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18-0116_SIEMENS INDUSTRY, INC._D2_Agenda ReportN41 1116/2018 D 2pe City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Xenjamin Siegel, City Manager SUBMITTED BY: Steve May, Public Works and Utilities Director PREPARED BY: Tom Toman, Assistant Public Works Director DATE. January 16, 2018 SUBJECT: Consideration of Resolutions Authorizing the City Manager to Execute Contracts with Siemens for Converting City Street Lights from High Pressure Sodium to Light Emitting Diode Technology RECOMMENDATION: 1. Open the public hearing, take public testimony, and close the public hearing; and, 2. Approve a Resolution authorizing the City Manager to execute contract documents and specifications with Siemens Industry Inc., substantially in the form attached, for the LED Street Light Conversion Project (Attachment 1), which will govern the labor and installation components of the Project to convert City street lights from high pressure sodium to light emitting diode technology; and, 3. Approve a Resolution authorizing the City Manager to execute contract documents with Siemens Financial Services Inc., substantially in the form attached, for the LED Street Light Conversion Project (Attachment 2), which will govern the procurement and financing components of the Project. EXECUTIVE SUMMARY: The City Council last considered an item to convert City street lights to light emitting diode (LED) technology on July 18, 2017, at which time the Council held a public hearing and authorized the City Manager to execute a contract with Siemens Industry Inc. to complete the initial analysis required for converting the street lights. Since that time, Siemens has completed its Investment Grade Audit (IGA) and all associated analysis required to carry out the conversion project in a manner that ensures that the City Council Agenda Report January 16, 2018 Paae2of8 anticipated cost to the City for the energy efficiency services provided will be less than the anticipated cost savings resulting from the implementation of the energy efficiency measures. The IGA Report is included as Attachment 3. As a result, staff is recommending that the Council approve Resolutions that authorize the City Manager to execute the agreements necessary to acquire, install, and finance the new street lighting system. Specifically, staff is recommending that the Council approve Contract Documents and Specifications with Siemens Industry Inc. for the LED Street Light Conversion Project (the "Installation Contract") (Attachment 4), and approve a separate Equipment Lease Agreement (Attachment 5) with Siemens Financial Services Inc. to govern the procurement and financing components of the Project. DISCUSSION/ANALYSIS: 1. Background The City currently owns and maintains approximately 1,743 street lights. Of these, the majority (1,158) are traditional high pressure sodium (HPS) lamps, and 425 are induction lamps. The City spends roughly $100,000 annually for electricity for the street lighting and currently pays Excel Electric $65,000 annually to maintain the street lights. The competing street lighting technologies are HPS, induction, and LED. Developments in LED technology over the past 10 years now make LED lighting a more cost effective technology than HPS lighting because of energy savings and the much longer service life of LED lights. The existing 425 induction street lights should last another 10 years while providing energy efficiency nearly comparable to LED lights. These induction lights could be considered for conversion after the current lights begin to reach the end of their service life. LED lighting offers the following benefits when compared to our existing HPS lighting: • Reduced energy consumption: LEDs achieve equivalent illumination while using approximately 50% less electrical energy than HPS lights. • Lower maintenance costs: LEDs last approximately 20 years compared to about four years for HPS. • Improved lighting quality: LEDs provide more uniform light and color rendering. • Reduced light trespass: LEDs reduce the amount of light in unwanted directions, minimizing light pollution. Staff released a Request for Proposals for converting City street lights from HPS to LED technology on December 1, 2016. The City received four technical proposals and four separate fee proposals on January 26, 2017. Staff reviewed and evaluated the technical proposals and ranked each one based on the firms' qualifications, experience, Project understanding, approach, proposed schedule, and references. Staff met with the top ranked firm, Siemens Industry Inc., to review the scope and proposed fees. A check of the references for Siemens also indicated that they are well qualified to do this work. In addition, on April 18, 2017, the Council received presentations from three of the four proposers and viewed a street light LED demonstration on Paseo Adelanto. Again, City Council Agenda Report January 16, 2018 Paae 3 of 8 based on the four technical proposals submitted, staff ranked the proposal by Siemens Industry Inc. (Attachment 6) the highest based on qualifications, experience, references, proposed cost savings, and other relevant factors. After considering the competitive proposals and demonstrations by the proposers, the Council selected Siemens Industry Inc. for the conversion Project and directed the City Manager to return to the Council with a proposed Project schedule, a contract with Siemens Industry Inc. for the conversions, and a financing agreement with Siemens Financial Services. 2. Vendor Qualifications Siemens Industry Inc. is one of the world's largest producers of energy-efficient, resource saving technologies. The Siemens ITS branch of the company has conducted thousands of street light retrofits and over 1,500 guaranteed energy performance contracts. They are a leader in the LED street light conversion field and utilize professionally certified engineers, project managers, and electricians to execute conversion projects. Some key benefits of partnering with Siemens on this Project include their in-house installation staff, highly -qualified project management staff, and project financing through Siemens Financial Services. 3. Project Overview The City and Siemens are utilizing the Energy Services Contract (ESCO) implementation approach for this Project. This approach allows the City to implement a citywide LED street light conversion without the need to pay up front capital costs. Specifically, this Project is funded using the resulting energy and operating cost savings over a 10 -year period. Siemens' approach includes conducting a comprehensive energy audit and system design that identifies improvements to save energy. In consultation with the City, Siemens has designed the lighting system and subsequently secured financing through Siemens Financial Services. Once financing is secured and in place, the Project installation is executed with a system warranty. After the 10 -year contract ends, all energy and maintenance cost savings are retained by the City. A general overview of the proposed Project approach is outlined below: • Proiect Development: Includes a system -wide field audit with GIS data collection, photometric design, LED selection, Investment Grade Assessment report, SDG&E billing audit and rebate advocacy from Siemens, and project financing (COMPLETED). • Project Implementation: Includes material procurement, installation planning and GIS installation tool, and recycling and disposing of materials. • Project Completion: Includes delivery of final as -built documentation, GIS database, and utility rebate submittals. • Warranty and Maintenance: Includes 10 years material and one year labor. The approved July 2017 contract (Attachment 7) between the City and Siemens Industry Inc. covered the first phase of the Project: Project Development, as described City Council Agenda Report January 16, 2018 Pacie 4 of 8 above. This work has been completed and fully defines the technology to be used and the savings that will be generated by the conversion Project. The cost of this first phase will be incorporated into the overall financing. 4. Investment Grade Audit (IGA) and Analysis Siemens has determined the existing street light placement (e.g. height, street width etc.) and conducted an analysis of the proposed replacement lights to provide improved lighting levels for safe and adequate lighting on City streets. Siemens audit staff identified 1,743 street lights located in the public right-of-way throughout the city, consisting of the following styles: 1,190 Mission Bell, 20 Lantern Post Top, 52 Acorn Post Top, 1 Colonial Post Top, 4 Floodlights, and 476 Cobra Head. Siemens compared their audit data with the City's SDG&E billing records and identified 1,138 street lights that are eligible for the LED conversion Project. During the process, Siemens assisted City staff in reviewing and determining the appropriate balance between lighting levels and energy savings. The City's overall goals and site specific variations were taken into consideration and included route classification, adjoining land uses, school areas, crosswalks, pedestrian activity, and public safety considerations. Additionally, the Siemens design team discussed with staff "lessons learned" from other municipalities' previous experiences with LED street lighting conversions. Siemens engineering staff also -performed field measurements and computer modeling of representative areas to determine current lighting levels during the Photometric Analysis phase of the Project. Utilizing City approved LED fixtures and associated test data from prospective manufacturers, the design team used photometric computer modeling to estimate the illumination of the proposed LED fixtures, ensuring that City approved lighting levels were met and maintained. Additionally, Siemens provided a supplementary design step called a geographical assessment, which involves a visual map that identifies each location based on style, wattage, and lamp type. This map assisted in identifying locations that have a different wattage of lamp than surrounding fixtures and allowed the designers and City staff to determine whether to continue with a one-for-one retrofit approach based on the existing system, or whether to modify individual locations to better match the surrounding environment. 5. Next Steps The ESCO implementation approach allows the City to negotiate a contract with a single entity that will implement energy efficiency measures that can be paid for through the cost savings from those measures, rather than following more traditional public bidding procedures that would require the City to pay up -front capital costs. In order to utilize the ESCO approach, the City must hold a public hearing and find that the anticipated cost to the City for the energy efficiency services provided will be less than the anticipated cost savings resulting from the implementation of the energy efficiency measures. The anticipated cost savings are outlined in in the FISCAL IMPACT section of this report. City Council Agenda Report January 16, 2018 Paae 5 of 8 As noted above, the July 2017 professional services agreement provided that Siemens conduct the initial project development and IGA work necessary to determine the specific technology that will best achieve the City's goals. With this work now complete, staff is recommending that the City enter into two contracts: the Installation Contract to govern the labor and installation components of the Project; and, an Equipment Lease Agreement arrangement with Siemens Financial Services Inc. whereby the City makes lease payments to Siemens over a 10 -year term that are less than the energy and operation savings derived from the LED street light conversion. At the end of the term, the City will own the LED fixtures, and all energy and maintenance -related cost savings we be retained by the City. It is anticipated that the materials procurement and system conversion will take approximately three months to complete after the contract is initiated. FISCAL IMPACT: There are no up -front costs to the City for the conversion of the City's HPS street lights to LED technology. The cost of the initial phase of work covered in the July 2017 professional services agreement is $33,315.10. If the Council approves the Project implementation phase, then the above costs would be incorporated into the lease purchase costs of the entire Project. However, if the Council decides not to approve the final Project implementation phase and/or the lease purchase financing component, then the City would need to pay Siemens for the work completed during the project development phase of the Project. The annual energy savings from the proposed Project is anticipated to be approximately $60,000, with additional maintenance savings close to $28,000. The total cost to install the 1,138 eligible LED streetlights is $452,400, inclusive of all material, labor and equipment for installation. Siemens Financial Services Inc., in coordination with City staff, has proposed a taxable lease purchase agreement for a 10 -year term with an annual payment to Siemens of $57,700, beginning in April 2019. Staff recommends the lease purchase agreement on a taxable basis (4.69%) in order to preserve maximum flexibility for anticipated future revenue generation opportunities, such as small cell site installations with various telecommunication vendors. Furthermore, the additional cost to finance the Project on a taxable basis is negligible with respect to annual interest costs. Lastly, staff also contacted three banks and found the Siemens interest rate to be within the range of quotes provided by the banks. As of January 1, 2018, California public agencies incurring indebtedness which last for longer than 13 months are required pursuant to Senate Bill 450 to provide a good faith disclosure produced by a lender, financial advisor or underwriter of certain key financing terms at an open meeting of the public. As a result, Siemens Financial Services Inc. has provided a letter to the City that addresses Senate Bill 450. The letter is included as Attachment 8. The following information summarizes a good faith estimate of such terms produced by Siemens Financial Services Inc. and is intended to satisfy the requirements of Senate Bill 450: City Council Agenda Report January 16, 2018 Page 6of8 _ a) Tnie interest cost: The interest rate being used on the Lease -Purchase Agreement is 4.69% and is tied to like term swap rates (2.51 % at ten years). The rate will be fixed upon commencement of the lease which occurs at the completion of the LED lighting project. b) Fidlancing charge, Siemens Financial Services, Inc. (SFS) is being charged $8,500 fee by their outside counsel; however, the City will not be responsible for this. SFS will be responsible for paying this fee. c) Proceeds of financing received by City: SFS will be paying an estimated $452,388.00 to Siemens Industry Inc. on behalf of the City. d) Total Payment Amount at the end of the term: Total amount of the 10 annual payments is $577,075.95. As a result of the conversion Project and financing terms, this program creates an expected annual savings of approximately $30,300 as outlined in the table below, with a total program savings of nearly $400,000 over the 10 -year term as energy savings escalate in accordance with projected SDG&E tariff rate increases over that period. At the end of the term, the City will own the LED fixtures and all energy and maintenance - related cost savings will be retained by the City. Table of Current and Protected Annual Costs ProjectedItem Current erenci Energy Cost $100,000 $ 40,000 $60,000 Maintenance Cost $ 65,000 $ 35,000 $28,000 Payment to Siemens $ 0 $ 57,700 ($57,700 Totals $165,000 $132,700 $30,300 The attached Installation Contract with Siemens Industry Inc. provides a scope of work for the labor and installation components of the Project, while the financing terms are included in the attached Equipment Lease Agreement with Siemens Financial Services Inc. As noted previously in this report, if Siemens presents a replacement and financing plan for the proposed Project that meets the objectives set forth in the Scope of Services and are satisfactory to the City, and the parties do not execute it within 60 days after completion of the draft contract with Siemens Industry, Inc., then the City is obligated to pay Siemens the fee of $33,315.19 for the Project development phase of this Project. Alternatively, if Siemens provides a contract and financing arrangement that meets the objectives set forth in the scope of services, and the parties execute the agreement, then the costs associated with this Agreement will be incorporated into the price of the Equipment Lease Agreement. City Council Agenda Report January 16, 2018 Page 7 of 8 ENVIRONMENTAL IMPACT: The Environmental Administrator finds that the proposed project is categorically exempt pursuant to State CEQA Guidelines Section 15301 (Existing Facilities), and Section 15302 (Replacement/Reconstruction). Section 15301 exempts the operation, repair, maintenance or minor alteration of existing public structures, facilities, and mechanical equipment involving negligible or no expansion of use. Section 15301 applies specifically to existing facilities of publicly owned utilities used to provide public utility service and existing streets, sidewalks and similar facilities including road grading for the purpose of public safety. Section 15302 exempts the replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced. Section 15302 applies specifically to the replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity. Here, the scope of the project involves the conversion of the City's existing street light fixtures to LED technology. The lighting replacement results in no expansion in the number of street light standards that currently exist. It has been further determined that none of the exceptions to the exemptions identified in State CEQA Guidelines section 15300.2 apply. Specifically, there is no potential for the cumulative impact of successive projects of the same type in the same place, over time, to be significant. This is because once replacement of the street light fixtures in kind is complete there will be no subsequent projects of the same type, in the same place. In addition, there are no unusual circumstances present that would result in a significant environmental effect. The project will take place within existing rights of way, and construction impacts will be minimized. Furthermore, there is no potential for the project to damage scenic resources, including trees, historic buildings, rock outcroppings located within an officially designated state scenic highway. The project will not be located on any site that is included on the Cortese List, which identifies hazardous waste sites. Finally, the project has no potential to cause a substantial adverse change in the significance of a historic resource. CITY COUNCIL REVIEW. On August 16, 2016, the City Council directed staff to conduct a full assessment of the various types of street light technology available that could achieve cost and energy savings, such as the goals of LED conversion, and to provide an estimated timeline for City Council consideration, along with options and cost ranges in November 2016. On November 15, 2016, the City Council received staff's presentation regarding street light conversion options and directed staff to request proposals for an LED conversion project and to return to the Council with recommendations for award of a contract. City Council Agenda Report January 16, 2018 Page8 of 8 On March 7, 2017, the City Council received a staff report with proposals from four firms, at which time the Council continued the item to a meeting in April and directed staff to arrange for presentations by one or more of the four proposers and demonstrations by proposers of their capabilities for installing LED street lights. On April 18, 2017, the City Council received a staff report for citywide street light conversion and received presentations from proposers regarding their proposals and capabilities. The Council viewed a demonstration of LED technology and authorized the City Manager to negotiate a contract with Siemens Industry Inc. for converting the City's street lights from high pressure sodium to LED technology. The Council also directed the City Manager to return to the City Council with a proposed project schedule and recommendations for consideration of a contract with Siemens Industry Inc. for LED street light conversion and consideration of financing agreements with Siemens Financial Services. • On July 18, 2017, the City Council held a public hearing and authorized the City Manager to execute a contract with Siemens Industry Inc. to complete the initial analysis required for converting the street lights. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: This item does not require commission review. NOTIFICATIONS: Brian Berlin, Project Manager, Siemens Industry Inc. Alex Valenti, Account Manager, Siemens Industry Inc. Kylon Waterbury, Siemens Industry Inc. Paul McElroy, Siemens Financial Services Inc. Michael Kerkorian, Chief Executive Officer, Utility Cost Management LLC ATTACHMENTS: Attachment 1 — Resolution to Execute Installation Contract Attachment 2 — Resolution to Execute Equipment Lease Agreement Attachment 3 — Investment Grade Audit Report (IGA) Attachment 4 — Proposed Installation Contract Attachment 5 — Proposed Equipment Lease Agreement Attachment 6 — Siemens Proposal (1/26/17) Attachment 7 — Professional Services Agreement for Project Development (7/8/17) Attachment 8 — Siemens Letter Re: Senate Bill 450 RESOLUTION NO. 18-01-16-xx RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT DOCUMENTS AND SPECIFICATIONS WITH SIEMENS INDUSTRY, INC. FOR THE LED STREETLIGHT CONVERSION PROJECT WHEREAS, the City of San Juan Capistrano desires to further reduce energy use, GHG emissions, and energy and maintenance costs by improving the energy efficiency in City operations; and, WHEREAS, on December 1, 2016 the City released a Request for Proposals for converting City street lights from high pressure sodium (HPS) lamps to light emitting diode (LED) technology in furtherance of these goals; and, WHEREAS, after considering the proposals received and demonstrations by three of the four proposes, the City Council selected Siemens Industry, Inc. ("Siemens") to conduct the conversion project, and directed staff to develop the specific scope of work for the project and contract with Siemens Industry Inc. for the conversion project; and, WHEREAS, Siemens and the City entered into an initial agreement in July 2017 to conduct a system -wide field audit with GIS data collection, photometric design, LED selection and prepare an investment grade assessment report, SDG&E billing audit and rebate advocacy from Siemens and make a proposal for project financing; and, WHEREAS, Siemens completed the tasks set forth in the initial agreement and made a proposal that would provide improved lighting levels for safe and adequate lighting on City streets, while also resulting in savings through reduced energy consumption and lower maintenance costs; and, WHEREAS, the City and Siemens desire to enter into a contract for the implementation and installation of the LED Streetlight Conversion Project, on the terms and with the scope of work as set forth in the Contract Documents and Specifications for the LED Streetlight Conversion Project as attached hereto as Exhibit A; and, WHEREAS, the savings over time associated with the overall project are estimated to be greater than the cost and based on the savings estimate backed by the Siemens audit and proposal, and as a result the overall Siemens proposal for the LED Streetlight Conversion Project meets the sole source contracting requirements under Government Code Section 4217.12 (a) (1); and, WHEREAS, the project does not involve a facility ground lease and is therefore not subject to the findings requirement in Government Code Section 4217.12 (a) (2); and, Attachmentl, Page 1 of 2 WHEREAS, the projects included in the proposed scope of work are Categorically Exempt under CEQA Guidelines Sections 15301 and 15302 as maintenance, repair and/or replacement projects; and, WHEREAS, on January 2, 2018, the City posted a public hearing notice in accordance with Government Code Section 4217.13 regarding sole source contracting for energy projects; and, NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Juan Capistrano that: 1. The City Manager is hereby authorized to execute the Contract Documents and Specifications for LED Streetlight Conversion Project with Siemens Industry, Inc. in the form attached hereto as Exhibit A, subject to minor amendments as approved by the City Manager and City Attorney (the "Contract"); and, 2. Consistent with Government Code Section 4217.12, the City Council finds that the anticipated cost to the City for electrical energy conservation services provided by the energy conservation facility under the Contract will be less than the anticipated marginal cost to the City of thermal, electrical, or other energy that would have been consumed by the City in the absence of those purchases; and, 3. The project does not involve a facility ground lease and is therefore not subject to the findings requirement in Government Code Section 4217.12 (a) (2); and, 4. The projects included in the Contract are Categorically Exempt under CEQA Guidelines Sections 15301 and 15302 as maintenance, repair and/or replacement projects PASSED, APPROVED, AND ADOPTED this 16th day of January 2018. SERGIO FARIAS, MAYOR ATTEST: MARIA MORRIS, CITY CLERK Exhibits A — Contract Documents and Specifications for LED Streetlight Conversion Project Attachmentl, Page 2 of 2 RESOLUTION NO. 18-01-16-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE PURCHASE AGREEMENT WITH SIEMENS PUBLIC, INC., AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of San Juan Capistrano (the "City") is a municipal corporation duly organized and existing under and pursuant to the Constitution and laws of the State of California; and, WHEREAS, the City desires to provide for financing in the approximate amount of $452,388 for the acquisition of certain energy efficient outdoor lighting fixtures to be installed within the City (the "Improvements"); and, WHEREAS, Siemens Public, Inc. ("Siemens") has proposed a cost-effective lease purchase financing arrangement for the acquisition of the Improvements, as set forth in that certain Master Lease Purchase Agreement between Siemens and the City (the "Lease"), which has been presented to the Council and is on file with the City Clerk; and, WHEREAS, the City has determined that this lease financing arrangement is the most economical means for providing the Improvements to the City. NOW, THEREFORE, BE IT FURTHER RESOLVED, by the City Council of the City of San Juan Capistrano as follows: SECTION 1. Authorization to Enter into Lease. The City Council hereby authorizes the City to enter into the Lease in a principal amount which shall not exceed $500,000 and on an interest rate not to exceed 5.0%. The City Manager (the "City Manager") and the Director of Finance (the "Director of Finance") of the District are authorized and directed to take all steps and actions which are necessary to accomplish execution of the Lease pursuant to the authorization given by and the conditions specified in this resolution. The City Manager, Director of Finance or their designees, are authorized to execute the Lease for and on behalf of the City. SECTION 2. Approval of Master Lease Purchase Agreement. The City Council approves and authorizes the City to enter into the Lease in the form presented to the City Council at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the City Manager or the Director of Finance upon consultation with the City Attorney. SECTION 3. Attestations. The City Clerk or other appropriate City officer is hereby authorized and directed to attest the signature of the City Manager or of such Attachment 2, Page 1 of 2 other person or persons as may have been designated by the City Manager, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of the Lease. SECTION 4. Other Actions. The City Manager and other officers of the City are each hereby authorized and directed, jointly and severally, to take any and all actions and to execute and deliver any and all agreements, documents and certificates which they may deem necessary or advisable in order to carry out, give effect to and comply with the terms of this Resolution and the Lease. Such actions are hereby ratified, confirmed and approved. SECTION 5. Effect. This Resolution shall take effect immediately upon its passage. PASSED, APPROVED, AND ADOPTED this 16th day of January 2018. ATTEST: MARIA MORRIS, CITY CLERK SERGIO FARIAS, MAYOR Attachment 2, Page 2 of 2 2017 San Juan Capistrano, CA - SL IGA Report I Rich O'Hearn Jr, CEM SIEMENS AG 12/14/2017 � San Juan Capistrano, CA — SL IGA Report Contents SIEMENS ExecutiveSummary ...........................................................................................................................................2 Scopeof Work................................................................................................................................................... 3 Audit................................................................................................................................................................. 4 Table1 — SDG&E Data............................................................................................................... .............. 4 AuditData......................................................................................................................................................4 Table 2 — Total Audited Fixture Breakdown................................................................................................ 5 DeterminingScope..........................................................................................----.,.---...................------.......... 5 Table3 — Project Scope................................................................................................ ......................... 7 Table 4 — Existing Lamp Population Breakdown..............................................,.......................................... 7 Table 5 — Target LED Initial Lumen Bins.................................................................................................... 7 Table6 — Existing Usage & Costs.............................................................................................................. 8 Design............................................................................................................................................................... 9 Arterials..........................................................................................................................•----...------......--........10 Table 7 — RP -8-14 Recommended Levels for Arterial/High.......................................................................10 Table 8 — Camino Capistrano Optimizations Results................................................................................10 Table9 — Map Adjustments......................................................................................................................11 Collectors.....................................................................................................................................................12 Table 10 — RP -8-14 Recommended Levels for a Collector/Low............ ....................................................12 Table11 — Scenario Typicals...................................................................................................................12 Residential...................................................................................................................................................13 Table 12 — RP -8-14 Recommended Levels for a Local/Low.....................................................................13 Table13 — Scenario Typicals...............................................................................................................,...13 CalculationSummary ...................................................................................................................................13 ProposedSystem.............................................................................................................................................14 Table14 — Proposed Solution...................................................................................................................14 Table 15 — Proposed Energy Usage & Costs.............................................................................................14 Table 16 — Energy Usage Savings..........................................................................._................................14 Green House Gas (GHG) Emissions Savings..............................................................................................14 Table 17 — 15 -yr Project Life -Cycle Costs (LCC).......................................................................................15 ProjectFinancials............................................................................................................................................16 Table18 — Led fixture pricing...................................................................................................................16 Table19 — Financing summary ....................................................... .......................................................... 16 Table20 — Project cashflow......................................................................................................................16 OptionalScope — Cobra Heads........................................................................•---...........................................17 Attachments....................................................................................................................................................18 Attachment 3, Page 2 of 19 ® San Juan Capistrano, CA — SL IGA Report Executive Summary SIEMENS rw�tauir�/{erG(� Siemens Industry Inc. was selected by the City of San Juan Capistrano to provide turnkey streetlight conversion services for the conversion of City street lights from high pressure sodium (HPS) to light emitting diode (LED) technology. The first stage in the process was to perform project development services. This included field auditing of the assets throughout the right-of-way in the City boundaries, photometric design of roadway configurations considered typical, final selection of LED material, calculating the anticipated annual energy savings and developing a project financing program that fits within the energy savings generated by implementing the LED conversion design. Siemens audit staff identified 1,743 street lights located in the right-of-way throughout the City. These street lights consisted of the following styles: 1,190 Mission Bell, 20 Lantern Post Top, 52 Acorn Post Top, 1 Colonial Post Top, 4 Floodlights, and 476 cobra head. Siemens compared the audit data with the SDG&E billing records and identified 1,138 streetlights as eligible for LED conversion. STYLE MISSION BELL 6 -SIDED LANTERN ACORN GRAND TOTAL QTY 1075 19 44 1138 Once this final scope was determined the streetlight asset locations were evaluated and typical street geometries were developed. Typical roadway configurations were evaluated for residential, collector, arterial and intersections and photometric analysis was performed to show the anticipated light conditions with LED materials. Siemens design processes and lighting analysis were conducted to identify the most practical lighting solution, under existing conditions as it is used existing luminaire locations and equipment. The proposed solution consists of LED retrofit kits that retain the original characteristics of the existing fixture, while providing higher quality lighting, reduced maintenance costs and longer operating lifetime. For the Mission Bell style fixture Siemens recommends a Simply LED retrofit kit and a Noribachi retrofit kit depending on application. For the Acorn and Lantern styles Siemens recommends an Eye Lighting kit. The annual energy savings from the program is anticipated to be $59,746 with a maintenance savings of over $27,000 depending on the maintenance services obtained by the City. The total project cost for installing the 1,138 LED streetlights is $452,388, inclusive of all material, labor and equipment for installation. Siemens includes a tax exempt municipal lease purchase agreement with a 10 year term. This program then creates an annual program savings of approximately $29,847 with a total program savings of nearly $400,000. PROJECT COST $452,388.00 ANNUAL INTEREST RATE_ 4.47% LOAN TERM 10 YEARS NUMBER OF PAYMENTS 10 ANNUAL PAYMENT $57,513 ANNUAL ENERGY SAVINGS $59,746 ANNUAL MAINTENANCE SAVINGS $27,614 ANNUAL PROGRAM SAVINGS $29,847 Attachment 3, Page 3 of 19 San Juan Capistrano, CA— SL IGA Report SIEMENS (i.8taa.ilr {or G�(e Scope of Work The following items from the contract between Siemens and the City of San Juan Capistrano pertain to this document and action items following the meeting on 11/2/2017 Project Requirements 1.1. Photometric Analysis — Determine existing street light placement, height, and street width and conduct analysis of the proposed replacement lights to illustrate improved lighting levels that provide safe and adequate light. 2. Project Planning and Coordination 2.1. Conduct a detailed investigation of [SDG&E] billing records, maps, and City records to establish the list of street lights for replacement/upgrade, which are eligible for rebates from various sources 2.2. Conduct an onsite physical inspection/inventory of all street lights for final verification of GPS coordinates (Latitude/Longitude within F ft), location (closest address), wattage, luminaire physical attributes, pole and/or light number, luminaire type, pole type, pole and/or bracket height, pole condition (identification of light poles at risk of failure, etc) 2.3. Reconcile City records and inspection/inventory results with [SDG&E] records to confirm ownership of targeted replacements and eligibility for rebates and lower cost tariffs 2.4. Develop and submit required paperwork to reconcile street light billing records. 2.5. Based on the replacement for typical lighting configurations, photometric analysis and mapping data, prepare a replacement plan for the target luminaires. The plan shall list each fixture, associated pole number, meter number (if applicable), GIS locations, and the existing and proposed items for each of the parameters collected during the inspection 2.6. Perform a detailed analysis which compares energy consumption and fixture longevity between existing and proposed luminaires. Develop a 15 -year energy (kWh and cost) maintenance cost and greenhouse gas (GHS) savings projection(s) to ensure results and cost effectiveness of project options. Initial energy costs shall be based on the most current and applicable SDGE tariff schedule. Proposers shall include their assumed annual increase in electricity rates and justify the assumed rate increase. 2.7. The City must review and approve the final project details and Scope of Work Attachment 3, Page 4 of 19 San Juan Capistrano, CA — SL IGA Report SIEMENS 4—iV--Uf- Audit To satisfy Project Requirement 2.2 of Exhibit A (Scope of Services) data collectors were sent into the field to verify that what the utility (SDG&E) had populated for the customers' inventory was true in the field. This process included verification of GPS coordinates, location (nearest address), wattage, luminaire, physical attributes, pole and/or light number, luminaire type, pole type, pole, and/or bracket height, and pole condition. This data can be found in Attachment A — Audit Results.xlsx. Relevant to the conversion of the City's street lights from existing light sources to LED, it is important to start with what SDG&E had in their inventory, broken down by style and wattage. This can be found in Table 1 below: Table 1- SDG&E Data STYLE LUMENS LAMP QTY COBRA HEAD 3500 55 IND 408 6000 85 IND 12 12000 165 IND 8 UNK 0 1 COBRA HEAD TOTAL 429 MISSION BELL 5800 70 HPS 606 7000 175 MV 16 9500 100 H PS 281 22000 200 HPS 80 30000 250 HPS 58 UNK 0 58 MISSION BELLTOTAL 1099 OTHER 9500 100 HPS 19 12000 175 MH 9 UNK OTHER TOTAL 0 36 64 =At 1592 Audit Data Upon inspection throughout the City, Siemens' data collectors logged the field data beside the SDG&E data, to keep track of any expected changes in the total population. Observed lamps were done so at grade, directly below the light and were determined by the NEMA wattage label affixed to the luminaire housing, as is standard requirements for all street lights. However, these labels are exposed to the elements and can be either faded or not affixed at all when the data collectors go there. The process to determine these assets' lamp type is as follows: Use the existing value in the SDG&E inventory, and if that isn't available Assume that the luminaire has the same lamp as the assets on either side of it, on the same roadway The final audited fixture population for the City is shown in Table 2 below: Attachment 3, Page 5 of 19 ® San Juan Capistrano, CA — SL IGA Report Table 2 - Total Audited Fixture Breakdown SIEMENS STYLE WATTAGE LAMP QTY COBRAHEAD 551ND 384 85 1 N D 27 100 HPS 21 70 HPS 17 200 H PS 5 120 IND 4 165 IND 4 250 HPS 3 137 LED 2 150 H PS 2 183 LED 1 COBRAHEAD TOTAL 470 MISSION BELL 70 HPS 631 100 HPS 386 200 HPS 93 250 HPS 64 100 LED 551ND 8 3 175 MH 2 85 IND 2 200 LED 1 MISSION BELLTOTAL 1190 6 -SIDED LANTERN 100 HPS 20 6 -SIDED LANTERN TOTAL 20 ACORN 175 MH 70 HPS 28 24 ACORN TOTAL 52 COLONIAL POST TOP 70 HPS 1 COLONIAL POST TOP TOTAL 1 FLOODLIGHT 400 HPS 4 FLOODLIGHT TOTAL 4 (NO LIGHT FOUND) 70 HPS 2 175 MH 2 165 IND 1 551ND 1 (NO LIGHT FOUND) TOTAL 6 G RAND TOTAL - 1743 Determining Scope The starting database was SDG&E's customer owned assets data, which included a unique identifier (pole and light number) as well as a description of the location. Assets that were not in SDG&E's database but were found in the field were classified as "Ownership TBD". Attachment 3, Page 6 of 19 San Juan Capistrano, CA— SL IGA Report SIEMENS �Na�Wi� {ior Li{t Assets that were in SDG&E's database were then looked at in regards to lamp types, both in the data and in the field. If a street light was listed as LED in the data, it was not part of the scope of the project since it is already energy efficient and it wouldn't make sense to reconvert a streetlight for little or zero energy savings. li a street light was listed as another light source in the data, but it was found to be either IND or LED in the field, it is in scope of the project, but only as a inventory/billing update to the utility. Street lights that are not IND or LED in the inventory or in the field were then reviewed based on style. Cobraheads were noted, but not included in the main scope, and are examined in a bit more detail at the end of this report as "Optional Cobraheads", while all other styles then became the main scope of this project. A flowchart for this process — for a visual aid on how the scope of the project is determined — is shown below: Y SDG&E CUSTOMERI MAP LAYERS DATA OWNERSIAIPTipb STYLE --OTHER LED NOT INI SCOPE 'QPM: COBRAHEAD BELL / ACORN / 6 -SIDED LANTERN / (NO LIGHT POUND) IGA REPORT SCOPE Lastly, some assets were found to no longer be in the field. Siemens will work with SDG&E to make the appropriate corrections for these assets, per item 2.4 of Project Planning and Coordination. As displayed in the above flowchart, a map layer for each group has been created in a publically viewable map here. This data is also delivered to the customer in both a .csv and Aml file format. Once the non-existent and already -LED assets are removed from the audited data, the current fixture population in the field is shown in Table 3 below, showing the final fixture types and quantities for the project scope. The field audited data — not the SDG&E inventory data — is what was used to select the proposed target lumen outputs, since this will generate a lit environment that is equal -or -improved to the existing lit environment. Attachment 3, Page 7 of 19 ® San Juan Capistrano, CA - SL IGA Report Table 3 - Proiect Scone SIEMENS SCOPE STYLE WATTAGE & LAMP TYPE CITY MAIN SCOPE MISSION BELL 55 IND 2 70 HPS 615 85 IND 2 100 H PS 313 100 LED 1 175 MH 2 200 HPS 83 200 LED 1 250 HPS 58 6 -SIDED LANTERN 100 HPS 19 ACORN 70 HPS 20 175 MH 24 (NO LIGHT FOUND) 70 HPS 2 175 MH 2 GRANDTOTAL 11441 Table 4 - Existing Lamp Population Breakdown EXISTING LAMP % of POPULATION 70 HPS 55.8% 100 HPS 29.2% 200 HPS 7.3% 250 HPS 5.1% OTHER 2.6% TOTAL 100.000/0 Using the above lamp population breakdown, target initial lumen output for an LED light source was determined using the perceived lumen method developed by the Lawrence Berkley National Laboratory (LBNL) in 19952 which - in summary - uses the unique visual aiding properties to produce similarly lit environments with different light sources. By breaking down the target lumens into bins based on the majority of lamp types, the proposed solution should have improved continuity as well as resulting in a more simplified solution package. Using the majority of identifiable lamp types, the target initial lumen bins are shown in Table 5 below. Table S - Target LED Initial Lumen Bins EXISTING LAMP 70 HPS 100 HPS 200 HPS 250 HPS 'After billing adjustments and inventory removals, total LED installations will be 1,138 2 https llgaia.Ihl.goy/btecbjogers/42327.pdf 3 Rounded to nearest 100 lumens TARGET LUMENS' 3,400 5,600 12,900 16,200 Attachment 3, Page 8 of 19 San Juan Capistrano, CA- SL IGA Report SIEMENS Existing Energy Usage & Costs (Baseline) All of the assets in the scope of the project were determined to be on SDG&E's LS -2 rate, for customer owned equipment. Per SDG&E's policy: SDG&E street lighting electric bills consists of three main components: Electric Commodity (EECC) - costs associated with electric generation and procurement ($0.07055/kWh) • Utility Distribution Company (UDC) - costs associated with transmission and distribution, public purpose programs, nuclear decommissioning, the ongoing competition transition charge and reliability services4 ($/lamp - based on ballast type) • Department of Water Resources Bond Charge (DWR-BC) - This charge covers the repayment of bonds issued by the California Department of Water Resources (DWR) to cover their costs in purchasing energy for California customers. ($0.00549/kWh) The electric commodity rate under the current rates for street lighting is $0.07055 per kilowatt-hour (kWh) of usage. UDC costs are on different for each lamp type, as shown in ATTACHMENT B - SDG&E Rates.pdf. Maintenance Costs Existing customer data shows that the current systems' annual maintenance costs for all of their street lights comes to approximately $65,000 annually. It is assumed that these charges are for non -LED assets, LED street lights have a significantly lower failure rate and - based on the market - more likely than not are still under warranty terms and conditions, thus are not part of this existing cost. As can be found in Attachment F - Audit Data, FieldChecked & non -LED assets account for (1,580) street lights. The annual charge is there for spread evenly over all of these assets and applied of only the street lights that fall under the main scope, shown in Table 3 above. Table 6 - Existing Usage & Costs Annual kWh Annual Commodity & Annual Maintenance Annual Operating Costs UDC Costs Cha rge5 SAN JUAN CAPISTRANO, CA 624,213 $90,258 $46,669 $136,927 TOTAL 624,213 1 $90,258 $46,669 $136,927 4 hftps:I/MwNv_,sdqe.com/business/street-fighting/understanc in -your-street-lighting-rates 5 Based on data provided by customer: $65,000/total customer owned non -LED assets in field per year (1,580) Attachment 3, Page 9 of 19 San Juan Capistrano, CA — SL IGA Report SIEMENS Design The majority of a street light conversion project is a one-for-one energy conservation measure that is completed under the assumption that the customer is generally satisfied with their existing lit environment. However, these projects present a great opportunity to identify areas for lighting analysis, which can help improve the final as -built LED system produce an improved nighttime environment for its residents and visitors. However, per deliverable 1.1, Siemens has committed to comparing the proposed solution with RP -8-14, a recommended practices publication issued by the Illumination Engineering Society (IES), for Roadway Lighting. It should be stated that Section 1.1 of the introduction of RP -8-14, it specifically states that "...the primary purpose is to provide recommended practices for designing new continuous lighting systems for roadways and streets. It is not intended to be applied to existing lighting systems until such systems are completely redesigned." The processes and lighting analysis outlined below were conducted to identify the most practical lighting solution, under existing conditions, and is not to be considered a complete redesign, as it is using existing luminaire locations and equipment. Attachment 3, Page 10 of 19 San Juan Capistrano, CA - SL IGA Report Arterials SIEMENS The principle network for through -traffic flow. The routes connect areas of principal traffic generation and important rural roadways entering and leaving the City. For design purposes, Arterials would be more likely than not be considered a Secondary Highway in the City Standard drawings, shown on page 9 (See Attachment E). Due to the higher traffic flows and nearly 24 hour usage of these roadways, they are lit more likely than not by luminaires that fall under the 12,900 and 16,200 lumen bin assets (Type C & D). (ARTERIAL EXAMPLE) Camino Capistrano Camino Capistrano is a stretch of arterial roadway that is approximately 5.5 miles long (within the City boundries), which is currently being lit by a majority of 10OW HPS "Mission Bell" style decorative fixtures, which are - for conservative purposes - in a single sided arrangement, with an average spacing of 320' ft apart. The intersections of Camino Capistrano are lit with 20OW HPS "Mission Bell" style decorative fixtures, arranged with a single luminaire at each corner of the roadway. Table 7 - RP -8-14 Recommended Levels for Arterial/High AVG I AVG UNIFORMITY I MAX UNIFORMITY I VEILING (cd/M) LUMINANCE 1 1.2 1 3.0 1 5.0 1 0.3 1 Existing conditions are difficult to calculate since the .ies file - the data file from a light testing laboratory - are not easily obtained since they are quite old and many out of date. However, by comparing the proposed solution with the IESNA recommended levels, Siemens and the customer can make a better informed decision on which product best achieves the customers' objectives. Under a one-for-one ECM based on existing wattages found on Camino Capistrano, this particular roadway is very under lit as compared to IESNA RP -8-14. Siemens would recommend - based on the roadway and pedestrian classifications - using the highest lumen output for these assets. This would have a negative impact on the energy savings, but it impacts (90) of the total assets in the project, which still have a positive 15 year LCC as shown in Table 17 on page 15. Table 8 - Camino Capistrano Optimizations Results SCENARIO AVG (cd/M2) AVG UNIFORMITY MAX UNIFORMITY VEILING LUMINANCE Noribachi 0.2 4.75 14.0 0.2 Simply LED 0.2 4.6 12.2 0.2 Optimized 0.5 5.2 L 153 0.2 The only other roadway that these design changes (optimizations) impact is on Rancho Viejo Rd., which runs along the other side of 1-5, parallel to Camino Capistrano, however for a shorter distance. 6 Noribachi - HEX -63-B Attachment 3, Page 11 of 19 San Juan Capistrano, CA — SL IGA Report Table 9 - Map Adjustments SIEMENS LOCATION ORIGINAL LINE ITEM ADJUSTED LINE ITEM QTY CAMINO CAPISTRANO OPTIMIZATION B D 46 C D 15 A D 38 RHO VIEJO RD OPTIMIZATIONS B D 34 C D 3 A D 11 TOTAL 147 Attachment 3, Page 12 of 19 San Juan Capistrano, CA - SL IGA Report Collectors Roadways servicing traffic between arterials and residential streets. Collectors do not handle long, through trips, however they may be used for truck or bus movements and give direct service to abutting properties. For design purposes, Arterials would be more likely than not be considered a Commuter in the City Standard drawings, shown on page 9 (See Attachment E). Luminaires for these typs of roadways are usually on the lower end - so as not to produce too much light trespass into the abutting private properties, and are more likely than not to be lit by luminaires that fall under the 5,600 lumen output bin (Type B). (COLLECTOR EXAMPLE) Aveneda CA & Vista Marina A 1.88 mile long stretch of roadway, Aveneda California & Vista Marina is assumed to be a Collector roadway with low pedestrian traffic, which is currently being lit with 100W HIPS Mission Bell style luminaires in a staggered arrangement, spaced approximately 160' ft apart, from one side of the roadway to the other. For this type of application, the Illumination Engineering Society of North America (IESNA) recommends the following criteria, based on the above stated roadway & pedestrian classifications: Table 10 - RP -8-14 Recommended Levels for a Collector/Low AVG (cd/M2) AVG UNIFORMITY MAX UNIFORMITY VEILING LUMINANCE 0.4 4.0 8.0 0.4 SIEMENS �t+8wui(r{orG(� Existing conditions are difficult to calculate since the .ies file - the data file from a light testing laboratory - are not easily obtained since they are quite old and many out of date. However, by comparing the proposed solution with the IESNA recommended levels, Siemens and the customer can make a better informed decision on which product best achieves the customers' objectives. Using a Mission Bell retrofit kit, the proposed LED equivalent which was selected using the methods described above, Avenda CA & Vista Marina obtains the following results in AGi32: Table 11- Scenario Typicals SCENARIO AVG AVG UNIFORMITY MAX UNIFORMITY VEILING LUMINANCE z (cd/m ) Noribachi 0.2 3.6 10.8 0.3 Simply LED 4.2 3.3 8.4 0.3 Attachment 3, Page 13 of 19 ® San Juan Capistrano, CA — SL IGA Report Residential Residential roadways — traditionally Local/Low per IESNA RP -8 — have lower wattage luminaires with irregular spacing, due to shorter roadways and inconsistent conditions for spacing. The luminaires that light these locations — per the data under the scope of this project — are those that fall under the 3,400 lumen output bin (Type A) (RESIDENTIAL EXAMPLE) Calle Miguel Calle Miguel is a typical residential area, with lower wattage luminaires lighting the roadway. It is a shorter road, however it has enough luminaire cycles to produce an analysis of available LED solutions, and which one best suits these types of luminaries. Table 12 - RP -8-14 Recommended Levels for a Local/Low AVG (cd/M2) 0.3 AVG UNIFORMITY I MAX UNIFORMITY 6.0 li[elf: VEILING LUMINANCE 0.4 Mounting heights for these street lights are approximately 26' ft above finished grade (AFG), with a spacing averaging 180' ft for this particular location. These roadways fall under the Local style from the City standards (Attachment E), and can even run as small in width as 30' SIEMENS 1�.8eo.ui(r{orG(e possible solutions are shown below: Table 13 - Scenario Typicals . A comparison of the two identified SCENARIO AVG (cd/M2) AVG UNIFORMITY I` MAX UNIFORMITY VEILING LUMINANCE Noribachi0.23 — --d Simply LEO 4.6 14.2 0.3 0.15 1 3.75 10.0 0.3 Calculation Summary After careful review of the above lighting calculation results, Siemens proposes using the Simply LED for fixture Types A & B, and the Noribachi solutions for fixture Types C & D. It should be noted that these solutions do not produce a lit environment that meets the recommended IESNA practices. The failure to meet IESNA recommended practices is attributed to the system configuration (pole spacing, mounting height, etc.) which are also part of the existing system, which more likely than not doesn't meet these recommended light levels either. Attachment 3, Page 14 of 19 San Juan Capistrano, CA - SL IGA Report SIEMENS �HBta�ui�y �or (.i{e Proposed System Based on the existing audited system, and applying the target lumen output methodologies stated above, Siemens has consolidated the proposed system into the proposed solution shown in Table 14 below. This includes a proposed LED street light for each of the derived target lumen bins, as well as ledger removals and existing LEDs which are assumed to not be in the scope of the conversion project, but are part of the solution since these locations will be updated in the billing inventory, thus reflected in the proposed system energy usage and costs. Table 14 - Proposed Solution LOCATION LINE ITEM CATALOG No LED WATTAGE QTY SAN JUAN CAPISTRANO, A SIMPLY LED ALD 20 19 571 B SIMPLY LED ALD 40 40 235 CA C NORIBACHI HEX -42-B 69 65 D NORIBACHI HEX -63-B 104 204 E EYE LES-30-730-HWD-EY03-UNV-3N 30 20 F EYE LES-30-730-HWD-EY03-UNV-3N 30 43 TOTAL 1138 X NO LIGHT HERE (BILLING REMOVAL) N/A 4 XXX ALREADY LED (BILLING UPDATE) N/A 2 Table 15 - Proposed Energy Usage & Costs Annual kWh Annual Commodity & Annual Maint. Cost Total Annual UDC Costs Operating Costs SAN JUAN CAPISTRANO, CA 199,254 $30,023 $18,982 $49,004 TOTAL 199,254 $30,023 $18,982 $49,004 Table 16 — Energy Usage Savings Annual Energy Annual Commodity & UDC Cost Savings Savings (kWh) SAN JUAN CAPISTRANO, CA 424,959 $60,235 TOTAL 424,959 $60,235 Green House Gas (GHG) Emissions Savings Using the Greenhouse Gas Equivalencies Calculator provided by the US Dept. of Energy9 (DoE), which uses the AVoided Emissions and geneRation Tool (AVERT) a national weighted average CO2 marginal emission rate to convert reductions of kilowatt-hours into avoided units of carbon dioxide emissions, the above kWh savings is equivalent to 346 Tons of Green House Gas Emissions, or the equivalent of: Typical current wattages of current LED solutions that fall into the LED bins previously determined e Based proposed maintenance of $1.39/fixture/month 9 https://www.epa.gov/energy/a reenhouse-oas-eau iva lencies-calculator Attachment 3, Page 15 of 19 San Juan Capistrano, CA- SL IGA Report SIEMENS 67.2 769,157 109 15.6 Passenger " Miles driven Tons of waste Garbage vehicles Aaverage, driven for one by an �� recycled w -;:�d W a instead of nr WA r,% trucks of waste recycled year passenger vehicle C1 landfilled instead of landfilled Table 17 -15-yr Project Life -Cycle Costs (LCC) San Juan Capistrano, CA EXISTING SYSTEM Street Light Retrofit $ - Other (ie inventory purchase, etc) - YR 1 YR 2 YR 3 YR 4 YR 5 YR 6 YR 7 YR 8 YR 9 YR 10 YR 11 YR 12 YR 13 YR 14 YR 15 TOTAL 15 YR COST Energy Maintenance Costs Costs 90,258 92,514 94,827 97,198 99,628 102,119 104,672 107,288 109,971 112,720 115,538 118,426 121,387 124,422 127,532 NET 15 YR BENEFIT OF PROPOSED SYSTEM Annual Energy Escalation Annual Maintenance Escalation 46,669 47,252 47,843 48,441 49,047 49,660 50,280 50,909 51,545 52,190 52,842 53,502 54,171 54,848 55,534 $2,383,234 PROPOSED SYSTEM $ 452, 388.00 $ 33, 315.00 Energy Maintenance Costs Costs 30,023 30,774 31,543 32,331 33,140 33,968 34,817 35,688 36,580 37,495 38,432 39,393 40,378 41,387 42,422 $18,982 $19,219 $19,460 $19,703 $19,949 $20,198 $20,451 $20,707 $20,965 $21,227 $21,493 $21,761 $22,033 $22,309 $22,588 $1,335,119 $1,048,115 2.50% 1.25% "Annual Energy Escallation based on U.S. Energy Information Administration historical rates from 1990 - present for full-service providers in CA """Annual Maintenance Escalation based on Siemens historical data Attachment 3, Page 16 of 19 San Juan Capistrano, CA - SL IGA Report SIEMENS 1�+9enuilr {or G'(e Project Financials Considering the existing data, the field audit data, the photometric analysis and the resultant LED material selection the following tables represent the project financials for converting the 1,138 streetlights considered in scope. Table 18 - Led fixture Pricing LOCATION LINE ITEM CATALOG No LED WATTAGE 10 QTY Unit Price Extended Price SAN JUAN A SIMPLY LED ALD 20 19 571 $344.44 $196,675.24 CAPISTRANO, B SIMPLY LED ALD 40 40 235 $446.49 $104,925.15 CA C NORIBACHI HEX -42-B 69 65 $381.55 $24,800.75 APR 2021 APR 2022 D NORIBACH I HEX -63-B 104 204 $453.91 $92,597.64 APR 2023 E EYE LES-30-730-HWD-EY03-UNV-3N 30 20 $529.99 $10,599.80 -$57,513 $67,597 $29,384 -$57,513 $69,287 $29,751 F EYE LES-30-730-HWD-EY03-UNV-3N 30 43 $529.99 $22,789.57 TOTAL 1138 $452,388.15 As the City requested project financing Siemens Financial Services has provided a Tax -Exempt municipal lease program summarized in Table 19. All associated loan documentation and loan forms can be found in Attachment G. Table 19 - Financing summary AMOUNT TO FINANCE $452,388.00 ANNUAL INTEREST RATE 4.47% LOAN TERM 10 YEARS NUMBER OF PAYMENTS 10 ANNUAL PAYMENT $57,513 Considering the 10 year lease program and anticipated annual energy savings the street light conversion program will remain cash positive in all years of the program with a total project savings of $424,349 over the 10 year term. Table 20 below illustrates the anticipated annual cash flows. Table 20 - Project cashflow 10 Typical current wattages of current LED solutions that fall into the LED bins previously determined Attachment 3, Page 17 of 19 A B C D E F Date LOAN FUNDING LOAN ENERGY MAINTENANCE PAYMENT SAVINGS SAVINGS ANNUAL PROJECT SAVINGS (C+D) ANNUAL PROGRAM SAVINGS (B+E) FEB 2018 $452,388 APR 2018* - - -$57,513 $59,746 $27,614 $ 87,360 APR 2019 $29,847 APR 2020 -$57,513 $61,240 $27,959 -$57,513 $62,771 $28,309 $ 89,199 $31,686 APR 2021 APR 2022 $ 91,079 $33,566 -$57,513 $64,340 $28,663 $ 93,002 $35,489 APR 2023 -$57,513 $65,948 $29,021 $ 94,969 $37,456 APR 2024 -$57,513 $67,597 $29,384 -$57,513 $69,287 $29,751 $ 96,981 $39,468 APR 2025 $ 99,038 $41,525 APR 2026 -$57,513 $71,019 $30,123 $101,142 $43,629 APR 2027 -$57,513 $72,795 $30,499 $103,294 $45,781 APR 2028 -$57,513 $74,615 $30,881 $105,495 $47,982 Totals -$575,130 $669,357 $292,202 $961,559 $386,429 10 Typical current wattages of current LED solutions that fall into the LED bins previously determined Attachment 3, Page 17 of 19 ® San Juan Capistrano, CA — SL IGA Report Optional Scope - Cobra Heads SIEMENS As shown in Table 2, on page 4 there are some cobra head fixtures that have yet to be converted to an energy efficient light source. These assets are part of an optional scope for the customer to consider, since Siemens' technicians will already be on the streets converting other styles. A brief summary of existing & proposed energy usage & costs, as well as the optional scope project cost, are below: SCOPE LINE ITEM STYLE WATTAGE & LAMP QTY OPTIONAL COBRA HEAD G Cobrahead 70 HPS 17 H Cobrahead 100 HPS 8 I Cobrahead 250 HPS 3 200 HPS 3 OPTIONAL COBRA HEAD TOTAL 31 EXISTING: Annual EXISTING: Annual i EXISTING: Annual EXISTING: Annual kWh Commodity & UDC Maintenance Charge Operating Costs Costs 17 H GCJ1-20H-MV-NW-X-580 39 OPTIONAL COBRA HEAD 18,134 $2,647 $1,262 $3,909 TOTAL USAGE & COSTS 18,134 $2,647 $1,262 $3,909 SCOPE LINE ITEM CATALOG No. LED WATTAGE QTY OPTIONAL COBRA HEAD G GCJO-I5H-MV-NW-X-490 24 17 H GCJ1-20H-MV-NW-X-580 39 8 ! GCM2-40E-MV-NW-X-1A 138 6 TOTALS $517 31 SCOPE PROPOSED: Annual PROPOSED Annual PROPOSED: Annual PROPOSED: Total kWh Commodity & UDC Maint. Cost Annual Operating Costs Operating Cost Costs OPTIONAL COBRA HEAD 6,447 $983 $517 $1,501 TOTAL 6,447 $983 $517 $1,501 SCOPE CACLULATED CALCULATED Annual CALCULATED Annual CALCULATED Annual Annual Energy Commodity & UDC Maint. Cost Savings Operating Cost Savings (kWh) Cost Savings $2,418 1 Savings OPTIONAL COBRA HEAD 11,687 $1,664 $754 $2,418 TOTAL 11,687 $1,664] $754 $2,418 SCOPE TOTAL PROJECT COST ANNUALSAVINGST SIMPLE PAYBACK (YRS) OPTIONAL COBRA HEAD $15,180 $2,418 1 6.3 TOTAL $15,1801 $2,418 1 6.3 Attachment 3, Page 18 of 19 San Juan Capistrano, CA — SL IGA Report Attachments SIEMENS Attachment 3, Page 19 of 19 CONTRACT—LED STREETLIGHT CONVERSION PROJECT This CONTRACT is made and entered into this day of January 2018, by and between City of San Juan Capistrano, sometimes hereinafter called "City," and Siemens Industry Inc., sometimes hereinafter called "Contractor." WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows: a. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5, below, for the following Project: LED STREETLIGHT CONVERSION PROJECT The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor's failure to comply with this obligation. b. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the Distric's Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 180 calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work. C. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Four Hundred Fifty -Two Thousand Three Hundred Eighty -Eight and 15/100 Dollars ($452,388.15). Payment shall be made as set forth in the General Conditions. d. LIQUIDATED DAMAGES. In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum set forth in Section 00 73 13, Article 1.11 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents. e. COMPONENT PARTS OF THE CONTRACT. The "Contract Documents" include the following: Public Works Contractor Registration Certification Performance Bond Payment (Labor and Materials) Bond General Conditions Special Conditions Technical Specifications and Scope of Work Addenda Attachment 4, Page 1 of 3 Plans and Drawings Standard Specifications for Public Works Construction "Greenbook", latest edition, Except Sections 1-9 Applicable Local Agency Standards and Specifications, as last revised Approved and fully executed change orders Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents. All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties. f. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work. g. INDEMNIFICATION. Contractor shall provide indemnification and defense as set forth in the General Conditions. h. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the City's Administrative Office or may be obtained online at http://www.dir.ca.gov and which must be posted at the job site. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Attachment 4, Page 2 of 3 IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written. Name of Contractor By Name and Title: License No. Date: (CONTRACTOR'S SIGNATURE MUST BE NOTARIZED AND CORPORATE SEAL AFFIXED, IF APPLICABLE) CITY OF SAN JUAN CAPISTRANO By Benjamin Siegel City Manager Date: Approved as to form this Q �l� day of � (Ai `c.� �- 201 . 61147.91007130425843.2 Attorney for City of San Juan Capistrano ATTEST: By: END OF CONTRACT IQ Maria Morris City Clerk San Juan Capistrano CONTRACT --led streetlight conversion project Attachment 4 , Page 3 of 3 Gilmore & Bell, P.C. Draft -January 10, 2018 $[Principal Amount] Leasing Schedule #[Lease Number] to Master Lease Purchase Agreement, both dated [Dated Date], between the City of San Juan Capistrano, California, as lessee, and Siemens Financial Services, Inc., as lessor Closing Date: [Dated Date] Closing List Document No. 1. Master Lease Purchase Agreement. 2. Leasing Schedule #[Lease Number], with the following exhibits attached: • Exhibit A — Description of Equipment. ■ Exhibit B — Lease Payment Schedule. • Exhibit C — Acceptance Certificate, including Annex A. 3. Opinion of Lessee Counsel. 4. Officer's Certificate, with evidence of authorization from Lessee's governing body attached[**, including affidavit of publication regarding public hearing**]. 5. Essential Use/Source of Funds Certificate. 6. Insurance Coverage Requirements, with insurance certificates attached. 7. Performance Contracting Agreement. 8. UCC -1 Financing Statement. 9. UCC Search Results. 10, Other Documents Provided to Lessor: A. Pay Proceeds Letter. B. Customer Billing Information Form. C. Lessee's Form W-9. D. Lessee's Acknowledgment regarding municipal advisor representation. [**11. California Debt and Investment Advisory Commission Filings: A. Report of Proposed Debt Issuance. B. Report of Final Sale.**] 12. Distribution List. Attachment 5, Page 1 of 36 SIEMENS FINANCIAL SERVICES, INC. MASTER LEASE PURCHASE AGREEMENT DATED [DATED DATE] This Master Lease Purchase Agreement (herein "Agreement") is by and between SIEMENS FINANCIAL SERVICES, INC., as lessor ("Lessor"), and the CITY OF SAN JUAN CAPISTRANO, 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 as incorporating the terms and conditions of the Agreement. The Agreement shall become effective at the time of Lessor's acceptance (by execution hereof) at its corporate offices, by an authorized representative of Lessor. 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 Contract, 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 16% 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 abatement, 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 period beginning with the Lease Commencement Date and ending on the last Lease Payment Date set forth on the Leasing Schedule (the "Maximum Lease Term") and hereby covenants that its staff shall properly request funds from Lessee's governing body from which Lease Payments may be made, including making provision for such payments to the extent necessary in each budget submitted to its governing body for consideration; provided, however, that nothing in the Lease shall be construed to create an indebtedness or commitment of funds other than current revenues of Lessee. 6. Delivery and Acceptance. Lessee, as Lessor's agent, shall cause the Equipment to be delivered to Lessee at the location specified in the Leasing Schedule ("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 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 E uipment is of a size, design and capacity selected by Lessee, that Lessor is neither a manufacturer nor a vendor of s&O"11 j•3flngnPajRlhi t36 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. Non -Appropriation of Funds. Notwithstanding anything contained in the Lease to the contrary, in the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for Lease Payments or other amounts due under the Lease, the Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts agreed upon in the Lease for which funds shall have been appropriated and budgeted. Lessee shall immediately notify Lessor or its assignee in writing of such occurrence, but failure to give such notice shall not prevent such termination. In the event of such termination, 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. 9. Lessee Representations and Covenants. (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) the execution, delivery and performance by Lessee of the Lease and all related documents and instruments executed by Lessee have been duly authorized by all necessary action on the part of Lessee; (iii) the Lease and all related documents and instruments executed by Lessee 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 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; (v) 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; (vi) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated 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 sufficient funds to make Lease Payments throughout the Maximum Lease Term (but Lessee retains its right to terminate the Lease pursuant to Section 8 hereof); (vii) Lessee shall cause to be done all things necessary to keep the Lease in full force and effect except as otherwise permitted by Section 8 hereof; (viii) Lessee has an immediate need for the Equipment, which Lessee expects will continue throughout the Maximum Lease Term; (ix) the use of the Equipment is, and Lessee currently expects that it will continue to be throughout the Maximum Lease Term, essential to Lessee's proper, efficient and economic operation; (x) the useful life of the Equipment is as great or greater than the Maximum Lease Term; (xi) the Equipment shall not be used in connection with a trial or test program of Lessee; (xii) Lessee has never failed to appropriate funds for payment of any amount due pursuant to a lease purchase agreement, a conditional sales agreement or any similar type of obligation; (xiii) 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; (xiv) 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; (xv) 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 (xvi) 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 (b) Lessee further represents, covenants and warrants that: (i) Lessor has not recommended any action to Lessee; (ii) Lessee understands that Lessor is acting for its own interests, that Lessor is not a registered municipal advisor and is not Attachment 5, Page 3 of 36 3 subject to any of the fiduciary duties imposed on municipal advisors; (iii) without limiting the generality of the foregoing, Lessor is not an advisor to, or fiduciary of, Lessee with respect to the Lease, any of the discussions, undertakings, and procedures Attachment 5, Page 4 of 36 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. 10. Title to Equipment; Security Interest. Upon acceptance of the Equipment by Lessee, title to the Equipment shall vest in Lessee; provided, however, that (i) in the event of termination of the Lease by Lessee pursuant to Section 8 hereof, or (ii) 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 or 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. 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. In the event of damage to any item of Equipment, Lessee shall immediately place the same in good repair, 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, or, with Lessor's prior written consent, Lessee may self -insure against any or all such Attachment 5, Page 5 of 36 4 risks provided such self-insurance must provide the same protection to Lessor as would otherwise be provided under this Section in the case of insurance under third -party insurance policies. In no event shall the property insurance limits be less Attachment 5, Page 6 of 36 than the amount of the then applicable Concluding Payment with respect to such Equipment. The public liability insurance policy 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 that Lessee has been permitted to self - insure, Lessee shall furnish Lessor with a letter or certificate evidencing such self-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. 17. Indemnification. Lessee shall, to the extent not prohibited 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. 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. 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 twenty (20) 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, declare an amount equal to all amounts then due under the Lease, and all remaining Lease Payments due during the fiscal year in effect when the Default occurs, to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, demand and Lessee shall, at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 8 hereof, 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 law and without liability for any damage occasioned by taking possession; (iii) 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 due during the fiscal year in effect when the Default occurs; (iv) terminate any unfunded commitments to Lessee; 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 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; (c) to the payment of the amount determined pursuant to Attachment 5, Page 7 of 36 5 the calculation in clause (i) above; and (d) the balance, if any, to Lessee. Lessee will remain responsible for any amounts that are due pursuant to clause (i) above after Lessor has applied such proceeds. Attachment 5, Page 8 of 36 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 16% 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., 170 Wood Avenue South, 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 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 NOT PROHIBITED 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 AGREEMENT, LEASE OR THE TRANSACTION CONTEMPLATED HEREBY. 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 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. 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. [Signatures appear on the following page] Attachment 5, Page 9 of 36 [.1 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 FINANCIAL SERVICES, INC. CITY OF SAN JUAN CAPISTRANO, CALIFORNIA 170 Wood Avenue South 32400 Paseo Adelanto Iselin, NJ 08830 San Juan Capistrano, CA 92675 By: _By. Printed Name: Printed Name: Benjamin Siegel Title: Title: City Manager Date: [Dated Date] By: Printed Name: Title: Date: [Dated Date] 7 Attachment 5, Page 10 of 36 Siemens Financial Services, Inc. LEASING SCHEDULE #[Number] (Non -Escrow) LESSOR: SIEMENS FINANCIAL SERVICES, INC. LESSEE: CITY OF SAN JUAN CAPISTRANO, CALIFORNIA 301 Lindenwood Drive 32400 Paseo Adelanto Malvern, PA 19355 San Juan Capistrano, CA 92675 (732) 590-6600 (—) LEASING SCHEDULE #[Number] (herein also referred to as the "Leasing Schedule" or "Lean ), to that certain Master Lease Purchase Agreement dated [Dated Date] (herein "Agreement"), between Lessor and Lessee. 1. EQUIPMENT DESCRIPTION: See Exhibit A attached hereto 6. CONCLUDING PAYMENT: See Lease Payment Schedule and incorporated herein. attached hereto and incorporated herein as Exhibit B. 2. LEASE COMMENCEMENT DATE: The date of Equipment acceptance as set forth in a delivery and acceptance certificate executed by Lessee substantially in the form attached hereto as Exhibit C. 3. STATE OF LESSEE: CA 7. EQUIPMENT LOCATION: See Exhibit A attached hereto and incorporated herein. 8. MAXIMUM EQUIPMENT COST: $[Principal Amount] 9. LEASE PAYMENT LOCATION: Unless Lessor specifies in writing otherwise, all payments shall be sent by wire transfer as follows: 4. NUMBER OF LEASE PAYMENTS: _ (annual/semi annual/ Account Title: Siemens Financial Services, Inc. /quarterly/monthly)) Bank: Citibank, New York Bank Address: 111 Wall Street, New York, New York 10043 USA 5. LEASE PAYMENT (per payment period): See Lease Payment Swift Code: CITIUS33 Schedule attached hereto and incorporated herein as Exhibit B. 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. 11. 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. IN WITNESS WHEREOF, therjarties hereto have duly executed the Lease as of the dates set forth below. Far all ur oses 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: BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS LESSOR: SIEMENS FINANCIAL SERVICES, INC. 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. BY: NAME TITLE: BY: NAME: TITLE: NAME: Benjamin Siegel DATE: [Dated Date] LESSEE: CITY OF SAN JUAN CAPISTRANO, CALIFORNIA rn: TITLE: Cit�anager DATE: [Dated Date] Attachment 5, Page 11 of 36 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. Attachment 5, Page 12 of 36 EXHIBIT A to Leasing Schedule #[Number] DESCRIPTION OF EQUIPMENT The Equipment consists of [Equipment description] as described in the [Agreement Title] dated 20_, by and between Lessee and (See Exhibit A-1 attached hereto for Scope of Work and Services.) The Equipment will be located at the following locations, all located in the City of San Juan Capistrano, Orange County, California. [Please provide.] Lessor: SIEMENS FINANCIAL SERVICES, INC By: Title: By: Title: Lessee: CITY OF SAN JUAN CAPISTRANO, CALIFORNIA By: Title: City Manager Attachment 5, Page 13 of 36 EXHIBIT A-1 SCOPE OF WORK AND SERVICES [To be attached.] Attachment 5, Page 14 of 36 EXHIBIT B to Leasing Schedule #[Number] LEASE PAYMENT SCHEDULE Lease Commencement Date: [Dated Date] Principal Amount: $[Principal Amount] Interest Rate: % Lease Payment Lease Principal Concluding Date Payments Interest Principal Balance Payment 1 [To Come.] Lessor: SIEMENS FINANCIAL SERVICES, INC. Lessee: CITY OF SAN JUAN CAPISTRANO, CALIFORNIA By: ` By: Title: Title: City Manager By: Title: After payment of the Lease Payment and all other amounts then due. The Concluding Payment also contains prepayment Attachment 5, Page 15 of 36 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. Attachment 5, Page 16 of 36 EXHIBIT C to Leasing Schedule #[Lease Number] ACCEPTANCE CERTIFICATE The undersigned, as Lessee under that certain Leasing Schedule #[Lease Number] (the "Luse" to Master Lease Purchase Agreement dated [Dated Date], with Siemens Financial Services, Inc., as lessor ("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 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 Lessee waives any right to revoke its acceptance, that such Equipment is fully insured in accordance with Section 16 of the Agreement, 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 of Lessee against any Supplier which may exist as of the date hereof or which may subsequently come into being. CITY OF SAN JUAN CAPISTRANO, CALIFORNIA Acceptance Date: [Dated Date]. By: Name: Title: Attachment 5, Page 17 of 36 The A-1 ANNEX A to ACCEPTANCE CERTIFICATE RELATED TO LEASING SCHEDULE #[Lease Number] Description of Equipment Equipment consists of [Equipment description] as . , 20_, by and between Lessee and attached hereto for Scope of Work and Services.) described in the [Agreement Title] dated . (See Exhibit The Equipment will be located at the following locations, all located in the City of San Juan Capistrano, Orange County, California. [Please provide.] Attachment 5, Page 18 of 36 FORM OF LESSEE COUNSEL OPINION [To be Placed on Attomey Letterhead.] [Dated Date] Siemens Financial Services, Inc. 301 Lindenwood Drive Malvern, PA 19355 Ladies and Gentlemen As counsel for the City of San Juan Capistrano, California (the "Lessee"), I have examined a duly executed original of (a) Leasing Schedule #[Number] dated [Dated Date] (the "Lease"), by and between Siemens Financial Services, Inc. (the "Lessor") and the City of San Juan Capistrano, California, as Lessee, which incorporates the terms and conditions of Master Lease Purchase Agreement dated [Dated Date] (the "Agreement"); and (b) [Name of Agreement] dated , 20_ (the "Energy Savings Contract"), between the Lessee and . Based upon this examination and upon such other examination as I have deemed necessary or appropriate, I am of the opinion that: 1. The Lessee is a public body corporate and politic, duly organized and existing under the laws of the State of California, with the power and authority to execute, deliver and perform all of its obligations under the Lease and the Energy Savings Contract. 2. The Lease, as incorporating the terms and conditions of the Agreement, and the Energy Savings Contract have been duly authorized, executed and delivered by the Lessee, pursuant to constitutional and/or statutory provisions which authorize this transaction and pursuant to Resolution No. (the "Resolution"), adopted by the Lessee's governing body on _ , 2018. 3. Assuming due execution of the Lease and the Energy Savings Contract by the other parties thereto, the Lease, as incorporating the terms and conditions of the Agreement and the Energy Savings Contract are legal, valid and binding obligation of the Lessee, enforceable in accordance with their respective 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, and by equitable principles which could limit specific performance. In the event the Lessor obtains a judgment against the Lessee in money or damages, as a result of a default under the Lease, the Lessee will be obligated to pay such judgment. 4. The authorization, approval and execution of the Lease (as incorporating the terms and conditions of the Agreement) and the Energy Savings Contract and all other proceedings of the Lessee related to the transactions contemplated thereby, have been performed in accordance with all open meeting laws, public bidding laws, if any, and all other applicable laws, including without limitation [cite energy savings statute]. 5. The signatures of the officers of the Lessee which appear on the Lease and the Energy Savings Contract are true and genuine; I know said officers and know them to hold the offices set forth next to their names. 6. To the best of my knowledge after due inquiry, no litigation is pending or threatened in any court or other tribunal, state or federal, in any way questioning or affecting the validity of the Resolution, the Lease or the Energy Savings Contract, or is likely to affect the ability of the Lessee to perform its obligations under the Lease (as incorporating the terms and conditions of the Agreement) or the Energy Savings Contract. Attachment 5, Page 19 of 36 Siemens Financial Services, Inc. [Dated Date] Page 2 7. No consent of, exemption by or registration with any governmental body (other than those that have been obtained) is required in connection with the leasing of the property or the execution, delivery and performance by the Lessee of its obligations under the Lease (as incorporating the terms and conditions of the Agreement) and the Energy Savings Contract. You, your assigns and their assigns may rely on this opinion as if it were addressed to them. Very truly yours, Attachment 5, Page 20 of 36 OFFICER'S CERTIFICATE Issued in Connection with Leasing Schedule #[Number] (the "Lease") to Master Lease Purchase Agreement dated [Dated Date] (the "Agreement") between Lessee and Siemens Financial Services, Inc. The undersigned, being a duly qualified and acting officer of the City of San Juan Capistrano, California ("Lessee"), DOES HEREBY CERTIFY AS FOLLOWS: Attached hereto is a true and complete copy of the resolution or other authorizing document adopted, signed and approved by the governing body of Lessee, authorizing execution and delivery of (a) the Lease, as incorporating the terms and conditions of the Agreement, (b) the [Name of Agreement] dated 20_ (the "Energy Savings Contract"), by and between Lessee and , and (c) all related documents, and consummation of the transactions contemplated thereby. 2. The official of Lessee who executed the Lease, as incorporating the terms and conditions of the Agreement and the Energy Savings Contract on behalf of Lessee and whose signature appears on those documents; (a) is the duly qualified and acting officer of Lessee as stated beneath his or her signature, and (b) has been authorized to execute those documents on behalf of Lessee. 3. The following official or representative of Lessee is authorized to act on behalf of Lessee in matters relating to the Lease, as incorporating the terms and conditions of the Agreement and the Energy Savings Contract and the Equipment covered thereby: Name Office Signature Benjamin Siegel City Manager 4. The budget year of Lessee is from July 1 to June 30. IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date set forth below. Name: Title: Date: [Dated Date] Attachment 5, Page 21 of 36 [PROPOSED FORM OF RESOLUTION FOR USE BY LESSEE] RESOLUTION NO. WHEREAS, the governing body (the "Governing Body") of the City of San Juan Capistrano, California ("Lessee") has reviewed and determined its anticipated equipment requirements. WHEREAS, the Governing Body for Lessee has determined that it is in Lessee's best interest to acquire certain equipment (the "Equipment') described in a [Name of Agreement] (the "Energy Savings Contract') by and between Lessee and a copy of which document is attached hereto as Exhibit A, and to finance such acquisition under Leasing Schedule #[Number] (the "Lease"), which incorporates the terms and conditions of the Master Lease Purchase Agreement (the "Agreement"), between Lessee and Siemens Financial Services, Inc., copies of which documents are attached hereto as Exhibit B; THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY THAT: Lessee shall acquire the Equipment. 2. The Energy Savings Contract, and the Lease, as incorporating the terms and conditions of the Agreement, are hereby approved, and Lessee's City Manager or other representative of the Lessee designated by any of them in writing is hereby authorized to execute (i) the Energy Savings Contract; and (ii) the Lease, as incorporating the terms and conditions of the Agreement, both in substantially the forms attached hereto with such changes or amendments (substantial or otherwise) as are approved by the officer of Lessee executing those documents, such approval to be conclusively evidenced by that officer's execution of those documents, and (iii) all other documents, instruments, certificates and agreements related to the Energy Savings Contract and the Lease. ADOPTED, SIGNED AND APPROVED at a duly convened meeting of Lessee's Governing Body on the day of , 2018. By; Name: Attachment 5, Page 22 of 36 ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE LESSEE NAME: City of San Juan Capistrano, California Re: Leasing Schedule #[Lease Number] (the "Lease") to Master Lease Purchase Agreement dated as of [Dated Date], between the City of San Juan Capistrano, California, as lessee, and Siemens Financial Services, Inc., as lessor This certificate confirms and affirms that the equipment described in the Lease referenced above (the "Equipment") is essential to the functions of the Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which need is not temporary or expected to diminish in the foreseeable future. Lessee will use such Equipment only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority. 1. Is the Equipment new, an upgrade, additional or a replacement? If replacement, how old is the existing equipment? If new, is the Equipment for a start-up program? 2. Please fully explain the use of the Equipment, including any specific department which maybe its primary user. 3. If any of the Equipment is computer software, on what hardware will the software run, and is the existing hardware owned or being leased? 4. From which fund will lease payments be made? 5. Will any loan or grant monies be used to make lease payments? LESSEE: CITY OF SAN JUAN CAPISTRANO, CALIFORNIA By: Name: Benjamin Siegel Title: City Manager Date: [Dated Date] Attachment 5, Page 23 of 36 INSURANCE COVERAGE REQUIREMENTS TO LESSOR: SIEMENS FINANCIAL SERVICES, INC. its Successors and/or Assigns ATIMA (CERTIFICATE c/o Siemens Financial Services, Inc. HOLDER) 170 Wood Avenue South Iselin, NJ 08830 FROM LESSEE: CITY OF SAN JUAN CAPISTRANO, CALIFORNIA (INSURED) 32400 Paseo Adelanto San Juan Capistrano, CA 92675 LEASING SCHEDULE #[Number] dated [Dated Date] (the "Lease"), to MASTER LEASE PURCHASE AGREEMENT dated [Dated Date] (the "Agreement') between the undersigned ("Lessee") and Siemens Financial Services, Inc. EQUIPMENT LOCATIONS: See Schedule 1 attached hereto. SUBJECT: INSURANCE COVERAGE REQUIREMENTS Check All Appropriate Boxes: Third -Party Insurance. In accordance with Section 16 of the Agreement, we have instructed the insurance agent named below to issue the insurance indicated below (please fill in name, address and telephone number of insurance agent): All Risk Physical Damage Insurance on the leased equipment ("Equipment') covered by the Lease, evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Siemens Financial Services, Inc., and/or its assigns, as additional insured and loss payee. Coverage Required: Full Replacement Value Public Liability Insurance evidenced by a Certificate of Insurance naming Siemens Financial Services, Inc., and/or its assigns as Additional Insured. Minimum Coverage Required: $1,000,000.00 per person $1,000,000.00 aggregate bodily injury liability $100,000.00 property damage liability Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us. Self Insurance. Pursuant to Section 16 of the Agreement, we are self-insured for: All risk, physical damage. Public liability. Such self-insurance covers Siemens Financial Services, Inc. and its assigns to the same extent that commercial insurance would otherwise be required to do so by the Lease. We will provide proof of such self- insurance in letter form together with a copy of the statute or other authority authorizing this form of insurance. LESSEE: CITY OF SAN JUAN CAPISTRANO, CALIFORNIA By: Attachment 5, Page 24 of 36 Name: Benjamin Siegel Title: City Manager Date: [Dated Date] Attachment 5, Page 25 of 36 SCHEDULE 1 TO INSURANCE COVERAGE REQUIREMENTS EQUIPMENT LOCATIONS [Please provide.] Attachment 5, Page 26 of 36 INSURANCE CERTIFICATES (PROPERTY AND LIABILITY) RESPECTING THE EQUIPMENT WITH THE FOLLOWING PARTY SHOWN AS LOSS PAYEE AND ADDITIONAL INSURED: Siemens Financial Services, Inc. and its Successors and/or Assigns ATIMA 170 Wood Avenue South Iselin, NJ 08830 [Required to be Provided by Lessee prior to Closing Date_] Attachment 5, Page 27 of 36 PERFORMANCE CONTRACTING AGREEMENT [Signed copy to be provided prior to Closing Date,l Attachment 5, Page 28 of 36 UCC -1 FINANCING STATEMENT [To be prepared and filed by Lessor.] Attachment 5, Page 29 of 36 UCC SEARCH RESULTS [On file with Lessor.] Attachment 5, Page 30 of 36 PAY PROCEEDS LETTER To: Siemens Financial Services, Inc. 301 Lindenwood Drive Malvern, PA 19355 Re: Leasing Schedule #[Lease Number] (the "Lease" to Master Lease Purchase Agreement dated [Dated Date], between the City of San Juan Capistrano, California, as lessee, and Siemens Financial Services, Inc., as lessor Ladies and Gentlemen: The undersigned officer of the City of San Juan Capistrano, California ("Lessee"), with respect to the above - referenced Lease does hereby instruct and direct Siemens Financial Services, Inc. to disburse the proceeds of the Lease to the following payee: Amount Payee (See attached wire transfer instructions.) (See attached wire transfer instructions.) Dated: [Dated Date]. Description Equipment (as defined in the Lease) (See attached invoice.) Costs of issuance related to the Lease (See attached invoice.)**] CITY OF SAN JUAN CAPISTRANO, CALIFORNIA Lessee By Title: City Manager The undersigned does hereby acknowledge and affirm that payment was made on this date with proceeds of the Lease to the payee listed and in the amount stated above. SIEMENS FINANCIAL SERVICES, INC. By Title: By Title: Attachment 5, Page 31 of 36 CUSTOMER BILLING INFORMATION This is to instruct Siemens Financial Services Inc. in the mailing address for invoices regarding Leasing Schedule #[Number] to Master Lease Purchase Agreement between the City of San Juan Capistrano, California (the "Lessee") and Siemens Financial Services, Inc. (the "Lessor"). This form applies to the following Leasing Schedule: Leasing Schedule No. [Number] Invoice should be addressed as follows: To the Attention of: Corporate Name: City of San Juan Capistrano, California Billing Address: 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 Federal I D#: Invoice Resolution Contact: ([email address]) Telephone Number: ( ) - Fax Number. (__) CUSTOMER PURCHASE ORDER #: X Thank you! Executed Documentation Should Be Sent To Whom: Attachment 5, Page 32 of 36 LESSEE'S FORM W-9 [For completion and signature by Lessee.] OK aa. IMIX Farm W-9 0W,1T-2Wty Attachment 5, Page 33 of 36 City of San Juan Capistrano, California 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Leasing Schedule #[Lease Number] (the "Lease") to Master Lease Purchase Agreement dated as of [Dated Date], between the City of San Juan Capistrano, California, as lessee, and Siemens Financial Services, Inc., as lessor Ladies and Gentlemen: Thank you for selecting Siemens Financial Services, Inc. ("Siemens") as your lender. We are delivering this letter to describe our role in the transaction. Siemens has not acted and will not act as your agent or serve as your municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934). We have no fiduciary duty to you and intend only to enter into an arms - length transaction involving extending credit to you through the purchase of a lease purchase agreement. Any quote or indication of interest provided to you consists solely of the terms under which Siemens may be willing to enter into a transaction with you for Siemens' own account. Please acknowledge the foregoing by signing where indicated below and returning this letter via e-mail to our counsel, Gilmore & Bell, P.C. (e-mail: "ackson ilmorebell.com . In addition, please identify below any registered municipal advisor, financial advisor or placement agent you are working with on this transaction. Please let us know if you or your counsel would like to further discuss these matters. Thank you again for doing business with us. We look forward to working with you. Financial Advisor/ Registered Municipal Advisor: Placement Agent: SIEMENS FINANCIAL SERVICES, INC. (Name of Firm) (Name of Firm) No Placement Agent/Financial Advisor/Registered Municipal Advisor Acknowledgement: CITY OF SAN JUAN CAPISTRANO, CALIFORNIA By: Name: Ben'amin Siegel Title: City Manager Date: [Dated Datel Attachment 5, Page 34 of 36 [**CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FILINGS"] [To be prepared and filed by [Lessee Counsel] [Lessor Counsel] Attachment 5, Page 35 of 36 DISTRIBUTION LIST [On file with Lessor.] Attachment 5, Page 36 of 36 01� *1"%W. WA-', "N A January 26, 2017, Siemens Proposal # 1205 120 San Juan Capistrano Converting City Street Light S from HPS to LED Technology SIEMENS Intelligent Traffic Systems �haX�ui>(y fore fe. City of San Juan Capistrano Dimitrios Andrikos, Director BPM Attn: Tom Toman Craig Debevoise, Director Finance Assistant Public Works Director Address: Intelligent Traffic Systems 9225 Bee Cave Rd, Building B, Ste 101 Public Works and Utilities Department Austin, TX 78733 32400 Paseo Adelanto Telephone: (512) 837-8300 San Juan Capistrano, CA 92675 Fax: (512) 421-6617 E-mail: Dimitrios.Andrikos@siemens.com Craig.Debevoise@siemens.com Date: January 26, 2017 Mr. Tom Toman; Siemens is pleased to offer our response to your RFP, Converting City Street Lights from High Pressure Sodium to LED Technology. Below please find the information required for this cover letter: Identification of Consultant Headquarters Siemens Industry, Inc., Intelligent Traffic Systems 9225 Bee Cave Rd, Building B, Ste 101, Austin, Texas 78733 512-837-8300 Local Office that will run project 2200 W. Orangewood Ave Orange, CA 92868 Contact Person Alex Valenti, Account Manager 8045 Terrace Dr, EI Cerrito, CA 94530 415-246-7257 Validity This proposal will remain valid for 120 days from date of opening. bummar OT Keyraciors Experience Siemens is the leader in the LED street light conversion field. Our staff of professionally certified Engineers, Project Managers, and Electricians has extensive experience executing successful street light conversion projects. As industry recognized leaders, our staff has developed a unique approach to roadway lighting conversions that has earned recognition among the roadway and outdoor lighting industry organizations. Over the past five years, Siemens has successfully completed LED street light conversion projects in 80 communities, totaling over 110,000 LED street lights installed over this period. Siemens is currently in contract negotiation for 10 additional street light projects. The key benefits of partnering with Siemens are: ➢ In house installation staff — one point of accountability, no finger pointing ➢ World class project management processes thru PM@Siemens Attachment 6, Page 2 of 28 Attachment 6, Page 3 of 28 ➢ In house project financing through Siemens Financial Services The project manager for this project will be Bryan Berlin who resides in San Clemente, CA, and has over 10 years of project management experience withint the street lighting industry. The account manager for this project will be Alex Valenti, who resides in EI Cerrito, CA, and has 8 years of experience in street lighting and energy services. Project Photometric Analysis Determine existing streetlight placement, height and Understanding street width and conduct analysis of the proposed replacement lights to illustrate improved lighting levels that provide safe and adequate light. All LED products selected by Siemens are DLC listed. Understanding of This Project Siemens understands this project to include the conversion of the 1,158, street lights to LED within the City of San Juan Capistrano, Siemens proposes 4 technicians for the duration of the project. In addition to technicians, Siemens will also have a field supervisor, project manager, commercial project manager, project coordinator, and warehouse staff supporting the project. Siemens staff will use Microsoft Project to track the overall progress of the project and to create overview progress reports, as well as mobile technology that will track progress in real time through the use of tablets in the field. Records and Rebates Siemens will conduct a detailed investigation of San Diego Gas and Electric (SDGE) billing records, maps and City records to establish the list of street lights for replacement/upgrade, which are eligible for rebates from various sources. Onsite Physical Inventory Siemens will conduct an on-site physical inspection/inventory of all street lights for final verification of GPS coordinates (Latitude/Longitude within 5ft.), location (closest address), wattage, luminaire physical attributes, pole and or light number, luminaire type, pole type, pole and or bracket height, pole condition (identification of light poles at risk for failure, etc.). City Approval of Final Project Details Siemens will submit the final project details and scope of work to the City for approval prior to implementation. Project Communication Siemens will carry out instructions from the City and will Implementation communicate fully throughout the project. Materials Siemens will purchase qualified luminaires and all needed equipment to complete the install. Siemens will also follow proper waste disposal procedures and assist the City in applying for rebates. Progress Tracking Installation progress will be tracked on a daily basis by the project's Field Supervisor and Project Manager, and a brief status report that includes project status and any current issues will be provided to the City on a weekly basis. Construction Phase During the construction phase, the project is installed per schedule, scope, and price. Progress billings are processed based on completed schedule items. Punch list items are corrected on an ongoing basis. The Siemens energy engineer and other individuals that were involved in the Attachment 6, Page 3 of 28 Declaration Only the person, persons, company or parties interested in the proposal as principals, are named therein. This proposal is made without collusion with any other person, persons, company, or parties submitting a proposal and it is in all respects fair and in good faith without collusion or fraud, and that the signer of the proposal has full authority to bind the principal proposer. Agreement Modification Siemens proposes the following modifications to the terms and conditions as laid out in the RFP: Insurance Terms On page 27-28, Item 11. Insurance. Sub item Commercial Liability. Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply _p eFPyejerct (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; 9F (4) r ptaiA aRy eiheF e,,.clusien nt;aFy to the AqFeemens Attachment 6, Page 4 of 28 design of the job walk the construction site to confirm that construction is being installed according to the intended scope and design. Construction meetings are conducted and chaired by the Siemens project manager to assess progress, report on status of activities, discuss modifications and/or proposed changes, as necessary, and maintain the air of partnering throughout the term of the project. Final Acceptance Siemens will: ➢ Test lights to ensure they work and identify locations where repairs are needed. ➢ Participate in the final walk through of the constructed project and the preparation of the "punch list" of work to be completed for acceptance. Training Siemens will train City personnel in all aspects of routine operation, maintenance and safety of LED luminaires and or retrofit kits. Workmanship Warranty Siemens will warrant all labor and workmanship and replace defective luminaires and or retrofit kits and parts thereof for a period of one (1) year from the date of project acceptance. Siemens will also provide representative samples of spare luminaires stored for future use (in stock) for maintenance and warranty purposes. References Siemens has provided 3 references in our response, as well as a list of street light retrofit projects that have been completed in the last 5 years. Declaration Only the person, persons, company or parties interested in the proposal as principals, are named therein. This proposal is made without collusion with any other person, persons, company, or parties submitting a proposal and it is in all respects fair and in good faith without collusion or fraud, and that the signer of the proposal has full authority to bind the principal proposer. Agreement Modification Siemens proposes the following modifications to the terms and conditions as laid out in the RFP: Insurance Terms On page 27-28, Item 11. Insurance. Sub item Commercial Liability. Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply _p eFPyejerct (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; 9F (4) r ptaiA aRy eiheF e,,.clusien nt;aFy to the AqFeemens Attachment 6, Page 4 of 28 (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles eF .,Fevida roveFage exra« of a self_ •Id .eWRt,.,,, subject to .. tteR appFevai by the-C4, and provided that such deductibles shall not apply to the City as an additional insured. As a global, multi-billion dollar organization, Siemens carries standard insurance and deductible for a firm of our size and for this type of project. While our deductibles might be larger than smaller, less financially secure companies, Siemens has never failed to, nor defaulted on a fee. On page 28 Item 11. Insurance. Sub item Automobile Liability. (iv) Subj c4 to wFit;ep approval by the Git, , the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self- insured retention. As a global, multi-billion dollar organization, Siemens carries standard insurance and deductible for a firm of our size and for this type of project. While our deductibles might be larger than smaller, less financially secure companies, Siemens has never failed to, nor defaulted on a fee. On page 31, Item 11. Insurance. Sub item Additional Insurance Provisions Siemens shall provide Insurance certificates, as is customary in such projects, which shall list the City, as an additional insured. With kind regards, Dimitrios Andrikos Craig Debevoise Director, Bid and Project Management Director, Finance Siemens Industry, Inc. Intelligent Traffic Systems 9225 Bee Cave Rd Bldg B, Ste 101 Austin, TX 78733 Attachment 6, Page 5 of 28 Table of Contents CoverLetter........................................................................................................................... 2 STATEMENT OF QUALIFICATIONS............................................................................................ 7 Firm and Personnel Experience............................................................................................... 8 ExperienceOverview........................................................................................................... 8 Siemens Street Light Experience........................................................................................ 10 CDM Smith: Street Light Audit Subconsultant.................................................................. 11 San Juan Capistrano Project Team...................................................................................... 12 KeyProject Team Members............................................................................................ 13 Project Understanding Statement.......................................................................................... 15 ProjectRequirements..................................................................................................... 15 ProjectPlanning and Coordination.................................................................................. 19 ProjectImplementation.................................................................................................. 21 PostInstallation............................................................................................................. 22 Assumptions.......................................................................,..,.,,................................... 22 Exceptions.................................................................................................................... 22 Schedule.............................................................................................................................. 23 Relevant Project Experience.................................................................................................. 24 References........................................................................................................................... 26 General Insurance Certificate............................................................................................. 27 Page 16 Attachment 6, Page 6 of 28 F FrAL HU ri a- ILL t f LF i Firm and Personnel Experience Experience Overview Founded in Germany in 1847, Siemens has been S I EM 4 at the forefront of electrical technology since inception. 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 power generation and transmission as well as medical diagnosis. In infrastructure and industry solutions the company plays a pioneering role. In 1881, a Siemens AC Alternator, driven by a watermill, was used to power the world's first electric street lighting, introducing to the world a new way to make nighttime streets safer and useful. Fast forwarding to today, Siemens can look back on almost 170 years of experience in the implementation of pioneering technologies. Siemens has expanded its markets to include vehicles for rail traffic, road traffic control and information systems, turnkey mobility systems, and integrated mobility solutions, a few in our vast portfolio. As of September 30, 2016, Siemens had approximately 350,000 employees in more than 200 countries, and revenues of over $86 billion. National presence: Siemens Industry is a division of Siemens AG. Siemens Industry, Inc. (SII) began operations in the United States in November 1972. With over 18,000 employees, this arm of the company is unmatched in the U.S. marketplace with its products, services, and combined solution offerings. Siemens acquired Automatic Signal/Eagle Signal Corporation in 1997, Gardner Transportation Systems in 2000, and Republic ITS, a U.S. leader in streetlight equipment installation, maintenance, and service in 2010 to enhance its presence in the US market. Siemens ITS: Siemens ITS Business Segment is headquartered in Austin, Texas at 9225 Bee Cave Rd, Building B, Ste 101. The focus of ITS is traffic managmenet, Connected Vehicle technologies, and the installation and maintenance of streetlighting and traffic signals. Our technicians have extensive experience installing traffic control systems, lighting control systems and many other devices in the right-of-way. We currently employ 90 employees located in our Austin facility with an additional 200 in field offices around the country. Siemens ITS conducts street light retrofit projects as one of our main courses of business. Siemens has implemented thousands of streetlight retrofits and over 1,500 guaranteed energy performance contracts. Our highly relevant experience working in multiple states and utility territories will directly benefit your project. Siemens ITS is the leader in the LED street light conversion field. Our staff of professionally certified Engineers, Project Managers, and Electricians has extensive experience executing successful street light conversion projects. As industry recognized leaders, our staff has developed a unique approach to roadway lighting conversions that has earned recognition among the roadway and outdoor lighting industry organizations. Page 18 Attachment 6, Page 8 of 28 Siemens has successfully completed LED street light conversion projects in 80 communities, totaling over 110,000 LED street lights installed over this period. Siemens is currently in contract negotiation for 10 additional street light projects. The key benefits of partnering with Siemens are: ➢ In house installation staff — one point of accountability, no finger pointing ➢ World class project management processes thru PM@Siemens ➢ In house project financing through Siemens Financial Services Who we are and what we do: SIEMENS Siemens Mobility- ITS Business Portfolio Ta ,` o'VJ%t on �MlllllllllllI Intersection TACTICSELITE Energy Services Services .. 4 Page 19 Attachment 6, Page 9 of 28 Local presence: Siemens has multiple locations across the state of -W- AF* e k California, including our office in Orange, from which this Siemens was the + we will manage project. No. of Lights previous traffic signal maintenance provider for the City w as well and is intimately familiar with the City. In Carlsbad addition,our Project Manager, Bryan Berlin, lives 15 1 u 1 minutes from San Juan Capistrano City Hall as well. 1 3,898 Manteca One of the hallmarks of our Streetlight Retrofit projects 1 is Siemens' belief in the local economy and providing as CA many local jobs as possible. Whether through subcontracting applicable portions of the work to local 1� firms, utilizing existing local Siemens' employees, or Ifs hiring from the local labor union, Siemens is committed Figure 1 Current Maintenance Customers to the community of San Juan Capistrano. Siemens has a strong presence in California, particularly in the streetlight maintenance field. The map shows the locations of Siemens 108 current service customers. Figure 1 shows the current traffic signal and street light maintenance contracts currently held in Southern California; the red flags represent customers in Orange County, the blue Riverside County, and the green those in San Diego County. Siemens Street Light Experience The Siemens ITS Energy Services team is a dedicated organization within Siemens ITS who works exclusively with local agencies to assist in the development of LED street light conversion projects. To date, the Siemens ITS Energy Services team has completed over $60 million in street light conversion projects. We specialize in maintenance, and therefore have a long term view in selecting a lighting solution that will meet the cities needs over many years. Nationally, Siemens has completed: LED conversion of over 1 10,000 street lights • Over 500,000 traffic signal LED conversions Over 300 street and traffic light maintenance contracts with public agencies in the US. A snapshot of our projects with 2,000 fixtures or more follows: West Coast City State No. of Lights Merced CA 7,000 Carlsbad CA 6,700 San Mateo CA 3,898 Manteca CA 2,900 Novato CA 2,104 East Coast City State No. of Lights Providence RI 16,780 Cape Light MA 16,089 New Bedford MA 10,051 Manchester NH 9,000 Newton MA 81440 Page 110 Attachment 6, Page 10 of 28 I Industry Reputation and Accreditation Below are descriptions of accreditations and pre -qualifications held by Siemens. We are an active member in a number of leading industry associations at the national and local levels, including: Other Organizations: • Alliance to Save Energy • Carbon Disclosure Proiect • Energy Star • Indoor Air Quality Association • Association of Energy Engineers • Dow Jones Sustainability Index • Federal Energy Management Pro • US DOE Rebuild America Program CDM Smith: Street Light Audit Subconsultant Siemens has chosen CDM Smith as our subcontractor for the audit portion of this project. The Siemens -CDM Smith partnership is nota DM new collaboration; recently Siemens and CDM Smith have worked ith together on many streetling conversion projects. The Siemens -CDM Smith team has developed a customized, cloud -based ArcGIS online (AGO) program that gives accurate information of the city's current streetlight system and fixtures, and is updated in real time by field personnel during auditing and retrofitting work. CDM Smith is a global water, environment, transportation, energy and facilities firm helping public and private clients improve the environment and infrastructure. Founded in 1947 as a three-person firm, the company has grown and diversified into a multidisciplinary staff of 5,000 Page 111 Attachment 6, Page 11 of 28 Siemens is accredited by the National Association for Energy Service Companies (NAESCO) as an Energy Service Provider, the highest level of accreditation for companies serving the energy market. Siemens Industry, Mobility Division is part of a small, elite group of companies with this accreditation. Of the 100 NAESCO members, only eighteen National tion of Energy Service Companies gyServiceCompani are accredited, and onlyeleven of those includingSiemens Industry, have achieved the highest level of accreditation as an Energy Service Provider (ESP). The Energy Services Coalition is a national non-profit organization composed of a local network of experts from a wide range of ` organizations working together at the state and local level to increase energy efficiency and building upgrades through energy savings performance contracting. Siemens supports the Energy Services :. Coalition (ESC) at both the national and local levels. Other Organizations: • Alliance to Save Energy • Carbon Disclosure Proiect • Energy Star • Indoor Air Quality Association • Association of Energy Engineers • Dow Jones Sustainability Index • Federal Energy Management Pro • US DOE Rebuild America Program CDM Smith: Street Light Audit Subconsultant Siemens has chosen CDM Smith as our subcontractor for the audit portion of this project. The Siemens -CDM Smith partnership is nota DM new collaboration; recently Siemens and CDM Smith have worked ith together on many streetling conversion projects. The Siemens -CDM Smith team has developed a customized, cloud -based ArcGIS online (AGO) program that gives accurate information of the city's current streetlight system and fixtures, and is updated in real time by field personnel during auditing and retrofitting work. CDM Smith is a global water, environment, transportation, energy and facilities firm helping public and private clients improve the environment and infrastructure. Founded in 1947 as a three-person firm, the company has grown and diversified into a multidisciplinary staff of 5,000 Page 111 Attachment 6, Page 11 of 28 in over 125 offices worldwide, including local offices in Irvine, and Carlsbad. CDM Smith's project office for this effort would be located in Irvine, CA. CDM Smith offers expertise and flexibility, from initial concept through design, construction, commissioning, and operations for a variety of environmental engineering services to federal, regional, state and municipal agencies; industries, public, and private organizations; and individuals. Their services have supported projects ranging from small pilot -scale studies and specialized consultation to complex national studies requiring a multidisciplinary approach. CDM Smith has grown from a New England -based firm to a global Engineering News -Record (ENR) top 100 design -build firm generating more than $1 billion in annual revenues. They have the resources required to meet any need that arises during the life of a project. As a full-service engineering and construction firm, they deliver exceptional client service, quality results and enduring value across the entire project lifecycle. San Juan Capistrano Project Team Richard Q'ttearn Energy Engineer 25-95% of his time for the duration of the project- dependent on stage of prosect. COM Smith Audit Subcontractor Enc Pescatore ;IS Task Manage 10056 of his time unna Audit Phar Carlos Melvin Audit Team Lead 100% of his time during the audit Phase Bryan Berlin Project Manager 1 W% of nm time for duraWn of project Tim Kosman Field Supervisor 100% of his time for the durawn of the insta8ation. InstaHation Technician Alex Valenti Account Manager 10% of his time for the duration of the project Installation Technician Installation Technician Installation Technician Installation Technician Page 112 Attachment 6, Page 12 of 28 Key Project Team Members Siemens ITS Bryan Berlin, Senior Project Manager Responsibilities: Residing in San Clemente, Mr. Berlin will be responsible for the overall project, maintaining the project budget, resources, and managing material purchasing. Mr. Berlin will build a detailed project plan, provide key management/supervisory responsibilities at the work site to coordinate, ti schedule, monitor, and report the work throughout the lifecycle of the project. Mr. Berlin will communicate on a continual basis to City personnel and anyone impacted by the project and authorized by the City to obtain such updates. Experience: Mr. Berlin has over 10 years of project management experience within the street lighting and ITS industries. In his current role, he manages all phases of project implementation including the creation of the project plan and design, schedule and budget, procurement, supervision of Siemens ITS field personnel and project administrative staff, oversight of any project partners/vendors, and stakeholder communications. Mr. Berlin is a certified Project Management Professional (PMP) through the Project Management Institute (PMI) and adheres strictly to their project management principles with a primary focus on the triple constraints of scope -schedule -cost and achieving customeristakeholder goals. Mr. Berlin has been involved in many streetlight retrofit and design projects during his time at Siemens. In previous employment Mr. Berlin worked as a Project Manager for Service 1st Lighting and Tri - County Lighting as a Project Manager. He primarily managed the construction of new street light systems, public right of way lighting systems and energy efficient retrofits. Alex Valenti Account Manage Responsibilities: Mr. Valenti will be the primary interface for all elements of the street light project. The responsibilities of the Account Manager include coordination with the project team, confirming project requirements with the City, monitoring milestones, and providing open communication with the customer. The Account Manager will address legal issues including all contract - related documents, assist in the transition from one phase of the project to the next, and ensure that all documentation is in order. Experience: Currently Mr. Valenti serves as the Western US Account Manager and technical expert for LED street light conversion programs for Siemens. This involves developing Investment Grade Assessments (IGA) for large municipal street light conversion programs, performing energy analysis, and material specification, as well as working closely with our clients to ensure they are receiving the best possible LED installation service. Mr. Valenti has led Siemens in several streetlight design and LED conversion projects. In previous employment, Mr. Valenti worked as a Project Manager for Energy Solutions coordinating energy efficiency rebate programs and developing California Title 24 energy efficiency building codes. This included managing large scale commercial lighting conversions and facilitating the participation of California Investor Owned Utilities in building code development. Prior to Energy Solutions, Mr. Valenti worked as a Researcher at Lawrence Berkeley Page 113 Attachment 6, Page 13 of 28 National Laboratory assisting in the development of Federal lighting standards, and detailed economic, technical and market based analysis. Richard O'Hearn. Senior Enerqv Engineer JLResponsibilities: Mr. O'Hearn serves as the lead technical resource for street light design, energy analysis, tasks associated with billing adjustment requests and utility rebate applications. He also completes technical assessments of the various vendor options on the customer's behalf to provide objective analyses to inform the customer concerning tradeoffs between the upfront fixture cost and efficiency. Experience: Mr. O'Hearn has over 9 years in the roadway lighting industry, focusing on turnkey & energy efficiency projects on the national level. He has acted as a consultant for a joint venture between the U.S. Dept. of Energy & the National Renewable Energy Labs, as the industry expert in roadway lighting data collection. Since joining Siemens Mr. O'Hearn has been involved in numerous energy analysis projects and has added value and expertise to each opportunity he has been assigned. Involved in overseeing the GIS Inventory Audit, fixture selection, utility analysis, energy calculations, energy assessments, Investment Grade Audits, guaranteed energy savings analysis and management, and the overall project energy management, Mr. O'Hearn is a critical team member. As a Certified Energy Manager, Mr. O'Hearn has ensured Siemens success in meeting timelines, budgets, and clients' expectations across the United States, and has special expertise in design projects. Tim Kosman, Field Supervisor Responsibilities: Mr. Kosman's duties include the supervision of field technicians, overseeing warehouse operations, communicating issues with scope and ensuring safety protocols, as well as project team lead in the absence of Mr. Berlin. Mr. Kosman may also perform outdoor lighting installation work, dependant on the scope of the individual project. Experience: Mr. Kosman has been with Siemens for 6 years and has over 27 years of extensive experience in construction, specifically street lighting projects and traffic signal and street light maintenance. Mr. Kosman is adept at managing field personnel for LED conversions. Mr. Kosman has been involved in many street light projects in California, including the San Diego Street Lighting General Requirements Contract. In previous employment Mr. Kosman worked as a foreman for several electrical contractors. CDM Smith Eric Pescatore, GIS Manager Responsibilities: Mr. Pescatore serves as the manager of street light GIS audit services for CDM Smith. Mr. Pescatore will develop the GIS installation map, manage the audit crews, perform quality checks, and be the point of contact for audit services. Experience: Mr. Pescatore has over 13 years of experience developing GIS data and applications for municipal clients. Eric is proficient with ESRI's ArcGIS suite of programs, ArcGIS Desktop, ArcGIS Pro, ArcServer, ArcGIS Portal, various ESRI extensions and Web API developer environments, and is well versed in the development of ArcGIS Online (AGOL) solutions. Mr Pescatore has overseen and implemented street light audit and conversion programs in over 20 Page J 14 Attachment 6, Page 14 of 28 communities throughout New England, with a cumulative fixture total of over 70,000 street lights. Carlos Melvin, Environmental Engineer Responsibilities: Mr. Melvin will be the audit team lead for CDM Smith, working closely with Mr. Pescatore to ensure a complete and accurate audit. Experience: With over 10 years of project management experience, Mr. Melvin represents the outstanding quality of CDM Smith's engineering staff, that clients across the county have come to expect. He is an environmental and civil engineer with experience in the areas of water, wastewater, construction, quality control inspection, solids, soil, and hazardous waste management. Mr. Melvin has certifications in NAVFAV Construction Quality Control Management and First Aid/CPR, as well as being bilingual (Spanish). References for our Project Team can be provided upon request, as we were not able to include due to the page limit. Project Understanding Statement Project Requirements Photometric Analysis Siemens will determine existing streetlight placement, height and street width and conduct analysis of the proposed replacement lights to illustrate improved lighting levels that provide safe and adequate light. Siemens' design philosophy is to assist our customers in determining the appropriate balance between lighting levels and energy savings. This is a collaborative process which utilizes relevant design guidelines, such as the Illuminating Engineering Society of North America (IESNA) RP-8�il'. guidelines. RP -8 recommends illuminance/luminance levels s ' ;. "'° •': based on route classification and level of pedestrian conflict. s ' Some roads may transition from commercial to residential and the lighting levels adjust" „nwt accordingly. Additionally, the community's goals and site- Iz specific variations are taken + : into account, such as school -- .. areas, crosswalks, or public safety/crime issues. ° The Siemens design team will first meet with City staff to gain an understanding of project goals and objectives and discuss any previous experiences with LED street lighting. The design team will review the current Page 115 Attachment 6, Page 15 of 28 streetlight system to assess lighting levels and associated factors regarding route classification, adjoining land use, pedestrian activity and any special considerations the City deems relevant. Siemens staff will then perform field measurements and perform computer modeling of representative areas to determine current lighting levels. Utilizing City -approved LED fixtures and associated test data from the manufacturer, the design team will then use computer modeling to estimate the illumination of City specified LED fixtures to show that appropriate standards are met. This process will ensure that final specification for street light fixtures meets the energy efficiency goals while ensuring City approved lighting levels are maintained. An example photometric modeling design is shown The Siemens design team provides an additional design step called a geographical assessment. This process involves a visual inspection of a map that identifies each location based on style, wattage, and lamp type. A map of this data provides a more recognizable visual element to this exercise than a spreadsheet, and helps in identifying locations that have a different wattage or lamp than their surrounding fixtures. In these instances, the community will be able to decide whether or not they want to continue with the one-for-one approach based on the existing system, or if they want to modify these individual locations to better match the surrounding environment. Historically, this step can bring an additional 2-3% in energy savings to the customer, which, over time, can translate into considerable energy and cost savings on top of the qualitative benefits of having a consistent system. Removal and Disposal Siemens will remove and dispose existing luminaires heads and any other discarded materials including all necessary and appropriate temporary traffic control devices/measures. Siemens utilizes Laurel Environmental a woman owned business that specializes in street light recycling. The selection of Laurel Environmental by Siemens will help the City to meet their MIWIDBE goals. Replacement Materials Siemens will convert the existing fixtures with LED products that are qualified by the Design Lights Consortium, are listed by a nationally recognized testing laboratory as suitable for wet location applications, have a minimum 10 year warranty, and be eligible for utility rebates. We understand that the City desires to approve retrofit kits prior to procurement, however our pricing is based upon our selected materials, should another fixture be preferred, the cost may increase. All LED products selected by Siemens are DLC listed. With the objective of a one-for-one energy conservation measure under the assumption that the customer is generally satisfied with existing light levels, a community -wide street light conversion project is executed under the primary intent of providing an optimal energy savings opportunity without sacrificing the lit environment. Page 116 Attachment 6, Page 16 of 28 Installation Siemens provides a "turnkey' approach to project delivery- minimizing risk, staff -time, and inconvenience on the part of the client. The turnkey approach encompasses the full scope of energy project services, including energy audit, construction management, implementation, measurement and verification, training, and when requested, savings guarantees, and arranging financing. Following completion of final planning, the project manager mobilizes the project. Project scheduling, coordination of the project delivery team, material acquisition and storage, and site needs are discussed in detail with the City to ensure smooth project implementation without disruption to the occupants. Before construction begins, an internal review takes place that reconciles all project details. Materials are then ordered and the personnel are coordinated. Pre -construction meetings include Siemens, the customer, project personnel, and suppliers- and are conducted at the earliest opportunity to ensure that all parties understand the goals, objectives, time frames, contract stipulations, and conditions involved. Training program roll-out is planned/scheduled relative to project completion. To convert the 1,158, street lights within the City of San Juan Capistrano, Siemens proposes 4 technicians for the duration of the project. In addition to technicians, Siemens will also have a field supervisor, project manager, commercial project manager, project coordinator, and warehouse staff supporting the project. Siemens staff will use Microsoft Project to track the overall progress of the project and to create overview progress reports, as well as mobile technology that will track progress in real time through the use of tablets in the field. Installation progress will be tracked on a daily basis by the project's Field Supervisor and Project Manager, and a brief status report that includes project status and any current issues T will be provided to the City on a weekly basis. Project team meetings will be held on a regular77A basis as determined by the City and Siemens. These meetings will includes the Siemens' project management staff, Siemens' field supervisor, and City staff. In addition to progress reports, these meetings will ensure that the project is on schedule, any issues are being addressed, and that the work is being done safely and to the satisfaction of all stakeholders. Quality control will be a top priority during the implementation phase of the project. The Siemens project manager and field supervisor will routinely visit the field to perform quality control and identify opportunities for improvement. Siemens staff will routinely perform internal project audits and reviews to ensure the project is being executed correctly and efficiently. In addition, Siemens project management and supervisory staff will communicate on a regular basis with City staff and City existing street light maintenance contractor in relation to any issues found in the field that require attention. Page 117 Attachment 6, Page 17 of 28 All materials removed that are able to be recycled will be recycled appropriately. Resulting hazardous waste and general refuse will be handled in accordance with all applicable regulations and best practices. To facilitate the recycling effort, Siemens is partnering with Laurel Environmental, a WBE company specializing in streetlight recycling. Laurel Environmental will supply all applicable recycling certificates. Additionally Laurel Environmental will advise Siemens of any increase in scrap values, which will be passed along to the City. During the construction phase, the project is installed per schedule, scope, and price. Progress billings are processed based on completed schedule items. Punch list items are corrected on an ongoing basis. The Siemens energy engineer and other individuals that were involved in the design of the job walk the construction site to confirm that construction is being installed according to the intended scope and design. periodically as defined by the customer, to access, progress, and "look ahead." Construction meetings are conducted and chaired by the Siemens project manager to assess progress, report on status of activities, discuss modifications and/or proposed changes, as necessary, and maintain the air of partnering throughout the term of the project. Meetings may be conducted weekly, evolving to "as agreed" once the project is underway. Owner meetings are conducted weekly, or discuss issues such as payment, invoicing, Prior to filing a notice of completion, Siemens performs an inspection of the entire installation and develops an internal punch list to be addressed. Any issues found during the punch list review are addressed and signed off by the customer. Punch lists are not complete until both the customer and Siemens are satisfied with the completion of the construction phase of the job, per the scope of work. Our goal is to ensure quality results through a project management approach that closely manages all aspects of the project and ensure projects are completed on time and within budget. We have a wealth of experience managing and executing large construction projects, particularly energy efficiency lighting retrofits. Notifications and Related Work Siemens will provide notifications, process paperwork, GPS and inventory existing street lighting to update the City's and SDGE's GIS inventories, revise the rates schedule for the new lights and apply for appropriate rebates and related work as necessary. Siemens believes that communication is one of the key factors in a successful project and will regularly communicate with the City concerning status updates, any issues encountered and weekly progress meetings. Record Documents Siemens will provide As -Built documentation of installed LED luminaries, GIS data, and any applicable warranties, service maintenance and operations manuals. Page 118 Attachment 6, Page 18 of 28 Compliance with Laws Siemens will comply with all laws and regulations including wage and labor (prevailing wage rate), DIR Registration, OSHA requirements and any safety measures. Project Financing Siemens Financial Services can facilitate your municipality's investments in energy efficiency. You already recognize that investing in energy efficient street light equipment makes sound business and environmental sense. Siemens Financial Services (SFS) can help finance your investment in green energy efficient solutions from Siemens ITS. We are offering 2 options to the City, one with controls and one without. In our investigation of this project, we came to the conclusion that a Retrofit with Controls could not be contained within a 10 year financing program, while the LED Retrofit without Controls would easily make the loan feasible within a ten year finanicing program. Documentation, details, and figures concerning the financing are included in our Fee Proposal. Project Planning and Coordination Records and Rebates Siemens will conduct a detailed investigation of San Diego Gas and Electric (SDGE) billing records, maps and City records to establish the list of street lights for replacement/upgrade, which are eligible for rebates from various sources. Onsite Physical Inventory Siemens will conduct an on-site physical inspection/inventory of all street lights for final verification of GPS coordinates (Latitude/Longitude within 5ft.), location (closest address), wattage, luminaire physical attributes, pole and or light number, luminaire type, pole type, pole and or bracket height, pole condition (identification of light poles at risk for failure, etc.). Siemens believes GIS technology is crucial to a successful outdoor lighting conversion project and recommends that all projects include a pre installation GIS field assessment. A field collected GIS database allows for successful project design, implementation and utility billing and tariff adjustments. Siemens engineers, field staff and subcontractors are experienced in the use of GIS software systems, such as ESRI ArcGIS. Siemens staff utilizes GIS technologies and software in 7 different steps throughout the project: 1. Initial System Design a. Initial G I S field data collection application designed and configured to meet unique characteristics of the City. b. Creation of field audit, LED conversion and Siemens management maps. c. Web based project dashboard developed to report on projects status and metrics, and then, at the end of this phase, provide a preliminary review of existing municipality and utility data. 2. Field Data Collection a. Pole -by -pole field assessment b. Asset attribute data collection Page 119 Attachment 6, Page 19 of 28 Reconciliation of City Records Siemens will reconcile City records and inspection/inventory results with SDGE records to confirm ownership of targeted replacements and eligibility for rebates and lower cost tariffs. Siemens will also develop and submit required paperwork to reconcile street light billing records. Replacement Plan Siemens will prepare a Replacement Plan based on the replacement for typical lighting configurations, photometric analysis and the mapping data, for the target luminaires. The plan will list each fixture, associated pole number, meter number (if applicable), GIS location and the existing and proposed items for each of the parameters collected during the inspection. Detailed Analysis Siemens will perform a detailed analysis which compares energy consumption and fixture longevity between existing and proposed luminaires. We will develop a 15 -year energy (Kwh and cost) maintenance cost and greenhouse gas (GHS) savings projection(s) to ensure results and cost effectiveness of project options. Initial energy costs shall be based on the most current and applicable SDGE tariff schedule. We will include the assumed annual increase in electricity rates and justify the assumed rate increase. Page 120 Attachment 6, Page 20 of 28 c. GIS location assignment 3. Data Reconciliation a. Utility bill reconciliation with field audit data b. Finalization of GIS map and associated attributes 4. Data Analysis a. Analyze the City's street light infrastructure data b. Create a benchmark for current energy consumption c. Develop lighting design and Energy Conservation Measure (ECM) d. Generate final installation map 5. Final Data Deliverable a. IGA report b. GIS database for implementation 6. Implementation Monitoring a. Installation scheduling, monitoring and report generation b. Field issue identification and resolution c. Real time citizen facing installation monitoring map 7. Utility Data Management a. Utility billing adjustment b. Utility tariff adjustment c. Final installation database Reconciliation of City Records Siemens will reconcile City records and inspection/inventory results with SDGE records to confirm ownership of targeted replacements and eligibility for rebates and lower cost tariffs. Siemens will also develop and submit required paperwork to reconcile street light billing records. Replacement Plan Siemens will prepare a Replacement Plan based on the replacement for typical lighting configurations, photometric analysis and the mapping data, for the target luminaires. The plan will list each fixture, associated pole number, meter number (if applicable), GIS location and the existing and proposed items for each of the parameters collected during the inspection. Detailed Analysis Siemens will perform a detailed analysis which compares energy consumption and fixture longevity between existing and proposed luminaires. We will develop a 15 -year energy (Kwh and cost) maintenance cost and greenhouse gas (GHS) savings projection(s) to ensure results and cost effectiveness of project options. Initial energy costs shall be based on the most current and applicable SDGE tariff schedule. We will include the assumed annual increase in electricity rates and justify the assumed rate increase. Page 120 Attachment 6, Page 20 of 28 City Approval of Final Project Details Siemens will submit the final project details and scope of work to the City for approval prior to implementation. Project Implementation Communication with the City Siemens will: ➢ Carry out the instructions received from the City and shall co-operate with the City and other involved agencies. ➢ Provide the City with the Project Schedule prior to the commencement of actual work. ➢ Attend weekly progress meetings with City Staff. ➢ Provide electronic GPS tracking updates suitable for posting on the City's website. ➢ Be available to be called to the site in response to questions arising from the progress of the work. Coordinated Project Development Process Siemens will ensure an efficient and coordinated project development process, the delivery of a high quality product, and development of the project components within budget and on schedule. Materials Siemens will: ➢ Purchase qualified luminaires and all other related components, including all necessary equipment, hardware, adapters, and any other materials necessary for a quality installation. ➢ Manage deliveries and staging of materials to the site, including any secured storage as may be necessary. ➢ Prepare and manage appropriate waste disposal facilities as necessary to dispose the old luminaires and any potential hazardous materials. All excess property for this project shall become the property of the Contractor and shall be disposed in a manner that meets City, State, and Federal requirements. ➢ During installation, comply with all requirements to ensure replacement luminaires receive the applicable rebates and SDGE's reduced tariff schedule. Traffic Control Siemens will provide Traffic Control plans to be reviewed and approved by the City's Public Works Department. Permits Siemens will obtain necessary encroachments permits Siemens assumes such permits will be "no fee' permits. Final Acceptance Siemens will: ➢ Test lights to ensure they work and identify locations where repairs are needed. ➢ Participate in the final walk through of the constructed project and the preparation of the "punch list" of work to be completed for acceptance. Page 121 Attachment 6, Page 21 of 28 Training Siemens will train City personnel in all aspects of routine operation, maintenance and safety of LED luminaires and or retrofit kits. Workmanship Warranty Siemens will warrant all labor and workmanship and replace defective luminaires and or retrofit kits and parts thereof for a period of one (1) year from the date of project acceptance. Siemens will also provide representative samples of spare luminaires stored for future use (in stock) for maintenance and warranty purposes. Post Installation Final Reports Following City acceptance of the installation, Siemens will provide final report(s) to the City per CEC or Vendor including financing requirements. Rebates Siemens will prepare all documentation required to receive rebates and reimbursement funds from the CEC, SDGE, or others as applicable, on behalf of the City. Siemens will collaborate with SDGE to process the tariff change an amend billing records with SDGE. r GIS Records Siemens will provide electronic post -installation GIS records for all street lights. GIS records are to include all parameters collected in the inventory. Loan Repayment Siemens will determine loan repayment amounts for the life of the loan and communicate these to the City. Assumptions 1. Siemens' pricing is based upon the fixture counts and types provided in the RFP, should these counts or types vary, our pricing will also change. 2. "Other" fixtures removed per Addendum 5. These fixtures may be added by the City after the Audit at an additional cost. 3. Siemens has included the first year of the Software Service fee in our pricing. 4. Siemens secured financing for the "Llknown Wattages" in the inventory as a reference point. Siemens assumed that the these fixtures were 250W HPS, in order to secure the most funds for the project. Exceptions Siemens exceptions to the Terms and Conditions were included in our Cover Letter. No further exceptions or modifications are needed. Page 122 Attachment 6, Page 22 of 28 .` y i N yi r S C I.C.I r w w Ll to N c N N CCI V, C c w w w w w y w Ey a in iA ni w {A w w LEi w N fV N d N N N N — ––p w _d–_ A �l N w ci i ➢p N C wC� A nC1 e t d �V»l � a`I 0 v °' E E E IL E IL aw 0 4411 Qj d °E' w 'A A! in c wt a` d n w � w.i ri '� "� c °' d G d d b c w e d L A e " ,� 'ro N LRI S E of ? W .w. S c N y d c cy w O. W x Q I-NCi w ; w In C C C C _W _ LLw W v w w < c d c ° E E aE+ E c C C N y a m i n – Li 2 'E, c LY E H W E LM A w e"I w w C' iA r Lu V C != Ln] N W a aL.l I.C. u {A w O c IEA w w r2 U E 1] Ch N E w IA w di LLlis f* �"►. _ l+ f'+—_l�. IC_'T''� T+–'IST+ 1`4 �'1'h I� n N T -i n Ti N .•-I n .i n .-I .-I N ri .i :-I N .-I .--f 'm N O \ N N n .-I '-I .--I fn .•-I n O N \ '-I n \ m m m ed Ip .•-I •-I .ti '-1 M \ N �'"� \ \ N \ 00 \ \ H \ .--I N .-i M \ .--� m 1� \ m \ N M n �--� N r1 n m n n n \ N n \ n n n n n S� N n n n „ c M c r� m c\ry v v v� m L\c c m n c n m m _0 c v v c c c C0 w c0 w 0 CCo ?w coo w w w u CCo w w ._ oo c0 cc0 j,y G L LL LL LL LL LL LL LL LL L ? LL L L LL C L L n n n n n rnn e n n n n n n n n n n .-I n N N .••I .•-I N N N '-I n N n n ,-I n N N I• -I .ti .ti n n I••I .ti c-1 n n O n a Ol 0l rn O \ \ '-I n \ .4 0y 0y 0y Oy \ \ N �"I N N N ei '-I N rl I -i M2 m o0 N \ .--I ''1 '-I O n M M M P% n \ N \ \ \ \ \ \ \ \ \ \ .--I .•-I \ �--� \ \ \ \ \ N N \ \ \ m \ m \ m M m V a V ID LD n n \\ ,-I n \ n l0 10 t M r^ c m c c c c c c c c c n n n c n c c o n n c c c w w 0 w w o o o o o c o 0 o w o ._ o w w o o w w 0 0 o o o e O m In vl N an H In LD H H N H m VI N > T m N N T m N N N h H >, ? to t0 >. T >, T > > > T m T ? w N f0 f0 f0 19 U f0 f0 9 N !C IO ra r6 fa f0 f6 'O U A f0 f0 fa r0 r0 r0 p v v -0 'D v o v v O M o - -o v v v v -O M M V v v-0 v Ci 11 O O N m Ln 11 Ln Ln V N N Ln N N N rl N N H N N 0 O Ln N N N O C w E ^ InC O 06H w U LL N m L w X I.L X X X m '� LL LL LL LL Y N j,y w ._ a o ln_I .1O- ^ V ra 0 m c — c N -cco w L a+ a+ F+ C K y CO N C E >_ o 3 3 3 3 0 a v o v c n O F _ W OD +O+ C O Ln O O Y a+ �+ c C a c n � 0 � aO+ > N -, c +� t+ C O r D O p C >M O LL E O ON ~ O r'`➢ f0 f9 3 _ C L UI w c `� y i i I i i � � C - U w U C V 7 7 ` 'o' o Y o o c a v v v v al N O Ln c o aui a m c ^ X w on N u .. c a m m m m m m o O U w E r w a Q LL u W LL w u c , X w w c c c c c c > o c a �„ w w iL E w o ,o o o o o u m c v o u u m w E w w a`) v v– 0 C i u C w N o 7 H <n H N N vl C L O v w L O O O z c 'o LJ !t0 a o M o k O O O C1 ii 'O^ In cv Q a` a a` ? ` c u Z �c Ln In � n ii a iI a 'm IT In .-1 N M � u'I ➢D n 00 Ol � N � .M-1 „may „Ny N '^-I � � O N N N N N N N N N u <n v Oo N O M N W CD m d r—,- Relevant Project Experience We have listed below street li ht retrofit projects that have been completed in the last 5 ears. Agency State Description Fixtures I Complete I Contactperson 781-316- Arlington MA SL Retrofit 2,137 2013 Mike Rademacher 3101 508-881- Ashland MA SL Retrofit 20 2013 Doug Small 0120 Graham 707-746- Benicia CA SL Retrofit 215 2012 Wadsworth 4240 760-768- Calexico CA SL Retrofit 26 2011 City Engineer 2100 Cape Light 508-375- Compact MA SL Retrofit 16,089 2016 Kevin Galligan 6444 617-466- Chelsea MA SL Retrofit 1,639 2013 Joe Foti 4200 413-473- County of Marin CA SL Retrofit 1,670 2012 Tho Do 4329 County of San Luis 805-781- Obispo CA SL Retrofit 57 2011 David Grim 5252 508-999- Dartmouth MA SL Retrofit 1,589 2013 Tim Barber 0740 603-845- Derry NH SL Retrofit 924 2016 Alan Cote 5457 805-2377- EI Paso del Robles CA SL Retrofit 346 2011 Ditas Esperanza 3861 508-979- Fairhaven MA SL Retrofit 468 2013 John Charbonneau 4030 510-494- Fremont CA SL Retrofit 266 2011 Hans Larsen 4745 209-366- Galt CA SL Retrofit 156 2011 Mark Clarkson 7260 978-281- Gloucester MA SL Retrofit 2,855 2016 Matt Coogan 9781 978-853- Hamilton MA SL Retrofit 588 2015 Victoria Masone 5112 510-799- Hercules CA SL Retrofit 161 2011 Jeff Brown 8252 714-536- Huntington Beach CA SL Retrofit 12,000 2016 Bob Stachelski 5523 619-667- La Mesa CA SL Retrofit 1,200 2011 Gregory Humora 1450 925-934- Lafayette CA SL Retrofit 239 2011 Mike Moran 3908 415-927- Larkspur CA SL Retrofit 146 2012 Julian Skinner 5017 781-274- Lexington MA SL Retrofit 2,381 2012 David Pinsonneault 8300 916-652- Loomis CA SL Retrofit 34 2011 Britton Snipes 1840 ext 17 Page 124 Attachment 6, Page 24 of 28 Page 125 Attachment 6, Page 25 of 28 408 -399 - Los Gatos CA SL Retrofit 2,137 2011 Lisa Petersen 5770 603 -624 - Manchester NH SL Retrofit 20 2016 Chris Prolx 6444 209 -456 - Manteca CA SL Retrofit 215 2012 Mark Houghton 8400 508 -321 - Medway MA SL Retrofit 26 2014 Robert Weiss 4871 781 -979 - Melrose MA SL Retrofit 16,089 2016 Martha Grover 4195 949 -470 - Mission Viejo CA SL Retrofit 1,400 2011 Mark Chagnon 3056 209 -341 - Modesto CA SL Retrofit 1,670 2011 Bill Sandhu 2934 508 -647 - Natick MA SL Retrofit 57 2013 Jeremy Marsette 6552 508 -961 - New Bedford MA SL Retrofit 16,000 2016 Scott Durkee 3014 415 -899 - Novato CA SL Retrofit 924 2011 Russell Thompson 8246 415 -899 - Novato CA SL Retrofit 346 2012 Russell Thompson 8246 510 -420 - Piedmont CA SL Retrofit 163 2011 Chester Nakahara 3061 412 -350 - Pittsburg PA SL Retrofit 3,144 2012 Kalyn Karczewski 3576 401 -421 - Providence RI SL Retrofit 16,800 2016 Alan Sepe 7740 978 -619 - Salem MA SL Retrofit 266 2016 Jeffrey Elie 5693 415 -258 - San Anselmo CA SL Retrofit 156 2012 AJ Shaw 4601 650 -522 - San Mateo CA SL Retrofit 4936 2016 Jay Yu 7320 510 -215 - San Pablo CA SL Retrofit 2,855 2011 Barbara Hawkins 3061 925 -973 - San Ramon CA SL Retrofit 588 2011 Jennifer Dye 2500 Engineering 209 -668 - Turlock CA SL Retrofit 161 2011 Services 5520 617 -972 - Watertown MA SL Retrofit 1,269 2012 Matthew Shuman 6420 707 -648 - Vallejo CA SL Retrofit 1,200 2011 Jill Mercurio 4433 978-490- Wenham MA SL Retrofit 239 2015 Bill Tyank 7036 Joseph 617 -846 - Winthrop MA SL Retrofit 2,381 2015 Domelowicz 1852 781 -897 - Woburn MA SL Retrofit 2,000 2013 Tucker Quinn 5800 Page 125 Attachment 6, Page 25 of 28 References Customer/Project San Mateo, CA Street Light Conversion Description • LED conversion of 3,898 cobrahead fixtures and 1,038 decorative fixtures * Utility incentive management • GIS database creation and management Total Value $3,000,000.00 Customer Contact Jay Yu Phone Number 650-522-7320 Email jyu@cityofsanmateo.org Address 330 West 20th Ave San Mateo, CA 94403 Customer/Project Name Huntington Beach, CA Street Light Conversion Description Investment Grade Assessment • System -wide Field Audit • Street light conversion of 11,045 fixtures (In progress) Total Value $3,600,000 Customer Contact Bob Stachelski Phone Number 714-536-5523 Email bstachelski@surf-city-hb.org Address 2000 Main Street P.O. Box 190 Huntingon Beach, CA 92648 Customer/Project Cape Light Compact LED Streetlight Conversion Description LED streetlight changeover of 14,000 streetlights. Completed during a tight timeline, to be ready in time for the summer tourist season, while meeting the local needs the area's 21 communities. Financing was completed via a guaranteed energy savings performance contract. Implemented products and services: • Field service for LED streetlight changeover • Ongoing maintenance contract for streetlights • Cloud -based tool built to provide an inventory of all streetlights on the Cape & Vineyard Total Value $6,000,000.00 Customer Contact Kevin Galli an Phone Number 508-375-6444 Email kciallician@gailiganenergy.com Address 3195 Main Street Barnstable, MA 02630 Page 126 Attachment 6, Page 26 of 28 AC� -1a' CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 09/21/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, INC. 445 SOUTH STREET CONTACT NAME: PHONEFAX &�Ne�EXtlr. _ NC Nob MORRISTOWN. NJ 07960-6454 E-MAIL ADDRESS - INSURER S AFFORDING CO E NAIC # EAC RENCE $ 1,000,000 0 RENTED fEa oe $ 1,000,000 INSURER A. HDI Global Insurance Company 41343 100129-MOBI--16117 MOBI _ INSURED SIEMENS INDUSTRY, INC. MOBILITY DIVISION INSURER a: The Travelers Indemnity Compa 25658 INSURER C! Travelers Property Casually erica 25674 INSURER D: 1000 DEERFIELD PARKWAY BUFFALO GROVE, IL 60089-4513 C AUTOMOBILE LIABILITY X ANY AUTO X ALL OWNED SCHEDULED X HRT DSAUTOS AUTOS X ANON UTOS OWNED INSURER E: INSURER F TC2JCAP7440L34A1 COVERAGES CERTIFICATE NUMBER: NYC -007207055-08 REVT�UMBEI;," THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME VE F E POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONT TOR OTHER DOCUMEN ECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE P DESCRIBED HEREIN IS T TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED _C(.AIMS. LTR ILTR TYPE OF INSURANCE ADOL UB POLICY NUMBER P CY EFF "r EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE lU OCCUR GLD1110108 1014 EAC RENCE $ 1,000,000 0 RENTED fEa oe $ 1,000,000 EXP (Any one parson) $ 100,000 ERSONAL,& ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO- POLICY Ll LOC X F7 OTHER: GENERAL AGGREGATE $ 10,000,000 PRODUCTS - COMP/OP AGG $ INCL. $ C AUTOMOBILE LIABILITY X ANY AUTO X ALL OWNED SCHEDULED X HRT DSAUTOS AUTOS X ANON UTOS OWNED TC2JCAP7440L34A1 101911111k 10101/2017 COMBINED SINGLE LIMIT $ 2,000,000 Es acrJden! BODILY INJURY (Per person) $ NIA BODILY INJURY (Per accident) $ N/A FIR PER AMA/ $ NIA UMBRELLA LIAR EXCESS LIAR HDED OCCUR CLAIMS- -1-6-15-17271-7 EACH OCCURRENCE $ AGGREGATE $ I I RETENTION $ $ C B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Yf OFFICERIMEMBERANY IEXCLUDED? ECUTIVE N (Mandatory In NMI If a, dascrlbe under DIFSCRIPTION OF OF 44OL2711 AZ, MA, OR & WI 7(JUB744 15 (OH & WA) """'$500K LIMIT I $500K SIR"""' 101 1 D1 1010112016 10101/2016 10101/2017 1010112017 X T, LITE ER E.L EACH ACCIDENT $ 1,000,000 E -L, DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 Ir % DESCRIPTION OF OP ONS / VEHI (AC RD 101, Additional Remarks Schedule, may be attached If more space is required) EVIDENCE OF COVERA CERTIFICATE HOLDER CANCELLATION SIEMENS INDUSTRY INC. MOBILITY DIVISION 1000 DEERFIELD PARKWAY BUFFALO GROVE, IL 60089-4513 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee �Mavaoo - ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Attachment 6, 27 Of 28 Siemens Industry, Inc. 9225 Bee Cave Road Building B, Suite 101 Austin, TX 78733 1.512.837.8300 usa.siemens.comlintelIigenttraffic Attachment 6, Page 28 of 28 CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of D , 2017 by and between the City of San Juan Capistrano, a municipal corp tion organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and Siemens Industry, Inc., a Delaware corporation with its principal place of business at 9225 Bee Cave Road Building B, Suite 101 Austin, TX 78733 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Project Development for the Conversion of City Street Lights from High Pressure Sodium to LED Technology (hereinafter referred to as "the Project"). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $33,315.19. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant 1 61147.02 1 00\29896473.1 Attachment 7, Page 1 of 16 with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Consultant shall complete the services required hereunder within 6 months. The Notice to Proceed shall set forth the date of commencement of work. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. C. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 2 61147.02 100\298 96473.1 Attachment 7, Page 2 of 16 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Consultant Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or functional equivalent. for the following: (iii) Commercial General Liability Insurance must include coverage (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. 61147 02100\29896473 1 Attachment 7, Page 3 of 16 M The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize deductibles and provided that such deductibles shall not apply to the City as an additional insured. Automobile Liability (i) At all times during the performance of the work under this Agreement, the {Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. C. Workers' Compensation/Em glover's Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. Professional Liability Errors and Omissions At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The 4 61147:02100\29896473 -1 Attachment 7, Page 4 of 16 policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Sirrcile Limit Commercial General Liability $5,000,000 per occurrence/ $9,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer's Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. Evidence Re uired Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any 5 61 147.02100\29 896473.1 Attachment 7, Page 5 of 16 insurance, self-insurance or other coverage maintained by the City or any additional insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. Additional insurance Provisions (€) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 61147.02100\29896473.1 Attachment 7, Page 6 of 16 (iii) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend, with counsel of its choosing, satisfactory to the City, and at Consultant's own cost, indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims') in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all expert witness fees and attorneys' fees and other direct costs and expenses actually incurred. If the incident to any alleged acts, errors or omissions, or willful misconduct of 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. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers. b. Additional Indemnity Obligations. Consultant shall defend, with counsel of its choosing, satisfactory to the City, and at Consultant's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the City, its officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the City's attomey's fees and costs, including expert witness fees. Consultant shall reimburse the City, its officials, officers, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents and volunteers. 7 61147.02100\29896473 l Attachment 7, Page 7 of 16 C. Conditions to Indemnity Obligations, The Consultant's indemnification obligations set forth herein are conditioned upon the following: (i) City gives prompt written notice to Consultant of the claim(s), (ii) City promptly and in writing grants to Consultant sole control over defenses and settlement of the claim, (iii) City provides all timely assistance in defense of the claims, and (iv) City does not admit liability or fault. 13. California Labor Code Requirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing. Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub- subconsultants to comply with the same. 15. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. 16. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion 8 61147.02100\29896473.1 Attachment 7, Page 8 of 16 of the work completed and/or being abandoned. City shall pay Consultant the agreed-upon value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to consequential or indirect damages except for reasonable amount of direct costs not recovered due to such pre -mature termination like demobilization costs, re -stocking fees for un -installed fixtures, project related costs which are apportioned on a per unit basis and recovered from the overall quantity of fixtures installed. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 19. Organization Consultant shall assign Bryan Berlin as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 20. Limitation ofAgreement. This Agreement is limited to and includes only the work included in the Project described above. Except for indemnity obligations under Section 12, the total aggregate liability of either Party is limited to the amount(s) payable to Consultant under this Agreement. NEITHER PARTY SHALL BE LIABLE, UNDER ANY THEORY OF LIABILITYFOR BUSINESS INTERRUPTION OR LOST REVENUE, LOSS OF PROFITS OR SALES, COST OF CAPITAL, FOR ANY LOSS OF USE, FOR ANY LOSS OR CORRUPTION OF DATA FINANCING COSTS IN CASE OF DELAYED SAVINGS OR FOR ANY OTHER LOSS, COSTS OR EXPENSES OF A SIMILAR TYPE; EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 21. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: 0 61147.02 1 00\29896473.1 Attachment 7, Page 9 of 16 CITY: CONSULTANT: City of San Juan Capistrano Siemens Industry Inc. 32400 Paseo Adelanto 9225 Bee Cave Road Building B, Suite 101 San Juan Capistrano, CA 92675 Austin, TX 78733 Attn: Tom Toman, Assistant Public Works Attn: Alex Valenti Director and shall be effective upon receipt thereof. 22. Third Pa Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 24. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto_ This is an integrated Agreement. 25. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 26. Successors and Assi ns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 27. Non -Waiver 10 61147.02 100N29896473.1 Attachment 7, Page 10 of 16 None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 28. Time of Essence Time is of the essence for each and every provision of this Agreement. 29. City's Right to EM210V Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 30. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 11 61147 02 100129896473.1 Attachment 7, Page 11 of 16 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND SIEMENS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO SIEMENS By. By. Sie lor City Ma6adEer Its: Director f Se-rviCe Printed Name: Steven M. Teal, Jr. ATTEST: By: Its: z4qead of ITS CS West Printed Name: Michael J Hutchens By: P0 A 01ty Clerk APPROVED AS TO FORM: By: City Attorney 12 61147 02100\,29896473.1 Attachment 7, Page 12 of 16 EXHIBIT A — SCOPE OF SERVICES SCOPE OF WORK General Description of Project Improvements: Siemens Industry, Inc. will make lighting recommendations, including wireless control and management, and proposed financings for the costs of providing a turnkey project to replace all of the City's 1,158 high pressure sodium (BPS) street lights with more energy efficient and cost effective LED lights. The main deliverable of this project a Photometric Analysis will be an upgraded street light system with reduced energy and maintenance costs. The Scope of Services is outlined as follows: PROJECT REQUIREMENTS 1.1. Photometric Analysis — Determine existing streetlight placement, height and street width and conduct analysis of the proposed replacement lights to illustrate improved lighting levels that provide safe and adequate light (See Exhibit "C"). 1.2. Compliance with Laws — Compliance with all laws and regulations including wage and labor (prevailing wage rate), DIR Registration, OSHA requirements and any safety measures. 1.3. Provide Project Financing — The cost of the project shall be the gross cost before rebates. Financing shall be for a term not to exceed ten (10) years and the amount of the payment shall not change over the term of the loan. The financing shall be structured to meet the City's financial objective i.e. annual debt service payments (vendor loan and California Energy Commission (CEC) loan, if applicable) to not exceed energy cost savings in any given year after project completion. 2. PROJECT PLANNING AND COORDINATION 2.1. Conduct a detailed investigation of San Diego Gas and Electric (SDGE) billing records, maps and City records to establish the list of street lights for replacement/upgrade, which are eligible for rebates from various sources. 2.2. Conduct an on-site physical inspection/inventory of all street lights for final verification of GPS coordinates (Latitude/Longitude within 5ft.), location (closest address), wattage, luminaire physical attributes, pole and or light number, luminaire type, pole type, pole and or bracket height, pole condition (identification of light poles at risk for failure, etc.). 2.3. Reconcile City records and inspection/inventory results with SDGE records to confirm ownership of targeted replacements and eligibility for rebates and lower cost tariffs. 2.4. Develop and submit required paperwork to reconcile street light billing records. 2.5. Based on the replacement for typical lighting configurations, photometric analysis and the mapping data, prepare a Replacement Plan for the target luminaires. The plan shall list each 13 61147.02100\29896473 1 Attachment 7, Page 13 of 16 fixture, associated pole number, meter number (if applicable), GIS location and the existing and proposed items for each of the parameters collected during the inspection. 2.6. Perform a detailed analysis which compares energy consumption and fixture longevity between existing and proposed luminaires. Develop a 15 -year energy (Kwh and cost) maintenance cost and greenhouse gas (GHS) savings projection(s) to ensure results and cost effectiveness of project options. Initial energy costs shall be based on the most current and applicable SDGE tariff schedule. Proposers shall include their assumed annual increase in electricity rates and justify the assumed rate increase. 2.7. The City must review and approve the final project details and Scope of Work. 3. PROJECT IMPLEMENTATION 3.1. Based on the Project Planning described in Section 2 of this Scope, Consultant will submit the detailed project, including the Replacement Plan and proposed project financing that is consistent with the photometric analysis and the requirements for project financing as set forth in this Scope. 3.2. The annual combined savings and revenue generation from the proposed project must at a minimum cover the total annual cost to the City of the implementation of the Replacement Plan in debt service and/or cost of the required improvements, as applicable. 3.3. Carry out the instructions received from the City and shall co-operate with the City and other involved agencies. 3.4. Provide the City with the Project Schedule. 3.5. City and Consultant will cooperate to finalize the technical, legal and financial components of the Project, using the Replacement Plan and the proposed project financing, as the basis for a draft Performance Contracting Agreement (`Agreement") and associated financing documents to be negotiated by the City and Siemens. 4. GENERAL REQUIREMENTS 4.1. Consultant shall perform all work in conformance with the latest City policies and procedures, and Caltrans' Standards. 4.2. Consultant shall carry out the instructions received from the City and shall co-operate with the City and other involved agencies. 4.3. Consultant has total responsibility for the accuracy and completeness of all submittal documents and plans and shall quality check all such materials in advance of submittal. The City staff will review plans for conformity with the requirements of the Agreement. City reviews of Consultant submittals do NOT include detailed review or checking of design or the accuracy with which such designs are depicted in the documents and the plans. The responsibility for accuracy and completeness of such items remains solely with the Consultant. 14 61 147 02100\29896473 1 Attachment 7, Page 14 of 16 4.4. The documents and plans furnished under the Agreement and this Scope of Work shall be of a quality acceptable to the City. The criteria for acceptance shall be: a product of neat appearance, well organized, technically and grammatically correct, checked and dated and having the maker and checker identified. 4.5. The Consultant shall have a quality control plan (QA/QC) in effect during the entire time work is performed under the Agreement. The quality control plan shall establish a process which includes checking procedures for PS&E preparation, an independent constructability review, correcting and back checking procedures, and all job related correspondence and memoranda dated and received by affected persons and then bound in appropriate job files. The City reserves the right to request proof of said documentation. 4.6. The Consultant's work is subject to inspections by representatives of the City. 5. CITY RESPONSIBILITIES The City shall provide the following: 5.1. All construction inspection work and contract administration. 5.2. Available City "as -built" or record drawings, and existing information in the possession of the City as applicable to complete the design. 5.3. Project administration items such as environmental review and permits including Right - to -Enter / temporary or permanent construction easements if necessary. 6. CONSULTANT AND/OR SUB CONTRACTORS RESPONSIBILITIES The City desires to enter a contract with the selected Consultant and sub consultant(s) that will be responsible for all work, products, and services. This scope of work and related services shall be performed by the original Consultant and sub consultant originally disclosed on the Proposal and approved by the City. Re -assignment of any aspect of this Project to other consultants / sub consultants is not allowed without the prior written authorization of the City. If the consultant plans on using consultants and/or subcontractors as part of its implementation plan, then the consultant shall: 6.1. Provide the company profile, name, address, and telephone for all consultants and/or subcontractors providing support during the term of this project. 6.2. Define the responsibilities and give a description of services to be provided by consultants and/or subcontractors. 6.3. Describe the Consultant's business and reporting relationship with any consultants and/or subcontractors. 6.4. Include references and resumes for all third party Consultants in your proposal. The City has the right to accept or reject any changes made to the proposed project team members, including the use of consultants and/or sub -contractors. 15 6114T02 1 00\29996473. l Attachment 7, Page 15 of 16 EXHIBIT B Payment If Consultant is unable to produce Replacement Plan and financing for the proposed project that meets the objectives set forth in the Scope of Services set forth in this Agreement, then Consultant shall receive no payment for its work performed pursuant to this Agreement. However, if Consultant presents a Replacement Plan and financing for the proposed project that does meet the objectives set forth in the Scope of Services on terms and conditions that are satisfactory to the City, and the parties do not execute it within sixty (60) days after completion of the draft Performance Contracting Agreement, then the City agrees to pay Consultant a fee of $33,315.19 (Exhibit B: Tasks 1 2,3,10} within thirty (30) days of invoice from Consultant. All work products would then become the sole property of the City and the City may utilize such work product in any manner at its sole discretion, including but not limited to implementing the FIMs recommended in the Audit. Alternatively, if Consultant provides a Performance Contracting Agreement and financing arrangement which meets the objectives set forth in the Scope of Services, and the parties execute the Agreement, then the costs associated with this Agreement will be incorporated into the price of the Performance Contracting Agreement. 19 61147.02 1 00\29896473.1 Attachment 7, Page 16 of 16 No acv 1MZM 1/10/2018 Finance Department City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Siemens Financial Services, Inc. ("SFS") has provided the following responses to Senate Bill No. 450, Chapter 625, SECTION 1. Section 5852.1. The financial product we are offering to the city of San Juan Capistrano is a not a bond, it is a Lease -Purchase Agreement that will have a term greater than 13 months. The information below is a good faith estimate, made as of today's date (January 10, 2018), as the rate on the lease will not be set until project completion. With that said, the interest rate SFS is providing is tied to a like term benchmark rate and the spread will be fixed from this point until the commencement of the lease agreement. It is impossible to provide final TIC, total payments and similar information at this time as benchmark rates will fluctuate. a) The true interest cost of the bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the new issue of bonds. • The interest rate being used on the Lease -Purchase agreement is 4.69% and is tied to like term swap rates (2.51 % at Ten Years). The rate will be fixed upon convnencement of the lease which occurs at the completion of the LED lighting project. b) The finance charge of the bonds, which means the sum of all fees and charges paid to third parties. * Any and all fees associated with the Lease -Purchase agreement will be incurred by SFS. We retain outside counsel on all municipal contracts and there will be an $8,500.00 fee incurred; however, SFS is responsible for paying this fee. c) The amount of proceeds received by the public body for sale of the bonds less the finance charge of the bonds described in subparagraph (B) and any reserves or capitalized interest paid or funded with proceeds of the bonds. • SFS will be funding the proposed amount of $452,388.00 to Siemens Industry on behalf of the City of San Juan Capistrano. This is the total cost of the LED Light Project. d) The total payment amount, which means the sum total of all payments the borrower will make to pay debt service on the bonds plus the finance charge of the bonds described in subparagraph • Please find the attached amortization schedule providing the total payments including a breakdown of interest paid as well as principal which is subject to variation as previously described. This assumes the 4.69% interest rate at the 2.51 % Ten Year LIBOR rate on 1/9/2018 and the assumed cost of the project ($452,388.00). Attachment 8, Page 1 of 2 Loan Amortization for the City of San Juan Capistrano date funding (payment jinterest principal iE�alance ---------- Mar-01-18 ----------- $452,388.00 -------- - ------------ $452,388.00 Mar -01-19 $ 57,707.59 $ 21,217.00 $ 36,490.60 $415,897.40 Mar -01-20 $ 57,707.59 $ 19,505.59 $ 38,202.01 $377,695.40 Mar -01-21 $ 57,707.59 $ 17,713.91 $ 39,993.68 $337,701.72 IMar-01-22 $ 57,707.59 $ 15,838.21 $ 41,869.38 $295,832.33 IMar-01-23 $ 57,707.59 $ 13,874.54 $ 43,833.06 $251,999.27 Mar -01-24 $ 57,707.59 $ 11,818.77 $ 45,888.83 $206,110.44 Mar -01-25 $ 57,707.59 $ 9,666.58 $ 48,041.01 ; $158,069.43 Mar -01-26 $ 57,707.59 $ 7,413.461 $ 50,294.14 $107,775.29 Mar -01-27 $ 57,707.59 $ 5,054.66 $ 52,652.93 $ 55,122.36 Mar -01-28 $ 57,707.59 $ 2,585.24 1 $ 55,122.36 $ - $ 452, 388.00 j $ 577, 075.95 $124, 687.95 $ 452,388. 00 It The final payment schedule will be determined upon completion of the project and setting the final interest rate The total payment amount, which means the sum total of all payments the borrower will make to pay debt service on the bonds plus the finance charge of the bonds described in subparagraph (B) not paid with the proceeds of the bonds. The total payment amount shall be calculated to the final maturity of the bonds. As mentioned in subparagraph (B), The City will not be responsible for any additional costs associated with the Lease -Purchase agreement. LESSOR: SIEMEX ANCIAL, SERVICES, INC. BY: NAME: I Al... K i, (Frinted or Typed) TITLE: 2k re CT Lk4l+a Attachment 8, Page 2 of 2