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HomeMy WebLinkAboutC-7197-1 - Installation Funding Agreement for Make-Ready StubstT' �=- AMENDMENT NO. ONE TO INSTALLATION FUNDING AGREEEMNT U WITH EVGO SERVICES LLC FOR MAKE-READY STUBS THIS AMENDMENT NO. ONE TO INSTALLATION FUNDING AGREEMENT ("Amendment No. One") is made and entered into as of this 27th day of February, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and EVGO SERVICES LLC, a Delaware limited liability company ("Consultant'), whose address is 11390 West Olympic Blvd, Suite 250, Los Angeles, CA 90064, and is made with reference to the following: RECITALS A. On September 1, 2017, City and Consultant entered into an Installation Funding Agreement ("Agreement') for EVgo to fund, coordinate, and oversee the installation of Make -Ready Stubs at certain City -owned property ('Project'). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SERVICES TO BE PERFORMED Exhibit A to the Agreement is amended in its entirety and replaced with the Scope of Work and Schedule of Billing Rates, attached hereto as Exhibit A and incorporated herein by reference ("Installation Activities"). The City may elect to delete certain Services within the Scope of Work at its sole discretion. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 2-77.7 I A in City ATTEST: //, I� Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: ��1oil�c- By. 0 oa as is Dave iff City Manager By: IAAAX�/UW�� Leilani I. Brown City Clerk CONSULTANT: EvGO Services LLC, a Delaware limited liability company Date: Signed in Counterpart By: David Schembri Chief Executive Officer Signed in Counterpart BV: Chris O'Donnell Chief Financial Officer [tNU OF SIGNATURES] Attachments: Exhibit A — Scope of Work and Schedule of Billing Rates EvGO Services LLC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: J By: Aaron L. liar D2.aa'x City Attorney aw ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Dave Kiff City Manager CONSULTANT: EvGO Services LLC, a Delaware limited liabi ity company Date: 2 "Z!5 By' Chiet�Exxe u NdDZeLdr Date: cY/ Chris O'Donnell Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Work and Schedule of Billing Rates EvGO Services LLC Page 2 EXHIBIT A SCOPE OF WORK AND SCHEDULE OF BILLING RATES Contractor: ABM Electrical & Lighting Solutions, Inc. Scope of Work: See attached. EvGO Services LLC Page A-1 g8 tl 2 8 �S� 3 Blit Ila » a » ea ,4 z� s - E 1 10 t S zr x :gaol � -' � �E^� e��e iE+`£'g oEM1�a�C�tlCaYa=Qauf^ 3Ecia5 2��ea �. �'^c aE .t=i9i9 QE; a tea5c aEg9)9Se+-' ceE$ 1 g5 C3fy='g9a`-3Ls'f-` `_aEec `e 8agfre 0°2 �A' 34 i;a -c&cz=c= fr ✓� 5 a E.^'.855 p8a cs ve^a� 3 S 8 0.8i 16 i E �cEvgm £S •YS $ `� 8' Esge 8' °� S m 5 a a;ea E=�B�a s` s En i -.:G .3 „x LLFo Gs" ea `Eq 8W f b � 8�9 E ' 8 - � a= 5¢ E91 � �OF�oB [ eF�BE off zzE _ _- CITY CILRK INSTALLATION FUNDING AGREEMENT WITH EVGO SERVICES LLC FOR MAKE-READY STUBS THIS INSTALLATION FUNDING AGREEMENT ("Agreement") is made and entered into as of this 1 st day of September, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and EVGO SERVICES LLC, a Delaware limited liability company ("EVgo"), whose principal place of business is, 11390 West Olympic Blvd., Suite 250, Los Angeles, CA 90064, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage EVgo to fund, coordinate, and oversee the installation of Make -Ready Stubs at certain City -owned properties ("City Properties") as detailed in the Scope of Work and Schedule of Billing Rates attached hereto as Exhibit "A" ("Project"). The locations where the Installation Activities (defined below) shall take place at the City Properties (the "Premises") are shown on the attached Exhibit "B". C. EVgo has examined the Premises of all proposed work, carefully reviewed and evaluated the specifications set forth by the City for the Project, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SCOPE OF WORK 1.1 EVgo shall oversee and ensure its contractors provide all tangible items and perform all the work described in the Scope of Work attached hereto as Exhibit "A" and incorporated herein by reference (the "Installation Activities"). Any contractor or service provider retained by EVgo to perform any of the Installation Activities or to work on the Project shall be authorized by City and identified in Exhibit "A" ("Contractor"). The City grants to EVgo and Contractor a non-exclusive license to use and occupy the Premises for the Installation Activities. As a material inducement to the City entering into this Agreement, EVgo represents and warrants that EVgo and Contractor are providers of first class work and services and EVgo and/or Contractor are experienced in performing the work and services contemplated herein and, in light of such status and experience, EVgo covenants that EVgo and Contractor shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. EVgo Services LLC Page 1 1.2 EVgo shall ensure that EVgo and/or Contractor perform everything required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 2. TIME OF PERFORMANCE 2.1 Time is of the essence in the performance of services under this Agreement and Contractor shall complete the Project installation, implementation and acceptance testing within twelve (12) months of the Effective Date. The failure by Contractor to meet this schedule may result in termination of this Agreement by City as outlined in Section 18 below. 2.2 Force Majeure; Change in Law. Performance of services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of EVgo, including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if EVgo shall within ten (10) days of the commencement of such delay notify City in writing of the cause of the delay. City shall ascertain the facts and extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall EVgo be entitled to recover damages against City for any delay in performance of this Agreement, however caused, EVgo's sole remedy being extension of the Agreement pursuant to this Section. Further, if any rule, directive, order, decision or law adversely impacts the ability for EVgo to perform its obligations under this Agreement without becoming licensed or otherwise regulated by a public utility commission or analogous agency in the relevant jurisdiction ("Adverse Directive"), EVgo may, at its option, and within ten (10) business days of the commencement of such Adverse Directive, notify City in writing of such Adverse Directive and request to either suspend performance or terminate this Agreement. Within five (5) business days upon City's receipt of such notice, City shall agree to either suspend EVgo's performance under this Agreement or terminate this Agreement without penalty to either party if, in the reasonable judgment of the City, such Adverse Directive exists. 3. TERM Unless earlier terminated in accordance with Section 18 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until August 31, 2018, whichever occurs first. 4. COMPENSATION 4.1 City shall pay EVgo for the Installation Activities on a project basis in accordance with the provisions of this Section and Exhibit "A" incorporated herein by reference. EVgo's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Fifty Thousand Dollars and 00/100 ($50,000.00), without prior written authorization from City. No billing EVgo Services LLC Page 2 rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 EVgo shall submit an invoice to City upon completion of the Project briefly describing the Installation Services performed. EVgo's bill shall include the address of the City Property, where the Installation Services were performed, a brief description of the Installation Activities performed and/or the specific task in the Scope of Work to which it relates. City shall pay EVgo no later than thirty (30) calendar days after approval of the invoice by City staff. 4.3 City shall reimburse EVgo only for those costs or expenses specifically identified in Exhibit "A" to this Agreement or specifically approved in writing in advance by City. 4.4 EVgo shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Installation Services that are determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Work and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit "A." 4.5 EVgo shall provide City with a minimum fourteen (14) days' notice of its dates of installation to enable the City to prepare the installation sites for the Project in accordance with the instructions of EVgo. The City shall complete site preparation prior to the date of installation of the Project, and the site shall thereafter be available for inspection and approval. All costs and expenses related to the site preparation shall be at the sole expense of City. 5. PROJECT MANAGER EVgo shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the term of the Agreement. EVgo has designated Heidi Krantz to be its Project Manager. EVgo shall not remove or reassign the Project Manager without the prior written consent of City. City's approval shall not be unreasonably withheld. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Watershed/Conservation Specialist or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 7.1 EVgo shall use only the standard materials described in Exhibit "A" in performing services under this Agreement. Any deviation from the materials described in EVgo Services LLC Page 3 Exhibit "A" shall not be installed unless approved in advance by the City Project Administrator. 7.2 All of the services shall be performed by Contractor under EVgo's supervision. EVgo represents that Contractor possesses the personnel required to perform the services required by this Agreement, and will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 7.3 Before beginning the Project, EVgo shall provide City a copy of the construction schedule and installation plans for City approval, which approval shall not be unreasonably delayed or withheld. No work will begin until plans have been approved by City and all applicable permits and certifications have been obtained, at EVgo's sole cost and expense. 7.4 Following completion of the Project, all materials described in Exhibit "A" and installed as part of the Project shall become fixtures of the Project site(s) and the sole property of City. EVgo shall have no rights to own or utilize those materials without prior written consent by City. 8. INDEMNITY; WAIVER; LIMITATION OF LIABILITY 8.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractors performance and/or EVgo's oversight of the services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them, unless caused by the City's negligent acts, omissions, or willful misconduct. 8.2 EVgo shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause to the extent arising from the negligent acts, omissions, or willful misconduct of EVgo' or any contractor or supplier selected by EVgo. 8.3 EVgo shall indemnify, hold harmless, and defend City, its officers, employees, agents, officers, representatives, employees and City Council, boards and commissions, from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims to the extent arising from any and all negligent acts or omissions or willful misconduct of EVgo, its employees, agents or contractors in the performance of services or work conducted or performed pursuant to this Agreement; (2) use of improper materials in performing this Project including, without limitation, defects in workmanship or materials and/or design defects; and/or (3) any and all claims asserted by EVgo's contractors or suppliers on the Project, and shall include reasonable attorneys' fees and all other costs incurred in defending any such claim. EVgo's liability in this Subsection shall be limited to the maximum EVgo Services LLC Page 4 amount of its insurance coverage for claims arising out of non -negligent and non -intentional acts performed under this Agreement. EVgo shall not be held responsible for consequential or special damages, or claims made to City for such consequential or special damages. Nothing herein shall require EVgo to indemnify City from the negligence orwillful misconduct of City, its officers or employees. 8.4 Anything in the Agreement to the contrary notwithstanding, each party hereby waives every right or cause of action for any and all loss of, or damage to (whether or not such loss or damage is caused by the fault or negligence of the other party or anyone for whom said other party may be responsible) the City Properties, and any improvements thereon, or to the personal property of either party, or respective affiliates, representatives, agents, officers, directors, managers, members, shareholders, partners, contractors, or employees ("Related Parties"), that does not relate to or arise from the Installation Activities or any of EVgo or Contractor's obligations under the Agreement. These waivers and releases shall apply between the parties and they shall also apply to any claims under or through either party as a result of any asserted right of subrogation. 8.5 In no event shall either party be liable (in contract or in tort, including negligence and strict liability) to such other party or its Related Parties for any special, indirect or consequential damages relating to the Agreement. The entire liability of each party for any and all claims of any kind arising from or relating to the Agreement will be subject in all cases to an affirmative obligation on the part of the other party to mitigate its damages. Each party's total liability to the other party and its Related Parties on an aggregate basis arising out of or in connection with the Agreement, whether in contract or in tort, shall not exceed Five Million Dollars ($5,000,000.00); provided that the foregoing limitation shall not apply to (1) the extent of applicable insurance coverage required to be maintained under this Agreement; or (2) indemnification obligations arising from third party claims. The provisions of this Section 8.5 shall apply to the fullest extent permitted by law and shall survive termination of this Agreement. 8.6 EVgo shall ensure Contractor performs all Project work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. EVgo shall ensure Contractor performs work as specified in Exhibit "A" to limit impacts to traffic during the system installation period. EVgo shall be liable for any private or public property damaged during the performance of the Project work. 8.7 EVgo shall ensure Contractor provides traffic control and access in accordance with Section 7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. 8.8 Traffic control and detours shall at a minimum meet the following requirements: 8.8.1 Emergency vehicle access shall be maintained at all times. 8.8.2 The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required details shall ensure that all EVgo Services LLC Page 5 pedestrian and vehicular traffic will be handled in a safe manner with a minimum of inconvenience to the public. 8.8.3 All advanced warning sign installations shall be reflectorized and/or lighted. 8.8.4 Traffic signal system shutdown or planned "red flash" shall be limited to 4 -hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday through Thursday), except as authorized by the Project Administrator. 8.8.5 EVgo shall ensure "STOP AHEAD" and "STOP" signs are furnished by Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 8.9 Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Agreement, except to the extent provided in Section 8.3 above. 8.10 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 9. INDEPENDENT CONTRACTOR City has retained EVgo as an independent contractor and neither EVgo, nor its employees, nor any of its contractors or subcontractors, are to be considered employees of the City. The manner and means of conducting the work are under the control of EVgo, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment shall accrue to EVgo or its employees. 10. COOPERATION EVgo agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with EVgo on the Project. 11. INSURANCE 11.1 Without limiting EVgo's indemnification of City, and prior to commencement of work, EVgo shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit "C," and incorporated herein by reference. City, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the Property shall be named as an additional insured on EVgo's policies. EVgo Services LLC Page 6 11.2 Without limiting EVgo's indemnification of City, and prior to commencement of work, EVgo shall ensure Contractor obtains, provides and maintains at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit "D," and incorporated herein by reference. City, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the Property shall be named as an additional insured on Contractor's and any subcontractor's policies. 12. BONDING 12.1 EVgo shall ensure Contractor obtains, provides and maintains at its own expense during the term of this Agreement: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total construction cost as set forth in the Scope of Work, attached hereto as Exhibit "A," and in the form attached hereto as Exhibit "E" which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total construction cost as set forth in the Scope of Work, attached hereto as Exhibit "A," and in the form attached hereto as Exhibit F which is incorporated herein by reference. 12.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. 12.3 EVgo shall deliver, concurrently with execution of this Agreement, Contractor's Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority' of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 13. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work contemplated under the Agreement shall be paid to all workmen employed on the work to be done according to the Agreement by EVgo and any contractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. EVgo shall ensure Contractor obtains the wage determinations from the Department of Industrial EVgo Services LLC Page 7 Relations and posts at the job site the prevailing rate or per diem wages. It shall be the obligation of EVgo and any contractor under it to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 14. CONTRACTING EVgo shall be fully responsible to City for all acts and omissions of any Contractor. Nothing in this Agreement shall create any contractual relationship between City and any Contractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such Contractor other than as otherwise required by law. City is an intended beneficiary of any work performed by the Contractor for purposes of establishing a duty of care between the Contractor and City. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 15. WITHHOLDINGS City may withhold payment to EVgo of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. EVgo shall not discontinue work as a result of such withholding. EVgo shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. EVgo shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 16. CONFLICTS OF INTEREST 16.1 EVgo or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 16.2 If subject to the Act, EVgo shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. EVgo shall indemnify and hold harmless City for any and all claims for damages resulting from EVgo's violation of this Section. 17. NOTICES 17.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by EVgo and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. EVgo Services LLC Page 8 All notices, demands, requests or approvals from EVgo to City shall be addressed to City at: Attention: Watershed/Conservation Specialist Public Works Department City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 17.2 All notices, demands, requests or approvals from City to EVgo shall be addressed to EVgo at: Attention: EVgo Services LLC - CEO 11390 West Olympic Blvd. Suite 250 Los Angeles, CA 90064 18. TERMINATION 18.1 Termination With Cause - In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of ten (10) business days, or if more than ten (10) business days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within ten (10) business days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 18.2 Termination Without Cause. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving ten (10) calendar days prior written notice to EVgo. In the event of termination under this Section, City shall pay EVgo within forty-five (45) days of the effective date of termination for services satisfactorily performed and costs incurred in the performance of such services up to the effective date of termination for which EVgo has not previously been paid. Further, EVgo may terminate this Agreement upon thirty (30) days' prior written notice to the City, provided that EVgo shall not terminate following commencement of the Installation Activities or prior to completion thereof. 19. EFFECT OF EVGO'S EXECUTION Execution of this Agreement by EVgo is a representation that EVgo has visited the Project site(s), has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project proposal and Scope of Work. EVgo Services LLC Page 9 20. WARRANTY 20.1 EVgo warrants to City that all Project materials set forth in Exhibit "A" to be installed hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified by EVgo in Exhibit "A." The warranty shall apply only to defects appearing within one year from the date of final acceptance by City. If EVgo installs the Project materials and associated hardware, or supplies technical directions of installation by Agreement, the warranty period shall run from the date of final acceptance of installation by City, provided same is not unreasonably delayed by City. 20.2 If equipment delivered hereunder does not meet the above warranty, and if City promptly notifies EVgo in writing during the warranty period, EVgo's contractor shall thereupon correct any defect, including non-conformance with the specifications, either (at its option) by repairing any defective or damaged parts of the equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within ten (10) working days. City will return the defective product to EVgo, at EVgo's expense. EVgo's contractor shall repair or replace the defective item and return it to City, shipping costs prepaid. EVgo's contractor shall perform any necessary testing, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using EVgo's contractor's equipment. 20.3 The foregoing warranty is exclusive and in lieu of all other warranties, whether written, oral, implied or statutory. EVgo does not warrant any equipment of other manufacture designated by City. 21. REPRESENTATIONS 21.1 Non -infringement. EVgo represents that to the best of its knowledge the technology embodied in the products sold herein does not infringe upon a United States patent or United States copyright in effect as of the Effective Date. 21.2 Authoritv. Each party represents as follows: (a) that it has full power and authority to execute, deliver and perform its obligations under this Agreement; (b) that there are no actions, proceedings or investigations, pending or, to the best of each party's knowledge, threatened against such party which may in any manner whatsoever materially affect the enforceability of this Agreement or the rights, duties and obligations of the parties hereunder; and (c) that the execution, delivery and performance of this Agreement will not constitute a breach or default under any agreement, law or court order under which such party is a party or may be bound or affected by or which may affect the rights, duties and obligations hereunder. 21.3 No Other Representations. Each party acknowledges and agrees that it is relying on no representation of the other party except as expressly set forth herein. 22. CONFIDENTIAL INFORMATION. 22.1 Confidential Information. In the performance of this Agreement or in contemplation thereof, the parties and their respective employees and agents may have EVgo Services LLC Page 10 access to private or confidential information owned or controlled by the other party and such information may contain proprietary details and disclosures. All information and data identified in writing as proprietary or confidential by either party ("Confidential Information") and so acquired by the other party or its employees or agents under this Agreement or in contemplation thereof shall be and shall remain the disclosing party's exclusive property. The recipient of Confidential Information shall use all reasonable efforts (which in any event shall not be less than the efforts the recipient takes to ensure the confidentiality of its own proprietary and other confidential information) to keep, and have its employees and agents keep, any and all Confidential Information confidential, and shall not copy, or publish or disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose it to others, without the disclosing party's written approval; nor shall the recipient make use of the Confidential Information except for the purposes of executing its obligations hereunder, and (except as provided for herein) shall return the Confidential Information and data to the first party at its request. The City's duty to maintain confidentiality as described hereunder shall be subject to the laws of the State of California. 22.2 Excluded Information. The foregoing conditions will not apply to information or data which is, or which becomes generally known to the public by publication or by any means other than a breach of duty on the part of the recipient hereunder, is information previously known to the recipient, is information independently developed by or for the recipient or is information generally released by the owning party without restriction. 22.3 Right to Injunctive Relief. Because of the unique nature of the Confidential Information, the parties agree that each party may suffer irreparable harm in the event that the other party fails to comply with any of its obligations under this Section, and that monetary damages may be inadequate to compensate either party for such breach. Accordingly, the parties agree that either party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Section. 23. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the EVgo; provided, however, that EVgo may assign its rights and obligations in and under this Agreement to a successor by merger or acquisition or successor to all or substantially all of its assets at any time and without consent. 24. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, EVgo shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. EVgo's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by EVgo in writing as unsettled at the time of its final request for payment. EVgo and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, EVgo shall be required EVgo Services LLC Page 11 to file any claim EVgo may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 25. OWNERSHIP OF DOCUMENTS 25.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications ("Documents"), prepared or caused to be prepared by EVgo, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to EVgo or any other party. Additionally, all material posted in cyberspace by EVgo, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to EVgo or any other party. EVgo shall, at EVgo's expense, provide such Documents, including all logins and password information to City upon prior written request. 25.2 Documents, including drawings and specifications, prepared by EVgo pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from EVgo will be at City's sole risk and without liability to EVgo. Further, any and all liability arising out of changes made to EVgo's deliverables under this Agreement by City or persons other than EVgo is waived against EVgo, and City assumes full responsibility for such changes unless City has given EVgo prior notice and has received from EVgo written consent for such changes. 25.3 All improvement and/or construction plans shall be prepared with indelible waterproof ink or electrostatically plotted on standard twenty-four inch (24") by thirty-six inch (36") Mylar with a minimum thickness of three (3) mils. EVgo shall provide to City 'As -Built' drawings and a copy of digital Computer Aided Design and Drafting ("CADD") and Tagged Image File Format (.tiff) files of all final sheets within ninety (90) days after finalization of the Project. For more detailed requirements, a copy of the City of Newport Beach Standard Design Requirements is available from the City's Public Works Department. 25.4 CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that EVgo shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by EVgo. By acceptance of CADD data, City agrees to indemnify EVgo for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a CD, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. The EVgo Services LLC Page 12 City will provide EVgo with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 26. INTELLECTUAL PROPERTY INDEMNITY EVgo shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in EVgo's Documents provided under this Agreement. 27. STANDARD PROVISIONS 27.1 Recitals. City and EVgo acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 27.2 Compliance with all Laws. EVgo shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by EVgo shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 No Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both EVgo and City and approved as to form by the City Attorney. 27.8 Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. EVgo Services LLC Page 13 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10 Equal Opportunity Employment. EVgo represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] EVgo Services LLC Page 14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 41/1 - 11 -) By: Aaron C. Ha ogoe+� City Attorney ATTEST: I` �'p Date: bb City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 101gf D Dave ff City Manager EVGO: EVGO SERVICES LLC, a Delaware limited liability company Date: n i,^ r�By \ David Sche bri Chief Executive Officer Date: 91 i Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A - Scope of Work and Schedule of Billing Rates Exhibit B - Premises Exhibit C - Insurance Requirements - EVgo Exhibit D - Insurance Requirements - Contractor Exhibit E- Labor and Materials Payment Bond Exhibit F- Faithful Performance Bond EVgo Services LLC Page 15 EXHIBIT A SCOPE OF WORK AND SCHEDULE OF BILLING RATES Contractor: ABM Electrical & Lighting Solutions, Inc. Scope of Work: See attached. EVgo Services, LLC Page A-1 0 0 0 0 O 0 U) 0 W W U x W 0 F- 0 Z Q 0 F— >�, w�9 8 8 8 $ $ P 3b� sa 8 2 8 8 8 s a 9 m` .G 1e _ �r R t a� `E m $ Zfls mffi$ Nx & o Emag �C. "s59Y 3-`_0: p�n-Ae Yx m•"'n ' P$Y.. yym�p �"J'3eSSY .�yy" •u `. `�0^6 o:LJBa yyF gS Emgdy�Z$'B oACv Fq a._.��s E aP oaE r i aesdPEV�`` a€a'- s�"- ase 3 �P3so2P=' n-sr�L .33 ,:_eeSe,?„cgti m .�Qa��m SonE -��=y'noY 9�CnmS �o ra gpA6:oa Y .Gca -0 E Y0 �i� o8u yE —v3• l= m$ u P E dj ¢W3 ea e� a�{tl ���ps Bee�a9 a�oa yrs �a iE ry z� ,c_m r p wY 3 3 W a8�3 eg�3 xz�5 =zR gg s o p uo$ a L Lo� e t `u� o L yYe 0880 u 0FBoY t-. o�g6,�” c 0£8oY 0 0 0 0 O 0 U) 0 W W U x W 0 F- 0 Z Q 0 F— EXHIBIT B PREMISES [See attached drawing.] EVgo Services, LLC Page B-1 � || O| ||] 0 � w : ! 0 � w z LU LU H LU [O a LU Q tr W z a J a z N O U I - Z_ O a LU m tD � tD Q N Z 0) U d Q J U Q m Z U = w w a w 0 W W az DO a J a O U DCL Lu M z U_ r -i N LU Z =` w LU p > N w U ~ O 00 C(f Z) L Q u O mJ % J -J Lu w Q Co N m N J a > C7 QJ O J a U Y U w CY O w a N Q Q 0 - Z C- a Q a a O N D N Z Q I LU N LU N a1 a1 J (0 N a� a 75 L ^ O L � Q) b.0 N O C i U O U � .v a1 0 Q t_U O 1-0 d a) a > m NU J L (0 U a) N a) � � a 0 W s I I LU N LU N a1 a1 J (0 N a� a 75 L ^ O L � Q) b.0 N O C i U O U � .v a1 0 Q t_U O 1-0 d a) a > m NU J L (0 U a) N a) � � a 0 W 2 < 0 0 \ > % 0 � u § > LU(D Q � C)u / k 0 � 0 j LLJ LD Lr) ILL ~$ 5 / u = u / \ »z/ 5 z u ± 0 = co ] ± 2 L 7 \ LU u LU 2 = z 7 / _ z M—: ƒ > z \ § u u u u R a § = OS u < u = < _ / j 2 / co CD m < < ® > E_ / 7 \ § 7 / < � u 0 a < \ 8 § \ F<- \ / m _ z \�\�y $ ,w \5 4 \I ;>e \/ / 7^\ �\ F' \� \\�� \rn L. \ \3 B q k � 2 E 7 � ro � aj > 9 M / ? '\ ƒ_ $ / u / / ~ U-1ƒ \ / 3 \ \ / $ ,w \5 4 ;>e \/ / �( 3 \rn L. \ \3 B q > j \ 0 \ Qj. /\ u \/ �Ln � ..9 \\ 2 / $� ro: / / / qt\ r4 / / ƒ� / � 2� w Ln 0 N Q 0) _ U UI w = J U U_ w = m w � J 0 Q CL 0 3: fy Z wU =w o 0w or N U) m J J 0 > w Z 0 J > J 00 CrZ) Q H Cl 0 0¢ ofw z�zw5 in Z 2E of o(-D-a=w q-d'5C-)N w U Z 0 U O H > 0 = w w CY U C) < F}D�U� O =0 U0 >wm w w J 0ZFwo U Q w N z UOJw0 C)_0=pJof ~Qao OQvC� a LL, U)c�o �00 .,� z z N • • EXHIBIT C EVGO SERVICES LLC - INSURANCE REQUIREMENTS Provision of Insurance. Without limiting EVgo's indemnification of City, and prior to commencement of Work, EVgo shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. EVgo agrees to provide insurance in accordance with requirements set forth here. 2. Additional Insured. City, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the Property shall be named as an additional insured on any insurance policies required hereunder. 3. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 4. Coverage Requirements. A. Workers' Compensation Insurance. EVgo shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. EVgo shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. EVgo shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and EVgo Services, LLC Page C-1 volunteers or shall specifically allow EVgo or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. EVgo hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as additional insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. EVgo shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 6. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. EVgo shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. . B. City's Right to Request Revision of Requirements. City reserves the right to request at any time during the term of the Agreement to change the amounts and types of insurance required by giving EVgo sixty (60) calendar days advance written notice of such requested change. EVgo agrees to comply to the extent such change does not result in any additional cost to EVgo. C. Right to Review Subcontracts. EVgo agrees that upon request, all agreements with subcontractors or others with whom EVgo enters into contracts with on behalf of City will be submitted (in whole or in part, in EVgo's sole discretion) to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. D. Enforcement of Agreement Provisions. EVgo acknowledges and agrees that any actual or alleged failure on the part of City to inform EVgo of non- compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, EVgo Services, LLC Page C-2 limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance If EVgo or any contractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to terminate this Agreement, or to suspend EVgo's right to proceed until proper evidence of insurance is provided. H. Timely Notice of Claims. EVgo shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from EVgo's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 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. EVgo's Insurance. EVgo shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. EVgo Services, LLC Page C-3 EXHIBIT D CONTRACTOR'S INSURANCE REQUIREMENTS Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. Additional Insured. City, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the Property shall be named as an additional insured on any insurance policies required hereunder. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 4. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01 10 01 or equivalent, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 10 13 covering EVgo Services, LLC Page D-1 bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 5. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss, but only to the extent of liabilities and claims caused by Contractor's negligence, misconduct, or other fault. In accordance with the foregoing, Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies, but only to the extent of liabilities and claims caused by Contractor's negligence, misconduct, or other fault. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 6. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice EVgo Services, LLC Page D-2 of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non- compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 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. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. EVgo Services, LLC Page D-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 10/24/17 Dept./Contact Received From: Edwin/Raymund Date Completed: 1/5/18 Sent to: Edwin/Raymund By: Jan/Alicia Company/Person required to have certificate: EVgo Services LLC Type of contract: Public Works I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 6/17/17 — 6/17/18 A. INSURANCE COMPANY: Westchester Surplus Lines Insurance Company B. AM BEST RATING (A-: VII or greater): A++/ XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ❑ Yes N No D. LIMITS (Must be $1 M or greater): What is limit provided? $1M/$2M E. ADDITIONAL INSURED ENDORSEMENT — please attach N Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does N/A F. not apply to Waste Haulers or Recreation) N Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND N N/A ❑ Yes ❑ No G. COMPLETED OPERATIONS ENDORSEMENT (completed ❑ N/A ❑ Yes N No H. Operations status does not apply to Waste Haulers) N Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? N Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 6/17/17 — 6/17/18 A. INSURANCE COMPANY: ACE American Insurance Company B. AM BEST RATING (A-: VII or greater) A++/XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): N N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes N No H. NOTICE OF CANCELLATION: 0 N/A N Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 6/17/17-6/17/18 A. INSURANCE COMPANY: Argonaut Insurance Company B. AM BEST RATING (A-: VII or greater): A / XIII C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No, E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) $1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved V 1/5/1 Agent of A Ins n e c s Date Broker of record for the City ewport Beach ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed for non -admitted General Liability carrier. Sheri approved 12/15/17 Approved: Risk Management Date * Subject to the terms of the contract. EXHIBIT E CITY OF NEWPORT BEACH BOND NO, K13510362 LABOR AND MATERIALS PAYMENT BOND MAXGENV4GREAS, the City of Newport Beach, State of California, has awarded to SERVICES CORPORATION, hereinafter designated as the "Principal," an Agreement for the installation of (3) dual pedstal Charger FBq in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the Work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, WESTCHESTER FIRE INSURANCE COMPANY duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety') are held and firmly bound unto the City of Newport Beach, in the sum of Forty Nine Thousand Five Hundred Fifty One Dollars and 00/100 ($ 49,551.00 ), lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Agreement; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the Work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 9100 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 9500 et seq, of the Civil Code of the State of California. EVgo Services, LLC Page E-1 And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Agreement or to the Work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been dulye cuted by the above named Principal and Surety, on the 15th day of Novem er '2017 MAXGEN ENERGY SERVICES CORPORATION Name of Contractor (Principal) WESTCHESTER FIRE INSURANCE COMPANY Name of Surety 436 Walnut Street, WA1 OH Philadelphia, PA 19106 Address of Surety 215-640-2234 Telephone Authorized Signat re[Title h ri ed Agent Signature Jaquanda Martin, Attorney -in -Fact Print Name and Title NOTARYACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED APPROVED AS TO FORM: CIN ATTORNEY'S OFFICE Date- II t n Aaro C. rp, City Attorney EVgo Services, LLC Page E-2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State /z� of California County of 6 1� } ss. On n�L,&Q ';u� 1 201_1__ before me, -I—'rzkL0 ,44 e? I_P=j!2I In Notary Public, personally appeared t I n .1 T,^, ra r. . A,.11 who proved to me on0ihe basis of satisfactory evidence to be theerson(s) whose name(s -Dare subscribed to the within instrument and acknowledged to me th<1t h_&he/they executed the same in his/her/their authorized capacity(ies), and thathl her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. DANETiE L. RODRIGUEZc t! • COMM. # 2116113 TNESS my and do Ici Is I., NOTARY PUBLIC -CALIFORNIA 'CI.� {E, _ ORANGE COUNTY i� rt \J�,LQ' G�1/ '1- COMM. EXPIRES JUNE 19, 2619' Signature ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. New Jersey State of (Safmla County of Camden }ss. On November 15 20 17 before me, Sara P Owens Notary Public, personally appeared Jaquanda Martin I who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNjSS�1Xi�aanPlofficial seal. SS�GIIUUAA Zt�7 Signature Sara P Owens Notary Public The State of New JeAgal) My Commission Expires 06/2512018 EVgo Services, LLC Page E-3 Power of WESTCHESTER FIRE INSURANCE COMPANY l Attorney Knew all men by these presents: That WESTCHESTER FIRE INSURANCE COMPANY, a corporation of the Commonwealth of Pennsylvania pursuant to the following Resolution, adopted by the Board of Directors of the said Company on December 11, 2006, to wit. 'RESOLVED. that the following authonzations relate to the execution, for and on behalf of the Company, of bonds, untlenakings, recognizances, contracts and other written commitments of the Company entered into the ordinary course of business (each a `Written Commitment') (1) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal Of the Company or otherwise. ". 12) Each duly appointed attorney-in-fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company Or otherwise, to the extent that such action is authorized by the grant of powers provided for in such persons written appointment as such atlorney-in-fact (3) Each of the Chairman, the President antl the Vice Presidents of the Company is hereby authorized for and on behalf of the Company, to appoint in writing any person the attorney -in fact of the Company with full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise, such Written Commitments of the Company as may be specified in such written appantra 1, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman, the President and Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to delegate in writing any other officer of the Company the authorily to exacWe, for and on behalf of the Company; under the Company's seal or otherwise, such Written Commitments Of the Company as are. specified in such written delegation which specification may be by general type or class of Wagon Commitments ar by specification of one or more particular Written Coramitrnenfi (5)'. The signature of any officer or other person exeratng any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, may be affix ad by facsimile on such Written Commitment or written appointment or delegation FURTHER RESOLVED, mat the foregoing Resolution shall not be deemed to be an exclusive statement of the pi and authority of oRmers, employees and other persons to act far and on behalf of the Company, and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested. Does hereby nominate, constitute andappoint Douglas R Wheeler, Elizabeth Marrero Jaguanda Martin, Joanne Wagner Kimberly G Sherrod, Maureen McNeill, Patricia A Rambo, Sara Owens. Wayne McVaugh all of the City of PHILADELPHIA, Pennsylvania. each individually if be more than one named, its true and lawful attorney-iirfad to make, execute, seal and deliver on its behalf. and as its act and deed any and all bonds, untlenakings, recognizances, contracts and other writings in the nature such writings in pursuance of these presents shall be as binding upon said Company, IN WITNESS WHEREOF, the said Stephen M Haney, Vice President, has hereunto subscribed his name and affixed the Corporate seal of the said WESTCHESTER FIRE INSURANCE COMPANY this 7 day of November 2017 Nip WESTCHESTER FIRE INSURANCE COMPANY ko 't�,re��o•- Y�1 Stephen M. Haney, Vice President COMMONWEALTH OF PENNSYLVANIA :COUNTY OF PHILADELPHIA ss. - On this 2. day of November; 2017 before me, a Notary Public of the Commonwealth of Pennsylvania m and for the County of Philadelphia came Stephen M Haney ,Vice President of Ne WESTCHESTER FIRE INSURANCE COMPANY to me personally known to be the Individual and officer who executed the preceding instrument, and he acknowledged that he executed the same, and that the real affixed to the preceding instrument is the corporate seal of said Company; that the said corporate seal and his signature were duly affixed by the authority and direction of the said corporation, and that Resolution, adonted by the Board of Directors of said Company, referred to in the preceding instrument, is now in force. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at the Cityof Philadelphia the day and year first above written. ,s n MONELTOF PN NISYLVANU AA NARN 9.elD NMrytaa'b�i�rc M' IrM � .(Or NiO Nomr, public I, the undersigned Assistant Secretary of the WESTCHESTER FIRE INSURANCE COMPANY, do hereby codify that the original POWER OF' ITORNEY, of which the foregoing is a substantially true and correct copy, is in full force and effect tl t\ ,. W -w r1 In Wllnesa whereof, I have hereunto subscribed my name as Assistant Secretary, and offixerl the corporate seal of the Corporation; this J tlay of t A " L VY 1 ' 1 r 20 Nter b Datmt M. CLIom,AssrsUntcretary 0 se ours', lo I THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER NOVEMBER 07, 2019. DocuGard 404546 contains a security pantograph, blue background, heat sensitive ink, coin -reactive watermark, and mlcrotext printing on border. EXHIBIT F CITY OF NEWPORT BEACH BOND NO. K13510362 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 471.00 being at the rate of $ 1o.00 thousand of the Agreement price. MAXGEN hHOYEAS, the City of Newport Beach, State of California, has awarded to SERVICES CORPORATION , hereinafter designated as the "Principal," an Agreement for the Installation of(3) dual pedstal Charger FBg in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a Bond for the faithful performance of the Agreement. NOW, THEREFORE, we, the Principal, and WESTCHESTER FIRE INSURANCE COMPANY duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety'), ForYNI„�Thare IFive heldi undi ed Fifty firmly bound unto the City of Newport Beach, in the sum of ry Dollars and 00/100 ($ 49,551.00 ), lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Agreement, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements in the Agreement Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by City, only in the event City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Agreement or to the Work or to the specifications. EVgo Services, LLC Page F-1 This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly and Surety above named, on the 15th day of November MAXGEN ENERGY SERVICES CORPORATION Name of Contractor (Principal) WESTCHESTER FIRE INSURANCE COMPANY Name of Surety 436 Walnut Street, WA10H Philadelphia, PA 19106 Address of Surety 215-640-2234 Telephone Authorized ted by the Principal n Signature Jaquanda Martin, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED APPROVED AS TO FORM: CIN ATTORNEY'S OFFICE F I By arp, City ttorney ot.,1v$ EVgo Services, LLC Page F-2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verges only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County 0OW-441 )ss. Oa_ Ntp",l�ej-- 3ng-6 20_L2_ before me, t . Notary Public, personally appeared l lu .J 7� 1 who proved to me on a basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. DANETTE L. RODRIGUEZ g t) COMM. # 2116113 TNESSm1y a nd r ial seal. I NOTARY PUkIC-CALIFORNIA 0 ORANGE COUNTY O ,� a COMM. Ex NE 19, 2919 - Signature ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of County of Camden } ss. New Jersey ommma On November 15 20 V before me, Sara P Owens Notary Public, personally appeared Jaa anda Martin I who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. V�J A/1— _§griature Sara P Owens Notary Public The State of New Jersey My Ccga I> sion Expires 0612512018 EVgo Services, LLC Page F-3 Power of WESTCHESTER FIRE INSURANCE COMPANY Attorney Know all men by these presents: That WESTCHESTER FIRE INSURANCE COMPANY, a corporation of the Commonwealth of Pennsylvania pursuant to the following Resolution, adopted by the Board of Directors of the said Company on December 11, 2006, to wit 'RESOLVED. that the following authorizations total. to the execution, for and on behalf of the Company, of bonds, undertakings, reorganizations, contracts and other written commitments of the Company entered into the ordinary course of business (each a "Written Comnit merIT: (1)' - Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise. (2) Each duly appointed attorney -in -facto( the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise, to the extent that such action is authorized by the grant of powers provided for in such persons written appointment as such attorney -in -lad: (3) Each of he Chairman, the President and he Vice Presidents of the Company is hereby authorized for and on behall of the Company, to appoint in writing any person the attorney -m -Fact of the - Company With full power and. authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise, Such Written Commitments of the Company as may be specified in such written appointment, which specification may be by general type or class Of Written Commitments or by specification of one or more particular Written Commitments. (d) Each of the Chairman, the President and Vice Presidents of the Company is hereby authorized for and on behalf of the Company. to delegate in writing any Other officer of the Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are specified in such written delegation, which specification may be by general type or Gass of Wntteo Commitments or by specification of one or more particular W r Ion Commitments. (5); The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution,and the seal of the Company, may be affixed by facsimile on - such Written Commitment or written appointment Or delegation FURTHER RESOLVED. that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers, employees and other persons to act for and on behalf of the Company, and such. Resolution shall not limit or 0liffewse affect the exercise of any such power or authority otherwise validly granted or vested, Does hereby nominate, constitute and appoint Douglas Wheeler, Elizabeth Marrero, Jaguanda Martin, Joanne Wagner, Kimberly G Sherrod. Maureen McNeill, Palacio A. Rambo, Sara Owens, Wayne MoVaugh all of the City of PHILADELPHIA, Pennsylvania. each individually If there be more than one named its true and lawful attorney-in@acl, to make, execute, seal and deliver on its behalf, and as its act and deed any and all tions, undertakings, recognizances, contracts and other writings in the nature thereof in penalties not exceeding SEVENTY MILLION DOLLARS Is ZERO CENTS ($70,000,000.00) and the execution of such writings in pursuance of these presents shall be as binding upon said Company, as fully and amply as if they had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office, IN WITNESS WHEREOF.. the Said Stephen M Haney, Vice-president, has hereunto subscribed his name and affixed the Corporate seal of the said WESTCHESTER FIRE INSURANCE COMPANY this 7 day of 'November 2017 - WESTCHESTER FIRE INSURANCE COMPANY v Stephen M. [Taney , Vice President COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA ss. On this 7 day of November, 2017 before me, a Notary Public of the Commonwealth of Pennsylvania in and for the County of Philadelphia came Stephen M. Haney Vice President of Ibe WESTCHESTER FIRE - INSURANCE COMPANY to me personally known to be the individual and officer who executed he preceding instrument, and he acknowledged that he executed the same, and that the seal affixed to the preceding instrument is the corporate seal of said Company, that the said corporate seal and his signature were duly affixed by the authority and direction of the said corporation, and that Resolution, adopted by the Board of Directors of said Company, referred to In the preceding instrument is now in force. IN TESTIMONY WHEREOF, I. have hereunto set my hand and affixed my official seal at the Quiet Philadelphia the day and year first above written. ,< .,. MONW"LTHG PENNSYLVANIA to ^ k�� — NOTARIAL SEAL einI KAREN E. SWOT. No" Pubic Coglift CAYC>rndrWill�W W ._, $ 16 4nta7 Public I, the undersigned Assistant Secretary of the WESTCHESTER FIRE INSURANCE COMPANY, do hereby certify that the original POWER OF ATTORNEY, of which the foregoing is a substantially true and correct copy, is in full force and effect In witness whereof, l have hereunto subscribed my name as Assistant Secretary and signed the corporate seal of the Commotion. this '✓_day .l' a�jl[,YILJL'V 2Q�__/_. r w Doan M. CNloros, Assistant Secretary el THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER NOVEMBER 07, 2019. DocuGard9'g4646 contains a security pantograph blue background, heat -sensitive ink, coin -reactive watermark, and mmborder printing on bordeI. o` WESTCHESTER FIRE INSURANCE COMPANY FINANCIAL STATEMENT DECEMBER 31, 2016 ADMITTED ASSETS BONDS $1,492,813,519 SHORT-TERM INVESTMENTS 34,890,369 STOCKS 450,903 REAL ESTATE 0 CASH ON HAND AND IN BANK 19,680,440 PREMIUM IN COURSE OF COLLECTION' 69,254,246 INTERESTACCRUED 14,505,011 OTHERASSETS 132,649,982 TOTAL ASSETS $1,764,444,470 LIABILITIES RESERVE FOR UNEARNED PREMIUMS $200,260,562 RESERVE FOR LOSSES 851,003,190 RESERVE FOR TAXES 16,081,016 FUNDS HELD UNDER REINSURANCE TREATIES 5,666,051 OTHER LIABILITIES (11,412,992) TOTAL LIABILITIES 1,061,597,827 CAPITAL: 70,000 SHARES, $71.43 PAR VALUE 5,000,100 CAPITAL: PAID IN 304,543,059 AGGREGATE WRITE-INS FOR SPECIAL SURPLUS FUNDS 113,661,643 SURPLUS (UNASSIGNED) 279,641,841 SURPLUS TO POLICYHOLDERS 702,846,643 TOTAL $1,764,444,470 (*EXCLUDES PREMIUM MORE THAN 90 DAYS DUE.) STATE OF PENNSYLVANIA COUNTY OF PHILADELPHIA' John Taylor, being duly sworn, says that he is Senior Vice President of Westchester Fire Insurance Company and that to the best of his knowledge and belief the foregoing Is a true and correct statement of the said Company's financial condition as of the 31 at day of December, 2016. Sworn before this March 22, 2017 Se for Vice President " Notary Public My co mission expires COMMONWEALTH OF PENNSYLVANIA ' [NOTARIAL SEAL "ana Wright, Notary Public CityR118aelphla, Phlladelphla County ommission Expires Aug. 8,'2019 EMBER, PEMNSYLVANIAASSOCiATION OF NOTARIE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE N9 08847 SAN FRANCISCO Amended Certificate of Authority THIS IS TO CERTIFY THAT; Pursuant to the Insurance Code of the State of California, Westchester Fire Insurance Company Of Pennsylvania , organized under the laws of Pennsylvania , subject to its Articles of Incorporation or otherfundamental organizational documents, is hereby authorized to transact within the State, subject to all provisions of this Cerrffecate, the following classes of insurance: Fire, Marine, Surety, Plate Glass, Liability, Workers' Compensation, Common Carrier Liability, Boiler and Machinery, Burglary, Credit, Sprinkler, Team and Vehicle, Automobile, Aircraft, and Miscellaneous as such classes are now or rusty hereafter be defined in the Insurance Laws of the State of California THIS CERTIFICATE is expressly conditioned upon the holder hereof now and hereafter being in full compliance with all, and not in violation ofany, of the applicable laws and lawful requirements made under authority of the laws of the Stale of California as long as such laws or requirements are in effect and applicable, and as such laws and requirements now are, or may hereafter be changed or amended IN W€TNF_SS WIJEREOF, effective as of the _.._..1.s_t day of January 1 2011 , I have hereunto set my hand and caused my official seal to be affixed this 2nd day of December 1 2010 . Steve Poizner �7 lnsumrlre CammissiWi"er By 1� for Sesss us uTf Stapp Chief Deputy ®a�rtgx NOTICE: QaahficeGon with the Secretary of Slate must be accomplished m required by the California Corporations Code promptly after issuance of this Celli ficatc of Authority. Failure [ado so will be a violation of Insurance Code Section 701 and will be grounds for [evoking this Certificate of Authority pursuant to the convenunts mode in the application therefor and the conditions contained herein. as, W ssmt EXHIBIT E CITY OF NEWPORT BEACH BOND NO. K13510271 LABOR AND MATERIALS PAYMENT BOND MAxcENWHEEREAS, the City of Newport Beach, State of Cafrfomia, has awarded to ENER SERVICESCORPORATION, hereinafter designated as the "Principal," an Agreement for the installation of Level 2 Charger , in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay forany materials, provisions, or other supplies used in, upon, for, or about the performance of the Work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, WESTCHESTER FIRE INSURANCE COMPANY duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety') are held and firmly bound unto the City of Newport Beach, in the sum of Twenty Nine Thousand Eight Hundred Eighty Dollars and 001100 ($ 29,880.00 ), lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Agreement; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the Work contracted to be done, or for any otherwork or laborthereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 9100 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 9500 et seq. of the Civil Code of the State of California. EVgo Services, LLC Page E-1 And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Agreement or to the Work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly exp�cuted by the above named Principal and Surety, on the 6th day of NovembZ ; , 201? MAXGEN ENERGY SERVICES CORPORATION Name of Contractor (Principal) WESTCHESTER FIRE INSURANCE COMPANY Name of Surety 436 Walnut Street, WA10H Philadelphia, PA 19106 Address of Surety 215-640-2234 Telephone Authorized Autho ized Agent Signature Maureen McNeill, Attorney -in -Fact Print Name and Title NOTARYACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1,4-L� 18 By: fr A C. arp, ity Attorney pi 22•tY EVgo Services, LLC Page E-2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of County of ) ss. California Q� 1N©oe m be r 1 `f'� 20 17 before me, ,I 2n:i -�� c�r�i ' uez Notary Public, personally appeared 'i 10. / rr4J-eLrnaiJ I who proved to me on the basis of satisfactory evidence to be the_person(s) whose name(s"ss/ re subscribed to the within instrument and acknowledged to me tha[ e he/they executed the same in (fIs r/their authorized capacity(ies), and that his/h /their signatures(s) on the instrument the prson(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. DANETTE L. RODRIGUE2 () COMM. # 2116113 �,/.�{J�TTNESS my ha n o fici seal. Cie NOTARYPUBLIC•CALIFORNIA �1 < 1 ' Q'T I'� � ii�/1 COMM. EXPIR S JJUNGE COUNTY NE 19, 2019 `STg-nature a ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of County of Camden } ss. New Jersey O&I fmm On November 6 20 17 before me, Sara P Owens Notary Public, personally appeared Maureen McNeill I who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNE my h d nd official seal. Sara P Owens d) a TMMA �� Notary Public �w Signature The State of New Jersey (se 1) My Commission Expires 06/25/2018 EVgo Services, LLC Page E-3 Powerof WESTCHESTER FIRE INSURANCE COMPANY Attorney Know all men by these presents: That WESTCHESTER FIRE INSURANCE COMPANY, a corporation of the Commonwealth of Pennsylvania pursuant to the following Resolution, adopted by the Board of Directors of the said Company on December 11, 2006, to wit 'RESOLVED, that the following authorizations relate to the execution, far and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written commitments of Me Company entered into the ordinary course of business leach a "Written Commitment'): (1)' .Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise. (2) Each duly appointed anorney-un fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise, to the extent that such action is authorized by the grant of powers provided for in such persons written appointment as such attorc ey in -fact (3) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized for and on behalf of the Company, to appoint in writing any person the attorney in -fact of the Company with full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise, such Ali Commitments of the Company as may be specified in such written appointment, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman. the President and Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to delegate in writing any other officer of the Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherase, such Written Commitments of the Company as are specified in such written delegation, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5)': The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, may be affixed by facsimile on such Written Commitment or written appointment or delegation - FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authonty of officers. employees and other persons to act for and on behalf of the Company, and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested. Does hereby nominate, constitute and. apgoint Douglas R Wheeler, Elizabeth Marrero, Jaouanda Marlin, Joanne Wagner, Kimberly G Sherrod. Maureen McNeill, Banned A Rambo, Sara Owens, Wayne Mca augh fall of the City of PHILADELPHIA, Pennsylvania, each Individually if there be more than one named, its tree and lawful attorney in fact, to make, execute, seal and deliver an its behalf, and as its act and dead any and all bonds, undertakings, recognizances, contracts and other writings in the nature thereof in penalties not exceeding SEVENTY MILLION DOLLARS 8 ZERO CENTS ($70.000.000.00) and the execution of such writings in pursuance of these presents shall be as binding upon said Company, as fully and amply as if they had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office, IN WITNESS WHEREOF, the said Stephen M. Haney, Vice -President, has hereunto subscribed his name and affixed the Corporate seal of the said WESTCHESTER FIRE INSURANCE COMPANY this 7 tlay of November 2017 �GtW! WESTCHESTER FIRE INSURANCE COMPANY �2T�14:5 Stephen M, Haney, Vice President COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA ss. On this 7 day of November; 2017 before me, a Notary Pubic of the Commonwealth of Pennsylvania in and for the County of Philadelphia came Stephen M. HaneyVice-President of the WESTCHESTER FIRE INSURANCE COMPANY to me personally known to he the individual and officer who executed the preceding instrument and he acknowledged that he executed the same; and that the seal affixed to the preceding instrument is the corporate seal of said Company, that the said corporate seal and his signature were duly affixed by the autiionty and direction of the said corporation, and that Resolution, adopted by the Board of Directors of said Company, referred to in the preceding instrument is now in force. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at the Civet Philadelphia the day and year first above written. w M9Mw[ALTN0PP0N1YLVAMU NOTARIALSEAL till KAREN E•7Di, NoMIy W 6fe / Ata Clb'a i0.Pldb. 20 10 Nn1vrY Puhlip a I, the undersigned Assistant Secretary of the WESTCHESTER FIRE INSURANCE COMPANY, do hereby really that the original POWER OF ATTORNEY, of which the foregoing is a substantially true and correct copy, is in full force and effect y % ' In witness whereof, l have hereunto subscribed my name as Assistant Secretary. and affixed the corporate seal of the Corporation, this b__ day of y\/Dvi7,!�!��L"' ' 20_17. X � Dat.hl oms-AssGst nt Secretary :'x5 VE aha` THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER NOVEMBER 07, 2019. DorT Gard e04546 contains a securitypantograph, blue background, heat-sensifive ink, coin -reactive watermark, and obediext printing on border. EXHIBIT F CITY OF NEWPORT BEACH BOND NO. K13510271 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 284.00 , being at the rate of $ 10.00 thousand of the Agreement price. MAXGENffi2YEAS, the City of Newport Beach, State of California, has awarded to SF_-RyIcES GORPORATIab , hereinafter designated as the "Principal;' an Agreement for the installation of Level 2 Charger , in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a Bond for the faithful performance of the Agreement. NOW, THEREFORE, we, the Principal, and WESTCHESTER FIRE INSURANCE COMPANY duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety'), are held and firmly bound unto the City of Newport Beach, in the sum of Twenty Nine Thousand Eight Hundred EightyDollars and 001100 ($ 29,880.00 ), lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Agreement, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements in the Agreement Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by City, only in the event City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Agreement or to the Work or to the specifications. EVgo Services, LLC Page F-1 This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly ecuted by the Principal and Surety above named, on the stn day of November , 201? MAXGEN ENERGY SERVICES CORPORATION Name of Contractor (Principal) WESTCHESTER FIRE INSURANCE COMPANY Name of Surety 436 Walnut Street, WA10H Philadelphia, PA 19106 Address of Surety 215-640-2234 Telephone Authorized C AuthoPized Agent Signature Maureen McNeill, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: I l $ By: C. H rp, ' y Attorn -r,,,o` yti- Mt EVgo Services, LLC Page F-2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verges only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. state of California County of V2 -a4 "0 )ss. Qn IV oV m lPY ) 2011 before me, f*r° g; o uo Notary Public, personally appeared I IarJ Tord,lnmc-jD I who proved to me bh the basis of satisfactory evidence to be the person(s) whose name(so/are subscribed to the within instrument and acknowledged to me thatha/she/they executed the same in is er/their authorized capacity(ies), and that bil Isher/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. DANETTE L. RODRIGUEZ dAFI2NESS m end 6ttjci116113 1 seal. �' COMM. # COUNTY r`yl J NOTARY PUBLIC • CALIFORNIA �} ORANGE COUNTY n Ignature COMM. EXPIR V* '419,2019" ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. New Jersey State of OfflgbWa County of Camden } ss. On November 6 1 20 17 before me, Sara P Owens Notary Public, personally appeared Maureen McNeill who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. _ WITNESS my hand and official seal. Sara P Owens Notary Public The State of New Jersey Signa ure My Commission E(piidL11/2512018 EVgo Services, LLC Page F-3 Power of WESTCHESTER FIRE INSURANCE COMPANY Attorney Know all men by these presents: That WESTCI IEST'ER FIRE INSURANCE COMPANY, a corporation of the Commonwealth of Pennsylvania pursuant to the following Resolution, adopted by the Board of Directors ofthe said Company on December 1 I, 2006, to wit 'RE SOLVED. that the toIloving euthomations relate to the execution, for and on behalf of the Company, of bonds undermines, recognizances. Contracts and other wnnen commitments of the Compmis" entered nm the ordinary course of basin. (each aWet en Commlmsenr ): - (q Each of the Chairman, the President and the Vice Presidents of the Company is hereby autbortxed to execute any Written C'omMbnent for and on behalf of the Company, tinder the seal ofine Company or athenvise. (1) Each duly op,,n,cd mmmey'm-fact ofdae Company is hereby authorized to ezeeuto any Written Conantmnt far and on bobs Ifo for, Cosset under the seal of the Cempmty or the ee.ta he extent such actionrs omhonud by the brant ofpa,vaprovid,d for in each persons written appoimmeia as such anotnay,i-fact (s) Each other Charman. tie President and the Vee lroodcms oftha Coal,., , hero by amt oni,edfor and on behalfof the Compaty to aptofIt. wtngon, p,own the mance,-mfadf tie Conn+. or I, full power and authority to executer, for mid on behalf orihe Company, under the seal of the Company or otherwise, such Wriuen Commitments of the Company In may be specified to such wrnum ap,mina mons, which specification maybe by general type or class of Writan Comm imtems or by specifcation of one or more particular Written Comman enIs. '(9) Each eftha Chairman, the President and Vice Presidents fare Creole., in hereby sufli.nnaml. fpr and on bohalfaf the Comppny,to McRae is vaning any other officer or the Comprviy the whosity to execot, for .,it on belmlfofthecompany, pad,,l6d Companys most or otherwise. were Written Cmaorlineirs of tire Conpmiyazareapcoined to such wrnen. delegaton,rich go fionm, may he by general type or etas, of Wellen Cunmiianems or by bpeoificmian oro one or mute pan velar Written Comtmw em> ' (5) l hesignal ore of any officer or other person"xcuing any Written Comma hent or appoiom,em or del coal on paQuoin uo this Raw I u I ion, and the seal ofthe C'on,pasmaybe affixed by Lamina I , on arch Written Commitment or v ntlmt appoimment or delegmion. PURI'IIIT, RESOLVED, that the foregoing none Iufot sial l not be droned to be on exe I user,smoment f the powers and sothrny of.fficc,,, cmVloye+s and otherV,con, m act fm and an 1,001 .1 h, Cctopoly, and such Rowl ufion shpt not limn or mher,6w affect the exercise ofanys ob pkat or autho,ly m1n se vishcly granted oryemed. - - Does hereby nominate, constitute and appoint Douglas R Wheeler, Elizabeth Marrero, Jaquanda Martin, Joanne Wagner, Kimberly G Sherrod, Maureen McNeill. Patricia A. lumbo, Sara Owens, Wayne McVaugh, all ofthe City of PHILADELPIIIA, Pennsylvania, each individually if there be more than one rallied, its true and lawful attorney- iit- fact, to make, execute, seal and deliver on its behall; and as its act and deed any and all bonds, undertakings, recognizances, contracts and other writings in the nature thereof in penalties not exceeding Seventy Five million dollars & aero cents ($75,000,000-00) and the execution of Sueh wfilingS in pursuance of these presents shall be as ISbtdmg upon said Company, as fully and amply as if they had been duly Merited slid acknowledged by the regularly elected officers of the Company at its principal office, IN WITNESS WHEREOF, the said Stephen M. Raney, Vice -President, has hereunto subscribed his name and affixed the Corporate seal ofthe said \VES"ICI I ES'I ER FIRE INSURANCE, COMPANY this 12 day of April 2017. WESTCHESTER FIRE INSURANCE COMPANY • i�\ Oft. Skphpn M. Haney. Veep lantdnll ' M ' COMMONWEALTHOF PENNSYLVANIA COON" LY OF PHILADELPHIA ss. On this 12 day of April, AD. 2017 before are, a Notary Public ofthe Commonwealth of Pennsylvania in and for the County of Philadelphia came Stephen M. Haney ,Vice -President ofthe WESTCHESTER FIRE INSURANCE COMPANY: to are personally known to be. the individual and officer who executed the preceding instrument, and he acknowledged that he executed the slu e, and that the seal affixed to the l. preceding instrument is the corporate seal ofsaid Company: l lint the said corporate seal and his signature were drily affixed by the authority and direction ofthe said corporation, and that Resolution, adopted by the Boardof Direciorz of said Company, referred to in the preceding instrument, is now in force. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Philadelphia the day and year first It written F y,• c4Jy'F�� COMMbMMG1.1N Oi•LM11�1LVI1/MA. t kW S IW lIRUI b'EAI. ae oa iF KM B. BRANDT, NOWy 111161;:tea Plb. ..i'. rAxe .'gip` i0te Jryt�elalw.C.,CJ'teT�+ I, the undersigned Assistant Secretary of (lie WESTCHESTER FR FIRE* INSURANCE COMPANI', do hereby certify that the original POWER OF ATfORNI Y, oI which the foregoing is a substantially it and con eel copy, is in full torte and elect / In witness whereof, I have hereunto subscribed my namf fixed e as Assistant Secretary, and othe corporate seal of the Corporation, this 6 lay o1' 4M /.'I: Q ,�u 77 IV r a a• � —" Dawn M- Cli pros, Assistant Secretary THIS POWER OI' ATTORNEY MAY NOT 13E USED TO EXECUTE; ANY 13OND WITH AN INCEPTION DATE AFTER April 12, 2014. Ee� sexsinne sit re 0 DocuGard bg4546 contains a socurify pantograph, blue background, heaFsertsi(ive ink, coin -reactive watermark, and rnicrofe# printlng on border. WESTCHESTER FIRE INSURANCE COMPANY FINANCIAL STATEMENT DECEMBER 31, 2016 ADMITTED ASSETS BONDS $1,492,813,519 SHORT-TERM INVESTMENTS 34,890,369 STOCKS 450,903 REAL ESTATE 0 CASH ON HAND AND IN BANK 19,880,440 PREMIUM IN COURSE OF COLLECTION* 6904,246 1 NTEREST ACCRUED 14,505,011 OTHER ASSETS 132,649,982 TOTAL ASSETS $1,764,444,470 LIABILITIES RESERVE FOR UNEARNED PREMIUMS - $200,260,562 RESERVE FOR LOSSES 851,003,190 RESERVE FOR TAXES 16,081,016 FUNDS HELD UNDER REINSURANCE TREATIES 5,666,051 OTHER LIABILITIES (11,412,992) TOTAL LIABILITIES 1,061,597,827 CAPITAL: 70,000 SHARES, $71,43 PAR VALUE 5,000,100 CAPITAL: PAID IN 304,543,059 AGGREGATE WRITE-INS FOR SPECIAL SURPLUS FUNDS 113,601,643 SURPLUS (UNASSIGNED) _ 279,641,841 SURPLUS TO POLICYHOLDERS 702,846,643 TOTAL $1,764,444,470 ('EXCLUDES PREMIUM MORE THAN 90 DAYS DUE.) STATE OF PENNSYLVANIA COUNTY OF PHILADELPHIA John Taylor, being duly sworn, says that he Is Senior Vice President of Westchester Fire Insurance Company and that to the best of his knowledge and belief the foregoing Is a true and correct statement of the said Company's financial condition as of the 31 st day of December, 2016. Swam before this March 22, 2017 Se for Vice President Notary Public Ql c-/ fr, zo l l My cc mission expires r,CMMONWEALT"OF PENNSYLVANIA' NO"rARIAL SEAL Eof ne Wrlght, Notary Pu61Ic iladclpla.PhlladelphlaCountymission Explres Aug. 8,'2019 B£ , p NBYL4 NIAA6 CiATICN OF NOTARI£B STATE OF CALIFORNIA DEPARTMENT OF INSURANCE NP 08847 SAN FRANCISCO Amenneo Certificate of Authority THIS IS TO CERTIFY THAT, pursuant to the Insurance Code of the State of California, Westchester Fire Insurance Company Of Pennsylvania , organized under the laws of Pennsylvania . subject to its Articles of Incorporation or otherfundamental organizational documents, is hereby authorized to transact within the State, subject to ail provisions of this Certificate, the following classes of insurance: Fire, Marine, Surety, Plate Glass, Liability, Workers' Qmpensation, Coumon Carrier Liability, Boiler and Machinery, Burglary, Credit, Sprinkler, Team and Vehicle, Automobile, Aircraft, and Miscellaneous as such classes are now or may hereafter be defined in the Insurance Law.? of the State of California. THIS CERTIFICATE is expressly conditioned upon the holder heraof now and hereafter being in full compliance with all, and notin violation of any, of the applicable laws and lawful requirements made under authority of the laws of the State of California as long as such laws or requirements are in effect and applicable, and as such laws and requirements now are, or may hereqfter be changed or amended IN WITNESS WIMREOF, effective as of the 1st day of January 1 2011 ,Ihave hereunto set my hand and caused my official seal to be affixed this 2nd day of December 2010 . Steve Poizner fnsuranre Commissioner By ,7r'xr�?r� for Jesss utf S@qVtpyx Chief Deputy NOTICE: Qoahti,ation with the Secretary of State mol be accomplished as required by the Cmifomia CorpmedOns Code promptly after iswanm of this CerdGOate of Authority. Failure to do so will be a violation of Insurance Code Section 701 and will be grounds rw revoking this Certificate of Authority pmanant to the convenunts made in the application therefor and the condltloos contained herein. M.. osroo awa,