Agenda — Bakersfield City Council, June 25, 2025 (part 2 of 6)

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h. " Bodily injury" or " property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
1) The exceptions contained in Subparagraphs d. or f.; or 2) Such inspections, adjustments, tests or servicing. as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.

2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products.

3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy.

4. This provision 2. does not apply if " bodily injury" or " property damage" included within the " products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement.

B. MISCELLANEOUS ADDITIONAL INSUREDS

1. Who Is An Insured is amended to include as an insured any person or organization ( called additional insured) described in paragraphs 3. a. through 3.j. below whom you are required to add as' an additional insured on this policy under a " written contract."

2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with:
a. A higher limit of insurance than required by such " written contract;" b. Coverage broader than required by such " written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or
c. Coverage for " bodily injury" or " property damage" included within the " products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below.

Any coverage granted by this endorsement shall apply only to the extent permitted by law.

3. Only the following persons or organizations can qualify as additional insureds under this endorsement:
a. Controlling Interest
Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of:
1) such person or organization' s financial control of you; or 2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co- owner of Insured Premises
A co- owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," " property damage" or " personal and advertising injury" as coowner of such premises. c. Grantor of Franchise
Any person or organization that has granted a franchise to you, but only with respect to such person or organization' s liability for " bodily injury," " property damage," or " personal and advertising injury" as grantor of a franchise to you.

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ORIGINAL'
SB146932G
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d. Lessor of Equipment
Any person or organization from whom you lease equipment, but only with respect to liability for " bodily injury," " property damage" or " personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the " occurrence" giving rise to such bodily injury" or " property damage" or the offense giving rise to such " personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land
Any person or organization from whom you lease land, but only with respect to, liability for "bodily injury," property damage" or " personal and advertising injury" arising out of the ownership; maintenance or use of that specific part of the land leased to you, provided that the " occurrence" giving rise to such bodily injury' or " property damage" or the offense giving rise to such " personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.
f. Lessor of Premises
An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for " bodily injury," " property damage" or " personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the " occurrence" giving rise to such " bodily injury" or " property damage" or the offense giving rise to such " personal and advertising injury," takes place prior to the termination of such lease.

The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver' s liability for " bodily injury," " property damage" or " personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you.

This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions
A state or government agency or subdivision or political subdivision that has issued _ a permit or authorization, but only with respect to such government agency or subdivision or political subdivision' s liability for "bodily injury," " property damage" or " personal and advertising injury" arising out of:

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1) The following hazards in connection with premises you own, rent, or control and to which this s
insurance applies:
a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b) The construction, erection, or removal of elevators; or c) The ownership, maintenance or use of any elevators covered by this insurance; or 2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to:
a) " Bodily injury", " property damage" or " personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or
b) " Bodily injury" or " property damage" included within the " products -completed operations hazard."
With respect to this provision' s requirement that additional insured status must be requested under a written contract," we will treat as a " written contract" any governmental permit that requires you to add the governmental entity as an additional insured.

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SB146932G
Ed. 10- 19)
i. Trade Show Event Lessor
With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization' s liability for " bodily injury," " property damage," or ' personal and advertising injury" caused by:
a. Your acts or omissions; or
b. Acts or omissions of those acting on your behalf;
in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization
Any person or organization who is not an additional insured under paragraphs a. through I. above. Such additional insured is an insured solely for " bodily injury'" " property damage" or " personal and advertising injury" for which such additional insured is liable because of your acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:
1) For " bodily injury," " property damage," or " personal and advertising injury" arising out of the rendering or failure to render any professional services; 2) For " bodily injury" or " property damage" included in the " products -completed operations hazard." But this provision ( 2) does not apply to such " bodily injury" or " property damage" if:
a) It is entirely due to your negligence and specifically results from your workfor the additional insured which is the subject tothe "written contract'; and b)
The " written contract" requires you to make the person or organization anadditional insured for such " bodily injury" or "property damage'; or 3)
Who is afforded additional insured coverage under another endorsement attached to this policy. C.

ADDITIONAL PROVISIONS PERTINENT TOADDITIONAL INSURED COVERAGE 1.

With respect only to additional insured coverage provided under paragraphsA. and B. above: a.

The BUSINESSOWNERS COMMON POLICY CONDITIONS areamended toadd the following tothe Condition entitled Other Insurance: This
insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract' requires that this insurance beeither primary or primary and noncontributing, then this insurance will be primary and non- contributory relative solely toinsurance on which the additional insured is a named insured. b.

Under Liability and Medical Expense Definitions, the following definition is added: Written contract" means a written contract or agreement that requires you to make a person or organization anadditional insured on this policy, provided the contract or agreement: 1) Is currently ineffect or becomes effective -during the term of this policy; and 2) Was executed prior to: a)
The " bodily injury" or "property damage;" or b)
The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2.

With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds.

If
the additional insured is: a.

An individual, then his or her spouse is an insured; SB146932G ( 10-19) Page 4of 7 v
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SB146932G
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b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or
e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement' s provisions, and only with respect to their -respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of:
1) " Bodily injury" or " personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above;
2) " Property damage" to property owned, occupied or used by their employer or by any fellow employee; or 3) Providing or failing to provide professional health care services.

II. LIABILITY EXTENSION COVERAGES
It is understood and, agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply.

A. Bodily injury— Expanded Definition
Under Liability and Medical Expenses Definitions, the definition of " Bodily injury" is deleted and replaced by the following:

Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease.

B. Broad Knowledge of Occurrence
Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following:

Paragraphs a. and b. above apply to you or to any additional insured only when such " occurrence," offense, r
claim or "suit" is known to:
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1) You or any additional insured that is an individual; 2) Any partner, if you or an additional insured is a partnership; 0 3) Any manager, if you or an additional insured is a limited liability company; 4) Any " executive officer" or insurance manager, if you or an additional insured is a corporation; 5) Any trustee, if you or an additional insured is a trust; or 6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity.

This paragraph applies separately to you and any additional insured.

C. Estates, Legal Representatives and Spouses
The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy;, provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such, spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person' s capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured' s business.

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ORIGINAL'
SB146932G
Ed. 10- 19)
D. Fellow Employee First Aid Coverage
In the section entitled Who Is An Insured, paragraph 2.a. 1. is amended to add the following:

The limitations described in subparagraphs 2. a. 1.( a), ( b) and ( c) do not apply to your " employees" for " bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or volunteer worker" that becomes necessary while your " employee" is performing duties in the conduct of your business. Your " employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to " employees" whose duties in your business are to provide professional health care services or health examinations.

E. Legal Liability — Damage To Premises

1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following:
k. Damage To Property
Property damage" to:

1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property;

2. Premises you sell, give away or abandon, if the " property damage" arises out of any part of those premises;

3. Property loaned to you;

4. Personal property in the care, custody or control of the insured;

5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the " property damage" arises out of those operations; or

6. That particular part of any property that must be restored, repaired or replaced because " your work" was incorrectly performed on it.

Paragraph 2 of this exclusion does not apply if the premises are " your work" and were never occupied, rented or held for rental by you.

Paragraphs 1, 3, and 4, of this exclusion do not apply to " property damage" ( other than damage by fire or explosion) to premises:
1) rented to you:
2) temporarily occupied by you with the permission of the owner, or 3) to the contents of premises rented to you for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance.

Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.

Paragraph 6 of this exclusion does not apply to " property damage" included in the " products - completed operations hazard."

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph ( 14) of the exclusion entitled Personal and Advertising Injury:

Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance.

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ORIGINAL'
SB146932G
Ed. 10- 19)

3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following:

The most we will pay under Business Liability for damages because of " property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of:
a. $ 1, 000,000; or
b. The Damage to Premises Rented to You Limit shown in the Declarations.

F. Personal and Advertising Injury — Discrimination or Humiliation

1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following:
h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is:
1) Not done intentionally by or at the direction of:
a) The insured; or
b) Any " executive officer," director, stockholder, partner, member or manager ( if you are a limited liability company) of the insured; and
2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured.

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions:
15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale; rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. 16) Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. 17) Fines or Penalties
NW
Fines or penalties levied or imposed by a governmental entity because of discrimination.

3. This provision ( Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by 0 endorsement.

G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of " Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following:
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor.

H. Waiver of Subrogation — Blanket
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a written contract that requires such a waiver.

All other terms and conditions of the Policy remain unchanged.

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WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 07 00 A Ed. 04- 19)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — BLANKET

CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization for which you perform work under a written contract that requires you to obtain this agreement from us.

The premium charge for this endorsement shall be 3% of the Worker' s Compensation premium, subject to a minimum premium charge of $ 500.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06/ 16/ 2024 Policy No. PEG504602821 Insured Meyer Civil Engineering, Inc.

Insurance Company Preferred Employers Insurance Company Countersigned by
WC 99 07 00 A 1 of 1
Ed. 04- 19)
Endorsement No. 0
Premium $ 1, 584
Authorized Representative a
QIkke
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RIGINP. L
POLICY NUMBER } INSURED NAb1E' AND ADDRESS
B 6011257559 MEYER CIVIL ENGINEERING , INC
11200 RIVER RUN BLVD STE 102
BAKERSFIELD, CA 93311- 3686

ADDITIONAL INTEREST SCHEDULE
LOCATION 1 BUILDING 1
The following has been added to your policy effective 01/ 06/ 2024 Type: Notice of Cancellation or Material Coverage Change Additional Interest Name and Address:

CITY OF BAKERSFIELD
1501 TRUXTUN AVENUE
BAKERSFIELD , CA 93301
K
INSURED Page 4 c € 5.

ORIGINAL

ADMINISTRATIVE REPORT
MEETING DATE: June 25, 2025 AGENDA CATEGORY: Consent-Agreements TO: Honorable Mayor and City Council
FROM: Kevin Albertson, Fire Chief
DATE: June 13, 2025
SUBJECT: Agreement for Instructional Services and MOU to maintain, upgrade and operate the Olive Drive Fire Training Facility

1. Agreement for Instructional Services between the Kern Community College District and the City of Bakersfield and the County of Kern

2. Memorandum of Understanding to maintain upgrade and operate the Olive Drive Fire Training Facility. (City of Bakersfield – County of Kern – Kern Community College District) RECOMMENDATION:

Staff recommends approval of Agreement and Memorandum of Understanding.

BACKGROUND:

The Bakersfield and Kern County Fire Departments own and operate a joint training facility called the Olive Drive Fire Training Facility (ODFTF). The facility is used for firefighter academies, mandated training, and specialized classes such as hazardous materials and technical rescue. College credits are earned through Bakersfield College, which supports the facility through funding for instructors and administrative assistance.

The Agreement and Memorandum of Understanding (“MOU”) relate solely to the oversight and operation of ODFTF, are separate from, and have no impact on or direct correlation to the City of Bakersfield budget. The ODFTF Agreement and MOU are reviewed and updated as necessary every five (5) years. The previous Agreement and MOU were signed on October 13, 2016, and the newly signed Agreement and MOU will be in effect until 2030.
1) Agreement between the City of Bakersfield, County of Kern, and Bakersfield College for instructional services between the College District and the City and County Fire Departments and for each party to collaborate and provide vocational/occupational training programs, classes, and in-service training for college credit at ODFTF, Bakersfield College, and the Weill Institute under Title 5 California Code of Regulations.
2) MOU between the City of Bakersfield, County of Kern, and Bakersfield College to jointly maintain, and operate ODFTF for educational programs and training in fire technology. The MOU sets forth the rights, duties, and responsibilities of each with respect to the operation, maintenance, and use of ODFTF; establishes an ODFTF Committee comprised of members from each agency, to direct and monitor the operations and activities of ODFTF, facilitate educational programs in training, prepare an Annual Operating Plan, and maintain the budget.

FISCAL IMPACT:

The action to enter into the MOU will have is no fiscal impact, as the City is not being asked for any contributions in this project or direct correlation to the City of Bakersfield budget.

COUNCIL GOAL:

Innovative and Efficient City Government
ATTACHMENTS:

1. Agreement for Instructional Services between the Kern Community College District and the City of Bakersfield and the County of Kern

2. Memorandum of Understanding to maintain upgrade and operate the Olive Drive Fire Training Facility. (City of Bakersfield – County of Kern – Kern Community College District)

ADMINISTRATIVE REPORT
MEETING DATE: June 25, 2025 AGENDA CATEGORY: Consent - Agreements TO: Honorable Mayor and City Council
FROM: Zachary Meyer, Public Works Director
DATE: April 15, 2025
SUBJECT: Agreements with Willdan (ESCO) for Investment Grade Audit and Development and Implementation of Energy Efficiency Projects:

1. Agreement with Willdan Energy Solutions (no compensation at this time) to perform a preliminary Investment Grade Audit of City-wide facilities to develop energy savings projects.

2. Agreement with Willdan Energy Solutions (not to exceed $52,500) to perform an Investment Grade Audit to find energy savings related to Zero Emissions Infrastructure for the City’s Fleet Services Division.

RECOMMENDATION:

Staff recommends approval of the agreements.

BACKGROUND:

Staff is recommending the approval of two agreements pertaining to complementary scopes of work. The first agreement is for a Multi-Phase Investment Grade Audit and Energy Savings Performance Contracts, while the second pertains to a Zero Emissions Infrastructure for the Fleet Services Division. The approval of these agreements will establish a crucial foundation for the development of Investment Grade Audits (IGAs), focused on identifying and advancing potential energy efficiency and energy savings projects, thereby enabling the City to realize cost savings.

Multi-Phase Investment Grade Audit and Energy Savings Performance Contracts On July 31, 2024, the Public Works Department issued a Request for Qualifications (RFQ) for qualified Energy Services Companies (ESCOs) to execute an Investment Grade Audit (IGA) and identify, develop, and potentially implement Energy Efficiency Capital Improvement Projects using the Design-Build method. This multi-phase, turnkey energy efficiency program includes:
 Energy auditing and benchmarking
 Design, engineering, and permitting
 Construction and implementation
 Performance monitoring and ongoing services
Eight proposals were received. A selection committee, using RFQ-defined criteria—including approach, experience, references, qualifications, and overall proposal quality—shortlisted three firms: ENGIE Services U.S. Inc., Noresco LLC, and Willdan. These firms participated in Oral Appraisal Interviews on October 24, 2024.

Willdan received the highest score (91.25) and was selected to proceed. The engagement includes three phases:

Phase 1: Preliminary Investment Grade Audit Analysis
Willdan will conduct a city-wide preliminary analysis of buildings, facilities, and infrastructure to evaluate potential energy and cost-saving measures. The City incurs no cost for this phase.

Phase 2: Detailed Investment Grade Audit
If the City elects to continue, Willdan will develop detailed scopes of work, guaranteed maximum pricing, projected savings, funding options, and schedules. A not-to-exceed fee of $289,761 applies only if the City does not proceed with any project. If the City moves forward with one or more projects, there is no fee for the IGA.

Phase 3: Project Selection and Potential Contracting
If implementation costs are offset by avoided expenses, the City may enter into an Energy Savings Performance Contract (ESPC) with Willdan. The City is only responsible for the IGA fee if no project moves forward.

Upon Council approval for this agreement, staff will issue a notice-to-proceed for only Phase 1 at this time.

Staff will bring this item back to City Council after Phase 1 is completed and appropriate funds in the Public Work’s Capital Improvement Program prior to moving forward into Phase 2.

Zero Emissions Infrastructure for the City’s Fleet Services Division The scope of the RFQ also includes developing an IGA for converting the City Fleet to Zero-Emission alternatives and deploying Electric Vehicle (EV) charging infrastructure. This effort supports compliance with California Air Resources Board (CARB) regulations such as:
 Advanced Clean Fleets Rule
 Zero-Emission Forklift Regulations
 Advanced Clean Cars II
 Small Off-Road Engine (SORE) Regulations
Services include:
 Fleet decarbonization planning
 Conceptual infrastructure design
 Final design of selected upgrades
 Energy and maintenance savings estimates
 Construction cost projections
Upon completion of the IGA, If the City proceeds with at least one developed project, there is no cost. If not, a not-to-exceed fee of $52,500 applies.

FISCAL IMPACT:

There is no fiscal impact for Phase 1 of the preliminary investment grade audit for City-wide facilities.

Phase 1 of the project includes the Zero Emissions Infrastructure and Fleet Investment Grade Audit, the City has secured a $379,310 grant from the U.S. Department of Energy through the Energy Efficiency and Conservation Block Grant Program. This funding supports the Zero Emissions IGA and serves as a financial safeguard in the event the City does not proceed with implementation.

COUNCIL GOAL:

Reliable Infrastructure
ATTACHMENTS:

1. COB-Willdan Multi-Phase IGA Agreement with Exhibits_Willdan signed

2. COB-Willdan Zero Emissions IGA_Willdan signed
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INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 1 of 15 Updated – October 29, 2024
AGREEMENT NO. ___________________

INDEPENDENT CONTRACTOR'S AGREEMENT

FOR MULTI-PHASE PROJECT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“AGREEMENT”) is made and entered into on ___________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and WILLDAN ENERGY SOLUTIONS, a California corporation with California state contractor’s license number 1065713, authorized to do business in California (referred to herein as “CONTRACTOR”).

Detailed IGA and Presentation Reports,” attached hereto and incorporated herein by reference; and
WHEREAS, if the CITY proceeds with the Phase 2 Scope of Work as set forth in this Agreement, CONTRACTOR shall provide CITY with the IGA results in the form of a presentation and corresponding proposals for certain PROJECTS which are designed to meet the energy savings requirements of California Government Code §4217.10 et seq.; and
WHEREAS, if the proposed PROJECTS are acceptable to CITY, subject to approval by the City Council in a duly noticed public meeting in accordance with California Government Code §4217.10 et seq, the Parties hereby intend to enter into one or more Energy Savings Performance Contracts (each an “ESPC”) with CONTRACTOR to design, engineer, procure, construct, install, and commission the proposed PROJECTS, and to provide such other services as necessary to achieve energy and operational savings for the identified PREMISES; and
WHEREAS, the Parties mutually understand and agree that nothing in this Agreement is intended to bind the CITY to proceed with the Phase 2 Scope of Work or future execution of any particular PROJECT or ESPC, nor shall this Agreement be construed as such; and
WHEREAS, CONTRACTOR has an adequate number of properly licensed and experienced employees on its staff to accomplish the tasks set forth in this AGREEMENT and to deliver the SERVICES to the CITY; and
WHEREAS, CITY is authorized under the laws of the State of California to enter into this AGREEMENT for the purposes set forth herein; and NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:

1. SCOPE OF WORK. The Parties hereby agree that CONTRACTOR shall provide the SERVICES to CITY in phases, as follows:

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INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 3 of 15 Updated – October 29, 2024
Phase 1: Preliminary IGA Analysis
(A) As described in Exhibit B, the CONTRACTOR will perform a citywide preliminary analysis (the PRELIM) at the PREMISES to identify and evaluate the anticipated cost savings to be generated by proposed energy measures, generation opportunities, and other improvements at the PREMISES. The CITY reserves the right, at its sole discretion, to elect not to move forward with Phase 2 or any subsequent phase of this AGREEMENT.
(B) The Phase 1 PRELIM will commence upon formal Notice-toProceed (“NTP”) from the CITY and shall be completed within six (6) months, unless otherwise mutually agreed by the Parties.

Phase 2: Detailed IGA and Presentation Reports
(A) If and to the extent CITY decides to move forward with Phase 2 of the SERVICES as described in Exhibit D, CONTRACTOR will perform an IGA of the PREMISES to further design and develop the scope of work for proposed PROJECTS.
(B) For the IGA, CONTRACTOR will: develop and design proposed PROJECTS scope(s) of work; conduct preconstruction activities; manage competitive subcontractor pricing process; establish a guaranteed maximum price (“GMAX”) for the selected
PROJECTS; finalize cost savings anticipated to be generated by the selected PROJECTS; determine possible grants, incentives, and other funding sources; produce pro forma, cash flow, and financing scenarios; develop preliminary project schedule(s) and implementation planning; provide final presentation reports for CITY consideration; and produce other pertinent information for CITY to make decisions on which PROJECTS to move forward with turnkey implementation. These SERVICES will be included in the CONTRACTOR’s final Phase 2 proposal and presentation for the PROJECTS.
(C) The Phase 2 IGA will commence upon agreement of the PROJECTS to be included and formal Notice-to-Proceed (“NTP”) from the CITY, and shall be completed within eight (8) months, unless otherwise mutually agreed by the Parties.
(D) As a final presentation of the IGA, CONTRACTOR will propose a GMAX for one or more ESPCs or other design-build contract(s) with CONTRACTOR upon delivery of the completed IGA.

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Phase 3: Project Selection and Potential Subsequent Contracting (A) If the CONTRACTOR’s Phase 2 IGA Report and Presentation Proposal—which shall be presented to CITY personnel possessing the requisite technical training and expertise to evaluate the Proposal(s)—is deemed satisfactory by the CITY, and if the CITY determines that the anticipated cost for implementing the PROJECTS described therein is less than the anticipated cost to CITY for thermal, electrical, and other energy, together with the associated operational, maintenance, and other costs that would otherwise be consumed in the absence of the PROJECTS, in compliance with California Government Code §§4217.10 through 4217.18, then the CITY intends to enter into one or more ESPCs with the CONTRACTOR for the implementation of the PROJECTS, only if and to the extent such ESPC(s) are approved by CITY’S City Council at a duly noticed public meeting in accordance with applicable law. CITY is under no obligation to execute an ESPC with CONTRACTOR.
(B) As part of the contemplated Phase 3 Project Selection process, CITY may request, and upon request the CONTRACTOR shall provide, a guarantee, based on industry standards for
Measurement and Verification (“M&V”), of the savings
anticipated to be generated by the PROJECTS over the useful life of the improvements. Any such election and engagement shall be memorialized in the ESPC for the applicable PROJECT, subject to final approval by the City Council as set forth above.

2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work (“COMPENSATION”):

Phase 1: Preliminary IGA Analysis
(A) Phase 1 City-Wide Preliminary IGA Analysis: CITY is under no obligation to pay for the PRELIM analysis scope of work and project planning service. The CITY shall be under no obligation to pay for Phase 1, which is hereby designated as NOT TO EXCEED ZERO DOLLARS ($0.00).

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Phase 2: Detailed IGA and Presentation Reports
(A) Phase 2 IGA and Presentation Reports: If and to the extent CITY elects to proceed with Phase 2 herein, CONTRACTOR shall be compensated a total amount not-to-exceed TWO HUNDRED

EIGHTY-NINE THOUSAND SEVEN HUNDRED SIXTY-ONE DOLLARS
($289,761) (hereafter referred to as the “Backout Fee,” which shall fully compensate CONTRACTOR for project development, design, planning, and subconsultant costs incurred by
CONTRACTOR to complete the IGA services, reports, and
PROJECT proposals for the CITY set forth in Exhibit D.
(B) Backout Fee Provisions
1) Notwithstanding the above, the CITY shall be obligated to pay the Backout Fee ONLY if the CITY elects not to move forward with any of the proposed PROJECTS or
improvements presented in the final IGA contemplated
herein as Phase 3.
2) In the event the CITY chooses to proceed with at least one PROJECT from the IGA under an ESPC or other design-build contract with CONTRACTOR, the CITY shall have no
obligation to pay the Backout Fee described in subsection (A) above.
3) Under no circumstance shall the Backout Fee, or any
portion thereof, be billed, credited, or otherwise included in any future project costs, including but not limited to staff hourly rates or other direct or indirect costs, if the CITY elects to move forward with one or more PROJECTS of any
agreement amount.

Phase 3: Project Selection and Potential Subsequent Contracting (A) Project Selection and Approval: If the CONTRACTOR’s Phase 2 IGA Report and Presentation Proposal is deemed satisfactory by the CITY, the CITY, subject to formal approval by the CITY Council at a duly noticed public meeting, intends to proceed with one or more PROJECTS by entering into a subsequent ESPC or designbuild contract with the CONTRACTOR. Acceptance of the proposed GMAX and PROJECT proposal(s) shall be memorialized in a separate agreement, and the CITY shall have no obligation to proceed with any PROJECT unless expressly agreed to in such JROBERTSON\38580.00001\5035340.15
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subsequent contract. The Parties agree that CITY shall be under no obligation to further compensate CONTRACTOR for Phase 3 under this Agreement, as any such compensation shall be set forth in a future agreement(s).
(B) In the event the CITY does not proceed with any PROJECTS proposed in the Phase 2 IGA, the CITY shall be obligated to pay the Backout Fee as set forth in the Backout Fee provisions of Phase 2, above. Under no circumstances shall any portion of such IGA fee be incorporated into, or billed as part of, any future project costs, including but not limited to staff hourly rates or other direct or indirect costs if any proposed project is approved in a separate agreement.

3. TERM. Unless terminated sooner, as set forth herein, this AGREEMENT shall terminate on June 30, 2027. This AGREEMENT is renewable for an additional ONE (1) year period upon mutual written agreement between both parties.

CONTRACTOR shall notify CITY in writing immediately of any delay or anticipated delay in CONTRACTOR’s performance of this AGREEMENT due to causes or circumstances beyond the reasonable control of CONTRACTOR. Notice shall include the reason for and anticipated length of the delay, and the date of performance shall be extended for a period equal to the time lost by reason of the delay. Examples of such possibly excusable delays are natural calamities, strikes and boycotts, war or civil unrest or governmental actions and other events that are commonly deemed force majeure events.

4. TERMINATION. Either party may terminate this AGREEMENT after giving the other party written notice, as provided herein, ten days before the termination is effective.

5. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR’s sole cost, comply with all applicable requirements of CITY, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this AGREEMENT, and shall faithfully observe, in all activities relating to or growing out of this AGREEMENT, all applicable CITY ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.

6. INDEPENDENT CONTRACTOR. This AGREEMENT calls for CONTRACTOR’s performance of the SERVICES as an independent contractor.

CONTRACTOR is not an agent or employee of the CITY for any purpose and JROBERTSON\38580.00001\5035340.15
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is not entitled to any of the benefits provided by CITY to its employees. This AGREEMENT shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.

7. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the SERVICES described herein are performed.

8. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the SERVICES under this AGREEMENT.

9. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.

10. KEY PERSONNEL. CONTRACTOR shall name all key personnel to be assigned to perform the SERVICES. All key personnel shall be properly licensed and have the experience to perform the SERVICES called for under this AGREEMENT.

11. GOVERNMENT CODE §1097.6. In accordance with California Government Code §1097.6(c)(1), CONTRACTOR’s duties and services under this AGREEMENT shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of the PROJECTS.

CONTRACTOR’s participation in the planning, discussions, or drawing of project plans or specifications for any subsequent or additional contract shall be limited to conceptual, preliminary, or initial plans or specifications.

CONTRACTOR shall cooperate with CITY to ensure that bidders (if CITY elects to utilize a bidding process) for a subsequent contract on any subsequent phase of the PROJECTS have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONTRACTOR pursuant to this AGREEMENT.

12. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this AGREEMENT any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the SERVICES. If CONTRACTOR is a corporation, at least one officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one partner shall hold the required licensees or professional degrees.

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13. STANDARD OF PERFORMANCE. The SERVICES shall be performed in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California.

14. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this AGREEMENT, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in such chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5.

It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

15. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this AGREEMENT shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this AGREEMENT.

16. INSURANCE.

16.1 Types and Limits of Insurance. In addition to any other insurance or security required under this AGREEMENT, CONTRACTOR must procure and maintain, for the duration of this AGREEMENT, the types and limits of insurance below ("Basic Insurance Requirements").

16.1.1 Automobile liability insurance, providing coverage for owned, non-owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence.

16.1.2 Commercial general liability insurance, unless otherwise approved by CITY’s Risk Manager, providing coverage on
an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per occurrence.

The policy must:

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16.1.2.1 Provide contractual liability coverage for the terms of this AGREEMENT;

16.1.2.2 Provide products and completed operations
coverage;

16.1.2.3 Provide premises, operations, and mobile
equipment coverage; and

16.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.

16.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:

I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self-insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.

By executing this AGREEMENT, CONTRACTOR is submitting the certification required above.

The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.

16.2 General Provisions Applying to All Insurance Types.

16.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. Subject to CITY’s advance approval,
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all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self-insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.

16.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of CONTRACTOR’s insurance and must not
contribute with it.

16.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A-:VII. Any deductibles, self-insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this AGREEMENT, or insurance rated below Best’s A-:VII, must be declared prior to execution of this AGREEMENT and approved by CITY in writing.

16.2.4 The insurance required in this section must be maintained until the SERVICES are satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.

16.2.5 Full compensation for all premiums which the CONTRACTOR is required to pay to satisfy the Basic Insurance
Requirements shall be considered as included in the prices paid for the performance of the SERVICES, and no
additional allowance will be made therefor or for additional premiums which may be required by extensions of the
policies of insurance.

16.2.6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this AGREEMENT.

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16.2.7 CONTRACTOR shall require each subcontractor to maintain such levels and types of insurance coverage as are
appropriate for the SERVICES to be performed by such
subcontractor.

17. THIRD PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third party claims relating to this AGREEMENT. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification.

18. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all third-party liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, to the extent arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors, companies, or subcontractors in the performance of this AGREEMENT, except to the extent caused by the negligence or misconduct of an indemnified party.

19. LIMITATION ON LIABILITY. The liability of a defaulting party, in connection with this agreement or any analysis, report, recommendations, or other deliverables provided hereunder, will be limited to direct, actual damages.

Neither party shall be liable to the other party for any special, indirect, incidental or consequential damages whatsoever, whether in contract, tort (including negligence) or strict liability, including, but not limited to, operational losses in the performance of business such as any increase in operating expense.

20. ASSIGNMENT. Neither this AGREEMENT nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this AGREEMENT (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.

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costs incurred in performance of this AGREEMENT. Such records and documentation shall be kept at CONTRACTOR's office during the term of this AGREEMENT, and for a period of three years from the date of the final payment hereunder.

22. BINDING EFFECT. The rights and obligations of this AGREEMENT shall inure to the benefit of, and be binding upon, the parties to the AGREEMENT and their heirs, administrators, executors, personal representatives, successors and assigns.

23. CORPORATE AUTHORITY. Each individual signing this AGREEMENT on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this AGREEMENT.

24. COUNTERPARTS. This AGREEMENT may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.

25. EXECUTION. This AGREEMENT is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this AGREEMENT. Section 1654 of the California Civil Code shall not apply to the interpretation of this AGREEMENT.

26. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this AGREEMENT and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this AGREEMENT shall prevail. All exhibits to which reference is made in this AGREEMENT are deemed incorporated in this AGREEMENT, whether or not actually attached.

27. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this AGREEMENT and the intent of the parties to this AGREEMENT.

28. GOVERNING LAW. The laws of the State of California will govern the validity of this AGREEMENT and its interpretation and performance. Any litigation arising in any way from this AGREEMENT shall be brought in Kern County, California.

29. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.

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30. MERGER AND MODIFICATION. This AGREEMENT sets forth the entire agreement between the parties and supersedes all other oral or written representations. This AGREEMENT may be modified only in a writing approved by the City Council and signed by all the parties.

31. NON-INTEREST. No CITY officer or employee shall hold any interest in this AGREEMENT (California Government Code section 1090). The parties hereto agree that CONTRACTOR, and any agents and employees of CONTRACTOR, is acting in an independent capacity in the performance of this AGREEMENT, and not as a public official, officer, employee, consultant, or agent of CITY for purposes of conflict of interest laws or any other applicable law.

32. NOTICES. All notices relative to this AGREEMENT shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:

CITY: CITY OF BAKERSFIELD

CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
CONTRACTOR: WILLDAN ENERGY SOLUTIONS
Attention: Micah Chen
2401 East Katella Avenue, Suite 300
Anaheim, CA 92806

33. RESOURCE ALLOCATION. All CITY obligations under the terms of this AGREEMENT are subject to the appropriation and allocation of resources by the City Council. In the event no CITY funds (or other funds), or insufficient CITY funds (or other funds), are appropriated and budgeted for any future fiscal period in which payment will be due to CONTRACTOR under this AGREEMENT, and funds are otherwise unavailable by any means whatsoever in such future fiscal period, then the CITY will, not less than thirty (30) days prior to the beginning of such future fiscal period, notify CONTRACTOR in writing of such occurrence, and this AGREEMENT will terminate on the last day of the fiscal period for which appropriations were made, without penalty or expense to the CITY of any kind whatsoever, except as to the portions of payments herein agreed, for which CITY funds and/or other funds will have been appropriated and budgeted or are otherwise available.

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34. OWNERSHIP OF CERTAIN PROPRIETARY PROPERTY RIGHTS. CITY shall not, by virtue of this AGREEMENT, acquire any interest in any Phase 2 IGA Report or any other formulas, patterns, devices, secret inventions or processes, copyrights, patents, other intellectual or proprietary rights, or similar items of property which are or may be used in connection with the IGA. All Phase 2 IGA Reports and other data, reports, proposals, plans, specifications, flow sheets, drawings, and other work products (collectively, the “Instruments of Service”) furnished directly or indirectly, in writing or otherwise, to CITY by CONTRACTOR under this AGREEMENT will remain CONTRACTOR’s property and may be used by CITY only for the Project. CONTRACTOR will be deemed the author and owner of such Instruments of Service and will retain all common law, statutory and other reserved rights, including copyrights.

The Instruments of Service may not be used by CITY for future additions or alterations to the Project or for other projects, without the prior written agreement of CONTRACTOR. Any unauthorized use of the Instruments of Service will be at CITY’s sole risk and without liability to CONTRACTOR. If CITY uses the Instruments of Service for implementation purposes, including additions to or completion of the Project, without the written permission of CONTRACTOR, CITY agrees to waive and release, and indemnify and hold harmless, CONTRACTOR, its subcontractors, and their directors, employees, subcontractors, and agents from any and all claims, losses, and other liabilities associated with or resulting from such use.

35. TAX NUMBERS.

CONTRACTOR’s Federal Tax ID Number: 14-1951112
CONTRACTOR is a corporation? Yes
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date first written above.
"CITY" “CONTRACTOR”

CITY OF BAKERSFIELD WILLDAN ENERGY SOLUTIONS
By: ___________________________ By: ______________________________ KAREN GOH Name:

Mayor Title:

APPROVED AS TO CONTENT:

PUBLIC WORKS DEPARTMENT
By:_______________________________

ZACHARY MEYER
Public Works Director
APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney
By:___________________________
ASHLEY E. ZAMBRANO
Deputy City Attorney II
Insurance:____________
COUNTERSIGNED:

By:_______________________________

RANDY MCKEEGAN
Finance Director
Attachments: Exhibit A – Request for Qualifications (RFQ) for Design-Build Energy Services Exhibit B – Phase 1 Scope of Work: Preliminary IGA Analysis Exhibit C – List of Premises
Exhibit D – Phase 2 Scope of Work: Detailed IGA & Presentation Reports Aaron Etzkorn
President
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INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000
Updated – October 29, 2024
Exhibit A
Request for Qualifications (RFQ) for Design-Build Energy Services for the City of Bakersfield
1 Request for Qualifications (RFQ)
Professional Contracting Services for
Design-Build Energy Services for the City of Bakersfield Issued: July 31, 2024
Pre-Proposal Meeting: August 6, 2024, at 2:00pm
Due: August 21, 2026, at 5 p.m. Pacific Standard Time
Contact: Apryl Tovar, Public Works Department
(661) 326-3722
[email protected]
2 Request for QualificaƟons
Design-Build Energy Services Request for QualificaƟons
Respondents to the Request for QualificaƟons (RFQ) are specifically directed not to contact any City personnel other than the contact person indicated above. It is suggested that you send a single email inquiry if there are mulƟple quesƟons concerning the scope of professional services required.

Respondents to the Request for QualificaƟon (RFQ) are encouraged to aƩend the opƟonal Preproposal meeƟng for informaƟon about the Project outlined below.

HOW TO RESPOND TO THIS RFQ:

NOTICE IS HEREBY GIVEN that Request for QualificaƟon (RFQ) are invited by the City of Bakersfield, California for specificaƟons to provide DESIGN-BUILD ENERGY SERVICES.

Statement of QualificaƟons (SOQ) must be delivered to:

City of Bakersfield Purchasing Division, City Hall North 1600 Truxtun Ave., Second Floor
Bakersfield, CA 93301
The SOQ, or Proposals, must be received no later than:

August 21, 2024, at 5:00pm Pacific Standard Time
Each proposal needs to include 3 hard copies and 1 digital copy of your proposal.

All envelopes/shipping boxes are to be clearly marked as follows:

RESPONSE TO REQUEST FOR QUALIFICATIONS

DESIGN-BUILD ENERGY SERVICES
DUE DATE: This proposal is subject to a 21-day response period. ConsideraƟon has been included for mail delivery and holidays in calculaƟng the response date. Proposers are solely responsible for ensuring Ɵmely receipt of proposals and responses received aŌer the Due Date will not be considered.

The postmark date will not consƟtute a Ɵmely delivery.

The proposal must arrive at the address noted above before 5:00 pm on the closing date listed below to be considered for this Project.

Listed below are specific and esƟmated dates and Ɵmes of acƟons related to this RFQ. The acƟons with specific dates must be completed as indicated unless otherwise changed. If it becomes necessary to change any of the specific dates and Ɵmes in the calendar of events listed below, an addendum to the RFQ will be issued.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 3 The City of Bakersfield reserves the right to reject any or all proposals, or porƟon thereof, received in response to the RFQ and to waive technicaliƟes and informaliƟes when such waiver is determined by the City of Bakersfield to be in the City’s best interest.

Proposers should be aware that any records they submit to the City of Bakersfield or that are used by the City of Bakersfield, even if the proposers possess the records, may be public records under the California Public Records Act. The City of Bakersfield must promptly disclose public records upon request unless a statute exempts them from disclosure. Proposers should also be aware if even a porƟon of a record is exempt from disclosure, generally, the rest of the record must be disclosed.

If the proposer believes that porƟons of a proposal consƟtute trade secrets or confidenƟal commercial, financial, geological, or geophysical data, then the proposer must so specify by, at a minimum, stamping in bold red leƩers the term "CONFIDENTIAL" on that part of the proposal which the proposer believes to be protected from disclosure. The proposer must submit in wriƟng specific detailed reasons, including any relevant legal authority, staƟng why the proposer believes the material to be confidenƟal or a trade secret. Vague and general claims as to confidenƟality will not be accepted.

The City of Bakersfield will be the sole judge as to whether a claim is general and/or vague in nature.

All offers and parts of offers that are not marked as confidenƟal may be automaƟcally considered public informaƟon aŌer the contract is awarded. The proposer is hereby put on noƟce that the City of Bakersfield may consider all or parts of the offer public informaƟon under applicable law even though marked confidenƟal.

Important Dates Date
City issues RFQ July 31st, 2024
OpƟonal Pre-Proposal Conference August 6th, 2024
SOQ Due August 21st, 2024
Proposal Ranks are Released September 4th, 2024
Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 4 I. INTRODUCTION
The City of Bakersfield is inviƟng Statements of QualificaƟons (SOQ) from qualified Energy Services Companies (ESCOs) and other qualified organizaƟons for comprehensive Design-Build services.

Other qualified organizaƟons are defined as organizaƟons that have completed large-scale projects uƟlizing California Government Code secƟon 4217.10. These services include the implementaƟon of energy conservaƟon, energy efficiency, energy generaƟon, and related energy capital improvements, at specified City faciliƟes. This iniƟaƟve aligns with the City's objecƟves under California Government Code secƟon 4217.10 et seq. and aims to facilitate significant advancements in areas such as Fleet TransiƟon & EV Charging FaciliƟes, StreetlighƟng, Wastewater Energy ProducƟon/Use, Solar and BaƩery InstallaƟons, Building HVAC and LighƟng Improvements, and other innovaƟve projects that contribute to the city's goals.

The City of Bakersfield intends to uƟlize the progressive Design-Build process as outlined in California Public Contract Code secƟon 22185 et seq. (Senate Bill 706), without providing upfront capital. Instead, it is anƟcipated that the savings generated from the implemented conservaƟon and efficiency measures will finance the project costs over their useful life. The City of Bakersfield is open to other mechanisms to fund potenƟal projects.

The City of Bakersfield may select more than one company for Design-Build Energy Services. An accepted approach is to have selected PROPOSER(s) engage in an Investment Grade Audit (IGA) and establish a Guaranteed Maximum Price (GMAX) for various proposed projects. However, the City of Bakersfield is open to review of any proposals that meet project goals. If an agreement on the GMAX (or other relevant metric) is reached, the City of Bakersfield may award an agreement to the ESCO or other qualified proposer to finalize the design and commence construcƟon. However, if an agreement is not reached or the City of Bakersfield decides not to proceed with the original contract scope, it reserves the right to seek alternaƟve proposals for the remaining work, either from other proposers or through a compeƟƟve proposal process, based on best value.

Selected PROPOSER(s) may engage in a different approach to plan, assess, and develop a project scope if an IGA is not necessary. This is dependent on the selected PROPOSER(s) recommended approach to complete a project and complete the overall goals outlined in this RFQ.

Please note when this RFQ refers to an ESCO, it is implied that this term includes other qualified organizaƟons that conduct energy savings projects. This RFQ also highlights the intended project approach of conducƟng an IGA, idenƟfying a GMAX, and using energy savings to finance a project.

Please note the City of Bakersfield may allow other forms of assessing, planning, and financing a project that ulƟmately leads to a design-build project the yields the City of Bakersfield energy savings, fuel savings, operaƟonal savings, or staff Ɵme.

Proposals must adhere to both general and special requirements as sƟpulated in this Request for QualificaƟons (RFQ). The City's Public Works department will oversee the solicitaƟon process, seeking innovaƟve and effecƟve proposals from ESCOs and other qualified organizaƟons capable of providing the listed Design-Build Energy Services. This iniƟaƟve underscores the City of Bakersfield's commitment to enhancing the quality and efficiency of its public faciliƟes and services.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 5 II. BACKGROUND
Located in the southern end of California's Central Valley, Bakersfield is a Charter City operaƟng under the council-manager form of government. The City of Bakersfield has a robust workforce of approximately 2,000 employees and manages annual expenditures of around $788 million.

Bakersfield is roughly 110 miles northeast of Los Angeles, making it a significant hub for agriculture, energy producƟon, and distribuƟon in the region. With a growing and diverse populaƟon of approximately 400,000, Bakersfield offers a mix of suburban and semirural living across its 151 square miles of incorporated territory.

The City of Bakersfield currently expends a substanƟal porƟon of its budget on uƟlity costs. As such, the City of Bakersfield is seeking the services of a qualified ESCO or other qualified organizaƟon to provide comprehensive Design-Build and related services for implemenƟng energy-related improvements and usage reducƟon measures under the authority of California Government Code secƟon 4217.10 et seq. (SecƟon 4217.10). The specific City faciliƟes and the scope of the Project being considered are detailed in SecƟon III of this RFQ, with the City aiming to implement the Project (or porƟons of it) in order to reduce energy costs of City faciliƟes, applying the annual guaranteed cost savings to finance the Projects and create long term savings. While using guaranteed cost savings is desirable by the City, the City may use other mechanisms to fund projects at its discreƟon.

The selected organizaƟons will be expected to conduct a thorough assessment of the City’s faciliƟes and exisƟng infrastructure to idenƟfy and evaluate the expected cost savings generated by the energy measures or improvements. Following this, the organizaƟon will define the scope of work, total cost, and guaranteed savings generated by the proposed Project. Design and preconstrucƟon acƟviƟes will commence to establish a GMAX for the project which could be financed or paid for enƟrely by cost savings generated by the Project. If the City of Bakersfield and ESCO reach an agreement as to the GMAX, the City may authorize the PROPOSER to complete the remaining design and proceed with the construcƟon of the Project. ConstrucƟon will be condiƟonal upon the City obtaining and approving funding for the Project as described in SecƟon 4217.10. Following compleƟon of the Project, PROPOSER will be expected to guarantee the savings generated by the Project over the useful life of the improvements.

As provided in Public Contract Code secƟon 22185 et seq., if the City and the selected PROPOSER are unable to reach an agreement on the GMAX, or if the City elects not to authorize the PROPOSER to complete design and construcƟon work for the Project, the City may solicit proposals to complete the Project from other Responding ParƟes to this RFQ. AlternaƟvely, the City also may formally solicit proposals from other enƟƟes and award a contract on a best-value basis, subject to the City making a wriƩen determinaƟon that it is in its best interests to do so. These Project delivery opƟons should be considered and built into PROPOSER’s project delivery and cost assumpƟons. The Project (or porƟons thereof) may be subject to individual negoƟaƟons for price and scope. The City is seeking the experƟse and input from PROPOSER on approaches to achieve reducƟons in energy expenses at the designated faciliƟes and accordingly are invited to provide suggesƟons and recommendaƟons to the City on the feasibility, structure, and preliminary findings to achieve those savings.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 6 III. SCOPE OF WORK
The City of Bakersfield is inviƟng proposals from qualified ESCOs, or other qualified firms, to provide comprehensive Design-Build services for the implementaƟon of energy and water efficiency projects within City faciliƟes. This project has two phases: Phase 1 is an Investment Grade Audit (or plan and assessment) agreement, and Phase 2 is a separate design-build contract. PROPOSERS are encouraged to propose energy-saving projects, with a preference for EV infrastructure implementaƟon, street lighƟng, and other city faciliƟes. If the City approves Contractor’s proposals and chooses to move forward with them, a subsequent design-build contract may be established.

This RFQ is structured to uƟlize guaranteed savings from improved uƟlity conservaƟon measures and cost reducƟon strategies to fund infrastructure improvements, under the framework of California Government Code secƟons 4217.10-4217.18.

A. Project Sites
a. 14 Fire StaƟons
b. All Police FaciliƟes including BPD Property Room
c. City Hall North
d. City Hall South / Public Works Annex
e. CorporaƟon Yard Building A, B, C, D, and Break Room
f. Streetlights without LED upgrades
g. Sewer and Storm LiŌ StaƟons
h. Wastewater Treatment Plant No. 2
i. Wastewater Treatment Plant No. 3
j. Mt. Vernon Organics Recovery Facility
k. Mechanics Bank Arena and ConvenƟon Center
l. Valley Children's Ice Center
m. Development Services Building
n. Water Resources AdministraƟon Building
o. Water Wells and Water Pumps
B. PotenƟal Projects
a. Citywide Facility Assessment of all other faciliƟes: Comprehensive assessment of all city faciliƟes to idenƟfy potenƟal energy and renewable energy opportuniƟes. b. Specific Site Upgrades: Focus on energy efficiencies and operaƟonal savings at key cityowned sites including the City CorporaƟon Yard, City Hall North/South/Annex, Police Department, Wastewater Treatment Plants, Water Resources faciliƟes, and R Street Community Center, and Other City Run FaciliƟes.
c. Projects include interior and exterior LED lighƟng upgrades, streetlight upgrades, HVAC replacements and controls, solar PV and baƩery installaƟons, and EV charging staƟons. d. Energy ConservaƟon Measures: ImplementaƟon of measures such as HVAC opƟmizaƟon, lighƟng retrofits, solar PV and baƩery installaƟon, and building automaƟon system upgrades. e. Renewable Energy InstallaƟons: Including solar PV systems and potenƟally other renewable sources based on-site assessments.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 7 C. Project Goals
The selected PROPOSER will develop, design, and build turnkey projects that incorporate the following elements:
a. Funding (including but not limited to): Provided through a guaranteed reducƟon in uƟlity costs, procurement of uƟlity incenƟves, tax credits/incenƟves, and/or federal and state energy grants. AssumpƟons for ongoing costs will include maintenance, repairs, and replacement post-compleƟon throughout its useful life.
b. Energy Efficiency: ReducƟon in overall energy consumpƟon and peak energy demands. c. OperaƟonal Savings: Significant reducƟon in maintenance and other operaƟonal costs to the City. System Upgrades: Upgrades, retrofits, or replacements of obsolete and/or inefficient systems.
d. Technological IntegraƟon: UƟlizaƟon of modern technology to achieve opƟmum performance and savings.
e. Employee Training: Offer training to employees on maintenance and repair of the newly installed equipment and systems.
f. Public and Environmental Benefits: Enhances public infrastructure and promotes environmental stewardship
g. Risk Management: Projects will pose minimal financial and technical risks to the City.

D. Scope of Services
Disclaimer of scope of services: The City of Bakersfield is interested in a wide range of potenƟal methodologies for addressing project goals. While the below scope of services is accepted, the City is open to any potenƟal methodologies proposed. As menƟoned above, ESCOs and all other relevant organizaƟons shall be considered for their approach to addressing project goals. a. Energy Assessment:

I. Conduct comprehensive energy assessments of the Project Sites to idenƟfy viable energy measures.

II. Develop and present lists of potenƟal energy-saving opportuniƟes.

III. Perform detailed energy savings calculaƟons, esƟmate retrofit costs, and calculate expected paybacks.

IV. Prepare comprehensive reports summarizing the assessment results and provide recommendaƟons based on these findings.

V. Offer "open book" models for energy and cost savings to facilitate City review and validaƟon.
b. Preliminary Design and Guaranteed Maximum Price Development:

I. Develop a project delivery approach and a Guaranteed Maximum Price (GMP) for projects, which will be financed through generated savings.

II. Coordinate closely with City staff during the design phase to ensure compaƟbility and integraƟon with exisƟng faciliƟes.

III. Include lifecycle cost analyses, Ɵmetables for compleƟon, and specific financing arrangements in the designs.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 8 c. Project Financing:

I. The City anƟcipates financing the Project through a combinaƟon of facility ground leases and facility financing contracts, as outlined in California Government Code secƟon 4217.10 et seq. Firms are encouraged to propose innovaƟve financing soluƟons that leverage guaranteed savings to minimize upfront costs and maximize long-term benefits
IV. GENERAL REQUIREMENTS
A. Permits and Licenses: The successful Contractors and its employees or agents shall secure and maintain in force such licenses and permits, as required by law, including a City of Bakersfield business license.

B. Minimum Requirements: Proposals will only be considered from Responding Party that submit a timely and complete response that meets the following minimum prerequisites:
a. Accreditation: Accredited by the National Association of Energy Services Companies (NAESCO) and is included on the U.S, Department of Energy’s (DOE) Qualified List of Energy Service Companies.
i. Other qualified organizaƟons are defined as organizaƟons that have completed large-scale projects uƟlizing California Government Code secƟon 4217.10. b. Project History: Successfully implemented at least five (5) energy performance contracts for public sector clients in the last five (5) years. c. Licensing: Hold an active Class A – General Engineering and a Class B – General Building Contractor’s licenses in California.
d. Bonding Statement & Capacity: In a separate attachment, include a statement of the firm’s bonding capacity from a Surety Company (A- or better for the prior four quarters) along with the proposer’s submittal. Proof of bonding capacity of the Contractor is required.
e. Business License: The selected Contractor will be required to be licensed in accordance with City of Bakersfield Ordinance.
f. No Bankruptcies: Have not filed for bankruptcy under any business name over the past five (5) years.

C. Optional Proposers Meeting: An optional pre-proposal meeting and walk-through will be held on Thursday, 08/06/24 at 3:00 p.m. at Bakersfield City Hall Annex, Basement Conference Room, 1501 Truxtun Ave, Bakersfield, CA. for Energy Conservation & Performance Contracting service providers. The purpose of this meeting will also be to clarify the contents of this RFQ in order to prevent any misunderstandings. Any clarifications provided will be in writing through an Addendum to his RFQ.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 9 Any doubt as to the requirements of this RFQ, or any apparent omission or discrepancy, may be presented to the City at this meeting and must also be submitted in writing via “Q & A” through the City’s Electronic Bidding System PlanetBids Vendor Portal before the question submittal deadline.

Should any omissions or discrepancies be identified, the City will determine the appropriate action necessary, if any, and may issue a written amendment to the RFQ after the pre-proposal conference. Oral statements or instructions will not constitute an amendment to this RFQ.

Attendance at the pre- proposal meeting is optional but encouraged.

Responding Parties should allow approximately 1-3 hours for the pre-proposal meeting and walk-through. Responding Party should be familiar with this RFQ and the Scope of Work prior to attending the pre-proposal meeting and walk-through.

V. PROPOSAL CONTENTS
A. Proposal Submission Guidelines
I. Presentation: Proposals shall be typed, no more than 25 pages. Charts and schedules may also be included but no more than 15 pages in total. The Proposal should not include any unnecessary elaborate or promoƟonal material. Lengthy narraƟve is discouraged.

II. Introduction: A summary statement that demonstrates the Responding Party has a clear understanding of the City’s objecƟves and how it expects to address them. Acknowledge your firm will sign the City’s Standard Professional Services Agreement (aƩached). Contractors must have the required insurance limits.

III. Company Profile: The Responding Party shall provide a general descripƟon of the firm, including a brief history and summary of its experience in providing similar services as those requested in the RFQ in relaƟon to our facility characterisƟcs and project objecƟves.

IV. Ownership & Corporate Information: If the Responding Party is a privately held corporaƟon, limited liability company, partnership, or joint venture, provide a lisƟng of all of the enƟty's shareholders, partners, or members known at the Ɵme of the proposal submission will perform work on the project. If the Responding Party is a corporaƟon limited liability company, partnership, joint venture, or other legal enƟty, provide a copy of the organizaƟonal documents or agreement commiƫng to form the organizaƟon.

V. Management and Staffing: List the roles, responsibiliƟes and hourly pay rates of the individuals who will be directly involved with the project, including the Project Manager, that will be the primary contact with City staff and any subcontractors, and provide their individual resumes.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 10 VI. Prior Related Experience and Competence: The successful Contractor shall be skilled and regularly engaged in the general class or type of work called for by this Request for QualificaƟons and also have no less than five (5) years of experience in the magnitude and character of the work proposed. It is the intenƟon of the City to award a contract to a Responding Party who furnishes the saƟsfactory evidence that they have the requisite experience, ability, sufficient capital, and faciliƟes to enable them to perform the work successfully and properly, and to complete it within the Ɵme specified. To determine the degree of responsibility to be credited to the Responding Party, the City will weigh any evidence that the Responding Party has performed saƟsfactorily on other contracts of like nature, magnitude, and comparable difficulty. The City will only consider submiƩals from ESCOs, or other qualified firms, whose proposed team can demonstrate the following background and capabiliƟes:
1) A long term, well established Contractor in the State of California; 2) Implementation of comprehensive energy conservation measure on public works projects such as Water/Waste Water Districts, County, and Municipal facilities;
3) Experience in procuring utility company incentives;
4) Planning of a minimum of five (5) projects for energy savings performance contracting in the past five (5) years;
5) Ability to provide a team of California licensed mechanical, electrical, structural, and civil engineers as may be necessary; 6) Demonstrated experience in the design and installaƟon of photovoltaic systems at Municipal faciliƟes to reduce energy consumpƟon;
7) Demonstrated experience in integraƟng new photovoltaic systems to work with exisƟng monitoring systems at Municipal faciliƟes;
8) Familiarity with recent CPUC rulings regarding California’s Net Energy Metering (NEM) program and have resources to provide the proper assessment and application submittal before deadlines. 9) Contractually commit that the team defined in the
qualificaƟon statement will perform the services should it be chosen.
10) Financial capacity of the firm including the disclosure of any bankruptcies, pending liƟgaƟon, mergers, or office closures which might impede Proposer’s ability to complete the
contract.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 11 11) Describe your firm’s capabilities, experience, and approach to preparing energy assessments and implementing projects for similar agencies. Included shall be a description of at least five (5) design-build energy projects of similar or greater complexity that your firm has completed within the past five (5) years. Include the following information:
i. Project description (include types of energy and other conservation measures) and
ii. Project size (total implementation cost)
Responding Parties must provide a list of representative projects of similar scope and nature performed within the last five (5) years, particularly projects for other local government agencies. Projects should include both Guaranteed and Shared Savings contracts if available. Include a contact person for each representative project listed. Responding Parties must also provide a minimum of three (3) references of cities that have received or currently are receiving similar services. The references must include a contact person’s name, title, contact information, and brief description of final project executed. In the event of discovery of falsified references, such revelation shall constitute sufficient cause for the termination of consideration for engagement under this agreement. Any misrepresentation of references shall constitute grounds for disqualification from this agreement.

Note: The City is interested in benefitting from an unbiased, value-based program to address its needs through a vendor-neutral ESCO (or other qualified contractor). Therefore a Responding Party must also demonstrate its willingness and past experience in providing projects that deploy solutions which incorporate equipment, controls and related products and services independent of its own specific business portfolio.

VII. Execution Proposal: The plan represents the Responding Party’s offer of services to the City. The proposed execution proposal must include a detailed work plan describing how the Responding Party will meet the project objective in the most cost-efficient and timely manner. The plan is to provide a detailed explanation of the Proposer’s approach in performing the services described in the RFQ Scope of Work section outlined above.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 12 Include a project schedule showing start and completion dates for the specific tasks, including milestone dates and processing time for review by the City. The schedule will also outline how the Responding Party will address the projects discussed in the scope of work, and how the Responding Party will ensure that the projects are expedited to prevent failure of the current infrastructure. Proposals must address all projects outlined in the scope of work. If a proposer is unable to submit a proposal for a specific element, they must notify the City and explain the reasons for this omission.

VIII. LiƟgaƟon Disclosure: Describe any involvement as a party in any formal liƟgaƟon, arbitraƟon or mediaƟon associated with savings performance on an energy savings contract or specifically related to an Investment Grade Audit (IGA) agreement in the last five years under any previous or current firm names, along with a descripƟon of the nature and outcome of such liƟgaƟon.

IX. Financial Stability: Responding Party will provide proof of financial stability including income statements, balance sheets, and statements of changes for the three (3) most recently completed fiscal years. If audited financial statements are not available, provide evidence of the level of third party review of the financial statements. Responding Party shall also provide documentaƟon regarding levels of financing available from a financial insƟtuƟon.

X. References: Responding Party shall provide three references including name, Ɵtle, contact informaƟon, and detailing the nature of the project conducted, projects above $1,000,000 are preferred.

XI. Bonding and Insurance: Responding ParƟes shall provide evidence that it has the capacity to obtain all payment and performance bonding, liability insurance, and errors and omissions insurance that are required to perform the Services and complete the Project. See more informaƟon on exact insurance documents required under addiƟonal provisions.

XII. Subcontractor LisƟng: Responding Party shall list all subcontractors and material suppliers intended to be used to perform or carry out the Project if awarded by the City, together with a descripƟon of the scope of work or materials to be provided by each.

XIII. Worker’s CompensaƟon & Safety: Responding Party shall provide informaƟon concerning workers' compensaƟon experience history and a worker safety program.

XIV. Signature: Proposers shall sign and complete the aƩached signature page.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 13 XV. Safety Record: Responding Party shall demonstrate an acceptable safety record, with a proposer’s safety record being deemed acceptable if its experience modificaƟon rate for the most recent three-year period is an average of 1.00 or less, and its average total recordable injury or illness rate and average lost work rate for the most recent three- year period does not exceed the applicable staƟsƟcal standards for its business category.

XVI. CompensaƟon/Fee Schedule: All proposals shall include a detailed breakdown of the compensaƟon proposed for compleƟng the assessment if PROPOSER is iniƟally selected, and the city chooses not to move forward with proposed projects or the iniƟally selected organizaƟon following compleƟon of the IGA.

XVII. VerificaƟon of Proposal: All informaƟon included in a Proposal shall be cerƟfied under penalty of perjury by the Proposer and its general partners or joint venture members.

VI. SELECTION CRITERIA AND FACTORS
The City’s selecƟon of a contractor for this Project will be on the basis of demonstrated competence and professional qualificaƟons necessary for the saƟsfactory performance of the services required. The City reserves the right to waive any technical errors, irregulariƟes, or discrepancies, to do so is deemed to serve the best interests of the City. No contract will be awarded unƟl all necessary invesƟgaƟons have been completed regarding the responsibility and qualificaƟons of the firm or individual.

The Statement of QualificaƟons will be reviewed and evaluated by City staff based on the informaƟon provided in the proposal. SelecƟon will be made on a “best qualified” basis.

Criteria for selecƟon will include, but not be limited to, overall qualificaƟons of firm; prior experience and successful compleƟon of similar projects; technical ability; methodology and stated approach to the project; individual qualificaƟons of project manager, other key staff members and sub-consultants; capacity of firm to complete project per City’s Ɵmeline; references; and overall organizaƟon and quality of the proposals.

Those firms found to be among the most qualified may be invited to an interview. Based upon review of the proposals and the interview process, the City will noƟfy the most qualified firm for agreement negoƟaƟons. If negoƟaƟons are not successful, the next most qualified firm may be noƟfied for negoƟaƟons. Final approval and budgetary authorizaƟon will be by the City Council. Given the nature of the services, the City reserves the right to uƟlize its discreƟon in awarding the project.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 14 All proposals received by the specified deadline, will undergo a comprehensive review and assessment based on five disƟnct criteria, resulƟng in a maximum score of 100 points:
 Approach to Process (35pts)
 Past Project Experience (20pts)
 References (10pts)
 Staff and Team QualificaƟons (25pts)
 Overall Quality of SOQ (10pts)
VII. SELECTION PROCESS
All proposals received by the specified deadline will be reviewed by the City for content, fee schedule, staffing, the proposed work program, and the phasing of tasks as well as overall compliance with this RFQ.

Informal interviews may be conducted as part of the final selecƟon process. The proposer or proposers selected by the City will be recommended to the City Council, but the Council is not bound to accept the recommendaƟon or award the work to the recommended proposer.

The City reserves the right to reject any and all proposals and to waive informaliƟes and minor irregulariƟes in any proposal received. The City reserves the right to select the proposal or proposals which, in its sole judgment, best meet the needs of the City. Pursuant to Government Code SecƟon 37103, contracƟng with a proposer that is highly and technically skilled in their profession may properly be made by a municipality without compeƟƟve bidding. Therefore, the selecƟon shall be made on the basis of demonstrated competence and on the professional qualificaƟons of the applicants that can be performed at a fair and reasonable price to the City.

VIII. ADDITIONAL PROVISIONS
The City may request the Contractor to perform addiƟonal professional services that are not listed in the RFQ. At the direcƟon of the City and subsequent to wriƩen authorizaƟon, Contractor agrees to render other services which shall include mutually agreed upon terms and condiƟons, including payment provisions. If the need for addiƟonal services is caused by error, omission, or negligence by the selected organizaƟon or persons employed by the selected organizaƟon, or is required by this request for quotes/rates, the Contractor shall render the directed addiƟonal services without addiƟonal charge or cost to the City.

IX. SOLICITATION CAVEAT
The applicant understands and agrees the City of Bakersfield shall have no financial responsibility for any costs incurred by the selected organizaƟon in responding to this RFQ and shall not be liable to any proposer for costs aƩributed to the design of the project unƟl the proposer has executed a contract with the City of Bakersfield and been authorized in wriƟng to proceed. The City of Bakersfield reserves the right to terminate this RFQ aŌer threeday noƟce to all prospecƟve proposers.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 15 The submission of a proposal shall be conclusive evidence that the organizaƟon has invesƟgated and saƟsfied themselves as to the condiƟons to be encountered, the character, quality, and scope of work to be performed, and the requirements of the City of Bakersfield.

X. PAYMENT FOR SERVICES
Payment for compleƟon of Scope of Work (see SecƟon III) shall be subject to approval by City Staff and will not be paid prior to the compleƟon of any requested revisions.

XI. TIME
Time is of the essence and will be monitored as to all work to be performed by the selected provider.

XII. INDEMNIFICATION AND INSURANCE
To the fullest extent permiƩed by law, the successful submiƩer shall hold harmless, defend at its own expense, and indemnify the City of Bakersfield, its Mayor, Council, officers, representaƟves, agents, employees and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable aƩorney’s fees, arising from all acts or omissions to act of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Bakersfield’s sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and disƟnct obligaƟons. The indemnificaƟon obligaƟons of this secƟon shall survive the terminaƟon of this agreement.

The selected Contractor(s) will be required to obtain and maintain insurance as a condiƟon of the award of this agreement, and the Contractor’s proposal shall state that the Contractor shall obtain the following in accordance with the terms of the agreement:

1. Professional liability insurance, providing coverage on an occurrence basis for errors and omissions with limits of not less than One Million Dollars ($1,000,000) per occurrence.

2. Automobile liability insurance, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence.

3. Broad form commercial general liability insurance, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence; and

4. Workers' compensaƟon insurance with statutory limits and employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per accident.

Except for professional liability, the liability policies shall contain an addiƟonal insured endorsement in favor of The City of Bakersfield, its mayor, council, officers, agents, employees, and volunteers.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 16 The workers' compensaƟon policy shall contain a waiver of subrogaƟon endorsement in favor of the City of Bakersfield, its mayor, council, officers, agents, employees, and volunteers.

Insurance is to be placed with insurers with a Bests' raƟng of no less than A: VII. This requirement may be waived at the City of Bakersfield's sole discreƟon.

Except for professional liability, all policies required of the Contractor hereunder shall be primary insurance as respects the City of Bakersfield, its mayor, council, officers, agents, employees and volunteers and any insurance or self-insurance maintained by the City of Bakersfield, its mayor, council, officers, agents, employees, and volunteers shall be excess of the Provider's insurance and shall not contribute with it.

The automobile liability policies shall provide coverage for owned, non-owned and hired autos. The liability policies shall provide contractual liability coverage for the terms of this Agreement.

All policies shall contain an endorsement providing the City of Bakersfield with thirty (30) days' wriƩen noƟce of cancellaƟon or material change in policy language or terms. All policies shall provide that there shall be conƟnuing liability thereon, notwithstanding any recovery on any policy.

The insurance required under this Agreement shall be maintained unƟl all work required to be performed under the terms of this Agreement is completed to the City of Bakersfield's saƟsfacƟon. The Contractor shall furnish the City of Bakersfield Risk Manager with a cerƟficate of insurance and, if requested, copies of endorsement or all insurance policies evidencing the insurance required under this Agreement.

Any deducƟbles, self-insured retenƟons or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this agreement of Contractor, must be declared to, and approved by the City of Bakersfield.

However, unless otherwise approved by the City of Bakersfield, if any part of the work under this Agreement is subcontracted, the "basic insurance requirements" set forth hereinabove shall be provided by or on behalf of all subcontractors even if the City of Bakersfield has approved lesser insurance requirements for Provider. Provider shall be responsible for determining and guaranteeing all subcontractors are insured as set forth in this paragraph.

All costs of insurance required under this Agreement shall be included in the Provider's bid, and no addiƟonal allowance will be made for addiƟonal costs which may be required by extension of the insurance policies. If provider fails to maintain adequate insurance coverage as required by the terms of the agreement, then the City of Bakersfield shall have the right to terminate the provider's contract.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 17 XIII. BUSINESS ADDRESS
Proposers shall furnish the City of Bakersfield with their business street address. Any communicaƟons directed either to the address so given or to the address listed on the sealed proposal container and deposited in the U.S. Postal Service by cerƟfied mail shall consƟtute a legal service thereof upon the proposer.

XIV. ADDENDA
Addenda issued by the City of Bakersfield interpreƟng or changing any of the items in this RFQ, including all modificaƟons thereof, shall be incorporated in the proposal. The proposer shall sign and date the Addenda Cover Sheet and submit them with their proposal.

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 18 XV. REFERENCE FORM
Please provide at least three (3) to five (5) references for past companies that include services similar to those proposed for this RFQ. Please use the following format in submiƫng references.

REFERENCE
Name of Client:

Project Manager/Contact: Title:

Phone: Email:

Summary of Services:

Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 19 XVI. SIGNATURE PAGE
The undersigned proposer having examined this RFQ and having full knowledge of the condiƟon under which the work described herein must be performed, hereby proposes the proposer will fulfill the obligaƟons contained herein in accordance with all instrucƟons, terms, condiƟons, and specificaƟons set forth; and the proposer will furnish all required products/services and pay all incidental costs in strict conformity with these documents, for the stated prices as proposed.

Submiƫng Firm: ____________________________________________________ Address: __________________________________________________________ City: ___________________________State: _______________ Zip: ___________ I hereby cerƟfy that I am legally authorized to sign on behalf of the Firm idenƟfied above.

Authorized RepresentaƟve (print): _______________________ Title: ___________________ Authorized Signature: ________________________________ Date: ___________________

THIS FORM MUST BE SIGNED TO BE CONSIDERED VALID
Contact InformaƟon:

Name: ______________________________________________________________ Title: _______________________________________________________________ Address: ____________________________________________________________ City: _______________________ State: _______________ Zip: _______________ Email: _______________________________ Phone: ____________________________ Cell Phone: ___________________________ Fax: _________________________ INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 1 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022
AGREEMENT NO. ___________________

INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $40,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and _________________________________________ a [business type: Sole Proprietorship; Partnership; Corporation; LLC; etc.] authorized to do business in California (referred to herein as “CONTRACTOR”).

R E C I T A L S
WHEREAS, CONTRACTOR represents that CONTRACTOR is experienced, well qualified and a specialist in the field of ________________________________.

NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:

1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following:
________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ (“Scope of Work”). The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether specifically included in the Scope of Work or not.

2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work (“Compensation”): [choose one]
(1) A total, lump sum payment of $ _______________ after the Scope of Work is completed to CITY’s satisfaction, or
(2) On an hourly [or time/material] basis in accordance with the hourly rates as shown on Exhibit A.

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CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out-of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than $_____________ for performing the Scope of Work.

3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall terminate on _________________ [Date].

4. TERMINATION. Either party may terminate this Agreement after giving the other party written notice, as provided herein, ten days before the termination is effective.

5. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR’s sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.

6. INDEPENDENT CONTRACTOR. This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor.

CONTRACTOR is not an agent or employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.

7. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.

8. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.

9. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.

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10. KEY PERSONNEL. CONTRACTOR shall name all key personnel to be assigned to perform the Scope of Work. All key personnel shall be properly licensed and have the experience to perform the work called for under this Agreement. CONTRACTOR shall provide background for each of the key personnel including, without limitation, resumes and work experience performing work similar to the Scope of Work. CITY reserves the right to approve key personnel. Once the key personnel are approved, CONTRACTOR shall not change such personnel without CITY’s written approval.

11. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.

12. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the Scope of Work. If CONTRACTOR is a corporation, at least one officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one partner shall hold the required licensees or professional degrees.

13. STANDARD OF PERFORMANCE. The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California.

14. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

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15. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.

16. INSURANCE.

16.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").

16.1.2.1 Provide contractual liability coverage for the terms of this Agreement;

16.1.2.2 Provide products and completed operations
coverage;

16.1.2.3 Provide premises, operations, and mobile
equipment coverage; and

16.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.

16.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation
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to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:

By executing this Agreement, CONTRACTOR is submitting
the certification required above.

The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.

16.2 General Provisions Applying to All Insurance Types.

16.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. Subject to CITY’s advance approval,
CONTRACTOR may utilize a self-insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self-insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.

16.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers,
agents, employees, or designated volunteers and any
insurance or self-insurance maintained by CITY and its
mayor, council, officers, agents, employees, and
designated volunteers must be excess of CONTRACTOR’s
insurance and must not contribute with it.

16.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers
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with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A-:VII. Any deductibles, selfinsured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this
Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and
approved by CITY in writing.

16.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.

16.2.5 Full compensation for all premiums which the
CONTRACTOR is required to pay to satisfy the Basic
Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional allowance will be made therefor or for additional premiums which may be required by extensions of the policies of insurance.

16.2.6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and
carried by CONTRACTOR in connection with this
Agreement.

16.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance
Requirements must be provided by, or on behalf of, all
subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors
must agree in writing to be bound by the provisions of this section.

17. THIRD PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third party claims relating to this Agreement. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification.

18. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 7 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022
them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.

19. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.

20. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.

21. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.

22. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.

23. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.

24. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 8 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022
Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.

25. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.

26. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.

27. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.

28. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.

29. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.

30. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).

31. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:

CITY: CITY OF BAKERSFIELD

CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301

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CONTRACTOR: ____________________________

32. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.

33. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.

34. TAX NUMBERS.

CONTRACTOR’s Federal Tax ID Number
CONTRACTOR is a corporation? Yes No
(Please check one.)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
"CITY" “CONTRACTOR”

CITY OF BAKERSFIELD
By:________________________________ By:_________________________________

KAREN GOH
Mayor Print Name:

Title:
[Signatures on Following Page]

DO NOT HAVE STAND ALONE SIGNATURE PAGE
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APPROVED AS TO CONTENT:

CITY DEPARTMENT NAME
By:_______________________________

DEPARTMENT HEAD NAME
TITLE
APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney
By:___________________________
(NAME & TITLE)
Insurance:____________
COUNTERSIGNED:

By:_______________________________

RANDY MCKEEGAN
Finance Director
Attachment: Exhibit ___
Design-Build Energy Services Request for QualificaƟons, City of Bakersfield 20 “I have received and reviewed the sample INDEPENDENT CONTRACTOR’S AGREEMENT including the INDEMNITY clause which was sent to me with the City’s RFQ/P. My signature below shall signify our firm’s acceptance of said contract if our firm is selected for awarding a contract for the project as described in said RFQ/P. This acceptance is made with the understanding that the CompensaƟon and Time for CompleƟon clauses will be modified to contain the amounts and dates established for this contract.”
Signature: _________________________________________ Date: ___________ Addendum No. _1

BAKERSFIELD
Tl-£ SOUND OF~~

PUBLIC WORKS DEPARTMENT

ADDENDUM TO REQUEST FOR PROPOSAL DOCUMENTS

Page 1 of 1 ends

Project: DESIGN-BUILD ENERGY SERVICES FOR THE CITY OF BAKERSFIELD Bid Due Date: August 21st, 2024
Time: 5:00 pm
Anticipated Contract Award Date: September 4th, 2024
Today's Date: August sth, 2024

NOTICE TO ALL CONTRACTORS SUBMITTING ON THIS WORK
You are hereby notified of the following changes and/or additions to the above-referenced project. Such changes and/or additions are hereby made a part of the Plans and Specifications and shall take precedence over anything to the contrary therein.

CLARIFICATION/ NOTICE

1. Pre-SOQ In Person Meeting Information: August 6, 2024, at 3:00pm. a. Public Works Department: 1501 Truxtun Ave, Bakersfield, CA 93301 b. Guest Parking is available at the lot facing Eye Street. c. Meeting Room subject to change: 1st Floor Conference Room.

2. Pre-SOQ Teams Meeting Information: August 6, 2024, at 3:00pm. a. https:/ /teams.microsoft.com/l/meetupjoin/19%3ameeting_ Yzdh Y zM5MDUtNTY2MC00ZWJiL WizOWMtMDBhZDAxZmJiMmJm%40th read.v2/0?context=% 7b%22Tid%22%3a%22b87e I 989-b8ec-4257-985c6fddc250 la59%22%2c%22Oid%22%3a%222ecfa6d5-0009-40a7-b481-e42492e4b324%22% 7d b. Meeting ID: 286 507 091 950
c. Passcode: knorCM
NOTE: All contractors bidding this work shall denote in their proposal that they have received ADDENDUM NO. 1 ._Bidders who do not shall be listed as nonresponsive.

Olimpia Fredric
Purchasing O cer

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INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 1 of 2 Updated – October 29, 2024
Exhibit B
Phase 1 Scope of Work – Preliminary IGA Analysis

1.1. PRELIM OBJECTIVES:

The purpose for the City-Wide Preliminary Analysis is to perform initial energy and engineering analysis services to explore opportunities at the defined PREMISES to determine cost savings, energy generation, and revenue potential and alignment with delivering on CITY’S goals for its facilities and infrastructure.

1.2. SERVICES TO BE PROVIDED BY CONTRACTOR:

The analysis and preliminary development services will determine the scope of improvements, energy and maintenance savings potential, rough order of magnitude (ROM) cost estimates, funding sources, and other pertinent PROJECT information to inform the CITY on the overall potential of PROJECTS at the PREMISES.

Services included in the PRELIM:

1.2.1. Utility and other data gathering.

1.2.2. Site walks.

1.2.3. Interviews with departments and relevant staff.

1.2.4. Energy analysis and building modeling.

1.2.5. Life cycle cost analysis for applicable scopes.

1.2.6. Grants and incentives exploration.

1.2.7. Funding sources and financing options investigation.

1.2.8. Identify preliminary scope of work for selected facility and infrastructure upgrades.

1.2.9. Projected energy and maintenance savings potential for each facility and infrastructure upgrade.

1.2.10. Financial assessment.

1.2.11. ROM cost estimates for implementation.

1.2.12. Financing and cash flow scenarios.

1.2.13. Funding options.

1.2.14. Report(s) and presentation materials agreed upon with CITY.

1.2.15. Meetings with CITY key personnel to review the City-wide analysis as well as departmental as required by the CITY.

1.2.16. Collaborative refinement of the proposed PROJECTS to prepare to move forward with one or multiple IGA
agreements.

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INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 2 of 2 Updated – October 29, 2024

1.3. RESPONSIBILITY OF THE CITY:

CITY agrees to provide:

1.3.1. As-built drawings for the existing buildings including mechanical, electrical, plumbing, structural, and architectural drawings;

1.3.2. Scale floor plans, if available.

1.3.3. Utility data and/or bills for electric, gas and water for at least the last 3 years;

1.3.4. Operations and Maintenance manuals;

1.3.5. Remote access to Building Automation Control (BAS) control systems;

1.3.6. Service and repair expenditures for relevant mechanical and other dynamic systems;

1.3.7. Information on existing service contracts and preferred service contractors;

1.3.8. Access to PREMISES for auditing and inspections;

1.3.9. All necessary data gathering for CONTRACTOR to be able to complete the scopes of work and other agreed upon
requirements;

1.3.10. Access to key personnel to discuss facility priorities, system requirements and financial information;

1.3.11. Access to key personnel to conduct progress and directional meetings, financial planning meetings,
implementation planning meetings, presentation of
PROJECTS, and all other necessary meetings as part of
the multi-phase PROJECT development, funding, review,
and approval process.

1.3.12. Any other relevant data or information that may arise through the normal PRELIM development process that is
agreed to be shared by the CITY.

1.4 EXCLUSIONS
Specific scopes for solar photovoltaic systems, battery energy storage systems, and other distributed energy resource (DER) projects exclusive to the Water Resources Facility located at 1000 Buena Vista Road, will be conducted under another contract with the CITY and not included as part of this AGREEMENT. All other DER projects are included in this AGREEMENT.

In addition, zero emissions infrastructure, electric vehicle charging stations and electric vehicle fleet conversion projects will be conducted under a separate agreement for the and not included as part of this AGREEMENT.

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INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 1 of 2 Updated – October 29, 2024
Exhibit C
List of Premises
Following is the list of CITY PREMISES. This list includes all buildings, sites, and other infrastructure to be included in Exhibit B – Phase 1 and Exhibit D – Phase 2 Scopes of Work.

Facility / Site GSF Department Address Notes
Corp Yard A 11,200 Public Works 4101 Truxtun Ave
Corp Yard B 3,270 Public Works 4101 Truxtun Ave
Corp Yard C 24,250 Public Works 4101 Truxtun Ave
Corp Yard D 37,050 Public Works 4101 Truxtun Ave
BPD Westside Substation 6,100 Police 1301 Buena Vista Rd BPD Downtown Headquarters 60,680 Police 1601 Truxtun Ave BPD Training Facility Admin 10,374 Police 4646 California Ave Police Academy BPD Training Facility Site Police 4646 California Ave
BPD Property Room 33,370 Police 3425 Truxtun Ave
BPD Shooting Range 1,768 Police 3419 Truxtun Ave
City Hall North 56,330 Public Works 1600 Truxtun Ave
City Hall South 53,200 Public Works 1501 Truxtun Ave
Annex (Public Works) 34,980 Public Works 1501 Truxtun Ave Development Services & Parking Deck 90,000 Public Works 1701 Chester Ave Buidling is 44,600 3737 Stockdale Hwy (Offices) 8,700 Property Management 3737 Stockdale Hwy Fleet Services & Comms 9,500 Public Works 1515 Eye Street Silver Creek Community Center & Pool 18,570 Parks & Rec 7011 Harris Rd Silver Creek Park Park Parks & Rec 7011 Harris Rd
River Walk Park Parks & Rec 11200 Stockdale Hwy
River Walk - Parks & Rec Substation 3,100 Parks & Rec 11200 Stockdale Hwy Martin Luther King Park Park Parks & Rec 1000 S Owen St Does not include Community Center Mill Creek Park Park Parks & Rec 610 17th St
Community House (Mill Creek Park) 6,500 Parks & Rec 610 17th St McMurtrey Aquatic Center Outdoor Pool Parks & Rec 1325 Q St #200 Incl Locker Rooms and Food Valley Children's Ice Center 60,968 Parks & Rec 1325 Q St #100 Dignity Health Arena & Convention Center 255,524 Public Works 1001 Truxtun Ave Airport Maint. Office 515 Public Works 2000 S. Union
Airport Training Room 15,765 Public Works 2000 S. Union Airport Hangars 108,350 Public Works 2000 S. Union
CBACC (Animal Care Center) 20,874 Animal Care Center 201 South Mount Vernon Ave Green Waste Recycling Facility 3,260 Solid Waste 2601 Mt. Vernon Ave Panorama Solid Waste 2,600 Solid Waste 4200 Panorama Dr City Material Recovery Facility (MRF) 19,600 Solid Waste 2260 S. Union Brundage Lane Navigation Center 70,612 City Manager 1900 E Brundage Ln Parking Garage (18th & Eye St) 154,000 Public Works 1810 Eye St Amtrak Station 9,000 Public Works 601 Truxtun Ave
Visit Bakersfield 4,400 Public Works 515 Truxtun
Treatment & Rehabilitation Facility 45,000 City Manager 2310 Wible Road Recently purchased hotel WWTP #2 Site Water Dept 1700 E Planz Rd Building ft2 is 19,219 WWTP #3 Site Water Dept 6901 McCutchen Rd Building ft2 is 18,431 Water Resources Office 13,740 Water Dept 1000 Buena Vista Rd FS 1 20,205 Fire 2101 H St
FS 2 7,350 Fire 716 E 21st St
FS 2 Maintenance Shop 7,800 Fire 716 E 21st St
FS 3 4,300 Fire 3400 Palm St
FS 4 6,080 Fire 130 Bernard St
FS 5 8,200 Fire 106 E White Ln
FS 6 5,200 Fire 127 Brundage Ln
FS 7 6,200 Fire 4030 Soranno Ave
FS 8 5,400 Fire 2213 University Ave
FS 9 4,000 Fire 7912 Westwold Dr
FS 10 6,800 Fire 12100 Alfred Harrell Expy
FS 11 4,200 Fire 7000 Stockdale Hwy
FS 13 8,200 Fire 4900 Poppyseed
FS 14 10,200 Fire 5815 Mountain Vista Dr
FS 15 14,720 Fire 1301 Buena Vista Rd
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INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 2 of 2 Updated – October 29, 2024
List continued:

CITY reserves the right to add or remove PREMISES at any time during the PRELIM phase of the PROJECTS development. Additionally, CITY intends that CONTRACTOR will have exclusivity of PROJECTS being developed regardless of PREMISES identified in the above list.

Facility / Site GSF Department Address Notes
Lift Stations Infrastructure Public Works - 81 total; From City's "CURRENT INVENTORY.xls" Sumps Infrastructure Water Dept - 461 total; From City's "CURRENT INVENTORY.xls" Water Wells Infrastructure Water Dept - 56 total; From City's "CURRENT INVENTORY.xls" Street Lights Infrastructure Public Works - GIS map provided by City Traffic Signals Infrastructure Public Works - 445 total; City provided Excel spreadsheet JROBERTSON\38580.00001\5035340.15
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Exhibit D
Phase 2 Scope of Work – Detailed IGA & Presentation Reports

1. IGA SERVICES
(a) General.
(1) CONTRACTOR shall coordinate with the CITY on proposed PROJECTS, selection of materials, building systems and
equipment, financing options, grants, and utility incentives.

CONTRACTOR shall also provide the CITY with
recommendations, consistent with the CITY’s stated criteria, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. (2) CONTRACTOR will schedule meetings with CITY decisionmakers over the course of the IGA to provide updates on scope development, PROJECT financials, funding topics,
implementation planning, schedule, and other relevant
PROJECT development and planning SERVICES.
(b) Engineering and Design. CONTRACTOR shall perform:
(1) Design required to develop the scope and PROJECT solutions that meet stated CITY ESPC Program Requirements regarding:
(A) Financial criteria.
(B) General scope and intent.
(C) Technological integration.
(D) Compatibility with existing PREMISES.
(2) Develop design in enough detail to procure subcontractors and materials and develop the GMAX price included (as
defined in the ESPC).
(A) Perform a survey of the spaces and existing systems throughout the PREMISES to document existing
conditions.
(B) Work with the CITY to establish Project goals and criteria. (C) Prepare design documents and/or criteria for
subcontractor pricing procurement to install
modifications to HVAC, electrical, plumbing, and other
relevant systems and infrastructure.
(c) Pre-Construction. As part of the SERVICES:
(1) CONTRACTOR shall assemble design documents necessary for pricing procurement.

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(2) CONTRACTOR shall engage subcontractors; familiarize them with the PROJECTS, site and bidding information; and procure pricing for the purposes of establishing CONTRACTOR’s cost proposal in the ESPC.
(3) CONTRACTOR shall coordinate with the CITY throughout the performance of the SERVICES.
(4) CONTRACTOR will work with CITY to establish criteria for CITY employee training on maintenance and repair of the
proposed equipment and systems.
(5) Coordination and directional discussions with CITY for risk management.
(d) Preparation of IGA Presentation and Report(s).
(1) When the Drawings and Specifications are sufficiently complete, CONTRACTOR will prepare an IGA Presentation and Report. The IGA Presentation and Report will include:
(A) Included PROJECTS: The IGA Report will identify the energy measures included in the PROJECT. For each
included measure and PREMISES, CONTRACTOR will
provide a ‘statement of viability’ that addresses factors – commercial, financial, or otherwise – that led to
inclusion. The IGA Report shall include a methodology
for the calculation of the baseline energy use and a
description of physical conditions, equipment counts,
audit information, nameplate data, and operational
and utility rate control strategies prior to PROJECT
implementation.

For each PROJECT recommended, the IGA Report shall
provide anticipated equipment counts, implementation
costs, efficiency levels or performance characteristics of the equipment comprising the proposed measure, on‐
going maintenance costs, projected annual energy and
cost savings, and the expected useful life of the
measure. Projected energy and cost savings must
account for interaction among recommended
measures and utility rate and operational adjustments.

There shall be a separate section in the detailed IGA
Report for each PREMISES and an executive summary
which lists all proposed PROJECTS with the expected
implementation cost, estimated energy cost savings,
useful life of the equipment, and the simple payback for each measure.

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(B) Excluded PROJECTS: The IGA Report will identify facilities and energy measures considered during the assessment
but not chosen for inclusion/implementation and for
each excluded facility and measure provide a
‘statement of non-viability’ that addresses factors –
commercial, financial, or otherwise – that led to
exclusion.
(e) Energy-Related Services.
(1) CONTRACTOR will conduct energy assessments of the
PREMISES to identify viable energy measures and refine the list over the course of the IGA SERVICES.
(2) CONTRACTOR will perform energy savings calculations for each recommendation.
(3) Impact of electrification and other PROJECTS on utility and operational costs.
(4) CONTRACTOR will quantify and summarize PROJECT
economics throughout each phase of design, including:
(A) Project costs;
(B) Anticipated energy savings;
(C) Projected maintenance and other costs savings;
(D) Expected paybacks;
(E) Possible grants, utility incentives, and other funding sources;
(F) Expected Project financing terms and debt service
payment terms (if applicable); and
(G) Prepare reports summarizing scope development,
anticipated cost savings, and other details over the
course of the IGA SERVICES.
(f) Preparation of the ESPC.
(1) When the Drawings and Specifications are sufficiently complete, CONTRACTOR will prepare an ESPC with GMAX. The ESPC will include:
(A) Contract Sum;
(B) Contract Time;
(C) Construction Schedule;
(D) Anticipated energy and other cost savings;
(E) Possible grants, incentives, and other funding
opportunities;
(F) Projected Project Cashflow;
(G) Expected Financing terms;
(H) Information upon which the ESPC is based, including:

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(i) Scope of Work;
(ii) Drawings;
(iii) Specifications;
(iv) Supplementary and other Conditions of the
Contract; and
(I) Operation and Maintenance Services and
Responsibilities: Provide a complete description of the maintenance services that CONTRACTOR would
provide and a description of maintenance actions for
which the CITY would retain responsibility, and any
relevant conditions:
i) Operation services to be performed by

CONTRACTOR
ii) Maintenance services to be performed by
CONTRACTOR including repair response times
and agreements
iii) Training to be provided to CITY by CONTRACTOR
iv) Operation services to be performed by the CITY
v) Maintenance services to be performed by the
CITY
vi) A list of CONTRACTOR’s Personnel, Contractors
and Suppliers who will support the activities
above.
(J) Preliminary Project Schedule and proposed timetable for PROJECT completion.
(g) Project Financing.
(1) If the CITY determines to finance the PROJECT completely or partially through a lease-purchase, CONTRACTOR will assist CITY in exploring and obtaining financing solutions.
(2) CONTRACTOR cannot guarantee that CITY will receive funding from any energy efficiency rebate, incentive, and/or loan program(s) (collectively, “Incentive Funds”); CONTRACTOR expressly disclaims any liability for CITY’s failure to receive any portion of the Incentive Funds, and CITY acknowledges and agrees that
CONTRACTOR will have no liability for any failure to receive all or any portion of the Incentive Funds.

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AGREEMENT NO. ___________________

INDEPENDENT CONTRACTOR'S AGREEMENT

FOR ZERO EMISSIONS INFRASTRUCTURE & FLEET
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“AGREEMENT”) is made and entered into on _______________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and WILLDAN ENERGY SOLUTIONS, a California corporation with California state contractor’s license number 1065713, authorized to do business in California (referred to herein as “CONTRACTOR”).

R E C I T A L S
WHEREAS, CONTRACTOR represents a full-service energy services company with the technical capabilities to provide professional services to CITY, including identifying supply-side and/or demand-side energy conservation measures, project planning, project development, engineering and design, program management, funding facilitation, procurement, construction management, installation, construction, commissioning, training, measurement and verification, and support services; and
WHEREAS, CONTRACTOR was selected through a competitive Request for Qualifications (“RFQ”) process, attached hereto and incorporated herein as Exhibit A – “Request for Qualifications for Design-Build Energy Services for the City of Bakersfield”, to provide Design-Build Energy Services to the CITY including the development, design, funding facilitation, and implementation of energy conservation, energy efficiency, energy generation, and related energy capital improvements (collectively, “SERVICES”), at specified CITY facilities and sites, with the aim to facilitate advancements in areas such as fleet transition, zero emissions infrastructure, EV charging and other fueling facilities, and other projects that contribute to CITY’s goals (“PROJECTS”); and
WHEREAS, CONTRACTOR has agreed to provide an Investment Grade Audit (“IGA”) and the associated presentation and reports as set forth in Exhibit B – “Scope of Work: IGA and Presentation Reports,” attached hereto and incorporated herein by reference; and
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WHEREAS, CONTRACTOR agrees to assess the CITY’S property, facilities, sites, fleet, and existing and proposed infrastructure (“PREMISES”), identified in Exhibit C – “List of Premises”, attached hereto and incorporated herein by reference, and to identify opportunities, provide life cycle cost analysis, develop scopes of work, establish prioritization and phasing plans, and evaluate available funding sources for PROJECTS to implement CITY’s goals for zero emissions infrastructure and fleet; and
WHEREAS, CONTRACTOR shall provide CITY with the IGA results in the form of a presentation and corresponding proposals for certain PROJECTS which are designed to meet the energy savings requirements of California Government Code §4217.10 et seq.; and
WHEREAS, if the proposed PROJECTS are acceptable to CITY, subject to approval by the City Council in a duly noticed public meeting in accordance with California Government Code §4217.10 et seq, the Parties hereby intend to enter into one or more Energy Savings Performance Contracts (each an “ESPC”) with CONTRACTOR to design, engineer, procure, construct, install, and commission the proposed PROJECTS, and to provide such other services as necessary to achieve energy and operational savings for the identified PREMISES; and
WHEREAS, the Parties mutually understand and agree that nothing in this Agreement is intended to bind the CITY to proceed with the Scope of Work or future execution of any particular PROJECT or ESPC, nor shall this Agreement be construed as such; and
WHEREAS, CONTRACTOR has an adequate number of properly licensed and experienced employees on its staff to accomplish the tasks set forth in this AGREEMENT and to deliver the SERVICES to the CITY; and
WHEREAS, CITY is authorized under the laws of the State of California to enter into this AGREEMENT for the purposes set forth herein; and NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:

1. SCOPE OF WORK. The Parties hereby agree that CONTRACTOR shall provide the SERVICES to CITY in phases, as follows:

Phase 1: IGA and Presentation Reports
(A) As described in Exhibit B, the CONTRACTOR will perform an Investment Grade Audit (the IGA) at the PREMISES to identify and evaluate the JROBERTSON\38580.00001\5035339.11
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anticipated cost savings to be generated by proposed energy measures, generation opportunities, and other improvements at the PREMISES. In addition, CONTRACTOR will perform project development and design activities and an IGA of the CITY’s selected PREMISES, infrastructure and vehicles.
(B) For the IGA, CONTRACTOR will: develop and design proposed PROJECTS scope(s) of work; conduct preconstruction activities; manage competitive subcontractor pricing process; establish a guaranteed maximum price (“GMAX”) for the selected PROJECTS; finalize cost savings anticipated to be generated by the selected PROJECTS; determine possible grants, incentives, and other funding sources; produce pro forma, cash flow, and financing scenarios; develop preliminary project schedule(s) and implementation planning; provide final presentation reports for CITY consideration; and produce other pertinent information for CITY to make decisions on which PROJECTS to move forward with turnkey implementation. These SERVICES will be included in the CONTRACTOR’s final IGA proposal and presentation for the PROJECTS.
(C) The IGA will commence upon execution of this AGREEMENT and formal Notice-to-Proceed (“NTP”) from the CITY and shall be completed within eight (8) months, unless otherwise mutually agreed by the Parties. (D) As a final presentation of the IGA, CONTRACTOR will propose a GMAX for one or more ESPCs or other design-build contract(s) with CONTRACTOR upon delivery of the completed IGA.

Phase 2: Project Selection and Potential Subsequent Contracting (A) If the CONTRACTOR’s Phase 1 IGA Report and Presentation Proposal—which shall be presented to CITY personnel possessing the requisite technical training and expertise to evaluate the Proposal(s)—is deemed satisfactory by the CITY, and if the CITY determines that the anticipated cost for implementing the PROJECTS described therein is less than the anticipated cost to CITY for thermal, electrical, and other energy, together with the associated operational, maintenance, and other costs that would otherwise be consumed in the absence of the PROJECTS, in compliance with California Government Code §§4217.10 through 4217.18, then the CITY intends to enter into one or more ESPCs with the CONTRACTOR for the implementation of the PROJECTS, only if and to the extent such ESPC(s) are approved by CITY’S City Council at a duly noticed public meeting in JROBERTSON\38580.00001\5035339.11
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accordance with applicable law. CITY is under no obligation to execute an ESPC with CONTRACTOR.
(B) As part of the contemplated Phase 1 Project Selection process, CITY may request, and upon request the CONTRACTOR shall provide, a guarantee, based on industry standards for
Measurement and Verification (“M&V”), of the savings
anticipated to be generated by the PROJECTS over the useful life of the improvements. Any such election and engagement shall be memorialized in the ESPC for the applicable PROJECT, subject to final approval by the City Council as set forth above.

2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the SERVICES (“COMPENSATION”).

Phase 1: IGA and Presentation Reports
(A) Phase 1 IGA and Presentation Reports: If and to the extent CITY elects to proceed with Phase 1 herein, CONTRACTOR shall be compensated a total amount not-to-exceed FIFTY-TWO
THOUSAND FIVE HUNDRED DOLLARS ($52,500), hereafter referred to as the “Backout Fee,” which shall fully compensate
CONTRACTOR for project development, design, planning, and subconsultant costs incurred by CONTRACTOR to complete the IGA services, reports, and PROJECT proposals for the CITY set forth in Exhibit B.
(B) Backout Fee Provisions
1) Notwithstanding the above, the CITY shall be obligated to pay the Backout Fee ONLY if the CITY elects not to move forward with any of the proposed PROJECTS or
improvements presented in the final IGA contemplated
herein as Phase 2.
2) In the event the CITY chooses to proceed with at least one PROJECT from the IGA under an ESPC or other design-build contract with CONTRACTOR, the CITY shall have no
obligation to pay the Backout Fee described in subsection (A) above.
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any future project costs, including but not limited to staff hourly rates or other direct or indirect costs, if the CITY elects to move forward with one or more PROJECTS of any
agreement amount.

Phase 2: Project Selection and Potential Subsequent Contracting (A) Project Selection and Approval: If the CONTRACTOR’s Phase 1 IGA Report and Presentation Proposal is deemed satisfactory by the CITY, the CITY, subject to formal approval by the CITY Council at a duly noticed public meeting, intends to proceed with one or more PROJECTS by entering into a subsequent ESPC or designbuild contract with the CONTRACTOR. Acceptance of the proposed GMAX and PROJECT proposal(s) shall be memorialized in a separate agreement, and the CITY shall have no obligation to proceed with any PROJECT unless expressly agreed to in such subsequent contract. The Parties agree that CITY shall be under no obligation to further compensate CONTRACTOR for Phase 2 under this Agreement, as any such compensation shall be set forth in a future agreement(s).
(B) In the event the CITY does not proceed with any PROJECTS proposed in the Phase 1 IGA, the CITY shall be obligated to pay the Backout Fee as set forth in the Backout Fee provisions of Phase 1 above. Under no circumstances shall any portion of such IGA fee be incorporated into, or billed as part of, any future project costs, including but not limited to staff hourly rates or other direct or indirect costs if any proposed project is approved in a separate agreement.

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4. TERMINATION. Either party may terminate this AGREEMENT after giving the other party written notice, as provided herein, ten days before the termination is effective.

6. INDEPENDENT CONTRACTOR. This AGREEMENT calls for CONTRACTOR’s performance of the SERVICES as an independent contractor.

CONTRACTOR is not an agent or employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This AGREEMENT shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.

7. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the SERVICES described herein are performed.

8. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the SERVICES under this AGREEMENT.

9. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.

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CONTRACTOR’s participation in the planning, discussions, or drawing of project plans or specifications for any subsequent or additional contract shall be limited to conceptual, preliminary, or initial plans or specifications.

13. STANDARD OF PERFORMANCE. The SERVICES shall be performed in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California.

It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. The PROJECTS will be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

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16. INSURANCE.

The policy must:

16.1.2.1 Provide contractual liability coverage for the terms of this AGREEMENT;

16.1.2.2 Provide products and completed operations
coverage;

16.1.2.3 Provide premises, operations, and mobile
equipment coverage; and

16.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.

16.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:

I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
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insured against liability for worker’s compensation or
to undertake self-insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.

By executing this AGREEMENT, CONTRACTOR is submitting the certification required above.

The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.

16.2 General Provisions Applying to All Insurance Types.

16.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. Subject to CITY’s advance approval,
CONTRACTOR may utilize a self-insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self-insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.

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16.2.5 Full compensation for all premiums which the CONTRACTOR is required to pay to satisfy the Basic Insurance
Requirements shall be considered as included in the prices paid for the performance of the SERVICES, and no
additional allowance will be made therefore or for
additional premiums which may be required by extensions of the policies of insurance.

16.2.7 CONTRACTOR shall require each subcontractor to maintain such levels and types of insurance coverage as are
appropriate for the SERVICES to be performed by such
subcontractor.

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incidental or consequential damages whatsoever, whether in contract, tort (including negligence) or strict liability, including, but not limited to, operational losses in the performance of business such as any increase in operating expense.

21. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this AGREEMENT. Such records and documentation shall be kept at CONTRACTOR's office during the term of this AGREEMENT, and for a period of three years from the date of the final payment hereunder.

24. COUNTERPARTS. This AGREEMENT may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.

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29. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.

31. NON-INTEREST. No City officer or employee shall hold any interest in this AGREEMENT (California Government Code section 1090). The parties hereto agree that CONTRACTOR, and any agents and employees of CONTRACTOR, is acting in an independent capacity in the performance of this AGREEMENT, and not as a public official, officer, employee, consultant, or agent of CITY for purposes of conflict of interest laws or any other applicable law.

CITY: CITY OF BAKERSFIELD

CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
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CONTRACTOR: WILLDAN ENERGY SOLUTIONS
Attention: Micah Chen
2401 East Katella Avenue, Suite 300
Anaheim, CA 92806

33. RESOURCE ALLOCATION. All CITY obligations under the terms of this AGREEMENT are subject to the appropriation and allocation of resources by the CITY Council. In the event no CITY funds (or other funds), or insufficient CITY funds (or other funds), are appropriated and budgeted for any future fiscal period in which payment will be due to CONTRACTOR under this AGREEMENT, and funds are otherwise unavailable by any means whatsoever in such future fiscal period, then the CITY will, not less than thirty (30) days prior to the beginning of such future fiscal period, notify CONTRACTOR in writing of such occurrence, and this AGREEMENT will terminate on the last day of the fiscal period for which appropriations were made, without penalty or expense to the City of any kind whatsoever, except as to the portions of payments herein agreed, for which CITY funds and/or other funds will have been appropriated and budgeted or are otherwise available.

34. OWNERSHIP OF CERTAIN PROPRIETARY PROPERTY RIGHTS. CITY shall not, by virtue of this AGREEMENT, acquire any interest in any formulas, patterns, devices, secret inventions or processes, copyrights, patents, other intellectual or proprietary rights, or similar items of property which are or may be used in connection with the IGA. All data, reports, proposals, plans, specifications, flow sheets, drawings, and other work products (the “Instruments of Service”) furnished directly or indirectly, in writing or otherwise, to CITY by CONTRACTOR under this AGREEMENT will remain CONTRACTOR’s property and may be used by CITY only for the PROJECT.

CONTRACTOR will be deemed the author and owner of such Instruments of Service and will retain all common law, statutory and other reserved rights, including copyrights. The Instruments of Service may not be used by CITY for future additions or alterations to the PROJECT or for other projects, without the prior written agreement of CONTRACTOR. Any unauthorized use of the Instruments of Service will be at CITY’s sole risk and without liability to CONTRACTOR. If CITY uses the Instruments of Service for implementation purposes, including additions to or completion of the PROJECT, without the written permission of CONTRACTOR, CITY agrees to waive and release, and indemnify and hold harmless, CONTRACTOR, its subcontractors, and their directors, employees, subcontractors, and agents from any and all claims, losses, and other liabilities associated with or resulting from such use.

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35. TAX NUMBERS.

CONTRACTOR’s Federal Tax ID Number: 14-1951112
CONTRACTOR is a corporation? Yes
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date first written above.
"CITY" “CONTRACTOR”

CITY OF BAKERSFIELD WILLDAN ENERGY SOLUTIONS
By: ___________________________ By: ______________________________ KAREN GOH Name:

Mayor Title:

APPROVED AS TO CONTENT:

PUBLIC WORKS DEPARTMENT
By:_______________________________

ZACHARY MEYER
Public Works Director
APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney
By:___________________________
ASHLEY E. ZAMBRANO
Deputy City Attorney II
Insurance:____________
COUNTERSIGNED:

By:_______________________________

RANDY MCKEEGAN
Finance Director
Attachments: Exhibit A – Request for Qualifications (RFQ) for Design-Build Energy Services for the City of Bakersfield
Exhibit B – Scope of Work: IGA and Presentation Reports Exhibit C – List of Premises
Aaron Etzkorn
President
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Updated – October 29, 2024
Exhibit A
Request for Qualifications (RFQ) for Design-Build Energy Services for the City of Bakersfield
1 Request for Qualifications (RFQ)
Professional Contracting Services for
Design-Build Energy Services for the City of Bakersfield Issued: July 31, 2024
Pre-Proposal Meeting: August 6, 2024, at 2:00pm
Due: August 21, 2026, at 5 p.m. Pacific Standard Time
Contact: Apryl Tovar, Public Works Department
(661) 326-3722
[email protected]
2 Request for QualificaƟons
Design-Build Energy Services Request for QualificaƟons
Respondents to the Request for QualificaƟons (RFQ) are specifically directed not to contact any City personnel other than the contact person indicated above. It is suggested that you send a single email inquiry if there are mulƟple quesƟons concerning the scope of professional services required.