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Home My WebLink About613811 TELVENT USA LLC - CONTRACT - RFP - 8777 GEOGRAPHIC INFORMATION SYSTEM EDITING TOOLS AProfessional Services Agreement © 2014 Telvent Page 1 This Professional Services Agreement (“Agreement”) made effective on the 8th day of February 2019 (“Effective Date”) by and between the City of Fort Collins, Colorado (“Client”) and Telvent USA, LLC, a limited liability company organized under the laws of Delaware (“Contractor”), and collectively the “Parties” and individually, “Party” with reference to the following: WHEREAS, Client requires Contractor to perform certain professional Services as defined in each applicable Task Order to this Agreement; and WHEREAS, Contractor has the expertise necessary to perform such Services; and NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises the Parties hereby agree as follows: Article 1 – Scope of Agreement The Contractor agrees to provide services in accordance with the general scope of services attached hereto as Exhibit A, consisting of two (2) pages, and incorporated herein by this reference. Irrespective of references in attached materials to subcontractors or other parties performing the specific Scope of Work on behalf of Contractor, the Contractor shall be solely responsible for performance of all work described in an applicable Task Order. This Agreement establishes the framework in order to enable Contractor to provide professional Services to Client and its Affiliates. “Services” means work described in an applicable “Task Order” (incorporating a Task Order and an associated Scope of Work agreed upon by the Parties, in substantially the form set forth in Attachment 1 hereto). The Parties agree that the terms of this Agreement will govern all purchases by Client of Services unless otherwise agreed by the Parties in writing. Pre-printed terms contained in any Client purchase order shall not apply to any of the Services provided under this Agreement "Affiliate" means any corporation or other entity that owns or controls, is owned or controlled by, or is under common control or ownership with a Party. A corporation or other entity shall be deemed to control another corporation or entity if it, directly or indirectly, owns more than fifty (50%) percent of the voting shares or other interest, or has the power to elect more than half the directors or representatives of such other corporation or entity. Article 2 – Responsibilities of Contractor a. Professional Standards. Contractor shall perform all Services and provide all products as specified in this Agreement and the applicable Task Order. In performing the specified Services, Contractor shall follow practices consistent with the professional and technical standards in the industry. b. Staffing. Contractor will furnish Services in the amount necessary to complete the work promptly and effectively and shall be responsible for the supervision and direction of the work by its employees. For each Task Order, Contractor shall identify a designated project manager, who shall be empowered to act for the Contractor in accordance with this Agreement in all matters relating to the technical administration and staffing matters relating to the Services as defined in the ”Scope of Work”, those services set forth in each Task Order which are elements of the General Scope of Services. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 2 c. Change in Key Contractor Staff. Should Contractor’s project manager be unable to complete his/her responsibility for any reason, Contractor will provide replacement personnel of equal qualifications, education and experience. Contractor will be responsible to bear any relocation, training, and expenses associated with providing such replacement personnel including the time necessary for such personnel to become familiar with the Services already performed. Article 3 – Independent Contractor Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between Client and Contractor. Contractor is an independent contractor and not an employee of Client, or any of its subsidiaries or Affiliates. The consideration set forth in a Task Order or Task Order shall be the sole consideration due to Contractor for the Services rendered hereunder. Article 4 – Responsibilities of Client a. Staffing and Project Manager. Client agrees that its officers and employees will cooperate with Contractor in the performance of Services under this Agreement and will be available for consultation with Contractor at such reasonable times as do not conflict with their other responsibilities. In each Task Order, Client shall identify its designated Project Manager, who shall be empowered to act for the Client in accordance with this Agreement and shall have sole discretion to review the quality, acceptability and fitness of Services performed and items provided by the Contractor. b. Change in Key Client Staff. Should Client’s Project Manager be unable to complete his/her responsibility for any reason, Client will provide replacement personnel of equal qualifications, education and experience. Client will be responsible to bear any relocation, training, and expenses associated with providing such replacement personnel including the time necessary for such personnel to become familiar with the Services already performed. c. Data, Resources and Facilities. Upon request by Contractor, Client, without charge, will reasonably furnish or make available for examination or use any data and/or Client resources that is necessary for Contractor to complete the Services. Client shall also provide Contractor sufficient access to the hardware and software system(s) required for the performance of the Services. Remote access to Client’s systems may also be required and such access may be provided through an external connection such as Citrix, VNC (Virtual Network Connection), VPN (Virtual Private Network), or PCAnywhere. If Client is not able to provide access via an external connection, then Client may be required to supply additional hardware and equipment. d. Specification of Deliverables. The specifications of deliverables described in each Task Order are intended as precise guidance as to the conduct within a project. However, the Client realizes that different combinations of work practice, updated technological approaches, and modern equipment can potentially yield a final product of accuracy and quality equal to that proposed in each Task Order. In such cases, such changes would be made through a mutually executed Change Order between the parties. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 3 e. Backup and Recovery. During the entire course of the project, Client will be responsible for backup/recovery of all onsite project related digital data, materials and databases housed on Client computer systems. Contractor will be responsible for backup/recovery of all project related data housed on Contractor computer systems. Article 5 - Acceptance a. Deliverable Review. All deliverables as defined in each Task Order (“Deliverable(s)”) shall be submitted to Client for review and categorization as detailed in Article 5(c) below. Client shall have fourteen (14) days to categorize the Deliverables and Contractor shall be notified in writing of any delays in the review period. Should Client fail to notify Contractor in writing within fourteen (14) days, the Deliverables shall be deemed accepted. b. Compliance. All reviews will be performed on the basis of work correctness and compliance with the Agreement and associated Task Orders. Client reserves the right to return for correction within the review period any Deliverables that are in error or have not been prepared within the specifications set forth in the applicable Task Order. c. Classification of Deliverables. After review, Deliverables shall be classified as follows: (i) DELIVERABLE ACCEPTED, shall be defined as a Deliverable conforming to the Task Order or meeting the specifications, with no more than minor and/or isolated exceptions or nonconformities and as documented on a Task Order Milestone Acceptance Form. In such case Client will take responsibility for any necessary corrections. (ii) DELIVERABLE PENDING ACCEPTANCE - REWORK REQUIRED, shall be defined as a Deliverable essentially conforming to its specification, but having a significant number of isolated exceptions, and is accepted pending re-editing and correction by Contractor. Contractor shall re-edit the work for the indicated errors and resubmit within 30 days. Client will rerun its acceptance checks for the classes of errors detected in the initial check and will reclassify the Deliverable(s) as either ACCEPTED or REJECTED. (iii) DELIVERABLE REJECTED, shall be defined as a Deliverable failing to conform to the Task Order or to meet specification in ways that indicate that major improvements in procedure are needed to avoid recurrence. Contractor shall rework the Deliverable and resubmit to Client within 30 days, at which time the Client will rerun its acceptance check and reclassify the work. d. Client Delays. Client must exercise due diligence and shall ensure that factors solely in the control of Client, such as Client delays and failure to fulfill Client responsibilities, will not substantially interfere with Contractor’s ability to complete the Services. Client shall notify Contractor of any such factors that may cause delays in the completion of tasks or changes to the Task Order, and both Parties will mutually determine required modifications to this Agreement which shall be agreed to in writing by both parties via a Change Order. e. Final Acceptance and Certification. At the conclusion of project acceptance, Contractor will request that Client sign a final acceptance certificate and Client shall have fourteen DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 4 (14) days to sign off on the final acceptance certificate. Should Client fail to notify Contractor of their acceptance in writing within fourteen (14) days of receiving the final acceptance certificate, all of the Deliverables shall be deemed accepted. In addition, should Client use any of the Deliverables in a Production Environment prior to receipt of an acceptance certificate, such use shall constitute deemed acceptance on part of Client. A “Production Environment” is defined as a computer system consisting of hardware that is executing the Software in an environment that is accessed by end users and is part of Licensee’s system of record database system for live business operations. Article 6 – Changes to the Task Order Client may at any time request additions, modifications or deletions to the Task Order. If such changes cause an increase or decrease in the cost of, or time required for, performance of the Services, an equitable adjustment shall be made in the fixed fee, and the Task Order shall be modified in writing, accordingly, using the form provided in Attachment 2. Project members may discuss or make arrangements for changes in the Task Order, but any verbal or written communication between or among Client and Contractor project personnel shall not be construed as a modification to the conditions of the Agreement unless a formal modification is executed using the scope change order form provided. Article 7 – Compensation and Invoices a. Fixed Fee for Tasks. Client shall pay Contractor the fixed fee for each task performed as outlined in the applicable Task Order. If changes in the schedule are made by consent of both Parties via written Change Order, that affect the completion of tasks or change the order of the tasks that affect milestone acceptance, Contractor has the right to invoice based on a partial milestone completion percentage. In the event any work task is not 100 percent complete, but Contractor desires partial payment for work completed, Contractor may submit sufficient documentation via Change Order to assure the Client that Contractor has satisfactorily performed such tasks and outline remaining tasks and requested schedule adjustment. Client’s acceptance of such Change Order and any payment thereunder in no way abrogates Contractor's responsibility to complete all tasks in the milestone and correct any errors in compensated work tasks before Client is required to make final payment for that milestone. The maximum amount that Contractor may be paid for each task, unless otherwise provided by written authorization in the form of a Change Order, from Client, shall be as specified in the Task Order. b. Milestone Payments and Out-of-Pocket Expenses. Each Milestone payment amount includes the labor plus any out-of-pocket expenses. The Contractor will submit an invoice and Milestone Acceptance Form (Attachment 3, attached hereto and made a part hereof), identifying the Milestone delivered, and the expected amount. The Client will have fourteen (14) days to approve or reject the Milestone Acceptance form, the signature of which constitutes acceptance of the deliverables within the Milestone. Failure on the part of Client to reject the Milestone within fourteen (14) days will constitute acceptance. Invoice terms are 30 days net, following receipt of accepted invoice. The Contractor will set up ACH payments. Any invoices that are past due are subject to additional interest of 8% per year. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 5 c. Exclusive of Shipping, Handling, and Taxes. Services, products, and data provided for under this Agreement are quoted exclusive of all state, local, and other taxes or other charges (other than income taxes payable by Contractor). Client is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from state and local government sales and use taxes under C.R.S. §§39-26-701, et seq. (Colorado Sales Tax Exemption Identification Number 98-02565). Contractor shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Contractor may wish to have in place in connection with this Agreement. Client shall reimburse Contractor for any state and local sales and use tax, penalty, or statutory interest that may be levied or assessed as a result of a tax jurisdiction audit determination contrary to Client’s Tax Exemption Certificate. In the event of a dispute with regard to a taxing jurisdiction, Contractor shall promptly notify the Client in writing. Article 8 – Indemnification a. General Indemnity. Each Party (the “Indemnifying Party”) agrees to indemnify the other Party (the “Indemnified Party”), its officers, directors and employees from and against any and all third Party claims, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and costs) or liabilities to the extent resulting from the Indemnifying Party’s negligence or misconduct arising from or related to the performance of the work pursuant to this Agreement. It is the intent of this Agreement that each Party to this contract shall bear the risk of and liability for its own actions arising from or related to the performance of the work pursuant to this Agreement, and that the limitations and protections afforded Client under the Colorado Governmental Immunity Act shall apply to limit Client's liability. Client shall continue to have any other remedies available at law, subject to the limits of liability set out herein. b. Copyright and Intellectual Property Rights. Contractor will indemnify, at its expense, any action or proceeding brought against Client by a third Party to the extent that it is based on a claim that any part of the Deliverables provided, or their use under this Agreement, infringes any copyrights, trademarks, patents or other intellectual property right in Canada or United States (“Claim”). Client shall promptly notify Contractor in writing of any infringement action or proceeding that has been brought or threatened of which it is aware. Contractor will settle or defend the action and pay the costs and damages awarded in any action or proceeding, provided that Contractor has control of the defense of any action and all negotiations for settlement or compromise in connection therewith. In the event that a final injunction is obtained against Client’s use of any part of the Deliverables by reason of infringement of a foregoing proprietary right, or if in Contractor’s opinion the Deliverables is likely to become the subject of a claim for such infringement, Contractor shall at its option and expense, either: (i) procure for Client the right to continue using such portion of the Deliverables; or (ii) replace such portion of the Deliverables with a non-infringing and non- misappropriating functional equivalent satisfactory to Client or (iii) modify such portion of the Deliverables in a way satisfactory to Client so that it becomes non-infringing and non-misappropriating. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 6 Contractor will have no indemnification obligations under this section with regard to any Claim that is based upon (a) a modification of the Deliverables made by Client (other than at Contractor’s written direction); (b) use of the Deliverables in combination with products, data or business methods not provided by or authorized in writing in advance by Contractor, if the infringement or misappropriation would not have occurred without the combined use; (c) use of any release of the Deliverables if, as of the date of a Claim or threatened Claim, the infringement or misappropriation would not have occurred through use of a more recent release of the Deliverables; (d) any use of the Deliverables by Client other than for Client’s internal use; (e) use by Client after notice by Contractor to discontinue use of all or a portion of the Deliverables. For purposes of this Article 8, "Client's internal use" shall extend to Authorized Representatives of Client acting on Client’s behalf and in accordance with the terms of this Agreement. c. Data for Work Execution. It is understood among the Parties that the Contractor is relying solely upon information, data, records, documentation, and maps already in existence and copy made available by the Client or at the direction of the Client to the Contractor with which to perform its obligation under this Agreement, and that the resulting work product is informational only and may not be relied on as a substitute for documents of records. Article 9 – Limitation of Liability Contractor’s liability, including the liability of any Subcontractors or Affiliates, to Client in contract tort, strict liability or otherwise regarding the Services or Deliverables provided under this Agreement, is limited to amounts paid by Client under the Statement of Work which is the basis for the liability. In no event will Contractor, or any Subcontractor or Affiliate, be liable for any indirect, special, or consequential damages, including lost profits, even if advised of the possibility of such damage or loss. The Parties expressly acknowledge and agree that they have entered into this Agreement, including the prices herein, in reliance upon the limitations of liability specified herein, which allocate the risk between Contractor and Client. If any remedy hereunder is determined to have failed in its essential purpose, all limitations of liability, disclaimers and exclusions of warranty and damages set forth in this Agreement shall remain in effect. The limitation of liability stated in this Article shall not apply to damages resulting from infringement, personal injury, death or property damage to tangible physical property which results from Contractor's or any Subcontractor’s or Affiliate’s gross negligence or willful misconduct. Article 10 – Insurance a. Insurance Coverage. Contractor shall maintain in force, throughout the term of the Contract or any extension thereof, insurance with the following coverage and limits: (i) If applicable, Automobile Insurance in the amount of not less than one million dollars ($1,000,000). Such policy shall provide that it shall not be cancelled except upon thirty (30) days prior written notice (by registered mail) to the Client. (ii) Professional Errors and Omissions Insurance in the amount of not less than one million dollars ($1,000,000). Such policy shall provide that it shall not be cancelled or amended so as to reduce or restrict coverage except upon thirty (30) days prior written notice (by registered mail) to the Client. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 7 (iii) Commercial General Liability Insurance on an occurrence basis with limits of at least one million dollars ($1,000,000) inclusive for both bodily injury (including death) and property damage for each occurrence including the following extensions: Products and Completed Operations, Blanket Written Contractual, Personal Injury, Broad Form Property Damage, Employer's Liability, Owner's and Contractor's Protective Liability and Non-Owned Automobile Liability. Such policy shall: (i) Contain a severability of interest clause and cross liability clause between the Contractor and the Client; (ii) Be primary, noncontributing with, and not in excess to any insurance available to the Client; (iii) Provide that it shall not be cancelled or amended so as to reduce or restrict coverage except upon thirty (30) days prior written notice (by registered mail) to the Client. (iv) Cyber Liability. The Professional shall maintain cyber liability insurance in the amount of $1,000,000. b. Copies of Insurance Policies. At the Client's request, Contractor will provide a memorandum of insurance to Client upon execution of this Agreement reflecting Contractor’s liability insurance coverage, limits to liability to the extent required by this Agreement, insured entities, and blanket endorsements. c. Workers Compensation. Contractor shall ensure that, with respect to all persons performing the Services, Contractor and its subcontractors maintain in effect at all times during performance of the Services, coverage or insurance in accordance with the applicable laws relating to Workers' Compensation. d. The City, its officers, agents and employees shall be named as additional insureds on the general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. Article 11 – Confidential Information a. Obligations. During the term of this Agreement, both Parties agree that (a) Confidential Information will be used only in accordance with the terms and conditions of this Agreement; (b) each will use the same degree of care it utilizes to protect its own confidential information, but in no event less than reasonable care; and (c) the Confidential Information may be disclosed only to employees, agents , vendors, partners and contractors with a need to know (collectively, “Authorized Representatives”), and to its auditors and legal counsel, in each case, who are under a written obligation to keep such information confidential using standards of confidentiality not less restrictive than those required by this Agreement. Both Parties agree that obligations of confidentiality will exist for a period of two (2) years following initial disclosure of the particular Confidential Information. "Confidential Information" means all information disclosed by either Contractor or Client ("Disclosing Party") to the other Party ("Recipient") during the term of this Agreement that is either (x) a Deliverable, (y) marked confidential or (z) disclosed orally and described as confidential at the time of disclosure and subsequently set forth in writing, marked confidential, and sent to the Recipient within thirty (30) days following the oral disclosure. The Parties accept responsibility for all acts of their respective Authorized Representatives in furtherance of this agreement. No Authorized Representative of Client may be an organization engaged in the development, licensing or sale of software and/or Deliverables competitive with the software and Deliverables DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 8 supplied by Contractor unless express written consent is obtained in advance from Contractor. b. Exclusions. Confidential Information will not include information: (i) which was in Client's possession without any obligation of confidentiality prior to the disclosure thereof by Contractor to Client and was not acquired by Client directly or indirectly from Contractor; (ii) which is or later becomes a matter of public knowledge without any fault or negligence on the part of Client; (iii) which Client receives without any obligation of confidentiality from a third Party who is rightfully in possession of such information; (iv) which is developed by Client independently of Contractor and without reference to any of the confidential information of Contractor; or (v) which Client is required by law to disclose. Both Parties acknowledge and agree that disclosure of any of the Confidential Information would cause serious and irreparable harm to the Disclosing Party which could not adequately be compensated for in damages and, in the event of a breach, or an anticipated breach, by the Recipient of any of the provisions of this Agreement, the Recipient hereby consents to an injunction being issued against it restraining it from such anticipated breach or any further breach of such provision (as applicable), but such action shall not be construed so as to be in derogation of any other remedy which may be available in the event of such breach or anticipated breach. The Recipient shall immediately notify the Disclosing Party of any unauthorized possession, use or knowledge of the Disclosing Party’s Confidential Information which becomes known to a responsible officer of the Recipient. Article 12 - Term and Termination a. Contract In Force. This Agreement shall commence February 8, 2019 and shall continue in full force and effect until February 7, 2020 unless sooner terminated as herein provided. In addition, at the option of the Client, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Contractor and mailed no later than thirty (30) days prior to contract end. b. Termination For Cause. This Agreement may be terminated in whole or in part in writing by either Party in the event of substantial failure by the other Party to fulfill its obligations under this Agreement through no fault of the terminating Party. In the event Contractor is in default under this Agreement because of a failure to fulfill any material obligation contained herein, Client shall give written notice to Contractor of such default and in the event the Contractor has not remedied the default as soon as reasonably possible, but no later than thirty (30) calendar days from Contractor’s receipt of said notice, the Agreement may be terminated; provided that no such termination may be effected DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 9 unless the other Party is given: (1) not less than fourteen (14) working days written notice of intent to terminate, and (2) an opportunity for consultation with the terminating Party in order to correct any such default prior to termination. c. Termination for Convenience. The Agreement may be terminated in whole or in part in writing by Client for its convenience, provided that no such termination may be effected unless Contractor is given: (1) not less than ten (10) working days written notice of intent to terminate, and (2) an opportunity for consultation with Client prior to termination. d. Delivery Following Termination. Upon receipt of a notice of termination, Contractor shall: (1) promptly discontinue all Services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to Client all finished or unfinished documents and all information which have been accumulated or prepared by Contractor in performing Services under the Agreement. e. Payment Following Termination. In the case of termination for cause, Contractor shall be paid on a pro rata basis for work accepted under this Agreement through the effective date of termination. In the case of termination for convenience, Contractor shall be paid on a pro rata basis for work that the Parties mutually agree is completed under this Agreement through the effective date of termination including reasonable wind- down expenses incurred by Contractor. f. Persistence of Property Rights. Upon any termination of the Agreement, Client may take over the work and prosecute the same to completion by Agreement with another Party or otherwise. The provisions of Article 13, Intellectual Property Rights, shall apply. g. Suspension of Work. If, prior to completion, work under this agreement is stopped or suspended by Client for cause, Contractor shall be paid on a pro rata basis for work accepted under this Agreement through the effective date of suspension. If, prior to completion, work under this agreement is stopped or suspended by Client for convenience, Contractor shall be paid on a pro rata basis for work that the Parties mutually agree is completed under this Agreement through the effective date of suspension, including reasonable wind-down expenses incurred by Contractor. In addition, prior to restarting work, both Parties will negotiate a change in scope as provided in Article 6 to address any necessary additions in time or expense to complete the work as a result of the suspension. Suspension of work will not terminate this Agreement. All other terms and conditions of this Agreement shall remain in force until such time as work is resumed or terminated as provided in this Article, such period of time not to extend beyond ninety (90) days from the issuance of the suspension without the mutual consent of both Parties. Article 13 – Intellectual Property Rights a. Use of Proprietary Skills, Tools, and Data. Each Party reserves the right to use, for any purpose, any programming tools, skills, and techniques previously acquired, developed or used in the performance of the Services described herein. Nothing in this Agreement shall be construed as restraining either Party, their employees, or agents in the use of the techniques and skills of computer programming and design which may be utilized or acquired in the course of performance of this Agreement except to the extent employing DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 10 such skills requires application of Client's Confidential Information, as defined in Article 11. b. License To Use. Contractor grants to Client, subject to the terms of this Agreement, a personal, nontransferable, nonexclusive license to use and copy the Deliverables solely for Client’s, including Authorized Representatives working for Client’s, business purposes. Client shall include Contractor’s copyright notice and any other legend of ownership on all copies of the Deliverables as such notice appears on the originals. The Services and Deliverables delivered hereunder are not “work for hire”. Client or Client's licensors retain all ownership and intellectual property rights in and to City Content. Contractor or its licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of Client under this Agreement, except such data or materials that are considered Client's Confidential Information under Article 11. c. Excluded Uses. Client shall not make, sell, translate, export, license, sublicense, localize, use with any time-sharing or for service bureau arrangements, or transmit to any person outside of Client’s business organization the Deliverables. d. Provision Against Derivation of Source Code. Client shall not reverse engineer, decompile, disassemble or apply any process, technique, or procedure or make any attempt to ascertain or derive the source code of the core product used in conjunction with the Deliverables. e. Retention of Patentable Rights. Any patentable or unpatentable discoveries, ideas, including methods, techniques, know-how, concepts, or products (“Invention”); or any works fixed in any medium of expression, including copyright and mask work rights (“Works of Authorship”); or any other intellectual property created by Contractor during the course of the Services and provision of Deliverables shall be the sole and exclusive property of Contractor, except such Works of Authorship that incorporate Client's Confidential Information as defined in Article 11. Should Client create any Invention on Contractor’s software, such Invention shall in no way restrict Contractor from continuing to add functionality, including functionality similar to the Invention, to Contractor’s software. f. Ownership. Except as set forth in Section a. above, no direct or indirect ownership interest or license rights in Inventions, Works of Authorship or other intellectual property including software or patents are granted or created by implication in this Agreement. g. Performance of Similar Service. Contractor may perform the same or similar Services for others, including providing the same or similar conclusions and recommendations, provided that Client’s Confidential Information is not disclosed. Article 14 – Audit a. Inspection. Contractor shall maintain records of performance under this Agreement and make these records available for inspection and audit by Client. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 11 b. Audit. Audits conducted pursuant to this Article shall be in accordance with generally accepted auditing standards and established procedure and guidelines of the reviewing or auditing agency. c. Term. Records maintained under terms of the above shall be maintained and made available during performance of Services under this Agreement and until three years from date of final payment. In addition, those records which relate to any dispute, appeal, litigation, or the settlement of claims arising out of such performance or costs of items to which an audit exception has been taken shall be maintained and made available until three years after the date of resolution of such appeal, litigation, claim, or exception. Article 15 – Covenant Against Contingent Fees Contractor warrants that no person or company other than Contractor employees have been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee; nor has Contractor paid or agreed to pay any person other than Contractor employees, company, corporation, individual, or firm any fee, commission, contribution, donation, percentage, gift, or any other consideration contingent upon or resulting from award of this Agreement. For any breach or violation of this provision, Client shall have the right to terminate this Agreement without liability. Article 16 – Force Majeure Neither Party shall be considered in default in the performance of its obligations hereunder, to the extent that performance of such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such Party. Article 17 – Governing Law The laws of the State of Colorado shall govern the interpretation of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. Article 18 – Assignment Any attempt by Contractor to assign or otherwise transfer any interest in this Agreement without the prior written consent of Client shall be void provided, however, that claims for compensation due or to become due to Contractor from Client under this Agreement may be assigned without such approval. Notice of any such assignment or transfer shall be furnished promptly to Client. Article 19 – Notice Any notice required or permitted to be given hereunder shall be deemed to have been given when received by the Party to whom it is directed by personal service, hand delivery, or mail delivery as follows: TO CLIENT: City of Fort Collins DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 12 Attn: Mike Margenau PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Department PO Box 580 Fort Collins, CO 80522 TO CONTRACTOR: Telvent USA, LLC Contracts Department 2620 E. Prospect Rd, Suite 130 Fort Collins, CO 80525 Either Party may change its representative or address above by written notice to the other. Article 20 – Non-Hire It is hereby mutually agreed that Client will not solicit, hire, or contract with any employee(s) of Contractor's staff who are associated with efforts called for under this Agreement during the term of this Agreement and for a period of one (1) year thereafter. In the event the foregoing provision is breached, liquidated damages equal to twelve (12) months of the employee's compensation plus any legal expenses associated with the enforcement of this provision shall be paid by the Client to Contractor. Article 21 – Warranty Disclaimer EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN A SPECIFIC TASK ORDER, CONTRACTOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE, OR WARRANTIES OF TITLE AND AGAINST INFRINGEMENT. IN ADDITION TO AND WITHOUT LIMITING THE PRECEDING PARAGRAPH, CONTRACTOR DOES NOT WARRANT IN ANY WAY THE MAP DATA, WHETHER SUPPLIED BY CONTRACTOR, OR ITS VENDORS. IF SUPPLIED BY CONTRACTOR OR ITS VENDORS, CONTRACTOR BELIEVES SUCH MAP DATA IS RELIABLE, BUT IT MAY NOT BE FREE OF NONCONFORMITIES, DEFECTS, ERRORS, OR OMISSIONS; BE AVAILABLE WITHOUT INTERRUPTION; BE CORRECTED IF ERRORS ARE DISCOVERED; OR MEET CLIENT'S NEEDS OR EXPECTATIONS. CLIENT IS RESPONSIBLE FOR THE QUALITY OF DATA AND VERIFYING THE ACTUAL DATA FROM DOCUMENTS OF RECORD, FIELD MEASUREMENT, OR OBSERVATION. Article 22 – Reserved. Article 23 – Waiver The failure of either Party at any time to enforce any of the provisions of this Agreement or any right under this Agreement, or to exercise any option provided, will in no way be DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 13 construed to be a waiver of the provisions, rights, or options, or in any way to affect the validity of this Agreement. The failure of either Party to exercise any rights or options under the terms or conditions of this Agreement shall not preclude or prejudice the exercising of the same or any other right under this Agreement. Article 24 - Severability If any provision or portion of a provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall not be affected, and the remaining terms will continue in effect and be binding on the Parties, provided that such holding of invalidity or unenforceability does not materially affect the essence of the Agreement. Article 25 – Survival The terms and conditions of this Agreement regarding confidentiality, payment, warranties, liability and all others that by their sense and context are intended to survive the execution, delivery, performance, termination or expiration of this Agreement survive and continue in effect. Article 26 - Subcontractors. Contractor may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the Client, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of Client), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and Client, nor will it obligate Client to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by Client to the same extent as the Work of Contractor. Contractor shall require all subcontractors performing Work hereunder to maintain insurance coverage naming Client as an additional insured under this Agreement of the type and with the limits specified within Article 10, Insurance. Contractor shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, Contractor shall promptly provide Client with a copy of such certificate(s). Article 27 - Contract Defined. This Contract incorporates the terms and conditions of the following documents, attached as exhibits hereto and incorporated herein by this reference. Should there be a conflict among the documents, regarding the performance required under this Agreement, the terms and conditions of the following exhibits shall prevail in the order stated: Task Order(s) Professional Services Agreement (PSA) including Exhibit A (General SOS Exhibit) DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 14 Should there be a conflict among the documents with regard to software license terms and service levels, the term and conditions of the following exhibits shall prevail in the order stated: SLA Addendum 2 - Online Services Agreement SLA Addendum 1 - Enterprise License Agreement Software License Agreement dated April 25, 2018, consisting of ten (10) pages This Agreement represents the entire understanding of the Parties as to the subject matter herein. Unless otherwise stated in this Agreement or expressly incorporated by this Agreement, no prior oral or written understanding shall be of any effect with regard to these matters. Any change or modification of this Agreement including but not limited to a change under Article 4 (Changes to Scope of Work) shall be made only upon written consent of both Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date written. City of Fort Collins Telvent USA, LLC (Client) (Contractor) Signature Signature Gerry Paul Printed Name Printed Name Procurement Director Title Title Date Date DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Drew Ditter Director of Operations 2/19/2019 2/13/2019 Professional Services Agreement © 2014 Telvent Page 15 EXHIBIT A GENERAL SCOPE OF SERVICES As to be described in individual Task Order/SOW documents in the form of Attachment 1, Contractor and GIS/GWD solution shall: • provide Client with an enhanced set of Geographic Information System (GIS) editing tools, a Graphic Work Design (GWD) solution and mobile GIS solution to extend functionality for Esri GIS • streamline the design process, including estimating, costing, use of compatible units/assemblies, reserve materials • otherwise enable Fort Collins Utilities in its ongoing transformation to state of the art Advanced Distribution Management System/Outage Management System (ADMS/OMS). • Contractor shall provide licenses and training • maintenance and support services and • general related services. As described in future Task Orders/SOW documents, the GIS/GWD solution will integrate with current FCU systems and provide a mobile viewing capability accessible to field staff. The future Task Orders/SOW documents the solution will support integration with: • an Esri based GIS • Milsoft Engineering Analysis (EA) – Windmil Additional Task Orders/SOW may include, but are not limited to, integration with: • an IBM Maximo based Enterprise Asset Management (EAM) system • future new Customer Information System/Operational Support System (CIS/OSS) A. TASK ORDERS Task orders/SOW will be requested and agreed to utilizing the Contractor’s standard Task Order/SOW form. Each Task Order/SOW form must include a start and completion date, total cost and a general summary of work. Subsequent supporting documentation pages shall include a project schedule, deliverables. Future Tasks may need to include hours, cost detail supporting total cost, and personnel details and milestones. No Task Order over $5,000 will be considered valid until signed, at a minimum, by the Contractor, City Project Manager and Purchasing Department representative. Depending on the cost and nature of the work, additional signature authorization may be required. Any changes to the dates, cost or scope of any Task Order must be agreed upon in writing utilizing the Contractor’s Change Order and will not be considered valid until signed, at a minimum, by the Contractor, City Project Manager and Purchasing Department representative. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 16 A. Invoicing and Payment Invoices for services should be emailed monthly to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the vendor each month following the submittal of a correct invoice by the vendor indicating the project name, Purchase Order number, and task description. For time and materials work, additional information such as hours worked, personnel/work type category, hourly rate for each employee/work type category, date of the work performed specific to the task, percentage of that work that has been completed by task, 3rd party supporting documentation with the same detail and a brief progress report will be added. Payments will be made using the prices listed on the agreed-to Task Order. In the event a service is requested which is not listed on the Price Schedule, the vendor and the Parties will negotiate and execute a Change Order for the service prior to Contractor initiating such work. The City pays invoices on Net 30 terms. B. Rates This fee schedule will be firm for at least one (1) year from the date of the Agreement. The fee schedule will be used as a basis for determining fees should additional services be necessary. Resource Rate/hr Project Manager $200 Solutions Architect $200 Technical Lead $200 Database Administrator $200 Implementation Specialist $180 Developer $160 Tech Support $160 Education Specialist $160 Travel and Expenses Cost DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 17 ATTACHMENT 1 Sample Task Order Professional Services Agreement Task Order ___ In accordance with the terms and conditions of the Agreement (Contract No. ______________/Effective Date of ______________) between _________________________ (Client) and Telvent USA, LLC (Contractor), this Task Order authorizes delivery of the Services described and in accordance with the terms, schedule, and start/end date(s) specified below. 1. Scope of Work: See attached scope entitled, “____________________________.” 2. Contract Type (FFP or T&M): ________________. 3. Total Task Order Value: $______________ to be paid in accordance with the following milestone schedule. Milestone # Task # Description Cost Total $ 4. Delivery Schedule or Start/End Date(s) for Each Deliverable: See attached scope of work. 5. Special Considerations: None 6. Contractor Project Manager: Client Project Manager: ACCEPTED AND AGREED: TELVENT USA, LLC (Client) (Contractor) Signature: Signature: Printed Name: Printed Name: Title: Title: Date: ______________________________ Date: ______________________________ DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 18 ATTACHMENT 2 Sample Change Order CHANGE ORDER # Telvent Project Number ENTERED BY SUBJECT ENTRY DATE DESCRIPTION In accordance with the terms and conditions of the ____________ between __________________ and Telvent USA LLC, both Parties now wish to modify the Scope of Work under Task Order #___ as follows: Total Cost Schedule Impact ACCEPTED AND AGREED: __________________________ TELVENT USA, LLC (Client) (Contractor) Signature: Signature: Printed Name: Printed Name: Title: Title: Date: ______________________________ Date: _________________________________ DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Professional Services Agreement © 2014 Telvent Page 19 ATTACHMENT 3 Sample Milestone Acceptance Form Client Name and Project Code DATE MILESTONE COMPLETED DATE MILESTONE ACCEPTANCE FORM DELIVERED Agreement/Task Order Number Milestone Number, Description, & Value Upon signature of this document Client hereby accepts the milestone set forth above. Telvent shall invoice Client for the total value of the above referenced milestone in accordance with the terms and conditions of the Agreement. Accepted and Agreed: Telvent USA, LLC: << Client >>: Signature: Signature: Printed Name: Printed Name: Title: Project Manager Title: Date: ______________________________ Date: ______________________________ Telvent Internal Use Only INVOICING and PAYMENT INFORMATION (per Contract Terms and Conditions) DATE RECEIVED (Milestone) DATE ACCEPTED (14 Days after Received) DATE INVOICED DATE PAID (30 Days after Accepted/Invoiced) DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Telvent USA LLC Page 1 Addendum 1 Telvent USA LLC Software License Agreement Pursuant to the Software License Agreement (Effective Date of April 25, 2018) (“Agreement”) between City of Fort Collins, Colorado (Licensee) and Telvent USA, LLC (Telvent), the parties now wish to modify the Agreement to add an Enterprise License Addendum (“ELA”) for the specific Telvent Software as detailed below. Conflicts that may arise between this Addendum 1 and the Agreement shall be resolved in favor of this Addendum 1. This Addendum shall only apply to Licensee and Licensee Affiliates described below. The Licensee Affiliates for whom this Addendum shall apply are: • None Should Licensee wish to include additional affiliates and/or subsidiaries in this Addendum for use of the ELA software, additional fees may apply. The Telvent products to which Licensee shall have access to during the term of this Addendum 1 are as follows: • ArcFM • Designer • Fiber Manager • Conduit Manager • ArcFM Mobile – Redliner • ArcFM Mobile – Analyst, Coordinator, and Administrator Roles • ArcFM Geodatabase Manager • Network Adapter • Wavepoint During the term of the ELA, Licensee shall have access to an unlimited number of the ELA software products listed above. Any misuse of the ELA software shall constitute a material breach of the Agreement. Term and Renewal This ELA shall have an effective date of February 8, 2019 and shall continue in effect for a period of five years from the effective date. Should Licensee wish to renew the ELA for an additional five year term, the price of the additional five year term will be negotiated by the parties prior to the expiration of this Addendum. Should Licensee choose not to renew the ELA, the ELA Software shall roll over to a per seat basis at the end of the ELA term. Licensee may pay Telvent the standard annual maintenance and support price for each seat of the ELA Software it wishes to continue using. The number of seats DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Telvent USA LLC Telvent USA LLC Page 2 Licensee will be entitled to continue using will be established based on the seats of ELA software in use at the expiration of the ELA. Termination This ELA may not be terminated by either party for convenience. Should Licensee wish to discontinue use of the ELA software prior to the expiration of the five year term, Licensee will be obligated to continue its payment obligations as set forth below. Either party may terminate this ELA for a material breach of the Agreement by the other party. Upon termination by Telvent for a material breach, all ELA software licenses shall be terminated and the full amount of the unpaid total ELA license fees will be due and payable by Licensee within thirty (30) days from the date of termination. In the event of termination by the Licensee for a material breach, Telvent will pay the Licensee the pre-paid license fees paid by the Licensee. We reserve all rights and remedies under law. Appropriation To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of Licensee, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. Licensee shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. Pricing and Payment The initial ELA shall be priced as follows. Year 1 Feb 8, 2019 – Feb 7, 2020 Year 2 Feb 8, 2020 – Feb 7, 2021 Year 3 Feb 8, 2021 – Feb 7, 2022 Year 4 Feb 8, 2022 – Feb 7, 2023 Year 5 Feb 8, 2023 – Feb 7, 2024 Total Annual Cost $57,500 $57,500 $68,750 $68,750 $68,750 These prices are quoted in United States Dollars and are exclusive of all taxes, duties, and fees. Furthermore, the prices set forth in the ELA do not include any ESRI software. The Year 1 payment will be due within 30 days of contract signature and receipt of correct invoice. Payments for Years 2 through 5 will be due within 30 days of the anniversary date of the contract and receipt of correct invoice. Maintenance and Support DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Telvent USA LLC Telvent USA LLC Page 3 Maintenance and Support for the ELA software is included with the ELA price and shall be performed in accordance with Telvent’s Maintenance and Support Policy, except as amended herein. Licensee shall establish a Tier 1 support center to field calls from internal users of Telvent software. The organization may designate up to three individuals (“Tier 1 Support”) who may directly contact Telvent for Tier 2 technical support. ▪ Tier 1 Support Provided by Licensee (1) Tier 1 support shall use analysts fully trained in the Enterprise Software they are supporting. (2) At a minimum, Tier 1 Support shall include those activities that assist the user in resolving how-to and operational questions as well as questions on installation and troubleshooting procedures. (3) Tier 1 support analysts shall be the initial points of contact for internal user in order to answer questions and address incidents. Tier 1 support analysts shall obtain a full description of each reported incident and the system configuration from the Licensee. This may include obtaining any customizations, code samples, or data involved, if applicable, to the Incident. The analyst shall also use any other information and databases it may develop to satisfactorily resolve incidents. (4) If Tier 1 support analyst can not resolve an incident, then the authorized individuals may contact Telvent technical support (“Tier 2 Support”). ▪ Tier 2 Support Provided by Telvent (1) Telvent shall log the calls received from the Tier 1 support analysts in accordance with Telvent’s Maintenance and Support Policy. (2) Telvent shall attempt to resolve incidents by assisting the Tier 1 Help Desk individuals. (3) Once incidents have been resolved, Telvent shall communicate the information to the Tier 1 support analyst who then shall be responsible for disseminating the resolution within Licensee’s organization. Escrow Telvent has a master escrow account in place for their customers, should Licensee wish to participate in the program such that they are eligible for access to software source code under certain release conditions, Licensee may enroll at any time at Licensee’s cost. Additional Terms ▪ Software may only be deployed and used at Licensee facilities in the United States. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Telvent USA LLC Telvent USA LLC Page 4 ▪ If Licensee wishes to acquire and/or maintain any Telvent software during the term of the agreement that is not included in this Addendum 1, it may do so separately from this ELA at the pricing that is generally available to Licensee for software and maintenance. ▪ Telvent technology that may be embedded in third-party products that may be acquired by Licensee are not included under this agreement. ▪ Licensee will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users. ▪ Should Licensee acquire, be acquired by, or merge with another business entity, the ELA benefits will not be assumed by the acquiring, acquired, or merged entity unless approved in writing by Telvent. Additional fees will apply in order to account for any increased software count needs. ▪ If Licensee divests itself of a business unit during the term of the agreement, the divested business unit will be allowed to continue to use any previously-deployed Telvent software for 90 days after the divestiture. Telvent and the divested unit will work together to arrive at a satisfactory commercial arrangement for the continued use and support of the software. ▪ The Licensee will provide an annual report of installed software to Telvent. ▪ Subject to Licensee’s approval, Licensee will act as a reference. ACCEPTED AND AGREED: City of Fort Collins, Colorado (Licensee) By: Authorized Signature Printed Name: _______________________ Title: _______________________________ Date: Telvent USA LLC (Telvent) By: Authorized Signature Printed Name: Title: Date: DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Director of Operations Drew Ditter 2/19/2019 2/13/2019 Purchasing Director Gerry Paul ONLINE SERVICES AGREEMENT Addendum 2 City of Fort Collins, Colorado (“Licensee”) and Telvent USA, LLC (“Telvent”) mutually desire to modify the Software License Agreement, Effective Date of April 25, 2018, to include this Online Services Agreement (“Agreement”), which sets forth the terms of use for Telvent’s Online Services. All rights not specifically granted in this Agreement are reserved to Telvent. Regarding Online Services, conflicts that may arise between this Addendum 2 and the Agreement shall be resolved in favor of this Addendum 2. ARTICLE 1—DEFINITIONS In addition to the definitions provided in the License Agreement, the following definitions apply to this Agreement: • "API" means application programming interface. • "Content" means Data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, software applications, and Developer Tools. • "Developer Tools" means software development kits (SDKs), APIs, software libraries, code samples, and other resources. • "Named Users" means Licensee's employees; agents; consultants; contractors whom Licensee authorizes to access Online Services for Licensee's exclusive benefit through Licensee's ArcFM Mobile Online account, to which they are explicitly linked through unique, individual user names and passwords. Named Users' access to features of Online Services may be constrained by Named Users type as defined for specific Online Services and as described in the applicable Ordering Document or other product documentation. • "Online Content" means Content hosted or provided by Telvent as part of the Online Services, including any Map Services, Task Services, Image Services, and Developer Tools and excluding Content provided by third parties that Licensee accesses through Online Services. • "Licensee's Content" means any Content that Licensee or Licensee's Named Users submit to Telvent in connection with Licensee's use of the Online Services, any results derived from the use of Licensee's Content with Online Services, and any applications Licensee builds with Developer Tools and deploy with Online Services. Licensee's Content excludes any feedback, suggestions, or requests for Product improvements that Licensee provides to Telvent. • “Malicious Code” means software viruses, worms, time bombs, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment. • "Online Services" means any Internet-based geospatial system, including applications and associated APIs, but excluding Data or Content, hosted by Telvent or its licensors, for storing, managing, publishing, and using maps, data, and other information. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF ARTICLE 2—USE OF ONLINE SERVICES 2.1 License to Online Services. Upon payment in full of the applicable fees, Telvent grants to Licensee and Licensee’s Named Users a personal, nonexclusive, nontransferable license to access and use the Online Services for Licensee's internal business use. 2.2 Provision of Subscription Online Services. For subscription Online Services, Telvent will a. Provide Online Services to Licensee in accordance with the Agreement; b. Provide customer support in accordance with Telvent's Maintenance and Support Policy as detailed in the attached Exhibit 1; and c. Use commercially reasonable efforts to ensure that Online Services will not transmit to Licensee any Malicious Code. Notwithstanding the foregoing, Telvent shall not be liable for Malicious Code introduced to Online Services through Licensee's account or through third-party Content. 2.3 Licensee's Responsibilities. Licensee and Licensee's Named Users are the only persons authorized to access Online Services through Licensee's accounts. Named Users' login credentials are for designated Named Users only and may not be shared among multiple individuals. Named Users' login credentials may be reassigned to new Named Users if the former users no longer require access to Online Services. Licensee and Licensee's Named Users are responsible for maintaining the confidentiality of Authorization Codes, Access Codes, Named Users' login credentials, or any other method that enables access to Online Services and for ensuring that unauthorized third parties do not access Licensee's account. Licensee will immediately notify Telvent if Licensee becomes aware of any unauthorized use of Licensee's account or any other breach of security. 2.4 Prohibited Uses of the Online Services. In addition to the prohibited uses under the License Agreement, Licensee shall not (i) attempt to gain unauthorized access to the Online Services or assist others to do so; (ii) use Online Services to store or transmit Malicious Code; (iii) share or distribute the client-side data cache derived from Online Services with third parties not specifically authorized herein; or (iv) incorporate any portion of Online Services into a commercial product or service. 2.5 Evaluations. Telvent may provide licenses to use certain Services for Licensee's internal evaluation purposes. Such licenses continue until the stated evaluation period expires or until Licensee purchases a subscription, whichever occurs first. IF LICENSEE DOES NOT CONVERT LICENSEE'S EVALUATION LICENSE TO A SUBSCRIPTION PRIOR TO EXPIRATION OF THE EVALUATION TERM, ANY CONTENT AND CUSTOMIZATIONS THAT LICENSEE UPLOADED OR MADE DURING THE EVALUATION TERM WILL BE PERMANENTLY LOST. IF LICENSEE DOES NOT WISH TO PURCHASE A SUBSCRIPTION, LICENSEE MUST EXPORT SUCH CONTENT BEFORE THE END OF LICENSEE'S EVALUATION PERIOD. 2.6 Modifications of Online Services. Telvent reserves the right to alter, modify, deprecate, or discontinue Online Services and related APIs at any time. If reasonable under the circumstances, Telvent will provide prior notice of any material alterations. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF 2.7 Attributions. Licensee is not permitted to remove any Telvent or its licensors' logos or other attribution associated with any use of ArcFM Mobile Online Services. 2.8 Use and True Ups. Licensee may not exceed by fifty percent (50%) the total number of Named Users for which Licensee has paid the applicable fees at any time for a period greater than two (2) consecutive months. In the event that Telvent learns of such an occurrence, Telvent shall have the right to invoice Licensee for the additional Named Users and Licensee will pay no later than thirty (30) days from the date of the invoice. Amount paid shall be prorated and coterminous with existing subscriptions. Licensee may at any time may exceed the total number of Named Users for which Licensee has paid the applicable fees for on a temporary basis in order to address the Licensee’s needs to gather information resulting from unplanned or catastrophic circumstances. Licensee may add these new users temporarily without incurring new costs. Prior to the end of an annual subscription term, Telvent will analyze the Licensee’s actual usage of Online Services for the entire term. If Licensee’s average usage during the term exceeds by ten percent (10%) the total number of Named Users for which Licensee has paid the applicable fees, Telvent shall have the right to automatically true up Licensee’s subscription count and invoice Licensee for those additional Named Users. Licensee will pay no later than thirty (30) days from the date of the invoice. 2.9 Inspection. During the term of this Agreement and for one (1) year thereafter, Telvent or its designated agent may inspect Licensee’s facilities and records to verify Licensee’s compliance with this Agreement. Any such inspection will take place only during Licensee’s normal business hours and upon no less than ten (10) days prior written notice from Telvent. ARTICLE 3—LICENSEE'S CONTENT 3.1 Licensee's Content. Licensee is solely responsible for the development, operation, and maintenance of Licensee's Content and for all materials that appear on or in any of Licensee's Content. Licensee retains all right, title, and interest in Licensee's Content. Licensee hereby grants Telvent and its licensors a nonexclusive, nontransferable right to host, run, and reproduce Licensee's Content solely for the purpose of enabling Licensee's use of Online Services. Without Licensee's permission, Telvent will not access, use, or disclose Licensee's Content except as reasonably necessary to support Licensee's use of Online Services, respond to Licensee's requests for customer support, troubleshoot Licensee's account, to provide improved services and performance of the system, or for any other purpose authorized by Licensee in writing. If Licensee accesses Online Services with an application provided by a third party, Telvent may disclose Licensee's Content to such third party as necessary to enable interoperation between the Online Services and Licensee's Content. Telvent may disclose Licensee's Content if required to do so by law or pursuant to the order of a court or other government body, in which case Telvent will reasonably attempt to limit the scope of disclosure. It is Licensee's sole responsibility to ensure that Licensee's Content is suitable for use with Online Services and for maintaining regular offline backups using the Online Services export and download capabilities. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF 3.2 Removal of Licensee's Content. Licensee will provide information and/or other materials related to Licensee's Content as reasonably requested by Telvent to verify Licensee's compliance with this License Agreement. Telvent may remove or delete any portions of Licensee's Content if there is reason to believe that uploading it to, or using it with, Online Services violates this License Agreement. If reasonable under these circumstances, Telvent will notify Licensee before Licensee's Content is removed. Telvent will respond to any Digital Millennium Copyright Act take-down notices in accordance with Telvent's Copyright Policy, available at http://www.Telvent.com/legal/dmca_policy. 3.3 Retrieving Licensee's Content upon Termination. Upon termination of the License Agreement, Telvent will make Licensee's Content available to Licensee for download for a period of thirty (30) days unless Licensee requests a shorter window of availability or Telvent is legally prohibited from doing so. Thereafter, Licensee's right to access or use Licensee's Content with Online Services will end, and Telvent will have no further obligations to store or return Licensee's Content. ARTICLE 4—TERM AND TERMINATION 4.1 Term of Subscriptions. The term of a subscription is one (1) year from the Effective Date and may be extended for additional one (1) year periods not to exceed four (4) additional one (1) year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties at the time of renewal. In the event either party wishes to terminate the subscription, written notice to the other party of its intention not to renew shall be given at least sixty (60) days before the beginning of the next term. Should Licensee decide to extend the term, the terms and conditions of this agreement shall apply. 4.2 Subscription Rate Changes. Telvent shall provide at least thirty (30) days written notice prior to the end of the subscription term of any increase in annual subscription rates. 4.3 Service Interruption. Licensee's access to and use of Online Services may be temporarily unavailable, without prior notice, for any unanticipated or unscheduled downtime or unavailability of all or any portion of Online Services, including system failure or other events beyond the reasonable control of Telvent or its affiliates. 4.4 Service Suspension. Telvent and its affiliates shall be entitled, without any liability to Licensee, to suspend access to any portion or all of Online Services at any time on a service-wide basis (a) if Licensee breaches the Agreement, exceeds Licensee's usage limits, and fails to purchase additional license capacity sufficient to support Licensee's continued use of Online Services as described in Article 5 of this Addendum; (b) if there is reason to believe that Licensee's use of Online Services will adversely affect the integrity, functionality, or usability of the Online Services or that Telvent and its licensors may incur liability by not suspending Licensee's account; (c) for scheduled downtime to conduct maintenance or make modifications to Online Services; (d) in the event of a threat or attack on Online Services (including a denial-of-service attack) or other event that may create a risk to the applicable part of Online Services; or (e) in the event that Telvent or its licensors determine that Online Services (or portions thereof) are prohibited by law or otherwise that it is necessary or prudent to do so for legal or DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF regulatory reasons. If warranted under these circumstances, Licensee will be notified of any Service Suspension beforehand and allowed reasonable opportunity to take remedial action. 4.5 Telvent is not responsible for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee or any Licensee customer may incur as a result of any Service Interruption or Service Suspension. 4.6 Termination for Convenience. Licensee may at any time terminate an Online Service for its convenience. Licensee will not receive any refund of prepaid fees for Online Services. 4.7 Effect of Termination or Expiration. Upon expiration or termination of Licensee’s online service subscription, Licensee shall contact Telvent in order to direct Telvent to: (a) disable the account and then delete the Licensee’s Content; or (b) retain Licensee’s Content stored in the online service in a limited function account for at least 90 days after expiration or termination of the subscription (the “Retention Period”) so that Licensee may extract the data. If Licensee indicates (a), Licensee will no longer be able to extract the Licensee’s Content from the account upon receipt of such by Telvent. If Licensee does not indicate (a) or (b), Telvent will retain the Licensee’s Content in accordance with (b). Following the expiration of the Retention Period, Telvent will disable the account and then delete the Licensee Content. Cached or back-up copies will be purged within 30 days of the end of the Retention Period. Licensee agrees that, other than as described herein, Telvent has no obligation to continue to hold, export or return the Licensee Content. It is expressly understood and agreed by Licensee that Telvent shall have no liability whatsoever for deletion of the Licensee’s Content pursuant to this provision. ARTICLE 5— SERVICE LEVELS 5.1 Service Levels. Telvent will use reasonable efforts to ensure that the Online Services are generally available. Online Services may be interrupted or unavailable and Telvent will use reasonable commercial efforts to minimize such disruptions within our reasonable control. Licensee is responsible for obtaining access to the Online Services, and that access may involve third party fees (such as Internet service provider or airtime charges). In addition, Licensee must provide and is responsible for all equipment necessary to access the Online Services. ARTICLE 6 OMITTED DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF ARTICLE 7—LICENSEE'S WARRANTIES 7.1 Licensee warrants that Licensee's Content or use of Online Services with a product, process, or system not supplied by Telvent or specified by Telvent in its Documentation will not (i) infringe or misappropriate any third-party intellectual property rights or proprietary rights, (ii) violate any third party's privacy rights or any applicable law, or (iii) contain or transmit to a third party any Malicious Code. Except as prohibited by applicable law, Licensee agrees to defend, indemnify, and hold harmless Telvent from and against any claim, action, liability, or demand arising out of a breach of the foregoing warranties. ARTICLE 8 – LIMITATION OF LIABILITY 8.1 To the extent permitted by applicable law, the liability of Telvent, and its Affiliates, arising under this Addendum is limited to direct damages up to the amount Licensee paid for the Online Services giving rise to that liability during the prior 12 months. In no event will Telvent be liable for any indirect, special, or consequential damages, including lost profits, even if advised of the possibility of such damage or loss. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized representatives. ACCEPTED AND AGREED: City of Fort Collins, Colorado (Licensee) By: Authorized Signature Printed Name: Gerry Paul Title: Purchasing Director Date: TELVENT USA, LLC (TELVENT) By: Authorized Signature Printed Name: Title: Date: DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Drew Ditter 2/13/2019 Director of Operations 2/19/2019 Exhibit 1 Maintenance and Support Policy The Utilities Group at Schneider Electric is committed to serving and responding to the needs of the ArcFM Solution user community. To assist in your success in using ArcFM Solution software products, the Utilities Group offers a flexible, timely, and complete support program. This Policy defines the software maintenance and support services that Schneider Electric will provide to subscribing ArcFM Solution users (Clients). Schneider Electric reserves the right to modify the conditions of this Policy or the pricing structure that it defines at any time. Maintenance Program Schneider Electric provides maintenance and support for ArcFM Solution components, including ArcFM, ArcFM Viewer, ArcFM Server, Designer, Conduit Manager, Fiber Manager, Network Adapter, and Responder. Maintenance and support for all enrolled users consists of technical support, software releases and upgrades, and access to the Link conference. Link attendance is limited to Clients and registered Business Partners, all of whom pay a nominal fee for conference expenses. The purchase of any ArcFM Solution component includes one year of free maintenance and technical support, beginning seven days from the date of issue of the software download access or of the license file(s), whichever is first. At the end of the free maintenance and support period, Schneider Electric strongly recommends that you enroll in an annual maintenance program for all solution components to ensure the health and growth of your ArcFM Solution. What Is Included. Maintenance and support includes access to technical support, the correction of defects or errors in core ArcFM Solution software, and future releases of and upgrades to purchased software. What Is Not Included. Maintenance and support does not include the correction of defects or errors in Esri ArcGIS® software, or in customizations to ArcFM software, or in other components of Client's operating environment such as third-party hardware or software. Schneider Electric does not provide patches for any services pack other than the most current. Special patches that correct defects or errors in core ArcFM Solution software and are subsequently included in released software versions, and upward compatibility of customized applications with new ArcGIS® or ArcFM software releases, are not covered under this Policy. (Custom application maintenance may be available on a project basis from Schneider Electric.) Purchasing Maintenance and Support at the Completion of the ELA. At the completion of the enterprise license agreement period, continued maintenance and support can be purchased annually for all ArcFM Solution components based on the number of seats utilized. Alternatively, a new ELA may be negotiated to extend the term. Should individual seats be purchased outside of an ELA, maintenance or subscriptions may be purchased annually based on individual seat counts. To obtain a quote for annual maintenance and support, or to add 24x7 support to a new or existing maintenance account, please contact your local Schneider Electric account representative. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Purchasing Additional Licenses. Additional licenses may be purchased during any maintenance period or enterprise license agreement term. Each additional license will include one year of free maintenance and support, provided that all previously acquired licenses are currently under a maintenance program. Schneider Electric will adjust the maintenance fee, prorated to coincide with the existing maintenance program term and payment schedule, to reflect any additional software licenses. Software Releases and Updates. Software updates are provided as part of the maintenance and support program. Schneider Electric is committed to continually enhancing ArcFM Solution software products, and typically provides one major release and one or two minor releases every year. These releases correct defects and errors in the ArcFM Solution software, and sometimes add new functionality or enhance existing functionality. If you are currently enrolled in a maintenance and support program, Schneider Electric will provide download information, at no charge, for all releases of those software products that you have purchased. Major releases include product-related documentation and an index to changes in the software. Renewing Your Maintenance. Approximately sixty (60) days from the completion of the maintenance period or enterprise license agreement term, Schneider Electric will notify the Primary Support Contact designated for each site that the maintenance period is coming to a close and will provide a quote to purchase annual maintenance and support for the coming year. If You Don't Subscribe. If you fail to renew your maintenance program at the end of the free maintenance period or at the end of any paid maintenance period or enterprise license agreement term by failing to pay the invoiced amount, Schneider Electric will discontinue and disable technical support with no further notice. ArcFM Solution users who are not currently enrolled in a maintenance program will not receive software releases and updates. If you have purchased ArcFM Solution software but allowed your maintenance to lapse, you may repurchase software at a cost of 75% of the current software licensing amount. To obtain a quote for repurchasing a software upgrade, please contact your local Schneider Electric account representative. Technical Support The purpose of Schneider Electric's technical support program is to assist in the trouble shooting of the proper installation and use of new ArcFM Solution software and to provide a vehicle to report defects and errors in the software. You can contact Schneider Electric technical support via telephone or through the myArcFM site. Support Hours: Monday-Friday, 8:00am to 5:00pm Mountain Time Support Phone: 970-266-4485 In an effort to provide effective support, Schneider Electric may offer technical support services at other times by prior and mutual agreement. All technical support is subject to the GIS - Product Life Cycle Support Policy. Support at Your Location. Schneider Electric provides technical support primarily in the form of telephone or email support, but in certain cases may also provide these services as evaluation and development work at Schneider Electric offices, or as on-site support. If the services required take place at your location, you will be responsible for all travel costs. Problems with ArcFM Solution Software. Schneider Electric will provide technical support in the most timely manner practical and will make every effort to correctly diagnose and resolve reported problems. If DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF a reported problem is the result of a defect or error in core ArcFM Solution product software, Schneider Electric will provide corrections at no cost. Problems Not Associated with ArcFM Solution Software. The ArcFM Solution software works in an integrated, corporate environment and any Client-specific configuration can affect its operation. A Client configuration contains many elements over which Schneider Electric has no direct control - for example, non-Schneider Electric software versions and custom extensions. While Schneider Electric makes every possible effort to ensure a peaceful coexistence between the ArcFM Solution software and other components of the environment, each Client is responsible for managing this integrated environment. This Policy does not cover technical support for defects or errors in other hardware or software components of a Client's environment - for example, database or other third-party software. If Schneider Electric discovers that the problem is a defect or error in the Client environment, Schneider Electric will spend up to approximately two hours trying to diagnose the problem and attempt to suggest a workaround, at no cost. At the completion of the two hours and upon Client approval to move forward, Schneider Electric will bill at the then current Technical Support Analyst hourly rate for all additional effort expended and time incurred. Preparing to Contact Technical Support. As a part of each License Agreement, a Primary Support Contact has been designated for each Client site. To optimize interaction, the Primary Support Contact should be sole contact for Schneider Electric Technical Support, except in cases of emergency. In an effort to make best use of your time with Technical Support, please provide the following information about your issue: • Version of ArcFM Solution software • Version of ArcGIS and ArcSDE software • Description of the problem • Application event log that displays errors from the steps that produce the problem • Screen shots as appropriate For ArcGIS and ArcSDE issues, please seek assistance from ESRI Technical Support. Response and Resolution Times - Standard Support. The time required to diagnose and resolve a problem depends on many factors, including the type of problem, the information provided, and Schneider Electric's ability to reproduce the problem at our site. If the reported problem involves incorrect use of ArcFM Solution software or a specific operating procedure, Schneider Electric can usually provide assistance the same or next working day, and often immediately. If the reported problem involves an error in core ArcFM Solution software or documentation, Schneider Electric will attempt to provide a workaround solution or documentation clarification as quickly as possible. If the error cannot be corrected with a workaround within a twenty-four (24) hour period of time, but requires a modification to code, Schneider Electric will incorporate those solutions into the next reasonable software release and update and correct product documentation as necessary. Exceptions will be considered on a case-by-case basis and resolved in a manner that is mutually agreeable. Issue Priority. Issue priority can be set when the case is logged and will be evaluated using the following criteria. Please note the case priority can be changed during the course of troubleshooting if new or changing factors in the case cause the issue to fall into a different priority. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF Critical Issue where the application is completely down or severe data loss or data corruption is encountered. Reserved for production environments only. High Issue where the application or process does not work as defined and causes loss of productivity or required functionality with no available work-around. Reserved for production environments only. Medium (default) Issue where the application or process does not work as defined and causes loss of productivity or required functionality with a mutually acceptable work-around to prevent impact on business operations. All test and development environment are Medium or Low priority. Low Issue does not have a significant impact on the process and reflects a minor or cosmetic issue. Software is usable but correction is required. All test and development environment are Medium or Low priority. Additional Information For more information on purchasing extended maintenance and support from Schneider Electric, please contact your account manager. DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: WC 014649569 -(AK, AL, AR, CO, CT, DC, DE, GA, HI, IA, ID, IN, KS, LA, ME, MD, MI, MN, MO, MS, MT, NE, NM, NV, NY, OK, OR, RI, SC, SD, TN, TX, WV) - New Hampshire Schneider Electric Buildings, LLC� WC 014649571 (CA) - American Home Assurance � Schneider Electric USA, Inc. � SELF-INSURED RETENTION: $2,000,000� WC 014649575 (FL) - New Hampshire Insurance Company � Schneider Electric Motion USA, Inc.� ASCO Power Technologies, L.P. � � Telvent USA, LLC� LIMITS: EACH ACCIDENT: $3,000,000 / DISEASE-POLICY LIMIT: 3,000,000 / DISEASE-EACH EMPLOYEE: $3,000,000� 3 � WC 014649576 (MA, ND, OH, WA, WI, WY) - New Hampshire Insurance Company� POLICY PERIOD: 01/01/19 - 01/01/20� � 2 Pro-Face America, LLC� Pelco, Inc.� Boston Schneider Electric IT America Corp.� Schneider Electric IT USA, Inc.� Schneider Electric IT Mission Critical Services, Inc.� Schneider Electric Systems USA, Inc. (formerly Invensys Systems, Inc.)� �� Schneider Electric IT Corporation � ADDITIONAL NAMED INSUREDS INCLUDE THE FOLLOWING:� Certificate of Liability Insurance Schneider Electric Grid Automation, Inc� CN102662751 � Renewable Choice Energy Inc. (Included as Named Insured as of 1/13/2017 )� POLICY NUMBERS, STATES, AND CARRIERS:� Schneider Electric Buildings Critical Systems, Inc.� Insurance Company � Schneider Electric Power Services, Inc.� Schneider Electric Solar Inverters USA, Inc.� Schneider Electric Engineering Services, LLC� PUERTO RICO: WC IS PURCHASED THROUGH THE STATE FUND AS PUERTO RICO IS MONOPOLISTIC� **ADDITIONAL WORKER'S COMP POLICIES**� TrendPoint Systems, Inc.� Veris Industries, LLC� POLICY NUMBER: 6583126� OHIO ONLY EXCESS WORKERS COMP:� Applied Instrument Technologies, Inc.� ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: 3 3 Boston the Certificate Holder shall impose no obligation or liability of any kind upon the insurer or its agents or representatives.�� 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, � does not alter or amend any coverage, it will not extend any policy cancellation date and it will not negate any cancellation of the policy. Failure to provide a copy of such notice to Schneider Electric Holdings, Inc. or its designee will send a copy of such notice to the Certificate Holder of this Certificate. Such notice is not a right or obligation within the policies, it Certificate of Liability Insurance CN102662751 MARSH USA INC.� 200 North Martingale Road, Suite 1000� Schneider Electric Holdings, Inc.� Schaumburg, IL 60173 25 DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: WC 014649569 -(AK, AL, AR, CO, CT, DC, DE, GA, HI, IA, ID, IN, KS, LA, ME, MD, MI, MN, MO, MS, MT, NE, NM, NV, NY, OK, OR, RI, SC, SD, TN, TX, WV) - New Hampshire Schneider Electric Buildings, LLC� WC 014649571 (CA) - American Home Assurance � Schneider Electric USA, Inc. � SELF-INSURED RETENTION: $2,000,000� WC 014649575 (FL) - New Hampshire Insurance Company � Schneider Electric Motion USA, Inc.� ASCO Power Technologies, L.P. � � Telvent USA, LLC� LIMITS: EACH ACCIDENT: $3,000,000 / DISEASE-POLICY LIMIT: 3,000,000 / DISEASE-EACH EMPLOYEE: $3,000,000� 3 � WC 014649576 (MA, ND, OH, WA, WI, WY) - New Hampshire Insurance Company� POLICY PERIOD: 01/01/19 - 01/01/20� � 2 Pro-Face America, LLC� Pelco, Inc.� Boston Schneider Electric IT America Corp.� Schneider Electric IT USA, Inc.� Schneider Electric IT Mission Critical Services, Inc.� Schneider Electric Systems USA, Inc. (formerly Invensys Systems, Inc.)� �� Schneider Electric IT Corporation � ADDITIONAL NAMED INSUREDS INCLUDE THE FOLLOWING:� Certificate of Liability Insurance Schneider Electric Grid Automation, Inc� CN102662751 � Renewable Choice Energy Inc. (Included as Named Insured as of 1/13/2017 )� POLICY NUMBERS, STATES, AND CARRIERS:� Schneider Electric Buildings Critical Systems, Inc.� Insurance Company � Schneider Electric Power Services, Inc.� Schneider Electric Solar Inverters USA, Inc.� Schneider Electric Engineering Services, LLC� PUERTO RICO: WC IS PURCHASED THROUGH THE STATE FUND AS PUERTO RICO IS MONOPOLISTIC� **ADDITIONAL WORKER'S COMP POLICIES**� TrendPoint Systems, Inc.� Veris Industries, LLC� POLICY NUMBER: 6583126� OHIO ONLY EXCESS WORKERS COMP:� Applied Instrument Technologies, Inc.� ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: 3 3 Boston the Certificate Holder shall impose no obligation or liability of any kind upon the insurer or its agents or representatives.�� 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, � does not alter or amend any coverage, it will not extend any policy cancellation date and it will not negate any cancellation of the policy. Failure to provide a copy of such notice to Schneider Electric Holdings, Inc. or its designee will send a copy of such notice to the Certificate Holder of this Certificate. Such notice is not a right or obligation within the policies, it Certificate of Liability Insurance CN102662751 MARSH USA INC.� 200 North Martingale Road, Suite 1000� Schneider Electric Holdings, Inc.� Schaumburg, IL 60173 25 DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Schneider Electric Buildings, LLC� Schneider Electric USA, Inc. � Schneider Electric Motion USA, Inc.� ASCO Power Technologies, L.P. (Named Insured as of 11/1/2017)�� Telvent USA, LLC� 2 2 Pro-Face America, LLC� Pelco, Inc.� Boston Schneider Electric IT America Corp.� Schneider Electric IT USA, Inc.� Schneider Electric IT Mission Critical Services, Inc.� Schneider Electric Systems USA, Inc. (formerly Invensys Systems, Inc.)� �� Schneider Electric IT Corporation � ADDITIONAL NAMED INSUREDS INCLUDE THE FOLLOWING:� Certificate of Liability Insurance Schneider Electric Grid Automation, Inc.� CN102662751 Renewable Choice Energy Inc. (Included as Named Insured as of 1/13/2017 )� Schneider Electric Buildings Critical Systems, Inc.� Schneider Electric Power Services, Inc.� Schneider Electric Solar Inverters USA, Inc.� Schneider Electric Engineering Services, LLC� Veris Industries, LLC� Applied Instrument Technologies, Inc.� MARSH USA INC.� 200 North Martingale Road, Suite 1000� Schneider Electric Holdings, Inc.� Schaumburg, IL 60173 Summit Energy Services, Inc.� ASCO Power Services, Inc. (Named Insured as of 11/1/2017)� 25 Schneider Electric Buildings Americas, Inc.� DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Manashi Mukherjee NYC-010433042-01 SIR of Marsh USA Inc. Attn: Boston.CertRequest@marsh.com | Fax: 212-948-4377 N PHYSICAL DAMAGE 2 A CYBER 01/01/2019 02/19/2019 1,135,670 5,000,000 Evidence of coverage 215 North Mason St. Fort Collins, CO 80522 City of Fort Collins LIMIT SROBE 19445 01/01/2020 99 HIGH STREET MARSH USA INC. BOSTON, MA 02110 200 North Martingale Road, Suite 1000 Schneider Electric Holdings, Inc. Schaumburg, IL 60173 64738469 Attn: Gerry Paul X X National Union Fire Insurance Company DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF � MARSH USA INC.� � Umbrella Liability follows the underlying on additional insured and waiver of subrogation status pursuant to policy terms, conditions, and exclusions.� 200 North Martingale Road, Suite 1000� Schneider Electric Holdings, Inc.� Schaumburg, IL 60173 Summit Energy Services, Inc.� WC 014649573 (AZ, IL, KY, NC, NH, NJ, PA, UT, VA, VT) - New Hampshire Insurance Company � ASCO Power Services, Inc. � POLICY PERIOD: 01/01/19 - 01/01/20� 25 CARRIER: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA � Schneider Electric Buildings Americas, Inc.� DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY B 5,000,000 3629879 Manashi Mukherjee Additional WC/EL policies are shown NYC-010428369-02 5,000,000 5,000,000 X 01/01/2019 41343 5,000,000 POLICY IS CLAIMS MADE of Marsh USA Inc. Attn: Boston.CertRequest@Marsh.com | Fax: 212-948-4377 N 01/01/2019 X Contractual Liability 01/01/2019 A 2 01/01/2020 01/01/2019 A 01/01/2020 1921780 (AOS) PROFESSIONAL C 5,000,000 5,000,000 on the following page 23841 HDI Global Insurance Company 5,000,000 X A X 02/15/2019 01/01/2019 5,000,000 City of Fort Collins is included as additional insured with respect to General Liability and Auto Liability per the endorsement(s) attached. X 01/01/2020 215 North Mason St. Fort Collins, CO 80522 City of Fort Collins X 1921779 (VA) A New Hampshire Insurance Co. EACH CLAIM / AGGREGATE 5,000 01/01/2020 5,000,000 CUD11986-07 01/01/2020 E&O LIABILITY 1921781 (MA) 5,000,000 19445 5,000,000 SROBE 5,000,000 01/01/2020 014649569 (AOS) 99 HIGH STREET MARSH USA INC. X BOSTON, MA 02110 200 North Martingale Road, Suite 1000 Schneider Electric Holdings, Inc. Schaumburg, IL 60173 X X 04-587-10-64 01/01/2019 Attn: Gerry Paul X X 01/01/2019 A 01/01/2020 National Union Fire Ins Co Pittsburgh PA DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF � MARSH USA INC.� � Umbrella Liability follows the underlying on additional insured and waiver of subrogation status pursuant to policy terms, conditions, and exclusions.� 200 North Martingale Road, Suite 1000� Schneider Electric Holdings, Inc.� Schaumburg, IL 60173 Summit Energy Services, Inc.� WC 014649573 (AZ, IL, KY, NC, NH, NJ, PA, UT, VA, VT) - New Hampshire Insurance Company � ASCO Power Services, Inc. � POLICY PERIOD: 01/01/19 - 01/01/20� 25 CARRIER: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA � Schneider Electric Buildings Americas, Inc.� DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY B 5,000,000 3629879 Manashi Mukherjee Additional WC/EL policies are shown NYC-010428369-01 5,000,000 5,000,000 X 01/01/2019 41343 5,000,000 POLICY IS CLAIMS MADE of Marsh USA Inc. Attn: Boston.CertRequest@Marsh.com | Fax: 212-948-4377 N 01/01/2019 X Contractual Liability 01/01/2019 A 1 01/01/2020 01/01/2019 A 01/01/2020 1921780 (AOS) PROFESSIONAL C 5,000,000 5,000,000 on the following page 23841 HDI Global Insurance Company 5,000,000 X A X 02/08/2019 01/01/2019 5,000,000 Evidence of insurance X 01/01/2020 215 North Mason St. Fort Collins, CO 80522 City of Fort Collins X 1921779 (VA) A New Hampshire Insurance Co. EACH CLAIM / AGGREGATE 5,000 01/01/2020 5,000,000 CUD11986-07 01/01/2020 E&O LIABILITY 1921781 (MA) 5,000,000 19445 5,000,000 SROBE 5,000,000 01/01/2020 014649569 (AOS) 99 HIGH STREET MARSH USA INC. X BOSTON, MA 02110 200 North Martingale Road, Suite 1000 Schneider Electric Holdings, Inc. Schaumburg, IL 60173 X X 04-587-10-64 01/01/2019 Attn: Gerry Paul 01/01/2019 A 01/01/2020 National Union Fire Ins Co Pittsburgh PA DocuSign Envelope ID: F8ADCA36-17E5-4697-836E-46E1CD278EDF