Bakersfield City Council
October 7, 2026

AGREEMENT NO. _________

ENERGY SAVINGS PERFORMANCE CONTRACT
This ENERGY SAVINGS PERFORMANCE CONTRACT (together with its attached Schedules and Exhibits, this “AGREEMENT”) is made and entered into as of this _________________________, (the “EFFECTIVE DATE”), by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and WILLDAN ENERGY SOLUTIONS, a California corporation with California state contractor’s license number 1065713, authorized to do business in California (referred to herein as “CONTRACTOR”). Each of CONTRACTOR and CITY may be referred to in this AGREEMENT as a “PARTY” and collectively as the “PARTIES.”

R E C I T A L S
WHEREAS, the purpose of this AGREEMENT is for CONTRACTOR to implement energy savings efficiency measures, or other operating cost saving measures and Equipment, as well as energy generation measures, as described in Schedule “A” (SCOPE OF WORK), with respect to the CITY’s facilities (the “PREMISES”). This AGREEMENT also sets forth the terms and conditions under which CONTRACTOR will implement such measures, and any other services agreed by CONTRACTOR and CITY, all of which will be designed to save energy or other operating costs at the PREMISES.

WHEREAS, CITY owns and operates the PREMISES, and is in need of energygenerating and energy-saving equipment and services designed to reduce energy consumption and costs for the PREMISES, as well as improve energy quality and reliability for the PREMISES; and
WHEREAS, CONTRACTOR was selected through a competitive Request for Qualifications process 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, at specified CITY facilities and sites, with the aim to facilitate advancements in areas that contribute to CITY’s goals; and WHEREAS, CONTRACTOR has conducted an Investment Grade Audit of the energy consumption characteristics of the PREMISES, and the existing and proposed equipment and infrastructure (the “IGA”) and has presented the IGA, on an arm’s length basis, to personnel of CITY with requisite technical training and experience, for those personnel to make judgments and determinations as to the desired scope of work; and

WHEREAS, in the IGA, CONTRACTOR identified potential energy and operational savings opportunities at CITY’s facilities and estimated program costs to implement energy-efficiency, energy-generation, and infrastructure improvement measures and presented the findings and deliverables including a Detailed IGA and Presentation Report (“DETAILED IGA REPORT”), for overall potential energy cost and consumption savings for implementing those recommendations; and
WHEREAS, CITY has determined that the anticipated cost to CITY to implement the energy-savings and energy generation measures described in the SCOPE OF WORK set forth herein (the “PROJECT”) will be less than the anticipated cost to CITY for thermal, electrical, and other energy, together with anticipated operational, maintenance and other costs, that would have been consumed by CITY in the absence of the PROJECT, in compliance with California Government Code §§4217.10 through 4217.18; and WHEREAS, CITY has determined that entering into this AGREEMENT to implement the PROJECT is in the best interests of CITY and that California Government Code §4217.10 et seq. allows CITY to enter into this AGREEMENT; and
WHEREAS, CITY now desires to retain CONTRACTOR to further develop energy efficiency measures as well as energy generation measures, and in compliance with California Government Code §§4217.10 through 4217.18, to design, engineer, procure, construct, install, and commission such energy efficiency measures and energy generation measures, all as described in Schedule A (SCOPE OF WORK), attached hereto and made a part hereof, as well as to provide other services for the purpose of achieving energy and operational savings for the PREMISES, as more fully set forth herein; and WHEREAS, CITY is authorized under the laws of the State of California to enter into this AGREEMENT for the purposes set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, CITY and CONTRACTOR hereto covenant and agree as follows:

0. DEFINITIONS. For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Each term is defined in the Section, Schedule, or Exhibit referenced.

0.1. “Agreement” is defined in the preamble.

0.2. “Applicable Law(s)” means any statute, law, treaty, building code, rule, regulation, ordinance, code, enactment, injunction, writ, order, decision, authorization, judgment, decree, protocol, procedure or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, as may be in effect at the time the Work is undertaken.

0.3. “Basic Insurance Requirements” is defined in Section 22.1.

0.4. “Certificate of Acceptance – Final Completion” is defined in Schedule 1‑B.

0.5. “Certificate of Substantial Completion” is defined in Schedule 1‑A.

0.6. “City” is defined in the preamble.

0.7. “City Data” is defined in Section 28.1.

0.8. “City Event of Default” is defined in Section 11.4.

0.9. “Compensation Schedule” is defined in Section 3.3.

0.10. “Construction Period” is defined in Schedule A‑7.

0.11. “Construction Phase” is defined in Section 3.1.

0.12. “Contract Bonds” is defined in Section 8.3.

0.13. “Contract Sum” is defined by reference in Schedule B‑1.

0.14. “Contractor” is defined in the preamble.

0.15. “Contractor Event of Default” is defined in Section 11.5.

0.16. “Contractor Warranty” is defined in Schedule A-9.

0.17. “Detailed IGA Report” is defined in the Recitals.

0.18. “Differing Site Condition” is defined in Schedule C‑7(a).

0.19. “Effective Date” is defined in the preamble.

0.20. “Energy Savings Guarantee” is defined in Exhibit 2.

0.21. “Equipment” is defined in Schedule A‑7.

0.22. “ESPC Documents” is defined in Section 1.

0.23. “Governmental Authority” means any federal, state, regional, town, county, city, municipal or local government agency, department or regulatory body having jurisdiction under Applicable Law over the matter in question.

0.24. “Guarantee Phase” is defined in Section 3.2.

0.25. “Guaranteed Energy Savings” means the sum of the savings described in Exhibit 2‑5.

0.26. “Hazardous Substances” is defined in Schedule C‑8(b).

0.27. “IGA” is defined in the Recitals.

0.28. “Incentive Funds” is defined in Section 8.7.

0.29. “Instruments of Service” is defined in Section 9.1.

0.30. “Material Change” is defined in Exhibit 2‑4(a).

0.31. “Modification” is defined in Section 1.1.

0.32. “Parties” and “Party” are defined in the preamble.

0.33. “Premises” is defined in the Recitals.

0.34. “Project” is defined in the Recitals.

0.35. “Punch List” is defined in Schedule B‑3(a)(4).

0.36. “Scope of Work” is defined in Section 3.3.

0.37. “Work” is defined in Section 2.
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1. ESPC DOCUMENTS. The ESPC documents (hereinafter, “ESPC DOCUMENTS”) consist of this AGREEMENT; other documents listed in this AGREEMENT and MODIFICATIONS issued after execution of this AGREEMENT.

1.1. A “MODIFICATION” is a written amendment to the AGREEMENT, and/or a supplemental Scope of Work and Energy Savings Guarantee subject to this AGREEMENT, signed by both PARTIES. A change order is a MODIFICATION.

1.2. The ESPC DOCUMENTS represent the entire and integrated agreement between the PARTIES and supersede prior negotiations, representations, or agreements, either written or oral. This AGREEMENT may be amended or modified only by a MODIFICATION. The ESPC DOCUMENTS shall not be construed to create a contractual relationship of any kind between any persons or entities other than the CITY and CONTRACTOR.

1.3. In accordance with California Government Code §1097.6(c)(1), CONTRACTOR’s duties and services under this AGREEMENT shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this PROJECT. 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 this PROJECT have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONTRACTOR pursuant to this AGREEMENT.

1.4. Schedules and Exhibits. CONTRACTOR has prepared, and CITY has approved and accepted, the Exhibits and Schedules set forth below, copies of which are attached hereto and made part of this AGREEMENT by reference.

SCHEDULES
Schedule A: SCOPE OF WORK
Schedule B: Compensation to CONTRACTOR
Schedule C: Additional Responsibilities
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EXHIBITS
Exhibit 1: Completion Form Templates
Schedule 1-A: Certificate of Substantial Completion
Schedule 1-B: Certificate of Acceptance - Final
Completion
Exhibit 2: Form of Energy Savings Guarantee, including the following Schedules (the “ENERGY SAVINGS
GUARANTEE”):

Schedule 2-A: Baseline Energy Consumption
Schedule 2-B: Savings Measurement & Calculation
Formulae; Methodology to Adjust
Baseline

2. THE WORK. The term “WORK” means the investigation, design, engineering, construction, installation, commissioning and related services required to fulfill CONTRACTOR’s obligations under the ESPC DOCUMENTS, whether completed or partially completed, and includes all labor, materials, Equipment, and services provided or to be provided by CONTRACTOR.

2.1. CONTRACTOR will fully execute the WORK described in the ESPC DOCUMENTS, except to the extent specifically indicated in the ESPC DOCUMENTS to be the responsibility of others.

2.2. CONTRACTOR will perform all WORK through sub-contractors or through CONTRACTOR’s own forces.

2.3. CONTRACTOR will perform the WORK in accordance with sound engineering and safety practices, in compliance with any and all reasonable rules of CITY relative to the PREMISES, and in compliance with Applicable Laws in effect on the EFFECTIVE DATE or the date of a MODIFICATION, as applicable. If CONTRACTOR performs WORK contrary to Applicable Laws, CONTRACTOR will assume responsibility for such WORK and will bear the costs attributable to correction.

3. PHASES OF WORK. The WORK will be performed in phases, including: the Construction Phase (and construction of any additional phases pursuant to a supplemental Scope of Work or Modification), and the corresponding Guarantee Phase, each as outlined in the applicable Scope of Work or Modification.

3.1. The Construction Phase. This phase will commence upon the issuance of a formal Notice to Proceed (NTP) following execution of this AGREEMENT.

3.2. The Guarantee Phase. Regarding any Scope of Work or Modification, this phase will commence upon the execution of an Energy Savings Guarantee in the form of Exhibit 2, for such Scope of Work or Modification, following the execution of the Certificate of Acceptance - Final Completion in the form of Schedule 1-B, corresponding to such Scope of Work or Modification.

3.3. Scope & Fee per Phase. The SCOPE OF WORK for each phase of the WORK will be defined in the applicable Schedule A (SCOPE OF WORK) (the “SCOPE OF WORK”). The fee for each phase of the WORK will be defined in the applicable Schedule B (Compensation to CONTRACTOR) (the “COMPENSATION SCHEDULE”).

4. FEES FOR THE WORK; PAYMENT. CITY shall pay CONTRACTOR SEVEN

MILLION NINE HUNDRED NINETY THOUSAND ONE HUNDRED EIGHTY-EIGHT DOLLARS ($7,990,188) for the performance of the WORK in accordance with the COMPENSATION SCHEDULE.

4.1. Billing Information Procedure. Payments due to CONTRACTOR will be calculated each month and paid in accordance with the COMPENSATION SCHEDULE.

4.2. Payment. CITY shall pay CONTRACTOR within thirty (30) days of receipt of CONTRACTOR’s application for payment.

5. ENERGY USAGE RECORDS AND DATA. CITY has furnished or will furnish (or cause its energy suppliers to furnish) to CONTRACTOR, upon its request, all of CITY’s records and complete data concerning energy usage and energyrelated maintenance for the PREMISES, including the following data for the most current twenty-six (26) month period: utility records; occupancy information; descriptions of any changes in the building structure or its heating, cooling, lighting, water, or other systems or energy requirements; descriptions of all energy consuming or saving equipment used in the PREMISES; bills and records relating to maintenance of energy-related equipment, and a description of

energy management procedures presently utilized. If requested, CITY will also provide any prior energy audits of the PREMISES, and copies of CITY’s financial statements and records related to energy usage and operations for the most current twenty-six (26) month period at the PREMISES and will make agents and employees familiar with such records available for consultations and discussions with CONTRACTOR.

6. JOINT REPRESENTATIONS AND WARRANTIES. Each PARTY warrants and represents to the other that:

6.1. It has all requisite power, authority, licenses, permits, and franchises, corporate or otherwise, to execute and deliver this AGREEMENT and perform its obligations hereunder;

6.2. Its execution, delivery, and performance of this AGREEMENT have been duly authorized by, or are in accordance with, its organic instruments, and this AGREEMENT has been duly executed and delivered for it by the signatories so authorized, and constitutes its legal, valid, and binding obligation;

6.3. Its execution, delivery, and performance of this AGREEMENT will not breach or violate, or constitute a default under any contract, lease or instrument to which it is a party or by which it or its properties may be bound or affected; and

6.4. It has not received, nor to the best of its knowledge is there pending or threatened, any notice of any violation of any Applicable Laws which would materially and adversely affect its ability to perform hereunder.

7. ADDITIONAL REPRESENTATIONS OF THE PARTIES.

7.1. CITY’s Representations. CITY hereby warrants, represents and promises that it has provided, or will provide timely, to CONTRACTOR all records relating to energy usage and energy-related maintenance of the PREMISES requested by CONTRACTOR and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this AGREEMENT will be, true and accurate in all material respects.

7.2. CONTRACTOR’s Representations. CONTRACTOR hereby warrants, represents and promises that:
(a) It is properly qualified, licensed and equipped to supply and perform the WORK in the State of California;

(b) It will make available, upon reasonable request, all documents relating to its performance under this AGREEMENT, including all contracts and subcontracts entered into;
(c) It will use qualified subcontractors and delegates, appropriately registered, licensed and bonded in this state, to perform the WORK so subcontracted or delegated pursuant to the terms hereof; (d) It is financially solvent, able to pay its debts as they mature and possesses sufficient working capital to complete the WORK and perform its obligations under this AGREEMENT.

8. PERFORMANCE BY CONTRACTOR.

8.1. CONTRACTOR will perform all tasks/phases under this AGREEMENT, including each Construction Phase, in such a manner so as not to harm the structural integrity of the buildings or their operating systems. CONTRACTOR will repair and restore to its original condition any area of damage caused by CONTRACTOR’s performance under this AGREEMENT. CITY reserves the right to review the WORK performed by CONTRACTOR and to direct CONTRACTOR to take certain corrective action if, in the reasonable opinion of the CITY, the structural integrity of the PREMISES or its operating system is or will be harmed. All costs associated with such corrective action to damage caused by CONTRACTOR’s performance of the WORK will be borne by CONTRACTOR.

8.2. CONTRACTOR will perform the WORK in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California. CONTRACTOR will remain responsible for the professional and technical accuracy of all WORK performed, whether by CONTRACTOR or its subcontractors or others on its behalf, throughout the term of this AGREEMENT.

8.3. Prior to commencing WORK under this AGREEMENT, CONTRACTOR will furnish a performance bond, in an amount equal to one hundred percent (100%) of the Construction Phase Contract Sum, and a payment bond to guarantee payment of all claims for labor and materials furnished, in an amount equal to one hundred percent (100%) of the Construction Phase Contract Sum (collectively, the “CONTRACT BONDS”). The CONTRACT BONDS are not being furnished to cover the performance of any energy guaranty or guaranteed savings under this AGREEMENT, nor to cover any Equipment and/or material manufacturer’s warranty or other third-party warranty being assigned to CITY.

8.4. Compliance With All Laws.
(a) CONTRACTOR and each of its subcontractors will, at
CONTRACTOR’s sole cost, comply with all Applicable Laws now in force, or which may hereafter be in force, pertaining to this AGREEMENT, and will faithfully observe, in all activities relating to or growing out of this AGREEMENT, all applicable CITY ordinances 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.
(b) To the extent required by California Labor Code §1771 or other Applicable Laws, all employees of CONTRACTOR and CONTRACTOR’s subcontractors performing WORK at the PREMISES will be paid the per diem prevailing wages for the employee’s job classification in the locality in which the WORK is performed. In accordance with California Labor Code §§1773 and 1773.2, CITY will obtain from the Director of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work, in the locality in which the WORK is to be performed, for each craft, classification or type of worker needed to execute the WORK at the PREMISES, and will cause copies of such determinations to be kept on file at its principal office. CONTRACTOR must post a copy at the PREMISES. CITY will promptly notify CONTRACTOR of any changes to any such prevailing wage determination.

8.5. Licensing. CONTRACTOR will, 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 WORK. At least one (1) officer or key employee of CONTRACTOR will hold the required licenses or professional degrees.

8.6. 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.

8.7. Incentive Funds. CONTRACTOR will assist CITY in the preparation and submission to the applicable agencies of applications and documentation necessary for mutually agreed energy efficiency rebate, incentive, and/or loan program(s), including the Federal Investment Tax Credit (ITC) (collectively “INCENTIVE FUNDS”). CONTRACTOR makes no guarantee that CITY will receive funding from any such INCENTIVE FUNDS, or any portion thereof; 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. Procurement, or lack thereof, of the INCENTIVE FUNDS will not alter the Contract Sum of this AGREEMENT or the payment timeline associated with payment of the Contract Sum. Any and all rebate deposits paid by CONTRACTOR will be immediately returned to CONTRACTOR when received by CITY.

9. OWNERSHIP.

9.1. Ownership of Certain Proprietary Property Rights. CITY will not, by virtue of this AGREEMENT, acquire any interest in any formulas, patterns, devices, secret inventions or processes, copyrights, patents, other intellectual or proprietary rights, or similar items of property which are or may be used in connection with the WORK. All data, reports, proposals, plans, specifications, flow sheets, drawings, and other products of the WORK (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 WORK. 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.

9.2. 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.

10. INDEMNIFICATION; LIMITATION OF LIABILITY.

10.1. Indemnification. CONTRACTOR shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all third-party liabilities, 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 CITY’s gross negligence.

10.2. Design Professional Services. For all services that include, as defined by California Civil Code §2782.8, design professional services, all provisions, clauses, covenants, and agreements contained in, collateral to, or affecting any such services, and amendments thereto, that purport to indemnify, including the duty and the cost to defend, the indemnitee by a design professional against liability for claims against the indemnitee, are unenforceable, except to the extent that the claims against the indemnitee arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional. In no event shall the cost to defend charged to the design professional exceed the design professional’s proportionate percentage of fault.

10.3. Third Party Claims. CITY shall timely notify CONTRACTOR of thirdparty claims relating to this AGREEMENT. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification.

10.4. Limitation on Liability. The liability of a defaulting PARTY, in connection with this AGREEMENT or any analysis, report, recommendations, or other deliverables provided hereunder, shall 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 in strict liability, including, but not limited to, operational losses in the performance of business such as any increase in operating expense.

11. CONDITIONS BEYOND CONTROL OF THE PARTIES; EVENTS OF DEFAULT.

11.1. CONTRACTOR will notify CITY in writing immediately of any delay or anticipated delay in CONTRACTOR’s performance of this AGREEMENT due to causes or circumstances beyond the reasonable control of CONTRACTOR.

Notice will include (i) the reason for the delay, (ii) the delay’s anticipated length, and (iii) the delay’s anticipated financial cost. The date of performance will be extended for a period equal to the time lost by reason of the delay.

11.2. CONTRACTOR may, subject to CITY’s agreement via a MODIFICATION, be entitled to additional compensation due to any such extension of time, or, in certain instances, including the implementation of tariffs, due to increases in material, Equipment and/or labor costs. Any extension of time or increase in the Contract Sum pursuant to this Section 11 will be documented by a MODIFICATION signed by the PARTIES. Examples of such possibly excusable delays are natural calamities, strikes and boycotts, war or civil unrest, delay or inability to secure products, parts, materials, fuel, supplies, Equipment or power at reasonable prices or in sufficient amounts through usual sources of supply, or governmental actions, a change in Applicable Law, the implementation or proposed implementation of new tariffs or modification of existing tariffs that increase CONTRACTOR’s cost of materials and Equipment, regional labor escalation or shortages, and other events that are commonly deemed force majeure events.

11.3. Events of Default by CITY. Each of the following events or conditions will constitute a “CITY EVENT OF DEFAULT”:
(a) Any failure by CITY to pay any amount to CONTRACTOR which is not paid within thirty (30) days after written notification by CONTRACTOR that CITY is delinquent in making payment; provided that CONTRACTOR is not then in default in its performance under the terms of this AGREEMENT; or
(b) Any other material failure by CITY to perform or comply with the terms and conditions of this AGREEMENT, including breach of any covenant contained herein, provided that such failure continues for thirty (30) days after notice to CITY demanding that such failures to perform be cured, or if such cure cannot be effected in thirty (30) days, CITY will not be in default if CITY commences a cure within such thirty (30) day period and diligently pursues completion thereof; or
(c) Any representation or warranty furnished by CITY in this AGREEMENT was false or misleading in any material respect when made.

11.4. Events of Default by CONTRACTOR. Each of the following events or conditions will constitute a “CONTRACTOR EVENT OF DEFAULT”:
(a) Any failure by CONTRACTOR to meet the standards of
comfort and service set forth in Schedule C-1 due to failure by CONTRACTOR to properly design, install, maintain, repair or adjust the Equipment; provided that such failure continues for thirty (30) days after notice to CONTRACTOR demanding that such standards be met, or if such failure cannot be cured within thirty (30) days, CONTRACTOR will not be in default if CONTRACTOR commences a cure within such thirty (30) day period and diligently pursues completion thereof.
(b) Any other material failure by CONTRACTOR to perform or comply with the terms and conditions of this AGREEMENT, including breach of any covenant contained herein, provided that such failure continues for thirty (30) days after notice to CONTRACTOR demanding that such failures to perform be cured, or if such cure cannot be effected in thirty (30) days, CONTRACTOR will not be in default if CONTRACTOR commences a cure within such thirty (30) day period and diligently pursues completion thereof;
(c) Any representation or warranty furnished by CONTRACTOR in this AGREEMENT was false or misleading in any material respect when made; or (d) The filing of a bankruptcy petition, whether by CONTRACTOR or its creditors against CONTRACTOR, which proceeding has not been dismissed within sixty (60) days of its filing, or an involuntary assignment for the benefit of all creditors or the liquidation of CONTRACTOR.

12. CLAIMS AND DISPUTE RESOLUTION.

12.1. Informal Process. All disputes will first be submitted to the individuals listed in Section 20 for resolution.

12.2. Claims Process Under Public Contract Code. In the event that a remedy acceptable to both CITY and CONTRACTOR cannot be found pursuant to Section 12.1, CONTRACTOR may commence the dispute resolution process set forth in California Public Contract Code §9204 et seq., which can be summarized as follows (the following is a summary only and is not intended to modify in any way the requirements and timeframes set forth in the statute):
(a) A “claim” means a separate demand by a contractor for one or more of the following: (i) a time extension, including, without limitation, for relief from damages or penalties for delay assessed by a public entity under

a contract for a public works project; (ii) payment by the public entity of money or damages arising from work done by, or on behalf of, the contractor pursuant to the contract for a public works project and payment for which is not otherwise expressly provided or to which the claimant is not otherwise entitled; and (iii) payment of an amount that is disputed by the public entity. The claimant will furnish reasonable documentation to support the claim. (b) Upon receipt of a claim, the public entity will conduct a reasonable review of the claim and will provide the claimant a written statement identifying what portion of the claim is disputed and what portion is undisputed. If the claimant disputes the public entity’s written response, or if the public entity fails to respond to a claim within the time prescribed by statute, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute.
(c) Following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the public entity will provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim will be processed and made in accordance with the statute. Any disputed portion of the claim, as identified by the contractor in writing, will be submitted to nonbinding mediation, with the public entity and the claimant sharing the associated costs equally. (d) Notwithstanding the foregoing, upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of binding arbitration, as set forth in Section 12.3 or Section 12.5.

12.3. Arbitration. CITY and CONTRACTOR agree that if the claim or dispute cannot be resolved by the process set forth in Public Contract Code §9204 et seq. and summarized in Section 12.2, the PARTIES may elect to resolve the claim or dispute via arbitration pursuant to Public Contract Code §10240 et seq., and the provisions of Public Contract Code §20104 et seq. will not apply.

Notwithstanding any other provision of law, arbitrators appointed for purposes of this Section 12.3 will be experienced in construction law and will be paid necessary and reasonable hourly rates not to exceed their customary rate.

Such fees and expenses will be paid equally by the PARTIES, except where the arbitrator, for good cause, determines a different division.

12.4. Multiparty Proceeding. Either PARTY may join third parties whose joinder would facilitate complete resolution of the dispute and matters arising from the resolution of the dispute.

12.5. Litigation. Notwithstanding the foregoing, the PARTIES, and either of them, if unable to resolve the dispute or claim via Sections 12.1, 12.2, or 12.3, may bring an action, complaint, or proceeding before the venue listed in Section 19, below.

13. LIENS. CONTRACTOR will promptly pay, when due, all amounts payable for labor and materials furnished in the performance of this AGREEMENT and will endeavor to prevent any lien or other claim from arising against any CITY property, against CONTRACTOR’s rights to payments hereunder, or against CITY.

14. INDEPENDENT CAPACITY OF THE CONTRACTOR. This AGREEMENT calls for CONTRACTOR’s performance of the WORK as an independent contractor.

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

15. NO WAIVER. The failure of CONTRACTOR or CITY to enforce against the other any provision of this AGREEMENT will not constitute a waiver of that PARTY’s right to enforce such a provision at a later time and will not serve to vary the terms of this AGREEMENT.

16. SEVERABILITY. In the event that any clause or provision of this AGREEMENT or any part thereof is declared invalid, void, or unenforceable by any court having jurisdiction, such invalidity will not affect the validity or enforceability of the remaining portions of this AGREEMENT unless the result would be manifestly inequitable or unconscionable.

17. COMPLETE AGREEMENT.

17.1. 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 will not apply to the interpretation of this AGREEMENT.

17.2. This AGREEMENT, when executed, together with all Exhibits and Schedules attached hereto or to be attached hereto, as provided for by this AGREEMENT, will constitute the entire agreement between the PARTIES and this AGREEMENT may not be amended, modified, or terminated except by a written MODIFICATION approved by the Bakersfield City Council and signed by the PARTIES hereto.

18. FURTHER ASSURANCES. Each PARTY will 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.

19. APPLICABLE LAW; VENUE. 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 will be brought in Kern County, California.

20. NOTICE. Any notice required or permitted hereunder will be deemed sufficient if given in writing and delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or delivered to a nationally recognized express mail service, charges prepaid, receipt obtained, to the address shown below or to such other persons or addresses as are specified by similar notice.

TO CONTRACTOR: TO CITY:

Willdan Energy Solutions City of Bakersfield, Water Dept.

Aaron Etzkorn, President Daniel Maldonado, Water
Director
2401 East Katella Avenue, Suite 300 1000 Buena Vista Road Anaheim, CA 92806 Bakersfield, CA 93311

21. HEADINGS. Headings and subtitles used throughout this AGREEMENT are for the purpose of convenience only, and no heading or subtitle will modify or be used to interpret the text of any section.

22. INSURANCE.

22.1. 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”)
(a) 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.
(b) 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:

(i) Provide contractual liability coverage for the terms of this AGREEMENT;
(ii) Provide products and completed operations
coverage;
(iii) Provide PREMISES, operations, and mobile equipment coverage; and
(iv) Contain an additional insured endorsement in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.
(c) 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 AGREEMENT.

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. (d) Professional Liability Insurance for damages incurred by reason of any negligent act, error or omission committed by CONTRACTOR in performing professional services with limits of not less than $1,000,000 per claim and $2,000,000 annual aggregate.
(e) Builders All-Risk Insurance: CONTRACTOR, at CITY’s expense, will maintain “All Risk Insurance” for all Equipment and property obtained by or for CONTRACTOR which is to become a part of the WORK while such Equipment and property is stored at the job site, at temporary locations, or while in transit to the PROJECT from such temporary locations. CONTRACTOR will also be responsible for insuring subcontractors’ owned, rented, or borrowed equipment.

22.2. The following general provisions will apply to all insurance types:
(a) 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. (b) 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. (c) The insurance required above, except for workers’
compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A-:VII. Any deductibles, self-insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this AGREEMENT, or insurance rated below Best’s A-:VII, must be declared prior to execution of this AGREEMENT and approved by CITY in writing.
(d) The insurance required in this section must be maintained until the 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.
(e) Full compensation for all premiums which the CONTRACTOR is required to pay to satisfy the BASIC INSURANCE REQUIREMENTS will be considered as included in the prices paid for the performance of the WORK, and no additional allowance will be made therefore or for additional premiums which may be required by extensions of the policies of insurance. (f) 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.
(g) CONTRACTOR will require each subcontractor to maintain such levels and types of insurance coverage as are appropriate for the WORK to be performed by such subcontractor.

22.3. CONTRACTOR will provide CITY with certificates of insurance evidencing coverage required above. Each certificate will provide that the coverage may not be canceled except with at least thirty (30) days prior written notice to CITY, ten (10) days’ notice if cancellation is due to nonpayment of premium. Should this occur, CONTRACTOR will procure and furnish to CITY, prior to such effective date, new certificates conforming to the above coverage requirement.

23. 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 AGREEMENT, 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 will be unenforceable and otherwise null and void without the need for further action by the non-assigning PARTY or PARTIES.

24. ACCOUNTING RECORDS. CONTRACTOR will maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this AGREEMENT. Such records and documentation will be kept at CONTRACTOR’s office during the term of this AGREEMENT, and for a period of three (3) years from the date of the final payment hereunder.

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 will prevail. All exhibits to which reference is made in this AGREEMENT are deemed incorporated in this AGREEMENT, whether or not actually attached.

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

agreed, for which CITY funds and/or other funds will have been appropriated and budgeted or are otherwise available.

27. EPACT 179D. To encourage the implementation of a more energyefficient system, Section 179D of the Internal Revenue Code provides for the allocation of a tax deduction based on the efficiency of the design. Since a public entity is exempt from paying taxes, the Internal Revenue Code permits this allocation to be passed along to the designer of the system as an additional incentive to incorporate the most efficient system affordable. Accordingly, once the building/system is placed into service, it is understood and agreed that the tax deduction granted pursuant to Section 179D of the Internal Revenue Code will be allocated to CONTRACTOR, in consideration of which CONTRACTOR intends to maximize the energy efficiency of the design being contracted.

28. CITY DATA.

28.1. CITY Retains Data Ownership. Any and all provisions of the Agreement and/or its attached Schedules and/or Exhibits notwithstanding, CITY shall maintain ownership and control of all data generated, created, output, or otherwise made existent by the CONTRACTOR’s performance, installation, or creation of the system and/or systems contemplated in the WORK (the “CITY Data”).
(a) CITY Right to Audit. CITY shall, for the Agreement’s duration, retain the right to audit and inspect CONTRACTOR’s data practices concerning CITY Data during regular business hours and upon reasonable notice which CONTRACTOR shall not unreasonably withhold.
(b) Data Breach. In the event CONTRACTOR experiences a data breach, cyberattack, or other event resulting in the release of CITY Data, CONTRACTOR shall immediately inform CITY of that occurrence, the data the event affected, and any other pertinent information.

28.2. No Third-Party Sharing. CONTRACTOR shall have no right to sell, share, gift, or otherwise provide any CITY Data to any third-party without the express written permission of CITY. Any such request shall be presented to CITY by CONTRACTOR. CITY will make a reasonable determination as to whether or not it permits CONTRACTOR to share its data with a party other than CONTRACTOR. CITY retains all of its rights, whatever they may be, to enforce this provision.
(a) CPRA Cooperation. In the event CITY receives a valid public records request pursuant to the California Public Records Act (CPRA) concerning CITY Data held by CONTACTOR, CONTRACTOR shall assist CITY in

producing that data. CONTRACTOR shall not withhold its cooperation in this instance for any reason.

28.3. CONTRACTOR’s Obligation Upon Contract Termination. Upon the termination of this Agreement, for whatever reason, CONTRACTOR shall engage in the following course of action:
(a) Return CITY Data. Within fourteen (14) days, CONTRACTOR shall return all CITY Data gathered during the Agreement’s term to CITY in a usable, portable format, such as .CSV, JSON, or another open format not dependent on CONTRACTOR’s proprietary technology for future CITY use. (b) Destroy the CITY Data. Upon satisfactory completion of Section 28.3(a), CONTRACTOR shall delete, erase, or otherwise destroy all CITY Data gathered during the Agreement’s term. CONTRACTOR must provide to CITY a writing representing that all CITY Data has been destroyed along with satisfactory proof evidencing the deletion of all CITY Data, including any copies made of such data, whether in part or in total, whether held by CONTRACTOR or stored within a third-party’s IT infrastructure. Such proof shall be determined in accord with industry best practices at the time Section 28.3(a)-(b) is exercised. [document continues]

SCHEDULE A

SCOPE OF WORK
California State Contractor’s License Number 1065713
California Public Works Contractor Registration Number 1001125693 SCHEDULE A-0. PURPOSE.
(a) This SCOPE OF WORK is attached to, and forms an integral part of, the AGREEMENT. Capitalized terms used and not defined in this SCOPE OF WORK have the meanings given them in the AGREEMENT.
(b) The purpose of this AGREEMENT is for CONTRACTOR to implement energy savings efficiency measures, or other operating cost saving measures and Equipment, as well as energy generation measures, with respect to the PREMISES. The AGREEMENT also sets forth the terms and conditions under which CONTRACTOR will implement such measures, and any other services agreed by CONTRACTOR and CITY, all of which will be designed to save energy or other operating costs at the PREMISES and/or with respect to the new infrastructure.

SCHEDULE A-1. CONTRACT TIME.
(a) The estimated PROJECT duration is 449 calendar days from the execution of this AGREEMENT.
(b) The anticipated date of Final Completion is December 30, 2027. (c) Weather disruptions, availability of necessary Equipment, remediation of hazardous materials, and other delays beyond the control of CONTRACTOR will not count toward the construction timeframe in this Schedule A-1.

SCHEDULE A-2. ENGINEERING AND DESIGN SERVICES.
(a) Engineering and Design. CONTRACTOR will perform design required to:
(1) Develop the SCOPE OF WORK and PROJECT solutions that meet the Program Requirements identified in Schedule A-4; and (2) Obtain permits.

SCHEDULE A-3. CONSTRUCTION PHASE SERVICES.
(a) CONTRACTOR’s Construction Phase Responsibility.
(1) CONTRACTOR will supervise and direct the WORK, using CONTRACTOR’s best skill and attention. CONTRACTOR will be solely responsible

for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the WORK under the AGREEMENT, unless the ESPC DOCUMENTS give other specific instructions concerning these matters.
(2) CONTRACTOR will schedule the WORK and coordinate
subcontractors and any other persons on the PREMISES.
(3) CONTRACTOR will inspect the WORK of each subcontractor for defective WORK, manage resolution of the defective WORK, and notify applicable subcontractor(s) to correct such defective WORK in a manner approved by the design team and CITY.
(4) CONTRACTOR will record the progress of the PROJECT and provide reports to the CITY. Such reports will include, without limitation, information about variations between actual and budgeted or estimated costs and information on each subcontractor’s WORK, as well as completion status on the entire PROJECT, showing percentages of completion.
(5) With the cooperation of the subcontractors, CONTRACTOR will prepare and maintain the Construction Schedule.
(6) CONTRACTOR will schedule and conduct preconstruction, progress, quality control and special meetings with the CITY, designers, the subcontractors and any other parties involved in the PROJECT to discuss such matters as procedures, progress, problems and scheduling. (7) CONTRACTOR will receive, review for completeness and responsiveness the subcontractors’ submittals such as shop drawings, product data and samples and deliver them to the CITY for review and approval. (8) CONTRACTOR will manage the Punch List (See Schedule B‑3(a)(4)), coordinate final inspections, and prepare the certificates of Substantial Completion and Final Completion. Upon Final completion, CONTRACTOR will receive, review for conformity with the requirements of the ESPC DOCUMENTS, transmit to the CITY any affidavits, and turn over to the CITY any manuals and the originals of any guarantees, warranties, releases, bonds and waivers.
(b) Labor and Materials.
(1) Unless otherwise provided in the ESPC DOCUMENTS,
CONTRACTOR will provide and pay for labor, materials, Equipment, tools, construction equipment and machinery, water, heat, utilities, transportation,

and other facilities and services, necessary for proper execution and completion of the WORK, whether temporary or permanent, and whether or not incorporated or to be incorporated in the WORK.
(2) CONTRACTOR will enforce strict discipline and good order among CONTRACTOR’s employees, subcontractors, and other persons carrying out the WORK. CONTRACTOR will not permit employment of unfit persons or persons not properly skilled in tasks assigned to them.

SCHEDULE A-4. ENERGY PERFORMANCE AGREEMENT PROGRAM
REQUIREMENTS.
(a) Program requirements are outlined in the DETAILED IGA REPORT provided to the CITY at the completion of the IGA for the PROJECT outlined in this AGREEMENT.

SCHEDULE A-5. SCOPE OF WORK.
(a) SCOPE OF WORK. The finalized SCOPE OF WORK to be performed under the AGREEMENT is as follows:
(1) SOLAR PHOTOVOLTAIC (PV) SYSTEMS & BATTERY ENERGY STORAGE

SYSTEMS (BESS)
(A) This Project includes the complete design, engineering, procurement, installation, testing, commissioning, and placement into operation of Solar Photovoltaic (PV) Systems, a Battery Energy Storage System (BESS), and Electric Vehicle (EV) Charging Infrastructure at facilities owned by the CITY. (B) All systems will be fully integrated, code-compliant, utilityinterconnected, and operational in accordance with the ESPC DOCUMENTS, including Schedule A-5 Drawings and Specifications.
(C) SYSTEMS TO BE PROVIDED
(i) 2.1 Solar Photovoltaic (PV) Systems.
(ii) Carport Canopy Solar PV System - 465.43 kWdc.
(D) Work includes:
(i) Design and construction of solar canopy structures over designated parking areas.
(ii) Installation of photovoltaic modules mounted to
structural steel canopy systems.

(iii) Installation of inverters, combiner panels, disconnect switches, and related balance-of-system components.
(iv) DC and AC wiring, conduit systems, overcurrent
protection devices, and interconnection equipment.
(v) Integration into the existing facility electrical distribution system.
(vi) Installation of energy production metering and
monitoring equipment.
(vii) LED canopy lighting integrated into the existing lighting control system (as applicable).
(viii) Utility interconnection and coordination to achieve Permission to Operate (PTO).
(E) Carport Canopy Solar PV System - 45.75 kWdc
(i) SCOPE OF WORK includes the same elements as
above, scaled appropriately for system size and site conditions. (F) 2.2 Battery Energy Storage System (BESS)
(i) Tesla Megapack 2XL - 612 kW / 2,448 kWh.
(G) Work includes:
(i) Design and installation of manufacturer-compliant
foundation system.
(ii) Delivery and placement of Tesla Megapack 2XL unit. (iii) Integration with facility electrical infrastructure. (iv) Installation of required switch gear, protection relays, and power control systems.
(v) Compliance with NFPA 855, California Fire Code, PG&E Rule 21, UL 3141, UL 1741 SA/SB, and IEEE 1547.
(vi) Installation of required fire safety clearances and access pathways.
(vii) Metering, monitoring, and control integration.

(viii) Commissioning in coordination with manufacturer and CITY.
(ix) Submission of all manufacturer documentation and
testing records.
(x) The BESS will be fully operational and capable of
performing demand management, energy arbitrage, and applicable incentive program participation functions.
(2) DESIGN & ENGINEERING SERVICES
(A) The WORK includes civil, structural, and electrical engineering required to design, permit, and construct the systems.
(3) CIVIL ENGINEERING
(A) Site layout modifications for parking expansion and curb/ramp adjustments (if shown in drawings).
(B) Trenching layouts
(C) Drainage considerations within designated work areas. (D) Preparation of permit-ready parking civil plans.
(E) Incorporation of redlines into final as-built drawings. (4) STRUCTURAL ENGINEERING
(A) Structural calculations and stamped engineering drawings. (B) Foundation design based on assumed 14-foot caisson depth minimum for all canopy column foundation.
(C) Column concrete abutments 30”above-grade.
(D) Evaluation of existing soils conditions to determine best method for solar canopy structures foundations.
(E) Design of solar canopy structures.
(F) Evaluation of existing structural interfaces.
(G) Concrete scanning where required.

(H) Minimum canopy clearance of 14’-6”.
(I) Galvanized structural steel systems.
(5) ELECTRICAL ENGINEERING
(A) Stamped electrical plans and calculations.
(B) Single-line diagrams and protection coordination.
(C) Arc flash analysis.
(D) Verification of interconnection feasibility.
(E) Utility coordination drawings.
(F) Electrical as-built documentation.
(6) CONSTRUCTION & INSTALLATION
(A) The WORK includes all labor, materials, Equipment, and supervision necessary to complete the systems described. (B) Included Construction Activities:
(i) Site preparation within designated work areas.
(ii) Excavation and foundation installation.
(iii) Installation of canopy steel structures.
(iv) Solar module mounting and wiring.
(v) BESS placement and electrical integration.
(vii) Conduit trenching or directional boring.
(viii) Grounding and surge protection systems.
(ix) Required labeling and code-compliant placards.
(x) Restoration of disturbed asphalt, concrete,
landscaping, irrigation, and striping within work limits.

(xi) All WORK will be performed during normal business
hours 7am-4pm.
(xii) Single mobilization for construction.
(xiii) All systems will be installed in accordance with manufacturer requirements and applicable codes.
(7) MONITORING & CONTROLS
(A) Solar Monitoring
(i) Revenue-grade production metering.
(ii) Minimum 15-minute interval data recording.
(iii) Remote access capability for CITY.
(iv) Ethernet or cellular communication.
(B) BESS Monitoring
(i) Manufacturer-integrated monitoring platform.
(ii) Performance reporting compatible with SGIP (if
becomes applicable).
(iii) Remote software update capability.
(8) COMMISSIONING & CITY TRAINING
(A) Functional testing of PV and BESS systems.
(i) Verification of system performance.
(ii) Utility witness testing (if required).
(iii) CITY training session covering operation and
maintenance.
(iv) Delivery of digital O&M manuals.
(v) Delivery of warranty documentation.

(vi) Permit closeout and utility PTO documentation.
(9) WARRANTIES & SERVICES
(A) Solar PV
(i) 1-year workmanship warranty.
(ii) 12-year module product warranty.
(iii) 25-year module performance warranty.
(iv) 10-year inverter warranty (minimum).
(v) 25-year mounting system warranty.
(vi) Three (3) years O&M services.
(a) Routine maintenance adjustments,
replacements, and cleaning.
(b) Documentation of maintenance and warranty
items.
(vii) Three (3) years of monitoring services.
(B) BESS
(i) 20-year manufacturer warranty.
(ii) One (1) year workmanship warranty.
(iii) One (1) year preventative maintenance services.
(iv) Performance reporting support.
(10) WORK EXCLUDED
(A) The following are excluded unless specifically amended:
(i) Hazardous material abatement.
(ii) ADA upgrades not shown in ESPC DOCUMENTS.

(iii) Improvements outside defined WORK areas.
(iv) Major subsurface remediation due to unknown soil
conditions.
(v) Rock excavation requiring specialized mechanical
pulverizing.
(vi) Third-party testing beyond standard Authority Having Jurisdiction Inspections.
(vii) Preventative maintenance for BESS beyond Year 1.
(viii) CITY IT infrastructure upgrades beyond designated system connection points.
(ix) Expedited procurement unless separately authorized. (x) Additional fire protection measures required by the Authority Having Jurisdiction beyond those identified in the ESPC DOCUMENTS. (xi) Relocation of existing underground utilities not shown in CITY-provided documents and not reasonably discoverable through standard utility locating procedures.
(xii) Responsibility for CITY network modifications.
(xiii) Responsibility for cybersecurity compliance beyond equipment standards.
(xiv) Compliance with Domestic Content requirements is
based on manufacturer certifications available at time of procurement.

Contractor does not guarantee final IRS determination.
(xv) WORK is based upon visual observations and available record documents. Concealed or unknown conditions that materially differ from those reasonably anticipated will be addressed through a Change Order. (xvi) Utility interconnection approval is subject to utility review and requirements. Costs resulting from unforeseen utility-required upgrades beyond those shown in the ESPC DOCUMENTS will constitute a Change Order.
(b) CITY RESPONSIBILITIES

(1) CITY shall:
(2) Provide access to the PREMISES.
(A) Provide existing as-built documentation available.
(B) Execute utility interconnection documents.
(C) Maintain insurance for existing facilities.
(D) Maintain operational systems not being modified.
(E) Maintain manufacturer-required preventative
maintenance after initial included period.
(3) Provide third party testing for typical CITY testing. (c) DRAWINGS
(1) The SCOPE OF WORK in Schedule A-5 supersedes any SCOPE OF WORK defined in the Drawings and Specifications. The Drawings and Specifications are provided to provide layout, quantities and general quality of Equipment and materials to be incorporated in the PROJECT. (2) Drawings:
(i) CA, Bakersfield - Water Interface DER_60P_1.14.26
(ii) C101 CIVIL LAYOUT EXHIBIT-C101 Civil Site Plan_12.29.25 (d) SPECIFICATIONS
(1) The SCOPE OF WORK in Schedule A-5 supersedes any SCOPE OF WORK defined in the Drawings and Specifications. The Drawings and Specifications are provided to provide layout, quantities and general quality of Equipment and materials to be incorporated in the PROJECT. (2) Specifications:
(A) Bakersfield Water Dept Solar PV Design Requirement
Specification
(B) Tesla Megapack 2XL Design Installation Manual
(C) Tesla Industrial Energy Approved Vendor List

(D) Standard Tesla System Controller Enclosure Installation Manual
(E) Megapack Grounding Conductor Recommendations
AppNote
(3) ETB Controller Tesla Wiring Diagram & Schematic 10102025 (e) ALLOWANCES AND CONTINGENCIES
(1) Allowances.
(A) The allowances will be used to cover the costs for labor, material and Equipment associated with the following WORK defined in this section. All change orders against this allowance are subject to review, negotiation, and approval by the CITY prior to the WORK being performed. The CITY will be responsible for any costs over the value of the allowance. If there is a balance of the allowance remaining after all SCOPE OF WORK is completed, then the CITY will receive the balance of the allowance, as a credit to the Contract Sum. The value of the allowance will be reconciled after the associated SCOPE OF WORK is completed.
(B) CITY Allowance - 2026 Cost Escalations: $205,000
(C) CITY Allowance - Soils: $96,000
(2) Contingencies.
(A) CITY’s Contingency: $200,000
(3) CONTRACTOR’s Contingency exists to mitigate PROJECTrelated risks for which CONTRACTOR is responsible. This Contingency is intended to cover costs due to the negligence or failure of CONTRACTOR, CONTRACTOR’s subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the AGREEMENT. CONTRACTOR’s Contingency is understood by CONTRACTOR and CITY to be “spent” money.
(4) Supplementary and other Conditions of the AGREEMENT.

SCHEDULE A-6 CONTRACTOR’S PERSONNEL. CONTRACTOR’s key personnel are properly licensed and have the experience to perform the WORK called for under this AGREEMENT.

SCHEDULE A-7 TIME.

(a) Construction and installation of energy-saving and/or energygenerating equipment (“Equipment”) by CONTRACTOR will proceed throughout the Construction Period described in the detailed schedule of construction, which will be submitted to CITY following commencement of the Construction Phase. This schedule will be updated throughout construction to reflect ongoing progress on the PROJECT.
(b) Weather disruptions, availability of necessary Equipment, remediation of hazardous materials, and other delays beyond the control of CONTRACTOR will not count toward the Construction Period. The completion dates will be modified by Change Order for these events.

SCHEDULE A-8 SYSTEMS STARTUP AND EQUIPMENT COMMISSIONING.

CONTRACTOR will conduct a thorough and systematic performance test of each element and total system of the installed Equipment in accordance with the procedures specified in Schedule A-5(d) Specifications, and prior to acceptance of the PROJECT by CITY. CONTRACTOR will provide notice to the CITY of the scheduled test(s) and the CITY and/or its designees will have the right to be present at any or all such tests conducted by CONTRACTOR and/or manufacturers of the Equipment. CONTRACTOR will be responsible for correcting and/or adjusting all deficiencies in systems and Equipment operations that may be observed during system commissioning procedures.

SCHEDULE A-9 EQUIPMENT WARRANTIES.

EXCEPT FOR THE WARRANTIES PROVIDED IN THIS Schedule A-9, CONTRACTOR

MAKES NO WARRANTIES IN CONNECTION WITH THE WORK PROVIDED UNDER THIS

AGREEMENT, WHETHER EXPRESS OR IMPLIED IN LAW, INCLUDING ANY IMPLIED

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES AGAINST INTELLECTUAL PROPERTY INFRINGEMENT.

CITY WILL HAVE NO REMEDIES AGAINST EITHER CONTRACTOR OR ANY

CONTRACTOR SUBCONTRACTOR OR VENDOR FOR ANY DEFECTIVE MATERIALS

OR EQUIPMENT INSTALLED, EXCEPT FOR THE REPAIR OR REPLACEMENT OF SUCH

MATERIALS OR EQUIPMENT IN ACCORDANCE WITH THE WARRANTIES INDICATED BELOW.
(a) CONTRACTOR covenants and agrees that all material and Equipment installed as part of this AGREEMENT will be new, in good and proper working condition and protected by appropriate written warranties covering the performance of parts and Equipment, which will be transferred to CITY upon Substantial Completion. CONTRACTOR further warrants that its workmanship provided hereunder, including its subcontractors’ workmanship, will be free of material defects for a period of one (1) year from the date of Substantial Completion as indicated on the executed Certificate of Substantial Completion (“Contractor Warranty”). Notwithstanding the preceding sentence, the date

the Contractor Warranty commences with respect to a specific piece or pieces of Equipment may be further defined in Schedule 1-A.
(b) Equipment and material warranties that exceed the Contractor Warranty period will be provided directly by the Equipment and/or material manufacturers and such warranties will be assigned directly to CITY, after the one (1) year period. During the Contractor Warranty period, CONTRACTOR will be CITY’s agent in working with the Equipment and material manufacturers in resolving any Equipment or material warranty issues. If any material defects are discovered within the Contractor Warranty period, CONTRACTOR, or CONTRACTOR’s subcontractors, will correct its defects, and/or CONTRACTOR will work with the Equipment or material manufacturer as CITY’s agent to facilitate the manufacturer’s correction of the Equipment or material defect. Such warranty services will be performed in a timely manner and at the reasonable convenience of CITY. If a warranty issue arises on any Equipment or material installed after the Contractor Warranty period, and the Equipment or material has a warranty period that exceeds one (1) year, CITY will contact the manufacturer directly to resolve such warranty issues and CITY acknowledges that the manufacturer will have sole responsibility for such issues. (c) The warranties in this Schedule A-9 expressly exclude any remedy for damage or defect caused by improper or inadequate maintenance of the installed Equipment by service providers other than CONTRACTOR or its subcontractors, corrosion, erosion, deterioration, abuse, modifications or repairs not performed by an authorized subcontractor, improper use or operation, or normal wear and tear under normal usage. CONTRACTOR will not be responsible for the cost of correcting a breach of warranty or defect to the extent that the manufacturer of the Equipment that is the subject of a warranty hereunder does not honor its Equipment warranty as a result of its termination of operations, insolvency, liquidation, bankruptcy or similar occurrence. Unless otherwise specified, all warranties hereunder, including without limitation those for defects, whether latent or patent, in design, engineering, or construction, will terminate one (1) year from the date of Substantial Completion; and thereafter, CONTRACTOR will have no liability for breach of any warranty or for any latent or patent defect of any kind pursuant to California Code of Civil Procedure §§337.1 and 337.15.
(d) CITY and CONTRACTOR have discussed the risks and rewards associated with this PROJECT, as well as the Contract Sum to be paid to CONTRACTOR for performance of the WORK. CITY and CONTRACTOR agree to allocate certain of the risks so that, to the fullest extent permitted by Applicable Law, CONTRACTOR’s total aggregate liability to CITY and all third parties is limited to the Contract Sum for any and all injuries, damages, claims, losses, expenses, or claim expenses (including attorney’s fees) arising out of this

AGREEMENT from any cause or causes. Such causes include, but are not limited to, negligence, errors, omissions, strict liability, breach of AGREEMENT, or breach of warranty.

SCHEDULE A-10 TRAINING BY CONTRACTOR. CONTRACTOR will conduct the training program described in Schedule C-9 hereto. Such training must be completed prior to acceptance of the Equipment installation. CONTRACTOR will provide ongoing training whenever requested by CITY with respect to updated or altered Equipment, including upgraded software. Such training will be provided at no charge to the CITY.

SCHEDULE A-11 PERMITS AND APPROVALS; COORDINATION.
(a) Permits and Approvals. The Equipment and the operation of the Equipment by CONTRACTOR will at all times conform to all applicable federal, state and local code requirements. CITY will cooperate fully with CONTRACTOR in obtaining all necessary permits and approvals for installation of the Equipment. CONTRACTOR is responsible for obtaining and paying for all permits, except those permits to be issued by CITY itself. CITY will be responsible for obtaining and paying for annual operating permits and any approvals or exemptions required by CEQA. CONTRACTOR will furnish copies of each permit or license which is required to perform the WORK to the CITY before CONTRACTOR commences the portion of the WORK requiring such permit or license. CITY is responsible for hiring and paying inspectors, and for fees associated with plan checks (including expedited plan checks), inspections, certifications, and utility interconnection(s), including any additional WORK that may be required by the electric utilities as part of interconnection. (b) Coordination During Installation. The CITY and CONTRACTOR will coordinate the activities of CONTRACTOR’s Equipment installers with those of the CITY, its employees, and agents. CONTRACTOR will not commit or permit any act which will unreasonably interfere with the performance of business activities conducted by the CITY or its employees without prior written approval of the CITY.

SCHEDULE A-12 LOCATION AND ACCESS. CITY will provide sufficient space on the PREMISES for the installation and operation of the Equipment and will take reasonable steps to protect such Equipment from harm, theft and misuse. CITY will provide access to the PREMISES for CONTRACTOR to perform any function related to this AGREEMENT during regular business hours, or such other reasonable hours as may be requested by CONTRACTOR and reasonably acceptable to the CITY. CONTRACTOR’s access to PREMISES to make emergency repairs or corrections as it may determine are needed will not be unreasonably restricted by the CITY.

SCHEDULE A-13 EQUIPMENT SERVICE.
(a) Actions by CONTRACTOR. CONTRACTOR will provide all service, repairs, and adjustments to the Equipment installed under terms of this AGREEMENT pursuant to Schedule C-3. CITY will incur no cost for Equipment service, repairs, and adjustments, except as set forth in the COMPENSATION SCHEDULE, provided, however, that if CONTRACTOR determines that the need for maintenance or repairs principally arises due to the negligence or willful misconduct of the CITY or any employee or other agent of CITY, CONTRACTOR may charge CITY for the actual cost of the maintenance or repair insofar as such cost is not covered by any warranty or insurance proceeds. (b) Malfunctions and Emergencies. CITY will use its best efforts to notify CONTRACTOR or its designee(s) within twenty-four (24) hours after the CITY’s actual knowledge of the occurrence of: (i) any malfunction in the operation of the Equipment or any preexisting energy-related equipment that might materially impact upon any energy savings guaranteed by CONTRACTOR, (ii) any interruption or alteration to the energy supply to the PREMISES, or (iii) any alteration or modification in any energy-related Equipment or its operation. (c) Where CITY exercises due diligence in attempting to assess the existence of a malfunction, interruption, or alteration it will be deemed not at fault in failing to correctly identify such conditions as having a material impact upon the Guaranteed Energy Savings. CITY will notify CONTRACTOR within twenty-four (24) hours upon its having actual knowledge of any emergency condition affecting the Equipment. CONTRACTOR or its designee(s) will respond within twenty-four (24) hours to promptly proceed with corrective measures.

Any telephonic notice of such conditions by CITY will be followed within three (3) business days by written notice to CONTRACTOR from CITY. If CITY unreasonably delays in so notifying CONTRACTOR of a malfunction or emergency, and the malfunction or emergency is not otherwise corrected or remedied, such conditions will be treated as a Material Change (as defined herein) and the applicable provisions of Schedule 2-B will be applied.
(d) Actions by CITY. CITY may not move, remove, modify, alter, or change in any way the Equipment or any part thereof without the prior written approval of CONTRACTOR except as set forth in Schedule C-4. Notwithstanding the foregoing, CITY may take reasonable steps to protect the Equipment if, due to an emergency, it is not possible or reasonable to notify CONTRACTOR before taking any such actions. In the event of such an emergency, CITY will take reasonable steps to protect the Equipment from damage or injury and will follow instructions for emergency action provided in advance by CONTRACTOR. CITY agrees to maintain the PREMISES in good repair and to protect and preserve all portions thereof, which may in any way affect the operation or maintenance of the Equipment.

SCHEDULE A-14 BONDS.
(a) Any and all performance and payment bonds obtained by CONTRACTOR for the PROJECT will specifically exclude coverage for those portions of the AGREEMENT or the WORK pertaining to design services and any other part of this AGREEMENT and the ESPC DOCUMENTS which do not relate specifically to construction management and supervision of WORK for purchasing and installing of Equipment, or for work to be accomplished by the CITY.

SCHEDULE A-15 OWNERSHIP.
(a) Ownership of Existing Equipment. Ownership of the equipment and materials presently existing at the PREMISES at the time of execution of this AGREEMENT will remain the property of the CITY even if they are replaced or their operation made unnecessary by WORK performed by CONTRACTOR pursuant to this AGREEMENT. If applicable, CONTRACTOR will advise the CITY in writing of all equipment and materials to be replaced at the PREMISES and the CITY will within thirty (30) days designate in writing to CONTRACTOR which equipment and materials (other than Hazardous Substances (as defined herein), which will be the responsibility of CITY) should not be disposed of off-site by CONTRACTOR. It is understood and agreed by both PARTIES that the CITY will be responsible for and designate the location and storage for any equipment and materials that should not be disposed of off-site. CONTRACTOR will be responsible for the disposal of all equipment and materials (other than Hazardous Substances) designated by the CITY as disposable off-site in accordance with all Applicable Laws and regulations regarding such disposal.

CONTRACTOR will not be responsible for the removal and/or disposal of any Hazardous Substances except as specified in the SCOPE OF WORK. (b) New Equipment. All new Equipment or materials supplied to the CITY will become the property of the CITY upon installation and payment therefor.

CONTRACTOR will grant to the CITY a perpetual, irrevocable royalty-free license for any CONTRACTOR software or other CONTRACTOR intellectual property rights necessary for the CITY to continue to operate, maintain, and repair the Equipment in a manner that will yield maximal energy consumption reductions.

SCHEDULE A-16 GUARANTEE PHASE SERVICES.
(a) Facility Personnel Assistance.
(1) CONTRACTOR’s commissioning group will assist CITY personnel in achieving the most efficient operation of CITY’s infrastructure. The commissioning group will remotely monitor the new infrastructure and will help identify potential problems as well as work with the facility staff to enhance and implement energy conservation strategies.

(2) CITY will be responsible for the maintenance of all energy systems, including electrical and automation control systems per Schedule C-4. (b) Savings Tracking and Reporting.
(1) CONTRACTOR will be responsible for the monthly tracking and monitoring of the PROJECT and will provide ongoing assistance to CITY’s staff. (2) CONTRACTOR will provide a quarterly savings report. This report will detail current monthly savings, year-to-date savings, and guaranteed savings. This report will also show the actual savings in units of energy. (c) Utility Rate Negotiation.
(1) If, during the term of this AGREEMENT, deregulation of the electric and gas utilities should occur, CONTRACTOR will have the right to negotiate on behalf of the CITY, in whole or in part, other utility services beyond the current providers of those services. CONTRACTOR will represent the CITY as long as the services being negotiated are cost competitive for the CITY.

CONTRACTOR will seek cost-competitive providers of those services who can provide equal or better-quality service. In the event that the CITY is able to locate a more cost-competitive provider, with equal quality, CONTRACTOR will agree to use that provider. The purpose of this paragraph is to minimize utility costs for the CITY.
(d) Cancellation.
(1) CITY may cancel the Guarantee Phase services on any anniversary of the commencement of Guarantee Services, or at the end of CITY’s fiscal year. If CITY cancels these services, CONTRACTOR reserves the right to cancel the Energy Savings Guarantee as outlined in the Energy Savings Guarantee in the form of Exhibit 2.

SCHEDULE B

COMPENSATION TO CONTRACTOR
SCHEDULE B-0 PURPOSE. This COMPENSATION SCHEDULE is attached to, and forms an integral part of, the AGREEMENT. Capitalized terms used and not defined in this COMPENSATION SCHEDULE have the meanings given them in the AGREEMENT. The CITY will compensate and make payments to CONTRACTOR for the Construction Phase services and Guarantee Phase services as follows:

SCHEDULE B-1 CONSTRUCTION PHASE.
(a) For CONTRACTOR’s performance of the Construction, the CITY will pay CONTRACTOR the Construction Phase Contract Sum of SEVEN MILLION NINE HUNDRED NINETY THOUSAND ONE HUNDRED EIGHTY-NINE DOLLARS ($7,990,189) in current funds for CONTRACTOR’s performance of the AGREEMENT. (b) Services not offered by CONTRACTOR will be a direct pass through to the CITY. These services include consultant fees which have not been identified in the DETAILED IGA REPORT, Schedule A-5 of this AGREEMENT, or the ESPC DOCUMENTS; such fees are not included in the Construction Phase Sum of this AGREEMENT. The CITY is expected to pay for these services within 30 days to avoid delays to the PROJECT.
(c) Changes in the Construction Phase Contract Sum. Changes to the Contract Sum are warranted for, but are not limited to: Hazardous Substances, additions or modifications to the SCOPE OF WORK, and Differing Site Conditions, each as defined in this AGREEMENT. All additional costs associated with these items will be the responsibility of CITY.

SCHEDULE B-2 GUARANTEE PHASE.
(a) For CONTRACTOR’s performance of the Energy Savings Guarantee, the CITY will pay CONTRACTOR in current funds for CONTRACTOR’s performance of the Guarantee Phase services following Final Completion of the entire PROJECT, and issue to CONTRACTOR the “Certificate of Acceptance - Final Completion” as defined in Schedule 1-B.
(b) The Guarantee Phase Contract Sum will be identified in the Energy Savings Guarantee.

SCHEDULE B-3 PAYMENT PROCEDURES.
(a) Construction Phase Payments.
(1) PROJECT Mobilization. For the initial Application for Payment, the CITY will pay CONTRACTOR the Sum of SEVEN HUNDRED NINETY-NINE

THOUSAND EIGHTEEN DOLLARS ($799,018) to allow for mobilization of CONTRACTOR and subcontractors.
(2) Progress Payments. CONTRACTOR will provide a monthly Application for Payment to CITY for WORK completed during the previous month. The CITY will make payment in the manner and within the time provided in Section 4.2 of the AGREEMENT. Until the PROJECT is complete, as identified as a line item in the Schedule of Values, CITY will pay one hundred percent (100%) of the amount due to CONTRACTOR on account of progress payments.

CONTRACTOR will provide a Retainage Bond that represents ten percent (10%) of the total AGREEMENT value.
(3) Schedule of Values. CONTRACTOR will prepare and submit a complete schedule of values along with the initial Application for Payment.

Projects listed as line items in the Schedule of Values will be treated as individual projects for the purposes of Progress Payments, Substantial Completion, Final Completion, and withholding of retention amounts.
(4) Substantial Completion. Substantial Completion is the stage in the progress of the PROJECT when the PROJECT or designated portion thereof is sufficiently complete in accordance with the ESPC DOCUMENTS so that the CITY can utilize the WORK for its beneficial use.

When CONTRACTOR considers that an individual PROJECT is substantially complete, CONTRACTOR will prepare and submit to the CITY a comprehensive list of items to be completed or corrected prior to final payment (the “Punch List”). Upon receipt of CONTRACTOR’s Punch List, the CITY will, within seven (7) days, inspect the WORK to determine whether the WORK or designated portion thereof is substantially complete. If the CITY’s inspection discloses any item, whether or not included on the Punch List, which is not sufficiently complete in accordance with the ESPC DOCUMENTS so that the CITY can utilize the PROJECT or designated portion thereof for its intended use, CONTRACTOR will, before issuance of the Certificate of Acceptance - Final Completion, complete or correct such item upon notification by the CITY. In such case, CONTRACTOR will then submit a request for another inspection by the CITY to determine Substantial Completion.

When the WORK or designated portion thereof is substantially complete, CONTRACTOR will prepare a Certificate of Substantial Completion which will establish the date of Substantial Completion, will establish responsibilities of the CITY and CONTRACTOR for security, maintenance, heat, utilities, damage to the PROJECT and insurance, and will fix the time within which CONTRACTOR will finish all items on the Punch List accompanying the Certificate. Warranties required by the ESPC DOCUMENTS will commence on the date of Substantial

Completion of the PROJECT or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion will be submitted to the CITY for their written acceptance of responsibilities assigned to them in such Certificate. (5) Substantial Completion Payment. Upon Substantial
Completion acceptance, the CITY will make payment of retainage applying to such WORK or designated portion thereof within the time provided in Section

4.2 of the AGREEMENT. Such payment will be reasonably adjusted to reflect the dollar value of WORK that is incomplete or not in accordance with the requirements of the ESPC DOCUMENTS.
(6) Final Completion and Payment. After CONTRACTOR’s
completion of all Punch List items, PROJECT closeout requirements, and upon receipt of written notice that the PROJECT is ready for final inspection and acceptance and upon receipt of a Final Application for Payment, the CITY will make such inspection within seven (7) days and, should the CITY find the PROJECT acceptable under the ESPC DOCUMENTS and the AGREEMENT fully performed (such finding, “Final Completion”), the CITY will execute and issue the Certificate of Acceptance within two (2) days from the final inspection and pay the entire balance found to be due to CONTRACTOR as stated in the Final Application for Payment within the time provided in Section 4.2 of the AGREEMENT.
(b) Failure of Payment. If the CITY does not pay CONTRACTOR within five (5) days after the date established in Section 4.2 of the AGREEMENT, then CONTRACTOR may, upon written notice to the CITY, stop the WORK until payment of the amount owing has been received. The AGREEMENT Time will be extended appropriately, and the Contract Sum will be increased by the amount of CONTRACTOR’s reasonable costs of shut-down, delay and start-up, plus interest.

SCHEDULE C

ADDITIONAL RESPONSIBILITIES
SCHEDULE C-1 SYSTEM START-UP & COMMISSIONING.
(a) CONTRACTOR will perform start-up and commissioning services for all Equipment installed.

SCHEDULE C-2 OPERATING PARAMETERS OF INSTALLED EQUIPMENT. (a) CONTRACTOR will provide operating parameters in the Operation and Maintenance Manuals. These manuals will be provided to CITY prior to Final Completion.

SCHEDULE C-3 CONTRACTOR MAINTENANCE RESPONSIBILITIES.
(a) CONTRACTOR will be responsible only for those O&M services specifically described in this SCOPE OF WORK and only with respect to the Equipment expressly identified therein. CONTRACTOR will have no responsibility for maintenance of any other equipment on the PREMISES.

SCHEDULE C-4 CITY MAINTENANCE RESPONSIBILITIES.
(a) CITY is required to perform all necessary maintenance as recommended by the manufacturer in the Operation and Maintenance manuals (to be provided upon Final Completion) for Equipment installed as part of this AGREEMENT, as well as all additional equipment that will continue to operate in CITY facilities.

SCHEDULE C-5 FACILITY MAINTENANCE CHECKLIST.
(a) CONTRACTOR will provide CITY with a complete facility maintenance checklist prior to the Acceptance of Final Completion.

SCHEDULE C-6 CITY INFORMATION TECHNOLOGY RESPONSIBILITIES. (a) CITY is responsible for providing a working WAN infrastructure connecting multiple buildings and configuring it for connecting new internetbased building control system, accessible via standard web-browser from inside and outside the CITY’s network.
(b) CITY is responsible for providing network connection(s) (cables and switches), open ports and IP addresses for connection of building control system’s web server to CITY’s network for internet accessibility. (c) CITY will engage their IT representative familiar with the CITY’s network to work with CONTRACTOR and its subcontractors to establish IP addresses and communications to assure proper operation of the building control system with the CITY’s wide area network.

SCHEDULE C-7 DIFFERING SITE CONDITIONS.
(a) The conditions at the PREMISES are the responsibility of the CITY regardless of whether or not they could be identified by an investigation or exploration conducted according to the professional standard of care. A “Differing Site Condition” is a subsurface, hidden, latent, or physical condition at a PROJECT site/building not revealed by the site exploration, site investigation, or other information provided by the CITY and which cannot be reasonably anticipated. Special risks occur whenever engineering is applied to identifying site/building conditions. Even a comprehensive investigation, according to the professional standard of care, may not detect all subsurface or site/building conditions. CONTRACTOR will not be liable for site/building conditions that could not be identified by such an investigation or exploration. Accordingly, the CITY agrees to indemnify, including all costs and fees, and hold CONTRACTOR harmless from all claims for Differing Site Conditions.

SCHEDULE C-8 HAZARDOUS SUBSTANCES.
(a) CONTRACTOR contemplates that it will not encounter any Hazardous Substances at the PREMISES, except as has been disclosed as a preexisting condition by CITY. However, any disclosure of Hazardous Substances that will affect the performance of the WORK will constitute a valid basis for a Change Order.
(b) “Hazardous Substances” means (i) any hazardous, toxic, or dangerous wastes, substances, chemicals, constituents, contaminants, pollutants, and materials and any other carcinogenic, liquids, corrosive, ignitable, radioactive, reactive, toxic, or otherwise hazardous substances or mixtures (whether solids, liquids, gases) now or at any time subject to regulation, control, remediation, or otherwise addressed under Applicable Laws; (ii) any “hazardous substance” as defined by the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.), as amended, and regulations promulgated thereunder; (iii) any “hazardous, toxic or dangerous waste, substance or material” specifically defined as such in 42 U.S.C. §9601 et seq., as amended and regulations promulgated thereunder; and (iv) any hazardous, toxic or dangerous waste, substance, or material as defined in any so-called “superfund” or “superlien” law.

SCHEDULE C-9 TRAINING REQUIREMENTS.
(a) CONTRACTOR will provide sixteen (16) hours of dedicated training prior to Final Completion to ensure proper understanding of installed systems.

Additional training will be provided at no additional cost until Final Completion as deemed necessary by CITY and CONTRACTOR.

SCHEDULE C-10 TRENCHING.
(a) Pursuant to California Labor Code §6705, if the WORK is a public work involving an estimated expenditure in excess of $25,000 and includes the excavation of any trench or trenches five (5) feet or more in depth, CONTRACTOR will, in advance of excavation, submit to CITY and/or a registered civil or structural engineer, employed by CITY, to whom authority to accept has been delegated, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches, which provisions will be no less effective than the current and applicable CAL-OSHA Construction Safety Orders. No excavation of such trench or trenches may commence until this detailed plan has been accepted by CITY or by the person to whom authority to accept has been delegated by CITY. Pursuant to California Labor Code §6705, nothing in this Schedule C-10 imposes tort liability on CITY or any of its employees.

SCHEDULE 1-A

CERTIFICATE OF SUBSTANTIAL COMPLETION

PROJECT PROJECT
Number:

From: Willdan Energy Solutions To (CITY): City of Bakersfield Water Department
2401 East Katella
Avenue, Suite 300 1000 Buena Vista Road
Anaheim, CA 92806 Bakersfield, CA 93311

PROJECT OR PORTION OF THE PROJECT DESIGNATED FOR PARTIAL OCCUPANCY OR USE WILL INCLUDE:

SCOPE OF WORK A {Identify the WORK, or portion thereof per the schedule of values, that is substantially complete}
The WORK performed under this AGREEMENT has been reviewed and found, to the best of the CITY’s knowledge, information, and belief, to be substantially complete. Substantial Completion is the stage in the progress of the WORK when the WORK or designated portion is sufficiently complete in accordance with the ESPC DOCUMENTS so that the CITY can occupy or utilize the WORK for its intended use. The date of Substantial Completion of the PROJECT or portion designated above is the date of issuance established by this Certificate, which is also the date of commencement of applicable warranties required by the ESPC DOCUMENTS, except as stated below:
{Identify warranties that do not commence on the date of Substantial Completion, if any, and indicate their date of commencement} Warranty Date of
Commencement
Equipment A, if any
CITY’S REPRESENTATIVE BY (Signature) DATE OF ISSUANCE
A list of items to be completed or corrected is attached hereto. The failure to include any items on such a list does not alter the responsibility of CONTRACTOR to complete all WORK in accordance with the ESPC DOCUMENTS. Unless

otherwise agreed to in writing, the date of commencement of warranties for items on the attached list will be the date of issuance of the final Certificate of Payment or the date of final payment.

The estimated cost of WORK that is
incomplete or defective:
$ 0.00
CONTRACTOR will complete or correct the WORK on the list of items attached hereto within [___] days from the above date of Substantial Completion:

CONTRACTOR BY (Signature) DATE
The CITY accepts the WORK or designated portion as substantially complete and will assume full possession thereof on the above date of Substantial Completion. CITY assumes responsibility for security, maintenance, heat, utilities, damage to the WORK and insurance.

CITY BY (Signature) DATE

SCHEDULE 1-B

CERTIFICATE OF ACCEPTANCE - FINAL COMPLETION
This is to certify that a final inspection of the PROJECT has been conducted jointly by CONTRACTOR and the City of Bakersfield Water Department, and that the PARTIES have determined that the PROJECT has been fully completed in accordance with the ESPC DOCUMENTS. All guarantees and warranties that have not commenced previously will commence as of the date of completion below.

CITY accepts the PROJECT as being fully completed and assumes all responsibility for the PREMISES. CITY will promptly record a notice of completion or notice of acceptance in the office of the county recorder in accordance with California Civil Code §9204. CONTRACTOR remains responsible for correcting errors and omissions discovered subsequent to the execution of this document and to respond to claims made under applicable warranties.

CONTRACTOR CITY
Signed Signed
Name Name
Title Title

EXHIBIT 2

FORM OF ENERGY SAVINGS GUARANTEE
EXHIBIT 2-1 GUARANTEE PHASE CONTRACT SUM.
(a) CITY will pay CONTRACTOR annual payments for Guarantee Phase services in the amounts listed below, subject to Schedule B and any other applicable terms of this Energy Savings Guarantee:

Solar PV Electricity Guarantee
Year One through Three: $0.00 (included in Construction Phase Contract Sum)
Year Four and Beyond: Determined upon request for CITY
(b) CITY may cancel the Guarantee Phase services on any anniversary of the commencement of Guarantee Services, or at the end of CITY’S fiscal year. If CITY cancels these services, CONTRACTOR reserves the right to cancel the Energy Savings Guarantee as outlined in this Exhibit 2.

EXHIBIT 2-2 CITY’S COMPLIANCE WITH FACILITIES MAINTENANCE CHECKLIST. (a) The PARTIES acknowledge and agree that CONTRACTOR has entered into this AGREEMENT in reliance upon the prospect of earning compensation, as set forth on SCHEDULE B and Exhibit 2-1. (b) The PARTIES further acknowledge and agree that any Guaranteed Energy Savings would not likely be obtained unless certain procedures and methods of operation designed for energy savings conservation will be implemented and followed by CITY on a regular and continuous basis. (c) CITY agrees that it will adhere to, follow and implement the energy savings conservation procedures and methods of operation to be set forth in Schedule C-4.
(d) CITY agrees that CONTRACTOR will have the right once a month, with prior notice, to inspect the PREMISES to determine if CITY is complying, and has complied, with its obligations as set forth above in Schedule C-4. For the purpose of determining CITY’s compliance, the checklist to be set forth on Schedule C-5, as completed and recorded by CONTRACTOR during its monthly inspections, will be used to measure and record CITY’s compliance. CITY will make the PREMISES available to CONTRACTOR for and during each monthly inspection and will have the right to witness each inspection and the recordations on the checklist.

EXHIBIT 2-3 UPGRADING OR ALTERING CITY’S EQUIPMENT.
(a) Subject to CITY’s prior written approval, which will not be unreasonably withheld, CONTRACTOR will at all times have the right (but not the obligation) to change the Equipment, revise any procedures for the operation of the Equipment or implement other energy saving actions for the PREMISES, provided that:
(1) Such modifications or additions to, or replacement of, the Equipment, and any operational changes or new procedures, are necessary to enable CONTRACTOR to achieve the energy savings for the PREMISES; and (2) Any cost incurred relative to such modifications, additions or replacement of the Equipment, or operational changes or new procedures will be the responsibility of CONTRACTOR.
(b) All modifications, additions or replacements of the Equipment or revisions to operating or other procedures will be described in a supplemental Schedule(s) to be provided to the CITY for approval, which will not be unreasonably withheld, provided that any replacement of the Equipment will be new and have equal or better potential to reduce energy consumption for the PREMISES than the Equipment being replaced. CONTRACTOR will update any and all software to be used in connection with the Equipment in accordance with the provisions of Schedule A-15. All replacements of and alterations or additions to the Equipment will become part of the Equipment described in the SCOPE OF WORK.

EXHIBIT 2-4 MATERIAL CHANGES.
(a) Material Changes Defined. A Material Change will include any change in or to the PREMISES, whether structural, operational or otherwise in nature which reasonably could be expected, in the reasonable judgment of CONTRACTOR, to increase or decrease annual energy consumption in accordance with the provisions and procedures set forth in Schedule 2-B, by at least 0.5% after adjustments for climatic variations. Actions by the CITY which may result in Material Change include but are not limited to the following:
(1) Manner of use of PREMISES by the CITY; or
(2) Hours of operation for the PREMISES or for any equipment or energy-using systems operating at the PREMISES; or
(3) Occupancy of the PREMISES; or
(4) Structure of the PREMISES; or

(5) Types and quantity of equipment used at the PREMISES; or (6) Modification, renovation or construction at the PREMISES; or (7) The CITY’s failure to provide maintenance of or repairs to the Equipment in accordance with Schedule C-4; or
(8) Any other conditions, other than climate, affecting energy use at the PREMISES.
(b) Reported Material Changes; Notice by CITY. The CITY will use its best efforts to deliver to CONTRACTOR a written notice describing all actual or proposed Material Changes in the PREMISES or in the operation of the PREMISES at least thirty (30) days before any actual or proposed Material Change is implemented or as soon as is practicable after an emergency or unplanned event. Notice to CONTRACTOR of Material Changes caused by a bona fide emergency or other situation which precludes advance notification will be deemed sufficient if given by the CITY within thirty (30) hours after having actual knowledge that the event constituting the Material Change occurred or was discovered by the CITY to have occurred.
(c) Unreported Material Change. In the absence of any Material Changes in the PREMISES or in their operations, the baseline energy consumption as set forth in Schedule 2-A should not change more than two percent (2%) during any month from the projected energy use for that month, after adjustments for changes in climate conditions. Therefore, if energy consumption for any month as set forth in Schedule 2-A deviates by more than two percent (2%) from the energy consumption of the same month of the preceding year after adjustments for changes to climatic conditions, then such deviation will be timely reviewed by CONTRACTOR to ascertain the cause of deviation. CONTRACTOR will report its findings to the CITY in a timely manner and CONTRACTOR will determine what, if any, adjustments to the baseline will be made in accordance with the provisions set forth in Schedule 2-B.

EXHIBIT 2-5 GUARANTEED ENERGY SAVINGS.
(a) Solar Photovoltaic Savings Guarantee. CONTRACTOR guarantees that CITY will produce [706,913] kWh in Year 1. The Solar PV generation is expected to degrade by 2.0% in the first year of operation, and then 0.5% per year after that. The total guaranteed production accounting for this degradation is shown below:

PV Production Guarantee - Full Portfolio
M&V Year Guarantee Solar PV Production
(kWh)
Year 1 706,913
Year 2 703,378
Year 3 699,861
Total 2,110,152
(1) International Performance Measurement and Verification Protocol Option B - Fully Measured Retrofit Isolation will be utilized to verify annual electric production of [706,913] kWh from the Solar PV measure following the completion of the SCOPE OF WORK in Year 1. This guarantee comprises 90% of the total estimated generation from the PV measure, as well as a 2.0% degradation rate for the module’s first year. The guaranteed savings for subsequent years will be derated by 0.5% annually to account for normal degradation of the PV system. Post installation energy consumption will be compared to baseline energy consumption as described in Schedule 2-B.

Guaranteed solar PV production is shown in the following table:
(b) Battery Energy Storage System Guarantee. CITY and CONTRACTOR agree that an additional energy savings of $278,100 annually is achieved as guaranteed at the Water Department Interface Facility from Battery Energy PV Production Guarantee by Site Guaranteed Production
PREMISES Site
Simulated
Annual
Production
Year 1 Year 2 Year 3 Total
Interface Pumping
Facility - Base Design 732,598 644,687 641,463 638,256 1,924,406 Water Dept Resources
Building Base Design 70,711 62,226 61,915 61,605 185,746 Total 803,310 706,913 703,378 699,861 2,110,152

Storage System installation. No further tracking or monitoring of these savings will take place.

EXHIBIT 2-6 SAVINGS REPORTING AND RECONCILIATION.

No more than eighteen (18) months following Final Completion, CONTRACTOR will provide CITY with a savings report identifying the Actual energy savings achieved during the installation period as well as a period of twelve (12) consecutive months during this period following Final Completion. The total Actual energy savings and Energy Savings Guarantee are defined as:
(a) Actual Energy Savings = Construction Period Savings + Performance Period Savings x Guarantee Term
Where: Performance Period savings is savings from a period of twelve (12) consecutive months during the period following Final Completion
(b) Energy Savings Guarantee = Annual Guarantee Amount x Guarantee Term
(c) In the event that the Actual Energy Savings is in excess of the Energy Savings Guarantee, the Energy Savings Guarantee will be deemed satisfied. No further tracking will be conducted by CONTRACTOR, nor will any additional services be performed.
(d) In the event that Actual energy savings falls short of the Energy Savings Guarantee, CONTRACTOR will reimburse CITY for the full amount of the difference between the Actual Energy and the Energy Savings Guarantee, as described in Schedule 2-B, for the consecutive 12-month period identified. In addition, CONTRACTOR will, at its discretion, perform one of the following actions:
(1) Reimburse CITY for all remaining 12-month periods remaining in the Guarantee Term. The reimbursement for the remaining 12-month periods in the Guarantee Term will use an annual five percent (5%) discount rate to account for the present value of the funds being reimbursed. (2) Continue to track savings for the 12 months immediately following the previous 12-month guarantee period. At the conclusion of this 12- month term Guarantee Term, CONTRACTOR will provide to CITY a savings report identifying the Actual Energy Savings achieved during the Term.

(A) In the event that the most recent Actual Energy Savings is in excess of the Energy Savings Guarantee, the Energy Savings Guarantee will be deemed satisfied. No further tracking will be conducted by CONTRACTOR, nor will any additional services be performed.
(B) In the event that additional savings above guarantee are achieved in any year during the guarantee period, these savings can be used to offset shortfalls in savings in other years. If CONTRACTOR has written a savings shortfall check to the CITY, and later Total Dollar Savings exceed the annual guarantee amount, CITY will reimburse CONTRACTOR up to the amount of CONTRACTOR’s shortfall check, to the extent that the shortfall is made up by savings in excess of the guarantee.
(C) In the event that the most recent Actual Energy Savings falls short of the Energy Savings Guarantee, CONTRACTOR will reimburse CITY for the full amount of the difference between the Actual Energy and the Energy Savings Guarantee for the consecutive 12-month period identified. In addition, CONTRACTOR will, at its discretion, perform one of the actions described in Exhibit 2-6(d)(1) or Exhibit 2-6(d)(2) above.

EXHIBIT 2-7 UTILITY RATES USED TO CALCULATE SAVINGS.

The utility rates listed in the table below will be used to determine:
(a) The amount of dollar savings achieved each year for purposes of measuring the program’s performance relative to the Energy Savings Guarantee and
(b) The dollar amount that CONTRACTOR will compensate the CITY in the event that there is an Electricity shortfall from the Solar PV systems generation is as follows:

Table 1 - Utility Rates used for determining Actual Energy Costs PREMISES Site Avoided Cost Rates ($/kWh)
Year 1 Year 2 Year 3
Interface Pumping
Facility - Base Design $0.1220 $0.1269 $0.1320
Water Dept
Resources Building
Base Design
$0.2160 $0.2246 $0.2336
EXHIBIT 2-8 REQUIREMENTS OF CITY.

To facilitate successful achievement of the Energy Savings Guarantee, CITY agrees to:
(a) Provide utility data for the meters listed in Schedule 2-A to CONTRACTOR within thirty (30) days of receiving such information from utility providers. Failure to provide data within this timeframe will void the Energy Savings Guarantee.
(b) Provide CONTRACTOR access to all systems and infrastructure covered under the Guarantee; energy management systems which control part or all of the Equipment covered under the Guarantee; personnel with responsibility for operating and/or managing any of the above equipment; and construction documents, equipment inventories, and other documents that may be helpful in evaluating a cause for adjustment.

SCHEDULE 2-A

BASELINE ENERGY CONSUMPTION
An accurate measurement of Baseline is necessary to facilitate accurate measurement and verification of the Energy Savings Guarantee. Baseline conditions generally include physical, operational, and energy use data on the facility and systems. This Schedule identifies baseline performance and operating factors that influence energy consumption, and how their values will be determined through observations and measurements. The Schedule also demonstrates the calculated Baseline for the CITY’s PREMISES. This Baseline will be used to determine whether Actual Energy exceeds or falls short of the Energy Savings Guarantee. Further data, calculations, and methodology are provided in the DETAILED IGA REPORTS.

SCHEDULE 2-A-1 SOLAR PV.

Install Solar PV to serve the Interface Facility and the Water Resources Office. (a) M&V Option: IPMVP Option B - Fully Measured Retrofit Isolation (b) Applicable Locations. The following facilities will utilize this M&V methodology for the purpose of measuring PV generation. (1) Water Dept - Interface Pumping Station
(2) Water Dept - Resources Building
(c) Definition of Baseline. The baseline is that set of parameters that describe the PV generation during the baseline year.
(d) Energy Baseline Development. The baseline consumption of any new PV installation is defined as the energy performance of the facility prior to the installation of this ECM. Sites with no prior PV installations have a baseline of zero production.

SCHEDULE 2-B
SAVINGS MEASUREMENT & CALCULATION FORMULAE;
SCHEDULE 2-B-1 SOLAR PHOTOVOLTAIC SAVINGS MEASUREMENT (IPMVP OPTION B).
(a) International Performance Measurement and Verification Protocol Option B verification techniques measure savings at a system level where key performance factors load and hours of use are directly measured. (b) The solar production will be tracked utilizing the system portal.

Production data cost impacts will be analyzed using the outlined blended rate.

SCHEDULE 2-B-2 DETERMINATION OF DOLLARS SAVED FOR SOLAR PV. (a) Total Annual $ Savings = ∑ (Energy/Demand Savings x Contractual Energy/Demand Rates)
Where: Contractual Energy Rates = Utility rates defined in Table 1.

SCHEDULE 2-B-5 CAUSES FOR ADJUSTMENT TO THE BASELINE.
(a) Implicit in this measurement option is the necessity of identifying and accounting for the effects of changes to the facilities and conditions during the measurement period that are beyond the scope of the measures installed.

During the measurement and verification period, all variables must have their energy impact accounted for if the true savings from the energy conservation measure is to be assessed. Following is a partial list of changes that will lead to adjusting the Baseline Energy consumption:
(1) Building additions
(2) Changes in operating hours
(3) Remodeling projects
(4) Changes in usage patterns
(5) Equipment replacements
(b) In the event that any change is made to the CITY’s PREMISES that will impact energy consumption, CITY will notify CONTRACTOR in writing of such change within 30 days. CONTRACTOR will utilize existing building models used to calculate Baseline Energy consumption to update that Baseline Energy consumption and determine the impact that any such change will have on Actual Energy and present CITY a written analysis of the effects of the changes.

Changes that are long-term or permanent will be reflected in a change to the Baseline Energy consumption. Temporary changes that affect energy use will be calculated and added to the corresponding month(s) Actual Energy. (c) Any changes made by CONTRACTOR to the Baseline Energy consumption or saving calculations will be presented to CITY for approval. CITY will have thirty (30) days to protest recommended modifications in writing, after which time change will be considered accepted. If CITY protests any recommended modifications, CITY and CONTRACTOR will work together to establish mutually acceptable modifications based on accurate building models showing the impact of changes to facilities.
(d) Weather normalization will be employed to ensure that the impact of actual weather conditions is eliminated from the Energy Guarantee calculations. Normalization will not be utilized to the benefit of either CITY or CONTRACTOR but will be used solely for the purpose of accurately accounting for the impact on Actual Energy of the SCOPE OF WORK implemented in conjunction with this AGREEMENT.

SCHEDULE 2-B-6 ADJUSTMENTS METHODOLOGY FOR MATERIAL CHANGES. (a) For Adjustments necessitated by Material Changes, the following procedure will be followed:
(1) CITY will notify CONTRACTOR of planned changes in building use or function.
(2) CONTRACTOR and CITY will review the changes planned and determine if these changes are likely to cause a change in energy use that would exceed the threshold limits defined in Exhibit 2-4. If the expected changes are less than the threshold, the effect will be ignored, and no adjustment will be made.
(3) If the changes are expected to raise or lower energy consumption more than the threshold limits defined in Exhibit 2-4, the building will be sub-metered by CITY for both pre- and post-use change periods until the effect on energy has been determined.
(A) For changes to existing buildings that are metered, a linear regression will be performed to correlate heating- and cooling-degree days to the pre-change period’s energy usage for the building, similar to the procedure performed to adjust the base year for weather. The post-change heating- and cooling-degree days will then be applied to the pre-change regression equation to determine what the post-change period’s use would have been if no change had occurred. The difference between this use and

the period’s actual use will be, whether positive or negative, used as the adjustment, shown as term “M” in the equations in the Measurement and Adjustments Methodology section in this Schedule.
(B) If the entire effect of the change is independently submetered, such as the addition of a building on an existing utility service, the submetered energy use for that building for each guarantee period will be used to determine the baseline adjustment, shown as term “M” in the equations in the Measurement and Adjustments Methodology section in this Schedule. (C) If the method for determining adjustment described in the previous paragraph is agreed to be not appropriate or too complex for a specific adjustment by the CITY and CONTRACTOR, CITY and CONTRACTOR will develop a separate measurement and verification (M&V) plan to track the effect of the building change.
(4) If the changes occur at a time when the impact would affect a fraction of that year’s energy use for an existing building or system, the procedure described in the previous section will be performed separately for the year in which the change occurred and the subsequent year to accurately account for the effect of the change in both years. The subsequent year’s adjustment will then be used for all future years.

SCHEDULE 2-B-7 ADJUSTMENTS FOR MILD WEATHER SEASON DURING PERFORMANCE PERIOD.
(a) For performance periods with mild weather season, CONTRACTOR may elect to normalize both the baseline and the Guaranteed Period Consumption for a specific utility to Typical Meteorological Year (TMY3) weather data available for download from the National Renewable Energy Laboratory. (b) A “mild weather season” is defined as a heating or cooling season containing fewer heating or cooling degree days that a Typical Meteorological Year, evaluated using TMY3 weather data.
(c) The nearest physical weather station is the BAKERSFIELD MEADOWS FIELD station, which will be used to track actual solar irradiance during the performance year. The actual irradiance will be compared against the average TMY3 weather data that was sourced from solar irradiation data modeled by the National Solar Radiation Database (NSRDB) for the Bakersfield Meadows Field weather station. Weather Adjustments will follow the following equation:
(d) Weather Adjusted Guarantee = Simulated Guarantee * Weather Adjustment Ratio

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