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Home My WebLink AboutBaker Electric & Renewables LLC; 2023-07-25; PSA24-2244FACPSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 1 of 10 AGREEMENT FOR ANNUAL PHOTOVOLTAIC MAINTENANCE AND INSPECTION SERVICES BAKER ELECTRIC & RENEWABLES LLC THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2023, by and between the City of Carlsbad, California, a municipal corporation ("City") and Baker Electric & Renewables LLC, a California limited liability company ("Contractor"). RECITALS A. City requires the services of a consultant that is experienced in photovoltaic maintenance and inspection services. B. Contractor has the necessary experience in providing services and advice related to photovoltaic maintenance and inspection services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five (5) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fees payable for the Services to be performed during the Agreement term are not to exceed thirteen thousand, seventy-two dollars and forty cents ($13,072.40) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 25th July PSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 2 of 10 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 3 of 10 subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 9. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 10. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 12.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 4 of 10 12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 12.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 12.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 5 of 10 14. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 15. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 16. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 17. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Charles Balteria Name Dean Betzold Title Program Manager Title Project Manager Department Public Works Address 1298 Pacific Oaks Place City of Carlsbad Escondido, CA 92029 Address 405 Oak Ave. Phone No. 760-745-2001 Carlsbad, CA 92008 Email dbetzold@baker-electric.com Phone No. 760-802-7530 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. /// /// /// /// /// DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 6 of 10 18. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 7 of 10 decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 8 of 10 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. [signatures on following page] DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 9 of 10 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California BAKER ELECTRIC & RENEWABLES LLC, a California limited liability company By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Theodore N. Baker, Managing Member (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PSA24-2244FAC City Attorney Approved Version 5/25/2023 Page 10 of 10 EXHIBIT “A” SCOPE OF SERVICES Contractor to provide all materials, tools, and labor necessary to provide annual photovoltaic (PV) system preventative maintenance and inspection services on city owned PV systems at the following locations: Alga Norte Park located at 6565 Alicante Road, Carlsbad, California 92009; Pine Avenue Community Center located at 3209 Harding Street, Carlsbad, California 92008; Fire Station 2 located at 1906 Arenal Road, Carlsbad CA 92009 and Safety Training Center, located at 5750 Orion Way, Carlsbad, California 92010. Annual inspection to include: • Visual inspection of the solar facility’s general site conditions, PV arrays, electrical equipment, mounting structure, animal damage, corrosion, and discolored panels. • Inverter maintenance for each inverter per manufacturer’s recommendations. • DC string-level operating current test. • Infrared scans of installed AC/DC PV equipment, including Inverters, combiners, re-combiners, transformers, disconnects and net generation output meters. • Check calibration expiration on installed meteorological station sensors and meters, including: Pyranometers, anemometers, and temperature sensors. • Document details of maintenance work, such as condition observations, work performed, meter readings, thermal images, and system testing results in a written report. • Make recommendations as necessary for roof maintenance, repair or replacement of system components as needed. Proposed Cost of Services ITEM NO. UNIT QTY DESCRIPTION PRICE 1 LS 5 Alga Norte Park Annual Photovoltaic Maintenance and Inspection Services $5,342.80 2 LS 5 Pine Avenue Community Center Annual Photovoltaic Maintenance and Inspection Services $2,573.00 3 LS 5 Safety Training Center Annual Photovoltaic Maintenance and Inspection Services $3,220.80 4 LS 5 Fire Station 2 Annual Photovoltaic Maintenance and Inspection Services $1,935.80 Total $13,072.40 Payments to contractor are not to exceed thirteen thousand, seventy-two dollars and forty cents ($13,072.40) per each Agreement year of the Agreement. Note: Work will be performed during normal business hours. 7:00 a.m. and 3:30 p.m. Monday - Friday. Includes prevailing wage. Any repairs over $1000.00 will be done under separate contract. DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 3/1/2023 Marsh & McLennan Agency LLCMarsh & McLennan Ins. Agency LLCPO Box 85638San Diego CA 92186 800-321-4696 858-452-7530 constructioncerts@MarshMMA.com License#: 0H18131 Old Republic Insurance Company 24147 Lexington Insurance Company 19437Baker Electric & Renewables LLC1298 Pacific Oaks PlaceEscondido, CA 92029 Berkley Assurance Company 39462 Vantage Risk Assurance Company 32077 Columbia Casualty Company 31127 SiriusPoint Specialty Insurance Corp.16820 1830153020 A X 1,000,000 X 500,000 10,000 1,000,000 2,000,000 X Y Y MWZY31255423 3/1/2023 3/1/2024 2,000,000 A 1,000,000 X Y Y MWTB31255323 3/1/2023 3/1/2024 BDEF X X 25,000,000Y016123226P03XC00000313407036661456TSX00010422 3/1/20233/1/20233/1/20233/1/2023 Y 3/1/20243/1/20243/1/20243/1/2024 25,000,000 X 10,000 A X N Y MWC31255523 3/1/2023 3/1/2024 1,000,000 1,000,000 1,000,000 C PROFESSIONALPOLLUTION LIABILITY PCADB50215290323 3/1/2023 3/1/2024 EACH CLAIMAGGREGATE $5,000,000$5,000,000 *** Excess Layers ***B - Layer 1 - $5,000,000 - Lexington Insurance Company - 016123226 - 3/1/23 to 3/1/24D - Layer 2 - $5,000,000 - Vantage Risk Assurance Company - P03XC0000031340 - 3/1/23 to 3/1/24E - Layer 3 - $5,000,000 - Columbia Casualty Company - 7036661456 - 3/1/23 to 3/1/24F - Layer 4 - $5,000,000 - SiriusPoint Specialty Insurance Corp. - TSX00010422 - 3/1/23 to 3/1/24G - Layer 5 - $5,000,000 - RSUI Indemnity Company - NHA101116 - 3/1/23 to 3/1/24Total Limit $25,000,000**********************************See Attached... City of Carlsbad/CMWDc/o EXIGIS INSURANCE COMPLIANCE SERVICES1635 Faraday Ave PO BOX 947Murrieta CA 92564-0000 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: 1 1 Marsh & McLennan Agency LLC Baker Electric & Renewables LLC1298 Pacific Oaks PlaceEscondido, CA 92029 25 CERTIFICATE OF LIABILITY INSURANCE Re: All Projects. City of Carlsbad is included as Additional Insured, waiver of subrogation applies. Umbrella/Excess Liability follow form applies. DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 I 32/,&<180%(5&200(5&,$/*(1(5$//,$%,/,7< &* 7+,6(1'256(0(17&+$1*(67+(32/,&<3/($6(5($',7&$5()8//< &*,QVXUDQFH6HUYLFHV2IILFH,QF 3DJH RI $'',7,21$/,1685('± 2:1(56/(66((625 &2175$&7256± &203/(7('23(5$7,216 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ &200(5&,$/*(1(5$//,$%,/,7<&29(5$*(3$57352'8&76&203/(7('23(5$7,216/,$%,/,7<&29(5$*(3$57 6&+('8/( 1DPH 2I$GGLWLRQDO,QVXUHG3HUVRQV 2U2UJDQL]DWLRQV /RFDWLRQ$QG'HVFULSWLRQ2I&RPSOHWHG2SHUDWLRQV ,QIRUPDWLRQUHTXLUHGWRFRPSOHWHWKLV6FKHGXOHLIQRWVKRZQDERYHZLOOEHVKRZQLQWKH'HFODUDWLRQV $ 6HFWLRQ,,±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± /LPLWV2I,QVXUDQFH ,I FRYHUDJH SURYLGHG WR WKH DGGLWLRQDO LQVXUHG LV UHTXLUHGE\DFRQWUDFWRUDJUHHPHQWWKHPRVWZHZLOOSD\RQEHKDOIRIWKHDGGLWLRQDOLQVXUHGLVWKH DPRXQWRILQVXUDQFH 5HTXLUHGE\WKHFRQWUDFWRUDJUHHPHQWRU $YDLODEOH XQGHU WKH DSSOLFDEOH OLPLWV RI LQVXUDQFH ZKLFKHYHULVOHVV 7KLV HQGRUVHPHQW VKDOO QRW LQFUHDVH WKHDSSOLFDEOHOLPLWVRILQVXUDQFH All completed operationsAll persons or organizations when required by written contract or agreement INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric&Renewables LLC 03/01/2023MWZY31255423 03/01/2024 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PIL 029 10 10 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS This endorsement modifies the notice of cancellation of insurance provided hereunder by adding the following: A.In the event this policy is cancelled for any permissible reason, other than for nonpayment of premium, we shall endeavor to provide advance written notice of cancellation to certificate holders set out in the schedule on file with the Company, after notifying the first Named Insured of such cancellation. Notice of cancellation to certificate holders may be made by any commercially reasonable means, including mail, electronic mail, facsimile transmission or courier service. B.This advance written notification of a cancellation of coverage is intended as a courtesy only. Our failure to provide such advance written notification will not extend the policy cancellation date, nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. MWZY 312554 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric &Renewables LLC 03/01/202403/01/2023MWZY31255423 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 &200(5&,$/*(1(5$//,$%,/,7< &* 7+,6(1'256(0(17&+$1*(67+(32/,&<3/($6(5($',7&$5()8//< &*,QVXUDQFH6HUYLFHV2IILFH,QF3DJHRI :$,9(52)75$16)(52)5,*+762)5(&29(5<$*$,16727+(567286:$,9(52)68%52*$7,21±$8720$7,& 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ &200(5&,$/*(1(5$//,$%,/,7<&29(5$*(3$57 (/(&7521,&'$7$/,$%,/,7<&29(5$*(3$57 /,4825/,$%,/,7<&29(5$*(3$57 32//87,21/,$%,/,7<&29(5$*(3$57'(6,*1$7('6,7(6 32//87,21/,$%,/,7</,0,7('&29(5$*(3$57'(6,*1$7('6,7(6 352'8&76&203/(7('23(5$7,216/,$%,/,7<&29(5$*(3$57 5$,/52$'3527(&7,9(/,$%,/,7<&29(5$*(3$57 81'(5*5281'6725$*(7$1.32/,&<'(6,*1$7('7$1.6 7KHIROORZLQJLVDGGHGWR3DUDJUDSK7UDQVIHU2I 5LJKWV 2I 5HFRYHU\ $JDLQVW 2WKHUV 7R 8VRI 6HFWLRQ,9±&RQGLWLRQV :HZDLYHDQ\ULJKWRIUHFRYHU\DJDLQVWDQ\SHUVRQRU RUJDQL]DWLRQ EHFDXVH RI DQ\ SD\PHQW ZH PDNH XQGHUWKLV&RYHUDJH3DUWWRZKRPWKHLQVXUHGKDV ZDLYHG LWV ULJKW RI UHFRYHU\ LQ D ZULWWHQ FRQWUDFW RU DJUHHPHQW 6XFK ZDLYHU E\ XV DSSOLHV RQO\ WR WKH H[WHQWWKDWWKHLQVXUHGKDVZDLYHGLWVULJKWRIUHFRYHU\ DJDLQVWVXFKSHUVRQRURUJDQL]DWLRQSULRUWRORVV INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric&Renewables LLC MWZY31255423 03/01/2023 03/01/2024 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric & Renewables LLC 03/01/2023 03/01/2024MWC31255523 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 WC 040306 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0 otherwise due on such remuneration. % of the California workers' compensation premium SCHEDULE PERSON OR ORGANIZATION AS REQUIRED BY WRITTEN CONTRACT TO THE EXTENT ALLOWABLE BY LAW. JOB DESCRIPTION © 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual © 1999. POLICY NUMBER: COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) 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. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. MWTB 312553 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric & Renewables LLC Baker Electric & Renewables LLC MWTB31255323 03/01/2023 03/01/2024 Baker Electric & Renewables LLC 03/01/2023 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 All persons or organizations as required by written contract or agreement. WC 99 03 64 (03/11) Page 1 of 1 OLD REPUBLIC INSURANCE COMPANY WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY POLICY NOTICE OF CANCELATION TO CERTIFICATE HOLDERS ENDORSEMENT This endorsement modifies the notice of cancelation of insurance provided hereunder by adding the following: A.In the event this policy is canceled for any permissible reason, other than for nonpayment of premium, we shall endeavor to provide advance written notice of cancelation to certificate holders set out in the schedule on file with the Company, after notifying the Insured first named in item 1 of the Information Page of such cancelation. Notice of cancelation to certificate holders may be made by any commercially reasonable means, including mail, electronic mail, facsimile transmission or courier service. B.This advance written notification of a cancelation of coverage is intended as a courtesy only. Our failure to provide such advance written notification will not extend the policy cancelation date, nor negate cancelation of the policy. All other terms and conditions of this policy remain unchanged. INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric&Renewables LLC 03/01/2023 03/01/2024MWC31255523 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 PIL 029 10 10 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS This endorsement modifies the notice of cancellation of insurance provided hereunder by adding the following: A.In the event this policy is cancelled for any permissible reason, other than for nonpayment of premium, we shall endeavor to provide advance written notice of cancellation to certificate holders set out in the schedule on file with the Company, after notifying the first Named Insured of such cancellation. Notice of cancellation to certificate holders may be made by any commercially reasonable means, including mail, electronic mail, facsimile transmission or courier service. B.This advance written notification of a cancellation of coverage is intended as a courtesy only. Our failure to provide such advance written notification will not extend the policy cancellation date, nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. MWTB 312553 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric&Renewables LLC Baker Electric &RenewablesLLC 03/01/202403/01/2023MWTB31255323 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 POLICY NUMBER: COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE 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 this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision 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. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coverages of the Auto Dealers Coverage Form. MWTB 312553 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric & Renewables LLC Baker Electric & Renewables LLC MWTB31255323 03/01/202403/01/2023 Baker Electric & Renewables LLC 03/01/2023 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 All persons or organizations as required by written contract or agreement. 32/,&<180%(5&200(5&,$/*(1(5$//,$%,/,7< &* 7+,6(1'256(0(17&+$1*(67+(32/,&< 3/($6(5($',7&$5()8//< &*,QVXUDQFH6HUYLFHV2IILFH,QF 3DJH RI $'',7,21$/,1685('± 2:1(56/(66((625 &2175$&7256± 6&+('8/('3(562125 25*$1,=$7,21 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ &200(5&,$/ *(1(5$//,$%,/,7<&29(5$*(3$57 6&+('8/( 1DPH2I$GGLWLRQDO,QVXUHG3HUVRQV 2U2UJDQL]DWLRQV /RFDWLRQV2I&RYHUHG2SHUDWLRQV ,QIRUPDWLRQUHTXLUHGWRFRPSOHWHWKLV6FKHGXOHLIQRWVKRZQDERYHZLOOEHVKRZQLQWKH'HFODUDWLRQV $ 6HFWLRQ,,±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ll LocationsAll persons or organizations when required by written contract or agreement INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric &RenewablesLLC MWZY31255423 03/01/2023 03/01/2024 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 3DJH RI,QVXUDQFH6HUYLFHV2IILFH,QF &* &:LWK UHVSHFW WR WKH LQVXUDQFH DIIRUGHG WR WKHVH DGGLWLRQDO LQVXUHGV WKH IROORZLQJ LV DGGHG WR 6HFWLRQ,,,± /LPLWV2I,QVXUDQFH ,I FRYHUDJH SURYLGHG WR WKH DGGLWLRQDO LQVXUHG LV UHTXLUHGE\DFRQWUDFWRUDJUHHPHQWWKHPRVWZH ZLOOSD\RQEHKDOIRIWKHDGGLWLRQDOLQVXUHGLVWKH DPRXQWRILQVXUDQFH 5HTXLUHGE\WKHFRQWUDFWRUDJUHHPHQWRU $YDLODEOH XQGHU WKH DSSOLFDEOH OLPLWV RI LQVXUDQFH ZKLFKHYHULVOHVV 7KLV HQGRUVHPHQW VKDOO QRW LQFUHDVH WKH DSSOLFDEOHOLPLWVRILQVXUDQFH DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 04 49 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 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". INSURED: POLICY#: POLICY PERIOD: TO: Baker Electric &RenewablesLLC 03/01/202403/01/2023MWTB31255323 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Page 1 of 20 PERFORM PROTECTIVE, PROFESSIONAL, POLLUTION, CYBER, MEDIA AND MITIGATION RESPONSE POLICY NOTICE: THIS IS A CLAIMS MADE AND REPORTED POLICY (EXCEPT FOR COVERAGE C). SUBJECT TO ITS PROVISIONS, THIS POLICY (EXCEPT FOR COVERAGE C) APPLIES ONLY TO CLAIMS WHICH ARE FIRST MADE BY OR AGAINST YOU DURING THE POLICY PERIOD OR THE OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE, AND FIRST REPORTED IN WRITING TO US IN THOSE PERIODS OR THE AUTOMATIC EXTENDED REPORTING PERIOD. UNLESS SPECIFICALLY PROVIDED OTHERWISE, CLAIM EXPENSES ARE INCLUDED WITHIN AND REDUCE THE LIMIT OF LIABILITY, AND ARE SUBJECT TO ANY APPLICABLE SELF-INSURED RETENTION. PLEASE READ THE ENTIRE POLICY CAREFULLY. Words and phrases that appear in bold print, excluding caption headings, have special meanings that are defined in the Definitions of this Policy. shown in the header of Definition of Insured. In consideration of the payment of the premium, and in reliance upon the statements made in the application, materials, and information provided by you, which are incorporated into this Policy, form a part hereof, and are a representation upon which this Policy has been issued, we agree with you as follows: I.INSURING AGREEMENT A. Protective Indemnity We shall indemnify you for Protective Loss on a Protective Claim as established by final judgment or settlement to which we agree in writing, in excess of collectible Recoverable Insurance, provided that: 1. the Protective Claim arises out of: a. a negligent act, error or omission in the rendering of or failure to render Professional Services; or b. a Pollution Condition resulting from the performance of Contractor Activities; by the Responsible Entity that were rendered or performed on or after the Retroactive Date and before the end of the Policy Period; and 2. the Protective Claim for such Protective Loss is first made by you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Protective Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances which could give rise to Protective Loss; and 4. you made all reasonable efforts to recover your Protective Loss from the Responsible Entity. B. Professional Liability We will defend you against any Professional Claim (as provided in Section III.A. of this Policy) and pay on your behalf all Damages and Claim Expense for that Professional Claim in excess of any applicable Self- Insured Retention, provided that: 1.the Professional Claim arises out of an actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period; and 2.the Professional Claim is first made against you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Baker Electric & Renewables LLCDocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 POLICY#: POLICY PERIOD: TO: CONTRACTOR'S The words "we," "us" and "our'' mean the Insurer the Declarations of this Policy. The words "you" and "your'' mean any person or entity described in the Policy Form: PERFORM-10002 (11-20) Page 2 of 20 Extended Reporting Period; and 3.prior to the effective date of the first policy insuring this type of Professional Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances which could give rise to a Professional Claim. C. Contractor Pollution Liability We will defend you against any Pollution Claim (as provided in Section III.A. of this Policy) and pay on your behalf for all Pollution Loss and Claim Expense for that Pollution Claim in excess of any applicable Self- Insured Retention, provided that: 1.the Pollution Claim arises out of an actual or alleged Pollution Condition that results from the performance of Contractor Activities by you, or by a Responsible Entity for whom you are legally responsible; and 2.the Pollution Claim is for Bodily Injury or Property Damage that occurs during the Policy Period, or for Cleanup Costs for a Pollution Condition that occurs during the Policy Period, provided that: a. progressive, continuous, intermittent or indivisible Bodily Injury or Property Damage, or Pollution Condition(s) for which Cleanup Costs are incurred, shall be deemed to have occurred only on the date of first exposure to the Pollution Condition, which is: i. for Bodily Injury, the date of first exposure of any person to that Pollution Condition; or ii. for Property Damage or Cleanup Costs, the date the Pollution Condition first commenced; and b.if the date of the first exposure cannot be immediately determined to have been within this Policy Period, and you have no liability insurance incepting prior to the inception of this Policy that provides pollution liability coverage for the subject Contractor Activities (regardless of whether the insurance covers this Pollution Claim), and the Bodily Injury,Property Damage or Pollution Condition for which Cleanup Costs are incurred continues to exist during the Policy Period, the date of the first exposure shall be deemed to have occurred only on the inception date of the first policy we issued insuring you for the subject Contracting Activities for this type of Pollution Claim. No more than one policy issued by us can be applicable to the Pollution Claim; and prior to the effective date of the first policy insuring this type of Pollution Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Pollution Claim. D. Cyber Liability We will defend you against a Cyber Claim (as provided in Section III.A. of this Policy) and pay on your behalf all Damages and Claims Expense for the Cyber Claim in excess of any applicable Self-Insured Retention, provided that: 1. the Cyber Claim arises out of Contractor Activities or Professional Services performed or rendered by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period; and 2. the Cyber Claim is first made against you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Cyber Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Cyber Claim. E. Media and Personal Injury Liability We will defend you against any Media and Personal Injury Claim (as provided in Section III.A. of this Policy) and pay on your behalf all Damages and Claim Expense for that Media and Personal Injury Claim in excess of any applicable Self-Insured Retention, provided that: DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Policy Form: PERFORM-10002 (11-20) Page 3 of 20 1. the Media and Personal Injury Claim arises out of an actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services,Media Activities or Information Technology Services by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period; and 2. the Media and Personal Injury Claim is first made against you during the Policy Period or the Optional Extended Reporting Period, if applicable, and first reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Media and Personal Injury Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Media and Personal Injury Claim. F. Mitigation We agree to pay you or on your behalf for Mitigation Cost in excess of any applicable Self-Insured Retention to mitigate or avoid a Professional Claim,Pollution Claim,Cyber Claim or Media and Personal Injury Claim that would be covered under this Policy, but has not yet been made, provided that: 1. the services or other activities you seek to mitigate or rectify were rendered or performed on or after the Retroactive Date and before the end of the Policy Period; and 2. the circumstances that would reasonably be expected to lead to such Claim are first reported in writing by you to us during the Policy Period; and 3. prior to the effective date of the first policy insuring such type of potential Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Claim; and 4. before incurring any Mitigation Cost, you demonstrate to us the reasonableness and necessity of the proposed cost in light of the projected benefit in terms of mitigating or avoiding payment under this Policy on the reasonably expected covered Claim, and we provide our prior written consent for such Mitigation Cost, such consent not to be unreasonably withheld. II.SUPPLEMENTAL COVERAGES The Limits of Liability for each of the following Supplemental Coverages are separate from the Limits of Liability for the coverages in Section I. Insuring Agreement of this Policy, and payments made under the Supplemental Coverages do not erode the Limits of Liability for those coverages. A.Litigation Attendance Reimbursement Upon written request by you, we shall reimburse you for your actual and documented loss of earnings and reasonable expenses incurred when you attend a hearing, deposition, or trial at our written request, in the course of our defending a Claim under this Policy. B.Disciplinary Proceedings Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we will select and retain counsel for you and pay such you before a design professional or contractor licensing board first brought against you during the Policy Period or Optional Extended Reporting Period, if applicable, and arising out of either an actual or alleged negligent act, error or omission in the rendering of Professional Services or Pollution Conditions resulting from the performance of Contractor Activities, rendered or performed by or on behalf of you on or after the Retroactive Date and before the end of the Policy Period. C.Subpoena Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we will select and retain counsel for you and pay such onable and necessary fees and expenses to advise and represent you regarding the production of documents and during the preparation for and giving of testimony, in response to a subpoena DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 counsel's reasonable and necessary fees and expenses in defense of a disciplinary proceeding against counsel's reas Policy Form: PERFORM-10002 (11-20) Page 4 of 20 in a proceeding other than a Claim against you or a Protective Claim, that is both first served on you and reported to us in writing during the Policy Period or the Optional Extended Reporting Period, if applicable, and arising from Professional Services or Pollution Conditions resulting from the performance of Contractor Activities, rendered or performed by or on behalf of you on or after the Retroactive Date and before the end of the Policy Period. D.ADA and FHA Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we shall select and retain counsel and pay such respond to regulatory oradministrative actions first brought against you during the Policy Period by a government agency under the Americans with Disabilities Act of 1990 (ADA) or the Fair Housing Act (FHA), and alleging a negligent act, error or omission in the rendering of Professional Services by or on behalf of you, provided that such Professional Services were rendered on or after the Retroactive Date and before the end of the Policy Period. E.Corporate Reputation Rehabilitation Upon written request by you, we shall pay on behalf of you the reasonable and necessary fees and expenses subsequently incurred by a public relations firm approved by us to restore your corporate reputation that is damaged as a result of a Claim that we defend under this Policy or circumstances for which we consent to the incurring of Mitigation Cost or Emergency Expense under this Policy. We have the right to require for approval of the public relations firm minimum professional certifications and qualifications (e.g., Examination for Accreditation in Public Relations, or Accredited Business Communicator from International Association of Business Communicators). F.Protective Claim Bankruptcy Litigation Expense Reimbursement Upon written request by you, we shall reimburse you for the reasonable and necessary fees and expenses of retaining bankruptcy counsel in the making of a Protective Claim arising out of Professional Services that qualifies for coverage under this Policy against a Responsible Entity who has filed for or been put into bankruptcy under the United States Bankruptcy Code, provided that the Protective Claim, at least in part, is allowed as against or results in a judgment against the Responsible Entity in your favor, which is final and no longer subject to objection or appeal. G.Building Information Modeling - Extra Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we shall reimburse you for the reasonable and necessary additional expense payable to a third party software consulting company, not otherwise recoverable from any warrantee or guarantee, arising from loss of or damage to any information due to inherent malfunction of any software used in connection with any Building Information Modeling system purchased from a third party vendor and not modified by you or on your behalf, including but not limited to erroneous calculations or modeling, provided that the malfunction is first discovered during the Policy Period and after the system has been put to its intended use in the course of actual construction. H.Emergency Expense We will indemnify you for Emergency Expense in excess of the Self-Insured Retention, if applicable, provided that the Emergency Expense must be both incurred by you and reported to us, in writing and as soon as practicable, during the Policy Period, but no later than ten (10) days from the discovery of the Pollution Condition resulting from the performance of Contractor Activities or the expiration of the Policy Period, whichever occurs first, and provided that the Contracting Activities giving rise to the need for Emergency Expense were rendered or performed on or after the Retroactive Date and before the end of the Policy Period. III.DEFENSE, SETTLEMENT AND COOPERATION A.Defense (Coverages B, C, D and E) 1.We have the right and duty to defend you against any Claim proceeding in the United States or Canada under Coverage B, C, D or E of this Policy: DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 counsel's reasonable and necessary fees and expenses incurred when you Policy Form: PERFORM-10002 (11-20) Page 5 of 20 a. even if groundless or false; b. with counsel of our mutual agreement; and for any Claim proceeding anywhere else in the world seeking such Damages or Pollution Loss, we shall have the right, but not the duty, to defend you against such Claim. You shall have the duty to investigate and defend such Claims, and we will treat all reasonable and necessary fees and expenses paid to others in the course of doing so as Claim Expense. 2.If you and we cannot mutually agree upon defense counsel, we shall have the final right to select defense counsel, but we then will allow for a 25% Self-Insured Retention credit, up to a maximum of $25,000 per Claim, towards the costs of having you retain your own counsel to monitor the Claim. Defense counsel selected by us will have the sole right and responsibility for defending you againsttheClaim. 3.In the event you are entitled by law to retain independent counsel of your choosing to defend you at our expense and you choose to do so, the attorney fee component of Claim Expense shall be limited to the average of the rates we actually pay to counsel we retain in the ordinary course of business in the defense of similar Claims in the community where the Claim arose or is being defended. In addition, we may require that the independent counsel possess certain minimum qualifications, which may include that the selected counsel have: (1) at least five years of civil litigation experience defending similar Claims; and (2) errors and omissions coverage. You further agree to require your independent counsel to provide us with information concerning the Claim in a timely manner, to respond to our requests for information concerning the Claim, and to comply with our reporting and billing guidelines. 4.We shall have no obligation to pay any Claim Expense or to defend any Claim after all applicable Limits of Liability have been exhausted by incurred amounts or by payment, or after deposit or tender of the remaining applicable Limit of Liability into court. B.Settlement and Consent (Coverages B, C, D and E) We have the right to investigate, conduct negotiations concerning and, with your written consent, settle any Claim as we deem expedient. If you refuse to consent to a settlement or compromise recommended by us and acceptable to the claimant, then our Limit of Liability under this Policy with respect to such Claim shall be reduced to the amount for which the Claim could have been settled, including all Claim Expenses incurred up to the time we made our recommendation to you. C.Settlement (Coverage A) 1. We have the right to investigate and participate in all negotiations concerning a Protective Claim. 2. You will not settle any Protective Claim for which coverage may be sought under this Policy without our written consent, which shall not be unreasonably withheld. We will not pay any Loss on a Protective Claim settled in part or whole without our consent. D.Proactive Resolution of Substantiated Protective Claim (Coverage A) If you provide us substantiation that satisfies us that the liability of the Responsible Entities and the value of your Protective Loss are not reasonably disputable and exceed all collectible Recoverable Insurance, then upon your written request, we will provide you the following proactive assistance in pursuing recovery for your Protective Loss: 1. we will consult with you in the prosecution of your Protective Claim and provide our input on strategy for the efficient resolution of the Protective Claim; 2. we will attend or otherwise participate in settlement negotiations, including mediations and settlement conferences, for the resolution of the Protective Claim; 3. we will assist you in negotiations with representatives for any Recoverable Insurance; and 4. if all of your reasonable efforts to recover your Protective Loss and the foregoing fail due to the DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Policy Form: PERFORM-10002 (11-20) Page 6 of 20 refusal of the Responsible Entity or the representatives for Recoverable Insurance to settle your substantiated Protective Claim, we will pay the portion of your Protective Loss in excess of the available collectible Recoverable Insurance. The costs we incur in performing the activities described in Paragraphs 1. through 3., above, shall be borne by us and shall not erode the Limits of Liability described in Section VI. of this Policy. E.Your Duties (All Coverages) As a condition precedent to this insurance, in the event of any First Party Claim, Claim or reported circumstance: 1.You shall promptly forward to us all documents that you send or receive in connection with the First Party Claim,Claim or circumstance, and you will direct all inquiries regarding a Claim or circumstance to us or to our designated attorney. 2.You shall cooperate fully with us and our designees in the investigation, defense and settlement of any First Party Claim, Claim or circumstance, the conduct of suit or any other proceeding, and in securing and enforcing any right of contribution, indemnity, or other recovery that you potentially may have; such cooperation includes but is not limited to, when requested, attending any proceedings, assisting in securing evidence and obtaining the attendance and testimony of witnesses, whether in a legal proceeding or in an examination by us; and such cooperation will be without charge to us, except as provided otherwise in the Supplemental Coverage for Litigation Attendance Reimbursement. Such cooperation is agreed by us and you to be in furtherance of our common interest in the First Party Claim or Claim, such that all such communications shall be protected by all applicable privileges and protections. 3.You shall not voluntarily make any payment, assume or admit any liability, consent to any judgment, settle any First Party Claim or Claim, or incur any Claim Expense or Mitigation Cost, for which coverage may be sought under this Policy, without our prior written consent, except for Emergency Expense. We shall not be liable for any payment, assumed or admitted liability, consent judgment, settlement, or Claim Expense to which we have not consented. You shall not release or compromise any right you may have with respect to a First Party Claim or Claim without our prior written consent. We shall not be liable for any Loss attributable to a release without such consent. 4.You shall obtain our written consent before exercising any right, assuming any obligation, or makingany agreement, with respect to any dispute resolution mechanism or process for a First Party Claim or Claim, including but not limited to rejecting or demanding arbitration. IV.DEFINITIONS Words stated in the singular will be construed as also being stated in the plural and vice versa. For purposes of this Policy: A.Advertising means material which promotes your products, services or business. B.Bodily Injury means physical injury, sickness, disease, building-related illness, mental anguish, emotional distress, or shock sustained by any person, including death resulting therefrom. Furthermore,Bodily Injury shall extend to include the monitoring of medical conditions. C.Claim means Professional Claim,Pollution Claim,Cyber Claim, and Media and Personal Injury Claim. D.Claim Expense means reasonable and necessary fees and costs incurred by us to investigate and defend any Claim for which coverage is provided under this Policy, including fees and costs charged by adjusters appointed by us to investigate a Claim.Claim Expense includes reasonable and necessary fees in defending such a Claim, for attorneys, investigators, arbitrators, mediators, consultants and expert testimony, as well as court and arbitration costs and expenses, but shall not include any remuneration, salaries, regular or overtime wages, benefits, fees or other payment of directors, officers, managers and employees of you or us, or fees and expenses of independent adjusters.Claim Expense also includes premiums for the covered portion of appeal bonds, attachment bonds or any similar bonds; however, we are not obligated to apply for, secure or furnish any such bond. DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Policy Form: PERFORM-10002 (11-20) Page 7 of 20 E.Cleanup Costs means costs for the investigation, monitoring, or disposal of soil, surface water, groundwater, indoor or outdoor atmosphere or other contamination; or for cleanup, abatement, containment, capping, remediation, or correction of a Pollution Condition resulting from the performance of Contractor Activities.Cleanup Costs also includes Restoration Costs. F.Content means data, digital code, images, drawings, scents, sounds, tastes, texts or textures. G.Contractor Activities means: 1. any general construction, construction management, or environmental activity; or 2. any loading, unloading, delivery or transportation of goods, materials, products, or waste to or from any site at which the activities, described in Paragraph 1. of this Definition, are performed as long as such activity is performed by an entity that is properly licensed to deliver or transport such goods, materials, products, or waste; or 3. any operation, use, ownership, or maintenance of a land motor vehicle, off-road motor vehicle, mobile equipment, trailer, semi-trailer, watercraft, aircraft, or rolling stock in connection with the activities described in Paragraph 1. of this Definition; or 4. the use of a Non-Owned Location. Contractor Activities also includes Completed Operations. For the purpose of this Policy, Completed Operations means any of the activities described in Paragraphs 1. through 4. of this Definition that have been completed, including materials, parts or equipment furnished in connection with such work or operations. H.Cyber Claim means a written demand, demand for arbitration or mediation, or suit, made against you seeking money or services due to a Cyber Security Breach. I.Cyber Security Breach means any of the following circumstances: 1. the failure to prevent the introduction or transmission of a computer virus or any other malicious code, but only if such computer virus or malicious code affects the data, software, firmware, systems or networks of your clients; 2. the failure to provide your clients with access to your website, or your computer or communications network, when your clients have authorized use of your website, or your computer or communications network; 3. failure to prevent unauthorized access to, or use of, data, software, firmware, systems or networks containing private or confidential information of your client; 4. 5. failure to prevent the theft, unauthorized or illegal disclosure or loss o below: a.Content, or b. commercial confidential information that resides in or on your hardware devices or data systems, including such information stored on your computer infrastructure system including cloud, remote servers at a co-location or data hosting services or any other data storage not in insureds direct control. J.Damages mean any amounts you are legally obligated to pay. K.Emergency Expense means reasonable and necessary expense, incurred by you, on an emergency basis, to contain, control, mitigate or rectify a Pollution Condition resulting from the performance of Contractor Activities that is an imminent and substantial endangerment to public health, safety or welfare, or the environment, where the absence of such emergency action being undertaken without delay, further harm to third parties or the environment is imminent. DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 the destruction, deletion or corruption of your client's electronic data; or f your client's information listed an individual, natural person's private Policy Form: PERFORM-10002 (11-20) Page 8 of 20 L.First Party Claim means a Protective Claim and any other request of us by you for Mitigation Cost or for sums arising out of any of the insuring agreements described in the Supplemental Coverage Section of this Policy. M.Information Technology Products means a computer or telecommunication hardware or software product or other electronic product that is used, created, developed or manufactured by or for you, including software updates, service packs and other maintenance releases for such products. N.Information Technology Services means: 1. Consulting on, design of, development of, analysis of, integration of, interface of, modification of and programming of software, hardware, networks, telecommunication systems and electronic or digital devices performed by you or on your behalf for your clients; 2. installation of, training in the use of, support of, servicing of, maintenance of, repair of your Information Technology Products; 3. marketing of, selling of, licensing of and distribution of Information Technology Products; 4. storage of, warehousing of, mining of and processing of data by you; 5. managing, operating, administering and hosting Information Technology Products for your clients; or 6. activities performed on your website(s); but shall not mean Information Technology Products. O.Insured means: 1. the Named Insured; or 2. any fully owned subsidiary corporations or subsidiary limited liability companies of the Named Insured, of any tier, in the past, as now constituted or hereafter constituted, subject to the limitations in Paragraph 9. of this Definition for the newly acquired or formed entities described therein; or 3. any present or former partner, director, officer, manager, member, shareholder, principal, trustee, or employee of the Named Insured solely while acting on behalf of the Named Insured, but this Paragraph 3. shall not make any entity an Insured solely because of its participation with the Named Insured in a legal entity such as a joint venture or limited liability company; or 4. any Insured with regard to its participation in a legal entity, including a joint venture or limited liability company, but solely for the legal liability arising out of the performance of Professional Services,Contractor Activities,Media Activities or Information Technology Services under the respective legal entity, and such legal entity itself, or any other entity other than an Insured that is part of the legal entity, are not Insureds; or 5. with regard to Coverage C only, any client of the Named Insured, or other entity or person, that the Named Insured is obligated to name as an additional insured on this Policy pursuant to a written contract, agreement, or permit, executed prior to when the Pollution Claim was first made, and solely as respects Pollution Conditions resulting from the performance of Contractor Activities; or 6. any entity which is specifically identified as an Insured in the Declarations or by endorsement to this Policy; or 7. the estate, heirs, executors, shareholders, administrators or legal representatives of an Insured in the event of such death, incapacity, or bankruptcy, or the spouse or legal domestic partner of any Insured, but only to the extent such Insured would otherwise be provided coverage under this Policy while acting solely on behalf of the Named Insured; or 8. any prior entity that has been reported to us prior to when the First Party Claim or Claim was first made and whose assets, partners, principals, or shareholders were acquired by the Named Insured, and for which the Named Insured is required to provide liability insurance under a written contract or DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Named lnsured's Named lnsured's lnsured's Policy Form: PERFORM-10002 (11-20) Page 9 of 20 agreement executed before the First Party Claim or Claim was first made; or 9. any entity newly formed or acquired by the Named Insured during the Policy Period in which the Named Insured has more than 50% legal or beneficial interest and over which the Named Insured exercises management or financial control and has agreed in writing to provide insurance for such entity prior to the First Party Claim or Claim being made. However: a.coverage will only be provided for First Party Claims or Claims arising out of Professional Services,Contractor Activities,Media Activities or Information Technology Services performed on or after the date of formation, acquisition, or exercised financial or management control; and b.this coverage will expire within 90 days for such entity, or the end of the Policy Period, whichever is earlier, unless the Named Insured provides written details of such newly acquired entity to us and pays the additional premium requested by us, if any. P.Insured Contract means: 1. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you, or temporarily occupied by you, with permission of the owner is not an Insured Contract; or 2. a sidetrack agreement; or 3. any easement or license agreement; or 4. an obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; or 5. an elevator maintenance agreement; or 6. that part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for Bodily Injury,Property Damage, or Pollution Loss to a third party or organization. This section does not include that part of any contract or agreement that indemnifies an architect, engineer, or surveyor for injury or damage arising out of: a. Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or b. Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. For the purpose of this section, tort liability means only that liability that would be imposed by law in the absence of any contract or agreement. Any assumption of liability beyond that of tort liabilityspecified in this Paragraph 6. shall not be considered to be part of the Insured Contract. Q.Loss means Protective Loss,Third Party Loss,Mitigation Cost and any other amount to which you are entitled under any of the insuring agreements described in the Supplemental Coverages Section of this Policy. R.Media Activities means Media Communications or the gathering, collection, or recording of Media Material for inclusion in any Media Communications in the ordinary course of your business. S.Media and Personal Injury Claim means a written demand, demand for arbitration or mediation, or suit, made against you seeking money or services due to a Media and Personal Injury Offense. T.Media and Personal Injury Offense means: 1. Infringement of copyright, piracy, plagiarism or misappropriation or unauthorized use of ideas shared with you in the course of services for your client; 2. Infringement of trade secrets, domain name, title or slogan, or the dilution or infringement of trademark DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Policy Form: PERFORM-10002 (11-20) Page 10 of 20 or service mark; 3. act, error or omission regarding the Content of any Media Communication, including harm caused through any reliance or failure to rely upon such Content; 4. Misappropriation of trade secret; 5. Defamation, libel, slander, product disparagement, trade libel, or other tort related to disparagement or harm to the reputation or character of any person or organization; 6. Invasion or interference with the right to privacy or of publicity; 7. Misappropriation of any name or likeness for commercial advantage; 8. False arrest, detention or imprisonment or malicious prosecution; or 9. Invasion of or interference with any right to private occupancy, including trespass, wrongful entry, eviction or eavesdropping. U.Media Communications means the display, broadcast, dissemination, distribution or release of Media Material to the public by you. V.Media Material means information in the form of words, sounds, numbers, images or graphics in electronic, print or broadcast form, including Advertising, but does not mean computer software or Content. W.Mediation means the non-binding facilitation by a neutral third party of First Party Claim or Claim resolution. X.Mitigation Cost means reasonable and necessary fees or direct costs incurred to mitigate or rectify Professional Services,Contractor Activities,Media Activities or Information Technology Services that would reasonably be expected to give rise to a Claim covered by this Policy, provided such fees and direct costs are incurred prior to any Claim. In the event of a Cyber Security Breach,Mitigation Costs include costs we incur to engage a qualified firm on your behalf to: 1. investigate the Cyber Security Breach; 2. notify any parties affected by the Cyber Security Breach; 3. data lost because of the Cyber Security Breach; and 4.Cyber Security Breach. Your fees or direct costs may be treated as Mitigation Cost only with our prior written consent, which consent shall not be unreasonably withheld. Mitigation Cost does not include any fees or direct costs relating to or resulting from Emergency Expense; betterment; or the failure to prevent or detect faulty workmanship. Y.Named Insured means the individual, partnership, entity, firm, or the company named in Item 1. of the Declarations. Z.Natural Resource Damage means physical injury to or destruction of (including the resulting loss of value) land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C. § 1801 et. seq.)), any State or Local government, any Foreign government, any Native American tribe or, if such resources are subject to a trust restriction on alienation, any member of a Native American tribe. AA.Non-Owned Location means: DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 perform credit monitoring service for your clients' individual personal data or your clients' corporate restore or recreate, if possible, any of your clients' lost data caused by the Policy Form: PERFORM-10002 (11-20) Page 11 of 20 1. real property rented, leased or managed by you, including temporary job site offices, but only if such real property is utilized on a temporary basis for the storage of goods, materials, equipment, products or wastes for the purpose of performing the activities, described in Paragraphs 1. through 3. in Definition G.Contractor Activities, for a client; or 2. any location used for the treatment, storage, recycling or disposal of your waste material provided that: a. the waste material is generated or removed while performing activities, described in Paragraphs 1. through 3. in Definition G.Contractor Activities, for a client; and b. the location is not managed, operated, owned or leased by you or any of your subsidiaries or affiliates with the exception of any location that is managed, operated, owned or leased solely by one or more persons or organizations that are Insureds only by reason of Paragraph 5. in Definition O.Insured; and c. the location is permitted or licensed by any Federal, State, Local or Provincial authorities to accept such material as of the date of the treatment, storage, recycling or disposal. BB.Policy Period means the period from 12:01 a.m. on the effective date of this Policy as set forth in Item 3. of the Declarations, to 12:01 a.m. on the earliest of the date of the expiration date of this Policy as set forth in Item 3. of the Declarations or any earlier termination date if this Policy is cancelled. CC.Pollution Claim means the assertion of a legal right alleging liability or responsibility on your part, including but not limited to lawsuits, petitions, arbitrations or other alternative dispute resolutions, and public agency directives, made against you, for Pollution Loss arising out of a Pollution Condition resulting from otherwise insured Contractor Activities. DD.Pollution Condition means the actual or alleged discharge, dispersal, release, seepage, migration, growth or escape of smoke, soot, fumes, acids, alkalis, toxic chemicals, mold, mildew, spores, fungi, microbes, bacteria, legionella pneumophila, asbestos, lead, silica, silt, sediment, liquids, gases, waste materials, contaminants, organic or inorganic pollutants, electromagnetic fields, hazardous substances, hazardous materials, waste materials including medical, infectious, and pathological wastes, or other irritants, into or upon land, any structure on land, the indoor or outdoor atmosphere, any watercourse, or any body of water, including groundwater. Waste materials include materials to be recycled, reconditioned or reclaimed. Radioactive matter shall also be considered a pollutant, except as otherwise covered or protected by insurance or protections provided pursuant to 42 U.S.C. § 2014(w), as amended, or Section 170 of the Atomic Energy Act of 1954, as amended. EE.Pollution Loss means any amounts you are legally obligated to pay for Bodily Injury, Property Damage or Cleanup Costs. FF.Principal Personnel means the directors, officers, principals, partners, insurance and risk managers, and those persons responsible for your environmental or legal affairs for the Named Insured. GG.Professional Claim means a written demand, demand for arbitration or mediation or suit made against you seeking Damages or correction of Professional Services and alleging a negligent act, error or omission in the rendering of or failure to render Professional Services. HH.Professional Services means: 1. Property Management, Real Estate Brokerage/Agency, Property Development, Lease Brokering, any delegated design responsibility or design assist services, including but not limited to constructability reviews or value engineering; or 2. architecture; engineering; contract administration as part of design; sprinkler design; fire protection design; life safety design; mechanical, electrical or security systems design; light use, acoustical or signage design; landscaping design; surveying; quantity surveying; project accounting, quality control reviews, assist or documentation, material testing; cost consulting, economic, feasibility, technical consulting or technical studies or opinions, or scientific reviews; software design for the purpose of operating or maintaining any building system; interior design or space planning services; or design services to support Leadership in Energy and Environmental Design (LEED) certification for a project; or DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Construction Management, Program Management, Project Management, Owner's Representation, Policy Form: PERFORM-10002 (11-20) Page 12 of 20 3. professional services with respect to any Building Information Modeling (BIM) systems, including but not limited to modification, alteration, transfer, protection, manipulation, use, or misuse thereof, or design assist system or program, and the foregoing within Integrated Project Delivery (IPD), Public- Private Partnership projects (P3s), or Lean Project Delivery System (LPDS); or 4. environmental consulting, environmental engineering, environmental site assessment, remedial investigations, feasibility studies, remedial design, environmental monitoring, testing and sampling, remedial oversight and management, ecological studies, environmental training, industrial hygiene, forensic inspections and expert witness services; or 5. ordinary technology services utilized in the performance of the Professional Services described above. Such technology services include the design, development, programming, analysis, training, use, hosting, management, support, and maintenance of any software, database, internet service, or website. II.Property Damage means: 1. physical injury to or destruction of tangible property, including resulting loss of use thereof; or 2. loss of use of tangible property that has not been physically injured or destroyed; or 3. diminution of property value; or 4.Natural Resource Damage. JJ.Protective Claim means written demand, demand for arbitration or mediation or a suit instituted by you against the Responsible Entity seeking a remedy and alleging liability or responsibility on the part of such Responsible Entity arising from: 1. a negligent act, error or omission in the rendering of or failure to render Professional Services; or 2. a Pollution Condition resulting from the performance of Contracting Activities. Protective Claim does not include a demand or proceeding for non-monetary or injunctive relief. KK.Protective Loss means: 1. any amounts you are legally entitled to recover; or 2. in the event the Protective Claim is made against a Responsible Entity in whose favor you have granted a Limitation of Liability permitted by this Policy, any amounts you would have been legally entitled to recover in the absence of such Limitation of Liability; from each Responsible Entity: 1. due to a negligent act, error or omission in the rendering of Professional Services; or 2. for Bodily Injury, Property Damage or Cleanup Costs due to a Pollution Condition. In the event that multiple Responsible Entities cause the same or related loss, the amount of Protective Loss shall not exceed the single loss caused by such multiple Responsible Entities. LL.Recoverable Insurance means the lesser of either Item 1. or 2. below: 1. all liability insurance applicable to the Professional Services or Pollution Condition from which the Protective Claim arises and providing such applicable coverage to any Responsible Entity or any person or entity for which the Responsible Entity is responsible; or 2. in the event the Protective Claim is made against a Responsible Entity in whose favor you have granted a Limitation of Liability permitted by this Policy that is applicable to the Protective Claim, such Limitation of Liability. MM.Responsible Entity means those persons or entities, retained by you or on your behalf, rendering Professional Services or Contractor Activities. NN.Restoration Costs means the reasonable and necessary costs incurred by you, with our prior written DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Policy Form: PERFORM-10002 (11-20) Page 13 of 20 consent, to repair, replace, or restore real or personal property to substantially the same condition it was prior to being damaged during work performed in the course of incurring Cleanup Costs.Restoration Costs do not include costs associated with improvements or betterments. OO.Retroactive Date(s)means the date(s) set forth in Item 6. of the Declarations. PP.Third Party Loss means the total of all Damages and Pollution Loss you are legally obligated to pay, and all related Claim Expense. V.EXCLUSIONS We will not be liable to make payments or indemnify you for any First Party Claim, Claim or Loss directly or indirectly for or arising out of: A.any amounts incurred in connection with the making or prosecution of a Protective Claim. This Exclusion applies at all times, including where we are providing Proactive Resolution of Substantiated Protective Claim under Section III.D. of this Policy, excepting only the Supplemental Coverage for Protective Claim Bankruptcy Litigation Expense Reimbursement. B.the amount of any default judgment, arbitration award or adjudicator's decision in circumstances where theResponsible Entity has failed to plead or provide a defense, response or answer, or take any other procedural step, except that this Exclusion shall not apply to the amount of Protective Loss which you would have been entitled to recover from the Responsible Entity, respectively, had such defense, response or answer been pleaded or provided, or procedural step been taken. In such instance where the Responsible Entity has failed to plead or provide a defense, response or answer, or take any other procedural step, the burden of proving the extent of Protective Loss which you would have been entitled to recover from the Responsible Entity, respectively, will be upon you. C.any design or manufacture of any goods or products which are sold or supplied by you or by anyone under license to you, including any parts, components, assemblies or equipment installed or incorporated by or on behalf of you into your work. This Exclusion does not apply to (1) software sold or supplied by you in connection with your provision of other Professional Services, or (2) goods or products installed or incorporated in your work which have been specially designed, but not manufactured, by you or on your behalf by a qualified Responsible Entity for use in a specific project, or (3) goods or products installed or incorporated in your work that cause a Pollution Loss arising out of a Pollution Condition resulting from the performance of Contractor Activities, or (4)Information Technology Products. D.the cost to repair or replace faulty workmanship in any construction, erection, fabrication, installation, assembly, or manufacturing process, including materials, parts, or equipment furnished in connection therewith, unless the faulty workmanship is caused by otherwise covered Professional Services as respects the applicability of: 1. Coverages A or B; or 2.Mitigation Cost to mitigate or rectify Professional Services under Coverage F, except for any fees and direct costs relating to or resulting from the failure to prevent or detect faulty workmanship. This Exclusion does not apply to Coverages C, D, E,Mitigation Cost to mitigate or rectify a Pollution Condition resulting from the performance of Contractor Activities under Coverage F, or Supplemental Coverage H. Emergency Expense. E.any actual or alleged harassment, humiliation, discrimination, or similar misconduct on any basis, whether as to a legally protected group or otherwise. F.any employment obligations, decisions, conduct, practices or policies as an employer, including but not limited to any obli benefits law or under any similar law. G.liability under contract, agreement, warranty or guarantee, except such liability that would have existed in the absence of such contract, agreement, warranty or guarantee. This Exclusion extends to any contractual obligation to make payments to others, including subcontractors, subconsultants, or their employees, or for materials. Solely for purposes of Coverage C, this Exclusion shall not apply to liability of DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 gation for which any party shall be liable under any worker's compensation, unemployment compensation, employer's liability, obligation to pay fair wages or benefits, or disability Policy Form: PERFORM-10002 (11-20) Page 14 of 20 others assumed under an Insured Contract. This Exclusion shall not apply to that portion of a contract that sets forth the participation in a legal entity that is insured under Definition O.4. of this Policy. H.any fraudulent, criminal, dishonest, intentionally or knowingly wrongful, or malicious act, error, or omission, or those of an inherently harmful nature, except that this Exclusion shall not apply to a Claim against you if you did not commit, participate in, or have knowledge of such conduct. I.taxes; criminal fines; criminal penalties; or liability for liquidated damages you or the Responsible Entity would not have had in the absence of the agreement for liquidated damages. J.any return, withdrawal or reduction in contractor charges; any equitable obligation, including restitution, disgorgement, or the costs of complying with injunctive relief; or the time and expense in addressing or resolving an actual or potential First Party Claim or Claim. K.any conduct by an individual, corporation, partnership, or joint venture of which you are a partner, director, officer, member, participant, or employee that is not designated in the Declarations or by endorsement as an Insured. This Exclusion shall not apply to conduct by an entity for which the Insured s participation is insured under Definition O.4. of this Policy. L.First Party Claims or Claims made by any Insured against any other Insured. However, this Exclusion shall not apply as respects Claims made by any entity or person only qualifying as an Insured under Paragraph 5. of the Definition of Insured in this Policy. M.Claims against you made by, or Protective Claims by you made against, any individual or entity, or its subrogees or assignees: 1.that wholly or partially owns, controls or operates you; or 2.in which you have an ownership interest in excess of twenty-five percent (25%); or 3.that is controlled or operated by you; or 4.in which you are an officer or director; or 5.that is an affiliate of you, where you both are ultimately owned in excess of twenty-five percent (25%), directly or indirectly, by the same entity. With respect to Items 2., 3., and 4. above, this Exclusion shall be limited when the Claim or Protective Claim is made by a formal joint venture partnership of which you are a participant to your percentage of ownership interest in the joint venture, so that we shall only be responsible for that portion of Third Party Loss or Protective Loss that is the difference between your percentage of ownership interest and the total joint venture ownership interest percentage. N.Bodily Injury or Property Damage arising out of construction means, methods or techniques; site safety; crane erection, use, maintenance or operation; scaffolding; or demolition, but solely for the purposes of Coverage B, and for the purposes of Coverages A and F with respect to obligations arising fromProfessional Services. O.any Loss caused by or resulting from war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, martial law, or confiscation by order of any government or public authority. P.any Protective Loss or Pollution Loss resulting from: 1. the discovery of a Pollution Condition on, at or under the Non-Owned Location; or 2. a Pollution Condition on, at, under or migrating from a Non-Owned Location, for which the owner of the Non-Owned Location becomes legally obligated to pay unless such Pollution Loss results from the performance of the activities described in Paragraphs 1. through 3. of Definition G.Contractor Activities. Q.for purposes of Coverages D and E, the loss, theft, destruction, transfer, misappropriation, or any misuse of Content, including but not limited to social security numbers, phone numbers, family names, family history, or home or medical information. DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 lnsured's any of your employees' personal data, confidential information or other private Policy Form: PERFORM-10002 (11-20) Page 15 of 20 R.any Professional Services, Contractor Activities,Media Activities, or Information Technology Services that constitute violations of either the laws of the United States or any jurisdiction in which they were performed, including U.S. economic, trade sanction or export control laws administered by the U.S. Treasury, State and Commerce Departments (e.g., the economic and trade sanctions administered by the U.S. Treasury Office of Foreign Assets Control), or the U.S. Controlled Substances Act or similar laws in the subject jurisdiction. Additionally, we shall not be required to provide any coverage, pay any Claim or First Party Claim, or provide any other benefit hereunder to the extent that provision of such coverage, payment of such Claim or First Party Claim or provision of such other benefit would be in violation of any trade or economic sanctions laws or regulations applicable in our jurisdiction of domicile or with which we are legally obligated to comply. VI.LIMITS OF LIABILITY AND SELF-INSURED RETENTION A.Limits of Liability 1. Limit of Liability Each Claim or First Party Claim: Our Limit of Liability for the sum of all Loss for each single Claim or First Party Claim to which this Policy applies shall not exceed the amount stated in Item 4.A. of the Declarations specified for each applicable coverage provided by this Policy. 2. Limit of Liability in the Aggregate for Each Coverage for the Policy: Our Limit of Liability for all Loss under each respective coverage provided by this Policy shall not exceed the amount stated in Item 4.B. of the Declarations for such coverage for the Policy. 3. Limit of Liability in the Aggregate for All Coverages Described in Section I. of this Policy for the Policy: Our Limit of Liability for the sum of all Loss arising out of all Claims or First Party Claims under the coverages described in Section I. provided by this Policy shall not exceed the amount stated in Item 4.C. of the Declarations for the Policy. B. Self-Insured Retention The Self-Insured Retention amount stated in Item 5.A. of the Declarations applies to each Claim or First Party Claim, if applicable. The Self-Insured Retention amount stated in Item 5.B. of the Declarations is the most you shall pay for the sum of all of your Self-Insured Retention obligations arising out of all Claims or First Party Claims under each respective coverage for the Policy, if applicable, provided that in no event shall your Self-Insured Retention obligation be less than the amount stated in Item 5.C. of the Declarations for any Claim or First Party Claim under each respective coverage. The Self-Insured Retention amount shall be paid by you before we pay any Loss, though any payments made by any Recoverable Insurance also implicated by the Claim or First Party Claim shall serve to reduce your Self-Insured Retention obligation. Our Limits of Liability set forth in Item 4. of the Declarations are in addition to and in excess of the Self-Insured Retention amount. No Self-Insured Retention amount shall apply with respect to the Supplemental Coverages provided by the Policy, except for Supplemental Coverage H. Emergency Expense. If a Claim arising out of the same set of circumstances for which we have paid Mitigation Cost is made, then any amounts paid under the Self-Insured Retention for such Mitigation Cost shall reduce the Self-Insured Retention for that Claim. Mediation Credit: If you and we agree beforehand to attempt to resolve a Claim or First Party Claim at Mediation, and if you and we resolve such Claim or First Party Claim by such Mediation, your Self- Insured Retention obligation for such Claim or First Party Claim will be reduced by 50%, subject to a maximum reduction of $25,000. VII.MULTIPLE INSUREDS The number of Insureds covered by this Policy shall not operate to increase the Limit of Liability specified in the Declarations, notwithstanding any other provision of this Policy. VIII.MULTIPLE CLAIMS Two or more Claims or First Party Claims arising out of one or more acts, errors, omissions, incidents, events, or Pollution Conditions, or a series thereof, that are related (either causally or logically), will be considered a single Claim or First Party Claim subject to: A.a single Each Claim or First Party Claim Limit of Liability; and DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Policy Form: PERFORM-10002 (11-20) Page 16 of 20 B.a single Self-Insured Retention (if applicable); and shall not operate to increase our Limits of Liability. All such Claims or First Party Claims treated as a single Claim or First Party Claim, whenever made, shall be considered first made on the date the earliest such Claim or First Party Claim was first made, and only a Policy providing coverage for the earliest Claim or First Party Claim shall have any coverage for such Claims or First Party Claims. If more than one Coverage applies to the whole or a part of a Claim treated as a single Claim pursuant to this Section VIII., then the Each Claim Limit of Liability for the entirety of that single Claim and the applicable Self- Insured Retention for that single Claim shall be those set forth in Items 4.A. and 5., respectively, of the Declarations for the applicable Coverage with the largest Each Claim Limit of Liability. If more than one applicable Coverage has the same Each Claim Limit of Liability, but have different Self-Insured Retentions, then the largest Self-Insured Retention shall apply to that single Claim. IX.EXTENDED REPORTING PERIOD A.Automatic Extended Reporting Period If we or you do not renew this insurance with a renewal policy issued by us for any reason, other than after cancellation pursuant to Section XI.G. Cancellation and Termination, you shall be entitled to a period of sixty (60) days from the date of policy termination to report a Claim (except for a Pollution Claim) or First Party Claim which is made by or against you prior to such termination date. This Automatic Extended Reporting Period may not be canceled by you and does not require the payment of an additional premium. This Automatic Extended Reporting Period shall be included within the Optional Extended Reporting Period if such is purchased. The Automatic Extended Reporting Period shall not serve to increase or reinstate the Limits of Liability set forth in the Declarations. The Aggregate Limit of Liability for the Automatic Extended Reporting Period shall be the amount of coverage remaining in this Policy's aggregate liability limit set forth in the Declarations. B.Optional Extended Reporting Period If we or you do not renew this insurance with a renewal policy issued by us for any reason, other than after cancellation pursuant to Section XI.G. Cancellation and Termination, and if the total premium for this Policy has already been paid in full, then you shall have the option to pay an additional premium and extend the period by which a Claim (except for a Pollution Claim) or First Party Claim can be first made by or against you and reported to us. The premium for the Optional Extended Reporting Period shall be: (1) 100% of the annual premium for twelve (12) months of extension; (2) 150% for twenty-four (24) months of extension; or (3) 200% for thirty- six (36) months of extension. The purchase of an Optional Extended Reporting Period shall not be effective unless endorsed herein. Your option to purchase the Optional Extended Reporting Period must be exercised by notice in writing to us no later than sixty (60) days after the termination date of this Policy. Effective notice must indicate the total Optional Extended Reporting Period desired and must include payment of premium for such period. If such notice and premium are not mailed to us within such sixty (60) days, then you are not entitled to purchase an Optional Extended Reporting Period at a later date. If purchased pursuant to the preceding paragraph, the Optional Extended Reporting Period shall commence upon the termination of the Policy Period. The Automatic Extended Reporting Period shall not apply after the termination of the Optional Extended Reporting Period. At the commencement of any Optional Extended Reporting Period, the entire premium shall be deemed fully earned. In the event you terminate the Optional Extended Reporting Period before its term for any reason, we shall not be obligated to return any portion of the premium. Although the period during which a Claim (except for a Pollution Claim) or First Party Claim can be reported to us is extended by virtue of the Optional Extended Reporting Period, this fact shall not in any way increase or reinstate the Limits of Liability of this Policy. The Optional Extended Reporting Period shall not serve to increase or reinstate the Limits of Liability set forth in the Declarations. The Aggregate Limit of Liability for the Optional Extended Reporting Period shall be the amount of coverage remaining in this Policy's aggregate liability limit set forth in the Declarations. X.REPORTING A.Reporting a Claim or First Party Claim DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Policy Form: PERFORM-10002 (11-20) Page 17 of 20 As a condition precedent to coverage under this Policy, in the event of a Claim or First Party Claim, you must do the following: 1.Report the Claim or First Party Claim to us in writing as soon as reasonably possible, which (except for a Pollution Claim) must be during the Policy Period, the Automatic Extended Reporting Period, or during any applicable Optional Extended Reporting Period. Reporting should be sent to us at the address stated in the Claims Notice attached to this Policy; and 2.Promptly provide a copy of the Claim or First Party Claim, if in writing, and specify in the report: the names and addresses of the Insured reporting the Claim or First Party Claim, the persons or entities making the Claim or First Party Claim, and the persons or entities against whom the Claim or First Party Claim is made; when the Claim or First Party Claim was made; the subject of the Claim or First Party Claim; and any other relevant facts or allegations known to you. B.Reporting a Circumstance If during the Policy Period, you become aware of a circumstance that may reasonably be expected to give rise to a Claim or First Party Claim which may be covered under the Policy, and if you, during the Policy Period, provide a written report to us at the address stated in the Claim Notice attached to this Policy of the circumstance as soon as practicable containing particulars sufficient to identify you and all reasonably obtainable information with respect to: 1.when and how you first became aware of such circumstance; 2.any act, error, omission asserted or believed to be at issue; 3.the services or activities involved in the circumstance; 4.what happened and the dates and entities involved; and 5.the nature of any alleged or potential Loss; then any Claim (except for a Pollution Claim) or First Party Claim arising out of such circumstance shall be deemed to have been made on the date we received the written report of the circumstance. At our sole discretion and cost, we may elect to investigate any circumstance which is reported; any such costs associated with the investigation of a circumstance prior to a Claim being made against you will not be considered Claim Expense, will not reduce the applicable Self-Insured Retention and shall be paid by us in addition to the Limit of Liability. XI.CONDITIONS A.Territory The coverage afforded by this Policy applies worldwide. B.Audit and Inspection Upon reasonable prior notice, we shall be permitted to audit your final books and records at any time during the Policy Period, the Automatic Extended Reporting Period, the Optional Extended Reporting Period, if applicable, and within three years after the final termination of this Policy, as far as they relate to the subject matter of this Policy. We shall also be permitted to inspect, sample, and/or monitor your operations on a continuing basis. Neither our right to make inspections, sample, and/or monitor, nor the actual undertaking thereof, nor any report thereon shall constitute an undertaking, on behalf of us or others, to determine or warrant that your operations are safe, healthful, conform to acceptable practice, or are in compliance with any law, rule, or regulation. C.Subrogation In the event of any payment under this Policy, we shall be subrogated to all of your rights of recovery thereof. You shall execute and deliver all requested instruments and papers in furtherance of such rights to us and do whatever else is reasonably necessary to secure such rights. You shall do nothing to waive or prejudice such rights. We shall have priority in any recovery, and any amounts recovered in excess of our total payment and the cost to us of recovery shall be paid to you. However, we waive our rights of subrogation under this Policy, to the extent such a waiver is required by a written contract with you executed prior to the Claim, against any of the following that is not a Responsible Entity: your clients, their parents -participants in an entity for which your DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 or other affiliates, and your client's designees; and your co Policy Form: PERFORM-10002 (11-20) Page 18 of 20 participation is insured under Definition O.4. of this Policy. For Coverage A only, we will not subrogate against a Responsible Entity in excess of its collectible insurance, provided it has maintained Recoverable Insurance, regardless of whether or not such Recoverable Insurance is exhausted or reduced. D.Changes None of the provisions of this Policy will be waived, changed, or modified except by written endorsement issued by us to form a part of this Policy. Notice to any of our agents or knowledge possessed by any such agent or any other person will not act as a waiver or change in any part of this Policy and will not prevent us from asserting any rights under the provisions of this Policy. E.Action Against Us Only you can make claims against us under Coverages A and F, and the Supplemental Coverages, of this Policy. No action shall be taken against us with respect to Coverage A unless, as a condition precedent thereto, you shall have fully complied with all the terms of this Policy, and until the amount the Responsible Entity is legally obligated to pay shall have been finally determined either by judgment after actual contested trial or arbitration, or other method of dispute resolution for which we have given prior written approval. No action shall be taken against us with respect to Coverage B, C, D or E unless, as a condition precedent thereto, you shall have fully complied with all the terms of this Policy, and until the amount you are legally obligated to pay shall have been finally determined either by judgment after actual contested trial or arbitration, or other method of dispute resolution for which we have given prior written approval. No person or organization shall have any right under this Policy to join us in any action against you. No Responsible Entity shall be an Insured under this Policy. F.Assignment of Interest It is agreed that the insurance provided herein and your interests hereunder cannot be transferred or assigned to another party without our express written consent. G.Cancellation and Termination 1.The premium paid for this Policy shall be fully earned in the first twelve months of the Policy Period. 2.This Policy may only be cancelled by us for one or more of the following reasons: a. non-payment of premium; or b. a material misrepresentation or concealment of facts; or c. a material breach of any provision of this Policy. If this Policy is cancelled by us, notice of cancellation will be sent in writing to the first Named Insured (except as modified by any Endorsement to this Policy, either electronically or at the address indicated on the Declarations. We will provide such written notice at least ninety (90) days prior to the date such cancellation is to take effect; except that, in the event of cancellation for non-payment of premium, we will provide only fifteen (15) days written notice. If the premium is paid by a premium financing company and the premium financing company, acting under a valid premium finance agreement with you, requests cancellation of the Policy due to non-payment of premium from you in the first twelve (12) months of the Policy Period, the earned premium shall be computed short-rate of the twelve- month policy term premium and the unearned premium shall be returned to the premium finance company. The effective date and hour of cancellation will be stated in such notice. Cancellation by us also cancels the Automatic Extended Reporting Period and any Optional Extended Reporting Period; the Policy Period, the Automatic Extended Reporting Period, and any Optional Extended Reporting Period will end on that date. If we cancel for the reason specified in Subparagraph (a), there shall be no return premium. If we cancel for reasons stated in Subparagraphs (b) or (c) in the first twelve (12) DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Policy Form: PERFORM-10002 (11-20) Page 19 of 20 months of the Policy Period, the earned premium shall be computed pro-rata of the twelve-month earned policy term premium. Payment of any return premium shall not be a condition of cancellation. 3.This Policy may be cancelled by the first Named Insured for any reason. In the event that the first Named Insured cancels the Policy, the earned premium shall be computed under the customary short rate table and procedure as a percentage of the total Policy premium stated in the Declarations, and we will return the corresponding unearned premium to the first Named Insured. Cancellation by the first Named Insured shall also cancel the Automatic Extended Reporting Period and any Optional Extended Reporting Period on the date of cancellation. 4.Notwithstanding the foregoing, if you report a Claim or First Party Claim to us prior to the date of cancellation, the Policy premium shall be considered 100% earned, and no premium shall be returned upon cancellation. H.No Limitation of Liability You shall not limit the liability of any Responsible Entity, except to collectible insurance, without our prior written approval. If you limit the liability of a Responsible Entity in a manner that fails to comply with the foregoing, our obligation to pay Loss arising out of any Claim or First Party Claim involving such Responsible Entity shall apply solely in excess of the collectible insurance that would have been available in the absence of the limitation of liability to such Responsible Entity or any person or entity for which the Responsible Entity is responsible. I.Your Bankruptcy Your bankruptcy or insolvency shall not relieve us of our obligations under this Policy. J.Authorization Clause By acceptance of this Policy, the first Named Insured shall be the sole agent of and shall act on behalf of the Insureds for all purposes as to the Policy, including but not limited to the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, providing and receiving notice of cancellation, termination, or nonrenewal, the giving of notices and reporting of First Party Claims, Claims and circumstances, for completing applications and the making of any statements or representations, for making any change to the Policy, and for the exercising or declining to exercise any right under this Policy, including the purchase of an Optional Extended Reporting Period. K.Severability of Policy Provisions If any material provision or clause of this Policy is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, that provision will immediately become null and void, leaving the remainder of this Policy in full force and effect. L.Severability of Insureds (Coverages B, C, D and E) Except with respect to the Limits of Liability and Self-Insured Retentions, the Authorization Clause of this Conditions Section and as otherwise provided in this Policy, this insurance applies as if each Insured were the only Insured and separately to each Insured against whom a Claim is made. M.Other Insurance This Policy is excess over the Self-Insured Retention and any other valid and collectible liability insurance available to you, whether such other insurance is stated to be primary, pro-rata, contributory, excess, contingent, self-insured or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other policy to th When any other insurance has a duty to defend a Claim, we will have no duty to defend the Claim; if no such other insurance defends the Claim, we will have the right but not the duty to defend the Claim. Under Coverage C only, when you are required by written contract, written agreement, or permit, executed prior to when the Pollution Claim was first made, to include any person or entity as an additional Insured, such coverage will be provided on a primary and non-contributory basis to the extent so required. N.Choice of Law DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 e Policy number in this Policy's Declarations. Policy Form: PERFORM-10002 (11-20) Page 20 of 20 All matters arising from or related to this Policy, including without limitation questions related to the validity, interpretation, performance, and enforcement of this Policy, all forms of contractual, tort and statutory shall be determined in accordance with the law and practice of the State of New York (notwithstanding O.Jurisdiction and Venue It is agreed that, in the event of any dispute arising from or related to this Policy, including without limitation questions related to the validity, interpretation, performance, and enforcement of this Policy, and all forms of contractual, tort and statutory claims, you and we will submit to the jurisdiction of any court (State or Federal) in New York and will comply with all the requirements necessary to give such court jurisdiction. Nothing in this clause constitutes or should be understood to constitute a waiver of your or our right to remove an action to the United States District Court, regardless of the jurisdiction in which an action is commenced. DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 claims, and all remedies and entitlement to costs or attorneys' fees in a dispute over any of the foregoing, New York's conflicts of law rules). Policy Form: PERFORM-10002 (11-20) POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I – Coverage A, and for all medical expenses caused by accidents under Section I – Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1.A separate Designated Construction Project General Aggregate Limit applies to each des- ignated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2.The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, ex- cept damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medi- cal expenses under Coverage C regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 3.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Con- struction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Ag- gregate Limit shown in the Declarations nor shall they reduce any other Designated Con- struction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Decla- rations, such limits will be subject to the appli- cable Designated Construction Project Gen- eral Aggregate Limit. MWZY 312554 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric & Renewables LLC 03/01/2023 03/01/2024MWZY31255423 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 The project(s) as specified in the written contracts or agreements. Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 B. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I – Coverage A, and for all medical expenses caused by accidents under Section I – Coverage C, which cannot be at- tributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Desig- nated Construction Project General Aggre-gate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-completed Operations Ag- gregate Limit, and not reduce the General Ag- gregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contract-ing parties deviate from plans, blueprints, de- signs, specifications or timetables, the project will still be deemed to be the same construction pro-ject. E. The provisions of Section III – Limits Of Insur-ance not otherwise modified by this endorsement shall continue to apply as stipulated. MWZY 312554 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 Baker Electric & Renewables LLC 03/01/2023 03/01/2024MWZY31255423 DocuSign Envelope ID: 5E137E8E-DB60-4623-8F1B-F85BD1E72B34 POLICY#: POLICY PERIOD: TO: COMMERCIAL GENERAL LIABILITY CG20011219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance (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 the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 0112 19 © Insurance Services Office, Inc., 2018 E-INSURED Page 1 of 1