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Siemens Final Executed [siemens reviewed 7-1-2015]11 -24 -2014 Siemens Response - 12 -18 -2014 - Final Version PERFORMANCE CONTRACTING AGREEMENT between and Siemens Industry, Inc., Building Technologies Division TABLE OF ARTICLES 1. Agreement 2. Glossary 3. General 4. Performance Guarantee 5. Work by SIEMENS 6. The CLIENT's Responsibilities 7. Changes and Delays 8. Compensation 9. Acceptance 10. Insurance and Allocation of Risk 11. Hazardous Material Provisions 12. Miscellaneous Provisions 13. Maintenance Services Program 14. Freedom of Information Requests; Prevailing Wage. Page 1 of 18 Article 1 AGREEMENT THIS PERFORMANCE CONTRACTING AGREEMENT ( "Agreement') is made this—day of—, 2014 (the "Effective Contract Date ", defined below), by and between Siemens Industry, Inc., Building Technologies Division ( "SIEMENS ") and the party identified below as the CLIENT. The CLIENT: Village of Buffalo Grove 50 Raupp Blvd, Buffalo Grove, IL 60089 DESIGNATED REPRESENTATIVE: Brett Robinson PHONE: (847) 459 -2525 FAX: (847) 459 -7906 Email: BGfinance @vbg.org Siemens Industry, Inc., Building Technologies Division 1000 Deerfield Parkway Buffalo Grove, Illinois 60089 With offices at: 585 Slawin Court Mount Prospect, IL 60056 DESIGNATED REPRESENTATIVE: Danielle Melone PHONE: (847) 254 -3294 FAX: (866) 7948347 Email: danielle.melone @siemens.com For Work and Services in connection with the following project (the "Project'): Energy Performance Contracting Project Articles and Attachments This Agreement consists of this document, which includes the following articles and exhibits which are acknowledged by the CLIENT and SIEMENS and incorporated into the Agreement by this reference: ArtiriPs 1. Agreement 2. Glossary 3. General 4. Performance Guarantee 5. Work by SIEMENS Page 2 of 18 6. The CLIENT's Responsibilities 7. Changes and Delays 8. Compensation 9. Acceptance 10. Insurance and Allocation of Risk 11. Hazardous Material Provisions 12. Miscellaneous Provisions 13. Maintenance Services Program 14. Freedom of Information Requests; Prevailing Wage Exhibits Exhibit A Scope of Work and Services Exhibit B Payment Schedule(s) Exhibit C Performance Assurance Exhibit D Client Direct Purchase Procedure Exhibit E Certificate of Final Completion Exhibit F Why Siemens? (6 pages) Exhibit G The Investment Grade Audit dated September 2, 2014 Exhibit H SIEMENS November 22, 2013 response to the CLIENT's Request for Proposal for Energy Performance Contracting Project This Agreement, when executed by an authorized representative of the CLIENT and authorized representatives of SIEMENS, constitutes the entire, complete and exclusive agreement between the Parties relative to the project scope stated in Exhibit A. This Agreement supersedes all prior and contemporaneous negotiations, statements representations or proposals except as expressly incorporated herein and incorporates and makes a part hereof the following documents (the "Contract Documents "), listed in their order of precedence in the event of a conflict between any of their terms and conditions: 1. This Agreement; 2. All Exhibits and Appendixes identified in this Agreement, regardless of whether attached, and 3. As between the Exhibits A — E and A — H, to the extent that Exhibits F- H conflict with the terms of Exhibits A — E, Exhibits A — E will govern. This Agreement may be modified only by a written instrument signed by both Parties. Page 3 of 18 COMPENSATIONITERMS OF PAYMENT: As full consideration for the performance of the Work and Services set forth in Exhibit A, and for the Performance Assurance set forth in Exhibit C, the CLIENT shall pay SIEMENS in such manner and amounts as agreed to in Exhibit B. Agreed for Village of Buffalo Grove (Signature) by: Print Name and Title: �pa� �(tlaaGt (Signature) by: Print Name and Title: Agreed for Siemens Industry, Inc. (Signature) bryT Print Name and Title: )AGE PT�PP E,�_ (Signature) by: FNANCF lu,�d Print Name and Title: 1 PP U s 11 Lkr:AL EI II E. C iAHAM (Signature) by: 11)44 9-. Print Name and Title: David R Mangano (Signature) by: Sr. Vice President Print Name and Title: Field Operations 1,r / 3' Article 2 Glossary The following terms shall for all purposes have the meanings stated herein, unless the context otherwise specifies or requires, or unless otherwise defined in the Agreement: "Acceptance" means the CLIENT has signed a Certificate of Final Completion. "Acceptance Date" means the date on which the CLIENT signs a Certificate of Final Completion. "Annual Performance Assurance Report" means the document prepared by SIEMENS and submitted to the CLIENT as part of the Performance Assurance Service Program, which identifies the Savings achieved for the applicable Annual Period. "Annual Period" means a twelve (12) month period beginning on the Guarantee Date or on any anniversary date thereof. "Annual Realized Savings" means the actual Savings achieved by the CLIENT during an Annual Period, calculated as the sum of the Measured & Verified Savings plus the Stipulated Savings. "Applicable Law" means laws, ordinances, codes, rules and regulations applicable to the Work and in effect on the Effective Contract Date. "Baseline" means the measurements of Facility energy usage taken prior to the Effective Contract Date, and the Facility operating practices in effect prior to the Effective Contract Date, as set forth in the Performance Assurance, Exhibit C. "Baseline Period" means the period of time from which data is provided to SIEMENS to derive the Baseline measurements. The Baseline Period is set forth in the Performance Assurance, Exhibit C. "BTU" means a British Thermal Unit and is a unit of thermal energy. "Capital Off -Set Savings" means a sub - category of Operational Savings where Savings will result in a cost effective upgrade to the Facility to address one or more of the following issues: potential future increased costs, comfort, code noncompliance, usage requirements, user needs and /or expectations. "Certificate of Final Completion" means the document indicating that Final Completion of the Work identified in Article 1 of the Scope of Work and Services, Exhibit A, has been achieved in accordance with this Agreement, including but not limited to the requirements of Exhibit A. "CLIENT Representative" means the person identified to SIEMENS by the CLIENT as the person authorized to make decisions on behalf of the CLIENT as set forth in Section 6.1(a) hereof. "Construction Period" means the period between the Effective Contract Date and the first day of the month following the Acceptance Date. "Construction Period Savings" means the actual accumulated Measured & Verified Savings plus the Stipulated Savings achieved from the Effective Contract Date until the Guarantee Date. "Contracted Baseline" means the post -FIM- implementation Facility operating profile based on parameters described in Exhibit C, which the CLIENT shall maintain throughout the Performance Guarantee Period and are relied upon by SIEMENS for the calculation of Guaranteed Savings as provided in the Performance Assurance, Exhibit C. The Contracted Baseline must also include stipulated hours of operation and plug -loads for all Facilities, and must include stipulated blended, or non - blended, utility rates. "Day" means calendar day. "Deferred Maintenance" means a sub - category of Operational Savings where Savings result from a reduction of current or potential future repair and maintenance costs due to certain work being performed hereunder where such work had been previously postponed. Page 4 of 18 "Deliverables" shall mean collectively, (a) any Equipment and any Software Product deliverable to CLIENT from SIEMENS under or in connection with the Work, and (b) any Work Product Deliverables as may be described in Exhibit A. "Direct Purchase Items" shall mean the equipment acquired directly by CLIENT in accordance with Exhibit D. "Direct Purchase Procedure" shall be the procedure by which the CLIENT shall directly acquire the Equipment as described in Exhibit D. "Effective Contract Date" is the date of the last Party signing this Agreement. "Energy Conservation Measure" or "ECM" means the SIEMENS' Products and /or other third party equipment, devices, materials and /or software as installed by SIEMENS at the Facilities, or as repaired or replaced by SIEMENS or the CLIENT hereunder, for the purpose of improving the efficiency of utility consumption. "Equipment" means the installed physical equipment to be provided by SIEMENS as described in the Scope of Work and Services, Exhibit A. "Escalation Rate" means an annual percentage increase to be applied to the previous year's energy savings, operational savings and service pricing, beginning and occurring on dates outlined in the Performance Assurance, Exhibit C. A different Escalation Rate may be applied to differing Savings calculations and /or payment schedules depending on the percentage agreed upon by the Parties. "Facility" or "Facilities" means the building(s) or structure(s) where Work will be installed or implemented including single family homes, multi - family residential units, private businesses, public buildings, and other structures. "Facility Improvement Measures" or "FIMs" means the (i) Instruments, and Intellectual Property, including but not limited to methods and techniques for energy conservation, owned or licensed by SIEMENS and employed by SIEMENS to perform the Work and Services under this Agreement; and, (ii) the installation of Equipment and Software Products with the intent of generating net savings or efficiencies at or in connection with the operation of the Facilities. A FIM may include one or multiple ECMs as well as any non - conservation- related activities, means or methods. "FEMP" means the Federal Energy Management Program managed by the United States Department of Energy. "FEMP Guidelines" means the FEMP M &V Guidelines v. 3.0 published by FEMP as M &V Guidelines; Measurement and Verification for Federal Energy Management Projects. "Final Completion means 100% completion of the Work described in Exhibit A hereto and in accordance with its provisions and Article 9. "Guarantee Date" means the first day of the month following the date on which the CLIENT executes the Certificate of Final Completion. "Guaranteed Annual Savings" are the Guaranteed Measured & Verified Savings plus the Stipulated Savings that SIEMENS guarantees will be achieved in an Annual Period of the Performance Guarantee Period. "Guaranteed Measured & Verified Savings" means the Measured & Verified Savings that SIEMENS guarantees will be achieved, as described in the Performance Assurance, Exhibit C. "Guaranteed Savings" means the amount of Savings that SIEMENS guarantees will be achieved at the Facility during the Performance Guarantee Period as identified in the Performance Assurance, Exhibit C, as subject to the limitation identified in Section 4.8. "Hazardous Materials" refers to the definition found in Section 11.1. "Instruments" means all tools and related documentation owned or licensed by SIEMENS and used by SIEMENS to install or commission Equipment and Software Products for operation at the Facility, including but not limited to tools for installing any Software Products in Equipment, performing diagnostics on Equipment as installed in the Facility as well as any reports, notes, calculations, data, drawings, estimates, specifications, manuals, documents, all computer programs, codes and computerized materials prepared by or for SIEMENS and used by SIEMENS to provide an ECM or a FIM. Instruments exclude Work Product Deliverables. "Intellectual Property Rights" or "Intellectual Property" means all trade secrets, patents and patent applications, trade marks (whether registered or unregistered and including any goodwill acquired in such trade marks), services marks, trade names, internet domain names, copyrights (including rights in computer software), moral rights, database rights, design rights, rights in proprietary processes. Inventions (whether patentable or not) including, but not limited to, any and all renewals or extensions thereof, and all other proprietary rights (whether registered or unregistered, and any application for the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world, including, but not limited to, any and all renewals or extensions thereof. "7PMVP" means the International Performance Measurement and Verification Protocol, Volume 1, EVO 10000 - 1.2007 as prepared by the Efficiency Valuation Organization. "kW" and "kWh" means kilowatt and kilowatt hour, respectively. "Maintenance Services Program" or "MSP" means the Services performed by SIEMENS to maintain the Equipment in good working order. The MSP may also contain Services unrelated to the maintenance of the Equipment. If applicable, the MSP is more fully described in the Scope of Work and Services, Exhibit A. "Material Change" means a measurable deviation in the Contracted Baseline such that there is an adverse impact on the Annual Realized Savings which results or will result in a Savings Shortfall. "Measured & Verified Savings" means those Savings that can be calculated and ascertained by the methodology set forth in the Performance Assurance, Exhibit C. Page 5 of 18 "Oil" refers to the definition found in Section 11.1. "Operational Savings" means Savings derived from reduced operational expenses, including but not limited to, Deferred Maintenance, or Capital Off -Set Savings. Operational Savings can only be expressed in monetary value and are Stipulated Savings. "Parties" means the CLIENT and SIEMENS. "Performance Assurance" is the process of ascertaining whether the FIMs are performing at the level necessary to achieve the Guaranteed Savings. "Performance Assurance Services Program" or "PASP" means the Services required to monitor the operation of the FIMs so that SIEMENS can provide the Annual Performance Assurance Report detailing the Annual Realized Savings and comparing the same to the Annual Guaranteed Savings based upon the calculations agreed to by the Parties in the Performance Assurance, Exhibit C. The Services provided under the PASP are described in the Scope of Work and Services, Exhibit A. "Performance Guarantee" means the guarantee that SIEMENS makes to the CLIENT which is reconciled and confirmed through the Performance Assurance process set forth in the Performance Assurance, Exhibit C. "Performance Guarantee Period" means the timeframe from the Guarantee Date to the last day of the final Annual Period as described in Table 1.1 of the Performance Assurance, Exhibit C, or the period from the Guarantee Date until the termination of this Agreement, whichever occurs earlier. "Permitted Users" means the CLIENT, its employees and agents, "Punchlists" means those lists prepared pursuant to Article 9 hereof. "Savings" means the Parties' intended result from implementing all FIMs. Savings can be derived from, without limitation, reductions in energy or utility consumption, reductions in operating expenses, improved meter reading accuracy, a changed utility rate classification or a combination thereof. The Savings that are achieved from reduced energy or utility consumption are converted to a dollar figure based upon the calculation in Article 4.1.1 and as detailed in the Performance Assurance, Exhibit C. When converted to a dollar figure, these Savings become energy cost savings. Operational Savings are only expressed in a dollar figure. "Savings Shortfall" means the Annual Realized Savings less the Guaranteed Annual Savings for the Annual Period resulting in an amount less than zero. "Services" means those services to be provided by SIEMENS as described in the Scope of Work and Services, Exhibit A. "SIEMENS Pre - existing Intellectual Property" means any Intellectual Property: (i) that has been conceived or developed by an employee or subcontractor of SIEMENS before SIEMENS performs any Work or Services under this Agreement; (ii) that is conceived or developed by such employee or subcontractor at any time wholly independently of SIEMENS performing the Work under this Agreement; or, (iii) if developed while performing the Work under this Agreement, where the development of Intellectual Property for the benefit of the CLIENT is not expressly identified as a FIM or part of a FIM. SIEMENS' Pre - existing Property is included in all reports, notes, calculations, data, drawings, estimates, specifications, manuals, documents, all computer programs, codes and computerized materials prepared by or for SIEMENS. "SIEMENS' Product" means a product, including Software Product and /or Equipment, offered for sale or license by SIEMENS or its affiliates or subsidiaries and developed prior to performing the Work or SIEMENS rendering services in connection with this Agreement. A SIEMENS Product also includes improvements or modifications to any Equipment and any Software Product developed by SIEMENS or developed as part of the Work, including any SIEMENS Product that is configured or modified for operation at a site specified by the CLIENT. Any information that is provided by the CLIENT and incorporated into a SIEMENS Product is not, by itself, a SIEMENS Product. A compilation of such information and the product of such compilation, however, is a SIEMENS Product. "Software Product" means any software that is owned or licensed by SIEMENS or its affiliates and that is either separately deliverable for use in the Equipment or for use in a computer system owned by the CLIENT or delivered as firmware embedded in the Equipment. "Stipulated Savings" are a sub - category of Guaranteed Savings that do not require post -FIM implementation measurement and verification because they are agreed upon by the Parties based upon representations made to SIEMENS by the CLIENT and through the application of generally accepted analytical formulae. As such, Stipulated Savings are agreed upon in advance by the Parties and cannot be changed. When used as a methodology for representing a FIM's energy savings, such methodology is not recognized as a measurement and verification methodology under IPMVP. Therefore, where the IPMVP measurement methodologies are required, a methodology other than Stipulated Savings must be used to calculate energy savings. "Therm" is a measure of energy equal to 100,000 BTUs. "Total Guaranteed Savings" means the sum of the Savings that are guaranteed for all Annual Periods during the Performance Guarantee Period (inclusive of the Construction Period, if applicable). The Total Guaranteed Savings are reflected in Tables 1.1 and 1.2 in the Performance Assurance, Exhibit C. "Work" means collective labor, Equipment and services comprising the FIMs to be performed by SIEMENS, as described in the Scope of Work and Services, Exhibit A. "Work Product Deliverable" means the tangible form of a report or drawing specifically developed for, commissioned by and deliverable to the CLIENT in connection with the Work to be performed by SIEMENS under this Agreement. Page 6 of 18 Article 3 General 3.1 The Parties hereto acknowledge and agree that this Agreement has been negotiated at arm's length and among the Parties equally sophisticated and knowledgeable as to the subject matter of this Agreement. Each Party has conferred, or has had the opportunity to confer, with their respective legal counsel. Accordingly, in the event any claim is made relating to any conflict, omission, or ambiguity in this Agreement, no presumption, burden of proof, or persuasion shall be implied by virtue of the fact that this Agreement was drafted by or at the request of a particular Party or its legal counsel. 3.2 The CLIENT hereby engages and SIEMENS hereby accepts the engagement and agrees to perform and to provide the Work and Services set forth in Exhibit A in accordance with the terms and conditions of this Agreement. 3.3 SIEMENS shall perform the Work as an independent contractor with exclusive control of the manner and means of performing the Work in accordance with the requirements of this Agreement. SIEMENS has no authority to act or make any agreements or representations on behalf of the CLIENT. This Agreement is not intended, and shall not be construed to create, between the CLIENT and SIEMENS, the relationship of principal and agent, joint- venturers, co- partners or any other such relationship, the existence of which is hereby expressly denied. No employee or agent of SIEMENS shall be, or shall be deemed to be, an employee or agent of the CLIENT. 3.4 SIEMENS represents, warrants and covenants to the CLIENT that: (1) It has all requisite corporate power to enter into this Agreement, and that its execution hereof has been duly authorized and does not and will not constitute a breach or violation of any of SIEMENS' organizational documents, any Applicable Law, or any agreements with third parties; (2) It has done and will continue to do all things necessary to preserve and keep in full force and effect its existence and this Agreement; (3) This Agreement is the legal, valid and binding obligation of SIEMENS, in accordance with its terms, and all requirements have been met and procedures have been followed by SIEMENS to ensure the enforceability of this Agreement; (4) To SIEMENS' best knowledge, there is no pending or threatened, suit, action, litigation or proceeding against or affecting SIEMENS that affects the validity or enforceability of this Agreement; and, (5) It is duly authorized to do business in all locations where the Work and Services are to be performed. 3.5 The CLIENT represents, warrants and covenants to SIEMENS that: (a) It has all requisite corporate power and /or statutory authority to enter into this Agreement, and that its execution hereof has been duly authorized and does not and will not constitute a breach or violation of any of the CLIENT's organizational documents, any Applicable Law, or any agreements with third parties; (b) It has done and will continue to do all things necessary to preserve and keep in full force and effect its existence and this Agreement; (c) This Agreement is the legal, valid and binding obligation of the CLIENT, in accordance with its terms, and all requirements have been met and procedures have been followed by the CLIENT to ensure the enforceability of this Agreement; (d) To the CLIENT's best knowledge, there is no pending or threatened, suit, action, litigation or proceeding against or affecting the CLIENT that affects the validity or enforceability of this Agreement; (e) The CLIENT has consulted with its legal counsel and is relying on the advice of its counsel concerning all legal issues related to this Agreement, and is not relying on SIEMENS in this regard; and (f) CLIENT asserts and SIEMENS acknowledges that CLIENT does not own all the Facilities at which Work will take place. As a result, SIEMENS acknowledges that it is not relying upon CLIENT to guarantee access to all Facilities at which Work is expected to take place. Article 4 Performance Guarantee 4.1 The Annual Realized Savings generated during each Annual Period will be no less than the Guaranteed Annual Savings as shown in Tables 1.1 and 1.2 of the Performance Assurance, Exhibit C, subject to the limits in Section 4.8. The measurement and verification calculation methodology for determining the Savings is set forth in the Performance Assurance, Exhibit C. 4.1.1 General. Except as otherwise provided, energy savings will be calculated for each month of each Annual Period as the product of (a) "units of energy saved" (kWh, Therms, GJ, etc.) multiplied by (b) "cost of energy." Page 7 of 18 (a) Units of energy saved are calculated by 1) assuming the Contracted Baseline has been maintained per Section 4.3 below, and 2) subtracting the then current period measured units of energy consumed from the Baseline units of energy defined in Article 5 of Exhibit C. (b) Costs of energy are defined in Article 6 of Exhibit C- Utility Rate Structures and Escalation Rates. 4.2 Any future Escalation Rates to be applied to utility, energy or other costs are set forth in Exhibit C. SIEMENS and the CLIENT agree that the Baseline data set forth in Exhibit C is a full and accurate reflection of the existing Facility, equipment, operation, business use and energy usage, and that such Baseline data will be the basis on which all future energy use will be compared in order to determine the Annual Realized Savings. 4.3 SIEMENS and the CLIENT agree that the Contracted Baseline fully described in Exhibit C will represent the new operating and /or equipment profile of the Facility resulting from the FIM implementation. The Performance Guarantee is dependent upon and is subject to the express condition that the CLIENT operates and maintains its Facilities within the Contracted Baseline parameters, as may be adjusted in accordance with the terms herein, during the entire term of the Performance Guarantee Period. 4.4 The CLIENT agrees to notify SIEMENS prior to or within thirty (30) days of CLIENT's knowledge of any Material Change. 4.5 Within thirty (30) days of notice of a Material Change or SIEMENS' discovery of a Material Change and with prompt notice to CLIENT, SIEMENS will request of the CLIENT an adjustment to the Performance Assurance and the Performance Guarantee as a result of the Material Change. CLIENT shall respond to SIEMENS' request within twenty -one (21) days. If the Parties are unable to agree, then the provisions of Section 12.5 shall apply. 4.6 A Performance Guarantee Period savings reconciliation as identified in Section 4.1 will be performed at the end of each Annual Period as follows: (a) Within ninety (90) days of the Guarantee Date, the Construction Period Savings shall be reconciled and applied to the calculation of the first Annual Period's Annual Realized Savings. (b) At the conclusion of each Annual Period, SIEMENS will calculate the Annual Realized Savings and compare the calculated amount to the applicable Guaranteed Annual Savings amount. (c) Where the Annual Realized Savings are less than the Guaranteed Annual Savings, a Savings Shortfall shall be recorded for the applicable Annual Period. (d) A Savings Shortfall shall be paid by SIEMENS within sixty (60) days following the CLIENT's acceptance of the reconciliation and once paid SIEMENS shall have fulfilled its obligations under the Performance Guarantee for the applicable Annual Period. 4.6.1 As the mutual goal of the Parties is to maximize Savings, if SIEMENS can correct a Savings Shortfall through an operational improvement at no expense or inconvenience to the CLIENT and without future operational expenses, and the CLIENT declines to allow such operational improvement, then any future Savings Shortfall that the improvement would have corrected will be negated by deeming the value of the Savings Shortfall as Savings achieved and adding the amount of same to the Annual Realized Savings calculations for each Annual Period thereafter. Any such future correction shall not affect SIEMENS' liability for a past or future Savings Shortfall. 4.7 The Performance Guarantee is dependent upon and is subject to the express condition that the CLIENT maintains the PASP during the entire Performance Guarantee Period. If the CLIENT fails to maintain, breaches, cancels or otherwise causes the termination of the PASP then; (a) The Performance Guarantee shall terminate immediately and be void and of no force or effect; or, (b) Where termination of the Performance Guarantee acts to render this Agreement in violation of Applicable Law, all Guaranteed Savings thereafter shall be- determined to have been achieved and - SIEMENS shall have been deemed to have met its Performance Guarantee obligations under this Agreement for each and every Annual Period thereafter without the obligation to provide the CLIENT, or any third -party as the case may be, with any further Annual Performance Assurance Reports. 4.8 The payments and credits based on Savings Shortfalls, if any, are the sole remedy of the CLIENT under this Performance Guarantee. ANY PAYMENTS MADE OR TO BE MADE TO THE CLIENT UNDER THE TERMS OF THIS PERFORMANCE GUARANTEE SHALL NOT EXCEED THE PAYMENTS ACTUALLY MADE BY CLIENT TO EITHER SIEMENS AND /OR A THIRD -PARTY (IN THE EVENT THAT THE CLIENT HAS FINANCED THE TRANSACTION) FOR THE AGGREGATE OF: THE PRICE, AS DEFINED IN EXHIBIT B, ARTICLE 1.1; THE PASP PAYMENTS; THE MSP PAYMENTS, IF ANY; AND, IF APPLICABLE, THE CLIENT's COST OF FINANCING THE WORK. The CLIENT's cost of financing the Work is the cost of financing calculated on the Effective Contract Date. 4.9 Prior to the beginning of the Performance Guarantee Period, SIEMENS will have inspected all existing equipment that is necessary to achieve the Performance Guarantee and reported any deficiencies to the CLIENT. To the extent that the deficiencies are not remedied by the CLIENT prior to the Guarantee Date, the adverse effect on the ability of the Project to attain the necessary Guaranteed Savings shall be factored into the Annual Page 8 of 18 Performance Assurance Report and, if necessary, the Performance Guarantee shall be adjusted accordingly. If the Parties are unable to agree, then the provisions of Section 12.5 shall apply. 4.10 If the Equipment or the existing equipment is altered or moved by any person (including the CLIENT) other than SIEMENS or a person authorized by SIEMENS, the CLIENT, upon knowledge of such alteration or movement, shall immediately notify SIEMENS in writing, and SIEMENS reserves the right to perform a reacceptance test on, or if necessary a re- commissioning of, the system at the CLIENT's expense if altered or moved by Client or third - party under CLIENT's direction in order to determine if a Material Change has occurred. 4.11 SIEMENS will have no liability or obligation to continue providing PASP Services or any Guaranteed Savings under the Performance Guarantee in the event that the CLIENT fails to: (a) Authorize a re- acceptance test or re- commissioning that SIEMENS reasonably deems necessary in order to determine if a Material Change has occurred; (b) Provide access to any Client -owned Facility where Work is to be performed and CLIENT will reasonably cooperate with SIEMENS in providing access to non - CLIENT owned premises. (c) Service and maintain all Client -owned Equipment in accordance with the manufacturers' recommendations in order to prevent a Savings Shortfall; or, (d) Provide SIEMENS with accurate public Facility operating information as soon as such information becomes reasonably available to the CLIENT, including energy usage and cost, executed preventive maintenance and repair records, building or equipment additions, and occupancy levels during each Annual Period. 4.12 Unless expressly contrary to Applicable Law, should the CLIENT decide to discontinue, at no cost to the CLIENT, the PASP before the end of the Performance Guarantee Period, the CLIENT will give SIEMENS thirty (30) days prior written notice. Article 5 Work by SIEMENS 5.1 SIEMENS will perform the Work expressly described in this Agreement and in any work release documents or change orders that are issued under this Agreement and signed by both Parties. The Work performed by SIEMENS shall be conducted in a workmanlike manner. 5.2 SIEMENS shall perform the Work pursuant to Exhibit A hereto. 5.3 SIEMENS is not required to conduct safety, reacceptance or other tests, install new devices or equipment or make modifications to any Equipment unless expressly made a part of the Work identified in the Scope of Work and Services, Exhibit A. Any CLIENT request to change the scope or the nature of the Work or Services must be in the form of a mutually agreed change order, effective only when executed by the Parties. 5.4 All Work Product Deliverables such as may be described in Exhibit A shall become the CLIENT's property upon receipt by CLIENT. SIEMENS may retain file copies of such Work Product Deliverables. If any Instruments are provided to the CLIENT under this Agreement, any such Instruments shall remain SIEMENS' property, including the Intellectual Property conceived or developed by SIEMENS in the Instruments. All SIEMENS' Pre - existing Intellectual Property that may be included in the Deliverables provided to the CLIENT under this Agreement shall also remain SIEMENS' property including the SIEMENS' Preexisting Intellectual Property included in the Work Product Deliverables. All Work Product Deliverables and any Instruments provided to the CLIENT are for Permitted Users' use and only for the purposes disclosed to SIEMENS. SIEMENS hereby grants, upon Acceptance, the CLIENT a royalty-free, non- transferable, perpetual, nonexclusive license to use any SIEMENS' Pre - existing Intellectual Property solely as incorporated into the Deliverables and SIEMENS' Intellectual Property as incorporated into any Instruments provided to the CLIENT under this Agreement. Under such license, and following agreement to be bound to such separate confidentiality provisions that may exist between the Parties, Permitted Users shall have a right to: (a) Use, in object code form only, the Software Products included in the Deliverables ( "Software Deliverables "); (b) Make and retain archival and emergency copies of such Software Deliverables (subject to any confidentiality provisions) except if the Software Deliverable is embedded in the Equipment; and, (c) Use all such Deliverables and such Instruments, provided however, the Deliverables and Instruments shall not be used or relied upon by any parties other than Permitted Users, and such use shall be limited to the particular project and location for which the Deliverables are provided. All Deliverables provided to the CLIENT are for Permitted Users' use only for the purposes disclosed to SIEMENS, and the CLIENT shall not transfer them to others or use them or any other project or purpose, without SIEMENS' express written consent. 5.4.1 Any reuse of such Deliverables or such Instruments for other projects or locations by CLIENT without the written consent of SIEMENS, or use by any party other than Permitted Users will be at Permitted Users' risk Page 9 of 18 and without liability to SIEMENS; but, the CLIENT shall indemnify, defend and hold SIEMENS harmless from any claims, losses or damages arising from CLIENT's reuse. 5.4.2 In consideration of such license, CLIENT agrees not to reverse engineer any Equipment or Software Product to reconstruct or discover any source code, object code, firmware, underlying ideas, or algorithms of such Equipment or Software Product even to the extent such restriction is allowable under Applicable Law. 5.4.3 Nothing contained in this Agreement shall be interpreted or construed to convey to the CLIENT the pre- existing Intellectual Property rights of any third party incorporated into the Deliverables. CLIENT agrees to take delivery of any Software Deliverables subject to any applicable SIEMENS or third party end -user license agreement accompanying such Software Deliverable. 5.5 SIEMENS shall be responsible for any portion of the Work performed by any subcontractor. SIEMENS shall not have any responsibility, duty or authority to direct, supervise or oversee any contractor of the CLIENT or their work or to provide the means, methods or sequence of their work or to stop their work. SIEMENS' work and /or presence at the Facility shall not relieve others of their responsibility to the CLIENT or to others. 5.6 SIEMENS warrants that: (a) Unless otherwise agreed, all Equipment shall be new and of good quality. Until one year from the date the Equipment is installed and accepted by CLIENT, all Equipment installed by SIEMENS or bearing its nameplate will be free from defects in material and workmanship arising from normal use and service. (b) Labor for all Work, excluding PASP or MSP Services, is warranted to be free from defects in workmanship for one year after the Work is performed. PASP Services and MSP Services are warranted to be free from defects in workmanship for one year after the Services are performed and accepted by CLIENT. SIEMENS shall not be responsible for providing any warranties respecting the Direct Purchase Items (as that term is defined in Exhibit D) to the CLIENT, however, SIEMENS shall reasonably assist the CLIENT in maintaining the manufacturer(s)' warranty of the material or equipment comprising such items. The CLIENT shall provide its best efforts to enforce, in collaboration with SIEMENS, all representations and warranties associated with equipment and materials purchased via the Direct Purchase Procedure. 5.7 Warranty Limitation: (a) The limited warranties set forth in Section 5.6 will be void as to, and shall not apply to, any Equipment (i) repaired, altered or improperly installed by any person other than SIEMENS or its authorized representative; (ii) which the CLIENT or a third party subjects to unreasonable or improper use or storage, uses beyond rated conditions, operates other than per SIEMENS' or the manufacturer's instructions, or otherwise subjects to improper maintenance, negligence or accident; or (iii) damaged because of any use of the Equipment after the CLIENT has knowledge of any defect in the Equipment. However, SIEMENS shall assign to the CLIENT, without recourse, any and all assignable warranties available from any manufacturer, supplier, or subcontractor of such Equipment. (b) Any claim under the limited warranty granted above must be made in writing to SIEMENS within thirty (30) days after discovery of the claimed defect by the CLIENT unless discovered directly by SIEMENS. Such limited warranty only extends to the CLIENT; for equipment not owned by CLIENT the limited warranty shall be extended to the owner of the Facility in which the equipment is installed but not to any subsequent owner of the Equipment. The CLIENT's sole and exclusive remedy for any Equipment or Services not conforming with this limited warranty is limited to, at SIEMENS' option: (i) repair or replacement of defective components of covered Equipment; (ii) re- performance of the defective portion of the Services; or (iii) to the extent previously paid and itemized, the issuance of a credit or refund for the original purchase price of such defective component or portion of the Equipment or Services. (c) SIEMENS shall not be required to repair or replace more than the component(s) of the Equipment or the portion of the Work and Services actually found to be defective. SIEMENS' warranty liability shall not exceed the purchase price of such item. Repaired or replaced Equipment or Services will be warranted hereunder for the original warranty period. 5.8 THE EXPRESS LIMITED WARRANTIES PROVIDED ABOVE ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. THE LIMITED EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT MAY ONLY BE MODIFIED OR SUPPLEMENTED IN A WRITING EXECUTED BY A DULY AUTHORIZED SIGNATORY OF EACH PARTY. 5.9 SIEMENS will not be responsible for the maintenance, repair or replacement of, or Services necessitated by reason of: Page 10 of 18 (a) Non - maintainable, non - replaceable or obsolete parts of the Equipment, including but not limited to: ductwork, shell and tubes, heat exchangers, coils, unit cabinets, casings, refractory material, electrical wiring, water and pneumatic piping, structural supports, cooling tower fill, slats and basins, etc., unless covered by the warranty provisions herein or otherwise specifically stated herein; or (b) The CLIENT's or a third - party's negligence, abuse, misuse, improper or inadequate repairs or modifications, improper operation, lack of operator maintenance or skill, corrosion, erosion, improper or inadequate water treatment, electrolytic action, chemical action, failure to comply with manufacturer's operating and environmental requirements, Acts of God, or other reasons beyond SIEMENS's control. Other than as set forth in Exhibit A, SIEMENS is not responsible for the removal or reinstallation of replacement valves, dampers, or waterflow and tamper switches with respect to pipes and ductwork, including vent or drain system. SIEMENS ASSUMES NO RESPONSIBILITY FOR ANY SERVICE PERFORMED ON ANY EQUIPMENT OTHER THAN THAT PERFORMED BY SIEMENS OR ITS AGENTS. Article 6 The CLIENT's Responsibilities 6.1 The CLIENT, without cost to SIEMENS, shall: (a) With regard to Work performed in CLIENT Facilities, designate a contact person with authority to make decisions for the CLIENT regarding the Work and provide SIEMENS with information sufficient to contact such person in an emergency; (b) Coordinate the work of contractors under CLIENT's sole control so as not to disrupt the Work and Services proceeding in an efficient manner; (c) Permit SIEMENS to control and /or operate all CLIENT's building controls, systems, apparatus, equipment and machinery necessary to perform the Work; (d) Furnish SIEMENS with any existing blueprints, surveys, legal descriptions, waste management plans and all other available information pertinent to the Work and any CLIENT -owned Facility where the Work is to be performed as may be reasonably requested by SIEMENS. Such plans and blueprints, along with an executed copy of this Agreement, with its Exhibits, shall be kept and maintained pursuant to the Illinois Local Records Act (50 ILCS 205/1, et seq.); (e) Furnish SIEMENS with all approvals, permits and consents from CLIENT upon compliance with Applicable Law as may be required for performance of the Work in CLIENT -owned Facilities, except for those SIEMENS has expressly agreed in writing to obtain; (f) In accordance with Article 11 hereof, promptly notify SIEMENS of all known or suspected Hazardous Materials at the CLIENT owned Facilities, of any contamination of CLIENT owned Facilities by Oil or Hazardous Material, and of any other conditions requiring special care or which may reasonably be expected to affect the Work, and provide SIEMENS with any available documents describing the quantity, nature, location and extent of such materials, contamination or conditions; (g) Comply with Applicable Law and provide any notices required to be given to any government authorities in connection with the Work, except such notices SIEMENS has expressly agreed in writing to give; (h) Provide SIEMENS with legally required materials and information (including but not limited to Material Safety Data Sheets) related to all Hazardous Materials located at any of CLIENT -owned Facilities where the Work is to be performed; (i) Furnish SIEMENS with any contingency plans, safety programs and other policies, plans or programs related to any of CLIENT -owned Facilities where the Work is to be performed; Q) Operate, service and maintain all Equipment according to the manufacturer's recommendations including those set forth in the manufacturer's operating manuals or instructions, as well as all requirements of Applicable Law or of authorities having jurisdiction. The CLIENT shall furnish all needed servicing and parts for said FIMs, which parts shall become part of the FIMs. Such Equipment shall be operated only in the specified operating environment, which shall be supplied by the CLIENT, including without limitation: (1) suitable electrical service, including clean, stable, properly conditioned power, to all Equipment; (2) telephone lines, capacity and connectivity as required by such Equipment; and (3) heat, light, air conditioning or other environmental controls, and other utilities in accordance with the specifications for the Equipment; (k) Promptly notify SIEMENS of any unusual operating conditions, hours of usage, system malfunctions, installed equipment or building alterations that may affect the Equipment or energy usage or any Services. Article 7 Changes and Delays Page 11 of 18 7.1 As the Work is performed, Applicable Law or conditions may change, or circumstances outside SIEMENS' reasonable control may develop, which would require SIEMENS to expend additional costs, effort or time to complete the Work, in which case SIEMENS will notify the CLIENT and may request an equitable adjustment to SIEMENS' compensation and /or time for performance to which the CLIENT's consent shall not be unreasonably withheld. If the Parties cannot agree upon an equitable adjustment then the procedures described in Section 12.5 hereof shall govern. 7.2 Either Party may request additions, deletions, modifications or changes to the Work. Any such requests shall only become effective upon execution of a written agreement by authorized representatives of both Parties. 7.3 SIEMENS may, upon approval by CLIENT, substitute alternative parts, goods or equipment in the performance of the Work, provided that any such substitution shall be of an equal or better quality. 7.4 SIEMENS shall not be responsible for loss, delay, injury, damage or failure of performance that may be caused by circumstances beyond its control, including but not restricted to acts or omissions by the CLIENT or its employees, agents or contractors, Acts of God, war, civil commotion, acts or omissions of government authorities, fire, theft, corrosion, flood, water damage, lightning, freeze -ups, strikes, lockouts, riots, explosions, quarantine restrictions, delays in transportation, or shortage of vehicles, fuel, labor or materials. In the event of such delay or failure, Work shall be suspended during the time of such delay and SIEMENS may request an equitable adjustment for the time of performance and /or the compensation to which the CLIENT's consent shall not be unreasonably withheld. If the Parties cannot agree upon an equitable adjustment, then the procedures described in Section 12.5 hereof shall govern. Article 8 Compensation 8.1 The aggregate amount paid by CLIENT provides for and is solely in consideration of the Scope of Work and Services described in Exhibit A, and is detailed in Exhibit B. 8.2 SIEMENS will invoice the CLIENT in accordance with the schedules set forth in Exhibit B. Payment will be made pursuant to the Illinois Local Government Prompt Payment Act (50 ILCS 505/1 et seq.) (the "Act "). 8.3 Except to the extent expressly agreed herein, SIEMENS' fees do not include any taxes, excises, fees, duties or other government charges related to the Work or Services. The CLIENT shall pay such amounts or reimburse SIEMENS for any such amounts SIEMENS pays to the extent such charges are lawfully due and payable by CLIENT and have been paid or incurred by SIEMENS in furtherance thereof. If the CLIENT claims that the Work or Services is subject to a tax exemption or direct payment permit, it shall provide SIEMENS with a valid exemption certificate or permit. 8.4 All other work or services requested by the CLIENT, including but not limited to the following, shall be separately billed or surcharged on a time and materials basis so long as CLIENT provides written approval before Work commences except for emergency situations: (a) Emergency services, if inspection does not reveal any deficiency covered by the Scope of Work and Services, Exhibit A; (b) Work and /or services performed at times other than those described in Exhibit A; or (c) Work and /or services performed on equipment not covered by the Scope of Work and Services, Exhibit A. 8.5 SIEMENS may suspend or terminate the Work or Services at any time if payment is not received when due, with thirty (30) days advance written notice of the same, and CLIENT's ability to cure during that thirty (30) day period. In such event, SIEMENS shall be entitled to compensation for the Work or Services previously performed. Article 9 Acceptance 9.1 When SIEMENS believes that Final Completion has been achieved SIEMENS will submit to Client, the following items which shall be completed as a condition precedent to Final Completion and prior to a request by SIEMENS for inspection for Final Completion: a. Written notice that the Work is complete. b. All general construction completed and the project components shall be clean and all systems fully functional. c. All mechanical and electrical work complete, fixtures in place, connected, cleaned, fully functional and ready for use. d. All electrical circuits shall be scheduled in panels and all panels and disconnect switches property labeled. e. Issuance of all permits and certificates, test certificates, inspection, and other approvals and releases by governing authorities required for CLIENT's use of the Project. f. Project site shall be cleared of SIEMENS excess equipment and /or supplies and material. Page 12 of 18 g. Manufacturer's certifications and warranties and any special guarantees or maintenance agreements shall be delivered to CLIENT, except that CLIENT shall deliver to SIEMENS copies of any and all certifications and warranties and any special guarantees or maintenance agreements it receives in connection with the Direct Purchase Items. h. Record drawings and specifications, if applicable, which meet the CLIENT's requirements. i. All operations and maintenance manuals for all equipment shall be delivered to CLIENT. j. All required spare parts, as well as any special devices and tools shall be delivered to CLIENT. k. The value of any uncommitted contingency or allowance funds has been prepared and submitted in draft. I. All training has been provided. 9.2 Within thirty (30) days after reaching Final Completion, SIEMENS shall arrange a joint Work inspection with the CLIENT for inspection for Final Completion and development of a Punchlist of items necessary for the completion of the Work. In lieu of a joint Work inspection of water meters, CLIENT may use electronic inspection of water meters. Said punch list shall be prepared by SIEMENS and submitted to the CLIENT not later than fifteen (15) days after the inspection for Final Completion. CLIENT shall review submitted Punchlist within thirty (30) days of receipt and if complete, shall sign Punchlist and distribute approved copies to SIEMENS. If not complete, CLIENT shall return Punchlist to SIEMENS with a written detail of missing or disputed items. The final completion date for the Work shall be extended, on a day for day basis, for each day the CLIENT and SIEMENS are delayed in completing the final Punchlist. 9.3 Punchlist items shall be corrected by SIEMENS prior to any request for final inspection and Acceptance. The final Work completion date shall be extended on a day for day basis, for each day the CLIENT is delayed in returning Punchlist to SIEMENS. SIEMENS agrees to complete the Punchlist within thirty (30) days of the date of its receipt of the signed Punchlist, unless otherwise agreed in writing by duly authorized representative of CLIENT and SIEMENS. Punchlist items shall be corrected by SIEMENS prior to any request for final inspection and Acceptance. 9.4 Prior to final inspection SIEMENS shall provide CLIENT with Record or "as -built drawings, if applicable. 9.5 Not later than fifteen (15) days after all matters described in Sections 9.1 through 9.3 have been completed without any deficiency CLIENT shall provide a certificate of Final Completion which shall establish the Acceptance Date. The commencement date of the Equipment warranty period for the Direct Purchase Items shall be in accordance with the Direct Purchase Procedure. 9.6 SIEMENS shall furnish CLIENT with at least three (3) full sets of diagrams, instruction, manuals, reports and other documentation needed to maintain and operate the Work. SIEMENS shall also provide the CLIENT with an electronic copy of all diagrams, drawings, manual and documentation. 9.7 SIEMENS shall provide CLIENT with written documentation that lamps, ballasts, water meters have been disposed, in accordance with Exhibit A hereof at a qualified facility in accordance with all governing rules and regulations and pursuant to written approval of the CLIENT. 9.8 Any disputes concerning Final Completion of the Work shall be resolved pursuant to the procedures described in Section 12.5 hereof. Article 10 Insurance and Allocation of Risk 10.1 SIEMENS shall procure and maintain, for the duration of the Agreement, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the SIEMENS, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance: Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability occurrence form CG 0001 with the CLIENT named as additional insured, on a form at least as broad as the ISO Additional Insured Endorsement CG 2010 and CG 2026. 2. Insurance Service Office Business Auto Liability coverage form number CA 0001, Symbol 01 "Any Auto." 3. Workers' Compensation as required by the Labor Code of the State of Illinois and Employers' Liability insurance. 4. Builder Risk Property Coverage with CLIENT as loss payee. 5. Excess Liability Insurance in the Occurrence Coverage Form with limits of $5,000,000 per occurrence/aggregate. B. Minimum Limits of Insurance: SIEMENS shall maintain limits no less than: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. The general aggregate shall be twice the required occurrence limit. Minimum General Aggregate shall be no less than $2,000,000 or a project/contract specific aggregate of $1,000,000. 2. Business Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Page 13 of 18 3. Workers' Compensation and Employers' Liability: Workers' Compensation coverage with statutory limits and Employers' Liability limits of $500,000 per accident. C. Deductibles and Self- Insured Retentions Any deductibles or self- insured retentions must be declared to and approved by the CLIENT. SIEMENS shall be financially responsible for any and all of the deductibles applicable to the insurance coverage that it is obligated to provide hereunder. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages: The CLIENT, its officials, agents, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of SIEMENS; products and completed operations of SIEMENS; premises owned, leased or used by SIEMENS; or automobiles owned, leased, hired or borrowed by SIEMENS. The coverage shall contain no special limitations on the scope of protection afforded to the CLIENT, its officials, agents, employees and volunteers. 2. SIEMENS' insurance coverage shall be primary as respects the CLIENT, its officials, agents, employees and volunteers. Any insurance or self- insurance maintained by the CLIENT, its officials, agents, employees and volunteers shall be excess of SIEMENS' insurance and shall not contribute with it. 3. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CLIENT, its officials, agents, employees and volunteers. 4. SIEMENS' insurance shall contain a Severability of Interests /Cross Liability clause or language stating that SIEMENS' insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. If any commercial general liability insurance is being provided under an excess or umbrella liability policy that does not "follow form," then SIEMENS shall be required to name the CLIENT, its officials, employees, agents and volunteers as additional insureds 6. All general liability coverages shall be provided on an occurrence policy form. Claims -made general liability policies will not be accepted. 7. SIEMENS and all subcontractors hereby agree to waive any limitation as to the amount of contribution recoverable against them by the CLIENT. This specifically includes any limitation imposed by any state statute, regulation, or case law including any Workers' Compensation Act provision that applies a limitation to the amount recoverable in contribution such as in the case Kotecki v. Cyclops Welding Corp., 146 III. 2d 155, 585 N.E.2d 1023 (1991). E. All Coverages: Each insurance policy required by this paragraph shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days prior written notice by first class mail, postage prepaid, has been given to the CLIENT. F. Acceptability of Insurers Insurance is to be placed with insurers with a Best's rating of no less than A -, VII and licensed to do business in the State of Illinois. G. Verification of Coverage SIEMENS shall furnish the CLIENT with certificates of insurance naming the CLIENT and its officials, agents, employees, and volunteers as additional insureds and with original endorsements, affecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the CLIENT before any Work commences. The CLIENT reserves the right to request full certified copies of the insurance policies and endorsements. H. Subcontractors SIEMENS shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. I. Assumption of Liability Page 14 of 18 SIEMENS assumes liability for all injury to or death of any person or persons including employees of SIEMENS, any subcontractor, any supplier or any other person and assumes liability for all damage to property sustained by any person or persons occasioned by or in any way arising out of any Work performed pursuant to the Contract. J. Indemnity/Hold Harmless Provision 1. To the fullest extent permitted by law, SIEMENS hereby agrees to defend, indemnify and hold harmless the CLIENT, its officials, agents and employees against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, cost and expenses, which may in anywise accrue against the CLIENT, its officials, agents and employees to the extent arising from the negligent performance of this Work or willful misconduct by SIEMENS, its employees, or subcontractors, or which may in anywise result therefore, except that arising out of the sole legal cause of the CLIENT, its agents or employees, SIEMENS shall, at its own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefore or incurred in connections therewith, and, if any judgment shall be rendered against the CLIENT, its officials, agents and employees in any such action, SIEMENS shall, at its own expense, satisfy and discharge the same. SIEMENS expressly understands and agrees that any performance bond or insurance policies required by this contract, or otherwise provided by the SIEMENS, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the CLIENT, its officials, agents and employees as herein provided. UNLESS CONTRARY TO APPLICABLE LAW, IN NO EVENT SHALL THE CLIENT OR SIEMENS BE LIABLE UNDER THIS AGREEMENT. FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES., INCLUDING COMMERCIAL LOSS, LOSS OF USE, OR LOST PROFITS, HOWEVER CAUSED, EVEN IF SIEMENS OR THE CLIENT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.. 2. Kotecki Waiver. In addition to the requirements set forth above, SIEMENS (and its subcontractors) agrees to assume the entire liability for all personal injury claims suffered by its own employees and waives any limitation of liability defense based upon the Worker's Compensation Act and cases decided there under. SIEMENS agrees to indemnify and defend the CLIENT from and against all such loss, expense, damage or injury, including reasonable attorneys' fees, which the CLIENT may sustain as a result of personal injury claims by SIEMENS' employees or any of SIEMENS' subcontractors, except to the extent those claims arise as a result of the CLIENT's own negligence. K. Patent Fees and Royalties: SIEMENS shall indemnify and hold harmless the CLIENT and anyone directly or indirectly employed by either of them from and against all claims, damages, losses, and expenses (including attorneys' fees and court and arbitration costs) arising out of any infringement of patent rights or copyrights incident to the use in the performance of the work or resulting from the incorporation in the work of any invention, design, process, product, or device not specified in the Contract Documents, and shall defend all such claims in connection with any alleged infringement of such rights. Article 11 Hazardous Materials Provisions 11.1 The Work does not include directly or indirectly performing or arranging for the detection, testing, handling, storage, removal, treatment, transportation, disposal, monitoring, abatement or remediation of any contamination of any Facility at which Work is performed and any soil or groundwater at the Facility by petroleum or petroleum products (collectively called "Oil "), asbestos, PCBs or hazardous, toxic, radioactive or infectious substances, including any substances regulated under RCRA, CERCLA or any other Applicable Law (collectively called "Hazardous Materials "), including without limitation: ionization smoke detectors, ballasts, mercury bulb thermostats, used oil, contaminated filters, contaminated absorbents, and refrigerant. Except as expressly disclosed pursuant to Section 11.2, the CLIENT represents and warrants that, to the best of its knowledge following due inquiry, there are no Hazardous Materials or Oil present where the Work is to be performed at public Facilities. SIEMENS will notify the CLIENT immediately if it discovers or reasonably suspects the presence of any previously undisclosed Oil or Hazardous Material. All Services have been priced and agreed to by SIEMENS in reliance on the CLIENT's representations as set forth in this Article. The discovery or reasonable suspicion of Hazardous Materials at a public Facility where SIEMENS is to perform Work, or of contamination of the public Facility by Oil or Hazardous Materials not previously disclosed pursuant to Section 11.2, shall entitle SIEMENS to suspend the Work at that Facility immediately, subject to mutual agreement of terms and conditions applicable to any further Work at that Facility, or to terminate the Work at that Facility and to be paid for Work previously performed at that Facility. 11.2 The CLIENT warrants that, prior to the execution of the Agreement, it notified SIEMENS in writing of any and all Oil or Hazardous Materials, to the best of its knowledge following due inquiry, known to be present, potentially present or likely to become present at the public Facility and provided a copy of any public Facility safety policies and information, including but not limited to lock -out and tag procedures, chemical hygiene plan, material safety data sheets, and other items covered or required to be disclosed or maintained by Applicable Law. Page 15 of 18 11.3 Regardless of whether Oil or Hazardous Material was disclosed pursuant to Section 11.2, the CLIENT shall be solely responsible for properly testing, abating, encapsulating, removing, disposing, remedying or neutralizing such Oil or Hazardous Materials at public Facilities, and for the costs thereof. Even if an appropriate change order has been entered into pursuant to Section 11.1, SIEMENS shall have the right to stop the Work until the Facility is free from Oil or Hazardous Materials. In such event, SIEMENS will receive an equitable extension of time to complete the Work at that Facility, and compensation for delays caused by Oil or Hazardous Materials remediation. In no event shall SIEMENS be required or construed to take title, ownership or responsibility for such Oil or Hazardous Materials. The CLIENT shall sign any required waste manifests in conformance with all government regulations, listing the CLIENT as the generator of the waste. If someone other than the CLIENT is the generator of the waste, the CLIENT shall arrange for such other person to sign such manifests. 11.4 Except where expressly prohibited by Applicable Law, for separate consideration of $10 and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the CLIENT shall indemnify, defend and hold SIEMENS harmless from and against any damages, losses, costs, liabilities or expenses incurred by SIEMENS (including attorneys' fees) arising out of any Oil or Hazardous Materials at public Facilities or from the CLIENT's breach of, or failure to perform its obligations under this Article. 11.5 For purposes of this Article 11, in the context of the phrase "to the best of its knowledge following due inquiry"; "knowledge" means actual awareness of the facts by the CLIENT's directors, officers, employees or agents, or the presence of relevant information contained in the CLIENT's books or records; and, "due inquiry' means inquiry of those persons under the CLIENT's control who should have knowledge of the subject matter of such inquiry. Article 12 Miscellaneous Provisions 12.1 Notices between the Parties shall be in writing and shall be hand - delivered or sent by certified mail, express courier, or acknowledged telefax properly addressed to the appropriate party. Any such notice shall be deemed to have been received when delivered in- person or when sent by telefax, or five (5) business days subsequent to deposit in the U.S. mails, or one (1) day after deposit with express courier. 12.2 SIEMENS shall not assign or transfer any rights or obligations under this Agreement, without prior written consent of the CLIENT except that SIEMENS may use subcontractors, to be preapproved by CLIENT, which approval shall not be unreasonably withheld, in the performance of the Work or Services. Nothing contained in this Agreement shall be construed to give any rights or benefits to anyone other than the CLIENT and SIEMENS without the express written consent of both Parties. SIEMENS shall be required to insure that its subcontractors shall provide the insurance and indemnity set forth in Article 10 hereof and shall include such requirement in its contract with each subcontractor. If any subcontractor fails to provide said insurance and indemnity then SIEMENS shall be responsible therefor. All successors and assigns of the Parties are bound by the terms of this Agreement. 12.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and venue for any dispute shall be in the Circuit Court of Cook County, Illinois. 12.4 This Agreement and all provisions of this Agreement allocating responsibility or liability between the Parties shall survive the completion of the Work, the Services, and the termination of this Agreement. 12.5 In the event of any dispute arising under Sections 4.5, 4.9, 7.1, 7.4 or as referenced in 9.8 of this Agreement, the Parties' designated representatives shall attempt to resolve such dispute by negotiations. If these attempts are unsuccessful within twenty one (21) days after either Party notifies the other of a dispute, then the Parties may submit such disputes to a third -party professional engineering firm (the "Engineering Firm ") that is mutually acceptable to the Parties for a non - binding determination. All disputes not so resolved and all other disputes arising under this Agreement shall be subject to attempts to resolve such dispute by negotiations. If such attempts are unsuccessful, such disputes are subject to all remedies at law or in equity and shall be submitted to the jurisdiction of the Circuit Court of Cook County. 12.6 SIEMENS' performance of the Work and Services is expressly conditioned on the Parties assenting to all of the terms of this Agreement, notwithstanding any different or additional terms contained in any writing at any time submitted or to be submitted by a Party to the other Party relating to the Work or Services, even if signed by the Parties, unless the written statement expressly indicates that such terms supersede the terms of this Agreement 12.7 Any provision of this Agreement found to be invalid, unlawful or unenforceable by a court of law shall be ineffective to the extent of such invalidity, and deemed severed herefrom, without invalidating the remainder of this Agreement. All other provisions hereof shall remain in full force and effect. 12.8 The waiver by a party of any breach by the other party of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach hereof. No waiver shall operate or be effective unless made in writing and executed by the party to be bound thereby. 12.9 Prior to the commencement of the Work, SIEMENS shall procure a performance and payment bond in the amount of 100% of the price as defined in EXHIBIT B hereof (the "Bond "). The Bond will solely apply to the Work performed Page 16 of 18 during the Construction Period and to the required statutory lien filing period thereafter. The Bond will not apply to any of the obligations included in the Performance Assurance, Exhibit C. Furthermore, the CLIENT's funding source may be named as "Co- Obligee" on the Bond if so requested by the CLIENT. Article 13 Maintenance Services Program 13.1 If applicable, the scope of Services provided by SIEMENS for the Maintenance Services Program is stated in Exhibit A. 13.2 The CLIENT represents that all equipment not installed by SIEMENS under this Agreement and subject to a MSP is in satisfactory working condition. SIEMENS will have inspected all such equipment within the first thirty (30) days of MSP commencement or no later than the first scheduled inspection. Testing and inspection will not be deemed to be complete until all such equipment has been so tested and inspected. 13.3 If the equipment at a public Facility is altered or moved by any person, including the CLIENT, other than SIEMENS or a person authorized by SIEMENS, the CLIENT shall immediately notify SIEMENS in writing, and SIEMENS reserves the right to perform a reacceptance test on, or if necessary a re- commissioning of, the system at the CLIENT's expense. 13.4 If SIEMENS reasonably determines as a result of such inspection and /or testing described in Section 13.3 hereof that any equipment requires repair or replacement, the CLIENT will be so notified and may take corrective action within thirty (30) days, or such equipment may be removed from coverage hereunder without further action by the Parties. SIEMENS is not liable or responsible for the continued testing, maintenance, repair, replacement or operating capabilities of any portion of the equipment until it has been inspected and /or tested and has been, if necessary, restored to an acceptable initial condition at the CLIENT's sole expense. Any services provided by SIEMENS and pre - approved by CLIENT, in the course of such restoration will be separately charged on a time and materials basis, and not included in fees paid hereunder. If individual items of equipment cannot, in SIEMENS' sole determination, be properly repaired or replaced due to age, obsolescence, lack of availability of refrigerant gas, halon gas, necessary parts, materials, compatibility or otherwise, or as a result of excessive wear or deterioration, SIEMENS may, within ten (10) days of such inspection, give written notice that it is withdrawing such items from coverage under the MSP and adjust the MSP payments due hereunder accordingly. 13.5 If the removal of equipment from coverage as described in Section 13.4 hereof would compromise or impair the integrity of the Work, Services or compliance with law of any system, then SIEMENS will provide a written statement thereof for execution by the CLIENT. The CLIENT's failure to execute such statement within ten (10) days will void the MSP and release SIEMENS from any further obligations with respect to the MSP. 13.6 If the MSP scope of Services provides for equipment maintenance, repairs and /or replacements of equipment by SIEMENS, those Services are limited to restoring the proper working condition of such equipment. SIEMENS will not be obligated to provide replacement equipment that represents significant capital improvement compared to the original. Exchanged components become the property of SIEMENS, except Hazardous Materials, which under all circumstances remain the property and responsibility of the Facility owner. Article 14 Freedom of Information Requests; Prevailing Wage 14.1 As soon as practicable, but no later than five (5) days after SIEMENS's receipt of the CLIENT's Notice to SIEMENS of the CLIENT's receipt of a request made pursuant to the Illinois Freedom of Information Act [5 ILCS 140/1 et seq. – herein "FOIA "], SIEMENS shall furnish all requested records in SIEMENS' possession which are in any manner related to this Agreement that SIEMENS is legally required to produce, including but not limited to any documentation related to the CLIENT and associated therewith, all in accordance with FOIA requirements. SIEMENS shall not apply any costs or charge any fees to the CLIENT or any other person, firm or corporation for its procurement and retrieval of such records in SIEMENS' possession which are sought to be copied or reviewed in accordance with such FOIA request or requests. To the extent SIEMENS claims that any information contained in any documents that have been requested pursuant to the Act is exempt from disclosure under FOIA, SIEMENS shall identify such information and explain the reasons for exemption within the five (5) day period described above in this Section. SIEMENS shall defend, indemnify and hold harmless the CLIENT including its several departments and including its officers and employees and shall pay all of the Costs of litigation to the extent the same is directly caused by SIEMENS wrongful withholding of information whose production is required pursuant to such FOIA request. As used herein, "in SIEMENS' possession" includes documents in the possession of any of SIEMENS' officers, agents, employees, subcontractors, assignees, and /or independent contractors; and "Costs" includes but is not limited to attorneys' fees, witness fees, filing fees and any and all other expenses — whether incurred by the CLIENT or SIEMENS. 14.2 The Work is subject to the Illinois Prevailing Wage Act (820 ILCS 130/0.01, et seq.) Page 17 of 18 Article 15 Most Favored Nation 15.1 SIEMENS represents that all of the benefits and terms granted by SIEMENS herein are at least as favorable as the benefits and terms granted by SIEMENS to the Village of Palatine or to the Village of Glenview. 15.2 Should SIEMENS enter into any subsequent agreement with the Village of Palatine or the Village of Glenview, during the term of this Agreement, which provides for benefits or terms more favorable than those contained in this Agreement, including all exhibits to this Agreement, then this Agreement shall be deemed to be modified to provide the CLIENT with those more favorable benefits and terms. 15.3 SIEMENS shall notify the CLIENT, in writing, promptly of the existence of such more favorable benefits and terms and the CLIENT shall have the right to receive the more favorable benefits and terms immediately. If requested in writing by the CLIENT, SIEMENS shall amend this Agreement to contain the more favorable terms and conditions. Page 18 of 18 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois Article 1: Scope of Work 1.1 Description: Except as otherwise expressly provided herein, SIEMENS shall provide the items of cost and expenses necessary to implement the following FIMs, which are further described in Section 1.2 (collectively, the "Work "): • Replacement of Water Meters with Radio Read Capabilities; • Advanced Metering Infrastructure (AMI) Upgrades. • Replacement of HID Street lighting with LEDs • SCADA: Upgrade Server and Software • SCADA: Remote Alarm System • SCADA: Electronic Operator Rounds • SCADA: Redundant Radio Communications • Facility Report 1.2 Specific Elements: The Work shall include the following: 1.2.1 Project Procedure Manual SIEMENS shall provide to the CLIENT for approval a detailed Project Procedure Manual within fourteen (14) days from Agreement execution. The Project Procedure Manual shall incorporate all Articles from this Exhibit A, and the Project Procedure Manual attachments 1 -3 (Program Schedule, Village Responsibilities, Notification and Scheduling), and all attachments hereto to provide for a single project manual document. No Work shall proceed until the CLIENT has approved of the Project Procedure Manual 1.2.2 Water Meter Replacements and AMI System Replacement of Water Meters with Radio Read Capabilities SIEMENS will install new water meters as outlined below. Meter quantities are based on a database download from the billing software provided by the CLIENT on August 20, 2014, and the types are listed in Table 1 Exhibit A., Based on the information provided by CLIENT to the extent that this information is not correct, the parties will confer and amend the scope of Work as provided in Article 1.3 of Exhibit B, as applicable. Labor installation costs will be charged and credited using the unit price schedule shown in Exhibit B Table 1.1.1. Page 1 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois Table 1 — Meter Table Scope of Work Estimated Quantity 5/8" x 3/4" Sensus iPERL Meter 1,934 5/8" x 3/4" Sensus iPERL Retrofit - Test Meters 26 3/4" Sensus iPERL Meter 8,244 3/4" Sensus iPERL Retrofit - Test Meters 38 1" Sensus iPERL Meter 912 1" Sensus iPERL Retrofit - Test Meters 5 1.5" Sensus R2 OMNI 397 2" Sensus R2 OMNI 264 2" Sensus C2 OMNI 2 3" Sensus C2 OMNI 63 4" Sensus C2 OMNI 26 6" OMNI Meter; 510M/520M Transmitter Only 5 Total 11,9 fi Page 2 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois SIEMENS shall also include: Repair line breaks or leaks within 30 inches on either side of the meter connections that occur as part of or after installation. Connection to all existing and functional plumbing and wiring systems as required to make the meter a functional part of the AMI network. Siemens can include the following on a time and materials basis. Per unit pricing for these scope items are in the Exhibit B Table 1.1.1 and 1.2.1.These items are not currently included in the scope of work for this project: • Replace defective /leaking curb stops or gate valves as necessary inside the premise before the meter; • Outside curb stops or gate valves owned by the utility to be maintained by the utility; • Repair defective /leaking piping that is existing or piping modifications to accommodate the new meter installation within 30 inches on either side of the meter connections, as necessary. • Supply and install new communication wire, and • Supply and install electrical grounding strap It is represented by CLIENT to SIEMENS, and is an assumption of the Parties, that the components of the new AMI system will properly fit inside of CLIENT's current meter environment where applicable unless lay- length or other rework is specifically stated in the scope of work. To the extent that this assumption is incorrect, Siemens will present CLIENT with a change order to remedy the same. SIEMENS has done its due diligence to verify that the meter quantities listed in Table 1.' above are accurate and CLIENT is in agreement with these quantities. If any changes in water meter quantities occur, SIEMENS will provide CLIENT with a change order using the unit prices provided in Exhibit B Tables 1.1.1 and 1.2.1. • The CLIENT will be responsible for all line breaks, unless and to the extent the break is caused by Siemens negligence in which Siemens will be responsible on a comparative basis. The final reading of the old meter pulled will be provided from the direct read dial face of the meter, and the outside reader if applicable. If the reading is illegible due to dial face condition, SIEMENS will break the glass of the dial face to get the final reading, with CLIENT's permission which is granted in advance. Page 3 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois Meter Access Procedure for the Project is outlined below: • SIEMENS will draft a letter to be approved by the and sent by SIEMENS to customers describing the project, outlining the work to be done and listing the dates they will be changing meters in that area. SIEMENS will establish an appointment system where residents will call in and establish a date and time for each appointment as detailed in the Project Procedure Manual • SIEMENS will attempt to access the meter during normal construction hours, which include Monday through Friday 7:OOA -7:OOP and Saturday 9A -6P, a total of 3 times over a period of two weeks. • Following mailing of letter to customers, SIEMENS will "tag" the door with information on how to contact SIEMENS to allow access to meter in order to perform work. CLIENT shall approve "tag" and /or any additional materials before they are distributed to customers. SIEMENS will make at least three attempts to schedule an appointment over a period of two calendar weeks. • Each attempt to access the meter will be documented with a date and time — recorded electronically into the SIEMENS database • After the third documented attempt, SIEMENS will submit inaccessible account to CLIENT for access assistance. • CLIENT will take reasonable actions, including phone calls, public relations announcements, and finally issuing fines and fees as allowed by CLIENT ordinances, as a means to gain access to the inaccessible facility • If the account remains inaccessible for a period not to exceed 35 days following submission to CLIENT, the account will be placed on a punch list of outstanding items to be resolved at project closeout, if during project closeout the account remains inaccessible, the account will be deemed permanently inaccessible and removed from the project scope. To the extent that SIEMENS obligations under the Performance Guarantee are adversely impacted by not being able to implement FIMS due to facility inaccessibility, such obligations deemed satisfied with no further liability as to Siemens under this Agreement • SIEMENS must ensure that installation staff wear Village of Buffalo Grove contractor photo identification cards at all times and present it upon meeting any residents or customers. SIEMENS installers must have with them an introductory letter on CLIENT letterhead explaining their presence. SIEMENS installation staff shall conduct themselves in a professional manner and maintain a presentable appearance in the field. SIEMENS must ensure that all vehicles are maintained to provide a clean and mechanically sound image, and all vehicles should furnish a CLIENT - approved vehicle identification logo clearly indicating its use for meter replacement for the CLIENT. SIEMENS must furnish and be responsible for maintaining 2 -way communication devices to all meter installation staff. SIEMENS will coordinate closely with the CLIENT staff for scheduling and workflow as each route is installed. SIEMENS will create and maintain a project web portal that will have current information as to location of work crews, routes completed and other relevant information. Install crews will document and digitally photograph the customer account number, service address, register serial number, size, and the final reading from the existing Page 4 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois register and outside reader if applicable prior to removal; and will photograph and document the new meter serial number, new meter size, latitude, longitude and configure, program and verify communication of each new set upon installation. A copy of all of the above information shall be presented to the water customer for signature. As each route is completed, the commissioning and acceptance plan described will be performed to verify proper performance. A successful and complete meter installation shall include any meter installed to manufacturer specifications, free of leaks and where the data has been accurately transferred into utility billing database and reads one or more times electronically on the reading network. A successful and complete meter installation is defined in Exhibit A and in Article 9 of the Performance Contracting Agreement. Exclusions: • Any deficiencies in existing electrical system at sites chosen for collectors, including proper grounding and bonding; • Any existing leaks found prior to beginning the meter retrofit, and • Any leaks which occur outside of the 30 inches on either side of the meter connection work area. Public Outreach Responsibilities • SIEMENS will provide a description of the project, and a list of frequently asked questions that CLIENT can include on the utility website to inform residents about the project • SIEMENS will attend an informational town hall meeting scheduled by the CLIENT, at a mutually agreed upon time, to provide a question and answer period for the residents • SIEMENS will provide residents with a 24 -hour call response number to contact in the case of a problem with the installation of a meter. • All forms of media relations and documents used to communicate with water customers shall be reviewed and approved of by the CLIENT prior to use by SIEMENS. Automatic Metering System Upgrade Except as otherwise expressly provided herein, SIEMENS will provide the required Equipment, material, and labor to upgrade the CLIENT's water utility system as follows: Install a new Sensus FlexNet FixedBase® or equivalent AMI system as agreed by the CLIENT. and provide material and labor to make the system functional. SIEMENS will replace the water meters identified in the table above, and provide the required material and labor to make the system functional, which includes installation of the following: • Sensus FlexNet Data Collection System which includes (see Table 2): • One (1) Sensus Metro50 Tower Gateway Basestation; • One (1) Regional Network Interface (RNI) Setup; • One (1) Logic Software Integration; • One (1) 5501 Handheld, Command Link with GPS; • Project and Data Training; Page 5 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois o Installation of 510M SmartPoint Transmitters; Table 2 - Collector Location Facility ID Location Description N B.-Fire Stat 26 Twr —Fire Station 26 — Mounted on existing tower 1 1 i Signal Shmng.di jifavcmd [ oic —c-n ago at lRalipAii.t. M4+[_ i fowl, M&I-011 -122 tC -111 _ '-,, 1j 8 f' � p�u 1?' W 0, 1,Y% 11 4 h • Mass data transfer and system commissioning is included in this scope. Global positioning system coordinates will be provided for each water meter. Unless specified otherwise in this contract, GPS coordinates will typically be accurate Page 6 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois within consumer grade specifications or sub -meter accuracy, which is typically within 9 to 10 feet. All removed meters shall become property of CLIENT, and will be placed in a storage location as mutually agreed between CLIENT and SIEMENS. CLIENT shall provide bins /storage containers for removed meters. Serial numbers, readings and photos of all removed meters will be taken and meters will be discarded into provided bins on a daily basis. SIEMENS will work on the CLIENT's behalf to manage the recycling of the water meters by delivering the meters to recycling center and providing the CLIENT with all documentation. Any recycling rebates will go directly to the CLIENT. SIEMENS shall also include: • Writing of a program to update billing system with new and old meter data through batch updates to the CLIENT's water billing system. The modification is to be thoroughly tested before put into use and a backup of the CLIENT's billing system is maintained throughout the project. All updates are completed and monitored by SIEMENS IT staff. Purchase of Interface Program between the Sensus FlexNet Software Package and the NEW WORLD LOGOS Billing Program. The IT staff required to make this interface a success will be included as part of this project. This interface typically includes the generation of text (.txt) or comma separate value (.csv) file format. This file will be exported from the Sensus software package once the readings have been completed and the Village is ready for billing. The file will then be imported into the NEW WORLD LOGOS billing program. Billing can then be completed as usual by the Village. An IT person will be assigned to the project and will interface with the installation team, the CLIENT, Sensus and NEW WORLD LOGOS to ensure the smooth transition of the data from the collection system to the billing software. This person will be onsite, as needed, to provide this service. Turnkey AMI system start up /testing /commissioning; Onsite field training to include 3 days, for 5 people; Offsite software training- to include 3 days, for 5 people: • Training on use of AMI system • Training for field personnel of proper installation and maintenance of system; • Training on the use of interface billing software to Sensus data collection system. 1.2.3 Street Lighting Replacement • Siemens will disconnect and dispose of existing specified (1,436) high intensity discharge lamps and retrofit accordingly based on clients preferred LED lighting. • Install long life photocells where necessary to integrate with existing controls • Replace gas lamps with First Light Solar LEDs or equivalent Replace all high pressure sodium lamps with Cree, RAB or equivalent LED fixtures, which will be approved by CLIENT prior to installation and will utilize manufacturer's warranty. • Table 3 — Street Lighting Table Page 7 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois Scope of Work: Street Lighting Existing Systems Proposed Systems Quantity Pale Type T e! a rofit Manufacturer Lamp Product Code Wattage 33 Decorative Pole Gas Lamps First -Light Solar LED IPL- PTM- BZ- T5- 43K -04 700 -1200 Lumens 1132 Concrete ole /Shoebox 10OW HPS CREE BXSPR- A- 0- 2- F -C -U -S 42W 68 Cnct Pole /Box -side Window 10OW HPS RAB ALED5T52N 59W 26 Concrete Pole /Cobra head 100W HPS CREE BXSPR- A- 0- 2- F -C -U -S 42W 26 Cncrt Pole /Lon neck Cobra 100W HPS CREE BXSPR- A- 0- 2- F -C -U -S 42W 61 Concrete Poles /Oval 10OW HPS CREE BXSPR- A- 0- 2- F -C -U -S 42W 29 Concrete Pole /Shoebox 1 150W HPS CREE BXSP- A- 0- 3- G- A- U- Z- Q -PD -1 H4 -Z 53W 24 Decorative Pole/Parking Lot 175W Merc Vap RAB ALED5T52N 59W 23 Cylindrical Luminaries 250W HPS RAB I ALED5T78N 90W 12 Concrete ole /Shoebox 250W HPS CREE OSQ- A- DA- 3ME- A- 40K- UL -BZ -Q9 112W 1 Cnct Pole /Box -side Window 250W HPS RAB ALED5T78N 90W 1 Cnct Pole /Lon neck Cobra 250W HPS CREE BXSP- A- 0- 2- H- A -U -Z -Q 106W 1436 Total 1.2.4 SCADA: Upgrade Server and Software SCADA #1 • SIEMENS will provide new SCADA server with multi -core CPU, minimum 4GB Ram, and 32 MB graphics card. Server will run Windows Server 2008 or equal. • SIEMENS will install and configure SCADA software to Wonderware Intouch 11.0 1.2.5 SCADA: Remote Alarm System SCADA #2 • SIEMENS will install and configure WIN911 remote alarm software on SCADA server • SIEMENS will configure alarm delivery to email, text, and phone according to agreed upon notification escalation chain 1.2.6 SCADA: Electronic Operator Rounds SCADA #3 • SIEMENS will provide (2) 10" IPAD tablet computers • SIEMENS will provide custom application for logging of operator rounds information with capability to automatically sync to central database. 1.2.7 SCADA: Redundant Radio Communications SCADA #4 • SIEMENS will provide radio transceiver at public works department connected to SCADA server. • SIEMENS will provide radio transceiver at (4) water distribution stations and connect to SCADA system. • SIEMENS will configure SCADA radio communications between (4) water distribution stations and SCADA head end at Public Works department. 1.2.8 Draft Facility Report • SIEMENS will create a report of draft environmental guidelines for new and existing Village buildings and sites and submit to CLIENT. 1.3 Technical Specifications, Drawings, and Exhibits: The Work shall be performed in accordance with the following specifications, drawings and other Page 8 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois attachments hereto, which are specifically incorporated herein and made part hereof: • All O &M manuals, wiring diagrams, and manufacturer's warranties to be supplied to CLIENT. Three hard copies and one digital copy of all manuals shall be provided to the CLIENT 1.4 CLIENT'S Responsibilities (in addition to those in Article 6 of the Agreement): • Provide a designated representative to interface with SIEMENS on all issues related to the Project; • Provide for timely review of Project schedules and submittals (typically a 5 -day approval turn - around unless otherwise specified); • Provide escorts as required in public facilities, all such access must be scheduled 24 hours in advance; • Provide for timely review and approval of completed Work; • CLIENT will be responsible for the monthly service fee for the backhaul communication for the water meter AMI system. • Isolating the utility system to allow for meter /valve change out, including identification of all shut -off valves as required; CLIENT shall continue to be responsible for reading meters until all commissioning and acceptance plan steps are completed for the AMI system. • CLIENT shall for provide 120 VAC power to the Sensus Flexnet Base stations at the designated locations determined by the propagation study. • CLIENT shall provide a communication link at each of these base station locations that will be able to transmit data from the base station back to the Regional Network Interface ( "RNI ") for processing. The Tower Gateway Base Station ( "TGB ") has the ability to maintain at least one primary and one secondary data link to the back -end system (RNI). Both primary and secondary data links provide for two -way Ethernet (TCP /IP) communications. Both the primary and secondary data links can be any form of Ethernet chosen by the utility (wired, wireless, Wi -Fi, fiber, frame relay, leased line, POTS, etc.). The system is capable of operating at a data rate of 33.6 BAUD or greater between the TGB and RNI. The TGB has the ability to store up to 30 days of meter reading data from all meter endpoints in its service area in the event of extended failure of the data links to the utility office. If communication links cannot be re- established within 30 days, the system allows a laptop computer to be connected to the TGB to recover reading data. Article 2: Work Implementation Period 2.1 Commencement of Work: SIEMENS shall commence the Work within sixty (60) days from the Effective Contract Date and shall perform the Work diligently, and shall complete the Work no later than 400 calendar days from the day of commencement. 2.2 Milestones: Specific scheduling milestones and coordination requirements will be defined in Project schedule. Page 9 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit A - Scope of Work and Services Village of Buffalo Grove, Illinois Article 3: Scope of Performance Assurance Services Program (PASP) 3.1 PASP Services will commence on the Guarantee Date and shall be performed annually for the Performance Guarantee Period unless terminated earlier by CLIENT in accordance with terms and conditions of the Agreement. 3.2 SIEMENS will provide the following PASP Services and Deliverables: Water meter testing annually; One Annual Performance Assurance Report, to be provided within (90) calendar days of the anniversary of the Guarantee Date for the period of the PASP. Article 4: Scope of Services- Maintenance Services Program CLIENT has elected to self - implement maintenance, in accordance with manufacturers' recommendations and prudent industry standards. Therefore SIEMENS shall not perform any on -going maintenance services, although the Parties may negotiate a separate agreement for such services at a later date. CLIENT agrees that it will maintain the equipment per manufacturer specifications and that it will operate the Equipment in accordance with the Contracted Baseline described in Article 7 of Exhibit C. If CLIENT fails to properly maintain or operate the Equipment, per manufacturer's recommendations, which will be detailed in provided operations and maintenance manuals, SIEMENS shall have the right to modify the Performance Guarantee pursuant to Article 4 of the Agreement. By signing below, this Exhibit A is attached to and made a part of the Agreement between SIEMENS and the CLIENT. CLIENT: Village of Buffalo Grove, Illinois Signature: Printed Name: Title: nr_o i� Date: � � PP V " 8 EGAL KG:: "t'il 1.. G ARAM SIEMENS: Signature Printed Name Siemens Industry, Inc. PETER KUPS VOCE P nES!DPIIT Title: Date: i Zot SIEMENS: Siemens Industry, Inc. Signature:, Printed Name: David R. Mangano Title: 8F. ViCe President Date: r Page 10 of 10 Siemens Industry, Inc., Building Technologies Division Exhibit A - Scope of Work and Services v.1 Exhibit B — Payment Schedules Village of Buffalo Grove Article 1: Payment for Scope of Work 1.1 Price: As full consideration of the Work as described in Exhibit A, Article 1: Scope of Work, the CLIENT shall pay to SIEMENS $3,991,831.70 plus taxes if applicable. Table 1.1.1 Pricing is based on the following meter counts and unit pricing. Table 1.1.1 Item ntity Labor and material Unit Cost Extended Cost 5/8" x 3/4" Sensus iPERL Meter 1,934 $ 184.54 $ 356,904.29 5/8" x 3/4" Sensus iPERL Retrofit - Test Meters 26 $ 152.34 $ 3,960.97 3/4" Sensus iPERL Meter 8,244 $ 184.54 $ 1,521,364.53 3/4" Sensus iPERL Retrofit - Test Meters 38 $ 152.34 $ 5,789.10 1" Sensus iPERL Meter 912 $ 186.15 $ 169,766.67 1" Sensus iPERL Retrofit - Test Meters 5 $ 152.34 $ 761.72 1.5" Sensus R2 OMNI 397 $ 393.84 $ 156,353.61 2" Sensus R2 OMNI 264 $ 474.33 $ 125,223.32 2" Sensus C2 OMNI 2 $ 474.33 $ 948.66 3" Sensus C2 OMNI 63 $ 635.33 $ 40,025.84 4" Sensus C2 OMNI 26 $ 796.32 $ 20,704.23 6" OMNI Meter; 510M/520M Transmitter Only 5 $ 152.34 $ 761.72 Tower Infrastructure and Equipment installation 1 $ 72,553.24 $ 72,553.24 Project development 1 $ 100,130.79 $ 100,130.79 Performance and payment Bond 1 $ 20,256.00 $ 20,256.00 Streetlights 1 $ 1,222,189.00 $ 1,222,189.00 SCADA upgrades 1 $ 174,138.00 $ 174,138.00 Total $ 3,991,831.70 CLIENT continaency 1 $ 268,115.35 $ 268,115.35 CLIENT Purchased meters 1 $ 2,711,052.00 $ 2,711,052.00 Total Customer investment $ 6,970,999.05 Contract price is based on meter quantities in table 1.1.1, but the final contract price shall be calculated using the final contract quantities and the associated labor rate. These prices represent labor costs only, meters are to be supplied by the Client. Street lighting pricing shown in Table 1.1.1 is a not to exceed labor and material price. SCADA upgrades pricing shown in Table 1.1.1 is a not to exceed labor and material price. 1.2 Contract price adjustments: Table 1.2.1 Additional Items Quantity Labor and material Supply and install new communication wire Per item $ 85.92 Supply and install replacement 1/2" valve Per item $ 206.66 Supply and install replacement 3/4" valve Per item $ 206.66 Supply and install replacement 1" valve Per item $ 206.66 Supply and install grounding strap Per item $ 24.65 Labor hour) billed in 30 min intervals Per hour $ 132.78 Page 1 of 5 Siemens Industry, Inc., Building Technologies Division Exhibit B - Payment Schedules v. 2014 Exhibit B — Payment Schedules Village of Buffalo Grove Contract increases for the specific instances listed in table 1.2.1 shall be calculated using the associated labor and material rate. 1.3 Timely Payments: The CLIENT agrees to pay SIEMENS per monthly invoices. All invoices submitted to CLIENT shall include a description of the work performed and the total cost of such Work as it describes. These payments shall be memorialized in a Schedule of Values prepared by Siemens. The Schedule of Values shall be approved by the CLIENT within ten (10) days of its tender by SIEMENS, and CLIENT's consent shall not be unreasonably withheld. This Schedule of Values shall be tendered to the CLIENT within fourteen (14) days of the Effective Date. CLIENT agrees to pay all invoices submitted by SIEMENS per Article 8 of the Agreement. 1.4 Price and Scope Adjustments: The Price of three million nine hundred and ninety -one thousand eight hundred and thirty -one dollars and seventy cents ($3,991,831.70) in Exhibit B, Article 1.1 is based on information reasonably available to SIEMENS from the CLIENT respecting the various components of the Work required to perform the Work and the necessary number of meters and related equipment to fulfill the intention of the Project. (a) To the extent that the Project due diligence conducted once the Project commences indicates that, including those components of the Work described in Exhibit A, Section 1.1.the amount of water meters and related equipment to fulfill the intentions of the Project is greater than water meter, related equipment and labor price cost basis for the price of $3,991,831.70, SIEMENS agrees to make reasonable efforts to include all FIMS reasonably required for the Work defined in Exhibit A, as expanded, for the price of $3,991,831.70. If, following such efforts of SIEMENS, SIEMENS determines that due to water meter and related equipment and labor pricing it cannot include all the desired FIMs comprising the Work for $3,991,831.70, it will therefore be necessary to submit a change order request to the CLIENT for it's approval, which approval shall not be unreasonably withheld. (b) Any addition to the Work and attendant amendment of Exhibits A, B or C resulting from the acquisition of additional water meters or related equipment must be agreed upon by both Parties, which agreement and approval shall not be unreasonably withheld. After addition to the FIMS(s), the ultimate contract costs, cost of financing and PASP price shall not fall below the value of the guarantee performance savings identified in Exhibit C, even if Exhibit C is amended to reflect the adjusted scope of Work. (c) There will be no additional FIMS over those agreed to by the Parties as of the Effective date, unless the Parties agree to the same by way of mutually agreed Change Order. Article 1 of Exhibit B is attached to and made a part of the Agreement between SIEMENS and the CLIENT. CLIENT: Village of Buffalo Grove, Illin `5 Signature: Printed Name: TN�a1_ Sx�.Ct Title: Date: 1'PR Y . 8 L CAL "A; AIIAIM SIEMENS: Siemens Industry, Inc. Signature Printed Name: VIC:PRESIDENT Title: FIPMNIC¢ & USNIESS AG 11N S i Date: Signature: Printed David R. Mangano Name: Sr. Vice Pres;kdpnt Page 2 of 5 Siemens Industry, Inc., Building Technologies Division Exhibit B - Payment Schedules v. 2014 Exhibit B — Payment Schedules Village of Buffalo Grove Title: Date: Page 3 of 5 Siemens Industry, Inc., Building Technologies Division Exhibit B - Payment Schedules v. 2014 Exhibit B — Payment Schedules Village of Buffalo Grove Article 2: Payment for Performance Assurance Services Program (PASP) 2.1 Price: As full consideration of the Services as described in Exhibit A, Article 3, the CLIENT shall pay to SIEMENS the amounts identified in Table 13.2 plus taxes, if applicable, on the dates identified therein. 2.2 Performance Assurance Services Program Term: The term of the PASP shall commence on the Guarantee Date and shall extend for either: (a) the term of the Performance Guarantee Period where multi -year obligations are allowed; or (b) for twelve (12) month periods corresponding to the term of each Annual Period. 2.3 Automatic Renewal: Where the PASP term is limited to an Annual Period, the PASP shall automatically renew for successive Annual Periods beginning on the anniversary date of Guarantee Date. Either party may request to amend the PASP at the end of an Annual Period by giving the other party at least sixty (60) days prior written notice of such amendments and such amendment shall be mutually negotiated by the Parties and effective upon a written amendment signed by both Parties prior to commencement of the next Annual Period. Each automatic renewal shall be and remain subject to the terms and conditions of this Agreement. SIEMENS obligations under the Performance Guarantee are dependent upon and subject to the express condition that the CLIENT maintains the PASP during the entire Performance Guarantee Period. The CLIENT has the right to cancel the PASP pursuant to reasonable notice at any time. 2.4 Termination: See Section 4.7 of the Agreement. Table B.2 — Performance Assurance Program Pay went Schedule I Date Annual Payments ($) Payment Date 11/1/2015 $15,000 11/1/2015 11/1/2016 $15,300 11/1/2016 11/1/2017 $15,606 11/1/2017 11/1/2018 $15,918 11/1/2018 11/1/2019 $16,236 11/1/2019 11/1/2020 $16,561 11/1/2020 11/1/2021 $16,892 11/1/2021 11/1/2022 $17,230 11/1/2022 11/1/2023 $17,575 11/1/2023 11/1/2024 $17,926 11/1/2024 11/1/2025 $18,285 11/1/2025 11/1/2026 $18,651 11/1/2026 11/1/2027 $19,024 11/1/2027 11/1/2028 $19,404 11/1/2028 11/1/2029 $19,792 11/1/2029 11/1/2030 $20,188 11/1/2030 11/1/2031 $20,592 11/1/2031 11/1/2032 $21,004 11/1/2032 11/1/2033 $21,424 11/1/2033 11/1/2034 $21,852 11/1/2034 Page 4 of 5 Siemens Industry, Inc., Building Technologies Division Exhibit B - Payment Schedules v. 2014 Exhibit B - Payment Schedules Village of Buffalo Grove Article 2 of Exhibit B is attached to and made a part of the Agreement between SIEMENS and the CLIENT. CLIENT: Village of Buffalo Grove, SIEMENS: Siemens Industry, Inc. Signature: Illin Signature: C Printed Printed ,- :;Eli K, "tl1P3 Name: D'o—a- 4 Name: VICE PRESIDENT Title: 1Vi L't -kor- . a Title: Fl,�ANCE & BUbI�SE�S AU1�iNISTP?,;IIC"t Date: k zI (-% 1 �e Date: �S Lo t <� Signature: Printed Name: Title: David R. Msmgane Sr_ Vice Eresidenf Date: Field Operations / l 4 I Page 5 of 5 Siemens Industry, Inc., Building Technologies Division Exhibit B - Payment Schedules �f• vF FF� B� C:AL Vbt �) B K Tuts t.. ckAWAN v. 2014 Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois The following Articles and Tables are hereby included and made part of this Exhibit C: Article 1 Summary of Articles and Total Guaranteed Savings Article 2 Measurement and Verification Options Article 3 Performance Guarantee Period Responsibilities of CLIENT Article 4 Measurement and Verification Plan Article 5 Baseline Data Article 6 Utility Rate Structures and Escalation Rates Article 7 Contracted Baseline Data Attachment 1 Water Meter Manufacturer's Warranty Attachment 2 Bench Test Procedure Attachment 3 Baseline Consumption Data Attachment 4 Test Results Attachment 5 Annual Revenue Calculations Article 1: Summary of Articles and Total Guaranteed Savings Tal ble 1.1 - Total Guaranteed Savings U Performance Period Increased Billable Water and Sewer k al Natural Gas Saved Therms Construction 0 0 Annual Period 1 77,320 11,627 Annual Period 2 83,763 11,976 Annual Period 3 90,206 12,335 Annual Period 4 96,650 12,705 Annual Period 5 103,093 11086 Annual Period 6 109.536 13.479 Annual Period 7 115.979 13.883 Annual Period 8 122.423 14.300 Annual Period 9 128,866 14.729 Annual Period 10 135.309 15.171 Annual Period 11 141,753 15,626 Annual Period 12 148,196 16,094 Annual Period 13 154,639 16,577 Annual Period 14 161,083 17,075 Annual Period 15 167,526 17,587 Annual Period 16 167,526 17,587 Annual Period 17 167,526 17,587 Annual Period 18 167,526 17,587 Annual Period 19 167.526 17.587 Annual Period 20 167.526 17.587 Total 2,673,970 304,184 Page 1 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance nits) Exhibit C - Performance Assurance Village of Buffalo Grove, Illinois 1.1 Table 1.1 above shows the Annual Total Guaranteed Savings in units for each year of the Performance Guarantee Period. In order to achieve these unit savings, the CLIENT must operate the Facility in accordance with the Contracted Baselines identified in Article 7. Table 2.2 - Total Guaranteed Savings Costs Performance Period Billable waterlSewer Increase water Meter operational Savings Energy /Utility Savings Energy FIM Operational Savings Total Program Benefits Construction $0 $0 $0 $0 $0 Annual Period 1 $203,351 $60,528 $8,870 $97,621 $370,370 Annual Period 2 I $229,108 $62,344 $9,136 $100,550 $401,138 Annual Period 3 $256,601 $64,214 $9,410 $103,566 $433,791 Annual Period 4 $285,927 $66,141 $9,692 $106,673 $468,433 Annual Period 5 $317,189 $68,125 $9.983 $109.873 $505.170 Annual Period 6 $350,493 $70,169 $10.283 $113,169 $544.114 Annual Period 7 $385.955 $72.274 $10.591 $116.565 $585.385 Annual Period 8 $423.693 $74,442 $10,909 $120.062 $629.106 Annual Period 9 $463.832 $76,675 $11.236 $123.663 $675.406 Annual Period 10 $506,505 $78,975 $11,573 $127,373 $724,426 Annual Period 11 $551.849 $81.345 $11.921 $131,194 $776,309 Annual Period 12 $600.010 $83,785 $12,278 $135,130 $831,203 Annual Period 13 $651,142 $86,298 $12,646 $139,184 $889,270 Annual Period 14 $705,404 $88,887 $13,026 $143,360 $950,677 Annual Period 15 $762,964 $91,554 $13,417 $147,661 $1,015,596 Annual Period 16 $762,964 $91,554 $13,417 $147.661 $1.015.596 Annual Period 17 $762,964 $91,554 $13,417 $147.661 $1.015.596 Annual Period 18 $762.964 $91.554 $13.417 $147.661 $1.015.596 Annual Period 19 $762,964 $91,554 $13,417 $147,661 $1,015,596 Annual Period 20 $762.964 $91.554 $13.417 $147,661 $1.015,596 Total $10,508,846 $1.583,525 5232,058 $2,553,947 $14,878,373 1.2 Table 1.2 shows the CLIENT'S guaranteed cost Savings for each Annual Period that are extrapolated from the guaranteed energy /utility unit Savings shown in Table 1.1 by multiplying the energy /utility Savings by the Baseline energy /utility rates including the stipulated Escalation Rates found in Article 6. 1.3 SIEMENS cannot and does not predict fluctuations in utility rates or the cost of energy. Therefore, the CLIENT and SIEMENS agree that the energy /utility cost Savings for each Annual Period will be calculated by multiplying the verified units of energy /utility Savings by the Annual Period's stipulated energy /utility rate and Escalation Rates and not the Annual Period's actual utility rate. 1.4 It is the CLIENT's responsibility to bill and collect for all increased meter accuracies. Should the CLIENT decide to forgive any increased accuracy impact Page 2 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C - Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois outlined in this contract, it is at their sole discretion and shall not impact the benefit described herein. 1.5 The determination of energy /utility Savings will follow current best practice, as defined in the IPMVP, or the FEMP Guidelines where required, unless otherwise agreed to by the Parties. 1.6 The Performance Guarantee does not operate to guarantee the Savings per -FIM. Rather, the calculation of Savings is based on aggregate performance of all of the FIMs contained in the Project. The projected value of such aggregate performance is contained in Table 1.2 above representing the Total Guaranteed Savings as monetized. This Exhibit C, comprising twenty three pages, is attached to and made a part of the Agreement between SIEMENS and the CLIENT Article 1 of Exhibit CB is attached to and made a part of the Agreement between SIEMENS and the CLIENT. CLIENT: Viliag of Buffalo Grove, SIEMENS: Siemens Industry, Inc. Illin s Signature: Signature: t Printed Name:p,.�, 3�c4c, Printed Name: ,` r� Title: Title: FRIAt g1 & W;:cN Uc5S 411211!sT"T-fita Date: \ I� zo ty Date: iV47 m 1 � Signature: Printed Name: Title: David R. Mangano Date: Sr. Vice President Field Operations I'N BV EGAL i ARAM Page 3 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Article 2: Measurement and Verification ( "M &V") Options 2.1 There are five options to measure and verify energy /utility Savings: Option A - Retrofit Isolation: Key Parameter Measurement;. Option E- Stipulated is based on industry accepted engineering standards and is the Option used for purposes of calculating Operational Savings. Option A - Retrofit Isolation: Key Parameter Measurement. Savings are determined by field measurement of the key performance parameter(s) which define the energy use of the FIM's affected system(s) and /or the success of the Project. Measurement frequency ranges from short-term to continuous, depending on the expected variations in the measured parameter and the length of the reporting period. Parameters not selected for field measurement are estimated. Estimates can be based on historical data, manufacturer's specifications, or engineering judgment. Documentation of the source or justification of the estimated parameter is required. The plausible savings error arising from estimation rather than measurement is evaluated. If applicable, the predetermined schedule for data collection, evaluation, and reporting is defined in Exhibit A, Article 3- Performance Assurance Services Program. Option E — Stipulated: This Option is the method of measurement and verification applicable to FIMS consisting either of Operational Savings or where the end use capacity or operational efficiency; demand, energy consumption or power level; or manufacturer's measurements, industry standard efficiencies or operating hours are known in advance, and used in a calculation or analysis method that will stipulate the outcome. Both CLIENT and SIEMENS agree to the stipulated inputs and outcome(s) of the analysis methodology. Based on the established analytical methodology the Savings stipulated will be achieved upon completion of the FIM and no further measurements or calculations will be performed during the Performance Guarantee Period. If applicable, the methodology and calculations to establish Savings value will be defined in Section 4.6 of this Exhibit C. 2.2 Table 2.1 below summarizes the first Annual Period's Guaranteed Savings (See Article 1, Tables 1.1 and 1.2) utilizing the applicable Measurement and Verification Options as applied to the referenced FIMs valued pursuant to the agreed upon amounts identified in Article 6 hereof. Table 2.1 — Savings for First Annual Period by M &V Option Page 4 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois 2.3 Table 2.2 identifies the source of Operational Savings defined and quantified by the Parties. The Parties affirm that such amounts are Stipulated Savings for purposes of calculating Annual Realized Savings and acknowledge that the Guaranteed Savings identified herein have been based on CLIENT'S affirmation. OPERATIONAL SAVINGS SHALL NOT BE MEASURED OR MONITORED DURING THE PERFORMANCE GUARANTEE PERIOD. Page 5 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Energy /Utility Operational Savin s $ Savings $ M&V Options A E E Total Savings $ F11M Name Retrofit Isotal = Key Total Parameter EnergylUtility orType Moasuremont Stl ulated I &ev rI s Stipulated Water Meters $203,351 $0 $203,351 $60,528 $263,879 Street Lights $0 $8,870 $8,870 $77,411 $86,281 SCADA #2 $0 $0 $0 $4,873 $4,873 SCADA #3 $0 $0 $0 $15,337 $15,337 'totals $203,351 $8,870 $212,221 $158,149 $370,370 2.3 Table 2.2 identifies the source of Operational Savings defined and quantified by the Parties. The Parties affirm that such amounts are Stipulated Savings for purposes of calculating Annual Realized Savings and acknowledge that the Guaranteed Savings identified herein have been based on CLIENT'S affirmation. OPERATIONAL SAVINGS SHALL NOT BE MEASURED OR MONITORED DURING THE PERFORMANCE GUARANTEE PERIOD. Page 5 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Table 2.2 — Source of Operational Savings Table 2.3 — Details of Source of Operational Savings associated with Street Lighting Current Proposed # of 1436 1436 Replace Period r 3 Annual Equipment Cost/Year $15,358 $3,072 Labor Cost/Year Periods Annual Cost of Material/Year $34,411 $6,882 Savings Period $2,710 Totals Annual Are Savings FIM Descri oon Cost '$ Applied i Begin Reduction in labor due to water meters Water Meters reading and billing support being reduced $60,528 20 1 Reduction in labor and material costs due to longer lamps lights. Replacing gas lamps to Street Lights Solar LEDs will eliminate 2as bill. $77,411 20 1 Reduced nuisance calls as a result of detailed remote alarm notification and SCADA #2 system remote access $4,873 20 1 Eliminate double data entry by electronically SCADA #3 logging rounds data and syncing to database $15.337 20 1 Totals $158,149 Table 2.3 — Details of Source of Operational Savings associated with Street Lighting Page 6 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Current Proposed Total No. Fixtures 1436 1436 Replace Period r 3 15 Equipment Cost/Year $15,358 $3,072 Labor Cost/Year $33,442 $6,688 Cost of Material/Year $34,411 $6,882 Re-lamp Option Cost/Year $13,552 $2,710 Totals $96,763 $19,353 Savin` sl ear $77,411 Page 6 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois 2.3 2.4 Table 2.4 — Details of Source of Operational Savings associated with SCADA Hourly Cost of Labor Current Pro osed $55.37 $55.37 Nuisance Alarm Site Visits 24 8 Average Evaluation Time 4 hours 1 hour Annual Rounds Data Entry Hours 416 hours 139 hours Annual Cost of Labor $28,349 $8,139 Savingslyear $20,210 SIEMENS has explained to the CLIENT and the CLIENT understands how Operational Savings are incorporated into the Annual Realized Savings. The Escalation Rate applicable to the Operational Savings is 3.0 %. BY SIGNING BELOW, THE PARTIES CONFIRM THAT THEY HAVE REVIEWED THE INCLUDED MEASUREMENT AND VERIFICATION OPTIONS AND THEIR APPLICATION TO BE USED IN CALCULATING SAVINGS UNDER THE AGREEMENT. CLIENT: Village of Buffalo Grove, SIEMENS: Siemens Industry, Inc. Illin is air - _U k: Printed Name: Printed Name: -::: Title: ,.,j, A- 4 Title: ME PRESIDENT Date: 1Z -Z.1b t4 Date: MAKE & BUSINESS Sri 13TR TI td t ZOI SIEMENS:emens Ind stry, Inc. Printed Name: Title: Mangano Date: L+ n.,,. - -• -- /c� j PP O 64' AL (; to I?ITI1 E. C: ARAM Page 7 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Article 3: Performance Guarantee Period Responsibilities of the CLIENT In addition to the CLIENT'S responsibilities under Article 6 of the Agreement, this Article details the responsibilities of the CLIENT in connection with the management and administration of the Performance Guarantee. 3.1 The CLIENT will provide a representative at each Facility to coordinate work and provide the required data described below. 3.2 The CLIENT will provide SIEMENS with accurate Facility operating information (as defined below and Article 7 of this Exhibit C) during each Annual Period, within 60 days as such information becomes available to the CLIENT, as well as knowledge or provision of (a) Any Material Change to energy consuming or regulating equipment, operating schedules, business /services conducted occupancy, or hours of operation. (b) Any malfunctions, failures and related changes in energy consuming or regulating equipment. Any damage to, destruction of, or condemnation of the Work. (c) Executed preventive maintenance and repair records. (d) Energy usage and cost. (e) Annually provide copies of all water, sewer, and electric rate schedules used for billing during the previous 12 month period if changed from the previous year. (f) Annually provide monthly number of water meter accounts. Client must annually provide Siemens with a list of all water accounts in system with the following in the list (Privacy limitations apply as within local, state and federal regulations and the information shall only be used for the sole purpose of this agreement.): • Monthly Metering Dates (specific 12 month period requested by Siemens) • Monthly Billing Dates (specific 12 month period requested by Siemens) • Monthly Billed Water (specific 12 month period requested by Siemens) • Meter Register Serial Number • Meter Installation Date • Meter Size (3/4, 1 ", 2" etc.) • Last Meter Reading • Last Meter Read Date • Meter Read Units (kgal, hgal, gallons etc) • Multiplier on Readings (x10, x100, x1000, etc.) • Meter Manufacturer Brand • Meter Type (PD / Turbine /Compound) • Transceiver Number • Account Number • Name of Account Holder • Account Service Address • Account Type (irrigation etc.) • Account Type (Residential, Commercial etc.) • Account Status (Active / Inactive etc.) Page 8 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois • Sewer Charges Apply (Y /N) • Water Rate Code • Sewer Rate Code • Billed Amount for Water $ (specific 12 month period requested by Siemens) • Billed Amount for Sewer $ (specific 12 month period requested by Siemens) 3.3 The manufactures warranties are conveyed to the CLIENT as conveyed to SIEMENS. See Attachment 1- Water Manufacturer's Meter Warranty, for the manufacturer's water meter warranty. 3.4 A baseline adjustment will be made to the Siemens Guarantee if it is found that the Water Meter and AMI System are not properly maintained per manufacture requirements as defined in the manufactures operations and maintenance manuals. 3.5 CLIENT shall be responsible for maintaining the water meter database to include but not limited to meter replacements, meter repairs, meter disconnects, new meter installs and attendant changes to the infrastructure upon which the water meters rely. 3.6 CLIENT will maintain water quality levels on an annual basis equal to or greater than standards outlined by the State of Illinois and provide SIEMENS a copy of annual water ratings. 3.7 If applicable, the CLIENT will provide SIEMENS with copies of utility bills within 60 days of receipt by the CLIENT or provide access to utility vendor information to allow SIEMENS to include a utility bill analysis in the Annual Performance Assurance Report. The utility bill analysis does not take the place of the Measurement and Verification Plan identified in Article 4 of this Exhibit C and is not used to measure the Project's performance. 3.8 CLIENT will annually facilitate and coordinate utility meter testing including providing a listing of all meters installed in the system, providing access, notification and scheduling of meter replacements as deemed necessary by the CLIENT. Page 9 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Article 4: Measurement and Verification ( "M&V ") Plan The following information is applicable to this Agreement: Article 4.1 General Overview Article 4.2 Option A - Retrofit Isolation: Key Parameter Measurement Article 4.6 Option E - Stipulated- Energy /Utility Savings 4.1 General Overview — The purpose of the M &V Plan is to identify the methods, measurements, procedures and tools that will be used to verify the Savings for each FIM which has energy /utility Savings. Savings are determined by comparing prior usage, consumption or efficiencies (defined as the "Baseline ") against the post -FIM implementation usage, consumption or efficiencies. The Baseline usage, consumption or efficiencies are described in this Exhibit C, Article 5. The post - FIM implementation usage, consumption or efficiencies is defined as the Contracted Baseline and are described in this Exhibit C, Article 7. 4.2 Option A - Retrofit Isolation: Key Parameter Measurement 4.2.1 Water Meters Description The underlying premise of the Performance Guarantee and the M &V process is that SIEMENS expects a new, positive displacement, residential or commercial type water meter to mechanically wear in response to two primary factors: the amount of cumulative water and age. The meters with greater amounts of cumulative water measured at any given time are likely to be less accurate than meters with lower accumulated reading meters due to increased wear accompanying the increased amount of measured water. The meters with greatest total water flow through the meter are likely to be less accurate than meters with lower total flow through the meter. Secondly, age can be a contributing factor in meter accuracy. In the M &V phase, the bulk of the meters will be the same age. Thus targeting high cumulative flow meters each year as the sampling approach for the total population of meters provides at least three levels of benefit: first, the meters with the highest cumulative flow are likely to be the meters closest to falling out of warranty so these are the best candidates for replacement; second, the meters with the highest cumulative flow are expected to be the lowest accuracy meters and if they pass the guarantee threshold, there is little doubt that the overall system meets the guarantee; and thirdly, replacement of the lowest accuracy meters with new calibrated meters provides an improvement to the overall system accuracy. This methodology is further discussed in the "Calculations" section below. Apparent water losses are non - physical losses that occur in utility operations due to meter inaccuracies and systematic data handling errors in billing systems; thus minimizing this apparent water loss yields an increase in billable water. External influences may affect the predicted increase in billable water and the associated revenue. These influences may come from reductions in water and sewer rates or reductions in overall consumption relative to the Baseline Period. Mandatory water use restrictions, drought conditions, and change of customer or business Page 10 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois type are other factors beyond SIEMENS control that may affect the realized increase in billable water. Variables such as decreases in water rates, reduction in overall customer consumption, or weather conditions may affect the amount of increased billable water and associated revenue through no fault of SIEMENS or the Project, thus SIEMENS GUARANTEES THE PERFORMANCE OF SIEMENS - INSTALLED WATER METER ACCURACIES PRESENTED IN ARTICLES 5 AND 7. Calculations Accuracy testing will be performed annually for the length of the PASP term on a target sampling of meters to provide assurance that the overall meter system is maintaining the desired level of accuracy. The meter information will be tested to American Water Works Association (AWWA) standards and the sampling approach provides a high confidence level that the system is maintaining the desired accuracies. SIEMENS will remove and replace a sample of meters from each of the following groups for accuracy testing. This sample of meters is selected based upon the group of meter sizes and types listed below: 5/8" iPERL meters; 3/4" iPERL meters; 1" iPERL meters; The accuracy tests are to be based on AWWA standards for testing residential water meters per AWWA Manual M6 fifth edition and performed in accordance to the Sensus iPERL Recommended Bench Test Procedure included as Attachment 2 to this Exhibit. The formulation for that testing is as follows: For a true test of a water meter at all flow rates, AWWA standards specify first testing low, medium, and high flow rates and then calculating the aggregate meter efficiency by weighted formula. For PD meters, the three test points (High, Med, and Low flow) are weighted 15 %, 70 %, and 15 %. The formula for meter accuracy is as follows: (15% x Measured Efficiency @ High flow) + (70% x Measured Efficiency @ Medium flow) + (15% x Measured Efficiency (@ Low flow) Average Weighted Efficiency of the Meter* (*reference: AWWA Meter Manual M6, Fifth Edition; pg 54, "Meter Testing ") The iPERL meters will be bench tested in a laboratory which requires they be pulled and replaced with new meters each time tested. All tested meters that pass the accuracy limits for warranty purposes will be returned to the CLIENT for reuse in the next year's M &V testing process. For meters that are outside the acceptable meter performance parameters as determined by the meter manufacturer warranty, SIEMENS will return the meters for repair or replacement under warranty and ultimately return to the CLIENT's inventory. The quantity of meters to be tested will be selected based upon a confidence and precision level of 80% and 20% respectively. The sampling guidelines of Table 4.1 will be used to select the appropriate number of meters to be tested. Page 11 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Table 4.1 Sam lin Guidelines Confidence 80% Precision 20% Population Number of Samples 1 1 2 2 3 3 4 3 5 -6 4 7 -9 5 10 -13 6 14 -19 7 20 -29 8 30 -49 9 50 -110 10 >110 11 The total count of meters to be tested is the sum of the targeted sample for each group of meters. The calculation of total additional water billed resulting from the meter retrofit project will be based on the ratio of the tested accuracy of the new meters and the average accuracy of the old meter population less 1. The accuracy ratio less 100% is multiplied by the Baseline annual cumulative water registered for the system or meter size grouping (Table 5.2), as applicable. The result is the amount of increased billable water for the system or that meter group. This process is repeated for each meter group in the baseline listing, if applicable. The sum of these amounts of increased billable water is the total amount of increased billable water for guarantee. This calculated amount of increased billable water is compared to the amount of increased billable water guaranteed. If the calculated amount is higher than the guaranteed accuracy, then the Performance Guarantee is deemed achieved for that Annual Period. Both water and sewage revenue associated with the increased billed water calculated will be included in the revenue reconciliation and are considered part of the Performance Guarantee. This approach ensures the CLIENT that the projected performance will be maintained throughout the Performance Guarantee Period. From a calculation perspective, the estimated billable water increase and associated value is found from: n MeteredWaterincrease = I �P°S`'i —100% x Water base — billet j 77baseJ rr MeteredWaterincrease$ _ [MeteredWaterincreasei x (Mater + $Seweri A Z =1 Where: npostj = average tested meter accuracy for group I Page 12 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois nbasej = average baseline meter accuracy for group I from Table 5.2 Waterbase- billed,l = the baseline annual cumulative water registered for group I, kgal Mete redWaterincrease = total increased billable water, kgal $Wateri = Cost per kGal of water sold to customers in group i from Article 6 $Seweri = Cost per kGal of sewerage sold to customers in group i from Article 6 Mete redWaterincrease$ = estimated total increased billable water revenue If the average of the meters tested within any Annual Period is above the guaranteed accuracy listed in Table 7.1 — Water Meter Accuracy, the meter accuracy will be deemed acceptable. In the event that the average tested meter accuracy is below the guaranteed accuracy, SIEMENS will perform the calculation procedure identified in 4.2 to identify the average system or subsystem accuracy. If the weighted average accuracy within any Annual Period is above the guaranteed accuracy listed in Table 7.1 — Water Meter Accuracy, the meter accuracy will be deemed acceptable. In the event that the average system accuracy is below the guaranteed accuracy, SIEMENS will conduct a review of the test data. Any test meter that tests below the manufacturer's accuracy guarantee will be repaired or replaced through the manufacturer's warranty process. An additional round(s) of testing at SIEMENS' expense may be conducted to determine if the increased precision and accuracy of the sample affects the resultant system accuracy. If the first additional round of testing is performed and SIEMENS determines that the results do not prove to be equal or greater than the guaranteed accuracy, SIEMENS may discontinue the testing. If the meters are performing below the guaranteed accuracy range as defined in Table 7.1 — Water Meter Accuracy, SIEMENS will accept the financial responsibility as calculated in the Annual Performance Assurance Report. The revenue calculation will be based on the difference between the guaranteed accuracy as defined in Table 7.1 — Water Meter Accuracy and the weighted average accuracy for that Annual Period as further defined in Section 4.2.1. The revenue calculation will be based on the dollar rate schedule contained in the Baseline data listed below in Table 6.1.3 — Water /Sewer rate structures. Population, installed meters and the interaction of the two are the key indicators that the capability of the water system to sell water is maintained. Population = 41,715 as of 2012 *Data provided by United States Census Bureau If the population increases, it is reasonable to assume that the water consumption may increase. Alternately, if the population decreases, it is reasonable to assume the CLIENT water consumption may decrease through no fault of SIEMENS. Installed meters = 11,916 *Refer to Exhibit A for Quantities by Size If the number of installed meters increases, it is reasonable to assume that the water consumption may increase. Alternately, if the meter population decreases, Page 13 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois it is reasonable to assume the CLIENT water consumption may decrease at no fault of SIEMENS. The amount of annual rainfall can affect the overall consumption by the residents, by changing the amount of irrigation required to keep their lawns healthy. A 2 Year consumption history was obtained from the CLIENT. A 2 year average of residential consumption was used as the baseline consumption for this project. This 2 year period is not the same for each account. Therefore the precipitation for the baseline period is a 2 year average with a period from March 2012 through February 2014. For the Baseline Period the amount of precipitation was: Baseline Actual Precipitation = 35.4 inches from closest weather station in the Greater Chicago Area 'Source: NOAA.gov, Chicago, IL, Extreme, Normals, and Annual Summary The 30 year average annual rainfall for CLIENT'S location is approximately 36.41 inches, based on data provided by the National Oceanic and Atmospheric Administration (NOAA). If the rainfall increases, there may be less water use for irrigation; conversely if it is a particularly dry year, there may be an increase in irrigation. As a result of any water restrictions imposed by the CLIENT or its water authority, there may be less water use for irrigation, even though the lack of rain and higher temperatures may trend otherwise. The population and the number of installed meters are key indicators of the capability of the system to provide water. However, if one is reduced and the other increases, a method to evaluate whether the system's capability has increased or decreased may be required. SIEMENS will use Table 4.2 to evaluate whether the system capacity has effectively increased or decreased. The basis of the calculation is that meter size is an indication of cross sectional flow area. If the flow area is greater, then it is reasonable to assume that more flow can be provided than through smaller meters. The potential for sufficient increased revenues for the CLIENT from water and sewer charges will be confirmed to meet or exceed the Baseline revenues by verifying that the meter size calculation as presented in Table 4.2 for any Annual Period is greater than or equal to the Baseline Period. If any of these factors are not maintained, the actual volume of the water sold cannot be tied to accuracy improvements and any comparison to actual sold water is not valid. Table 4.2 Page 14 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Base Year Base Year Completed Post Installation Post Year Size Number of Calculation Calculation Year Number of Calculation Post Calculation Meters Motors 0.625 x 765.625 x 0.625 1,960 0.625 x 1960 766 AAA 765.625 x 0.390625 x AAA = AAA = 0.75 x 0.75 x 4658.625 x 0.75 8,282 4,659 BBB 4658 625 x 0 5625 x BBB 8282 = BBB = T 917 1 x 1 x917= 917 CCC 917x917x 1xCCC CCC = TOTALS 11,159 6,341 SUM(AAA.JJJ) Sum IF SUM a 6341.25 then the system capacity is assumed greater or equal to the base year. 4.2.1.1 Parameters to be maintained during the Performance Guarantee Period are: (a) Water quality at or above average quality over the most recent 12 month period; (b) Source of water supply at or above average quality water over the most recent 12 month period from previous source of water supply used; (c) Water distribution integrity at or above Baseline maintenance levels; and, (d) Meter /AMI system compatibility with the new system. 4.2.1.2 The meter performance Baseline used for ongoing comparison of future meter test results is as follows: (a) Baseline Period = an average of 2 years worth of consumption data provided by the CLIENT. The start/stop dates for each account varies and spans from March 2012 through April 2014. (b) The Summary report used in the baseline consumption analysis is included as Attachment 3 - Baseline Data. (c) The baseline meter testing data are included as Attachment 4 - Baseline Meter Test Results. (d) The calculated annual billable usage increase is included as Attachment 5 — Annual Revenue Calculations. (e) The CLIENT's water and sewer billing rate schedules in force at the beginning of installation are used for revenue calculations and are documented in Article 6. This will be the basis used for any financial calculations henceforth, not a water billing rate schedule from any other year. (f) Total population (people) in the water service area at the beginning of this guarantee period was 41,715 based on estimates for 2012 based on the United States Census Bureau. 4.2.1.3 The Baseline Period is an average of 2 years worth of consumption data provided by the CLIENT. The start/stop dates for each account varies and spans from March 2012 through April 2014. 4.2.1.4 Baseline number of meters and sizes is documented as part of the Baseline. This is to assure that variances in installed meter counts and associated meter sizes are not inconsistent with the Baseline. SIEMENS does not assume responsibility for loss of water consumption within the water district due to declines in installed capability to supply water. Page 15 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois 4.2.1.5 Baseline period population (people) is documented as part of the Baseline. This is to assure that variances in population increases or declines are not considered in the Baseline. SIEMENS does not assume responsibility for loss of water consumption within the CLIENT'S corporate boundaries due to population declines. 4.2.1.6 Meter testing was performed on a representative sampling of meters to provide the pre- measurement system average level of accuracy for all meters. The meters were tested to AWWA standards and the sampling approach provides a high confidence level that the meters are indeed inefficient with comparison to new meter accuracies. The CLIENT provided a complete account download of historical data for each metered account including monthly consumption, meter size, meter installation data, meter serial number, billed charges, account number, account ID, etc. Based on AWWA guidelines for meter sampling and testing, a random sample of the meters were selected, removed from service, delivered to a third -party testing facility with the results presented in Attachment 3- Baseline Meter Test Data. The accuracy tests are to be based on AWWA standards for testing residential water meters per AWWA Manual M6. For a true test of a water meter at all flow rates, AWWA standards recommend first testing low, medium, and high flow rates and then calculating the aggregate meter efficiency by weighted formula. The three test points (High, Med, and Low flow) are weighted 15 %, 70 %, and 15% for PD meters. The formula for PD meter accuracy is as follow: (15% x Measured Efficiency @ High flow) + (70% x Measured Efficiency @ Medium flow) + (15% x Measured Efficiency (@_ Low flow) Average Weighted Efficiency of the Meter* ( *reference: AWWA Meter Manual M6, Fifth Edition; pg 54, "Meter Testing ") 4.2.1.7 New meter accuracy is based upon the manufacturer warranty. For the Sensus iPERL meter, the manufacturer guarantees new meter accuracy for a period of 20 years. The Siemens guaranteed accuracy is more conservative. Articles 5 and 7 show the estimated efficiencies of the meters throughout Performance Guarantee Period. 4.3 Option E — Stipulated - Energy /Utility Savings 4.3.1 Street Lighting Retrofit Description Replace (33) gas lamps with solar light emitting diodes (LEDs) as detailed in Exhibit A. The natural gas bill will be eliminated. Calculations Natural gas savings is equal to the annual natural gas usage as detailed in the utility bill. The annual usage will be saved as the natural gas bill will be eliminated. Page 16 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Calculations Variables Index none Measurement or Reference Tables None Responsibility for SIEMENS and CLIENT SIEMENS and CLIENT agree to the stipulated savings and no further measurements will be taken. Specifications on Measurement Tools None Page 17 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Article 5: Baseline Data 5.1 The year selected as the Baseline Period is an average of 2 years worth of consumption data provided by the Village. The start/stop dates for each account varies and spans from March 2012 through April 2014. Table 5.1 outlines the water volumes metered during this Baseline Period for each billing tier. This Baseline Period's water consumption will be used as the reference for comparing the calculated metered water volumes during the Performance Guarantee Period in order to determine the Annual Realized Savings. Table 5.1 — Baseline Metered Water Volume for Each Billin TIER NUMBER Water - All Residential TIER NAME 2 1 Sewer — All Village Residential Tier Vpre [kgal] Metered Data @ current accuraci 1,230,671 1,230,671 Note: Column Vpre is baseline data for baseline time period at current accuracy of 95.5% (weighted average of 5/8 ", 3/4" and 1" meters) As previously mentioned, the calculation of total additional water billed resulting from the meter retrofit FIM will be based on a comparison between the average efficiency of the old meter population (those meters in the Baseline) and the tested efficiency of the new meters. The increase in efficiency (differential meter efficiency) is multiplied by the Baseline annual cumulative water for the system or meter size grouping, as applicable. The result is the amount of recaptured water for the system or that meter group. The table above shows the results of the Baseline analysis and shows the amount of recaptured water for the system associated with the given meter sizes and classifications. This process is repeated for each meter group in the Baseline listing, if applicable. The sum of these amounts of reclaimed water is the total amount of unbilled water under the Performance Guarantee. The water meter Baseline accuracy for each year of the Performance Guarantee Period is defined in Table 5.2 Page 18 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C - Performance Assurance Village of Buffalo Grove, Illinois Table 5.2 - Existing Meter Accuracy Existing Meter Accuracy - Test Data Item Description Baseline Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 1 Water - All 95.50% 95.50% 95.25% 95.00% 94.75% 94.50% . 94.25% 94.00% Residential Sewer - All 2 Village 95.50% 95.50% 95.25% 95.00% 94.75% 94.50% 94.25% 94.00% Residential Existing Meter Accuracy - Test Data Item Description Year 8 Year 9 Year Iii' Year Year 12 Year Year Year 15 1 Water - All Residential 11 13 14 1 Water - All Residential 93.75% 93.50% 93.25% 93.00% 92.75% 92.50% 92.25% 92.00% Sewer - All 2 Village 93.75% 93.50% 93.25% 93.00% 92.75% 92.50% 92.25% 92.00% Residential Existing Meter Accuracy - Test Data Item Description Year 16 Year 17 Year 18 Yea Year 20 1 Water - All Residential 92.00% 92.00% 92.00% 92.00% 92.00% Sewer - All 2 Village 92.00% 92.00% 92.00% 92.00% 92.00% Residential Equation 5.1 - Baseline System Accuracy SApre = 93.2% - 5/8" Meters SApre = 96.8% - 3/4" Meters SA re = 97.1% - 1" Meters SA re Weighted = 95.5% All Meters 5/8 ", %" and 1„ Page 19 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C - Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Street Lights: The Village of Buffalo Grove has a Gas Lamp community which will be converted to Solar LEDs. The following table shows the natural gas consumption from September 2013 through August 2014. This Baseline consumption will be eliminated once the solar lights are implemented since there will no longer be a need for natural gas. Current natural Gas lamps are on at all times, 24 hours per day and 7 days per week. Table 5.3 - Street Lights Basefine Utilit y Consumption Month Natural Gas Therms Jan -14 969 Feb -14 969 Mar -14 929 Apr-14 1025 May-1 4 929 Jun -14 961 Jul -14 1025 Aug-14 928 Sep-1 3 961 Oct -13 993 Nov -13 969 Dec -13 969 5.2 The operating practices during the Baseline Period determine the utility consumption shown in Table 5.1. This data indicates the operating characteristics that were in effect during the Baseline Period. The Guaranteed Savings provided under this Agreement are based on the efficiencies gained by implementing the Work and implementing the Contracted Baseline in Article 7 of this Exhibit C. 5.3 Applicable codes - Federal, State, County or Municipal codes or regulations are applicable to the use and operation of the Facility. SIEMENS will maintain the current level of Facility compliance relative to applicable codes. Unless specifically set forth in the Scope of Work and Services, Exhibit A, nothing herein should be construed as to require SIEMENS to provide additional work or services in the event that the current applicable code or regulation is modified. 5.3.1 Current code compliance: Not Applicable. 5.3.2 Code changes: In the event code changes are made after execution of the Agreement, SIEMENS reserves the right to adjust its pricing to accommodate the new code requirements. Page 20 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit C - Performance Assurance Village of Buffalo Grove, Illinois Article 6: Utility Rate Structures and Escalation Rates 6.1 Utility costs used for Savings calculations will be based on the utility rates and rate escalation percentages, as provided in the table(s) below. Each escalation rate will be applied annually to the utility rate. Water: Table 6.1 shows the water and sewer rates that are applicable to this project. For cash flow calculations, the water and sewer rates will be assumed to escalate at a rate of 4% per year. Table 6.1 - Water and Sewer Rate Structure 4% 4% 4% 4% Rate Structures 4% 4% Item Description Year 8 Year 9 Year Rate Increase Percentage 0% 0% 4% 4% 4% 4% 4% 4% Item Description Baseline Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 1 Water -All Residential $4.21 $4.21 $4.38 $4.55 $4.74 $4.93 $5.12 $5.33 2 Sewer - All Village Residential $1.05 $1.05 $1.09 $1.14 $1.18 $1.23 $1.28 $1.33 Rate Structures Rate Increase Percentage 4% 4% 4% 4% 4% 4% 4% 4% Item Description Year 8 Year 9 Year Year Year Year Year Year 10 11 12 13 14 15 1 Water - All Residential $5.54 $5.76 $5.99 $6.23 $6.48 $6.74 $7.01 $7.29 2 Sewer - All Village Residential $1.38 $1.44 $1.49 $1.55 $1.62 $1.68 $1.75 $1.82 Rate Structures Rate Increase Percentage 4% 4% 4% 4% 4% Item Description Year 16 Year 17 Year 18 Year 19 Year 20 1 Water - All Residential $7.58 $7.89 $8.20 $8.53 $8.87 2 Sewer - All Village Residential $1.89 $1.97 $2.05 $2.13 $2.21 Street Lights: Table 6.2 shows the Natural Gas consumption of the gas lamp community that will be converted to solar LEDs. Table 6.2 Buffalo Grove Street Lights Natural Gas Utility Name: Nicor Gas Rate 4: Commercial Service Rate Structure: $0.76 per Therm Rate Escalation: 3% per Annual Period Page 21 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C - Performance Assurance Exhibit C - Performance Assurance Village of Buffalo Grove, Illinois Article 7: Contracted Baseline Data 7.1.1 The following table details the water operating parameters that are required to be implemented on the Guarantee Date or on such time as agreed upon by the Parties. This specific configuration of Facility operating parameters is the Contracted Baseline and failure of the CLIENT to maintain the Contracted Baseline may result in a Material Change which may require a modification of the Performance Guarantee pursuant to Article 4 of the Agreement. Table 7.1 - Water Meter Accuracy Proposed Meter Accuracy - Guaranteed Values Item Description Baseline Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 1 Water - All 98 .50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% Residential Sewer - All 2 Village 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% Residential Proposed Meter Accuracy - Guaranteed Values Item Description Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 1 Water - All 98 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% .50% Residential Sewer - All 2 Village 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% Residential Proposed Meter Accuracy - Guaranteed Values Item Description Water - All Residential Sewer - All 2 Village Residential Year 16 Year 17 Year 18 Year 19 Year 20 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 98.50% 7.1.2 Street Lighting: The proposed solar LED street lights will operate on a dusk to dawn schedule utilizing solar power. Page 22 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C - Performance Assurance Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois This Exhibit C is attached to and made a part of the Agreement between SIEMENS and the CLIENT. BY SIGNING BELOW, THE PARTIES CONFIRM THAT THEY HAVE REVIEWED THE INCLUDED MEASUREMENT AND VERIFICATION OPTIONS AND THEIR APPLICATION TO BE USED IN CALCULATING SAVINGS UNDER THE AGREEMENT. CLIENT: Village of Buffalo Grove, SIEMENS: Siemens Industry, Inc. Illinois Signature: Printed Name: p,LX- .(4c, Title: Date: t 2 r q zo Signature: Printed PETER KA APS Name: VICE Pi;HIPIENT Title: FINANCE & FUSIId,SS ;Z,: ',INISTRATICf! Date: i(5'IZo1S SIEMENS: Siemens Industry, Inc. Signature5, Printed DaAdd R Mangano Name: Sr. Vice PMstdent. Title: Field Operations Date: PPI�Q EI I31r .GAL KFITII E. GRAFIAM Page 23 of 23 Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Exhibit D — CLIENT Direct Purchase Procedure Village of Buffalo Grove, IL. CLIENT Direct Purchase Procedure The CLIENT shall, directly purchase materials, and equipment involved in the project pursuant to this Exhibit D, as listed in the HD Supply Waterworks Buffalo Grove Consortium Contract Price Schedule dated December 2, 2014 which Schedule is attached hereto and made a part hereof as Attachment 1 to this Exhibit B. These items are referred to herein as the "Direct Purchase Items." 2. Within 30 days of the Effective Date of the Agreement, CLIENT shall commence purchase of the Direct Purchase Items. 3. SIEMENS is responsible for specifications, material receipt, inspecting shipments of the Direct Purchase Items, and with determining if the Direct Purchase Items are in accordance with the specifications. SIEMENS retains all risk and responsibility for storage and installing the Equipment, including the Direct Purchase items and for maintaining the Project schedule, assuming prompt order and delivery of the listed items. The Direct Purchase Procedures in no way affects the obligation of SIEMENS to meet all of the terms and conditions and all provisions and technical specifications of the Agreement, except to the extent that the same effect SIEMENS project schedule. SIEMENS shall be responsible for insuring the Direct Purchase Items and all other materials and items in its care, custody and control, regardless of whether directly purchased by the CLIENT or not. 4. The Direct Purchase Items shall be ordered by CLIENT by issuance of a direct purchase order to the seller of the Direct Purchase Items (the "Vendor) at the price proposed for that item in Attachment 1 to this Exhibit B. 5. It will be CLIENT's sole and complete responsibility to properly expedite and follow up on direct purchase orders, thereby assuring delivery of the item as ordered and at the time and place needed by SIEMENS. 6. SIEMENS shall take delivery, unload, store and install the Direct Purchase Items purchased on the Direct Purchase List and protect and maintain in proper condition the Direct Purchase Items; and work with the Vendor, as assisted by the CLIENT, to repair, replace, and make good any defect therein without cost to the CLIENT, until such time as the Work has been completed and Acceptance by the CLIENT has occurred. CLIENT, with SIEMENS support and assistance, will be responsible for undertaking and completing any returns of Direct Purchase Items, and working with the Vendor to effectuate any warranties for defective materials or equipment, or resolving any problems related to the Direct Purchase Items. SIEMENS will coordinate corrective action. SIEMENS shall not be responsible for warranting the Direct Purchase Items to the CLIENT, however, SIEMENS shall be responsible for assisting the CLIENT (not including maintenance of the equipment) in maintaining the Vendor's warranty of the material or equipment comprising such items. SIEMENS shall maintain records of all Direct Purchase Items received and incorporated into the Work and provide the CLIENT with a monthly accounting. CLIENT shall provide its best efforts to enforce, in collaboration with SIEMENS, representations and warranties associated with Direct Purchase Items. All warranties respecting the Direct Purchase Items shall be the manufacturer's warranties. .7. CLIENT shall be responsible for the prompt ordering and the coordination of the shipment and delivery by the Vendor of the Direct Purchase Items to SIEMENS. Delivery shall be made at or before the desired delivery date and the designated locations for the Direct Purchase Items as set forth in the Notice for Directed Purchase Items ( "Notice ") provided by Siemens within thirty (30) days of the Effective Date, Siemens shall notify the CLIENT each time SIEMENS receives shipment of Direct Purchase Items and Equipment. Page 1 of 3 Siemens Industry, Inc., Building Technologies division Exhibit D — Owner Direct Purchase Procedure v.051011 Exhibit D — CLIENT Direct Purchase Procedure Village of Buffalo Grove, IL. By signing below, this Exhibit D and Attachment 1 are attached to and made a part of the Agreement between SIEMENS and the CLIENT. CLIENT: Vill a of ffalo Grove, IL Signature: Printed Name: Title: Date: z "R I SIEMENS: S% ens Industry, Inc. Signature:��,�s Printed PETFR'(P ,f's 4 Name: Title: lj 1cYArA4 - rte i )l Date: l '+ SIEMENS: Siemens Industry, Inc. Signature: Printed Name: David R. Mangano Title: Sr. Vice President Date: Field Operations /t" / i's, Page 2 of 3 Siemens Industry, Inc., Building Technologies division Exhibit D — Owner Direct Purchase Procedure PP Il LEGAL KEITIJ E. G tAHAM v.051011 Exhibit D — CLIENT Direct Purchase Procedure Village of Buffalo Grove, IL. Exhibit D Attachment 1 HD Supply Waterworks Buffalo Grove Consortium Contract Price Schedule dated December 2, 2014 Page 3 of 3 Siemens Industry, Inc., Building Technologies division Exhibit D — Owner Direct Purchase Procedure v.051011 Date: December 2, 2014 Proposing Firm: HD Supply Waterworks Village of Buffalo Grove 51 Raupp Boulevard Buffalo Grove IL. 60089 Buffalo Grove Consortium Contract Price Schedule Item Quantity Unit Price Total 5/8 "x 1/2" or 3/4 "S WERL 1934 $95.00 $183,730.00 3/4" WERL 8244 $108.00 $890,352.00 1" WERL 912 $140.00 $127,680.00 1 1/2" OMNI R2 397 $350.00 $138,950.00 1 1/2" OMNI C2 0 $975.00 $0.00 2" OMNI R2 264 $490.00 $129,360.00 2" OMNI C2 2 $968.00 $1,936.00 2" OMNI T2 0 $820.00 $0.00 3" OMNI C2 63 $1,210.00 $76,230.00 3" OMNI T2 0 $840.00 $0.00 4" OMN1 C2 26 $2,101.00 $54,626.00 4" OMNI T2 0 $1,925.00 $0.00 6" OMNI T2 0 $2,935.00 $0.00 6" OMNI F2 0 $7,725.00 $0.00 6" OMNI C2 0 $3,630.00 $0.00 8" OMNI F2 0 $11,850.00 $0.00 Total Meter Quantity 11842 Meter Subtotal $1,602,864.00 5 10M Smartpoint Transmitters SP T/C 11916 $93.00 $1,108,188.00 1 Infrastructure Subtotal $1,108,188.00 Lump Sum Total $2,711,052.00 Sensus Provided Hosting - 'Software as a Service' SaaS Hosted Hardware Maintenance Fee 1 $1,500.00 Annual per Tower Hosted Software Maintenance Fee 15K Services 1 $24,750.00 Annual NOTE: * Material Pricing does not include Accessories or Labor to install. Accessories assumed to be included in labor cost. *Quantities based on information provided by Utility. *All materials are FOB Siemens central Chicago suburban warehouse. *Quantities are based on good -faith estimates. *SaaS (Hosting) Hardware and Software Maintenance Fee good through December 2016. Annual increase not to exceed 3 %. Exhibit E — Certificate of Final Completion Village of Buffalo Grove Certificate of Final Completion PKOJEGT NAME: WENT: CERTIFICATE DATE (mm /dd /yyyy): PKUJEG I NUM13EK: All elements of the project Work have been reviewed by the CLIENT and have been found, to the best of the CLIENT's knowledge, to be at Final Completion. All Work as defined in Exhibit A of the Performance Contracting Agreement is complete. All requirements in Article 9, Acceptance, of the Performance Contracting Agreement have been completed. The failure of the CLIENT to note items requiring completion or correction does not relieve the contractual responsibility of Building Technologies Division of Siemens Industry, Inc. to complete or correct the Work. Work found to require completion or correction after the date of this Certificate, but within the warranty period shall be promptly corrected in accordance with the Performance Contracting Agreement Terms and Conditions. Building Technologies Division of Siemens Industry, Inc. has reviewed the project Work, as well as all contractual requirements, and the requirements for Final Completion have been met. Building Technologies Division of Siemens Industry, Inc. Representative: Signature: Date: The CLIENT accepts the project Work as meeting the requirements for Final Completion. CLIENT: CLIENT Representative: Signature: age o Date: Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Exhibit C Attachment 1 Sensus Warranty Statement Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance Sensus Limited Warranty I. General Product Coverage Sensus USA Inc. ( "Sensus ") warrants its products and parts to be free from defects in material and workmanship for one (1) year from the date of Sensus shipment and as set forth below. All products are sold to customer ( "Customerf) pursuant to Sensus' Terms of Sale, available at: sensus.com/TC ( "Terms of Sale ") II. SR Ile and accuSTREAM T05 18 ", 3/4" & 1" Meters... are warranted to perform to AWWA New Meter Accuracy Standards for five (5) years from the date of Sensus shipment or until the registration shown below, whichever occurs first Sensus further warrants that the SR II meter will perform to at least AWWA Repaired Meter Accuracy Standards for fifteen (15) years from the date of Sensus shipment or until the registration shown below, whichever occurs first: New Meter Accuracy Repair Meter Accuracy 5/8" SR II Meter and accuSTREAM Meter 3/4" SR II Meter and accuSTREAM Meter 1" SR II Meter and accuSTREAM Meter III. SRO 5/8 ", 3/4" & 1" Meters... G -500 R20 XI. Sensus Registers... are warranted to be free from defects in material and workmanship from the date of Sensus shipment for the periods stated below or until the applicable registration for AWWA Repaired Meter Accuracy Standards, as set forth above, are surpassed, whichever occurs first: 5/8" thru 2" SR, SR II, PMM, accuSTREAM Standard Registers 25 years 5/8" thru 2" SR, SR II, PMM, accuSTREAM Encoder Registers 10 years Electronic Communication Index (ECI) 10 years All HSPU, IMP Contactor, R E.R. Elec ROFI 1 year Standard and Encoder Registers for: "W" Turbo and Propeller Meters 1 year OMNI Register with Battery 10 years 500,000 gallons 1,500,000 gallons XII. Sensus Electric Meters... are warranted to be free from defects in material and workmanship for one (1) year from 750,000 gallons 2,250,000 gallons the date of Sensus shipment Spare parts and components are warranted to be free from defects in material and workmanship for one (1) year from the date of Sensus shipment 1,000,000 gallons 3,000,000 gallons are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year from the date of Sensus shipment Sensus further warrants that the 5/8 ", 3/4" and 1" SR meter will perform to at least AWWA Repaired Meter Accuracy Standards for fifteen (15) years from the date of Sensus shipment or until the registration shown below, whichever occurs first: Repair Meter Accuracy 5/8" SR Meter 1,500,000 gallons 3/4" SR Meter 2,250,000 gallons 1" SR Meter 3,000,000 gallons IV. SR 1 -112" & 2 "... are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year from the date of Sensus shipment Sensus further warrants that the 1 -1/2" and 2" SR meter will perform to at least AWWA Repaired Meter Accuracy Standards for ten (10) years from the date of Sensus shipment or until the registration shown below, whichever occurs first: Repair Meter Accuracy 1 -1/2" SR 5,000,000 gallons 2" SR 8,000,000 gallons V. PMMO5 /8 ", 3/4 ", 1" Meters... are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year from the date of Sensus shipment Sensus further warrants that the 5/8 ", 3/4 ", and 1" PMM meter will perform to at least AWWA Repaired Meter Accuracy Standards for fifteen (15) years from the date of Sensus shipment or until the registration shown below, whichever occurs first: Repair Meter Accuracy 5/8" PMM 1,500,000 gallons 3/4" PMM 2,000,000 gallons 1" PMM 3,000,000 gallons VI. PMM 1 -1/2 ", 2" Meters... are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year from the date of Sensus shipment. Sensus further warrants that the 1 -1/2 ", and 2" PMM meter will perform to at least AWWA Repaired Meter Accuracy Standards for ten (10) years from the date of Sensus shipment or until the registration shown below, whichever occurs first: Repair Meter Accuracy 1 -1/2" PMM 5,000,000 gallons 2" PMM 8,000,000 oallons VII. iPERLTM Water Management Systems... that register water flow are warranted to perform to the accuracy levels set forth in the PERIL Water Management System Data Sheet available at sensus.com /iperl /datasheet or by request from 1- 800 - METER -IT, for twenty (20) years from the date of Sensus shipment The iPERL System warranty does not include the external housing. VIII. Maincase... of the SR, SR II and PMM in both standard and low lead alloy meters are warranted to be free from defects in material and workmanship for twenty -five (25) years from the date of Sensus shipment Composite and E- coated maincases will be free from defects in material and workmanship for fifteen (15) years from the date of Sensus shipment. IX. Sensus "W" Series Turbo Meters, OMNI- Meters and Propeller Meters... are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year from the date of Sensus shipment X. Sensus accuMAG- Meters... are warranted to be free from defects in material and workmanship, under normal use and service, for 18 months from the date of Sensus shipment or 12 months from startup, whichever occurs first 8601 Six Forks Road, Suite 700 Raleigh, NC 27615 1- 800 -638 -3748 Repaired or refurbished equipment repaired by Sensus is warranted to be free from defects in material and workmanship for ninety (90) days from the date of Sensus shipment or for the time remaining on the original warranty period, whichever is longer. XIII. Batteries, iPERL System Components, AMR and FlexNet TM System AMI Interface Devices... are warranted to be free from defects in material and workmanship from the date of Sensus shipment for the period stated below: Electronic TouchPad 10 years RadioReae MXU (Model 505C, 51OR or 520R) and Batteries 20 years` Act - Pak® Instrumentation 1 year TouchReade Coupler and AMR Equipment 1 year FlexNet Water or Gas SmartPoint- Modules and Batteries 20 years* Hand Held Device 1 year Vehicle Gateway Base Station 1 year FlexNet Base Station (including the Metro and M400 base stations) 1 year Echo Transceiver 1 year Remote Transceiver 1 year iConA and FlexNet Electricity SmartPoint Module 1 year iPERL System Battery and iPERL System Components 20 years* Residential Electronic Register 20 years` * Sensus will repair or replace non - performing RadioRead® MXU (Model 505C, 51 OR and 520R) and Batteries, FlexNet Water or Gas SmartPoint Modules (configured to the factory setting of six transmissions per day under normal system operation of up to one demand read to each SmartPoint Module per month and up to two firmware downloads during the life of the product) and batteries, Residential Electronic Register with hourly reads, and iPERL System Batteries, and /or the iPERL System flowtube, the flow sensing and data processing assemblies, and the register ( "iPERL System Components ") with hourly reads at no cost for the first ten (10) years from the date of Sensus shipment, and for the remaining ten (10) years, at a prorated percentage, applied towards the published list prices in effect for the year product is accepted by Sensus under warranty conditions according to the following schedule: Years j Replacement Price Years Replacement Price 1 -10 0% 16 55% 11 30% 17 60% 12 35% 18 65% 13 40% 19 70% 14 45% 20 75% 15 50% >20 100% Note: Software supplied and licensed by Sensus is warranted according to the terms of the applicable software license agreement Sensus warrants that network and monitoring services shall be performed in a professional and workmanlike manner. XIV. Return... Sensus' obligation, and Customers exclusive remedy, under this Sensus Limited Warranty is, at Sensus' option, to either (i) repair or replace the product, provided the Customer (a) returns the product to the location designated by Sensus within the warranty period; and (b) prepays the freight costs both to and from such location; or (ii) deliver replacement components to the Customer, provided the Customer installs, at its cost, such components in or on the product (as instructed by Sensus), provided, that if Sensus requests, the Customer (a) returns the product to the location designated by Sensus within the warranty period; and (b) prepays the freight costs both to and from such location In all cases, if Customer does not return the product within the time period designated by Sensus, Sensus will invoice, and Customer will pay within thirty days of the invoice date, for the cost of the replacement product and /or components The return of products for warranty claims must follow Sensus' Returned Materials Authorization (RMA) procedures Water meter returns must include documentation of the I. sEnsus Customers test results. Test results must be obtained according to AWWA standards and must specify the meter serial number. The test results will not be valid if the meter is found to contain foreign materials If Customer chooses not to test a Sensus water meter prior to returning it to Sensus, Sensus will repair or replace the meter, at Sensus' option, after the meter has been tested by Sensus. The Customer will be charged Sensus' then current testing fee. Sensus SmartPoints modules and MXU's returned must be affixed with a completed return evaluation label. For all returns, Sensus reserves the right to request meter reading records by serial number to validate warranty claims. For products that have become discontinued or obsolete ( "Obsolete Product "), Sensus may, at its discretion, replace such Obsolete Product with a different product model ( "New Product'), provided that the New Product has substantially similar features as the Obsolete Product. The New Product shall be warranted as set forth in this Sensus Limited Warranty. THIS SECTION XIV SETS FORTH CUSTOMER'S SOLE REMEDY FOR THE FAILURE OF THE PRODUCTS, SERVICES OR LICENSED SOFTWARE TO CONFORM TO THEIR RESPECTIVE WARRANTIES, XV. Warranty Exceptions and No Implied Warranties... This Sensus Limited Warranty does not include costs for removal or installation of products, or costs for replacement labor or materials, which are the responsibility of the Customer. The warranties in this Sensus Limited Warranty do not apply to goods that have been: installed improperly or in non - recommended installations; installed to a socket that is not functional, or is not in safe operating condition, or is damaged, or is in need of repair; tampered with; modified or repaired with parts or assemblies not certified in writing by Sensus, including without limitation, communication parts and assemblies; improperly modified or repaired (including as a result of modifications required by Sensus); converted; altered; damaged; read by equipment not approved by Sensus; for water meters, used with substances other than water, used with non - potable water, or used with water that contains dirt, debris, deposits, or other impurities; subjected to misuse, improper storage, improper care, improper maintenance, or improper periodic testing (collectively, "Exceptions. "), If Sensus identifies any Exceptions during examination, troubleshooting or performing any type of support on behalf of Customer, then Customer shall pay for and /or reimburse Sensus for all expenses incurred by Sensus in examining, troubleshooting, performing support activities, repairing or replacing any Equipment that satisfies any of the Exceptions defined above. The above warranties do not apply in the event of Force Majeure, as defined in the Terms of Sale. THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS SENSUS LIMITED WARRANTY OR WITH THE TERMS OF SALE, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON- INFRINGEMENT AND TITLE, SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED SOFTWARE OR SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES. XVI. Limitation of Liability ... SENSUS' AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING UNDER, OUT OF OR IN RELATION TO THIS AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY "CAUSES OF ACTION ") SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS UNDER THIS AGREEMENT. THIS IS SO WHETHER THE CAUSES OF ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE. AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE LIABLE FOR: (1) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; NOR (11) ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY END USER'S), IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (III) ANY IN /OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES; NOR (V) DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER CONDITIONS, OR EXCESSIVE WATER PRESSURE. "IN /OUT COSTS" MEANS ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING GOODS BETWEEN ITS WAREHOUSE AND ITS END USER'S PREMISES AND ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN INSTALLING, UNINSTALLING AND REMOVING GOODS. "END USER" MEANS ANY END USER OF ELECTRICITY/WATER/GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF ELECTRICITY/WATER/GAS, AS APPLICABLE. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement They apply unconditionally and in all respects They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. To the maximum extent permitted by law, no Cause of Action may be instituted by Customer against Sensus more than TWELVE (12) MONTHS after the Cause of Action first arose_ In the calculation of any damages in any Cause of Action, no damages incurred more than TWELVE (12) MONTHS prior to the filing of the Cause of Action shall be recoverable, 8601 Six Forks Road, Suite 700 Raleigh, NC 27615 5 C^ s u s 1- 800 - 638 -3748 G , 1 Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Exhibit C Attachment 2 Sensus iPERL Recommended Bench Test Procedures Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance iPERL should be tested in accordance with AWWA C -700 Cold Water Meters - Displacement Type and /or the AWWA M6 Water Meters - Selection, Installation, Testing, and Maintenance Manual Table 5 -3. 1. If a reference meter is used it should be installed downstream of the iPERL 2. Ensure the system is grounded and that pressure fluctuations are minimized 3. Run 100 gallons through the iPERL system before beginning the test to ensure that the system is purged of air and that the iPERL flowtube is full 4. Start with the high flow test first (35 gpm) and then proceed down to the lower flows (10, 5, 0.1 gpm) a. Run a volume of at least 100 gallons at the 35, 10 and 5 gpm rates b. Run a volume of at least 10 gallons at the 0.1 gpm rate Testing Rules of Thumb: • On any meter test, the more water measured or the longer the test is run, the more accurate the volume measurement will be • Proximity of valves and significant pressure fluctuations over short periods of time can affect the outcome of any meter test • These are not typical of residential applications and will not impact performance in the field • Electronic registers may show water accumulation after the flow has stopped for a short period of time • There is a small time lag between flow detection and displayed totalization — based on the fact that electronic registers update at spaced intervals for power consumption purposes ©All products purchased and services performed are subject to Sensus'terms of sale, available at either; http: / /na sensus.com /TC /TermsConditions pdf or 1- 600 - METER -IT. Sensus reserves the right to modify these terms and conditions in its own discretion without notice to the customer. This document is for informational purposes only, and SENSUS MAKES NO EXPRESS WARRANTIES IN THIS DOCUMENT. FURTHERMORE, THERE ARE NO IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. ANY USE OF THE PRODUCTS THAT IS NOT SPECIFICALLY PERMITTED HEREIN IS PROHIBITED, 6601 Six Forks Road, Suite 700 Raleigh, NC 27615 s 1-800-638-3748 SEnsus wwwsensusco mlwater Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Exhibit C Attachment 3 Baseline Consumption Data Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance 0 Ln 0 N V- 01 M" lV I, M r� M M 7 0 0 r� O 7 N o o ry t0 M ul ul W I- Vl I� ul Uf ul 01 N 7 V1 M O C W O OO - .--1 N m m a0 O w m- O n '-I DD a1 M O ry m w N M� O 00 .--i 00 r� M n 7 OO N 7 Ln 01 O .--i 7 0 O\— N V a1 r, 7 M .--i t0 O Lr c 01 W r, c c m 7 .--i u O CJ N W N 00 .-� O 7 CJ Ln 6 m M M .--I O ai N u .Lf)-I � N N0 Ln N 0 .--I ^ M I, OD r-I p O C ) N i Q .� O Vi O ry O Q i■ N s� V� Q C CO M N O N w m m M N .--I � N N M O W M O O O Y t0 M O n n 7 m M m N r� m N N N 01 00 N 0 t0 M W 7 O P, M m .--I n- m a1 N .-I .-I r� rt. .i c tD o+ 7— M O m m N C0 0 tD N m m 'a 7 M M LO N. j "i Ln t^0 M O .N-i N N r/w� Yl m N U a m m to O r, to Lo M m n- to N N m 0l m m O O t0 m 0 N n 7 m M m N N M N N n .--I O N .--I t0 M 01 7 0 c M M .--I r .--I M 01 N .-I I� M r t tD ti tD I ti I- C0 m m N C] O tD In O M .--� 7 7 M N M Ln N N E I, Ln u1 t0 M O - .--i N N ' N 01 � O p 0 _ L • � � O 01 CT J J J y, ` � 'rn .�. 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O +--i +ti H ri .-1 N N m M M M M 7 7 ul t0 O O N m co 7 01 HT N WN 01 IN 00 M O n N O N Om1 M � N � O Z 01 � E N irl n � H � Q N C O � d E c 0 U a v v v E O Uf ie C 0 o} U N O N 7 m M N C. 7 m 0 N N M I� W W O N O u) W 00 10 N M 10 O m 1 7 .; � O W L 7 OL Vl '-I w T to lD rl '-I r ko 00 0 Do N N 00 0�1 l�fl dam' n N n O "00 OM1 0, OR 01 M .--. n .--� O M 01 .--� � N u1 O M t0 a1 n 00 I, O M m 10 01 I� M n ul n N t0 W W l0 M r .--i M 00 lD 7 10 I- n O N ul m N N t0 E lL T � C � T N C O O N C1 n lL 0 tO E w E E 'u E E E — v E E — — C7 u m E U Lu un �a N� ' O1 O T y� T N N U f0 C U C C C C 0�j U O N O O O O O 0 N L U0� U U U U U a K N O O Y y Y w Y Y U U U J J J J J J J IR 10 00 071 tf 0 v v L 0 o C O v L O x O iF N Q o Z O y O C E c o u v an s ro v H N n E � L N Cn !6 O CL i C J c u C O a E C 0 C C U Ln N O N 01 N a o_ 0 M n 7 7 0 CD N N 7 O O c 12 w u Ln c 7 CLJ a � a) __ Q 0, (Q 0 ' N E Q .-i O O 010 Q V ru Q r/ m LL 0 � � W Q .J O Q C O y O ui 9 L 41 C ~ � Z a v N a1 V � � v T V — v 0) L U O NO O p a O i i i0 a) a C U1 O O V a1 c v v ut � c L '^ °- E 3 y1 �o L U O � V Y N a N O L L O p U v U V a) VI O 0 v O c E v N j !L W w 13 u L C v — E u c i O O CT v l�0 O N E O a O) ] rC � E O v N T u V 0 N U o To E E c o 0 E 3 E O al C L c f 0 B O d V C d Oc E U1 d E -0 c O o O u m VO p u N C O u N — v OV p a E N D v 'X Q f0 C v E o O N d c 'Fo E E O U vpi c ro � O C o p o v v V v -0 t 3 v v E v E D V1 C m O O O o O O O ID On m O V, Il n c 10 N O lDlDTm 00 to N T m N 01 OD N tp � Vl 7 M 00 M 10 ON [O W m O O o LO N 00 00 I- N N 10 � 7 7 V- M m m Ln ol O i N M C T c v O C E o a) a a O � 3 N In O v y v u U V .� C C N > > v v a1 d O If) V) N Cli 00 ID H �Pr t' O v a1 L O o O u a1 L O x O iE N Q � Z p y c E o u o L E c C n E C * O Q a1 Z � 0 01 O v o o O_ a v N � to v F- Q O Ot L v p) U O u N � C L i U c C Q E o a1 tc0 U Ln O .Q E C O v u u � fO � v � C � v v v U m 3 v > O V O L U O1 O =O =O i K OV 3 > y1 u O O V v a � ut o c v v c V � a) v V v a - d N 0 L _0 O 0 p V v L rco al � i N O p wO C E v v j a1 o ~ o m E L a) LE v i O' aJ N v ry � al E v c) E > E T v 21 u � V v E a1 t0 U N � E c d v O i L a a1 L C �n V v N w u E 3 E p O a C Y C O i p d U C Q c E n O = C v O O � p u 11 o U v 9 a E v i c 0 a� o O o O a C E E E O U VJ c o p o v v f0 E 3 a E L H C 7 to lD n. O M m %D m lD N (�f V 00 o N (4 llj N � Y N O C Z O1 C UI O � d Q E c C, V E � p a1 � - o 9 U v M 01 r. L � M O v u 0) u J dOl � v 0 +-1 ti N N M M M 7 U1 N O N a) OI O_ °m 7! 7 O N O 0 C O v Q O d J Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Exhibit C Attachment 4 Baseline Meter Test Results Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance AWWA Standard Tests Meter Size: Meter Type: Test Dates: Water Utility 0.625" x 0.75" (5/8" x 3/4 ") Weighted Factors: PD (Positive Displacement) 7/14/2014 BUFFALO GROVE Min. Inter. Max. 15.0% 70.0% 15.0% Ref # Manufacturer Serial # Reading (kgal) Minimum Flaw Intermediate Flow High Flow Weighted Average Accuracy (%) Rate (gpm) Accuracy (%) Rate (gpm) Accuracy (%) Rate (pm) Accuracy (%) 1 ROCKWELL NIA 11,553,580 0.25 76.0% 2.00 100.0% 15.00 99.0% 96.3% 2 ROCKWELL N/A 874,840 0.25 84.0% 1 2.00 100.0% 15.00 99.0% 97.5% 3 ROCKWELL 21,757,126 2.,682,370 0.25 80.0% 2,00 99.0% 15.00 1 98.0% 96.0% 4 ROCKWELL 22,087,884 2,497,530 0.25 83.0% 2.00 96.0% 15.00 100.0% 94.7% 5 ROCKWELL 21,800.157 2.206,140 0.25 75.0% 2.00 101.0% 15.00 99.0% 96.8% 6 ROCKWELL 21,756,656 2,253,330 0.25 48.0% 2.00 99.0% 15.00 98.0% 912% 7 ROCKWELL 21,463,351 1,388,030 025 0.0% 2.00 99.0% 15.00 98.0% 84.0% 8 ROCKWELL 21,757,392 2,722,410 0,25 66.0% 2.00 97.0% 15.00 98.0% 92.5% 9 ROCKWELL 21,418,070 2,085,570 0.25 92.0% 2.00 90.0% 15.00 100.0% 91.8% 10 ROCKWELL 212750.971 2.019,190 0.25 84.0% _ 2,00 100.0 %_ 15.00 99.0% 97.5% 11 ROCKWELL 21,756,768 1,922,210 0.25 80.0% 2.00 99.0% 15.00 99.0 % 96.2% 12 ROCKWELL 21,326,102 2,927,210 0.25 72.0 % 2.00 99.0% 15.00 99.0% 95.0% 13 ROCKWELL 21,756,868 1,813,580 0.25 86.0% 2.00 101.0% 15.00 99.0% 98.5% 14 ROCKWELL 40,051,943 1,450,600 0.25 0.0% 2.00 97.0% 15.00 98.0% 82.6% 15 ROCKWELL 212800,182 2,147,350 0.25 76.0% 2.00 100.0% 15.00 98.0% 96.1% 16 ROCKWELL 21,757,205 2,637,170 0.25 0.0% 2.00 97.0% 15.00 1 98.0% 82.6% 17 ROCKWELL 40,051,987 2,039,480 0.25 0.0% 2.00 98.0% 15.00 97.0% 832% 18 ROCKWELL 21,827,725 1,878,410 0.25 75.0% 2.00 97.0% 15.00 98.0% 93.9% 19 ROCKWELL 21,800,152 1,734,090 0.25 0.0% 2.00 99.0% 15.00 97.0% 83.9% 20 ROCKWELL 21,617,196 1,850,010 0.25 78.0% 2.00 101.0% 15.00 99.0% 97.3% 21 ROCKWELL 22294,067 1.529,670 0.25 70.0% 2.00 96.0% 15.00 98.0% 92.4% 22 ROCKWELL N/A 1,677,400 0.25 65.0% 2.00 100.0% 15.00 99.0% 94.6% 23 ROCKWELL N/A 1,696,250 _ 0.25 88.0% 2.00 107.0% 15.00 1 100.0% 103.1% 24 ROCKWELL N/A 1,044,870 0.25 82.0% 2.00 100.0% 15.00 99.0% 97.2% 25 ROCKWELL N/A 1,541,850 0.25 70.0% 2.00 99.0% 15.00 98.0% 94.5% 26 ROCKWELL N/A 1 15,244,470 1 0.25 74.0% 2.00 97.0% 15.00 98.0% 1 93.7% 93.2% AWWA Standard Tests Meter Size: Meter Type: Test Dates: Water Utilitv: 0.75 (3/4 ") Weighted Factors: PD (Positive Displacement) 7/1412014 BUFFALO GROVE Min. Inter. Max. 15.0% 70.0% 15.0% Ref # Manufacturer Serial # Reading (kgal) Minimum Flow Intermediate Flow High Flow Weighted Average Accuracy M Rate (gpm) Accuracy N Rate (pm) Accuracy M Rate (gpm) Accuracy M 1 ROCKWELL 41548976 1,819,500 0.50 92.0% 100 100.0% 25.00 98.0% 98.5% 2 ROCKWELL 41517933 3,898,730 0.50 83.0% 1 3.00 98.00% 25.00 97.0% 95.6% 3 ROCKWELL 41811183 2,087,230 0.50 91.0% 1 3.00 99.0% 25.00 1 97.0% 97.5% 4 ROCKWELL 39537399 2,154,300 0.50 93.0% 3.00 100.0% 25.00 98.0% 98.7% 5 ROCKWELL 39537597 2,483,970 0.50 89.0% 3.00 100.0% 25.00 98,0% 98.1% 6 ROCKWELL 41572201 1,798,610 0.50 91.0% 3.00 99.0% 25.00 98.0% 97.7% 7 ROCKWELL 39537509 1,968,860 0.50 91.0% 3.00 99.0% 25.00 98.0% 973% 8 ROCKWELL 40495266 2,979,260 0.50 82.0% 3.00 100.0% 25.00 97.0% 96.9% 9 ROCKWELL 20323730 633,200 0.50 92.0% 3.00 99.0% 25.00 99.0% 98.0% 10 ROCKWELL 36770792 1,717,720 0.50 92.0% 1 3.00 95.0% 25.00 98.0% 95.0% 11 ROCKWELL 27340964 2,058,800 0.50 92.0% 3.00 99.0% 25.00 98.0% 97.8% 12 ROCKWELL 33586880 1,169,820 0.50 88.0% 3.00 99.0% 25.00 98.0% 97.2% 13 ROCKWELL 26820082 823,470 0.50 87.0% 3.00 100.0% 25.00 98.0% 97.8% 14 ROCKWELL 26210148 1,135,460 0.50 92.0% 3.00 101.0% 25.00 99.0% 99.4% 15 ROCKWELL 43654788 4.039,700 0.50 84.0% 3.00 99.0% 25.00 98.00% 96.6% 16 SENSUS 51270304 1,046,310 0.50 92.0% 3.00 99.0% 25.00 99.0% 98.0% 17 SENSUS 45486822 1,432,760 0.50 91.0% 3.00 98.0% 25.00 99.0% 97.1% 18 SENSUS 25441157 1,129,450 0.50 72.0% 3.00 92.00% 25.00 90.0% 88.7% 19 SENSUS 28244445 841,960 0.50 92.0% 3.00 101.0% 25.00 99.0% 99.4% 20 SENSUS 22611361 1,118,850 0.50 80.0% 3.00 101.0% 25.00 98.0% 97.4% 21 SENSUS 38865506 1,475,210 0.50 92.0% 3.00 96.0% 2500 99.0% 95.9% 22 SENSUS 37188305 1,829,620 0.50 88.0% 3.00 96.0% 25.00 98.0% 95.1% 23 SENSUS 35138114 3,095,540 0.50 87.0°% 3.00 99.0% 25.00 98.0% 97.1% 24 SENSUS 26361345 1,641,410 0.50 92.0% 3.00 100.0% 25.00 98.0% 98.5% 25 SENSUS 36014981 1,716,580 0.50 91.0% 3.00 101.0% 25.00 100.0% 99.4% 26 SENSUS 34388520 2,399,930 0.50 90.0% 3.00 98.0% 25.00 99.0% 97.0°% 27 SENSUS 28838353 2,001,400 0.50 92.0% 3.00 96.0% 25.00 98.0% 95.7% 28 ROCKWELL 3601518.15 2,232,630 0.50 95.0% 1 3.00 99.0% 25.00 98.0% 98.3% 29 ROCKWELL 43810434 3,568.370 0.50 91.0% 3.00 95.0% 25.00 99.0% 95.0% 30 ROCKWELL 25170105 1,439,140 0.50 80.0% 3.00 99.0% 25.00 96.0% 95.7% 31 ROCKWELL 43810159 882,050 0.50 88.0% 3.00 99.0% 25.00 1 98.0% 97.2% 32 ROCKWELL 33665155 1.705.600 0.50 96.0% 3.00 99,0% 2500 99.0% 98.6% 33 ROCKWELL 43810131 1,882,060 0.50 68.0% 3.00 101.0% 25.00 99.0% 95.8% 34 ROCKWELL 43810036 1,868,240 0.5D 88.0% 3.00 96.0°% 25.00 98.0% 95.1% 35 ROCKWELL 28838363 1.802,540 0.50 68,0% 1 3.00 92.0% 25.00 87.0% 87.7% 36 ROCKWELL 37697679 1,879,830 0.50 92.0°% 3.00 101.0% 25.00 99.0% 99.4% 371ROCKWELL 43810188 1,548,940 0.50 92.0% 3.00 99.0% 25.00 98.00% 97.8% 38f ROCKWELL 1 31772558 1 1,053,800 1 0.50 91.0% 1 3.00 100.0% 1 25.00 1 99.0% 98.5% 96.80% AWWA Standard Tests Min. Inter. Max. Meter Size: 1 (1 ") Weighted Factors: 15.0% 70.0% 15.0% Meter Type: PD (Positive Displacement) Test Dates: 7/1412014 Water Utility: BUFFALO GROVE Ref # Manufacturer Serial # Reading kaal Minimum Flow Intermediate Flow High Flow Weighted Average Accuracy Rate m Accuracy % Rate m Accuracy % Rate m Accuracy 1 ROCKWELL 40911111 7,676,850 0.75 90.0% 4.00 93.0% 40.00 97.0% 93.2% 2 SENSUS 50901673 4,071,300 0.75 91.0% 4.00 98.0 % 40.00 99.0% 97.1% 3 SENSUS 66239824 859,890 0.75 1 95.0% 4.00 99.0 % 40.00 99.0% 98.4% 4 SENSUS 50466001 4.129.850 0.75 92.0% 4,00 100.0% 40.00 100.0% 98.8% 5 SENSUS 56313798 1,478,100 0.75 94.0% 4.00 99.0% 40.00 99.00/ 98.3% 97.1% Exhibit C — Performance Assurance Village of Buffalo Grove, Illinois Exhibit C Attachment 5 Annual Revenue Calculations Siemens Industry, Inc., Building Technologies Division Exhibit C — Performance Assurance