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HomeMy WebLinkAbout25I100 - St. Francis Electric, LLCCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Blade Sign Installation Services St. Francis Electric, LLC Shenoa Townsend shenoa.townsend@sfe-inc.com On-call blade sign installation services. NTE $15,000 05/01/25 - 04/30/28 (3 Years) N/A Guy Smith Ryan Dunham Office of Neighborhoods Denise Goolsby Ext:8255 N/A 25I100 N/A Yes Yes N/A Department N/A No N/A N/A N/A 4/15/25 Kendall Bradley Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 1 CONTRACT SERVICES AGREEMENT 25I100 NEIGHBORHOOD BLADE SIGN INSTALLATION This Contract Services Agreement (“Agreement”) is made and entered into this 1st day of May, 2025, (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and St. Francis Electric, LLC, a California limited liability company, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a traffic signal maintenance company to provide on- call blade sign installations, (“Project”). B. Contractor has submitted to City a proposal to provide services for blade sign installation, to City under the terms of this Agreement. C. Contractor is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Contractor to provide such contract services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor agrees to perform the contract services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and contract services and that Contractor is experienced in performing the Work contemplated and, in light of such status and experience, Contractor covenants that it shall perform the the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Contract Documents. Intentionally Omitted. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 2 1.3 Compliance with Law. Contractor warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits, Fees, and Assessments. Contractor represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Contractor to perform the Work and Services under this Agreement. 1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Contractor discover any latent or unknown conditions that will materially affect the performance of the Services, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the City. 2.COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of $15,000 ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit “B”), in any month in which Contractor wishes to receive payment, Contractor shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the services performed by Contractor and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 3 the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Contractor within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 3 years commencing on the Effective Date, and ending on April 30, 2028 unless extended by mutual written agreement of the Parties. 3.2 Termination Prior to Expiration of Term. The City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 3.3 Schedule of Performance. Intentionally omitted. 3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 4 the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4. COORDINATION OF WORK 4.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Guy Smith, President. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of Contractor. City will deal directly with and will make all payments to Contractor. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor from any liability under this Agreement without the express written consent of City. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 5 4.4 Independent Contractor. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make Contractor a City employee. A.During the performance of this Agreement, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of its officers, employees, or agents, except as set forth in this Agreement. Contractor, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Contractor’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Contractor shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Contractor in its business or otherwise a joint venturer or a member of any joint enterprise with Contractor. B. Contractor shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Contractor, its officers, employees, or agents in connection with any performance under this Agreement. Except for contract fees paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Contractor, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Contractor’s officers, employees, servants, representatives, subcontractors, or agents, Contractor shall indemnify City for all such financial obligations. 4.5 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 6 B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 5. INSURANCE 5.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Contractor's performance of Work under this Agreement, including Contractor's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for contract liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does not provide the certification under (a), Contractor shall procure from the contract liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an “occurrence” basis, Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 7 the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers’ Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Contractor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self- insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Contractor’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Contractor under this Agreement: A. For any claims related to this Agreement, Contractor’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 8 including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Contractor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Contractor’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Contractor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. G. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Contractor shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 9 K. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. L. Contractor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor’s activities or the activities of any person or person for which the Contractor is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A."The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 10 In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 Design Contract Services Indemnification and Reimbursement . If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 7. REPORTS AND RECORDS 7.1 Accounting Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 11 Contract Officer shall require. Contractor acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Contractor agrees that Contractor shall promptly notify the Contract Officer the estimated increased or decreased cost if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Contractor is providing design services, Contractor shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all resulting damages. Contractor may retain copies of such documents for their own use. Contractor shall have an unrestricted right to use the concepts embodied tin this Agreement. Contractor shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Contractor fails to secure such assignment, Contractor shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Contractor in the performance of this Agreement shall be considered confidential and shall not be released by Contractor without City’s prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 12 language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Contractor. Contractor’s failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Contractor in writing of such default. Contractor shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Contractor fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Contractor shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.2. B. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3(A), take over the work and prosecute the same to completion by contract or otherwise. The Contractor shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Contractor shall not limit Contractor’s liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 13 obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. Intentionally Omitted. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 14 personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Contractor: St. Francis Electric, LLC Attention: Guy Smith 975 Carden Street San Leandro, CA 94577 Telephone: (510) 639-6039 10.3 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 15 he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 16 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND ST. FRANCIS ELECTRIC, LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: ____________________________ By: ________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A____ Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 4/29/2025 5/6/2025 5/6/2025 (BB&K 2024) 17 EXHIBIT “A” SCOPE OF SERVICES Contractor shall install community supplied blade style street name signs with contractor supplied brackets and banding, at the prices shown on the proposal provided in Exhibit "B". Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 18 EXHIBIT “B” SCHEDULE OF COMPENSATION Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (951)906-7626 - 2100 Iowa Ave, Riverside, CA 92507 St. Francis Electric 2100 Iowa Ave Riverside, California 92507 (951) 906-7626 www.stfranciselectric.com April 10, 2025 Ms. Denise Goolsby Office of Neighborhoods, Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Job Name: Time and Material On-Call Traffic Signal Assistance Job Location: City of Palm Springs Dear Ms. Goolsby, We offer to provide services, installing community supplied blade style street name signs with SFE supplied brackets and banding, on the terms and conditions stated below and at the prices shown as follows: •Rate Per qty. 1-2 Neighborhood Provided Signs, inclusive of labor, equipment, “L” brackets, and banding…$625.00 (This applies only when ONE (1) – TWO (2) signs are being installed.) •Rate Per qty. 3-4 Neighborhood Provided Signs, inclusive of labor, equipment, “L” brackets, and banding…$1,004.00 (This applies only when THREE (3) – FOUR (4) signs are being installed.) •Rate Per qty. 5 – 8 Neighborhood Provided Signs, inclusive of labor, equipment, “L” brackets, and banding…$1,500.00 (This applies only when FIVE (5) – EIGHT (8) signs are being installed.) All requested work must be scheduled with the SFE project manager in advance, and all signs must be made available upon requesting and/or approving work. Any return trips, for example, due to signs not being made available, changes in locations or location information being incorrect, construction work impeding the location, etc. will result in extra costs at the time and materials rates for labor and equipment as noted below. Hourly Labor Rates for Work within the County of San Bernardino per the DIR: Description Regular Time Over Time Double Time/Holiday Journeyman $94.00 $135.00 $183.00 Foreman $101.00 $145.00 $190.00 Hourly Equipment Rates: Description Per Hour Bucket Truck $33.00 Arrow board $15.00 Service Truck $30.00 Nothing outside of supplying L brackets and banding, and installing Neighborhood provided blade street name signs, is included. Anything outside of this would require further authorization. This offer shall expire the date that the traffic signal maintenance contract between City of Palm Springs and St Francis Electric ends and may be resubmitted at that time to reflect any cost increases, etc. and may be withdrawn by us at any time prior thereto with notice. This offer supersedes any prior offers, commitment, or orders, contains all terms, conditions and warranties and when accepted, constitutes the entire contract between the parties. The resulting contract shall not be modified except by formal written amendment. This offer shall be accepted by delivery of a copy of this offer duly signed by the City of Palm Springs, Office of Neighborhoods. Respectfully, ACCEPTED Shenoa Townsend CITY OF PALM SPRINGS, OFFICE OF NEIGHBORHOODS Shenoa Townsend BY: ___________________________________ St. Francis Electric RiversideOffice (951) 906-7626 Mobile TITLE: _________________________________ Shenoa.townsend@sfe-inc.com DATE : _________________________________ Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 (BB&K 2024) 19 EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 Guy Smith St Francis Electric LLC President 4/29/2025 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 THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT 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 HIRED AUTOS ONLY 3/27/2025 Edgewood Partners Insurance Center 1390 Willow Pass Rd,Ste 800 Concord CA 94520 Sara Dorrisey 925-822-9009 925-887-6815 sara.dorrisey@epicbrokers.com License#:0B29370 National Union Fire Ins Co of Pittsburg 19445 STFRANC3 Allied World National Assurance Company 10690St.Francis Electric,LLC 975 Carden Street San Leandro CA 94577 New Hampshire Insurance Company 23841 Illinois Union Insurance Company 27960 101121109 A X 2,000,000 X 500,000 25,000 2,000,000 4,000,000 X Y Y GL5342018 4/1/2025 4/1/2026 4,000,000 A 2,000,000 X Y Y CA4773676 4/1/2025 4/1/2026 B X 10,000,000 X 03102673 4/1/2025 4/1/2026 10,000,000 C X Y Y WC072113167 4/1/2025 4/1/2026 2,000,000 2,000,000 2,000,000 D Professional Liability Pollution Liability Y Y COOG47457774002 4/1/2025 4/1/2026 Ea.Act/Aggregate Ea.Condition/Agg 1,000,000 5,000,000 RE:SFE Job #21-0248,RFP #05-21,Traffic Signal Maintenance,Palm Springs,CA. Additional Insured(s):The City of Palm Springs,its officials,employees and agents. When required by written contract,Additional Insured status with Primary and Non-Contributory coverage applies to General Liability,Auto Liability,and Pollution Liability and Waiver of Subrogation applies to General Liability,Auto Liability,Workers Compensation,and Pollution Liability all as per the attached endorsements. 30 days notice of cancellation as per the attached endorsements. Excess Liability underlying policies include General Liability,Automobile Liability and Employers Liability. City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs CA 92262 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 This endorsement, effective 12:01 A.M.forms a part of policy No.issued to by ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: 87950 (10/05) Authorized Representative orCountersignature (in States WhereApplicable) Page 1 of 1 I. SECTION II - LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by said contract or agreement. 04/01/2025 CA 477-36-76 ST. FRANCIS ELECTRIC, LLC NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Any person or organization for whom you are contractually bound to provide Additional Insured status but only to the extent of such person's or organization's liability arising out of the use of a covered "auto". Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 This endorsement,effective12:01A.M.formsa partof policyNo.issued to by This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM All other terms and conditions remain unchanged. Authorized Representative or 74445 (10/99) Countersignature (in States WhereApplicable) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS Section IV - Business Auto Conditions, B., General Conditions, 5., Other Insurance, c., is amended by the addition of the following sentence: The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed prior to the date of accident. We will not ask any insurer that has issued other insurance to such additional insured to contribute to the settlement of loss arising out of such accident. ENDORSEMENT 04/01/2025 CA 477-36-76 ST. FRANCIS ELECTRIC, LLC NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 POLICY NUMBER: POLLUTION LIABILITY - BROADENED COVERAGE FOR COVERED AUTOS - BUSINESS AUTO AND MOTOR CARRIER COVERAGE FORMS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM COMMERCIAL AUTO CA 99 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 99 48 10 13 Insurance Services Office, Inc., 2011 Page 1 of 1 With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. Covered Autos Liability Coverage is changed as follows: 1.Paragraph a. of the Pollution Exclusion ap- plies only to liability assumed under a con- tract or agreement. 2.With respect to the coverage afforded by Paragraph A.1. above, Exclusion B.6. Care, Custody Or Control does not apply. B. Changes In Definitions For the purposes of this endorsement, Para- graph D. of the Definitions Section is replaced by the following: D."Covered pollution cost or expense" means any cost or expense arising out of: 1.Any request, demand, order or statutory or regulatory requirement that any "in- sured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or 2.Any claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, clean- ing up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escape of "pollutants": a.Before the "pollutants" or any prop- erty in which the "pollutants" are contained are moved from the place where they are accepted by the "in- sured" for movement into or onto the covered "auto"; or b.After the "pollutants" or any property in which the "pollutants" are con- tained are moved from the covered "auto" to the place where they are finally delivered, disposed of or aban- doned by the "insured". Paragraphs a. and b. above do not apply to "accidents" that occur away from premises owned by or rented to an "in- sured" with respect to "pollutants" not in or upon a covered "auto" if: (1)The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2)The discharge, dispersal, seepage, mi- gration, release or escape of the "pol- lutants" is caused directly by such upset, overturn or damage. CA 477-36-76 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 POLICY NUMBER: CA 477-36-76 COMMERCIAL AUTO CA 20 70 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COVERAGE FOR CERTAIN OPERATIONS IN CONNECTION WITH RAILROADS This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIERS COVERAGE FORM With respect to coverage provided under 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 indi- cated below. SCHEDULE Scheduled Railroad Designated Job Site Any Railroad Organization whom has granted you. With respect to the use of a covered "auto" in operations for or affecting a railroad designated in the Schedule at a Designated Job Site, the two exceptions contained in the definition of "insured contract" relating to construction or demolition operations performed within 50 feet of a railroad do not apply. CA 20 70 10 13 Insurance Services Office, Inc., 2011 Page 1 of 1 Named Insured: St. Francis Electric, LLC Endorsement Effective Date: 04/01/2025 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE FORM 62897 (6/95) AUTHORIZED REPRESENTATIVE ENDORSEMENT This endorsement, effective 12:01 A.M. policy No.issued to by This endorsement modifies insurance provided under the following: WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (2) (1) The contract or agreement was entered into prior to any "accident" or "loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee. Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add: The "accident" or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and However, we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: 04/01/2025 forms a part of CA 477-36-76 ST. FRANCIS ELECTRIC, LLC NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 This endorsement, effective 12:01 A.M.forms a part of Policy No.issued to By LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL 107414 (03/11) Authorized Representative Page 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. All other terms, conditions and exclusions shall remain the same. TO ENTITIES OTHER THAN THE FIRST NAMED INSURED Insurer, This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the First Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and has provided to the Insurer , either directly or through its broker of record, the email address of a contact at each such entity; and 3. the Insurer received this information after the First Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 30 days after the First Named Insured provides such information to the Insurer ; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the First Named Insured provides such information to the Insurer . Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured , will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following Definitions apply to this endorsement: 1.First Named Insured means the Named Insured shown on the Declarations Page of this policy. 2.Insurer means the insurance company shown in the header on the Declarations page of this policy. ENDORSEMENT # 04/01/2025 CA 477-36-76 ST. FRANCIS ELECTRIC, LLC NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 POLICY NUMBER: This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: COMMERCIAL GENERAL LIABILITY CG 20 12 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS GL 534-20-18 ANY AND ALL STATE OR POLITICAL SUBDIVISIONS CONTRACTUALLY REQUIRING ADDITIONAL INSURED STATUS IN CONNECTION WITH ISSUANCE OF PERMITS TO YOU, RELATING TO PREMISES. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, subject to the following provisions: 1.This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2.This insurance does not apply to: a."Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b."Bodily injury" or "property damage" included within the "products-completed operations hazard". B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 12 12 19 Page ofInsurance Services Office, Inc., 2018 1 1 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s) Of Covered Operations COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Insurance Services Office, Inc., 2018CG 20 10 12 19 Page 1 of 2 A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. GL 534-20-18 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 Insurance Services Office, Inc., 2018Page 2 of 2 CG 20 10 12 19 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location And Description Of Completed Operations COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 Insurance Services Office, Inc., 2018 Page 1 of 1 CG 20 37 12 19 Page ofInsurance Services Office, Inc., 2018 0 0 CG 20 37 12 19Page of Insurance Services Office, Inc., 2018 0 0 GL 534-20-18 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION Policy # GL 534-20-18 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 ENDORSEMENT This endorsement, effective 12:01 A.M. 04/01/2025 forms a part of Policy No. GL 534-20-18 issued to ST FRANCIS ELECTRIC, LLC by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. AMENDMENT OF LIMITS OF INSURANCE (Per Project or Per Location Aggregate Limit) $ $ $ This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM I.Your policy is amended to include either a Per Project General Aggregate Limit, a Per Location General Aggregate Limit or a Per Project and Per Location General Aggregate Limit. Please select only one of the following: [ ] Per Project General Aggregate Limit [ ] Per Location General Aggregate Limit [ ] Per Project and Per Location General Aggregate Limit IF NEITHER OF THESE BOXES ARE CHECKED, THIS ENDORSEMENT IS VOID. IF MORE THAN ONE OF THE THESE BOXES ARE CHECKED, THIS ENDORSEMENT IS VOID. II. SECTION III - LIMITS OF INSURANCE , is amended to include the following: 1.The Limits of Insurance and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2.The General Aggregate Limit is the most we will pay for the sum of: a.Medical expenses under Coverage C; b.Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the products-completed operations hazard"; and c.Damages under Coverage B. 3.The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 4.Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5.Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a.Damages under Coverage A; and b.Medical expenses under Coverage C X 4,000,000 86681 (9/04)Includes copyrighted material of Insurance Services Office, Inc. with its permission.Page 1 of 2 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 Authorized Representative orCountersignature (in States WhereApplicable) $ $ $ $ $ $ $ because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6.Subject to 5. above, the Damage to Premises Rented To You Limit is the most we will pay under Coverage A because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7.Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8.Subject to 2., 4., 5., 6., and/or 7. above, the Per Project Aggregate Limit is the most we will pay under Coverages A, B, and C combined for the sum of: a.Damages under Coverage A; b.Damages under Coverage B; and c.Medical Expenses under Coverage C arising out of any single Project described above. 9.Subject to 2., 4., 5., 6., and/or 7. above, the Per Location Aggregate Limit is the most we will pay under Coverages A, B, and C combined for the sum of: a.Damages under Coverage A; b.Damages under Coverage B; and c.Medical expenses under Coverage C arising out of the any single Location described above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. III.The Limits of Insurance shown in the Declarations are deleted in their entirety and replaced by the Limits of Insurance set forth below. Limits of Insurance General Aggregate Limit Each Occurrence Products-Completed Operations Aggregate Limit Personal & Advertising Injury Limit Damage to Premises Rented to Medical Expense Limit Per Project General Aggregate Limit, Per Location General Aggregate Limit or Per Project and Per Location General Aggregate Limit IV. SECTION V - DEFINITIONS, is amended to include the following: 23."Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway, or right-of-way railroad. All other terms and conditions of this policy remain the same. 10,000,000 2,000,000 4,000,000 2,000,000 500,000 25,000 4,000,000 86681 (9/04)Includes copyrighted material of Insurance Services Office, Inc. with its permission.Page 2 of 2 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 POLICY NUMBER: CONTRACTUAL LIABILITY - RAILROADS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Scheduled Railroad:Designated Job Site: COMMERCIAL GENERAL LIABILITY CG 24 17 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 24 17 10 01 ISO Properties, Inc., 2000 Page 1 of 1 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to operations performed for, or affecting, a Scheduled Railroad at a Designated Job Site, the definition of "insured contract" in the Definitions section is replaced by the following: 9."Insured Contract" means: a.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"; b.A sidetrack agreement; c.Any easement or license agreement; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an in- demnification 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" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or sur- veyor for injury or damage arising out of: (a)Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, re- ports, surveys, field orders, change orders or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2)Under which the insured, if an architect, engineer or surveyor, assumes liability for an in- jury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities. GL 534-20-18 ANY RAILROAD ORGANIZATION WHOM HAS GRANTED YOU AN EASEMENT FOR ANY JOB SITE TO PERMIT YOU TO PERFORM WORK AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 Page 12 of 16 Insurance Services Office, Inc., 2012 CG 00 01 04 13 primary, our obligations are not affected un- less any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b.Excess Insurance (1)This insurance is excess over: (a)Any of the other insurance, whether primary, excess, contingent or on any other basis: (i)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii)That is Fire insurance for premises rented to you or temporarily occu- pied by you with permission of the owner; (iii)That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or tempo- rarily occupied by you with per- mission of the owner; or (iv)If the loss arises out of the main- tenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A - Bodily Injury And Property Damage Liability. (b)Any other primary insurance available to you covering liability for damages arising out of the premises or opera- tions, or the products and completed operations, for which you have been added as an additional insured. (2)When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3)When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b)The total of all deductible and self-insured amounts under all that other insurance. (4)We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance pro- vision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all of the other insurance permits contri- bution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contri- bute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5.Premium Audit a.We will compute all premiums for this Coverage Part in accordance with our rules and rates. b.Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c.The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6.Representations By accepting this policy, you agree: a.The statements in the Declarations are accu- rate and complete; b.Those statements are based upon re- presentations you made to us; and c.We have issued this policy in reliance upon your representations. 7.Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in Policy #GL 534-20-18 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 CG 00 01 04 13 Insurance Services Office, Inc., 2012 Page 13 of 16 this Coverage Part to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9.When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named In- sured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be suffi- cient proof of notice. SECTION V - DEFINITIONS 1."Advertisement" means a notice that is broad- cast or published to the general public or speci- fic market segments about your goods, pro- ducts or services for the purpose of attracting customers or supporters. For the purposes of this definition: a.Notices that are published include material placed on the Internet or on similar elec- tronic means of communication; and b.Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting custo- mers or supporters is considered an adver- tisement. 2."Auto" means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 3."Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in Paragraph a. above; (2)The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communi- cation; provided the insured's responsibility to pay damages is determined in a "suit" on the me- rits, in the territory described in Paragraph a. above or in a settlement we agree to. 5."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 6."Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 7."Hostile fire" means one which becomes un- controllable or breaks out from where it was in- tended to be. 8."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defec- tive, deficient, inadequate or dangerous; or b.You have failed to fulfill the terms of a cont- ract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 9."Insured contract" means: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 POLICY NUMBER: Insurance Services Office, Inc., 2018 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 This endorsement modifies insurance provided under the following: SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 24 04 12 19 The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS GL 534-20-18 PURSUANT TO APPLICABLE WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 This endorsement, effective 12:01 A.M.forms a part of Policy No.issued to By LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL 107414 (03/11) Authorized Representative Page 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. All other terms, conditions and exclusions shall remain the same. TO ENTITIES OTHER THAN THE FIRST NAMED INSURED Insurer, This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the First Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and has provided to the Insurer, either directly or through its broker of record, the email address of a contact at each such entity; and 3. the Insurer received this information after the First Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 30 days after the First Named Insured provides such information to the Insurer ; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the First Named Insured provides such information to the Insurer. Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following Definitions apply to this endorsement: 1.First Named Insured means the Named Insured shown on the Declarations Page of this policy. 2.Insurer means the insurance company shown in the header on the Declarations page of this policy. ENDORSEMENT# 04/01/2025 GL 534-20-18 ST. FRANCIS ELECTRIC, LLC NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 This endorsement, effective 12:01 AM forms a part of Policy No. Issued to By LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL TO ENTITIES OTHER THAN THE NAMED INSURED WC 99 00 56 (Ed. 04/11) (WORKERS' COMPENSATION ONLY) All other terms, conditions and exclusions shall remain the same. AUTHORIZED REPRESENTATIVE This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and the Named Insured has provided to the Insurer, either directly or through its broker of record, the email address of a contact at each such entity; and 3. the Insurer received this information after the Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 30 days after the Named Insured provides such information to the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the Named Insured provides such information to the Insurer. Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following definitions apply to this endorsement: 1.Named Insured means the insured first named employer in Item 1 of the Information Page of this policy. 2.Insurer means the insurance company shown in the header on the Information Page of this policy. 04/01/2025 WC 072 11 3167 ST. FRANCIS ELECTRIC, LLC NEW HAMPSHIRE INSURANCE COMPANY Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM forms a part of Policy No. Issued to By We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be % of the total estimated workers compensation premium for this policy. WC 04 03 61 Countersigned by ______________________________ (Ed. 11/90) Authorized Representative 04/01/2025 WC 072 11 3167 ST. FRANCIS ELECTRIC, LLC NEW HAMPSHIRE INSURANCE COMPANY 2.00 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 PF-49723 (10/17)Page 5 of 22 D.“Legal defense expenses” reduce the Limits of Liability identified in the Declarations to this Policy, and, unless specifically stated otherwise herein, any applicable Limits or Sublimits of Liability identified in any endorsement hereto. “Legal defense expenses” shall also be applied to the “self-insured retention”. E.The Insurer shall present all settlement offers to the “insured”. If the Insurer recommends a settlement which is acceptable to a claimant, exceeds any applicable “self-insured retention”, is within the Limits of Liability, and does not impose any additional unreasonable burdens on the “insured”, and the “insured” refuses to consent to such settlement offer, then the Insurer’s duty to defend shall end. Thereafter, the “insured” shall defend such “claim” independently and at the “insured’s” own expense. The Insurer’s liability shall not exceed the amount for which the “claim” could have been settled if the Insurer’s recommendation had been accepted, exclusive of the “self-insured retention”. F.Solely with respect to coverage afforded pursuant to Coverage D.of this Policy, in the event that the “named insured” and the Insurer do not agree that the “loss” proposed by the “named insured” is reasonable and necessary, the parties agree to submit such dispute to any standard form of alternative dispute resolution acceptable to the parties. If the parties cannot agree on the particular form of alternative dispute resolution, then the dispute shall be submitted for arbitration via the American Arbitration Association and administered pursuant to its Commercial Arbitration Rules. Judgment on the arbitration award may be entered into any court having jurisdiction. IV. COVERAGE TERRITORY The coverage afforded pursuant to this Policy shall only apply to “covered professional services”, “covered operations” and “transportation” performed, and “claims” made, within the United States of America. V. DEFINITIONS A. “Additional insured” means: 1.Any person or entity specifically endorsed onto this Policy as an “additional insured”, if any. Such “additionalinsured”shallmaintainonlythoserightsthatarespecifiedbyendorsementtothisPolicy;and 2.All clients, or other persons or entities, which a “named insured” is required by written contract or agreement with its client to secure such coverage, but solely with respect to “covered operations”, “completed operations” or “transportation” performed for that client (hereinafter Client Additional Insureds). Such Client Additional Insureds are covered solely with respect to their vicarious liability for a monetary judgment, award or settlement of compensatory damages, including associated “extra damages”, to which this insurance applies. B. “Adverse media coverage”means national or regional news exposure in television, radio, print or internet media that is reasonably likely to have a negative impact on the “insured” with respect to its income, reputation, community relations, public confidence or good will. C. “Affirmative claim”means a written demand, including, but not limited to, a lawsuit, petition, demand for arbitration, or demand for mediation, instituted by a “named insured” against all applicable “responsible professionals” seeking compensation for its compensatory damages. “Affirmative claim”does not mean a demand or proceeding for non-monetary or injunctive relief. D. “Bodily injury”means physical injury, illness, disease, mental anguish, emotional distress, or shock, sustained by any person, including death resulting therefrom, and any prospective medical monitoring costs that are intended to confirm any such physical injury, illness or disease. E. “Catastrophe management costs”means reasonable and necessary expenses approved by the Insurer, in writing, except for those expenses incurred during the same seven (7) day period associated with “emergency response costs”, which have been incurred by the “insured” for the following: 1.Responsive consulting services rendered by a “catastrophe management firm”; 2.Printing, advertising, mailing of materials of public relations materials; 3.Travel by directors, officers, employees or agents of the “insured”, or the “catastrophe management firm”, incurred at the direction of a “catastrophe management firm”; 4.To secure the scene of a “pollution condition” or “site environmental condition”; or POLICY NUMBER: COO G47457774 002 Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 PF-49723 (10/17)Page 19 of 22 basis over the remainder of the “policy period”.Notwithstanding the foregoing,in the event a “claim” is first made against an “insured”,or a “wrongful act”,“pollution condition”or “site environmental condition”is first discovered by an “insured”,during the “policy period”,to which this insurance may apply,in whole or in part,then any remaining unearned premium,if any,shall be deemed immediately earned upon such event.Any unearned premium amounts due the “first named insured” upon cancellation of this Policy shall be calculated on a pro rata basis and refunded within thirty (30) days of the effective date of cancellation. B.Inspection and Audit To the extent of the “insured’s”ability to provide such access,and with reasonable notice to the “insured”, the Insurer shall be permitted,but not obligated,to inspect the “insured’s”property and/or operations. Neither the Insurer’s right to make inspections,the making of said inspections,nor any report thereon shall constitute an undertaking,on behalf of or for the benefit of the “insured”or others,to determine or warrant that such property or operations are safe or in compliance with applicable law. The Insurer may examine and audit the “insured’s”books and records during this “policy period”and extensions thereof and within three (3) years after the final termination of this Policy. C.Legal Action Against the Insurer No person or organization other than an “insured” has a right pursuant to this Policy: 1.To join the Insurer as a party or otherwise bring the Insurer into a suit against any “insured”; or 2.To sue the Insurer in connection with this insurance unless all of the Policy terms have been fully complied with. A person or organization may sue the Insurer to recover after an agreed settlement or on a final judgment against an “insured”.However,the Insurer shall not be liable for amounts that are not payable pursuant to the terms of this Policy or that are in excess of the applicable Limit of Liability.An agreed settlement means a settlement and release of liability signed by the Insurer,the “insured”,and the claimant or the claimant’s legal representative. Coverage E. Notwithstanding the foregoing,and solely with respect to coverage afforded pursuant to Coverage E.of this Policy,no action shall lie against the Insurer unless,as a condition precedent thereto,there has been full compliance with all of the terms and conditions of this Policy,and both the “responsible professionals”liability and the amount of the “responsible professionals’”obligations to pay have been finally determined either by final judgment against the “responsible professionals”after an actual contested “affirmative claim”or by the “named insured’s”written settlement with the “responsible professionals” to which the Insurer has given its prior written approval. D.Bankruptcy The insolvency or bankruptcy of any “insured”,or any “insured's”estate,shall not relieve the Insurer of its obligations pursuant to this Policy.However,any such insolvency or bankruptcy of the “insured”,or the “insured’s”estate,shall not relieve the “insured”of its “self-insured retention”obligations pursuant to this Policy.This insurance shall not replace any other insurance to which this Policy is excess,nor shall this Policy drop down to be primary, in the event of the insolvency or bankruptcy of any underlying insurer. E.Subrogation In the event of any payment pursuant to this Policy by the Insurer,the Insurer shall be subrogated to all of the rights of recovery against any person or organization,and the “insured”shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights.All “insureds”shall do nothing to prejudice such rights.Any recovery as a result of subrogation proceedings arising pursuant to this Policy shall accrue first to the "insureds"to the extent of any payments in excess of the limit of coverage;then to the Insurer to the extent of its payment pursuant to the Policy;and then to the "insured" to the extent of the “self-insured retention”.Expenses incurred in such subrogation proceedings shall be apportioned among the interested parties in the recovery in the proportion that each interested party's share in the recovery bears to the total recovery. Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 PF-49723 (10/17)Page 20 of 22 Notwithstanding the foregoing,the Insurer hereby waives its rights to subrogate against all clients of a “named insured”where such waiver is required by written contract or agreement executed between a “named insured”and such client prior to the relevant “claim”or discovery of a “wrongful act”,“pollution condition” or “site environmental condition” to which this insurance applies. Coverage E. Notwithstanding the foregoing,and solely with respect to coverage afforded pursuant to Coverage E.of this Policy,,the “named insured”agrees to provide a written transfer to the Insurer any rights against other “responsible professionals”that the “named insured”obtains pursuant to Section VII.,NOTICE AND COOPERATION,Subsection F.,of this Policy if the "named insured"has reasonably elected not to pursue same in furtherance of its "affirmative claim".The "named insureds"agree not to do anything to prejudice those rights. F.Representations By accepting this Policy, the “first named insured” agrees that: 1.The statements in the Declarations,schedules and endorsements to,and Application for,this Policy are accurate and complete; 2.Those statements and representations constitute warranties that the “first named insured”made to the Insurer; and 3.This Policy has been issued in reliance upon the “first named insured’s” warranties. G.Separation of Insureds Except with respect to the Limits of Liability,Cancellation condition 2.a.,and any applicable exclusions, this Policy applies: 1.As if each “named insured” were the only “insured”; and 2.Separately to each “named insured” against whom a “claim” is made, and any fraud,misrepresentation,breach of a condition or violation of any duty (hereinafter Breach)by an “insured”shall not prejudice coverage for any “named insured”pursuant to this Policy,provided that: 1)such “named insured’did not participate in,know of or assist in such Breach;and 2)such “named insured”is not a parent,subsidiary,partner,member,director,officer of,employer of or otherwise affiliated with, the “insured” that committed such Breach. H.Other Insurance Coverage A. 1.If other valid and collectible insurance is available to any “insured”covering a “loss”also covered by this Policy,other than a policy that is specifically written to apply in excess of this Policy,the insurance afforded by this Policy shall apply in excess of and shall not contribute with such other insurance. Coverages B. and C. 2.If other valid and collectible insurance is available to any “insured”covering “loss”also covered by this Policy,this insurance shall apply as primary insurance.The Insurer’s obligations are not affected unless any other applicable,unaffiliated insurance is also determined to be primary.In that event,the Insurer shall share with the insurer underwriting such other insurance by the method described in Paragraph 2., below. 3.Method of Sharing If all of the other insurance permits contribution by equal shares,the Insurer shall follow this method also.Pursuant to this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,the Insurer shall Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2 PF-49723 (10/17)Page 21 of 22 contribute by limits.Pursuant to this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 4.Excess Notwithstanding anything to the contrary contained herein,any coverage provided by this Policy shall be excess over and shall not contribute with any other policy of insurance issued in relation to a specific project,including,but not limited to,any owner-controlled insurance program,contractor- controlled insurance program,owner’s protective policy,wrap-up policy,builder’s risk policy, installation risk policy or any other similar insurance,policy or program,whether such other insurance, policy or program is issued on a primary, excess, contributory, contingent or other basis. Primary Non-Contributory By Contract 5.Notwithstanding the foregoing,and solely with respect to coverage afforded pursuant to Coverage B. of this Policy,the insurance afforded by this Policy shall apply as primary to,and not contributory with respect to,any such other insurance that is directly procured by a client for its own benefit.; provided that:a)such primary and non-contributory insurance obligation is required by written contract or agreement executed between a “named insured”and such client prior to the relevant “claim”or discovery of a “pollution condition”or “site environmental condition”to which this insurance applies;and b)the scope of the Insurer’s agreement not to seek contribution,herein,shall be further limited to the specific requirements of such written contract or agreement. I.Changes and Assignment Notice to or knowledge possessed by any person shall not effect waiver or change in any part of this Policy or estop the Insurer from asserting any right pursuant to the terms of this Policy.The terms,definitions, conditions,exclusions and limitations of this Policy shall not be waived or changed,and no assignment of any interest in this Policy shall bind the Insurer, except as provided by endorsement and attached to this Policy. J.Headings The descriptions in the headings and sub-headings of this Policy are inserted solely for convenience and do not constitute any part of the terms or conditions hereof. K.Consent Where the consent of the Insurer,or an “insured”,is required pursuant to this Policy,such consent shall not be unreasonably withheld, delayed, conditioned, or denied. L.Supplementary Payments With respect to any covered “claim”or “emergency claim”that the Insurer investigates,settles or defends pursuant to this Policy, the insurer shall pay for: 1.All internal expenses incurred by the Insurer; 2.All reasonable expenses incurred by an “insured”at our request to assist us in the investigation, settlement or defense of the “claim”or “emergency claim”,including loss of earnings because of time off work,up to the aggregate amount of five thousand dollars ($5,000)per “pollution condition” or “site environmental condition”; 3.All court costs taxed against the “insured”in a suit,but such costs shall not include attorneys’fees or attorneys’ expenses taxed against the “insured”; and 4.Up to five thousand dollars ($5,000)in civil fines,sanctions or penalties levied against the “named insured”pursuant to the American with Disabilities Act of 1990 or the Occupational Safety and Health Act.Coverage afforded pursuant to this Supplementary Payment is subject to the internal laws of the applicable jurisdiction regarding the insurability of such fines,sanctions and penalties. The maximum amount that the Insurer shall pay pursuant to this Supplementary Payment shall be fifteen thousand dollars ($15,000),regardless of the number of “claims”,“emergency responses”, “wrongful acts”, “pollution conditions” or “site environmental conditions”. The Supplementary Payments identified above shall not be subject to the “self-insured retention”of this Policy,but shall,with the exception of internal expenses incurred by the Insurer in Paragraph 1.,above, Docusign Envelope ID: 880CBCAD-EFC7-4F33-85E7-5E42033E24E2