Loading...
HomeMy WebLinkAbout613811 TELVENT USA LLC / SCHNEIDER ELECTRIC - CONTRACT - SOLE SOURCE - TELVENT USA, LLC / SCHNEIDER ELECTRICSoftware License Agreement (Domestic - US) ©2014 Telvent Page 1 This is a License Agreement and not an Agreement for Sale. This License Agreement (“Agreement”) made effective on the 25th day of April, 2018 (“Effective Date”) is between the City of Fort Collins, Colorado, a municipal corporation (“Licensee”), whose address is given in Exhibit 1 (Registered Licensee Information) annexed hereto, and Telvent USA, LLC (“Telvent”), and gives Licensee certain limited rights to use the proprietary Telvent Software and Related Materials. All rights not specifically granted in this Agreement are reserved to Telvent. Article 1 - Definitions As used herein, the following words, phrases or terms in this Agreement shall have the following meanings: a. “Development Software” is Software that may be used solely for testing, staging, and developmental purposes only. b. “Licensed Configuration” means the specific computer networks and/or computer systems where the Software is installed and configured as designated by Licensee. Telvent’s Software shall be downloaded from the following website url: http://www.telvent-gis.com/support/download_form.shtml. c. “Production Environment” means computer systems 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 systems for live business operations. d. “Related Materials” means all of the printed materials, user and specification documentation, and training documentation, provided by Telvent for use with respect to the Software. e. “Software” means all or any portion of Telvent’s proprietary core software products including backups, merged copies, and updates that may be provided by Telvent under this Agreement. f. “Term License” means Software provided to Licensee for a limited period of time to be used for non-production purposes. Article 2 – Reservation of Ownership & Grant of License a. Retention of Rights and License Grant. Telvent retains exclusive title and ownership of the Software and Related Materials licensed under this Agreement. Upon Licensee providing payment in full for the Software, Telvent grants to Licensee a perpetual (unless terminated as provided in Article 6), personal, non-exclusive, nontransferable license to use the Software and Related Materials pursuant to the terms of the Agreement. Licensee shall use reasonable efforts to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication. b. License Management. Telvent employs a license management program to limit use of the Software to specific computer networks and/or computer systems. As each DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Software License Agreement (Domestic - US) ©2014 Page 2 configuration of computer networks and/or computer systems may be unique, Licensee agrees to conform its use of the Software to the Licensed Configuration. The Licensed Configuration is incorporated herein by reference, inclusive of any written modifications approved by Telvent. Licensee is required to update its Licensed Configuration to reflect current use of Software for license management purposes. Article 3 – Copyright The Software and Related Materials are owned by Telvent and are protected by United States copyright laws and applicable international treaties and/or conventions. Licensee shall not export the Software and Related Materials into a country that does not have copyright laws that will protect Telvent’s proprietary rights. Article 4 – Scope of Use a. Permitted Uses. The license grant permits the Licensee to do only each of the following: • Licensee may install the Software onto the computer systems designated by the Licensed Configuration. • Licensee may use the Software and Related Materials for its internal business and commercial operations only. • Licensee may access and use any secure Telvent website resources made available to Licensee for Licensee's internal use only, provided that Licensee follows Telvent’s terms of use policy specified therein. All password or controlled access information provided by Telvent shall be considered confidential information subject to Article 13 below. • Licensee may make only one (1) copy of the Software for archival purposes. b. Prohibited Uses. The license grant does not permit the Licensee to do the following: • Licensee may not sell, rent, lease, sublicense, lend, time-share or transfer, in whole or in part, or provide unlicensed third parties access to prior or present versions of the Software and Related Materials, including any updates, or Licensee’s rights under this Agreement. • Licensee may not reverse engineer, decompile or disassemble the Software, or make any attempt to unlock or bypass the License Configuration. • Licensee may not alter, modify or create any derivative works of the Software and Related Materials. • Development Software may not be used in a Production Environment. DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Software License Agreement (Domestic - US) ©2014 Page 3 • Licensee may not remove or obscure any copyright or trademark notices from the Software or Related Materials. c. Use by Contractors: A contractor of Licensee shall be permitted to use one or more of the licenses of Telvent Software and Related Materials under the following terms and conditions. • Contractor refers to a person, not an employee of Licensee, which is contracted by Licensee and authorized to perform services on Licensee's behalf (“Contractor”). No Contractor shall be an organization engaged in the development, licensing or implementation of a GIS/Geospatial software product, unless express written consent is obtained in advance from Telvent. • No licensing rights will be provided to a Contractor. The Software will remain licensed to Licensee. When Contractors use the Software, Licensee will be responsible for ensuring use of the Software by a Contractor is in accordance with the terms of this Agreement. • Any Contractor permitted to use the Software by Licensee will use the Software only to perform work on behalf of Licensee. The Software may not be used by the Contractor to perform work for any other third party. • Licensee will advise each Contractor in writing of the terms of use for the Software. Each Contractor will acknowledge in writing that it understands and will abide by those terms. • Licensee will require each Contractor to execute a nondisclosure agreement with Licensee in which the Contractor agrees to protect the Software from disclosure to third parties other than the Contractor and its employees. • Licensee will keep a written record of Contractors using the Software. Telvent may audit these records upon request, provided that such audits may not unreasonably interfere with Licensee’s business and shall occur only during Licensee’s normal hours of operations. • If a Contractor that is using the Software ceases to perform work for Licensee, then Licensee will ensure that either (a) the Software and any Related Materials that have been provided to the Contractor are returned to Licensee, or (b) the Contractor certifies in writing that it has destroyed all copies of the Software and any Related Materials that have been provided to the Contractor. Such limits detailed above shall apply to use of either all or a portion of the Software or Related Materials. DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Software License Agreement (Domestic - US) ©2014 Page 4 Article 5 – Term Licenses a. Development Licenses. Telvent offers a Term License for some of its Development Software. Licensee shall not use Development Software that is subject to a Term License in its Production Environment. Any use of the Development Software in a Production Environment shall be deemed a material breach of the Agreement. b. Evaluation Licenses. Telvent, at its sole discretion, may provide Licensee a Term License for Software to be used for evaluation purposes. Evaluation licenses are to be used in a non-production environment only. Article 6 – Termination a. By Telvent. The right to use the Software and Related Materials may be automatically terminated by Telvent without notice and without refund if Licensee fails to comply with any provision of this Agreement or contributes to any infringement of any proprietary rights in the Software or Related Materials. Upon termination of the Agreement, Licensee shall uninstall and return to Telvent the Software, Related Materials, including any whole or partial copies, codes, modifications, and merged portions in any form. Telvent may require that Licensee provide written certification that the Software has been uninstalled. All provisions which operate to protect the rights of Telvent shall remain in full force and effort after termination of the Agreement. b. By Licensee. Licensee shall have the right to terminate this Agreement upon giving thirty (30) days’ notice. Within thirty (30) days after termination of the license, Licensee will return to Telvent, at Telvent’s expense, the Software and Related Materials and all copies thereof or delete or destroy all other copies of the Software and Related Materials and inform Telvent that the Software has been returned or all copies deleted or destroyed, and its use discontinued. Article 7 – Assignment Neither party shall assign this contract or its respective rights hereunder without the prior written consent of the other party. Any purported assignment without such consent shall be null and void. Article 8 – Merger or Acquisition Should Licensee acquire, be acquired by, or merge with another business entity after the date of execution of the Agreement, Licensee shall notify Telvent in writing within a reasonable time. Successor entities shall be subject to the terms of the Agreement or will be required to stop use and return all Software and Related Materials. A separate license agreement (or an addendum to this Agreement) may be required in order to cover additional licenses that may be required due to the merger or acquisition. Licensee will be responsible to update its Licensed Configuration to reflect current use of Software for license management purposes. DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Software License Agreement (Domestic - US) ©2014 Page 5 Article 9 – Limited Warranty and Disclaimer a. Limited Warranty. Telvent warrants the unaltered Software and media, under normal use, will conform substantially to the Related Materials and be free from defects in materials and workmanship for a period of ninety (90) days from the date of issue of the software download password or of the license file(s), whichever is first. b. General Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, TELVENT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE TELVENT DOES NOT WARRANT THAT OPERATION OF THE SOFTWARE SHALL BE UNINTERUPTED, ERROR FREE, OR THAT THE SOFTWARE IS SUITABLE FOR USE IN FAULT-INTOLERANT OPERATIONS. c. Data Disclaimer. LICENSEE ASSUMES ALL RESPONSIBILITY FOR THE QUALITY AND ACCURACY OF DATA USED IN CONJUNCTION WITH THE SOFTWARE LICENSED UNDER THIS AGREEMENT. TELVENT makes no warranty with respect to the Data. Without limiting the generality of the preceding sentence, Telvent does not warrant that the data will meet Licensee's needs or expectations, the use of the data will be uninterrupted, or that all nonconformities can or will be corrected. Licensee should always verify its data including, but not limited to, map, spatial, raster, and tabular information, against its own records. d. Exclusive Remedy. During the warranty period, Telvent’s entire liability and Licensee’s exclusive remedy shall be, at Telvent’s option, to attempt to correct or work around errors, to replace the Software and Related Materials in accordance with the Telvent Maintenance and Support Policy, or to return the license fees paid and terminate the Agreement. Upon such termination, Licensee will uninstall and return the Software and Related Materials to Telvent and/or provide written certification that the Software has been uninstalled. Article 10 – Software Maintenance Telvent offers a one-year complimentary maintenance period that begins seven days from the date of issue of the Software download password or of the license file(s), whichever is first. Software maintenance and support beyond the complimentary period is available at the option of Licensee as specified in Telvent’s Software Maintenance and Support Policy (please see https://infrastructurecommunity.schneider-electric.com/docs/DOC-1879 for specific terms of reference.) Software maintenance and support, whether during the complimentary maintenance period or during another time period covered under a paid maintenance period, consists of Software and/or Related Materials, updates, and access to technical support and other benefits specified in the most current applicable Telvent Maintenance and Support Policy. DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Software License Agreement (Domestic - US) ©2014 Page 6 Article 11 – Limitation of Liability a. Disclaimer of Certain Types of General Liability. TELVENT SHALL IN NO EVENT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE, OR RELATED MATERIALS, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT TELVENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. b. Limitation of Liability. IN NO EVENT SHALL TELVENT’S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, EXCEED TWO (2) TIMES THE AMOUNTS PAID TO TELVENT BY LICENSEE FOR SOFTWARE AND/OR RELATED MATERIALS PURSUANT TO THIS AGREEMENT. Article 12 – Indemnity Against Infringement a. Indemnification. Telvent, at its own expense, shall defend and indemnify Licensee from all claims that the Software and Related Materials furnished under this Agreement infringe a U. S. Copyright, including reasonable attorney fees and costs, provided that Licensee gives Telvent prompt written notice of such claims and permits Telvent the sole right to control the defense of all such claims and provides Telvent all reasonable cooperation. b. Remedies. As to any Software and Related Materials that are or in the opinion of Telvent may become subject to a claim of infringement, Telvent, at its option, will obtain the right for Licensee to continue using the Software and Related Materials or replace the Software or Related Materials with a functional equivalent or modify the Software and Related Materials to make them non-infringing. If neither of such alternatives is commercially practical, the infringing items shall be returned to Telvent and Telvent’s sole liability shall be to refund license fees paid by Licensee prorated over a five (5) year period. c. Alterations by Licensee. If Licensee extends, alters, modifies, or creates any derivative works of the Software and Related Materials or breaches this Agreement in any way, Telvent will not indemnify nor defend Licensee from any infringement claim resulting from the unauthorized modifications or alterations. To the extent permitted by law, Licensee, at its own expense, shall defend and indemnify Telvent from all claims, damages, legal fees, and costs arising out of any infringement directly connected to Licensee’s modification or alteration to the Software and Related Materials. THIS SECTION STATES TELVENT’S ENTIRE OBLIGATION TO LICENSEE AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR COPYRIGHT INFRINGEMENT. DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Software License Agreement (Domestic - US) ©2014 Page 7 Article 13 – Confidentiality a. Confidentiality Requirement. Licensee acknowledges that the Software and Related Materials constitutes the proprietary and confidential information of Telvent. Without the prior written approval of Telvent, Licensee shall not disclose any confidential information to any third party or allow any person to have access to the Software and Related Materials or any portion thereof except for such of its employees and Contractors who: (i) need access to such information for purposes related to their employment with Licensee; and (ii) have been informed of the Licensee's obligation of confidence under this Agreement; and (iii) are subject to either a binding and enforceable agreement with Licensee to be bound by such obligation of confidence or a written agreement of confidentiality directly with Telvent. c. Exceptions. The obligations of this provision shall not apply to information: (i) which was in Licensee's possession without any obligation of confidentiality prior to the disclosure thereof by Telvent to Licensee and was not acquired by Licensee directly or indirectly from Telvent; or (ii) which is or later becomes a matter of public knowledge without any fault or negligence on the part of Licensee; or (iii) which Licensee receives without any obligation of confidentiality from a third party who is rightfully in possession of such information; or (iv) which Licensee is required by law to disclose including, but not limited to the requirements of the Colorado Open Records Act, § 24-72-200.1, et seq. C.R.S (“CORA”). d. Remedies for Breach. Notwithstanding anything contained in this Agreement to the contrary, the parties shall be entitled to seek injunctive or other equitable relief whenever the facts or circumstances would permit a party to seek such equitable relief in a court of competent jurisdiction. Article 14 – Insurance Telvent agrees to maintain insurance in in accordance with Exhibit 2. Article 15 – General Provisions a. Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable export obligations, restrictions, laws, regulations, or orders relating to the export of computer software or know-how relating thereto, and Licensee agrees to comply with all applicable export control restrictions. Telvent may supply the Licensee with technical data that is subject to export laws restrictions, and Licensee agrees to comply with all laws, regulations, and orders in regard to any export of such technical data. DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Software License Agreement (Domestic - US) ©2014 Page 8 b. Additional Software Licenses: Additional Software purchased by Licensee shall be governed by the terms and conditions of the Agreement and may be purchased without an amendment. c. 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. d. No Implied Waivers: No failure or delay by Telvent or Licensee in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Telvent or Licensee. e. Order of Precedence: Any conflict between the terms of this License Agreement and any Purchase Order or other terms shall be resolved in favor of the terms of this License Agreement. f. Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado without reference to conflict of laws principles. g. Entire Agreement and Amendments: This Agreement and the Attachments, which are incorporated by reference, constitute the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly provided herein, any Amendments to this Agreement must be in writing and signed by an authorized representative of each party. 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, a municipal corporation By: ____________________________ Printed Name: Title: Date: TELVENT USA, LLC (Telvent) By: ___________________ Printed Name: Title: Date: DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Drew Ditter 4/25/2018 Director of Operations 5/7/2018 Purchasing Director Gerry Paul Software License Agreement (Domestic - US) ©2014 Page 9 EXHIBIT 1 Registered Client Information Client Name: City of Fort Collins, IT Primary Contact: Marcus Bodig Mailing Address: 215 N Mason St. PO Box 580 ___Fort Collins, CO 80522-0580 _____ Email: mbodig@fcgov.com Telephone No.: 970-416-2050 Fax No.: 970-221-6329 Bill To: City of Fort Collins, IT Dept Address: 215 N Mason St. PO Box 580 Fort Collins, CO 80522-0580 Note: This will be assumed to be a taxable transaction unless the follow- ing documentation is provided upon execution of this license: 1. Direct Pay Certification No. and a copy of the applicable state documentation, or 2. A copy of your Tax Exemption Certificate – 98-04502-0000 Ship Original Software To: IT C/O Marcus Bodig Address: 215 N Mason St PO Box 580 Fort Collins, CO 80522-0580 Client’s Contract Administrator’s Name: Gerry Paul Address: 215 N Mason St PO Box 580 Fort Collins, CO 80522-0580 Telephone No.: 970-221-6779 Fax No.: Email: gspaul@fcgov.com___________ DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Software License Agreement (Domestic - US) ©2014 Page 10 EXHIBIT 2 INSURANCE REQUIREMENTS 1. The Telvent will provide the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, Telvent shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” The City, its officers, agents and employees shall be named as additional insureds on Telvent 's general liability and automobile liability insurance policies for any claims arising under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. Telvent shall maintain during the life of this Agreement for all of Telvent's employees engaged in work performed under this Agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. Telvent shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, Telvent shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 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,MD,MI,MN,MO,MS,MT,NE,NM,NV,NY,OK,OR,RI,SC,SD,TN,TX,WV)- NEW HAMPSHIRE INSURANCE Schneider Electric Buildings, LLC� WC 014649571 (CA) - AMERICAN HOME ASSURANCE � Schneider Electric USA, Inc. � POLICY PERIOD: 01/01/18 - 01/01/19� WC 014649576 (MA,ND,OH, WA,WI,WY) - NEW HAMPSHIRE INSURANCE COMPANY � Schneider Electric Motion USA, Inc.� ASCO Power Services, Inc. (Named Insured as of 11/1/2017)� � Summit Energy Services, Inc.� CARRIER: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA � 3 POLICY NUMBER: 6583126� WC 014649573 (IL, KY, NC, NH, UT, VT) NEW HAMPSHIRE INSURANCE COMPANY � � � 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 Umbrella Liability follows the underlying on additional insured and waiver of subrogation status pursuant to policy terms, conditions, and exclusions� Veris Industries, LLC� 838732 WC 014649574 (NJ, PA) NEW HAMPSHIRE INSURANCE COMPANY � Renewable Choice Energy Inc. (Included as Named Insured as of 1/13/2017 )� POLICY NUMBERS, STATES, AND CARRIERS:� Schneider Electric Buildings Critical Systems, Inc.� COMPANY � Schneider Electric Power Services, Inc.� Schneider Electric Software, LLC� Schneider Electric Engineering Services, LLC� WC 014649570 (ME) NEW HAMPSHIRE INSURANCE COMPANY � **ADDITIONAL WORKER'S COMP POLICIES**� ASCO Power Technologies, L.P. (Named Insured as of 11/1/2017)� Telvent USA, LLC� OHIO ONLY EXCESS WORKERS COMP:� � 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 838732 MARSH USA INC.� (See page 2 for Additional Named Insureds)� Schneider Electric Holdings, Inc.� Schaumburg, IL 60173 200 North Martingale Road, Suite 1000� 25 DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 Schneider Electric Grid Automation, Inc.� SELF-INSURED RETENTION: $2,000,000� MARSH USA INC.� WC 014649572 (AZ, VA) NEW HAMPSHIRE INSURANCE COMPANY � LIMITS: EACH ACCIDENT: $3,000,000 / DISEASE-POLICY LIMIT: 3,000,000 / DISEASE-EACH EMPLOYEE: $3,000,000� (See page 2 for Additional Named Insureds)� Schneider Electric Holdings, Inc.� Schaumburg, IL 60173 200 North Martingale Road, Suite 1000� Schneider Electric Solar Inverters USA, Inc.� WC 014649575 (FL) - NEW HAMPSHIRE INSURANCE COMPANY � Applied Instrument Technologies, Inc.� POLICY PERIOD: 01/01/18 - 01/01/19� 25 PUERTO RICO: WC IS PURCHASED THROUGH THE STATE FUND AS PUERTO RICO IS MONOPOLISTIC� Schneider Electric Buildings Americas, Inc.� DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0 (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-010275327-01 5,000,000 5,000,000 X 01/01/2018 41343 5,000,000 POLICY IS CLAIMS MADE of Marsh USA Inc. Attn: Boston.CertRequest@Marsh.com | Fax: 212-948-4377 N 01/01/2018 X Contractual Liability 01/01/2018 A 3 01/01/2019 01/01/2018 A 23817 01/01/2019 1921780 (AOS) PROFESSIONAL C 5,000,000 5,000,000 on the following page 23841 HDI Global Insurance Company 5,000,000 X D X 04/25/2018 01/01/2018 5,000,000 City of Fort Collins, its officers, agents and employees are included as additional insured with respect to General Liability and Auto Liability per the endorsement(s) attached. X 01/01/2019 215 N Mason St PO Box 580 City of Fort Collins Illinois National Insurance Company Fort Collins, CO 80522 X 1921779 (VA) A New Hampshire Insurance Co. EACH CLAIM / AGGREGATE 5,000 01/01/2019 5,000,000 CUD11986-06 01/01/2019 E&O LIABILITY 1921781 (MA) 5,000,000 19445 5,000,000 LSPIKE 5,000,000 01/01/2019 014649569 (AOS) 99 HIGH STREET MARSH USA INC. X BOSTON, MA 02110 (See page 2 for Additional Named Insureds) Schneider Electric Holdings, Inc. Schaumburg, IL 60173 200 North Martingale Road, Suite 1000 X 05-505-28-00 01/01/2018 Attn: IT X X 01/01/2018 A 01/01/2019 National Union Fire Ins Co Pittsburgh PA DocuSign Envelope ID: EF23716F-18B9-4DE0-A0F6-F0C517E47FF0