COB-Willdan Zero Emissions IGA_Willdan signed.pdf — Bakersfield City Council, June 25, 2025

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 1 of 15 Updated – October 29, 2024
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
JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 2 of 15 Updated – October 29, 2024
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 task s 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
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 3 of 15 Updated – October 29, 2024
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 a n 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 cos t 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 oper ational, 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
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 4 of 15 Updated – October 29, 2024
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, t he 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.
3) Under no circumstance shall the Backout Fee , or any portion thereof, be billed, credited, or otherwise included in JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 5 of 15 Updated – October 29, 2024
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 design- build 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.

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 C ITY 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 t hat are commonly deemed force majeure events.

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 6 of 15 Updated – October 29, 2024

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 limitat ion, 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 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 th e PROJECTS.

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 7 of 15 Updated – October 29, 2024
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.

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. The PROJECTS will be 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.

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 8 of 15 Updated – October 29, 2024

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:

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
JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 9 of 15 Updated – October 29, 2024
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.

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, employee s, 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.

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 10 of 15 Updated – October 29, 2024

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 therefore 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 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 ext ent 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, JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 11 of 15 Updated – October 29, 2024
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.

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.

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.

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 12 of 15 Updated – October 29, 2024

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.

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 of ficer 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 C ITY 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
JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 13 of 15 Updated – October 29, 2024
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.

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 14 of 15 Updated – October 29, 2024

35. TAX NUMBERS.

CONTRACTOR’s Federal Tax ID Number: 14-1951112
CONTRACTOR is a corporation? Yes
JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 15 of 15 Updated – October 29, 2024
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

JROBERTSON\38580.00001\5035339.11
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 Pre- proposal 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 calcula Ɵng 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 es Ɵmated dates and Ɵmes of ac Ɵons 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 por Ɵon thereof, received in response to the RFQ and to waive technicali Ɵes and informali Ɵes 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 por Ɵons of a proposal cons Ɵtute trade secrets or conﬁden Ɵal commercial, ﬁnancial, geological, or geophysical data, then the proposer must so specify by, at a minimum, stamping in bold red le Ʃers the term "CONFIDENTIAL" on that part of the proposal which the proposer believes to be protected from disclosure. The proposer must submit in wri Ɵng 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 a Ōer the contract is awarded. The proposer is hereby put on no Ɵce that the City of Bakersﬁeld may consider all or parts of the oﬀer public informa Ɵon 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 organiza Ɵons for comprehensive Design-Build services.

Other qualiﬁed organizaƟons are deﬁned as organizaƟons that have completed large-scale projects uƟlizing California Government Code sec Ɵon 4217.10. These services include the implementa Ɵon of energy conserva Ɵon, energy eﬃciency, energy genera Ɵon, and related energy capital improvements, at speciﬁed City faciliƟes. This ini ƟaƟve aligns with the City's objec Ɵves under California Government Code secƟon 4217.10 et seq. and aims to facilitate signiﬁcant advancements in areas such as Fleet Transi Ɵon & EV Charging Facili Ɵes, Streetligh Ɵng, Wastewater En ergy ProducƟon/Use, Solar and Ba Ʃery Installa Ɵons, Building HVAC and Ligh Ɵng Improvements, and other innovaƟve projects that contribute to the city's goals.

The City of Bakersﬁeld intends to u Ɵlize the progressive Design-Build process as outlined in California Public Contract Code sec Ɵon 22185 et seq. (Senate Bill 706), without providing upfront capital. Instead, it is anƟ cipated that the savings generated from the implemented conserva Ɵon 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 ul Ɵmately 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 s Ɵpulated in this Request for QualiﬁcaƟons (RFQ). The City's Public Works department will oversee the solicita Ɵon 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 opera Ɵng 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 produc Ɵon, and distribu Ɵon in the region. With a growing and diverse popula Ɵon 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 implemen Ɵng energy-related improvements and usage reducƟon measures under the authority of California Government Code secƟon 4217.10 et seq. (Sec Ɵon 4217.10). The speciﬁc City facili Ɵes and the scope of the Project being considered are de tailed in Sec Ɵon I II of this RFQ, with the City aiming to implement the Project (or por Ɵons of it) in order to reduce energy costs of City facili Ɵes, 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 iden Ɵfy 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 Sec Ɵon 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 sec Ɵon 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 Par Ɵes 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 por Ɵons thereof) may be subject to individual nego ƟaƟons for price and scope. The City is seeking the exper Ɵse and input from PROPOSER on approaches to achieve reduc Ɵons in energy expenses at the designated facili Ɵes and accordingly are invited to provide sugges Ɵons 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 implementa Ɵon 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 u Ɵlity conservaƟon measures and cost reduc Ɵon 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 opera Ɵonal savings at key city - owned sites including the City Corpora Ɵon Yard, City Hall North/South/Annex, Police Department, Wastewater Treatment Plants, Water Resources facili Ɵes, and R Street Community Center, and Other City Run FaciliƟes.
c. Projects include interior and exterior LED ligh Ɵng upgrades, streetlight upgrades, HVAC replacements and controls, solar PV and baƩery installaƟons, and EV charging staƟons. d. Energy Conserva Ɵon Measures: Implementa Ɵon of measures such as HVAC op ƟmizaƟon, 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 three- day 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 condi Ɵon under which the work described herein must be performed, hereby proposes the proposer will fulﬁll the obliga Ɵons contained herein in accordance with all instruc Ɵons, terms, condi Ɵons, and speciﬁcaƟons set f orth; 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.

INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 2 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022

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 t his 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.

INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 3 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022

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.

INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 4 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022

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:

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.

INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 5 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022

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.

16.2.2 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, e xcept for workers’ compensation insurance, must be placed with insurers

INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 6 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022

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 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 C ITY 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 represent s and warrant s 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

INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 9 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022

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

INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 10 of 10 Https://Bakersfieldcity1-My.Sharepoint.Com/Personal/Jmanriquez_Bakersfieldcity_Us/Documents/RFP (Apryl)/Independent-K-Over $40,000.Docx Updated – August 15, 2022

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/meetup-
join/19%3ameeting _ Yzdh Y zM5MDUtNTY2MC00ZWJiL WizOWMtMDBhZDAxZmJiMmJm%40th read.v2/0?context=% 7b%22Tid%22%3a%22b87e I 989-b8ec-4257-985c- 6fddc250 la59%22%2c%22Oid%22%3a%222ecfa6d5-0009-40a7-b481-e4249 2e4b324%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

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 1 of 2 Updated – October 29, 2024
Exhibit B
Scope of Work: IGA and Presentation Reports

1.1. IGA OBJECTIVES:

The purpose for the IGA is to perform planning, analysis, design and implementation services focused on fleet electrification , EV charging stations , and other zero emissions infrastructure.

1.2. SERVICES TO BE PROVIDED:

The development and design will determine the scope of improvements, energy and maintenance savings potential, construction management plan, and guaranteed PROJECT price for the following scopes of work:

1.2.1. Develop a fleet decarbonization plan that complies with various California Air Resources Board’s (“CARB”) rules including but not limited to the Advanced Clean Fleets Rule, Zero-Emission Forklift Regulations, Advanced Clean Cars II, and Small Off Road Engines, and which will include:

1.2.1.1. Energy modelling to estimate long term kWh and/or hydrogen demand for all fleet vehicles;

1.2.1.2. Long term charging and/or hydrogen fueling strategy including recommended power level and quantity of EVCS and/or minimum size of hydrogen fueling stations at the other sites that may host zero -emission vehicles; and

1.2.1.3. Fleet replacement plan that complies with applicable CARB regulations.

1.2.2. Conceptual design for full decarbonization infrastructure buildout at each site that is expected to host zero-emission vehicles.

1.2.3. Develop final scope of work and design for first phase of zero -emission infrastructure at facilities selected by CITY and CONTRACTOR.

1.2.4. Final energy and maintenance savings potential for each facility and infrastructure upgrade.

1.2.5. Project funding options and support.

1.2.6. Coordinate with the utility for new service applications already submitted.

If needed, apply for new utility services or EVCS or hydrogen fueling stations at additional locations.

1.2.7. Final price for construction of selected PROJECTS.

1.3. RESPONSIBILITY OF THE CITY:

CITY agrees to provide:

1.3.1. Fleet inventory and vehicle utilization data (telematics, milage logs, odometer readings, etc.) for 12+ months.

1.3.2. 12+ months of fleet fuel consumption, operating costs, maintenance costs, and other relevant information.

1.3.3. Operations and maintenance manuals and other information.

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 2 of 2 Updated – October 29, 2024

1.3.4. As-built drawings for the existing buildings and the including mechanical, electrical and architectural drawings.

1.3.5. Utility data and/or bills for identified sites.

1.3.6. Square footage for each site.

1.3.7. Access to buildings, sites and other property for auditing and inspections.

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

1.3.9. Copies of submitted PG&E EV fleet applications and any other secured grants, incentives, or other funding sources.

1.3.10 Any other information Willdan deems necessary to complete the Scope of work.

JROBERTSON\38580.00001\5035339.11
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 1 of 1 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 – Scope of Work, at the direction of the CITY.

CITY reserves the right to add or remove PREMISES at any time during IGA process.

Additionally, CITY intends that CONTRACTOR will have exclusivity of PROJECTS being developed regardless of PREMISES identified in the above list.

Facility / Site Department Address
Corp Yard A Public Works 4101 Truxtun Ave
Corp Yard B Public Works 4101 Truxtun Ave
Corp Yard C Public Works 4101 Truxtun Ave
Corp Yard D Public Works 4101 Truxtun Ave
BPD Westside Substation Police 1301 Buena Vista Rd
BPD Downtown Headquarters Police 1601 Truxtun Ave
BPD Training Facility Admin Police 4646 California Ave
BPD Training Facility Police 4646 California Ave
BPD Property Room Police 3425 Truxtun Ave
BPD Shooting Range Police 3419 Truxtun Ave
City Hall North Public Works 1600 Truxtun Ave
City Hall South Public Works 1501 Truxtun Ave
Annex (Public Works) Public Works 1501 Truxtun Ave
Development Services & Parking Deck Public Works 1701 Chester Ave 3737 Stockdale Hwy (Offices) Property Management 3737 Stockdale Hwy Fleet Services & Comms Public Works 1515 Eye Street
Silver Creek Community Center & Pool Parks & Rec 7011 Harris Rd Silver Creek Park Parks & Rec 7011 Harris Rd
River Walk Parks & Rec 11200 Stockdale Hwy
River Walk - Parks & Rec Substation Parks & Rec 11200 Stockdale Hwy Martin Luther King Park Parks & Rec 1000 S Owen St
Mill Creek Park Parks & Rec 610 17th St
Community House (Mill Creek Park) Parks & Rec 610 17th St McMurtrey Aquatic Center Parks & Rec 1325 Q St #200
Valley Children's Ice Center Parks & Rec 1325 Q St #100 Dignity Health Arena & Convention Center Public Works 1001 Truxtun Ave Airport Maint. Office Public Works 2000 S. Union
Airport Training Room Public Works 2000 S. Union
Airport Hangars Public Works 2000 S. Union
CBACC (Animal Care Center) Animal Care Center 201 South Mount Vernon Ave Green Waste Recycling Facility Solid Waste 2601 Mt. Vernon Ave Panorama Solid Waste Solid Waste 4200 Panorama Dr
City Material Recovery Facility (MRF) Solid Waste 2260 S. Union Brundage Lane Navigation Center City Manager 1900 E Brundage Ln Parking Garage (18th & Eye St) Public Works 1810 Eye St Amtrak Station Public Works 601 Truxtun Ave
Visit Bakersfield Public Works 515 Truxtun
Treatment & Rehabilitation Facility City Manager 2310 Wible Road WWTP #2 Water Dept 1700 E Planz Rd
WWTP #3 Water Dept 6901 McCutchen Rd
Water Resources Office Water Dept 1000 Buena Vista Rd
FS 1 Fire 2101 H St
FS 2 Fire 716 E 21st St
FS 2 Maintenance Shop Fire 716 E 21st St
FS 3 Fire 3400 Palm St
FS 4 Fire 130 Bernard St
FS 5 Fire 106 E White Ln
FS 6 Fire 127 Brundage Ln
FS 7 Fire 4030 Soranno Ave
FS 8 Fire 2213 University Ave
FS 9 Fire 7912 Westwold Dr
FS 10 Fire 12100 Alfred Harrell Expy
FS 11 Fire 7000 Stockdale Hwy
FS 13 Fire 4900 Poppyseed
FS 14 Fire 5815 Mountain Vista Dr
FS 15 Fire 1301 Buena Vista Rd

Bakersfield City CouncilJune 25, 2025

Bakersfield City Council
June 25, 2025