Fill - Free fillable TROY CITY COUNCIL REGULAR MEETING AGENDA August 1, (City of Troy, NY) PDF form

TROY CITY COUNCIL

REGULAR MEETING AGENDA

August 1, 2019

7:00 P.M.

Pledge of Allegiance

Roll Call

Good News Agenda

Public Forum

Vacancy List

LOCAL LAWS

2. Local Law Amending The Troy City Charter (Council President Mantello, Council Member

Gulli)

3. Local Law To Establish A Sustainable Energy Loan Program (Open C-Pace) In The City Of

Troy (Council President Mantello) (At The Request Of The Administration) **For introduction

purposes only

ORDINANCES

61. Ordinance Amending The 2019 General Fund Budget To Accept Funds From The New York

State Division Of Criminal Justice Services For The Purpose Of Gun Involved Violence

Elimination (Council President Mantello) (At The Request Of The Administration)

62. Ordinance Amending The Capital Projects Fund And Debt Service Fund Budgets (Council

President Mantello) (At The Request Of The Administration)

63. Ordinance Transferring Funds Within The 2019 Garbage Fund Budget (Council President

Mantello) (At The Request Of The Administration)

64. Ordinance Transferring Funds Within The 2019 General Fund Budget (Council President

Mantello) (At The Request Of The Administration)

65. Ordinance Transferring Funds Within The 2019 General Fund Budget (Council President

Mantello) (At The Request Of The Administration)

66. Ordinance Amending The Special Grants Fund Budget (Council President Mantello) (At The

Request Of The Administration)

67. Ordinance Transferring Funds Within The 2019 Water Fund Budget (Council President

Mantello) (At The Request Of The Administration)

68. Ordinance Authorizing And Ratifying The Memoranda Of Agreement By And Between The

City Of Troy And The Troy Police Benevolent Association (Council President Mantello) (At

The Request Of The Administration) **Pending Finance Meeting, August 1

69. Ordinance Authorizing The Allocation Of Neighborhood Improvement Program Funds

(Council Member Kennedy) **Pending Finance Meeting, August 1

70. Ordinance Transferring Funds Within The 2019 General Fund Budget (Council President

Mantello) (At The Request Of The Administration) **Pending Finance Meeting, August 1

RESOLUTIONS

52. Resolution Authorizing The Mayor To Execute A Contract With The Tangram Design LLC

To Design Troy Wayfinding System (Council President Mantello) (At The Request Of The

Administration)

53. Resolution Appointing Commissioners Of Deeds For The City Of Troy (Council President

Mantello) (At The Request Of The Administration)

54. Resolution Of The City Council Of The City Of Troy Authorizing The Execution Of A

Payment In-Lieu Of Tax (“Pilot”) Agreement By And Among The City Of Troy, MLK 2

Housing Development Fund Company, Inc., And MLK 2 Associates Limited Partnership

(Council President Mantello) (At The Request Of The Administration) *Note: this item was

incorrectly listed as Res. 48 on the July 25 Finance Agenda.

55. Resolution Confirming The Re-Appointment Of Sharon Martin To The Position Of Assessor

Of The City Of Troy (Council President Mantello) (At The Request Of The Administration)

**Pending Finance Meeting, August 1

57. Resolution Of The City Of Troy, New York Authorizing Execution And Delivery Of Energy

Performance Contracts And Related Lease/Purchase Agreements With Siemens Industry Inc.,

Building Technologies Division, For Improvements At Various City Facilities (Council

President Mantello) (At The Request Of The Administration) **Pending Finance Meeting,

August 1

LAW2

LOCAL LAW AMENDING THE TROY CITY CHARTER

BE IT ENACTED, by the City Council of the City of Troy, as follows:

SECTION 1: Part 5 in Miscellaneous Provisions of the Troy City Charter is amended to read as

follows:

Article XVI Prohibition of designating Troy a Sanctuary City

§C-65: The Troy City Council and Mayor shall be prohibited from taking any action designating Troy as a

Sanctuary City or establishing policies that would be commensurate with Troy being a Sanctuary City.

SECTION 2. Pursuant to § C – 25 of the Troy City Charter, a Local Law amending the charter

shall not be acted upon by the City Council until it shall have been the subject of at least three

public hearings after introduction.

SECTION 3. The three public hearings required by § C – 25 shall be scheduled as follows:

SECTION 4. Pursuant to NYS Municipal Home Rule law, this shall be subject to a mandated

referendum on November 5, 2019 by the Rensselaer County Board of Elections.

SECTION 5. This Local Law shall take effect after filing of same with the Office of the

Secretary of State.

Approved as to form, June 20, 2019

______________________________________

James A. Caruso, Esq., Corporation Counsel

Memo in Support

Local Law which would prohibit designating Troy as a Sanctuary City. This Local Law will be

subject to at least three public hearings and a vote of Troy residents in November 2019.

Definition as used in this Local Law, the following term shall be the meaning indicated:

Sanctuary City - A city where local policies, procedures, and laws conflict or interfere with any

federal immigration regulations or statutes; And where a local police department is limited in

routine and constitutional questioning or investigating of any individual.

The City Council will hold neighborhood public hearings around the city to allow maximum

public input and discussion on this Local Law. Following the public hearings, the City Council

will have to vote to put this proposal on the ballot.

We would hope all Council Members would support putting this local law on the ballot so the

residents of Troy can decide whether or not they want Troy to be a Sanctuary City.

Carmella R. Mantello

City Council President

City of Troy

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LOCAL LAW NO. 2019-3

A LOCAL LAW TO ESTABLISH A SUSTAINABLE ENERGY LOAN

PROGRAM (OPEN C-PACE) IN THE CITY OF TROY

Be it enacted by the City of Troy (the “Municipality”) as follows:

Section 1. This local law shall be known as the “Energize NY Open C-PACE Financing

Program” and shall read as follows:

ARTICLE I

§1. Legislative findings, intent and purpose, authority.

A. It is the policy of both the Municipality and the State of New York (the “State”) to

achieve energy efficiency and renewable energy improvements, reduce greenhouse

gas emissions, mitigate the effect of global climate change, and advance a clean

energy economy. The Municipality finds that it can fulfill this policy by providing

property assessed clean energy financing to Qualified Property Owners (as defined

below) for the installation of renewable energy systems and energy efficiency

measures. This local law establishes a program that will allow the Energy

Improvement Corporation (as defined below, “EIC”), a local development

corporation, acting on behalf of the Municipality pursuant to the municipal agreement

(the “Municipal Agreement”) to be entered into between the Municipality and EIC, to

make funds available to Qualified Property Owners that will be repaid through

charges on the real properties benefited by such funds, thereby fulfilling the purposes

of this local law and accomplishing an important public purpose. This local law

provides a method of implementing the public policies expressed by, and exercising

the authority provided by, Article 5-L of the General Municipal Law (as defined

below, the “Enabling Act”).

B. The Municipality is authorized to execute, deliver and perform the Municipal

Agreement and otherwise to implement this Energize NY Open C-PACE Financing

Program pursuant to the Constitution and laws of New York, including particularly

Article IX of the Constitution, Section 10 of the Municipal Home Rule Law, the

Enabling Act and this local law.

C. This local law, which is adopted pursuant to Section 10 of the Municipal Home Rule

Law and the Enabling Act shall be known and may be cited as the “Energize NY

Open C-PACE Local Law”.

§2. Definitions

A. Capitalized terms used but not defined herein have the meanings assigned in the

Enabling Act.

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B. For purposes of this local law, and unless otherwise expressly stated or unless the

context requires, the following terms shall have the meanings indicated:

Annual Installment Amount – shall have the meaning assigned in Section 8, paragraph B.

Annual Installment Lien – shall have the meaning assigned in Section 8 paragraph B.

Authority – the New York State Energy Research and Development Authority.

Benefit Assessment Lien – shall have the meaning assigned in Section 3, paragraph A.

Benefited Property – Qualified Property for which the Qualified Property Owner has entered

into a Finance Agreement for a Qualified Project.

Benefited Property Owner – the owner of record of a Benefited Property.

EIC – the Energy Improvement Corporation, a local development corporation, duly organized

under section 1411 of the Not-For-Profit Corporation Law of the State, authorized hereby on

behalf of the Municipality to implement the Program by providing funds to Qualified Property

Owners and providing for repayment of such funds from money collected by or on behalf of the

Municipality as a charge to be levied on the real property.

Eligible Costs – costs incurred by the Benefited Property Owner in connection with a Qualified

Project and the related Finance Agreement, including application fees, EIC’s Program

administration fee, closing costs and fees, title and appraisal fees, professionals’ fees, permits,

fees for design and drawings and any other related fees, expenses and costs, in each case as

approved by EIC and the Financing Party under the Finance Agreement

Enabling Act – Article 5-L of the General Municipal Law of the State, or a successor law, as in

effect from time to time.

Finance Agreement – the finance agreement described in Section 6A of this local law.

Financing Charges – all charges, fees and expenses related to the loan under the Finance

Agreement including accrued interest, capitalized interest, prepayment premiums, and penalties

as a result of a default or late payment and costs and reasonable attorneys’ fees incurred by the

Financing Party as a result of a foreclosure or other legal proceeding brought against the

Benefited Property to enforce any delinquent Annual Installment Liens.

Financing Parties – Third party capital providers approved by EIC to provide financing to

Qualified Property Owners or other financial support to the Program which have entered into

separate agreements with EIC to administer the Program in the Municipality.

Municipality – the City of Troy, a municipality of the State constituting a tax district as defined

in Section 1102 of the RPTL of the State.

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Municipal Lien – a lien on Qualified Property which secures the obligation to pay real property

taxes, municipal charges, or governmentally imposed assessments in respect of services or

benefits to a Qualified Property.

Non-Municipal Lien – a lien on Qualified Property which secures any obligation other than the

obligation to pay real property taxes, municipal charges, or governmentally-imposed assessments

in respect of services or benefits to a Qualified Property Owner or Qualified Property.

Program – the Energize NY Open C-PACE Financing Program authorized hereby.

Qualified Project – the acquisition, construction, reconstruction or equipping of Energy

Efficiency Improvements or Renewable Energy Systems or other projects authorized under the

Enabling Act on a Qualified Property, together with a related Energy Audit, Renewable Energy

System Feasibility Study and/or other requirements under or pursuant to the Enabling Act, with

funds provided in whole or in part by Financing Parties under the Program to achieve the

purposes of the Enabling Act.

Qualified Property – Any real property other than a residential building containing less than

three dwelling units, which is within the boundaries of the Municipality that has been determined

to be eligible to participate in the Program under the procedures for eligibility set forth under this

local law and the Enabling Act and has become the site of a Qualified Project.

Qualified Property Owner – the owner of record of Qualified Property which has been

determined by EIC to meet the requirements for participation in the Program as an owner, and

any transferee owner of such Qualified Property.

RPTL – the Real Property Tax Law of the State, as amended from time to time.

Secured Amount – as of any date, the aggregate amount of principal loaned to the Qualified

Property Owner for a Qualified Project, together with Eligible Costs and Financing Charges, as

provided herein or in the Finance Agreement, as reduced pursuant to Section 8, paragraph C.

State – the State of New York.

§3. Establishment of an Energize NY Open C-PACE Financing Program

A. An Energize NY Open C-PACE Financing Program is hereby established by the

Municipality, whereby EIC acting on its behalf pursuant to the Municipal Agreement,

may arrange for the provision of funds by Financing Parties to Qualified Property

Owners in accordance with the Enabling Act and the procedures set forth under this

local law, to finance the acquisition, construction, reconstruction, and installation of

Qualified Projects and Eligible Costs and Financing Charges approved by EIC and by

the Financing Party under the Finance Agreement. EIC, on behalf of the

Municipality, and with the consent of the Benefited Property Owner, will record a

Benefit Assessment Lien on the Benefited Property in the Secured Amount (the

“Benefit Assessment Lien”) on the land records for the Municipality. Such recording

shall be exempt from any charge, mortgage recording tax or other fee in the same

manner as if recorded by the Municipality.

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B. Before a Qualified Property Owner and a Financing Party enter into a Finance

Agreement which results in a loan to finance a Qualified Project, repayment of which

is secured by a Benefit Assessment Lien, a written consent from each existing

mortgage holder of the Qualified Property shall be obtained, permitting the Benefit

Assessment Lien and each Annual Installment Lien to take priority over all existing

mortgages.

§4. Procedures for eligibility

A. Any property owner in the Municipality may submit an application to EIC on such

forms as have been prepared by EIC and made available to property owners on the

website of EIC and at the Municipality’s offices.

B. Every application submitted by a property owner shall be reviewed by EIC, acting on

behalf of the Municipality, which shall make a positive or negative determination on

such application based upon the criteria enumerated in the Enabling Act and § 5 of

this local law. EIC may also request further information from the property owner

where necessary to aid in its determination.

C. If a positive determination on an application is made by EIC, acting on behalf of the

Municipality, the property owner shall be deemed a Qualified Property Owner and

shall be eligible to participate in the Program in accordance with § 6 of this local law.

§5. Application criteria

Upon the submission of an application, EIC, acting on behalf of the Municipality, shall make a

positive or negative determination on such application based upon the following criteria for the

making of a financing:

A. The property owner may not be in bankruptcy and the property may not constitute

property subject to any pending bankruptcy proceeding;

B. The amount financed under the Program shall be repaid over a term not to exceed the

weighted average of the useful life of Renewable Energy Systems and Energy

Efficiency Improvements to be installed on the property as determined by EIC;

C. Sufficient funds are available from Financing Parties to provide financing to the

property owner;

D. The property owner is current in payments on any existing mortgage on the Qualified

Property;

E. The property owner is current in payments on any real property taxes on the Qualified

Property; and

F. Such additional criteria, not inconsistent with the criteria set forth above, as the State,

the Municipality, or EIC acting on its behalf, or other Financing Parties may set from

time to time.

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§6. Energize NY Finance Agreement

A. A Qualified Property Owner may participate in the Program through the execution of

a finance agreement made by and between the Qualified Property Owner and a

Financing Party, to which EIC, on behalf of the Municipality, shall be a third-party

beneficiary (the “Finance Agreement”). Upon execution and delivery of the Finance

Agreement, the property that is the subject of the Finance Agreement shall be deemed

a “Benefited Property”).

B. Upon execution and delivery of the Finance Agreement, the Benefited Property

Owner shall be eligible to receive funds from the Financing Party for the acquisition,

construction, and installation of a Qualified Project, together with Eligible Costs and

Financing Charges approved by EIC and by the Financing Party, provided the

requirements of the Enabling Act, the Municipal Agreement and this local law have

been met.

C. The Finance Agreement shall include the terms and conditions of repayment of the

Secured Amount and the Annual Installment Amounts.

D. EIC may charge fees to offset the costs of administering the Program and such fees, if

not paid by the Financing Party, shall be added to the Secured Amount.

§7. Terms and conditions of repayment

The Finance Agreement shall set forth the terms and conditions of repayment in accordance with

the following:

A. The principal amount of the funds loaned to the Benefited Property Owner for the

Qualified Project, together with Eligible Costs and Financing Charges approved by

EIC and by the Financing Party, shall be specially assessed against the Benefited

Property and will be evidenced by a Benefit Assessment Lien recorded against the

Benefited Property on the land records on which liens are recorded for properties

within the Municipality. The special benefit assessment shall constitute a “charge”

within the meaning of the Enabling Act and shall be collected in annual installments

in the amounts certified by the Financing Party in a schedule provided at closing and

made part of the Benefit Assessment Lien. Said amount shall be annually levied,

billed and collected by EIC, on behalf of the Municipality, and shall be paid to the

Financing Party as provided in the Finance Agreement.

B. The term of such repayment shall be determined at the time the Finance Agreement is

executed by the Benefited Property Owner and the Financing Party, not to exceed the

weighted average of the useful life of the systems and improvements as determined

by EIC, acting on behalf of the Municipality.

C. The rate of interest for the Secured Amount shall be fixed by the Financing Party in

conjunction with EIC, acting on behalf of the Municipality, as provided in the

Finance Agreement.

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§8. Levy of Annual Installment Amount and Creation of Annual Installment Lien

A. Upon the making of the loan pursuant to the Finance Agreement, the Secured Amount

shall become a special Benefit Assessment Lien on the Benefited Property in favor of

the Municipality. The amount of the Benefit Assessment Lien shall be the Secured

Amount. Evidence of the Benefit Assessment Lien shall be recorded by EIC, on

behalf of the Municipality, in the land records for properties in the Municipality.

Such recording shall be exempt from any charge, mortgage recording tax or other fee

in the same manner as if recorded by the Municipality. The Benefit Assessment Lien

shall not be foreclosed upon by or otherwise enforced by the Municipality.

B. The Finance Agreement shall provide for the repayment of the Secured Amount in

installments made at least annually, as provided in a schedule attached to the Benefit

Assessment Lien (the “Annual Installment Amount”). The Annual Installment

Amount shall be levied by EIC, on behalf of the Municipality, on the Benefited

Property in the same manner as levies for municipal charges, shall become a lien on

the Benefited Property as of the first day of January of the fiscal year for which levied

(the “Annual Installment Lien”) and shall remain a lien until paid. The creation or

any recording of the Annual Installment Lien shall be exempt from any charge,

mortgage recording tax or other fee in the same manner as if recorded by the

Municipality. Payment to the Financing Party shall be considered payment for this

purpose. Such payment shall partly or wholly discharge the Annual Installment Lien.

Delinquent Annual Installment Amounts may accrue Financing Charges as may be

provided in the Finance Agreement. Any additional Financing Charges imposed by

the Financing Party pursuant to the Finance Agreement shall increase the Annual

Installment Amount and the Annual Installment Lien for the year in which such

overdue payments were first due.

C. The Benefit Assessment Lien shall be reduced annually by the amount of each

Annual Installment Lien when each Annual Installment Lien becomes a lien. Each

Annual Installment Lien shall be subordinate to all Municipal Liens, whether created

by Section 902 of the RPTL or by any other State or local law. No portion of a

Secured Amount shall be recovered by the Municipality, EIC, or an assignee upon

foreclosure, sale or other disposition of the Benefited Property unless and until all

Municipal Liens are fully discharged. Each Annual Installment Lien, however, shall

have priority over all Non-Municipal Liens, irrespective of when created, except as

otherwise required by law.

D. Neither the Benefit Assessment Lien nor any Annual Installment Lien shall be

extinguished or accelerated in the event of a default or bankruptcy of the Benefited

Property Owner. Each Annual Installment Amount shall be considered a charge upon

the Benefited Property and shall be collected by EIC, on behalf of the Municipality,

at the same time and in the same manner as real property taxes or municipal charges.

Each Annual Installment Lien shall remain a lien until paid. Amounts collected in

respect of an Annual Installment Lien shall be remitted to EIC, on behalf of the

Municipality, or the Financing Party, as may be provided in the Finance Agreement.

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E. EIC shall act as the Municipality’s agent in collection of the Annual Installment

Amounts. If any Benefited Property Owner fails to pay an Annual Installment

Amount, the Financing Party may redeem the Benefited Property by paying the

amount of all unpaid Municipal Liens thereon, and thereafter shall have the right to

collect any amounts in respect of an Annual Installment Lien by foreclosure or any

other remedy available at law. Any foreclosure shall not affect any subsequent

Annual Installment Liens.

F. EIC, on behalf of the Municipality, may sell or assign for consideration any and all

Benefit Assessment Liens and Annual Installment Liens to Financing Parties that

provide financing to Qualified Properties pursuant to Finance Agreements. The

Financing Parties may sell or assign for consideration any and all Benefit Assessment

Liens and Annual Installment Liens received from EIC, on behalf of the Municipality,

subject to certain conditions provided in the administration agreement between EIC

and the Financing Party. The assignee or assignees of such Benefit Assessment Liens

and Annual Installment Liens shall have and possess the same powers and rights at

law or in equity as the Municipality would have had if the Benefit Assessment Lien

and the Annual Installment Liens had not been assigned with regard to the precedence

and priority of such lien, the accrual of interest and the fees and expenses of

collection.

§9. Verification and report

EIC, on behalf of the Municipality, shall verify and report on the installation and

performance of Renewable Energy Systems and Energy Efficiency Improvements

financed by the Program in such form and manner as the Authority may establish.

§10. Separability. If any clause, sentence, paragraph, section, or part of this local law shall

be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not

affect, impair or invalidate the remainder thereof, but shall be confined in its operation to the

clause, sentence, paragraph, section, or part thereof involved in the controversy in which

such judgment shall have been rendered.

Section 2. This local law shall take effect upon filing with the Secretary of State.

Approved as to form, August 1, 2019

______________________________________

James A. Caruso Esq., Corporation Counsel

City Hall – 433 River Street, Suite 5001, Troy New York 12180

(518) 279-7166 Steven.Strichman@troyny.gov

Steven Strichman

Commissioner

Department of Planning and

Economic Development

Patrick Madden

Mayor

To: City Council

From: Steven Strichman

Date: July 17, 2019

Re: Property Assessed Clean Energy (PACE) Call for public hearing to amend law

(Chapter 37 Energize NY Benefit Finance Program)

The City Council Adopted Chapter 37 of the City of Troy on 10-1-2015 by Local Law. No. 1-2015 and

amended it in 2018.

Through State legislation, additional changes have been made which removes all municipal obligations

from the process. Memo attached.

In order to enact the change, the City would rescind Chapter 37 in its entirety and replace it with the

Local Law as well as authorizing the Mayor to execute the attached municipal agreement.

Actions Required:

August 1: Call for public hearing to be held on August 22

August 22: Public Hearing

September 5: Pass law and authorize the Mayor to execute the “Energy Improvement

Corporation amended Municipal Agreement

City Hall – 433 River Street, Suite 5001, Troy New York 12180

(518) 279-7166 Steven.Strichman@troyny.gov

Ord.61

ORDINANCE AMENDING THE 2019 GENERAL FUND BUDGET TO ACCEPT

FUNDS FROM THE NEW YORK STATE DIVISION OF CRIMINAL JUSTICE

SERVICES FOR THE PURPOSE OF GUN INVOLVED VIOLENCE ELIMINATION

The City of Troy convened in City Council, ordains as follows:

Section 1. The City of Troy 2019 budget is herein amended as set forth in Schedule A

entitled:

August 2019 Budget Amendments – GIVE Grant

which is attached hereto and made a part hereof

Section 2. This act will take effect immediately.

Approved as to form July 18, 2019

James A. Caruso, Corporation Counsel

Ord.61

MEMO IN SUPPORT

The Police Department will receive grant funding from the NYS Division of Criminal Justice

Services for the purpose of Gun Involved Violence Elimination (GIVE). The GIVE initiative is

the elimination of shootings and homicides, or aggravated assaults where applicable, through the

integrated use of evidence-based strategies that are incorporated into the four core elements of

GIVE. The grant period is from July 1, 2019 through June 30, 2020. Any unused funds and

appropriations of this grant during 2019 will be allocated in the proposed 2020 City Budget.

Original

Change

Revised

Department

Account No. Description Budget* ( + / - ) Budget

State Aid A.3000.3389.1100 NYS GIVE Grant 0.00 157,532.00 157,532.00

Police Department A.3120.0101.0000.0000 Permanent Salaries 9,426,965.00 67,288.00 9,494,253.00

Police Department A.3120.0103.0037.0000 Overtime - GIVE Grant 50,000.00 50,265.00 100,265.00

Police Department A.3120.0409.1100.0000 Consultant Services - GIVE Grant 0.00 38,479.00 38,479.00

Police Department A.3120.0411.1100.0000 Travel - GIVE Grant 0.00 1,500.00 1,500.00

0.00

Expenditures

* Or as previously amended

Net Impact On General Fund

Schedule A

August 2019 Budget Amendments – GIVE Grant

Revenues

80 South Swan Street, Albany, New York 12210 │ 518-457-8462 │www.criminaljustice.ny.gov

ANDREW M. CUOMO

Governor

MICHAEL C. GREEN

Executive Deputy Commissioner

JEFFREY P. BENDER

Deputy Commissioner

Grant Award Notice

Grantee/Contractor:

Troy City Police Department

Date:

June 6, 2019

Program Name:

GIVE (2019-2020)

Award Amount

$189,665

Signatory Name and Title:

Brian Owens

Chief

Term Dates:

July 1, 2019 through June 30, 2020

Email:

Brian.Owens@troyny.gov

Project ID No.:

GV19-1044-D00

SFS Vendor ID No.:

1000002394

Contract No.:

C484681

Congratulations on your 2019-20 award for the DCJS Gun Involved Violence Elimination (GIVE)

initiative.

Your DCJS Grants Representative will be contacting you shortly to review any remaining contract

requirements. Please note that prompt completion of this step will facilitate timely execution of your

contract.

DCJS is pleased to be able to provide your agency with this funding and we look forward to working

with you in our continued efforts to maintain New York’s standing as the safest large state in the

nation.

The award amount listed above is contingent on the availability of state funds. If you have any

questions about this award, please contact:

Dave Martin

Public Safety Grants Representative 3

NYS Division of Criminal Justice Services

Office of Program Development and Funding

(518) 485-9607 or David.Martin@DCJS.NY.GOV

Contingent upon available funding and execution of the contract and approval of the Attorney General and the

Office of the State Comptroller.

Ord. 62

ORDINANCE AMENDING THE CAPITAL PROJECTS FUND

AND DEBT SERVICE FUND BUDGETS

The City of Troy, convened in City Council, ordains as follows:

Section 1. The City of Troy 2019 budget is herein amended as set forth in Schedule A

entitled:

August 2019 Budget Amendments – 2019 BAN Premium

which is attached hereto and made a part hereof

Section 2. This act will take effect immediately.

Approved as to form July 18, 2019

James A. Caruso, Corporation Counsel

Ord. 62

MEMO IN SUPPORT

The City has changed the accounting practice of how a premium from the issuance of serial

bonds or bond anticipation notes (BANs) are recognized for revenue purposes on the City’s

financial records. The new practice recognizes revenue within the Capital Projects Fund and then

transfers the funds to the Debt Service Fund to be used for future debt service payments.

Therefore the money can be used to directly pay for the interest costs associated with the

issuance where the premium was received. The change to the practice has been reviewed with

the New York State Comptroller’s Office and they have told the City Comptroller’s Office that

this is acceptable.

The amount is representative of the premium that was paid to the City as part of the July 2019

BAN (bond anticipation note) issuance.

Original

Change

Revised

Department

Account No. Description Budget* ( + / - ) Budget

Capital Projects Fund H.1000.2710.0000.0000 Premium On Obligations 330,170.00 41,358.47 371,528.47

Capital Projects Fund H.9950.0998.0000.0000 Debt Service Fund 330,170.00 41,358.47 371,528.47

0.00

Debt Service Fund V.0000.5031.0000.0000 Interfund Transfers 330,170.00 41,358.47 371,528.47

Debt Service Fund V.9901.0904.0000.0000 General Fund 330,170.00 41,358.47 371,528.47

0.00

Debt Service Fund

Revenues

Expenditures

Net Impact On Debt Service Fund

* Or as previously amended

Net Impact On Capital Projects Fund

Schedule A

August 2019 Budget Amendments – 2019 BAN Premium

Revenues

Expenditures

Capital Projects Fund

Ord.63

ORDINANCE TRANSFERRING FUNDS WITHIN

THE 2019 GARBAGE FUND BUDGET

The City of Troy, convened in City Council, ordains as follows:

Section 1. The City of Troy 2019 budget is herein amended as set forth in Schedule A

entitled:

August 2019 Budget Transfer(s) – Garbage Fund

which is attached hereto and made a part hereof

Section 2. This act will take effect immediately.

Approved as to form July 18, 2019

James A. Caruso, Corporation Counsel

Ord.63

MEMO IN SUPPORT

Throughout the fiscal year the Comptroller’s Office works with all departments within the City

for necessary budget transfers within the Garbage Fund in the 2019 fiscal year. This ordinance

transfers funds within the 2019 Garbage Fund Budget for the following reason(s). Please note

that the number indicated below references to the name as indicated in the “Reference” column

on the Schedule attached hereto.

1. A transfer of $58,000 to fund costs associated with grindings at the Alamo, hazardous

waste day and e-waste removal for the remainder of the 2019 fiscal year.

Original

Change

Revised

Department

Account No. Description Budget* ( + / - ) Budget Reference

Bulk Pickup CL.8175.0405.0076.0000 Tipping Fees 205,420.00 (58,000.00) 147,420.00 1

Special Recycling CL.8189.0409.0000.0000 Consultant Services 0.00 58,000.00 58,000.00 1

0.00

Schedule A

August 2019 Budget Transfer(s) – Garbage Fund

* Or as previously amended

Net Impact On Garbage Fund

Ord. 64

ORDINANCE TRANSFERRING FUNDS

WITHIN THE 2019 GENERAL FUND BUDGET

The City of Troy, convened in City Council, ordains as follows:

Section 1. The City of Troy 2019 budget is herein amended as set forth in Schedule A

entitled:

August 2019 Budget Transfer(s) – General Fund

which is attached hereto and made a part hereof

Section 2. This act will take effect immediately.

Approved as to form July 18, 2019

James A. Caruso, Corporation Counsel

Ord. 64

MEMO IN SUPPORT

Throughout the fiscal year the Comptroller’s Office works with all departments within the City

for necessary budget transfers within the General Fund in the 2019 fiscal year. This ordinance

transfers funds within the 2019 General Fund Budget for the following reason(s). Please note

that the number indicated below references to the name as indicated in the “Reference” column

on the Schedule attached hereto.

1. A transfer of $3,000 within the Golf Course budget for the purchase of chemicals

2. A transfer from the General Fund’s Contingency to fund vehicle repairs and parts; along

with additional funding for repairs to city streets. The primary purpose of the funding for

city streets is to fund the costs related to repairs to the Ferry Street tunnel.

3. A transfer for repairs to various city facilities.

4. A transfer for additional monies for postage within the departments within General

Services.

Original

Change

Revised

Department

Account No. Description Budget* ( + / - ) Budget Reference

Recreation - Golf Course A.7180.0409.0000.0000 Consultant Services 49,500.00 (3,000.00) 46,500.00 1

Recreation - Golf Course A.7180.0303.2421.0000 Other Materials & Supplies - Chemicals 87,000.00 3,000.00 90,000.00 1

DPW - Garage A.1640.0304.0058.0000 Vehicle Expense - Repairs 75,000.00 20,000.00 95,000.00 2

DPW - Streets A.5110.0409.0000.0000 Consultant Services 75,000.00 35,000.00 110,000.00 2

DPW - Garage A.1640.0304.0057.0000 Vehicle Expense - Parts 225,000.00 15,000.00 240,000.00 2

Contingency A.1990.0418.0000.0000 Contingency 776,632.69 (70,000.00) 706,632.69 2

DPW - Facilities A.1620.0404.0068.0000 Repairs - Equipment 30,000.00 13,000.00 43,000.00 3

DPW - Streets A.5110.0401.0074.0000 Utilities - Street Lights 1,130,500.00 (13,000.00) 1,117,500.00 3

DPW - Admin A.1490.0402.0000.0000 Postage 400.00 2,000.00 2,400.00 4

DPW - Facilities A.1620.0401.0053.0000 Utilities - Telephone 262,000.00 (2,000.00) 260,000.00 4

0.00

Schedule A

August 2019 Budget Transfer(s) – General Fund

* Or as previously amended

Net Impact On General Fund

Ord.65

ORDINANCE TRANSFERRING FUNDS

WITHIN THE 2019 GENERAL FUND BUDGET

The City of Troy, convened in City Council, ordains as follows:

Section 1. The City of Troy 2019 budget is herein amended as set forth in Schedule A

entitled:

August 2019 Budget Transfer(s) – Early Voting Site

which is attached hereto and made a part hereof

Section 2. This act will take effect immediately.

Approved as to form July 18, 2019

James A. Caruso, Corporation Counsel

Ord.65

MEMO IN SUPPORT

Throughout the fiscal year the Comptroller’s Office works with all departments within the City

for necessary budget transfers within the General Fund in the 2019 fiscal year. This ordinance

transfers funds within the 2019 General Fund Budget for the following reason(s). Please note

that the number indicated below references to the name as indicated in the “Reference” column

on the Schedule attached hereto.

1. A transfer of $7,500 to provide funding for an early voting site.

Original

Change

Revised

Department

Account No. Description Budget* ( + / - ) Budget Reference

Contingency A.1990.0418.0000.0000 Contingency 776,632.69 (7,500.00) 769,132.69 1

Mayor's Office A.1210.0409.0000.0000 Consultant Services 40,000.00 7,500.00 47,500.00 1

0.00

Schedule A

August 2019 Budget Transfer(s) – Early Voting Site

* Or as previously amended

Net Impact On General Fund

Ord.66

ORDINANCE AMENDING THE SPECIAL GRANTS FUND BUDGET

The City of Troy, convened in City Council, ordains as follows:

Section 1. The City of Troy 2019 budget is herein amended as set forth in Schedule A

entitled:

August 2019 Budget Amendments – Wayfinding

which is attached hereto and made a part hereof

Section 2. This act will take effect immediately.

Approved as to form July 15, 2019

James A. Caruso, Corporation Counsel

Ord.66

Memo In Support

This ordinance establishes the revenue and expenditure accounts within the Special Grants Fund

(CD Fund) for the contract pending approval from the City Council for the wayfinding project.

Funding is to be provided from the Troy Redevelopment Foundation.

Original

Change

Revised

Department

Account No. Description Budget* ( + / - ) Budget

Wayfinding CD.1000.2705.8000.8344 Gifts & Donations 0.00 60,200.00 60,200.00

Wayfinding CD.8020.0409.8000.8344 Consultant Services 0.00 60,200.00 60,200.00

0.00

Expenditures

* Or as previously amended

Net Impact On Special Grants Fund

Schedule A

August 2019 Budget Amendments – Wayfinding

Revenues

Ord.67

ORDINANCE TRANSFERRING FUNDS WITHIN THE 2019 WATER FUND BUDGET

The City of Troy, convened in City Council, ordains as follows:

Section 1. The City of Troy 2019 budget is herein amended as set forth in Schedule A

entitled:

August 2019 Budget Transfers – Water Fund

which is attached hereto and made a part hereof

Section 2. This act will take effect immediately.

Approved as to form July 18, 2019

James A. Caruso, Corporation Counsel

THE CITY OF TROY

NTER-OFFICE MEMORANDUM

To: Andrew Piotrowski, Deputy Comptroller

From: Chris Wheland, Superintendent of Public Utilities

Subject: August 2019 Water Transfers

Date: July 18, 2019

There are two transfers required for the August 2019 council meeting. These are to cover current expenses and

in anticipation of future expenditures.

Transfers associated with the Garage are for associated Parts, Supplies, and Repairs for vehicles. These transfers

are required due to large pieces of equipment needing repair.

If you have other questions please let me know.

Cc: Patrick Madden, Mayor

Monica Kurzejeski, Deputy Mayor

Original

Change

Revised

Department

Account No. Description Budget* ( + / - ) Budget

DPU - Purification F.8330.0303.0000.0000 Other Material & Supplies 875,063.00 (40,000.00) 835,063.00

DPU - Transmission F.8340.0303.0000.0000 Other Material & Supplies 383,000.00 (30,000.00) 353,000.00

DPU - Purification F.8330.0401.0054.0000 Utilities - Gas / Electric 120,000.00 (20,000.00) 100,000.00

DPU - Garage F.1640.0304.0057.0000 Vehicle Expense - Parts 150,000.00 50,000.00 200,000.00

DPU - Garage F.1640.0304.0058.0000 Vehicle Expense - Repairs 60,000.00 40,000.00 100,000.00

0.00

Schedule A

August 2019 Budget Transfers – Water Fund

* Or as previously amended

Net Impact On Water Fund

ORD. 68

ORDINANCE AUTHORIZING AND RATIFYING THE MEMORANDA OF

AGREEMENT BY AND BETWEEN THE CITY OF TROY AND THE TROY POLICE

BENEVOLENT ASSOCIATION (PBA)

The City of Troy, convened in City Council, ordains as follows:

Section 1. The City of Troy and the Troy Police Benevolent Association have successfully

negotiated the terms of the “Memoranda of Agreements” extending the Labor Agreement which

expired December 31, 2017, and Collective Bargaining Agreement which “Memoranda of

Agreements” are attached hereto as Exhibit “A” and made a part hereof.

Section 2. The members of the Police Benevolent Association have ratified the proposed

“Memoranda of Agreements” found in Exhibit “A” herein, and shall be bound by the terms of

that agreement upon ratification of the City Council of The City of Troy and execution by the

Mayor

Section 3. This act shall take effect immediately.

Approved as to form, August 1, 2019

James A. Caruso, Esq., Corporation Counsel

ORD68

ORD. 69

ORDINANCE AUTHORIZING THE ALLOCATION OF

NEIGHBORHOOD IMPROVEMENT PROGRAM FUNDS

The City of Troy, in City Council convened, ordains as follows:

Section 1. $20,000 has been allocated in the 2019 City of Troy budget for Neighborhood

Improvement Program projects.

Section 2. Based on $17,254.01 of the Initial $20,000 being approved at the City Council

meeting on May 23, 2019, for the first round of distribution to awarded projects, there was a

second round of applications and funding opportunity available for the public to participate in the

program.

Section 3. Of the remaining funds for Neighborhood Improvement Program projects, the 2

round received four project applications considered for the award funding total of $1,910.

Section 3. The City Council of the City of Troy, New York, having given due deliberation and

consideration to the four applications presented for Neighborhood Improvement Projects, does

hereby allocate funding for the 2

Round of the 2019 Neighborhood Improvement Program for

projects according to the attached schedule.

Section 4. This ordinance shall take effect immediately.

Approved as to form August 1

,, 2019.

____________________________________

James A. Caruso, Esq., Corporation Counsel

ORD. 69

Neighborhood Improvement Program Funding Schedule – 2nd Round - July 2019

App

Contact

Group

Location

Summary

Request

Award

Herrick, Mary

5th Ward War Memorial

Spring and Pawling

Trees for war memorial

$100

Martuscello,

Dan

South Troy Pop Warner

Geer Field, Thompson

Street

-siding Pop Warner

building

$1,000

Oliver, Mike

Friends of Pawling Park

Pawling Park

Mulch and marble chips

for garden

$450

Rouse, Sandra

Riverside Neighborhood

, Osgood

Neighborhood

South Central and

South Troy

Alley Rally Placards

$360

Round 2 Totals: (4 projects)

$1,910

ORD. 69

Support Memo

The four projects submitted for the 2

Round of 2019 Neighborhood Improvement Program

funding are suitable for the community and will help further the mission of the program. Each

project complies with program terms and will benefit the City as a whole.

Application # 30: Replacement of dead trees at the 5

Ward War Memorial

Application # 31: Replacement of vinyl siding on the exterior of storage shed for South Troy Pop

Warner football program at Gear Field.

Application # 32: Additional mulch and marble wood chips for Pawling Park beautification.

Application # 33: Purchase placards to ensure successful “Alley Rally” community-wide tag sale

for residents to discard of and trade unwanted items. The placards will help with wayfinding and

will be used each season that the Alley Rally takes places.

ORD. 70

ORDINANCE TRANSFERRING FUNDS

WITHIN THE 2019 GENERAL FUND BUDGET

The City of Troy, convened in City Council, ordains as follows:

Section 1. The City of Troy 2019 budget is herein amended as set forth in Schedule A

entitled:

August 2019 Budget Transfer(s) – General Fund 2

which is attached hereto and made a part hereof

Section 2. This act will take effect immediately.

Approved as to form July 29, 2019

Daniel Vincelette, Deputy Corporation Counsel

ORD. 70

MEMO IN SUPPORT

Throughout the fiscal year the Comptroller’s Office works with all departments within the City

for necessary budget transfers within the General Fund in the 2019 fiscal year. This ordinance

transfers funds within the 2019 General Fund Budget for the following reason(s). Please note

that the number indicated below references to the name as indicated in the “Reference” column

on the Schedule attached hereto.

1. A transfer of $39,000 from Consultant Services in the Recreation – Parks Department to

fund accounts in the Recreation department.

2. A transfer of $18,500 from Consultant Services in the Recreation – Golf Course

Department to fund Utilities in the Recreation department.

ORD70

Original

Change

Revised

Department

Account No. Description Budget* ( + / - ) Budget Reference

Recreation - Parks A.7110.0303.0000.0000 Other Material & Supplies 30,000.00 10,000.00 40,000.00 1

Recreation - Parks A.7110.0409.0000.0000 Consultant Services 45,000.00 (39,000.00) 6,000.00 1

Recreation - Ice Rinks A.7140.0401.0054.0000 Utlities - Electric 29,000.00 29,000.00 58,000.00 1

Recreation - Golf Course A.7180.0401.0054.0000 Utlities - Electric 25,000.00 15,000.00 40,000.00 2

Recreation - Golf Course A.7180.0409.0000.0000 Consultant Services 49,500.00 (18,500.00) 31,000.00 2

Recreation - Golf Course A.7180.0401.0055.0000 Utilities - Water & Sewer 8,000.00 3,500.00 11,500.00 2

0.00

Schedule A

August 2019 Budget Transfer(s) – General Fund 2

* Or as previously amended

Net Impact On General Fund

Res. 50

RESOLUTION DETERMINING THAT PROPOSED TYPE I ACTION SHALL HAVE

NO SIGNIFICANT ADVERSE IMPACTS ON THE ENVIRONMENT

WHEREAS, the City Council of the City of Troy, New York (the “City”) is considering

undertaking the lease of the Scolite Parcel located on Madison Street, East of the Hudson River

and South of the Poestenkill; and

WHEREAS, pursuant to the New York State Environmental Quality Review Act (the

“SEQR Act”) and the regulations adopted pursuant thereto by the Department of Environmental

Conservation of the State of New York, being 6 NYCRR Part 617, as amended (the

“Regulations”), the City desires to comply with the SEQR Act and the Regulations with respect

to the Project;

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE CITY

COUNCIL OF THE CITY OF TROY, NEW YORK AS FOLLOWS:

1. The lease constitutes an “Unlisted Action” under 6 NYCRR § 617

2. A Long Environmental Assessment form has been completed and reviewed and it

is the determination of the City Council that the action will have no significant adverse impacts

on the environment.

The foregoing Resolution was thereupon declared duly adopted.

Approved as to form, August 1, 2019.

___________________________________

James A. Caruso, Corporation Counsel

Page 1 of 10

Full Environmental Assessment Form

Part 2 - Identification of Potential Project Impacts

Part 2 is to be completed by the lead agency. Part 2 is designed to help the lead agency inventory all potential resources that could

be affected by a proposed project or action. We recognize that the lead agency=s reviewer(s) will not necessarily be environmental

professionals. So, the questions are designed to walk a reviewer through the assessment process by providing a series of questions that

can be answered using the information found in Part 1. To further assist the lead agency in completing Part 2, the form identifies the

most relevant questions in Part 1 that will provide the information needed to answer the Part 2 question. When Part 2 is completed, the

lead agency will have identified the relevant environmental areas that may be impacted by the proposed activity.

If the lead agency is a state agency and the action is in any Coastal Area, complete the Coastal Assessment Form before proceeding

with this assessment.

Tips for completing Part 2:

• Review all of the information provided in Part 1.

• Review any application, maps, supporting materials and the Full EAF Workbook.

• Answer each of the 18 questions in Part 2.

• If you answer “Yes” to a numbered question, please complete all the questions that follow in that section.

• If you answer “No” to a numbered question, move on to the next numbered question.

• Check appropriate column to indicate the anticipated size of the impact.

• Proposed projects that would exceed a numeric threshold contained in a question should result in the reviewing agency

checking the box “Moderate to large impact may occur.”

• The reviewer is not expected to be an expert in environmental analysis.

• If you are not sure or undecided about the size of an impact, it may help to review the sub-questions for the general

question and consult the workbook.

• When answering a question consider all components of the proposed activity, that is, the Awhole action@.

• Consider the possibility for long-term and cumulative impacts as well as direct impacts.

• Answer the question in a reasonable manner considering the scale and context of the project.

1. Impact on Land

Proposed action may involve construction on, or physical alteration of,  NO  YES

the land surface of the proposed site. (See Part 1. D.1)

If “Yes”, answer questions a - j. If “No”, move on to Section 2.

Relevant

Part I

Question(s)

No, or

sma

impact

may occur

Moderate

to large

impact may

occur

a. The proposed acti

on may involve construction on land where depth to water table is

less than 3 feet.

E2d

b. The proposed act

ion may involve construction on slopes of 15% or greater.

E2f

c. The proposed acti

on may involve construction on land where bedrock is exposed, or

generally within 5 feet of existing ground surface.

E2a

d. The proposed act

ion may involve the excavation and removal of more than 1,000 tons

of natural material.

D2a

e. The proposed acti

on may involve construction that continues for more than one year

or in multiple phases.

D1e

f. The proposed action may result in increas

ed erosion, whether from physical

disturbance or vegetation removal (including from treatment by herbicides).

D2e, D2q

g. The proposed action is, or

may be, located within a Coastal Erosion hazard area.

B1i

h. Other impacts: _

______________________________________________________

___________________________________________________________________

Agency Use Only [If applicable]

Project :

Date :

FEAF 2019

✔

Page 2 of 10

2. Impact on Geological Features

The proposed action may result in the modification or destruction of, or inhibit

access to, any unique or unusual land forms on the site (e.g., cliffs, dunes,  NO  YES

minerals, fossils, caves). (See Part 1. E.2.g)

If “Yes”, answer questions a - c. If “No”, move on to Section 3.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. Identify th

e specific land form(s) attached: ________________________________

___________________________________________________________________

E2g

9 9

b. The pr

oposed action may affect or is adjacent to a geological feature listed as a

registered National Natural Landmark.

Specific feature: _____________________________________________________

E3c

c. Othe

r impacts: ______________________________________________________

___________________________________________________________________

3. Impacts on Surface Water

The proposed action may affect one or more wetlands or other surface water  NO  YES

bodies (e.g., streams, rivers, ponds or lakes). (See Part 1. D.2, E.2.h)

If “Yes”, answer questions a - l. If “No”, move on to Section 4.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The proposed action may create a new water body.

D2b, D1h

b. The propo

sed action may result in an increase or decrease of over 10% or more than a

10 acre increase or decrease in the surface area of any body of water.

D2b

c. The pr

oposed action may involve dredging more than 100 cubic yards of material

from a wetland or water body.

D2a

d. The propo

sed action may involve construction within or adjoining a freshwater or

tidal wetland, or in the bed or banks of any other water body.

E2h

e. The propose

d action may create turbidity in a waterbody, either from upland erosion,

runoff or by disturbing bottom sediments.

D2a, D2h

f. The propo

sed action may include construction of one or more intake(s) for withdrawal

of water from surface water.

D2c

g. The pr

oposed action may include construction of one or more outfall(s) for discharge

of wastewater to surface water(s).

D2d

h. The pr

oposed action may cause soil erosion, or otherwise create a source of

stormwater discharge that may lead to siltation or other degradation of receiving

water bodies.

D2e

i. The proposed action

may affect the water quality of any water bodies within or

downstream of the site of the proposed action.

E2h

j. The pr

oposed action may involve the application of pesticides or herbicides in or

around any water body.

D2q, E2h

k. The proposed action may require the construction of new, or expansion of existing,

wastewater treatment facilities.

D1a, D2d

✔

Page 3 of 10

l. Other impacts: __

_____________________________________________________

___________________________________________________________________

4. Impact on groundwater

The proposed action may result in new or additional use of ground water, or  NO  YES

may have the potential to introduce contaminants to ground water or an aquifer.

(See Part 1. D.2.a, D.2.c, D.2.d, D.2.p, D.2.q, D.2.t)

If “Yes”, answer questions a - h. If “No”, move on to Section 5.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The proposed

action may require new water supply wells, or create additional demand

on supplies from existing water supply wells.

D2c

b. Water supply demand from the proposed a

ction may exceed safe and sustainable

withdrawal capacity rate of the local supply or aquifer.

Cite Source: ________________________________________________________

D2c

c. The proposed action may allow or result in residential uses in areas without water and

sewer services.

D1a, D2c

d. The proposed action

may include or require wastewater discharged to groundwater.

D2d, E2l

9 9

e. The propo

sed action may result in the construction of water supply wells in locations

where groundwater is, or is suspected to be, contaminated.

D2c, E1f,

E1g, E1h

f. The prop

osed action may require the bulk storage of petroleum or chemical products

over ground water or an aquifer.

D2p, E2l

g. The proposed action

may involve the commercial application of pesticides within 100

feet of potable drinking water or irrigation sources.

E2h, D2q,

E2l, D2c

h. Other impa

cts: ______________________________________________________

__________________________________________________________________

5. Impact on Flooding

The proposed action may result in development on lands subject to flooding.  NO  YES

(See Part 1. E.2)

If “Yes”, answer questions a - g. If “No”, move on to Section 6.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The proposed

action may result in development in a designated floodway.

E2i

b. The proposed action m

ay result in development within a 100 year floodplain.

E2j

c. The propo

sed action may result in development within a 500 year floodplain.

E2k

d. The propo

sed action may result in, or require, modification of existing drainage

patterns.

D2b, D2e

e. The proposed

action may change flood water flows that contribute to flooding.

D2b, E2i,

E2j, E2k

If there is a dam located on the site of the proposed action, is the dam in need of repair,

or upgrade?

E1e

✔

Page 4 of 10

g. Other impacts: ______________________________________________________

___________________________________________________________________

6. Impacts on Air

 NO  YES The proposed action may include a state regulated air emission source.

(See Part 1. D.2.f., D.2.h, D.2.g)

If “Yes”, answer questions a - f. If “No”, move on to Section 7.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. If the proposed action requires federal or state air emission permits, the action m

also emit one or more greenhouse gases at or above the following levels:

i. More than 1000 tons/year of carbon dioxide (CO

)

ii. More than 3.5 tons/year of nitrous oxide (N

iii. More than 1000 tons/year of carbon equivalent of perfluorocarbons (PFCs)

iv. More than .045 tons/year of sulfur hexafluoride (SF

)

v. More than 1000 tons/year of carbon dioxide equivalent of

hydrochloroflourocarbons (HFCs) emissions

vi. 43 tons/year or more of methane

D2g

D2h

b. The proposed action may g

enerate 10 tons/year or more of any one designated

hazardous air pollutant, or 25 tons/year or more of any combination of such hazardous

air pollutants.

D2g

c. The proposed action may require a state air registration, or may produce an emissions

rate of total contaminants that may exceed 5 lbs. per hour, or may include a heat

source capable of producing more than 10 million BTU=s per hour.

D2f, D2g

The proposed action may reach 50% of any of the thresholds in “a” through “c”,

above.

D2g

e. The proposed actio

n may result in the combustion or thermal treatment of more than 1

ton of refuse per hour.

D2s

f. Other impacts: _____

_________________________________________________

__________________________________________________________________

7. Impact on Plants and Animals

The proposed action may result in a loss of flora or fauna. (See Part 1. E.2. m.-q.)  NO  YES

If “Yes”, answer questions a - j. If “No”, move on to Section 8.

Relevant

Part I

Question(s)

No, or

small

impa

may occur

Moderate

to large

impact may

occur

a. The proposed acti

on may cause reduction in population or loss of individuals of any

threatened or endangered species, as listed by New York State or the Federal

government, that use the site, or are found on, over, or near the site.

E2o

b. The proposed actio

n may result in a reduction or degradation of any habitat used by

any rare, threatened or endangered species, as listed by New York State or the federal

government.

E2o

c. The proposed actio

n may cause reduction in population, or loss of individuals, of any

species of special concern or conservation need, as listed by New York State or the

Federal government, that use the site, or are found on, over, or near the site.

E2p

d. The proposed actio

n may result in a reduction or degradation of any habitat used by

any species of special concern and conservation need, as listed by New York State or

the Federal government.

E2p

✔

Page 5 of 10

e. The pr

oposed action may diminish the capacity of a registered National Natural

Landmark to support the biological community it was established to protect.

E3c

f. The p

roposed action may result in the removal of, or ground disturbance in, any

portion of a designated significant natural community.

Source: ____________________________________________________________

E2n

g. The proposed action may substantially interfere with nesting/breeding, foraging, or

over-wintering habitat for the predominant species that occupy or use the project site.

E2m

h. The pr

oposed action requires the conversion of more than 10 acres of forest,

grassland or any other regionally or locally important habitat.

Habitat type & information source: ______________________________________

__________________________________________________________________

E1b

i. Propose

d action (commercial, industrial or recreational projects, only) involves use of

herbicides or pesticides.

D2q

j. Oth

er impacts: ______________________________________________________

__________________________________________________________________

8. Impact on Agricultural Resources

The proposed action may impact agricultural resources. (See Part 1. E.3.a. and b.)  NO  YES

If “Yes”, answer questions a - h. If “No”, move on to Section 9.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The proposed action may impact soil classified within soil group 1 through 4 of the

NYS Land Classification System.

E2c, E3b

9 9

b. The proposed action m

ay sever, cross or otherwise limit access to agricultural land

(includes cropland, hayfields, pasture, vineyard, orchard, etc).

E1a, Elb

c. The pr

oposed action may result in the excavation or compaction of the soil profile of

active agricultural land.

E3b

d. The pr

oposed action may irreversibly convert agricultural land to non-agricultural

uses, either more than 2.5 acres if located in an Agricultural District, or more than 10

acres if not within an Agricultural District.

E1b, E3a

e. The pr

oposed action may disrupt or prevent installation of an agricultural land

management system.

El a, E1b

f. The proposed

action may result, directly or indirectly, in increased development

potential or pressure on farmland.

C2c, C3,

D2c, D2d

g. The pr

oposed project is not consistent with the adopted municipal Farmland

Protection Plan.

C2c

h. Oth

er impacts: ________________________________________________________

✔

Page 6 of 10

9. Impact on Aesthetic Resources

The land use of the proposed action are obviously different from, or are in  NO  YES

sharp contrast to, current land use patterns between the proposed project and

a scenic or aesthetic resource. (Part 1. E.1.a, E.1.b, E.3.h.)

If “Yes”, answer questions a - g. If “No”, go to Section 10.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. Propo

sed action may be visible from any officially designated federal, state, or local

scenic or aesthetic resource.

E3h

b. The proposed

action may result in the obstruction, elimination or significant

screening of one or more officially designated scenic views.

E3h, C2b

c. The proposed

action may be visible from publicly accessible vantage points:

i. Seasonally (e.g., screened by summer foliage, but visible during other seasons)

ii. Year round

E3h

d. The situ

ation or activity in which viewers are engaged while viewing the proposed

action is:

i. Routine travel by residents, including travel to and from work

ii. Recreational or tourism based activities

E3h

E2q,

E1c

e. The prop

osed action may cause a diminishment of the public enjoyment and

appreciation of the designated aesthetic resource.

E3h

f. There are si

milar projects visible within the following distance of the proposed

project:

0-1/2 mile

½ -3 mile

3-5 mile

5+ mile

D1a, E1a,

D1f, D1g

g. Othe

r impacts: ______________________________________________________

__________________________________________________________________

10. Impact on Historic and Archeological Resources

The proposed action may occur in or adjacent to a historic or archaeological  NO  YES

resource. (Part 1. E.3.e, f. and g.)

If “Yes”, answer questions a - e. If “No”, go to Section 11.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

E3e

b. The prop

osed action may occur wholly or partially within, or substantially contiguous

to, an area designated as sensitive for archaeological sites on the NY State Historic

Preservation Office (SHPO) archaeological site inventory.

E3f

c. The prop

osed action may occur wholly or partially within, or substantially contiguous

to, an archaeological site not included on the NY SHPO inventory.

Source: ____________________________________________________________

E3g

a. The proposed action may occur wholly or partially within, or substantially contiguous

to, any buildings, archaeological site or district which is listed on the

National or

State Register of Historical Places, or that has been determined by the Commissioner

of the NYS Office of Parks, Recreation and Historic Preservation to be eligible for

listing on the State Register of Historic Places.

✔

Page 7 of 10

d. Other imp

acts: ______________________________________________________

__________________________________________________________________

If any of the above (a-d) are answered “Moderate to large impact may

occur”, continue with

the following questions to

hel

support conclusions in Part 3:

i. The proposed action may result in the destruction or alteration of all or part

of the site or property.

ii. The proposed action may result in the alteration of the property’s setting or

integrity.

iii. The proposed action may result in the introduction of visual elements which

are out of character with the site or property, or may alter its setting.

E3e, E3g,

E3f

E3e, E3f,

E3g, E1a,

E1b

E3e, E3f,

E3g, E3h,

C2, C3

11. Impact on Open Space and Recreation

The proposed action may result in a loss of recreational opportunities or a  NO  YES

reduction of an open space resource as designated in any adopted

municipal open space plan.

(See Part 1. C.2.c, E.1.c., E.2.q.)

If “Yes”, answer questions a - e. If “No”, go to Section 12.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The proposed act

ion may result in an impairment of natural functions, or “ecosystem

services”, provided by an undeveloped area, including but not limited to stormwater

storage, nutrient cycling, wildlife habitat.

D2e, E1b

E2h,

E2m, E2o,

E2n, E2p

b. The proposed action ma

y result in the loss of a current or future recreational resource.

C2a, E1c,

C2c, E2q

c. The proposed action may elim

inate open space or recreational resource in an area

with few such resources.

C2a, C2c

E1c, E2q

d. The proposed action ma

y result in loss of an area now used informally by the

community as an open space resource.

C2c, E1c

e. Other impacts: _

____________________________________________________

_________________________________________________________________

12. Impact on Critical Environmental Areas

The proposed action may be located within or adjacent to a critical  NO  YES

environmental area (CEA). (See Part 1. E.3.d)

If “Yes”, answer questions a - c. If “No”, go to Section 13.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The propos

ed action may result in a reduction in the quantity of the resource or

characteristic which was the basis for designation of the CEA.

E3d

b. The proposed action ma

y result in a reduction in the quality of the resource or

characteristic which was the basis for designation of the CEA.

E3d

c. Other impac

ts: ______________________________________________________

__________________________________________________________________

✔

Page 8 of 10

13. Impact on Transportation

The proposed action may result in a change to existing transportation systems.  NO  YES

(See Part 1. D.2.j)

If “Yes”, answer questions a - f. If “No”, go to Section 14.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. Projected traffic increase may exceed capacity of existing road network.

D2j

b. The propo

sed action may result in the construction of paved parking area for 500 or

more vehicles.

D2j

c. The proposed action will degrade e

xisting transit access.

D2j

d. The proposed action will degrade e

xisting pedestrian or bicycle accommodations.

D2j

The proposed action may alter the present pattern of movement of people or goods.

D2j

f. Other impacts: ______________________________________________________

__________________________________________________________________

14. Impact on Energy

The proposed action may cause an increase in the use of any form of energy.  NO  YES

(See Part 1. D.2.k)

If “Yes”, answer questions a - e. If “No”, go to Section 15.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The proposed action will require a new, or an upgrade to an existing, substation. D2k

9 9

b. The proposed action will require the creation or extension of an energy transmission

or supply system to serve more than 50 single or two-family residences or to serve a

commercial or industrial use.

D1f,

D1q, D2k

9 9

c. The propo

sed action may utilize more than 2,500 MWhrs per year of electricity.

D2k

d. The proposed action

may involve heating and/or cooling of more than 100,000 square

feet of building area when completed.

D1g

e. Other Impacts: ________________________________________________________

____________________________________________________________________

15. Impact on Noise, Odor, and Light

The proposed action may result in an increase in noise, odors, or outdoor lighting.  NO  YES

(See Part 1. D.2.m., n., and o.)

If “Yes”, answer questions a - f. If “No”, go to Section 16.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The proposed action may produce sound above noise levels established by local

regulation.

D2m

b. The proposed action m

ay result in blasting within 1,500 feet of any residence,

hospital, school, licensed day care center, or nursing home.

D2m, E1d

c. The proposed action may result in routine odors for more than one hour per day. D2o

✔

Page 9 of 10

d. The proposed action

may result in light shining onto adjoining properties.

D2n

e. The prop

osed action may result in lighting creating sky-glow brighter than existing

area conditions.

D2n, E1a

f. Other

impacts: ______________________________________________________

__________________________________________________________________

16. Impact on Human Health

The proposed action may have an impact on human health from exposure  NO  YES

to new or existing sources of contaminants. (See Part 1.D.2.q., E.1. d. f. g. and h.)

If “Yes”, answer questions a - m. If “No”, go to Section 17.

Relevant

Part I

Question(s)

No,or

small

impact

may cccur

Moderate

to large

impact may

occur

a. The proposed action is located within 1500 feet of a school, hospital, licensed day

care center, group home, nursing home or retirement community.

E1d

9 9

b. The site o

f the proposed action is currently undergoing remediation.

E1g, E1h

c. There is a completed em

ergency spill remediation, or a completed environmental site

remediation on, or adjacent to, the site of the proposed action.

E1g, E1h

The site of the action is subject to an institutional control limiting the use of the

property (e.g., easement or deed

restriction).

E1g, E1h

e. The proposed action may affect institutional control m

easures that were put in place

to ensure that the site remains protective of the environment and human health.

E1g, E1h

f. The proposed action has a

dequate control measures in place to ensure that future

generation, treatment and/or disposal of hazardous wastes will be protective of the

environment and human health.

D2t

g. The prop

osed action involves construction or modification of a solid waste

management facility.

D2q, E1f

h. The proposed action may result in t

he unearthing of solid or hazardous waste.

D2q, E1f

i. The proposed action ma

y result in an increase in the rate of disposal, or processing, of

solid waste.

D2r, D2s

j. The prop

osed action may result in excavation or other disturbance within 2000 feet of

a site used for the disposal of solid or hazardous waste.

E1f, E1g

E1h

k. The proposed action

may result in the migration of explosive gases from a landfill

site to adjacent off site structures.

E1f, E1g

l. The proposed action ma

y result in the release of contaminated leachate from the

project site.

D2s, E1f,

D2r

m. Other imp

acts: ______________________________________________________

__________________________________________________________________

✔

Page 10 of 10

17. Consistency with Community Plans

The proposed action is not consistent with adopted land use plans.  NO  YES

(See Part 1. C.1, C.2. and C.3.)

If “Yes”, answer questions a - h. If “No”, go to Section 18.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The proposed action’s land use components may be different from, or in sharp

contrast to, current surrounding land use pattern(s).

C2, C3, D1a

E1a, E1b

b. The proposed action will cause the permanent population of the city, town or village

in which the project is located to grow by more than 5%.

c. The proposed action is inconsistent with local land use plans or zoning regulations.

C2, C2, C3

d. The proposed action is inconsistent with any County plans, or other regional land use

plans.

C2, C2

e. The proposed action may cause a change in the density of development that is not

supported by existing infrastructure or is distant from existing infrastructure.

C3, D1c,

D1d, D1f,

D1d, Elb

f. The proposed action is located in an area characterized by low density development

that will require new or expanded public infrastructure.

C4, D2c, D2d

D2j

g. The proposed action may induce secondary development impacts (e.g., residential or

commercial development not included in the proposed action)

C2a

9 9

h. Other: _____________________________________________________________

__________________________________________________________________

18. Consistency with Community Character

The proposed project is inconsistent with the existing community character.  NO  YES

(See Part 1. C.2, C.3, D.2, E.3)

If “Yes”, answer questions a - g. If “No”, proceed to Part 3.

Relevant

Part I

Question(s)

No, or

small

impact

may occur

Moderate

to large

impact may

occur

a. The proposed action may replace or eliminate existing facilities, structures, or areas

of historic importance to the community.

E3e, E3f, E3g

b. The proposed action may create a demand for additional community services (e.g.

schools, police and fire)

c. The proposed action may displace affordable or low-income housing in an area where

there is a shortage of such housing.

C2, C3, D1f

D1g, E1a

d. The proposed action may interfere with the use or enjoyment of officially recognized

or designated public resources.

C2, E3

e. The proposed action is inconsistent with the predominant architectural scale and

character.

C2, C3

f. Proposed action is inconsistent with the character of the existing natural landscape.

C2, C3

E1a, E1b

E2g, E2h

g. Other impacts: ______________________________________________________

__________________________________________________________________

✔

PRINT FULL FORM

Res. 52

RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A CONTRACT WITH

THE TANGRAM DESIGN LLC TO DESIGN TROY WAYFINDING SYSTEM

WHEREAS, the City solicited proposals from qualified vendors to undertake a design a city-wide

wayfinding system; and

WHEREAS, 7 submissions were received; and

WHEREAS a team led by Tangram Design LLC submitted a proposal in response; and

WHEREAS, Tangram Design LLC was deemed by a review committee to be the most qualified

bidder with the most realistic plan and capacity to perform this task in a timely manner;

NOW THEREFORE BE IT RESOLVED, that the City Council hereby authorizes the Mayor to

execute a contract with Tangram Design LLC, in substantial conformance with the contract

attached hereto and made a part hereof.

Approved as to form, August 1, 2019

______________________________________

James A. Caruso Esq., Corporation Counsel

Steven Strichman

Commissioner

Department of Planning and

Economic Development

Patrick Madden

Mayor

To: City Council

Re: Wayfinding: Contractor Selection

From: Steven Strichman, Commissioner of Planning and E.D.

Date: July 3, 2019

The Troy Redevelopment Foundation and the IDA have

partnered to undertake a city-wide wayfinding system.

The TRF has allocated funding for the design, and the

IDA has allocated funding for the implementation phase

which will be the subject of the next RFP following this

study.

A new wayfinding system is sought to better brand

Troy, replace existing signage, address recent

commercial growth, and to create a more welcoming

city at its gateway points. The goal of the wayfinding

system is to easily and effectively direct residents and

visitors to local destinations and parking.

Six responses were received with the following pricing.

Merje – Swantak/Bosio – West Chester PA

79,920

Two-Twelve Assoc. Inc – NY,NY

127,400

Kerestes-Martin Associates (KMA) – Carnegie PA

19,763

Id29 – Troy

98,550

Tangram Design LLC – Denver

60,200

AB Design – Richmond VA

30,070

Guide Studio – Cleveland OH

63,710

An evaluation was performed by 3 city staff, RPI, the BID and a business owner, based

on project approach, expense, relative experience, and familiarity with the area. Staff

reviewed references of the selected contractor and the board unanimously selected

Tangram as the preferred contractor.

AGREEMENT BETWEEN

THE CITY OF TROY, NEW YORK

AND

TANGRAM DESIGN, LLC

This AGREEMENT, made and entered into this ____ day of July, 2019, hereinafter called the

“AGREEMENT”, the “CONTRACT” or the “AGREEMENT & CONTRACT”, by and between the City

of Troy, New York, a municipal corporation with principal offices located at City Hall, Troy, New York,

hereinafter called the “City” and Tangram Design, LLC, with principal offices located at 878 Santa Fe

Drive – Unit 1, Denver, CO 80204 and hereinafter called the “vendor”.

WITHNESSETH:

WHEREAS, the City of Troy is desirous of obtaining the product of the Vendor and

WHEREAS, the Vendor is desirous of furnishing and delivering its product to the City and

WHEREAS, the City and the Vendor have determined to enter into this agreement and

NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, and in

order to secure the services described below, the parties hereto, each binding itself, its respective

representatives, successors, and assigns, do mutually agree as follows:

Section 1: General Provisions:

1.1 Service to Troy The Vendor shall provide a New Comprehensive Wayfinding System as

described in the Proposal Documents hereinafter called the “DOCUMENTS”. The

system listed above shall be provided within the time frames, if any, set out in the

documents.

Section 2: Term:

2.1 Term This agreement shall commence on the _____ day of ____, 2019 and shall terminate

within Ten (10) Months from the Contract Commencement date.

Section 3: Payment for the City of Troy Wayfinding System:

3.1 Payment Payment for the City of Troy Wayfinding System under this Agreement, the City shall

pay Tangram Design, LLC the amount of Sixty Thousand and Two Hundred Dollars

($60,200.00).

3.2 Executory Clause In accordance with Section 41 of the State Finance Law, the City shall have no

liability under this Contract to the Vendor or to anyone else beyond funds appropriated

and available for this Contract.

3.3 Non Assignment Clause In accordance with Section 138 of the State Finance Law, this

Agreement may not be assigned by the Vendor or its right, title or interest therein

assigned, transferred conveyed, sublet or otherwise disposed of without the previous

consent, in writing, of the City and any attempts to assign the Contract without the City’s

written consent are null and void. The Vendor may, however, assign its right to receive

payment without the City’s prior written consent unless this Contract concerns

Certificates of Participation pursuant to Article 5-A of the State Finance Law.

Section 4: Workers’ Compensation Benefits:

4.1 Workers’ Compensation Benefits

In accordance with Section 142 of the State Finance Law, this Contract shall be void and

of no force and effect unless the Vendor shall provide and maintain coverage during the

life of this contract for the benefit of such employees as are required to be covered by the

provisions of the Workers’ Compensation Law.

Section 5: Non Discrimination Requirements:

5.1 Non Discrimination Requirements

In accordance with Article 15 of the Executive Law ( also known as the Human Rights

Law ) and all other State and Federal statutory and constitutional non-discrimination

provisions, the Vendor will not discriminate against any employee or applicant for

employment because of race, creed, color, sex, national origin, age, disability or marital

status. Furthermore, in accordance with Section 220-c of the Labor Law, if this is a

contract for the construction, alteration or repair of any public building or public work for

the manufacture, sale or distribution of materials, equipment or supplies, and to the extent

that this Contract shall be performed within the State of New York, Vendor agrees that

neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex or

national origin: (a) discriminate in hiring against any New York State citizen who is

qualified and available to perform the work; or (b) discriminate against or intimidate any

employee hired for the performance of work under this Contract. If this is a building

service contract as defined in Section 230 of the Labor Law, then, in accordance with

Section 239 thereof, Vendor agrees that neither it nor its subcontractors shall by reason of

race, creed, color, national origin, age, sex, or disability: (a) discriminate in hiring against

any New York State citizen who is qualified and available to perform the work; or (b)

discriminate against or intimidate any employee hired for the performance of work under

this Contract. Vendor is subject to fines of $50.00 per person per day for any violation of

Section 220-e or Section 229 as well as possible termination of this contract and

forfeiture of all moneys due hereunder for a second or subsequent violation.

Section 6: Wage and Hours Provision:

6.1 Wage and Hours Provisions

If this is a public work contract covered by Article 8 of the Labor Law or a building

service contract covered by Article 9 thereof, neither Vendor’s employees nor the

employees of its subcontractors may be required or permitted to work more than the

number of hours or days stated in said statutes, except as otherwise provided in the Labor

Law and as set forth in prevailing wage and supplement schedules issued by the State

Labor Department. Furthermore, Vendor and its subcontractors must pay at least the

prevailing wage rate and pay or provide the prevailing supplements, including the

premium rates for overtime pay, as determined by the State Labor Department in

accordance with the Labor Law.

Section 7: Non-Collusive Requirement:

7.1 Non-Collusive Requirement

In accordance with Section 139-d of the State Finance Law, if this Contract was awarded

based upon the submission of proposals, Vendor warrants, under penalty of perjury, that

its proposal was arrived at independently and without collusion aimed at restricting

competition. Vendor further warrants that, at the time Vendor submitted its proposal, an

authorized and responsible person executed and delivered to the City a non-collusion

bidding certificate on Vendor’s behalf.

Section 8: Identifying Information and Privacy Notification:

8.1 Federal Employer Identification Number and/or Federal Social Security Number

All invoices or City of Troy standard vouchers submitted for payment for the sale of

goods or services or the lease of real or personal property to the City must include the

payee’s identification number, i.e., the seller’s or lessor’s identification number. The

number is either the payee’s Federal employer identification number or Federal social

security number when the payee has both such numbers. Failure to include this number

or numbers may delay payment. Where the payee does have such number or numbers,

the payee, on its invoice or City of Troy standard voucher, must give the reason or

reasons why the payee does not have such number or numbers.

Section 9: Equal Employment Opportunities for Minorities and Women:

9.1 (a) In accordance with Section 312 of the Executive law:

The vendor will not discriminate against employees or applicants for employment

because of race, creed, color, national origin, sex, age, disability or marital status, and

will undertake or continue existing programs of affirmative action to ensure that minority

group members and women are afforded equal employment opportunities without

discrimination. Affirmative action shall mean recruitment, employment, job assignment,

promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or

other forms of compensation.

9.1 (b) In accordance with Section 312 of the Executive law:

At the request of the City, the Vendor shall request each employment agency, labor

union, or authorized representative of workers with which it has a collective bargaining

or other agreement or understanding, to furnish a written statement that such

employment agency, labor union or representative will not discriminate on the basis of

race, creed, color, national origin, sex, age, disability or marital status and that such union

or representative will affirmatively cooperate in the implementation of the Vendor’s

obligations herein; and the Vendor shall state in all solicitations or advertisements for

employees, that, in the performance of the State contract, all qualified applicants will be

afforded equal employment opportunities without discrimination because of race, creed,

color, national origin, sex, age, disability or marital status.

Section 10: Conflicting Terms:

10.1 Conflicting Terms In the event of a conflict between the terms of the Contract (including any and all

attachments thereto and amendments thereof ) and the terms of this Appendix A, the

terms of this Appendix A shall control.

Section 11: Governing Law:

11.1 Governing Law This Contract shall be governed by the laws of the State of New York except

where the Federal supremacy clause requires otherwise.

Section 12: Service of Process:

12.1 Service of Process In addition to the methods of service allowed by the State Civil Practice Law &

Rules (“CPLR”), Vendor hereby consents to service of process upon it by registered or

certified mail, return receipt requested. Service hereunder shall be complete upon

Vendor’s actual receipt of process or upon the State’s receipt of the return thereof by the

United States Postal Service as refused or undeliverable. Vendor must promptly notify

the City, in writing, of each and every change of address to which service of process can

be made. Service by the City to the last known address shall be sufficient. Vendor will

have thirty (30) calendar days after service hereunder is complete in which to respond.

Section 13: Miscellaneous Provisions:

13.1 Amendment Amendment of the provisions, terms and conditions of this Contract shall be

modified, amended, waived or additional terms entered into only upon mutual agreement

in writing between both parties.

Section 14: Insurance:

The selected proposer will be required to procure and maintain at their own expense the following

insurance coverage:

1. Commercial general liability and contractual liability on an occurrence basis with the

following limits of coverage: bodily injury, property damage and personal injury, One

Million Dollars ($1,000,000) each occurrence/Two Million Dollars ($2,000,000) general

aggregate.

2. Professional Liability/Errors & Omissions of at least One Million Dollars ($1,000,000) each

occurrence/Two Million Dollars ($2,000,000) aggregate (If applicable).

3. Workers compensation insurance as required by law and including employer's liability

insurance. Statutory disability benefits insurance as may be required by law.

4. Comprehensive Automobile Liability coverage on owned, hired, leased, or Non-owned autos

with limits not less than One Million Dollars ($1,000,000) combined for each accident

because of bodily injury sickness, or disease, sustained by any person, caused by accident,

and arising out of the ownership, maintenance or use of any automobile for damage because

of injury to or destruction of property, including the loss of use thereof, caused by accident

and arising out of the ownership, maintenance or use of any automobile.

5. Commercial umbrella coverage of Five Million Dollars ($5,000,000).

Each policy of insurance required shall be in form and content satisfactory to the City Corporation

Counsel, and shall provide that:

1. The City of Troy is named additional insured on a primary and non- contributing basis.

2. The insurance policies shall not be changed or cancelled until the expiration of thirty (30)

days after written notice to the City of Troy Corporation Counsel’s Office.

3. The insurance policies shall be automatically renewed upon expiration and continued in force

unless the City of Troy Corporation Counsel's Office is given sixty (60) days written notice to

the contrary.

No work shall be commenced under the contract until the selected proposer has delivered

to the City or his/her designee proof of issuance of all policies of insurance required by

the Contract to be procured by the selected proposer. If at any time, any of said

policies shall be or become unsatisfactory to the City, the selected proposer shall

promptly obtain a new policy and submit proof of insurance of the same to the City for

approval. Upon failure of the selected proposer to furnish, deliver and maintain such

insurance as above provided, this Contract may, at the election of the City, be forthwith

declared suspended, discontinued or terminated. Failure of the selected proposer to

procure and maintain any required insurance shall not relieve the selected proposer from

any liability under the Contract, nor shall the insurance requirements be constructed to

conflict with the obligations of the selected proposer concerning indemnification.

Section 15: Termination For Cause:

The City of Troy reserves the right to terminate this contract at any time for cause. The violation of any

provision or condition contained in this contract, or the refusal, failure, or inability to

carry out any provisions of this contract shall constitute sufficient grounds to terminate

this contract for cause. Should The City of Troy elect to terminate this contract for cause,

The City of Troy will notify the Contractor 10 days prior to the termination date and shall

specify the cause for termination as well as the date the termination shall be effective.

This termination notice will be issued via a written letter sent by certified U.S. mail.

Immediate dismissals may be executed if deemed necessary by The City of Troy.

Section 16: Termination Without Cause:

The City of Troy may terminate this contract without cause. Written notice of termination must be sent

via certified U.S. mail no later than thirty (30) days prior to the termination date.

IN WITNESS WHERE OF, the parties have executed this Contract/Agreement on the day and year first

written above.

Approved as to form: City of Troy, New York

By:_________________ By:__________________

James A. Caruso Wm. Patrick Madden

Corporation Counsel Mayor

Tangram Design, LLC

By:_____________________________

Printed Name:____________________

Title:____________________________

STATE OF NEW YORK )

COUNTY OF RENSSELAER ) SS:

CITY OF TROY )

On this ___________ day of __________________, 2019 , before me, the undersigned, personally

appeared Wm. Patrick Madden, Mayor of the City of Troy, New York, personally known to me or

proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to

the within instrument and acknowledged to me that he executed the same in his capacity, and that,

by his signature on this instrument, the individual, or the person upon behalf of which the

individual acted, executed this instrument.

______________________________________________________

NOTARY PUBLIC: STATE OF NEW YORK

Res. 53

RESOLUTION APPOINTING COMMISSIONERS OF DEEDS

FOR THE CITY OF TROY

BE IT RESOLVED, that the City Council hereby appoints the following person, as identified in

the attached application hereto and made a part hereof, Commissioner of Deeds for the City of

Troy for a two-year term from August 1, 2019 to August 1, 2021.

Robert J. Doherty

1585 Tibbits Avenue

Troy, NY 12180

Approved as to form, August 2, 2019

______________________________________

James A. Caruso, Esq., Corporation Counsel

Res. 54

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TROY AUTHORIZING

THE EXECUTION OF A PAYMENT IN-LIEU OF TAX (“PILOT”) AGREEMENT BY

AND AMONG THE CITY OF TROY, MLK 2 HOUSING DEVELOPMENT FUND

COMPANY, INC., AND MLK 2 ASSOCIATES LIMITED PARTNERSHIP

WHEREAS, the City of Troy (the “City”) desires to encourage a sufficient supply of

adequate, safe and sanitary dwelling accommodations properly planned for persons with low

income; and

WHEREAS, MLK 2 Housing Development Fund Company, Inc., a to-be-formed Article

XI New York private housing finance law corporation and a New York not-for-profit corporation

(the “HDFC”), and MLK 2 Associates Limited Partnership, a New York limited partnership (the

“Partnership”), have identified property located at Eddy’s Lane (Section 90.55 Block 7 Lot 1.2),

City of Troy, County of Rensselaer, State of New York, as described on Exhibit A attached

hereto and made a part hereof (the “Land”), for the purpose of rehabilitating certain existing

improvements on the Land and constructing additional improvements on the land to be

collectively used as a housing project for persons of low income, said project to consist of: (i)

the acquisition of the Land; (ii) the rehabilitation and of thirty-seven (37) units of housing for

persons of low income, to be known as Martin Luther King Revitalization – Phase 2 (the

“Improvements”); and (iii) the acquisition and installation therein and thereon of certain

machinery, equipment, furniture, fixtures and other tangible personal property (the “Equipment”,

and collectively with the Land and the Improvements, the “Project”); and

WHEREAS, the Partnership has been, and the HDFC will be, formed for the purpose of

providing residential rental accommodations for families and persons of low-income; and

WHEREAS, the HDFC will acquire fee title to the Land, as nominee for the Partnership,

and will convey its equitable and beneficial interests in the Land to the Partnership in furtherance

of the development of the Project; and

WHEREAS, the HDFC’s and the Partnership’s plan for the use of the Land constitutes a

“housing project” as that term is defined in the Private Housing Finance Law of the State of

New York (“PHFL”); and

WHEREAS, the HDFC is a “housing development fund company” as the term is defined

in Section 572 of the PHFL and Section 577 of the PHFL authorizes the City Council to exempt

the Project from real property taxes; and

WHEREAS, the HDFC is, or will be, on the commencement date of the PILOT

Agreement contemplated herein, a co-general partner of the Partnership; and

WHEREAS, the Partnership and the HDFC will be willing to enter into a PILOT

Agreement whereby they will make annual payments in lieu of taxes to the City as set forth in

the PILOT Agreement presented to the City Council for approval;

Res. 54

NOW THEREFORE, BE IT RESOLVED that the City Council hereby exempts the

Project from real property taxes to the extent authorized by Section 577 of the PHFL and

approves the proposed PILOT Agreement by and among the City, the Partnership and the HDFC,

in substantially the form presented at this meeting, providing for annual payments as set forth in

such agreement; and it is

FURTHER RESOLVED, that the Mayor of the City is hereby authorized to execute and

deliver the foregoing PILOT Agreement on behalf of the City; and it is

FURTHER RESOLVED, that this resolution shall take effect immediately.

Approved as to form, July 25, 2019

______________________________________

James A. Caruso Esq., Corporation Counsel

City Hall – 433 River Street, Suite 5001, Troy New York 12180

(518) 279-7166 Steven.Strichman@troyny.gov

Steven Strichman

Commissioner

Department of Planning and

Economic Development

Patrick Madden

Mayor

To: City Council

From: Steven Strichman

Date: July 17, 2019

Re: P.I.L.O.T. (Article XI) – Martin Luther King Apartments Revitalization – Phase 2

Eddy’s Lane (90.55, Block 7, Lot 1.2)

In October 2018, the City Council approved a PILOT for Troy Housing Authority’s Martin Luther King

Phase 2 project which envisioned 58 units consisting of 37 gut rehab and 21 new construction. The

project has been delayed by several months due to higher than anticipated construction costs and has

been downsized to a 37-unit selective demolition and gut rehabilitation project. The project will still

include the community building and greenspace. The 21 units of new construction will be completed in

the future with separate funding.

Because of this change, for financing

purposes, THA requests an amendment to

the resolution and PILOT to remove the

Oakwood Avenue Parcel (90.45-1-1) and

its 21 units of new construction. In the

future, THA will come back for a PILOT

request on Oakwood Avenue.

Total MLK PILOTS pay

Phase I 46 units $18,400

Phase II 37 units $14,800

Total $33,200

AGREEMENT FOR PAYMENT IN LIEU OF TAXES (PILOT)

BY AND AMONG THE CITY OF TROY, MLK 2

HOUSING DEVELOPMENT FUND COMPANY, INC. AND

MLK 2 ASSOCIATES LIMITED PARTNERSHIP

THIS AGREEMENT FOR PAYMENT IN LIEU OF TAXES (the “Agreement”),

dated _____________, 20198, by and among the CITY OF TROY, NEW YORK, a New York

incorporated municipality, having its principal office located at 433 River Street, Troy,

New York 12180 (the “City”) and MLK 2 HOUSING DEVELOPMENT FUND

COMPANY, INC., a New York not-for-profit corporation formed pursuant to Article XI of the

Private Housing Finance Law (the “PHFL”), having its principal office located at c/o Troy

Housing Authority, One Eddy’s Lane, Troy, New York 12180 (the “HDFC”), which HDFC will

hold title to the Property (as hereinafter defined) for the benefit of MLK 2 ASSOCIATES

LIMITED PARTNERSHIP, a New York limited partnership, having its principal office

located at c/o Beacon Communities LLC, Two Center Plaza, Suite 700, Boston, Massachusetts

02108 (the “Partnership”).

WHEREAS, the HDFC is, or will become, the bare legal or record owner, and the

Partnership is, or will become, the beneficial and equitable owner, of certain real property

located in the City of Troy, County of Rensselaer, State of New York, as more particularly

described in Exhibit A attached hereto and incorporated herein by reference (the “Property”);

and

WHEREAS, the HDFC is a corporation established pursuant to Section 402 of the Not-

For-Profit Corporation Law and Article XI of the PHFL; and

WHEREAS, the HDFC is, or will be, the co-general partner of the Partnership; and

WHEREAS, the HDFC and the Partnership have each been formed for the purpose of

providing residential rental accommodations for persons of low-income; and

WHEREAS, the Partnership will develop, own, rehabilitate, construct, maintain and

operate a housing project for persons of low income at the Property, anticipated to consist of

3758 residential rental units for persons of low income, and commonly known as Martin Luther

King Revitalization – Phase 2 (the “Project”); and

WHEREAS, the HDFC’s and the Partnership’s plan for the use of the Property

constitutes a “housing project” as that term is defined in the PHFL; and

WHEREAS, the HDFC is a “housing development fund company” as the term is defined

in Section 572 of the PHFL; and

WHEREAS, pursuant to PHFL Section 577, the local legislative body of a municipality

may exempt the real property of a housing project of a housing development fund company from

local and municipal taxes, including school taxes, other than assessments for local

improvements, to the extent of all or a part of the value of the property included in the completed

project; and

WHEREAS, the City Council of the City of Troy, New York, by Resolution No.

____________________ adopted ________________, 20198, approved and authorized the

execution of this Agreement,

NOW, THEREFORE, it is agreed as follows:

1. Pursuant to Section 577 of the PHFL, the City hereby exempts from local and

municipal taxes, other than assessments for local improvements, one hundred percent (100%) of

the value of the Property, including both the land and the improvements included in the Project.

“Local and Municipal Taxes” shall mean any and all real estate taxes levied by Rensselaer

County (“County”), the City of Troy (“City”), the Troy City School District (“School District”)

or other affected taxing jurisdiction (as defined in Subdivision 1(b) of Section 577 of the PHFL)

which has jurisdiction over the Property (collectively, the “Taxing Jurisdictions”), and intending

to bind the applicable Taxing Jurisdictions to the fullest extent provided under Section 577 of the

PHFL.

2. This tax exemption will commence on the date of the HDFC’s acquisition of the

fee title interest in the Property and shall continue for a period of thirty (30) years from the

Partnership’s completion of the Project, as evidenced by the City’s issuance of a certificate of

occupancy for the Project. This Agreement shall not limit or restrict the HDFC’s or the

Partnership’s right to apply for or obtain any other tax exemption to which it might be entitled

upon the expiration of this Agreement. The parties understand that the exemption extended

pursuant to Section 577 of the PHFL and this Agreement does not include exemption from

special assessments and special ad valorem levies. During the period of this Agreement, the

Partnership shall pay any service charges, special ad valorem levies, special assessments and

improvement district charges or similar tax equivalents which are or would be levied upon or

with respect to the Project by the Taxing Jurisdictions or any other taxing authority.

3. Commencing in the first full year after the issuance of a certificate of occupancy

for the Project, and continuing for so long as the exemption hereunder continues, the Partnership

shall make annual payments in lieu of taxes (“PILOT”) in the amount set forth in this section,

which payments shall cover all Local and Municipal Taxes owed in connection with the Property

and the Project, and which payments shall be shared by the Taxing Jurisdictions on the same

basis as property taxes would be shared if the Property and the Project were fully taxed. The

PILOT shall be in the initial amount of Four Hundred and 00/100 Dollars ($400.00) per dwelling

unit per year (prorated for the year of acquisition by the HDFC), and shall increase annually by

two percent (2%).

4. The tax exemption provided by this Agreement will continue for the term

described above provided that the Property and the Project continue to be used as housing

facilities for persons of low income and (i) the HDFC and the Partnership own and operate the

Property and the Project in conformance with Article XI of the PHFL; or (ii) the HDFC assumes

sole legal and beneficial ownership of the Property and the Project and operates the Property and

the Project in conformance with Article XI of the PHFL; or (iii) in the event an action is brought

to foreclose a mortgage upon the HDFC, and the legal and beneficial interest in the Property and

the Project shall be acquired at the foreclosure sale or from the mortgagee, or by a conveyance in

lieu of such sale, by a housing development fund corporation organized pursuant to Article XI of

the PHFL, or by the Federal government or an instrumentality thereof, or by a corporation which

is, or by agreement has become subject to the supervision of the superintendent of banks or the

superintendent of insurance, and such successor in interest operates the Property and the Project

in conformance with Article XI of the PHFL.

5. The failure to make the required payment will be treated as failure to make

payment of taxes and will be governed by the same provisions of law as apply to the failure to

make payment of taxes, including but not limited to enforcement and collection of taxes to the

extent permitted by law.

6. All notices and other communications hereunder shall be in writing and shall be

sufficiently given when delivered to the applicable address stated above (or such other address as

the party to whom notice is given shall have specified to the party giving notice) by registered or

certified mail, return receipt requested or by such other means as shall provide the sender with

documentary evidence of such delivery.

7. This Agreement shall inure to the benefit of and shall be binding upon the City,

the Partnership, the HDFC and their respective successors and assigns, including the successors

in interest of the Partnership and the HDFC. There shall be no assignment of this Agreement

except with consent of the other party, which consent shall not be unreasonably withheld.

8. If any provision of this Agreement or its application is held invalid or

unenforceable to any extent, the remainder of this Agreement and the application of that

provision to other persons or circumstances shall be enforced to the greatest extent permitted by

law.

9. This Agreement may be executed in any number of counterparts with the same

effect as if all the signing parties had signed the same document. All counterparts shall be

construed together and shall constitute the same instrument.

10. This Agreement constitutes the entire agreement of the parties relating to

payments in lieu of taxes with respect to the Property and supersedes all prior contracts, or

agreements, whether oral or written, with respect thereto.

11. Each of the parties individually represents and warrants that the execution,

delivery and performance of this Agreement, (i) has been duly authorized and does not require

any other consent or approval, (ii) does not violate any article, by-law or organizational

document or any law, rule, regulation, order, writ, judgment or decree by which it is bound, and

(iii) will not result in or constitute a default under any indenture, credit agreement, or any other

agreement or instrument to which any of them is a party. Each party represents that this

Agreement shall constitute the legal, valid and binding agreement of the parties enforceable in

accordance with its terms.

12. This Agreement shall be governed by and construed in accordance with the laws

of the State of New York.

13. Any litigation arising out of this agreement shall be venued in Rensselaer County

Supreme Court or the appropriate federal district court exercising jurisdiction over Rensselaer

County.

IN WITNESS WHEREOF, the City, the HDFC and the Partnership have caused this

Agreement to be executed in their respective names by their duly authorized representatives and

their respective seals to be hereunder affixed, all as of the date above-written.

CITY OF TROY, NEW YORK

DATED: _________________, 20198 By:_______________________________________

Name: Patrick Madden

Title: Mayor

MLK 2 HOUSING DEVELOPMENT FUND

COMPANY, INC.

DATED: _________________, 20198 By:_______________________________________

Name: Susan Steele

Title: President

MLK 2 ASSOCIATES LIMITED PARTNERSHIP

By: Beacon MLK 2 LLC,

its Managing General Partner

By: Beacon Communities Corp.,

its Managing Member

DATED: _________________, 20198 By:____________________________________

Name: Duncan Barrett

Title: Authorized Signatory

STATE OF NEW YORK )

) SS.:

COUNTY OF RENSSELAER )

On the ____ day of _____________ in the year 20198, before me personally appeared

_____________________, personally known to me or proved to me on the basis of satisfactory

evidence to be the individual whose name is subscribed to the within instrument and

acknowledged to me that s/he executed the same in her/his capacity, and that by her/his signature

on the instrument, the individual, or person upon behalf of which the individual acted, executed

the instrument.

______________________________

NOTARY PUBLIC

STATE OF NEW YORK )

) SS.:

COUNTY OF __________ )

On the _____ day of ____________ in the year 20198, before me personally appeared

Susan Steele, personally known to me or proved to me on the basis of satisfactory evidence to be

the individual whose name is subscribed to the within instrument and acknowledged to me that

s/he executed the same in her/his capacity, and that by her/his signature on the instrument, the

individual, or person upon behalf of which the individual acted, executed the instrument.

______________________________

NOTARY PUBLIC

STATE OF NEW YORK )

) SS.:

COUNTY OF __________ )

On the _____ day of ____________ in the year 20198, before me personally appeared

Duncan Barrett, personally known to me or proved to me on the basis of satisfactory evidence to

be the individual whose name is subscribed to the within instrument and acknowledged to me

that he executed the same in his capacity, and that by his signature on the instrument, the

individual, or person upon behalf of which the individual acted, executed the instrument.

______________________________

NOTARY PUBLIC

EXHIBIT A

Description of the Property

EXHIBIT A

Description of the Land

September 28, 2018

PROPOSED DESCRIPTION

OF A PORTION OF THE LANDS OF THE

TROY HOUSING AUTHORITY

EDDY LANE, CITY OF TROY

"PHASE II - LOT #1 - 7.874+/- ACRE PARCEL"

ALL THAT TRACT OR PARCEL OF LAND SITUATE IN THE CITY OF TROY,

COUNTY OF RENSSELAER AND STATE OF NEW YORK, BOUNDED AND DESCRIBED

AS FOLLOWS:

Beginning at a point standing at the southeasterly corner of lands conveyed by N E S

Associates, Inc. to The Troy Housing Authority by a Bargain and Sale Deed dated July 1, 1971

and filed in the Rensselaer County Clerk's Office in Liber 1227 of Deeds at Page 969, said point

standing at the intersection of the southwesterly boundary of the lands of The Troy Housing

Authority with the northwesterly boundary of the lands of the City of Troy (Eddy Lane) (Now or

Formerly), as described in a Quit Claim Deed dated March 27, 1974 and filed in the Rensselaer

County Clerk's Office in Liber 1259 of Deeds at Page 527; thence S34°21'00"W 20.81 feet

along the northwesterly boundary of the lands of the City of Troy (Eddy Lane) to a point

standing at the southwesterly corner of the lands of the City of Troy (Eddy Lane) and on the

northeasterly boundary of Yonna Realty, Inc (Now or Formerly); thence N41°23'36"W 3.32

feet along the northeasterly boundary of Yonna Realty, Inc. to a point standing on the northerly

boundary of Yonna Realty, Inc.; thence S83°58'00"W 136.45 feet along the northerly

boundary of Yonna Realty, Inc. to a point standing on the northeasterly boundary of House

Avenue, LLC (Now or Formerly); thence N49°32'00"W 402.35 feet along the northeasterly

boundary of House Avenue, LLC to a point; thence N12°21'34"E 374.84 feet to a point;

thence S70°01'36"E 152.02 feet to a point; thence N27°56'42"E 204.92 feet to a point;

thence S52°33'35"E 168.00 feet to a point; thence S84°36'29"E 57.16 feet to a point; thence

N81°12'38"E 418.53 feet to a point standing on the northwesterly boundary of Yonna Realty,

Inc. (Now or Formerly); thence S34°21'00"W 563.41 feet along the northwesterly boundary of

Yonna Realty, Inc. to a point; thence N55°39’00”W 147.45 feet to a point; thence

N67°41’38”W 29.91 feet to a point; thence S22°18’22”W 26.20 feet to a point; thence

N67°40’34”W 102.11 feet to a point; thence S20°21’58”W 51.31 feet to a point; thence

S26°45’24”E 17.66 feet to a point; thence S34°17’21”E 60.18 feet to a point; thence

S42°48’38”E 40.24 feet to a point; thence S12°39’38”E 129.62 feet to a point; thence

S50°22’27”E 53.37 feet to a point standing on the northwesterly boundary of the lands of the

City of Troy (Eddy Lane); thence S34°21’00”W 29.19 feet along the northwesterly boundary

of the lands of the City of Troy (Eddy Lane) to the point and place of beginning.

The above described parcel containing 7.874 acres (342,969.6 sq.ft.) of land, more or less.

Subject to any easements, covenants or restrictions of record.

RES. 55

RESOLUTION CONFIRMING THE RE-APPOINTMENT OF SHARON MARTIN TO

THE POSITION OF ASSESSOR OF THE CITY OF TROY

WHEREAS, Section C-51 of the Troy City Charter states that all appointments by the Mayor

shall be made in writing and filed in the Office of City Clerk; and

WHEREAS, Section C-50 of the Troy City Charter states that the Mayor’s appointment of all

department heads shall be subject to confirmation by the City Council; and

WHEREAS, Section C-65 of the Troy City Charter states that there shall be a City Assessor

who shall be the head of the Bureau of Assessments who shall serve a term of office pursuant to

Section 310(2) of the Real Property Tax Law (RPTL), which is six years; and

WHEREAS, the Mayor has re-appointed Sharon Martin to the position of City Assessor for a

term commencing October 1, 2019 and ending September 30, 2025; and

WHEREAS, Ms. Sharon Martin is well qualified to continue in the position of City Assessor.

NOW, THEREFORE, BE IT RESOLVED, that the City Council does hereby confirm the

Mayor’s re-appointment of Sharon Martin to the position of City Assessor.

Approved as to form, August 1, 2019

James A. Caruso, Esq., Corporation Counsel

OFFICE OF REAL PROPERTY TAX SERVICES

MEMO

TO: Municipal Clerks

FROM: Dave Ange

SUBJECT: Reporting Assessor Appointments and Reappointments

DATE: July 22, 2019

As you may know, appointed assessor terms expire September 30, 2019 in New York

State. The next term will begin October 1, 2019 and end September 30, 2025.

Once your municipal board has made its appointment, please use the attached form to

report their decision to us. Send the form via:

• email to colleen.sheehan@tax.ny.gov, or

• fax to (518) 435-8628.

Note: Disregard this memo if you have already reported appointment or reappointment

information to our Educational Services Unit.

Minimum qualifications

There are minimum qualifications to be appointed as an assessor. If your municipality

appoints a new assessor, you must submit Form RP-3006, Application for Qualifications

Review. Form RP-3006 is not necessary if you reappoint an assessor whose

qualifications have been previously approved.

For more information, see Qualifications: Sole Appointed Assessors.

cc: Town Supervisor or City Mayor

RES55

2019 Assessor Appointment and Reappointment Information

Date of appointment:

Please check one: New assessor Re-appointment

Assessor’s Name:

Town/City of:

Official Street Mailing Address:

Post Office Box:

City/Town & Zip Code:

Official E-mail Address:

Work Phone (include area

code):

Town/City Clerk’s Contact Info:

RES55

RES57

RESOLUTION OF THE CITY OF TROY, NEW YORK AUTHORIZING EXECUTION AND DELIVERY OF ENERGY

PERFORMANCE CONTRACTS AND RELATED LEASE/PURCHASE AGREEMENTS WITH SIEMENS INDUSTRY

INC., BUILDING TECHNOLOGIES DIVISION, FOR IMPROVEMENTS AT VARIOUS CITY FACILITIES

WHEREAS, Article 9 of the New York Energy Law (the "Act") authorizes municipalities and school

districts to enter into contracts ("Energy Performance Contracts") for the provision of energy services,

including but not limited to, electricity, heating, ventilation, cooling, steam or hot water, in which a

person agrees to install, maintain or manage energy systems or equipment to improve the energy

efficiency of, or produce energy in connection with, a building or facility in exchange for a portion of the

energy savings or revenues; and

Whereas, on February 1, 2018 the City Council passed a RESOLUTION OF THE CITY OF TROY,

NEW YORK AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF ENERGY PERFORMANCE

CONTRACTS AND RELATED LEASE/PURCHASE AGREEMENTS WITH SIEMENS INDUSTRY INC., BUILDING

TECHNOLOGIES DIVISION, FOR IMPROVEMENTS AT VARIOUS CITY FACILITIES

WHEREAS, As part of the Article 9 of the New York Energy Law, the City of Troy issued

an RFP in 2019 to enter into an Energy Performance Contract for the purchase and conversion of our

streets lights to LED and for facility improvements at city owned facilities; and

WHEREAS, Based on the City’s evaluation of proposals, Siemens Industry Inc., Building

Technologies Division (“Siemens”) was selected to develop and implement a performance-based energy

savings and operations plan; and

WHEREAS, The City of Troy desires to execute a contract as previously approved by the City

Council for an Energy Performance Contract with Siemen’s Industry Inc.

RESOLVED By the City Council of Troy, New York (the "City"), as follows:

That the Mayor, or his designee, is authorized to execute a Letter(s) of Intent, followed by execution of a

Performance Contracting Agreement(s), all subject to the approval of the Corporation Counsel as to form

and each of the Performance Contracting Agreements being contingent upon financing, which shall be for

energy performance contract services including, but not limited to the following facilities:

1. Street Lighting Improvements

2. Police Station

3. Fire Stations

4. Parking Garages

Approved as to form, August 1, 2019;

______________________________________

James A. Caruso, Esq., Corporation Counsel

Page 1 of 20

Smart Infrastructure

PERFORMANCE CONTRACTING AGREEMENT

between

City of Troy

and

Siemens Industry, Inc.

TABLE OF ARTICLES

1. Agreement

Glossary

3. General

Performance

Guarantee

Work by SIEMENS

CLIENT Responsibilities

Changes and Delays

Compensation

Acceptance

10.

Insurance and Allocation of Risk

11.

Hazardous Material Provisions

12.

Miscellaneous Provisions

13. Maintenance Services Program

PERFORMANCE CONTRACTING AGREEMENT

Page 2 of 20

Agreement PCA-100 PUBLIC NY custom version 2019v2

Smart Infrastructure

Number: 44OP-211105

Article 1

AGREEMENT

THIS PERFORMANCE CONTRACTING AGREEMENT (“Agreement”) is made this 11th day of July, 2019 (the “Effective

Contract Date”, defined below), by and between Siemens Industry, Inc. (“SIEMENS”) and the party identified below as the

CLIENT.

The CLIENT: City of Troy, NY

433 river St

Troy, NY 12180

DESIGNATED REPRESENTATIVE: Patrick Madden

PHONE: 518-279-7130 FAX: 518-270-4546

Siemens Industry, Inc.

1000 Deerfield Parkway

Buffalo Grove, Illinois 60089

With offices at: 6 British American Blvd, Suite C

Latham, NY 12110

DESIGNATED REPRESENTATIVE: Shadrach Treat

PHONE: 518-320-6684 FAX:

For Work and Services in connection with the following project (the “Project”):

Energy Performance Contract for street lighting replacment and City of Troy Buildings: Police Station, Fire Stations 1-6,

Department of Public Works, State Street Parking Garage, Fifth Avenue Parking Garage

The CLIENT considered performing the following FIMs but at this time, has determined to exclude them from the Scope of

Work and Services, Exhibit A:

N/A

PERFORMANCE CONTRACTING AGREEMENT

Page 3 of 20

Agreement

Smart Infrastructure PCA-100 PUBLIC NY custom version 2019v2

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:

Articles

1. Agreement

2. Glossary

General

4. Performance Guarantee

5. Work BY SIEMENS

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

Exhibits

Exhibit A Scope of Work and Services

Exhibit B Payment Schedule(s)

Exhibit C

Performance Assurance

Exhibit D1 Form of Certificate of Substantial Completion

Exhibit D2 Form of Certificate of Final Completion

Exhibit E General Conditions for Licensing Access to Software as a Web

Based Offering

Appendix 1 Lighting Retrofit Schedule

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,

agreements, letters of intent, awards, or proposals, either written or oral relative to the same, and may be modified only by

a written instrument signed by both Parties.

COMPENSATION/TERMS 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 City of Troy

(Signature) by:

Print Name and Title:

(Signature) by:

Print Name and Title:

Agreed for Siemens Industry, Inc.

(Signature) by:

Print Name and Title:

(Signature) by:

Print Name and Title:

PERFORMANCE CONTRACTING AGREEMENT

Page 4 of 20

Agreement

Smart Infrastructure PCA-100 PUBLIC NY custom version 2019v2

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, or is deemed to have signed, a Certificate of Final Completion.

Acceptance Date means the date on which the CLIENT signs or is deemed to have signed 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 all applicable laws, including Environmental Laws, treaties, ordinances, rules, regulations and

interpretations of any Governmental Authority having jurisdiction over the design, engineering, fabrication, manufacturing,

Delivery, assembly, erection, installation, and/or the performance of the Parties’ obligations under this Agreement.

Applicable Permits means the permits, clearances, licenses, authorizations, consents, filings, exemptions or approvals

from or required by any Governmental Authority that are necessary for the performance of the Parties’ obligations under this

Agreement.

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 non-compliance,

usage requirements, user needs and/or expectations.

Certificate of Final Completion means a document, in the form attached as Exhibit D2 hereto, indicating that the Work

identified in Article 1 of the Scope of Work and Services-Exhibit A has been completed in accordance with the Agreement,

including all items in the Outstanding Items List(s).

Certificate of Substantial Completion means a document, in the form attached as Exhibit D1 hereto, indicating that the

Work, or a designated portion of the Work, is Substantially Complete in accordance with the Agreement. A Certificate of

Substantial Completion may be accompanied by an Outstanding Items List.

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.

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.

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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.

Effective Contract Date is the date appearing at the top of this Agreement, unless specifically indicated otherwise.

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.

Environmental Laws means applicable national, state/commonwealth, municipal, and local laws as well as all rules,

regulations, codes, standards, permits, directives, or ordinances that impose liability or standards of conduct (including

disclosure or notification requirements) concerning the protection of human health or the environment, including, without

limitation, all laws affecting, controlling, limiting, regulating, pertaining, or relating to the manufacture, possession, presence,

use, generation, storage, transportation, detection, monitoring, treatment, Release, disposal, abatement, cleanup, removal,

remediation, or handling of Hazardous Materials.

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 Annual Period’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.

Facility Improvement Measures or FIMs means the (i) Instruments, know-how 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.

Governmental Authority means any federal, state/commonwealth, local or other governmental, judicial, public or statutory

instrumentality, tribunal, agency, authority, body or entity, or any political subdivision thereof, having legal jurisdiction over

the matter or Person in question.

Guarantee Date means the first day of the month following the date on which the CLIENT executes, or is deemed to have

executed, 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 means any material, substance, or waste, that, by reason of its composition or characteristics, is

hazardous to human health and/or the environment, including any “solid waste” or “hazardous waste,” as those terms are

defined by the Resource Conservation and Recovery Act of 1976, as amended, any “hazardous substance,” as that term is

defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any

other hazardous, toxic or radioactive chemical, waste, byproduct, pollutant, contaminant, compound, product, material or

substance, including without limitation, Asbestos, Asbestos containing materials (“ACM”), polychlorinated biphenyls,

petroleum (including crude oil or any fraction or byproduct thereof), hydrocarbons, radon, urea, urea formaldehyde, and any

other material that is prohibited, controlled, limited or regulated in any manner under any Environmental Laws..

Instruments means all know-how, 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

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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 excludes Work Product Deliverables.

Intellectual Property Rights or Intellectual Property means all trade secrets, patents and patent applications, trademarks

(whether registered or unregistered and including any goodwill acquired in such trademarks), services marks, trade names,

internet domain names, copyrights (including rights in computer software), moral rights, database rights, design rights, rights

in know-how, rights in 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.

IPMVP means the International Performance Measurement and Verification Protocol, Volume 1, EVO 10000-1.2007 as

prepared by the Efficiency Valuation Organization.

kW and kWh mean 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.

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.

Outstanding Items List means a list of items in need of completion or correction that relates to the Work, or a designated

portion thereof that is Substantially Complete. The absence of such items does not deprive the CLIENT of the ability to put

such Work, or a designated portion thereof to beneficial use. An Outstanding Items List may be attached to a Certificate of

Substantial Completion.

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.

Person or Persons means any individual, corporation, partnership, limited liability company, association, joint stock

company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof.

Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,

dumping, or disposing of any Hazardous Materials into the environment, including the abandonment or discard of barrels,

containers, and other closed receptacles containing any Hazardous Materials.

Savings means the Parties’ intended result from implementing all FIMs. Savings can be derived from reductions in energy

or utility consumption, reductions in operating expenses, 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

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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 Permits means the Applicable Permits that SIEMENS is required to obtain in SIEMENS’s name in order to

perform the Work under Applicable Law (as it exists on the Effective Date).

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.

Substantial Completion or Substantially Complete means the Work, or any identifiable portion thereof, which is

sufficiently complete, in accordance with the provisions of this Agreement relating to the Scope of the Work and Services,

Exhibit A, such that the CLIENT will be able to realize from such Work substantially all of the practical benefits intended to be

gained therefrom, or otherwise employ the Work or the FIMs for their intended purposes.

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.

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.

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3.2 The CLIENT hereby retains SIEMENS as an independent contractor, not an agent or employee of the CLIENT, to

perform and provide, or cause to be performed and provided, and SIEMENS hereby agrees to perform and provide, or

cause to be performed or provided, the Work and Services set forth in Exhibit A all in accordance with the terms and

conditions of this Agreement. No employee or agent of SIEMENS shall be, or shall be deemed to be, an employee or

agent of the CLIENT.

3.3 SIEMENS shall have exclusive control of the manner and means of performing the Work in accordance with the

requirements of the Agreement. SIEMENS, however, has no authority to act or make any agreements or

representations on behalf of the CLIENT.

3.4 SIEMENS represents, warrants and covenants to the CLIENT that:

(a) 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;

(b) It has done and will continue to do all things necessary to preserve and keep in full force and effect its existence

and the Agreement;

requirements have been met and procedures have been followed by SIEMENS to ensure the enforceability of the

Agreement;

(d) 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,

(e) 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 the Agreement;

requirements have been met and procedures have been followed by the CLIENT to ensure the enforceability of

the 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; and,

(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.

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.”

(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.

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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, SIEMENS’ discovery of a Material Change and with prompt

notice to CLIENT, SIEMENS will either:

(a) Require an adjustment to the Performance Assurance and the Performance Guarantee as a result of the Material

Change; or,

(b) Where a commercially reasonable adjustment to the Performance Guarantee is unavailable, terminate both the

Performance Assurance and the Performance Guarantee.

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.

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 material 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.

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 the 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 either: (a) On the date that the escrow account is

funded in accordance with Exhibit B, Article 1.2; or, (b) On the Effective Contract Date if the escrow requirement is

expressly waived by SIEMENS.

4.9 The CLIENT represents that all existing equipment that is not installed by SIEMENS under this Agreement but is

deemed necessary to achieve the Performance Guarantee, is in satisfactory working condition. Prior to the beginning of

the Performance Guarantee Period, SIEMENS will have inspected all such existing equipment and reported any

deficiencies to the CLIENT. To the extent that the deficiencies are not remedied by the CLIENT prior to the Guarantee

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Date, the adverse effect on the ability of the Project to attain the necessary Guaranteed Savings shall be factored into

the Annual Performance Assurance Report and, if necessary, the Performance Guarantee shall be adjusted

accordingly.

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 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 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 Facility where Work is to be performed;

a Savings Shortfall; or,

(d) Provide SIEMENS with accurate 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 the PASP before the end of the

Performance Guarantee Period, the CLIENT will give SIEMENS thirty (30) days prior written notice and in such notice

indicate that the CLIENT has selected one of the following:

(a) The CLIENT will re-invest the avoided cost of cancellation of the PASP into Facility improvements and services

that improve the overall Facility’s performance and which improvements and services are implemented by

SIEMENS; or,

(b) The CLIENT will pay to SIEMENS 100% of the remaining value left in the PASP Annual Period, as a liquidated

damage and not as a penalty, to compensate SIEMENS for SIEMENS’ up-front costs and expenses in preparing

to perform the PASP as contracted for the Annual Period.

4.13 Unless expressly contrary to Applicable Law, any disputes concerning the calculation of the Annual Realized Savings or

changes to the Contracted Baseline that are not resolved by negotiation between the Parties within thirty (30) days of

the notice of the dispute, will be resolved by a third-party professional engineering firm which is reasonably acceptable

to both SIEMENS and the CLIENT. The determination of such firm will be final and binding upon CLIENT and

SIEMENS. SIEMENS and the CLIENT will each be responsible for half of the fees of such firm.

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 during its normal hours, Monday through Friday inclusive, excluding holidays, unless

otherwise agreed herein. The CLIENT shall make the Facility available so Work may proceed in an efficient manner.

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 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 Pre-

existing 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 the CLIENT a royalty-free (once payments due under this Agreement are paid to SIEMENS),

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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 non-exclusive, non-

transferable, limited license 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,

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 permit them to be used for any extension of the Work 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 without the written

consent of SIEMENS, or use by any party other than Permitted Users will be at Permitted Users’ risk and

without liability to SIEMENS; and, the CLIENT shall indemnify, defend and hold SIEMENS harmless from

any claims, losses or damages arising therefrom.

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 (EULA) accompanying such Software Deliverable, or if no EULA or third party license

accompanies such SIEMENS software, the EULA posted at www.usa.siemens.com/btcpseula (SIEMENS’

EULA web site) for such SIEMENS software. Notwithstanding the foregoing, in the event of any

inconsistency between the terms of the Agreement and the EULA for such SIEMENS software, the terms of

the Agreement shall govern over the EULA except for the use and metric restrictions set forth in the EULA

for such SIEMENS software shall take precedence and supersede the terms of the Agreement.

5.5 SIEMENS shall obtain and maintain the SIEMENS Permits. If any SIEMENS Permit (or application therefor) requires

action by the CLIENT, the CLIENT shall, upon the request of SIEMENS, take such action as is reasonably appropriate.

5.6 SIEMENS shall be responsible for any portion of the Work performed by any subcontractor of SIEMENS. 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.

5.7 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, all Equipment manufactured 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 ninety (90) days after the Services are performed.

5.8 Warranty Limitation:

(a) The limited warranties set forth in Section 5.7 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; (iii) damaged because of any use of the Equipment after the

CLIENT has, or should have had, knowledge of any defect in the Equipment; or (iv) not manufactured, fabricated

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and assembled by SIEMENS or not bearing SIEMENS nameplate. However, SIEMENS assigns 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 unless discovered directly by SIEMENS. Such limited warranty only extends

to the CLIENT and 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.

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 only for

the remaining portion of the original warranty period.

5.9 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.

5.10 SIEMENS will not be responsible for the maintenance, repair or replacement of, or Services necessitated by reason of:

(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’ control. Unless expressly agreed in writing,

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.

5.11 SIEMENS may suspend its performance of the Work at the Facility, if, in the reasonable opinion of SIEMENS, based

upon industry standards and SIEMENS’ applicable safety programs, conditions at the Facility for which SIEMENS is not

responsible become unsafe for the continued performance of the Work and such conditions are not rectified by CLIENT

immediately. SIEMENS shall resume its performance of the Work promptly after the unsafe conditions are rectified by

CLIENT.

Article 6

CLIENT Responsibilities

6.1 The CLIENT, without cost to SIEMENS, shall:

(a) 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;

any Facility where Work is to be performed so that Work may proceed in an efficient manner;

(d) Permit SIEMENS to control and/or operate all building controls, systems, apparatus, equipment and machinery

necessary to perform the Work;

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(e) Furnish SIEMENS with blueprints, surveys, legal descriptions, waste management plans and all other available

information pertinent to the Work and any 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 in CLIENT’s files for a period of fifteen (15) years from the Effective

Contract Date;

(f) Furnish SIEMENS with all approvals, permits and consents from Governmental Authorities and others as may be

required for performance of the Work, except for SIEMENS Permits;

(g) In accordance with Article 11 hereof, promptly notify SIEMENS of all known or suspected Hazardous Materials at

the Facility, of any contamination of the Facility by 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;

(h) Comply with Applicable Law and provide any notices required to be given to any Governmental Authority in

connection with the Work, except such notices SIEMENS has expressly agreed in writing to give;

(i) 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 Facility where the Work is to be performed;

(j) Furnish SIEMENS with any contingency plans, safety programs and other policies, plans or programs related to

any Facility where the Work is to be performed;

(k) 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;

(l) 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; and,

(m) If applicable, provide and pay for a dedicated voice grade dial-up phone line, or a mutually agreed

communication method, and install a terminal block, or an equivalent communication mechanism, in a mutually

agreed upon location. All on-line service Equipment (excluding the phone line) will remain the property of

SIEMENS unless otherwise stated herein.

6.2 Unless contrary to Applicable Law, the CLIENT acknowledges that the technical and pricing information contained in

this Agreement is confidential and proprietary to SIEMENS and agrees not to disclose it or otherwise make it available

to others without SIEMENS’ express written consent.

6.3 The CLIENT acknowledges that it is now and shall at all times remain in control of the Facility. Except as expressly

provided herein, SIEMENS shall not be responsible for the adequacy of the health or safety programs or precautions

related to the CLIENT’s activities or operations, the CLIENT’s other contractor(s), the work of any other person or entity,

or Facility conditions. SIEMENS shall not be responsible for inspecting, observing, reporting or correcting health or

safety conditions or deficiencies of the CLIENT or others at the Facility. So as not to discourage SIEMENS from

voluntarily addressing health or safety issues while at the Facility, in the event SIEMENS does address such issues by

making observations, reports, suggestions or otherwise, the CLIENT shall not hold, or attempt to hold, SIEMENS liable

or responsible on account thereof.

Article 7

Changes and Delays

7.1 As the Work is performed, Applicable Law or conditions (as they exist on the Effective Date) 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 an equitable adjustment

will be made to SIEMENS’ compensation and the time for performance. In the event such changes require the Work to

be suspended or terminated, SIEMENS shall be compensated for Work previously performed and for costs reasonably

incurred in connection with the suspension or termination.

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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, in its sole discretion, 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, differences with workmen, riots, explosions,

quarantine restrictions, delays in transportation, or shortage of vehicles, fuel, labor or materials. In the event of such

delay or failure, the time for performance shall be extended by a period equal to the time lost plus a reasonable

recovery period and the compensation shall be equitably adjusted to compensate for additional costs SIEMENS incurs

due to such delay. If any such delay exceeds sixty (60) days, SIEMENS may terminate this Agreement upon three (3)

days’ notice to the CLIENT and the CLIENT shall promptly pay SIEMENS for the allocable portion of the Work

completed, for any costs and expenses of termination, and for any loss or damage incurred with respect to materials,

equipment, tools and machinery, including reasonable overhead and profit.

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. Unless otherwise agreed in

writing, invoices are due and payable upon receipt by the CLIENT. If the CLIENT disagrees with any portion of an

invoice, it shall notify SIEMENS in writing of the amount in dispute and the reason for its disagreement within 21 days of

receipt of the invoice, and shall pay the portion not in dispute.

8.3 SIEMENS may suspend or terminate the Work or Services at any time if payment is not received when due. In such

event, SIEMENS shall be entitled to compensation for the Work or Services previously performed and for costs

reasonably incurred in connection with the suspension or termination.

8.4 On amounts not paid within thirty (30) days of invoice date, the CLIENT shall pay interest from invoice date until

payment is received at the lesser of 12% per annum or the maximum rate allowed by law. The CLIENT shall reimburse

SIEMENS for SIEMENS’ costs and expenses (including reasonable attorney and witness fees) incurred for collection

under this Agreement.

8.5 Except to the extent expressly agreed herein, SIEMENS’ fees do not include any taxes, excises, fees, duties, tariffs

charged on the importation of goods into the United States, 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 and, unless specifically prohibited by law,

shall indemnify, defend and hold SIEMENS harmless from any taxes, costs and penalties arising out of the use or

acceptance of same.

8.6 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:

(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 during SIEMENS’ normal working hours, unless otherwise

agreed to in Exhibit A; or

Article 9

Acceptance

9.1 When SIEMENS believes that all or an independent definable phase or portion of the Work is Substantially Complete,

SIEMENS will submit a Certificate of Substantial Completion to the CLIENT which shall be subject to the following:

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(a) If the CLIENT concurs that the described portion of the Work as performed is Substantially Complete, the

CLIENT will sign the Certificate of Substantial Completion and return it to SIEMENS;

(b) A Certificate of Substantial Completion may include, as an attachment to it, an Outstanding Items List prepared

by SIEMENS;

receiving the Certificate of Substantial Completion, the CLIENT shall notify SIEMENS in writing of the reasons it

believes the Work is not Substantially Complete;

(d) If SIEMENS disagrees with the CLIENT as to whether the Work is Substantially Complete, SIEMENS shall notify

the CLIENT of a dispute and such dispute shall be resolved in accordance with Section 9.3 herein;

(e) If, within five (5) business days of receiving the Certificate of Substantial Completion the CLIENT fails to sign the

Certificate, and within the same period the CLIENT’s Representative does not deliver to SIEMENS a written

notice of the reasons the CLIENT believes that the Work is not Substantially Complete, then in the mutual

interests of the Project proceeding in a timely manner, the CLIENT will be deemed to have agreed to, signed and

returned the Certificate of Substantial Completion.

9.2 After the CLIENT signs and returns, or is deemed to have signed and returned to SIEMENS all of the Certificates of

Substantial Completion relating to the Work, and after SIEMENS corrects and completes all of the items on all of the

Outstanding Items Lists, if any, SIEMENS will submit to the CLIENT a Certificate of Final Completion which shall be

subject to the following:

(a) If the CLIENT concurs that all of the items on all of the Outstanding Items Lists have been completed or

corrected, the CLIENT will indicate its final acceptance of the Work by signing the Certificate of Final Completion

and returning it to SIEMENS;

(b) If the CLIENT does not concur that all of the items on all of the Outstanding Items Lists have been completed or

corrected, then the CLIENT shall, within five (5) business days of receiving the Certificate of Final Completion,

identify the items that, it believes, were not completed or corrected;

shall notify the CLIENT of a dispute and such dispute shall be resolved in accordance with section 9.3 herein;

(d) If, within five (5) business days of receiving a Certificate of Final Completion, the CLIENT fails to sign that

Certificate, and, within the same period the CLIENT’s Representative does not deliver to SIEMENS a written

notice identifying the items on the Outstanding Items List(s) that, the CLIENT believes, were not completed or

corrected, then the CLIENT will be deemed to have agreed to and signed and returned the Certificate of Final

Completion.

9.3 Any disputes concerning the Substantial Completion or the Final Completion of the Work will be resolved by submitting

the issue to a third party professional engineering firm and which is reasonably acceptable to both SIEMENS and the

CLIENT. The determination of this firm with respect to Final Completion or Substantial Completion will be final and

binding upon the Parties. SIEMENS and the CLIENT shall share equally the costs or fees for such firm in connection

with such dispute resolution process.

Article 10

Insurance and Allocation of Risk

10.1 SIEMENS shall maintain in full force and effect the following insurance coverage and limits specified below

commencing ten (10) days after the Effective Contract Date or, where applicable, the date that the CLIENT closes its

financing, whichever is later, and continuing until the date of the Certificate of Final Completion. The required limits of

insurance may be satisfied with any combination of primary and excess coverage. SIEMENS or SIEMENS’ insurance

carrier shall endeavor to provide the CLIENT with thirty (30) days’ prior notice of cancellation, termination or material

alteration of any insurance coverage set forth in this Article 10.1. In addition, SIEMENS’ insurance shall be maintained

with insurance companies having an A.M. Best rating of “A-“ or better and a financial size category of “VII” or higher (or

a comparable rating by any other rating entity reasonably acceptable to the CLIENT and evidenced by the CLIENT’s

written confirmation, which acceptance shall not be unreasonably withheld). SIEMENS shall provide the CLIENT

applicable insurance certificates of such coverage prior to SIEMENS’ commencement of any Work at the Facility.

10.1.1 SIEMENS has the responsibility and obligation to procure and maintain the following insurance policies:

(a) Workers’ Compensation Insurance in accordance with Applicable Law;

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(b) Employer’s Liability Insurance with a limit of One Million Dollars ($1,000,000) per accident, per employee for

occupational disease, and in the aggregate for occupational disease;

on an “occurrence” basis with a limit of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars

($5,000,000) aggregate. This policy shall include blanket contractual coverage, railroad protective liability

coverage, and coverage for premises, operations, explosion, collapse and underground (XCU) hazards, and

products/completed operations;

(d) Contractual Liability insuring the obligations assumed by SIEMENS in this Agreement; and,

(e) Broad Form Property Damage (including Completed Operations).

10.1.2 SIEMENS shall name the CLIENT as an additional insured to the extent bodily injury (including death) or

third party property damage results from the negligent acts or omissions of SIEMENS and require that this

policy contain a “separation of insureds” clause.

10.1.3 SIEMENS shall require its subcontractors performing Work at the Facility to maintain the types, coverage

and limits of insurance which are reasonable in accordance with prudent industry practice and

commensurate with the Work to be performed by such subcontractors and shall require such subcontractors

to add the CLIENT as an additional insured to the subcontractors’ insurance coverage in the manner set

forth in Section 10.1.2.

10.2 The CLIENT shall maintain in full force and effect the insurance coverage and limits specified below from the date of

SIEMENS’ commencement of Work at the Facility and continuing until the end of the warranty period set forth in

Section 5.7(a). The CLIENT or the CLIENT’s insurance carrier shall endeavor to provide SIEMENS with thirty (30)

Days’ prior notice of cancellation, termination or material alteration of any insurance coverage set forth in this Section

10.2. In addition, the CLIENT’s insurance shall be maintained with insurance companies having an A.M. Best rating of

“A- “ or better and a financial size category of “VII” or higher (or a comparable rating by any other rating entity

reasonably acceptable to SIEMENS and evidenced by SIEMENS’ written confirmation, which acceptance shall not be

unreasonably withheld). The CLIENT shall provide SIEMENS applicable insurance certificates of such coverage prior

to SIEMENS’ commencement of any Work at the Facility. The required limits of insurance may be satisfied with any

combination of primary and excess coverage.

(a) Workers’ Compensation Insurance in accordance with Applicable Law applicable to the jurisdiction in which

the Work is performed.

(b) Employer’s Liability Insurance with a limit of One Million Dollars ($1,000,000) per accident, per employee for

occupational disease, and in the aggregate for occupational disease;

Five Million Dollars ($5,000,000) annual aggregate. This policy shall include blanket contractual coverage,

railroad protective liability coverage, and coverage for premises, operations, explosion, collapse and

underground (XCU) hazards, and products/completed operations. The CLIENT shall name SIEMENS and

its subcontractors as additional insureds to the extent bodily injury (including death) or third party property

damage results from the negligent acts or omissions of CLIENT or CLIENT’s other contractors, if any. This

policy shall contain a “separation of insureds” clause.

10.3 In regard to insurance maintained by either Party, including any property insurance, each such Party hereby waives, for

itself and its insurers, all rights of recovery and subrogation which may arise against the other Party and its Affiliates as

a result of a payment made by an insurer.

10.4 Title to the Equipment shall pass to the CLIENT on delivery of the Equipment to the Facility. SIEMENS warrants that

legal title to and ownership of the Equipment (excluding, however, the Intellectual Property Rights) shall upon such

delivery be free and clear of any and all liens, claims, security interests or other encumbrances, subject to any lien of

SIEMENS that may arise under Applicable Law that is not otherwise prohibited hereunder.

10.5 Irrespective of the passage of title as provided in Section 10.4, and except for loss or damage due to uninsurable

events for which the CLIENT shall be responsible, SIEMENS shall bear the risk of loss and damage with respect to the

Work to be supplied by SIEMENS, or Equipment that is within the care, custody and control of SIEMENS, wherever

located, that have been or will be incorporated into the Work, until Substantial Completion of such Work. Upon

Substantial Completion of such Work, risk of loss and damage shall transfer to the CLIENT and the CLIENT shall

assume full and exclusive custody and control of such components of the Work other materials, Equipment and

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components supplied by SIEMENS, and of all such Work; provided that, CLIENT’s assumption of risk of loss and

damage shall not obviate SIEMENS’ obligations to correct any warranty non-conformances in accordance with Article

10.6 SIEMENS shall indemnify the CLIENT from and against all third party claims alleging bodily injury, death or damage to

a third party’s tangible property, but only to the extent caused by SIEMENS’ negligent acts or omissions. If the injury or

damage is caused by the parties’ joint or contributory negligence, the loss and/or expenses shall be borne by each

party in proportion to its degree of fault. No part of the Equipment(s) or the Facility is considered third party property.

The CLIENT shall provide SIEMENS with prompt written notice of and shall not acknowledge any third party claims

covered by this Section 10.6. SIEMENS has the unrestricted right to select and hire counsel and the exclusive right to

conduct the legal defense and/or settle the claim on the CLIENT’s behalf. The CLIENT shall not make any

admission(s) which might be prejudicial to SIEMENS and shall not enter into a settlement without the express

permission of SIEMENS.

10.7 UNLESS CONTRARY TO APPLICABLE LAW, IN NO EVENT SHALL THE CLIENT OR SIEMENS BE LIABLE UNDER

THIS INDEMNITY OR OTHERWISE UNDER THIS AGREEMENT FOR SPECIAL, INDIRECT, INCIDENTAL,

PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE, OR

LOST PROFITS, HOWEVER CAUSED.

10.8 IN ANY EVENT, UNLESS CONTRARY TO APPLICABLE LAW, SIEMENS’ MAXIMUM LIABILITY FOR ANY AND ALL

CLAIMS, LOSSES OR EXPENSES ARISING OUT OF THIS AGREEMENT, OR OUT OF ANY GOODS OR

SERVICES FURNISHED UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT

LIABILITY, AGENCY, WARRANTY, TRESPASS, INDEMNITY OR ANY OTHER THEORY OF LIABILITY, SHALL BE

LIMITED TO THE TOTAL COMPENSATION RECEIVED BY SIEMENS FROM THE CLIENT UNDER THIS

AGREEMENT. The preceding limit shall not apply to the CLIENT’s remedy under the Performance Guarantee as such

is limited by Section 4.8.

10.9 THE CLIENT AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN SECTIONS 10.7 AND 10.8 WILL PREVAIL

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

AND EFFECT, WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE DETERMINED TO HAVE FAILED OF

THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF SIEMENS HAS

BEEN ADVISED BY THE CLIENT OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND

DISCLAIMERS OF LIABILITY, RELEASES FROM LIABILITY AND LIMITATIONS ON LIABILITY EXPRESSED IN

SECTION 10.7 AND 10.8 EXTEND TO SIEMENS’ AFFILIATES (AND THEIR EMPLOYEES), PARTNERS,

PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS OF ANY TIER (AND THEIR

EMPLOYEES), AGENTS, AND SUCCESSORS AND ASSIGNS.

10.10 As to Patents and Copyrights:

(a) SIEMENS will, at its option and expense, defend or settle any suit or proceeding brought against the CLIENT

based on an allegation that any Work or use thereof for its intended purpose constitutes an infringement of any

Patent Cooperation Treaty country member’s patent or misappropriation of a third party’s trade secret or

written notice of the suit or proceeding and the authority, information, and assistance needed to defend the

claims. The CLIENT shall not acknowledge any such third party proceedings defined under this Section 10.10.

SIEMENS shall have the full and exclusive authority to defend and settle such claim(s) and will pay the damages

and costs awarded in any suit or proceeding so defended. The CLIENT shall not make any admission(s) which

might be prejudicial to SIEMENS and shall not enter into a settlement without SIEMENS’ consent. SIEMENS is

not responsible for any settlement made without its prior written consent. If the Work, or any part thereof, as a

result of any suit or proceeding so defended is held to constitute infringement or its use by the CLIENT is

enjoined, SIEMENS will, at its option and expense, either: (i) procure for the CLIENT the right to continue using

said Work; (ii) replace it with substantially equivalent non-infringing Work; or (iii) modify the Work so it is non-

infringing.

(b) SIEMENS will have no duty or obligation under 10.10(a) if the Work is: (i) supplied according to the CLIENT's

design or instructions and compliance therewith has caused SIEMENS to deviate from its normal course of

performance; (ii) modified by the CLIENT or its contractors after delivery; or (iii) combined by the CLIENT or its

contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design,

instruction, modification, or combination a suit is brought against the CLIENT. In addition, if by reason of such

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design, instruction, modification or combination, a suit or proceeding is brought against SIEMENS, the CLIENT

must protect SIEMENS in the same manner and to the same extent that SIEMENS has agreed to protect the

CLIENT under Section 10.10(a).

REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR

CONTRIBUTORY INFRINGEMENT THEREOF.

10.11 The Parties acknowledge that the price for which SIEMENS has agreed to perform the Work and obligations under this

Agreement was calculated based upon the foregoing allocations of risk, and that each Party has expressly relied on

and would not have entered into this Agreement but for such allocations of risk.

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 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 present where the

Work is to be performed. SIEMENS will notify the CLIENT immediately if it discovers or reasonably suspects the

presence of any previously undisclosed Hazardous Material. All Work and 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 or hazardous conditions at a Facility where SIEMENS is to perform Work, or of

contamination of the Facility by Hazardous Materials not previously disclosed pursuant to Section 11.2, shall entitle

SIEMENS to suspend the Work immediately, subject to mutual agreement of terms and conditions applicable to any

further Work, or to terminate the Work and to be paid for Work previously performed.

11.2 The CLIENT warrants that, prior to the execution of the Agreement, it notified SIEMENS in writing of any and all

Hazardous Materials, to the best of its knowledge following due inquiry, known to be present, potentially present or

likely to become present at the Facility and provided a copy of any 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.

11.3 Regardless of whether 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

Hazardous Materials, 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 Hazardous Materials. In such

event, SIEMENS will receive an equitable extension of time to complete the Work, and compensation for delays caused

by Hazardous Materials remediation. In no event shall SIEMENS be required or construed to take title, ownership or

responsibility for such 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 (including attorneys’

fees) arising out of any Hazardous Materials 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

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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 Neither the CLIENT nor SIEMENS shall assign or transfer any rights or obligations under this Agreement, except that

either party may assign this Agreement to its affiliates and SIEMENS may use subcontractors 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.

12.3 This Agreement is governed by and construed in accordance with the laws of the State or Commonwealth in which the

Facility is located, without regard to its conflict of laws principles. The application of the United Nations Convention on

Contracts for the International Sale of Goods is excluded. BOTH SIEMENS AND THE CLIENT KNOWINGLY,

VOLUNTARILY AND IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING

RELATED IN ANY WAY TO THIS AGREEMENT. Each Party agrees that claims and disputes arising out of this

Agreement, with the exception of disputes arising under Article 4 or Article 9, must be decided exclusively in a federal

or state court of competent jurisdiction located in the State or Commonwealth in which the Facility is located. Each

Party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.

12.4 The following Sections of this Agreement shall survive the termination, expiration or cancellation of this Agreement: 5.4,

5.7, 5.8, 5.9, 5.10, 8.1, 8.4, 10.3, 10.6, 10.7, 10.8, 10.9, 10.10, 11.4, 12.5, 12.7 and 12.8.

12.5 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

12.6 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.

12.7 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.

12.8 In the event that Applicable Law or the CLIENT requires that SIEMENS procure a performance bond and/or a payment

bond, SIEMENS shall provide a performance and payment bond in the amount of $9.886,432. The performance and

payment bond will solely apply to the Work performed during the Construction Period and to the required statutory lien

filing period thereafter. The performance and payment 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

performance bond if so requested by the CLIENT.

12.9 This contract shall be deemed executory only to the extent of the monies appropriated and available for the purpose of

the contract, and no liability on account therefor shall be incurred beyond the amount of such monies. It is understood

that neither this contract nor any representation by any public employee or officer creates any legal or moral obligation

to request, appropriate or make available monies for the purpose of the contract.

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 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 that any equipment requires repair or

replacement, the CLIENT will be so notified and shall take corrective action within thirty (30) days, or such equipment

shall 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

PERFORMANCE CONTRACTING AGREEMENT

Page 20 of 20

Agreement

Smart Infrastructure PCA-100 PUBLIC NY custom version 2019v2

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 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 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 CLIENT.

Exhibit A - Scope of Work and Services

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Exhibit A - Scope of Work and Services v. 2019

Article 1: Scope of Work

1.1 Description: Except as otherwise expressly provided herein, SIEMENS shall provide

each item of cost and expense necessary for:

Street lighting conversion and building improvements.

1.2 Specific Elements: The Work shall include the following:

FIM-1: Street Lighting Improvements

Upon completion of the CLIENT’s procurement of National Grid’s street lighting infrastructure,

SIEMENS will proceed to convert 4,216 existing street lights from High Intensity Discharge

(HID) lamps to Light Emitting Diode (LED) lamps. The scope of this street lighting

improvement is limited to installing the actual lamp component of CLIENT’s existing

street lighting system. Replacement cobra head luminaires will be installed on exiting pole

mast associated with wood poles or arched metallic poles. Pole top luminaires will be

improved with the use of either replacement luminaires or LED retro fit kits.

The implementation process includes removal and proper disposal of 4,216 (HID) streetlamps

consisting of either High Pressure Sodium or Mercury Vapor lamps. The street lighting

improvement will consist of installing replacement LED lamp components consisting of either

a replacement LED luminaires or LED lamp retrofit kits depending on the type of fixture being

upgraded. The selection of replacement lamp sizes will be based on the lumen output of

existing HID lamps.

In compliance with National Grid’s requirements an inline, double pole, breakaway, fused

disconnect will be installed in branch circuit suppling power to each street light included in this

measure.

Assistance of the CLIENT’s Police Department will be required from time to time throughout

the implementation process for traffic control and designating specific area as “No Parking”

zones.

National Grid requires posting a security bond which will be accessed should a municipal

owner of street light fail to complete the installation of a break-away fuse on each luminaire.

Posting said security bond is the responsibility of SIEMENS.

SIEMENS has included the first generation of electronic “node” which attaches to the later

generations of street lighting infrastructure.

SIEMENS has included the cost of first generation “nodes” in the costs for this project. Upon

the completion of the street lighting procurement process SIEMENS will revisit the available

technologies and advise the CLIENT of options available. This contract may be amended to

adjust for changes in cost relative to the latest the latest “node” technologies.

New Street Lighting components will come with a 5 parts and labor warranty. Warranty will

be for quality issues and not outside circumstances such as knock downs. Repairs will be

made after every five unit failures.

Exhibit A - Scope of Work and Services

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Siemens Industry, Inc., Smart Infrastructure

Exhibit A - Scope of Work and Services v. 2019

FIM-2: Police Station Replacement Heating Boiler

SIEMENS will remove and dispose of one existing DeDietrich hot water boiler that serves the

heating load of the police station. The remaining DeDietrich boiler will remain in place to

service the heating load of the Police Station for use in the event of a temporary interruption

of the replacement boiler.

SIEMENS will supply and install a replacement “low mass”, condensing style, low pressure,

hot water boiler which will be the primary source of hydronic heating for the police station. The

replacement boiler will be sized to meet the design heating load of the building and will be

equipped with all accessories stipulated under NYS Boiler Code, New York Industrial Code,

Rules 4 and 14.

Included in this FIM is the installation of necessary, insulated, hot water supply and return

piping to interface the replacement boiler with the existing hot water distribution system along

with modifications, as required to the natural gas house line and existing single phase 120-volt

electric branch circuit which will be used to power the replacement boiler. Upon completion of

the boiler installation SIEMENS will startup, test, check operation and commission the

replacement boiler.

FIM-3: Police Station Replacement 50 Ton Chiller

SIEMENS will remove and dispose of one existing 50-ton chiller currently servicing the cooling

load of the Police Station. The scope of this FIM is as follows:

a. Evacuate and dispose of refrigerant from the existing chiller.

b. Disconnect the existing chiller from house utilities.

c. Remove and dispose of the existing chiller from the site.

d. Rig in and set one replacement 50-ton, air cooled chiller suitable for air

conditioning service

e. Connect the replacement chiller to existing house utilities and chilled water

supplied and return piping circuits.

f. Install a 50-ton air cooled condenser in the green space adjacent to the west

exposure of the facility.

g. Install refrigeration piping between the proposed chiller and the exterior located

air-cooled condenser. Suction line refrigeration piping installed between the chiller

and air-cooled condenser will be insulated with elastomeric foam pipe insulation.

h. Upon completion of the installation services will be supplied to startup, test, and

check the operation of the replacement chiller system.

FIM-4: Police Station Replacement Fan Coil Units

SIEMENS will replace (46) fan coil units throughout the Police Station. The existing units will

be disconnected from the existing hot and chilled water distribution systems, and the 120/1/60-

volt power source of each fan coil unit. A replacement control valve will be supplied and

installed in the waterside inlet of each fan coil unit; a calibrated balance valve will be installed

in the waterside discharge of each fan coil unit. The existing electrical branch circuits will be

reconnected to the internal line voltage taps provided in each replacement fan coil units. Low

voltage communication cabling will be used to interface the replacement control valve and fan

coil controls to the facilities digital control system

Exhibit A - Scope of Work and Services

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Exhibit A - Scope of Work and Services v. 2019

Upon completion of the installation, services will be supplied to startup, test, and check the

operation of the replacement chiller system.

FIM-5: Police Station 20 Ton Dry Cooler

SIEMENS will supply and install one 20-ton dry cooler to service the heat rejection load of

the existing 20-ton water cooled heat pump. The subject dry cooler will be installed on the

north exterior exposure of the Police Station.

This measure will include the necessary ancillary components of mechanical and electrical

materials to interface the subject dry cooler with the existing 20-ton heat pump. The only

service this heat pump provides is the shoulder month cooling load for a portion of the Police

Station. This heat pump will remain configured to operate exclusively in the cooling mode

and continue to service the shoulder month cooling load of the Police Station.

FIM-6: Migrate Apogee Control System to a Desigo Platform

SIEMENS will supply necessary man power and components required to migrate the existing

Apogee Building Management system to the new Desigo Building Management System.

Migration of existing Siemens Building Management System from APOGEE Insight to Desigo

is due to APOGEE operator work stations currently operating on an Insight Graphical

Workstation platform. The facility’s workstations need to be upgraded to Desigo Graphical

Workstation platform. This upgrade will allow the CLIENT’s site to remain compatible with

newer versions of Windows Operating Systems.

Included in this FIM is a new Desktop Workstation Server with required Desigo software,

inclusive of updating graphics, trend files, reports, user accounts, alarms and customer

training.

FIM-7 Fire Stations Replacement Windows

SIEMENS will install replacement windows in each of five Fire Stations as detailed in Table 1.0

below.

Replacement fixed windows and double hung windows will be constructed with commercial

grade vinyl frames. The replacement frames shall be rigid, hollow, multi-cavity, vinyl extrusions

with an overall frame width of 3-1/4”. The white PVC sash and frame members shall be extruded

from compounds which comply with ASTM D-1784-78, Classification 14344. All rigid polyvinyl

chloride (PVC) extrusions used in the construction of the window shall conform to the

requirements of Specification D-3678.

Extrusion quality of the profiles shall conform to ASTM D-3678-78. The rigid PVC extrusions

shall be Certified by the extrusion manufacturer to have had outdoor exposure tests of two or

more years duration with no appreciable color, surface finish, or material degradation.

Weather-stripping shall meet the AAMA requirements of publication number AAMA 701.2-1974.

Window sashes are to be self-weeping, all exterior weep holes to employ a plastic weep cover.

Exhibit A - Scope of Work and Services

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Exhibit A - Scope of Work and Services v. 2019

The replacement window frames will have a bronze exterior and white interior finishes unless

noted differently in in Table1.0. Glazing material will consist of Low-e, insulated, argon-filled,

double pane glazing. The replacement window units will be Eco Shield, Fixed Vinyl Windows

of double hung, 7000 Series, which are Energy Star rated featuring a m factor of 0.27.

Existing exterior window frames will be wrapped with bronzed 0.040 aluminum as required.

Corrections will be made, as required, to the interior adjacent side walls disturbed as result of

installation of replacement windows. Miscellaneous interior corrections will consist of replacing

and finishing GWB and spot painting the subject areas. Interior restorations to match existing

interior surfaces as close as possible.

Detection, removal, and disposal of asbestos and lead bearing materials is excluded

from SIEMENS scope of work.

TABLE 1.0

Fire

Statio

n No.

Location

Exterior

Color

Interior

Color

Replacement

Windows

Schedule

Type Material Comments

1 115

St.

Bronze

White

2 - 63” X 38”

4 - 39” X 38”

2 - 46” X 38”

26 -60” X 48”

4 - 60” X 36”

48- 30” X 42”

2 - 46” X 84”

1 - 36” X 65

6- 60” X 26”

7- 72” X 26”

FIXED

DOUBLE

HUNG

FIXED

VINYL

DARK TINT

2 Bouton Rd.

Bronze

White

6 - 93” X 59”

5 - 45” X 59”

1 - 120” X 59”

FIXED

VINYL

Campbell

Ave.

Bronze White

10 - 45” X 59”

2 -“120” X 59”

FIXED

VINYL

4 North St. Bronze White

4 – 48” X 126”

7 - 48” X 99”

6 – 33”X 99”

2 – 65”X 99”

FIXED

VINYL

2175 6

Ave.

Green White 2 - 120” X 64” FIXED VINYL

Green White 10 - 96” X 64” FIXED VINYL

SPECIAL

EXTERIOR

COLOR

Green White 3 - 72” X 64” FIXED VINYL

Green White 5 - 36” X 36” FIXED VINYL

Green White 7 - 96” X 42” FIXED VINYL

Green White 1 - 42” X 64” FIXED VINYL

Exhibit A - Scope of Work and Services

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Exhibit A - Scope of Work and Services v. 2019

FIM-8: Replacement Roofs

SIEMENS will install a replacement roof on each of the facilities detailed in Table 2.0.

SIEMENS will remove and dispose of existing roofing materials down to the roof deck.

SIEMENS will prepare deck & install self-adhering vapor retarder. Installation of 2 layers of 2”

20 PSI insulation set in adhesive. A new .060mil. non-reinforced adhered EPDM Roof System

will be installed. SIEMENS will flash all walls & penetrations to manufacturer’s specifications.

Salvage & reuse of all coping caps. Replacement roofs are supplied with a manufacturer’s

twenty-year labor and material warranty against failures to EPDM membrane subjected to

industry standard operating conditions.

Table 2.0

Location

Roof

SQ,

FT.

a. Station #1 - Lansingburgh - 115

St. 7,700

b. Station #2 - Bouton Road 7,000

c. Station #3 - Campbell Ave. 14,700

d. Station #4 - North Street Station 3,400

e. Station #5- Central Station - 2175 6

Ave. 15,700

f. DPW Traffic Building 2,700

FIM-9: Interior Lighting Improvements

SIEMENS will replace existing fluorescent lamps and install replacement LED lamps in

below listed facilities per Appendix-1 Lighting Retrofit Schedule:

a. Fire Station #1 - Lansingburgh Station - 115

& 5

Avenue

b. Fire Station #2 - Bouton Road Station Bouton Road & 15

Street

c. Fire Station #3 - Campbell Avenue Station 530 Campbell Avenue

d. Fire Station #4 - North Street Station North Street & River Road

e. Fire Station #5- Central Station 2175 6

Avenue

f. Fire Station #6 - Canal Avenue Station Canal Avenue & 3

Street

g. Troy Police Station 6

Avenue and State Street

h. City Court 51 State Street

i. DPW Main Building 40 Orr Street

j. DPW Traffic Building 3114 7

Avenue

k. State Street Parking Garage

l. 5

Avenue Parking Garage

FIM-10: Central Fire Station Desiccant Wheel Energy Recovery Unit

SIEMENS will install a 1,000 CFM desiccant wheel energy recovery unit (ERU) on the facility’s

ventilation system. This system will transfer energy typically lost to the atmosphere in to the

outside air stream used to ventilate the facility. Included in this FIM are the following

components:

a. Supplying and installation of the subject ERU. This ERU will be installed in series with

the outside air duct at the point of the existing ventilation fan.

Exhibit A - Scope of Work and Services

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Exhibit A - Scope of Work and Services v. 2019

b. Provide a bronzed plate and frame heat exchanger with required hydronic specialties

(40% concentration of propylene glycol on the hydronic coil side with boiler water on

the secondary side).

c. Install a hydronic heating coil in the ventilation discharge air stream such that the

discharge ventilation air temperature delivered to occupied spaces maintains a

constant 70

d. Supply and install necessary insulated pipes, valves, and fittings to interface the

subject hydronic coil with the existing hydronic heating system. Install a modulating

hydronic control valve and discharge air sensor to facilitate operation of the subject

hydronic coil

e. Modify existing duct work as required to interface the subject ERU with the existing

ventilation equipment.

FIM-11: Central Fire Station Replacement Fluid Cooler

SIEMENS will install a replacement fluid cooler to service the heat rejection load of 49 tons of

water source heat pumps. The existing fluid cooler will be removed from the second story

penthouse. Replacement fluid cooler sized at a minimum heat rejection capacity of 588,000

BTUH at 74

F wb will be supplied and installed. Ancillary components associated with this FIM

is as follows:

a. Reconnection of the heat pump loop to the replacement fluid cooler.

b. Reconnection to of city water to the basing of the replacement fluid cooler.

c. Reconnection of the existing branch circuit to the replacement fluid cooler.

d. Provide services to start, test and check on all items installed under this measure,

leave the replacement fluid cooler on ready for service.

(Note: Testing of fluid cooler’s basin water, supplying or installing water treatment

chemicals to condition the fluid cooler’s basin water is excluded from the scope of

SIEMENS scope of work.)

FIM-12: Intentionally Blank

FIM-13: Intentionally Blank

FIM-14: Intentionally Blank

FIM-15: Intentionally Blank

FIM-16: Fire Station #1 - Lansingburgh Station – Replacement Roof Top Unit

SIEMENS will install one natural gas fired, packaged roof top HVAC system at the

Lansingburgh Fire Station. The scope of this FIM is as follows:

a. Removal and disposal of the existing unit.

b. Rig and set the replacement roof top unit on the existing roof curb via the use of a

curb adaptor.

c. The replacement unit will be rated at a minimum of 30,000 BTUH in the cooling mode

and 80,000 BTUH in the heating mode.

d. Installed required sheet metal configurations to interface the replacement unit with

the existing supply and return plenums.

Exhibit A - Scope of Work and Services

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Siemens Industry, Inc., Smart Infrastructure

Exhibit A - Scope of Work and Services v. 2019

e. Supply and install one Wi Fi communication type thermostat.

FIM-17: Bouton Road Fire Station – Replacement Roof Top Unit

SIEMENS will install one natural gas fired, packaged roof top HVAC system at the Bouton

Road Fire Station. The scope of this FIM includes:

a. Removal and disposal of the existing unit.

b. Rig and set the replacement roof top unit on the existing roof curb via the use of a

curb adaptor. Installed required sheet metal configurations to interface the

replacement unit with the existing supply and return plenums.

c. The replacement unit will be rated at a minimum of 27,400 BTUH in the cooling mode

and 75,000 BTUH in the heating mode

d. Supply and install one Wi Fi communication type thermostat.

FIM-18: City Court Replacement Roof Top Unit

SIEMENS will replace the existing natural gas fired, Central HVAC system that services the

City Court facility. The scope of this FIM includes the following components:

a. Reclaim refrigerant from existing unit.

b. Disconnect the existing unit from utilities and supply and return duct work.

c. Provide services to rig the existing unit from the roof of the City Court facility.

d. Supply and install a replacement, 105 +/- ton packaged roof top HVAC system. The

replacement roof top will be fitted with dual screw compressors each controller by a

variable speed controls, multiple supply air fans, and a single return air. Both the

supply and return fans will be controlled by variable speed controls. The speed of the

compressors and fans will be determined and automatically adjusted by the systems

processors which continuously monitor the replacement units heating and cooling

loads.

e. Install a curb adaptor on the existing roof curb to interface the configuration of the

replacement roof top unit with the existing roof curb.

f. Reconnect existing utilities to the replacement roof top unit.

g. Balance air flow of the unit to that specified for the facility.

h. Adjust outside air dampers and unit’s exhaust air flow to provide the required

ventilation for the facility’s maximum occupancy in compliance with ASHRAE 62.2

Standards.

i. Provide services to start, test, and check operation of the replacement unit.

j. Provide owner instructions.

k. Leave unit ready to provide heating, ventilation, and cooling service.

Exhibit A - Scope of Work and Services

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Siemens Industry, Inc., Smart Infrastructure

Exhibit A - Scope of Work and Services v. 2019

FIM-19: City Court HVAC System Zoning

SIEMENS will provide labor and materials to install 42 zone dampers in the City Court’s supply

air distribution system. A modulating damper fitted with minimum air position will be installed

either immediately prior to or immediately after each of the hot water reheat coils located in

the supply air stream of the facility’s discharge air stream. Each modulation damper actuator

associated with the 42 dampers will be controlled via the existing SIEMENS Direct Digital

Control System.

Included in the scope of this measure are the following components:

a. Mechanical installation of 42 supply air-dampers, inclusive of sheet metal duct

modifications as needed.

b. Install a modulation actuator on each installed damper.

c. Interface the subject actuators with the existing SIEMENS temperature control system

inclusive of required temperature control grade wiring.

d. Modify software configuration of existing digital controllers located in occupied spaces

to accommodate operation of the subject modulating actuators.

e. Provide services to start, test, and check operation of the installed modifications to the

supply air system.

FIM-20: Police Station Holding Area

SIEMENS will replace the existing HVAC system associated with the prisoner holding area.

The replacement system will meet the current NYS Corrections Department stipulated Codes.

a. Reclaim refrigerant from existing system.

b. Disconnect utilities from one 3,000 CFM, natural gas, indirect fired, 100% outside air,

roof top, makeup air system. Remove and dispose of existing furnace.

c. Disconnect utilities from one 15-ton multiple stage, air cooled condensing unit.

Remove and dispose of existing air-cooled compressor.

d. Modify existing structural steel to accommodate support of replacement equipment.

e. Rig one replacement 100% outside air, indirect fired, make up air system to its

prescribed location on the roof.

f. Rig one replacement, 15-ton, multiple stage, air cooled, condensing unit to its

prescribed location on the roof.

g. Supply and install interconnection refrigerant piping for each stage between the

condensing unit and the replacement makeup air system.

h. Install one hot gas bypass control on stage one of the air-cooled condensing unit.

i. Reconnect utilities to the replacement makeup air system and air-cooled condensing

unit.

j. Provide services to start, test, and check operation of replacement HVAC equipment.

FIM-21: Intentionally Blank

FIM-22: North Street Fire Station Replacement Generator

SIEMENS will supply and install a natural gas fired, 55 kW, 240/120-volt single phase

generator in the North Street Fire Station. The replacement generator will be relocated to the

grade level in lieu of the current Basement location. The follow components are included in

the scope of this FIM:

a. Supply, deliver, and set in place one natural gas powered, 55 kW generator.

b. Install a replacement exhaust system inclusive of a muffler for sound attenuation.

c. Modify existing house natural gas piping to accommodate the replacement generator.

SIEMENS will supply and install a replacement transfer switch and necessary branch

Exhibit A - Scope of Work and Services

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Siemens Industry, Inc., Smart Infrastructure

Exhibit A - Scope of Work and Services v. 2019

circuit wiring as required to interface the replacement generator with the facility’s

existing electric service

d. Provide services to start, test, and check operation of the replacement generator.

FIM-23: Canal Street Fire Station Architectural Services

The Canal Street Fire Station has been designated by the New York State Historic

Preservation Office (“SHPO”) as a facility being historically significant to the City of

Troy. Rules have been established by SHPO for restoration of such buildings to

preserve their historical significance. Decisions relative to what building components

are required to be replaced with original construction is the exclusive domain of SHPO.

The design of restoration processes requires the services of a NYS Licensed Architect,

typically one who specializes in historic restorations. SIEMENS will supply services

of a NYS Licensed Architect to develop plans and specifications as needed to replace

the Canal Street Fire Station’s existing windows and replacement roof. Upon

completion of the design and review processes SIEMENS will develop a cost estimate

to remedy the facility’s ongoing issues with window and roof failures.

1.3 Technical Specifications, Drawings, and Exhibits: The Work shall be performed in

accordance with the scope of work in Exhibit A of this Agreement.

1.4 CLIENT Responsibilities (in addition to those in Article 6 of the Agreement):

CLIENT shall cooperate with SIEMENS in SIEMENS’ efforts to obtain

rebates. CLIENT’s cooperation includes, but is not limited to, signature on

applications and permitting utility personnel to enter the Facility where the FIM’s

have been installed in order to verify their installation and that they are operating.

Exhibit A - Scope of Work and Services

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Exhibit A - Scope of Work and Services v. 2019

Article 2: Work Implementation Period

2.1 Commencement of Work:

2.1.1 SIEMENS shall commence the Work 30 calendar days from the Effective Contract

Date and shall perform the Work diligently and shall complete the Work no later

than 365 calendar days from the day of commencement, exclusive of the Work

associated with FIM 1 described below.

SIEMENS shall mobilize its labor forces and proceed with the implementation of

FIM 1 upon a notice to proceed in writing from the CLIENT (“Notice to Proceed”)

that the CLIENT has completed its procurement of the existing inventory of street

light luminaires from National Grid and that the sale by and between National Grid

and the CLIENT has been reviewed and approved by the New York State Public

Service Commission. Upon receipt of the Notice to Proceed SIEMENS will

diligently work to complete FIM 1 in 180 calendar days from Public Service

Commission approval and CLIENT Notice to Proceed, subject to delays resulting

from interruptions in the FIM 1 Work due to weather, traffic patterns, and other

issues beyond the control of SIEMENS.

Exhibit A - Scope of Work and Services

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Exhibit A - Scope of Work and Services v. 2019

Article 3: Scope of Services-Performance Assurance Services Program

3.1 The PASP will provide the CLIENT with an Annual Performance Assurance Report

within sixty (60) days of the end of each Annual Period.

3.2 Performance Assurance Services are all labor activities, site visits, monitoring and

analyses necessary to calculate the Annual Realized Savings achieved by the

Project, and to prepare and present the Annual Performance Assurance Report

for the respective Annual Period.

3.3 Each Annual Performance Assurance Report shall include:

3.3.1 The Measured and Verified Savings for the respective Annual Period, including

supporting documentation required to complete the Measurement and

Verification Plan outlined in Article 4, Exhibit C of this Agreement.

3.3.2 The Annual Realized Savings achieved by the Project for each respective

Annual Period.

3.3.3 A comparison of the Annual Realized Savings and Guaranteed Annual Savings

to determine whether there is a Savings Shortfall for the respective Annual

Period, pursuant to Article 4 of the Performance Contracting Agreement.

Article 4: Scope of Services-Maintenance Services Program (MSP)

4.1 The purpose of the MSP is to help ensure that the Equipment installed as an

integral part of the Performance Contracting Agreement between SIEMENS and

the CLIENT will provide reliable and efficient operation throughout the term of the

Performance Contracting Agreement. The MSP will consist of three services as

listed below: “Monitored Equipment Services”, “Maintained APOGEE Equipment”,

and CLIENT Support Flextime Allotment (Annual Periods 1 through 5 only).

Equipment not covered on the List of Monitored Equipment or List of Maintained

APOGEE Equipment can be serviced using the CLIENT Support Flex Time

Allotment.

4.2 Monitored Equipment Services Scope: (these services are provided in

addition to the CLIENT Support Flextime Allotment):

4.2.1 Mechanical Equipment Operating Inspection: Through this service, SIEMENS

will help to ensure that the mechanical equipment continues to operate efficiently,

safely and with little operating disruptions during the operating season. SIEMENS

will provide routine operating inspection(s) to check system performance in

accordance with a program of standard routines as determined by equipment

application, and location. This service will focus on equipment operation, fluid

levels, operating and safety controls, and safe equipment operation. This service

does not include preventive maintenance. The equipment included under this

service is itemized in the List of Monitored Equipment.

Exhibit A - Scope of Work and Services

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4.2.2 Combustion Analysis & Adjustment: SIEMENS will utilize electronic flue gas

analysis to perform combustion analysis whereby the burner controls and linkages

will be adjusted as required for efficiency and pollution control. If existing

equipment cannot meet current pollution requirements, SIEMENS will make

recommendations for system improvements. This service does not include

preventive maintenance. The equipment included under this service is itemized

in the List of Monitored Equipment.

This is an inspection only service, any equipment deficiencies will be brought to

the CLIENT’s attention. At the CLIENT’s request, a proposal may be submitted by

SIEMENS for recommended repairs. Any additional mechanical equipment may

be serviced or repaired on a time and material basis or using the CLIENT Support

Flextime Allotment.

4.3 List of Monitored Equipment

Facility Equipment Location Equipment Type Qty

Police Station (FIM-2)

Boiler Room

1200 MBH Condensing Boiler

Operating Inspection and Combustion Analysis (1 time per year)

Police Station (FIM-5)

Boiler Room

20 Ton Dry Cooler

Operating Inspection (1 time (per year)

Police Station (FIM-3)

Chiller

Operating Inspection (1 time per year)

City Court (FIM-18)

Roof

Roof Top Unit (RTU)

Operating Inspection (1 time per year)

Central Fire Station (FIM-

11)

Floor MER

Fluid Cooler

Operating Inspection (1 time per year)

Central Fire Station (FIM-

10)

Basement

Desiccant Energy Recovery Wheel

Operating Inspection (1 time per year)

Bouton Fire Station (FIM-

17)

Roof

Roof Top Unit (RTU)

Operating Inspection (1 time per year)

Fire Station #1

Lansingburgh (FIM

16)

Roof

3 Ton RTU DX/Gas No DDC

Operating Inspection (1 time per year)

4.4 APOGEE Services Scope: Automation Services Identified on the “List

of Maintained APOGEE Equipment” (these services are provided in

addition to the CLIENT Support Flextime Allotment):

Educational Services – Delivered at CLIENT’s Facility: Through Educational Services,

SIEMENS will help the CLIENT’s staff learn how to take advantage of the latest

technologies available for HVAC control systems associated with properties under the

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CLIENT’s control. Training will be provided on-site at the CLIENT’s facilities. SIEMENS

shall provide a total of eight hours per year of APOGEE training.

Emergency Online/Phone Response: Monday through Sunday, 24 Hours per Day:

System and software troubleshooting and diagnostics will be provided remotely.

SIEMENS will respond within 4 hours, Monday through Sunday, 24 hours per day,

including Holidays, upon receiving notification of an emergency, as determined by the

CLIENT and SIEMENS. Where applicable, SIEMENS will furnish and install the

necessary online service technology to enable us to remotely dial into the system, through

a dedicated telephone line that will be provided by the CLIENT. This service is for the

APOGEE Automation System. Online support can be provided for the HVAC systems

using the allotment of mechanic hours. After hours mechanic service will be used from the

CLIENT Support Flextime Allotment at 1-1/2 or 2 times the standard rate depending when

the service is provided.

Emergency Onsite Response: Monday through Sunday, 24 Hours per Day: Emergency

Onsite Response will be provided to reduce the costs and disruptions of downtime when

an unexpected problem does occur. SIEMENS will provide this service between

scheduled service calls and respond within 4 hours for critical emergencies, or within 8

hours for non-emergency conditions, Monday through Sunday, 24 hours per day, including

Holidays, upon receiving notification of an emergency. Critical emergencies, as

determined by CLIENT staff and SIEMENS, are failures at a system or panel level that

would result in the loss of the operation of an entire section of a building or place the facility

at high risk. Non-emergency conditions, as determined by CLIENT staff and SIEMENS,

are failures at an individual component level resulting in minimal impact to the overall

operation of the facility. Non-emergency conditions, as determined by CLIENT staff and

SIEMENS, may be incorporated into the next scheduled service call. This service is for

the APOGEE Automation System. Emergency Onsite Response can be provided for the

HVAC systems using the CLIENT Support Flextime Allotment of mechanic hours. After

hours mechanic service will be used from the labor allotment at 1-1/2 or 2 times the

standard rate depending when the service is provided.

Software Maintenance: SIEMENS will address any programming errors, failed points,

points in alarm, unresolved points or points in operator priority, both at the front end

workstation and at the field panel.

Control Loop Tuning: Control loops drift out of calibration with changes in mechanical

efficiency, building use, and climatic conditions. Through this service SIEMENS will help

to ensure that control loops for devices such as valves, dampers, actuators, etc.,

experience minimized overshooting and oscillatory behavior.

Data Protection & Data Recovery Services: SIEMENS will perform scheduled database

back-ups of the CLIENT’s workstation database & graphics and / or field panel databases

associated with APOGEE systems and provide safe storage of this critical business

Exhibit A - Scope of Work and Services

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information. Should a catastrophic event occur, SIEMENS will respond onsite (or online)

to reload the databases and system files from stored backup copy, to restore operation as

soon as possible.

Network Maintenance: Using SIEMENS Network Performance Diagnostic Technologies,

calibration and tuning of the data network analyzes variables impacting network

performance, including node tables, token passes, turn speed, change of values over the

network, unresolved points, and overall operation.

APOGEE Preventive Maintenance: SIEMENS will provide preventive maintenance in

accordance with a program of routines as determined experience, equipment application

and location. The list of field panels and/or devices, included under this service, is

identified in the List of Maintained APOGEE Equipment.

APOGEE Repair & Replacement Services: SIEMENS will provide labor and / or

materials to repair or replace failed or worn components to maintain the system in

operating condition. Components that are suspected of being faulty may be repaired or

replaced in advance to minimize the occurrence of system interruptions. Equipment

covered under this service is identified and limited to the List of Maintained APOGEE

Equipment. Items not covered by this service will be brought to the CLIENT’s

attention if discovered by SIEMENS.

System Performance Updates & Upgrades for APOGEE

Firmware Updates: SIEMENS will provide CLIENT with firmware and documentation

updates to the existing APOGEE field panels upon development, along with onsite training

associated with the new features. Field panels included under this service are itemized in

the List of Maintained APOGEE Equipment. (Upgrades to Field Panel hardware,

processors, memory boards, and related hardware are excluded.)

Software Support and Updates: SIEMENS will provide CLIENT with software and

documentation updates to the existing SIEMENS software as they become available.

Workstations covered under this service are itemized in the List of Maintained APOGEE

Equipment. (Upgrades to PC's and related workstation hardware are excluded

unless specified elsewhere.)

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4.4.1 List of Maintained APOGEE Equipment

Qty Equipment Manufacturer

and/or Supplier

R&R Coverage

See Code Key

1 SIEMENS-Desigo Operator

WorkStation-Servers, CPU’s and

all accessories.

SIEMENS D

1 SIEMENS-Desigo Operator

WorkStation software and annual

updates.

SIEMENS A

3 Modular Building Controllers

(PXCM’s) Panel(s); including all

associated Firmware Updates,

TXIO Point Modules, Processor,

and Power Supplies.

SIEMENS A

6 Compact Building Controllers

(PXC-36’s) including all

associated Firmware Updates.

SIEMENS A

46 Terminal Equipment Controllers

(TEC’s) FCUs

SIEMENS A

42 Terminal Equipment Controllers

(TEC’s) Zone damper controllers

SIEMENS A

ALL

New

SIEMENS-Apogee DDC end

control devices; including all,

Sensors, relays, current switches,

and actuators. Humidity Sensors,

etc. (Except Hydronic Valves).

Existing devices reused are not

included in this service scope of

work.

SIEMENS A

Variable Speed Drives (VFD’s) SIEMENS D

All

New

Hydronic Valve Actuator(s).

Excludes existing actuators that

are reused.

SIEMENS A

All

New

Hydronic Valve Bodies. Excludes

existing actuators that are

reused.

SIEMENS C

Uninterruptible Power Supplies

(UPS’s)

SIEMENS D

All

New

Control dampers SIEMENS D

Repair & Replacement Coverage Code Key:

A = Labor & Materials Included

B = Labor Included & Materials Not Included

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Exhibit A - Scope of Work and Services v. 2019

C = Fitter/Mechanic Labor Not Included & Materials Included

D = Labor Not Included & Materials Not Included

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4.5 Additional Service Solution Using CLIENT Flextime Support Services (CLIENT

Flextime Support Allotment)

CLIENT FLEXTIME SUPPORT SERVICES (Annual Periods 1 through 5)

CLIENT Flextime Support: With the CLIENT’s directed support, SIEMENS will provide a

trained and experienced Automation Specialist, HVAC Mechanic, Building Commissioning

Engineer, Generator Technician or Electrical Service Specialist who will work under the

CLIENT direction. The intent of this service is to provide facility experts for completing

required preventive maintenance, repair or replacement, on-going commissioning service,

special project implementation, or to meet a facility service objective. In addition to the

services described in Articles 4.2, 4.3, and 4.4 SIEMENS will provide an annual allotment

of 500 hours Building Commissioning Engineers, Customer Service Manager, Building

Automation Specialist, Service Maintenance Engineers and HVAC Mechanics hours of

labor to plan and perform the directed maintenance services. CLIENT Flextime Support

service can be provided at any CLIENT facility during Years 1 through 5. A $12,000.00

annual allotment for materials will be provided in years 1-5. After Year 5, CLIENT

Flextime Support Services are not included.

Quality Assurance

SIEMENS will meet with the CLIENT to discuss the performance of the systems, facility

future needs, and make recommendations for improvements inclusive of

recommendations for changes in the service program to better meet the CLIENTS

changing needs. SIEMENS will meet with the CLIENT quarterly to review hours

consumed under the allotment, tasked performed and assist the CLIENT planning for

future use of “CLIENT Flextime Support Allotment”.

Maintenance Planning and Reporting

SIEMENS will provide recommended preventive maintenance plans and performed

maintenance reports. This work will be provided by the Service Maintenance Engineer.

This service will be used from the CLIENT Flextime Support Allotment.

Existing Building Commissioning

Buildings frequently undergo operational and occupancy changes that challenge the

mechanical, electrical and controls systems, hindering optimal performance. Additionally,

in today’s complex buildings, systems are highly interactive with sophisticated control

systems that can create a trickle-down effect on building operations – small problems have

big effects on performance. No matter how well building operators and service contractors

maintain equipment, if it operates ineffectively energy waste and reliability problems can

occur. SIEMENS recommends retro commissioning applicable HVAC mechanical

systems and associated building automation controls. This service can be provided for

the systems using the CLIENT Flextime Support Allotment. After hours service will

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be used from the labor allotment at 1-1/2 or 2 times depending when the service is

provided.

HVAC Services

HVAC Annual Maintenance: SIEMENS will perform scheduled annual preventive

maintenance in accordance with a program of standard routines as determined by

experience, equipment application, and equipment operating hours that are

recommended by each equipment manufacturer and location. This service will be

applied from the CLIENT Flextime Support Allotment.

HVAC Seasonal Inspection- Cooling: SIEMENS will provide seasonal inspection

services in accordance with a program of standard routines as determined by experience,

the equipment manufacturer’s published recommendations, equipment application, and

location. This service will be applied from the CLIENT Flextime Support Allotment.

HVAC Seasonal Inspection- Heating: SIEMENS will provide seasonal inspection

services in accordance with a program of standard routines as determined by experience,

the equipment manufacturer’s published recommendations, equipment application, and

location. This service will be applied from CLIENT Flextime Support Allotment.

Refrigerant Recovery: Through this service, SIEMENS helps to assure that the facility is

in compliance with the current EPA regulations and guidelines controlling the use and

containment of refrigerants. Testing and cleaning procedures are not included in this

recovery service. Replacement refrigerant is outside the scope of this service. This

service will be applied from the CLIENT Flextime Support Allotment.

Oil Acid Test: SIEMENS will provide oil acid test on reciprocating compressor. This

service will be applied from the CLIENT Flextime Support Allotment.

Air Cooled Condenser Coil Cleaning: Coil cleaning consists of cleaning the outside

surface of the condensing unit coils to remove any airborne particles, dirt build-up by using

a brush, high pressure air, chemical with low pressure wash or chemical with high pressure

wash at SIEMENS discretion based on condition of outside environment and coil

accessibility. This service will be applied from the CLIENT Flextime Support

Allotment.

HVAC Shut Down / Annual Inspection: SIEMENS will perform scheduled annual

preventive maintenance in accordance with a program of standard routines as determined

by experience, equipment application, and equipment operating hours that are

recommended by each equipment manufacturer and location. Depending on the findings

SIEMENS may also provide recommendations for additional service(s) that will better

enhance equipment performance. In addition, for centrifugal, reciprocating and screw

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chillers, SIEMENS will leak test all equipment containing refrigerant, report findings and

provide a list of recommended repairs (if necessary). SIEMENS will recover refrigerant

as appropriate to reduce emissions and cost of replacement refrigerant and keep the

CLIENT informed regarding refrigerant issues and opportunities. All refrigerant

containment will be performed in accordance with EPA regulations and guidelines. This

service will be applied from the CLIENT Flextime Support Allotment.

HVAC Start-Up Inspection: SIEMENS will provide start-up services in accordance with

a program of standard routines as determined by experience, the equipment

manufacturer’s published recommendations, equipment application, and location. This

service will be applied from the CLIENT Flextime Support Allotment.

Combustion Analysis & Adjustment: SIEMENS will utilize electronic flue gas analysis

to perform combustion analysis whereby SIEMENS will adjust the burner controls and

linkages as required for efficiency and pollution control. If existing equipment cannot meet

current pollution requirements, SIEMENS will make recommendations for system

improvements. This service will be applied from the CLIENT Flextime Support

Allotment.

Fireside Tube Brush Cleaning: Through this service SIEMENS will clean soot ash and

debris from tubes associated with fire tube boilers. SIEMENS will open the fire side of

boiler and brush fire tubes, remove soot and debris from the fireside of the boiler, inspect

tubes, burners and burner throat, fire box and doors refractory, and close boiler with new

gaskets and door seals. Upon completion of this service SIEMENS will provide

recommendations for corrective action(s), if uncovered. This service will be applied

from the CLIENT Flextime Support Allotment.

HVAC Operating Inspection: SIEMENS will provide routine operating inspection(s) to

check system performance in accordance with a program of standard routines as

determined by experience, the equipment manufacturer’s published recommendations,

equipment application, and location. This service will be applied from the CLIENT

Flextime Support Allotment.

HVAC Repair & Replacement Services: SIEMENS will repair or replace failed or worn

moving parts (such as; bearings, motor rotors, motor stators, seals, gears, burners,

controls and switches). Prior to beginning any repair or replacement, SIEMENS will

troubleshoot the system to diagnose the system’s problems. Non-moving parts such as

boiler tubes, shells, refrigerant/water tubes, non-manufactured or produced products,

environmentally hazardous materials and/or refractory replacement are not included. This

service will be applied from the CLIENT Flextime Support Allotment. After Hours

labor will be used at 1-1/2 or 2 times standard rate depending when the service is

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provided. If the work required exceeds the annual allotment it will be billed or

provided by the CLIENT.

Electrical Maintenance and Services

(The Electrical Maintenance service will be applied from the CLIENT Flextime

Support Allotment. After hours labor will be used at 1-1/2 or 2 times standard rate

depending when the service is provided.)

ELECTRICAL SERVICE GENERAL REQUIREMENTS AND RESPONSIBILITIES

A.) Tests will be performed during and after working hours or on weekends if needed.

B.) The CLIENT will coordinate the schedule for power shutdown and notify the

occupants at least 72 hours in advance of a planned shutdown.

C.) SIEMENS shall implement all final settings and adjustments in accordance with

the manufacturer's specified values.

D.) SIEMENS can provide a calibration report which it maintains on all applicable test

instruments with rated accuracy when services are provided. The accuracy shall

be directly traceable to the National Institute of Standards and Technology.

E.) Dated testing labels will be provided on all tested equipment.

F.) SIEMENS will provide an up-to-date instrument calibration and procedure for each

piece of equipment tested.

G.) Any electrical system components found defective shall be reported immediately

to the CLIENT.

INSPECTION AND TESTING PROCEDURES

SIEMENS will perform visual and mechanical inspections, testing, calibration and

adjustment of the electrical equipment in accordance with but not limited to all applicable

codes, standards, and manufacturers’ instructions.

TRANSFORMERS:

A.) Visual and Mechanical Inspections

1. Inspect for physical damage, cracked insulators, proper tightness of

connections, defective wiring, leaks, and general mechanical and electrical

conditions.

2. Compare equipment nameplate information with the latest single line diagram

and report discrepancies.

3. Verify proper auxiliary device operation such as fans and indicators in

accordance with manufacturer's recommendations.

4. Verify proper liquid level in all tanks and bushings.

5. Perform power factor test

6. Test protective devices such as temperature switch and/or sudden pressure

device if present

7. Perform turns ratio test

8. Perform insulation resistance test phase-to-phase and phase-to-ground.

Exhibit A - Scope of Work and Services

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SWITCHBOARDS:

A.) Visual and Mechanical Inspections

1. Inspect for physical, electrical and mechanical deficiencies.

2. Compare equipment nameplate information with the latest single line diagram

and report discrepancies.

3. Inspect for proper alignment, anchorage, grounding, and required area

clearances.

4. Infrared scan all bus connections for "hot spots", infrared survey should be made

with the system in operation and under normal load conditions to identify high

resistance connections.

5. Remove all foreign matter using a vacuum cleaner.

6. All active components shall be exercised. All indicating devices shall be

inspected for proper operation.

7. Breaker racking mechanisms shall be cleaned, lubricated and checked for

proper alignment.

8. Verify bolt torque levels are in compliance with manufacturer’s requirements.

Main Switch Gear:

1. Operate every circuit breaker manually

2. Visually check bus bars, bracing, and feeder connections for cleanliness and

over-heating.

3. Test protective relay devices in accordance with applicable sections of this

specification.

CIRCUIT BREAKERS - LOW VOLTAGE (AIR):

Note: Draw out air circuit breakers shall be tripped open and withdrawn from the cell. Verify

the breaker trips when withdrawn from the cell. Fixed mounted (bolted, etc.) circuit

breakers shall be inspected and tested in place unless they warrant removal.

A.) Visual and Mechanical Inspection

1. Inspect ARC chutes and inter-phase barriers for cracking, burning, chipping and

misalignment. A detailed listing shall be compiled of any interrupting

components which have sustained damage or wear.

2. All contacts (main, arcing, auxiliary, etc.) shall be inspected for burning and

pitting and will be cleaned, dressed, adjusted for wipe, travel and pressure as

required.

3. Operating mechanism and linkages shall be vacuum cleaned, lubricated and

adjusted for proper operation, clearance, pressure and wait. A check shall be

made to ensure that all retaining rings, pins, springs, screws and bolts are in

place, tightened properly and in good working order.

4. Control and closing coils, shunt trip coils, charging motors, integral control relays

and auxiliary switches and relays shall be cleaned, lubricated, adjusted and

inspected to ensure that they are in proper working order.

5. Primary disconnect stabs on drawout circuit breakers shall be inspected for

wear, pitting or burning, cleaned and adjusted as required.

6. Circuit breaker frame, insulators and main copper details shall be vacuum

cleaned of all extraneous foreign material (dust, dirt, carbon, moisture, etc.).

7. Ensure that all maintenance devices are available for servicing and operating

the breaker. Any test station problems shall be brought to the COTR's attention

at least 72 hours prior to scheduled shutdowns and testing.

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B.) Electrical Tests

1. Auxiliary protective devices, such as ground fault or under-voltage relays will be

operated to insure proper operation of shunt trip devices.

INFRARED SCANNING OF ELECTRICAL EQUIPMENT

A.) Visual and Mechanical Inspection

1. Remove all covers prior to inspection and scanning.

2. Inspect for physical, electrical and mechanical condition.

3. Inspect bus alignment

B.) Equipment to be scanned:

1. Switches

2. Bus duct

3. Switchgear

4. Cables

5. Cable connections

6. Circuit breakers

7. Terminations.

C.) Report shall indicate the following:

1. Problem area (Location of "hot spot")

2. Indicate temperature rise between "hot spot" and reference area.

3. Indicate the cause of the heat rise.

4. Indicate phase imbalance, if present.

5. Provide an index of the areas scanned.

D.) Test Parameters

1. Scanning distribution system with the ability to detect 1-degree Celsius rise

between the subject area and reference at 30 degrees Celsius.

2. Equipment shall detect emitted radiation and convert the detected radiator to a

visual signal.

3. Provide photographs (thermo grams) of the deficient area as seen on the

imaging system.

4. The infrared surveys shall be performed during periods of maximum possible

loading (period between July 15 through August 15, 9: OOAM to 3:00pm) but

not less than 10 percent (10%) of the rated load of the electrical equipment

being inspected

FUSED VACUUM BREAKERS – 15KV

A.) Visual and Mechanical Inspection

1. Inspect for physical and mechanical condition.

2. All insulation should be wiped free of dust.

3. Verify that fuse sizes and types correspond to drawings.

4. Perform mechanical operator tests in accordance with the manufacturer's

instructions

5. Check blade alignment and arc interrupter operation.

6. Verify that expulsion-limiting devices are in place on all holders having expulsion

type elements.

7. Check each fuse holder for adequate mechanical support for each fuse.

8. Test all electrical and mechanical interlock systems for proper operation.

9. Clean the entire switch using approved methods and materials.

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10. Inspect arc chute for chipped parts and misalignment.

11. Lubricate as required.

12. Check switchblade clearances with the manufacturers published data (1/32").

13. Perform insulation resistance tests on each pole, phase-to-phase and phase-

to-ground for one (1) minute. Test voltage and minimum resistances should be

in accordance with manufactures recommendations.

14. Perform contact resistance test across each blade and fuse holder

B.) Test Values

1. Bolt torque levels shall be in accordance with Table 10.1 unless otherwise

specified by the manufacturer.

2. Perform insulation resistance test in accordance with Table manufactures

recommendations.

3. Investigate values of insulation less than this table or manufacturer's minimum.

4. Determine the contact resistance in microohms. Investigate any value exceeding

100 micro ohms or any values that deviate from adjacent poles or similar

switches by more than fifty percent (50%).

SWITCHGEAR BATTERY SYSTEM:

A.) Visual and Mechanical Inspection

1. Inspect for physical damage.

2. Check intercell bus link integrity.

3. Clean battery terminals and tighten

4. Add distilled water (if required) to maintain the proper level of electrolyte.

B.) Electrical Tests

1. Measure system charging voltage and each individual cell voltage.

2. Measure electrolyte specific gravity and level.

C.) Test Values

1. Compare measured values with manufacturer’s specifications.

EMERGENCY POWER PICK-UP:

1. Simulate normal power failure at the incoming feed

2. Observe the transfer to the standby feeder.

3. Observe emergency generators activation at the loss of both incoming

feeders.

4. Time the response of the emergency generators and ensure full load

emergency service is provided within 10 seconds of the loss of normal power.

5. Operation has to be coordinated with the utility company and the CLIENT.

Upon completion of testing, SIEMENS shall submit two (2) copies of final test reports

within fifteen (15) business days for each Annual Period. Test reports must include

documentation of any deficiencies and their recommended corrective actions, or

documentation that the corrective action was completed, as well as the items listed

below:

1. Summary of the project

2. Description of the equipment tested

3. Description of the test

4. Test results

5. Updated single line diagrams

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6. Conclusions and recommendations

7. An Appendix with the appropriate test forms for each piece of equipment

8. The signature of the responsible test authority

CODE REQUIREMENTS:

All inspections and tests shall be in accordance with the following codes and standards:

A.) The National Electric Manufacturer's Association – NEMA

B.) The institute of Electrical and Electronics Engineers – IEEE

C.) American Society for Testing and Materials – ASTM

D.) International Electrical Testing Association - NETA Maintenance Testing

Specifications -MTS-1989

E.) American National Standards Institute - ANSI C2: National Electrical Safety

Code

F.) Insulated Cable Engineers Association – ICEA

G.) Association on Edison Illuminating Companies - AEIC

H.) Occupational Safety and Health Administration - OSHA

I.) National Fire Protection Association – NFPA

1. ANSI/NFPA 70: National Electric Code

2. ANSI/NFPA 70B: Electrical Equipment Maintenance

3. NFPA 70E: Electrical Safety Requirements for Employee Workplaces

4. ANSI/NFPA 78: Lightning Protection Code

5. ANSI/NFPA 101: Life Safety Code

Electrical Service Emergency Onsite Response: Monday through Sunday, 24 Hours

per Day: Emergency Onsite Response will be provided to reduce the costs and

disruptions of downtime when an unexpected problem does occur. SIEMENS will provide

this service between scheduled service calls and respond within 4 hours for critical

emergencies, or within 24 hours for non-emergency conditions, Monday through Sunday,

24 hours per day, including Holidays, upon receiving notification of an emergency. Critical

emergencies, as determined by CLIENT staff and SIEMENS, are failures at a system or

panel level that would result in the loss of the operation of an entire section of a building

or place the facility at high risk. Non-emergency conditions, as determined by CLIENT

staff and SIEMENS, are failures at an individual component level resulting in minimal

impact to the overall operation of the facility. Non-emergency conditions, as determined

by CLIENT staff and SIEMENS, may be incorporated into the next scheduled service call.

Electrical Service Repair & Replacement: To reduce the effects of unbudgeted repairs,

SIEMENS will provide labor and / or materials to repair or replace failed or worn

components to maintain the system in peak operating condition. Components that are

suspected of being faulty may be repaired or replaced in advance to minimize the

occurrence of system interruptions. Material will be applied from the CLIENT Flextime

Support Allotment, billed or provided by the CLIENT.

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Generator Maintenance and Services

(The Generator service will be applied from the CLIENT Flextime Support Allotment.

After hours labor will be used at 1-1/2 or 2 times standard rate depending when the service

is provided.)

Operating Inspection: Provide routine operating inspection(s) to check system

performance in accordance with a program of standard routines as determined by the

equipment manufacturer’s published recommendations, equipment application, and

location. This service will focus on equipment operation, fluid levels, operating and safety

controls, and safe equipment operation. This service will be applied from the CLIENT

Flextime Support Allotment.

By signing below, this Exhibit is attached to and made a part of the Agreement between

SIEMENS and the CLIENT.

CLIENT:

City of Troy SIEMENS Industry, Inc.

Signature: Signature:

Printed Name:

Title: Title:

Date:

Signature:

Printed Name:

Title:

Date:

Exhibit B – Payment Schedules

City of Troy

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Exhibit B - Payment Schedules v. 2019

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 $9,785,007.00 (plus taxes, if applicable).

1.2 Escrow: The CLIENT has agreed to deposit the Price into an Escrow Account at a

financial institution satisfactory to both the CLIENT and SIEMENS. All expenses to

establish the Escrow Account shall be the complete responsibility of the CLIENT and the

CLIENT will receive all interest earnings from the Escrow Account. SIEMENS will submit

periodic invoices to the CLIENT based on the Payment Schedule in Table B.1 below.

The CLIENT shall be responsible for submitting the necessary documents to the Escrow

Agent to allow for timely disbursements from the Escrow Account. The funding of the

Escrow Account in an amount equal to or greater than the Price stated in Article 1.1

above shall be a condition precedent to SIEMENS obligation to perform or to continue the

performance of the Work. If the Escrow Account is not funded within thirty (30) days of

the execution of this Agreement, this Agreement shall be null and void. This thirty (30)

day funding period may be extended as mutually agreed in writing by the Parties. In the

event that the Agreement becomes null and void as described in this paragraph and

CLIENT has previously authorized SIEMENS to proceed with the Work, the CLIENT shall

be obligated to reimburse SIEMENS either: (i) for the Work performed to date; or (ii) for

the Work specifically authorized by the CLIENT.

1.3 Timely Payments: The CLIENT agrees to pay SIEMENS per Table B.1 below. CLIENT

agrees to pay all invoices submitted by SIEMENS per Article 8 of the Agreement.

Table B.1

–

FIM Work Payment Schedule

Project Phase Payments ($) Payments (%) Schedule

Engineering / Audit / Mobilization $684,950 7% Upon close of financing

Month #1 AIA Billing AIA Billing Net 30 Days from invoice

Month #2

AIA Billing

Net 30 Days from

invoice

Month #3 AIA Billing AIA Billing Net 30 Days from invoice

Month #4 AIA Billing AIA Billing Net 30 Days from invoice

Month #5 AIA Billing AIA Billing Net 30 Days from invoice

Month #6 AIA Billing AIA Billing Net 30 Days from invoice

Month #7

AIA Billing

Net 30 Days from invoice

Month #8 AIA Billing AIA Billing Net 30 Days from invoice

Month #9 AIA Billing AIA Billing Net 30 Days from invoice

Month #10 AIA Billing AIA Billing Net 30 Days from invoice

Month #11 AIA Billing AIA Billing Net 30 Days from invoice

Month #

AIA Billing

AIA

Billing

Net 30

ys from invoice

Month #23 AIA Billing AIA Billing Net 30 Days from invoice

Month #14 AIA Billing AIA Billing Net 30 Days from invoice

Month #15 AIA Billing AIA Billing Net 30 Days from invoice

Month #16 AIA Billing AIA Billing Net 30 Days from invoice

Month #

AIA Billing

Net 30 Days from invoice

Month #18 AIA Billing AIA Billing Net 30 Days from invoice

PROJECT TOTAL: $9,785,007 100%

Article 1 of Exhibit B is attached to and made a part of the Agreement between SIEMENS and the

CLIENT.

CLIENT:

City of Troy

SIEMENS:

Siemens

Industry

, I

nc.

Signature: Signature:

Printed Name: Printed Name:

Title:

Date: Date:

Exhibit B – Payment Schedules

City of Troy

Page 2 of 7

Siemens Industry, Inc., Smart Infrastructure

Exhibit B - Payment Schedules v. 2019

Signature:

Printed Name:

Title:

Date:

Exhibit B – Payment Schedules

City of Troy

Page 3 of 7

Siemens Industry, Inc., Smart Infrastructure

Exhibit B - Payment Schedules v. 2019

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 B.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.

2.4 Termination: See Section 4.7 of the Agreement.

Table B.2 – Performance Assurance Program Payment Schedule

Date Annual Payments ($) Notes

Annual Period 1

$22,000

Annual Period 2 $22,660

Annual Period 3 $23,340

Annual Period

$24,040

Annual Period 5 $24,761

Annual Period 6 $25,504

Annual Period

$26,269

Annual Period 8 $27,057

Annual Period 9 $27,869

Annual Period 1

$28,705

Annual Period 11 $29,566

Annual Period 12 $30,453

Annual Period 1

$31,367

Annual Period 14 $32,308

Annual Period 15 $33,277

Annual Period 1

$34,275

Annual Period 17 $35,304

Annual Period 18 $36,363

Annual Period 1

$37,454

Annual Period 20 $38,577

Exhibit B – Payment Schedules

City of Troy

Page 4 of 7

Siemens Industry, Inc., Smart Infrastructure

Exhibit B - Payment Schedules v. 2019

Article 2 of Exhibit B is attached to and made a part of the Agreement between SIEMENS and the

CLIENT.

CLIENT: City of Troy SIEMENS: Siemens Industry, Inc.

Signature: Signature:

Printed Name:

Printed Na

me:

Title: Title:

Date: Date:

Signature:

Printed Name:

tle:

Date:

Exhibit B – Payment Schedules

City of Troy

Page 5 of 7

Siemens Industry, Inc., Smart Infrastructure

Exhibit B - Payment Schedules v. 2019

Article 3: Payment for Maintenance Services Program (MSP)

3.1 Price: As full consideration of the Services as described in Exhibit A, Article 4, the

CLIENT shall pay to SIEMENS the amounts identified in Table B.3 plus taxes, if

applicable, on the dates identified therein.

3.2 Maintenance Services Program Term: The initial or first term of the MSP shall

commence on the Guarantee Date and shall have duration of 12 months and shall extend

thereafter for the term as identified in Table B.3 and in accordance with Section 3.3

below.

3.3 Automatic Renewal: Where multi-year obligations are disallowed, the Maintenance

Services Program shall automatically renew for successive twelve (12) month periods

beginning on the ending anniversary date of the initial or first term as set forth in Article 3.2

above, and each twelve (12) month period thereafter as identified in Table B.3. Either party

may request not to renew or to amend the Maintenance Services Program at the end of

the initial term or at the end of a renewal term by giving the other party at least sixty (60)

days prior written notice of such amendments or intent not to renew. Each renewal shall be

and remain subject to the terms and conditions of this Agreement.

Table B.3

–

Maintenance Servi

ces Program

Payment

Schedule

Date Annual Payments ($) Notes

Annual Period 1 $124,000 Includes CLIENT Flextime Support Services

Annual Period

$127,720

Includes CLIENT Flextime Support Services

Annual Period 3 $131,552 Includes CLIENT Flextime Support Services

Annual Period 4 $135,498 Includes CLIENT Flextime Support Services

Annual Period

$139,563

Includes CLIENT Flextime Support Services

Annual Period 6 $33,039

Annual Period 7 $34,030

Annual Period

$35,051

Annual Period 9 $36,103

Annual Period 10 $37,186

Annual Period

$38,301

Annual Period 12 $39,450

Annual Period 13 $40,634

Annual Period 1

$41,853

Annual Period 15 $43,108

Annual Period 16 $44,402

Annual Period 1

$45,734

Annual Period 18 $47,106

Annual Period 19 $48,519

Annual Period

$49,974

Exhibit B – Payment Schedules

City of Troy

Page 6 of 7

Siemens Industry, Inc., Smart Infrastructure

Exhibit B - Payment Schedules v. 2019

Article 3 of Exhibit B is attached to and made a part of the Agreement between SIEMENS and the

CLIENT.

CLIENT: City of Troy SIEMENS: Siemens Industry, Inc.

Signature: Signature:

Printed Name:

Printed Na

me:

Title: Title:

Date: Date:

Signature:

Printed Name:

Title:

Date:

Exhibit B – Payment Schedules

City of Troy

Page 7 of 7

Siemens Industry, Inc., Smart Infrastructure

Exhibit B - Payment Schedules v. 2019

Article 4: Guarantee Term Responsibilities of SIEMENS and CLIENT

4.1 SIEMENS will apply for rebate and incentive funds that may be available through

programs such as the programs that are managed by NYSERDA and National Grid which

will require SIEMENS having to submit all required documentation and measurement and

verification. These funds, however, are not guaranteed to be available and are based on

project performance. SIEMENS will retain all funds obtained through such programs

associated with interior lighting installation. To the extent that the applicable program

requires that the funds be disbursed to the CLIENT, the CLIENT hereby assigns to

SIEMENS, without recourse, any and all rights that CLIENT may have to such funds.

Any and all other incentives, not associated with interior lighting, shall be credited to the

CLIENT.

By signing below, this Article 4 of Exhibit B is attached to and made a part of the Agreement

between the SIEMENS and the CLIENT.

CLIENT: City of Troy SIEMENS: Siemens Industry, Inc.

Sig

nature:

Signature:

Printed Name: Printed Name:

Title: Title:

te:

Date:

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 1 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

The following Articles and Tables are hereby included and made part of this Exhibit C:

Article 1 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

This Exhibit C provides the methodology to be used to determine the Annual Realized

Savings and the reconciliation of these calculated Savings with the Guaranteed Annual

Savings for each Annual Period of the Performance Guarantee Period. The Scope of

Services for the Performance Assurance Service Program is provided in Article 3 of Exhibit

Article 1: Total Guaranteed Savings

Table 1.1 – Total Guaranteed Savings (Units)

Performance Period

Electric Energy Saved

(kWh)

Natural Gas Saved

(ccf)

Annual Period 1 2,943,351 18,451

1.1 Only Annual Period 1 is shown as the energy/utility unit Savings will remain

constant for each Annual Period of the Performance Guarantee Period as the

CLIENT will operate the Facility in accordance with the Contracted Baseline

identified in Article 7.

Table 1.2 – Total Guaranteed Savings (Cost)

Performance

Period

Energy/Utility

Savings

Operational

Savings

Total Savings

Annual Period 1

$430,682

$938,951

$1,369,633

Annual Period 2

$443,603

$938,951

$1,382,554

Annual Period 3

$456,911

$938,951

$1,395,862

Annual Period 4

$470,618

$938,951

$1,409,569

Annual Period 5

$484,737

$938,951

$1,423,688

Annual Period 6

$499,279

$1,088,502

$1,587,781

Annual Period 7

$514,257

$1,088,502

$1,602,759

Annual Period 8

$529,685

$1,088,502

$1,618,187

Annual Period 9

$545,576

$1,088,502

$1,634,078

Annual Period 10

$561,943

$1,088,502

$1,650,445

Annual Period 11

$578,801

$1,261,872

$1,840,673

Annual Period 12

$596,165

$1,261,872

$1,858,037

Annual Period 13

$614,050

$1,261,872

$1,875,922

Annual Period 14

$632,472

$1,261,872

$1,894,344

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 2 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Performance

Period

Energy/Utility

Savings

Operational

Savings

Total Savings

Annual Period 15

$651,446

$1,261,872

$1,913,318

Annual Period 16

$670,989

$1,462,855

$2,133,845

Annual Period 17

$691,119

$1,462,855

$2,153,974

Annual Period 18

$711,852

$1,462,855

$2,174,707

Annual Period 19

$733,208

$1,462,855

$2,196,063

Annual Period 20

$755,204

$1,462,855

$2,218,059

TOTAL

$11,572,598

$23,760,900

$35,333,498

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 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.

1.5 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 31 pages, is attached to and made a part of the Agreement

between SIEMENS and the CLIENT.

CLIENT:

City of Troy

SIEMENS:

Siemens Industry, Inc.

Signature: Signature:

Printed Name:

Title: Title:

Date:

Signature:

Printed Name:

Title:

Date:

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 3 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Article 2: Measurement and Verification Options

2.1 Measurement and Verification Options: There are five measurement and

verification options to measure and verify energy/utility Savings: Option A - Retrofit

Isolation: Key Parameter Measurement; Option B - Retrofit Isolation: All Parameter

Measurement; Option C - Whole Facility; and, Option D – Calibrated Simulation.

Options A through and including D are part of the IPMVP. 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 B – Retrofit Isolation: All Parameter Measurement. Savings are

determined by field measurement of the energy use of the FIM-affected system.

Measurement frequency ranges from short-term to continuous, depending on the

expected variations in the savings and the length of the reporting period. If

applicable, the predetermined schedule for data collection, evaluation, and

reporting is defined in Exhibit A, Article 3-Performance Assurance Services

Program.

Option C - Whole Facility: Savings are determined by measuring energy use at

the whole Facility or sub-Facility level. Continuous measurements of the entire

Facility’s energy use are taken throughout the reporting period. If applicable, the

predetermined schedule for data collection, evaluation, and reporting is defined in

Exhibit A, Article 3-Performance Assurance Services Program.

Option D - Calibrated Simulation: Savings are determined through simulation of

the energy use of the whole Facility, or of a sub-Facility. Simulation routines are

demonstrated to adequately model actual energy performance measured in the

Facility. This Option usually requires considerable skill in calibrated simulation. 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

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 4 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

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 Option

Facility Improvement Measure

Retrofit Isolation:

Key Parameter

Measurement

Total

Energy/Utility

Savings

Street Lighting Conversion to LED Lamps $378,215 $378,215

Boiler Efficiency Upgrade

$1,504

HVAC Replacements $3,211 $3,211

Lighting & Controls $38,573 $38,573

Window Replacement $3,087 $3,087

Building Envelope (Roofing) $4,885 $4,885

Energy Recovery Unit $1,207 $1.207

Total $430,682 $430,682

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.

Table 2.2

Source of Operational Savings

Account/Vendor Description Annual Savings $

# of Annual

Periods

Savings Are

Applied

Annual

Period

Savings

Begin

National Grid

Facility Charge for Street

Lighting

$938,951 20 1

2.4 SIEMENS has explained to the CLIENT and the CLIENT has satisfied itself as to

how Operational Savings are incorporated into the Annual Realized Savings.

2.5 The Escalation Factor applicable to the Operational Savings is 3%.

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 5 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

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:

City of Troy

SIEMENS:

Siemens Industry, Inc.

Signature: Signature:

Printed Name: Printed Name:

Title: Title:

Date: Date:

Signature:

Printed Name:

Title:

Date:

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 6 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

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 required data described below.

3.2 The CLIENT will provide SIEMENS with accurate Facility operating information as

defined below and in the Contracted Baseline article of this Exhibit C during each

Annual Period, within thirty (30) days of any Material Change that may increase or

decrease energy usage.

3.3 The CLIENT will provide SIEMENS with copies of utility bills within thirty (30) days

of receipt by the CLIENT or provide access to utility vendor information to allow

SIEMENS to confirm the appropriate streetlighting tariff has been applied, and 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.

3.4 If required for the Work, CLIENT will provide telephone/data remote access,

through SIEMENS Insight® software package or otherwise, as SIEMENS

reasonably requests. All charges related to telephone/data line installation,

activation and communication services are the responsibility of the CLIENT.

3.5 If required for the Work, CLIENT will provide and coordinate utility meter upgrade

for interface with SIEMENS metering and data collection. All charges related for

these upgrades are the responsibility of the CLIENT

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 7 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Article 4: Measurement and Verification 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 4.3 Option B - Retrofit Isolation: All Parameter Measurement

Article 4.4 Option C - Whole Facility

Article 4.5 Option D - Calibrated Simulation

Article 4.6 Option E – Stipulated-Energy/Utility Savings

4.1 General Overview

The purpose of the Measurement and Verification (M&V) Plan is to identify the

methods, measurements, procedures and tools that will be used to verify the

Savings for each FIM which has energy/utility Savings. Savings are

determined by comparing prior usage, consumption or efficiencies (defined as

the “Baseline”) against the post-FIM implementation usage, consumption or

efficiencies. The Baseline usage, consumption or efficiencies are described in

this Exhibit C, Article 5. The post-FIM implementation usage, consumption or

efficiencies is defined as the Contracted Baseline and are described in this

Exhibit C, Article 7.

4.2 Option A - Retrofit Isolation: Key Parameter Measurement

4.2.1 Street Lighting Conversion to LED Lamps

Location(s): City Wide (City of Troy, NY)

Overview:

SIEMENS will retrofit the existing street lighting fixtures with more energy-efficient street

lighting fixtures. Verification of electric energy Savings (kWh) will be achieved by a one-

time confirmation of manufacturer’s specification of electric demand (kW) of each installed

post-retrofit fixture type and a one-time confirmation that the correct utility bill tariffs have

been applied. The applicable National Grid tariff is Service Class-3 (SC-3). These tariffs

are to be applied by National Grid to the retrofitted street lights upon receipt of the bills

from the CLIENT.

Pre-Retrofit Measurement\Calculations:

Pre-Retrofit Billed kWh = annual utility billed kWh of the existing street lighting

determined during the IGA Phase per Table 4.2.1.1.

Table 4.2.1.1 – Pre-Retrofit Street Lighting Annual Billed kWh

Lighting District

Pre-Retrofit

Billed kWh

ational Grid

4,013,216

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 8 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Post-Retrofit Measurement\Calculations:

Post-Retrofit Billed kWh = Σ(W

Post,n

* Qty

Post,n

* AOH / 1,000

)

fixture type ”n”

Where:

Post-Retrofit Billed kWh = annual utility billed kWh of the LED street lighting after

LED retrofit

Post

= the billable wattage of the installed/retrofitted lighting-fixture types per

Table 4.2.1.2. Billable wattage will be determined using the nominal wattage to

billable wattage conversion Table, Table 4.2.1.3. for National Grid Accounts based

on nominal wattages from manufacturer’s specifications.

Qty

Post

= Quantity of post-retrofit fixtures by type, See Table 4.2.1.2

AOH = Annual Operating Hours = 4,170 Hours per year

Table 4.2.1.2 – Post-Retrofit Operating Parameters

Fixture Type

Nominal

Wattage

nom

)

Billable

Wattage

Post

)

Quantity

(Qty

Post

)

CH-24 24 20 1,304

CH-190 190 190 531

CH-94 94 90 395

CH-95 94 90 234

CH-96 94 90 274

CH-97 94 90 95

CH-76 76 80 322

CH-47 47 50 56

CH-279 279 280 49

WP-TBD TBD TBD 52

FL-199 199 200 9

OT-30 30 30 27

PT-WI-60 60 60 2

545

PT-TR-46 46 50 6

PT-TR-73 73 70 9

PT-ED-70 70 70 11

PT-CP-30 30 30 16

COT

PT-COT-73 73 70 12

PT-COT-26 26 30 60

CLT

PT-AG-55 55 60 34

PT-AG-76 76 80 65

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 9 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Fixture Type

Nominal

Wattage

nom

)

Billable

Wattage

Post

)

Quantity

(Qty

Post

)

TD-DP-77 77 80 32

Total 4,216

Table 4.2.1.3 –LED Nominal Wattage to Billable Wattage Conversion Table

Starting

Nominal

Wattage

Ending

Nominal

Wattage

Billable

Wattage

5.0 14.9 10

15.0 24.9 20

25.0 34.9 30

35.0 44.9 40

45.0

54.9

55.0 64.9 60

65.0

74.9

75.0 84.9 80

85.0

94.9

95.0 104.9 100

105.0

114.9

110

115.0 124.9 120

125.0 134.9 130

135.0 144.9 140

145.0 154.9 150

155.0 164.9 160

165.0 174.9 170

175.0 184.9 180

185.0 194.9 190

195.0 204.9 200

205.0 214.9 210

215.0

224.9

220

225.0 234.9 230

235.0

244.9

240

245.0 254.9 250

255.0

264.9

260

265.0 274.9 270

275.0

284.9

280

285.0 294.9 290

295.0

304.9

300

Savings Calculations:

Energy Savings (kWh/yr):

kWh

= Pre-Retrofit Billed kWh – Post-Retrofit Billed kWh

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 10 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Where:

kWh

= annual post-retrofit utility billed kWh savings

Cost Savings ($/yr):

= (Pre-Retrofit Billed kWh * $/kWh

pre

) - (Post-Retrofit Billed kWh * $/kWh

post

)

Where:

= Total annual cost savings

$/kWh

pre

= unit price for electricity for pre-retrofit streetlighting per Article 6 of this

Exhibit C

$/kWh

post

= unit price for electricity for post-retrofit streetlighting per Article 6 of this

Exhibit C

4.2.2 Boiler Efficiency Upgrade

Location(s): Police Station

Overview:

Energy savings expected from an efficiency increase by upgrading existing boilers to

condensing hot water boilers. These savings will be verified by a post-retrofit combustion

efficiency test taken one-time of the boiler at low, medium, and high firing rates during the

heating season.

Pre-retrofit measurements\Calculations:

Fuel

pre

= Pre-retrofit fuel usage = 21,092 therms

Boiler Load = (Fuel

pre

* η

pre

* HHV) = 1,560,808 MBtu/yr

Where:

pre

= Pre-retrofit boiler efficiency = 74 %

HHV = High heating value of Natural Gas = 100 MBtu/therm

Post-retrofit measurements\Calculations:

Fuel

post

= Boiler Load / η

post

/ HHV

Where :

post

= average combustion efficiency, measured one-time post-retrofit

Savings Calculations:

Natural Gas Savings (therms/yr):

Fuel

= Fuel

pre

- Fuel

post

Where:

Fuel

= annual natural gas (therms/yr) savings

Cost Savings ($/yr):

= Fuel

* $/therm

Where:

= Total annual cost ($/yr) savings

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 11 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

$/therm = unit price for natural gas at the Police Station per Article 6 of this

Exhibit C

4.2.3 Lighting & Controls

Location(s):

Police Station

Lansingburgh Fire Station (FD #1)

Bouton Fire Station (FD #2)

Campbell Fire Station (FD #3)

North Street Fire Station (FD #4)

Central Fire Station (FD #5)

Canal Street Fire Station (FD #6)

Avenue Parking Garage

River Road Parking Garage

Overview:

SIEMENS will retrofit the existing fixtures and/or lamps, with more energy-efficient fixtures

and/or lamps. Verification of electric energy Savings (kWh) achieved by the lighting retrofit

shall be based upon a one-time measurement of the lighting power capacity under existing

conditions, a one-time measurement of the lighting power capacity upon completion of the

lighting retrofit project and agreed-upon annual operating hours. Spot wattage

measurements of a random sample of baseline and post-installation fixture types or fixture

circuits will be used to establish demand. Sample size for wattage measurements will be

determined based on FEMP guidelines for sample size determination. Manufacturer’s

specified wattage will be used for all other fixture types.

Pre-Retrofit Measurement\Calculations:

kWh

pre

= Σ(kW

pre

* Quantity

pre

* AOHrs

pre)fixture type ”n”

Where:

kWh

pre

= pre-retrofit annual electric consumption (kWh/yr)

pre

= instantaneous kW based on random sample of existing lighting-fixture

types

Quantity

pre

= Count of each fixture-type based on as-built survey

AOHrs

pre

= Annual Pre-retrofit Operating Hours, stipulated per Appendix 1 –

Lighting Retrofit Schedule

Post-Retrofit Measurement\Calculations:

kWh

post

= Σ(kW

post

* Quantity

post

* AOHrs

post

)

fixture type ”n”

Where:

kWh

post

= post-retrofit annual electric consumption (kWh/yr)

post

= Instantaneous kW based on random sample of the installed/retrofitted

lighting-fixture types

Quantity

post

= Count of each fixture-type based on as-built survey

AOHrs

post

= Annual Post-retrofit Operating Hours, stipulated per Appendix 1 –

Lighting Retrofit Schedule

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 12 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Savings Calculations:

Electricity Savings (kWh/yr):

kWh

= kWh

pre

- kWh

post

Where:

kWh

= annual post-retrofit electricity (kWh/yr) savings from lighting retrofit

Cost Savings ($/yr):

= kWh

* $/kWh

, x

Where:

= Total annual cost ($/yr) savings

kWh

= annual post-retrofit kilowatt-hour savings from lighting retrofit

$/kWh

, x

= blended unit cost of electricity per kWh at each location as defined in

Article 6 of this Schedule C

4.2.4 Window Replacement

Location(s):

Lansingburgh Fire Station (FD #1)

Bouton Fire Station (FD #2)

Campbell Fire Station (FD #3)

North Street Fire Station (FD #4)

Central Fire Station (FD #5)

Overview:

Energy savings are based on reducing the loss of heat through the building envelope by

replacing the existing windows with new windows. Savings will be verified by visual

inspection and verification of manufacturer’s specifications of the thermal value (U-value)

of new windows.

Pre-Retrofit Measurements\Calculations:

Area = Total window area (ft

) = 3,561 ft

, as per Table 4.2.4.1

Perm = Total window perimeter (ft) = 3,214 ft, as per Table 4.2.4.1

CLCool

Pre

= (U

pre

* Area * (HTSP - OAT

) x AOH

) = 6,504,451 BTU/yr, as per Table

4.2.4.2

CLHeat

Pre

= (U

pre

* Area * (OAT

- CTSP) x AOH

)= 470,846,345 BTU/yr, as per Table

4.2.4.2

ILCool

Pre

= (4.5 * IR * Perm * (H - OAH

) x AOH

) = 4,189,954 BTU/yr, as per Table

4.2.4.2

ILHeat

Pre

= (1.08 * IR * Perm * (OAH

- H) x AOH

) = 229,479,607 BTU/yr, as per Table

4.2.4.2

kWh

pre,cooling

= (CLCool

Pre

+ ILCool

Pre

) *

Ton

/ 12,000

BTU

Ton∙hr

= 718 kWh/yr

Fuel

pre,heating

= (CLHeat

Pre

+ ILHeat

Pre

) * h / 100,000

BTU

therm

= 8,050 therms/yr

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 13 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Where:

CLCool

Pre

= pre-retrofit conductive loss in cooling mode at each OAT

, as per

Tables 4.2.4.2a through e

CLHeat

Pre

= pre-retrofit conductive loss in heating mode at each OAT

, as per

Tables 4.2.4.2a through e

ILCool

Pre

= pre-retrofit infiltration conductive loss in cooling mode at each OAT

as per Tables 4.2.4.2a through e

ILHeat

Pre

= pre-retrofit infiltration conductive loss in heating mode at each OAT

as per Tables 4.2.4.2a through e

pre

= Existing Insulation factor = 0.060 BTU/(h⋅°F⋅ft

)

HTSP = occupied indoor heating temperature = 70.0 °F

CTSP = occupied indoor cooling temperature = 70.0 °F

OAT

= Outdoor air temperature n (°F), as per Tables 4.2.4.2a through e

OAH

= Outdoor air enthalpy (btu/lb), as per Tables 4.2.4.2a through e

AOH

= Annual Operating Hours at each OAT

, as per Tables 4.2.4.2a through e

IR = Infiltration rate = 0.30 CFM/ft

H = Average space enthalpy = 25.1 BTU/lb

Ton

= Cooling system efficiency = 0.92

Ton

h = Heating system efficiency = 87%

Table 4.2.4.1 – Window Dimensions

Location

Window Area

(ft

)

Window

Perimeter

(ft)

Lansinburg Fire Station 1,324 1,490

Bouton Fire Station 376 271

Campbell Fire Station 288 235

North Street Fire Station 460 399

Central Fire Station 1,113 819

Table 4.2.4.2a – Lansingburgh Fire Station Bin Calculation Parameters

Outdoor Air

Temperature

(°F)

Outside Air

Enthalpy

(btu/lb)

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

ILCool

Pre

(BTU/yr)

ILHeat

Pre

(BTU/yr)

92.5 39.1 5

89,359 140,822

87.5 38.2 13

180,704 342,600

82.5 34.1 61

605,655 1,104,447

77.5 26 274

1,632,289

496,096

52.5 18.9 791

10,995,117 6,683,413

47.5 16.8 723

12,921,297 7,854,247

42.5 14.9 573

12,516,204

7,608,010

37.5 13 550

14,198,137 8,630,377

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 14 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Outdoor Air

Temperature

(°F)

Outside Air

Enthalpy

(btu/lb)

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

ILCool

Pre

(BTU/yr)

ILHeat

Pre

(BTU/yr)

32.5 11.3 720

21,446,137 13,036,095

27.5 9.2 654

22,077,606 13,419,935

22.5 7.5 537

20,260,642 12,315,488

17.5 5.8 498

20,767,009 12,623,285

12.5 4.2 435

19,867,463 12,076,493

7.5 2.7 206

10,226,630 6,216,286

2.5 1.3 127

6,809,148 4,138,960

-2.5 -0.1 36

2,073,127 1,260,156

-7.5 -1.4 15

923,375 561,276

Lansingburgh Total 8,760 2,418,648 175,081,892 1,943,143 106,424,021

Table 4.2.4.2b – Bouton Fire Station Bin Calculation Parameters

Outdoor Air

Temperature

(°F)

Outside Air

Enthalpy

(btu/lb)

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

ILCool

Pre

(BTU/yr)

ILHeat

Pre

(BTU/yr)

92.5 39.1 5

25,397 25,562

87.5 38.2 13

51,358

62,189

82.5 34.1 61

172,134 200,481

77.5 26 274

463,916 90,052

52.5 18.9 791

3,124,944

1,213,184

47.5 16.8 723

3,672,388 1,425,716

42.5 14.9 573

3,557,256 1,381,019

37.5 13 550

4,035,281

1,566,601

32.5 11.3 720

6,095,250 2,366,334

27.5 9.2 654

6,274,721 2,436,009

22.5 7.5 537

5,758,318

2,235,528

17.5 5.8 498

5,902,234 2,291,400

12.5 4.2 435

5,646,572 2,192,146

7.5 2.7 206

2,906,531

1,128,391

2.5 1.3 127

1,935,242 751,311

-2.5 -0.1 36

589,208 228,746

-7.5 -1.4 15

262,434

101,884

Bouton Total 8,760 687,409 49,760,379 352,723 19,318,269

Table 4.2.4.2c – Campbell Fire Station Bin Calculation Parameters

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 15 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Outdoor Air

Temperature

(°F)

Outside Air

Enthalpy

(btu/lb)

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

ILCool

Pre

(BTU/yr)

ILHeat

Pre

(BTU/yr)

92.5 39.1 5

19,406 22,208

87.5 38.2 13

39,244 54,028

82.5 34.1 61

131,531 174,170

77.5 26 274

354,488 78,234

52.5 18.9 791

2,387,831 1,053,968

47.5 16.8 723

2,806,144 1,238,607

42.5 14.9 573

2,718,169 1,199,776

37.5 13 550

3,083,438 1,361,003

32.5 11.3 720

4,657,500 2,055,780

27.5 9.2 654

4,794,638 2,116,311

22.5 7.5 537

4,400,044 1,942,141

17.5 5.8 498

4,510,013 1,990,680

12.5 4.2 435

4,314,656

1,904,452

7.5 2.7 206

2,220,938 980,303

2.5 1.3 127

1,478,756 652,710

-2.5 -0.1 36

450,225

198,725

-7.5 -1.4 15

200,531 88,513

Campbell Total 8,760 525,263 38,022,881 306,432 16,782,969

Table 4.2.4.2d – North Street Fire Station Bin Calculation Parameters

Outdoor Air

Temperature

(°F)

Outside Air

Enthalpy

(btu/lb)

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

ILCool

Pre

(BTU/yr)

ILHeat

Pre

(BTU/yr)

92.5 39.1 5

31,050 37,706

87.5 38.2 13

62,790 91,732

82.5 34.1 61

210,450

295,719

77.5 26 274

567,180 132,831

52.5 18.9 791

3,820,530 1,789,503

47.5 16.8 723

4,489,830

2,102,997

42.5 14.9 573

4,349,070 2,037,067

37.5 13 550

4,933,500 2,310,809

32.5 11.3 720

7,452,000

3,490,452

27.5 9.2 654

7,671,420 3,593,226

22.5 7.5 537

7,040,070 3,297,508

17.5 5.8 498

7,216,020

3,379,921

12.5 4.2 435

6,903,450 3,233,516

7.5 2.7 206

3,553,500 1,664,429

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 16 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Outdoor Air

Temperature

(°F)

Outside Air

Enthalpy

(btu/lb)

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

ILCool

Pre

(BTU/yr)

ILHeat

Pre

(BTU/yr)

2.5 1.3 127

2,366,010 1,108,219

-2.5 -0.1 36

720,360 337,410

-7.5 -1.4 15

320,850 150,283

North Street Total 8,760 840,420 60,836,610 520,282 28,495,339

Table 4.2.4.2e – Central Fire Station Bin Calculation Parameters

Outdoor Air

Temperature

(°F)

Outside Air

Enthalpy

(btu/lb)

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

ILCool

Pre

(BTU/yr)

ILHeat

Pre

(BTU/yr)

92.5 39.1 5

75,100 77,354

87.5 38.2 13

151,869 188,191

82.5 34.1 61

509,012 606,676

77.5 26 274

1,371,830 272,507

52.5 18.9 791

9,240,658 3,671,217

47.5 16.8 723

10,859,483 4,314,360

42.5 14.9 573

10,519,029 4,179,101

37.5 13 550

11,932,581

4,740,690

32.5 11.3 720

18,024,039 7,160,763

27.5 9.2 654

18,554,747 7,371,608

22.5 7.5 537

17,027,710

6,764,932

17.5 5.8 498

17,453,278 6,934,005

12.5 4.2 435

16,697,269 6,633,651

7.5 2.7 206

8,594,796

3,414,623

2.5 1.3 127

5,722,632 2,273,542

-2.5 -0.1 36

1,742,324 692,207

-7.5 -1.4 15

776,035

308,311

Central Fire Station Total 8,760 2,032,711 147,144,583 1,067,374 58,459,009

Post-Retrofit Measurements\Calculations:

CLCool

Post

= (U

post

* Area * (HTSP - OAT

) x AOH

)

CLHeat

Post

= (U

post

* Area * (OAT

- CTSP) x AOH

)

ILCool

Post

= (4.5 * IR * Perm * (H - OAH

) x AOH

)

ILHeat

Post

= (1.08 * IR * Perm * (OAH

- H) x AOH

)

kWh

post,cooling

= (CLCool

Post

+ ILCool

Post

) *

Ton

/ 12,000

BTU

Ton∙hr

Fuel

post,heating

= (CLHeat

Post

+ ILHeat

Post

) * h / 100,000

BTU

therm

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 17 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Where:

CLCool

Post

= post-retrofit conductive loss in cooling mode

CLHeat

Post

= post-retrofit conductive loss in heating mode

ILCool

Post

= post-retrofit infiltration conductive loss in cooling mode

ILHeat

Post

= post-retrofit infiltration conductive loss in heating mode

post

= Post-retrofit insulation factor = 0.027 BTU/(h⋅°F⋅ft

)

Savings Calculations:

Natural Gas Savings (therms/yr):

Fuel

S,h

= Fuel

pre,heating

- Fuel

post,heating

Where:

Fuel

S,h

= annual natural gas (therm/yr) savings

Electricity Savings (kWh/yr):

kWh

S,c

= kWh

pre,cooling

- kWh

post,cooling

Where:

kWh

S,c

= annual electric (kWh/yr) savings

Cost Savings ($/yr):

= Fuel

S,h

* $/therm

, x

+ kWh

S,c

* $/kWh

, x

Where:

= Total annual cost ($/yr) savings

$/therm

, x

= unit price per therm at location ‘x’ as per Article 6 of this Schedule C

$/kWh

, x

= unit price per kWh at location ‘x’ as per Article 6 of this Schedule C

4.2.5 Building Envelope (Roofing)

Location(s):

Lansingburgh Fire Station (FD #1)

Bouton Fire Station (FD #2)

Campbell Fire Station (FD #3)

North Street Fire Station (FD #4)

Central Fire Station (FD #5)

Overview:

Energy savings are based on reducing the loss of heat through the building envelope by

increasing the thermal value of the existing roof. These savings will be verified by visual

inspection of installation of new roofing material. The methodology shown below will be

applied to each building where envelope improvements are to be implemented.

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 18 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Pre-Retrofit Measurements\Calculations:

Area = Pre-retrofit estimates of total roof area (ft

) = 36,300 ft

, as per Table 4.2.5.1

CLCool

Pre

= (U

pre

* Area * (OAT

- CTSP) x AOH

) = 5,607,977 BTU/yr, as per Table

4.2.5.2

CLHeat

Pre

= (U

pre

* Area * (HTSP - OAT

) x AOH

)= 601,362,978 BTU/yr, as per Table

4.2.5.2

kWh

pre,cooling

= CLCool

Pre

Ton

/ 12,000

BTU

Ton∙hr

= 385 kWh/yr

Fuel

pre,heating

= CLHeat

Pre

* h / 100,000

BTU

therm

= 7,495 therms/yr

Where:

CLCool

Pre

= pre-retrofit conductive loss in cooling mode at each OAT

, as per

Tables 4.2.5.2a through e

CLHeat

Pre

= pre-retrofit conductive loss in heating mode at each OAT

, as per

Tables 4.2.5.2a through e

pre

= Existing Insulation factor = 0.091 BTU/(h⋅°F⋅ft

)

HTSP = occupied indoor heating temperature = 70.0 °F

CTSP = occupied indoor cooling temperature = 75.0 °F

OAT

= Outdoor air temperature n (°F), as per Tables 4.2.5.2a through e

AOH

= Annual Operating Hours at each OAT

, as per Tables 4.2.5.2a through e

Ton

= Cooling system efficiency = 0.92

Ton

h = Heating system efficiency by location as per Table 4.2.5.1

Table 4.2.5.1 – Location Specific Building Envelope Conditions

Location

Roof Area

(ft

)

Lansingburgh Fire

Station 7,700 80%

Bouton Fire Station

2,800

80%

Campbell Fire Station 6,700 80%

North Street Fire Station 3,400 80%

Central Fire Station

15,700

87%

Table 4.2.5.2a – Lansingburgh Fire Station Bin Calculation Parameters

Outdoor Air

Temperature

(°F)

Thermostat

Mode

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

92.5 Cooling 5 61,250

87.5 Cooling 13 113,750

82.5 Cooling 61 320,250

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 19 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Outdoor Air

Temperature

(°F)

Thermostat

Mode

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

77.5 Cooling 274 479,500

52.5 Heating 791 9,689,750

47.5 Heating 723 11,387,250

42.5 Heating 573 11,030,250

37.5 Heating 550 12,512,500

32.5 Heating 720 18,900,000

27.5 Heating 654 19,456,500

22.5 Heating 537 17,855,250

17.5 Heating 498 18,301,500

12.5 Heating 435 17,508,750

7.5 Heating 206 9,012,500

2.5 Heating 127 6,000,750

-2.5 Heating 36 1,827,000

-7.5 Heating 15 813,750

Lansinburgh Total 8,760 974,750 154,295,750

Table 4.2.5.2b – Bouton Fire Station Bin Calculation Parameters

Outdoor Air

Temperature

(°F)

Thermostat

Mode

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

92.5 Cooling 5 22,273

87.5 Cooling 13 41,364

82.5 Cooling 61 116,455

77.5 Cooling 274 174,364

52.5 Heating 791

3,000,455

47.5 Heating 723

3,523,545

42.5 Heating 573

4,140,818

37.5 Heating 550

4,011,000

32.5 Heating 720

4,550,000

27.5 Heating 654

6,872,727

22.5 Heating 537

7,075,091

17.5 Heating 498

6,492,818

12.5 Heating 435

6,655,091

7.5 Heating 206

6,366,818

2.5 Heating 127

3,277,273

-2.5 Heating 36

2,182,091

-7.5 Heating 15

664,364

Bouton Total 8,760 354,455 59,108,000

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 20 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Table 4.2.5.2c – Campbell Fire Station Bin Calculation Parameters

Outdoor Air

Temperature

(°F)

Thermostat

Mode

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

92.5 Cooling 5 116,932

87.5 Cooling 13 217,159

82.5 Cooling 61 611,386

77.5 Cooling 274 915,409

52.5 Heating 791

18,498,614

47.5 Heating 723

21,739,295

42.5 Heating 573

21,057,750

37.5 Heating 550

23,887,500

32.5 Heating 720

36,081,818

27.5 Heating 654

37,144,227

22.5 Heating 537

34,087,295

17.5 Heating 498

34,939,227

12.5 Heating 435

33,425,795

7.5 Heating 206

17,205,682

2.5 Heating 127

11,455,977

-2.5 Heating 36

3,487,909

-7.5 Heating 15

1,553,523

Campbell Total 8,760 1,860,886 294,564,614

Table 4.2.5.2d – North Street Fire Station Bin Calculation Parameters

Outdoor Air

Temperature

(°F)

Thermostat

Mode

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

92.5 Cooling 5 27,045

87.5 Cooling 13 50,227

82.5 Cooling 61 141,409

77.5 Cooling 274 211,727

52.5 Heating 791

3,643,409

47.5 Heating 723

4,278,591

42.5 Heating 573

5,028,136

37.5 Heating 550

4,870,500

32.5 Heating 720

5,525,000

27.5 Heating 654

8,345,455

22.5 Heating 537

8,591,182

17.5 Heating 498

7,884,136

12.5 Heating 435

8,081,182

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 21 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Outdoor Air

Temperature

(°F)

Thermostat

Mode

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

7.5 Heating 206

7,731,136

2.5 Heating 127

3,979,545

-2.5 Heating 36

2,649,682

-7.5 Heating 15

806,727

North Street Total 8,760 430,409 71,774,000

Table 4.2.5.2e – Central Fire Station Bin Calculation Parameters

Outdoor Air

Temperature

(°F)

Thermostat

Mode

Annual

Operating

Hours

(AOH)

CLCool

Pre

(BTU/yr)

CLHeat

Pre

(BTU/yr)

92.5 Cooling 5 124,886

87.5 Cooling 13 231,932

82.5 Cooling 61 652,977

77.5 Cooling 274 977,682

52.5 Heating 791

-19,757,023

47.5 Heating 723

-12,898,977

42.5 Heating 573

6,133,705

37.5 Heating 550

-1,962,500

32.5 Heating 720

2,569,091

27.5 Heating 654

7,000,773

22.5 Heating 537

9,580,568

17.5 Heating 498

12,438,682

12.5 Heating 435

13,969,432

7.5 Heating 206

8,085,500

2.5 Heating 127

5,891,068

-2.5 Heating 36

1,926,818

-7.5 Heating 15

909,886

Central Fire Station Total 8,760 1,987,477 21,619,614

Post-Retrofit Measurements\Calculations:

Area = Total roof area (ft

), considered equal to pre-retrofit estimates based on verified

completion of work during post-retrofit commissioning.

CLCool

Post

= (U

post

* Area * (OAT

- CTSP) x AOH

)

CLHeat

Post

= (U

post

* Area * (HTSP - OAT

) x AOH

)

kWh

post,cooling

= CLCool

Post

Ton

/ 12,000

BTU

Ton∙hr

Fuel

post,heating

= CLHeat

Post

* h / 100,000

BTU

therm

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 22 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Where:

CLCool

Post

= post-retrofit conductive loss in cooling mode

CLHeat

Post

= post-retrofit conductive loss in heating mode

post

= Post-retrofit Insulation factor = 0.031 BTU/(h⋅°F⋅ft

)

Savings Calculations:

Natural Gas Savings (therms/yr):

Fuel

S,h

= Fuel

pre,heating

- Fuel

post,heating

Where:

Fuel

S,h

= annual natural gas (therm/yr) savings

Electricity Savings (kWh/yr):

kWh

S,c

= kWh

pre,cooling

- kWh

post,cooling

Where:

kWh

S,c

= annual electric (kWh/yr) savings

Cost Savings ($/yr):

= Fuel

S,h

* $/therm

, x

+ kWh

S,c

* $/kWh

, x

Where:

= Total annual cost ($/yr) savings

$/therm

, x

= unit price per therm at location ‘x’ as per Article 6 of this Schedule C

$/kWh

, x

= unit price per kWh at location ‘x’ as per Article 6 of this Schedule C

4.2.6 Energy Recovery Unit

Location(s): Central Fire Station (FD #5)

Overview:

Outside air currently infiltrates the space through air gaps in windows and doors, followed

by heating to the desired room temperature setpoint.

SIEMENS proposes to provide controlled ventilation through Energy Recovery Units,

where outside air is tempered. This air is then tempered to room temperature via hydronic

coils delivered to the space for ventilation, greatly reducing the temperature difference to

the room temperature setpoint.

Savings will be achieved through the reduction in the temperature difference between the

room temperature setpoint and the ventilation air temperature. To calculate savings, the

ERU effectiveness will be verified using the manufacturer’s specifications.

Pre-Retrofit Measurement\Calculations:

Fuel

pre

= Pre-retrofit natural gas consumption (Therms/year) = 2,409 Therms/year

= VL

Heat

/ 1,000,000

BTU

MMBtu

/ HHV / η

hyd

Heat

= Heating Ventilation Load (BTU/yr)

= Σ((T

setpoint

– T

supply,n

) * CFM * HRS

* β)

for each Outside Air Temperature bin, n < 55°F

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 23 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

kWh

pre

= Pre-retrofit electricity consumption (kWh/year) = 2,926 kWh/year

= VL

Cool

/ 12,000

BTU

Ton-hrs

* η

cool

Cool

= Cooling Ventilation Load (BTU /yr)

= Σ((H

supply,n

– H

setpoint

) * CFM * HRS

* α)

for each Outside Air Temperature bin, n > 70°F

Where;

setpoint

= Room temperature setpoint = 70°F

supply

= Supply air temperature = Outside air temperature (°F), as per Table

4.2.6.1

CFM = Total air flow rate = 1,000 CFM

HRS

= Annual operating hours binned by outside air temperature, as per Table

4.2.6.1

β = Heat transfer constant = 1.08 Btu/Hr*Min/ft

/F°

HHV = High heating value of natural gas = 0.1 MMBtu/Therm

hyd

= Hydronic system efficiency = 86%

supply

= Supply enthalpy = Outside air enthalpy (Btu/lbs. air), as per Table 4.2.6.1

setpoint

= Enthalpy cooling setpoint = 28.7 Btu/lbs. air

α = Cooling constant = 4.5 lb/Hr*Min/ft

cool

= Cooling efficiency = 2.04 kW/Ton

Table 4.2.6.1. Contracted Operating Conditions

Outside Air

Temperature,

supply

(°F, n )

Outside Air

Enthalpy,

supply

(

Btu/lbs

)

Annual

Operating

Hours (HRS)

Baseline Heating

Consumption,

Fuel

pre

(Therms/yr

)

Baseline

Cooling

Consumption,

kWh

pre

(kWh/yr

)

92 37.7 18 - 124

87 35.7 84 - 449

82 33.7 284 - 1,085

77 31.3 404 - 803

72 29.7 608 - 465

67 28.0 629 - -

62 25.2 806 - -

57 21.8 715 - -

52 18.8 561 127 -

47 16.9 544 157 -

42 14.5 552 194 -

37 12.7 874 362 -

32 10.9 772 368 -

27 8.8 670 362 -

22 7.2 432 260 -

17 5.6 442 294 -

12 4.1 176 128 -

7 2.7 106 84 -

2 1.3 63 54 -

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 24 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

-3 0 18 17 -

-8 0 2 2 -

Post-Retrofit Measurement\Calculations:

ERU

Eff

= Energy Recovery Unit effectiveness, verified one-time from manufacturer’s

specifications

Fuel

post,supp

= Post-retrofit natural gas consumption (Therms/year) supplied by the Boiler

= VL

Heat,supp

/ 1,000,000

BTU

MMBtu

/ HHV / η

hyd

Heat,supp

= Heating Ventilation Load (BTU/yr) supplied by boilers

= VL

Heat

* (1 – ERU

Eff

)

kWh

post,supp

= Post-retrofit electricity consumption (kWh/year) supplied by the DX Unit

= VL

Cool,supp

/ 12,000

BTU

Ton-hrs

* η

cool

Cool,supp

= Cooling Ventilation Load (BTU /yr) supplied by DX Units

= VL

Cool

* (1 – ERU

Eff

)

Savings Calculations:

Electricity Savings (kWh/yr):

kWh

= kWh

pre

– kWh

post,supp

Where;

kWh

= Annual electricity savings (kWh/yr)

Natural Gas Savings (Therms/yr):

Fuel

= Fuel

pre

– Fuel

post,supp

Where;

Fuel

= Annual natural gas savings (Therms/yr)

Cost Savings ($/yr):

= kWh

* $/kWh + Fuel

* $/Therm

Where;

= Annual cost savings ($/yr)

$/kWh = Contracted unit cost of electricity (kWh) for the Central Fire Station, as

per Article 6 of this Exhibit C

$/Therm = Contracted unit cost of natural gas (Therm) for the Central Fire

Station, as per Article 6 of this Exhibit C

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 25 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

4.2.7 HVAC Replacements (Rooftop Unit Replacements)

Location(s):

Lansin

burgh Fire Station (FD #1)

Bouton Fire Station (FD #2)

Police Station

Overview:

SIEMENS will remove one 3-ton rooftop unit (RTU) at the Lansingburgh Fire Station, two

2.5-ton RTUs at the Bouton Fire Station, and one 105-ton RTU at the Police Station. The

removed RTUs have efficiency ratings of 10.0 BTU/Watt, 9.0 BTU/Watt, and 9.29

BTU/Watt respectively. Removed RTUs will be replaced with new RTUs of like capacities

with higher efficiency ratings.

Energy and cost savings will be achieved by the ability of the new units to move the same

amount of heat while utilizing less electricity. Savings will be verified by comparing the

efficiency of the pre-retrofit HVAC equipment against the efficiency of the post-retrofit

HVAC equipment based on manufacturer’s specifications for the installed equipment.

Pre-Retrofit Measurement\Calculations:

kWh

pre

= Pre-retrofit annual electric consumption, as per Table 4.2.7.1

EER

pre

= Pre-retrofit Energy Efficiency Ratio, as per Table 4.2.7.1

Table 4.2.7.1 – Pre-retrofit HVAC Parameters

Location

kWh

pre

(kWh)

EER

pre

(BTU/Watt)

Lansingburgh Fire Station 342 10.06

Bouton Fire Station 380 9.07

Police Station

109,318

9.29

Post-Retrofit Measurements\Calculations:

EER

post

= Post-retrofit Energy Efficiency Ratio, verified one-time from manufacturer’s

specifications

kWh

post

= Post-retrofit annual electric consumption

= kWh

pre

* (1 – (EER

post

– EER

pre

) / EER

pre

)

Savings Calculations:

Energy (kWh) Savings:

kWh

= kWh

pre

- kWh

post

Where:

kWh

= annual Electric savings (kWh/yr)

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 26 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Cost Savings ($/yr):

= kWh

* $/kWh

, x

Where:

= Total annual cost ($/yr) savings

kWh

= annual post-retrofit kilowatt-hour savings from HVAC replacements

$/kWh

, x

= blended unit cost of electricity per kWh at each location as defined in

Article 6 of this Schedule C

4.2.8 HVAC Replacements (Terminal Reheat Reduction)

Location(s): Police Station

Overview:

SIEMENS will install zone dampers within the 42 reheat coils servicing the City Court

(located within the Police Station building). The zone dampers will be controlled by the

building automation system and will be modulated during occupied hours based on the

temperature of the space serviced. Closing of the zone dampers when the space is

unoccupied will remove the reheat demand from the facility’s hot water boiler.

Energy and cost savings will be achieved through a reduction in demand on the facility’s

boiler during unoccupied times. Unoccupied times will be verified through continuous

trending of zone damper position during the cooling season each year. Unoccupied times

will be taken as those hours where the zone dampers are completely closed.

Post-retrofit, if contracted baseline schedules for this equipment, as established in Article

7 of this Exhibit C, are modified by the CLIENT and result in a loss of energy savings, the

Guaranteed Savings for this FIM will be deemed achieved.

Pre-Retrofit Measurement\Calculations:

Fuel

pre

= Annual fuel usage for terminal reheat = 9,410 therms/year

HPD

pre, occ

= Average pre-retrofit equipment operating hours = 24 hours/day

Post-Retrofit Measurements\Calculations:

HPD

post, unocc

= Average post-retrofit unoccupied hours per day, trended continuously

throughout the cooling season

Fuel

post

= Post-retrofit annual fuel usage for terminal reheat

= Fuel

pre

* HPD

post, unocc

/ HPD

pre, occ

Savings Calculations:

Natural Gas Savings (therms/yr):

Fuel

= Fuel

pre

- Fuel

post

Where:

Fuel

= annual natural gas (therm/yr) savings

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 27 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Cost Savings ($/yr):

= Fuel

* $/therm

Where:

= Total annual cost ($/yr) savings

$/therm = Contracted unit cost of natural gas (Therm) for the Police Station, as

per Article 6 of this Exhibit C

4.3 Option B - Retrofit Isolation: All Parameter Measurement (Not Used)

4.4 Option C - Whole Facility (Not Used)

4.5 Option D – Calibrated Simulation (Not Used)

4.6 Option E - Stipulated-Energy/Utility Savings (Not Used)

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 28 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Article 5: Baseline Data

5.1 Table 5.1 outlines the utility consumption that occurred during this Baseline Period.

This Baseline Period’s Facility utility consumption will be used as the reference for

comparing the Facility’s utility consumption during the Performance Guarantee

Period in order to determine the Annual Realized Savings.

Table 5.1

–

Baseline Utility Consumption

Facility Annual

kWh

Annual

Therms

Fire Station 1

49,440

8,747

Fire Station 2

39,560

Fire Station 3

47,630

4,340

Fire Station 4

26,852

Fire Station 5

234,400

Fire Station 6

25,041

Police & City Court

705,275

32,188

DPW Traffic

DPW Main Bldg

Street Lighting

4,038,770

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.

Table 5.2.1 Annual Operating Hours: Fire & Police Stations

Fire Stations No. 1,2,3,4,5,6 and Police Station Operating Hours

Day of Week Occupied

Run Hours

Unoccupied

Run Hours

Monday 24 0

Tuesday 24 0

Wednesday 24 0

Thursday 24 0

Friday 24 0

Saturday 24 0

Sunday 24 0

Holiday 24 0

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 29 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Table 5.2.2

City Court, DPW Garage & DPW Traffic Bldg. Operating Hours

Day of Week Occupied

Run Hours

Unoccupied

Run Hours

Monday 10 14

Tuesday 10 14

Wednesday

Thursday 10 14

Friday 10 14

Saturday

Sunday 10 14

Holiday 10 14

Table 5.

Operating Temperatures All Facilities

Day of Week

Occupied

Minimum DEG

Occupied

Maximum DEG

Unoccupied

Winter

Minimum DEG

Unoccupied

Summer

Maximum DEG

Monday 70 70 55 85

Tuesday

Wednesday 70 70 55 85

Thursday 70 70 55 85

Friday

Saturday 70 70 55 85

Sunday 70 70 55 85

Holiday

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

outlined to the contrary below. 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.

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 30 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Article 6: Utility Rate Structures and Escalation Rates

6.1 Utility costs used for Savings calculations will be based on the utility rates and

Escalation Rates, as provided in the table(s) below. Each Escalation Rate will be

applied annually to the utility rate.

Location

Blended

Electric Rate

($/kWh)

Gas Rate ($/ccf)

Street Lights (Pre Project HID) $ 0.133

Street Lights (Post Project LED) $ 0.101 -

Police Station $ 0.086 $ 0.530

Lansingburgh Fire Station (FD #1) $ 0.111 $ 0.735

Bouton Fire Station (FD #2) $ 0.128 $ 0.991

Campbell Fire Station (FD #3) $ 0.097 $ 0.969

North Street Fire Station (FD #4) $ 0.138 $ 1.037

Central Fire Station (FD #5) $ 0.118 $ 0.784

Canal Street Fire Station (FD #6) $ 0.116 $ 1.223

5th Avenue Parking Garage $ 0.080 -

River Road Parking Garage $ 0.082 -

Knickerbacker Ice Rink $ 0.101 -

DPW Traffic $ 0.101 -

DPW Main Bldg. $ 0.101 -

Annual Escalation Rate 3% 3%

Exhibit C – Performance Assurance

City of Troy

Unrestricted Page 31 of 31

Siemens Industry, Inc., Smart Infrastructure

Exhibit C – Performance Assurance v. 2019

Article 7: Contracted Baseline Data

7.1 The following tables detail the Facility 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.

Fire Stations No. 1,2,3,4,5,6 and Police Stat

ion Operating Hours

Day of Week Occupied

Run Hours

Unoccupied

Run Hours

Monday

Tuesday 24 0

Wednesday 24 0

Thursday

Friday 24 0

Saturday 24 0

Sunday

Holiday 24 0

Table 7.1.2

City Court, DPW Garage & DPW Traffic Bldg. Operating Hours

Day of Week Occupied

Run Hours

Unoccupied

Run Hours

Monday

Tuesday 10 14

Wednesday 10 14

Thursday

Friday 10 14

Saturday 10 14

Sunday

Holiday 10 14

Table 7.1.

Operating Temperatures All Facilities

Day of Week

Occupied

Minimum DEG

Occupied

Maximum DEG

Unoccupied

Winter

Minimum DEG

Unoccupied

Summer

Maximum DEG

Monday

Tuesday 70 70 55 85

Wednesday 70 70 55 85

Thursday

Friday 70 70 55 85

Saturday 70 70 55 85

Sunday

Holiday 70 70 55 85

Exhibit D-1 – Form of Certificate of Substantial Completion

Page 1 of 2

Siemens Industry, Inc., Smart Infrastructure

Exhibit D-1 – Certificate of Substantial Completion v. 2019

Certificate of Substantial Completion

PROJECT NAME:

CLIENT:

CERTIFICATE DATE (mm/dd/yyyy):

CERTIFICATE NUMBER:

PROJECT NUMBER: 44OP-211105

The following portions of the Work are at Substantial Completion in accordance with the Agreement.

(Insert unique Work item such as Facility Improvement Measure title, system name, building, etc.)

Work Item:

Warranty Start Date (mm/dd/yyyy):

Work Item:

Warranty Start Date (mm/dd/yyyy):

Work Item:

Warranty Start Date (mm/dd/yyyy):

Siemens Industry, Inc. guarantees the workmanship and materials of the above Substantially

Complete Work in accordance with the Agreement.

The Work indicated above has been reviewed by the CLIENT and has been found, to the best of the

CLIENT’s knowledge, to be Substantially Complete. Substantial Completion is the milestone in the

progress of the Work at which time the Work is sufficiently complete and available for the CLIENT to

have beneficial use of the Work for its intended purpose. A list of items to be completed and

corrected (if any) shall be identified as the Outstanding Items List, attached to this form, and indicated

by checking the appropriate box below:

Outstanding Items List Attached: No Outstanding Items Noted:

The failure of the CLIENT to note items requiring completion or correction does not relieve the

contractual responsibility of Siemens Industry, Inc. to complete or correct the Work. Work found to

require completion or correction after the Certificate Date of this Certificate, but within the warranty

period shall be corrected in accordance with the Agreement’s warranty provisions.

Exhibit D-1 – Form of Certificate of Substantial Completion

Page 2 of 2

Siemens Industry, Inc., Smart Infrastructure

Exhibit D-1 – Certificate of Substantial Completion v. 2019

Siemens Industry, Inc. agrees to complete or correct all items indicated on the Outstanding Items in a

timely manner.

Siemens Industry, Inc. Representative:

Signature: Date:

The CLIENT accepts the Work indicated above as Substantially Complete and assumes possession

and beneficial use of the Work on the Warranty Start Date indicated above.

CLIENT: City of Troy

CLIENT Representative:

Signature: Date:

Note: The CLIENT shall, upon execution of this Certificate of Substantial Completion, assume all

contractual responsibilities for maintenance, insurance, operation, and protection of the Substantially

Complete Work in accordance with the Agreement.

SIEMENS STANDARD TERMS AND CONDITIONS

PCA Standard Terms Addendum: General Conditions for Licensing Access to Software as a Web Based Offering

Smart Infrastructure

Version 3 (02/09/18)

General Conditions for Licensing Access to Software as a Web Based Offering

The terms and conditions of this Addendum General Conditions for Licensing Access to Software as a Web Based Offering

("Web Based Offering General Conditions") are applicable only to the Web Based Offering identified in Exhibit A-Scope of

Work and Services of the Performance Contracting Agreement as follows:

BY CLICKING THE “ACCEPT” BUTTON OR OTHERWISE USING THE WEB BASED OFFERING, YOU ARE AGREEING THAT

YOU HAVE READ, AND AGREE TO COMPLY WITH AND BE BOUND BY, THIS WEB BASED OFFERING GENERAL

CONDITIONS IN ITS ENTIRETY WITHOUT LIMITATION OR QUALIFICATION AS WELL AS ALL APPLICABLE LAWS AND

REGULATIONS. IF YOU DO NOT AGREE TO BE BOUND BY THIS WEB BASED OFFERING GENERAL CONDITIONS AND TO

FOLLOW ALL APPLICABLE LAWS AND REGULATIONS, DO NOT CLICK THE “ACCEPT” BUTTON IF PRESENTED TO YOU OR

ACCESS OR USE THE WEB BASED OFFERING.

1. General Provisions

This Web Based Offering General Conditions is a legal agreement between you, either individually or on behalf of your corporation,

sole proprietor or other business entity ("you" or “your”) and SIEMENS and each of its respective successors and assigns

(“SIEMENS”), governing (i) your use of SIEMENS’ online service application(s) hosted on a remote server system by SIEMENS or

SIEMENS´ service providers or suppliers and accessible via a web site portal address or IP address designated by SIEMENS, (ii)

the Material contained therein as defined in Section 2.2.1., and (iii) any offline components provided by SIEMENS or its licensors

for use in connection therewith, if any, (collectively, “Web Based Offering”).

Your standard terms and conditions referenced to or included in purchase orders, order confirmations or in any other

communication, if any, shall not apply to this Web Based Offering General Conditions even if not objected to by SIEMENS.

2. License Grant and Restrictions, Third Party License Terms, Place of Performance

2.1. Subject to the terms and conditions of this Web Based Offering General Conditions, as may be incorporated in a separate

agreement between you and SIEMENS, SIEMENS grants you a limited, non-exclusive, non-transferable, non-sublicenseable,

license to access and use the Web Based Offering solely for your own internal business purposes. All rights not expressly

granted to you are reserved by SIEMENS and its licensors. The license granted herein is conditioned on your continued

compliance with the terms and conditions of this Web Based Offering General Conditions.

2.2. Your use of the Web Based Offering is limited to the scope of the license granted in this Web Based Offering General

Conditions, unless otherwise agreed by SIEMENS in writing. In particular you shall not, or permit other individuals or entities

to,

2.2.1. copy, reproduce, translate, alter, display, modify, decompile, reverse engineer, disassemble, attempt to discover the

source code or algorithms of, manipulate or create derivative work based on, the Web Based Offering, or any

information, documents, software, products and services or any other material (including text, graphics, logos, button

icons, images, audio clips, data, photographs, graphs, videos, typefaces, and sounds) contained or made available to

you in the course of using the Web Based Offering, or any part thereof, (“Material”) or use the Web Based offering to

run or as part of a service bureau, outsourced or managed services arranged, or access the Web Based Offering,

unless and to the extent permitted by mandatory law;

2.2.2. disable or circumvent any access control or related device, process or procedure established with respect to the Web

Based Offering or any part thereof. Such prohibited conduct includes, without limitation, any efforts to gain unauthorized

access to the Web Based Offering, other user accounts, computer systems or networks connected to the Web Based

Offering, through hacking, password mining or any other means, log into an account with a password not assigned to

the respective user, access identifiable information not intended for the respective user, test the security measures on

the Web Based Offering and/or attempt to identify system vulnerabilities, or to attempt to disable the Web Based

Offering; and

2.2.3. link, distribute, transfer, sell and resell, (sub-)license, rent, lease, lend, assign or otherwise transfer any rights to, or

commercially exploit or otherwise make available the Web Based Offering in whole or in part to any third party in any

way.

2.3. The Web Based Offering may contain third party content, including commercial and open source software. Such third party

content may be subject to additional or differing terms and conditions that always prevail over this Web Based Offering

General Conditions; you will find such additional or differing terms and conditions as a link at the bottom of the web site

platform where the Web Based Offering is hosted, or any other place as designated by SIEMENS, and you accept those terms

and conditions by using the Web Based Offering.

2.4. SIEMENS provides access to and use of the Web Based Offering at the Wide Area Network (WAN) exit which may be located

outside your country. SIEMENS will not assume any obligation or responsibility to effect any data connection to such WAN

exit. Such data connection and the use of and access to the Web Based Offering requires an Internet connection and suitable

soft- and hardware as may be described in a separate agreement, including the ordering, proper installation, operation and

SIEMENS STANDARD TERMS AND CONDITIONS

PCA Standard Terms Addendum: General Conditions for Licensing Access to Software as a Web Based Offering

Smart Infrastructure

Version 3 (02/09/18)

maintenance of suitable hardware and/or software for the Internet connection and transfer of data by you or by Users, as

defined in Section 5.1.

3. Remuneration

For consideration of the license to access and use the Web Based Offering, you agree to pay the agreed fees and charges. Fees

do not include any taxes, excises, duties, permits or other government charges (collectively, “Taxes”). You are responsible for the

payment of such Taxes or reimburse SIEMENS for any Taxes SIEMENS pays. If you claim a tax exemption or direct payment

permit, you shall provide SIEMENS with a valid exemption certificate or permit and indemnify SIEMENS from any Taxes, costs and

penalties arising out of the same. Invoices shall be payable without cash discounts and without any other deduction within 30 days

of receipt of the invoice. The setting-off of such claims against counter-claims shall be excluded. If you fail to meet the agreed

payment deadlines, you shall be in default without further notice and SIEMENS is entitled to suspend the Web Based Offering.

SIEMENS reserves the right to terminate this Web Based Offering General Conditions for cause if the default is not cured within 30

days.

4. Customer Communication, Disclosure, Data Storage

From time-to-time SIEMENS may ask whether or not you wish to receive marketing and other non-critical Web Based Offering-

related communications. You may elect not to receive such communications at that time or opt-out of receiving such

communications at any subsequent time by notifying SIEMENS. Because the Web Based Offering is a hosted, online application,

SIEMENS may need to notify you and/or your Users, as defined in Section 5.1 (whether or not they have opted out as described

above), about important announcements regarding the operation of the Web Based Offering. SIEMENS reserves the right to

disclose that you are a User of the Web Based Offering. You also grant SIEMENS the right to copy and maintain Your Data (as

defined in Article 6) during the term of your agreement with SIEMENS. You agree that all data and information required for the

business relationships or resulting from said relationships, especially contractual documents and papers as well as data and

information necessary for the performance of the Web Based Offering of and about you and your auxiliary persons, if any, may

also be stored outside your country. Furthermore, all such data and information may be disclosed to other SIEMENS companies for

corresponding processing, especially for providing services, fulfillment of legal requirements or for SIEMENS-internal audit and/or

supervisory requirements; this always in compliance with respectively applicable data protection laws.

5. Account Access; Your Obligations; Cyber Security

5.1. Where use of the Web Based Offering is contingent on accessing an account and/or inserting a "user-identification" and/or

"password", you agree that you will be solely responsible for all activity occurring when the Web Based Offering is accessed

through the use of your user-identification and/or password including any actions that occur without your authorization. You

and your Users shall keep any correspondence you receive relating to or through the use of the Web Based Offering

(including, but not limited to, your user-identification, passwords, and other registration or sign-in information) confidential and

in a safe place and not disclose it to any third party. “User” or “Users” means any individual(s) accessing the Web Based

Offering on your behalf or otherwise using the Web Based Offering under your account. It is your responsibility to take

appropriate actions immediately if any password has been stolen, leaked, compromised or otherwise used without proper

consent. You shall: (i) notify SIEMENS immediately of any unauthorized use of any password or account or any other known

or suspected breach of security; (ii) report to SIEMENS immediately and use reasonable efforts to stop immediately any

copying or distribution of content that is known or suspected by you; (iii) notify SIEMENS when you no longer require access to

the Web Based Offering; and (v) keep all of your profile information current.

5.2. SIEMENS provides a portfolio with industrial security functions that support the secure operation of plants, systems, machines

and networks. In order to protect plants, systems, machines and networks against cyber threats, it is necessary to implement –

and continuously maintain – a holistic, state-of-the-art security concept. SIEMENS’ portfolio only forms one element of such a

concept. You are responsible for preventing unauthorized access to your plants, systems, machines and networks which

should only be connected to an enterprise network or the internet if and to the extent such a connection is necessary and only

when appropriate security measures (e.g. firewalls and/or network segmentation) are in place. Additionally, SIEMENS’

guidance on appropriate security measures should be taken into account. For additional information, please contact your

SIEMENS sales representative or visit http://www.siemens.com/industrialsecurity.

SIEMENS’ portfolio undergoes continuous development to make it more secure. SIEMENS strongly recommends that updates

are applied as soon as they are available and that the latest versions are used. Use of versions that are no longer supported,

and failure to apply the latest updates may increase your exposure to cyber threats. SIEMENS strongly recommends to

comply with security advisories on the latest security threats, patches and other related measures, published, among others,

under http://www.SIEMENS.com/cert/en/cert-security-advisories.htm.

6. Use of Data

In connection with the use of the Web Based Offering, SIEMENS (or SIEMENS´ service providers or suppliers) may obtain, receive

or collect data or information, including system-specific data or information or other content, from you or other parties using or

having used the Web Based Offering (“Your Data”).

SIEMENS STANDARD TERMS AND CONDITIONS

PCA Standard Terms Addendum: General Conditions for Licensing Access to Software as a Web Based Offering

Smart Infrastructure

Version 3 (02/09/18)

Except for files uploaded and stored manually by you, you hereby grant SIEMENS (and SIEMENS´ service providers or suppliers

when acting on SIEMENS´ behalf) a non-exclusive, transferable, sublicenseable, worldwide, royalty-free, perpetual, non-revocable

license under applicable copyrights and other intellectual property rights, if any, in all Your Data to provide the Web Based Offering

to you and to create derivative works and aggregated data derived from Your Data, SIEMENS customers and other sources,

including without limitation, comparative data sets, statistical analyses, reports and related services (collectively, “SIEMENS Data”).

SIEMENS utilizes SIEMENS Data as it sees fit for any purpose.

The Parties shall ensure that they and/or their Users adhere to the then current terms of use, data protection notification, privacy

policy, and cookie policy as linked at the bottom of the website platform where the Web Based Offering is hosted, or any other

place as designated by SIEMENS.

You represent and warrant that you have obtained all rights, permissions and consents necessary to the aforesaid use of Your

Data as part of the Web Based Offering, and permit SIEMENS to exercise all of its rights under this Web Based Offering General

Conditions. You, not SIEMENS nor SIEMENS’ service providers or suppliers, shall have sole responsibility for the accuracy,

quality, integrity, legality, reliability, and appropriateness, of all of Your Data. Neither SIEMENS nor SIEMENS’s service providers

or suppliers shall be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data.

In the event this Web Based Offering General Conditions is terminated (other than by reason of your breach), SIEMENS will make

available to you a file containing Your Data within 30 days of termination if you so request in writing at the time of termination.

SIEMENS reserves the right to withhold, remove and/or discard Your Data and SIEMENS Data, to the extent legally feasible,

without notice for any breach, including, without limitation, non-payment. Upon termination for cause, your right to access or use

SIEMENS Data immediately ceases, and SIEMENS shall have no obligation to maintain or forward any SIEMENS Data to you.

7. Intellectual Property Ownership

All right, title and interest in the Web Based Offering, including technology and trade secrets embodied therein and any custom

developments created or provided in connection with or related to this Web Based Offering General Conditions, including all

copyrights, patents, trade secrets, trade dress, and other proprietary rights, and any derivative works thereof, shall belong solely

and exclusively to SIEMENS and/or its licensors, service providers and suppliers, and you shall have no rights whatsoever in any

of the foregoing. You acknowledge that the Web Based Offering constitutes a valuable trade secret and/or is the confidential

information of SIEMENS or its licensors, service providers and suppliers. Nothing in this Web Based Offering General Conditions

or otherwise will be deemed to grant to you an ownership interest in the Web Based Offering, in whole or in part. All Material is the

property of SIEMENS or its licensors, suppliers and service providers and is protected by applicable law sand all rights thereunder

are valid and protected in all forms, media and technologies existing now or hereinafter developed. You shall not (and shall ensure

that third parties do not) perform any activities as set forth in Section 2.2, and any use other than as contemplated herein is strictly

prohibited.

8. Trademarks

SIEMENS’ name, logo, other related names, design marks, product names, feature names and related logos are trademarks of

SIEMENS and may not be used, copied or imitated, in whole or in part, without the express prior written permission of SIEMENS.

In addition, the look and feel of the Web Based Offering (including all page headers, custom graphics, button icons, and scripts)

constitutes the service mark, trademark and/or trade dress of SIEMENS or its licensors, and may not be copied imitated or used, in

whole or in part, without the express prior written permission of SIEMENS.

9. Term; Termination; Suspension of the Web Based Offering

9.1. The term of this Web Based Offering General Conditions commences latest with your first use of the Web Based Offering and

continues through any subsequent use of the Web Based Offering thereafter. Your and User’s use of the Web Based Offering

may be terminated by either party in writing following three (3) months' prior notice.

9.2. Each party shall be entitled to give written notice of termination of this Web Based Offering General Conditions for cause,

which shall apply in particular for: (i) unauthorized use of the Web Based Offering; (ii) a material breach of this Web Based

Offering General Conditions by the other party which is not remedied within a reasonable period of time despite written notice

specifying any such breach (iii) the other party becoming insolvent, bankrupt or insolvency or probate proceedings being

applied for or initiated against it or being rejected due to a lack of funds; (vi) serious damage to the remote server system

and/or the internet connection or its unusability as a result of any acts or omissions beyond SIEMENS’ responsibility.

9.3. In each of the aforesaid cases or as otherwise stated in this Web Based Offering General Conditions, SIEMENS, in its sole

discretion, may suspend or terminate your password, account or use of the Web Based Offering and may delete any Data

without an obligation for a recovery. You agree and acknowledge that SIEMENS has no obligation to retain Your Data, and

may delete such Data, if you have materially breached this Web Based Offering General Conditions, including but not limited

SIEMENS STANDARD TERMS AND CONDITIONS

PCA Standard Terms Addendum: General Conditions for Licensing Access to Software as a Web Based Offering

Smart Infrastructure

Version 3 (02/09/18)

to failure to pay any payments due to SIEMENS under any agreement, and such breach has not been cured within 15 days of

notice of such breach.

10. Warranty; Disclaimer

10.1. Each party warrants that it has the legal power and authority to enter into this Web Based Offering General Conditions. You

warrant and covenant that you do not and have not falsely identified yourself nor will provide or have provided any false

information to gain access to the Web Based Offering. If you are entering into this Web Based Offering General Conditions on

behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and

conditions. If you do not have such authority, you must immediately stop using the Web Based Offering.

10.2. Unless SIEMENS agrees in a separate writing to provide an exception to this warranty disclaimer with respect to the Web

Based Offering, SIEMENS shall be only liable for defects and any violation of property rights as set forth in Articles 12 and 13

and as follows:

10.2.1. SIEMENS shall render the Web Based Offering consistent with degree of care and skill ordinarily exercised by reputable

companies performing same or substantially similar services under similar conditions and circumstances. The Web

Based Offering substantially meets and complies with the functional specifications agreed with you separately in writing.

10.2.2. SIEMENS INCLUDING SIEMENS´ SERVICE PROVIDERS AND SUPPLIERS DISCLAIM TO THE MAXIMUM EXTENT

PERMITTED BY LAW ALL FURTHER OR OTHER WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR

IMPLIED, REGARDING THE WEB BASED OFFERING, OR OTHERWISE RELATING TO THIS WEB BASED

OFFERING GENERAL CONDITIONS, SUCH AS OBTAINED, GENERATED OR OTHERWISE RECEIVED

INFORMATION, REPORTS, RESULTS OR OTHER DATA, INCLUDING WARRANTIES AND CONDITIONS OF

FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-

INFRINGEMENT AND ACCURACY AND NON-INTERFERENCE. SIEMENS SPECIFICALLY DOES NOT WARRANT

THAT THE WEB BASED OFFERING IS OR WILL BE SECURE, ACCURATE, RELIABLE, COMPLETE,

UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR

OTHER PROGRAM LIMITATIONS, AND THAT THE WEB BASED OFFERING WILL MEET YOUR REQUIREMENTS.

10.2.3. The exclusive remedy of you and SIEMENS' sole obligation in the event of a reproducible defect of Web Based Offering

shall be for SIEMENS to resolve such defect within a reasonable time.

10.3. Any other rights or remedies because of defects in the Web Based Offering, including without limitation those for damages,

are excluded to the extent permitted by law.

11. Indemnification

You shall indemnify and hold SIEMENS, its service providers, suppliers and licensors, and each such party's parent organizations,

subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs,

damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a

claim alleging that use of Your Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would

constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you of this Web

Based Offering General Conditions or a violation of any law or regulation, provided in any such case that SIEMENS (a) gives

written notice of the claim promptly to you; and (b) gives you sole control of the defense and settlement of the claim (provided that

you may not settle or defend any claim unless you unconditionally release SIEMENS of all liability and such settlement does not

affect SIEMENS business or the Web Based Offering).

12. Infringement of third party`s intellectual property rights

Unless otherwise agreed, e. g. as set forth in Section 2.3, SIEMENS shall provide the Web Based Offering free from third parties'

intellectual property rights only with respect to the country where such rights are registered or, if not registered, created. . If a third

party asserts a justified claim against you based on an infringement of an intellectual property right by the Web Based Offering

rendered by SIEMENS and used by you in conformity with the Web Based Offering General Conditions, SIEMENS shall be liable

to you within the period for liability as follows: (a) SIEMENS shall choose whether to acquire, at its own expense, the right to

use the intellectual property rights with respect to Web Based Offering concerned or whether to replace or modify the Web Based

Offering in a way that it no longer infringes. If this is not reasonably possible then SIEMENS may terminate the Web Based

Offering General Conditions; (b) SIEMENS’ liability to pay damages is governed by Article 13, (c) aforesaid obligations of

SIEMENS shall apply only if you (i) immediately notify SIEMENS of any such claim asserted by the third party in writing, (ii) do not

acknowledge an infringement of intellectual property rights and (iii) leave any protective measures and settlement negotiations to

SIEMENS’ discretion. If you stop using the Web Based Offering in order to mitigate damages or for other good reason, you shall

inform the third party explicitly that no acknowledgement of the alleged infringement may be inferred from the fact that the use has

been discontinued. Your claims shall be excluded if you are responsible for the infringement of an intellectual property right. Your

claims are also excluded if the intellectual property right infringement is caused by Your Data, specifications or instructions made

by you, by a use not foreseeable by SIEMENS or contractually prohibited, or by the Web Based Offering being modified by you or

being used together with products/services not provided by SIEMENS.

13. Liability

SIEMENS STANDARD TERMS AND CONDITIONS

PCA Standard Terms Addendum: General Conditions for Licensing Access to Software as a Web Based Offering

Smart Infrastructure

Version 3 (02/09/18)

13.1. UNLESS OTHERWISE AGREED IN A SEPARATE WRITING BETWEEN THE PARTIES, IN NO EVENT SHALL SIEMENS

BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, WORK STOPPAGE,

COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL,

EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS WEB BASED OFFERING

GENERAL CONDITIONS OR OTHERWISE, EVEN IF SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, OR FOR ANY CLAIM AGAINST YOU BY ANY OTHER PARTY. IN NO CASE WILL SIEMENS AND/OR ANY OF

THE SIEMENS PARTIES BE LIABLE FOR ANY REPRESENTATION OR WARRANTY MADE TO YOU BY ANY THIRD

PARTY. EXCEPT FOR CLAIMS THAT THE WEB BASED OFFERING CAUSED BODILY INJURY (INCLUDING DEATH)

DUE TO SIEMENS’ NEGLIGENCE OR WILLFUL MISCONDUCT,

13.2. SIEMENS CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS OF DAMAGES ARISING OUT OF OR RELATED TO THIS

WEB BASED OFFERING GENERAL CONDITIONS AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH

DAMAGES IS BASED IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR TORT, SHALL NOT EXCEED THE AMOUNT

OF THE PAYMENTS MADE TO SIEMENS FOR THE WEB BASED OFFERING GIVING RISE TO SUCH CLAIM IN THE SIX

(6) MONTHS PRIOR TO SUCH CLAIM.

13.3. YOU ACKNOWLEDGE (a) THAT THESE LIMITATIONS APPLY EVEN IF THE REMEDIES FAIL OF THEIR ESSENTIAL

PURPOSE; AND, (b) THAT, WITHOUT THESE LIMITATIONS, YOU WOULD NOT HAVE USE OF THE WEB BASED

OFFERING PROVIDED HEREUNDER.

13.4 Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental,

consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

14. Interruption of the Web Based Offering

14.1. You agree that the operation and availability of the systems used for accessing and interacting with the Web Based Offering,

including, the public telephone, computer networks and the internet or to transmit information, whether or not supplied by you

or SIEMENS, can be unpredictable and may, from time to time, interfere with or prevent the access to and/or the use or

operation of the Web Based Offering. Neither SIEMENS nor any company of the SIEMENS Group shall be liable for any

interference with or prevention of your access to and/or use of the Web Based Offering.

14.2. It may be necessary for SIEMENS and/or its suppliers, service providers and licensors to perform scheduled or unscheduled

repairs, maintenance, or upgrades, and such activities may temporarily degrade the quality of the Web Based Offering or

result in a partial or complete outage of the Web Based Offering. SIEMENS provides no assurance that you will receive

advance notification of such activities or that the Web Based Offering will be uninterrupted or error-free. Any degradation or

interruption in the Web Based Offering shall not give rise to a refund or credit of any fees paid by you.

15. Export Control; Local Law

You acknowledge that the Web Based Offering, which may include technology and software, are subject to the customs and export

control laws and regulations of Switzerland, the Federal Republic of Germany, the European Union and the United States of

America and may also be subject to the customs and export laws and regulations of the country in which the Web Based Offering

is rendered and/or received. From any location where data is being accessed by you, you are solely responsible for establishing all

prerequisites for lawful access to Web Based Offering, including any data and information stored, up to the WAN exit point at the

data center used by SIEMENS. You agree to abide by those laws and regulations. You are solely responsible for obtaining any

specific licenses relating to the export of software if a license is needed. SIEMENS’ agreement to provide the Web Based Offering

is contingent upon any impediments arising out of national and international foreign trade and customs requirements or any

embargos or other sanctions. SIEMENS is not liable for delays or failure to deliver Web Based Offering or a product resulting from

your failure to obtain such license or to provide such certification.

16. Notices

SIEMENS may give notice by means of a general notice on the Web Based Offering, electronic mail to your e-mail address on

record in SIEMENS account information, or by written communication to your address, e. g. by pre-paid first class mail, on record

in SIEMENS account information.

17. Modification of this Web Based Offering General Conditions

SIEMENS reserves the right to modify the terms and conditions of this Web Based Offering General Conditions or its policies

relating to the Web Based Offering at any time, effective upon posting of an updated version of this Web Based Offering General

Conditions on the Web Based Offering. You are responsible for regularly reviewing this Web Based Offering General Conditions.

Continued use of the Web Based Offering after any such changes shall constitute your consent to such changes. In case you

disagree to the modifications you shall notify SIEMENS about your objection. In such cases, SIEMENS reserves the right to

terminate the Web Based Offering General Conditions effective within a 30 days period after receipt of any such notification.

18. License Usage Audit

You shall allow SIEMENS to conduct audits of the contractual use on SIEMENS’ written request. This shall include in particular

access to all relevant systems and documentation. SIEMENS may carry out the audit itself or by way of any third party auditor

SIEMENS STANDARD TERMS AND CONDITIONS

PCA Standard Terms Addendum: General Conditions for Licensing Access to Software as a Web Based Offering

Smart Infrastructure

Version 3 (02/09/18)

acceptable to you and subject to a duty of confidentiality. SIEMENS shall give you at least ten (10) working days prior written notice

of such an audit. Such an audit may take place at your premises during the regular hours of business. If, as a result of an audit,

any use not in conformity with this Web Based Offering General Conditions is detected, you shall pay to SIEMENS, as liquidated

damages and not as a penalty, the amount of the license fee set out in the current price list applicable to the item for which non-

conforming use is detected. In addition, you shall bear the reasonable costs of the audit. SIEMENS reserves the right to claim

further damages and to be able to implement any other remedy available to SIEMENS identified herein.

19. Assignment; Change of Control

Subject to any terms to the contrary existing in the Standard Terms and Conditions, this Web Based Offering General Conditions

and the License granted hereunder may not be assigned by you without the prior written approval of SIEMENS but may be

assigned or transferred without your consent by SIEMENS to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor

by merger. Any purported assignment in violation of this Article shall be void. Any actual or proposed change in control of you that

results or would result in a Competitor of SIEMENS directly or indirectly owning or controlling 50% or more of you shall entitle

SIEMENS to terminate this Web Based Offering General Conditions and the License granted hereunder for cause immediately

upon written notice. A “Competitor” of SIEMENS means an individual or entity that is involved in the sale or service of (i) building

automation systems or equipment; (ii) fire safety systems or equipment; (iii) energy management and control systems, (iv) remote

monitoring of energy management systems, (v) demand response services, (vi) equipment monitoring services, (vii) energy

information services, or (viii) design or manufacture of software or hardware for any of the foregoing.

20. Miscellaneous; Applicable law

20.1. No joint venture, partnership, employment, or agency relationship exists between you and SIEMENS as a result of this Web

Based Offering General Conditions or use of the Web Based Offering. The failure of SIEMENS to enforce any right or

provision in this Web Based Offering General Conditions shall not constitute a waiver of such right or provision unless

acknowledged and agreed to by SIEMENS in writing.

20.2. If any provision of this Web Based Offering General Conditions is held by a court of competent jurisdiction to be invalid or

unenforceable, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the invalid or

unenforceable provisions, with all other provisions remaining in full force and effect.

20.3. Subject to Article 17, no modification, amendment or waiver of any provision of this Web Based Offering General Conditions

shall be binding, unless made in writing and duly signed by the parties; for avoidance of doubt, electronic communication shall

not qualify as written notice or document. Any waiver of this requirement for the written form shall likewise be in writing.

20.4. Any cause of action you may have with respect to your use of the Web Based Offering must be commenced within one (1)

year after the claim or cause of action arises

20.5. This Web Based Offering General Conditions is governed by and construed in accordance with the laws of the State of

Delaware, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for

the International Sale of Goods is excluded. TO THE EXTENT PERMITTED BY LAW, BOTH SIEMENS AND YOU

KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR

PROCEEDING RELATED IN ANY WAY TO WEB BASED OFFERING GENERAL CONDITIONS. Each party agrees that

claims and disputes arising out of this Web Based Offering General Conditions must be decided exclusively in a federal or

state court of competent jurisdiction located in a state in which either you or SIEMENS maintains its principal place of

business. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.

Minutes of the

TROY CITY COUNCIL

REGULAR MEETING

February 1, 2018

7:00 P.M.

Public Forum (Troy City Charter § C-25)

Presentation of Agenda

Vacancy List

The meeting was called to order at 7:10 p.m. by Council President Mantello

Roll Call: The roll being called the following answered to their names: Council Member Gulli,

Council Member McGrath, Council Member Cummings, Council Member Bissember, Council

Member Kennedy, Council President Mantello, Chair. Council Member Paratore was absent.

In attendance were Mayor Patrick Madden, Deputy Mayor Monica Kurzejeski, Deputy

Comptroller Andy Piotrowski, Deputy Director of Public Information John Salka, Corporation

Counsel James Caruso, and Commissioner of Planning & Economic Development Steven

Strichman. Approximately 70 members of the public attended.

As the request of Mantello, McGrath made a motion to add Resolution 40 to the agenda. Motion

passed 6 ayes, 0 nos.

Pledge of Allegiance: Mayor Patrick Madden

Mayor Patrick Madden presented the "State of the City" report.

Good News Commendation: Awarded to the Forty-One Club.

Public Forum:

 Douglas Marx, 176 Pawling Avenue, spoke in favor of Resolution 24.

3. Ordinance Authorizing And Directing Transfer Of Parking Lot At 144-146 Fourth Street To

Troy Local Development Corporation. (Council Member Kennedy) (At The Request Of The

Administration)

Ordinance passed 6 ayes, 0 nos.

4. Ordinance Amending The Zoning Map Of The City Of Troy Pursuant To § 285-49 Of

The Troy City Code To Provide For The Rezoning Of An Area Commonly Known As 7-11

And 13 Cypress Street From Their Current R-2 Zoning District Classification To A B-2

Zoning District Classification. (Council Member Kennedy) (At The Request Of The

Administration)

Was not discussed at this meeting; ordinance was on agenda for informational purposes only. A public

hearing will be held on February 15, 2018.

6. Ordinance Authorizing And Ratifying The Memoranda Of Agreements By And Between

The City Of Troy And The Civil Services Employees Association, Local 1000, City Of Troy

Unit Of The Rensselaer County Local 842 (CSEA - Troy) (Council President Mantello) (At

The Request Of The Administration)

Ordinance passed 6 ayes, 0 nos.

24. Resolution Authorizing The Mayor To Execute An Agreement With The Mohawk &

Hudson Humane Society. (Council President Mantello) (At The Request Of The

Administration)

Resolution passed 6 ayes, 0 nos.

25. Bond Resolution Of The City Of Troy, New York, Authorizing The Issuance Of

$7,340,000 Serial Bonds To Finance The Cost Of Reconstruction Of A Sea Wall. (Council

President Mantello) (At The Request Of The Administration)

Mantello made a motion to amend resolution by replacing each instance of “$7,340,000” with

“$7,300,000.” Motion passed 6 ayes, 0 nos. Amended resolution passed 6 ayes, 0 nos.

26. Resolution Authorizing The City Of Troy To Enter Into A Permanent Easement With

Rensselaer County To Support Construction Of The South Troy Industrial Park Road.

(Council President Mantello) (At The Request Of The Administration)

Resolution passed 6 ayes, 0 nos.

27. Resolution Appointing Commissioners Of Deeds For The City Of Troy. (Council

President Mantello)

Resolution passed 6 ayes, 0 nos.

28. Resolution Appointing Karen Barrett To The Board Of Assessment Review Of The City

Of Troy. (Council President Mantello)

Resolution passed 6 ayes, 0 nos.

29. Resolution Of The City of Troy, New York Authorizing The Negotiation, Execution

And Delivery Of Energy Performance Contracts And Related Lease/Purchase Agreements

With Siemens Industry Inc., Building Technologies Division, For Improvements At Various

City Facilities. (Council President Mantello) (At The Request Of The Administration)

Resolution passed 6 ayes, 0 nos.

34. Resolution Determining That Proposed Type I Action Shall Have No Significant

Adverse Impacts On The Environment. (Council Member Kennedy) (At The Request Of

The Administration)

Resolution passed 6 ayes, 0 nos.

35. Resolution Confirming The Appointment Of Charles Wojton As Commissioner Of

General Services. (Council Member Bissember) (At The Request Of The Administration)

Resolution passed 6 ayes, 0 nos.

36. Resolution Authorizing The Mayor To Execute An Agreement With The Rensselaer

County Sewer District No 1 For Rental Of The City Sewers. (Council Member Paratore)

(At The Request Of The Administration)

Resolution passed 6 ayes, 0 nos.

37. Resolution Confirming Appointments To The Troy Industrial Development Authority

(Troy IDA). (Council President Mantello) (At The Request Of The Administration)

Resolution passed 6 ayes, 0 nos.

38. Resolution Confirming David Bissember Appointment To The Troy Local Development

Corporation (LDC). (Council President Mantello) (At The Request Of The Administration)

Resolution passed 6 ayes, 0 nos.

39. Resolution Stating the City's Council's Policy Regarding the Operations of the Troy

City Clerk's Office. (Council President Mantello)

Cummings made a motion to amend resolution then withdrew his motion. Kennedy made a

motion to table resolution. Motion tabled 6 ayes, 0 nos.

40. Resolution Proclaiming February 2018 Black History Month In The City Of Troy, New

York (Council Member Bissember, Council President Mantello, Council Member Paratore,

Council Member Gulli, Council Member McGrath, Council Member Kennedy, Council

Member Cummings)

Resolution passed 6 ayes, 0 nos.

41. Resolution Of Troy City Council Authorizing The Scheduling And Conduct Of A

Public Hearing In Connection With The Proposed Zoning Change Of 7-11 And 13 Cypress

Street From R-2 Two-Family Residential District To B-2 Community Commercial District

(Council President Mantello) (At The Request Of The Administration)

Resolution passed 6 ayes, 0 nos.

42. Resolution Authorizing The City Clerk The Authority To Perform The Duties Of The

City Auditor For Backup Purposes Only For The City Of Troy (Council President

Mantello)

Resolution passed 6 ayes, 0 nos.

Public Forum:

 Ken Young, 391 Ninth Street, spoke about a wall on his property which he said the city

removed without permission.

Adjournment

Meeting adjourned 8:40 p.m.

Audio and video recordings of this meeting are on file the City Clerk's office.

VACANCY LIST

(August 2019)

Department Title No.___________

A1440 Engineering City Engineer 1

A1680 BIS Data Communications Analyst 1

A3120 Police Police Officer 3

Video Clerk 1

A3410 Fire Department Firefighter/Paramedic 1

A3620 Gen Services/Code Enforcement Housing Code Technician 1

A5110 Gen Services/Streets Motor Equipment Operator (Heavy) 1

A7140 Gen Services/Rec – Ice Rink Recreation Attendant 1

A8022 Planning/CDBG Assistant Planner 1

CL8160 Gen Services/Residential Pickup Assistant Sanitation Foreperson 1

Solid Waste & Litter Enforcement Officer 1

CL8175 Gen Services/Bulk Pickup Motor Equipment Operator (Light) 1

F1640 DPU/Garage Auto Mechanic Helper 1

F8310 DPU/Admin Account Clerk 1

F8330 DPU/Purification Assistant Operations Manager 1

Supervising Water Plant Operator 1

F8340 DPU/Trans. & Dist. Water Maintenance Person 4

Laborer 1

G8120 DPU/Sanitary Sewers Sewer Maintenance Person 2

Senior Sewer Maintenance Person 1

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Fillable TROY CITY COUNCIL REGULAR MEETING AGENDA August 1, (City of Troy, NY)

Fill Online, Printable, Fillable, Blank TROY CITY COUNCIL REGULAR MEETING AGENDA August 1, (City of Troy, NY) Form

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