Cudahy City Council
October 4, 2022

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

City Hall | Library | Bedwell Hall | Cudahy Park
Monthly Gas Consumption and Costs
Monthly Gas Consumption and Cost
Month-Year Therms Customer Charges Therm Charges Monthly Charge Nov-20 24 $15.29 $38.46 $53.75
Dec-20 25 $15.29 $40.06 $55.35
Jan-21 26 $15.29 $41.66 $56.95
Feb-21 33 $15.29 $52.88 $68.17
Mar-21 33 $15.29 $52.88 $68.17
Apr-21 24 $15.29 $38.46 $53.75
May-21 23 $15.29 $36.85 $52.14
Jun-21 25 $15.29 $40.06 $55.35
Jul-21 22 $15.29 $35.25 $50.54
Aug-21 20 $15.29 $32.05 $47.34
Sep-21 23 $15.29 $36.85 $52.14
Oct-21 24 $15.29 $38.46 $53.75
Total 302.00 $667.39

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Community Center | Sports Complex | Clara Park
Monthly Gas Consumption and Costs
Monthly Gas Consumption and Cost
Month-Year Therms Customer Charges Therm Charges Sales Tax Monthly Charge Nov-20 25 $14.79 $39.45 $4.34 $58.58
Dec-20 38 $14.79 $59.97 $5.98 $80.74
Jan-21 22 $14.79 $34.72 $3.96 $53.47
Feb-21 32 $14.79 $50.50 $5.22 $70.51
Mar-21 39 $14.79 $61.54 $6.11 $82.44
Apr-21 42 $14.79 $66.28 $6.49 $87.55
May-21 33 $14.79 $52.07 $5.35 $72.21
Jun-21 29 $14.79 $45.76 $4.84 $65.40
Jul-21 28 $14.79 $44.18 $4.72 $63.69
Aug-21 29 $14.79 $45.76 $4.84 $65.40
Sep-21 29 $14.79 $45.76 $4.84 $65.40
Oct-21 33 $14.79 $52.07 $5.35 $72.21
379.00 $837.60

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Public Works | Lugo Park Secondary Meter
Monthly Gas Consumption and Costs
Monthly Gas Consumption and Cost
Month-Year Therms Customer Charges Therm Charges Sales Tax Monthly Charge Nov-20 24 $16.27 $38.19 $4.36 $58.82
Dec-20 25 $16.27 $39.78 $4.48 $60.53
Jan-21 26 $16.27 $41.37 $4.61 $62.25
Feb-21 33 $16.27 $52.51 $5.50 $74.28
Mar-21 33 $16.27 $52.51 $5.50 $74.28
Apr-21 24 $16.27 $38.19 $4.36 $58.82
May-21 23 $16.27 $36.60 $4.23 $57.10
Jun-21 25 $16.27 $39.78 $4.48 $60.53
Jul-21 22 $16.27 $35.01 $4.10 $55.38
Aug-21 20 $16.27 $31.82 $3.85 $51.94
Sep-21 23 $16.27 $36.60 $4.23 $57.10
Oct-21 8 $16.27 $12.73 $2.32 $31.32
286.00 $702.36

Siemens Industry, Inc.

Facility Improvement Measures Description
Facility Improvement Measures
Description

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Facility Improvement
Measures Description
This section addresses the Facility Improvement Measures (FIMs) recommended for implementation. The FIMs were developed using custom spreadsheet analysis, building modeling software, trend data, and engineering calculations. Energy using equipment was measured or trended to determine power consumption (kW). Weather data was obtained from Typical Meteorological Year (TMY3) data which is an average of the last 30 years of weather data. Billing information was supplied by the City.

Projects are recommended based on cost savings, energy reduction, project cost, simple payback period, age of existing equipment, environmental impact, and the needs of the City. The FIMs analyzed and recommended for implementation are covered in detail in the following sections. All new work directly associated with the recommended FIMs will be in accordance with applicable codes, specifications, and standards. However, the intent is not to correct or address code, specification, or standard deficiencies inherent in existing equipment, fixtures, or installations, which are considered outside the scope of the measures.

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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FIM 1: Interior and Exterior Lighting
Facilities Included
 City Hall | Library | Bedwell Hall | Cudahy Park
 Clara Street Park | Community Center | Clara Expansion Park  Public Works | Lugo Park
Present Conditions
The facilities utilize a variety of lighting technologies, including T12, T8 and CFL. See Existing Conditions Section for room-by-room. The Siemens lighting audit and design team surveyed the facilities and developed a comprehensive plan for a lighting retrofit to utilize efficient lighting technologies to provide appropriate levels for each of the different facility room types and exterior environments. See the contract documents for the detailed lighting audit.

Recommend Facility Improvement Measure
Replace the existing fluorescents, compact fluorescents, and metal halides with a combination of LED retrofit kit, door frame kits and new fixtures. These lighting upgrades will significantly reduce electricity usage and associated costs, standardize lamps and ballasts for the buildings, and enhance the lighting levels throughout the facilities.

Furthermore, maintenance will be reduced by having long lasting LED technology. Any existing incandescent and fluorescent exit signs will be replaced with LED exit signs that use a fraction of the energy and have lamps that last considerably longer.

Siemens also investigated the Enlighted Connect solution during the IGA. Enlighted is an advanced lighting controls system. Below is a list of benefits this system provides.

Siemens discovered this system is not required to meet Title 24 for the City facilities as the light power density (LPD) for each facility is less than 80% of the allowed LPD per Title 24 2019. Standard lighting controls will be included, this includes occupancy sensors and wall switches.

Enlighted Benefits
Sensors on every fixture. Web-based access to historical lighting and energy data.

User programmable options for dimminglevels, scheduling, fixture tuning, and timeout durations.

The ability to adjust lighting controls remotely
via the Energy Manager.

Detailed scheduling (4 time zones per day) for
different types of spaces.

Gateways on each floor, or one per roughly
100 fixtures/150 ft. radius.

Task tuning and high-end trimming
capabilities.

One physical Energy Manager per building, or
a virtual Energy Manager in the cloud.

Daylighting at the fixture level, or controlling
groups based on a single sensor, or sensor
averages.

The ability to pull energy and occupancy data
into a BMS system using BACnet (License fee
required).

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Building exterior lighting, park lighting and building parking lots will also be included, except for the sports lighting at Cudahy Park and Lugo Park. Cudahy Park and Lugo Park are excluded as the existing fixtures contain fairly new LED fixtures. High pressure sodium and metal halide lamps will be replaced with LED. Due to safety concerns exterior lighting will continue using time clock. Siemens shall replace existing mechanical time clocks to digital time clocks.

Savings Calculations:

Energy savings from each retrofit will be based on a statistically developed number of runtime hours for specific area types and the areas wattage reduction. The pre-retrofit wattages were derived from measured data collected from a statistically valid sampling of various lamp and ballast combinations, representing at least 70% of the baseline connected lighting load. Annual dollar savings from each area retrofit will be calculated using the formulas listed below in conjunction with the utility rates described in Section

3. Lighting Power Saved (kW) = Existing Power (kW) - Retrofit Power (kW) Energy Saved (kWh) = Power Saved (kW) × Run Hrs.

Annual Savings ($) = [Energy Saved (kWh) × Elec Rate ($/kWh)] + [Lighting Power Saved (kW) × Diversity Factor × Elec Rate ($/kW) ×12]
Definition of Variables:

Retrofit Power (kW): Manufacturer’s Fixture Wattage
Existing Power (kW): Measured Fixture Wattage Derived From Statistically Valid Sample
Diversity Factor: Estimated Percentage of Lighting Power Contributing to Monthly Peak Demand

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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FIM 2: City Owned Street Lighting
Facilities Included
City Wide
Present Conditions
Throughout the City of Cudahy, there are two basic types of streetlight fixtures, SCE poles and City owned poles. The SCE poles are wooden poles identified with a pole number starting with E or H, except for Atlantic Avenue, where the SCE poles are concrete poles.

The City owned poles are concrete gray poles. Majority of the fixtures are cobra head fixtures that contain high pressure sodium lamps of varying wattages. Once under contract, Siemens’ lighting audit and design team will survey the streetlights and develop a comprehensive plan for a lighting retrofit to utilize efficient lighting technologies to provide appropriate levels for each of the light locations. Lighting controls are by photocell.

Recommended Facility Improvement Measure
Retrofit existing City owned street lighting fixtures with an LED technology. Cobra head fixtures will be replaced with a new LED fixture. Decorative fixtures will be converted to LED with a retrofit kit, reusing the existing fixture housing. Siemens has also included replacement of fuses and re-labeling the poles. The labels shall have a blue background with reflective gray color for letters and numbers. The letter “C” will be included before the 3-digit number. Example: C000, C001, C002, etc.

These lighting upgrades will significantly reduce electricity usage and associated costs; standardize lamps and ballasts for the streetlights. Furthermore, maintenance will be reduced by having new lamps and ballasts, and by stocking the same types of lamps and ballasts for all the City owned streetlights.

Assumptions
The street lighting tariff uses a utility-determined monthly energy usage, based on lamp type, to calculate the electrical costs. Thus, the baseline is independent of the actual lamp operation.

Street Lighting Existing and Proposed Annual Consumption Existing Fixtures Retrofit Fixtures
Lamp Type Wattage kWh Annual Lamp Type Wattage kWh Annual HPS/70 70 344 LED 36 155
HPS/100 100 60,063 LED 36 19,195
HPS/150 150 25,569 LED 46 6,298
HPS/200 200 6,111 LED 56 1,426
HPS/250 250 49,241 LED 68 10,625

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Savings Calculations
A simplified version of the energy savings calculation for each fixture type follows:

Savings = (kWh/Monthexisting - kWh/Monthretrofit) x Number of Fixtures x 12 Months/Year x $/kWh

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

FIM 3: Solar
Facilities Included
City Hall | Community Center | Public Works
Recommended Facility Improvement Measure
PV systems generate power when sunlight hits the solar panels. This power generation does not always coincide with the load profile of the building, so solar arrays generally must take advantage of net-metering policies to achieve the greatest benefit from their solar output. Under a net metering agreement, any power produced by the PV system that cannot be used at the building flows back to the utility grid. This excess power is metered, and the value is utilized to offset the cost of power provided from the utility company when the PV system is not producing power. In this way, the City receives the greatest benefit from the power produced by the system.

Siemens has evaluated the City facilities for their viability as host sites for a solar photovoltaic (PV) system to provide clean renewable energy for the buildings. We analyzed the potential project from a technical standpoint and have concluded that a netmetered solar array is viable at the City Hall, Community Center/Clara Park, and Public Works, pending City permitting and interconnection approval from the local electric utility, Southern California Edison.

Below is a summary table of the system sizes that are technically viable.

Site System Type System Size (kWdc)
City Hall Carport Carport 58 kWdc
Community Center/Clara Roof Ballasted 58 kWdc
Public Works/Lugo Park Roof Ballasted 35 kWdc

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Layout:

Below is a high-level layout for the PV system evaluated during the IGA, the final layout will be determined during the construction phase.

City Hall Preliminary Carport Layout - Carport Solar Layout Community Center Preliminary Layout - Roof Mount System

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Public Works Preliminary Layout - Roof Mount System
Savings Calculations
 Siemens uses the Helioscope solar modeling tool to estimate the electricity production and performance of solar projects. Helioscope is the solar industry's leading software program for the calculation of energy generation potential from solar PV installations. The software includes a detailed and comprehensive library of solar panels and inverters that enable modeling of various system configurations. Siemens incorporated specific product performance metrics for the make and model of the inverters and panels used in our design as part of the production analysis. System details, including string sizes, line losses, module mismatch losses and inter-row shading are considered and results are rigorously checked for accuracy.
 The following table outlines the performance estimates:

Site System Size
(kWdc)
Production kWh/yr.
(Includes 95% Safety Factor)
City Hall Carport 57.5 kWdc 76,453 kWh
Community Center/Clara 42 kWdc 65,276 kWh
Public Works/Lugo Park 26.7 kWdc 42,207 kWh
 Solar photovoltaic arrays produce electrical energy based on location, orientation, and annual insolation. The following calculations are used to determine annual savings:

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Example Existing Conditions
kWh Production Measured
Annual Insolation Measured or Weather Data
Normal Insolation Published Weather Data
Calculations Used to Determine Savings
kWh Generation = kWh Production x Annual Insolation/Normal Insolation Annual Generation Savings ($) = kWh Savings x kWh Rate
Detailed Energy Savings Calculations - Will be included in the Investment Grade Audit Report.

Rate Analysis:

For the Public Works, the City has an option to remain on the current rate schedule or switch to an alternative rate schedule. The rates for each are shown below and the estimated electric bills are shown on the following pages for each rate schedule.

Public Works/Lugo Park Existing and Proposed Rate Structure The table below shows the existing annual electricity cost based on the most current utility rates (June 2022) and the baseline 12 months of electrical usage.

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Public Works/Lugo Park:

Current Utility Cost Under Current Rate Schedule TOU-GS-2D For Public Works, based on the energy model TOU-GS-2E will provide the City greater dollar savings. See below tables for proposed rate schedules for TOU-GS-2D (existing rate) and TOU-GS-2E (rate switch).

Public Works/Lugo Park:

Proposed Utility Cost Under Existing Rate Schedule TOU-GS-2D

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Public Works/Lugo Park: Proposed Utility Cost Under New Rate Schedule TOU-GS-2E For the City Hall and Community Center, Siemens does not recommend rate switch as the existing rate is the most beneficial rate for solar. Below are the rate schedule summary tables for each building.

City Hall Existing and Proposed Rate Structure

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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City Hall: Current Utility Cost Under Current Rate Schedule TOU-GS-2E City Hall: Proposed Utility Cost Under Existing Rate Schedule TOU-GS-2E

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Community Center/Clara Park Existing and Proposed Rate Structure Community Center/Clara Park:

Current Utility Cost Under Current Rate Schedule TOU-GS-2E

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Community Center/Clara Park:

Proposed Utility Cost Under Existing Rate Schedule TOU-GS-2E FIM 4: Roof Replacement
Facilities Included
City Hall/Library | Community Center | Public Works
Present Conditions
The existing roofing systems at the Community Center/Clara Park and Public Works/Lugo Park are flat, the City Hall/Library is a pitched roof. All the roofing systems are past the end of their useful lives. Leaks are developing and various repairs had to be made during the past few years, creating an annual burden on the City’s budget resources.

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Recommended Facility Improvement Measure
Siemens recommends replacing the roofs with PVC roofing material. This will not only minimize heating and cooling energy losses, but also ensure that the structure is safe and free from leaks. The new roof will have a useful life of 20 - 30 years with 20-year manufacture warranty. Also included in the scope is 25% plywood and fascia board replacement. This is an allowance as Siemens cannot determine exactly how much plywood is damaged.

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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The skylight systems for these buildings have also deteriorated and are leaking. Some areas are covered with tarp to protect the building from leaks. Siemens highly recommends replacing the skylights or, at minimum, cleaning and re-sealing the skylights. The costs for skylight maintenance or repair are not included in the scope of work presented in this report.

Longevity and Sustainability
 Replacing the roof will improve the integrity of the building envelope by restoring its thermal and vapor resistance as well as the reflective solar heat gain resistance.
 Expensive repairs will be avoided for years to come.
 The risk of mold and mildew growth in the under-roof cavities and the possibility of indoor air quality problems will be considerably reduced.

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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FIM 5: Mechanical and Controls
Facilities Included
City Hall/Library | Bedwell Hall | Community Center | Public Works Present Conditions
The City has several standalone package units and split systems serving the facilities. All these systems are in poor condition and have surpassed the end of their useful life. These HVAC systems are each controlled by dedicated thermostats (T-stats). The units cycle on and off maintaining a fixed temperature set point. Over time, this equipment experiences wear and tear that affect its overall performance and efficiency.

Recommended Facility Improvement Measure
Siemens recommends replacing the existing package units and split systems as noted in the table below. As these units are at the end of life, there are significant improvements in efficiencies to be seen.

There are two ways to measure efficiency for packaged and split systems, SEER and EER.

The efficiency of air conditioners is often rated by the seasonal energy efficiency ratio (SEER) which is defined by the Air Conditioning, Heating, and Refrigeration Institute in its standard AHRI 210/240. A room air conditioner’s efficiency is measured by the energy efficiency ratio (EER). The EER is the ratio of the cooling capacity (in British thermal units (BTU) per hour) to the power input (in watts). The higher the EER rating, the more efficient the unit.

Existing efficiencies are estimated to be 8.9-11 EER or 13 SEER. Proposed efficiencies are estimated to be 12.7 to 22.5 SEER.

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Outside Unit Indoor Unit
Location Equipment
Type
Proposed
Manufacturer
Proposed
Model #
Proposed
Tons
Proposed
Model #
Proposed
Capacity
System
Efficiency
City
Hall/Library
Split
System Trane 4TWR5024H1 2 Ton
GAM5B0
A24M21
E
2 Ton SEER 15
City
Hall/Library
Split
System Trane 4TWR5036H1 3 Ton GAM5B0B36M21E 3 Ton SEER 15 City
Hall/Library
Split
System Daikin RXYQ120XAYDA 10 Ton BCVD0401 10 Ton IEER 22 City
Hall/Library
Split
System Daikin RXYQ120XAYDA 10 Ton BCVD0401 10 Ton IEER 22 Bedwell
Hall
Split
System Trane 4TWR5024H1 2 Ton
GAM5B0
A24M21
E
2 Ton SEER 15
Bedwell
Hall
Split
System Trane City recently replaced this 2 ton unit and will not be included in Siemens scope.

Bedwell
Hall
Split
System Trane 4TWR5048H1 4 Ton GAM5B0C48M41E 4 Ton SEER 15 Bedwell
Hall
Split
System Trane 4TWR5060H1 5 Ton TAM9A0C60V51D 5 Ton SEER 15 Bedwell
Hall
Split
System Trane 4TWR5060H1 5 Ton TAM9A0C60V51D 5 Ton SEER 15 Bedwell
Hall
Split
System Daikin RXYQ96XAYDA 7.5 Ton BCVD0301 7.5 Ton IEER 22.5 City
Hall/Library
Package
Unit Carrier 48VGUE240403-TP 2 Ton N/A N/A SEER 15
City
Hall/Library
Package
Unit Carrier 48VGUE240403-TP 2 Ton N/A N/A SEER 15
City
Hall/Library
Package
Unit Carrier 48VGUE360603-TP 3 Ton N/A N/A SEER 16
Community
Center
Package
Unit Carrier 48VGUE360605 3 Ton N/A N/A SEER 16
Community
Center
Package
Unit Carrier 48GCGM04A2M5 3 Ton N/A N/A SEER 16.1
Community
Center
Package
Unit Carrier 48VGUE600905 5 Ton N/A N/A SEER 16
Community
Center
Package
Unit Carrier 48HCDD08A2M5 7.5 Ton N/A N/A IEER 13.8
Community
Center
Package
Unit Carrier 48HCDD08A2M5 7.5 Ton N/A N/A IEER 13.8

Siemens Smart Infrastructure (SI)
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Community
Center
Package
Unit Carrier 48HCDD08A2M5 7.5 Ton N/A N/A IEER 13.8
Public
Works
Package
Unit Carrier 48GCGM06A2M5 5 Ton N/A N/A SEER 16.1
Public
Works
Package
Unit Carrier 48GCGM06A2M5 5 Ton N/A N/A SEER 16.1
Public
Works
Package
Unit Carrier 48HCDD09A2M5 8.5 Ton N/A N/A IEER 13.8
Public
Works
Package
Unit Carrier 48HCDD09A2M5 8.5 Ton N/A N/A IEER 13.8
Public
Works
Package
Unit Carrier 48HCDD09A2M5 8.5 Ton N/A N/A IEER 13.8
Public
Works
Package
Unit Carrier 48HCDD12A2M5 10 Ton N/A N/A IEER 12.7
Public
Works
Package
Unit Carrier 48HCDD12A2M5 10 Ton N/A N/A IEER 12.7
Proposed Mechanical Equipment
Savings Calculations
The baseline consumption was established using a standard calculation template which incorporates historical weather data, existing equipment capacity and efficiency. The existing and new cooling system efficiencies were calculated based on the unit efficiency with 10% - 20% derate factor based on equipment age and condition.

Location Equipment
Type
Proposed
Manufacturer
Proposed
Tons
Existing
Efficiency
System
Efficiency
City Hall/Library Split System Trane 2 Ton SEER 13 SEER 15 City Hall/Library Split System Trane 3 Ton SEER 13 SEER 15 City Hall/Library Split System Daikin 10 Ton EER 10.1 IEER 22 City Hall/Library Split System Daikin 10 Ton EER 10.1 IEER 22 Bedwell Hall Split System Trane 2 Ton SEER 13 SEER 15
Bedwell Hall Split System City recently replaced this 2 ton unit and will not be included in Siemens scope.

Bedwell Hall Split System Trane 4 Ton SEER 13 SEER 15

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Bedwell Hall Split System Trane 5 Ton EER 11 SEER 15
Bedwell Hall Split System Trane 5 Ton EER 11 SEER 15
Bedwell Hall Split System Daikin 7.5 Ton EER 10.1 IEER 22.5 City Hall/Library Package Unit Carrier 2 Ton SEER 13 SEER 15 City Hall/Library Package Unit Carrier 2 Ton SEER 13 SEER 15 City Hall/Library Package Unit Carrier 3 Ton SEER 13 SEER 16 Community Center Package Unit Carrier 3 Ton SEER 13 SEER 16 Community Center Package Unit Carrier 3 Ton SEER 13 SEER 16.1 Community Center Package Unit Carrier 5 Ton EER 10.1 SEER 16 Community Center Package Unit Carrier 7.5 Ton EER 8.9 IEER 13.8 Community Center Package Unit Carrier 7.5 Ton EER 10.1 IEER 13.8 Community Center Package Unit Carrier 7.5 Ton EER 9 IEER 13.8 Public Works Package Unit Carrier 5 Ton EER 11 SEER 16.1 Public Works Package Unit Carrier 5 Ton EER 11 SEER 16.1 Public Works Package Unit Carrier 8.5 Ton EER 10.8 IEER 13.8 Public Works Package Unit Carrier 8.5 Ton EER 10.8 IEER 13.8 Public Works Package Unit Carrier 8.5 Ton EER 10.1 IEER 13.8 Public Works Package Unit Carrier 10 Ton EER 10.1 IEER 12.7 Public Works Package Unit Carrier 10 Ton EER 10.1 IEER 12.7 Units Existing and Proposed Efficiency

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Currently the package units listed above have no central controls, only standalone programmable thermostats.

A simplified version of the energy savings calculation for the new unit follows:

Savings = (Unit Size) × (Hours of Operation) × (Cost per kWh) × [1/(Existing kW/ton) - 1/(Proposed kW/ton)]

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FIM 6: Transformer Upgrades
Facilities Included
City Hall | Library | Bedwell Hall
Present Conditions
There are four (4) older style transformer units at the City Hall and Bedwell Hall that are operating at a small fraction of their nameplate capacity, resulting in very low efficiency, and are producing large amounts of excess heat, resulting in energy losses and higher utility costs. See table below for more detail. These units are also old and at their end of life. Electrical distribution transformers play a key role in delivering electrical power to buildings as all the electrical power supplied to the building flows through them.

Whether equipment is plugged in and turned on or not transformers continue to operate and use energy.

Building Address KVA Location
City Hall 5220 Santa Ana St.,
Cudahy, CA 90201 75 City Hall Main Electric RoomTag # 0060484 City Hall 5220 Santa Ana St.,
Cudahy, CA 90201 25 City Hall Snack Building
City Hall 5220 Santa Ana St.,
Cudahy, CA 90201 15 City Hall Mech RoomTag # 0060486
Bedwell Hall 5218 Santa Ana St.,
Cudahy, CA 90201 75 Bedwell Hall Electric RoomTag # 0060483 Bedwell Hall Electric Room Transformer

Siemens Smart Infrastructure (SI)
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City Hall Main Electric Room Transformer

City Hall Mech Room Transformer

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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City Hall Snack Building Transformer

Recommended Facility Improvement Measure
Siemens proposes to install new E-Saver OPAL-R Series Power Smiths transformers to replace the old inefficient transformers. The OPAL-R Series are ultra-efficient dry-type isolation transformers optimized to maximize energy savings and provide the fastest payback in retrofit applications.

Code and all published data are based on performance at a 35% linear load. Therefore, almost all transformers are designed for highest efficiency under that load profile.

However, this profile does not typically exist in the real world. Linear loads ceased to exist with the advent of computers and VFDs, and the average load on a transformer is about 15% (we have found it is even lower than this). Under this lower load profile, almost all losses are found in the core.

Using design and manufacturing advances, but more importantly, better materials (i.e. higher grade insulation, copper, aluminum and, most critically, steel in the core), new OPAL-R transformers have extremely low no-load-losses and minimized load-losses.

Savings Calculations
Savings are based on unit runtime and loads. The following calculations are used to determine annual savings:

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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Existing Conditions
Existing Unit Capacity Nameplate
Existing Transformer Normal Operating Hours Load Measured or Operation Schedules Existing Transformer Outside Normal Operating Hours Load Measured or Operation Schedules Existing Power Losses (Normal Operating Hours) Measured Existing Transformer Power Losses (Outside Normal Operating Hours) Calculated
Proposed New Power Losses (Normal Operating Hours) Calculated Proposed New Power Losses (Outside Normal Operating
Hours) Calculated
Normal Operating Days Operation Schedules
Calculations Used to Determine Savings
Energy Savings = (Existing Operating kW Losses - Proposed Operating kW Losses) x Normal Operating Hours x Normal Operating Days) + (Existing Non-Operating kW Losses - Proposed NonOperating kW Losses) x (365 x 24 - Normal Operating Hours x Normal Operating Days)

Siemens Industry, Inc.

Future Facility Improvement Measures
Future Facility Improvement
Measures

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Future Facility
Improvement Measures
This Section addresses the FIMs that were not included in the current project but are recommended for the next phase.

FIM 1: Electric Vehicle Charging Stations
Siemens recommends EV charging stations for the City as they support better environmental factors, including air quality, health and safety, and greenhouse gas reduction. Due to financial restrains this measure was not included in this phase.

Today, there are already more than one million electric vehicles on the road in the U.S. - a number that is expected to surge to about 18 million by 2030 - helping us achieve a cleaner, more efficient world. In fact, more than 900 U.S. corporations and many communities have committed to reducing their overall carbon footprint and energy costs with smart technology - including electric vehicle (EV) fleets.

But charging electric vehicles must become as easy and convenient as refueling traditional vehicles, making intelligent EV charging infrastructure an essential feature of your smart building strategy. Siemens VersiCharge electric vehicle chargers provide reliable and fast EV charging with compact designs and custom installations.

FIM 2: Air-Conditioned Space for Gym at the Community Center Currently there are five (5) Reznor fan blowers serving the Gym at the Community Center. During the summer, the space temperature rises as there is no air conditioning.

Siemens recommends adding air conditioning to the Gym. This will require a re-design of the building and its systems, including potential structural upgrades. Due to financial restrains this measure was not included in this phase.

FIM 3: SCE Street Light Acquisition
Description:

Siemens has included replacing existing City owned street lighting but did not include the acquisition for the remaining street lighting owned by Southern California Edison (SCE). The advantages of acquiring and converting the streetlights are:

1. The City’s ownership of the streetlights allows the City to convert the lights to LED and thus provide for better lighting conditions in the community and;

2. The City’s electrical costs for the lighting is drastically reduced.

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FIM 4: Sports Field Lighting at Cudahy Park
Description:

The City recently replaced the Sports Field Lighting at the Cudahy Park with LED.

Unfortunately, the light levels are too low and there are several complaints from City residences who use this field to play baseball. Siemens recommends performing photometric study and upgrading the lights to higher wattage LED.

FIM 5: Skylight Replacement at the City Hall and Bedwell Hall Description:

Siemens recommends replacing the existing skylights at the City Hall and Bedwell Hall.

These skylights are leaking and cracked. Siemens recommends replacing these skylights with new and improved skylights that fit the City’s needs, such as natural light, energy savings and health benefits.

Siemens Industry, Inc.

Measurement & Verification (M&V)
Measurement & Verification
(M&V)

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Measurement & Verification
(M&V)
Measurement & Verification Methodology
Siemens has developed, as part of the IGA, a comprehensive plan for measurement and verification of savings for each of the recommended FIMs. These FIM M&V plans may be combined based on the specific FIM included in this project. The M&V plan for a project provides continuous visibility of project performance and identifies additional potential savings opportunities when they exist.

In all cases, Siemens follows the International Performance Measurement and Verification Protocol (IPMVP, 2017), Federal Energy Management Program’s (FEMP’s) M&V Guidelines (Version 4.0), and the American Society of Heating, Refrigerating and Air-Conditioning Engineers (ASHRAE) Guideline 14. The table below describes each of the IPMVP,2017 and FEMP’s accepted methodologies.

M&V Option How Savings Are Calculated Typical Applications A. Retrofit Isolation: Key
Parameter Measurement
Savings are determined by
field measurement of the key
performance parameter(s)
which define energy use of
the system(s), separate from
the energy use of the facility.

Measurements may either be
short-term (A1) or
continuous (A2).

Engineering calculations using
short-term or continuous postretrofit measurements and stipulations.

Lighting retrofit where power draw
is measured periodically.

B. Retrofit Isolation: All
Parameter Measurement
Savings are determined by
field measurement of the
energy use of the systems to
which the FIM was applied,
separate from the energy use
of the rest of the facility.

Short-term or continuous
measurements are taken
throughout the post-retrofit
period.

Engineering calculations using
short-term or continuous
measurement.

Application of controls to vary the
load on a constant speed pump
using a variable speed drive.

Electricity is measured by a kWh
meter installed on the electrical
supply to the pump motor. In the
base year, this meter is in place for a
week to verify constant loading. The
meter is in place throughout the
post-retrofit period to track
variations in energy use.

C. Whole Facility
Savings are determined by
measuring energy use at the
whole facility level. Shortterm or continuous
measurements are taken
throughout the post-retrofit
period.

Analysis of whole facility utility
meter or submeter data using
techniques from simple
comparison to regression
analysis.

Multifaceted energy management
program affecting many systems in a
building. Energy use is measured by
the gas and electric utility meters for
a 12-month base year period and
throughout the post-retrofit period.

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M&V Option How Savings Are Calculated Typical Applications D. Calibrated Simulation
Savings are determined
through simulation of the
energy use of components or
the whole facility. Simulation
routines must be
demonstrated to adequately
model actual performance
measured in the facility. This
option usually requires skill in
calibration simulation.

Energy use simulation,
calibrated with hourly or
monthly utility billing data
and/or end use submetering.

Multifaceted energy management
program affecting many systems in a
building but where no baseline data
are available. Post-retrofit period
energy use is measured by the gas
and electric utility meters. Base year
energy use is determined by
simulation using a model calibrated
by the post-retrofit period.

In addition, Siemens defines an Option E, Stipulated Savings, for those FIM savings having too little basis to justify using one of the other options or where the cost of using one of the other options is not justified for the magnitude of savings involved. For these FIMs, calculations are performed using agreed upon measurements and assumptions to determine the savings to be credited to the FIM each year.

Options A and B are the most widely used approaches to calculate and verify savings guarantees because they tend to be the best combination of both accuracy and economy for many FIMs. However, the specific characteristics of each FIM, including the savings calculation methodology used for the FIMs, are selected based on the accuracy and cost of each specific FIM and the needs/preferences of the customer determine the specific methodology used for each FIM.

The following M&V options are planned for the FIMs proposed:

Measure Description M&V Option
Lighting Retrofit A
Street Lighting A
Solar PV B
HVAC A
Transformers E
During the project development and prior to contract, Siemens worked with the City to develop an M&V strategy that matches the appropriate level of monitoring, reporting, visibility, analysis, and documentation. The next section includes the detailed plan of the Measurement and Verification, also described in Exhibit C of the contract documents.

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Measurement & Verification
(M&V) Plan
General Overview
The purpose of the Measurement and Verification (M&V) Plan is to identify the methods, measurements, procedures and tools that will be used to verify the savings for each FIM which has energy/utility savings. Savings are determined by comparing prior usage, consumption or efficiencies (defined as the “Baseline”) against the post-FIM implementation usage, consumption or efficiencies. The baseline usage, consumption or efficiencies are described in this Exhibit C, Article 5. The post-FIM implementation usage, consumption or efficiencies is defined as the contracted baseline and are described in this Exhibit C, Article 7.

Option A - Retrofit Isolation: Key Parameter Measurement Lighting Upgrade
Location(s):

City Hall/ Library, Bedwell Hall, Cudahy Park, Clara Street Park/Community Center/Sports Complex, Clare Expansion Park and Public Works/Lugo Park Overview:

SIEMENS will retrofit the existing fixtures, lamps, and/or ballasts with more energy-efficient fixtures, lamps, and/or ballasts. SIEMENS will also install occupancy sensor controls in selected locations as per Appendix 1. Verification of electric energy savings (kWh) achieved by the lighting retrofit shall be based upon a one-time measurement of the lighting power capacity under existing conditions, a one-time measurement of the lighting power capacity upon completion of the lighting retrofit project and agreed-upon annual operating hours. Spot wattage measurements of a random sample of baseline and postinstallation fixture types or fixture circuits will be used to establish demand.

Sample size for wattage measurements will be determined based on FEMP guidelines for sample size determination, with overall population sample size not to exceed 10% of the retrofit population.

Pre-Retrofit Measurement\Calculations:
kWhpre = (kWpre * Quantitypre * AOHrspre)fixture type ”n”, summed across all fixture types

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Where:
kWhpre = Pre-retrofit annual electric consumption (kWh/yr.) kWpre = Instantaneous kW based on random sample of existing lighting fixture types
Quantitypre = Count of each fixture-type based on as-built survey AOHrspre = Pre-retrofit annual operating hours, stipulated per Appendix 1 Post-Retrofit Measurement\Calculations:
kWhpost = (kWpost * Quantitypost * AOHrspost)fixture type ”n”, summed across all fixture types
Where:
kWhpost = Post-retrofit annual electric consumption (kWh/yr.) kWpost = Instantaneous kW based on random sample of the installed/retrofitted lighting-fixture types
Quantitypost = Count of each fixture-type based on as-built survey AOHrspost = Post-retrofit annual operating hours, stipulated per Appendix1 Savings Calculations:

Electric Savings (kWh/yr.):
kWhS = kWhpre - kWhpost
Where:
kWhS = Annual post-retrofit kilowatt-hour savings from lighting retrofit Demand Savings (kW/yr.):
kWS = (kWpre - kWpost) x months
Where:
kWS = Annual post-retrofit kilowatt savings
Months = Months per year of electric demand savings
Cost Savings ($/yr.):
$S = ((kWhS * $/kWh, x) + (kWS * $/kW, x)

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Where:
$S = Annual cost savings
$/kWh = Electricity unit cost per kWh as defined in Article 6 of this Exhibit C $/kW = Demand units cost per kW as defined in Article 6 of this Exhibit C Street Lighting Upgrades
Location(s):

City Owned Street Lighting
Overview:

SIEMENS will retrofit the existing street lighting fixtures with more energy-efficient street lighting fixtures. Verification of electric energy savings (kWh) will be achieved by a one-time confirmation of manufacturer’s specification of electric demand (kW) of each installed post-retrofit fixture type and a one-time confirmation that the correct utility bill tariffs have been applied. The applicable post Southern California Edison tariff is Schedule LS-2.

Pre-Retrofit Measurement\Calculations:

Pre-Retrofit Billed kWh = Annual utility billed kWh of the existing street lighting determined during the IGA phase per Table 4.2.#.1 Table 4.2.2.1 - Pre-Retrofit Street Lighting Annual Billed kWh Lighting District Pre-Retrofit Billed kWh
City of Cudahy 141,327
Post-Retrofit Measurement\Calculations:

Post-Retrofit Billed kWh = (kWhmonth * QtyPost * 12)fixture type ”n” Where:

Wpost = The wattage of the installed/retrofitted lighting-fixture types per Table 4.2.2.2.
kWhmonth = Monthly utility billed kWh of the LED street lighting after LED retrofit per schedule LS-2
QtyPost = Quantity of post-retrofit fixtures by type

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Table 4.2.2.2 - Post-Retrofit Operating Parameters
Fixture Code Fixture
Type
Lamp
Wattage
(Wpost)
Lamp
Wattage
Range (W)
kWh per Lamp
per Month
(kWhmonth)
Quantity
of
Fixtures
LEOTEK - GCM1-
60J-MV-40K-2R-GY095 + LLPC
LED 59 55.01 - 60 19.8 1
LEOTEK - GCM1-
60J-MV-40K-2R-GY095 + LLPC
LED 59 55.01 - 60 19.8 124
LEOTEK - GCM1-
60J-MV-40K-2R-GY095 + LLPC
LED 59 55.01 - 60 19.8 32
LEOTEK - GCM1-
60J-MV-40K-2R-GY095 + LLPC
LED 59 55.01 - 60 19.8 6
LEOTEK - GCM1-
60J-MV-40K-2R-GY095 + LLPC
LED 59 55.01 - 60 19.8 38
Total 201
Savings Calculations:

Energy Savings (kWh/yr.):
kWhS = Pre-retrofit billed kWh - post-retrofit billed kWh Where:
kWhS = Annual post-retrofit utility billed kWh savings
Cost Savings ($/yr.):
$S = (Pre-retrofit billed kWh * $/kWhpre) - (Post-retrofit billed kWh * $/kWhpost) Where:
$S = Total annual cost savings
$/kWhpre = Pre-retrofit unit cost of electricity per kWh as defined in Article 6 of this Exhibit C
$/kWhpost = Post-retrofit unit cost of electricity per kWh as defined in Article 6 of this Exhibit C

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HVAC Upgrades
Location(s):

City Hall/Library, Bedwell Hall, Community Center/Clare Street Park, Public Works/Lugo Park
Overview:

Energy and cost savings will be achieved by replacing the existing HVAC systems with higher efficiency and/or lower capacity systems. Electrical energy (kWh) savings will be verified by comparing the efficiency (SEER/EER) of the pre-retrofit equipment against the efficiency (SEER/EER) of the post-retrofit equipment, based on manufacturer specifications for the installed equipment. Thermal energy (Therms) savings will be verified by comparing the heating capacity (BTUs) of the pre-retrofit equipment against the heating capacity (BTUs) of the post-retrofit equipment.

Pre-Retrofit Variables:

Table 4.2.3.1 - Pre-Retrofit Equipment Conditions

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ID Building
Name
Cooling
Tons
/Unit
System
Efficiency
Rating
System
Efficiency
Value
Supply
Fan
Control
Fan
HP
Furnace
Type
Heating
Output BTU
or Heating
Output kW
for Electric
Gas
Furnace -
Thermal
Efficiency
%
Pre-Retrofit
Electric
Demand
(kWpre)
Pre-Retrofit
Electric
Consumption
(kWhpre)
Pre-Retrofit
Natural Gas
Consumption
(Thermspre)
Equipment-1 City Hall/
Library 2.0 SEER 13.1 CV 0.13 None N/A N/A 47.85 2,511 0 Equipment-2 City Hall/
Library 3.0 SEER 13.0 CV 0.25 None N/A N/A 71.85 3,813 0 Equipment-3 City Hall/
Library 10.0 EER 10.1 CV 3.00 Electric 10 N/A 245.79 18,683 0 Equipment-4 City Hall/
Library 10.0 EER 10.1 CV 3.00 Electric 11 N/A 147.39 13,363 0 Equipment-5 Bedwell Hall 2.0 SEER 13.0 CV 0.13 None N/A N/A 20.00 1,761 0 Equipment-6 Bedwell Hall 4.0 SEER 13.0 CV 0.33 Electric 4 N/A 50.17 4,456 0 Equipment-7 Bedwell Hall 5.0 EER 11.0 CV 1.50 Natural
Gas 57,100 79% 50.17 4,620 58
Equipment-8 Bedwell Hall 5.0 EER 11.0 CV 1.50 Natural
Gas 57,100 79% 50.17 4,620 58
Equipment-9 Bedwell Hall 7.5 EER 10.1 CV 2.00 Natural
Gas 72,000 80% 85.21 8,193 101
Equipment-10 City Hall/
Library 2.0 SEER 13.0 CV 0.50 Electric 2 N/A 25.32 2,335 0 Equipment-11 City Hall/
Library 2.0 SEER 13.0 CV 0.50 Electric 2 N/A 25.32 2,335 0 Equipment-12 City Hall/
Library 3.0 SEER 13.0 CV 0.25 None N/A N/A 29.95 2,632 0 Equipment-13 Community
Center 3.0 SEER 13.0 SAV 0.50 Natural Gas 72,000 80% 63.60 3,989 38 Equipment-14 Community
Center 3.0 SEER 13.0 CV 0.25 Natural
Gas 72,000 80% 124.25 4,675 48
Equipment-15 Community
Center 5.0 EER 10.1 CV 1.50 Natural
Gas 57,100 80% 138.02 7,132 53

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ID Building
Name
Cooling
Tons
/Unit
System
Efficiency
Rating
System
Efficiency
Value
Supply
Fan
Control
Fan
HP
Furnace
Type
Heating
Output BTU
or Heating
Output kW
for Electric
Gas
Furnace -
Thermal
Efficiency
%
Pre-Retrofit
Electric
Demand
(kWpre)
Pre-Retrofit
Electric
Consumption
(kWhpre)
Pre-Retrofit
Natural Gas
Consumption
(Thermspre)
Equipment-16 Community
Center 7.5 EER 8.9 CV 1.50 Natural Gas 162,200 78% 178.64 11,704 75 Equipment-17 Community
Center 7.5 EER 10.1 CV 2.00 Natural
Gas 130,000 80% 178.39 10,955 72
Equipment-18 Public
Works 5.0 EER 11.0 CV 1.50 Natural Gas 57,100 79% 49.75 2,520 3 Equipment-19 Public
Works 5.0 EER 11.0 CV 1.50 Natural
Gas 57,100 79% 49.75 2,520 3
Equipment-20 Public
Works 8.5 EER 10.8 CV 3.63 Natural
Gas 102,500 78% 87.80 4,631 5
Equipment-21 Public
Works 8.5 EER 10.8 CV 3.63 Natural
Gas 102,500 78% 87.80 4,631 5
Equipment-22 Public
Works 10.0 EER 10.1 CV 3.00 Natural Gas 192,000 80% 111.19 5,869 6 Equipment-23 Public
Works 10.0 EER 10.1 CV 3.00 Natural
Gas 192,000 80% 111.19 5,869 6
Equipment-24 Public
Works 10.0 EER 10.1 CV 3.00 Natural
Gas 192,000 80% 111.19 5,869 6
Equipment-25 Community
Center 7.5 EER 9 CV 2.00 Natural
Gas 97,000 81% 94.33 12,025 55

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Post-Retrofit Variables:

Table 4.2.3.2 - Post-Retrofit Equipment Conditions
ID Building
Name
Cooling
Tons
/Unit
System
Efficiency
Rating
System
Efficiency
Value
Supply
Fan
Control
Fan
HP
Furnace
Type
Heating
Output
BTU or
Heating
Output
kW for
Electric
Gas
Furnace -
Thermal
Efficiency
%
PostRetrofit
Electric
Demand
(kWpost)
Post-Retrofit
Electric
Consumption
(kWhpost)
Post-Retrofit
Natural Gas
Consumption
(Thermspost)
Equipment-1 City Hall/
Library 2.0 SEER 15.0 VAV 0.3 Electric 1.95 N/A 47.85 2,711 0 Equipment-2 City Hall/
Library 3.0 SEER 15.0 VAV 0.5 Electric 2.93 N/A 71.85 4,071 0 Equipment-3 City Hall/
Library 10.0 IEER 22.0 VAV 5.0 Electric 9.92 N/A 245.79 12,898 0 Equipment-4 City Hall/
Library 10.0 IEER 22.0 VAV 5.0 Electric 9.92 N/A 118.85 13,363 0 Equipment-5 Bedwell Hall 2.0 SEER 15.0 VAV 0.3 Electric 1.95 N/A 24.42 1,761 0 Equipment-6 Bedwell Hall 4.0 SEER 15.0 VAV 0.8 Electric 3.91 N/A 49.32 4,456 0 Equipment-7 Bedwell Hall 5.0 SEER 15.0 VAV 1.0 Electric 4.75 N/A 60.98 4,620 0 Equipment-8 Bedwell Hall 5.0 SEER 15.0 VAV 1.0 Electric 4.75 N/A 60.98 4,620 0 Equipment-9 Bedwell Hall 7.5 IEER 22.5 VAV 3.0 Electric 6.62 N/A 79.62 8,193 0 Equipment-10 City Hall/
Library 2.0 SEER 15.0 VAV 0.5 Natural Gas 37,000 80% 18.65 2,335 28 Equipment-11 City Hall/
Library 2.0 SEER 15.0 VAV 0.5 Natural Gas 37,000 81% 18.65 2,335 28 Equipment-12 City Hall/
Library 3.0 SEER 16.0 VAV 0.8 Natural Gas 49,000 80% 26.09 2,632 39 Equipment-13 Community
Center 3.0 SEER 16.0 VAV 0.75 Natural Gas 49,000 80% 53.35 3,106 30

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ID Building
Name
Cooling
Tons
/Unit
System
Efficiency
Rating
System
Efficiency
Value
Supply
Fan
Control
Fan
HP
Furnace
Type
Heating
Output
BTU or
Heating
Output
kW for
Electric
Gas
Furnace -
Thermal
Efficiency
%
PostRetrofit
Electric
Demand
(kWpost)
Post-Retrofit
Electric
Consumption
(kWhpost)
Post-Retrofit
Natural Gas
Consumption
(Thermspost)
Equipment-14 Community
Center 3.0 SEER 16.1 VAV 0.36 Natural Gas 49,000 80% 86.84 3,481 44 Equipment-15 Community
Center 5.0 SEER 16.0 VAV 1.00 Natural Gas 73,000 80% 101.69 5,016 60 Equipment-16 Community
Center 7.5 IEER 13.8 VAV 1.24 Natural Gas 73,000 80% 118.31 6,606 75 Equipment-17 Community
Center 7.5 IEER 13.8 VAV 1.24 Natural Gas 73,000 80% 118.49 6,623 75 Equipment-18 Public Works 5.0 SEER 16.1 VAV 0.88 Natural Gas 49,000 80% 42.79 2,520 3
Equipment-19 Public Works 5.0 SEER 16.1 VAV 0.88 Natural Gas 49,000 80% 42.79 2,520 3
Equipment-20 Public Works 8.5 IEER 13.8 VAV 1.75 Natural Gas 73,000 80% 67.96 4,631 5
Equipment-21 Public Works 8.5 IEER 13.8 VAV 1.75 Natural Gas 73,000 80% 67.96 4,631 5
Equipment-22 Public Works 8.5 IEER 13.8 VAV 1.75 Natural Gas 73,000 80% 67.96 5,869 5
Equipment-23 Public Works 10.0 IEER 12.7 VAV 2.30 Natural Gas 89,000 80% 87.11 5,869 6
Equipment-24 Public Works 10.0 IEER 12.7 VAV 2.30 Natural Gas 89,000 80% 87.11 5,869 6
Equipment-25 Community
Center 7.5 IEER 13.8 VAV 1.33 Natural Gas 73,000 80% 59.51 12,025 58

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Savings Calculations:

Energy (kWh) Savings:
kWhs = kWhpre - kWhpost
Where:
kWhS = Annual electric savings
Energy (kW) Savings:
kWhs = kWpre - kWpost
Where:
kWhS = Annual demand savings
Energy (Therms) Savings:

ThermS = Thermpre - Thermpost
Where:

ThermS = Annual natural gas savings
Formulas for Cost Savings:
$S = (kWhS x $/kWh) +(kWS x $/kW) + ( ThermS x $/Therm) Where:
$S = Annual cost savings
$/kWh = Electricity unit cost per kWh as defined in Article 6 of this Exhibit C
$/kW = Demand units cost per kW as defined in Article 6 of this Exhibit C $/Therm = Natural gas units cost per therm as defined in Article 6 of this Exhibit C

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Economizer Controls
Location(s):

City Hall/Library, Bedwell Hall, Community Center/Clare Street Park, Public Works/Lugo Park
Overview:

Electric energy savings will result from using outdoor air for cooling instead of mechanical cooling when the temperature of the outdoor air is below the outdoor air set point. Verification of energy savings will be based on verification of manufacturer’s specification which includes economizer controls.

If the contracted baseline operation for this equipment, as established in Article 7 of this Exhibit C, is modified by the CLIENT and results in a loss of energy savings, the guaranteed savings for this FIM will be deemed achieved as if the contracted baseline was followed.

Pre-Retrofit Variables:

Table 4.2.4.1 - Pre-Retrofit Equipment Conditions

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ID Building
Name
Cooling
Tons
/Unit
System
Efficiency
Rating
System
Efficiency
Value
Supply
Fan
Control
Fan
HP
Economizer
(None/
Temperature)
Pre-Retrofit
Electric
Consumption
(kWhpre)
Equipment-1 City Hall/
Library 2.0 SEER 13.1 CV 0.13 None 4,056
Equipment-2 City Hall/
Library 3.0 SEER 13.0 CV 0.25 None 5,258
Equipment-3 City Hall/
Library 10.0 EER 10.1 CV 3.00 None 13,377
Equipment-4 City Hall/
Library 10.0 EER 10.1 CV 3.00 None 13,363
Equipment-5 Bedwell Hall 2.0 SEER 13.0 CV 0.13 None 1,761 Equipment-6 Bedwell Hall 4.0 SEER 13.0 CV 0.33 None 4,456 Equipment-7 Bedwell Hall 5.0 EER 11.0 CV 1.50 None 4,620 Equipment-8 Bedwell Hall 5.0 EER 11.0 CV 1.50 None 4,620 Equipment-9 Bedwell Hall 7.5 EER 10.1 CV 2.00 None 8,193 Equipment-10 City Hall/
Library 2.0 SEER 13.0 CV 0.50 None 2,335
Equipment-11 City Hall/
Library 2.0 SEER 13.0 CV 0.50 None 2,335
Equipment-12 City Hall/
Library 3.0 SEER 13.0 CV 0.25 None 2,632
Equipment-13 Community
Center 3.0 SEER 13.0 SAV 0.50 None 3,106
Equipment-14 Community
Center 3.0 SEER 13.0 CV 0.25 None 3,481
Equipment-15 Community
Center 5.0 EER 10.1 CV 1.50 None 5,016
Equipment-16 Community
Center 7.5 EER 8.9 CV 1.50 None 6,606
Equipment-17 Community
Center 7.5 EER 10.1 CV 2.00 None 6,623
Equipment-18 Public Works 5.0 EER 11.0 CV 1.50 None 2,520 Equipment-19 Public Works 5.0 EER 11.0 CV 1.50 None 2,520 Equipment-20 Public Works 8.5 EER 10.8 CV 3.63 None 4,631 Equipment-21 Public Works 8.5 EER 10.8 CV 3.63 None 4,631 Equipment-22 Public Works 10.0 EER 10.1 CV 3.00 None 5,869 Equipment-23 Public Works 10.0 EER 10.1 CV 3.00 None 5,869 Equipment-24 Public Works 10.0 EER 10.1 CV 3.00 None 5,869

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
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ID Building
Name
Cooling
Tons
/Unit
System
Efficiency
Rating
System
Efficiency
Value
Supply
Fan
Control
Fan
HP
Economizer
(None/
Temperature)
Pre-Retrofit
Electric
Consumption
(kWhpre)
Equipment-25 Community
Center 7.5 EER 10.1 CV 2.00 None 12,025
Post-Retrofit Variables:

Table 4.2.4.2 - Post-Retrofit Equipment Conditions
ID Building
Name
Cooling
Tons
/Unit
System
Efficiency
Rating
System
Efficiency
Value
Supply
Fan
Control
Fan
HP
Economizer
(None/
Temperature)
Post-Retrofit
Electric
Consumption
(kWhpost)
Equipment-1 City Hall/
Library 2.0 SEER 15.0 VAV 2.0 None 4,056
Equipment-2 City Hall/
Library 3.0 SEER 15.0 VAV 3.0 None 5,258
Equipment-3 City Hall/
Library 10.0 IEER 22.0 VAV 10.0 None 13,377
Equipment-4 City Hall/
Library 10.0 IEER 22.0 VAV 10.0 Temperature 8,278
Equipment-5 Bedwell Hall 2.0 SEER 15.0 VAV 2.0 None 1,939 Equipment-6 Bedwell Hall 4.0 SEER 15.0 VAV 4.0 None 3,914 Equipment-7 Bedwell Hall 5.0 SEER 15.0 VAV 5.0 Temperature 4,535 Equipment-8 Bedwell Hall 5.0 SEER 15.0 VAV 5.0 Temperature 4,535 Equipment-9 Bedwell Hall 7.5 IEER 22.5 VAV 7.5 None 6,869 Equipment-10 City Hall/
Library 2.0 SEER 15.0 VAV 2.0 None 1,660
Equipment-11 City Hall/
Library 2.0 SEER 15.0 VAV 2.0 None 1,660
Equipment-12 City Hall/
Library 3.0 SEER 16.0 VAV 3.0 None 2,231
Equipment-13 Community
Center 3.0 SEER 16.0 VAV 3.0 None 3,106
Equipment-14 Community
Center 3.0 SEER 16.1 VAV 3.0 None 3,378
Equipment-15 Community
Center 5.0 SEER 16.0 VAV 5.0 Temperature 4,589
Equipment-16 Community
Center 7.5 IEER 13.8 VAV 7.5 Temperature 6,053
Equipment-17 Community
Center 7.5 IEER 13.8 VAV 7.5 Temperature 6,068
Equipment-18 Public Works 5.0 SEER 16.1 VAV 5.0 Temperature 1,949 Equipment-19 Public Works 5.0 SEER 16.1 VAV 5.0 Temperature 1,949

Siemens Smart Infrastructure (SI)
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ID Building
Name
Cooling
Tons
/Unit
System
Efficiency
Rating
System
Efficiency
Value
Supply
Fan
Control
Fan
HP
Economizer
(None/
Temperature)
Post-Retrofit
Electric
Consumption
(kWhpost)
Equipment-20 Public Works 8.5 IEER 13.8 VAV 8.5 Temperature 3,112 Equipment-21 Public Works 8.5 IEER 13.8 VAV 8.5 Temperature 3,112 Equipment-22 Public Works 8.5 IEER 13.8 VAV 8.5 Temperature 3,112 Equipment-23 Public Works 10.0 IEER 12.7 VAV 10.0 Temperature 4,004 Equipment-24 Public Works 10.0 IEER 12.7 VAV 10.0 Temperature 4,004 Equipment-25 Community
Center 7.5 IEER 13.8 VAV 7.5 Temperature 6,128
Savings Calculations:

Energy (kWh) Savings:
kWhs = kWhpre - kWhpost
Where:
kWhS = Annual electric savings
Formulas for Cost Savings:
$S = (kWhS x $/kWh)
Where:
$S = Annual cost savings
$/kWh = Electricity unit cost per kWh as defined in Article 6 of this Exhibit C $/kW = Demand units cost per kW as defined in Article 6 of this Exhibit C $/Therm = Natural gas units cost per therm as defined in Article 6 of this Exhibit C

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Option B - Retrofit Isolation: All Parameter Measurement Solar Photovoltaic
Location(s):

City Hall, Community Center/Clare Street Park and Public Works/Lugo Park Description:

Electrical energy savings will be achieved by the production of electricity by the solar photovoltaic panels. Verification of these energy savings will be based on 15-minute trend intervals of actual electricity production (kWh) and solar insolation (kWh/m2).

There may be changes in the production of electricity for which a calculated adjustment is necessary. Actual production will be adjusted to reflect the average sunlight conditions used to establish the guarantee based on the overall efficiency with which sunlight is converted to electricity by the installed system. This conversion efficiency is known as the performance ratio and will be determined based on the contracted rated system power capacity (kW-dc) and continuous monitoring of generated electricity (kWh) and solar insolation (kWh/m2). Actual production is adjusted to average sunlight conditions because the power capacity of the installed array is guaranteed although availability of sunlight is not.

If Siemens is unable to obtain solar insolation (kWh/m2) data through the data acquisition system, Siemens reserves the right to utilize global horizontal irradiance data from Solargis (or equivalent) and convert it to plane of array to determine the adjusted actual production.

If the maintenance for the photovoltaic system, as established in Article 4 of Exhibit A, is terminated by the CLIENT, the guaranteed savings for this FIM will be deemed achieved.

The guaranteed savings for this FIM assumes SCE will, no later than completion of the FIM, approve the rate switch for the Public Works main meter, noted under 6.1.1B in Article 6.

Post-Retrofit Measurements\Calculations:

EAdj = PRact * GEXP * P
PRAct = E/(G * P)
Where:

EAdj = Monthly adjusted actual production (kWh)

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

PRAct = Actual monthly system performance ratio (%) reflecting overall sunlight to electricity conversion
GEXP = Total monthly expected solar insolation in the plane of array (kWh/m2), as per Table 4.3.#.#
P = Contracted rated system power capacity = [#] kWdc
E = Actual monthly production of solar array (kWh), measured continuously via Data Acquisition System
G = Monthly solar insolation (kWh/m2), measured continuously via Data Acquisition System
Table 4.3.1.1 - City Hall Monthly Insolation (GEXP), Monthly Performance Ratio, and Guaranteed Annual Performance Ratio for Annual Period 1 Month
Expected Monthly
Solar Insolation
(GEXP, kWh/m2)
Guaranteed System
Performance Ratio
(PR)
Annual Guaranteed
Performance Ratio
Degradation (%)
January 101.4 68.1%
.5%
February 100.3 69.8%
March 160.5 70.8%
April 192.5 71.8%
May 208.7 71.1%
June 196.7 70.9%
July 231.9 71.0%
August 209.4 70.4%
September 172.3 69.2%
October 137.9 67.7%
November 105.1 66.9%
December 84.4 66.3%
Total 1,901.1 69.9% .5%
Table 4.3.1.2 - City Hall Guaranteed Annual Performance Ratio and Electricity Generation (kWh) for each Annual Period
Year Annual Guaranteed
Performance Ratio (PR)
Expected Solar PV
System Electricity
Generation (kWh)
Annual Period 1 69.9% 76,456
Annual Period 2 69.6% 76,074
Annual Period 3 69.2% 75,694

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Table 4.3.1.3 - Lugo Park/Public Works Monthly Insolation (GEXP), Monthly Performance Ratio, and Guaranteed Annual Performance Ratio for Annual Period 1 Month
Expected Monthly
Solar Insolation
(GEXP, kWh/m2)
Guaranteed System
Performance Ratio
(PR)
Annual Guaranteed
Performance Ratio
Degradation (%)
January 119.6 76.1%

0.50%
February 113 78.0%
March 175.3 78.2%
April 203 77.9%
May 216.3 77.0%
June 204.5 76.5%
July 238.3 76.1%
August 221.4 76.1%
September 189.8 76.7%
October 154.6 76.9%
November 124.3 75.8%
December 100.8 74.4%
Total 2,060.9 76.7% 0.50%
Table 4.3.1.4 - Lugo Park/Public Works Guaranteed Annual Performance Ratio and Electricity Generation (kWh) for each Annual Period
Year Annual Guaranteed
Performance Ratio (PR)
Expected Solar PV
System Electricity
Generation (kWh)
Annual Period 1 76.7% 42,203
Annual Period 2 76.3% 41,992
Annual Period 3 75.9% 41,782
Table 4.3.1.5 - Community Center/Clara Park Monthly Insolation (GEXP), Monthly Performance Ratio, and Guaranteed Annual Performance Ratio for Annual Period 1 Month
Expected Monthly
Solar Insolation
(GEXP, kWh/m2)
Guaranteed System
Performance Ratio
(PR)
Annual Guaranteed
Performance Ratio
Degradation (%)
January 119.6 76.6%

0.50%
February 113 78.5%
March 175.3 77.0%
April 203 75.0%
May 216.3 74.3%
June 204.5 74.1%
July 238.3 73.8%
August 221.4 74.4%
September 189.8 75.9%
October 154.6 77.0%
November 124.3 76.1%
December 100.8 74.9%
Total 2,060.9 75.4% 0.50%

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Table 4.3.1.6 - Community Center/Clara Park Guaranteed Annual Performance Ratio and Electricity Generation (kWh) for each Annual Period
Year Annual Guaranteed
Performance Ratio (PR)
Expected Solar PV
System Electricity
Generation (kWh)
Annual Period 1 75.4% 65,254
Annual Period 2 75.0% 64,928
Annual Period 3 74.6% 64,603
Savings Calculations:

Electric Energy Savings (kWh/yr.):
kWhS = Σ{EAdj}summed for each month of the annual period Cost Savings ($/yr.):
$S = kWhS * $/kWh,x
Where:
kWhS = Annual electric savings (kWh/yr.)
$S = Annual cost savings
$/kWh = Contracted unit price for electricity at each location as per Article 6 of this Exhibit C

Restricted Use

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Option E - Stipulated-Energy/Utility Savings
Transformer Replacement
Location(s): City Hall and Bedwell Hall
Overview:

SIEMENS will replace four (4) existing low voltage transformers with four (4) new high efficiency transformers at the City Hall (3) and Bedwell Hall (1). Electric energy savings result from reduced energy losses associated with the transformers.

Pre-Retrofit Equipment Losses:

City Hall BasekWhpre,Loss,n = 13,157 kWh
Bedwell BasekWhpre,Loss,n = 6,837 kWh
Post-Retrofit Equipment Losses:

City Hall Post kWhpre,Loss,n = 1,929 kWh
Bedwell Post kWhpre,Loss,n = 1,067 kWh
Table 4.4.1.1 - Transformer Post-Retrofit Parameters
Location Proposed
Transformer
Size
(kVA)
Post-Retrofit
No Load
Losses, NLL (W)
Post-Retrofit
Full Load
Losses, FLL
(kW)
ON %
Loading
OFF %
Loading
City Hall E-Saver-80R 15 35 775 13% 4%
City Hall E-Saver-80R 25 57 674 9.8% 5%
City Hal E-Saver-80R 75 111 2,537 10.4% 5%
Bedwell Hall E-Saver-80R 75 111 2,537 10.4% 5%
Where:

NLL = Post-retrofit no load losses (kW), as per Table 4.4.1.1 FLL = Post-retrofit full load losses (kW), as per Table 4.4.1.1 ON% = Post-retrofit kW losses during on-peak loading for transformer ‘n’ OFF% = Post-retrofit kW losses during off-peak loading for transformer ‘n’

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Savings Calculations:

Electricity Savings (kWh/yr.):
kWhS = ∑ {(kWhpre,Loss,n - kWhpost,Loss,n)}for each transformer ‘n’ City Hall kWhS = 11,228
Bedwell kWhS = 5,770
Cost Savings ($/yr.):
$S = kWhS * $/kWhx
Where:
kWhS = Annual electric energy savings (kWh/yr.)
$S = Annual cost savings
$/kWh = Electric energy cost per kWh, as defined in Article 6 of this Exhibit C

Siemens Industry, Inc.

Why Siemens?
Why Siemens?

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Why Siemens?
Siemens Smart Infrastructure
Siemens is a global powerhouse focusing
on the areas of electrification, automation,
and digitalization. One of the world's
largest producers of energy-efficient,
resource-saving technologies, Siemens is a
leading supplier of systems for
infrastructure, energy, mobility, industrial
modernization, and medical solutions.

Siemens Smart Infrastructure Division (SI) is
shaping the market for intelligent, adaptive
infrastructure for today and the future. It
addresses the pressing challenges of
urbanization and climate change by connecting energy systems, buildings, and industries. SI provides customers with a comprehensive end-to-end portfolio from a single source - with products, systems, solutions, and services from generation all the way to consumption. With an increasingly digitalized ecosystem, it helps customers thrive and communities progress while contributing toward protecting the planet.
 Smart Grids + Smart Buildings = Smart Infrastructure
 Smart Infrastructure brings together energy systems - from the intelligent control across the grid to medium-voltage distribution system, through a broad range of low-voltage and control products, to the point of consumption - with Siemens’ broad portfolio of building technologies.
 At the point of connection between the grid and buildings - at the grid edge - there are exciting emergent markets including prosumption (producer/consumer who engages in production/consumption), electric vehicle infrastructure, energy storage and microgrids.  We will combine physical solutions and digitalization across the focus areas of electrification and automation.
 Siemens in the U.S. reported revenue
of $23.7B, including $5B in exports,
and employs approximately 50,000
people throughout all 50 states.
 Siemens has over 350 offices in U.S.
across the product and service
portfolio, making us a national as well
as a local partner, regardless of where
customer operations are sited.

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

 For the past 170 years, Siemens has been at the forefront of innovation and technology in the U.S. In just the past 15 years, Siemens has invested approximately $40B in the U.S., invests more than $1B a year in research and development, and spends over $50M annual to train its existing workforce.
 Siemens is using its global leadership in engineering and technology innovation to meet America’s toughest challenges. Siemens’ technical expertise, comprehensive portfolio and long-standing experience are helping to pioneer a sustainable future across the globe.

Our solutions enable America’s buildings to be more comfortable, secure, and environmentally friendly as well as less costly to operate.  As shown on the graph below, Siemens’ Moody’s A1 credit rating is the highest among major competitors in the energy services, performance-solutions industry. This means that not only will the taxpayers of City of Cudahy receive the best financing options available for this project, but their long-term investment will be protected by the strong financial integrity of Siemens. Compared to smaller ESCO’s and/or more regional competitors who have only recently entered this industry, Siemens’ 170-year track record in energy and energy related industries ensures a responsibly designed project and offers the security that Siemens will be around throughout the entire term of this project.

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

As an ESCO, Siemens has developed and constructed more than 1,200 guaranteed energy savings as performance contracts over the past 24 years and helped our customers realize more than $2B in energy savings. On average, our customers realize 107% of predicted savings and our shortfall payments to customers are less than 0.2% of the gross value of our savings guarantees.
 Under a single company umbrella, Siemens will guide you from the very planning stages of upgrading your energy infrastructure through design and implementation, wrapped with the most comprehensive suite of financing and asset ownership options in the market. Once the project is commissioned, we provide service and asset monitoring, including an expanding suite of our digital services, to both optimize asset performance, and reduce maintenance cost throughout the lifecycle.
 Siemens has earned the highest level of accreditation from the National Association of Energy Service Companies (NAESCO).
 Siemens offers its customers 24/7 technical support services and after-hours call handling and service dispatch from our local branch.

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Siemens is Recognized as a Leader Amongst Other ESCOs
Guidehouse (Navigant) ESCO Leaderboard (May 2020)
Quotes from the Navigant Report (May 2020)
“The company uses its legacy ESCO framework and new Siemens Smart Infrastructure consolidation to develop comprehensive customer energy solutions and an expanded scope of DES technology options. Siemens’ strategic approach is based on a reduce, produce, procure, delivery framework. “
“The company (Siemens) is well-positioned to expand financing and technology offerings to traditional ESPC customer segments given the scope of EaaS solutions that it offers. The company’s position in the Leaderboard is also supported by its ability to provide innovative and customized financing solutions through Siemens Financial Services, including building efficiency as a service, PPAs, and others.”

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Energy Solutions Financial Performance
 Siemens is a vertically integrated and comprehensive energy services provider. Our financial offerings are as comprehensive as our product portfolio and take care of individual customer needs: from designing a solution to financing energy assets, to managing and maintaining them over the project lifetime.  Siemens has executed more than $3B in performance contracts, the majority of which have been financed.
 Siemens is the only ESCO with its own Finance Division, Siemens Financial Services, which provides highly competitive rates and structural flexibility to our customers. This may allow us to offer funding structures unavailable to our competition.  Globally, Siemens is monitoring the performance of more than 50,000 buildings globally.  Siemens has negotiated tens of billions of dollars in energy supply contracts on behalf of our customers.

Energy Solutions Sales (Total U.S. EES Order Intake*):

Fiscal Year Sales ($ Million)
2001 $155
2002 $200
2003 $163
2004 $237
2005 $237
2006 $356
2007 $254
2008 $345
2009 $251
2010 $345
2011 $344
2012 $332
2013 $407
2014 $257
2015 $238
2016 $292
2017 $327
2018 $292
2019 $547
2020 $248
2021 $159

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Siemens Is Recognized in America For Innovation,
Technology, Sustainability &
Diversity
 Fortune World’s Most Admired
Companies 2020
 LGBTQ Corporate Quality Index 2020
 Forbes 2019 America’s Best Large
Employers
 Dow Jones Sustainability Index
 2019 HIRE Vets Medallion Award (Gold)
 U.S. Veterans Magazine Best of the Best 2020
 Fast Company World Changing Idea Awards
 Universum’s Top 50 Employer Award
 Forbes Best-In-State Employer (FL, IA, MA, NY,
TX)
 HBCU’s Top Supporters 2020
 Fast Company Best Workplaces for Innovators
 Forbes’ America’s Best Employers for New
Grads 2019
 #2 on 2019 Carbon Clean 200
 Fortune’s Global 500 List
 The 15 Coolest Industrial IoT Companies (CRN)
 Forbes Best Employer for Diversity 2020
 The Transformation 20: Top Global Companies
Leading Strategic Transformations
 IPO’s Top 300 Organizations
 Global 100 World’s Most Sustainable Corp

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

Organizations and Memberships
SI is an active member in several leading industry associations at a national and/or local level, including:
 Accredited through the National Association of Energy Services Companies (NAESCO)  United States Green Building Council (USGBC)
 ENERGY STAR Partner
 Clinton Climate Initiative C40 Large Building Retrofit Program  Alliance to Save Energy (ASE)
 National Leadership Circle Partner with the Building Owner’s and Manager’s Association (BOMA)
 The Green Grid
Data Centers
 AFCOM
 7x24 Exchange
Higher Education
 National Association of College and University Business Officials (NACUBO)  Association of Physical Plant Administrators (APPA)
 Second Nature
 International District Energy Association (IDEA)
State and Local Government
 United States Conference of Mayors (U.S. CoM)
 International City/County Management Association
 Community Leaders of America (Republican Mayors)
 Democratic Governors Association
 National Conference of State Legislatures
 Republican Governors Association
 Smart Cities Council
 STAR Communities
 US Sustainability Directors Network (USDN)
 Resilient Cities 100

Siemens Smart Infrastructure (SI)
Energy and Performance Services (EPS)
Restricted Use

 Alliance for Innovation
K-12 Schools
 National School Boards Association (NSBA)
 Association of School Business Officials (ASBO)
Healthcare
 American Society for Healthcare Engineering (ASHE)
 Healthy Energy in Healthcare Coalition
 Healthcare Financial Management Association
 Health Information Management Systems Society

Siemens Industry, Inc.
6141 Katella Ave.

Cypress, CA 90630
Ernest Kim
(714) 425-7140
[email protected]

RESOLUTION NO. 22-49

A RESOLUTION OF THE CITY OF CUDAHY

CALIFORNIA, APPROVING AN APPROPRIATION FOR

ITS CITY-WIDE ENERGY EFFICIENCY FACILITIES
MODERNIZATION PROJECT FOR FISCAL YEAR 2022-
2023
WHEREAS, the City-Wide Energy Efficiency Facilities Modernization Project is crucial to offsetting rising energy and operating costs through energy savings as well as completing two major projects identified in the City’s Capital Improvement Plan; and WHEREAS, on November 2, 2021, City Council authorized the city manager to execute a letter of intent with Siemens Industry, Inc. (Siemens) to proceed with the detailed study of the Renewable and Energy Efficiency Program; and
WHEREAS, on June 7, 2022, the City Council adopted Resolution No. 22-31 Fiscal Year 2022-2023 City’s Budget.

WHEREAS, on August 1, 2022, Siemens provided its Investment Grade Audit Detailed Study Report to City staff; and
WHEREAS, on August 16, 2022, the City Council is being recommended to approve an agreement with Siemens to fund a City-Wide Energy Efficiency Facilities Modernization Project for Fiscal year 2022-2023; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cudahy, California, as follows:

SECTION 1. The City Council hereby approves an appropriation in the amount Not to Exceed of six million five hundred thousand ($6.5 million) dollars to fund a City-Wide Energy Efficiency Facilities Modernization Project for Fiscal year 2022-2023. $5.1 million will be financed through tax exempt lease financing. Approximately $1.4 million of (one-time) reimbursed ARPA funds will be used to cover the difference between the total project cost and total amount financed.

SECTION 2. This Resolution shall take effect immediately upon its adoption by the City Council and the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at its regular meeting on this 16th day of August 2022.

Attachment C Page 226 of 391 Page 278 of 507
Resolution No. 22-XX

Elizabeth Alcantar
Mayor
ATTEST:

Richard Iglesias, CMC
City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Resolution No. 22-49 was passed and adopted by the City Council of the City of Cudahy at a regular meeting held on the 16th day of August, 2022 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Seal of the City of Cudahy, this 16 day of August, 2022.
_______________________________________
Richard Iglesias, CMC
City Clerk

Attachment D Page 228 of 391 Page 280 of 507

1 SIEMENS ASSET MAINTENANCE SERVICES

PROGRAM
for the City of Cudahy
Date: August 16th, 2022
Attachment E Page 230 of 391 Page 282 of 507
2 Property Notice
The contents of this document are property of Siemens Industry, Inc. (“Siemens”), its affiliates, and respective customers. It is submitted to CUSTOMER, to evaluate the desirability of contracting Siemens to collaborate with CUSTOMER, in managing and maintaining the Solar PV systems located at the City of Cudahy. Siemens’ pricing information contained on page 14 herein is deemed to be confidential and proprietary.

If you have any questions, please contact Luis Barroso, [email protected].

3 Contents
Cover Letter 4
Introduction 5
Company Information 6
Service Capabilities 8
Customer Support 10
Assumptions 12
Pricing 14
Signature Page 15
Appendices 16

4 Cover Letter
Date 8/16/2022
Alfonso Noyola - City Manager
City of Cudahy
5220 Santa Ana St., Cudahy, CA 90201
Siemens Industry, Inc., through its Regional Solutions & Services Americas Business Unit, (‘Siemens”) is excited to submit this offer in light with the identified needs of the three solar arrays. In line with market best practices, we are planning one (1) planned site visit per year to ensure the early detection of any possible technical issues and the mitigation of operational risks.

As experts in the entire electrification and energy conversion chain, generating and/or delivering more than onethird of all the electricity produced in the US, as well as in the management and service of Distributed Energy Resources including assets like solar PV, storage, internal combustion engines and microgrids, Siemens is extremely well positioned to become partner of choice on this and future projects.

Respectfully,
Name: Luis Barroso
Title: Asset Management & Service
Address: 9225 Bee Cave Rd, Austin TX
Mobile: +1 737 701-0335

5 Introduction

SMART ENERGY EXPERIENCE AND CAPABILITIES
Founded over 170 years ago, Siemens, through its global affiliates, is a global powerhouse focusing on the areas of electrification, automation, and digitalization. One of the world's largest producers of energy-efficient, resourcesaving technologies, Siemens is a leading supplier of systems for energy management and power generation, and advanced transportation solutions. Siemens in the U.S. reported revenue of $23.7 billion, including $5.0 billion in exports, and employs approximately 50,000 people throughout all 50 states.

Siemens has over 350 offices in US across the product and service portfolio, making us a national as well as a local partner, regardless of where customer operations are sited.

On behalf of our customers, Siemens has successfully:
• Managed, executed and commissioned 3,000 projects in the past 15 years. • Provided over $3 billion in energy and operational savings while effectively providing over 700,000 tons of CO2 emissions reductions for our valued customers.
• Deployed 21 GWs of wind and over 1.6 GWs of solar PV. • The world’s largest provider of renewable + storage solutions (Fluence joint venture) • Developed industry leading technologies for micro-gird controllers/ demand response/ peak shaving/eMobility
• Given low lifecycle costs and an excellent return on investment to our customers • Delivered technology that delivers high efficiency and outstanding reliability while maintaining a small footprint
As experts in the entire electrification and energy conversion chain, Siemens generates or delivers more than onethird of all the electricity produced in the US and is leading the energy sector in the complexities of moving to distributed generation and optimized integration of renewables.

Siemens, itself and through its affiliated companies, offers one of the broadest portfolios of generation assets in the market, including: solar photovoltaic and concentrated solar power, wind, gas turbines, steam turbines and power conversion systems for electric energy storage. Siemens also has control systems with the ability to aggregate and economically optimize the dispatch of distributed generation resources for both electricity and heat production.

Siemens takes a broad view of microgrid infrastructure and includes the generation, distribution, and consumption of electricity. Siemens can leverage its entire portfolio to tackle challenges of the system.

6 Company Information
Company Information
Company Name Siemens Industry, Inc
Company Headquarters Address Siemens Industry, Inc. 1000 Deerfield Parkway, Buffalo Grove, IL 60089
Company Main Phone Number (800) 877-7545
Company Website www.usa.siemens.com
Year Founded Over 170 years. The founding company of Siemens Industry, Inc. was started in 1891.

Sales Point of Contact
Full Name Ernest Kim
Title Account Manager
Phone number (714) 425-7140
Email address [email protected]
Technical Point of Contact
Full Name Luis Barroso
Title Asset Management & Service
Phone number +1 (737) 701-0335
Email address [email protected]

7 COMPANY BIOGRAPHY
Siemens has a long history of implementing energy projects that provide energy and operational savings as well as CO2 emissions reductions for our valued customers. In the last 15 years Siemens has managed, executed, and commissioned over 3,000 projects representing in excess of $3 billion in guaranteed savings. Additionally, Siemens has deployed over 1.6 GW of solar PV and supported microgrid projects in 16 countries.

Also, part of the Siemens “ecosystem”, Siemens established a new team, aimed to cover the end to end lifecycle of DER assets, from design to decommission, the Distributed Energy Systems (“DES”) team. This global and regional organization is structured to focus the capabilities and resources of Siemens on providing our customers the most advanced and comprehensive DES
solution set. Onsite power generation including Solar PV and cogeneration, energy storage and microgrid controls are the foundation for distributed energy. DES is the opportunity resulting from the shift away from a centralized to decentralized electrical grid. A wider uptake of DES can also deliver significant economic, social and environmental co-benefits through better system resilience and efficiency, including lower cost grid balancing, reduced greenhouse gas emissions and affordable extension of grids to unconnected communities.

Siemens DES approach is designed to be industry leading in both breadth and depth. In addition to our portfolio of technologies (as illustrated to the right) across generation, transmission, storage, control and optimization, Siemens provides the expertise to support our customers DES objectives by providing:
• Consulting services
• Project development
• Construction management
• Energy management
• Financing solutions (including energy savings performance contracting) • Asset ownership models (via solar PPA1 or generation DBOOM2 structures) • Operations and maintenance
• Asset Management
Our mission is simple: provide solutions that enable our customers to implement, run, and optimize distributed energy systems that meet their specific goals. We understand that every customer will have their unique set of challenges and objectives. We bring to the table expertise from across the energy spectrum to address these and provide a customized solution.
1 PPA – power purchase agreement 2 DBOOM – Siemens roles includes design, build, own, operate and maintain

8 Siemens will deploy a highly qualified and experienced “core” project team to service the three CUSTOMER Solar PV installations. Additionally, the Siemens team will engage, on an on-demand basis, local experts in Solar PV for quick response.

Having the benefit of talented staff, supported by unparalleled global resources, Siemens has the strongest talent pool within the industry and a minimal turnover record when compared to industry averages.

In addition to adequate staffing levels, our teams utilize company-supported platforms for systems, processes and procedures that are used in the development, implementation and management of projects. Since all teams use the same tools and processes, Siemens can support a project and maintain a consistent deliverable throughout the term of the project.

Siemens tenured professionals assigned to the project team will have provided expertise to numerous local and national projects. This team of business managers, engineers and project managers has implemented some of the most successful and innovative projects in the country.

Service Capabilities
Siemens has been providing Operation & Maintenance (O&M) services for solar power plants for more than 20 years. We have installed more than 1.6 GWs of PV globally. Siemens has hundreds of assets under management although we don’t keep a rolling tab on the exact number of systems or MWs because of the total breadth of the organization. In doing so, we have leveraged extensive corporate experience, infrastructure, and processing in serving a broad range of complex, conventional and renewable power plants globally. Our O&M solar services

9 experience has allowed us to develop maintenance friendly products, best matching solutions and diagnostic technologies that minimize plant downtimes and maximize energy yield.

Implementing an effective digital service
strategy around a solar PV installation is
critical to provide visibility into ongoing
performance, cost-efficiently operating and
maintaining the solar PV, and ensuring
performance outcomes for the stakeholders.

Siemens operates a digital service center in
Austin, TX is interconnected to our distributed energy projects, employs over 200 people, and monitors over 40,000 connections. Digitalization is foundational to our asset management approach supporting intelligent decision making and predictive, not reactive, maintenance practices. We work with our customers to design a custom suite of digital services that include monitoring, remote, and cloud-based analytical services designed to meet the individual objectives of each customer.

This asset management strategy will be supported by our local field service network, with in-house and 3rd party partners. This responsive workforce is:
• On-call 24/7 to respond immediately and help get your systems up and running • Fully-trained, certified specialists that safely maintain electrical systems and components • Knowledgeable of key standards including IEEE, ANSI, NEC and OSHA Remote Services
Monitoring Services Data Driven Services
Performance Assurance Services
Action
Remote resolution;
Your Time / Your Money
Analyze
Apply advanced analytics;
create new insights
Assure
Validate performance;
ensure persistence of savings
Alert
Alarm management;
24/7/365

10 Customer Support
24/7 support for daily Asset Management and O&M activities will be provided through Siemens Customer Service Center, based out of Dallas, TX. Contact at:
[email protected]
or
(844) 280-8292.

SERVICE SOLUTIONS
Inspection and General Maintenance Services
Siemens qualified technicians will provide on-site inspection and general maintenance services for all system components installed and commissioned as part of the Solar PV. This service includes annual on-site inspections for all components of the system and verification that all connections are secure and operational.

System inspections will be performed once in a 12-month period. Throughout the year, our technicians will be onsite or remotely connected to the system to monitor system uptime.

WARRANTY MANAGEMENT SERVICES
Siemens will facilitate the “return merchandise authorization” (RMA) process, on behalf of the asset owner, and coordinate replacement of the failed component with the replacement provided by the manufacturer. Costs associated with the administration of this process are included in the maintenance program, see Appendix B for additional services.

REMOTE MONITORING /TROUBLESHOOTING SERVICES
This service is done remotely using a monitoring software system and a 24/7 Remote Operations Center (ROC) located in Dallas, TX.

Normally, in Fault Management (Incident Management), several roles and support levels interact:
• With the help of monitoring of alarms the ROC detects a fault. SIEMENS shall be responsible for opening a “ticket” and coordinate the various actions of troubleshooting. SIEMENS will collect as much information and diagnostics as possible to establish initial documentation, categorize the issue and potentially resolve it remotely (for example, by rebooting the communication systems remotely). This represents 1st level Support. The incident is then tracked until resolved.
• If this doesn’t resolve the issue or the fault cannot be categorized with a predetermined resolution, the ROC agent may call a field technician. The agent will try to analyze and resolve the fault on-site. The agent may contact the failed component supplier’s hotline to help with the diagnosis. • If the resolution of an incident requires special expertise or access, ROC agent might need to contact experts (in-house, suppliers or third party’s experts). • When the fault is resolved, the ROC closes the ticket.

PREVENTATIVE MAINTENANCE SERVICES

11 Siemens’ technicians, and/or field service partners, will provide preventative maintenance in accordance with Appendix A – Preventative Maintenance Plan which includes one (1) site visit per year.

CORRECTIVE MAINTENANCE SERVICES
Corrective maintenance, also referred to as unplanned, might be delivered (if possible) remotely, e.g. resetting inverter unit, or on site, e.g. replacing fuses or other components. In any case, these services shall be charged on a T&M basis according to the Appendix B– Additional Services.

ADDITIONAL SERVICES
Additional services such as module washing, or landscaping are not covered within the scope of this offer but costs for this service can be provided upon request.

SPARE PARTS
To maximize uptime, Siemens will suggest a list of components to the asset owner to make available to the O&M team. These spare parts would be an additional cost, and are not included.

12 Assumptions
For the delivery of the services described on this offer we assume:
• Access to internet, complying with market’s cybersecurity protection standards, is available:
• -24/7 access to the solar PV facility
• -On demand, on-site support to perform a basic visual survey (enabling remote troubleshooting) Basic virtual training (1 hour) to personnel on the remote monitoring tool. i. 24/7 Helpdesk
Support team available via email or telephone
The following items services are NOT included under the scope of the offer:
i. Spare parts or equipment: This offer does not include any supply of spare parts, equipment, or consumables.
ii. Labor for corrective maintenance or major equipment replacement In the event of a failure, any labor costs associated with the repair and/or removal and replacement will be charged at the current Time and Material (“T&M”) rates. If applicable, material replacement costs will be supported by the manufacturer warranty (subject to the manufacturer’s warranty terms) and all administrative costs for Siemens to process the RMA request are supported under this maintenance program. iii. Network Infrastructure
Labor and/or material costs associated with the maintenance and repair of the internet, wireless, Ethernet, communications and IT infrastructure will be charged at the current T&M rates. iv. Electrical Infrastructure
Labor and/or material costs associated with the maintenance and repair of the electrical infrastructure supporting the Solar PV will be charged at the current T&M rates.
v. General site maintenance
PV module washing, snow removal, road maintenance, vegetation abatement is excluded from scope. Upon request, Siemens can present a solution with a service partner, knowing that applicable terms and conditions are described on Appendix B – Additional Services
vi. On-site Operation or Energy Management
Siemens will not have any on-site operational team but rather dispatch teams according to the terms of this proposal.
vii. Specialized tools

13 Any pricing for equipment replacements includes only electrician / technician and does not include any specialized equipment (e.g., RS485 connector, rental equipment) that might be necessary above and beyond standard tools. viii. Rental Equipment
Any lifting, e.g., cranes or forklifts, required to deliver any services covered by this proposal. ix. Site-specific certification and/or trainings
Any technician training or certification required, specifically for this site. If necessary, it shall be charged on a T&M basis according to the conditions described above.

14 Pricing
Siemens inspection and general maintenance services, the warranty management services, the preventative maintenance services, and the remote monitoring/troubleshooting services referred to above is priced as follows.

These amounts are due and payable as set forth in Exhibit B of the.

The fee will be charged yearly and will escalate at a rate of 5.5% per year over the term of the agreement as described in the table below. The table below reflects the escalation plus the variation in maintenance requirement annually. Periodic increase reflects changes in preventative maintenance task required by the manufacturer.

Table 1 - 15-year Payment Schedule
Year Amount
1 $ 17,906.22
2 $ 18,501.15
3 $ 26,094.33
4 $ 20,592.24
5 $ 21,724.82
6 $ 30,641.05
7 $ 26,251.87
8 $ 25,510.18
9 $ 35,979.99
10 $ 28,991.86
11 $ 32,823.65
12 $ 42,249.19
13 $ 33,340.78
14 $ 38,188.05
15 $ 49,610.74
* As the CITY has requested, sales tax at the current LA County rate of 10.25% has been included; however, if the actual sales tax applicable to this project increases before it is due or paid, the sales tax will be adjusted accordingly.

15 Signature Page
Siemens Maintenance Services Program proposal is contingent upon receipt and assessment of all technical documentation of the system in order to validate the assumptions considered, and the acceptance by the Customer of this Proposal and the Terms and Conditions concurrently with the signing of the PCA (defined below).

The Customer acknowledges that, while this Maintenance Services Program is referenced in Article 13 of the Performance Contracting Agreement (“PCA”), when this proposal is approved by the Customer and accepted by Siemens Industry, Inc., this Proposal and the Terms and Conditions in Appendix C attached hereto (together with any other documents expressly incorporated herein) shall constitute the entire agreement of the parties with respect to its subject matter.

BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS, THAT SIEMENS INDUSTRY, INC. OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR

REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE CUSTOMER.

Proposal accepted by: Proposal submitted by:

City of Cudahy Siemens Industry, Inc.
_____________________________ _____________________________ Signature Date Signature Date
P.O.#________________________
Customer purchase order included as an attachment to this agreement and will be referenced on invoices.

Or
Customer purchase order not required. Invoices will be
approved and processed with signature of authorized
customer representative.

Accepted by Siemens Manager
Signature:_________________________
Title:_________________________
Date:_________________________

16 Appendices

17 APPENDIX A: PREVENTATIVE MAINTENANCE PLAN
Structure inspection - Roof Top QTY per year
Visual inspection 1
Fastener torque check (10%) 1
Grounding check (visual) 1
Connectors (visual) 1
All other manufacturer recommended maintenance 1
Structure inspection - Canopy
Inspect rack and structure integrity 1
Spot check bolted connections and pile movement 1
Inspect drive piles for damage, wear, and degradation 1 All other manufacturer recommended maintenance 1
Module inspection
Inspect rack and structure integrity 1
Inspect drive piles for damage, wear, and degradation 1 Spot check bolted connections and pile movement 1
All other manufacturer recommended maintenance 1
Inverters
IR Images 1
100% torque check of electrical terminations 1
Filter cleaning or replacement if needed*** 1
Record and clear all faults at HMI screen 1
Inspect and seal inverter penetrations 1
Inspect and clean inverter fan 1

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Verify ground fault monitor 1
Check surge suppressors 1
Check and replace fuses if needed*** 1
Measure and record phase to phase voltages and currents 1 All other manufacturer recommended maintenance 1
DC Combiner (performed at inverter level if no DC combiners are on site) IR images 1
Torque check (100%) 1
Check surge suppressors 1
Check and replace fuses if needed*** 1
VOC string testing (rotating 20%) 1
ISC string testing (rotating 20%) 1
All other manufacturer recommended maintenance 1
AC Combiner
IR images 1
Torque check (100%) 1
Check surge suppressors 1
Check and replace fuses if needed*** 1
All other manufacturer recommended maintenance 1
Weather station/DAS
Clean pyranometer 1
Lubricate wind sensor 1
Verify sensor calibration 1
Update firmware if needed 1
All other manufacturer recommended maintenance 1
Other
Visual inspection of DC conduit entry points 1
Visual inspection of foundations 1
Visual inspection of fencing 1
Visual inspection of ground erosion 1
Spare part inventory (on site)
Visual inspect DC wires forsigns of fraying and proper wire management 1 1
Meter verification 1
Reporting As Needed
Administrative
Manufacturer warranty management On going
Management of all subcontractors On going
Maintain maintenance log On going

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APPENDIX B – ADDITIONAL SERVICES
For Additional Operations and Maintenance Services, Siemens shall invoice for the following costs incurred as follows:

Standard Labor Wage Rates (per hour)
Senior Engineer / Subject Matter Expert $250
Project Manager $213
Electrician / Technician $200
Energy Asset Manager $180
Service Engineer $172
Service Coordinator $120
Administrator $75
All rates described above are subject to an escalation of three percent (3%) applied each October 1st during the term of this Agreement.

Overtime is Standard Time x 1.5 and Double-time is Standard Time at x 2.0.

Siemens applies a 18% markup for services provided by subcontractors.

OUT OF SCOPE WORK
Module Cleaning
Module washing As Needed
Snow Removal As Needed
Landscaping
Vegetation Abatement As Needed
Pest Control As Needed
Instrument calibration
Meter As Needed
Reference Cell 36 months
Weather station
Medium/High Voltage
Substation maintenance As Needed
Other equipment As Needed
Site Maintenance
Road Maintenance As Needed
Fence repair As Needed

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APPENDIX C – TERMS AND CONDITIONS
Please refer to the following url:

Terms & Conditions
or for the Terms and Conditions that apply to the Maintenance Services Program see below

STANDARD TERMS AND CONDITIONS OF SALE FOR SERVICES

1. APPLICABLE TERMS. Buyer in these Terms and Conditions shall have the same meaning as Client under the PCA and Customer in the Proposal to which these Terms and Conditions are attached. This Agreement governs the sale and performance of services provided by Siemens (“Services”). The Standard Terms Addenda, these terms, any other applicable addenda, Siemens’ proposal, price quote, purchase order or acknowledgement issued by Siemens form the parties’ final agreement (“Agreement”). In the event of any ambiguity or conflict between these documents, precedence shall apply in accordance with the order written in the previous sentence. Siemens’ proposal, offer or acceptance is conditioned on Buyer's acceptance of this Agreement. Any additional or conflicting terms in Buyer’s request for proposal, specifications, purchase order or any other written or oral communication are not binding on Siemens unless separately signed by Siemens. Siemens’ failure to object to Buyer’s additional or conflicting terms does not operate as a waiver of the terms contained in this Agreement.

2. PRICING & PAYMENT. Prices and payment terms are: (i) as stated in Siemens’ proposal, or if none are stated; (ii) Siemens’ standard rates in effect when Siemens receives Buyer’s purchase order; or if neither (i) nor (ii) apply, then Siemens’ standard rates in effect when the Services are performed. (a) Payment - Unless stated in Siemens’ proposal, all payments are due net thirty (30) days from the invoice date in United States Dollars.
(b) Credit Approval - All orders are subject to credit approval by Siemens. Siemens may modify, suspend or withdraw the credit amount or payment terms at any time. If there is doubt as to Buyer’s financial condition, Siemens may withhold performance of Services, require cash payments or advance payments, or require other satisfactory financial security before performance of Services.
(c) Taxes - Unless stated in writing by Siemens, Siemens’ rates exclude charges for taxes, excises, fees, duties, tariffs charged on the importation of goods into the United States, or other government charges related to the Services. Buyer will pay these amounts or reimburse Siemens. If Buyer claims a tax or other exemption or direct payment permit, Buyer will provide a valid exemption certificate or permit and indemnify, defend and hold Siemens harmless from any taxes, costs and penalties arising from same. Increases, changes (including in application), adjustments or surcharges which may be incurred are for Buyer’s account.
(d) Late Payments– Late payments shall bear interest at an annual percentage rate of twelve percent (12%) or the highest rate allowed by law, whichever is lower.
(e) Disputed Invoice - If Buyer disputes all or any portion of an invoice, it must first deliver written notice to Siemens of the disputed amount and the basis for the dispute within twenty-one (21) days of receiving the invoice. Failure of Buyer to timely notify Siemens of any dispute constitutes a waiver of Buyer’s claim. If Buyer only disputes a portion of the invoice Buyer must pay the undisputed portion in accordance with Article 2(a). Upon resolution of the dispute in favor of Siemens, Buyer must pay the invoice or the remainder of the invoice, plus any accrued interest on the late payment. (f) Suspension/Termination Right - Siemens may suspend Services if an undisputed invoice is more than fifteen (15) days past due. Siemens may terminate this Agreement if an undisputed invoice is more than thirty (30) days past due. Unless otherwise prohibited by law, Siemens may also terminate this Agreement immediately in the event of a material adverse change in the Buyer’s financial condition, including, but not limited to bankruptcy, insolvency, or liquidation.

3. RISK OF LOSS AND SCHEDULE. Services shall be performed at the location identified in the Agreement (“Site”). Risk of loss of or damage to Buyer’s equipment, including “Equipment” (equipment, materials, components and items of any kind for which Siemens is to provide Services under the Agreement), shall remain with Buyer at all times during the performance of the Services hereunder. If Buyer procures or has procured property damage insurance

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applicable to occurrences at the Site, Buyer shall obtain a waiver by the insurers of all subrogation rights against Siemens.

Any performance or completion dates are estimated dates only. Siemens is not liable for any loss or expense incurred by Buyer or Buyer's customers if Siemens fails to meet any such dates.

4. CANCELLATION. Except for Siemens right to terminate in accordance with Article 2 and Article 4, this Agreement is non-cancellable during the Initial Term. Thereafter, either party may terminate this Agreement effective at the end of the Initial Term or at the end of a renewal period by giving the other party at least sixty (60) days prior written

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notice of its intent to cancel the Agreement. Either party may terminate this Agreement for material breach of the other party, provided that the breaching party has not remedied the breach or commenced to cure the breach within a reasonable period, having due regard to the nature of the breach..

5. FORCE MAJEURE / DELAYS. If either party is unable to perform or suffers delay in performance, due to any cause beyond its reasonable control (regardless of whether the cause was foreseeable), including without limitation acts of God, inclement or unusually severe weather conditions, strikes, labor shortage or disturbance, fire, accident, war or civil disturbance, delays of carriers, cyber-attacks, terrorist attacks, failure of normal sources of supply, or acts or inaction of government, the time of performance will be extended by a period equal to the length of time it takes to overcome the effect of the event. In addition, Siemens shall be entitled to be compensated by Buyer for reasonable and direct additional costs incurred during such event. Siemens will notify Buyer within a reasonable time after becoming aware of any such event. If there are force majeure delays exceeding 180 days in the aggregate, Siemens may terminate the Agreement.

For the avoidance of doubt, failure to pay shall not constitute a force majeure delay.

6. BUYER’S REQUIREMENTS. Siemens’ performance is contingent upon Buyer timely complying with and fulfilling all of its obligations under this Agreement. These obligations include the Buyer supplying all necessary access to Equipment, where applicable, and all required “Third Party Parts” (parts, components, equipment or materials provided by Buyer or that exist in the Equipment which were not manufactured or supplied by Siemens or which were originally supplied by Siemens and subsequently repaired, serviced or otherwise altered by any party not affiliated with Siemens), documents, permits and approvals needed for Siemens to perform including, but not limited to, accurate technical information and data, drawing and document approvals, and all necessary commercial documentation. Buyer shall provide access to the Site as reasonably required by Siemens for the performance of the Services. Siemens may request a change order for an equitable adjustment in prices and times for performance, as well as to adjust for any additional costs or any delay resulting from the failure of Buyer, Buyer’s contractors, successors or assigns to meet these obligations or any other obligations in this Agreement.

Buyer shall also maintain the Site in a safe condition, notify Siemens promptly of any site conditions requiring special care, and provide Siemens with any available documents describing the quantity, nature, location and extent of such conditions, including any Material Safety Data Sheets (MSDS) related to all hazardous materials at the Site which may impact the Services.

7. INDEMNITY. Siemens and Buyer (each as an “Indemnitor”) shall indemnify, hold harmless and defend the other (“Indemnitee”) from and against all third party claims alleging bodily injury, death or damage to a third party’s tangible property, but only to the extent caused by the Indemnitor or its subcontractor’s negligent acts or omissions. If the injury or damage is caused by the parties’ joint or contributory negligence, the loss and/or expenses shall be borne by each party in proportion to its degree of negligence. No part of Buyer’s Site or property of Buyer (or Site Owner) is considered third party property.

Indemnitee shall provide the Indemnitor with prompt written notice of any third party claims covered by this Article. Indemnitor has the unrestricted right to select and hire counsel, and the exclusive right to conduct the legal defense and/or settle the claim on the Indemnitee’s behalf. Indemnitee shall not make any admission(s) which might be prejudicial to Indemnitor and shall not enter into a settlement without the express permission of Indemnitor.

8. WARRANTY. (a) Siemens warrants that it will perform the Services in a professional and workmanlike manner. If the Services fail to meet the warranty standards set forth in this Article 8(a) within ninety (90) days from completion of the Services (“Warranty Period”), and Buyer promptly reports such non-conformance to Siemens during the above mentioned Warranty Period, Siemens shall at its own expense re-perform the relevant Services or, in Siemens’ sole discretion, refund Buyer the pro rata portion of the fees paid to Siemens under this Agreement allocable to the nonconforming Services (the “Warranty”).
(b) Conditions to the Warranties. The Warranties are conditioned on: (i) no repairs, modifications or alterations being made to the Equipment” other than by Siemens or its authorized representatives; (ii) Buyer handling, using, storing, installing, operating and maintaining the Equipment in compliance with any parameters or instructions in any specifications attached to, or incorporated into this Agreement, (iii) or in the absence of such conditions, parameters or instructions or to the extent not applicable, in accordance with the generally accepted industry standards applicable in the

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locale where the Services are being performed and having regard to the nature of the Services; (iv) Buyer discontinuing use of the Equipment after it has, or should have had knowledge of any defect in the Equipment; (v) Buyer providing Siemens with reasonable access to operating and maintenance data as requested by Siemens, (which may include secure broadband connection). Without expense to Siemens, Buyer shall provide to Siemens and Siemens’ subcontractors and their respective employees and agents on a twenty four (24) hours a day, seven (7) days a week basis, access to the Site, and each unit, including rights of way and easements required for safe access of such persons and equipment, as well as, to the extent applicable, online access to the Site, including to an installed remote monitoring system and to all units, as necessary to permit Siemens to perform the Services.; (vi) Equipment not having been subjected to accident (including force majeure), alteration, abuse or misuse; and (vii) Buyer not being in default of any payment obligation. Buyer shall provide, without cost to Siemens, access to the nonconformity by disassembling, removing, replacing and reinstalling any Equipment, materials or structures to the extent necessary to permit Siemens to perform its warranty obligations. (c) Exclusions from Warranty Coverage. The Warranties do not apply to any Third Party Parts or Equipment or to services not performed by Siemens pursuant to this Agreement. Siemens will have no liability to Buyer under any legal theory for such Third Party Parts, Equipment, services or any related assignment of warranties. (d) Warranty Notice. Buyer must provide written notice of any claims for breach of Warranty within the applicable Warranty Period. Additionally, absent written notice within the Warranty Period, any use of the Equipment after expiration of the Warranty Period is conclusive evidence that the Warranties have been satisfied. (e) Remedies. Buyer's sole and exclusive remedies for breach of the Warranties are limited, at Siemens' discretion, to re-performance of the non-conforming portion of the Services, within a reasonable time period, or refund of all or part of the purchase price. The warranty on re-performed Services is limited to the remainder of the original Warranty Period.

Unless Siemens agrees otherwise in writing, Buyer will be responsible for any costs associated with: (i) transportation to and from the Siemens factory or repair facility; and (ii) damage to Equipment components or parts resulting in whole or in part from non-compliance by the Buyer with Article 8(b) or from their deteriorated condition. (f) THE WARRANTIES IN THIS ARTICLE 8 ARE SIEMENS' SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO THE LIMITS OF LIABILITY IN ARTICLE 9 BELOW. SIEMENS MAKES NO OTHER WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.

9. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,

SIEMENS IS NOT LIABLE, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: LOSS OF USE, REVENUE,

SAVINGS, PROFIT, INTEREST, GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION, COSTS OF CAPITAL,

COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA,

LOSS OF POWER, VOLTAGE IRREGULARITIES OR FREQUENCY FLUCTUATION, CLAIMS ARISING FROM

BUYER'S THIRD PARTY CONTRACTS, OR FOR ANY TYPE OF INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE,

EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE.

SIEMENS’ MAXIMUM LIABILITY UNDER THIS AGREEMENT UNDER ANY THEORY OF RECOVERY, WHETHER BASED

IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY, INDEMNITY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL PRICE PAID TO SIEMENS UNDER THIS AGREEMENT.

BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN THIS ARTICLE 9 WILL PREVAIL OVER ANY

CONFLICTING TERMS AND CONDITIONS IN THIS AGREEMENT AND MUST BE GIVEN FULL FORCE AND EFFECT

WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF SIEMENS HAS BEEN ADVISED BY BUYER OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND DISCLAIMERS OF LIABILITY, RELEASES FROM LIABILITY AND LIMITATIONS ON LIABILITY EXPRESSED IN THIS ARTICLE 9 EXTEND TO SIEMENS’

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AFFILIATES, PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, AGENTS AND SUCCESSORS AND ASSIGNS OF SIEMENS.

FOR THE AVOIDANCE OF DOUBT, IN THE EVENT THAT PHYSICAL LOSS OR DAMAGE TO THE BUYER’S PROPERTY

RESULTS FROM THE FAILURE OF A PORTION OF THE SERVICES TO CONFORM TO ITS RESPECTIVE WARRANTY DURING THE APPLICABLE WARRANTY PERIOD SIEMENS’ LIABILITY SHALL IN NO CASE EXCEED SIEMENS’ OBLIGATION TO PERFORM THE REMEDIES SPECIFIED IN ARTICLE 8, AS APPLICABLE, WHICH SIEMENS WOULD

HAVE HAD TO PERFORM IF SUCH REMEDY HAD BEEN CARRIED OUT IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE PHYSICAL LOSS OR DAMAGE.

10. INTELLECTUAL PROPERTY.

Siemens will, at its own option and expense, defend or settle any suit or proceeding brought against Buyer based on an allegation that any processes performed by Siemens in connection with the Services constitutes an infringement of any Patent Cooperation Treaty (“PCT”) country member’s patent or misappropriation of a third party’s trade secret or copyright in the country where the Buyer’s Site is located. Buyer will promptly give Siemens written notice of the suit or proceeding and the authority, information, and assistance needed to defend the claims. Siemens shall have full and exclusive authority to defend and settle such claim and will pay the damages and costs awarded against Siemens in any suit or proceeding so defended.

Buyer shall not make any admission(s) which might be prejudicial to Siemens and shall not enter into a settlement without Siemens’ consent. If and to the extent any process performed by Siemens in connection with the Services as a result of any suit or proceeding so defended is held to constitute infringement or its use by Buyer is enjoined, Siemens will, at its option and expense, either: (i) procure for Buyer the right to continue using said process; (ii) replace it with substantially equivalent non-infringing process; or (iii) modify the process so it’s use is non-infringing.

Siemens will have no duty or obligation under this Article 10 if the process is: (i) performed according to Buyer's design or instructions and compliance therewith has caused Siemens to deviate from its normal course of performance; (ii) modified by Buyer or its contractors after performance; or (iii) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against Siemens, Buyer must protect Siemens in the same manner and to the same extent that Siemens has agreed to protect Buyer under this Article 10.

THIS ARTICLE 10 IS AN EXCLUSIVE STATEMENT OF SIEMENS’ DUTIES AND BUYER’S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

11. CONFIDENTIALITY.
(a) Both during and after the term of this Agreement, the parties will treat as confidential all information obtained from the disclosing party and all information compiled or generated by the disclosing party under this Agreement for the receiving party, including but not limited to business information, the quotation, the Agreement, processes and procedures, knowhow, methods and techniques employed by Siemens in connection with the Services, technical data, drawings, flow charts, program listings, software code, and other software, plans and projections. Neither party may disclose or refer to the Services to be performed under this Agreement in any manner that identifies the other party without advance written permission. Except for security surveillance, the observing or recording of the Services or any part thereof, whether by photographic, video or audio devices or in any other manner is prohibited. In the event any such prohibited observation or recording occurs, Siemens may (in addition to any other legal or equitable rights and remedies) stop the Services until Siemens has satisfied itself that the prohibited conduct has ceased, and in such event (a) the date of delivery or time for performance will be extended by a period of time which Siemens determines necessary and (b) Buyer will reimburse Siemens for Siemens’ and its Suppliers’ additional costs and expenses resulting from such delay, including but not limited to any for demobilization or remobilization. Unless required by appropriate governmental authorities, neither party shall, without the prior written consent of the other party, issue any public statement, press release, publicity hand-out or other material relating to the Services performed on Buyer’s Site or Equipment. However, Siemens has the right to share confidential information with its affiliate and subcontractors provided those recipients are subject to the same confidentiality obligations set forth herein.

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(b) Nothing in this Agreement requires a party to treat as confidential any information which: (i) is or becomes generally known to the public, without the fault of the receiving party; (ii) is disclosed to the receiving party, without obligation of confidentiality, by a third party having the right to make such disclosure; (iii) was previously known to the receiving party, without obligation of confidentiality, which fact can be demonstrated by means of documents which are in the possession of the receiving party upon the date of this Agreement; or (iv) was independently developed by receiving party or its representatives, as evidenced by written records, without the use of discloser’s confidential information, or (v) is required to be disclosed by law, except to the extent eligible for special treatment under an appropriate protective order, provided that the party required to disclose by law will promptly advise the originating party of any requirement to make such disclosure to allow the originating party the opportunity to obtain a protective order and assist the originating party in so doing.
(c) It is Siemens’ policy not to unlawfully or improperly receive or use confidential information, including trade secrets, belonging to others. This policy precludes Siemens from obtaining, directly or indirectly from any employee, contractor, or other individual rendering services to Siemens confidential information of a prior employer, client or any other person which such employee, contractor, or individual is under an obligation not to disclose. Buyer agrees to abide by this policy. (d) Siemens shall retain all intellectual property rights in the Services, works, Siemens’ documents, processes, Siemens’ confidential information, and any design information and/or documents made by (or on behalf of) Siemens. Upon receipt of all fees, expenses and taxes due in respect of the relevant Services, Siemens grants to the Buyer a non-transferable, non-exclusive, royalty-free license to copy, use and communicate Siemens’ documents for the sole purpose of operation and maintenance of the facility upon which the Services have been performed.

12. COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws and regulations.

13. CHANGES IN SERVICES. No change will be made to the scope of Services unless Buyer and Siemens agree in writing to the change and any resulting price, schedule or other contractual modifications. If any change to any law, rule, regulation, order, code, standard or requirement impacts Siemens’ obligations or performance under this Agreement, Siemens shall be entitled to a change order for an equitable adjustment in the price and time of performance.

14. NON-WAIVER. Any waiver by a party of strict compliance with this Agreement must be in writing, and any failure by the parties to require strict compliance in one instance will not waive its right to insist on strict compliance thereafter.

15. MODIFICATION OF TERMS. These terms may only be modified by a written instrument signed by authorized representatives of both parties.

16. ASSIGNMENT. Neither party may assign all or part of this Agreement, or any rights or obligations under this Agreement without the prior written consent of the other; but either party may assign its rights and obligations, without recourse or consent to, any parent, wholly owned subsidiary or affiliate or affiliate’s successor organization (whether as a result of reorganization, restructuring or sale of substantially all of a party’s assets). However, Buyer shall not assign this Agreement to a competitor of Siemens; an entity in litigation with Siemens; or an entity lacking the financial capability to satisfy Buyer’s obligations. Any assignee expressly assumes the performance of any obligation assigned. Siemens may grant a security interest in this Agreement and/or assign proceeds of this Agreement without Buyer’s consent.

17. APPLICABLE LAW AND JURISDICTION. This Agreement is are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. BOTH SIEMENS AND BUYER KNOWINGLY,

VOLUNTARILY AND IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT. Each party agrees that claims and disputes arising out of this Agreement must be decided exclusively in a federal or state court of competent jurisdiction located in a state in which either Buyer or Siemens maintains its principal place of business. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.

18. SEVERABILITY. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired. A court may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the parties’ original intent.

Siemens Standard Terms and Conditions of Sale for Services Department: Legal Version 1.3 Page 9 of 28

19. EXPORT/IMPORT COMPLIANCE. Buyer acknowledges that Siemens is required to comply with applicable export/import laws and regulations relating to the sale, export, import, transfer, assignment, disposal and use of goods or information provided in the performance of the Services, including any export/import license requirements. Buyer agrees that such goods or information shall not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with any export/import laws and regulations Siemens’ continuing performance hereunder is conditioned on compliance with such export/import laws and regulations at all times.

20. NUCLEAR. In the event the Services provided under the Agreement are to be performed at or in any manner in connection with a nuclear installation, the following conditions shall apply:

A. Buyer’s Insurance
(1) If Buyer procures property damage insurance applicable to occurrences at the Site and third party non-nuclear liability insurance, or either of such types of insurance, such insurance will name Siemens and its subcontractors as additional insureds.
(2) Buyer shall have at its own cost, prior to the arrival of nuclear fuel at the Site, secured and shall thereafter maintain in force protection against liability arising out of or resulting from a Nuclear Incident (as defined in the Atomic Energy Act of 1954, as amended) as required by the Nuclear Regulatory Commission; provided, however, that if the nuclear liability protection system in effect on the date of the Agreement expires or is repealed, changed, or modified, Buyer will, without cost to Siemens, maintain liability protection through government indemnity, limitation of liability, and/or liability insurance which will not result in a material impairment of the protection afforded Siemens and its subcontractors by such nuclear liability protection system which is in effect as of the date of the Agreement, taking into account the availability of insurance, customary practice in the industry for plants of similar size and character, and other relevant factors in light of then existing conditions. In any event, the protection provided pursuant to this Article shall remain in effect until the decommissioning of the nuclear plant.

B. Waivers by Buyer: Neither Siemens, nor its subcontractors shall be liable for any loss of, damage to, or loss of use of property or equipment wherever located, arising out of or resulting from a “Nuclear Incident.” Buyer waives and will require its insurers to waive all rights of recovery against Siemens and its subcontractors on account of any such loss, damage, or loss of use. All such waivers shall be full and unrestricted and in a form acceptable to Siemens.

In the event Buyer recovers damages from a third party based on losses at the Site resulting from the hazardous properties of source, special nuclear or byproduct material (as defined in the Atomic Energy Act of 1954, as amended), Buyer shall defend, indemnify and hold Siemens and its subcontractors harmless against claims by such third party which are based on Buyer’s recovery of such damages. In addition, Buyer waives and will require its insurers to waive all rights of recovery against Siemens and its subcontractors, for any and all costs or expenses arising out of or in connection with the investigation and settlement of claims or the defense of suits for damage resulting from the nuclear energy hazard.

C. Third Party Property Protection: Buyer will indemnify and hold Siemens and its subcontractors harmless for any liability arising out of loss of or damage to property at the Site which arises out of a Nuclear Incident. In addition, Buyer shall obtain for the benefit of Siemens and its subcontractors, protection against liability for, arising out of, or resulting from damage to any property or equipment located at the Site which is used or intended for use by Buyer in connection with the operation of the nuclear power plant (including but not limited to fuel) and which is owned by parties other than Buyer.

D. Decontamination: Buyer shall, without cost to Siemens, perform any required decontamination and health physics necessary for, related to or resulting from Siemens performance of its contractual obligations. This includes but is not limited to decontamination of any Siemens equipment or tools used in the performance thereof. Buyer shall provide documentation demonstrating that components or parts being returned to Siemens after such decontamination meet the requirements designated for unrestricted release as set forth in the United States Code of Federal Regulations, Title 10 Part 20.

Siemens Standard Terms and Conditions of Sale for Services Department: Legal Version 1.3 Page 10 of 28

21. SURVIVAL. The Articles entitled “Intellectual Property,” “Limitation of Liability,” “Indemnity”, “Confidentiality,” “Risk of Loss and Schedule,” “Export/Import Compliance,” and “Nuclear” survive any termination, expiration or cancellation of this Agreement.

22. SITE SAFETY. Buyer shall comply with all federal, state, and local safety regulations and standards applicable to the Site and to the Equipment on which Siemens will perform the Services. Siemens shall not be obligated to commence or perform Services unless Buyer’s Site complies with all applicable safety requirements. In the event Buyer’s Site safety is noncompliant, Siemens may suspend the Services until such time as Buyer corrects the non-compliance. To the extent Siemens incurs additional time and expense as the result of Buyer’s non-compliance, Siemens shall be entitled to an equitable adjustment in the schedule, price and other affected provisions of the Agreement.

23. ENVIRONMENTAL COMPLIANCE. To the extent that the performance of Services at the Site may involve the generation of hazardous waste as such term is defined in the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), the laws of the state in which the Site is located and the rules or regulations issued thereunder as are now in effect or hereafter amended from time to time (such generated hazardous waste being herein referred to as “Hazardous Waste”) shall apply.

Buyer shall at its expense and in accordance with all applicable federal, state and local laws, rules, regulations and ordinances (i) furnish Siemens with containers for Hazardous Waste, (ii) designate a storage area at the Site proximate to the Services where such containers are to be placed; and (iii) handle, store and dispose of Hazardous Waste. Buyer shall reimburse Siemens for additional costs, if any, incurred in complying with any such laws, regulations, rules and/or ordinances.

Siemens shall have no responsibility or liability with regard to any Hazardous Waste which it does not know or have reason to know will be generated or released in the performance of the Services, and Buyer shall indemnify and hold Siemens harmless for all damages, losses, costs, liabilities, fines and penalties, (including reasonable attorneys’ fees) related to pollution and environmental impairment arising from the Buyer’s property, the Equipment or the Services.

24. ASBESTOS
The terms “Asbestos” and “Presumed Asbestos Containing Material” shall have the meanings set forth in United States Code of Federal Regulations Chapter 29 Section CFR 1926.1101 et seq., and “ACM” shall mean Asbestos and Asbestos containing materials.
(1) The Buyer warrants and represents that, in any areas which may be accessed by Siemens or its Suppliers, any ACM which is or is contained in thermal insulation or sprayed-on surfacing material is conspicuously and specifically marked as ACM, and any other ACM is in a lawful condition. (2) Prior to Siemens’ commencement of Services at any Site:
(a) The Buyer shall, at Buyer’s expense remove all thermal insulation, sprayed-on surfacing material, and/or Presumed Asbestos Containing Material (any or all of the foregoing hereinafter “PACM”), and ACM which may be disturbed during or removal of which is required for the performance of the Services; and, (b) The Buyer shall ensure that any areas where any activities involving the abatement or removal of PACM or ACM shall be conspicuously identified, posted and isolated, all as required by applicable law.

BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, IN PERFORMING THE SERVICES AND DISPATCHING

EMPLOYEES TO WORK AREAS, SIEMENS IS RELYING UPON THE AGREEMENTS, WARRANTIES, AND REPRESENTATIONS MADE BY BUYER IN THIS ARTICLE 24. Without limiting its other rights and remedies, Siemens (i) shall not be obligated to commence, and may stop any affected Services, unless and until it is fully satisfied that the Buyer is in compliance with this Article 24, and (ii) shall be entitled to an equitable adjustment in the schedule, price and other provisions of the Agreement resulting from Buyer’s non-compliance. (3) In no event shall Siemens be obligated to install, disturb, handle, or remove any PACM. (4) Siemens makes no representation that it is licensed to abate ACM.

Author | Department | YYYY-MM-DD
Restricted | © Siemens 2022 11
(5) Buyer shall defend, indemnify and hold Siemens harmless against any and all claims, demands, damages, losses, liabilities, fines, penalties, costs or expenses, including without limitation any clean up or remedial measures arising out of, connected with, or resulting from the Buyer’s failure to comply with the provisions of this Article 24.

25. THIRD PARTY PARTS
Buyer warrants that any and all Third Party Parts which may be the subject of any Services shall (a) be fully compatible with the corresponding part, component, equipment or material of the Original Equipment Manufacturer (“OEM”) in terms of form, fit, and function; (b) shall be timely provided to Siemens hereunder; and (c) shall be capable of installation in the same manner and within the same time as the corresponding OEM part, component, equipment, or material.

RESOLUTION NO. 22-57

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUDAHY,

CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF A

PERFORMANCE CONTRACTING AGREEMENT, LEASING SCHEDULE
#20011891, WHICH INCORPORATES THE TERMS AND CONDITIONS OF A MASTER LEASE PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; MAKING FINDINGS REQUIRED BY GOVERNMENT CODE SECTION 4217.10 ET SEQ. IN CONNECTION WITH THE CITY’S RENEWABLE AND ENERGY

EFFICIENCY PROGRAM
WHEREAS, pursuant to California Public Resources Code section 25008, it is the policy of the State of California and the intent of the Legislature to promote all feasible means of energy conservation and all feasible uses of alternative energy supply sources; and WHEREAS, California Government Code section 4217.10 et seq. authorizes a public agency to enter into an energy service contract if its governing body determines, at a regularly scheduled public meeting, following a hearing the notice of which was given at least two weeks in advance, that the anticipated cost to the agency will be less than the anticipated marginal cost to the agency of electrical energy that would have been consumed by the agency in the absence of the energy services contract; and
WHEREAS, the City of Cudahy, California (“City”) desires to reduce the steadily rising costs of meeting the energy needs at City-owned facilities; and WHEREAS, on November 2, 2021, the City Council of the City (“City Council”) authorized the City Manager to execute a letter of intent with Siemens Industry, Inc. (“Siemens”) to proceed with the detailed study of a renewable and energy efficiency program for the City; and WHEREAS, on August 1, 2022, Siemens provided its “Investment Grade Audit” to City staff; and
WHEREAS, on August 16, 2022, City Council was presented with the Investment Grade Audit and approved an appropriation in the amount not-to-exceed $6.5 million dollars to fund a City-Wide Energy Efficiency Facilities Modernization Project for Fiscal year 2022-2023, that includes the implementation of energy related improvements that will reduce the cost of energy through the installation of energy efficient fixtures and improvements and the installation and operation of solar energy equipment on City-owned facilities, including rooftops and carports (collectively the “Project”); and
WHEREAS, the Investment Grade Audit includes data showing that the anticipated cost to the City for the electrical energy and conservation services provided by the Project will be less than the anticipated marginal cost to the City of electrical and other energy that would have been consumed by the City in the absence of such measures; and WHEREAS, the City proposes to enter into a Performance Contracting Agreement, a Leasing Schedule #20011891, which incorporates the terms and conditions of a Master Lease Purchase Agreement, an Escrow Agreement, and agreements related to the foregoing documents for the implementation of the Project (collectively, the “Project Documents”); and Attachment C Page 310 of 507
WHEREAS, the City Council desires to enter into the Project Documents substantially in the forms presented at this meeting, subject to such changes, insertions, or omissions as the Authorized Representative (as defined herein) reasonably deems necessary or appropriate following the City Council's adoption of this Resolution; and WHEREAS, California Government Code section 4217.13 authorizes a public agency to enter into a facility financing contract and facility ground lease if the governing body determines, at a regularly scheduled public meeting, public notice of which is given at least two weeks in advance, that funds for the repayment of the financing or the cost of design, construction, and operation of the energy conservation facility, or both, as required by the contract, are projected to be available from revenues resulting from sales of electricity or thermal energy from the facility or from funding that otherwise would have been used for purchase of electrical, thermal, or other energy required by the public agency in the absence of the energy conservation facility, or both; and
WHEREAS, in accordance with California Government Code section 4217.10 et seq., the City gave notice of a public hearing in connection with the Project and the financing therefor at least two (2) weeks prior to the date of the hearing; and WHEREAS, the City's proposed approval of the Project is a “project” for purposes of the California Environmental Quality Act (“CEQA”); and
WHEREAS, the CEQA Guidelines (Title 14 California Code of Regulations Section 15000 et seq.) exempt certain projects from further CEQA evaluation; and WHEREAS, the City has reviewed the Project and determined that it is exempt from the provisions of CEQA pursuant to the CEQA Guidelines and that no exceptions to the exemption apply;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cudahy, California, as follows:

SECTION 1. Pursuant to California Government Code section 4217.10 et seq., the City Council hereby finds and determines that all of the recitals set forth above are true and correct.

SECTION 2. The City Council hereby finds that the terms of the Project Documents in the form presented at this City Council meeting are in the best interests of the City and hereby approves such documents.

SECTION 3. In accordance with California Government Code section 4217.12, and based on data provided by Siemens in the Investment Grade Audit, the City Council finds and determines that the anticipated cost to the City for electrical energy and conservation services provided by the applicable Project Documents will be less than the anticipated marginal cost to the City of electrical and other energy that would have been consumed by the City in the absence of the Project. The City Council further finds and determines that the difference, if any, between the fair rental value for the leased property specified in the Leasing Schedule #20011891 to the Master Lease Purchase Agreement and the agreed rent thereunder is anticipated to be offset by benefits provided under the Performance Contracting Agreement.

SECTION 4. In accordance with California Government Code section 4217.13, based upon the financing proposal presented by Siemens Public, Inc., which included financing of notto-exceed $5,100,000 at an interest rate of not to exceed 5.0%, subject to a default rate not-toexceed 12%, over a 16-year term, with payments absent a default totaling not to exceed $7,639,210.88, and the Investment Grade Audit, the City Council hereby finds that funds for the repayment of the financing for the Project are projected to be available from funding that otherwise would have been used for the purchase of electrical energy required by the City in the absence of the energy conservation facilities.

SECTION 5. The City Manager, the Finance Director/City Treasurer and each of their respective designees (each an “Authorized Representative”), is hereby authorized and directed to negotiate any further changes, insertions and omissions to the Project Documents as such Authorized Representative reasonably deems necessary or desirable, and thereafter to execute and deliver the Project Documents. Each Authorized Representative is further authorized and directed to execute or cause to be executed any and all other agreements, instruments, certificates, and documents and to do or cause to be done any and all other acts and things necessary or advisable for carrying out the purposes of this Resolution.

SECTION 6. The City Council hereby finds that the Project is exempt from CEQA on multiple grounds, each of which is independently sufficient to exempt the whole of the Project from CEQA, including:
a. The Project is exempt from CEQA pursuant to the statutory exemption outlined in California Public Resources Code section 21080.35 for installation of solar energy systems. The Project meets this exemption because it involves installation of energy efficient fixtures and improvements and the installation and operation of solar energy facilities on existing City owned facilities.
b. The Project is exempt from CEQA under a Class I categorical exemption (14 C.C.R. § 15301) because it involves the minor alteration of existing facilities with improvements that would lead to negligible or no expansion of use beyond the use existing at this time. The installation of solar energy facilities on existing structures will make the City more energy efficient. The solar energy facilities would not lead to an intensification of the existing uses because the improvements do not expand building square footage or office space.

Furthermore, the Project does not involve any improvements that would increase the maximum employee capacity. The Project is expected to result in net environmental benefits by reducing traditional electrical energy consumption of the City. Therefore, the Project would be exempt under a Class 1 exemption.
c. The Project is exempt from CEQA under a Class 3 exemption (14 C.C.R. § 15303) (new construction or conversion of small structures) because the Project involves installation of energy efficient fixtures and improvements and the installation and operation of solar energy facilities on structures at City owned facilities that will benefit the environment by creating more renewable energy.
d. The Project is exempt from CEQA under the common sense exemption (14 C.C.R. § 15061(b)(3)) because CEQA applies only to projects which have the potential for causing a significant effect on the environment, and there is no possibility that the Project may have a significant effect on the environment.

e. The Project is exempt from CEQA under a Class 11 exemption (14C.C.R. § 15311) because it involves the construction of minor structures accessory to existing City-owned facilities. As explained above, the Project involves installation of energy efficient fixtures and improvements and the installation and operation of solar energy facilities on existing structures at City-owned facilities. The solar panels would lie within the existing permitted height of the City’s buildings. Therefore, the Project would be exempt under a Class 11 exemption.

None of the exceptions to the categorical exemptions set forth in 14 C.C.R. § 15300.2 apply.

Specifically, the Project is not located in a particularly sensitive environment. The improvements will be installed on existing structures in developed areas. The cumulative impact of successive projects of this same type in the same place over time would not be significant because the facilities are limited in size. As explained above, the Project involves installation of energy efficient fixtures and improvements and the installation and operation of solar energy facilities on Cityowned facilities. These types of improvements are not unusual. Moreover, the facilities and buildings impacted by the Project are not located within an officially designated state scenic highway. Thus, the Project would not have an impact in this regard. Similarly, the proposed improvements are not located on sites designated pursuant to California Government Code section 65962.5. Finally, the Project does not involve any improvements, modifications, or other changes to a historical resource. Therefore, none of the circumstances outlined in 14 C.C.R. § 15300.2 apply.

SECTION 7. The City Council hereby authorizes and directs City staff to file and process a Notice of CEQA Exemption for the Project in accordance with CEQA, the CEQA Guidelines and the findings set forth in this Resolution.

SECTION 8. This Resolution shall become effective immediately.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at its regular meeting on this 4th day of October 2022.
______________________
Elizabeth Alcantar
Mayor
ATTEST:
__________________________
Richard Iglesias
City Clerk

Resolution No. 22-__
Page __ of __

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Resolution No. 22-57 was passed and adopted by the City Council of the City of Cudahy at a regular meeting held on the 4th day of October 2022 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________
Richard Iglesias
City Clerk

SIEMENS PUBLIC, INC.

MASTER LEASE PURCHASE AGREEMENT DATED OCTOBER 7, 2022
This Master Lease Purchase Agreement (herein the "Agreement") is by and between SIEMENS PUBLIC, INC., as lessor ("Lessor"), and the CITY OF CUDAHY, CALIFORNIA, as lessee ("Lessee").

1. Master Lease. This Agreement sets forth the basic terms and conditions upon which Lessor shall lease to Lessee and Lessee shall lease from Lessor items of property specified in leasing schedules (herein "Leasing Schedules") to be entered into from time to time. Each Leasing Schedule shall incorporate the terms and conditions of the Agreement and shall constitute a lease as to the property specified in such Leasing Schedule (herein "Equipment").

The term "Lease" as used in the Agreement shall mean the applicable Leasing Schedule, together with the Agreement.

The Agreement shall become effective as of the date first referenced above.

2. Term. The lease term of the Equipment (herein "Lease Term") shall commence upon the lease commencement date specified in the Leasing Schedule (herein “Lease Commencement Date”) and, unless earlier terminated as expressly provided for in the Lease, shall continue until Lessee has paid and performed in full all of its obligations under the Lease.

3. Acquisition of Equipment. Lessee hereby sells, assigns, transfers and sets over to Lessor, all of its rights, title and interest, but none of its obligations or responsibilities, in and to the purchase or acquisition contract(s) (herein "Purchase Contracts") entered into by and between Lessee and one or more vendors, suppliers or contractors (the "Suppliers") for the acquisition and installation of the Equipment, including, without limitation, all right, title and interest of Lessee in and to the Equipment and all of Lessee's rights and remedies under the Purchase Contracts, and the right either in Lessor's own behalf or in Lessee's name to take all such proceedings, legal equitable or otherwise, that it might take, save for the Lease.

4. Lessee to Act as Agent. Lessor hereby irrevocably appoints Lessee as its agent in connection with the acquisition and installation of the Equipment pursuant to the Purchase Contracts. Lessee, as agent of Lessor, shall cause the acquisition and installation of Equipment to be completed as soon as reasonably practicable and in accordance with the Lease and the Purchase Contracts, and any applicable requirements of governmental authorities.

5. Rent. Lessee agrees to pay to Lessor or its assignee the lease payments, including the interest thereon (herein the "Lease Payments") specified in the Leasing Schedule. The Lease Payments shall be payable without notice or demand at the Delaware headquarters of Lessor (or such other place as Lessor or its assignee may from time to time designate in writing) and shall commence as set forth in the Leasing Schedule (each applicable due date, a “Lease Payment Date”), and continue thereafter as specified in the Leasing Schedule. Any Lease Payment or other amount due from Lessee under the Lease (whether prior to or after a Default (as hereinafter defined) and including, without limitation, accelerated balances) that is received later than ten (10) days from the due date shall bear interest from the due date at the lesser of 12% per annum or the highest lawful rate.

Except as specifically provided in Section 8 hereof, Lessee's obligation to pay the Lease Payments is absolute and unconditional in all events and is not subject to any set-off, defense, counterclaim, or recoupment claim for any reason whatsoever, including without limitation any failure of any of the Equipment to be delivered or installed, any condemnation or loss of or damage to the Equipment, any defect therein or any unfitness or obsolescence thereof.

Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term.

Lessee covenants to take such action as may be necessary to include all Lease Payments due hereunder in its annual budget and to make the necessary annual appropriations for all such Lease Payments, subject only to abatement as provided in Section 8 hereof. The covenants on the part of Lessee herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of Lessee to take such action and do such things as are required by law in the performance of the official duty of such officials to enable Lessee to carry out and perform the covenants and agreements in the Lease agreed to be carried out and performed by Lessee.

The obligation of Lessee to make Lease Payments does not constitute an obligation of Lessee for which Lessee is obligated to levy or pledge any form of taxation or for which Lessee has levied or pledged any form of taxation.

Lease Payments have been calculated based upon the interest portion of the Lease Payments being excludable from gross income for federal tax purposes and not being subject to State of California personal income tax. If, in the opinion Attachment D Page 315 of 507
2 of nationally recognized counsel qualified to render such opinion under Section 103 of the Code, Lessor is no longer entitled to exclude the interest portion of the Lease Payments from its gross income for federal, state and local income tax purposes, Lessor, at Lessor's option, shall recalculate the Lease Payments for the remaining term of the Lease and/or extend the original term of the Lease, as permitted by law, to protect Lessor's originally anticipated after tax yield from the Lease Commencement Date to the end of the Lease Term. Such recalculations shall be on the basis that the interest portion of the Lease Payments is subject to (a) federal income tax at the highest marginal corporate tax rate and (b) state and local income tax at the highest marginal corporate tax rate or other similar tax rate as may be applicable in each state or locality, as applicable. In such event, Lessee authorizes Lessor to correct the Leasing Schedule (and all related documentation) to reflect such changes, and Lessee, if requested by Lessor, shall execute an amendment to the Leasing Schedule prepared by Lessor to reflect such changes.

6. Delivery and Acceptance. Lessee, as Lessor's agent, shall cause Supplier to deliver the Equipment to Lessee pursuant to the contract between Lessee and Supplier at the location specified in the Leasing Schedule ("Equipment Location"). Payment of all transportation and other costs, if any, incurred in connection with delivery of the Equipment shall be paid as set forth in the contract between Supplier and Lessee, and Lessor shall have no obligation to pay any such costs. Lessee shall accept the Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of the Equipment by executing and delivering to Lessor an acceptance certificate in form and substance acceptable to Lessor.

7. Disclaimer of Warranties; Limitation on Liability. Lessee acknowledges and agrees that the Equipment is of a size, design and capacity selected by Lessee upon the advice and recommendation of Supplier, that Lessor is neither a manufacturer nor a vendor of such Equipment, and that LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE,

ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE

MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR

SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE

PURPOSES AND USES OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO. IN NO EVENT SHALL LESSOR BE

LIABLE (INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN TORTS) FOR ANY LOSS OF USE,

REVENUE, ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES

ARISING OUT OF OR IN CONNECTION WITH THE LEASE OR THE USE, PERFORMANCE OR MAINTENANCE OF THE EQUIPMENT. Lessor hereby assigns to Lessee for the Lease Term, so long as no Default has occurred hereunder and is continuing, all manufacturer's warranties held by Lessor, if any, express or implied, with respect to the Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense.

8. Rental Abatement. Lease Payments due under the Lease and other amounts due under the Lease or under a related escrow agreement shall be subject to abatement during any period in which, by reason of material damage to or destruction or condemnation of the Equipment or the real property on or in which it is located, there is substantial interference with the use and right of possession by Lessee of the Equipment or any substantial portion thereof. Lessee shall immediately notify Lessor upon the occurrence of any event causing substantial interference with Lessee's use and possession of the Equipment. For each potential incident of substantial interference, decisions to be made on (a) whether or not abatement will apply; (b) the date upon which abatement will begin; and (c) the applicable portion of Lease Payments to be abated, will all be subject to determinations by Lessee and Lessor in concert with the provider of the rental interruption insurance issued pursuant to Section 16 hereof. The concluding date of the particular abatement shall be the earlier of (i) the date on which there is no longer a substantial interference with the use and right of possession by Lessee of the Equipment, (ii) the date on which Lessee replaces the Equipment, or (iii) the date on which Lessee has paid and performed in full its obligation under the Lease pursuant to Section 15 or Section 2 hereof. The amount of rental abatement shall be such that the Lease Payments paid by Lessee during the period of Equipment restoration do not exceed the fair rental value for the usable portions of the Equipment. In the event of any damage or destruction to the Equipment, the Lease shall continue in full force and effect notwithstanding any abatement of Lease Payments pursuant to this Section. Any provision herein to the contrary notwithstanding, the provisions of this Agreement, including without limitation dates on which Lease Payments are due, shall be extended for a period equal to the period during which the obligation to make Lease Payments was abated hereunder. To the extent permitted by law, Lessee waives the benefits of Civil Code Section 1932 and any and all other rights to terminate a Lease by virtue of any interference with the use and possession of the Equipment; provided that such waiver shall not constitute a waiver of the abatement of Lease Payments as set forth in this Section 8.

9. Lessee Representations and Covenants.

3 (a) Lessee represents, covenants and warrants that: (i) Lessee is a state or a fully constituted political subdivision or agency of the State of Lessee (as set forth in the Leasing Schedule); (ii) Lessee is entering into the Lease with the expectation, on the advice of its bond counsel that the interest portion of the Lease Payments will be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”); (iii) Lessee is entering into the Lease with the intention that the execution, delivery and performance by Lessee of the Lease and all related documents and instruments executed by Lessee will have been duly authorized by all necessary action on the part of Lessee and that the Lease and all related documents and instruments executed by Lessee will constitute legal, valid and binding obligations of Lessee enforceable in accordance with their terms except as limited by state and federal laws, regulations, rulings and court decisions relating to applicable bankruptcy, insolvency, reorganizations, moratoriums or similar laws affecting the enforcement of creditors' rights generally; (iv) Lessee shall comply with the information reporting requirements of Section 149(e) of the Code; (v) Lessee shall not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vi) Lessee shall not take any action, or fail to take action, if such action or failure to take action would cause this Agreement to be treated as “federally guaranteed” within the meaning of Section 149(b) of the Code; (vii) Lessee shall take no action that would cause this Agreement to be considered an issue of “hedge bonds” within the meaning of Section 149(g) of the Code; (viii) Lessee covenants to comply with the provisions of the Tax Certificate of Lessee, which is incorporated herein as if fully set forth herein; (ix) Lessee shall not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (x) Lessee shall not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Lease Payments to be or become includable in the gross income of the recipient for federal income taxation purposes under the Code; (xi) Lessee shall be the only entity or person (other than its employees within the scope of their employment) to own, use, manage or operate the Equipment during the Lease Term; (xii) no event that constitutes, or with the giving of notice or the lapse of time or both would constitute, a Default exists as of the date hereof; (xiii) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated or otherwise made available sufficient funds to make the Lease Payments scheduled to come due for the current fiscal year and to meet its other obligations for such period, and such funds have not been expended for other purposes and Lessee currently expects that it will fully budget and appropriate or otherwise make available sufficient funds to make Lease Payments throughout the Lease Term; (xiv) Lessee shall cause to be done all things necessary to keep the Lease in full force and effect; (xv) Lessee has an immediate need for the Equipment, which Lessee expects will continue throughout the Lease Term; (xvi) the use of the Equipment is, and Lessee currently expects that it will continue to be throughout the Lease Term, essential to Lessee's proper, efficient and economic operation; (xvii) the average reasonably expected economic life of the Equipment is as great or greater than the Lease Term; (xiii) the Equipment shall not be used in connection with a trial or test program of Lessee; (xix) Lessee has never failed to appropriate or otherwise make available funds for payment of any amount due pursuant to a lease purchase agreement, a conditional sales agreement or any similar type of obligation; (xx) Lessee is not and has never been in default under any bond, note, lease purchase agreement or other type of financial obligation to which it is or has been a party; (xxi) Lessee has complied with such public bidding and other requirements as may be applicable to the Lease and the Purchase Contracts, including, without limitation, the acquisition by Lessee of the Equipment; (xxii) all financial and other information provided to Lessor by Lessee, and all statements or representations made to Lessor by Lessee, in connection with the Lease are true and complete in all material respects and not misleading in any material respect; (xxiii) within 270 days after the end of each fiscal year, Lessee shall provide Lessor with current financial statements, budgets and such other financial information relating to the ability of Lessee to continue the Lease as may be requested by Lessor; (xxiv) no litigation is pending or threatened in any court or other tribunal, state or federal, in any way questioning or affecting the approval or validity of the Lease or the Escrow Agreement among Lessor, Lessee and UMB Bank, N.A., as escrow agent, relating to the acquisition of the Equipment; and (xxv) the Equipment is not a replacement or substitution of any equipment or personal property subject to a prior lien or security interest of a third party. (b) Lessee further represents, covenants and warrants that: (i) neither Lessor nor Lessor’s fiscal agent, Siemens Financial Services, Inc. (“SFS”), has recommended any action to Lessee; (ii) Lessee understands that Lessor is acting for its own interests, that neither Lessor nor SFS is a registered municipal advisor and neither is subject to any of the fiduciary duties imposed on municipal advisors; (iii) without limiting the generality of the foregoing, neither Lessor nor SFS is an advisor to, or fiduciary of, Lessee with respect to the Lease, any of the discussions, undertakings, and procedures leading thereto, or any information or material provided in connection therewith; and (iv) to the extent it deems appropriate, Lessee has consulted, and will continue to consult before taking any action, its own legal, financial, and other advisors regarding the Lease, all matters related thereto, and any information or material provided in connection therewith.
(c) Lessee's representations, covenants and warranties under the Lease shall survive the expiration of the Lease.

4 10. Title to Equipment; Security Interest. Upon acceptance of the Equipment by Lessee, title to the Equipment shall vest in Lessee; provided, however, that upon the occurrence of a Default, and as long as such Default is continuing, title will immediately vest in Lessor or its assignee. In order to secure the payment and performance of all of its obligations under the Lease, Lessee hereby: (a) to the extent permitted by law, grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment, together with all accessions, attachments, replacements, substitutions, modifications and additions thereto, now or hereafter acquired, and all Proceeds (as defined in the applicable Uniform Commercial Code) thereof (including insurance proceeds); (b) authorizes Lessor to file such Uniform Commercial Code financing statements, continuation statements and similar filings respecting such security interest with such authorities and with any filing offices as Lessor considers appropriate; and (c) agrees to execute and deliver all certificates of title and other documents requested by Lessor to evidence such security interest.

11. Use; Repairs. Lessee shall use the Equipment in a careful manner for the use contemplated by the manufacturer for the Equipment and shall comply with all laws, ordinances, insurance policies and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of, its possession, use or maintenance. Lessee, at its expense, will keep the Equipment in good repair and furnish all parts, mechanisms, and devices required therefor, subject to any applicable warranties. Lessee shall not permit any other person (other than its employees within the scope of their employment) or entity to use, manage or operate the Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee shall enter into a maintenance agreement with a party reasonably satisfactory to Lessor and shall furnish Lessor with a copy of such maintenance agreement. No maintenance or other service for any Equipment will be provided by Lessor and Lessor shall not be liable for any operating or maintenance costs with respect to the Equipment.

12. Alterations. Lessee shall not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without causing damage to the Equipment. Any alterations, additions or improvements to the Equipment shall become a part of the Equipment and subject to the Lease.

13. Location; Inspection. The Equipment shall not be removed from, or if the Equipment consists of mobile goods or rolling stock, its permanent base shall not be changed from, the Equipment Location without Lessor's prior written consent, which will not be unreasonably withheld. Lessor shall be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation.

14. Liens and Taxes. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under the Lease. Lessee shall pay, when due, all Taxes (as hereinafter defined) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, the Lease, the Lease Payments, any other payments due under the Lease or the transaction contemplated thereby. If Lessee fails to pay any Taxes when due, Lessor shall have the right, but shall not be obligated, to pay those Taxes. If Lessor pays any Taxes for which Lessee is responsible or liable under the Lease, Lessee shall promptly reimburse Lessor therefor. For purposes of the Lease, "Taxes" means present and future taxes, levies, duties, assessments, fees or other governmental charges of federal, state and local governments that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation, sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and interest, penalties or fines on any of the foregoing.

15. Risk of Loss; Damage; Destruction. Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever, except only Lessor’s negligence or willful misconduct. In the event of damage to any item of Equipment, Lessee shall promptly place the same in good repair whether or not such damage is covered by property damage insurance, with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee, at the option of Lessor, shall either (a) replace the same with like equipment in good repair (with its own funds to the extent that sufficient insurance proceeds are not available for that purpose), or (b) on the next Lease Payment Date, pay Lessor (i) all amounts then owed by Lessee to Lessor under the Lease, including the Lease Payment due on such date, and (ii) an amount equal to the then applicable "Concluding Payment" as set forth in the Leasing Schedule.

16. Insurance. Lessee shall, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor. In no event shall the property insurance limits be less than the amount of the then applicable Concluding Payment with respect to such Equipment. The public liability insurance policy

5 shall name Lessor and its assigns as additional insureds. The property insurance policy shall name Lessee as an insured and Lessor and its assigns as additional insured and loss payee, as their interests may appear. Each of the insurance policies shall contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies shall be payable to Lessee and Lessor or its assigns as their interests may appear. Upon acceptance of the Equipment and thirty (30) days prior to each insurance renewal date, Lessee shall deliver to Lessor a certificate evidencing such insurance. In the event of any loss, damage, injury or accident involving the Equipment, Lessee shall promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto.

In addition to the insurance described above, Lessee shall, at its own expense, maintain rental interruption insurance with an insurer satisfactory to Lessor, to cover Lessor's loss, total or partial, of Lease Payments resulting from the loss, total or partial, of the use or possession of any part of the Equipment as a result of any and all perils, either insured or uninsured, including acts of God, in an amount sufficient at all times to pay an amount not less than the maximum Lease Payments payable by Lessee during a 24-month period, as set forth in the Leasing Schedule. Such insurance may be maintained in conjunction with or separate from any other similar insurance maintained by Lessee. All insurance proceeds shall be payable to Lessor in amounts proportionate to the loss of use of the Equipment and will supplement Lessee's applicable Lease Payments, if any, during the restoration period in sufficient amount to make Lessor whole during the period of abatement. Lessee shall not be permitted to self-insure its obligation under this paragraph.

17. Indemnification. Lessee shall, to the extent permitted by applicable law, indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys’ fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, ownership, delivery, possession, lease, use, operation, rejection, revocation of acceptance or return, and the recovery of claims under insurance policies thereon. The provisions of this Section 17 shall survive the expiration of the Lease.

18. Assignment. Without Lessor's prior written consent, Lessee shall neither (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of the Lease or the Equipment or any interest in the Lease or the Equipment, nor (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor (and any assignee of Lessor) may assign any of its rights, title and interest in and to the Lease, the Equipment and any documents executed with respect to the Lease without the consent of Lessee. [Lessee shall not have the right to and shall not assert against any assignee any claim, defense, recoupment claim, setoff or counterclaim or other right Lessee may have against Lessor or any Supplier.][TO BE DISCUSSED WITH LESSOR.] Subject to the foregoing, the Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. After notice of such an assignment, Lessee shall execute all documents, including any notices and acknowledgements of assignment, which may be reasonably requested by Lessor or assignee, and, upon request of Lessor, shall name the assignee as additional insured and loss payee in any insurance policies obtained or in force. For the Lease Term and an additional period of six (6) years thereafter, Lessee shall keep a complete and accurate record of all assignments or reassignments of any of Lessor's right, title or interest in the Lease or the Equipment in a form necessary to comply with Section 149(a) of the Code and the regulations promulgated thereunder by the Internal Revenue Service.

19. Default. The term "Default," as used herein, means the occurrence of any one or more of the following events:
(i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under the Lease, and such failure is not cured within thirty (30) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation or warranty made by Lessee in the Lease or in any writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) a default by Lessee under any Lease or other agreement or note with Lessor, or with any assignee of the Lease; (v) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and in the case of any such involuntary proceedings or appointment, such shall not be vacated, dismissed or fully stayed within sixty (60) days after the institution or occurrence thereof; or (vi) an attachment, levy or execution is threatened or levied upon or against the Equipment.

20. Remedies. Upon the occurrence of a Default, and as long as such Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to Lessee, with or without terminating the Lease, demand and Lessee shall, at Lessee's expense, promptly return the Equipment to Lessor in the manner hereinafter set forth in this Section 20, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same without demand or notice, without any court order or other process of

6 law and without liability for any damage occasioned by taking possession; (ii) sell, lease or otherwise dispose of the Equipment (each a “Disposition”), in whole or in part, in public or private transactions, for the account of Lessee, holding Lessee liable for all Lease Payments and other payments then payable under the Lease; (iii) terminate any unfunded commitments to Lessee; (iv) by action pursuant to the California Code of Civil Procedure, or as otherwise provided by law, obtain the issuance of a writ of mandamus enforcing, for the entire balance of the Lease Term, the duty of Lessee to appropriate and take all other administrative steps necessary for the making of Lease Payments as they become due; and (v) exercise any other right, remedy or privilege which may be available to it under applicable law or by appropriate court action at law or in equity to enforce the terms of the Lease or to recover actual damages for the breach of the Lease or to rescind the Lease as to any or all of the Equipment. In addition, Lessee shall remain liable for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above. Lessor may be a purchaser at any sale of the Equipment pursuant to this Section 20, and the proceeds of any such Disposition shall be applied in the following order: (a) to the payment of expenses related to such Disposition including, without limitation, costs of repair or replacement of the Equipment, expenses related to enforcement of the Lease, including reasonable attorneys' fees and other expenses related thereto; (b) to payment of the Non-Recourse Amount, as defined below; and (c) the balance, if any, to Lessee.

Following notice from Lessor to return the Equipment upon a Default, Lessee shall immediately cease all use of the Equipment and shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure, and return the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. The Equipment shall be in the same condition and appearance as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by the Lease, shall be free and clear of any liens (except Lessor's lien), and shall comply with all applicable laws and regulations. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to the Equipment to Lessor and to evidence the termination of Lessee's interest in the Equipment. Lessor shall have all legal and equitable rights and remedies to take possession of the Equipment
As used herein, the “Non-Recourse Amount” means (1) an amount equal to the Concluding Payment for the last Lease Payment Date occurring in the fiscal year in effect when the Default occurs (the “Last Lease Payment Date”), plus (2) if the Disposition has occurred after the Last Lease Payment Date, an amount equal to interest (to the date of Disposition) on the Concluding Payment referenced in the foregoing subsection (1) at the lesser of 12% per annum or the highest rate permitted by law, plus (3) all other amounts due and unpaid under the Lease to the extent not included in the amount calculated pursuant to clause (i) above.

21. Purchase Option. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that there is no Default then existing, Lessee shall have the right to purchase all (but not less than all) of the Equipment on any Lease Payment Date, as permitted in the Leasing Schedule, by paying to Lessor, on such date, the Lease Payment then due together with the Concluding Payment amount for such date as set forth in the Leasing Schedule. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee AS-IS, WHERE-IS, without warranty, express or implied, except that the Equipment shall be free and clear of any liens created by Lessor.

22. Notices. All written notices to be given under the Lease shall be given to the other party at its address identified below, or at such address as the party may provide to the other party in writing from time to time, by (i) first class mail, postage prepaid, (ii) overnight delivery by nationally recognized courier or (iii) personal delivery. Notices sent by mail shall be deemed received five days after deposit in the U.S. mail, postage prepaid. Notices delivered by other means shall be deemed received upon receipt. All written notices herein shall be simultaneously given to Lessor’s fiscal agent, Siemens Financial Services, Inc., 200 Wood Avenue South, Suite 200, Iselin, NJ 08830, Attention: Chief Financial Officer.

23. Section Headings. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of the Lease.

24. Governing Law. The Lease shall be construed in accordance with and governed by the laws of the State of Lessee.

25. Further Assurances. Lessee shall promptly execute and deliver to Lessor such further documents and take such further action as Lessor may reasonably request in order to more effectively carry out the intent and purpose of the Lease.

26. Waiver. The Lease shall not be modified, amended, altered or changed except with the written consent of Lessee and Lessor. If any provision of the Lease shall be adjudged invalid, illegal or unenforceable by a court of competent

7 jurisdiction, the remaining provisions of the Lease shall not be affected thereby, but the Lease shall be construed as if such invalid, illegal or unenforceable provisions had not been contained therein, and the remainder of the Lease shall be valid and enforceable to the fullest extent permitted by law. Lessor shall not be deemed to have waived any breach by Lessee of any term, covenant or condition of the Lease, unless Lessor makes such waiver in writing, and any such waiver shall not operate as a waiver of any subsequent breach of any terms, covenant or conditions of the Lease. TO

THE EXTENT PERMITTED BY APPLICABLE LAW, LESSOR AND LESSEE EACH WAIVE TRIAL BY JURY IN ANY

ACTION OR PROCEEDING BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LEASE.

27. Execution in Counterparts. The Lease may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. All signatures of the parties to the Lease may be transmitted by electronic means, and such electronic copy will, for all purposes, be deemed to be the original signature of such party whose signature is reproduced and will be binding upon such party. In addition, the transaction described in the Lease may be conducted and related documents may be stored by electronic means.

Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.
[Signature page follows.]

8 IN WITNESS WHEREOF, Lessor and Lessee have caused the Agreement to be executed by their authorized representatives. For all purposes hereof, the date of the Agreement shall be the date of Lessor’s execution of the Agreement as set forth below. By execution hereof, each signer certifies that (s)he is duly authorized to execute the Agreement on behalf of Lessee or Lessor, as applicable.

SIEMENS PUBLIC, INC. CITY OF CUDAHY, CALIFORNIA
200 Wood Avenue South, Suite 200 5220 Santa Ana Street
Iselin, NJ 08830 Cudahy, CA 90201
By: By:

Printed Name: Printed Name:

Title: Title:

Date: October 7, 2022
By:

Printed Name:

Title:

Date: October 7, 2022

Siemens Public, Inc.

LEASING SCHEDULE #20011891
(Escrow)
LESSOR: SIEMENS PUBLIC, INC.
200 Wood Avenue South, Suite 200
Iselin, NJ 08830
(800) 327-4443
LESSEE: CITY OF CUDAHY, CALIFORNIA
5220 Santa Ana Street
Cudahy, CA 90201
(323) 773-5143
LEASING SCHEDULE #20011891 (herein also referred to as the “Leasing Schedule” or “Lease”), to that certain Master Lease Purchase Agreement dated October 7, 2022 (herein "Agreement"), between Lessor and Lessee.

1. EQUIPMENT DESCRIPTION: See Exhibit A attached hereto and incorporated herein.

2. LEASE COMMENCEMENT DATE: The date that Lessor executes this Leasing Schedule and provides funds hereunder, as reflected on the signature lines of Lessor below.

3. STATE OF LESSEE: California

4. NUMBER OF LEASE PAYMENTS: 168 monthly payments

5. LEASE PAYMENT (per payment period): See Lease Payment Schedule attached hereto and incorporated herein as Exhibit B.

6. CONCLUDING PAYMENT: See Lease Payment Schedule attached hereto and incorporated herein as Exhibit B.

7. EQUIPMENT LOCATION: See Exhibit A attached hereto and incorporated herein.

8. MAXIMUM EQUIPMENT COST: $_____________, $5,100,000 to be financed hereunder with the remaining $___________ to be paid by Lessee from cash deposit in the Equity Account established under the Escrow Agreement. Lessee agrees that funds from such Equity Account shall first be applied towards the portion of the Equipment described as Roof Upgrades in the contract with the Supplier.

9. LEASE PAYMENT LOCATION: Unless Lessor specifies in writing otherwise, all payments shall be sent by wire transfer as follows:

Account Title: Siemens Public, Inc.

Bank: Citibank, New York
Bank Address: 111 Wall Street, New York, New York 10043 USA Swift Code: CITIUS33
ABA (for Wires and ACH): 021000089
Account Number: 30824094

10. STATEMENT OF INTENT: It is the intent of Lessor and Lessee that for federal, state and local income tax purposes, the transaction contemplated hereby will be a conditional sale or financing arrangement consisting of a loan from the Lessor directly to the Lessee, and the Lessee acquiring and being deemed the owner of the Equipment. For income tax purposes, the parties shall take no action or file any return or other document inconsistent with such intentions unless otherwise required by U.S. federal, state or local tax law or as directed by the Internal Revenue Service or a similar state tax authority.

ADDITIONAL TERMS AND CONDITIONS AND OTHER IMPORTANT PROVISIONS ARE SET FORTH ON THE FOLLOWING PAGE.

IN WITNESS WHEREOF, the parties hereto have duly executed the Lease as of the dates set forth below. For all purposes hereof, the date of the Lease shall be the date of Lessor's acceptance as set forth below. LESSEE ACKNOWLEDGES THAT NEITHER LESSOR NOR THE SUPPLIER IS AN AGENT OR REPRESENTATIVE OF THE OTHER AND NEITHER HAS AUTHORITY TO BIND THE OTHER. Lessee certifies that all representations and warranties of Lessee in the Lease are true as of the date of the Lease.

ACCEPTED BY:

LESSOR: SIEMENS PUBLIC, INC.

BY: (Authorized Signature)
NAME: (Printed or Typed)
TITLE: (Printed or Typed)
BY: (Authorized Signature)
NAME: (Printed or Typed)
TITLE:
(Printed or Typed)
DATE: October 7, 2022

BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS

READ THE ENTIRE LEASE, THAT LESSOR OR ITS REPRESENTATIVES

HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET

FORTH HEREIN, OR IN THE AGREEMENT, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE LEASE ON BEHALF OF LESSEE.

LESSEE: CITY OF CUDAHY, CALIFORNIA
BY:
(Authorized Signature)
NAME:
(Printed or Typed)
TITLE:
(Printed or Typed)
DATE: October 7, 2022
COUNTERPART NO. ___ OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER

UNDER THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST IN THIS DOCUMENT MAY BE CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.

11. AMENDMENT TO SECTION 3 OF THE AGREEMENT: For purposes of this Lease, Section 3 of the Agreement shall be deleted and the following substituted therefor:
“3. Purchase Contracts, Acquisition of Equipment.
(a) The Equipment shall be acquired and installed pursuant to one or more purchase or acquisition contracts (the "Purchase Contracts") to be entered into by and between Lessee and one or more vendors, suppliers or contractors (the "Suppliers") for the acquisition and installation of the Equipment. Lessee and Lessor agree that Lessee shall be solely responsible for the selection, size, design and specifications of the Equipment and that Lessor shall have no duty or responsibility therefor or for the negotiation, execution or delivery of any Purchase Contract. (b) Lessee represents, warrants and covenants that the cost of the Equipment shall in no event exceed the Maximum Equipment Cost as set forth in the Leasing Schedule. Any Equipment costs in excess of the Maximum Equipment Cost shall be paid by Lessee with its own funds, and will not be paid out of proceeds of the Lease.
(c) Lessee shall enter into Purchase Contracts for the acquisition or installation of the Equipment, the total cost of which shall not exceed the Maximum Equipment Cost. Further, Lessee shall, after entering into such Purchase Contracts, proceed with due diligence and complete the acquisition and installation of all the Equipment by no later than the timeframe specified in Section 3.5(ii) of the Escrow Agreement Relating to Equipment Subject to the Lease (the "Escrow Agreement") among Lessor, Lessee and the Escrow Agent named therein (the "Escrow Agent"). If the cost of the Equipment exceeds the monies available in the Escrow Fund (the “Escrow Fund”) created by the Escrow Agreement, Lessee shall pay the remaining cost of the Equipment from its other available funds.
(d) Lessee hereby sells, assigns, transfers and sets over to Lessor, all of its rights, title and interest, but none of its obligations or responsibilities, in and to the Purchase Contracts (whether now in existence or hereafter entered into), including, without limitation, all right, title and interest of Lessee in and to the Equipment and all of Lessee's rights and remedies under the Purchase Contracts, and the right either in Lessor's own behalf or in Lessee's name to take all such proceedings, legal equitable or otherwise, that it might take, save for the Lease. (e) Prior to disbursements under the Escrow Agreement, either directly to one or more Suppliers or in reimbursement of advance payments by Lessee, for all or a portion of the Equipment accepted by Lessee pursuant to the Lease and the Purchase Contracts, Lessee shall furnish the Escrow Agent with a requisition requesting disbursement in the form attached as Exhibit A to the Escrow Agreement completed and executed by Lessee and approved for payment by Lessor, together with the supporting documents referred to in the requisition. Upon the delivery to Escrow Agent of such instruments, Lessee shall be found to have accepted that portion of the Equipment and related services and labor represented by the requisition. (f) If Lessee has not accepted all the Equipment within the timeframe specified in Section 3.5(ii) of the Escrow Agreement (the "Nonacquired Equipment Date"), the Lease shall not as a result thereof be void or voidable, nor shall Lessor be liable to Lessee for any loss or damage resulting from such nonacceptance of Equipment. Prior to the Nonacquired Equipment Date, Lessee may, with Lessor's prior written consent, substitute items of Equipment equal in value for items of Equipment not delivered. If all or a part of the original or substituted Equipment has not been accepted by Lessee on or before the Nonacquired Equipment Date, the Lease shall terminate as to such unaccepted portion of the Equipment (the "Nonacquired Equipment") as of the Nonacquired Equipment Date. Exhibit A to this Leasing Schedule shall be deemed to be automatically amended to delete all reference to the Nonacquired Equipment. As set forth in the Escrow Agreement, a payment to Lessor pursuant to Section 3.5 of the Escrow Agreement shall constitute a partial prepayment of Lease Payments (as hereinafter defined), and upon receipt of such prepayment, Lessee authorizes Lessor to prepare a revised Exhibit B to this Leasing Schedule reflecting such prepayment, which shall be delivered to Lessee, and Lessee shall acknowledge such revised Exhibit B in writing if requested by Lessor.
(g) Monies held by the Escrow Agent pursuant to the Escrow Agreement shall be paid to Lessor in accordance with Section 3.5 of the Escrow Agreement, including, without limitation, upon the occurrence of a Default or upon a termination of the Lease as a result of Lessee's governing body failing to appropriate sufficient funds to pay the Lease Payments and other amounts due hereunder for any fiscal period. (h) Lessee hereby represents as follows:
(i) The estimated total costs of the Equipment, including costs of negotiating and preparing the Lease and any assignment of the Lease by Lessor, shall not be less than the total principal portion of the Lease Payments. (ii) The Equipment has been ordered or is expected to be ordered within six months of the Lease Commencement Date, and the Equipment is expected to be delivered and installed, and the Supplier fully paid, within eighteen (18) months of the Lease Commencement Date. (iii) Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (a) that is reasonably expected to be used to pay the Lease Payments, or (b) that may be used solely to prevent a default in the payment of the Lease Payments. (iv) The Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in part, prior to the expiration of the Lease Term.
(v) To the best of Lessee's knowledge, information and belief, all expectations referenced above are reasonable.”

12. AMENDMENT TO SECTION 6 OF THE AGREEMENT: For purposes of this Lease, Section 6 of the Agreement shall be deleted and the following substituted therefor:
“6. Delivery and Acceptance. Lessee, as Lessor's agent, shall cause the Equipment to be delivered to Lessee at the location specified in Exhibit A ("Equipment Location"). Lessee shall pay all transportation and other costs, if any, incurred in connection with delivery of the Equipment. Lessee shall accept the Equipment (by delivery of a requisition request as described in Section 3(e) above) as soon as it has been delivered and is operational.

Concurrently with the delivery of its final requisition request, Lessee shall evidence its acceptance of all Equipment by executing and delivering to Lessor an Acceptance Certificate substantially in the form attached to the Escrow Agreement. Such Acceptance Certificate shall include the description of all Equipment covered by any and all requisition requests issued under the Lease (the "Final Equipment Description"). Exhibit A shall be deemed automatically amended to the extent necessary to correct any differences between Exhibit A and the Final Equipment Description.”

13. MISCELLANEOUS: Lessor and Lessee agree that the terms and conditions of the Agreement are hereby incorporated into this Leasing Schedule to the same extent as if such terms and conditions were set forth in full herein. THIS LEASING SCHEDULE (AS INCORPORATING THE TERMS OF THE AGREEMENT),

TOGETHER WITH ANY EXHIBITS AND ATTACHMENTS HERETO, CONTAIN THE COMPLETE AGREEMENT OF THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDE AND REPLACE ANY PREVIOUSLY MADE PROPOSALS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

Capitalized terms used herein, which are not otherwise defined herein, shall have the same meanings as set forth in the Agreement. Any amendments contained or incorporated into this Leasing Schedule, which in any way alter the terms of the Agreement, shall be effective only with respect to this Leasing Schedule and shall be ineffective with respect to any other Leasing Schedule. The Lease shall become effective at the time of Lessor's acceptance (by execution hereof) at its corporate offices, by an authorized representative of Lessor.

EXHIBIT A
to
Leasing Schedule #20011891

DESCRIPTION OF EQUIPMENT
Equipment Description:

Energy savings equipment as described in the Performance Contracting Agreement dated October ___, 2022, by and between Lessee and Siemens Industry Inc. (See Exhibit A-1 attached hereto for Scope of Work and Services.)
Equipment Locations: [EQUIPMENT LOCATION ADDRESSES TO BE CONFIRMED.] The Equipment will be located at the following locations within the City of Cudahy, California, all within the County of Los Angeles, State of California:

City Hall, 5220 Santa Ana St., Cudahy, CA 90201;
Bedwell Hall, 5218 Santa Ana St., Cudahy, CA 90201;
Cudahy Park, 5220 Santa Ana St., Cudahy, CA 90201;
Clara Street Park/Community Center, Sports Complex, 4835 Clara St., Cudahy, CA 90201; Clara Expansion Park, 4838 Clara St., Cudahy, CA 90201; and Public Works/Lugo Park, 7810 Otis Ave., Cudahy, CA 90201. (The foregoing property description shall be deemed to be automatically amended to the extent necessary to conform to the Final Equipment Description as provided in Section 6 of the Agreement.) Lessor: SIEMENS PUBLIC, INC. Lessee: CITY OF CUDAHY, CALIFORNIA By: By:

Title: Title:

By:

Title:

EXHIBIT A-1

SCOPE OF WORK AND SERVICES
[Scope of Work and Services from PCA to be attached.]

EXHIBIT B
to
Leasing Schedule #20011891

LEASE PAYMENT SCHEDULE
Lease Commencement Date: October 7, 2022
Principal Amount: $5,100,000
Interest Rate: _____%
Lease
Payment Date
Lease
Payment Interest Principal
Principal
Balance
Concluding
Payment 1
[To be provided by Lessor.]
Lessor: SIEMENS PUBLIC, INC. Lessee: CITY OF CUDAHY, CALIFORNIA By: By:

Title: Title:

By:

Title:
_________________
1 After payment of the Lease Payment and all other amounts then due. The Concluding Payment also contains prepayment fees, if applicable. Prepayments, as provided in Section 21 of the Lease, are permitted only on the due date of the Lease Payment that is asterisked and on the due date of each Lease Payment thereafter.

ESCROW AGREEMENT RELATING TO EQUIPMENT
SUBJECT TO LEASING SCHEDULE #20011891

NAME AND ADDRESS

OF LESSOR

NAME AND ADDRESS

OF LESSEE

NAME AND ADDRESS

OF ESCROW AGENT
Siemens Public, Inc.
200 Wood Avenue South, Suite 200
Iselin, NJ 08830
Attn: President
Fax: 610-219-9766
City of Cudahy, California
5220 Santa Ana Street
Cudahy, CA 90201
Attn: ______________
Fax: _______________
UMB Bank, N.A.
2 S. Broadway, 6th Floor
St. Louis, MO 63102
Attn: Corporate Trust Department
Fax: 314-612-8499
Escrow Fund: "City of Cudahy, California Equipment Acquisition Escrow Fund," which shall consist of an “Equity Account” and a “Proceeds Account”
Escrow Fund Deposit: $6,330,610, consisting of $5,100,000 of Lease proceeds to be deposited in the Proceeds Account and $1,230,610 to be deposited by the Lessee in the Equity Account Maximum Financed Lease Preparation Costs: $0
In consideration of the mutual agreements and covenants herein contained and for other valuable consideration, the parties hereto agree as follows:

ARTICLE 1

DEFINITION AND RULES OF CONSTRUCTION

1.1. Definitions. Terms defined in the Lease and capitalized herein shall, for purposes of this Escrow Agreement (the “Escrow Agreement”), have the meanings given them in the Lease unless the context requires otherwise. The terms defined below shall have the meanings given to them below:
"Acquisition Costs" means the amount paid for any portion of the Equipment upon the Lessee's acceptance thereof in connection with the acquisition and installation of the Equipment, all of which shall have been approved by the Lessor in its sole discretion.
"Authorized Officer of Lessee" means the Mayor or Finance Director of the Lessee or any of their respective designees. "Authorized Officer of Lessor" means any of the officers designated on an officer list provided by the Lessor to the Escrow Agent from time to time.
“Code” means the Internal Revenue Code of 1986.
“Effective Date” means the Lease Commencement Date, as defined in the Lease. “Equity Account” means the Equity Account within the Escrow Fund identified above. "Escrow Agent" means the Escrow Agent identified above and its successors and assigns. "Escrow Fund" means the Escrow Fund identified above.
“Escrow Fund Deposit” means the Escrow Fund Deposit identified above. "Lease" means that certain Leasing Schedule referenced in the title to this Escrow Agreement under Master Lease Purchase Agreement dated October 7, 2022, between the Lessor and the Lessee. "Lessee" means the Lessee identified above and its successors and assigns. "Lessor" means the Lessor identified above and its successors and assigns. “Maximum Financed Lease Preparation Costs” means the Maximum Financed Lease Preparation Costs identified above.

“Permitted Investments” means the following to the extent permitted by applicable law and to the extent they comply with the Arbitrage Investment Instructions attached hereto as Exhibit B:
(i) Bonds or interest-bearing notes or obligations of the United States, or those for which the faith and credit of the United States are pledged for the payment of principal and interest, which mature on or before the date on which the proceeds of such bonds, notes or obligations are expected to be used for the purpose set forth herein;
(ii) Bonds or interest-bearing notes or obligations that are guaranteed as to principal and interest by a federal agency of the United States, which mature on or before the date on which the proceeds of such bonds, notes or obligations are expected to be used for the purpose set forth herein; (iii) Mutual funds invested exclusively in investments described in the preceding Subparagraphs (i) and (ii), or agreements to repurchase such investments, including those mutual funds for which the Escrow Agent or an affiliate of the Escrow Agent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, and (b) the Escrow Agent charges and collects fees for services rendered pursuant to this Escrow Agreement, which fees are separate from the fees received from such funds; and
(iv) Interest-bearing deposits of the Escrow Agent.
“Principal Office”, when used with respect to the Escrow Agent, means the office of the Escrow Agent situated in St.

Louis, Missouri, at which the Escrow Agent conducts a corporate trust business. “Proceeds Account” means the Proceeds Account within the Escrow Fund identified above.

1.2. Rules of Construction. Words of the masculine and feminine genders shall be deemed and construed to include the neuter gender. Unless the context otherwise indicates, the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. The terms "hereby," “hereof,” “hereto,” “herein,” “hereunder” and any similar terms, as used in this Escrow Agreement, refer to this Escrow Agreement.

ARTICLE 2

RECITALS AND REPRESENTATIONS

2.1. Lease Purchase Agreement. The Lessor and the Lessee have entered into the Lease whereby the Lessor has agreed to lease certain Equipment to the Lessee and the Lessee has agreed to lease said Equipment from the Lessor. Under the terms of the Lease, the Lessor and the Lessee agree that the Lessee shall provide for the acquisition and installation of the Equipment.

2.2. Deposit of Monies; Disbursement of Monies from the Escrow Fund. To provide for payment of Acquisition Costs, the Lessor and Lessee will deposit, or cause to be deposited on its behalf, with the Escrow Agent, the Escrow Fund Deposit.

The Lessor and the Lessee agree that they will direct the Escrow Agent in accordance with Section 3.2 to make all disbursements from the Escrow Fund first from the Equity Account for the portions of the Equipment consisting of Roof Upgrades as identified in the contract with the Supplier until all funds held therein are expended for costs of the Equipment, and second from the Proceeds Account.

2.3. Lease Payments. Under the Lease, the Lessee is obligated to pay to the Lessor or its assigns Lease Payments for the lease of the Equipment.

2.4. Conditions Precedent Satisfied. All acts, conditions and things required by law to exist, happen and be performed precedent to and in connection with the execution and entering into of this Escrow Agreement have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly empowered to execute and enter into this Escrow Agreement.

ARTICLE 3

ESTABLISHMENT AND ADMINISTRATION OF ESCROW FUND

3.1. Escrow Fund. The Escrow Fund, which shall consist of the Equity Account and the Proceeds Account, is hereby established with the Escrow Agent. The Escrow Agent shall keep the Escrow Fund separate and apart from all other funds and monies held by it. The Escrow Agent agrees to receive and deposit in the Escrow Fund the Escrow Fund Deposit.

3.2. Administration of the Escrow Fund.

3.2.1. The Escrow Agent shall administer the Escrow Fund as provided in this Section 3.2.

3.2.2. Amounts in the Escrow Fund shall be disbursed for Acquisition Costs as follows:

3.2.2.1. Disbursements for costs incurred in connection with the negotiation and preparation of the Lease and any assignment of the Lessor's interest in the Lease in an amount not to exceed the Maximum Financed Lease Preparation Costs shall be made by the Escrow Agent from the Proceeds Account upon receipt of written instructions from the Lessor; and

3.2.2.2. Disbursements from the Escrow Fund for Acquisition Costs other than costs associated with the negotiation and preparation of the Lease and any assignment of the Lessor's interest in the Lease shall be made by the Escrow Agent upon receipt of a Requisition Requesting Disbursement in the form attached hereto as Exhibit A, executed by an Authorized Officer of Lessee and approved for payment by an Authorized Officer of Lessor. So long as the Escrow Agent disburses funds in accordance with the written instructions of the Lessor pursuant to Section 3.2.2.1 or the requisition provided for above, it shall have no liability on account of disbursements from the Escrow Fund under Section 3.2.2 hereof.

3.2.3. After completion of the installation of all of the Equipment and concurrently with its delivery of the final Requisition Requesting Disbursement, the Lessee shall deliver to the Escrow Agent an Acceptance Certificate executed by an Authorized Officer of Lessee, substantially in the form of Attachment 1 to Exhibit A hereto, setting forth the final acceptance date for the Equipment. Upon receipt of the Acceptance Certificate and the final Requisition Requesting Disbursement, and subject to the provisions of Section 3.4 hereof, the Escrow Agent shall pay the balance of any amounts remaining in the Escrow Fund as follows: (i) if so directed in writing by an Authorized Officer of Lessee and approved in writing by an Authorized Officer of Lessor, the amount specified in that direction shall be paid to the Lessee to reimburse the Lessee for the interest portion of Lease Payments paid by the Lessee during the acquisition period for the Equipment, and (ii) any of the balance not paid to the Lessee pursuant to clause (i) shall be paid to the Lessor on behalf of the Lessee to be applied by the Lessor to prepay a portion of the Lessee's principal obligations under the Lease.

3.2.4. No amounts shall be withdrawn or transferred from or paid out of the Escrow Fund except as provided in this Article 3.

3.2.5. If the monies in the Escrow Fund are not sufficient to pay all of the Acquisition Costs, the Lessee shall pay from other funds the balance of the Acquisition Costs as they come due.

3.3. Monies in Escrow Fund. The monies and the investments held by the Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of the Lessor and the Lessee, and such moneys, together with any income or interest earned thereon, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either the Lessor or the Lessee. With respect to any interest that the Lessee may have in the Escrow Fund, the parties hereto intend that the Lessor have a security interest in the Escrow Fund, and such security interest is hereby granted by the Lessee, to secure payment of all sums due to the Lessor under the Lease. For such purpose, the Escrow Agent hereby agrees to (a) act as control agent for the Lessor in connection with the perfection of such security interest, (b) note, or cause to be noted, on all books and records relating to the Escrow Fund, the Lessor’s security interest therein, and (c) comply with entitlement orders or other instructions originated by the Lessor in accordance with Section 3.2 above directing disposition of the funds in the Escrow Fund without further consent by the Lessee.

3.4. Investment of Monies in Escrow Fund.

3.4.1. All monies held by the Escrow Agent in the Escrow Fund shall be invested and income and earnings thereon shall be distributed in accordance with the provisions of this Section 3.4.

3.4.2. The Escrow Agent shall invest amounts on deposit in the Escrow Fund in Permitted Investments as directed by an Authorized Officer of Lessee in writing. In the absence of such written instructions, Escrow Agent shall invest such monies in investments of the type described in subparagraph (iv) of the definition of Permitted Investments.

3.4.3. All interest or income on the Escrow Fund shall be deposited in the Escrow Fund.

3.4.4. The Escrow Agent shall not be liable for any loss or decrease in value resulting from the making or disposition of any investment pursuant to the provisions of this Section 3.4, and any such losses shall be charged to the Escrow Fund with respect to which such investment was made.

3.4.5. The Escrow Agent shall have the right to liquidate any investments held, in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent in its capacity as escrow agent hereunder shall not have any liability for any loss sustained as a result of any investment made pursuant to the instructions of the Lessee or as a result of any liquidation of any investment prior to its maturity or for the failure by the Lessee to give the Escrow Agent instructions to invest or reinvest the Escrow Fund or any earnings thereon.

3.4.6. The Lessee and the Escrow Agent shall comply with the Arbitrage Investment Instructions attached hereto as Exhibit B. The Arbitrage Investment Instructions shall be amended at any time, without action by any party hereto, if in the opinion of counsel nationally recognized in the area of tax-exempt municipal obligations and satisfactory to the Lessor and the Lessee, such amendment is necessary or desirable to ensure that the interest portion of the Lease Payments are excludable from gross income for federal income tax purposes. Neither such instructions, whether or not amended, nor any failure to amend such instructions shall affect or diminish any obligation or liability of the Lessee under the Lease, including without limitation Section 9 thereof.

3.5. Termination. The Escrow Fund shall be closed upon the earlier of:
(i) completion of the acquisition and installation of the Equipment as evidenced by an Acceptance Certificate and payment of all of the Acquisition Costs therefor; (ii) twenty-four months from the Effective Date (or such later date as may be agreed to in writing by the Lessor and the Lessee with notice in writing to the Escrow Agent); (iii) if the Lease is subject to non-appropriation, receipt of a written notice to the Escrow Agent from the Lessor that the Lease has terminated because the Lessee’s governing body has failed to appropriate funds for the payment of Lease Payments and other amounts due under the Lease for any fiscal period; or (iv) receipt of a written notice to the Escrow Agent from the Lessor that a Default under the Lease has occurred.

Upon the occurrence of one of the events described above, the Escrow Agent shall pay the balance of any funds then remaining in the Escrow Fund to the Lessor or its assigns on behalf of the Lessee to be applied as a prepayment of a portion of the Lessee’s principal obligation under the Lease in a manner determined by the Lessor.

ARTICLE 4

COVENANTS, DEFAULT AND LIMITATION OF LIABILITY

4.1. No Obligation with Respect to Performance by Escrow Agent. The Lessor and the Lessee shall have no obligation or liability to any party with respect to the performance by the Escrow Agent of any duty imposed upon it under this Escrow Agreement.

4.2. No Liability by Escrow Agent. The Escrow Agent makes no representations or warranties as to the title to the Equipment or as to the performance of any obligations of the Lessor or the Lessee.

4.3. No Responsibility for Sufficiency. The Escrow Agent shall not be responsible for the sufficiency of the Lease. The Escrow Agent shall not be responsible or liable for any loss or decrease in value suffered in connection with any investment of funds made by it under the terms of and in accordance with this Escrow Agreement.

4.4. Indemnification to Escrow Agent. The Lessee hereby agrees to indemnify and hold the Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, legal fees and expenses (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instruction or other direction upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement. In addition to and not in limitation of the immediately preceding sentence, the Lessee also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent’s performance under this Escrow Agreement, provided the Escrow Agent has not acted with negligence, engaged in willful misconduct, or breached any provision of this Escrow Agreement. The provisions of this Section 4.4 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason.

ARTICLE 5

THE ESCROW AGENT

5.1. Appointment of Escrow Agent. The Escrow Agent is hereby appointed to serve in such capacity and the Escrow Agent shall receive, hold, invest and disburse the monies paid to it pursuant to this Escrow Agreement and the income and earnings thereon for credit to the Escrow Fund, and shall perform certain other functions, all as herein provided and subject to the terms and conditions of this Escrow Agreement.

5.2. Acceptance of Appointment. In consideration of the compensation herein provided for, the Escrow Agent accepts the appointment above referred to, subject to the terms and conditions of this Escrow Agreement. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement, and no further duties or responsibilities shall be implied. The Escrow Agent shall not have any liability under, nor duty to inquire into the terms and provisions of any agreement or instructions, other than outlined in this Escrow Agreement. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by the Lessor.

5.3. Escrow Agent; Duties, Removal and Resignation. By executing and delivering this Escrow Agreement, the Escrow Agent accepts the duties and obligations of the Escrow Agent provided for in this Escrow Agreement, and agrees to perform such duties and obligations with the same degree of care and skill customarily exercised by financial institutions in the performance of the duties similar to those set forth in this Escrow Agreement.

The Lessor may, by written request, remove the Escrow Agent initially a party to this Escrow Agreement, and any successor thereto, and may appoint a successor Escrow Agent, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Twenty-five Million Dollars ($25,000,000.00) and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section, the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Escrow Agent may at any time resign by giving thirty (30) days written notice to the Lessor, but its resignation shall not become effective until a successor Escrow Agent has been appointed. Upon receiving such notice of resignation, the Lessor shall promptly appoint a successor Escrow Agent by an instrument in writing; provided, however, that in the event the Lessor does not appoint a successor Escrow Agent within sixty (60) days following receipt of such notice of resignation, the resigning Escrow Agent, at the expense of the Lessor, may petition an appropriate court having jurisdiction to appoint a successor Escrow Agent. Any resignation or removal of the Escrow Agent and appointment of a successor Escrow Agent shall become effective upon acceptance of appointment by the successor Escrow Agent. Upon written notice to the Lessor, any corporation or association into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent hereunder without further act.

5.4. Compensation of the Escrow Agent. The Lessee shall pay $750 to the Escrow Agent on the Effective Date as compensation for its agreement to provide services under this Escrow Agreement and thereafter either (a) $1,200 per year annually payable in arrears or (b) $100 per month or portion thereof for any partial years to the date of termination of this Escrow Agreement payable in arrears. The Lessee shall be responsible for paying any and all brokerage fees or commissions or similar expenses incurred in the investment and reinvestment of the Escrow Fund and all other expenses incurred in connection with this Escrow Agreement, including reasonable attorneys’ fees and expenses for matters in which the Lessee (and/or the Lessor) and the Escrow Agent are not adverse parties and which are not related to the Escrow Agent’s negligence, willful misconduct or breach of any provision of this Escrow Agreement.

5.5. Protection to the Escrow Agent. The Escrow Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity or accuracy of any such document. The Escrow Agent may consult with counsel, who may or may not be counsel to the Lessor or the Lessee, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Escrow Agreement in good faith and in accordance therewith.

Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Escrow Agreement, such matter (unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Authorized Officer of Lessee or an Authorized Officer of Lessor, or both, as appropriate, and any such certificate shall be full warrant for any action

taken or suffered in good faith under the provisions of this Escrow Agreement upon the faith thereof, but in its discretion the Escrow Agent may in lieu thereof accept other evidence of such fact or matter or may require such further additional evidence as to it may seem reasonable.

In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, the Escrow Agent shall provide written notice to the Lessor and Lessee of the reason of such uncertainty or the receipt of instructions, claims or demands (with a copy thereof to the parties hereto), and it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction.

Except as otherwise expressly provided in this Escrow Agreement, any request order, notice or other direction required or permitted to be furnished pursuant to any provision hereof by the Lessee or the Lessor shall be sufficiently executed if executed in the name of the Lessee or the Lessor by an Authorized Officer of Lessee or Lessor, as the case may be.

The Escrow Agent either as principal or agent, may also engage in or be interested in any financial, fiduciary, agency or other transaction with the Lessee or the Lessor, and may act as depository, trustee, or agent for any assignee of the Lessor or other obligations of the Lessee as freely as if it were not Escrow Agent hereunder.

The recitals, statements and representations in this Escrow Agreement shall be taken and construed as made on the part of the Lessee and not by the Escrow Agent, and the Escrow Agent does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.

The Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder, and the Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent or receiver selected by it with reasonable care. The Escrow Agent shall not be answerable for the exercise of any discretion or power under this Escrow Agreement or for anything whatever in connection with the Escrow Fund established hereunder, except only for its own willful misconduct, negligence or breach of any provision of this Escrow Agreement.

Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) even if advised of the likelihood of such loss or damage and regardless of the form of action.

The Escrow Agent shall not be required to take notice or be deemed to have notice of any default hereunder unless the Escrow Agent shall be specifically notified in writing of such default by the Lessee or the Lessor. All notices or other instruments required hereunder to be delivered to the Escrow Agent must, in order to be effective, be delivered to the office of the Escrow Agent as specified in Section 6.3 herein, and in the absence of such notice so delivered, the Escrow Agent may conclusively assume there is no such default except as aforesaid.

The Escrow Agent shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.

Before taking such action hereunder, the Escrow Agent may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the Escrow Agent’s negligence, willful misconduct or breach of any provision of this Escrow Agreement.

ARTICLE 6
AMENDMENT; ADMINISTRATIVE PROVISIONS

6.1. Amendment. This Escrow Agreement may only be amended by written agreement among all of the parties.

6.2. Escrow Agent to Keep Records. The Escrow Agent shall keep a copy of this Escrow Agreement and books and records of all monies received and disbursed under this Escrow Agreement, which shall be available for inspection by the Lessor at any time during regular business hours upon prior written request. In addition, the Escrow Agent shall furnish monthly statements of any monies received and disbursed during such period and the balance of any monies held and a listing of the investment(s) of such monies at the end of such monthly period to the Lessor.

6.3. Notices. All communications hereunder shall be in writing, shall be sent to the appropriate notice address set forth on

with this section, and shall be deemed to be duly given and received:

(i) upon delivery if delivered personally or upon confirmed transmittal via telephone call-back to one of the phone numbers listed on Schedule 1 hereto or such other phone number as provided by the Lessor to the Escrow Agent if by facsimile; or
(ii) on the date received if sent by overnight courier or if mailed by prepaid certified mail, return receipt requested.

In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate. All written notices hereto shall be simultaneously given to Lessor’s Fiscal Agent, Siemens Financial Services, Inc., 200 Wood Avenue South, Suite 200, Iselin, NJ 08830, Attention: Chief Financial Officer.

6.4. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law, and consents to the jurisdiction of said courts.

6.5. Security Procedures. In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement) whether in writing, by telecopier or otherwise, the Escrow Agent shall seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for individuals authorized to give or confirm payment instructions may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Lessor or the Lessee to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable. All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer.

6.6 Severability. Any provision of this Escrow Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Escrow Agreement.

6.7. Binding on Successors. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

6.8. Headings. Headings preceding the text of the several Articles and Sections hereof, and the table of contents, are solely for convenience of reference and shall not constitute a part of this Escrow Agreement or affect its meaning, construction or effect.

6.9. Execution in Counterparts; Electronic Transaction. This Escrow Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. All signatures of the parties to this Escrow Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature reproduces and will be binding upon such party. If one of the parties requests after the date of this Escrow Agreement that the other parties hereto deliver a copy of the Escrow Agreement with an original signature page to such requesting party, the non-requesting parties shall promptly deliver a copy of this Escrow Agreement with an original signature page to the requesting party. In addition, the transaction described herein may be conducted and related documents may be received, sent or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

6.10. Force Majeure. In the event that any party to this Escrow Agreement is unable to perform its obligations under the terms of this Escrow Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other cause reasonably beyond its control, such party shall not be liable for damages to the other parties for any unforeseeable damages resulting from such failure to perform or otherwise from such causes. Performance under this Escrow Agreement shall resume when the affected party is able to perform substantially that party’s duties.

6.11 Tax Identification Numbers. Upon execution of this Agreement, the Lessee shall provide the Escrow Agent with a fully executed W-8 or W-9 IRS form, or such other tax document as is appropriate for the Lessee, which shall include the Lessee's Tax Identification Number. All interest or other income earned under the Escrow Agreement shall be for the account of Lessee and shall be so reported by the Escrow Agent to the Internal Revenue Service and all other applicable taxing

authorities. The Escrow Agent shall report, and, as required, withhold and remit, to the appropriate authorities, any taxes as it determines may be required by any law or regulation in effect at the time of a distribution or as otherwise required. In the event that any earnings remain undistributed at the end of any calendar year, Escrow Agent shall report to the Internal Revenue Service or such other authority such earnings as it deems appropriate or as required by any applicable law or regulation or, to the extent consistent therewith, as directed in writing by the Lessor and Lessee.

6.12 Account Opening Information. In order to assist the United States government to prohibit the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Accordingly, in order to establish the Escrow Fund, the Escrow Agent will ask for information that will allow the Escrow Agent to identify all relevant parties.

IN WITNESS WHEREOF, the parties have executed and attested this Escrow Agreement by their officers thereunto duly authorized as of the Effective Date.

CITY OF CUDAHY, CALIFORNIA, as Lessee
By:

Name:

Title:

UMB BANK, N.A., as Escrow Agent
By:

Name:

Title:

SIEMENS PUBLIC, INC., as Lessor
By:

Name:

Title:

By:

Name:

Title:

SCHEDULE 1
Telephone Number(s) for Call-Backs and
Person(s) Designated to Give and Confirm Funds Transfer Instructions If to Lessor:

Name Telephone Number Signature Specimen

1. Eric Detwiler 610 / 232-2068

2. Michele Morrisey 610 / 232-2959

3. Shanda Flannery 610 / 232-2076

4. Glenda Lopez 610 / 232-2097
If to Lessee:

Name Telephone Number Signature Specimen

1. 2.

3. Telephone call-backs shall be made to both Lessor and Lessee if joint instructions are required pursuant to this Escrow Agreement. All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer.

EXHIBIT A

FORM OF REQUISITION REQUESTING DISBURSEMENT
REQUISITION REQUESTING: ___ PARTIAL DISBURSEMENT Invoice No. _______________ ___ FINAL DISBURSEMENT
In accordance with Leasing Schedule #20011891 (the “Lease”) to Master Lease Purchase Agreement dated October 7, 2022, between Siemens Public, Inc. (the "Lessor”), and the undersigned as lessee (the “Lessee”), and further in accordance with the Escrow Agreement Relating to Equipment Subject to Leasing Schedule #20011891 (the "Escrow Agreement"), dated October 7, 2022, among the Lessor, the Lessee and UMB Bank, N.A., as Escrow Agent, the Lessee hereby requests a disbursement from the Escrow Fund for the following Acquisition Costs of the Equipment listed below. Terms capitalized but not defined in this Requisition shall have the meaning given such terms in the Lease or the Escrow Agreement, as applicable.

Quantity Item
Amount
Payable from
Equity Account
Amount
Payable from
Proceeds Account
Name and
Address of Payee*
The Lessee hereby represents and warrants for all purposes that:

1. The amount to be disbursed constitutes all or a portion of the Acquisition Costs of the Equipment, said amount is required to be disbursed pursuant to a Purchase Contract entered into therefor by or on behalf of the Lessee, and said amount is not being paid in advance of the time, if any, fixed for any payment.

2. Acquisition and installation of the applicable portion of the Equipment for which payment is being requested has been completed in accordance with plans and specifications approved by the Lessee and in accordance with the terms and conditions of the applicable Purchase Contract(s). Said applicable portion of the Equipment is suitable and sufficient for the expected uses thereof, but this statement is made without prejudice to any rights against third parties which exist at the date hereof or which may subsequently come into being.

3. No amount set forth in this Requisition Requesting Disbursement was included in any Requisition Requesting Disbursement previously filed with the Escrow Agent for which payment was actually made by the Escrow Agent.

4. By the delivery to Escrow Agent of this Requisition Requesting Disbursement, the Lessee irrevocably accepts that portion of the Equipment and related services and labor represented by this Requisition Requesting Disbursement. If this Requisition Requesting Disbursement is the Final Disbursement Requisition (as indicated above), there is attached hereto as Attachment 1 an original of the Acceptance Certificate, executed by an Authorized Officer of Lessee, evidencing the Lessee’s acceptance of all Equipment (including all Equipment represented by any and all prior Requisitions Requesting Disbursement).

5. The Lessee has made such investigation of such sources of information as are deemed necessary and is of the opinion that the applicable portion of the Equipment has been fully paid for, and no claim or claims exist against the Lessee or any Supplier out of which a lien based on furnishing labor or material exists or might arise. Funds are on deposit in the Escrow Fund sufficient to make payment of the full amount which might in any event be payable in order to satisfy such claim or claims contested by the Lessee and described in this or any previous Requisition Requesting Disbursement.

6. By delivery of this Requisition Requesting Disbursement by the Lessee, the Lessee does hereby represent and warrant to the Lessor, that: (i) each of the representations and warranties of the Lessee contained in the Lease (and any documents related thereto) is true and correct on and as of the date hereof; (ii) the Lessee has performed all of its obligations under the Lease (and any documents related thereto) that are required to be performed by the Lessee on or prior to the date hereof; (iii) no Default exists under the Lease and no event has occurred and is continuing that with notice or the lapse of time or both would constitute a Default under the Lease; and (iv) the person signing this Requisition Requesting Disbursement is an Authorized Officer of Lessee.
__________________
* A current IRS Form W-9 for the payee is attached hereto or an IRS Form W-9 has been previously submitted to Escrow Agent.

Date: CITY OF CUDAHY, CALIFORNIA
Approved for Payment: By:

SIEMENS PUBLIC, INC., by Title:

SIEMENS FINANCIAL SERVICES, INC.,
As Fiscal Agent
By:

Title:

By:

Title:

ATTACHMENT 1

TO EXHIBIT A
(FORM OF REQUISITION REQUESTING DISBURSEMENT)

ACCEPTANCE CERTIFICATE
The undersigned, as the Lessee under that certain Leasing Schedule #20011891 (the “Lease”) to Master Lease Purchase Agreement dated October 7, 2022, with Siemens Public, Inc., as lessor (the “Lessor”), hereby acknowledges receipt in good condition of all of the equipment (the “Equipment”) described on the attached Annex A; hereby accepts such Equipment “AS-IS, WHERE-IS”; and hereby certifies that it has inspected the Equipment, that the Equipment is in good working order and complies with all purchase orders, contracts and specifications, that the Lessee has fully and satisfactorily performed all covenants and conditions to be performed by it as of this date under the Lease with regard to such Equipment, that the Lessee waives any right to revoke its acceptance, that such Equipment is fully insured in accordance with Section 16 of the Lease, and that such Equipment constitutes all or a portion of the Equipment as that term is defined in the Lease. This certificate is made without prejudice to any rights against third parties which may exist as of the date hereof or which may subsequently come into being.

CITY OF CUDAHY, CALIFORNIA
Acceptance Date: By:

Name:

Title:

ANNEX A
TO ATTACHMENT 1
(ACCEPTANCE CERTIFICATE)
DESCRIPTION OF EQUIPMENT∗
The following items:

∗ The Equipment subject to this Acceptance Certificate is deemed to include all items listed in each Requisition Requesting Disbursement submitted to the Escrow Agent pursuant to the Escrow Agreement whether or not such items are specifically included in this Description of Equipment. The Escrow Agent has no responsibility or duty to verify or validate any such Equipment related to this Agreement.

B-1

EXHIBIT B

ARBITRAGE INVESTMENT INSTRUCTIONS
These Arbitrage Instructions provide guidance regarding compliance with § 148 of the Internal Revenue Code of 1986, as amended (the "Code"), in order to preserve the exclusion from gross income for federal income tax purposes of the interest components of Lease Payments to be paid by the Lessee under the Lease. Pursuant to the Escrow Agreement, the Escrow Agent has agreed to hold, invest and disburse the proceeds of the Lease.

In Section 9 of the Lease, the Lessee has covenanted that it will not knowingly take any action that would cause the interest portion of the Lease Payments under the Lease to become includable in gross income of the recipient for federal income tax purposes under the Code and the applicable Treasury Regulations promulgated thereunder (defined below as the "Regulations"), and that it will take and will cause its officers, employees and agents to take all affirmative actions legally within its power and known to it to be necessary to ensure that the interest portion of the Lease Payments does not become includable in gross income of the recipient for federal income tax purposes under the Code and the Regulations. These actions include compliance with all requirements of the Code and the Regulations relating to the rebate of arbitrage profit to the United States of America, including without limitation the calculation and payment to the United States of any rebate required to preserve said exclusion of the interest components of Lease Payments.

Section 1. Definitions. In addition to the capitalized terms defined in the Lease and in § 148 of the Code and the Treasury Regulations issued thereunder, the following capitalized terms are defined:
"Bona Fide Debt Service Fund" means, under Treas. Reg. § 1.148-1(b), a fund that (1) is used primarily to achieve a proper matching of revenues with Lease Payments within each Lease Year, and (2) is depleted at least once each Lease Year, except for a reasonable carryover amount not to exceed the greater of (a) the investment earnings on the fund for the preceding Lease Year, or (b) 1/12 of the total Lease Payments on the Lease for the preceding Lease Year. For purposes of these Arbitrage Instructions, as of any date, all amounts in the Proceeds Account of the Escrow Fund which are expected to be used to pay capitalized interest during the current Lease Year should be treated as amounts in a Bona Fide Debt Service Fund.

It is not expected that any Sale Proceeds would be held in a Bona Fide Debt Service Fund. "Escrow Fund" means the special escrow trust fund established in the custody of the Escrow Agent under the Escrow Agreement.
"Final Computation Date" means the date the last Lease Payment is made and the Lease is terminated. "Gross Proceeds" means (i) Sale Proceeds; (ii) investment proceeds derived from the investment of Sale Proceeds; (iii) amounts held in a sinking fund for the Lease; (iv) amounts held in a pledged fund or reserve fund for the Lease; and (v) any transferred proceeds. Specifically, Gross Proceeds include all amounts held in the Proceeds Account of the Escrow Fund. "Installment Computation Date" means every 5th anniversary of the Issue Date. "Investment" means any security, obligation, annuity contract or other investment-type property which is purchased directly with, or otherwise allocated to, Gross Proceeds. Such term does not include obligations the interest on which is excluded from federal gross income, except for "specified private activity bonds" as such term is defined in Code § 57(a)(5)(C). "Issue Date" means the date on which the Lease is executed and delivered. "Lease Year" means each one-year period ending on each annual anniversary of the Lease Commencement Date. "Minor Portion" means the lesser of $100,000 or 5% of the Sale Proceeds. "Reasonable Retainage" means Gross Proceeds retained by the Lessee for reasonable business purposes, such as to ensure or promote compliance with a construction contract; provided that such amount may not exceed 5% of net Sale Proceeds of the Lease on the date 18 months after the Issue Date. "Regulations" means Treasury Regulations §§ 1.148-0 through 1.148-11, 1.149(d)-1, 1.149(g)-1, 1.150-1 and

1.150-2, as the same may hereafter be amended, and any other temporary, proposed or final regulations promulgated by the Internal Revenue Service to implement the requirements of § 148(f) of the Code and applicable to the Lease. "Sale Proceeds" means any amounts actually or constructively received from the "sale" of the Lease (i.e., execution, delivery and funding or purchase of the Lease by the Lessor or the Lessor's assignee if the Lessor's assignee is funding the Lease), including amounts used to pay any discount or compensation to underwriters, lease brokers, placement agents or financial advisors and accrued interest other than pre-issuance accrued interest. "Special Tax Counsel" means a counsel of recognized national standing in the field of law relating to municipal bonds.

B-2
Section 2. Covenants. The Lessee agrees (a) to compute the arbitrage rebate on the Lease, or to determine that all or a portion of the Gross Proceeds are exempt from the rebate requirements, as appropriate, in accordance with the Regulations, and (b) to pay to the United States all arbitrage rebate due in accordance with these Arbitrage Investment Instructions and the Regulations. Further guidance relating to arbitrage rebate is set forth in the Tax Certificate.

Section 3. Investments. All Gross Proceeds must be invested in accordance with this Section. (a) Temporary Periods/Yield Restriction. Proceeds of the Lease deposited in the Proceeds Account of the Escrow Fund and investment earnings thereon may be invested without yield restriction for not more than three years after the Issue Date, except as otherwise provided in this Section. If any unspent proceeds remain in the Proceeds Account of the Escrow Fund after three years, such amounts may continue to be invested without yield restriction, except as otherwise provided in this Section, so long as all yield reduction payments are computed and paid to the IRS in accordance with Treas. Reg. § 1.148-5(c).

Any amounts in the Proceeds Account of the Escrow Fund after completion of the acquisition of the Equipment in excess of the sum of the Lease Payments coming due within 12 months of such completion plus $100,000 and any amounts not invested as described above shall be invested at a yield not greater than the yield on the Lease. (b) Fair Market Value.
(1) General. No Investment may be acquired with Gross Proceeds for an amount (including transaction costs) in excess of the fair market value of such Investment, or sold or otherwise disposed of for an amount (including transaction costs) less than the fair market value of the Investment. The fair market value of any Investment is the price a willing buyer would pay to a willing seller to acquire the Investment in a bona fide, arm's-length transaction. Fair market value shall be determined in accordance with § 1.148-5 of the Regulations. Where there is no established securities market for an Investment, use the applicable paragraphs below.
(2) Certificates of Deposit. The purchase price of a certificate of deposit (a "CD") is treated as its fair market value on the purchase date if (i) the CD has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal; (ii) the yield on the CD is not less than the yield on reasonably comparable direct obligations of the United States; and (iii) the yield is not less than the highest yield published or posted by the CD issuer to be currently available on reasonably comparable CDs offered to the public. (3) Other Investments. If an Investment is not described above, the fair market value may be established through a competitive bidding process, as follows:
(A) at least three bids on the Investment must be received from persons with no financial interest in the Lease (e.g., as underwriters or brokers); and (B) the yield on the Investment must be equal to or greater than the yield offered under the highest bid.

Section 4. Arbitrage Rebate Exceptions.
(a) Small Issuer Exception. The Lessee will not be obligated to pay arbitrage rebate to the United States if (i) the Lessee is a governmental unit under the laws of its state with general taxing powers; (ii) the Lease is not a private activity bond as defined in Section 141 of the Code; (iii) 95% or more of the net proceeds of the Lease will be used for local governmental activities of the Lessee; and (iv) the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the Lessee and all subordinate entities thereof during the calendar year in which the Lease Commencement Date (as defined in the Lease) occurs does not exceed $5,000,000. (b) Six-Month Exception. The obligation to pay arbitrage rebate to the United States will be treated as satisfied if (1) the Gross Proceeds (as modified below) are allocated to expenditures for the governmental purpose of the Lease within six months after the Issue Date; and (2) arbitrage rebate is paid in accordance with Section 148 of the Code on all other Gross Proceeds.

For purposes of paragraph (1) above, Gross Proceeds do not include amounts in a Bona Fide Debt Service Fund or amounts that become Gross Proceeds after the end of the six-month spending period, but were not expected to be Gross Proceeds as of the Issue Date (e.g., Gross Proceeds arising from a sale of the facilities financed with the Lease). The Lease meets the sixmonth expenditure test even if, at the end of the six-month period, Gross Proceeds not exceeding the Minor Portion remain unspent, so long as such Gross Proceeds are spent within one year after the Issue Date. The use of Gross Proceeds to pay the principal component of any Lease Payment will not be treated as an expenditure of Gross Proceeds. (c) Eighteen-Month Exception. The obligation to pay arbitrage rebate to the United States will be treated as satisfied if

B-3
(1) the Gross Proceeds (as modified below) are allocated to expenditures for the governmental purpose of the Lease in accordance with the following schedule:

Minimum
Time Period Percentage of
after the Gross Proceeds
Issue Date Spent
6 months 15
1 year 60
18 months 100
and;
(2) arbitrage rebate is paid in accordance with Section 148 of the Code on all other Gross Proceeds.

For purposes of paragraph (1) above, Gross Proceeds do not include amounts in a Bona Fide Debt Service Fund or amounts that become Gross Proceeds after the end of the 18-month spending period, but were not expected to be Gross Proceeds as of the Issue Date (e.g., Gross Proceeds arising from a sale of the facilities financed with the Lease). The Lease meets the 18- month expenditure test even if, at the end of the 18-month period, Gross Proceeds not exceeding a Reasonable Retainage remain unspent, so long as such proceeds are spent within 30 months after the Issue Date. In addition, the failure to satisfy the final spending requirement at the end of the 18-month period is disregarded if the Lessee uses due diligence to complete the facilities financed with the Lease, and the amount of Gross Proceeds unspent does not exceed the lesser of 3% of the "issue price" of the Lease (i.e., the amount paid by the Lessor or the Lessor's assignee if the Lessor's assignee is funding the payment) or $250,000. However, the use of Gross Proceeds to pay the principal component of any Lease Payment will not be treated as an expenditure of such Gross Proceeds.

Section 5. Computation and Payment of Arbitrage Rebate. (a) Computation, Notice and Transfer. Except as provided above, the Lessee shall compute arbitrage rebate within 45 days after each Installment Computation Date, and within 45 days after the Final Computation Date, in accordance with the Regulations. Upon each computation of arbitrage rebate, the Lessee shall give written notice to the Lessor by first class mail, postage prepaid, including a copy of such computation, showing the arbitrage rebate due, together with an opinion or certificate stating that arbitrage rebate was determined in accordance with the Regulations. (b) Exception for Bona Fide Debt Service Fund. Amounts in a Bona Fide Debt Service Fund are exempt from the arbitrage rebate requirements.
(c) Rebate Payments. Within 60 days after each Installment Computation Date and the Final Computation Date, the Lessee shall pay to the United States the amount of arbitrage rebate then due, determined in accordance with the Regulations.

Each payment of arbitrage rebate shall be mailed or delivered to:

Internal Revenue Service Center
Ogden, UT 84201
(or any other address required by the Regulations) and shall be accompanied by IRS Form 8038-T and such other forms, documents or certificates as may be required by the Regulations. The Lessee shall send a copy of any such correspondence, payments, forms or documents to the Lessor.

Section 6. Records. The Lessee shall retain a copy of each computation of arbitrage rebate, and the Escrow Agent shall, to the best of its abilities, retain detailed records with respect to each Investment, including: (a) purchase date, (b) purchase price, (c) information establishing the fair market value on the date such investment was allocated to the Lease, (d) any accrued interest paid, (e) face amount, (f) coupon rate, (g) frequency of interest payments, (h) disposition price, (i) any accrued interest received, and (j) disposition date. The Lessee and the Escrow Agent shall retain all such records until six years after the Final Computation Date.

Section 7. Filing Requirements. The Lessee shall file or cause to be filed with the Internal Revenue Service such reports or other documents as are required by the Code. The Escrow Agent shall provide to the Lessee, upon written request, all information required to be retained by it pursuant to the Escrow Agreement (including these Arbitrage Investment Instructions).

Section 8. Survival after Defeasance. Notwithstanding anything in the Escrow Agreement to the contrary, the obligation to pay arbitrage rebate to the United States and to comply with all other requirements contained in these Arbitrage Instructions and in the Regulations shall survive the payment or defeasance of the Lease.

Section 9. Opinion of Special Tax Counsel. These Arbitrage Instructions may be modified or amended in whole or in part upon receipt of an opinion of Special Tax Counsel to the effect that such modifications and amendments will not adversely affect the exclusion from federal gross income of the interest components of the Lease Payments. * * *

PRFSS-TET,EGRAM
Local. News. Matters.
presstelegram.com
Long Beach Press-Telegram
5150 E. Pacific Coast Highway Suite 200
Long Beach, California 90804
562 499-1236
City of Cudahy
5220 Santa Ana Street
Cudahy, California 90201
FILE NO. 0011560079

PROOF OF PUBLICATION
(2015.5 C.C.P.)

STATE OF CALIFORNIA
County of Los Angeles
I am a citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years,
and not party to or interested in the above-entitled
matter. I am the principal clerk of the printer of Long Beach Press-Telegram, a newspaper of general
circulation, printed and published in the City of Long
Beach*, County of Los Angeles, and which newspaper
has been adjudged a newspaper of general circulation
by the Superior Court of the County of Los Angeles,
State of California, under the date of March 21, 1934,
Case Number 370512. The notice, of which the annexed
is a printed copy, has been published in each regular and entire issue of said newspaper and not in any
supplement thereof on the following dates, to wit:
09/16/2022
I certify (or declare) under the penalty of perjury that the foregoing is true and correct.

Executed at Long Beach, California,
this 16th day of September, 2022.

Signature
"Long Beach Press-Telegram, a newspaper of general circulation, is delivered to and available in but not limited to the following cities: Long Beach, Lakewood, Bellflower, Cerritos, Downey, Norwalk, Artesia, Paramount, Wilmington, Compton, South Gate, Los Alamitos, Seal Beach, Cypress, La Palma, Lynwood, San Pedro, Hawaiian Gardens, and Signal Hill.

NOTICE OF PUBLIC HEARING ON INTENTION

OF THE CITY OF CUDAHY, CALIFORNIA TO

CONSIDER ENTERING INTO A MASTER

LEASE PURCHASE AGREEMENT
NOTICE IS HEREBY GIVEN of the intention
of the City of Cudahy, California ("City") to
enter into a master lease purchase agreement
with Siemens Public, Inc. (the "Agreement")
pursuant to the terms of California
Government Code section 4217.13.

The time and place set for the public hearing
before the City Council of the City regarding
the intention of the City to enter into the
Agreement is October 4, 2022, at 6:30 p.m., or
as soon thereafter as practicable, conducted
vi rtua I ly th rough Zoom, pursuant to Ca I iforn ia
Government Code section 54953, as amended
by AB 361. At such time, the testimony of such
interested persons for or against the proposed
Agreement will be heard. Any protest
pertaining to the regularity or sufficiency of
the proceedings shall be in writing and shall
clearly set forth the irregularities and defects
to which the objection is made. Any written
protests shall be filed with the City on or
before the time set for the hearing. The City
may waive any irregularities in the form or
content of any written notice and the hearing
may correct minor defects in the proceedings.

Written protests may be withdrawn, in
writing, at any time before the conclusion of
the hearing.

Members of the public may participate via
Zoom application by using the following
link at: Zoom Link https://us06web.zoom.
usfl/84521573096; Zoom Meeting ID: 845 2157
3096. Public comment may be provided by
using the "Raise Hand" feature on Zoom.

Members of the public may also participate
via Zoom by calling in and entering the
Meeting ID at Zoom telephone number: l (669)
900-6833. Public comment may be provided by
call-in users on Zoom by dialing start c-•·) nine
(9), when it is your turn to speak, the user will
need to dial (*) six (6) to unmute themselves.

DATED: September 14, 2022
Richard Iglesias
City Clerk
City of Cudahy, California
Long Beach Press-Telegram
Published: 9/16/22
Public Notice - Master Lease (5007693) - Page 1 of 1
Attachment E Page 344 of 507

PRFSS-TET,EGRAM
Local. News. Matters.
presstelegram.com
Long Beach Press-Telegram
5150 E. Pacific Coast Highway Suite 200
Long Beach, California 90804
562 499-1236
City of Cudahy
5220 Santa Ana Street
Cudahy, California 90201
FILE NO. 0011560123

PROOF OF PUBLICATION
(2015.5 C.C.P.)

STATE OF CALIFORNIA
County of Los Angeles
I am a citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years,
and not party to or interested in the above-entitled
matter. I am the principal clerk of the printer of Long Beach Press-Telegram, a newspaper of general
circulation, printed and published in the City of Long
Beach*, County of Los Angeles, and which newspaper
has been adjudged a newspaper of general circulation
by the Superior Court of the County of Los Angeles,
State of California, under the date of March 21, 1934,
Case Number 370512. The notice, of which the annexed
is a printed copy, has been published in each regular and entire issue of said newspaper and not in any
supplement thereof on the following dates, to wit:
09/16/2022
I certify (or declare) under the penalty of perjury that the foregoing is true and correct.

Executed at Long Beach, California,
this 16th day of September, 2022.

Signature
"Long Beach Press-Telegram, a newspaper of general circulation, is delivered to and available in but not limited to the following cities: Long Beach, Lakewood, Bellflower, Cerritos, Downey, Norwalk, Artesia, Paramount, Wilmington, Compton, South Gate, Los Alamitos, Seal Beach, Cypress, La Palma, Lynwood, San Pedro, Hawaiian Gardens, and Signal Hill.

NOTICE OF PUBLIC HEARING ON INTENTION

OF THE CITY OF CUDAHY, CALIFORNIA TO

CONSIDER ENTERING INTO AN ENERGY

SERVICES CONTRACT
NOTICE IS HEREBY GIVEN of the intention
of the City of Cudahy, California ("City") to
enter into an energy services contract with
Siemens Industry, Inc., or a related entity
(the "Contract"}, pursuant to the terms of
California Government Code section 4217.12.

The time and place set for the public hearing
before the City Council of the City regarding
the intention of the City to enter into the
Contract is October 4, 2022, at 6:30 p.m., or
as soon thereafter as practicable, conducted
vi rtua I ly th rough Zoom, pursuant to Ca I iforn ia
Government Code section 54953, as amended
by AB 361. At such time, the testimony of
such interested persons for or against the
proposed Contract will be heard. Any protest
pertaining to the regularity or sufficiency of
the proceedings shall be in writing and shall
clearly set forth the irregularities and defects
to which the objection is made. Any written
protests shall be filed with the City on or
before the time set for the hearing. The City
may waive any irregularities in the form or
content of any written notice and the hearing
may correct minor defects in the proceedings.

Written protests may be withdrawn, in
writing, at any time before the conclusion of
the hearing.

Members of the public may participate via
Zoom application by using the following
link at: Zoom Link https://us06web.zoom.
usfl/84521573096; Zoom Meeting ID: 845 2157
3096. Public comment may be provided by
using the "Raise Hand" feature on Zoom.

Members of the public may also participate
via Zoom by calling in and entering the
Meeting ID at Zoon telephone number: 1 (669)
900-6833. Public comment may be provided by
call-in users on Zoom by dialing start c•·) nine
(9), when it is your turn to speak, the user will
need to dial (*) six (6) to unmute themselves.

DATED: September 14, 2022
Richard Iglesias
City Clerk
City of Cudahy, California
Long Beach Press-Telegram
Published: 9/16/22
Public Notice - Energy Services (5007693) - Page 1 of 1

132504779.2
Norton Rose Fulbright US LLP
555 California Street, Suite 3300
San Francisco, California 94104-1609
United States
Tel +1 628 231 6800
nortonrosefulbright.com
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

October 7, 2022
City of Cudahy
Cudahy, California
Siemens Public, Inc.

Malvern, Pennsylvania
Re: Master Lease Purchase Agreement, dated October 7, 2022, between the City of Cudahy, as Lessee, and Siemens Public, Inc., as Lessor
Ladies and Gentlemen:

In our capacity as special counsel to the City of Cudahy, California (the “City” or “Lessee”), a municipal corporation existing under the laws of the State of California, we have examined (i) the Leasing Schedule #20011891 and a Master Lease Purchase Agreement, dated October 7, 2022 (together, the “Lease Agreement”), between the City of Cudahy, as Lessee, and Siemens Public, Inc., as Lessor (“Siemens” or “Lessor”); (ii) the Escrow Agreement, dated October 7, 2022 (the “Escrow Agreement” and, together with the Lease Agreement, the “Agreements”), among the City, Siemens and UMB Bank, N.A., as escrow agent thereunder; (iii) Resolution No. 2022-__ adopted by the City Council of the City on October 4, 2022; (iv) an opinion of Olivarez Madruga Law Organization, LLP (the “City Attorney”), dated October 7, 2022, relating to the Agreements, the proceedings in connection with the approval and execution of the Agreements, and certain other matters; (v) the Tax Certificate of the City, dated October 7, 2022, relating to the Lease Agreement and (vi) such other documents, certificates, opinions and matters of law as we have deemed necessary to enable us to render the opinions expressed herein. All capitalized terms used but not defined herein have the meanings ascribed to them in the Lease Agreement.

We have assumed, but have not verified, that the signatures on all documents, certificates and opinions that we have reviewed are genuine. In our examination, we have assumed, but have not verified, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission or which we obtained from sites on the internet, and the authenticity of the originals of such latter documents. As to facts and certain other matters and the consequences thereof relevant to the opinions expressed herein and the other statements made herein, we have relied without investigation or verification upon, and have assumed the accuracy and completeness of, certificates and letters (including opinion letters), and oral and written statements and representations of public officials, officers and other representatives of the City, counsel for the City, and others. Further, we express no opinion as to whether the City has complied with any bidding process required under law in connection with the Agreements, and we have assumed such compliance, if applicable.

Attachment F Page 346 of 507
City of Cudahy
Siemens Public, Inc.

October 7, 2022

132504779.2
Our services as special counsel were limited to such examination and to rendering the opinions set forth below. In addition, the City Attorney is delivering its opinion to you on this date, and we are relying upon the City Attorney opinion for certain matters set forth therein.

Based upon the foregoing and subject to the limitations and qualifications herein specified, as of the date hereof, we are of the opinion, under existing law, that:

1. The City is authorized and has power under State of California (the “State”) law to enter into the Agreements, and to carry out its obligations thereunder.

2. The Agreements have each been duly authorized, executed and delivered by the City and, assuming due authorization, execution, and delivery thereof by the other parties thereto, each constitutes a legal, valid and binding obligation of the City enforceable against the City in accordance with its terms.

3. Under existing statutes, regulations, rulings and judicial decisions, and assuming compliance by the City with certain covenants in the Lease Agreement and the Tax Certificate and requirements of the Internal Revenue Code of 1986 regarding the use, expenditure and investment of the amounts deposited by Siemens into the Escrow Fund and the timely payment of certain investment earnings to the United States of America, the portion of each lease payment (each a “Lease Payment”) under the Lease Agreement representing interest is not includable in the gross income of the owners of the Lease Payments for federal income tax purposes. Failure to comply with such covenants and requirements may cause the portion of each Lease Payment representing interest to be included in gross income retroactive to the date of execution and delivery of the Lease Agreement.

4. Under existing law, the portion of each Lease Payment representing interest is not treated as an item of tax preference for purposes of the federal alternative minimum tax.

5. Under existing law, the portion of each Lease Payment representing interest is exempt from personal income taxes imposed by the State.

Except as stated in paragraphs 3, 4 and 5 above, we express no opinion as to any federal or state tax consequence of the ownership or disposition of the Lease Payments. Further, certain requirements and procedures contained or referred to in the Lease Agreement or in other documents may be changed, and certain actions may be taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area of tax-exempt obligations. We express no opinion as to the effect of any change to any document pertaining to the Lease Payments or of any action taken or not taken where such change is made or action is taken or not taken without our approval or in reliance upon the advice of counsel other than ourselves with respect to the exclusion from gross income of the portion of each Lease Payment representing interest for federal income tax purposes.

We have not examined title to any of the Equipment and express no opinion with respect thereto, nor do we express any opinion as to the priority of any liens or security interest created by any

City of Cudahy
Siemens Public, Inc.

October 7, 2022

132504779.2
document or the state or quality of title to any of the personal property described in or subject to any lien of the Agreements or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such property.

The opinions expressed in paragraphs 1 and 2 above are qualified to the extent the enforceability of the Agreements may be limited by applicable bankruptcy, insolvency, debt adjustment, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally or as to the availability of any particular remedy. The enforceability of the Agreements is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to the limitations on legal remedies against governmental entities in the State.

The opinions expressed and the statements made herein are based on an analysis of existing laws, regulations, rulings and court decisions. Moreover, our opinions are not a guarantee of result and are not binding on the Internal Revenue Service or the State of California; rather, such opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above. Such opinions and statements may be adversely affected by actions taken or events occurring, including a change in law, regulation or ruling (or in the application or official interpretation of any law, regulation or ruling) after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions are taken or such events occur, and we have no obligation to update this letter in light of such actions or events or for any other reason.

No attorney-client relationship has existed or exists between our firm and the addresses hereof, other than the City, in connection with the Agreements or by virtue of this letter. This letter is being delivered to you solely for your benefit and may not be used, circulated, quoted, or otherwise referred to for any other purpose, or relied upon by anyone else without our prior written consent.

Respectfully submitted,

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
10/04/2022 Page 1 of 3

STAFF REPORT
Date: October 4, 2022
To: Honorable Mayor/Chair and City Council/Agency Members From: From: Alfonso Noyola, City Manager/Executive Director By: Aaron Hernandez-Torres P.E., Public Works Director/City Engineer Subject: Approval of Professional Services Agreement with Transtech Engineers, Inc., for On Call Design Engineering Services for Capital Improvement and Community Development Block Grant Projects

RECOMMENDATION
City Council is requested to award a Professional Services Agreement (PSA) for On Call Design Engineering Services for Capital Improvement and Community Development Block Grant Projects to Transtech Engineers, Inc.

BACKGROUND

1. On July 28, 2022, the City issued an RFP for On Call Design Engineering Services. (Attachment A).

2. On August 18, 2022, the proposal due date closed, and three engineering firms submitted a proposal.

3. On September 26, 2022, Transtech Engineers, Inc. was notified that it was the top ranked proposal and would be recommended to Council for contract approval.

ANALYSIS
Due to project demands outlined in the City’s Capital Improvement Plan, staff has determined it necessary to further contract a consultant for On-Call Design Engineering Servicesto expedite and oversee CDBG construction projects and CIP projects funded by various special funding sources.

In response to the City’s issued RFP, three (3) bid proposals were received. Following staffs analysis it was determined that Transtech Engineers, Inc. submitted the best value services as it offered a combination of experience, expertise, staff availability and fair fee to conduct the various projects the City is planning in the following years.

Item Number
16A

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
10/04/2022 Page 2 of 3

Additionally, when comparing the rate for primary project staffing who have obtained their PE (Professional Engineer License), and licenses and certificates in diversified fields, Transtech Engineers also ranks the highest. In accordance to the policies of local return and CDBG programs, City staff therefore recommends that City Council award the contract to Transtech Engineers, Inc.

Below is a projected three-year CIP project list:
• Street Improvement Projects
• Pedestrian and Bike Projects (Active Transportation and Complete Streets Projects) • Traffic Signal Projects
• Engineering Studies and Plans
• Environmental Green Projects
• Grant Funded Projects
• CDBG Projects
Projected design costs for these projects are approximately $1.4 million. The majority of these projects will be funded through special funds and allocations, using allowable administrative costs. This will have no financial impact to the general fund.

If approved, the contract term would be three years with two one-year options. The not-toexceed amount for the life of the contract would be $1.4 million to be offset by special project funds.

Transtech would provide design engineering services to draft project Plan, Specifications & Estimates (PS&E) as well as offer as needed construction support services throughout the construction phase of a project.

Staff also determined that Transtech Engineers, Inc. shall be required to submit individual project proposals for each assignment to ensure that project administration budgets are not exceeded.

CONCLUSION
Approving this professional services agreement between the City of Cudahy and Transtech Engineers, Inc. ensures the City has the capacity to create the proper construction documents for its future infrastructure projects. Approval will ensure the City continues to stay on task and on schedule for the CIP projects referenced above. In addition, it will ensure completion of the City’s CIP project implementation, per city of Cudahy Strategic Implementation Plan.

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
10/04/2022 Page 3 of 3

FINANCIAL IMPACT
The not to exceed contract amount would be $1.4 million. However, the final dollar amount will depend on final construction costs, which will be determined in the early stages of project implementation. All costs incurred will be charged to the associated special funding source. In this case the following project costs will be reimbursed by CDBG, Prop A, Prop C, Measure R, Measure M, SB1 Funding, Caltrans and Metro grants (HSIP,ATP), and other grants. Project budgets will not impact the General Fund.

ATTACHMENTS
A. On Call Design Engineering Services for Capital Improvement and Community Development Block Grant Projects RFP.

B. Draft Professional Services Agreement between the City of Cudahy and Transtech Engineers, Inc.

REQUEST FOR PROPOSALS

TO PROVIDE
On Call Design Engineering Services
For Capital Improvement and Community
Development Block Grant Projects
TO THE

CITY OF CUDAHY
Attachment A Page 352 of 507

IMPORTANT DATES
RFP ISSUED July 28, 2022

DEADLINE TO SUBMIT QUESTIONS

PROPOSAL DUE DATE
August 8, 2022
August 18, 2022
at 3:00 PM
PROPOSALS ARE EVALUATED August 24, 2022 – August
29, 2022

NOTIFICATION OF TOP RANKED

CONSULTANTS FOR ORAL INTERVIEW
(If applicable)
August 29, 2022

EVALUATION COMMITTEE INTERVIEWS OF

TOP RANKED CONSULTANTS
(If applicable)
August 30 - 31, 2022

NOTIFICATION TO PREFERRED

CONSULTANT
September 8, 2022

i
Table of Contents
I. INTRODUCTION.................................................................................................. 1 II. BACKGROUND.................................................................................................... 1 III. SCOPE OF WORK............................................................................................... 1 IV. GENERAL INFORMATION .................................................................................. 3 V. TERMS AND CONDITIONS................................................................................. 8 VI. PROPOSAL CONTENT ....................................................................................... 9 VII. EVALUATION PROCEDURES........................................................................... 11 VIII. PROPOSAL SUBMITTAL................................................................................... 12 IX. STAFF CONTACT.............................................................................................. 13 APPENDIX A – Sample Contract .................................................................................. 14 APPENDIX B – Summary Sheet ................................................................................... 32 APPENDIX C – Certification of Acceptance and Proposal for Modification .................. 33 APPENDIX D – False Claims Form............................................................................... 34 APPENDIX E – Civil Litigation History........................................................................... 37