Bakersfield City Council
April 8, 2026

AGREEMENT NO.
20 25- 105

INDEPENDENT CONTRACTOR' S AGREEMENT

FOR MULTI - PHASE PROJECT
Over $ 100, 000]
This INDEPENDENT CONTRACTOR' S AGREEMENT (" AGREEMENT") is made and entered into on JUN 7 5 2025 by and between the CITY OF BAKERSFIELD, a municipal corporation ( referred to herein as " CITY"), and WILLDANENERGY SOLUTIONS, a California corporation with California state contractor' s license number 1065713, authorized to do business in California ( referred to herein as CONTRACTOR").

RECITALS
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 and EV charging facilities, streetlighting, wastewater energy production/ use, solar and battery installations, building HVAC and lighting improvements, and other projects that contribute to CITY' s goals (" PROJECTS"); and
WHEREAS, CONTRACTOR has agreed to provide a Preliminary Investment Grade Audit Analysis (" PRELIM"), which is attached hereto and incorporated herein by reference as Exhibit B - " Phase 1 Scope of Work: Preliminary IGA Analysis," of CITY' s properties, buildings, facilities, sites, and existing infrastructure JROBERTSON\ 38580. 00001\ 5035340. 15
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the " PREMISES") identified in Exhibit C - " List of Premises," attached hereto and incorporated herein by reference; and
WHEREAS, following completion of the PRELIM, if the results of the PRELIM are acceptable to the CITY, the parties intend to proceed with CONTRACTOR' s performance of a detailed Investment Grade Audit (" IGA") and the associated presentation and reports as set forth in Exhibit D - " Phase 2 Scope of Work:

Detailed IGA and Presentation Reports," attached hereto and incorporated. herein by reference; and
WHEREAS, if the CITY proceeds with the Phase 2 Scope of Work as set forth in this Agreement, CONTRACTOR shall provide CITYwith the IGA results in the form of a presentation and corresponding proposals for certain PROJECTSwhich are designed to meet the energy savings requirements of California Government Code § 4217. 10 et seq.; and
WHEREAS, if the proposed PROJECTS are acceptable to CITY, subject to approval by the City Council in a duly noticed public meeting in accordance with California Government Code § 4217. 10 et seq, the Parties hereby intend to enter into one or more Energy Savings Performance Contracts ( each an " ESPC") with CONTRACTOR to design, engineer, procure, construct, install, and commission the proposed PROJECTS, and to provide such other services as necessary to achieve energy and operational savings for the identified PREMISES; and
WHEREAS, the Parties mutually understand and agree that nothing in this Agreement is intended to bind the CITY to proceed with the Phase 2 Scope of Work or future execution of any particular PROJECT or ESPC, nor shall this Agreement be construed as such; and
WHEREAS, CONTRACTOR has an adequate number of properly licensed and experienced employees on its staff to accomplish the tasks set forth in this AGREEMENT and to deliver the SERVICES to the CITY; and
WHEREAS, CITY is authorized under the laws of the State of California to enter into this AGREEMENT for the purposes set forth herein; and NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:

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

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Phase 1: Preliminary IGA Analysis
A) As described in Exhibit B, the CONTRACTOR will perform a city- wide preliminary analysis ( the PRELIM) at the PREMISESto identify and evaluate the anticipated cost savings to be generated by proposed energy measures, generation opportunities, and other improvements at the PREMISES. The CITY reserves the right, at its sole discretion, to elect not to move forward with Phase 2 or any subsequent phase of this AGREEMENT.

B) The Phase 1 PRELIM will commence upon formal Notice - to - Proceed (" NTP") from the CITY and shall be completed within six 6) months, unless otherwise mutually agreed by the Parties.

Phase 2: Detailed IGA and Presentation Reports
A) If and to the extent CITY decides to move forward with Phase 2 of the SERVICES as described in Exhibit D, CONTRACTOR will perform an IGA of the PREMISESto further design and develop the scope of work for proposed PROJECTS.

B) For the IGA, CONTRACTOR will: develop and design proposed PROJECTS scope( s) of work; conduct preconstruction activities; manage competitive subcontractor pricing process; establish a guaranteed maximum price (" GMAX") for the selected
PROJECTS; finalize cost savings anticipated to be generated by the selected PROJECTS; determine possible grants, incentives, and other funding sources; produce pro forma, cash flow, and financing scenarios; develop preliminary project schedule( s) and implementation planning; provide final presentation reports for CITY consideration; and produce other pertinent information for CITY to make decisions on which PROJECTS to move forward with turnkey implementation. These SERVICES will be included in the CONTRACTOR' s final Phase 2 proposal and presentation for the PROJECTS.

C) The Phase 2 IGA will commence upon agreement of the
PROJECTS to be included and formal Notice - to - Proceed (" NTP") from the CITY, and shall be completed within eight ( 8) months, unless otherwise mutually agreed by the Parties.

D) As a final presentation of the IGA, CONTRACTOR will propose a GMAX for one or more ESPCs or other design - build contract( s) with CONTRACTOR upon delivery of the completed IGA.

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Phase 3: Project Selection and Potential Subsequent Contracting A) If the CONTRACTOR' s Phase 2 IGA Report and Presentation Proposal — which shall be presented to CITY personnel possessing the requisite technical training and expertise to evaluate the Proposal( s)— is deemed satisfactory by the CITY, and if the CITY determines that the anticipated cost for implementing the PROJECTS described therein is less than the anticipated cost to CITY for thermal, electrical, and other energy, together with the associated operational, maintenance, and other costs that would otherwise be consumed in the absence of the PROJECTS, in compliance with California Government Code §§ 4217. 10 through 4217. 18, then the CITY intends to enter into one or more ESPCs with the CONTRACTOR for the implementation of the PROJECTS, only if and to the extent such ESPC(s) are approved by CITY'S City Council at a duly noticed public meeting in accordance with applicable law. CITY is under no obligation to execute an ESPC with CONTRACTOR.

B) As part of the contemplated Phase 3 Project Selection process, CITY may request, and upon request the CONTRACTOR shall provide, a guarantee, based on industry standards for
Measurement and Verification (" M& V"), of the savings
anticipated to be generated by the PROJECTS over the useful life of the improvements. Any such election and engagement shall be memorialized in the ESPC for the applicable PROJECT, subject to final approval by the City Council as set forth above.

2. COMPENSATION/ PAYMENT PROCEDURE. Subject to the conditions of this section, CITYwill pay CONTRACTOR as follows for performing the Scope of Work COMPENSATION"):

Phase 1: Preliminary IGA Analysis
A) Phase 1 City - Wide Preliminary IGA Analysis: CITY is under no obligation to pay for the PRELIM analysis scope of work and project planning service. The CITYshall be under no obligation to pay for Phase 1, which is hereby designated as NOT TO EXCEED ZERO DOLLARS ($ 0. 00).

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

EIGHTY- NINE THOUSAND SEVEN HUNDRED SIXTY- ONE DOLLARS
289, 761) ( hereafter referred to as the " Backout Fee," which shall fully compensate CONTRACTOR for project development, design, planning, and subconsultant costs incurred by
CONTRACTOR to complete the IGA services, reports, and
PROJECTproposals for the CITYset forth in Exhibit D.

B) Backout Fee Provisions
1) Notwithstanding the above, the CITY shall be obligated to pay the Backout Fee ONLY if the CITY elects not to move forward with any of the proposed PROJECTS or
improvements presented in the final IGA contemplated
herein as Phase 3.
2) In the event the CITY chooses to proceed with at least one PROJECT from the IGA under an ESPC or other design - build contract with CONTRACTOR, the CITY shall have no
obligation to pay the Backout Fee described in subsection A) above.
3) Under no circumstance shall the Backout Fee, or any
portion thereof, be billed, credited, or otherwise included in any future project costs, including but not limited to staff hourly rates or other direct or indirect costs, if the CITY elects to move forward with one or more PROJECTS of any
agreement amount.

Phase 3: Project Selection and Potential Subsequent Contracting A) Project Selection and Approval: If the CONTRACTOR' s Phase 2 IGA Report and Presentation Proposal is deemed satisfactory by the CITY, the CITY, subject to formal approval by the CITY Council at a duly noticed public meeting, intends to proceed with one or more PROJECTS by entering into a subsequent ESPC or 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 PROJECTunless expressly agreed to in such r -
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subsequent contract. The Parties agree that CITY shall be under no obligation to further compensate CONTRACTOR for Phase 3 under this Agreement, as any such compensation shall be set forth in a future agreement( s).

B) In the event the CITY does not proceed with any PROJECTS proposed in the Phase 2 IGA, the CITYshall be obligated to pay the Backout Fee as set forth in the Backout Fee provisions of Phase 2, above. Under no circumstances shall any portion of such IGA fee be incorporated into, or billed as part of, any future project costs, including but not limited to staff hourly rates or other direct or indirect costs if any proposed project is approved in a separate agreement.

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

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

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

5. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR' s sole cost, comply with all applicable requirements of CITY, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this AGREEMENT, and shall faithfully observe, in all activities relating to or growing out of this AGREEMENT, all applicable CITY ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate ( Bakersfield Municipal Code Chapter 5. 02) where required.

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

CONTRACTOR is not an agent or employee of the CITYfor any purpose and Q i1
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CONTRACTOR' S AGREEMENT -Over $ 100, 000 Page 6 of 15 Updated - October 29, 2024
is not entitled to any of the benefits provided by CITYto its employees. This AGREEMENTshall 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 SERVICESdescribed 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 firstwritten 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 41097. 6. In accordance with California Government Code § 1097. 6( c) ( 1), CONTRACTOR' s duties and services under this AGREEMENTshall not include preparing or assisting CITYwith any portion of CITY's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting,. including with respect to any subsequent phase of the PROJECTS.

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

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

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

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ORIGINAL

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

14. SB 854 COMPLIANCE. To the extent Labor Code Section 1771. 1 applies to this AGREEMENT, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in such chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5.

It is not a violation of Labor Code Section 1771. 1 for an unregistered contractor to submit a bid that is authorized by Section 7029. 1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725. 5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

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

16. INSURANCE.

16. 1 Types and Limits of Insurance. In addition to any other insurance or security required under this AGREEMENT, CONTRACTOR must procure and maintain, for the duration of this AGREEMENT, the types and limits of insurance below (" Basic Insurance Requirements").

16. 1. 1 Automobile liability insurance, providing coverage for owned, non - owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $ 1,000, 000 per occurrence.

16. 1. 2 Commercial - general liability insurance, unless otherwise approved by CITY' s Risk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $ 1,000, 000 per occurrence.

The policy must:

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16. 1. 2. 1 Provide contractual liability coverage for the terms of this AGREEMENT;

16. 1. 2. 2 Provide products and completed operations
coverage;

16. 1. 2. 3 Provide premises, operations, and mobile
equipment coverage; and

16. 1. 2. 4 Contain an additional insured endorsement in favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.

16. 1. 3 Workers' compensation insurance with limits of not less than 1, 000, 000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:

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

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

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

16. 2 General Provisions Applying to All Insurance Types.

16. 2. 1 All policies required of CONTRACTOR must be written on a first - dollar coverage basis, or contain a deductible
provision. Subject to CITY' s advance approval,
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all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which isintended to defeat the intent or protection of an additional insured.

16. 2. 2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of CONTRACTOR' s insurance and must not
contribute with it.

16. 2. 3 The insurance required above, except for workers' compensation insurance, must be placed with insurers with a Best's rating as approved by CITY's RiskManager, but in no event less than A-: VII. Any deductibles, self - insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this AGREEMENT, or insurance rated below Best' s A-: VII, must be declared prior to execution of this AGREEMENT and approved by CITY in writing.

16. 2. 4 The insurance required in this section must be maintained until the SERVICES are satisfactorily completed as
evidenced by CITY' s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.

16. 2. 5 Full compensation for all premiums which the CONTRACTOR is required to pay to satisfy the Basic Insurance
Requirements shall be considered as included in the prices paid for the performance of the SERVICES, and no
additional allowance will be made therefor or for additional premiums which may be required by extensions of the
policies of insurance.

16. 2. 6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this AGREEMENT.

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ORIGINA "

16. 2. 7 CONTRACTOR shall require each subcontractor to maintain such levels and types of insurance coverage as are
appropriate for the SERVICES to be performed by such
subcontractor.

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

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

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

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

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

21. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all JROBERTSON\ 38580. 00001\ 5035340. 15
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costs incurred in performance of this AGREEMENT. Such records and documentation shall be kept at CONTRACTOR' s office during the term of this AGREEMENT, and for a period of three years from the date of the final payment hereunder.

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

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

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

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

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

27. FURTHERASSURANCES. 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 AGREEMENTshall be brought in Kern County, California.

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

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

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

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

CITY: CITY OF BAKERSFIELD

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

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

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

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

35. TAX NUMBERS-.

CONTRACTOR' s Federal Tax ID Number: 14- 1951112
CONTRACTOR is a corporation? Yes
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IN WITNESSWHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date first written above.

CITY"

CITY OF BAKERSFI
By:

KAREN GOH
Mayor
APPROVED AS TO CONTENT:

PUBLIC WORKS DEPARTMENT
CONTRACTOR"

WILLDAN ENERGY SOLUTIO
By: ---- -
CHARY AdEM
Public Works Director
APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney
By:

D

ASHLEYJAAMBRANO
Deputy City Attorney II
Insurance:

COUNTERSIGNED:

By: I----
RkNDYJACKEEGAN
Finance Director
Attachments: Exhibit A - Request for Qualifications ( RFQ) for Design -Build Energy Services Exhibit B - Phase 1 Scope of Work: Preliminary IGA Analysis Exhibit C - List of Premises
Exhibit D - Phase 2 Scope of Work: Detailed IGA & Presentation Reports JROBERTSON\ 38580. 00001\ 5035340r15
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Exhibit A
Request for Qualifications ( RFQ) for Design -Build Energy Services for the City of Bakersfield
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BAKERSFIELD
THE SOUND OF awl4is 1j
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
atovar@bakersfieldcity. us
Request for Qualifications
Design -Build Energy Services Request for Qualifications Respondents to the Request for Qualifications ( 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 multiple questions concerning the scope of professional services required.

Respondents to the Request for Qualification ( RFQ) are encouraged to attend the optional Pre - proposal meeting for information about the Project outlined below.

HOW TO RESPOND TO THIS RFQ:

NOTICE IS HEREBYGIVEN that Request for Qualification ( RFQ) are invited by the City of Bakersfield, California for specifications to provide DESIGN -BUILD ENERGYSERVICES.

Statement of Qualifications ( 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 S: OOpm 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. Consideration has been included for mail delivery and holidays in calculating the response date. Proposers are solely responsible for ensuring timely receipt of proposals and responses received after the Due Date will not be considered.

The postmark date will not constitute a timely 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 estimated dates and times of actions related to this RFQ. The actions with specific dates must be completed as indicated unless otherwise changed. If it becomes necessary to change any of the specific dates and times in the calendar of events listed below, an addendum to the RFQ will be issued.
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Design -Build Energy Services Request for Qualifications, City of Bakersfield Important Dates Date
City issues RFQ July 3V, 2024
Optional Pre - Proposal Conference August 6th, 2024
SOQ Due August 215t, 2024
Proposal Ranks are Released September 4th, 2024
The City of Bakersfield reserves the right to reject any or all proposals, or portion thereof, received in response to the RFQ and to waive technicalities and informalities 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 portion of a record is exempt from disclosure, generally, the rest of the record must be disclosed.

If the proposer believes that portions of a prop
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Design -Build Energy Services Request for Qualifications, City of Bakersfield I. INTRODUCTION
The City of Bakersfield is inviting Statements of Qualifications (SOQ) from qualified EnergyServices Companies ( ESCOs) and other qualified organizations for comprehensive Design -Build services.

Other qualified organizations are defined as organizations that have completed large- scale projects utilizing California Government Code section 4217. 10. These services include the implementation of energy conservation, energy efficiency, energy generation, and related energy capital improvements, at specified City facilities. This initiative aligns with the City' s objectives under California Government Code section 4217. 10 et seq. and aims to facilitate significant advancements in areas such as Fleet Transition & EV Charging Facilities, Streetlighting, Wastewater Energy Production/ Use, Solar and Battery Installations, Building HVAC and Lighting Improvements, and other innovative projects that contribute to the city' s goals.

The City of Bakersfield intends to utilize the progressive Design -Build process as outlined in California Public Contract Code section 22185 et seq. ( Senate Bill 706), without providing upfront capital. Instead, it is anticipated that the savings generated from the implemented conservation and efficiency measures will finance the project costs over their useful life. The City of Bakersfield is open to other mechanisms to fund potential 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 ESCOor other qualified proposer to finalize the design and commence construction. 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 alternative proposals for the remaining work, either from other proposers or through a competitive 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 organizations that conduct energy savings projects. This RFQalso highlights the intended project approach of conducting an IGA, identifying 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 ultimately leads to a design - build project the yields the City of Bakersfield energy savings, fuel savings, operational savings, or staff time.

Proposals must adhere to both general and special requirements as stipulated in this Request for Qualifications ( RFQ). The City' s Public Works department will oversee the solicitation process, seeking innovative and effective proposals from ESCOsand other qualified organizations capable of providing the listed Design -Build Energy Services. This initiative underscores the City of Bakersfield' s commitment to enhancing the quality and efficiency of its public facilities and services. 4 ORIGINAL'
Design -Build Energy Services Request for Qualifications, City of Bakersfield H. BACKGROUND
Located in the southern end of California' s Central Valley, Bakersfield is a Charter City operating 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.

Bakersfieldis roughly 110 miles northeast of LosAngeles, making it a significant hub for agriculture, energy production, and distribution in the region. With a growing and diverse population 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 substantial portion of its budget on utility costs. As such, the City of Bakersfield is seeking the services of a qualified ESCOor other qualified organization to provide comprehensive Design -Build and related services for implementing energy -related improvements and usage reduction measures under the authority of California Government Code section 4217. 10 et seq. ( Section 4217. 10). The specific City facilities and the scope of the Project being considered are detailed in Section III of this RFQ, with the City aiming to implement the Project ( or portions of it) in order to reduce energy costs of City facilities, 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 discretion.

The selected organizations will be expected to conduct a thorough assessment of the City' s facilities and existing infrastructure to identify and evaluate the expected cost savingsgenerated by the energy measures or improvements. Following this, the organization will define the scope of work, total cost, and guaranteed savingsgenerated by the proposed Project. Designand preconstruction activities will commence to establish a GMAX for the project which could be financed or paid for entirely 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 construction of the Project. Construction will be conditional upon the City obtaining and approving funding for the Project as described in Section 4217. 10. Following completion of the Project, PROPOSERwill be expected to guarantee the savings generated by the Project over the useful life of the improvements.

As provided in Public Contract Code section 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 construction work for the Project, the City may solicit proposals to complete the Project from other Responding Parties to this RFQ. Alternatively, the City also may formally solicit proposals from other entities and award a contract on a best -value basis, subject to the City making a written determination that it is in its best interests to do so. These Project delivery options should be considered and built into PROPOSER's project delivery and cost assumptions. The Project or portions thereof) may be subject to individual negotiations for price and scope. The City is seeking the expertise and input from PROPOSERon approaches to achieve reductions in energy expenses at the designated facilities and accordingly are invited to provide suggestions and recommendations to the City on the feasibility, structure, and preliminary findings to achieve those savings.
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Design -Build Energy Services Request for Qualifications, City of Bakersfield III. SCOPE OF WORK
The City of Bakersfield is inviting proposals from qualified ESCOs, or other qualified firms, to provide comprehensive Design -Build services for the implementation of energy and water efficiency projects within City facilities. 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. PROPOSERSare encouraged to propose energy -saving projects, with a preference for EV infrastructure implementation, street lighting, and other city facilities. 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 utilize guaranteed savings from improved utility conservation measures and cost reduction strategies to fund infrastructure improvements, under the framework of California Government Code sections 4217. 10- 4217. 18.

A. Project Sites
a. 14 Fire Stations
b. All Police Facilities including BPD Property Room
c. City Hall North
d. City Hall South / Public Works Annex
e. Corporation Yard Building A, B, C, D, and Break Room f. Streetlights without LED upgrades
g. Sewer and Storm Lift Stations
h. Wastewater Treatment Plant No. 2
L Wastewater Treatment Plant No. 3
j. Mt. Vernon Organics Recovery Facility
k. Mechanics Bank Arena and Convention Center
I. Valley Children' s Ice Center
m. Development Services Building
n. Water Resources Administration Building
o. Water Wells and Water Pumps
B. Potential Projects
a. Citywide Facility Assessment of all other facilities: Comprehensive assessment of all city facilities to identify potential energy and renewable energy opportunities. b. Specific Site Upgrades: Focus on energy efficiencies and operational savings at key city - owned sites including the City Corporation Yard, City Hall North/ South/ Annex, Police Department, Wastewater Treatment Plants, Water Resources facilities, and R Street Community Center, and Other City Run Facilities.
c. Projects include interior and exterior LED lighting upgrades, streetlight upgrades, HVAC replacements and controls, solar PV and battery installations, and EV charging stations. d. Energy Conservation Measures: Implementation of measures such as HVAC optimization, lighting retrofits, solar PVand battery installation, and building automation system upgrades. e. Renewable Energy Installations: Including solar PV systems and potentially other renewable sources based on - site assessments.
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Design -Build Energy Services Request for Qualifications, City of Bakersfield C. Project Goals
The selected PROPOSERwill develop, design, and build turnkey projects that incorporate the following elements:
a. Funding ( including but not limited to): Provided through a guaranteed reduction in utility costs, procurement of utility incentives, tax credits/ incentives, and/ or federal and state energy grants. Assumptions for ongoing costs will include maintenance, repairs, and replacement post -completion throughout its useful life. b. Energy Efficiency: Reduction in overall energy consumption and peak energy demands. c. Operational Savings: Significant reduction in maintenance and other operational costs to the City. System Upgrades: Upgrades, retrofits, or replacements of obsolete and/ or inefficient systems.
d. Technological Integration: Utilization of modern technology to achieve optimum 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 potential methodologies for addressing project goals. While the below scope of services is accepted, the City is open to any potential methodologies proposed. As mentioned above, ESCOsand all other relevant organizations shall be considered for their approach to addressing project goals. a. Energy Assessment:

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

II. Develop and present lists of potential energy -saving opportunities.

III. Perform detailed energy savings calculations, estimate retrofit costs, and calculate expected paybacks.

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

V. Offer " open book" models for energy and cost savings to facilitate City review and validation.
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 compatibility and integration with existing facilities.

III. Include lifecycle cost analyses, timetables for completion, and specific financing arrangements in the designs.
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Design -Build Energy Services Request for Qualifications, City of Bakersfield c. Project Financing:

I. The City anticipates financing the Project through a combination of facility ground leases and facility financing contracts, as outlined in California Government Code section 4217. 10 et seq. Firms are encouraged to propose innovative financing solutions 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 licensesand 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 ServicesCompanies NAESCO) and is included on the U.S, Department of Energy' s (DOE) Qualified List of Energy Service Companies.

L Other qualified organizations are defined as organizations that have completed large- scale projects utilizing California Government Code section 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 ClassA— General Engineeringand a ClassB— 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: Havenot filed for bankruptcyunder any businessname 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 RFQin order to prevent any misunderstandings. Any clarifications provided will be in writing through an Addendum to his RFQ.
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Design -Build Energy Services Request for Qualifications, City of Bakersfield 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 RFQand 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 promotional material. Lengthy narrative is discouraged.

II. Introduction: Asummarystatement that demonstratestheResponding Party has a clearunderstandingof theCity' s objectivesand how it expectsto address them. Acknowledgeyour firm will sign the City' s StandardProfessional Services Agreement ( attached). Contractors must have the required insurance limits. III.

Company Profile: The RespondingParty shall providea generaldescriptionof thefirm, includinga briefhistoryand summaryof its experiencein providing similar servicesas thoserequestedin theRFQin relationto ourfacility characteristicsand projectobjectives. IV.

Ownership & Corporate Information: If theRespondingParty is a privatelyheld corporation, limited liability company, partnership, or jointventure, provide a listingof all of theentity's shareholders, partners, or membersknown at thetimeof theproposalsubmissionwill performwork on the project.

If theRespondingParty is a corporationlimited liability company, partnership, joint venture, or otherlegal entity, provide a copyof the organizational documents or agreementcommitting to formthe organization.

V.

Managementand Staffing: List the roles, responsibilitiesand hourlypay rates of theindividualswho will be directlyinvolved with the project, including the ProjectManager, .that will be theprimarycontact with City staff and any subcontractors, and providetheir individualresumes. W

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Design -Build Energy Services Request for Qualifications, City -of Bakersfield VI. Prior Related Experience and Competence: The successful Contractor shall beskilledandregularlyengagedinthe generalclassor typeof work called for bythis Request for Qualifications and also have no less than five ( 5) years of experience in the magnitude and character of the work proposed. It is the intention of the City to award a contract to a Responding Party who furnishes the satisfactory evidence that they have the requisite. experience, ability, sufficient capital, and facilities to enable them to perform the work successfully and properly, and to complete it within the time 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 satisfactorily on other contracts of like nature, magnitude, and comparable difficulty. The City will only consider submittals from ESCOs, or other qualified firms, whose proposed team can demonstrate the following background and capabilities:
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 installation of photovoltaic systems at Municipal facilities to reduce energy consumption;
7) Demonstrated experience in integrating new photovoltaic systems to work with existing monitoring systems at Municipal facilities;
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
qualification statement will perform the services should it be chosen.
10) Financial capacity of the firm including the disclosure of any bankruptcies, pending litigation, mergers, or office closures which might impede Proposer' s ability to complete the
contract.
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Design -Build Energy Services Request for Qualifications, City of Bakersfield 11) Describe your firm' s capabilities, experience, and approach to preparingenergy assessmentsand implementing projectsfor 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. Projectsshould 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 servicesindependentof its own specificbusinessportfolio.

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.
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Design -Build Energy Services Request for Qualifications, City of Bakersfield 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.

Vill. Litigation Disclosure: Describe any involvement as a party in any formal litigation, arbitration or mediation 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 description of the nature and outcome of such litigation.

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 documentation regarding levels of financing available from a financial institution.

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

XI. Bonding and Insurance: Responding Parties 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 information on exact insurance documents required under additional provisions.

XII. Subcontractor Listing: 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 description of the scope of work or materials to be provided byeach.

XIII. Worker' s Compensation & Safety: Responding Party shall provide information concerning workers' compensation experience history and a worker safety program.

XIV. Signature: Proposers shall sign and complete the attached signature page. 12 Design -Build Energy Services Request for Qualifications, City of Bakersfield XV. Safety Record: Responding Party shall demonstrate an acceptable safety record, with a proposer' s safety record being deemed acceptable if its experience modification 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 statistical standards for its business category.

XVI. Compensation/ Fee Schedule: All proposals shall include a detailed breakdown of the compensation proposed for completing the assessment if PROPOSERis initially selected, and the city chooses not to move forward with proposed projects or the initially selected organization following completion of the IGA.

XVIL Verification of Proposal: All information included in a Proposal shall be certified under penalty of perjury by the Proposer and its general partners or joint venture members.

VI. SELECTION CRITERIA AND FACTORS
The City' s selection of a contractor for this Project will be on the basis of demonstrated competence and professional qualifications necessaryforthe satisfactory performance ofthe services required. The City reserves the right to waive any technical errors, irregularities, or discrepancies, to do so is deemed to serve the best interests of the City. No contract will be awarded until all necessary investigations have been completed regarding the responsibility and qualifications of the firm or individual.

The Statement of Qualifications will be reviewed and evaluated by City staff based on the information provided in the proposal. Selection will be made on a " best qualified" basis.

Criteria for selection will include, but not be limited to, overall qualifications of firm; prior experience and successful completion of similar projects; technical ability; methodology and stated approach to the project; individual qualifications of project manager, other key staff members and sub -consultants; capacity of firm to complete project per City's timeline; references; and overall organization 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 notify the most qualified firm for agreement negotiations. If negotiations are not successful, the next most qualified firm may be notified for negotiations. Final approval and budgetary authorization will be by the City Council. Given the nature of the services, the City reserves the right to utilize its discretion in awarding the project.
13 Design -Build Energy Services Request for Qualifications, City of Bakersfield All proposals received by the specified deadline, will undergo a comprehensive review and assessment based on five distinct criteria, resulting in a maximum score of 100 points:

Approach to Process ( 35pts)
Past Project Experience ( 20pts)
References( 10pts)
Staff and Team Qualifications ( 25pts)
Overall Quality of SO ( 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 selection 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 recommendation or award the work to the recommended proposer.

The City reserves the right to reject any and all proposals and to waive informalities and minor irregularities 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 Section 37103, contracting with a proposer that is highly and technically skilled in their profession may properly be made by a municipality without competitive bidding. Therefore, the selection shall be made on the basis of demonstrated competence and on the professional qualifications of the applicants that can be performed at a fair and reasonable price to the City.

Vill. ADDITIONAL PROVISIONS
The City may request the Contractor to perform additional professional services that are not listed in the RFQ. At the direction of the City and subsequent to written authorization, Contractor agrees to render other services which shall include mutually agreed upon terms and conditions, including payment provisions. If the need for additional services is caused by error, omission, or negligence by the selected organization or persons employed by the selected organization, or is required by this request for quotes/ rates, the Contractor shall render the directed additional services without additional 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 organization in responding to this RFQ and shall not be liable to any proposer for costs attributed to the design of the project until the proposer has executed a contract with the City of Bakersfield and been authorized in writing to proceed. The City of Bakersfield reserves the right to terminate this RFQafterthree- day notice to all prospective proposers.
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Design -Build Energy Services Request for Qualifications, City of Bakersfield The submission of a proposal shall be conclusive evidence that the organization has investigated and satisfied themselves as to the conditions to be encountered, the character, quality, and scopeof work to be performed, and the requirements of the City of Bakersfield.

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

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

XII. INDEMNIFICATION AND INSURANCE
To the fullest extent permitted by law, the successful submitter shall hold harmless, defend at its own expense, and indemnify the City of Bakersfield, its Mayor, Council, officers, representatives, agents, employees and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney' 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 expensesarising from the City of Bakersfield's sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement.

The selected Contractor( s) will be required to obtain and maintain insurance as a condition 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 basisfor 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' compensation 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 additional insured endorsement in favor of The City of Bakersfield, its mayor, council, officers, agents, employees, and volunteers.
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Design -Build Energy Services Request for Qualifications, City of Bakersfield The workers' compensation policy shall contain a waiver of subrogation 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' rating of no less than A: VII. This requirement may be waived at the City of Bakersfield' s sole discretion.

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' written notice of cancellation or material change in policy language or terms. All policies shall provide that there shall be continuing liability thereon, notwithstanding any recovery on any policy.

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

Any deductibles, self -insured retentions 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 additional allowance will be made for additional costs which maybe 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.

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

XIV. ADDENDA
Addenda issued by the City of Bakersfield interpreting or changing any of the items in this RFQ, including all modifications thereof, shall be incorporated in the proposal. The proposer shall sign and date the Addenda Cover Sheet and submit them with their proposal. 17 Design -Build Energy Services Request for Qualifications, City of Bakersfield XV. REFERENCE FORM
Pleaseprovide at least three ( 3) to five ( 5) references for past companies that include services similar to those proposed for this RFQ. Pleaseusethe following format in submitting references.

REFERENCE
Name of Clie
Project Manager/ Contact: Title:

Phone: Email:

Summary of Services:
18 Design -Build Energy Services Request for Qualifications, City of Bakersfield XVI. SIGNATURE PAGE
The undersigned proposer having examined this RFQand having full knowledge of the condition under which the work described herein must be performed, hereby proposes the proposer will fulfill the obligations contained herein in accordance with all instructions, terms, conditions, and specifications set forth; and the proposer will furnish all required products/ services and pay all incidental costs in strict conformity with these documents, for the stated prices as proposed.

Submitting Firm:

Address:

City: State: Zip:

I hereby certify that I am legally authorized to sign on behalf of the Firm identified above.

Authorized Representative ( print): Title:

Authorized Signature: Date:

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

Name:

Title:

Address:

City: State: Zip:

Email: Phone:

Cell Phone: Fax:

J
19 tR
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").

RECITALS
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, CITYwill 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
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00911GINAL
CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out- of- pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than $ for performing the
Scope of Work.

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

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

5. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR' s sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate ( Bakersfield Municipal Code Chapter 5. 02) where required.

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

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

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

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

9. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.
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10. KEY PERSONNEL. CONTRACTOR shall name all key personnel to be assigned to perform the Scope of Work. All key personnel shall be properly licensed and have the experience to perform the work called for under this Agreement. CONTRACTOR shall provide background for each of the key personnel including, without limitation, resumes and work experience performing work similar to the Scope of Work. CITY reserves the right to approve key personnel. Once the key personnel are approved, CONTRACTOR shall not change such personnel without CITY's written approval.

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

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

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

14. SB 854 COMPLIANCE. To the extent Labor Code Section 1771. 1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725. 5. It is not a violation of. Labor Code Section 1771. 1 for an unregistered contractor to submit a bid that is authorized by Section 7029. 1 of the Business and Professions Code or by Section 10164 or 20103. 5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of industrial Relations.
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15. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party' s right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.

16. INSURANCE.

16. 1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below (" Basic Insurance Requirements").

16. 1. 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 RiskManager, 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 PIEC- m
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INDEPENDENT CONTRACTOR' S AGREEMENT — Over $ 40, 000 Page 4 of 10 O P - O
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to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:

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

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

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

16. 2 General Provisions Applying to All Insurance Types.

16. 2. 1 All policies required of CONTRACTOR must be written on a first - dollar coverage basis, or contain a deductible
provision. Subject to CITY' s advance approval,
CONTRACTOR may utilize a self -insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.

16. 2. 2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers,
agents, employees, or designated volunteers and any
insurance or self-insurance maintained by CITY and its
mayor, council, officers, agents, employees, and
designated volunteers must be excess of CONTRACTOR' s
insurance and must not contribute with it.

16. 2. 3 The insurance required above, except for workers' compensation insurance, must be placed with insurers
INDEPENDENT CONTRACTOR' S AGREEMENT - Over $ 40, 000
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with a Best' s rating as approved by CITY' s Risk Manager, but in no event less than A-: VII. Any deductibles, 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 CITYin writing.

16. 2. 4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY' s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.

16. 2. 5 Full compensation for all premiums which the
CONTRACTOR is required to pay to satisfy the Basic
Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional allowance will be made therefor or for additional premiums which may be required by extensions of the policies of insurance.

16. 2. 6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and
carried by CONTRACTOR in connection with this
Agreement.

16. 2. 7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance
Requirements must be provided by, or on behalf of, all
subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors
must agree in writing to be bound by the provisions of this section.

17. THIRD PARTY CLAIMS. In the case of public works contracts, CITYwill 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
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them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR' s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY' s sole active negligence or willful misconduct.

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

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

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

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

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

24. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this y Fii
INDEPENDENT CONTRACTOR' S AGREEMENT - Over $ 40, 000
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Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.

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

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

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

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

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

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

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

CITY: CITY OF BAKERSFIELD

CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
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CONTRACTOR:

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

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

34. TAX NUMBERS.

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

CITY" " CONTRACTOR"

CITY OF BAKERSFIELD
By: By:

KAREN GOH
Mayor Print Name:

Title:

Signatures on Following Page]

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

CITY DEPARTMENT NAME
0 DEPARTMENT HEAD NAME
TITLE
APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney
M

NAME & TITLE)
Insurance:

COUNTERSIGNED:

M

RANDY MCKEEGAN
Finance Director
Attachment: Exhibit
GgP,KQr,
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Design -Build Energy Services Request for Qualifications, City of Bakersfield 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 Compensation and Time for Completion clauses will be modified to contain the amounts and dates established for this contract."
Signature: Date:
n
0RIGINPIL

BAKERSFIELD
THE SOUND of

PUBLIC WORKS DEPARTMENT

ADDENDUM TO REQUEST FOR PROPOSAL DOCUMENTS
Addendum No. 1 Page 1 of 1
Project: DESIGN - BUILD ENERGY SERVICES FOR THE CITY OF BAKERSFIELD Bid Due Date: August 211, 2024
Time: 5: 00 pm
Anticipated Contract Award Date: September 4th, 2024
Today' s Date: August 5m, 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-SOQIn PersonMeeting 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: I' Floor Conference Room.

Z Pre-SOQ Teams Meeting Information: August 6, 2024, at 3:00pnr. a. https:// teams.microsoft. com/ Umeetup-
join/ 19%3ameeting_YzdhYzM5MDUtNTY2MC00ZWJiL WIzO WMtMDBhZDAxZmJiMmJm% 40th read. v2/ 0? context=% 7b% 22Tid°/ a22% 3 a% 22b87e 1989- b8ec- 4257- 985c- 6fddc2501 a59% 22% 2c% 22Oid% 22% 3 a% 222ecfa6d5- 0009- 40a7- b481- e42492e4b324% 22% 7d b. Meeting ID: 286 507 091 950
c. Passcode: knorCM
NOTE: All contractors bidding this work shall denote in their proposal that they have received ADDENDUM NO. 1 _ Bidders who do not shall be listed as nonresponsive.

Addendum approved
chary Meye Olimpia Fredric
Interim Director— Public Works Department Purchasing Offrcer

BAKERSFIELD
THE SOUND OF5V48 is 9616ey

PUBLIC WORKS DEPARTMENT

ADDENDUM TO REQUEST FOR PROPOSAL DOCUMENTS
Addendum No. 2 Page 1 of 2
Project: DESIGN - BUILD ENERGY SERVICES FOR THE CITY OF BAKERSFIELD Bid Due Date: August 29th, 2024
Time: 5:00 pm
Anticipated Contract Award Date: September 14th, 2024
Today' s Date: August 15th, 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
Time. The deadline has now been extended to August 29"', 2024, at 5:00 pm.

On August 6"i, 2024, an optional pre -submission meeting was held. In attendance:
a. Jeffrey Woldhuis - ENGIE Services US
b. Karl Weiss, ENGIE
c. John Burdette, Veolia North America
d. Ashu Jain, ENGIE Services,
e. Andrea de Leon, Veolia
f. Blake Gendron, Trane
g. Alex Smith, Luminace
h. Michelle Parker, Site LogIQ
i. JessicaRither, Site LogIQ
j. Ernest Kim, Ameresco
At this meeting, a previously completed Investment Grade Audit ( IGA) was discussed. Information on that IGA is included below:
a. City IGA completed in 2014 by Schneider Electric ( sub -consultant Parsons) i. Wastewater Treatment Plant No. 2 — add rotary drum thickeners to thicken primary sludge and increase digester gas production. More gas would mean more electricity generation with IC engines.
ii. Wastewater Treatment Plant No. 3 — add rotary drum thickeners to thicken primary sludge and increase digester gas production. More gas would mean more electricity generation with IC engines.
iii. Wastewater Treatment Plant No. 3 — replace 2 agitation air blowers system with 2 rotary compressor systems. Would reduce overall horsepower of activated sludge conveyance system. iv. Wastewater Treatment Plant No. 3 — Repair a previously damaged heat recovery system with operating control issues. AN existing hot water loop can then heat digesters with IC Engine . exhaust instead of using boilers with natural gas.
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00RIGINF,1_'
Addendum No. 2 Page 2 of 2
Traffic Signal Battery Backup System (BBS) Deployment
v. Wastewater Treatment Plant No. 2 — ReplaceoutdatedIC Engines. Plant2 could generateover I MW of electricity with current Air Board permits.
vi. Wastewater Treatment Plant No. 2 & 3 — Usecentrifugecentratefrom Plant3 dewateringsystem and haul to Plant 2 to distribute over trickling filters. This centratewould kill snails on the trickling filters, improvingtreatmentprocessandreducinglandfill quantitiesfrom excesssnails.

4. Additionally, a previous agreement with Forefront Power from 2020 was discussed. Information on current and future projectsbelow:
i. Installedparking shadestructurewith panelsatthe Parkat Riverwalk. ii. Installed parking shade structure with panels at the Bakersfield Corporation Yard. iii. Installed parking shade structure with panels at the Bakersfield Police Department. iv. Installed parking shade structure with panels at the Public Works Annes Building. v. In permitting phaseto install a parking shade structure with panels at the Bakersfield Ice Center. vi. In designphaseto install a batteryat the Mechanic's BankArena. vii. In design phase to install ground -mounted panels and a battery at the Mt. Vernon Organics RecoveryFacility (which will alsoserveWastewaterTreatmentPlantNo. 2 asthe two sitesare next to each other).
viii. In design phaseto install ground -mounted panels at Wastewater Treatment Plant No. 3.

5. The following do not count toward the 25-page submission limit:
a. Articles of Incorporation
b. Resumes
c. Financial Statements
d. References

6. Applicants must haverelevantand applicablecontractors' licensesrequiredby the Stateof California for the submittedproposedplan.

7. No bid bond is due at this time.

8. No site tours are planned at this time.

NOTE: All contractors bidding this work shall denote in their proposal that they have received ADDENDUM NO. 2 _ Bidders who do not shall be listed as nonresponsive.

Addendum approved by:
ary Meyer Olimpia Fredric
Interim Director — Public Works Department Purchasing Off cer 9OF.IGN1
Exhibit B
Phase 1 Scope of Work - Preliminary IGA Analysis

1. 1. PRELIM OBJECTIVES:

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

1. 2. SERVICES TO BE PROVIDED BY CONTRACTOR:

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

Services included in the PRELIM:

1. 2. 1. Utility and other data gathering.

1. 2. 2. Site walks.

1. 2. 3. Interviews with departments and relevant staff.

1. 2. 4. Energy analysis and building modeling.

1. 2. 5. Life cycle cost analysis for applicable scopes.

1. 2. 6. Grants and incentives exploration.

1. 2. 7. Funding sources and financing options investigation.

1. 2. 8. Identify preliminary scope of work for selected facility and infrastructure upgrades.

1. 2. 9. Projected energy and maintenance savings potential for each facility and infrastructure upgrade.

1. 2. 10. Financial assessment.

1. 2. 11. ROM cost estimates for implementation.

1. 2. 12. Financing and cash flow scenarios.

1. 2. 13. Funding options.

1. 2. 14. Report( s) and presentation materials agreed upon with CITY.

1. 2. 15. Meetings with CITY key personnel to review the City- wide analysis as well as departmental as required by the CITY.

1. 2. 16. Collaborative refinement of the proposed PROJECTS to prepare to move forward with one or multiple IGA
agreements.

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INDEPENDENT CONTRACTOR' S AGREEMENT- Over $ 100, 000 Page 1 of 2 Updated - October 29, 2024

OORIGINPIL'

1. 3. RESPONSIBILITY OF THE CITY:

CITY agrees to provide:

1. 3. 1. As - built drawings for the existing buildings including mechanical, electrical, plumbing, structural, and architectural drawings;

1. 3. 2. Scale floor plans, if available.

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

1.3. 4. Operations and Maintenance manuals;

1. 3. 5. Remote access to Building Automation Control ( BAS) control systems;

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

1.3. 7. Information on existing service contracts and preferred service contractors;

1.3. 8. Access to PREMISESfor auditing and inspections;

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

1. 3. 10. Access to key personnel to discuss facility priorities, system requirements and financial information;

1. 3. 11. Access to key personnel to conduct progress and directional meetings, financial planning meetings,
implementation planning meetings, presentation of
PROJECTS, and all other necessary meetings as part of
the multi -phase PROJECTdevelopment, funding, review,
and approval process.

1. 3. 12. Any other relevant data or information that may arise through the normal PRELIM development process that is
agreed to be shared by the CITY.

1. 4 EXCLUSIONS
Specific scopes for solar photovoltaic systems, battery energy storage systems, and other distributed energy resource ( DER) projects exclusive to the Water Resources Facility located at 1000 Buena Vista Road, will be conducted under another contract with the CITY and not included as part of this AGREEMENT. All other DER projects are included in this AGREEMENT.

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

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

Facility/ Site GSF Department Address Notes
CorpYardA 11, 200 Public Works 4101 Truxtun Ave
Corp Yard B 3, 270 Public Works 4101 Truxtun Ave
Corp Yard C 24, 250 Public Works 4101TruxtunAve
Corp Yard D 37, 050 Public Works 4101TruxtunAve
BPD Westside Substation 6, 100 Police 1301 Buena Vista Rd BPD Downtown Headquarters 60, 680 Police 1601TruxtunAve BPDTralningFacilityAdmin 10, 374 Police 4646 California Ave Police Academy BPD Training Facility Site Police 4646 California Ave
BPD Property Room 33, 370 Police 3425TruxtunAve
BPD Shooting Range 1, 768 Police 3419 Truxtun Ave
City Hall North 56, 330 Public Works 1600TruxtunAve
City Hall South 53, 200 Public Works 1501TruxtunAve
Annex ( Public Works) 34, 980 Public Works 150 1 Truxtu n Ave DevetopmentServices&ParkingDeck 90, 000 PubllcWorks 170 1 Chester AveBuidlingis 44,6003737 StockdaleHwy ( Offices) 8, 700Property Management3737StockdaleHwy Fleet Services & Comms 9, 500Public Works 1515 Eye StreetSilver Creek CommunityCenter & Pool 18, 570 Parks & Rec 7011Harris Rd Silver Creek Park Park Parks & Rec 7011Harris Rd River Walk Park
Parks &Rec 11200StockdaleHwy RiverWalk- Parks& Rec
Substation 3, 100 Parks & Rec11200 Stockdale Hwy Martin Luther King Park Park Parks &Rec 1000SOwen St Does not includeCommunityCenterMill Creek Park Park Parks &Rec 61017thSt Community House ( Mill Creek
Pa rk) 6, 500 Parks &Rec 61017thStMcMurtrey Aquatic Center Outdoor Pool Parks & Rec 1325QSt# 200 Incl. Locker Rooms and Food Valley Children' s Ice Center 60, 968Parks &Rec 1325QSt#100 Dignity Health Arena& Convention Center 255, 524 Public Works 1001 Truxtun Ave Airport Maint. Office 515 Public Works 2000S. Union AirportTrainingRoom 15, 765
Public Works 2000S.Union Airport Hangars 108, 350
Public Works 2000S.Union CBACC (Animal Care Center)
20, 874 Animal Care Center201 South Mount Vernon Ave Green Waste Recycling Facility 3, 260 Solid Waste 2601Mt. Vernon Ave PanoramaSolidWaste 2, 600 Solid Waste 4200Panorama Dr City MaterialRecoveryFacility(MRF) 19, 600 Solid Waste 2260S.Union BrundageLane Navigation Center 70, 612 City Manager 1900E BrundageLn ParkingGarage (18th & Eye St) 154, 000 PublicWorks 1810 Eye St Amtrak Station 9, 000 Public Works 601TruxtunAveVisit Bakersfield4, 400
Public Works 515TruxtunTreatment& RehabilitationFacility 45, 000 City Manager 2310WibleRoadRecently purchasedhotel WWTP# 2 Site Water Dept 1700EPlanzRd Building ft2 is 19, 219 WWTP#3 SiteWater Dept 6901 McCutchen Rd Building ft2is18,431 WaterResourcesOffice 13, 740 Water Dept 1000Buena Vista Rd FS 1 20, 205
Fire2101 H St FS2 7, 350Fire
716E21stSt FS2 Ma intenance
Shop7,800Fire 716E21stSt FS34, 300 Fire
3400Palm St FS4 6, 080 Fire 130Bernard
St FS58, 200 Fire 106EWhiteLnFS6
5, 200Fire 127 Brundage
Ln FS76, 200 Fire 4030SorannoAveFS8
5, 400Fire 2213UniversityAve FS9
4, 000Fire 7912WestwoldDr FS10
6, 800Fire 12100 Alfred
H arrellExpy FS11 4, 200 Fire7000 Stockdale
Hwy FS138, 200 Fire 4900PoppyseedFS14
10, 200Fire 5815 Mountain
Vista Dr FS15 14, 720 Fire 1301 Buena
Vista Rd JROBERTSON\ 38580. 00001\ 5035340.15 S
T; INDEPENDENTCONTRACTOR'S AGREEMENT - Over $ 100,
000 Page 1 of 2 r Q Updated - October29, 2024

ORIGINAL
List continued:

Facility/ Site GSF Department Address Notes
LiftStationsInfrastructure Public Works 81 total; From City' s " CURRENTI NVENTORY.xis" Sumps Infrastructure Water Dept 461 total; From City' s " CURRENTI NVENTORY.xis" Water Wells Infrastructure Water Dept 56 total; From City' s " CURRENTINVENTORY.As" Street Lights Infrastructure Public Works GIS map providedby CityTraffic Signals Infrastructure Public Works 445 total; City providedExcel spreadsheetCITY reservesthe rightto addor removePREMISESat anytime duringthe PRELIMphase of the PROJECTSdevelopment. Additionally, CITY intends that CONTRACTOR will haveexclusivityof PROJECTSbeing developedregardless of PREMISES identified in theabovelist. JROBERTSON\
38580. 00001\ 5035340. 15 INDEPENDENT
CONTRACTOR' S AGREEMENT - Over $ 100, 000 Updated -
October 29, 2024Page
2 of 2 ORIGINAL
Exhibit D
Phase 2 Scope of Work - Detailed IGA & Presentation Reports

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

CONTRACTOR shall also provide the CITY with
recommendations, consistent with the CITY' s stated criteria, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. 2) CONTRACTOR will schedule meetings with CITY decision - makers over the course of the IGA to provide updates on scope development, PROJECT financials, funding topics,
implementation planning, schedule, and other relevant
PROJECT development and planning SERVICES.
b) Engineering and Design. CONTRACTOR shall perform:
1) Design required to develop the scope and PROJECT solutions that meet stated CITY ESPCProgram Requirements regarding:

A) Financial criteria.

B) General scope and intent.

C) Technological integration.

D) Compatibility with existing PREMISES.
2) Develop design in enough detail to procure subcontractors and materials and develop the GMAX price included ( as
defined in the ESPC).

A) Perform a survey of the spaces and existing systems
throughout the PREMISES to document existing
conditions.

B) Work with the CITYto establish Project goals and criteria.

C) Prepare design documents and/ or criteria for
subcontractor pricing procurement to install
modifications to HVAC, electrical, plumbing, and other
relevant systems and infrastructure.
c) Pre -Construction. As part of the SERVICES:
1) CONTRACTOR shall assemble design documents necessary for pricing procurement.

JROBERTSON\ 38580. 00001\ 5035340. 15
INDEPENDENT CONTRACTOR' S AGREEMENT - Over $ 100, 000
Updated - October 29, 2024

A
2) CONTRACTOR shall engage subcontractors; familiarize them with the PROJECTS, site and bidding information; and procure pricing for the purposes of establishing CONTRACTOR' s cost proposal in the ESPC.
3) CONTRACTOR shall coordinate with the CITY throughout the performance of the SERVICES.
4) CONTRACTOR will work with CITY to establish criteria for CITY employee training on maintenance and repair of the
proposed equipment and systems.
5) Coordination and directional discussions with CITY for risk management.
d) Preparation of IGA Presentation and Report( s).
1) When the Drawings and Specifications are sufficiently complete, CONTRACTOR will prepare an IGA Presentation and Report. The IGA Presentation and Report will include:

A) Included PROJECTS: The IGA Report will identify the
energy measures included in the PROJECT. For each
included measure and PREMISES, CONTRACTOR will
provide a ' statement of viability' that addresses factors commercial, financial, or otherwise - that led to
inclusion. The IGA Report shall include a methodology
for the calculation of the baseline energy use and a
description of physical conditions, equipment counts,
audit information, nameplate data, and operational
and utility rate control strategies prior to PROJECT
implementation.

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

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

JROBERTSON\ 38580. 00001\ 5035340. 15
INDEPENDENT CONTRACTOR' S AGREEMENT - Over $ 100, 000
Updated - October 29, 2024

1 to
t: o

RIGINPL
B) Excluded PROJECTS: The IGA Report will identify facilities and energy measures considered during the assessment
but not chosen for inclusion/ implementation and for
each excluded facility and measure provide a
statement of non - viability' that addresses factors -
commercial, financial, or otherwise - that led to
exclusion.
e) Energy - Related Services.
1) CONTRACTOR will conduct energy assessments of the
PREMISESto identify viable energy measures and refine the list over the course of the IGA SERVICES.
2) CONTRACTOR will perform energy savings calculations for each recommendation.
3) Impact of electrification and other PROJECTS on utility and operational costs.
4) CONTRACTOR will quantify and summarize PROJECT
economics throughout each phase of design, including:

A) Project costs;
B) Anticipated energy savings;
C) Projected maintenance and other costs savings;
D) Expected paybacks;
E) Possible grants, utility incentives, and other funding sources;
F) Expected Project financing terms and debt service
payment terms ( if applicable); and
G) Prepare reports summarizing scope development,
anticipated cost savings, and other details over the
course of the IGA SERVICES.
f) Preparation of the ESPC.
1) When the Drawings and Specifications are sufficiently complete, CONTRACTOR will prepare an ESPC with GMAX. The ESPC will include:

A) Contract Sum;
B) Contract Time;
C) Construction Schedule;
D) Anticipated energy and other cost savings;
E) Possible grants, incentives, and other funding
opportunities;
F) Projected Project Cashflow;
G) Expected Financing terms;
H) Information upon which the ESPCis based, including:

JROBERTSON\ 38580. 00001\ 5035340. 15
INDEPENDENT CONTRACTOR' S AGREEMENT - Over $ 100, 000
Updated - October 29, 2024

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

CONTRACTOR
ii) Maintenance services to be performed by
CONTRACTOR including repair response times
and agreements
iii) Training to be provided to CITYby CONTRACTOR
iv) Operation services to be performed by the CITY
v) Maintenance services to be performed by the
CITY
vi) A list of CONTRACTOR' s Personnel, Contractors
and Suppliers who will support the activities
above.

J) Preliminary Project Schedule and proposed timetable
for PROJECT completion.
g) Project Financing.
1) If the CITYdetermines to finance the PROJECTcompletely or partially through a lease - purchase, CONTRACTOR will assist CITY in exploring and obtaining financing solutions.
2) CONTRACTOR cannot guarantee that CITYwill receive funding from any energy efficiency rebate, incentive, and/ or loan program( s) ( collectively, " Incentive Funds"); CONTRACTOR expressly disclaims any liability for CITY's failure to receive any portion of the Incentive Funds, and CITY acknowledges and agrees that
CONTRACTOR will have no liability for any failure to receive all or any portion of the Incentive Funds.

JROBERTSON\ 38580. 00001\ 5035340. 15
INDEPENDENT CONTRACTOR' S AGREEMENT - Over $ 100, 000
Updated - October 29, 2024

1 rY1
01RIGINF
ACC? RV® CERTIFICATE OF LIABILITY INSURANCE 11/ 9/ 2025

D/ DD/ YYYY)
4/ 21//21/ 2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER Lockton Insurance Brokers, LLC

CONTACT
NAME:

CA License # 01399399
777 S. Figueroa St., 52nd Floor
Los Angeles CA 90017

PHONE FAX
Ext : AIC No
E--MAILc
ADDRESS:
213) 689- 0065 INSURER( S) AFFORDING COVERAGE NAIC #
INSURERA: Travelers Property Casualty Company of America 25674

INSURED
Willdan Energy Solutions
INSURER B :

INSURER C : 15060552401EastICatellaAvenue
INSURER D : Suite 300
Anaheim, CA 92806

INSURER E
INSURER F :

COVERAGES CERTIFICATE NUMBER: 21663542 REVISION NUMBER: XXXXXXX

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRLTR TYPE OF INSURANCE
ADDL
INSD
SUBR

WVD POLICY NUMBER

POLICY EFF

MM/ DD/ YYYY

POLICY EXP

MMIDDIYYYY LIMITS

A X COMMERCIALGENERALLIABILITY

CLAIMS - MADE OCCUR
Y N P- 630- A1178471- TIL- 24 1/ 9/ 2024 11/ 9/ 2025 EACH OCCURRENCE 1000 000

DAMAGE TO RENTED
PREMISES Ea occurrence 1, 000, 000
X MED EXP ( Any one person) s 15, 000Ernp. Benefits Llab.

X Contr. Liab. Incl. PERSONAL & ADV INJURY 1, 000, 000
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2, 000, 000 POLICY X PROLOC PRODUCTS - COMP/ OP AGG 2, 000,000 OTHER:

A
AUTOMOBILELIABILITY N N 810- A1161741-24- 43-G 11/ 9/ 2024' I1/ 9/ 2025COMBINEDSINGLE LIMITEaaccident 1, 000, 000
X.. BODILY INJURY (Per person)
s XXXXXXXANY AUTO.. _ ..... BODILY INJURY (Peraccident) .$ XXXXXXX OWNED . SCHEDULEDAUTOSONLY AUTOS '

PROPERTY DAMAGE
Per accident XXXXXXX - -

HIRED F

NON -OWNED AUTOS

ONLY AUTOSONLY XXXXXXX

UMBRELLALIAR OCCUR NOT

APPLICABLE
EACH OCCURRENCE - s XXXXXXXAGGREGATE XXXXXXXEXCESSLIAB. - CLAIMS -MADE DED II RETENTION $ XXXXXXX

A WORKERSCOMPENSATIONAND EMPLOYERS'

LIABILITYYIN ANYPROPRIETOR/PARTNER/ EXECUTIVE OFFICER/
MEMBEREXCLUDED? Mandatory In

NH) N / A
Y UB-8Y032268-
24- 43-
G 11/ 9/ 2024l 1/ 9/ 2025X PER - OTH- STATUTEER E. L.

EACH
ACCIDENT 1,
000,000E. L. DISEASE - EA EMPLOYEE
1, 000,000 If yes, describeunder DESCRIPTION
OFOPERATIONSbelow - E.

L. DISEASE - POLICY LIMIT 1, 000,000 DESCRIPTIONOF OPERATIONSI LOCATIONS I VEHICLES (ACORD 101, Additional RemarksSchedule, may be attached if more spaceis required) _ RE: City - Wide Multi -Phase IGA / 910027.SSTM.021. The City Bakersfield, its mayor, council, officers, agents, employeesand volunteersare includedas Additional-Insured(s) in accordancewith the provisionsoftheGeneral Liabilitypolicy including with respect to liabilityarising out of Contractor's ongoingandcompletedoperations. TheGeneral Liabilityand Automobile Liabilitypolicies evidencedhereinare Primary and Non - Contributoryto other insuranceavailableto anAdditionalInsured, but onlyin accordancewith the provisionsof the policies.**CONTINUEDON NEXTPAGE** CERTIFICATEHOLDER CANCELLATIONSee Attachments

SHOULD ANY OF THE ABOVE
DESCRIBED POLICIESBE CANCELLEDBEFORE 21663542 THE EXPIRATIONDATE THEREOF, NOTICE WILL BE DELIVEREDIN City Of BakersfieldACCORDANCE WITH THE POLICYPROVISIONS.

Attn: Risk ManagementAUTHORIZEDREPRESENTATIVE
1600 TruxtunAvenue
Bakersfield, CA
933011988- 206
ACORb CORPORATION. All
rightVreserved'' ACORD25 ( 2016/ 03) The
ACORD name and logo are registered marks of ACORD ° o ORIGINPL1 CONTINUATION DESCRIPTION OF 0PERATIONSILOCATIONSIVEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS ( Use only if more space is required) CONTINUED"
A Waiver of Subrogation is granted in favor of The City Bakersfield, its mayor, council, officers, agents, employees and volunteersin accordancewith the policy provisions of the Workers Compensationpolicy. Policies include 30-days' notice of cancellation (except 10daysfor non-paymentof premium) and the provisions of eachpolicy govern how notice of cancellation may be delivered to Certificate Holder.

II UGI 1-. GI uujjJ 4
Atf,iOlimyriFEUG- A6( WB4- MasT&kt241506055, Certificate ID: 21663542 Effective 11/ 9/ 2024 to 11/ 9/ 2025 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITYCOVERAGE PART

PROVISIONS
The following is added to SECTION II — WHO IS AN

INSURED
Any person or organization that you agree in a
written
contract or agreement to include as an additional
a. With respect to liability for " bodily injury" or
property damage" that occurs, or for " persona
injury" caused by an offense that is committed,
subsequent to the signing of that contract or
agreement and while that part of the contract or
agreement is in effect; and
b. If, and only to the extent that, such injury or
damage is caused by acts or omissions of you or
your subcontractor in the performance of "your
work" to which the written contract or agreement
applies. Such person or organization does not
qualify as an additional insured with respect to the
independent acts or omissions of such person or
organization
1) Any " bodily injury", " property damage"
personal injury" arising out of the providing,
or failure to provide, any professional
architectural, engineering or surveying
services, including
a) The preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys, field
orders or change orders, or the
preparing, approving, or failing to prepare
or approve, drawings and specifications;
and
b) Supervisory, inspection, architectural or
engineering activities.
2) Any " bodily injury" or " property damage"
caused by "your work" and included in the
products - completed operations hazard"
unless the written contract or agreement
specifically requires you to provide such
coverage for that additional insured during the
The insurance provided to such additional insured is policy period. subject to the following provisions c. The additional insured must comply with the If the Limits of Insurance of this Coverage Part
shown in the Declarations exceed the minimum
limits required by the written contract or
agreement, the insurance provided to the
additionalinsured willbe limited to such minimum
required limits. For the purposes of determining
whether this limitation applies, the minimum limits
required by the written contract or agreement will
be considered to include the minimum limits of
any Umbrella or Excess liability coverage
required for the additiona insured by that written
contract or agreement. This provision will not
increase the limits of insurance described in
Section III — Limits Of Insurance
following duties:
1) Give us written notice as soon as practicable
of an " occurrence" or an offense which may
result in a claim. To the extent possible, such
notice should include:
a) How, when and where the " occurrence" or
offense took place;
b) The names and addresses of any injured
persons and witnesses; and
c) The nature and location of any injury or
damage arising out of the "occurrence"
oroffense.
b. The insurance provided to such additiona insured ( 2) If a claim is made or " suit" is brought against does not apply to the additionalinsured:

RIGINALi -
CG D2 46 04 19 6 2018 The Travelers Indemnity Company. All rights reserved Page 1of 2 Attachment Code: D604165 Master ID: 1506055, Certificate ID: 21663542

COMM ERCIALGENERALLIABILITY
a) Immediately record the specifics of the
claim or" suit" and the date received; and
b) Notify us as soon as practicable and see
to it that we receive written notice ofthe
claim or " suit" as soon as practicable
3) Immediately send us copies of all lecia
pa errs rpceiyed In connect) n with ieelalmsuit , cooperate witTus In e or
investigation or settlement of the claim or
defense against the " suit", and otherwise
comply with all policy conditions
Policy P-630-Al 178471 -TIL-24
Effective 11/ 9/ 2024 to 11/ 9/ 2025
4)
Tendeapy "suitgtoanypoviderOTother
c alm or
insurance which would coversuch additional
insured for a loss we cover. However, this
condition does not affect whetherthe
insurance provided to such additional insured
is primary to other insurance available to such
additionalinsured which covers that person or
organization as a named insured as described
in Paragraph 4., Other Insurance, of Section
IV — Commercial General Liability Conditions.
y
90RIGINAL'

OOMMER( MAe:® E44ETRpL.atitgBILIW055, Certificate ID: 21663542 Policy: P- 630- A1178471- TIL- 24 Effective: 11 / 9/ 2024 to 11 / 9/ 2025
c. Method Of Sharing
If all of the other insurance permits contribution
by equal shares, we will follow this method also.

Under this approach each insurer contributes
equal amounts until it has paid its applicable limit
of insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer' s
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers.
d. Primary And Non -Contributory Insurance If
Required :By Written Contract
If you specifically agree in a written contract or
agreement _ that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis, or a primary and noncontributory
basis, this insurance is primary to other insurance
that is available to such insured which covers
such insured as a named insured, and we will not
share with that other insurance, provided that:
1) The " bodily injury" or "property damage"
for which coverage is sought occurs; and
2) The "personaland advertisinginjury" for
which coverageis sought is caused by an
offense that is committed;
subsequentto the.signingof that contractor
agreement by you.

5. Premium Audit
a. We.will compute all premiumsfor this Coverage
Part in accordance with our rules and rates.
b. Premium shown in. this Coverage Part as
advance premium is a deposit premium only. At
the close of each audit period we will compute the
earned premium for that period and send notice
to the first Named Insured. The due date for audit
and retrospective premiums is the date shown as
the. due date on the bill. If.the sum of the advance
and audit premiumspaid for the policy period is
greater than the earned premium, we will return
the excess to the first Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.

6. Representations
By accepting this policy, you agree:

CG T1 00 02 19
a. The statements in the Declarations are
accurate and complete;
b. Those statements are based upon
representations you made to us; and
c. We have issued this policy in reliance upon
your representations.

The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does
not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in
accordance with applicable insurance laws or
regulations.

7. Separation Of Insureds
Except with respect to the Limits of Insurance, and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each .insured against whom
claim is made or " suit" is brought.

Transfer Of Rights Of Recovery Against Others
To Us
If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
those rights are transferred to us. The insured must
do nothing after loss to impair them. At our request,
the insured will bring " suit" or transfer those rights to us and help us enforce them.

9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will
mail or deliver to the first Named Insured shown in
the Declarations written notice of the nonrenewal not
less than 30 days before the expiration date.

If notice is mailed, proof of mailing will be sufficient proof of notice.

SECTION V — DEFINITIONS

1. " Advertisement" means a notice that is broadcast or published to the general public or specific market
segments about your goods, products or services
for the purpose of attracting customers or
supporters. For the purposes of this definition:
a. Notices that are published include material
placed on the Internet or on similar electronic -
means of communication; and
b. Regarding websites, only that part of a website
that is about your goods, products or services
for
the purposes of attracting customers or
siinnnrtars is rnnGiriarari an grivPrtisamPnt.
2017 The Travelers Indemnity Company. All rights reserved O,PtGlIVF:Lr_
7 Attachmegt Code D gt976 M eer1: 1506055, Certificate ID: 21663542 Policy P- - A1147 TIL- 24
Effective 11/ 9/ 2024 to 11/ 9/ 2025
occupational therapist or occupational
therapy assistant, physical therapist or
speech -language pathologist; or
b) First aid or " Good Samaritan services"
by -any of your "employees" or "volunteer
workers other than an employed or
volunteer doctor. Any such " employees"
or "volunteer workers" providing or failing
to provide first aid or " Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION III = LIMITS OF
INSURANCE:

For the purposes of determining the
applicable Each Occurrence Limit, all related
acts or omissions committed in providing or
failing to provide " incidental medical
services", first aid or " Good Samaritan
services" to any one person will be deemed
to be one " occurrence".

4. The following exclusion is added to
Paragraph 2.,. Exclusions, of SECTION I —
COVERAGES — COVERAGE A — BODILY
INJURY AND: PROPERTY DAMAGE
LIABILITY: .

Sale Of Pharmaceuticals
Bodily injury" or " property damage" arising
out of the violationof a penal statute or
ordinance . , relating to the sale of
pharmaceuticals committed by, or with the
knowledge or consent of the insured.

5. The following is added to the DEFINITIONS
Section:

Incidental medical services" meons:
a. Medical, surgical, dental, laboratory, x-
ray . or nursing service or treatment,
advice or instruction, or the related
furnishing of food or beverages; or
b. The furnishing or dispensing of drugsor
medical, . dental, or surgical supplies or
appliances.

COMMERCIAL GENERAL LIABILITY
that is available to any of your " employees"
for " bodily injury" that arises out of providing
or failing to provide " incidental medical
services" to any person to the extent not
subject to Paragraph 2. a.( 1) of Section II —
Who Is An Insured.

K. MEDICAL PAYMENTS — INCREASED LIMIT
The following replaces Paragraph 7. of
SECTION III — LIMITS OF INSURANCE:

7.. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses
because of "bodily injury" sustained by any
one person, and will be the higher of:
a. $ 10, 000; or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit.

L. AMENDMENT' ° OF EXCESS INSURANCE
CONDITION — PROFESSIONAL LIABILITY
The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any of the other
insurance, whether primary, excess, contingent
or on any other basis, that is Professional
Liability or similar coverage, to the extent the
loss is not subject to the professional services
exclusion of Coverage A or Coverage B.

M. BLANKET WAIVER OF SUBROGATION —

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL IAL GENERAL -
LIABILITY CONDITIONS:'
If the insured has agreed in a written contract or
agreement to waive that insured's right of
recovery against any person or organization, we
waive our right of recovery against such person
or organization, but only for payments we make
because of:

6. The following is added to Paragraph 4. b., a. " Bodily injury" or " property damage" that Excess Insurance, of SECTION IV —

COMMERCIAL GENERAL LIABILITY
occurs; or
CONDITIONS: b. " Personal and advertising injury" caused by This insuranceis excessover any valid and
J
an offense that is committed;
collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement.
o V,
CG D3 79 02 19 © 2017 The Travelers IndemnityCompany. All rights reserved. Page 5 of in Includes copyrighted material of Insurance Services Office, Inc. with its permission. O Attachment Code: D603994 Master ID: 1506055, Certificate ID: 21663542 POLICYNUMBER: P- 630— A1178471— TIL- 24 ISSUE DATE: 10- 21- 24 EFFECTIVE:- 11/ 9/ 2024 — 11/ 9/ 2025
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED PERSON OR ORGANIZATION - NOTICE OF

CANCELLATION PROVIDED BY US
This endorsement modifies insurance provided under the following:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY

SCHEDULE
CANCELLATION: Number of Days Notice: 30

PERSON OR
ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOMYOU

HAVE AGREED IN A WRITTEN CONTRACT THAT

NOTICE OF CANCELLATION OF THIS POLICY
WILL BE GIVEN,, BUT ONLY IF:

1. YOU SEND US A WRITTEN REQUEST TO

PROVIDE SUCH NOTICE, INCLUDING THE

NAME AND ADDRESS OF SUCH PERSON OR

ORGANIZATION, AFTER THE FIRST NAMED

INSURED RECEIVES NOTICE FROM US OF
THE CANCELLATION OF THIS POLICY; AND

2.. WE RECEIVE SUCH WRITTEN REQUEST AT
LEAST 14 DAYS BEFORE THE BEGINNING OF
THE APPLICABLE. NUMBER OF DAYS SHOWN
IN THIS SCHEDULE.

ADDRESS:

THE ADDRESS FOR THAT PERSON OR ORGANIZ—

ATION INCLUDED IN SUCH WRITTEN REQUEST
FROM YOU TO US.

PROVISIONS
If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days
is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown - for Cancellation in such. Schedule before the effective date of cancellation.

IL T4. 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Attachment Code: D603995 Master ID: 1506055, Certificate ID: 21663542 POLICY NUMBER: 810— A1161741- 24- 43— G
Effective 11/ 9/ 2024

COMMERCIAL AUTO
THIS . ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NONCONTRIBUTORY WITH OTHER -- INSURANCE
This: endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

PROVISIONS

1. The following is added to Paragraph A. 1.c., Who
Is An Insured, of SECTION II — COVERED
AUTOS LIABILITY COVERAGE:

This includes any person or organization who
you
are required under a written contract or
agreement between you and that person or
organization, that is signed by you before the
bodily injury" or " property damage" occurs and
that is in effect during the policy period, to name
as an additional insured for Covered Autos
Liability Coverage, but only for damages to which
this insurance applies and only to the extent of
that person's or organization's liabilityfor.the
2fo.I1oTwhineg is added to Paragraph B. 5., Other
Insurance of SECTION IV — BUSINESS AUTO
CONDITIONS:

Regardless of the provisions of paragraph a. and
paragraph d. of this part 5. Other Insurance, this
insurance is primary to and non- contributory with
applicable other insurance under which an
additional insured person or organization is the
first named insured when the written contract or
agreementbetweenyou and that personor
organization, that is signed by you before the
bodily injury" or " property damage" occurs and
that is in effect during the policy period, requires
this insurance to be primary and non- contributory.

CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

O
kicc,
V 1
1 ORIGl VF,'

Attachment Code: TDOMcate ID: 21663542

BUSINESS AUTO EXTENSIONENDORSEENT
POLICY NUMBER: 810— A1161741- 24- 43— G
Effective 11/ 9/ 2024
You agree to maintain all required or
compulsory insurance in any such coun-
try up to the minimum limits required by
local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory in-
surance requirements.
d) It is understood that we are not an admit-
ted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rico and Can-
ada. We assume no responsibility for the
furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.

G. WAIVER OF DEDUCTIBLE — GLASS
The following is added to Paragraph D., Deducti-
ble, of SECTION III — PHYSICAL DAMAGE
COVERAGE:

No deductible for a covered " auto" will apply to
glass damage, if the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
The following replaces the last sentence of Para-
graph AA. b., Loss Of Use Expenses, of SEC-
TION III — PHYSICAL DAMAGE COVERAGE:

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
750 for any one " accident".

I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
The following replaces the first sentence in Para-
graph A.4.a., Transportation Expenses, of
SECTION III — PHYSICAL DAMAGE COVER-
AGE:

We will pay up to $ 50 per day to a maximum of
1,500 for temporary transportation expense in-
curred by you because of the total theft of a cov-
ered " auto" of the private passenger type.

J. PERSONAL PROPERTY
The following is added to Paragraph AA., Cover-
age Extensions, of SECTION III — PHYSICAL
DAMAGE COVERAGE:

Personal Property
We will pay up to $400 for " loss" to wearing ap-
parel and other personal property which is:
1) Owned by an " insured"; and

COMMERCIAL AUTO
2) In or on your covered " auto".

This coverage applies only in the event of a total
theft of your covered " auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph B.3., Exclu-
sions, of SECTION III — PHYSICAL DAMAGE
COVERAGE:

Exclusion 3.a, does not apply to "loss" to one or
more airbags in a covered " auto" you own that in-
flate due to a cause other than a cause of " loss"
set forth in Paragraphs A. 1. b. and A. 1. c., but
only:
a. If that " auto" is a covered " auto" for Compre-
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The airbags were not intentionally inflated.

We will pay up to a maximum of $ 1,000 for any
one " loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV — BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized representa-
tive prompt notice of the " accident" or " loss" ap-
plies only when the " accident" or " loss" is known
to:
a) You ( if you are an individual);
b) A partner ( if you are a partnership);
c) A member ( if you are a limited liability com-
pany);
d) An executive officer, director or insurance
manager ( if you are a corporation or other or-
ganization); or
e) Any " employee" authorized by you to give no-
tice of the " accident" or " loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — BUSINESS AUTO CONDI-
TIONS :

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the ex-
tent required of you by a written contract
signed and executed prior to any " accident"
or " loss", provided that the " accident" or " loss"
arises out of operations contemplated by
such contract. The waiver applies only to the
g
person or organization designated in such ' k
contract.
r in
r
CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4' O Includes copyrighted material of Insurance Services Office, Inc. with its permission. g 0 41GlNF;L
Attachment Code: D603996 Master ID: 1506055, Certificate ID: 21663542 POLICY NUMBER: 810— A1161741- 24- 43— G
ISSUE DATE: 10/ 21/ 24Effective 11/ 9/ 2024
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED PERSON OR ORGANIZATION - NOTICE OF

CANCELLATION PROVIDED BY US
This endorsement modifies insurance provided under the following:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY

SCHEDULE
CANCELLATION: Number of Days Notice: 30

PERSON OR
ORGANIZATION: - ANY PERSON OR ORGANIZATION TO WHOM YOU

HAVE AGREED IN A WRITTEN CONTRACT THAT

NOTICE OF CANCELLATION OF THIS POLICY
WILL BE GIVEN, BUT ONLY IF:

1. YOU SEND US A WRITTEN REQUEST TO

PROVIDE SUCH NOTICE, INCLUDING THE

NAME AND ADDRESS OF SUCH PERSON OR

ORGANIZATION, AFTER THE FIRST NAMED

INSURED RECEIVES NOTICE FROM US OF
THE CANCELLATION OF THIS POLICY; AND

2. WE RECEIVE SUCH WRITTEN REQUEST AT
LEAST 14 DAYS BEFORE THE BEGINNING OF

THE APPLICABLE NUMBER OF DAYS SHOWN
IN THIS SCHEDULE.

ADDRESS:

THE ADDRESS FOR THAT PERSON OR ORGANIZ—

ATION INCLUDED IN SUCH WRITTEN REQUEST
FROM YOU TO US.

PROVISIONS
If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days
is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice . to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. rak,6-
rn
IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page1Of '?OF.IG!NP,, Q Attachment Code:' D616078 Master ID: 1506055, Certificate ID: 21663542 TRAVELERS Jft'

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 00 03 13 ( 00) -
POLICY NUMBER: UB- 8Y032268- 24- 43- G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. ( This agreement applies only to the extentthat you performwork undera written contractthat requiresyou to obtainthis agreementfrom us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.

SCHEDULE
DESIGNATED PERSON:

DESIGNATED ORGANIZATION:

ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER.

INCLUDING:

ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE

INSURED HAS AGREED BY WRITTEN CONTRACT, EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER.

Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply ', 0Q, to any construction group of classifications as designated by the waiver of right to 8- 1 recover from others ( subrogation) rule in our manual. . in DATE OF ISSUE: 10- 21- 24 STASSIGN: PAGE 1 OF 091GtNF:

Attachment Code: D656443 Master ID: 1506055, Certificate ID: 21663542 TRAVELERS Jam,

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 06 R3 ( 00) -
POLICY NUMBER: UB- 8Y032268- 24- 43- G

NOTICE OF CANCELLATION

TO DESIGNATED PERSONS OR ORGANIZATIONS
The following is added to PART SIX — CONDITIONS:

Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to
each person or organization at its listed address at least the number of days shown for that person or organization before the cancellation is to take effect.

You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation.

SCHEDULE
Name and Address of Designated Persons or Organizations: Number of Days Notice

ANY PERSON OR ORGANIZATION TQ WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE. GIVEN 30 BUT ONLY IF:

1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDIN

G THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION 0 F THIS POLICY; AND

2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE

BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEM ENT.

ADDRESS:

THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRIT TEN REQUEST FROM YOU TO US.

All other terms and conditionsof this policy remain unchanged.

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

The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 11/ 9/ 2024 Policy No. UB- 8Y032268- 24- 43- G Endorsement No.

Insurance Company Countersigned by a
Travelers Property Casualty Company of America Hage 1 of 1® y DATE OF ISSUE: 10- 21- 24 ST ASSIGN:
2013 The Travelers Indemnity Company. All rights reserved.