JROBERTSON\38580.00001\5306428.4 -- Page 1 of 4 Pages -- AGREEMENT NO. __________________
AMENDMENT NO. [1] TO
AGREEMENT NO. 2025-164
This AMENDMENT NO. 1 TO AGREEMENT NO. 2025-164 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, CITY and CONTRACTOR previously entered into AGREEMENT NO. 2025-164, dated August 27 , 2025 (the “ AGREEMENT”), whereby CITY engaged CONTRACTOR to perform a Preliminary Investment Grade Audit Analysis to ultimately present a project proposal for CONTRACTOR to design, procure, install, implement, maintain, and monitor energy saving measures at certain PREMISES of the CITY pursuant to an Energy Savings Performance Contract which the Parties intend to negotiate and enter into following the successful conclusion of the Investment Grade Audit and required public hearings;
WHEREAS, CONTRACTOR has presented to the CITY preliminary results of CONTRACTOR’s analysis, showing in CONTRACTOR’s opinion the Energy Savings Performance Contract Proposal, when delivered to the CITY in accordance with the terms of the AGREEMENT, will contain a package of energy saving measures such that the anticipated cost to the CITY for energy or conservation services provided by the PROJECT under the Energy Savings Performance Contract will be less than the anticipated marginal cost to the CITY of energy that would have been consumed by the CITY in the absence of those purchases;
WHEREAS, having reviewed such preliminary results and having determined that it will be in the best interests of the CITY for CONTRACTOR to perform certain preconstruction services, including the procurement of certain materials and equipment that have long manufacturing and/or delivery lead times (“ LONG LEAD-TIME MATERIAL”), the CITY has elected to move forward with procuring the LONG LEAD-TIME MATERIAL by executing this Amendment in anticipation of the successful completion of the Investment Grade Audit and the acceptance by CITY of an Energy Savings Performance Contract Proposal that will satisfy the requirements of California Government Code Section 4217.10 et seq.;
JROBERTSON\38580.00001\5306428.4 -- Page 2 of 4 Pages -- WHEREAS, CONTRACTOR desires to provide preconstruction services to the CITY with respect to ordering LONG LEAD -TIME MATERIAL to facilitate, and in preparation for, the potential development and construction of the Project;
WHEREAS, the Parties acknowledge that CONTRACTOR and CITY intend to negotiate an Energy Savings Performance Contract subject to the terms of the Agreement, as amended; and
WHEREAS, the Parties also acknowledge that CITY is not obligated to enter into an Energy Savings Performance Contract or otherwise proceed with the Project, except as set out in the Agreement, as amended;
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
1. Section 1 of the Agreement, entitled “SCOPE OF WORK ,” is hereby amended to insert the following Subsection C at the end of the Subsection entitled “Phase 1: Preliminary IGA Analysis:”
(C) Attached as Exhibit E is the initial scope of work for the procurement of certain Long Lead -Time Materials (the
“Procurement Scope”). The CITY hereby accepts the
Procurement Scope and authorizes and directs CONTRACTOR to perform the Procurement Scope consistent therewith. The Procurement Scope may be amended from time to time by
CONTRACTOR and the CITY, to add or delete Long Lead-Time Materials, pursuant to Section 30 of the Amended Contract.
2. Section 2 of the Agreement, entitled “COMPENSATION/PAYMENT PROCEDURE,” is hereby amended to insert the following at the end of the Subsection entitled “Phase 1: Preliminary IGA Analysis:”
(B) Invoicing and Payment for Long Lead-Time Materials.
(1) CITY will make milestone payments to CONTRACTOR as described in the Procurement Scope in which the total
amount does not exceed THREE HUNDRED FORTY-FOUR
THOUSAND TWO HUNDRED FORTY DOLLARS ($344,240)
(“Long Lead Materials Contract Price”), exclusive of any taxes, tariffs, shipping and unloading costs, which will be invoiced and paid separately. Storage is excluded from the Procurement Scope and the Long Lead Materials
Contract Price. Except as set forth in the Energy Savings Performance Contract, storage of the Long Lead -Time
Materials is the responsibility of the CITY.
JROBERTSON\38580.00001\5306428.4 -- Page 3 of 4 Pages --
(2) CONTRACTOR shall provide invoices to CITY upon
milestone completion seeking payment for the LONG
LEAD-TIME MATERIALS procured in relation to that
milestone. All such payments shall be separate and
apart from, and not included in, the Backout Fee.
(3) Payment by the CITY is due within ten (10) days of the date of each invoice.
(4) Payments for LONG LEAD -TIME MATERIALS invoices are not subject to retention or withholding.
(5) Upon payment in full for the LONG LEAD-TIME MATERIALS, title to the equipment purchased shall pass to the CITY and the CITY shall be responsible for the risk of loss of said equipment, including but not limited to damage,
destruction or theft thereof, unless and until an Energy Savings Performance Contract is entered into for
installation of such equipment by CONTRACTOR as set
forth in the applicable Energy Savings Performance
Contract.
3. Section 4 of the Agreement, entitled “TERMINATION” is hereby amended to insert the following at the end of the Section:
If CITY terminates the Agreement, CITY will pay in full all invoices for Procurement Scope work completed by CONTRACTOR as
of the date of the termination notice regardless of the delivery status of the LONG LEAD-TIME MATERIALS. Further, in the event CITY terminates the Agreement, it will pay all reasonably expected profits.
4. Should any provision of the Agreement be found or be deemed invalid, the Agreement will be construed as not containing that provision, and all other provisions, which are otherwise lawful, will remain in full force and effect, and to this end the provisions of the Agreement are declared to be severable.
5. Except as amended herein, all provisions of Agreement No. 2025-164 shall remain in full force and effect.
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JROBERTSON\38580.00001\5306428.4 -- Page 4 of 4 Pages -- IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1 TO AGREEMENT NO. 2025- 164 to be executed the day and year first above written.
“CITY” “CONTRACTOR”
CITY OF BAKERSFIELD WILLDAN ENERGY SOLUTIONS
By: ____________________________ By: ________________________________
KAREN GOH
Mayor Print Name: ________________________
Title: ___________________________
APPROVED AS TO CONTENT:
WATER DEPARTMENT
By: ____________________________
KRISTINA BUDAK
Water Director
APPROVED AS TO FORM: COUNTERSIGNED:
(Deputy) City Attorney: _______________________ Finance Director: _____________________
MATTHEW COLLOM RANDY MCKEEGAN
Insurance: ____________