named Insured: Countersigned By: (Authorized Representative) SCHEDULE Name of Person or Organization: City of Alameda Public Works Department 950 West Mall Square, Room I 10 Alameda, CA 94501-7558 WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. The City of Alameda, its City Council, boards and commissions, officers employees are additional insured for work done on their behalf by the named insured. NOTICE OF CANCELLATION: IT IS UNDERSTOOD AND AGREED THAT IN THE EVENT OF CANCELLATION OF THE POLICY FOR ANY REASON OTHER THAN NON- PAYMENT OF PREMIUM, 30 DAYS WRITTEN NOTICE WILL BE SENT TO THE CERTIFICATE HOLDER BY MAIL. IN THE EVENT THE POLICY IS CANCELED FOR NON PAYMENT OF PREMIUM, 10 DAYS WRITTEN NOTICE WILL BE SENT TO THE ABOVE. CA 20 48 02 99 GSE Construction Co., Inc. Page: 14 Northside Pump Station Upgrades Page I of I No. P.W. 02 -10 -06 GAPUBWOPLKSTMNORTHSIDE PUMMSE CONSTRUCTIONTONTRACTOR AGREEMENT.DOT