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Schneider Elecric USA/Water Filtration Plan
CITY OF OSHKOSH DEPARTMENT OF PUBLIC WORKS 215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130 PHONE: (920) 236-5065 FAX(920)236-5068 LETTER OF TRANSMITTAL To: Mr. Bill Doyle Date: June 23, 2014 Schneider Electric USA, Inc. Subject: Executed Agreement 800 Federal Street Water Filtration Plan PLC Upgrade Andover, MA 01810 Please find: ® Attached ❑ Under Separate Cover ❑ Copy of Letter ® Contracts ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other Quantity Description 1 Executed Agreement These are being transmitted as indicated below: ❑ For Approval ® For Your Use ❑ As Requested ❑ For Review& Comment Remarks: Enclosed is a copy of the executed agreement for the water filtration plant PLC Upgrade. Please reference Res. No. 14-236 on all of your invoices. If you have any questions, please contact us. City Attorney's Office—Copy City Clerk's Office —Original Steve Brand —Copy cc: _ File —Original Signed: ArApn, racy aylor I:\Engineering\Tracy Taylor\Steve Brand Agreements\Schneider Electric LOT-PLC Upgrade Executed Agreemnt6-23-1. ..• AGREEMENT This AGREEMENT, made on the t2 ) day of (AIL , 2014, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and SCHNEIDER ELECTRIC USA, INC., 800 Federal Street, Andover, MA 01810, party of the second part, hereinafter referred to as the SUPPLIER. WITNESSETH: That the CITY and the SUPPLIER, for the consideration hereinafter named, enter into the following AGREEMENT for OSHKOSH WATER FILTRATION PLANT PLC UPGRADE. ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The SUPPLIER shall assign the following individual to manage the PROJECT described in this AGREEMENT: Judy K. Grelle— Field Service Administrator B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the PROJECT described in this AGREEMENT: Stephan Brand — Public Works Utilities Bureau Manager ARTICLE III. SCOPE OF WORK The SUPPLIER shall provide the services described in the SUPPLIER's Proposal Number 29119198-02. CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect SUPPLIER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. All reports, drawings, specifications, computer files, field data, notes, and other documents and instruments prepared by the SUPPLIER as instruments of service shall remain the property of the CITY. I:\Engineering\Tracy Taylor\Steve Brand Agreements\Schneider Electric PLC Upgrade Agreemnt_5-14-14.docx Page 1 of 6 ARTICLE IV. STANDARD OF CARE The standard of care applicable to SUPPLIER's services will be the degree of skill and diligence normally employed by professional suppliers or suppliers performing the same or similar services at the time said services are performed. SUPPLIER will re- perform any services not meeting this standard without additional compensation. ARTICLE V. OPINIONS OF COST, FINANCIAL CONSIDERATIONS, AND SCHEDULES In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, SUPPLIER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by operating personnel or third parties; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, it is understood between the parties that the SUPPLIER makes no warranty that the CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from SUPPLIER's opinions, analyses, projections, or estimates. ARTICLE VI. RECORD DRAWINGS Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others. SUPPLIER is not responsible for any errors or omissions in the information from others that the SUPPLIER reasonably relied upon and that are incorporated into the record drawings. ARTICLE VII. CITY RESPONSIBILITIES The CITY shall furnish, at the SUPPLIER's request, such information as is needed by the SUPPLIER to aid in the progress of the PROJECT, providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the SUPPLIER's work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE VIII. ASBESTOS OR HAZARDOUS SUBSTANCES If asbestos or hazardous substances in any form are encountered or suspected, SUPPLIER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. I:\Engineering\Tracy Taylor\Steve Brand Agreements\Schneider Electric PLC Upgrade Agreemnt_5-14-14.docx Page 2 of 6 If asbestos is suspected, SUPPLIER will, if requested, manage the asbestos remediation activities using a qualified subcontractor at an additional fee and contract terms to be negotiated. If hazardous substances other than asbestos are suspected, SUPPLIER will, if requested, conduct tests to determine the extent of the problem and will perform the necessary studies and recommend the necessary remedial measures at an additional fee and contract terms to be negotiated. CITY recognizes that SUPPLIER assumes no risk and/or liability for a waste or hazardous waste site originated by other than the SUPPLIER. ARTICLE IX. CITY'S INSURANCE CITY will maintain property insurance on all pre-existing physical facilities associated in any way with the PROJECT. CITY will provide (or have the construction contractor(s) provide) a Builders Risk All Risk insurance policy for the full replacement value of all project work including the value of all onsite CITY-furnished equipment and/or materials associated with SUPPLIER's services. Upon request, CITY will provide SUPPLIER a copy of such policy. ARTICLE X. TIME OF COMPLETION The work to be performed under this AGREEMENT shall be commenced and the work completed within the time limits specified. The SUPPLIER shall perform the services under this AGREEMENT with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that the SUPPLIER is not responsible for damages arising directly or indirectly from any delays for causes beyond the SUPPLIER's control. For the purposes of this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, failure of performance by the CITY, or discovery of any hazardous substances or differing site conditions. If the delays resulting from any such causes increase the time required by the SUPPLIER to perform its services in an orderly and efficient manner, the SUPPLIER shall be entitled to an equitable adjustment in schedule. ARTICLE XI. COMPONENT PARTS OF THE AGREEMENT This AGREEMENT consists of the following component parts, all of which are as fully a part of this AGREEMENT as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument. 2. Water Filtration Plant PLC Upgrade General Conditions dated February 3, 2014 and attached hereto. 3. Water Filtration Plant PLC Upgrade General Requirements dated February 3, 2014 and attached hereto. I:\Engineering\Tracy Taylor1Steve Brand Agreements\Schneider Electric PLC Upgrade Agreemnt_5-14-14.docx Page 3 of 6 4. SUPPLIER's Proposal Number 29119198-02 dated August 19, 2013 and attached hereto. In the event that any provision in any of the above component parts of this AGREEMENT conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. ARTICLE XII. PAYMENT A. The Agreement Sum. The CITY shall pay to the SUPPLIER for the performance of the AGREEMENT the total sum as set forth below, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto: • Time and Materials Not to Exceed $179,000 (One Hundred Seventy-Nine Thousand Dollars) per Agreement Sum Schedule listed below. • Attached fee schedules shall be firm for the duration of this AGREEMENT. AGREEMENT SUM SCHEDULE Item Description Quantity Unit Amount PLC Program Conversion and 1 Lump Sum $174,000 1 Hardware Upgrade 2 Allowance for Additional Work 1 Lump Sum $5,000 TOTAL $179,000 B. Method of Payment. The SUPPLIER shall submit itemized monthly statements for services. The CITY shall pay the SUPPLIER within thirty (30) calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to SUPPLIER a statement as to the reason(s)for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this AGREEMENT executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE XIII. HOLD HARMLESS The SUPPLIER covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or result from the intentional or negligent acts of the SUPPLIER, his/her agents or assigns, his/her employees, or his/her subcontractors related however remotely to the performance of this AGREEMENT or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees, and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the CITY's written demand for indemnification or refund for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specified in this paragraph. I:\Engineering\Tracy Taylor\Steve Brand Agreements\Schneider Electric PLC Upgrade Agreemnt_5-14-14.docx Page 4 of 6 Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the CITY further agrees to hold SUPPLIER harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of re-use of the documents without consent where such liability is founded upon or grows out of the acts or omission of any of the officers, employees, or agents of the City of Oshkosh while acting within the scope of their employment. ARTICLE XIV. INSURANCE The SUPPLIER agrees to abide by the attached City of Oshkosh Insurance Requirements. ARTICLE XV. TERMINATION A. For Cause. If the SUPPLIER shall fail to fulfill in timely and proper manner any of the obligations under this AGREEMENT, the CITY shall have the right to terminate this AGREEMENT by written notice to the SUPPLIER. In this event, the SUPPLIER shall be entitled to compensation for any satisfactory, usable work completed. B. For Convenience. The CITY may terminate this AGREEMENT at any time by giving written notice to the SUPPLIER no later than ten (10) calendar days before the termination date. If the CITY terminates under this paragraph, then the SUPPLIER shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the AGREEMENT and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this AGREEMENT. ARTICLE XVI. RE-USE OF PROJECT DOCUMENTS All reports, drawings, specifications, documents, and other deliverables of SUPPLIER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. CITY agrees to indemnify SUPPLIER and SUPPLIER's officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs, including, but not limited to, litigation expenses and attorney's fees arising out of or related to the unauthorized re- use, change, or alteration of these project documents. ARTICLE XVII. SUSPENSION, DELAY, OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the services of SUPPLIER for the convenience of CITY. In such event, SUPPLIER's contract price and schedule shall be equitably adjusted. I:\Engineering\Tracy Taylor\Steve Brand Agreements\Schneider Electric PLC Upgrade Agreemnt_5-14-14.docx Page 5 of 6 ARTICLE XVIII. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and SUPPLIER and has no third-party beneficiaries. In the Presence of: SUPPLIER By: t.k)- Wi.l/iQ,. PIA J)vy(G i re 640.f .7.-6744.111>5. c.< (Seal of SUPPLIER (Specify Title) if a Corporation.) By: (Specify Title) CITY OF OSHKOSH By: . c � (Witness) u - k A. Rohloff, Ci(yi'j .ger And r l 2 _) '" (Witness) Pamela R. Ubrig, City Cl-rk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which ®. will accrue under this AGREEMENT. - % ity Attor�' n(.1 Acx.tyy--1 , City Comptroller I:\Engineering\Tracy Taylor\Steve Brand Agreements\Schneider Electric PLC Upgrade Agreemnt_5-14-14.docx Page 6 of 6 CITY OF OSHKOSH RECEIVED WATER FILTRATION PLANT PLC UPGRADE MAY 14 2014 PART 2 DEPT. OF PUBLIC WORKS GENERAL CONDITIONS OSHKOSH, WISCONSIN 1. DEFINITIONS 1.1. Days: Unless otherwise specifically stated,the term"days" shall be understood to mean calendar days. 1.2. Engineer: CH2M HILL Engineers, located at 135 S. 84th Street, Suite 400, Milwaukee, WI 53214, Attention: Linda Mohr,P.E. 1.3. Execution of Contract: Shall mean the signing of the Contract by the authorized representatives of both Owner and Supplier(Owner's signature date is the Notice to Proceed date). 1.4. Manufacturer: Shall be synonymous with Supplier. 1.5. Owner: City of Oshkosh, Oshkosh,WI, its agents, officers, and employees. 1.6. Person-day: Person-day shall be 8 working hours (7:30 a.m. to 4:30 p.m.) in a 24-hour period. 1.7. PLC software and hardware: Shall be synonymous with Unity Pro XL software, PLC central processing units(CPUs), and materials related to the upgrade of the City's fourteen(14)Water Filtration Plant PLCs. 1.8. Work: Shall include all equipment, materials and appurtenances, and specified services necessary for the Supplier to perform and complete the Contract, including items not specifically indicated or described which are reasonably considered in good practice as belonging to the equipment specified. 2. CONTRACT DOCUMENTS 2.1. Contract Documents include the AGREEMENT, GENERAL CONDITIONS, GENERAL REQUIREMENTS, and SCOPE OF SERVICES Oshkosh Water PLC Program Conversion and Hardware Upgrade, ISS Proposal Number: 29119198-02 including subsequent Change Orders issued by the Owner, and all other requirements incorporated in these Documents by specific reference thereto. MKE/477741 ATTACHMENT 1 - GENERAL CONDITIONS FEBRUARY 3,2014 PAGE- 1 CITY OF OSHKOSH WATER FILTRATION PLANT PLC UPGRADE 2.2. Discrepancies and Omissions: 2.2.1. Should anything which is necessary for a clear understanding of the Work be omitted from the Contract Documents, or should it appear that various instructions are in conflict, the Supplier shall secure written instructions from Engineer before proceeding with the Work affected by such omissions or discrepancies. It is understood and agreed that the Work shall be performed according to the true intent of the Contract Documents. 2.2.2. It is understood and agreed that the written terms and provisions of the Contract Documents shall supersede all verbal statements of representatives of Owner, and verbal statements shall not be effective or be construed as being a part of this Contract. 3. INSPECTION/ACCEPTANCE 3.1. Owner reserves the right to reject nonconforming material and equipment. Owner shall have the option either to require Supplier to promptly remove and replace rejected material and equipment at Supplier's expense; or to cancel this order pursuant to ARTICLE X. TERMINATION and require Supplier to promptly remove rejected material and equipment at Supplier's expense. 4. ALLOWANCE FOR ADDITIONAL WORK 4.1. Owner shall have the right(by written supplement hereto), to make changes, within the general scope of the Agreement. The Allowance for Additional Work, included in the Agreement sum of five thousand dollars ($5,000) is included for changes. This allowance will be used to compensate the Supplier for work performed with the consent of the Owner. The additional work performed by the Supplier will include all labor,materials,tools and equipment necessary to perform the additional work directed by the Owner. The additional work shall not be performed without authorization by the Owner. At the end of the Contract, all remaining funds will be deducted from the total price as a credit. 5. SUPPLIER 5.1. The relationship of Supplier to Owner shall be that of an independent contractor. Supplier shall have no contractual relationship with the Engineer as a result of its contract with Owner. Nothing contained in this Contract shall create any contractual relation between any subcontractor of Supplier and Owner or Engineer. ATTACHMENT 1 - GENERAL CONDITIONS MKE/477741 PAGE - 2 FEBRUARY 3,2014 CITY OF OSHKOSH WATER FILTRATION PLANT PLC UPGRADE 6. MATERIALS AND EQUIPMENT 6.1. General: All materials and equipment furnished shall be new, unused, and undamaged when installed or otherwise incorporated in Owner's project.No such material or equipment shall be used by Supplier for any purpose other than that intended or specified, unless such use is specifically authorized by Owner in each case. 6.2. Codes, Laws, and Regulations: All material, equipment, and services provided hereunder shall comply with all applicable codes, laws, regulations, standards, and ordinances,National Electrical Code, and UL listing mark or label requirements. 7. FIELD PERFORMANCE TESTING AND ACCEPTANCE 7.1. Operating equipment and systems will be performance tested by the Supplier in the presence of Owner and Engineer to demonstrate compliance with the operational requirements. Performance testing will be conducted under the design operating conditions or under such simulated operating conditions as recommended or approved by Engineer. Upon a showing that the equipment meets said criteria, Owner shall accept the equipment for its beneficial use. 7.2. In the event of malfunction or failure to perform as specified, and it is determined that the equipment or system furnished under this Contract is in nonconformance with the Contract Documents, Supplier shall bear all cost for repair, replacement, and retesting to correct such non-conformity. 8. WARRANTY 8.1. All material and equipment supplied shall be warranted by Supplier to Owner as follows: 8.1.1. All new PLC hardware and materials shall be warranted against defects in materials and workmanship for a period of one(1)year following acceptance of performance testing by Owner and Engineer. 8.1.2. All repairs,parts and services provided shall be warranted against defects in materials and workmanship for a period of six(6)months from the point of beneficial use. All material and equipment shall be suitable for the purpose intended and shall provide the results required by the Specifications. 8.1.3. The warranties set forth above are in lieu of any implied, including an implied warranty of merchantability, an implied warranty of fitness for a particular purpose. Supplier also agrees to hold Owner harmless from liability of any third-party claims for personal injury or property damage due to said defects in accordance with the indemnity provision of the Agreement. Supplier shall make all repairs and replacements promptly upon receipt of MKE/477741 ATTACHMENT 1 - GENERAL CONDITIONS FEBRUARY 3, 2014 PAGE- 3 CITY OF OSHKOSH WATER FILTRATION PLANT PLC UPGRADE written orders for same from Owner. If Supplier fails to perform its remedial obligations as set forth above, Owner is hereby authorized to make the corrections or to order the Work to be done by a third party, and the cost of the corrections shall be paid by Supplier. 9. RELATED SERVICES 9.1. Whenever Supplier furnishes personnel for installation supervision, startup, testing, inspection, or related services (the Work),the following provisions shall apply, in addition to other applicable provisions of this order including compensation: 9.1.1. Representation by Supplier: Supplier represents that Supplier, its agents, and employees, are qualified and competent to perform the Work and that all tools and equipment furnished by Supplier in its performance of the Work are, and shall be, kept in good working order. 9.1.2. Supplier's Responsibility: Supplier asserts that the Work shall be performed in accordance with accepted standards and shall conform to the requirements of this Contract. Any Work not so performed or not in conformity herewith shall be corrected by Supplier where Supplier is notified of such non-conformance within six months after completion of performance thereof. If such deficiencies are not promptly corrected, Supplier shall pay the cost of repair for such defective services. These are the exclusive remedies for breach of warranty,provided,however, that if Supplier fails to so remedy such non-conformity, Owner may cause the same to be corrected for the account of Supplier. The warranties set forth above are in lieu of any implied, including an implied warranty of merchantability, an implied warranty of fitness for a particular purpose. 9.1.3. Supplier's Responsibility: Supplier is responsible for the safety of its employees, agents, and representatives performing the Work. 9.1.4. Completion and Acceptance: When Supplier deems the Work completed, Supplier shall give Owner notice thereof in writing. Within 15 days time after receipt of such notice, Owner will determine if the Work has been completed to its satisfaction; if so, Owner will advise Supplier, in writing, of its final acceptance thereof; if not, Owner will notify Supplier of its lack or failure of performance and Supplier will take remedial action until the Work has been satisfactorily completed and accepted. 10. DELIVERY MILESTONES 10.1. Delivery milestones below are established and are herein incorporated into the Contract between the Owner and Supplier. ATTACHMENT 1 - GENERAL CONDITIONS MKE/477741 PAGE-4 FEBRUARY 3, 2014 CITY OF OSHKOSH WATER FILTRATION PLANT PLC UPGRADE Milestone Milestone Days Submit PLC software and CPU technical product literature shop drawing 30 days from Notice to Proceed PLC Group 1 (PLC A,PLC Cl,PLC H) 30 days from approved shop drawing PLC Group 2(PLC F,PLC C2,PLC D,PLC D l) 60 days from approved shop drawing PLC Group 3 (PLC B,PLC El,PLC D2,PLC D3) 90 days from approved shop drawing PLC Group 4(PLC B 1,PLC G 1,PLC E2) 120 days from approved shop drawing Final retainage Completion of project and final documentation provided 10.2. Supplier is subject to liquidated damages, as defined below, if milestone dates are not met. 10.3. Liquidated Damages: 10.3.1. Supplier and Owner recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not completed within the times specified above. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding from the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Supplier agree that as liquidated damages for delay(but not as a penalty) Supplier shall pay Owner: Five Hundred Dollars ($ 500.00 ) for each day that expires after the milestone times specified herein up to an amount not to exceed 5% of the purchase price set forth herein. 10.4. Supplier shall not be responsible for delays resulting from occurrences beyond its control which it could not have reasonably anticipated and provided for. In such event, Supplier shall give Owner written notice within 5 days of such occurrence. Owner shall determine an equitable extension of time for delivery. Supplier's failure to notify Owner of such delay shall constitute a waiver of Supplier's right to a time extension. There shall be no price adjustment by virtue of any such time extension. 10.5. Supplier shall not be responsible for delays resulting from work required for tasks beyond the scope of contract. MKE/477741 ATTACHMENT 1 -GENERAL CONDITIONS FEBRUARY 3, 2014 PAGE- 5 CITY OF OSHKOSH WATER FILTRATION PLANT PLC UPGRADE 11. SUSPENSION OF WORK 11.1. Owner reserves the right to suspend and reinstate execution of the whole or any part of the Work without invalidating the provisions of the Contract. Orders for suspension or reinstatement of the Work will be issued by Owner to Supplier in writing. The time for completion of the Work will be extended for a period equal to the time lost by reason of the suspension. Any suspensions of work extending beyond 6 months in the aggregate shall require the approval Supplier or the Agreement will be considered terminated for convenience under Article X. 12. PAYMENT 12.1. Supplier shall invoice Owner on a complete and accurate Owner supplied payment request form in the percent complete amounts as described below. Owner will make payment within 30 days of Engineer's approval of the Supplier's payment request: 12.1.1. Ten(10)percent of the Contract amount will be paid by Owner after the complete PLC software and CPU technical product literature submittal and the final delivery schedule are approved by Engineer. 12.1.2. Twenty(20)percent after the completion of Group 1 PLCs 12.1.3. Twenty(20)percent after the completion of Group 2 PLCs 12.1.4. Twenty(20)percent after the completion of Group 3 PLCs 12.1.5. Twenty five (25)percent after the completion of Group 4 PLCs 12.1.6. Five (5)percent after final acceptance of the Work. 12.1.7. Acceptance by Supplier of the final payment shall be a release to Owner from all claims and liability hereunder for anything done or furnished in connection with the Work, or for any act or neglect of Owner or of any person relating to or affecting the Work. 13. LAWS AND REGULATIONS 13.1. All applicable State of Wisconsin and federal laws, ordinances, licenses and regulations of a governmental body having jurisdiction shall apply to the award throughout as the case may be, and are incorporated here by reference. The courts of the State of Wisconsin shall be the venue for resolution of disputes. END OF SECTION ATTACHMENT 1 - GENERAL CONDITIONS MKE/477741 PAGE - 6 FEBRUARY 3, 2014 CITY OF OSHKOSH RECEIVED WATER FILTRATION PLANT UPGRADE MAY 14 2014 PART 3 DEPT. OF PUBLIC WORKS GENERAL REQUIREMENTS OSHKOSH, WISCONSIN PART 1 GENERAL 1.01 SUBMITTALS -PROCEDURES A. Direct submittals to Engineer at the following address: 1. CH2M HILL Attn: Sharon Laurent 135 S. 84th Street, Suite 400 Milwaukee, WI 53214 E-mail: Sharon.Laurent @ch2m.com. B. Number of Copies: 1. Shop Drawings: a. 2 copies, or b. 1 copy and electronic submittal. 2. Informational Submittals: a. 2 copies, or b. 1 copy and electronic submittal. C. Electronic Submittals: Submittals may be made in electronic format. 1. Each submittal shall be an electronic file in Adobe Acrobat Portable Document Format(PDF). Use the latest version available at time of execution of the Agreement. 2. Electronic files that contain more than 10 pages in PDF format shall contain internal bookmarking from an index page to major sections of the document. 3. PDF files shall be set to open`Bookmarks and Page"view. 4. PDF files shall be set up to print legibly at 8.5-inch by 11-inch or 11-inch by 17-inch.No other paper sizes will be accepted. 5. Submit new electronic files for each resubmittal. 6. Include a copy of the Transmittal of Submittal form with each electronic file. D. Processing Time: 1. Time for review shall commence on Engineer's receipt of submittal. 2. Engineer will transmit response to Supplier not later than 15 days after receipt. 3. Resubmittals will be subject to same review time. MKE/477741 ATTACHMENT 2 - GENERAL REQUIREMENTS FEBRUARY 3, 2014 PAGE - 1 CITY OF OSHKOSH WATER FILTRATION PLANT PLC UPGRADE 4. No adjustment of Contract Times or Price will be allowed as a result of delays in progress of Work caused by rejection and subsequent resubmittals. If more than two submittals are required due to the Supplier not addressing Engineer's comments, supplier shall reimburse Owner for the additional Engineer's review time at a rate of$150/hour. E. Resubmittals: Clearly identify each correction or change made. F. Submittal Dispositions: Engineer will review, comment, stamp, and distribute as noted: 1. Approved: Supplier may incorporate product(s) or implement Work covered by submittal. 2. Approved as Noted: Supplier may incorporate product(s) or implement Work covered by submittal, in accordance with Engineer's notations. 3. Partial Approval,Resubmit as Noted: a. Make corrections or obtain missing portions, and resubmit. b. Except for portions indicated, Supplier may begin to incorporate product(s) or implement Work covered by submittal, in accordance with Engineer's notations. 4. Revise and Resubmit: Supplier may not incorporate product(s)or implement Work covered by submittal. 1.02 SUBMITTALS - GENERAL A. Complete Supplier's specifications, including material description. B. Recommended spare parts and spare parts cost information. C. List of special tools/instruments furnished with the equipment. D. List of materials and supplies furnished with the equipment. E. Recommended handling, storage and protection instructions. 1.03 SHOP DRAWINGS A. Supplier shall submit such shop drawings and/or catalog cuts required for installation of the PLC hardware and software. These drawings shall be accurate in every detail, and shall contain all information necessary to relate the equipment to the Supplier's Scope of Services. B. No work shall be performed in connection with the fabrication or manufacture of materials and equipment, nor shall any accessory or appurtenance be purchased until the shop drawings and data have been reviewed and returned ATTACHMENT 2 - GENERAL REQUIREMENTS MKE/477741 PAGE- 2 FEBRUARY 3, 2014 CITY OF OSHKOSH WATER FILTRATION PLANT UPGRADE to Supplier as being approved or otherwise accepted, except at Supplier's own risk and responsibility. C. Should Supplier propose any item on his shop drawings, or incorporate an item into the work, and that item should subsequently prove to be defective or otherwise unsatisfactory, (regardless of Engineer's review), Supplier shall, at his own expense, replace the item with another item that will perform satisfactorily. 1.04 INFORMATIONAL SUBMITTALS A. Certificates: 1. Certificates of Successful Testing or Inspection. 2. Manufacturer's Certificate of Compliance. 3. Manufacturer's Certificate of Proper Installation. B. Testing Reports for New Hardware and Software: 1. Hardware Factory Testing: a. Identification of product, type of inspection or test with referenced standard or code. b. Date of test, Project title and number, and name and signature of authorized person. c. Test results. d. If test or inspection deems material or equipment not in compliance with standard or code, identify needed corrective action. 2. Hardware and Software Field Performance Testing: a. As a minimum, include the following: 1) Project title and number. 2) Date of test. 3) Identification of product. 4) Type of test or inspection. 5) If test deems hardware and/or software is not performing for operating conditions, identify corrective action necessary and document problem correction. 6) Provide complete performance testing documentation, including but not limited to completion of system startup of each group of PLCs as described in Supplier's Scope of Services. MKE/477741 ATTACHMENT 2 - GENERAL REQUIREMENTS FEBRUARY 3, 2014 PAGE- 1 CITY OF OSHKOSH WATER FILTRATION PLANT PLC UPGRADE C. Software Training Documentation: At a minimum,provide copies of printed Unity Pro materials used for software training defined in Supplier's Scope of Services. 1.05 SUPPLIER'S SERVICES A. Modifications shall be made to the existing fourteen PLCs as described in Supplier's Scope of Services. 1.06 SUPPLIER'S SERVICES DURING INSTALLATION A. Initial equipment and system adjustment and calibrations shall be performed in the presence of, and with the assistance of,the Supplier's representative. The above-mentioned Supplier's certification shall include the statement that proper adjustments have been made, and that the equipment or system is ready for plant startup and operation. B. Where plant startup services are called for in the Specifications, or when technical assistance is necessary due to any malfunction of the system furnished,the Supplier's representative shall furnish such services. These services shall continue until such times as the applicable system has been successfully performance tested and has been accepted by Owner for full-time operation and beneficial use. C. Where training is called for in the Specifications, the Supplier's representative shall furnish detailed instructions to Owner's personnel for operation of the specified equipment. These training services shall include pre-startup classroom and onsite equipment instruction and/or post-startup classroom and onsite equipment instruction, as stated in the Specifications. PART 2 PRODUCTS (NOT USED) PART 3 EXECUTION 3.01 PREPARATION FOR SHIPMENT A. Insofar as is practical, new hardware shall be factory assembled. Separate parts and assemblies required by necessity shall be match-marked in a manner to facilitate field assembly. END OF SECTION ATTACHMENT 2 - GENERAL REQUIREMENTS MKE/477741 PAGE -4 FEBRUARY 3, 2014 IVE MAY 14 2014 DEPT. OF PUBLIC WORKS August 19, 2013 OSHKOSH, WISCONSIN To:City of Oshkosh Mr.Stephan M.Brand,Superintendant of Utilities Mr.Brad Rokus,Water Filtration Plant Superintendent Re: Oshkosh Water PLC Program Conversion ISS Proposal Number:29119198-02 Dear Sirs: This proposal is the outcome of several discussions with members in your group and internally within Schneider Electric to determine the best course of action for upgrading the installed base of Modicon Quantum PLCs from various versions of older Concept programming software to our most current Unity Pro programming software. Thank you for considering Schneider Electric to assist you in upgrading the PLC software programs for The City of Oshkosh Public Works in Oshkosh,WI. Section I-Technical Description Section II-Price and Terms SECTION I-TECHNICAL DESCRIPTION Project Description The existing Concept PLC programs are to be upgraded to the Unity Pro software platform. Schneider Electric will import the Ladder Logic program into the Unity Pro software platform and manually implement logic for functions that will not import to enable the program to "Build"in a Unity CPU. Scope of Services to be provided by Schneider Electric: 1. General The City of Oshkosh Public Works in Oshkosh,WI shall heretofore be referred to as Customer. Schneider_Electric_Proposal 081913.docx 1 2. Qualifications and Assumptions • The following proposal and quotation is based on information provided to ISS by the Customer. Any work in addition to that described in the Scope of Services or any modifications to this proposal,will require approval by ISS and be accompanied by a revised Purchase Order or new Purchase Order for the additional hardware or services required. • PLC programs provided by Customer: 1. PLC_A.asc 2. PLC_B1.asc 3. PLC_B.asc 4. PLC_C1.asc 5. PLC_C2.asc 6. PLC_D.asc 7. PLC_D1.asc 8. PLC_D2.asc 9. PLC_D3.asc 10. PLC_E.asc 11. PLC_E2.asc 12. PLC_F.asc 13. PLC_G.asc 14. PLC_H.asc • PLC Programs PLC_D.asc, PLC_D1.asc, PLC_D2.asc and PLC_D3.asc must be provided to ISS in a state where the exported files are"EQUAL" matches between source files and the code residing in the current properly executing processors. • ISS cannot guarantee that the upgrade will work properly without the program files we receive being 'EQUAL'to the program currently executing the running process. • Prior to Concept v2.6 it was not possible to download the source program.Therefore it is not possible to determine if the program on a PC and a program in the PLC are the same unless they are 'EQUAL'. Information from the customer indicates that the version of Concept running in the CPUs for Dx and the source files are Concept v2.1 B2.1 and would not allow for downloading the source code to the CPUs. Thus there are no source files to upload. The customer must make sure the source files and the processes running are the same with an 'EQUAL' match. • Should the customer desire, ISS can provide a'loaner' CPU. The customer can then load the existing source code into the 'loaner' CPU, swap it out for the existing running CPU in 'D'and see if the process runs properly. This trial period should last for some time(until the plant feels it is running correctly—not just a few minutes)before proceeding with the same type strategy for D1, D2 and D3. • ISS can provide a Service Technician to be on site for the swap out and testing of the 'loaner'CPU in which the customer loaded the existing source file. This would be in a consultative role and the plant would be expected to do the work with the technician providing support and instruction to the plant personnel working on this stage of the project. This service would be provided for a fee according to the Service Pricing Guidelines in section II, 3. Schneider_Electric_Proposal 081913.docx 2 • Additions or modifications to HMI, SCADA, or similar systems are not included. • ISS is not responsible for the design or operation of the Ethernet network. • Programs will be provided in the most recent released version of the software. • Standard Work Schedule for on-site work: • Monday through Friday(not including holidays) • 10-hour workdays (8:00 am to 6:00 P.M) • Alternate scheduling arrangements will need to be discussed with ISS and may result in additional cost. 3. Program Modifications • The existing Concept PLC Ladder Logic Program will be imported to the Unity Quantum/IEC Ladder Logic format. • The Customer will provide ISS with an electronic copy of the current operational version of the PLC program. • Any changes or modifications made subsequent to delivery to ISS must be communicated to ISS immediately or the changes will not be a part of the conversion. • The initial conversion process will take place at an ISS facility. • ISS Services will import the program, and manually program logic that will not import to enable the program to load in a CPU. • ISS will modify the I/O map. • ISS is not responsible for programming mistakes in the original ladder logic. Time required for debug and corrections shall be added to the Customer's cost based on Labor and Expense terms listed below. • ISS is not responsible for converting custom loadables unless first identified to be used in program by the customer. If loadables are to be converted, customer must furnish the source code for review. • ISS Services will deliver the revised program file in electronic format in the most recent released version of the software. • On-site start-up and de-bug of the converted program is required. • ISS will provide on-site start-up and de-bug of the new program (See sections"Load Program and Start-up System"and"De-bug PLC System"below). Schneider Electric_Proposal 081913.docx 3 4. Load Program and Start-up System(Startup Option) ISS shall perform the following tasks for system Start-up • Procedures • Remove all Lock Out/Tag Out measures put in place. • Apply control power to all racks in the PLC system. • Verify proper operation of all racks in the PLC system. • Upload the new program into the CPU. • Set the CPU to RUN. • Verify that all Remote I/O Drops are communicating properly with the CPU. • Correct any errors. • Verify that all other communications systems are operating properly. 5. On-Site Start up(4 trips included in base price) The ISS on site Representative will maintain communications with the Customer to verify proper operation throughout the system Start-up(and de-bug). • Customer starts the process. Customer shall be responsible for all system process control. • If errors are noted,the Customer will troubleshoot the field devices and correct the problem if the cause is in the field. • Customer shall be responsible for all field devices and their operation. • Time required for debug and correction of field devices shall be added to the customer's cost based on Service Pricing Guidelines listed below. • If the problem is identified as being in the PLC, ISS will identify the cause (either an I/O module or within the program)and correct the problem. • If no errors are noted, ISS will verify with the Customer that the system is operating properly. • At this time the Customer's representative will be asked to sign the completion documents. • Additional time required to complete start-up due to customer delay shall be billed based on Labor and Expense terms listed below. • ISS will remove all tools and equipment from the work area. Schneider_Electric_Proposal 081913.docx 4 6. Hardware Upgrade ISS proposes to upgrade each of the CPUs to a new Quantum 140CPU65150 processer which has an integrated Ethernet 10BASE-T/100BASE-TX port, eliminating the need for a 140N0E77101 module. The new hardware is offered as a trade if for the existing CPUs. This proposal assumes the following hardware is presently installed. It will be required for the customer to supply to ISS the existing CPUs. PLC Name Location CPU model# NOE model# PLC_A High Service Pumps CPU 213 04 NOE 211 00 PLC_B Floc&Sed CPU 213 04 NOE 211 00 PLC B1 Chlorine CPU 213 04 NOE 211 00 PLC C1 Filter 1 &2 CPU 213 04 NOE 211 00 PLC C2 Filter 3&4 CPU 213 04 NOE 251 00 PLC_D Ozone Generator CPU 434 12 NOE 211 00 PLC_D1 Power Supply 1 for Ozone CPU 113 02S none PLC_D2 Power Supply 2 for Ozone CPU 113 02S none PLC_D3 Power Supply 3 for Ozone CPU 113 02S none PLC E1 Carbon Filter 1 &2 CPU 213 04 NOE 211 00 PLC E2 Carbon Filter 3&4 CPU 213 04 NOE 211 00 PLC_F High Service Pumps 6&7 CPU 434 12A NOE 771 01 PLC_G Generators CPU 113 02 NOE 251 00 PLC_H Tap Water(Fanroom) CPU 434 12A NOE 771 01 7. Documentation • ISS shall provide electronic file documentation of the PLC programs. • Programs will be provided in the most recent released version of the software unless arrangements are made prior to the start of the project. • CAD drawings are not included in this proposal. Schneider Electric_Proposal 081913.docx 5 8. Deliverables • PLC Deliverables The following is an estimated delivery schedule. The actual delivery schedule will be provided within 10 days of a receipt of purchase order. • Engineering Review& Final 2 weeks after receipt of order. Delivery Schedule • Program modifications/ 1 week after engineering review and conversion receipt of Customer's required submittals. • PLC Hardware delivery To be determined during Engineering Review. Typical delivery of standard products is 3 weeks after Engineering Review. • On-site start up Grouping per trip: PLC A, PLC Cl, PLC H PLC F, PLC C2, PLC D, PLC D1 PLC B, PLC E1, PLC D2, PLC D3 PLC Bl, PLC G1, PLC E2 • Unity Pro XL Software Upgrade Upgrade package to Unity Pro Extra Large Group of three(3)users. • Unity Pro Training Three days of Unity Pro training for up to five (5)people. Training should take place before the first system startup to allow familiarity with the Unity Pro programming software platform. : Schneider_Electric_Proposal 081913.docx 6 9. Customer Responsibility • The customer is responsible for ensuring that the source files for PLCs D, D1, D2 and D3 and the processes running are the same with an `EQUAL' match. • The customer shall supply the existing CPUs as a trade in for the new 140CPU65150 CPUs. • Provide a responsible individual to coordinate scheduling and maintain communication with ISS throughout the life of the project. • Provide a knowledgeable person from the Maintenance or Engineering department to answer questions regarding the control system and to provide site- specific information to ISS personnel.This person is to be available by telephone during the off-site engineering and to be present during the on-site equipment installation. • Provide a qualified technician during the on-site equipment installation to verify and switch all electrical power. • Prior to start of on-site work,familiarize ISS personnel with your safety practices and the regulations in effect at your facility. ISS shall be under no obligation to commence work unless safety practices are acceptable. Provide access to a near-by telephone,with the ability to call outside the facility. Provide telephone numbers for both internal and external Emergency Services. • Provide temporary storage and work space for use by ISS personnel during the on-site equipment installation. • Provide free and continuous access to the equipment rooms containing the systems to be upgraded throughout the on-site equipment installation. • Supply, operate and maintain all standard building services, such as electric power, lighting, water, air conditioning and access to sanitary facilities throughout the duration of this project. ISS will need a suitable source of 120 volts AC power and lighting for our use during the installation. Backup and auxiliary sources for these systems are not included in this proposal. • Provide for the disposal of any waste that may be generated during the on-site work. • Coordinate all power outages and absorb any related costs. • Participation in status meetings(if required). • Process and instrumentation including the tuning of PID controls. • Timely approvals of project specifications and protocols. • Electrical installation and calibration of field instruments. • Timely notification of changes to process designs. • Any and all permits. • Labor and expense cost overruns due to delay by others. Schneider_Electric_Proposal 081913.docx 7 SECTION II: PRICE AND TERMS 1. Price and Payment Schneider Electric quotation for the above work is as follows. - Program Conversion and Hardware—Conversion from Concept to Unity Pro - 4 trips as outline in Deliverables - Upgrade package to Unity Pro Extra Large Group of three(3)users - Unity Pro Training (On Site at Water Filtration Plant) Price: $174,000.00 On-site Start up—additional trips required after 4 trips Price: $4000.00 2. Progress Payments(Milestones): Milestone 1 (10%) Approved submittal—hardware and software documentation 2 (20%) Group(Trip) 1 PLCs,A, Cl and H 3 (20%) Group(Trip)2 PLCs, F, C2, D and D1 4 (20%) Group(Trip) 3 PLCs B, El, D2 and D3 5 (25%) Group(Trip) 4 PLCs 61, G and E2 6 (5%) Final retainage Note: Groups can be changed at customer request a. Standard Terms and Conditions: • This quotation does not include any state,federal, or local taxes. • If tax exempt, exempt certificate must accompany purchase order • This quotation is valid for acceptance for-30-days from date of issue. • Shipment is made F.O.B.factory,freight prepaid and added to the destination. • Payment schedule is net 30 days • Quoted price reflects work done during straight time working hours unless otherwise noted. • Project on-site time is estimated and does not include wait time. Wait time will be charged at the attached rate sheet. • The work described in this proposal will be performed in accordance with the Service Pricing Guidelines listed below b. Cancellation charges: • Schneider Electric reserves the right to apply cancellation charges for cancelled services, including time and expenses incurred at the applicable rates for the scheduled service. • Cancellation charges shall include time and expenses incurred at applicable rates, charges incurred from third parties as a result of such termination, and equipment re-stocking charges equal to Schneider Electric usual and customary restocking charges to its distributors. • A$600 Minimum charge will apply to any services cancelled within 48 hours of the date service was scheduled to commence. Schneider_Electric_Proposal 081913.docx 8 3. Proposal Acceptance a. Purchase Order to: Judy K. Grelle Square D Company One High St. North Andover, MA 01845 Ph. 978-975-9306 Fax 978-975-2821 Reference ISS Proposal Number from cover page b. Services should be scheduled at least 10 working days in advance (15 days for holidays), and cancelled at least two working days in advance of scheduled start of service 4. Service Pricing Guidelines Labor rates, materials, and third party involvement will be calculated per the rates and rules stated below. a. Labor Rates Rate Structure Field Service Technician $150.00 $225.00 $300.00 Sr. Field Service Technician $175.00 $262.50 $350.00 Field Application Engineer $175.00 $262.50 $350.00 Staff Application Engineer $200.00 $300.00 $400.00 Systems Engineer $250.00 $375.00 $500.00 Project Manager $200.00 $300.00 $400.00 b. Rate Definition • Schneider Electric reserves the right to blend third party labor where possible/practical to augment Service personnel to support project schedules and deadlines. • Hourly Rates:Apply to work time, travel time, and any stand-by time. Travel time is calculated "port to port", starting at the departure from the Field Service Representative's office to the customer's site with a 4 hour minimum travel charge each way. All travel is charged at Straight time rates. • Straight Time Rates:Any 8-hour period between the hours of 6:00 AM and 6:00 PM local time. Monday-Friday. • Overtime Rates:Work,travel and/or stand-by rates in excess of 8 hours but not exceeding 12 hours outside the normal (straight time) working hours(holidays excluded). Schneider Electric_Proposal 081913.docx 9 • Premium Rates:Work,travel, and/or stand-by on Sundays and holidays and all time in excess of 12 hours on other days until there is an 8-hour break in the work schedule. • Emergency Rates: (1 1/2 X)any applicable rate.Applies to all unscheduled work or work done under unusual circumstances causing Schneider Electric to interrupt their existing schedules. (Unscheduled work is work not previously scheduled at least three(3)working days prior to the date required for work to commence unless agreed to in writing.) c. Expenses • Travel:All travel and living expenses will be invoiced at cost plus 15%, except for airfare which will be subject to a 15%admin charge to a maximum of$75.00. • Specialized Tools and Test Equipment: Small tools not normally required or carried by Schneider Electric Solutions&Services will be invoiced at cost. Specialized test equipment will be invoiced at current rental rates when required. • Material Mark-Up: Out-source material will give a mark-up of 15%for scheduled work and 25%for unscheduled work. (Work that is not scheduled within 3 working days prior to day service is required, unless agreed to previously in writing) d. Notes • Rates are for US locations only located within the continental 48 states and are in US Dollars • There is a$600 minimum charge for all orders • Minimum billing for equipment supplied on a single order will be $100.00 or such larger amount required by any affected third party vendor. • All rates and calculations are per service individual. Schneider Electric_Proposal 081913.docx 10 Schneider Electric USA, Inc. Conditions of Sale Coordinated Projects NOTE:The following Conditions of Sale are subject to change.All transactions for all products sold by Schneider Electric USA,Inc.are subject to the latest published Conditions of Sale of Schneider Electric USA,Inc.and to any Special Conditions of Sale which may be contained in applicable Schneider Electric USA,Inc.quotations and acknowledgments. Schneider Electric USA,Inc.Standard Conditions of Sale will apply in all transactions between customers and Schneider Electric USA,Inc.,unless Schneider Electric USA,Inc.elects to use the Standard Coordinated Project Conditions of Sale. The Coordinated Project Conditions of Sale will be used on appropriate project jobs only. GOVERNING PROVISIONS AND ACCEPTANCE:All quotations are subject to these conditions of sale.Acceptance of an order by Schneider Electric USA,Inc.shall be expressly conditioned on Purchaser's assent to these conditions. Purchaser's direction to proceed with engineering,manufacture or shipment by Schneider Electric USA,Inc.shall be deemed evidence of this assent.No modified or other conditions will be applicable unless those conditions are so stated in Schneider Electric USA,Inc.'s proposal or are specifically agreed to in writing and signed by an authorized official of Schneider Electric USA,Inc.Failure to object to provisions contained in any Purchase Order or other communication from the Purchaser(including,without limitation,penalty clauses of any kind)shall not be construed as a waiver of these Conditions nor an acceptance of any other provisions.These terms are a complete statement of the parties'agreement and may only be modified in writing signed by both parties.These terms may not be modified by course of dealing,course of performance or usage of trade.These terms supersede all previous written or oral quotations,statements or agreements.Any contract for sale by and between the parties shall be governed by and construed according to the laws of the State of Illinois without regard to its rules on the conflict of laws.The Convention on the International Sale of Goods is expressly excluded. QUOTATIONS:Quotations shall be valid for no more than thirty(30)days from their date,unless otherwise stated in the quotation.All quotations are subject to change by Schneider Electric USA,Inc.at any time upon notice to Purchaser. Quotations are made based on Schneider Electric USA,Inc.'s interpretation of the plans and specifications submitted to Schneider Electric USA,Inc.by the Purchaser.It is Purchaser's obligation to review the quotation carefully and to immediately advise Schneider Electric USA,Inc.of any differing interpretation Purchaser has so any necessary change can be made. ORDER ENTRY:A complete,signed purchase order must be received before entry of an order into Schneider Electric USA,Inc.'s system.Considerable detail is involved in the manufacture of power equipment.To facilitate timely shipment, complete details and information,including Purchaser's requested on-site dates must be provided at the time of order entry.Shipment dates are approximate and are based upon timely receipt of all necessary information from the Purchaser.Lack of complete information may result in delays of drawings or manufacture.Such delays shall relieve Schneider Electric USA,Inc.from compliance with the quoted delivery dates and may lead to price escalation.Failure to provide a complete signed purchase order within twenty(20)days of notification of award may result in renegotiation of price or shipment dates. APPROVAL DRAWINGS:When required by a specific Purchase Order,drawings will be submitted for approval per agreed upon schedules to assure Schneider Electric USA,Inc.has designed the equipment as described in Purchaser's specifications,as modified by Schneider Electric USA,Inc.'s quotation.If at time of drawing approval Schneider Electric USA,Inc.has not designed the equipment to meet the specifications,as modified by Schneider Electric USA,Inc.'s quotation,Schneider Electric USA,Inc.will make the appropriate changes at no charge to Purchaser.Where the Purchaser's specification is not definitive,Schneider Electric USA,Inc.shall have the right to design the product in line with good commercial practice,without further obligation to Purchaser.If at drawing approval,Purchaser makes changes outside the design as stated in the specifications,such changes shall be treated as a change order as provided below. PRICE POLICY:Quoted prices are firm provided:A)The order is received with complete engineering details and is released for manufacture within thirty(30)calendar days from the originally anticipated release date.B)All required approval drawings are returned and equipment released by Purchaser no later than thirty(30)calendar days from the original date of mailing of approval drawings by Schneider Electric USA,Inc.The returned drawings must be released for manufacture for shipment on the agreed date.Drawing re-submittals which are required for any reason other than to correct Schneider Electric USA,Inc.errors will not extend the thirty(30)day deadline.If the Purchaser causes delay of shipment in any way or returns approval drawings beyond the time stated above,Purchaser may be subject to charges which shall not exceed 1%of the purchase order price for each full month or fraction thereof that shipment is delayed,as compensation to Schneider Electric USA,Inc.for expenses created by such delay and not as a penalty.If shipment is delayed through the fault of Purchaser for more than 12 months from the originally anticipated release date,the price must be renegotiated. PRICING—PURCHASER CHANGES:All prices cover a bill of material as described in Schneider Electric USA,Inc. specifications or quotations to be designed and manufactured to Schneider Electric USA,Inc.standard designs,unless Schneider_Electric_Proposal 081913.docx 11 otherwise agreed in writing between the parties.Purchaser may make minor changes not affecting the time or cost of performance without charge prior to the start of manufacture.If any changes are requested by the Purchaser after submission of the original Purchase Order which affect the cost or time of performance,additional billing will be made with the amount of price added dependent on the change and status of the order when the change is made.Changes may also result in an extension of time for shipment.All changes will be agreed to by the parties,in writing,prior to implementation.Purchaser's rescheduling shipment will be considered a change.All expenses incurred by Schneider Electric USA,Inc.in connection with the storage of equipment,including demurrage,packing,storage charges,insurance and handling charges by Schneider Electric USA,Inc.will be paid by the Purchaser upon submission of invoices by Schneider Electric USA,Inc.Schneider Electric USA,Inc.will issue price changes for any change requested by the Purchaser that affects modification of equipment,changes the bills of material,engineering or drawings or delivery schedule as follows:A)If Purchaser makes a change to an order prior to being released to engineering,the net price will be adjusted by re-pricing the equipment with prices in effect at the time of the change.A commensurate delay in the shipping date will be based on the changes involved.B)For changes made after the order is released to engineering,the net price and ship date will be adjusted as described in paragraph A above.An additional charge based on Schneider Electric USA,Inc.standard engineering billing charges and cost of parts($250 minimum)will be made to cover any extra engineering and drafting,scrap or rework of parts,or cost of modification.C)If during the drawing approval process,the Purchaser makes changes outside the design covered by the specifications,Schneider Electric USA,Inc.will be reimbursed as described in paragraph A and B above,plus any additional charges for any extra cost incurred as a direct result of the changes and allowed a commensurate delay in shipping date based on the changes involved.Changes to the order can not be processed until a formal change order is received from the Purchaser. SUBSTITUTION:Schneider Electric USA,Inc.may furnish suitable substitutes for material unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers,provided such substitutions do not adversely affect the technical soundness of the equipment.Schneider Electric USA,Inc. assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the product. TAXES:Any manufacturer's tax,retailer's tax,occupation tax,use tax,sales tax,excise tax,(except federal excise tax on vehicles),duty,customs,inspecting or testing fee,or other tax,fee or charge of any nature whatsoever,imposed by any governmental authority or measured by any transaction between Schneider Electric USA,Inc.and Purchaser,shall be paid by the Purchaser in addition to the prices quoted or invoiced,and such charges will appear as a separate line item on the invoice.In the event Schneider Electric USA,Inc.will be required to pay any such tax,fee,or charge,Purchaser shall reimburse Schneider Electric USA,Inc.or,in lieu of such payment,Purchaser shall supply Schneider Electric USA,Inc.at the time the order is submitted with an exemption certificate or other document acceptable to the tax authority.Purchase Orders must state the existence and amount of any such tax,fee or charge for which Purchaser claims an exemption. TERMS OF PAYMENT:Acceptance of all Purchase Orders is subject to Purchaser meeting Schneider Electric USA,Inc. credit standards.Terms are subject to change for failure to meet such standards.Terms are net thirty(30)days from date of invoice of each shipment,unless otherwise stated in Schneider Electric USA,Inc.'s quotation.For an authorized distributor or authorized reseller order,applicable terms of payment are stated in the quotation or applicable discount schedule.Schneider Electric USA,Inc.reserves the right at any time to demand full or partial payment before proceeding with a contract of sale if,in its sole judgment,as a result of changes in the financial condition of the Purchaser the terms of payment originally specified are no longer justified. PAYMENTS:If delivery is delayed or deferred by the Purchaser beyond the scheduled date,payment shall be due in full when Schneider Electric USA,Inc.is prepared to ship.The equipment may be stored at the risk and expense of the Purchaser.If the Purchaser defaults when any payment is due,then the whole contract price shall become due and payable upon demand,or Schneider Electric USA,Inc.at its option,without prejudice to other lawful remedies,may defer delivery or cancel the contract for sale.If Purchaser becomes insolvent,or bankrupt or in the event any proceeding is brought against the Purchaser,voluntarily or involuntarily under the bankruptcy or any insolvency law,Schneider Electric USA,Inc.may cancel any order outstanding at any time and recover its applicable cancellation charges from the Purchaser or the Purchaser's estate. DELIVERY: F.O.B.POINT OF SHIPMENT:When the Schneider Electric USA,Inc.quotation is based on delivery F.O.B.point of shipment,freight prepaid and allowed for delivery within the continental United States,product is sold F.O.B.point of shipment,freight prepaid and allowed for order over$2000 net.Delivery by Schneider Electric USA,Inc.to the point of shipment constitutes delivery to the Purchaser;and title and all risk of loss or damage in transit shall pass to the Purchaser at time of delivery at the F.O.B.point.Schneider Electric USA,Inc.is not responsible for breakage after having received in good order"receipts from the carrier.Purchaser is responsible for pursuing any damage claims with the carrier.For order under$2000 net,the above terms apply except freight is prepaid and not allowed.No allowance will be made in lieu of transportation if the Purchaser accepts shipment at factory,warehouse or freight station or otherwise supplies its own transportation.Freight prepaid is defined as:A)Shipments to destinations within the continental United States to the accessible common carrier point nearest the first destination.B)Shipments to U.S.destinations outside the continental United States shall be to the common carrier free delivery point in the United States nearest the original port of embarkation.All charges associated with F.A.S.,C.I.F.,or other charges such as pier transfer,lift,ocean freight,and Schneider Electric_Proposal 081913.docx 12 marine or war insurance shall be paid by the Purchaser,unless otherwise specifically agreed in a specific Purchase Order.In no event will Schneider Electric USA,Inc.be responsible for demurrage or detention charges. DELIVERY:F.O.B.DESTINATION:When the Schneider Electric USA,Inc.quotation is based on delivery F.O.B. Destination,for shipments for delivery within the continental United States,Schneider Electric USA,Inc.will retain title and all risk of loss or damage in transit to the common carrier free delivery point in the United States nearest the first destination for a price addition of 2%of the net price.If the Purchaser elects this option,Purchaser's obligations shall be as follows:A)Purchaser shall have the responsibility of inspecting the equipment for apparent loss or damage immediately upon its arrival at the free delivery point.B)In the event of apparent shipping loss or damage,Purchaser shall make written notation of the loss on the carrier's delivery receipt and,within 72 hours of delivery shall notify the Schneider Electric USA,Inc.Customer Information Center.Purchaser shall not remove product from the point of examination and shall retain the shipping container and packing material.Purchaser shall request the carrier to make an inspection and send Schneider Electric USA,Inc.a copy of the carrier's inspection report.C)In the event of concealed damage which occurred during transit and is discovered by the Purchaser after delivery,Purchaser shall report such damage immediately,but in no event later than 15 days after delivery,to the delivering carrier,and within 72 hours of discovery,shall notify the local Schneider Electric USA,Inc.field office.If such notification is not made,Schneider Electric USA,Inc.shall not be liable for loss or damage in transit. SHIPMENT AND ROUTING:Schneider Electric USA,Inc.shall select the point of origin of shipment,the method of transportation and the routing of the shipment.Purchasers that request expedited or special modes of transportation or routing involving air,premium or any other non-standard Schneider Electric USA,Inc.shipping shall be assessed additional charges for shipping,handling,freight and expediting.Any rebates,allowances,discounts or incentives received by Schneider Electric USA,Inc.from its carriers shall be retained by Schneider Electric USA,Inc.All prices include domestic packaging only.When other than domestic packaging is required,contact your local Schneider Electric USA,Inc.field office.Purchaser specified packaging and marking may be subject to additional charges. SHORTAGES:Claims for shortages or errors must be submitted in writing to Schneider Electric USA,Inc.within 30 days after invoice date,and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Purchaser. INSTALLMENTS:Schneider Electric USA,Inc.reserves the right to make shipments in installments,unless otherwise expressly stipulated in a specific Purchase Order;and all such installments when separately invoiced shall be paid for when due per invoice without regard to subsequent shipments.Delay in shipment of any installment shall not relieve Purchaser of its obligation to accept remaining shipments. FORCE MAJEURE:Schneider Electric USA,Inc.shall not be liable for any damages as a result of any delays due to any causes beyond Schneider Electric USA,Inc.'s control,including,without limitation,an act of God;act of Purchaser or Schneider Electric USA,Inc.supplier;embargo or other governmental act;regulation or request;fire;accident;strike; slowdown;flood;fuel or energy shortage;sabotage;war;riot;delay in transportation and inability to obtain necessary labor,materials or manufacturing facilities from usual sources.In the event of any such delay,the date of delivery shall be extended for a period of time reasonably necessary to overcome the effect of such delay. STANDARD WARRANTY:Schneider Electric USA,Inc.warrants equipment manufactured by it and sold through authorized sales channels to be free from defects in materials and workmanship for eighteen(18)months from date of invoice by Schneider Electric USA,Inc.or its authorized sales channel.If within such period any such equipment shall be proved to Schneider Electric USA,Inc.'s satisfaction to be non-conforming,such equipment shall be repaired or replaced at Schneider Electric USA,Inc.'s option.This warranty shall not apply(a)to equipment not manufactured by Schneider Electric USA,Inc.,(b)to equipment that has been repaired or altered by other than Schneider Electric USA,Inc.so as,in its judgment,to affect the same adversely,or(c)to equipment that has been subjected to negligence,accident,or damage by circumstances beyond Schneider Electric USA,Inc.'s control,or improper operation,maintenance or storage, or to other than normal use or service.With respect to equipment not manufactured by Schneider Electric USA,Inc.,the warranty obligations of Schneider Electric USA,Inc.shall in all respects conform and be limited to the warranty actually extended to Schneider Electric USA,Inc.by its supplier.Non-conforming products must be returned at Schneider Electric USA,Inc.'s expense for evaluation unless this is waived in writing.Replacement products may be new or reconditioned. The foregoing warranties do not cover reimbursement for labor,transportation,removal,installation,temporary power,or any other expenses that may be incurred in connection with repair or replacement. OPTIONAL WARRANTIES:(Only available on equipment to be located in the U.S.)Option 1—Extended-2 or 3 years from Shipment.If requested by the Purchaser and specifically accepted in writing by Schneider Electric USA,Inc.,the standard warranty will be extended to two(2)years from date of invoice for a price addition of 1%of the net face value of the Purchase Order or will be extended for three(3)years from date of invoice for a price addition of 3%of the net face value of the Purchase Order.Option 2—Special Warranty:If requested by the Purchaser and specifically accepted in writing by Schneider Electric USA,Inc.,the standard warranty will be extended,for a price addition of 3%of the net face value of the Purchase Order,to cover reimbursement of the direct costs of:a)Removal of non-conforming equipment or part thereof;b)Transporting equipment or parts to and from the place of repair;c)Off-loading of truck and reinstallation at the original site.Such special warranty,which may be chosen to cover a period not exceeding that of the standard or Schneider_Electric_Proposal 081913.docx 13 extended warranty(see above)selected,will not include the cost of providing temporary power or removing or replacing other apparatus or structures,or costs of transportation beyond a common carrier free delivery point in the continental United States.Further,the obligation of Schneider Electric USA,Inc.for expenses and costs arising under this special warranty coverage will not exceed 50%of the net invoice price on the equipment being repaired.This warranty does not change or affect the allocation of risk or loss during shipment.Option 3—Extended Warranty—Preventative Maintenance Agreements:If requested by the Purchaser,and specifically accepted by Schneider Electric USA,Inc.,a Preventative Maintenance Agreement is available to provide preventative maintenance on equipment covered by the agreement. Terms of the Preventative Maintenance Agreement shall be as defined in a separate Services Agreement agreed to by the parties. SOFTWARE:Any software or computer information,in whatever form that is provided with equipment manufactured by Schneider Electric USA,Inc.,is licensed to Purchaser solely pursuant to standard licenses of Schneider Electric USA,Inc. or its supplier of such software or computer information which licenses are hereby incorporated by reference.Schneider Electric USA,Inc.does not warrant that such software or computer information will operate error free or without interruption,and warrants only that during the warranty period applicable to the equipment that the software will perform its essential functions.If such software or computer information fails to conform to such warranty,Schneider Electric USA, Inc.will,at its option,provide an update to correct the non-conformance or replace the software or computer information with the latest available version containing a correction.Schneider Electric USA,Inc.shall have no obligation to provide updates or revisions. LIMITATIONS:These disclaimers and limitations of remedies apply to all warranties offered to Purchaser and to all Purchase Orders.THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES(EXCEPT WARRANTIES OF TITLE),INCLUDING,BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.Except as may be expressly provided in an authorized writing by Schneider Electric USA,Inc.,Schneider Electric USA,Inc.shall not be subject to any other obligations or liabilities whatsoever,other than as stated above with respect to equipment sold or services rendered by Schneider Electric USA,Inc.Notwithstanding anything to the contrary herein contained SCHNEIDER ELECTRIC USA,INC.,ITS CONTRACTORS AND SUPPLIERS OF ANY TIER,SHALL NOT BE LIABLE IN CONTRACT,IN TORT(INCLUDING NEGLIGENCE OR STRICT LIABILITY)OR OTHERWISE FOR LOST TIME,LOST PROFITS,OR SPECIAL,INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. The remedies of the Purchaser are exclusive and the total cumulative liability of Schneider Electric USA,Inc.,its contractors and suppliers of any tier,with respect to this contract or anything done in connection therewith,such as the use of any product covered by or furnished under the contract,whether in contract,in tort(including negligence or strict liability)or otherwise,shall not exceed the price of the product,part,or service on which such liability is based. INTELLECTUAL PROPERTY:As to equipment proposed and furnished by Schneider Electric USA,Inc.,Schneider Electric USA,Inc.shall defend any suit or proceeding brought against Purchaser so far as based on a claim that such equipment constitutes an infringement of any copyright,trademark or patent of the United States.This obligation shall be effective only if Purchaser shall have made all payments then due hereunder and if Schneider Electric USA,Inc.is notified promptly in writing and given authority,information,and assistance at Schneider Electric USA,Inc.'s expense for the defense of the same.In the event the use of such equipment by Purchaser is enjoined in such a suit,Schneider Electric USA,Inc.shall,at its expense,and at its sole option,either(a)procure for the Purchaser the right to continue using such equipment(b)modify such equipment to render it non-infringing(c)replace such equipment with non-infringing equipment,or(d)refund the purchase price(less depreciation)and the transportation and installation costs of such equipment.Schneider Electric USA,Inc.will not be responsible for any compromise or settlement made without its written consent.The foregoing states the entire liability of Schneider Electric USA,Inc.for patent,trademark or copyright infringement,and in no event shall Schneider Electric USA,Inc.be liable if any infringement charge is based on the use of Schneider Electric USA,Inc.equipment for a purpose other than that for which it was sold by Schneider Electric USA,Inc. As to any equipment furnished by Schneider Electric USA,Inc.to Purchaser and manufactured in accordance with designs proposed by Purchaser,the Purchaser shall indemnify Schneider Electric USA,Inc.against any award made against Schneider Electric USA,Inc.for patent,trademark,or copyright infringements. WITNESS OF TESTS AND FACTORY INSPECTIONS:Normal production schedules do not provide the opportunity for Purchaser to witness routine factory tests on equipment or make factory inspections.Witnessing of tests or factory inspections by the Purchaser may result in delays of production for which Schneider Electric USA,Inc.will not be responsible.Witness testing and factory inspections must be requested at time of quotation,are subject to additional costs and must be confirmed at order entry.Standard Schneider Electric USA,Inc.factory testing and inspection will apply.Schneider Electric USA,Inc.will notify Purchaser fourteen(14)calendar days prior to scheduled witness testing or inspection.In the event Purchaser is unable to attend,the Parties may mutually agree on a rescheduled date.However, Schneider Electric USA,Inc.,at its sole option,may consider the witness tests and/or inspection waived,and ship and invoice the Products and the witness testing charges.Purchaser will be responsible for paying for all scheduled witness testing,whether or not Purchaser attends. NUCLEAR APPLICATIONS TERMS AND CONDITIONS:Unless otherwise agreed in writing by a duly authorized representative of Schneider Electric USA,Inc.,products sold hereunder are not intended for use in or in connection with any nuclear facility or activity.If so used,Schneider Electric USA,Inc.disclaims all liability for any damage,injury or Schneider Electric_Proposal 081913.docx 14 • contamination;and Purchaser shall indemnify Schneider Electric USA,Inc.against any such liability,whether arising as a result of breach of contract,warranty or tort(including negligence)or otherwise. PATTERNS AND TOOLS:Notice will be given if special patterns or tools are required to complete any order.Charges for such patterns or tools do not convey title thereto or the right to remove them from Schneider Electric USA,Inc.'s plant.If patterns or tools are not used for a period of two years,Schneider Electric USA,Inc.shall have the right to scrap them without notice. PRODUCT NOTICES:Purchaser shall promptly supply the user(including its employees)of the product with all Schneider Electric USA,Inc.supplied product notices,warnings,instructions,recommendations and similar materials. ERRORS:Schneider Electric USA,Inc.reserves the right to correct errors or omissions in quotations,acknowledgments, invoices,or other documents. OSHA COMPLIANCE:Compliance with OSHA or similar federal,state or local laws during the operation or use of the product(s)is the sole responsibility of the Purchaser. TERMINATION:Any order may be terminated by the Purchaser only upon written notice to Schneider Electric USA,Inc. and upon payment of reasonable and proper termination charges based on the price of the terminated order and reimbursement of all direct costs and expenses associated with the order caused by such termination and shall include a reasonable profit.Special or custom ordered equipment is not cancelable after final acceptance of approval drawings for the commencement of manufacturing. CANCELLATION:Schneider Electric USA,Inc.shall have the right to cancel any order or contract at any time by written notice for any material breach of the contract by the Purchaser,including material delays in releasing equipment for manufacture or approval drawings and excessive changes to specifications or drawings. 0100PL0041R10/07 October 01,2007 Schneider_Electric_Proposal 081913.docx 15 Aco CERTIFICATE OF LIABILITY INSURANCE DATE(MWDD/YYYY) L.-0/. 05/13/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). $ PRODUCER .u ,1. V ONTACT MARSH USA INC.) ""AOOd°°NNNNPHOE: 99 HIGH STREET) PHONE FAX (A/C.No.Ext1; (A/C,No): BOSTON,MA 021105 MAY 14 ADDRESS: Attn:boston.certrequest @marsh.com/Fax:212.948.4377 2014 DEPT. OF PUBLIC WO INSURER AFFORDING COVERAGE NAIL# 838732-SEHI'-PROD-14-15 DAVISK National Union Fire Insurance Company 19445 � INSURERA: INSURED ELECTRIC HOLDINGS,INC.) OSHKOSH, WISCOM ( Rs:New Hampshire Insurance Co. 23841 ATTN:CONNIE PONCE) URER c:HDI-Gerling America Insurance Company 41343 1415 S.ROSELLE ROAD) Illinois National Insurance Company 23817 PALATINE,IL 60067 INSURER D: P Y INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-006865085-01 REVISION NUMBER:5 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. INSR TYPE OF INSURANCE 'INSR W D POLICY NUMBER M/DDPOLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (M /YYYY) A GENERAL LIABILITY X 6819458 01/01/2014 01/01/2015 EACH OCCURRENCE _$ 5,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 5,000,000 PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 5,000,000 GENERAL AGGREGATE $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 5,000,000 7 POLICY X JECT LOC $ A AUTOMOBILE LIABILITY X 7062738(AOS) 01/01/2014 01/01/2015 COMBINED SINGLE LIMIT 5,000,000 (Ea accident) B X ANY AUTO 7062736(MA) 01/01/2014 01/01/2015 BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED 7062737(VA) 01/01/2014 01/01/2015 BODILY INJURY(Per accident) $ AUTOS AUTOS _ HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ . AUTOS (Per accident) PHYSICAL DAMAGE $ 1,000,000 C X UMBRELLA LIAB X OCCUR CUD11986-02 01/01/2014 01/01/2015 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ $ B WORKERS COMPENSATION 086476400(AOS) 01/01/2014 01/01/2015 X WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE 5,000,000 OFFICER/MEMBER EXCLUDED? N N/A E.L.EACH ACCIDENT $ (Mandatory in NH) 'Additional WC/EL policies are shown' E.L.DISEASE-EA EMPLOYEE $ 5,000,000 If yes,describe under 'on the following page' E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below 9 P 9 5,000,000 D PROFESSIONAL 01-702-89-73 01/01/2014 01/01/2015 PER OCCURRENCE 10,000,000 E&O LIABILITY DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) CITY OF OSHKOSH,AND ITS OFFICERS,COUNCIL MEMBERS,AGENTS,EMPLOYEES AND AUTHORIZED VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED WITH RESPECT TO GENERAL AND AUTO LIABILITY.SEE ATTACHED ACORD 101 FOR ADDITIONAL TEXT. CERTIFICATE HOLDER CANCELLATION CITY OF OSHKOSH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN:CITY CLERK) THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN LINDA MOHRn ACCORDANCE WITH THE POLICY PROVISIONS. 215 CHURCH AVENUE,P.O.BOX 11300 OSHKOSH,WI 54903-1130 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Sarah A.Stevenson AR,i.e4 Q ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 838732 LOC#: Boston AccoRD ADDITIONAL REMARKS SCHEDULE Page 2 of 3 AGENCY NAMED INSURED MARSH USA INC.] SCHNEIDER ELECTRIC HOLDINGS,INC.] ATTN:CONNIE PONCE] POLICY NUMBER 1415 S.ROSELLE ROAD] PALATINE,IL 60067 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance a a ADDITIONAL NAMED INSUREDS INCLUDE THE FOLLOWING:] Schneider Electric IT Corporation(Formerly American Power Conversion Corporation)] Schneider Electric IT USA,Inc.(Formerly APC Sales and Service Corp.)] BEI Precision Systems&Space Company,Inc.] BEI Sensors&Systems Co,Inc.] Crydom,Inc.] Custom Sensors&Technologies,Inc.(Formerly BEI Technologies,Inc.)] GRC Energy Support Services,LLC] Juno Lighting,LLCo Juno Manufacturing,LLC] Kavlico Corporation] Schneider Electric IT Mission Critical Services,Inc.(Formerly Lee Technologies Group,Inc.and Lee Technologies Services,Inc.)] Newell Electronics,Inc.] Pelco,Inc.] Pro-Face America,LLC(Formerly Xycom Automation,LLC)] Schneider Electric Buildings Americas,Inc.] Schneider Electric Buildings Critical Systems,Inc.] Schneider Electric Buildings,LLCo Schneider Electric Power Services,Inc.] Schneider Electric USA,Inc.(Formerly Square D.Company)] Schneider Electric Engineering Services,LLC] Schneider Electric Motion USA,Inc.] Schneider Electric Solar Inverters,USA] Summit Energy Services,Inc.] Telvent DTN,LLC] Veris Industries,LLC] ] ADDITIONAL WORKER'S COMP POLICIES:01/01/14-01/01/15] Policy Numbers are as follows:] WC 086476400(AL,AR,CO,CT,DC,DE,HI,IA,ID,IN,KS,LA,MD,MI,MO,MS,MT,NE,NM,NV,NY,OK,RI,SC,SD,TN,TX,WV)-New Hampshire Insurance Company WC 086476401(CA)-New Hampshire Insurance Company] WC 086476402(FL)-New Hampshire Insurance Company] WC 086476433(OR)-National Union Fire Insurance Company of Pittsburgh,PA] WC 086476404(MA,ND,OH,WA,WI,WY)-New Hampshire Insurance Company WC 086476403(MN)New Hampshire Insurance Company WC 086476405(IL,KY,NC,NH,UT,VT)New Hampshire Insurance Company WC 086476406(NJ,PA)New Hampshire Insurance Company] WC 086476407(ME)New Hampshire Insurance Company] WC 086476408(AZ,GA,VA)New Hampshire Insurance Company PUERTO RICO:WC IS PURCHASED THROUGH THE STATE FUND AS PUERTO RICO IS MONOPOLISTIC.] ] OHIO ONLY EXCESS WORKERS COMP: 01/01/14-01/01/15] 6636246-National Union Fire Insurance Company] EACH ACCIDENT: $3,000,000] DISEASE-POLICY LIMIT: $3,000,000] DISEASE-EACH EMPLOYEE: $3,000,000] SELF-INSURED RETENTION: $2,000,0006 a ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 838732 LOC#: Boston A ADDITIONAL REMARKS SCHEDULE Page 3 of 3 AGENCY NAMED INSURED MARSH USA INC.O SCHNEIDER ELECTRIC HOLDINGS,INC.o ATTN:CONNIE PONCE POLICY NUMBER 1415 S.ROSELLE ROAM PALATINE,IL 60067 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance SCHNEIDER ELECTRIC USA,INC.HAS AGREED THAT,WITHIN 30 DAYS AFTER RECEIPT OF NOTICE OF CANCELLATION OF THE INSURANCE POLICIES REFERENCED ABOVE FROM THE APPLICABLE INSURERS,SCHNEIDER ELECTRIC USA,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 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 THE CERTIFICATE HOLDER SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER OR ITS AGENTS OR REPRESENTATIVES.a ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD