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2200 - Schneider Electric Buildings Americas, Inc - Energy Optimization Measurer - Investment Grade Audit ServicesPROFESSIONAL SERVICES AGREEMENT INVESTMENT GRADE AUDIT SERVICES (SCHNEIDER ELECTRIC BUILDINGS AMERICAS, INC.) 1. PARTIES AND DATE. This Agreement is made and entered into this 9th Day of July , 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. Schneider Electric Buildings Americas, Inc. Page 2 of 27 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. Schneider Electric Buildings Americas, Inc. Page 3 of 27 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 Schneider Electric Buildings Americas, Inc. Page 4 of 27 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 General Schneider Electric Buildings Americas, Inc. Page 5 of 27 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 20th, 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. Schneider Electric Buildings Americas, Inc. Page 6 of 27 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. General Schneider Electric Buildings Americas, Inc. Page 7 of 27 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: CITY: Schneider Electric Buildings Americas, Inc. 1650 West Crosby Rd Carrollton, TX 75006 Attn: Tammy Fulop 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. Ge vdl Schneider Electric Buildings Americas, Inc. Page 8 of 27 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 General Schneider Electric Buildings Americas, Inc. Page 9 of 27 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. Schneider Electric Buildings Americas, Inc. Page 10 of 27 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. Schneider Electric Buildings Americas, Inc. Page 11 of 27 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] Schneider Electric Buildings Americas, Inc. Page 12 of 27 CITY OF ROSEMEAD Ben Kim y Manager Attest. Ericka Hernandez, City Clerk Approved as to Form: Rachel Richman, City Attorney Date -2&&- Date uate I—r. Schneider Electric Buildings America. Inc. By: Name: Jordan Lerner Title: Vice President [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: �- r> - 7 , �i "� Name. Brandon Bedford Title: Senior Director Schneider Electric Buildings Americas, Inc. Page 12 of 27 CITY OF ROSEMEAD Ben Kim y Manager Date Attest: Ericka Hefinandez, City Clerk Approved as to Form: -7/2!2--g- Date 7/2--g-Date av hlz-� �y— achel Richman, City Attorney Da e Schneider Electric Buildings America, Inc. By: Name: Jordan Lerner Title: Vice President [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] 0 Name: Title: Schneider Electric Buildings Americas, Inc. Page 13 of 27 i=3:11-711rt1 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 Or, 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 G - ,A 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 3" 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. 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 (LxL) 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 General Schneider Electric Buildings Americas, Inc. Page 16 of 27 • 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 energy 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. Ge ne,aI Schneider Electric Buildings Americas, Inc. Page 17 of 27 • 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. General Schneider Electric Buildings Americas, Inc. Page 18 of 27 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. Schneider Electric Buildings Americas, Inc. Page 19 of 27 6. Project Pricina: 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 XYO e Design/Engineering X% f Project Management X% g Permits X% h Performance Bond X% i Payment Bond X% j Commissioning X9/ K Measurement & Verification X% I Training X% m Contingency X% n Warranty Service X% o Total of Hard Costs & CONSULTANT Fees X% o = c + surd p Overhead 12% q Profit 8% 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 General 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. Schneider Electric Buildings Americas, Inc. Page 22 of 27 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. Schneider Electric Buildings Americas, Inc. Page 23 of 27 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. Schneider Electric Buildings Americas, Inc. Page 24 of 27 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 Schneider Electric Buildings Americas, Inc. Page 25 of 27 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. General Schneider Electric Buildings Americas, Inc. Page 26 of 27 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. Schneider Electric Buildings Americas, Inc. Page 27 of 27 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 1 Contract dated City Representative Name An Date When completely executed, this form is to be sent by certified mail to the CONSULTANT by CITY. G.—.1 ACC31Ro® CERTIFICATE OF LIABILITY INSURANCE DATE YYYY) 07/071202512025 /zozs THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the Certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA LLC. 99 HIGH STREET CONTACT NAME' PHONE FAX No: EED AL RI BOSTON, MA 02110 Ann Boston.CerlRequeat@Marsh.com I Fax: 212-948-4377 y y INSURERS AFFORDING COVERAGE NAIC if INSURER A: National Union Fire Ins Co Pittsburgh PA 19445 KFLAN INSURED Schneider Electric Holdings, Inc. INSURER B: Atli Insurance Cc 19399 INSURER C: Lexington Insurfuncen 19437 1111 Pasquinelli Drive, Suite 100 INSURER D: Westmont, IL 60559 INSURER E: INSURER F: MED EXP (Any one person) $ 5,000 COVERAGES CERTIFICATE NUMBER: NYC -012353581-01 REVISION NUMBER: 8 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR LTR TYPE OF INSURANCE AOOL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY y y 025710668 01/01/2025 01/01/2026 EACH OCCURRENCE $ 10,000,000 CLAIMS-MADEX❑ OCCUR DAMAGE O PREM SESE. occuRence S,000,ODO $ MED EXP (Any one person) $ 5,000 X Contractual Liability PERSONAL B ADV INJURY $ 10,00000 GENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 15,000,000 X POLICY F7 PR7 LOC PRODUCTS - COMP/OP AGO $ 15,000,000 $ OTHER: A AUTOMOBILE LIABILITY y y 025710637 (AOS) 01/01/2025 01101/2026 COMBINED SINGLE LIMIT $ 5,000,000 Ea accident BODILY INJURY (Par person) IS A X ANY AUTO 025710636 (MA) 01/01/2025 01101/2026 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY g UMBRELLAUAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTIONS IS B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNEWEXECUTIVE Y/N OFFICEWMEMBER EXCLUDED? (Mandatory in NH) NIA y 025710670 (ADS) AddPO h 160na WC/EL policies am shown 0110112025 01101/2026 X STATUTE ETH E.L. EACH ACCIDENT $ 5,OOD,000 E.L. DISEASE - EA EMPLOYEE $ 5,000,000 E.L. DISEASE -POLICY LIMIT $ 5,000,000 If yea, describe under DESCRIPTION OF OPERATIONS below on the followin a e 9p9 C PROFESSIONAL 02-778-14-79 01101/2025 01/01/2026 EACH CLAIM/AGGREGATE 5,000,000 E80 LIABILITY POLICY IS CLAIMS MADE SIR: 5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is requlmd) RE: PC25P0026. City of Rosemead and its officers, officials, employees, agents, and volunteers are included as additional insured with respect to General Liability and Auto Liability per the endorsements) attached. General Liability and Automobile Liability are primary and non-contributory over any existing insurance and limited to liability caused, in whole or in part by the named insured perthe endorsements attached. Waiver of Subrogation is included in favor of the Certificate Holder under General liability, Auto Liability, and Worker's Compensation per the endorsements) attached. CERTIFICATE HOLDER CANCELLATION City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 8838 E. Valley Blvd THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Rosemead, CA 91770 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 'i7ZcyrcaE 'erf �>� ��/i ACORD 25 (2016103) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO® 11./ AGENCY CUSTOMER ID: GN102662751 LOC #: Boston ADDITIONAL REMARKS SCHEDULE Page 2 of 3 AGENCY MARSH USA LLC. NAMED INSURED Schneider Electric Holdings, Inc. 1111 Pasquinelli Drive, Suite 100 Westmont, IL 60559 POLICY NUMBER CARRIER NAIC CODE EFFECTNE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance ADDITIONAL NAMED INSUREDS INCLUDETHE FOLLOWING'. Schneider Electric USA, Inc. Schneider Electric Engineering Services, LLC Vans Industries, LLC Schneider Electric IT Corporation Schneider Electric Buildings Americas, Inc. Schneider Electric Federal, Inc. (Formerly Schneider Electric Buildings Critical Systems, Inc.) Schneider Electric Solar Inverters USA, Inc. Schneider Electric Power Services, Inc. Summit Energy Services, Inc. Schneider Electric IT Mission Critical Services, Inc. Schneider Electric Smart Grid Solutions, LLC Schneider Electric Systems USA, Inc. ASCO Power Services, Inc. ASCO Power Technologies, L.P. Schneider Electric Advisory Services, Inc. Schneider Electric Digital, Inc. Schneider Electric Foundries LLC Schneider Electric Energy Management Software, Inc. Operation Technology, Inc. (DBA ETAP) (Excluding Workers Compensation) ETAP Automation, Inc. (Excluding Workers Compensation) IGErXAO USA, Inc. Pr it Corp. Automatic Control Engineering Corporation BIM-EleoUcal Corp. Ecoi Inc. (Workers' Compensation is provided through Summit Energy Services, Inc.) Planon Corporation (Excluding Professional Liability) Motivair LLC Orient ElectrRcation, LLC (Excluding Workers Compensation) Auto Buffer (Excess Auto Limits) Quota Share: Cartier RSW Indemnity Company Policy Number: NHA604090 Limit: $2.5M part of $5M xs $5M Carrier. SinusPoint Specialty Insurance Corporation Policy Number: TSX-001230-25 Limit: $2.5M pan of $5M xis $5M -ADDITIONAL WORKER'S COMP POLICIES^ POLICY PERIOD: 01101/201 CARRIER: AIU INSURANCE COMPANY POLICY NUMBERS AND STATES'. -0i (AOS: AL, AR, AZ, CA. CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, OR, PA, RI, SC, SO, IN TX, UT, VA, VT, WA, WV, WY) -025710671(WI) - PUERTO RICO: WC IS PURCHASED THROUGH THE STATE FUND AS PUERTO RICO IS MONOPOLISTIC. - OHIO ONLY EXCESS WORKERS COMP'. POLICY NUMBER: 025710672; CARRIER: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Arnnn Intl fonnAti (c) 2008 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD, AGENCY CUSTOMER ID: CN102662751 LOC M Boston Ai ADDITIONAL REMARKS SCHEDULE Page 3 of 3 AGENCY MARSH USA LLC. NAMED INSURED Schneider Electric Holdings, Inc. 1111 Pasquinelli Drive, Suite 100 Westmont, IL 6D559 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance LIMITS: EACH ACCIDENT'. $3,000,0001 DISEASE -POLICY LIMIT: 3,000,000/DISEASE-EACH EMPLOYEE: $3,000,000; SELF-INSURED RETENTION: $2,000,000 Schneider Electric Holdings, Inc. has agreed that, within 30 days after receipt of notice of cancellation of the insurance policies referenced above from the applicable insurers, Schneider Electric Holdings, Inc. or us desgra a will send a copy of such notice to the Certificate Holder of this Certficate. Such notice is not a right or obligation within the policies, it does not alter or amend any coverage, it will not extend any policy cancellation date and itwill not negate any cancellation of the policy. Failure to provide a copy of such notice to the Certificate Holder shall impose no obligation or liability of any kind upon the insurer or its agents or representatives. n 9ADR ACr1Rr1 Cr1RDr1RATIr1M All rirrhi The ACORD name and logo are registered marks of ACORD This endorsement, effective 12:01 A.M. 01/01/2025 forms a pan of policy No. 025710637 issued to SCHNEIDER ELECTRIC HOLDINGS, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following. BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: WHERE REQUIRED UNDER CONTRACT OR AGREEMENT L SECTION 11- COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. • Who Is Insured, is amended to add: d Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish Insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered `auto". However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or W The coverage and/or limits required by said contract or agreement. AUTHORIZED REPRESENTATIVE 87950 (9/14) Includes copyrighted information of Insurance Services Office, Inc., Page 1 of 1 with its permission. This endorsement, effective 12:01 A.M. 01/01/2025 forms a part of policy No. 025710637 issued to SCHNEIDER ELECTRIC HOLDINGS, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS This endorsement modifies insurance provided under the fo#bwing. BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditlons, B., General Conditions, 5., Other Insurance, c., is amended by the addition of the following sentence: The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed prior to the date of accident. We will not ask any insurer that has issued other insurance to such additional insured to contribute to the settlement of loss arising out of such accident. All other terms and conditions remain unchanged. �Oi1N�L� Authorized Representative or Countersignature (In States Where Applicable) 74445 (10/99) ENDORSEMENT This endorsement, effective 12:01 A.M. 01/01/2025 forms a part of policy No. 025710637 issued to SCHNEIDER ELECTRIC HOLDINGS, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modes insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, A. - Lass Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add: However, we will waive any right of recovery we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: (1) The "accident' or 'loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and (2) The contractor agreement was entered into prior to any "accident' or "loss'. No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovered funds obtained by any injured employee. 44c�k4 AUTHORIZED REPRESENTATIVE 62897 (6/95) POLICY NUMBER: 025710668 COMMERCIAL GENERAL LIABILITY CG 2010 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations As required under contract As required under conlract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", 'property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to 'bodily injury" or "property damage" occurring after: 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 2• 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or That portion of your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 Cc) Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement: or 2. Available under the applicable limits of insurance: whichever is less. This endorsement shall not applicable limits of insurance. increase the Page 2 of 2 © Insurance Services Office. Inc., 201 a CG 20 10 12 19 POLICY NUMBER: 025710668 COMMERCIAL GENERAL LIABILITY CG 20 37 1219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons) Or Or anizatien s Location And Description Of Completed Operations As required under contract As required under contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contractor agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 Cc) Insurance Services Office. Inc., 201 8 Page 1 of 1 ENDORSEMENT This endorsement, effective 12:01 A.M. 01/01/2025 forms a part of policy No. 025710668 issued to SCHNEIDER ELECTRIC HOLDINGS, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - PRIMARY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4., Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. 44U�4 ,C Authorized Representative or Countersignature (in States Where Applicable 74434 (10/99) POLICY NUMBER; 025710668 COMMERCIAL GENERAL LIABILITY CG 24 0412 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Any Person or Organization Requiring Waiver of Transfer of Rights of Recovery Pursuant to the Terms of Any Contract or Agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © insurance Services Office, Inc., 2018 Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT --CALIFORNIA This endorsement changes the policy to which it is attached effective on the Inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when ttus endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 0110112025 Issued to SCHNEIDER ELECTRIC HOLDINGS, INC. By A I U INSURANCE COMPANY Premium forms a part of Policy No. 025-71-0670 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule, The additional premium for this endorsement shall be 2.00 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization ANY PERSON OR ORGNIZATION WHICH REQUIRE YOU TO OBTAIN THIS WAIVER FROM US. WC 04 03 06 Countersigned by _ _ _ - _ _ _ _ _ _ _. (Ed. 04184) Job Description Authorized Representative Click here for a printer -friendly version of this document. click MEMORANDUM OF INSURANCE :h -nM' 024 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum. This Memorandum does not amend, extend or alter the coverage described below. This Memorandum may only be copied, printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use. Any other use, duplication or distribution of this Memorandum without the consent of Marsh is prohibited. "Authorized viewer" shall mean an entity or person which is authorized by the insured named herein to access this Memorandum via haps://manhdigital.marsh.cam/marshconnectlAewMOI.action?clientld=155730404. Marsh USA LLC The information contained herein is as of the date referred to above. Marsh shall be under no obligation to update such information. PRODUCER I COMPANIES AFFORDING COVERAGE USA LLC Schneider Electric Holdings, Inc. (See below for Additional Named Insureds) 1111 Pasquinelli Drive Suite 100, Westmont Illinois 60559 United States A AIU Insurance Company B National Union Fire Insurance Cc of Pittsburgh, PA c ACE Property & Casualty Insurance Company D RSUI Indemnity Company E SiriusPoint Specialty Insurance Corporation F EXCESS LIABILITY A THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FORTHE POLICY PERIOD INDICATED. 025710670 NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE 01 -Jan -2026 TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO LTR TYPE OFPOLICY INSURANCE POLICY NUMBER EFFECTIVE DATE POLICY EXPIRATION DATE LIMITS LIMITS IN USD UNLESS OTHERWISE INDICATED B GENERAL LIABILITY Comanerclal 025710668 01 -Jan -2025 01 -Jan -2026 ALAGGREGATE $15,000,000 CTS-COMP/OP 515,000,000 NALANDADV $10,000,000 General Liability OCCURRENCE S10,000,000 rFl� EXECUTIVE Occurrence AMAGE (ANY ONE $5,000,000 XP (ANY ONE $5,000 N) ARE Included B AUTOMOBILE LIABILITY 025710636(MA) O1 -Jan -2025 O1 -Jan -2026 �Ii INED swcLE $5,000,000 BORDILNEJHIRY (PER B Any Auto 025710637(AOS) OI -Jan -2025 01 -Jan -2026 EXCESS LIABILITY A WORKERS 025710670 0I -Jan -2025 01 -Jan -2026 A COMPENSATION / EMPLOYERS (AOS) 0I -Ian -2025 01 -Jan -2026 LIABILITY 025710671 (WI) THE PROPRIETOR/ PARTNERS/ EXECUTIVE OFFICERS ARE Included D Auto Buffer INHA604090 0I -Jan -2025 01 -Jan -2026 WORKERS COMP LIMITS Statutory ELEACHACCIDENT $5,000,000 EL DISEASE -POLICY LNIT $5,000,000 EL DISEASE - EACH EMPLOYEE $5,000,000 part of Xs Q E 1Aut0Buffer 1TSX-001230-25 101 -Jan -2025 101 -Jan -2026 11S2,S ,,part of I $2,500,00011 The Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage. Any modifications hereto are not authorized. MEMORANDUM OF INSURANCE I 26 -Dec -2024 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum. This Memorandum does not amend, extend or alter the coverage described below. This Memorandum may only be copied, printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use. Any other use, duplication or distribution of this Memorandum without the consent of Marsh is prohibited. "Authorized viewer" shall mean an entry or person which is authorized by the insured named herein to access this Memorandum via kups:Hmanhdigital.marsh.com/marshconnect/viewMOI.action?clientld=155730404. The information contained herein is as of the date referred to above. Marsh shall be under no obligation to update such information. PRODUCER IMSURED Marsh USA LLC I Schneider Electric Holdings, Inc. (See below for Additional 111 Pasquinelli Drive nice 100, Westmont linois 60559 Inited States Professional Liability 1/1/2025-1/1/2026 Claims Made Limit: $10,000,000 #: 02-778-14-79 ice Carrier: Lexington Insurance Company the Professional Liablity Program, any Entity which a company is required by contract to add as An Insured under this , Coverage Section but only for the Wrongful Acts of a company. ADDITIONAL WORKERS COMPENSATION COVERAGE: 1/1/2025-1/1/2026 cy #:025710670 rance Carrier: AIU Insurance Company hcable States: AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WV ONLY EXCESS WORKERS COMPENSATION COVERAGE: 9:025710672 tee Carrier: National Union Fire Insurance Co. of Pittsburgh, PA Accident: $3,000,000 ,se -Policy Limit:$3,000,000 ase -Each Employee $3,000,000 nsured Retention $2,000,000 following are Additional Named Insureds for the General Liability, Workers Compensation, Ohio Excess Workers ipensation, Automobile Liability/Physical Damage & Umbrella Liability Policies: ;ider Electric USA, Inc. !ider Electric Engineering Services, LLC Industries, LLC ;ider Electric IT Corporation ;ider Electric Buildings Americas, Inc. ;ider Electric Buildings Critical Systems, Inc. ;ider Electric Solar Inverters USA, Inc. ;ider Electric Power Services, Inc. iit Energy Services, Inc. eider Electric IT Mission Critical Services, Inc. ider Electric Smart Grid Solutions, LLC ider Electric Systems USA, Inc. Power Services, Inc. Power Technologies, L.P. ider Electric Advisory Services, Inc. [der Electric Digital, Inc. [der Electric Foundries LLC ider Electric Energy Management Software, Inc. [ion Technology, Inc. (DBA ETAP) (Excluding Workers Compensation) Automation, Inc. (Excluding Workers Compensation) {AO USA, Inc. Corp. dic Control Engineering Corporation ectrical Corp. , Inc. (Workers' Compensation is provided through Summit Energy Services, Inc.) Corporation (Excluding Workers' Compensation and Professional Liability) )Ie Amounts by line of coverage: Liability- $10,000,000 bile Liability- $5,000,000 Compensation- $2,000,000 is applicable on the General Liability, Auto Liability and Workers Compensation policies Endorsement AL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT endorsement modifies insurance provided under the following: INESS AUTO COVERAGE FORM person or organization for whom you me contractually bound to provide additional insured status but only to the extent of person or organization liability arising out of the use of a covered I - LIABILITY COVERAGE, A. Coverage, 1. - Who is Insured, is amended to add: Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional cured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that rson or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered uto". However, the insurance provided will not exceed the lesser of. The coverage and/or limits of this policy, or The coverage and/or limits required by said contract or -IAL GENERAL LIABILITY COVERAGE INCLUDES: General Liability Form Products/Completed Operations Contractual Liability Independent Contractors Broad Form Property Damage Personal Injury Damage to Rented Premises Cross Liability Employers Liability Severability of Interests Blended Pollution Endorsement 74437 (1/09) is included in the General Liability policy referenced above. Exclusion is not included in the General Liability policy referenced above. Endorsement ENT OF LIMITS OF INSURANCE (PER PROJECT OR PER LOCATION AGGREGATE LIMIT) endorsement modifies insurance provided under the following: 1MERCIAL GENERAL LIABILITY COVERAGE FORM Project General Aggregate Limit is $15,000,000 when required by written contract. 20 11 12 19 INSURED MANAGERS OR LESSORS OF endorsement modifies insurance provided under the following: LIABILITY COVERAGE PART 1. Designation of Premises (Part Leased to You): That part of any premises leased to you. 2. Name of Person or Organization (Additional Insured): Any person or organization as required by written contract with you but only to the extent of that written contract with you. 3. Additional Premium: Included iCTION H WHO IS AN INSURED is amended to include as an insured the person or organization shown in the Schedule a only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and own in the Schedule and subject to the following additional exclusions: tis insurance does not apply to: Any "occurrence" which takes place after you cease to be a tenant in that premises. Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization own in the Schedule. 2033 12 19 tL INSURED OWNERS, LESSEES OR "ORS AUTOMATIC STATUS WHEN IN CONSTRUCTION AGREEMENT WITH YOU. endorsement modifies insurance provided under the following: )MMERCIAL GENERAL LIABILITY COVERAGE PART Section ll Who Is An Insured is amended to include as an additional insured any person or organization for whom you are rforming operations when you and such person or organization have agreed in writing in a contract or agreement that such rson or organization be added as an additional insured on your policy. Such person or organization is an additional insured dy with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in rt, by: Your acts or omissions; or The acts or omissions of those acting on your behalf; the performance of your ongoing operations for the additional insured. persons or organization's status as an additional insured under this endorsement ends when your operations for that lditional insured are completed. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: tis insurance does not apply to: 'Bodily injury', 'property damage" Or "Personal and advertising injury" arising out of the rendering of, or the failure to rider, any professional architectural, engineering or surveying services, including: The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, range orders or drawings and specifications; or Supervisory, inspection, architectural or engineering activities. "Bodily injury" or "property damage" occurring after: All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, aintenance or repairs) to be performed by or on behalf of the additional insuredls) at the location of the covered operations is been completed; or That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or ganization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the me project. 20 15 12 19 INSURED VENDORS endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE PART OPERATIONS LIABILITY COVERAGE PART SCHEDULE 1) Name Of Additional Insured Person(s) Or 2) Organization(s) (Vendor) Your Products 3) All Vendors who sell or distribute your products 4) All Products. A. Section I1 Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) shown in the Schedule, but only with respect to "bodily injury" or "property damage" arising out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in die absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor, or It. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (I) The exceptions contained in Sub -paragraphs d. or f; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization that you have acquired such products from, or any ingredient, part or container, entering into, accompanying or containing such products. CG 20 10 12 19 INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART of Person or Organization: Any person or organization whom you become contractually obligated to include as an ,nal insured as a result of any contract or agreement you have entered into. Section II- Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the hedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, whole or in part, by: Your acts or omissions; or The acts or omissions of those acting on your behalf; the performance of your ongoing operations for the addition] insured(s) at the location(s) designated above. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: tis insurance does not apply to "bodily injury' or "property damage" occurring after: All work, including materials, parts or equipment furnished in connection with such work on the project (other than the rvice, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered aerations has been completed; or That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or ganization other than another contractor or subcontractor engaged in performing operations for a principal as pari of the me project. 2037 12 19 INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS endorsement modifies insurance provided under the following: IMERCIAL GENERAL LIABILITY COVERAGE PART of Person or Organization: Any person or organization whom you become contractually obligated to include as an mal insured as a result of any contract or agreement you have entered into. a II- Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the de, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your at the location designated and described in the schedule of this endorsement performed for that additional insured and ed in the "products -completed operations hazard". 24041219 IVER OF TRANSFER OF RIGHTS OF RECOVERY AINST OTHERS TO US endorsement modifies insurance provided under the following: IMERCIAL GENERAL LIABILITY COVERAGE PART of Person or Organization: Pursuant to applicable written contract or agreement you enter into. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (SECTION IV --CONDITIONS) is ended by the addition of the following: waive any right of recovery we may have against the person or organization shown in the Schedule above because of ments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that :on or organization and included in the "products -completed operations hazard". This waiver applies only to the person or mization shown in the Schedule above. Form 74434 (10/99) ADDITIONAL INSURED - PRIMARY INSURANCE ( and NON-CONTRIBUTORY) This endorsement modifies insurance proivded under the following: COMMERCIAL GENERAL LIABLITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4., Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. The Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage. Any modifications hereto are not authorized. Click here for a printer -friendly version of this document.