CC - Item 4F – Consideration of an Investment Grade Audit Agreement with Schneider Electric Buildings Americas, Inc. to Evaluate Energy Use Optimization Measures for City FacilitiesROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND ITY COUNCIL
FROM: BEN KIM, CITY MANAGER
DATE: JULY 8, 2025
SUBJECT: CONSIDERATION OF AN INVESTMENT GRADE AUDIT AGREEMENT
WITH SCHNEIDER ELECTRIC BUILDINGS AMERICAS, INC. TO
EVALUATE ENERGY USE OPTIMIZATION MEASURES FOR CITY
FACILITIES
SUMMARY
This item seeks City Council approval of an Investment Grade Audit (IGA) agreement with
Schneider Electric Buildings Americas, Inc. The purpose of the IGA is to evaluate the City's
energy usage and identify optimization measures such as LED lighting retrofits, HVAC upgrades,
installation of Variable Frequency Drives (VFDs), and implementation of Building Automation
Systems. The audit will focus on the following facilities: City Hall, Garvey Community Center,
Rosemead Community Recreation Center, Garvey Park Clubhouse, Garvey Park Splash Zone,
Rosemead Park, and the Rosemead Aquatic Center. Additionally, the project includes the
development of a Capital Asset Planning database and a Streetlighting Master Plan for citywide
LED streetlight conversion.
DISCUSSION
On May 13, 2025, City staff presented a proposed energy service performance project aimed at
improving energy efficiency in City facilities. Following the presentation, the City Council
approved the selection of Schneider Electric as the City's Energy Service Company (ESCO). The
next step in the process is to enter into an IGA agreement with Schneider Electric.
As part of the IGA, Schneider Electric will conduct a comprehensive audit that includes a detailed
scope of work, construction schedule, firm pricing, projected energy and operational savings,
product and design specifications, and identification of applicable utility incentives and grant
opportunities to help fund infrastructure improvements.
The proposed improvements include LED lighting retrofits, HVAC system upgrades, installation
of VFDs, and integration of Building Automation Systems at City Hall, Garvey Community
Center, Rosemead Community Recreation Center, Garvey Park Clubhouse, Garvey Park Splash
Zone, Rosemead Park, and the Rosemead Aquatic Center. The audit will also support the
development of a Streetlighting Master Plan, which will inform future retrofits and the potential
installation of new street lighting.
AGENDA ITEM 4.F
City Council Meeting
July 8, 2025
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STAFF RECOMMENDATION
It is recommended that the City Council authorize the City Manager to execute the Investment
GradeAudit (IGA) Agreement with Schneider Electric in support of the City's Strategic Plan Goal
C to improve city facilities and promote the adoption of renewable energy and energy efficiency
resources.
FISCAL IMPACT
This energy conservation project will have no immediate fiscal impact. Staff have established
performance metrics in the IGA Agreement that must be achieved by Schneider Electric. if
Schneider Electric does not achieve the performance metrics, there is no obligation for the City to
proceed with any of the energy conservation measures proposed in the IGA and there is no cost to
the City for Schneider Electric to perform the investment grade audit. If Schneider Electric meets
or exceeds the performance metrics and the City decides not to move forward with the project, the
City will reimburse Schneider Electric for its time and material at a cost of $99,750.
ENVIRONMENTAL REVIEW
The proposed action is not subject to the California Environmental Quality Act (CEQA) pursuant
to CEQA Guidelines Section 15378(b)(5), as it constitutes an administrative activity of the City
involving general policy direction and does not commit the City to a specific project or result in a
physical change to the environment at this time. As such, the action does not meet the definition
of a "project" under CEQA, and no environmental review is required at this stage. Should the City
move forward with the implementation of a specific energy efficiency project as a result of this
direction, the proposed project will be evaluated for potential environmental impacts in accordance
with the California Environmental Quality Act (CEQA). At that time, the City will determine the
appropriate level of environmental review, if any, prior to project approval or commencement of
physical work.
STRATEGIC PLAN IMPACT
This action aligns with the City of Rosemead's Strategic Plan Goal C — Infrastructure and
Facilities, focusing specifically on improving city facilities and promoting the adoption of
renewable energy and energy efficiency resources. It supports the modernization of public
infrastructure through sustainable energy solutions and resource -efficient facility upgrades.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
Arlene Tieu, Administrative Analyst
City Council Meeting
July 8, 2025
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Submitted by:
Sam Gutierrez, Director of Public Works
Attachment A: Investment Grade Audit Agreement (Schneider Electric)
Attachment A
Investment Grade Audit Agreement
(Schneider Electric)
PROFESSIONAL SERVICES AGREEMENT
INVESTMENT GRADE AUDIT SERVICES
(SCHNEIDER ELECTRIC BUILDINGS AMERICAS, INC.)
1. PARTIES AND DATE.
This Agreement is made and entered into this _ Day of , 2025 (Effective
Date) by and between the City of Rosemead, a municipal organization organized under
the laws of the State of California with its principal place of business at 8838 E. Valley
Blvd., Rosemead, California 91770 ("City") and Schneider Electric Buildings Americas,
Inc. with its principal place of business at 1650 West Crosby Rd. Carrollton, TX 75006
("Consultant'). City and Consultant are sometimes individually referred to herein as
"Party" and collectively as 'Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Investment Grade
Audit Services to public clients, is licensed in the State of California and is familiar with
the plans of City.
2.2 Project.
City desires to engage Consultant to render such ongoing professional Investment
Grade Audit Services ("Services") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
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3.1.1 General Scope of Services: Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the Investment Grade Audit
Services necessary for the Project, herein referred to as "Services". The Services are
more particularly described in Exhibit A attached hereto and incorporated herein by
reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations. The City acknowledges
that the Services are not intended to serve as a comprehensive inspection of the City's
facilities and that, to facilitate the performance of the Services and to assist Consultant in
identifying and recommending Energy Conservation Measures ("ECMs") appropriate for
the City's facilities, the City is responsible for providing Consultant with all such access,
knowledge and history as may be relevant to Consultant's analysis, including, without
limitation, with respect to the City's facilities, systems, and equipment, as well as its
accounting, maintenance, and operation practices.
3.1.2 Term. The term of this Agreement shall be for a one (1) year period
from the Effective Date shown unless earlier terminated as provided herein. Consultant
shall complete the Services within the term of this Agreement and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel performing
the Services under this Agreement on behalf of Consultant shall also not be employees
of City and shall at all times be under Consultant's exclusive direction and control.
Consultant shall pay all wages, salaries, and other amounts due such personnel in
connection with their performance of Services under this Agreement and as required by
law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services: Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
City shall respond to Consultant's submittals in a timely manner. Upon request of City,
Consultant shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
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3.2.3 Conformance to Applicable Requirements: All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel: Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Consultant may substitute
other personnel of at least equal competence upon written approval of City. In the event
that City and Consultant cannot agree as to the substitution of key personnel, City shall
be entitled to terminate this Agreement for cause. As discussed below, any personnel
who fail or refuse to perform the Services in a manner acceptable to the City, or who are
determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project or a threat to the safety of persons or property, shall be
promptly removed from the Project by the Consultant at the request of the City.
3.2.5 City's Representative: The City hereby designates the City Manager,
or his or her designee, to act as its representative for the performance of this Agreement
("City's Representative"). City's Representative shall have the power to act on behalf of
the City for all purposes under this Agreement. Consultant shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative: Consultant hereby designates Marc
Starkey or his/her designee, to act as its representative for the performance of this
Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,
using his/her professional skill and attention, and shall be responsible for all means,
methods, techniques, sequences and procedures and for the satisfactory coordination of
all portions of the Services under this Agreement.
3.2.7 Coordination of Services: Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees: Consultant shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Consultant represents that
all employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City business License, and
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that such licenses and approvals shall be maintained throughout the term of this
Agreement. As provided for in the indemnification provisions of this Agreement,
Consultant shall perform, at its own cost and expense and without reimbursement from
the City, any services necessary to correct errors or omissions which are caused by the
Consultant's failure to comply with the standard of care provided for herein.
3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of
and in compliance with applicable local state and federal laws, rules and regulations in
any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be
liable for all violations of such laws and regulations in connection with Services. If the
Consultant performs any work knowing it to be contrary to such laws, rules and
regulations and without giving written notice to the City, Consultant shall be solely
responsible for all costs arising therefrom. Consultant shall indemnify and hold City, its
officials, directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any liability to the extent found to be
arising out of any failure to comply with such laws, rules or regulations.
3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for
the duration of this Agreement insurance coverage as specified in Exhibit B attached to
and part of this agreement.
3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant
shall at all times be in compliance with all applicable local, state and federal laws, rules
and regulations, and shall exercise all necessary precautions for the safety of its
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and life saving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.12 Government Code Section 1097.6: In accordance with California
Government Code §1097.6(c)(1), Consultant's duties and services under this Agreement
shall not include preparing or assisting the City with any portion of the City's preparation
of a request for proposals, request for qualifications, or any other solicitation regarding a
subsequent or additional contract with the City. The City shall at all times retain
responsibility for public contracting, including with respect to any subsequent Project.
Consultant's participation in the planning, discussions, or drawing of project plans or
specifications for any subsequent or additional contract shall be limited to conceptual,
preliminary, or initial plans or specifications. Consultant shall cooperate with the City to
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ensure that bidders (if the City elects to utilize a bidding process) for a subsequent
contract on any subsequent Project have access to the same information, including all
conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant
to this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation: Subject to the conditions set forth in Sections 3.3.2.1,
3.3.2.2, and 3.3.2.3 below, Consultant shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement which shall not exceed
Ninety -Nine Thousand Seven Hundred and Fifty ($99,750) and shall be paid in
accordance with consultant's proposal dated March 20'", 2025. Consultant's proposal is
hereby incorporated and found in Exhibit "A". Extra Work may be authorized in writing.
3.3.2 Payment of Compensation: Consultant shall be compensated as
follows:
3.3.2.1 Payment through Performance Contract. City shall
have no payment obligations under this contract if Consultant and City execute an Energy
Services Agreement within 180 days, allowing sufficient time for contract negotiation,
attorney review, and City processing days, after issuance of the Notice of Acceptance
(Exhibit C: Notice of Acceptance of Investment Grade Audit Report) of the final Investment
Grade Audit Report, in which case the fee indicated in Section 3.3.1 above shall be
incorporated into Consultant's project costs in the Energy Services Agreement and paid
through the project's funding mechanisms.
3.3.2.2 Non -Execution of ESA. If City and Consultant do not
Execute an Energy Services Agreement within 180 days as provided for in Subsection
3.3.2.1, above, and if Consultant's Investment Grade Audit Report does not meet the
parameters of subsection 3.3.2.3 below, then City shall pay to Consultant the fee
indicated in Section 3.3.1 above.
3.3.2.3 Project With Insufficient Savings. City shall have no
payment obligations under this Contract in the event that Consultant's final Investment
Grade Audit Report does not contain a package of cost saving measures which, if
implemented, will provide City with cash savings sufficient to fund City's payments of all
costs and fees associated with the Energy Services Agreement, including 1) the fee
associated with the Investment Grade Audit, and 2) any annual fees for measurement,
monitoring, and maintenance incurred by the Consultant. Should the Consultant
determine at any time during the Investment Grade Audit that savings cannot be attained
to meet these terms, the Investment Grade Audit will be terminated by written notice by
the Consultant to City. In this event this Contract shall be cancelled, City shall have no
obligation to pay, in whole or in part, the amount specified in Section 3.3.1 above.
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3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.
3.3.4 Extra Work: At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any
work which is determined by City to be necessary for the proper completion of the Project,
but which the parties did not reasonably anticipate would be necessary at the execution
of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work
without written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection: Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination: City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such termination.
Upon termination, Consultant shall be compensated only for those services which have
been adequately rendered to City, and Consultant shall be entitled to no further
compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination: If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished Documents/ Data
and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required to provide
such document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services: In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and
in such manner as it may determine appropriate, services similar to those terminated.
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3.5.2 Delivery of Notices: All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
Schneider Electric Buildings Americas, Inc.
1650 West Crosby Rd
Carrollton, TX 75006
Attn: Tammy Fulop
CITY:
City of Rosemead
8838 Valley Boulevard
Rosemead, CA 91770
Attn: Sam Gutierrez
Such notice shall be deemed made when personally delivered or when mailed, forty- eight
(48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed adequate
notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property: This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or
works of authorship fixed in any tangible medium of expression, including but not limited
to, physical drawings or data magnetically or otherwise recorded on computer diskettes,
which are prepared or caused to be prepared by Consultant under this Agreement and
are paid for in full by the City pursuant to Sections 3.3.2.1 or 3.3.2.2 above ("Documents
& Data"). Consultant shall require all subcontractors to agree in writing that City is granted
a non-exclusive and perpetual license for any Documents & Data the subcontractor
prepares under this Agreement. Consultant represents and warrants that Consultant has
the legal right to license any and all Documents & Data. Consultant makes no such
representation and warranty in regard to Documents & Data which were prepared by
design professionals other than Consultant or provided to Consultant by the City. The
Documents & Data are intended for use solely with respect to the project for which they
were prepared. Any reuse or modification by City shall be at City's sole risk. Should City
provide Data and Documents to a third party, City will ensure Consultant is released by
said third party from liability, arising out of the use of such Data and Documents.
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3.5.3.2 Confidentiality: All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the Services.
Nor shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use City's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate
with one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees: If either party commences an action against
the other party, either legal, administrative or otherwise, arising out of or in connection
with this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorney's fees and all costs of such action as
part of prevailing party's total damages as determined by court of competent jurisdiction
or as agreed upon by the parties in settlement.
3.5.6 Indemnity and Defense.
a. Indemnity and Defense
To the fullest extent permitted by law, Consultant shall indemnify and hold harmless
Agency and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all losses, liabilities, damages, costs and expenses, including legal
counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or
omission of Consultant, its officers, agents, employees or subconsultants (or any agency
or individual that Consultant shall bear the legal liability thereof) in the performance of
services under this agreement. Consultant's duty to indemnify and hold harmless Agency
shall not extend to the Agency's sole or active negligence.
b. Duty to Defend
In the event the Agency, its officers, employees, agents and/or volunteers are made a
party to any action, lawsuit, or other adversarial proceeding arising from the performance
of the services encompassed by this agreement, and upon demand by Agency,
Consultant shall defend the Agency at Consultant's cost or at Agency's option, to
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reimburse Agency for its costs of defense, including reasonable attorney's fees and costs
incurred in the defense of such matters to the extent the matters arise from, relate to or
are caused by Consultant's negligent acts, errors or omissions. Payment by Agency is
not a condition precedent to enforcement of this provision. In the event of any dispute
between Consultant and Agency, as to whether liability arises from the sole or active
negligence of the Agency or its officers, employees, or agents, Consultant will be
obligated to pay for Agency's defense until such time as a final judgment has been
entered adjudicating the Agency as solely or actively negligent. In no event shall the cost
to defend charged to the design professional exceed the design professional's
proportionate percentage of fault.
3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed
by both parties.
3.5.8 Governing Law: This Agreement shall be governed by the laws of the State
of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence: Time is of the essence for each and every provision of
this Agreement.
3.5.10 City's Right to Employ Other Consultants: City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns: This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions: Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed
calendar days and not work days. All references to Consultant include all personnel,
employees, agents, and subcontractors of Consultant, except as otherwise specified in
this Agreement. All references to City include its elected officials, officers, employees,
agents, and volunteers except as otherwise specified in this Agreement. The captions of
the various articles and paragraphs are for convenience and ease of reference only, and
do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
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3.5.14 Amendment; Modification: No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party
any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants
that it has not paid nor has it agreed to pay any company or person, other than a bona
fide employee working solely for Consultant, any fee, commission, percentage, brokerage
fee, gift or other consideration contingent upon or resulting from the award or making of
this Agreement. Consultant further agrees to file, or shall cause its employees or
subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as
required under state law in the performance of the Services. For breach or violation of
this warranty, City shall have the right to rescind this Agreement without liability. For the
term of this Agreement, no member, officer or employee of City, during the term of his or
her service with City, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment: Consultant 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 or age. Such non-discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination. Consultant shall also comply with all
relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan
or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
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3.5.21 Authority to Enter Agreement: Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts: This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the
work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
3.7 The City's Information.
3.7.1 The City is responsible for providing Consultant with all such access,
knowledge and history as may be relevant to Consultant's performance of the Investment
Grade Audit Services, including, without limitation, with respect to the City's Facilities,
systems, and equipment, as well as its accounting, maintenance, and operation practices.
the City is required to disclose all known or suspected deficiencies, defects and
malfunctions of or affecting the Facilities, systems, equipment and components thereof, as
well as any site conditions that should be considered in planning and executing future
construction services. the City responsibilities are set forth in further detail on Exhibit A.
The City agrees that it shall provide and continue to provide Consultant with all such
information, documentation, access, knowledge and history as is available to the City and
relevant to Consultant's timely and successful completion of and performance of its
obligations under this Agreement and the Scope of Work, including, without limitation, the
following:
3.7.1.1 Copies of or access to (i) all such working drawings, specifications,
surveys and "As -Built" drawings as it may have relating to the Site(s), to the Work, and/or
to work being performed by other companies at the Site(s), and (ii) all such surveys as it
may have describing the physical characteristics, legal boundaries and restrictions, and/or
utility locations at and around the Site(s); and
3.7.1.2 Copies of all energy bills, energy usage data, and all other such
documentation maintained by the City.
3.7.2 To facilitate the exchange of relevant facilities information, the City shall
provide Consultant with access to the City's key facilities personnel and, at Consultant's
reasonable request, shall designate a City representative to ensure the timely and correct
transfer of information requested by Consultant.
[Signatures on next Page]
General
Schneider Electric Buildings Americas, Inc.
Page 12 of 27
CITY OF ROSEMEAD
Ben Kim, City Manager Date
Attest:
Ericka Hernandez, City Clerk Date
Approved as to Form:
Rachel Richman, City Clerk Date
General
Schneider Electric Buildings
America, Inc.
M
Name:
Title:
[if Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL
OF CONTRACTOR REQUIRED]
M
Name:
Title:
Schneider Electric Buildings Americas, Inc.
Page 13 of 27
EXHIBIT A
SCOPE OF SERVICES/ RATE SCHEDULE
1. CONSULTANT agrees to Provide Customer with the following:
A. An IGA of each of the facilities described under Section 3 (each, a "Facility"; collectively, the
"Facilities");
B. An IGA Report & Draft Deliverables as detailed below in Sections 4 & 5;
C. A draft Energy and Construction Services Contract to be entered into if Customer elects to
move forward with the Project.
2. Customer agrees to Provide CONSULTANT with the following:
A. A list of any requirements and/or specifications that Customer expects to be included in
and/or associated with the scope of work;
B. Complete access to the Facilities (including remote network access as appropriate) and to
information concerning the Facilities, including without limitation such Facility access and
information as will enable CONSULTANT to accurately perform an energy efficiency
analysis, measure actual energy use, take equipment inventory, determine operating
schedules, and identify known operational deficiencies;
C. Access to key personnel to discuss operating requirements;
D. Copies or loans of building plans and other such documents for the purpose of facilitating
CONSULTANT's understanding of the Facility characteristics and the current sequences of
operation; and
E. All other insight, knowledge and history as may be relevant to CONSULTANT's analysis,
particularly with respect to the operation, maintenance and energy efficiency of the Facilities,
as well as disclosure of all known or suspected deficiencies, defects and malfunctions of or
affecting the Facilities or the systems, components and equipment therein.
3. Facilities /Systems Included:
FACILITIES
ADDRESS
SQ. FT.
Aquatic Center/ Rosemead Park
9155 Mission Dr, Rosemead, CA 91770
29,200
Garvey Park / Splash Zone
7933 Emerson PI, Rosemead, CA 91770
17,200
Rosemead City Hall
8838 E Valley Blvd, Rosemead, CA 91770
18,000
Garvey Community Center
9108 Garvey Ave, Rosemead, CA 91770
20,000
Rosemead Community Recreation Center
3936 Muscatel Ave, Rosemead, CA 91770
18,000
TOTAL
102,400
Ge 4
Schneider Electric Buildings Americas, Inc.
Page 14 of 27
SYSTEMS TO BE EVALUATED
Interior LED Lighting Retrofit
Exterior LED Lighting Retrofit
Park and Sports Field LED Lighting Retrofit
Streetlighting Master Plan
HVAC Replacement
Building Automation System
Variable Frequency Drives (VFDs)
Additional Savings/Modernization solutions as identified in IGA
4. Milestones & IGA Deliverables:
The IGA will consist of three (3) major milestone deliverables and review meetings between the
CONSULTANT, the Customer, and its agents including 3rd party City's Representation and
SoCaIREN. Following submission of the 30%, 60%, and 90% IGA deliverables, the City and its
agents shall have a maximum of ten (10) business days to review and either (a) approve the report
for progression to the next phase or (b) return written comments, questions, or requested revisions
to the CONSULTANT. If the City fails to respond within the ten (10) business day period, the report
shall be deemed approved for the purpose of continuing to the next milestone, unless the City
provides written notice within such period requesting a specific extension, not to exceed five (5)
additional business days. Upon receipt of City comments, CONSULTANT shall respond within five
(5) business days, and a conference call shall be scheduled promptly to resolve any outstanding
issues. Milestone progression shall occur only after City has provided written approval or the report
is deemed approved as outlined above.
30% Draft IGA Deliverable & Planning Meeting shall be completed within 45 calendar days
after execution of this Contract.
o Facility Descriptions — General, envelope, lighting, HVAC, building controls.
o Baseline Lighting Audit
o Equipment Inventories
o Updated scope matrix of potential measure options for input and discussion
o Feasibility level energy savings and costs for ECM options
o Preliminary project development & implementation timeline
60% Draft IGA Deliverable & Planning Meeting shall be completed within 80 calendar days
after the 30% milestone.
o Detailed scope of work descriptions for each measure
o Projected energy & cost savings for each measure
o Supporting data, which may include EMS Trending analyses and data logger results
o Budgetary pricing for the project based on subcontractor input consistent with Section
6 below.
o Proposed M&V strategies in accordance with IPMVP
o Preliminary Client Services offerings including CAP demo
o Review of possible grants and funding incentives
o Draft pro forma/financial models
o Inflation & Escalation Rates - Any general inflation rates and/or escalation rates will
be approved at the sole discretion of the City. The escalation rate shall not exceed 3
percent, unless agreed upon by the City.
General
Schneider Electric Buildings Americas, Inc.
Page 15 of 27
90% Draft IGA Deliverable & Planning Meeting shall be completed within 45 calendar days
after the 60% milestone
o Final scope of work
o Final fixed, firm pricing consistent with Section 6 below
o Financial pro -forma
o Guaranteed annual energy savings and M&V plan
o Commissioning Plan
o Operations & Maintenance Plan
o Training Plan
o Marketing vision and community engagement plan
o Final drawings and equipment specifications
o Preliminary construction phasing plan
o Template Energy and Construction Services Contract for review
100% IGA Report shall be completed within 15 calendar days after the 90% milestone.
o Incorporate all necessary engineering, economic, financial, and overall scope of work
changes documented through the 30-60-90% draft deliverables
o Include all required information detailed in the chart below & Section 5.
o Final M&V plan
IGA DELIVERABLES - WORK PRODUCTS
Streetlighting Master Plan
Streetlighting Audit - AutoCAD & ArcGIS Files
Facilities Lighting Line -by -Line (LxQ
Engineering Drawings
Product Specifications
PDF that clarifies how savings have been calculated.
5. Investment Grade Audit Report
The IGA Report is a deliverable that summarizes various components of the project, including the
proposed project scope, costs, savings, etc. CONSULTANT shall complete the following as a part
of the 100% Investment Grade Audit (IGA) Report.
Overview
• Contact information
• Executive Summary
• Description of the facility, measures evaluated, analysis methodology, results
• Summary table presenting the cost and savings estimates for each measure and for
the project as a whole.
• Summary table of recommended energy and operational saving measures, including
total and itemization for each measure of total design and construction cost, annual
maintenance costs, the first year cost avoidance (in dollars and energy units), simple
payback and equipment service life
• Any cost savings due to changes to utility rates or commodity costs due to changes in
metering, commodity procurement, etc.
• Summary of annual energy use and costs by fuel type and costs of existing or base
year condition
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• Calculation of energy and cost savings expected if all recommended measures are
implemented, and total percentage savings of total facility energy cost.
• Description of the existing facility, mechanical and electrical systems
• Summary description of measures, including estimated costs and savings for each as
detailed above
• Summary of recommended City related actions (i.e. internal occupant energy reduction
programs or competitions, plug load reduction measures, procurement
recommendations -laptops not desktops, etc.)
• Discussion of measures considered but not investigated in detail
• Summary of the value beyond energy cost savings (i.e. greenhouse gas reduction,
employee retention and recruiting benefits, employee productivity benefits, etc.)
• Conclusions and recommendations
Baseline and/or base Year energy use
• Description and itemization of current billing rates, including schedules and riders.
• Summary of all utility bills for all fuel types and water.
• Identification and definition of base year consumption and description of how
established
Provide detail on baseline adjustments, if any, as approved by City.
Reconciliation of estimated end use consumption (i.e. lighting, cooling, heating, fans,
plug loads, etc.) with base year (include discussion of any unusual findings)
Description of each operational and enerav savings measure
Written description
• Existing conditions
• Description of equipment to be installed and how it will function
• Detailed descriptions for each measure including analysis method, supporting
calculations (submitted in appendices), results, proposed equipment and
implementation issues, including a discussion of facility operations and
maintenance procedures that will be affected by installation/implementation.
• Plan for installing or implementing the recommendation.
• Discussion of the conclusions, observations and caveats regarding cost and
savings calculations.
Savings calculations
• Base year energy use and cost
• Post -retrofit energy use and cost
• Savings calculations including analysis methodology, supporting calculations
and assumptions used.
• Annual savings calculations. The cost savings for all energy saving measures
must be estimated for each year during the contract period. Savings must be able
to be achieved each year (cannot report average annual savings over the term of
the contract).
• Savings calculations must be limited to savings allowed by City as described
above.
• Percent cost -avoidance projected
• Description and calculations for any proposed rate changes
• Explanation of how savings interactions between retrofit options is accounted
for in calculations.
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• Operation and maintenance savings, including detailed calculations and
description. Ensure that maintenance savings are only applied in the applicable
years and only during the lifetime of the particular equipment.
• If computer simulation is used, include a short description and state key input
data and software used. If requested by City, printouts shall be provided of all
input files and important output files and included in the Investment Grade Audit
(IGA) with documentation that explains how the final savings figures are derived
from the simulation program output printouts
• If manual calculations are employed, formulas, assumptions and key data shall
be stated and provided for City's review.
• Conclusions, observations, caveats
Cost estimate
• In accordance with Section 6, include a detailed narrative of the construction
scope of work and open book pricing model that builds up the cost to a total
fixed -firm price. Include all anticipated costs associated with installation and
implementation. Provide specifications for major mechanical components as
well as detailed lighting and water fixture counts.
• Engineering/design costs
• CONSULTANT/vendor estimates for labor, materials, and equipment; include
special provisions, overtime, etc., as needed to accomplish the work with
minimum disruption to the operations of the facilities.
• Permit costs
Other
• Construction management fees
• Environmental costs or benefits (disposal, avoided emissions, handling of
hazardous materials, etc.)
• Note that all markups and fees shall not exceed those stated in Section 6.
• Conclusions, observations, caveats
• Estimate of average useful service life of equipment
• Commissioning plan
• Measurement & Verification plan, following the current version of the
International Performance Measurement and Verification Protocol (IPMVP),
explaining how savings from each measure is to be measured and verified
(description of Option A, B, C, or D will be implemented for the measure).
• Discussion of impacts that facility would incur after contract ends. Consider
operation and maintenance impacts, staffing impacts, budget impacts, etc., and
identify who is responsible for maintenance.
• Compatibility with existing energy management control and/or building
automation systems.
• Complete appendices that document the data used to prepare the analyses.
Describe how data were collected.
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Streetlighting Master Plan
1. Survey of all city streets, identify all streetlights and traffic signal lights. Data gathered on
forms pre -approved by the City.
2. Data compiled in Excel and mapped in ArcGIS & AutoCAD. Database to show for each
luminaire: Owner (SCE vs City), Roadway Width, Style of Luminaire, Mounting Type, Mast
Arm Length, Lamp Type, Wattage, Pole Material, Pole Height, Pole Spacing.
3. 5 -year Phased CIP Plan with luminaire replacement cost estimates, with the City
understanding that a 5 -year cost -projection accuracy is not 100% due to projected potential
tariffs.
4. 3 meetings with staff, one City Council meeting, One community meeting, and meetings
with SCE. Collaborative brochure/flier included. Costs for mailings not included.
5. Photometrics on 151 City owned streetlights.
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6. Project Pricing:
The below schedule is a deliverable that summarizes the pricing structure and the proposed
project costs and price. CONSULTANT shall complete this chart as a part of the 100% Investment
Grade Audit Report.
Cost Markups
Assumptions for Cost Markup Table Above
Rows D - N are calculated as a percent of Row C
Rows P & Q are calculated as a percent of Row O
General
Project Budget Category
Maximum
Percentage
Price/Cost
a
Subcontractor Costs (Contractor
Costs to CONSULTANT
N/A
b
Other Direct Purchases of Equipment,
Material, Supplies (Supplier Costs to
CONSULTANT
c
Total of Hard Costs
c = a + b
d
Project Development
X9/0
e
Design/Engineering
X910
f
Project Management
X910
g
Permits
X910
h
Performance Bond
X9/0
i
Payment Bond
X910
j
Commissioning
X%
K
Measurement & Verification
X95
1
Training
X910
m
Contingency
X%
n
Warranty Service
X%
o
Total of Hard Costs &
CONSULTANT Fees
X%
o = c + sum(d:n)
p
Overhead
12%
q
Profit
6%
r
PROJECT PRICE SUB TOTAL w/OH
&P
X%
r = o + p + q
Assumptions for Cost Markup Table Above
Rows D - N are calculated as a percent of Row C
Rows P & Q are calculated as a percent of Row O
General
Schneider Electric Buildings Americas, Inc.
Page 20 of 27
7. Savings Measurement & Verification Plan:
The M&V plan will be developed per the most recent IPMVP guidelines for M&V of annual
guaranteed savings. This plan and report shall be thoroughly reviewed by City. Energy-related cost
savings shall be measured and/or calculated as specified in the savings M&V Plan. Upon
acceptance of construction by City, an annual M&V Report shall be provided to City for the previous
performance year to provide verification of savings. The M&V report shall be submitted within 60
days of the anniversary of the performance period Commencement Date.
In the event the Energy and Cost Savings achieved during such guarantee year are less than the
Guaranteed Energy and Cost Savings as defined in the agreed to Savings Guarantee, the
CONSULTANT shall pay the City an amount equal to the shortfall. The CONSULTANT shall remit
such payments to the City within 60 days of written notice by the City of such monies due In the
event that the Energy and Cost Savings achieved during during such guarantee year are greater
than the Guaranteed Energy and Cost Savings as defined in the agreed to Savings Guarantee, the
excess savings shall inure to the benefit of the City and shall not be applied to previous or future
years' shortfalls.
The M&V Plan shall incorporate at minimum the following components:
• Proposed Annual Savings Overview
• Site Use and Savings Overview
• M&V Plan Summary
• Schedule of Verification Reporting Activities
• Proposed Annual Savings per ECM
�e�en�
Schneider Electric Buildings Americas, Inc.
Page 21 of 27
EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will
maintain insurance in conformance with the requirements set forth below. Consultant will
use existing coverage to comply with these requirements. If that existing coverage does
not meet the requirements set forth here, Consultant agrees to amend, supplement or
endorse the existing coverage to do so. Any insurance proceeds available to City in
excess of the limits and coverage required in this agreement and which is applicable to a
given loss, will be available to City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance with coverage at least as broad as Insurance Services Office
form CG 00 01, in the amount of $10,000,000 per occurrence, $15,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must
include contractual liability that has not been amended. Any endorsement restricting
standard ISO "insured contract" language will not be accepted.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits shall be $5,000,000 per accident. If
Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto
endorsement to the general liability policy described above. If Consultant or Consultant's
employees will use personal autos in any way on this project, Consultant shall provide
evidence of personal auto liability coverage for each such person.
Workers Compensation on a state -approved policy form providing statutory
benefits as required by law with employer's liability limits of $5,000,000 per accident or
disease.
Umbrella or excess liability insurance. [If required to meet higher limits]. Consultant
shall obtain and maintain an umbrella liability insurance policy with limits that will provide
bodily injury, personal injury, and property damage liability coverage, including
commercial general liability, automobile liability, and employer's liability. Such policy or
policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that
would otherwise have applied proves to be uncollectible in whole or in part for any
reason, other than bankruptcy or insolvency of said primary insurer;
• "Pay on behalf of wording as opposed to "reimbursement";
• Concurrency of effective dates with primary policies.
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Should Consultant obtain and maintain an excess liability policy, such policy shall be
excess over commercial general liability, automobile liability, and employer's liability
policies. Such policy or policies shall include wording that the excess liability policy follows
the terms and conditions of the underlying policies.
Professional Liability or Errors and Omissions Insurance as appropriate shall be
written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the consultant and "Covered Professional Services" as designated in the
policy must include work performed under this agreement. The policy limit shall be no less
than $2,000,000 per claim and in the aggregate. The policy must "pay on behalf of the
insured and must include a provision establishing the insurer's duty to defend the Named
Insured. The policy retroactive date shall be on or before the effective date of this
agreement.
Insurance procured pursuant to these requirements shall be written by insurers
that are admitted carriers in the state of California and with an A.M. Best's rating of A- or
better and a minimum financial size Vll.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees the Commercial General Liability, automobile liability, and
umbrella/excess liability insurance policies shall provide or be endorsed to
provide that the City and its officers, officials, employees, agents, and
volunteers shall be included additional insureds under such policies.
2. No liability insurance coverage provided to comply with this Agreement, with
the exception of Professional Liability insurance, shall prohibit Consultant,
or Consultant's employees, or agents, from waiving the right of subrogation
prior to a loss. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement
relating to the City or its operations limits the application of such insurance
coverage.
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4. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over' claims, including any
exclusion for bodily injury to an employee of the insured or of any contractor
or subcontractor.
5. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Consultant shall
not make any reductions in scope of coverage (e.g. elimination of
contractual liability or reduction of discovery period} that may affect City's
protection without City's prior written consent.
6. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an
additional insured endorsement from Consultant's Commercial General
Liability policy, shall be delivered to City at or prior to the execution of this
Agreement. In the event such proof of any insurance is not delivered as
required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to
obtain any insurance it deems necessary to protect its interests under this
or any other agreement and to pay the premium. Any premium so paid by
City shall be charged to and promptly paid by Consultant or deducted from
sums due Consultant, at City option.
7. Consultant agrees to oblige its insurance agent or broker and insurers to
provide the Agency with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of
coverage for each required coverage. If any of the Consultant's insurance
agents, brokers or insurers are unwilling to provide such notice, then
Consultant shall have the responsibility of notifying the Agency immediately
in the event of Consultant's failure to renew any of the required insurance
coverages, or insurer's cancellation or non -renewal...
8. It is acknowledged by the parties of this agreement that all insurance
coverage (except Professional Liability and Workers' Compensation)
required to be provided by Consultant or any subcontractor, is intended to
apply first and on a primary, noncontributing basis in relation to any other
insurance or self-insurance available to City.
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9. Consultant agrees to ensure that subcontractors, and any other party
involved with the project who is brought onto or involved in the project by
Consultant, provide the same minimum insurance coverage required of
Consultant. Consultant agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in
conformity with the requirements of this section. Consultant agrees that
upon request, all agreements with subcontractors and others engaged in
the project will be submitted to City for review.
10. If Consultant's existing coverage includes a deductible or self-insured
retention, the deductible or self-insured retention must be declared to the
City.
11. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the
Consultant ninety (90) days advance written notice of such change. If such
change results in substantial additional cost to the Consultant, the City will
negotiate additional compensation proportional to the increased benefit to
City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking
any steps that can be deemed to be in furtherance of or towards
performance of this Agreement.
13. Consultant acknowledges and agrees that any actual or alleged failure on
the part of City to inform Consultant of non-compliance with any insurance
requirement in no way imposes any additional obligations on City nor does
it waive any rights hereunder in this or any other regard.
14. Consultant will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type
pursuant to this agreement. This obligation applies whether or not the
agreement is canceled or terminated for any reason. Termination of this
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obligation is not effective until City executes a written statement to that
effect.
15. Consultant shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced
with other policies providing at least the same coverage. Proof that such
coverage has been ordered shall be submitted prior to expiration. A
certificate of insurance and/or additional insured endorsement as required
in these specifications applicable to the renewing or new coverage must be
provided to City at least five days prior to the expiration of the coverages.
16. The provisions of any workers' compensation or similar act will not limit the
obligations of Consultant under this agreement. Consultant expressly
agrees not to use any statutory immunity defenses under such laws with
respect to City, its employees, officials and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any
given policy. Specific reference to a given coverage feature is for purposes
of clarification only as it pertains to a given issue, and is not intended by any
party or insured to be limiting or all inclusive.
18. These insurance requirements are intended to be separate and distinct from
any other provision in this agreement and are intended by the parties here
to be interpreted as such.
19. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Section.
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Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work performed under this agreement. City assumes no
obligation or liability by such notice but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
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EXHIBIT C
NOTICE OF ACCEPTANCE OF INVESTMENT GRADE AUDIT REPORT
Notice of Acceptance
Date of Notice
Notice is hereby given that City accepts the Investment Grade Audit and Project Development
Proposal by CONSULTANT, as contemplated in Section 2 of the Investment Grade Audit
Contract dated
City Representative Name
go
Date
When completely executed, this form is to be sent by certified mail to the CONSULTANT by CITY.
General