Minutes, regular meeting, second session — Bakersfield City Council, October 7, 2026 (part 2 of 2)

BOLTPRO01C

CERTIFICATE OF LIABILITY INSURANCE

LGRIFFITH

DATE (MM/DD/YYYY)
6/24/2026
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). producer License # 6011031

INSURICA
8500 Stockdale Highway, Suite 200
Bakersfield, CA 93311
contact Leslie Griffith, CISR
(A/cNNo, Ext): (661) 316-5166 ! (a/c, No):(661) 281-4992 address: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC#
insurer a: Oak River Insurance Company 34630

INSURED
Bolthouse Properties LLC
P.O. Box 20157
Bakersfield, CA 93390
INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

COVERAGES___________________CERTIFICATE NUMBER:______________________________________ REVISION NUMBER:

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

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

INSR

LTR TYPE OF INSURANCE ADDL
INSD
SUBR

WVD POLICY NUMBER POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $

I CLAIMS-MADE I OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence) $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN’L AGGREGATE LI V1IT APPLIES PER:

CT 1 1 LOC
GENERAL AGGREGATE $
POLICY jp PRODUCTS - COMP/OP AGG $
OTHER: $

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY
BODILY INJURY (Per accident) $

PROPERTY DAMAGE
(Per accident) $
$

UMBRELLA LIAB OCCUR

CLAIMS-MADE
EACH OCCURRENCE $
EXCESS LIAB AGGREGATE $
DED RETENTIONS $

A WORKERS COMPENSATION
AND EMPLOYERS’ LIABILITY y f N
ANY PROPRIETOR/PARTNER/EXECUTIVE I I OFFICER/MEMBER EXCLUDED? (Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/A
X BOWC743512 8/1/2026 8/1/2027
y 1 PER 1 OTHA . STATUTE i 1 ER
E.L. EACH ACCIDENT ■ 1,000,000
E.L. DISEASE - EA EMPLOYEE - 1,000,000
E.L. DISEASE - POLICY LIMIT - 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) A Waiver of Subrogation in favor of City of Bakersfield Office of Risk Management applies to the Workers Compensation per attached form #WC990410C 01/19 if required or agreed to in a written contract subject to all provisions and limitation of the policy.

EXHIBIT E
ACORD 25 (2016/03)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Bakersfield Office of Risk Management
1501 Truxton Avenue
Bakersfield, CA 93301

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA

BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Blanket Waiver
Person/Organization Blanket Waiver - Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

Job Description
All CA Operations
Waiver Premium (prior to adjustments)
525.00
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 08/01/2026 Policy No.: BOWC743512 Insured:

Insurance Company: Oak River Insurance Company
Endorsement No.:

Premium $
Countersigned by
WC 99 04 10 C
(Ed. 01-19)

EXHIBIT E

BOLT HOU SEDR

VISTA DE

CALLY DR

VISTA DEL CHRISTO DR

LOOMING BEND DR

OPEN TRAIL RD
VISTA
FUEGO
DR

MIRAGE DR
VISTA
SIERRA
WAY

VISTA MONO
WAY

HORSESHOE CT

ILLUSION WAY

MIRRORED IMAGE
CT

PRAIRIE STONE
PL

CORPORATE CT

VISTA RIDGE DR

CRESCENT ROCK LN

TRADE CENTER CT

VISTA DEL VALLE DR

VISTA DE

LAGO CT

BOLTHOUSE DR

CAMPUS PARK DR
WINDER
M
ERE
ST
B
U
E
N
A
VIS
T A
R
D

FUTURE PARK
SQUARE
DR

FUTURE CAMPUS PARK DR

FUTURE MUIRLANDS PKWY

FUTURE WINDERMERE ST
LR
LR
LR
LR
LR
LR
LR
LR
LR
LR
R-IA
LR

LR R-IA R-IA
LR
LR
LR
LR
LR
LR
LR
WM-OC
WM-OC
WM-LMR
WM-HMR
WM-HMR
WM-HMR
WM-LMR

WM-SU WM-SU
P12135

ASPHALTO BRANCH

PG&E GAS TRANSMISSION PIPELINE
Sec .13,T 29S/R26E
Document Name: 2015_02_03
0 300 600
Feet

VESTING TENTATIVE
PARCEL MAP 12135

CITY OF BAKERSFIELD
WM-SU
WM-SU
LEGEND
(GENERAL PLAN

LAND USE)
RR Rura lResid entia l

2.5gro ssa c res/d welling unit
ER Esta te Resid entia l
1d welling unit/neta c re
SR Sub urb a n Resid entia l
≤4d welling units/neta c re
SR/LR
Co unty:≤ 4d welling units/neta c re
City:≤ 7.26d welling units/neta c re
LR Lo w DensityResid entia l
≤7.26d welling units/neta c re
LMR Lo w Med ium DensityResid entia l
>4unitsb ut
≤10d welling units/neta c re
HMR High Med ium DensityResid entia l
>7.26unitsb ut
≤ 17.42d welling units/neta c re
HR High DensityResid entia l
>17.42unitsb ut
≤72.6d welling units/neta c re
HC Highwa yCo m m erc ia l
GC Genera lCo m m erc ia l
MC Ma jo rCo m m erc ia l
OC Offic e Co m m erc ia l
MU C Mixed U se Co m m erc ia l
LI LightInd ustria l
SI Servic e Ind ustria l
HI Hea vyInd ustria l
P Pub lic Fa c ilities
PS Pub lic /Priva te Sc ho o ls
PT Pub lic T ra nspo rta tio n Co rrid o rs
P-SW So lid Wa ste Fa c ilities
OS Open Spa c e
OS-P Pa rksa nd Rec rea tio n
OS-S Slo pesexc eed ing 30%
R-IA Reso urc e -Intensive Agric ulture
20a c re m inim um pa rc elsize
R-EA Reso urc e -Extensive Agric ulture
20a c re m inim um pa rc elsize
80a c re m in (Willia m so n Ac t)
R-MP Reso urc e -Minera ls&Petro leum
5a c re m inim um pa rc elsize
SU Spec ia lU se
WM WestMing Spec fic Pla n
Recording Requested by and
for the Benefit of the
City of Bakersfield
When Recorded Mail To:

City of Bakersfield
City Clerk's Office
1600 Truxtun Avenue
Bakersfield, CA 93301
APN: Portion of 524-280-10
No recording fee required: exemption pursuant to (space above line for Recorder's use only) Government Code Section 27383
Government agency acquiring title - exempt from
Documentary Transfer Tax per R & T Code 11922
GC 27388.1(a)(1): Recorded document is expressly
Exempted from payment of recording fees (FBO) Govt, agency

CITY OF BAKERSFIELD
Bakersfield, California

COVENANT RELATING TO ISSUANCE OF CERTIFICATE OF OCCUPANCY 1 0 1 1 8
THIS COVENANT is executed this <3-*^ day of , 2026, by Bolthouse Land Company, LLC, a California limited liability company {hereinafter "Owner(s)"), in connection with the recordation of the final map on the real property which is the subject of Parcel Map 12135 Phase 2 located in the City of Bakersfield, California.

NO CERTIFICATE OF OCCUPANCY WILL BE ISSUED FOR ANY LOT UNTIL ALL REQUIRED

IMPROVEMENTS HAVE BEEN COMPLETED BY THE SUBDIVIDER AND ACCEPTED OR APPROVED BY THE CITY ENGINEER.

This covenant may not be amended or modified without the prior approval of the City of Bakersfield. This covenant shall run with the land.

Property description: Parcel 1 of Parcel Map 12135 Phase 2, also being a portion of the South Half of Section 13, Township 30 South, Range 26 East, M.D.M., within the City of Bakersfield, County of Kern, State of California.

Bolthouse Land Company, LLC
a Californi mitep liability company
City of Bakersfield
Bret M. Nielsen
Chief Operating Officer
Phillip Burns
Development Services Director
1 D 1 1i B

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity ofthe individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF KERN )
On September 2, 2026, before me, Nancy E. Vogel, Notary Public, personally appeared BRET M.

NIELSEN who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity(ies), and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

NANCY E. VOGEL1
W COMM. #2498511 m NOTARY PUBLIC"CALIFORNIA C
KERN COUNTY ”
u NsSjgjgK My Comm. Exp. Sep. 21,2028
WITNESS my hand and Official Seal.

RECORDING REQUESTED BY

AND FOR THE BENEFIT OF

CITY OF BAKERSFIELD
WHEN RECORDED MAIL TO:

City of Bakersfield
Attn: City Clerk
1600 Truxtun Avenue
Bakersfield, CA 93301
APN: Portion of 524-280-10____________________ ___________________________________________________________ (space above line for Recorder's use only)
No recording fee required: exemption pursuant to «
Government Code Section 27383 1 0 116
Government agency acquiring title - exempt from
Documentary Transfer Tax per R & T Code 11922
GC 27388.1(a)(1): Recorded document is expressly
exempted from payment ofrecording fees (FBO) Govt, agency

CITY OF BAKERSFIELD
Bakersfield, California

COVENANT RELATING TO REMOVAL OF GROUNDWATER UPON SUBDIVISION THIS COVENANT is executed on this 2*4 day of 2026, by Bolthouse Land Company, LLC, a California limited liability company (hereinafter "Owner/s their grantees and grantee's heirs, or assigns") in connection with the removal of groundwater from here-in described property, located in the incorporated area of the City of Bakersfield, County of Kern.

The owner/s of the real property herein described shall be prohibited from the pumping and taking of groundwater from the property for any use off the property; provided, however, such pumping and taking may be carried out by the authorized urban water purveyor which provides water service to the subdivided land. Owner/s their grantees and grantee's heirs, or assigns hereby waive their right to protest such prohibition.

This covenant may not be amended or modified without the prior approval of the City of Bakersfield.

This covenant shall run with the land.

Property Description:

Parcel 1 of Parcel Map 12135 Phase 2, also being a portion of the South Half of Section 13, Township 30 South, Range 27 East, M.D.M., within the City of Bakersfield, County of Kern, State of California.

Bref M. Nielsen
Chief Operating Officer
Bolthouse Land Company, LLC
a California limi liability company
City of Bakersfield
Development Services Director
10 116

STATE OF CALIFORNIA )
) ss.

COUNTY OF KERN )
On September 2, 2026, before me, Nancy E. Vogel, Notaiy Public, personally appeared BRET M.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
h nancy e. vogel:

COMM. #2498511 m NOTARY PUBLIC •CALIFORNIA *
Wffiy/ KERN COUNTY
NcEnffiK Mv Comm. Exp. Sep. 21,2028 B
WITNESS my hand and Official Seal.

RECORDING REQUESTED BY

AND FOR THE BENEFIT OF

THE CITY OF BAKERSFIELD
WHEN RECORDED MAIL TO:

CITY CLERKS OFFICE

CITY HALL
1600 TRUXTUN AVE.

BAKERSFIELD, CA 93301
MD 2-33
No recording fee required: exempt pursuant to
Government Code Section 27383
THIS SPACE FOR RECORDER’S USE ONLY
1 0 1 1 9
Government agency acquiring title - exempt from
Documentary Transfer Tax per R & T Code 11922
GC 27388.1(a)(1): Recorded document is expressly
exempted from payment of recording fees (FBO) Govt, agency) Existing Legal: Being a division of a portion of Parcel 3 of Parcel Map 1 1838-3 recorded January 20. 2015 in Book 59 of Parcel Maps at Page 190 in the office ofthe Kern County' Recorder, also being a portion ofthe South Half of Section 13. Township 30 South. Range 26 East, M.D.M.. in the City of Bakersfield. County of Kern. State ofCalifornia Map or Project Number: Parcel Map 12135 Phase 2
ATN(s): Portion of 524-280-10-00

COVENANT DISCLOSING INCLUSION IN MAINTENANCE DISTRICT
THIS COVENANT is executed on X< XdZk by Bolthouse Land Company, LLC, a California limited liability company, in Bakersfield, herein after referred to as ("Owner"), in connection with the Consolidated Maintenance District, located in the City of Bakersfield, CA.

The real property herein described is located within the Consolidated Maintenance District and may be assessed on an ongoing, yearly basis for maintenance of a public park and landscaping on public rights-of way within the district. The appropriate Street and Park Tiers will be assigned by the Parks and Recreation Department. Assessment is imposed in accordance with California Proposition 218 with the Consent of the Majority Property Owner(s) as can be seen on the ballot cast and attached as Exhibit 'A'.

Although this property may have been assessed a lesser amount in the present tax year, the ultimate estimated annual assessment for maintenance of a public park and public landscaping based on full build out of this district, is $290.57 per equivalent dwelling unit, based on fiscal year 2026-2027 dollars and labor costs of the district. In each subsequent year, annual assessments may increase by the cost of living reflected in the Los Angeles - Riverside - Orange County / All Urban Consumers Consumer Price Index. (See Bakersfield City Council Resolution No. 019-05.) This covenant may not be amended or modified without the prior approval of the City of Bakersfield. This covenant shall run with the land.

Dated This:

Bolthouse Land Company, LLC
a CaliforH-i incited liability company
Bret M. Nielsen
Chief Operating Officer
City of Bakersfield:

Development Services Director
10 119

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity' ofthe individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF KERN )
On September 2, 2026, before me, Nancy E. Vogel, Notary Public, personally appeared BRET M.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Z NANCY E. VOGELt
COMM. #2498511 M
NOTARY PUBLIC •CALIFORNIA H
S WjguF/ KERN county “
My Comm. Exp. Sep. 21,2028 p
WITNESS my hand and Official Seal.
< 0 5 I y
Exhibit ‘A’ to the Covenant Disclosing Inclusion in a Maintenance District.

PROPOSITION 218 BALLOT

CITY OF BAKERSFIELD CONSOLIDATED MAINTENANCE DISTRICT
This assessment ballot is for the use of the property owner of the parcel(s) identified below, which are proposed to be included in the City of Bakersfield Consolidated Maintenance District (CMD). This assessment ballot may be used to express either support for or opposition to inclusion within the CMD. To be counted, this assessment ballot must be signed below by the owner or, ifthe owner is not an individual, by an authorized representative ofthe owner. [TO CAST THIS BALLOT PLEASE RETURN THIS ENTIRE PAGE]

OFFICIAL ASSESSMENT BALLOT
Property Owner: Bolthouse Land Company, LLC a California limited liability company Property description: Parcel Map 12135 Phase 2 / ATN: 524-280-10-00 (Address &/or ATN(s))
The individual annual assessments for fiscal year 2026-2027 shall not exceed $290.57 per equivalent dwelling unit plus any costs incurred by the City from the County Assessor’s office for adding parcels to the Tax Roll. NOTE: In each subsequent year, annual assessments may increase by the cost of living reflected in the Los Angeles-Riverside-Orange County/All Urban Consumers Consumer Price Index.

ASSESSMENT BALLOT MEASURE
Shall the City Council ofthe City of
Bakersfield include the above described
property within the Consolidated Maintenance
District and levy an assessment not to exceed
the amount set forth above?
S Yes
O No
Owner Signature:

Title (ifrepresenting owner)'.

Bret M. Nielsen, Chief Operating Officer
Bolthouse Land Company, LLC a California limited liability company Date: 01102-[10^
Recording requested by
and for the benefit ofthe CITY OF
BAKERSFIELD and when recorded,
mail to:

CITY OF BAKERSFIELD
City Clerk
1600 Truxtun Ave.

Bakersfield, CA 93301
APN: Portion of 524-280-10
10 117

COVENANT DISCLOSING EXISTING OIL PRODUCTION & OPERATIONS LOCATED WITHIN 500 FEET OF PROPERTY
THIS COVENANT is executed on this day of Sty , 2026, by Bolthouse Land Company, LLC, a California limited liability company, (hereinafter “Owner/s”) in connection with the recordation of the final map of the real property which is the subject of Parcel Map 12135 Phase 2, located in the City of Bakersfield, California. This Covenant shall run with the land and may not be amended or modified without the prior written approval ofthe City ofBakersfield.

The real property herein described is located within 500-feet of existing oil production & operations facilities & wells, which may include noise, lights and other potential activities that may be considered a nuisence. The facilities are located Northerly and Westerly of Parcel 4 Southerly of Parcel 1 of the real property herein described. Active oil wells include “STATEX-KCL 57-13”, “STATEX-KCL 58X-13”, “STATEX-KCL 58-13” and “STATEX-KCL 58R-13”. Active wells are the center of 75 feet radius right-of-way setback and 100 feet radius non-buildable setback.

Property Description:

This Covenant affects Parcel 1 of Parcel Map 12135 Phase 2, being a portion of the South Half of Section 13, Township 30 South, Range 26 East, M.D.M., City ofBakersfield, County of Kern, State of California.

Bolthouse Land Company, LLC City of Bakersfield
a California California liniited liniited liability liability company company Bret M. Nielsen ns
Chief Operating Officer
Pfhllip Bums
Development Services Director

STATE OF CALIFORNIA )
) ss.

COUNTY OF KERN )
On September 2, 2026, before me, Nancy E. Vogel, Notaiy Public, personally appeared BRET M.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

NANCY E. VOGEL1
COMM. #2498511 m NOTARY PUBLIC •CALIFORNIA <*
III kern COUNTY “
u My Comm. Exp. Sep. 21,2028 p
WITNESS my hand and Official Seal.

ADMINISTRATIVE REPORT
MEETING DATE: October 7, 2026 AGENDA CATEGORY: Consent - Agreements TO: Honorable Mayor and City Council
FROM: Phillip Burns, Development Services Director
DATE: September 22, 2026
SUBJECT: Amendment No. 5 to Agreement No. 16-255 with Stantec Consulting Services Inc. (extend term to December 31, 2027) for planning services for brownfield properties.

RECOMMENDATION:

Staff recommends approval of the amendment.

BACKGROUND:

The U.S. Environmental Protection Agency (EPA) administers the Brownfields and Land Revitalization Program, which provides federal grant funding to eligible jurisdictions to support environmental site assessments, site characterization, and cleanup planning activities. The program is intended to promote the revitalization, reuse and redevelopment of properties that are contaminated or perceived to be contaminated.

On October 14, 2016, the City issued a Request for Proposals (RFP) for Planning Consultant services to support the application for and subsequent implementation of the EPA Brownfields Community-wide Assessment Grant. Stantec Consulting Services, Inc. was selected to provide these services and entered into Agreement No. 16-255 with the City on November 16, 2016. In August 2017, the city was awarded its first Brownfields Community-wide Assessment grant in the amount of $300,000.

On November 1, 2022, the city was awarded a second Brownfields grant in the amount of $500,000.

Subsequently, on December 14, 2022, Agreement No. 16-255 was amended to extend its term and revise the Scope of Work to provide continued assistance with grant implementation and activities supporting the assessment, revitalization and redevelopment of brownfield sites.

The second grant is completing its fourth year in the current term. However, because the grant funds will not be fully expended within the grant term, the City received a one-year extension to complete its grant implementation activities. The City and Stantec now desire to further amend Agreement No. 16- 255 to extend the term from December 31, 2026, to December 31, 2027, to allow sufficient time to complete the remaining grant deliverables and final reporting requirements.

FISCAL IMPACT:

The program is fully funded by the US EPA grant; there is no impact on the City’s General Fund.

COUNCIL GOAL:

Community Character & Quality of Life
Safety and Resilience
ATTACHMENT:

Agreement Amendment

ADMINISTRATIVE REPORT
MEETING DATE: October 7, 2026 AGENDA CATEGORY: Consent - Agreements TO: Honorable Mayor and City Council
FROM: Randy McKeegan, Finance Director
DATE: September 23, 2026
SUBJECT: Amendment No. 6 to Agreement No. 2022-029 with Safeway Sign Company (increase compensation by $45,000; revised not to exceed $610,112.42) to continue the supply of traffic signs.

RECOMMENDATION:

Staff recommends approval of the amendment.

BACKGROUND:

On February 23, 2022, the City Council approved the annual contract for the supply of traffic signs with Safeway Sign Company, in the amount of $199,992.42; renewable annually thereafter for four consecutive one-year periods.

This contract is primarily used by the Public Works Department’s General Services Division. Due to an unanticipated increase in usage of the contract, compensation needs to be increased to meet the demand for traffic signs.

Per the terms of the contract, amendments increasing the contract and/or extending the contract have been approved as follows:
• Amendment No. 1 approved February 2, 2023; increased compensation by $97,560 for a revised not-to-exceed amount of $297,552.42 and extended term by one year to February 22, 2024.
• Amendment No. 2 approved February 14, 2024; increased compensation by $97,560 for a revised not-to-exceed amount of $395,112.42 and extended term by one year to February 22, 2025.
• Amendment No. 3 approved February 12, 2025; increased compensation by $20,000 for a revised not-to-exceed amount of $415,112.42 and extended term by one year to February 22, 2026.
• Amendment No. 4 approved February 11, 2026; increased compensation by $50,000 for a revised not-to-exceed amount of $465,112.42 and extended term by one year to February 22, 2027.
• Amendment No. 5 approved March 25, 2026; increased compensation by $100,000 for a revised not-to-exceed amount of $565,112.42.

If approved, Amendment No. 6 will increase compensation by $45,000 for a revised not to exceed amount of $610,112.42 to allow the continuance of supplying traffic signs to the term date of February 22, 2027.

FISCAL IMPACT:

The Department has budgeted in Fiscal Year 2026-27 funding within the General Fund for these services and this contract as part of the normal operations of the Department.

COUNCIL GOAL:

Reliable Infrastructure
ATTACHMENTS:

Amendment No. 6 to Agreement No. 2022-029

ADMINISTRATIVE REPORT
MEETING DATE: October 7, 2026 AGENDA CATEGORY: Consent - Agreements TO: Honorable Mayor and City Council
FROM: Zachary Meyer, Public Works Director
DATE: August 18, 2026
SUBJECT: Amendment No. 2 to Agreement No. 2024-311 with Parsons Transportation Group, Inc.

1. Increase Contract Compensation by $1,851,562.53 to a Not-to-Exceed Amount of $9,055,667.38 for Expanded Scope of Work

2.Appropriate $$2,151,563.00 in Transportation Infrastructure Finance and Innovation Act (TIFIA) funds for the Northbound SR 99 Auxiliary Lane Project (TRCC53).

RECOMMENDATION:

Staff recommends approval of amendment and appropriation of TIFIA funds.

BACKGROUND:

On November 6, 2024, the City of Bakersfield entered into Agreement No. 2024-311 with Parsons Transportation Group, Inc. (Consultant) to provide Plans, Specifications, and Estimate (PS&E) and Rightof-Way (ROW) servicesfor the Centennial Corridor Southbound State Route 99 to Westbound State Route 58 Connector Project (8th Movement). The project provides for a direct freeway-to-freeway connector between southbound SR 99 and westbound SR 58, including a flyover bridge viaduct, an auxiliary lane to facilitate the merge onto westbound SR 58, retaining walls, and associated right-of-way and utility improvements.

Under the original Agreement, Parsons was responsible for completing the design and engineering services identified in the City's Request for Qualifications/Request for Proposals and the Consultant's approved Scope of Work. The original contract provided for actual costs not to exceed $6,437,094.48, plus a fixed fee of $467,010.37, for a total not-to-exceed contract amount of $6,904,104.85. The original Agreement established a contract term through December 31, 2026, with all assigned tasks to be completed no later than October 31, 2026.

On December 17, 2025, the City and Parsons entered into Amendment No. 1 to Agreement No. 2024-311.

Amendment No. 1 expanded the Consultant's scope to include additional design services and completion of the Plans, Specifications, and Cost Estimate for the Northbound SR 99 Auxiliary Lane Project. The additional work was requested after the City, Caltrans, and Kern Council of Governments agreed to add the northbound SR 99 auxiliary lane to the 8th Movement Project and coordinate it with the Caltrans’ Pavement Rehabilitation Project to facilitate efficient construction sequencing.

Amendment No. 1 increased the Consultant's compensation by $300,000, resulting in a revised not-toexceed contract amount of $7,204,104.85. The amendment also extended the Agreement term through December 31, 2027, and extended the time for completion of all assigned tasks through October 31, 2027.

The City is now proposing an additional amendment to Agreement No. 2024-311 to accommodate further expanded scope of work and associated design services. These services include 65% to Final PS&E for the Northbound SR 99 Auxiliary Lane Project. The proposed amendment would increase compensation by $1,851,562.53, resulting in a revised not-to-exceed contract amount of $9,055,667.38.

Staff recommends that the City Council approve the appropriation of TIFIA federal funds in the amount of $2,151,563.00 to the Northbound SR99 Auxiliary Lane Project. The appropriation will provide funding for eligible project costs associated with the project.

FISCAL IMPACT:

Trade Corridor Enhancement Program (TCEP) and State Transportation Improvement Program (STIP) have funded the project thus far. TIFIA funds will fund this expansion of scope and increase compensation.

COUNCIL GOAL:

Reliable Infrastructure
ATTACHMENTS:

Amendment No. 2

ADMINISTRATIVE REPORT
MEETING DATE: October 7, 2026 AGENDA CATEGORY: Consent – Agreements TO: Honorable Mayor and City Council
FROM: Phillip Burns, Development Services Director
DATE: October 2, 2026
SUBJECT: Amendments to Agreements for purposes of completing the Riverview Marketplace Project Environmental Impact Report (EIR)

1. Amendment No. 1 to Applicant/Reimbursement Agreement No. 2024-269 with Coffee Road Ventures LLC (increasing compensation by $25,000; revised not to exceed $327,838), for the preparation of an EIR.

2. Amendment No. 1 to Consultant Agreement No. 2024-270 with Kimley-Horn and Associates, Inc. (increasing compensation by $25,000; revised not to exceed $277,365), to prepare an EIR.

3. Appropriate the additional $25,000 (Coffee Road Ventures, LLC contribution) to the Development Services Operating budget in the General Fund (Ward 4) RECOMMENDATION:

Staff recommends approval of the amendments and appropriation of funds.

BACKGROUND:

Coffee Road Ventures LLC (applicant) is proposing a General Plan Amendment to change the land use designation from P (Public Facilities) to LI (Light Industrial) to develop a 46.16-acre commercial retail project at the southwest corner of Rosedale Highway and Coffee Road. The Riverview Marketplace Project would encompass 405,531 square feet of total building space. The specific businesses and/or tenants that would ultimately occupy each of the buildings are not fully known at this time. However, it is assumed that larger interior anchor buildings within the Project Site would be occupied by markets, retail uses, storage uses, and a health club. The outer building pads would be occupied by smaller retail tenants, a medical office, drive-thrus, fast casual and sit-down restaurants, a car wash, and a gas station with 20 dual-sided pumps.

The project includes the following actions:

1. A General Plan Amendment to change the land use designation from P (Public Facilities) to LI (Light Industrial).

2. A Site Plan Review to approve the development of a commercial retail center.

3. A Tract Map to create 30 new parcels from the existing single parcel.

Applicant - City Agreement Amendment. The amendment to the Agreement No. 2024-269 between the Applicant and the City is for purposes of paying all costs associated with the preparation of the EIR. The total cost of the Environmental Impact Report (EIR) was $277,365.00. City’s cost associated with preparation of the EIR is $50,473.00, for a new not to exceed amount of $327,838.00.

Consultant - City Agreement Amendment. The amendment to the Agreement No. 2024-270 between the Consultant and City is for purposes of paying for the preparation of the Riverview Marketplace Project EIR for General Plan Amendment No. 23-0001 by Kimley-Horn and Associates, Inc. The amendment with Kimley-Horn and Associates, Inc., will increase compensation by $25,000.00, for a new not-to-exceed amount of $277,365.00. The scope of work has been revised accordingly to address the additional technical studies needed and their review during the preparation of the EIR.

FISCAL IMPACT:

The Applicant Agreement acknowledges that Coffee Road Ventures, LLC will pay for all costs associated with preparing and completing the EIR; therefore, there is no impact to the City’s General Fund.

COUNCIL GOAL:

Community Character & Quality of Life
Safety and Resilience
ATTACHMENTS:

1. Amendment No. 1 to Agreement No. 2024-269

2. Backup Agrmt 2024-269

3. Amendment No. 1 to Agreement No. 2024-270

4. Backup Agrmt 2024-270

Docusign Envelope ID: 5DOgBF75- AD81- 43D6- B317- DB255AAB8B62 AGREEMENT NO.
20 24- 269

APPLICANT/ REIMBURSEMENT AGREEMENT
THIS APPLICANT/ REIMBURSEMENT AGREEMENT is made and entered into on 4 by and between the CITY OF BAKERSFIELD, a municipal
corporation (" CITY" herein), and COFFEE ROAD VENTURES, LLC, a California Limited Liability Corporation (" APPLICANT" herein).

RECITALS
WHEREAS, APPLICANT has filed an application with the CITY for a General Plan Amendment No. 23- 0001 and Site Plan Review No. 22- 0223, ( the " Project" herein); and
WHEREAS, said Project is described as a General Plan Amendment ("GPA") and Site Plan Review (" SPR") to develop a 422, 192 square -foot commercial retail development on a 45. 42 acre parcel;
WHEREAS, it has been determined that the preparation of an Environmental Impact Report (" EIR") is required for the Project; and WHEREAS, it is CITY' S responsibility to prepare or cause the EIR to be prepared; and
WHEREAS, CITY intends to contract with a Consultant to prepare the EIR; and
WHEREAS, CITY shall require APPLICANT to reimburse CITY for the costs of preparation and certification of the EIR, including both Consultant' s costs and City staff costs; and
WHEREAS, APPLICANT desires CITY to contract with a consultant to prepare and present an EIR for the Project, and agrees to reimburse CITY for all costs related to the preparation and certification of the EIR.

NOW, THEREFORE, CITY AND APPLICANT MUTUALLY AGREE AS FOLLOWS:

1. SCOPE OF WORK. CITY shall hire a consultant of its choice to prepare the EIR and any other work relating to the environmental evaluation of the Project. The work to be performed by the Consultant and City staff includes all S:\ 03_ Advance Planning\ 01Gpas\ 01_ Active\ 2023\ 23- 0001_ 2401 Coffee Rd and Rosedale -Commercial Center\ O8_ Consultant Management\ Contracts\ City Attorney\ Applicant- Reimbursement Agmt. Coffee Road Ventures. docx
PAGE 1 OF 6 PAGES
s- m
nRIGINPP
Docusign Envelope ID: 5D09BF75- AD81- 43D6- B317- DB255AAB8B62 actions necessary to complete the task the Consultant has been hired to perform, whether specifically included in the scope of work or not. The work program for the Consultant is attached hereto and incorporated herein as Exhibit " A".

2. COMPENSATION. APPLICANT shall reimburse CITY for all costs related to the preparation and certification of the EIR by Consultant and CITY staff as follows:

2. 1. Consultant' s cost for preparation of the EIR is $ 252, 365. 00.

2.2. CITY' s cost associated with preparation of the EIR is estimated to be 50,473.00.

The initial amount of $302, 838. 00 ( Consultant and CITY Cost) which constitutes a total of the estimated costs of services to be performed by Consultant and CITY staff, shall be paid prior to City Council approving this Agreement. Applicant shall also pay any additional funds requested by CITY to pay costs associated with preparation of the EIR. Said additional payments shall be due and payable within 5 business days of CITY' s notification to APPLICANT.

3. RECORDS OF COSTS. At such time as CITY requires additional funds from APPLICANT, CITY shall provide APPLICANT with a record of the costs for which APPLICANT is being charged. After certification of the EIR and final consideration of the Project, CITY shall provide APPLICANT with a final accounting of the costs for which APPLICANT has been charged.

4. PREPARATION AND SUBMITTAL OF SPECIAL STUDIES. The APPLICANT has chosen to contract qualified professional consultants to prepare certain specialized environmental studies ( herein referred to as " STUDIES"), as follows:

4. 1. Air Quality/ Climate Change Analysis

4. 2. Biological Resources Study

4. 3. Archaeological Evaluation/ Study ( with Paleontology component)

4. 4. Phase I Environmental Site Assessment

4. 5. Traffic Impact Study

4. 6. Water Supply Assessment
S:\ 03_ Advance Planning\ 01 Gpas\ O1_ Active\ 2023\ 23- 0001_ 2401 Coffee Rd and Rosedale - Commercial Center\ 08_Consultant Management\ Contracts\ City Attorney\ Applicant- Reimbursement Agmt. Coffee Road Ventures. docx
PAGE 2 OF 6 PAGES
O
AKe4
U c.
r
0RIGINFL
Docusign Envelope ID: 5D09BF75-AD81- 43D6-B317- DB255AAB8B62

4. 7. Water Will -Serve or Availability Letter

4. 8. Noise Study

4. 9. Urban Decay Analysis
APPLICANT agrees that the STUDIES shall be prepared in accordance with CEQA and in a format acceptable to the CITY. APPLICANT agrees that it shall be his responsibility to cover the costs of any additional information, analysis, corrections, and revision of the STUDIES deemed to be required by the Planning Director. APPLICANT understands they are fully responsible for managing consultants hired by them to prepare the special studies listed above and provide STUDIES and any required information in accordance with the Project schedule and associated deadlines provided by the CITY.

5. INDEMNITY. APPLICANT shall indemnify, defend and hold harmless CITY, its officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with or caused by APPLICANT or APPLICANT' S employees, agents or independent contractors or companies in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by the party indemnified hereunder, except for City' s sole active negligence or willful misconduct.

6. TERMINATION. This Agreement may be terminated upon fourteen 14) calendar days written notice for any of the following reasons:

6. 1. APPLICANT withdraws the application.

6. 2. APPLICANT fails to provide adequate funds as requested by the CITY.

6. 3. APPLICANT fails to cooperate with CITY or Consultant.

Any unexpended funds as of the date of termination shall be returned to APPLICANT.

7. WAIVER OF DEFAULT. The failure of any party to enforce against another provision of this Agreement shall not constitute a waiver of that party' s right to enforce such provision at a later time, and shall not serve to vary the terms of this Agreement.

S:\ 03_ Advance Planning\ 01Gpas\ 01_ Active\ 2023\ 23- 0001_ 2401 Coffee Rd and Rosedale - Commercial Center\ 08_ Consultant Management\ Contracts\ City Attorney\ Applicant- Reimbursement Agmt. Coffee Road Ventures. docx
PAGE 3 OF 6 PAGES
Docusign Envelope ID: 5D09BF75- AD81- 43D6- B317- DB255AAB8B62

8. FORUM. Any lawsuit pertaining to any matter arising under, or growing out of, this contract shall be instituted in Kern County, California.

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

CITY: CITY OF BAKERSFIELD
1600 Truxtun Avenue
Bakersfield, California 93301
Phil Burns
Development Services Department
1715 Chester Avenue
Bakersfield, CA 93301
661) 326- 3733
APPLICANT: Coffee Road Ventures, LLC
7777 Edinger Avenue, Suite 115
Huntington Beach, CA 92647

10. ASSIGNMENT. This contract shall not be assigned by any party, or any party substituted, without prior written consent of all the parties.

11. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the contract and their heirs, administrators, executors, personal representatives, successors and assigns, and whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.

12. MERGER AND MODIFICATION. This contract sets forth the entire Agreement between the parties and supersedes all other oral or written representations regarding the preparation of this Environmental Impact Report.

This contract may be modified only in a writing approved by the City Council and signed by all the parties.

S:\ 03_ Advance Planning\ 01 Gpas\ 01_ Active\ 2023\ 23- 0001_ 2401 Coffee Rd and Rosedale -Commercial Center\ 08_ Consultant Management\ Contracts\ City Attorney\ Applicant- Reimbursement Agmt. Coffee Road Ventures. docx
PAGE 4 OF 6 PAGES
ORIGINF L'::'
Docusign Envelope ID: 5D09BF75-AD81- 43D6-B317- DB255AAB8B62

13. CORPORATE AUTHORITY. Each individual executing this Agreement represents and warrants they are duly authorized to execute and deliver this Agreement on behalf of the corporation or organization, if any, named herein and this Agreement is binding upon said corporation or organization in accordance with its terms.

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first -above written.

CITY" " APPLICANT"

CITY OF BAKE FIELD COFFEE ROAD VENTURES, LLC
By:

Karen
4 K. Goh
Mayor
APPROVED AS TO FORM:

VIRGINIA GENNARO
CityLrneyn
By:

VIRIDIANA GALLARDO- KING
Deputy City Attorney
DocuSigned by:

By. FnfMfifiRAd F7d n
Robert Miller
S:\ 03_ Advance Planning\ 01 Gpas\ 01_ Active\ 2023\ 23- 0001_ 2401 Coffee Rd and Rosedale_ Commercial Center\ 08_ Consultant Management\ Contracts\ City Attorney\ Applicant- Reimbursement Agmt. Coffee Road Ventures.docx
PAGE 5 OF 6 PAGES +
rn
r

ORIGINAL'
Docusign Envelope ID: 5D09BF75- AD81- 43D6- B317- DB255AAB8B62 APPROVED AS TO CONTENT:

DEVELOPMENT SERVICES DEPARTMENT
By: PSigned
by:

U bAus

PHIL BURNS
Development Services Director
COUNTERSIGNED:

By: %-/
RANDY McKEEGA
Finance Director
Attachment: Exhibit A - Scope of Work
S:\ 03_ Advance Planning\ 01 Gpas\ O1_ Active\ 2023\ 23- 0001_ 2401 Coffee Rd and Rosedale - Commercial Center\ 08_ Consultant Management\ Contracts\ City Attorney\ Applicant- Reimbursement Agmt. Coffee Road Ventures. docx
PAGE 6 OF 6 PAGES
O
AK,$!
i
is rn

ORIGINAL
Project Understanding
Kimley- Horn understands that Coffee Road Ventures, LLC ( applicant) is proposing a GPA and SPR to develop a commercial retail development project that would encompass approximately 422, 192 square feet of total building space. The project site consists of one

45. 85- acre parcel that is L- shaped fronting Rosedale Highway and Coffee Road. The project entails 359, 818 square feet of retail space, 25, 161 square feet of restaurants with drive- thru lanes, a 4, 125 square feet express car wash, a 4, 000 square - foot financial institution, a 4, 088 square -foot gas station with convenience store, and a 25, 000 square -foot health club. The project will also include a privately maintained 5, 990 square -foot community park that will include an amphitheater, a playground, a water fountain feature, and a visitor center.

The project site was previously developed as a Pacific Gas & Electric Company ( PG& E) power plant that has undergone demolition and remediation under the oversight of the Central Valley Regional Water Quality Control Board.

Scope of Work
Kimley-Horn will work closely with the City Planning Division to prepare an EIR and oversee QC/ QA as well as technical peer reviews of the studies provided by the project applicant, confirming they apply the correct methodologies and meet the requirements of CEQA.

A key aspect of our approach to providing and high -quality work products in a timely and cost- efficient manner is our emphasis on close team collaboration. This includes weekly or bi- weekly team conference calls with the City Planning Division to make certain the work is proceeding smoothly and any issues that arise can be effectively resolved without a delay in the project schedule. Project manager Jessie Barkley will remain responsive and available to City Planning Division staff throughout the project's duration and will emphasize the identification of problems early to frame the analysis in later stages of the project. We aim to propose innovative solutions for any identified issues —another key component in our collaboration with the City.

Kimley- Horn will provide the services specifically set forth below.

Task 1: Kick -Off Meeting and Background Review
Immediately after Kimley- Horn receives authorization to proceed, we will initiate the project by scheduling a virtual kick- off meeting with the City Planning Division. Kimley- Horn will prepare an agenda and a data needs list to discuss informational needs and will discuss a proposed schedule. Kimley- Horn will facilitate a discussion of the project objectives and any other information needed in order to develop a project description and alternatives.

As part of this task, Kimley-Horn will review all available and relevant data and information provided to us by the City Planning Division to fully understand the project and enable the preparation of a comprehensive project description, notice of preparation ( NOP) and draft EIR DEIR). Following the meeting, Kimley- Horn will provide the City Planning Division with a kick- off meeting memorandum that includes meeting notes; a matrix to track action items, responsible parties, and due dates; and a project schedule.

Deliverables:

1. Kick- off meeting memorandum in electronic format

2. Information needs list in electronic format, if needed

3. Full project schedule organized by task/ milestone in electronic format Task 2: Notice of Preparation and Circulation
Kimley-Horn, in collaboration with the City Planning Division, will write and prepare a draft and final NOP for public distribution, including a project description, list of probable environmental effects, and all other required components as outlined by CEQA. This scope of work excludes the preparation of an IS for the NOP. Kimley- Horn will submit final NOP and notice of completion ( NOC) to the State Clearinghouse ( SCH). Kimley- Horn will also distribute 50 or more hard copies or electronic copies ( with a cover letter) to agencies and interested parties ( as identified on a mailing list provided by City Planning Division) via overnight carrier or certified US Mail. Kimley- Horn will prepare two 3- ring binder hard copies for the City and one master CD or USB that includes PDF and Word versions of the final NOP, E A, KEU^ City of Bakersfield I EVCALAD001116. 2024 8 Kimley>>>Hbrn

JORIGINIPP
ridllllllly ulvibluII, WIIIUI WC Will CIRV IU Lu PIUVIUt QJJIJIC%l II. t IV hilly FIQIIIIIIHY LAVIJIVII OICLiI. 1 vuuwuiy Lilt VRY J MUCIFA ul FILiUIR. U lllIllGIIW on the NOR we will review the comments received and coordinate with the City Planning Division on the appropriate approach to responding to comments through the DEIR.

Deliverables:

1. Final NOP and NOC to SCH

2. 50 or more hard copies or electronic copies of the final NOP to Planning Division - provided mailing list

3. Two 3- ring binder hard copies final NOP for City Planning

4. One USB flash/thumb drive or electronic copy via a file transfer service that includes PDF and Word versions of final NOP, set of NOP figures, and PDF of all documents cited in final NOP Task 3: Expanded Project Description Preparation
Project Site Visit
Kimley- Horn will conduct field reconnaissance of the project site and surrounding area and will document the existing conditions with photos and environmental inventories. To save on project budget, we will schedule the visit to the project site on the same day as the scoping meeting.

Draft Expanded Project Description
Kimley- Horn will prepare an expanded project description that will be gleaned from the background information, research, the project site visit, and the technical studies provided by the City Planning Division and the project applicant. The project description will include a detailed narrative of the project components, accompanied by graphics and maps to highlight the project location, surrounding land uses, project objectives, current land -use designations and zoning classifications, and project elements. The project description will form the basis for analysis within the EIR. Kimley- Horn assumes one round of review of the administrative draft project description by the Planning Division.

Deliverables:

1. Administrative draft project description in Word format

2. Draft project description in Word format.

Task 4: Applicant -Prepared Technical Report Peer Review The peer review of technical studies will focus on the appropriateness/ thoroughness of the methodology and analysis, whether the analysis' conclusions are supported by factual/ credible evidence, and whether the analysis meets the applicable provisions of CEQA and the state CEQA guidelines. For each peer review, Kimley- Horn will:

Conduct one round of peer review
Review the analyses, including all modeling data and assumptions Evaluate the adequacy of the methods used to conduct the various parts of the study concerning professional standards, regulatory standards, and state CEQA guidelines
Evaluate the consultant' s recommendations and conclusions based on state CEQA guidelines and other state and federal laws as applicable
Prepare a technical report sufficiency memorandum to present peer review findings and make recommendations Additional peer review cycles and meeting attendance are excluded.

Kimley- Horn assumes the following technical reports will be peer reviewed:

1. Air Quality/ Climate Change Analysis/ Health Risk Assessment ( third -party peer review already completed)

2. Biological Resources Study

3. Archaeological/ Cultural Resources Study
City of Bakersfield I EVCALAD001116. 2024 Kimley>Mord

ORIGIMPP
Traffic Impact Study ( including VMT analysis)
Water Will -Serve or Availability Letter

6. Water Supply and Demand Report

7. Phase I Environmental Site Assessment ( at a minimum)

8. Urban Decay

9. Acoustical Analysis
Additionally, we assume that the project applicant will provide a Hydrology/ Water Quality analysis and a GeotechnicallSoils Report. This scope assumes any project visual simulations will be prepared by the applicant.

Deliverables:

1. Technical report sufficiency memoranda in PDF format Task 5: Administrative Draft EIR Preparation
The administrative DEIR will include all statutory sections required by CEQA and in accordance with City guidelines. The DEIR will include an executive summary, project description, environmental setting, and environmental impact analysis for each issue to be addressed, including mitigation measures and an analysis of cumulative effects. The administrative DEIR will also address alternatives, areas of controversy, effects found not to be significant, growth inducement, significant irreversible environmental effects, significant and unavoidable environmental effects, references, acronyms, and organizations and persons consulted. Kimley- Horn assumes that up to three alternatives, including a no -project alternative and two build alternatives, will be addressed in the administrative DEIR.

The administrative DEIR will include maps, graphics, tables, and charts necessary to clearly depict the location and nature of any environmental constraints and potentially significant impacts identified in the administrative DEIR.

The analysis will be based upon standard methodologies and techniques and focus on the net changes anticipated at the project site. The text will clearly link measures to impacts and indicate their effectiveness ( e. g., ability to reduce an impact to a less -than -significant level), identify the responsible agency or party, and distinguish between mitigation measures, project features, and existing regulatory requirements. The impact discussion will numerically identify each impact with each significant impact followed by appropriate mitigation measures. Whenever possible, equally effective alternative mitigation measures will be proposed for potential impacts identified in each environmental issue area shown in the City Initial Study Environmental Analysis checklist for which a potentially significant impact may occur. Kimley- Horn will also prepare an administrative draft Mitigation Monitoring and Reporting Program ( MMRP).

The following environmental issue areas will be addressed in the EIR unless the City Planning Division scopes any issues out of further analysis through the NOP and scoping process:

Aesthetics
Agriculture and Forestry Resources
Air Quality
Biological Resources
Cultural Resources
Energy
Geology and Soils
GHG Emissions
Hazards and Hazardous Materials
Hydrology and Water Quality
Deliverables:

1. Round 1 administrative DEIR in Word format

2. Round 2 administrative DEIR in Word format
Land Use and Planning Mineral Resources
Noise
Population and Housing
Public Services
Recreation
Transportation
Tribal Cultural Resources
Utilities and Service Systems
Wildfire
City of Bakersfield I EVCALAD001116. 2024 10 Kimley>>>HoM_

ORIGINAL
Kimley- Horn will incorporate two rounds of review of City Planning Division comments on the administrative DER and will prepare a DEIR.

The revisions on the administrative DER will be provided in redlines, based on comments provided by the City Planning Division. If extensive revisions are requested, which could occur if the project description is changed substantively or the City has requests that would necessitate extensive revisions to the EIR document, our cost estimate for this task may need to be adjusted accordingly.

Deliverables:

1. Screencheck DER in PDF format
Task 7: Draft EIR and Technical Appendices Circulation
Once the screencheck DER has been approved by the City, Kimley- Horn will prepare, print, and distribute the DEIR. Kimley- Horn will submit the DER and the NOC to the SCH and will also print and distribute 50 or more hard copies or electronic copies of the DER with appendices to agencies or persons on a mailing list provided by the City.

Kimley- Horn will also provide five comb - bound hybrid copies ( hardcopy of the DER with an USB flash/ thumb drive of all appendices attached) for the Planning Commission and City staff. In addition, Kimley- Horn will provide two full hardcopies of the DER, including tabbed technical appendices in three- ring binders for Planning Division use. Kimley- Horn will also provide the Planning Division with one USB flash/ thumb drive that includes PDF and Word versions of DER and a set of DER figures. Kimley- Horn will deliver all copies of the NOP via overnight carrier (for time -sensitive deliveries) or certified US Mail.

During the 45- day review period, written public comment will be directed to the City. Kimley- Horn will request that the City forward copies of the comment letters as they are received.

Deliverables:

1. DER and NOC to SCH per most recent electronic submission criteria

2. 50 or more hard copies or electronic copies of notice of availability ( NOA) for DER with appendices to Planning Division - provided mailing list

3. Five comb -bound hybrid copies DER (hardcopy of the Volume 1 of the DER with an USB flash/ thumb drive of all volumes of the DER attached) for internal City distribution

4. Two tabbed, 3- ring binder hard copies DER for Planning Division use

5. One USB flash/ thumb drive that includes PDF and Word versions of DER and a set of DER figures Task 8: Draft and Screencheck Final EIR and Technical Appendices Preparation and Circulation
Following the 45- day public review of the DER, Kimley- Horn will evaluate and annotate the comments received. Our team will prepare draft responses to comments for comment letters received during the public review period. Because we have no way to predict how many comment letters will be received, nor the length or magnitude of those letters, we have assumed up to 70 hours for the technical staff to respond to up to 20 comment letters. We may need to revisit the level of effort once the comments are received and evaluated.

Each comment will be numerically identified with a reference number and responses to the comments must be keyed to the comment reference number. Any changes to the text or graphics of the DER, either in response to comments or at the initiation of the City, will be provided in a separate section or appendix in the final EIR ( FEIR) document with the amended text noted.

One revision cycle of the FEIR is budgeted for this task. Once the screencheck FEIR has been approved, Kimley- Horn will print and distribute the FEIR at least three weeks ( 21 days) prior to the Planning Commission hearing on the project. It is assumed that the City will be responsible for any on -site notices and legal notices in the paper for hearings. Kimley- Horn will deliver all copies of the FEIR via overnight carrier ( for time -sensitive deliveries) or certified US Mail. Kimley- Horn will prepare a final MMRP concurrently with the FEIR. The MMRP will include, but is not limited to, the following:

City of Bakersfield I EVCALAD001116. 2024 11 Kimley )MO ` rn r
ORiGINFL
Project time period to which the measure applies ( e.g., during construction, prior to obtaining grading permit, prior to operation, etc.)

2. Future review and reporting requirements

3. Responsible party for cost of mitigation

4. Responsible party for implementing and enforcing mitigation

5. Requirements for monitoring by outside agency

6. Monitoring and reporting frequency
Deliverables:

1. Draft FEIR in Word format

2. Screencheck FEIR in PDF format

3. 50 or more hard copies or electronic copies of FEIR to a Planning Division -provided mailing list, including all necessary copies for the Planning Division and Planning Commission
Task 9: Draft Findings of Fact and Statement of Overriding Considerations Preparation Kimley- Horn will prepare a draft Findings of Fact and, if necessary, Statement of Overriding Considerations in accordance with Sections 15091 and 15093 of the CEQA Guidelines for the City' s use. We assume one round of review of the draft documents by Planning Division.

Deliverables:

1. Draft Findings of Fact and Statement of Overriding Considerations in Word format

2. Updated draft Findings of Fact and Statement of Overriding Considerations in Word format Task 10: Hearing Attendance
Kimley- Horn will be available to support the City at public hearings related to the project. For costing purposes, we assume up to two team members —including project manager Jessie Barkley and principal -in -charge Alex Jewell, AICP, LEED AP —will attend one public hearing before the Planning Commission and one public hearing with City Council ( two in total). This scope assumes a total of 10 hours per person/ per hearing for this task, which includes meeting attendance, travel and meeting preparation. If the project is approved and the EIR is certified, we understand that the City will prepare the notice of determination ( NOD) and file the NOD with the County Clerk. KimleyHorn will post the NOD to the SCH. It is assumed that the applicant will provide the associated California Department of Fish and Wildlife fee to Kimley- Horn prior to filing.

Task 11: Administrative Record Preparation
Kimley- Horn will provide the Planning Division with the Administrative Record within 30 days of the City Council making a determination about the project. The Administrative Record will include all documents referenced in the EIR and technical appendices ( research, technical studies, comments received, scoping meeting materials, etc.).

Deliverables:

1. Administrative Record in PDF format
Task 12: Project Management and Coordination
Project manager Jessie Barkley will be responsible for overall project management and supervision of the Kimley- Horn team. Jessie will undertake consultation and coordination of the project and review the EIR for compliance with CEQA requirements, guidelines, and City CEQA procedures. As appropriate, Kimley- Horn will coordinate with state and local agencies regarding this environmental document.

Jessie will coordinate with technical staff, consultants, support staff, and word processing toward the timely completion of the EIR. It is the goal of Kimley- Horn to serve as an extension of City staff throughout the duration of the EIR process.

City of Bakersfield I EVCALAD001116. 2024 12
rn
t—

ORIGINF, L
Kimley>>)Horn
y e e
1 Task 1: Kick -Off Meeting and Background Review
1 1
1 1
Project Initiation Meeting, Informational List, and Schedule Task 2: Prepare Notice of Preparation and Circulation
Prepare Draft NOP
City Review Draft NOP
Prepare and Circulate Final NOP
30 Day Public Review
Scoping Meeting
Task 3 Expanded Project Description Preparation
Project Site Visit
Prepare Expanded Project Description
City Review Expanded Project Description
Finalize Project Description
Task 4 Applicant - Prepared Technical Report Peer Review Peer Review of Technical Studies
Authors/ Consultants Revise Technical Studies
Task 5: Administrative Draft EIR Preparation
KH Prepare Admin Draft EIR
City Review of Admin Draft FIR T
KH Revise Admin Draft EIR
City Review Second Round Admin Draft EIR
Task 6: Screencheck DEIR Preparation
Prepare Screencheck EIR
Task 7: Draft EIR and Technical Appendices Circulation
45- Day Public Review Period
Task 8 Draft and Screencheck Final EIR and Technical Appendices Prepare FEIR including Responses to Comments
City Review of Screencheck FEIR
MMRP
Prepare and Circulate FEIR Document
Task 9: Draft Findings of Fact and Statement of Overriding Considers Task 10: Hearing Attendance
Task 11: Administration Record Preparation
Task 12: Project Management and Coordination
City of Bakersfield I EVCALAD001116, 2024 13 Kimley o Horn DocuSignCertificate Of Completion
Envelope Id: 5DO9BF75AD8143D6B317DB255AAB8B62 Status: Completed Subject: Complete with Docusign: Applicant - Reimbursement Agmt- Coffee Rd Ventures_ final2_ combined. pdf Source Envelope:

Document Pages: 12 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 City Clerk' s Office
AutoNav: Enabled city_ clerk@bakersfieldcity. us
Envelopeld Stamping: Enabled IP Address: 174. 46. 226. 5 Time Zone: ( UTC- 08: 00) Pacific Time ( US & Canada)
Record Tracking
Status: Original Holder: City Clerk' s Office Location: DocuSign 10/ 8/ 2024 10: 58: 45 AM city_ clerk@bakersfieldcity. us Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Bakersfield Location: DocuSign Signer Events Signature Timestamp
RobertMillerSent: by: 10/ 8/ 2024 11: 01: 06 AM
EU—
Sig— d
0 u
M.l1.t,V' rmiller@djmcapital.

President of Ac
com
4 uisitions
FOD466B842F7430
Viewed:

Signed: 10/
10/
9/
8/
2024
2024
12:
4: 37:
43:
20 04PPM
Security Level: Email, Account Authentication
None) Signature Adoption: Pre - selected Style
Using IP Address: 45. 59. 232. 74
Electronic Record and Signature Disclosure:

Accepted: 10/8/ 2024 4: 37: 20 PM
ID: 174a5319-cb91- 476a- aba3-7bef2afb6346
Phil Burns y Sent: 10/ 9/ 2024 12: 43: 06 PM
pburns@bakersfieldcity. us
Sig" ed
S Viewed: 10/ 9/ 2024 2: 04: 08 PM
SecuritY , Level: Email Account Authentication
DAFS2644DEFA408..

Signed: 10/ 9/ 2024 2: 04: 36 PM
None)
Signature Adoption: Pre -selected Style
Using IP Address: 174. 46. 226. 5
Electronic Record and Signature Disclosure:

Accepted: 10/9/ 2024 2: 04: 08 PM
ID: ccb5d5c5- a57d- 4496- 8638- a19450eec105
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/ Encrypted 10/ 8/ 2024 11: 01: 06 AM n

ORIGINPIL
Envelope Summary Events Status Timestamps
d'

ORIGINO
Electronic Record and Signature Disclosure created on: 6/ 28/ 2022 10: 51: 05 AM Parties agreed to: Robert Miller, Phil Burns

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Bakersfield ( we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure ( ERSD), please confirm your agreement by selecting the check -box next to ` I agree to use electronic records and signatures' before clicking ` CONTINUE' within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

0. 00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

ORIGINAL'
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of Bakersfield:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise City of Bakersfield of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from City of Bakersfield
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of Bakersfield
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
m
ORIGINALa
i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https: Hsupport. docusi n com/ guides/ signer- idesigning- system- requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and ( i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to ` I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system.

By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify City of Bakersfield as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Bakersfield during the course of your relationship with City of Bakersfield.

AKe4
c
m
JORIGINd'

ADMINISTRATIVE REPORT
MEETING DATE: October 7, 2026 AGENDA CATEGORY: Consent - Bids TO: Honorable Mayor and City Council
FROM: Randy McKeegan, Finance Director
DATE: September 23, 2026
SUBJECT: Purchase of one electric vehicle (EV) 4X4 one-ton crew cab pickup truck for the Recreation and Parks Department.

Accept bid from Voltu Motor Inc., Riverside, CA for one 2026 electric vehicle (EV) four-wheel drive (4X4) one-ton crew cab pickup truck in the amount of $135,934.94 for the Recreation and Parks Department.

RECOMMENDATION:

Staff recommend acceptance of the bid and approval of the purchase.

BACKGROUND:

Bids were solicited for one (1) 2026 or newer model year electric vehicle (EV) four-wheel drive (4X4) oneton crew cab pickup truck for the Recreation and Parks Department. Three bids were received in response to the solicitation. Per the standard bid specifications used in the formal bidding process, the City reserves the right to increase or decrease quantities at the same price bid to better serve the needs of the City.

The City may purchase additional units at the same unit price for a period of twelve (12) months after acceptance of the bid as specified in the bid specifications.

This purchase of one (1) 2026 electric vehicle (EV) four-wheel drive (4X4) one-ton crew cab pickup truck will replace a unit that is more than twelve years old and has been removed from service due to extensive repair needs. The existing unit meets the criteria for replacement as determined by the Fleet Department.

The unit will be replaced with a new EV unit providing improved performance and efficiency.

The California Air Resources Board (CARB) Advanced Clean Fleets (ACF) Regulation (California Code of Regulations, Title 13, Sections 2013, 2013.1, 2013.2, 2013.3, 2013.4, and 2016) mandates the transition of internal combustion vehicles to zero emission vehicles. This purchase of the EV unit supports the City’s compliance with applicable ACF requirements for state and local governments fleets and the City’s ongoing transition towards zero-emission vehicles.

The three bids received are as follows:

BIDDER BID AMOUNT RESPONSIVE BID
(YES/NO)

MAKE/MODEL BID
UAG Cerritos dba Penske
Chevrolet of Cerritos
Cerritos, CA
$48,881.21
NO – Bidder did not
meet the minimum
bid specifications.

Chevrolet Silverado EV
One Nation Distribution
Volant, PA $88,933.86
NO – Bidder did not
meet the minimum
bid specifications.

Chevrolet Silverado EV
Voltu Motor Inc.

Riverside, CA $135,934.94 YES Voltu3
Staff reviewed the bids received and determined that the first and second low bids were non-responsive because they did not meet the minimum bid specifications. The bid submitted by Voltu Motor Inc. is responsive and meets the minimum bid specifications. Staff find the bid amount of $135,934.94 to be acceptable and recommend approval of the purchase.

FISCAL IMPACT:

Funds in the amount of $75,000 were previously budgeted in the Equipment Management Fund for the purchase of the EV unit. Staff will use previously approved contingency funds to cover the shortfall of $60,935 to complete the purchase. For vehicles that are underfunded in the general fund, the shortfall will be recovered over the vehicle life cycle through the rate. For non-general fund vehicles, staff will request a fund appropriation to cover the shortfall at the time of award.

COUNCIL GOAL:

Innovative and Efficient City Government
ATTACHMENTS:

None

ADMINISTRATIVE REPORT
MEETING DATE: October 7, 2026 AGENDA CATEGORY: Consent - Bids TO: Honorable Mayor and City Council
FROM: Zachary Meyer, Public Works Director
DATE: October 1, 2026
SUBJECT: Pedestrian Safety Improvements on Chester Avenue and 22nd Street Accept bid and approve contract with California Professional Engineering Inc. for $162,160
(Ward 2).

RECOMMENDATION:

Staff recommends acceptance of the low bid and approval of the contract.

BACKGROUND:

The Public Works Department applied to the Transportation Development Act – Article 3 Bicycle and Pedestrian Facilities for funding for uncontrolled marked crossings that would benefit from Rectangular Rapid Flashing Beacon’s (RRFB) in July of 2024. A total of $155,250.00 was granted to the City of Bakersfield for the pedestrian safety improvement project on Chester Avenue at 22nd St to increase visibility and awareness of pedestrians and bicyclists and to improve the yield compliance and reduction of rear-end crashes for motorists.

The purpose of this project is to provide an improved pedestrian crossing with enhanced safety features, including a rectangular rapid flashing beacon and in-pavement flashers to provide a safer and more accessible crossing.

The work to be performed consists, in general, of installing an in-pavement flashing system at the intersection of Chester Ave and 22nd St and modifying pavement markings, all in conformance with the contract documents. The Engineer’s Estimate for this project is $196,000.00.

On August 20, 2026, a total of four (4) bids were received. The bids are as follows:

California Professional Engineering, Inc. In the amount of $162,160.00 19062 San Jose Ave
La Puente, CA 91748
High-Light Electric Inc. In the amount of $192,777.00
1460 E. Cooley Dr., Suite 100
Colton, CA 92324
PTM General Engineering Services Inc. In the amount of $216,808.00 5942 Acorn Street
Riverside, CA 92504
Loop Electric Inc. In the amount of $238,765.00
7040 Downing Ave
Bakersfield, CA 93308
California Professional Engineering, Inc. is considered the lowest responsive bidder and staff recommends approval of the contract
FISCAL IMPACT:

This project (25PWAP07) is mainly funded by California Transportation Development Act Article 3 Grant Funds and a small percentage of local funds. There is no impact to the General fund.

COUNCIL GOAL:

Reliable Infrastructure
Safety and Resilience
ATTACHMENTS:

Agreement

ADMINISTRATIVE REPORT
MEETING DATE: October 7, 2026 AGENDA CATEGORY: Consent - Resolutions TO: Honorable Mayor and City Council
FROM: Randy McKeegan, Finance Director
DATE: September 25, 2026
SUBJECT: Purchase of Cellebrite Inseyets subscription renewal for the Police Department.

Purchase of Cellebrite Inseyets subscripton from Carahsoft technology corporation, in the amount of $150,000 for the Police Department per active resolution No. 135-2025 previously approved by Council on November 19, 2025.

RECOMMENDATION:

Staff recommend approval of the purchase.

BACKGROUND:

Currently, the Bakersfield Police Department’s Digital Forensics Unit has an expiring subscription to Cellebrite Inseyets, which provides cellphone extraction capabilities used in investigations involving serious violent felony offenses, retail theft, and auto theft. The Technology Services Department recommend renewing the Cellebrite Inseyets subscription to continue utilizing these software services.

On November 19, 2025, Council approved Resolution No. 135-2025, which dispensed with formal bidding requirements and authorized the purchase of Cellebrite Inseyets subscription renewal through a cooperative procurement quote in an amount not to exceed $134,892.39. The current renewal is available through the same cooperative procurement process.

Carahsoft Technology Corporation’s existing procurement contract with the National Association of State Procurement Officials (NASPO) provides discounted pricing for its software products and subscriptions.

The Technology Services Department recommend utilizing the existing cooperative procurement contract to renew the Cellebrite Inseyets subscription from Carahsoft Technology Corporation in an amount not to exceed $150,000 for the Police Department.

FISCAL IMPACT:

Sufficient funds are budgeted in the Equipment Fund for this purchase.

COUNCIL GOAL:

Reliable Infrastructure
ATTACHMENTS:

Resolution #135-2025
Quote
RESOLUTION NO. 1 3 5® 20,25

A RESOLUTION OF THE BAKERSFIELD CITY

COUNCIL DISPENSING - WITH FORMAL

BIDDING PROCEDURES IN THE PURCHASE OF

CELLEBRITE INSEYETS SUBSCRIPTION FROM

CARAHSOFT TECHNOLOGY CORPORATION

AND AUTHORIZING THE USE OF

COOPERATIVE PROCUREMENT CONTRACTS

FOR THE PURCHASE OF CELLEBRITE INSEYETS
SUBSCRIPTION.

WHEREAS, the City may enter into cooperative procurement contracts for work, supplies, equipment or materials without competitive bidding pursuant to Bakersfield Municipal Code Section 3. 20. 060( D) ( 6); and WHEREAS, prices offered through national cooperative procurement contracts are generally less expensive than the prices for work, supplies, the City is currently paying; and
WHEREAS, purchasing work, supplies, equipment, or materials for the City through national cooperative procurement contracts is to the City's economic advantage and in the City' s best interest; and
WHEREAS, Bakersfield Municipal Code Section 3. 20. 060( D) ( 6) allows the City to dispense with bidding procedures when it is determined that work, supplies; equipment or materials are not available from local vendors and that it is in the best interests of the city, and to the city' s economic advantage that such work, supplies, equipment or materials be obtained at the lowest possible cost for the quality needed by entering into a city, county, state or federal government cooperative procurement contract that was competitively awarded by another governmental agency within the last 36 months or is one that is still current and active; and
WHEREAS, the City desires to utilize a competitively awarded cooperative procurement contract for the purchase of Adobe Software Products/ Subscriptions directly from Dell, to obtain competitive prices and the best value for the City' s equipment needs; and
WHEREAS, the process used to determine the vendors for the cooperative procurement contracts referenced herein substantially comply with the City' s procurement process, including public advertisement for sealed bids and awards determined on the basis of best value.
u
n

ORIGIN L
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield as follows:

1. The above recitals are true and correct and are incorporated herein by reference.

2. The Council finds that the purchase of Cellebrite Inseyets subscription is necessary for the City' s use, and that it is in the best interests of the City, and to the City' s economic advantage that such purchase be obtained at the lowest possible cost for the quality needed by entering into a city, county, state or federal government cooperative procurement contract. The Council finds that the purchase of Cellebrite Inseyets subscriptions, in the types and quantities required by the City, is available from a company, Carahsoft Technology Corporation, which successfully obtained a contract that was competitively awarded by a governmental agency within the last 36 months and/ or is still active and valid.

3. The Finance Director or his designee is authorized to dispense with bidding in accordance with section 3. 20.060( D) (6) of the Bakersfield Municipal Code and to negotiate the purchase of Adobe Software Products/ Subscriptions:

4. The Finance Director or his designee is authorized to purchase Cellebrite Inseyets subscription from Carahsoft Technology Corporation pursuant to the terms and conditions of National Association of State Procurement Officials NASPO) Contract No. AR2472 with Carahsoft Technology Corporation and may be amended from time to time and including any options to renew that may be exercised by the NASPO.

5. That in the event certain work, supplies, equipment, or materials needed by the City are available through more than one of these cooperative procurement contracts and within the timeframe required by the City, the Finance Director or his designee shall purchase such work, supplies, equipment, or materials, from the vendor offering the lowest price.

6. - That the Finance Director or designee is authorized to negotiate and execute any documents that may be necessary to register with, and purchase work, supplies, equipment, or materials from, the vendors herein.

HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held on NOV 19 2025 , by the following vote:

V
PI COUNCIL MEMBER ARIAS, GONZALES,- Wetfl SMITH, KOMAN, BASHIRTASH, KAUR S: COUNCIL MEMBER
ABSTAIN: COUNCIL MEMBER
BS COUNCIL MEMBER _ s2AQ ,
c
a

JU IE DRIMAKIS, MMC
CITY CLERK and Ex Officio Clerk of
the Council of the City of Bakersfield
APPROVED NOV 19 2025
By UOZ/
KAREN GOH Mayor
APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney
By
ASHLE . ZAMBRANO
Deput City Attorney II
in- FF- 1
9®

RIGINAL

GOVERNMENT - PRICE QUOTATION

CARAHSOFT TECHNOLOGY CORP
11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON, VIRGINIA 20190 Cellebrite PHONE ( 703) 871- 8500 1 FAX ( 703) 871- 8505 1 TOLL FREE ( 888) 66CARAH WWW. CARAHSOFT. COM I SALES@CARAHSOFT. COM
TO: Buffie Kaiser
Information Technology Secretary
City of Bakersfield
1501 Truxtun Ave
1 st Floor
Bakersfield, CA 93301 USA
EMAIL: bkalser@bakersfieldcity. us
PHONE: ( 661) 326- 3283
FROM: Meagen Hansen
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
EMAIL: Meagen. Hansen@carahsoft. com
PHONE: ( 571) 662- 3812 FAX: ( 703) 871- 8505
P
TERMS: Contract Number: 7- 17- 70- 40- 05 QUOTE NO: 48403679 NASPO Master Contract Number: AR2472
QUOTE DATE: 10/ 14/ 2025
Contract Term: 09/ 15/ 17 - 09/ 15/ 26
Shipping Point: FOB Destination QUOTE EXPIRES: 11/ 13/ 2025 Credit Cards: VISA/ MasterCard/ AMEX RFQ NO:

Remit To: Same as Above SHIPPING: ESD
Payment Terms: Net 45 ( On Approved Credit)
Sales Tax May Apply TOTAL PRICE: 134, 892. 39
TOTAL QUOTE: 134, 892. 39
LINE NO. PART NO. DESCRIPTION QUOTE PRICE QTY EXTENDED PRICE 1 B- CNR-05- 001 Inseyets Online Pro - I Year Term 8, 708.33 COOP 6 52, 249. 98 Included in Inseyets Online Pro:

Inseyets Pro UFED Subscription
Inseyets Pro PA Subscription
Cellebrite Inc. - B- CNR- 05- 001
Start Date: 11/ 03/ 2025
End Date: 11/ 02/ 2026
SN - 1099555956, 228743122, 907483851, 2057318731,
1630279044, 1126721080
2 S- AIS- 20- 001- 150 Inseyets Online Limited Unlocks subscription - 150 unlocks 36, 218. 75 COOP 1 36, 218. 75 1 Year Term
Cellebrite Inc. - S- AIS- 20- 001- 150
Start Date: 11/ 03/ 2025
End Date: 11/ 0212026
3 B- BLB- 01- 019 Digital Collector Subscription - 1 Year Term 902. 82 COOP 1 902. 82 Cellebrite Inc. - B- BLB- 01- 019
Start Date: 12/ 05/ 2025
End Date: 11/ 02/ 2026
SN - BBAAOOOOO0000010251
4 S- UFD- 17- 039 Guardian Pro User Subscription - 1 Year Term 11, 380. 21 COOP 4 45, 520. 84 Cellebrite Inc. - S- U FDA 7- 039
Start Date: 11/ 03/ 2025
End Date: 11/ 02/2026
SUBTOTAL: 134, 892. 39
TOTAL PRICE: 134,892. 39
TOTAL QUOTE: 134, 892. 39

CONFIDENTIAL
0 1
Li
ORIGiNALC- 7
QUOTE DATE: 10/ 14/ 2025
ni InTF PJn- aRAnqF, 7q

ADMINISTRATIVE REPORT
MEETING DATE: October 7, 2026 AGENDA CATEGORY: Hearings TO: Honorable Mayor and City Council
FROM: Phillip Burns, Development Services Director
DATE: September 30, 2026
SUBJECT: Public hearing to consider Planning Commission’s approval of Zone Change No. 24-0004 and its proposed mitigated negative declaration. (Ward 4) Provost and Pritchard, representing North of the River Recreation and Park District (NOR) is proposing a Zone Change on approximately 9.3 acres located northeast of Jenkins Road and Austin Creek Avenue. The request includes:

1. Resolution adopting a Mitigated Negative Declaration pursuant to the California Environmental Quality Act (CEQA).

2. First Reading of an ordinance amending Title 17 of the Bakersfield Municipal Code by changing the official pre-zone classification from OS (Open Space) and A (Agriculture) to RE (Recreation).

RECOMMENDATION:

Open and close the public hearing and refer back to staff in order to be correctly agendized at a later date.

BACKGROUND:

This item was scheduled to be considered on October 7, 2026 agenda however, was incorrectly advertised as a public hearing. Therefore, staff recommends that your Council open and close the public hearing and refer the item back to staff, in order for this item to be correctly re-agendized for consideration at a later date.

The project is a request for a pre-zone change on approximately 9.3 acres generally located within the metropolitan Bakersfield area. The applicant proposes to change the zoning classification from OS (Open Space) and A (Agriculture) to RE (Recreation), or a more restrictive zoning district, in anticipation of future annexation into the City of Bakersfield. The proposed use is a park developed and operated by NOR.

FISCAL IMPACT:

The action to open and close the public hearing has little to no fiscal impact.

COUNCIL GOAL:

Reliable Infrastructure
Community Character & Quality of Life
ATTACHMENTS:

1. Resolution

2. Ordinance

ADMINISTRATIVE REPORT
MEETING DATE: October 7, 2026 AGENDA CATEGORY: Hearings TO: Honorable Mayor and City Council
FROM: Daniel R. Maldonado, Assistant Water Director
DATE: September 21, 2026
SUBJECT: Public Hearing to Present Findings and Consider Adoption of Energy Savings Performance Contract with Willdan Energy Solutions:

1. Resolution making findings authorizing entering into an energy savings performance contract

2. Agreement with Willdan Energy Solutions (not to exceed $7,990,188) to implement energy savings efficiency measures as well as energy generation measures. (Ward 5) RECOMMENDATION:

Staff recommend opening the public hearing, taking public testimony, adoption of the resolution and approval of the agreement.

BACKGROUND:

Staff are recommending adoption of findings and approval of Energy Savings Performance Contract (ESPC), by resolution, for energy-related improvements to the Water Resources Administrative Building and Interface Facility with Willdan Energy Solutions (Willdan). The approval of this contract will allow for the construction and implementation of photovoltaic arrays (PV) and battery energy storage (BESS) systems at the Water Resources building. This project includes complete design, engineering, procurement, installation, testing, commissioning, and placement into operations of all systems. These systems will allow the Water Department to realize energy savings that will offset the City’s project cost while advancing energy efficiency and reliable infrastructure.

Multi-Phase Investment Grade Audit and Energy Savings Performance Contract On July 31, 2024, the Public Works Department issued a Request for Qualifications (RFQ) for qualified Energy Services Companies (ESCOs) to execute an Investment Grade Audit (IGA) and identify, develop, and potentially implement Energy Efficiency Capital Improvement Projects using the Design-Build method throughout the city’s facilities. This multi-phase, turnkey energy efficiency program includes:
 Energy auditing and benchmarking
 Design, Engineering, and permitting
 Construction and implementation
 Performance monitoring and ongoing services
Eight proposals were received. A selection committee, using RFQ-defined criteria—including approach, experience, references, qualifications, and overall proposal quality—shortlisted three firms: ENGIE Services U.S. Inc., Noresco LLC, and Willdan. These firms participated in Oral Appraisal Interviews on October 24, 2024. Willdan received the highest score (91.25) and was selected to proceed.

Phase 1, Preliminary Investment Grade Audit Analysis, and Phase 2, Detailed Investment Grade Audit, of the engagement for the PV and BESS systems at 1000 Buena Vista Road have been completed by Willdan.

The results of these findings are available in the attached Project IGA Report. In line with the requirements of California Government Code (GC) Section 4217.10 to 4217.18, the findings in this report show that the anticipated cost to the City to implement these energy-related improvements will be less than the anticipated marginal cost to the City for electrical energy that would have been consumed by the City in the absence of purchasing the energy improvements.

Turnkey project cost for PV and BESS systems, as well as site improvements and contingency, is $7,990,188. This cost has built in contingency and construction allowances which will be credited back to the Water Department upon project completion if unused. Projected project incentives, accounting for both incentives in hand and pending, account for an offset amount of $3,503,415 bringing the Net Capital Cost for the project to an amount of $4,486,773. When factoring in calculated net annual utility savings of $382,732 per year, the generated simple payback period is 9.54 years with a net $6,198,516 in utility savings through 25 years.

In an effort to account for all scenarios, Willdan and staff also calculated the project financials to only include secured incentives and not those pending. This reduced the project incentive amount from $3,503,415 to $1,545,941. This results in a Net Capital cost for the project to $6,444,247. Using the same net annual savings calculation, the simple payback period shifts to 14.65 years. Net utility savings become $4,241,042 over 25 years in this scenario. Both scenarios project a simple payback period that is less than the weighted expected useful life of the equipment (25 years) and are in compliance with GC 4217. As required by California GC Section 4217.12, the City Council, by resolution, may authorize City to enter into this ESPC if the Council determines it is in the best interests of City to do so.

If approved, all new equipment and systems will become property of the City upon project completion.

The contractor will be responsible for providing the necessary training to ensure the systems are operating as optimally as possible. The contract also includes Measurement and Verification (M&V), which describes how energy savings will be measured and verified to prove to City that savings are being realized as estimated. Willdan and its contractor will be responsible for monthly tracking and monitoring of the systems’ performance within the guarantee period to generate savings reports for City. This will allow staff to track annual savings against projected savings and ensure the guarantees included in the contract are met. Should the actual energy savings not be demonstrated during the M&V period, Willdan guarantees to compensate City for the difference.

FISCAL IMPACT:

The energy savings performance contract and project have no impact to the General Fund. Sufficient funds are budgeted in the Water Department’s Capital Improvement Budget within the Domestic Water fund.

COUNCIL GOAL:

Innovative and Efficient City Government
ATTACHMENTS:

1. Resolution to Adopt Required Findings and Execute Energy Savings Performance Contract

2. Energy Savings Performance Contract

3. Final Project IGA Report

Page 1 of 3 ends

RESOLUTION NO. ______________

MAKING FINDINGS REQUIRED UNDER
GOVERNMENT CODE SECTION 4217.10 TO
4217.18, AUTHORIZING CITY OF BAKERFIELD

TO ENTER INTO AN ENERGY SAVINGS

PERFORMANCE CONTRACT WITH WILLDAN

ENERGY SOLUTIONS FOR EFFICIENCY AND
INFRASTRUCUTRE IMPROVEMENTS PROJECTS.

WHEREAS, City of Bakersfield (“City”) selected Willdan Energy Solutions (“Willdan”) through a competitive Request for Qualifications (“RFQ”) process to support City with energy conservation design-build services; and WHEREAS, on August 27, 2025, City and Willdan entered Agreement No. 2025-164 the purpose of which was for Willdan to conduct an Investment Grade Audit (“IGA”) of City’s Water Department; and
WHEREAS, Willdan has completed the IGA, which includes an in-depth analysis of the financial aspects of energy savings and return on investment from changes or upgrades to City Water Department facilities that are in alignment with addressing core infrastructure needs and efficiency improvements; and WHEREAS, the scopes of work identified in the Energy Savings Performance Contract (“ESPC”) are a result of recommendations from the IGA, which prioritizes measures that include time-restricted incentives for equipment and upgrades based to various systems; and
WHEREAS, California Government Code Sections 4217.10 to 4217.18, authorizes City to enter into a ESPC for the implementation of energy-related improvements if the Council finds that is in the best interest of City to enter into such agreement and that the anticipated cost to the City for electrical energy or conservation services provided by Willdan under the contract will be less than the anticipated marginal cost to City of the electrical energy that would have been consumed by City in the absence of the actions contemplated in the ESPC; and WHEREAS, the anticipated cost to City for electrical energy or conservation services provided under the ESPC will be less than the anticipated marginal costs of City of electrical energy that would have been consumed by City in the absence of the implementation of the improvements under the ESPC; and WHEREAS, the total cost of the Project is $7,990,188 and if all measures are constructed, the anticipated lifetime (25-year) incentives and savings are estimated at $12,231,230 to $14,188,704 with a net lifetime Project savings of

Page 2 of 3 ends

$4,241,042 to $6,198,516; and
WHEREAS, staff has identified approximately $4,367,760 in capital outlay within the fiscal year 2025/2026 (FY25/26) and fiscal year 2026/2027 (FY26/27) Budget; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield as follows:

1. The above recitals are true and correct and incorporated herein by reference.

2. The Council hereby finds that it is in the best interest of City to enter into the Energy Savings Performance Contract.

I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held on _________, by the following vote:

AYES: COUNCIL MEMBER ARIAS, GONZALES, WEIR, SMITH, KOMAN, BASHIRTASH, KAUR NOES: COUNCIL MEMBER_________________________________________________________ ABSTAIN: COUNCIL MEMBER_________________________________________________________ ABSENT: COUNCIL MEMBER_________________________________________________________ _________________________________

JULIE DRIMAKIS, CMC
CITY CLERK AND EX OFFICIO of the
Council of the City of Bakersfield
APPROVED __________________
By: ___________________________

KAREN GOH
Mayor
APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney
By: ___________________________

MATTHEW COLLOM
Deputy City Attorney

Page 3 of 3 ends

COUNTERSIGNED:

By: ____________________________

RANDY MCKEEGAN
Finance Director

Page 1 of 61 ends

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

Page 2 of 61 ends

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.

Page 3 of 61 ends

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.

Page 4 of 61 ends

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.
[document continues]

Page 5 of 61 ends

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
[document continues]

Page 6 of 61 ends

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.

Page 7 of 61 ends

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

Page 8 of 61 ends

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;

Page 9 of 61 ends

(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.

Page 10 of 61 ends

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.

Page 11 of 61 ends

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

Page 12 of 61 ends

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.

Page 13 of 61 ends

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.

Page 14 of 61 ends

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

Page 15 of 61 ends

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.

Page 16 of 61 ends

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

Page 17 of 61 ends

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:

Page 18 of 61 ends

(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.

Page 19 of 61 ends

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.

Page 20 of 61 ends

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

Page 21 of 61 ends

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

Page 22 of 61 ends

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]

Page 24 of 61 ends

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

Page 25 of 61 ends

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,

Page 26 of 61 ends

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.

Page 27 of 61 ends

(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.

Page 28 of 61 ends

(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.

Page 29 of 61 ends

(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.

Page 30 of 61 ends

(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.

Page 31 of 61 ends

(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.

Page 32 of 61 ends

(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

Page 33 of 61 ends

(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

Page 34 of 61 ends

(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.

Page 35 of 61 ends

(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

Page 36 of 61 ends

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

Page 37 of 61 ends

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.

Page 38 of 61 ends

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.

Page 39 of 61 ends

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.

Page 40 of 61 ends

(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.

Page 41 of 61 ends

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

Page 42 of 61 ends

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

Page 43 of 61 ends

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.

Page 44 of 61 ends

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.

Page 45 of 61 ends

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.

Page 46 of 61 ends

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.

Page 47 of 61 ends

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

Page 48 of 61 ends

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

Page 49 of 61 ends

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

Page 50 of 61 ends

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.

Page 51 of 61 ends

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

Page 52 of 61 ends

(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.

Page 53 of 61 ends

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

Page 54 of 61 ends

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.

Page 55 of 61 ends

(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.

Page 56 of 61 ends

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.

Page 57 of 61 ends

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.

Page 58 of 61 ends

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.

Page 59 of 61 ends

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

Page 60 of 61 ends

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

Page 61 of 61 ends

𝑊𝑒𝑎𝑡ℎ𝑒𝑟 𝐴𝑑𝑗𝑢𝑚𝑒𝑛𝑡 𝑅𝑎𝑡𝑖𝑜 =
𝑆𝑖𝑚𝑢𝑙𝑎𝑡𝑒𝑑 𝑒𝑛𝑒𝑟𝑔𝑦 𝑢𝑠𝑖𝑛𝑔 𝑚𝑒𝑎𝑠𝑢𝑟𝑒𝑑 𝑖𝑟𝑟𝑎𝑑𝑖𝑎𝑛𝑐𝑒 𝑖𝑛 𝑝𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 𝑦𝑒𝑎𝑟 𝑆𝑖𝑚𝑢𝑙𝑎𝑡𝑒𝑑 𝑒𝑛𝑒𝑟𝑔𝑦 𝑢𝑠𝑖𝑛𝑔 𝑎𝑣𝑒𝑟𝑎𝑔𝑒 𝑖𝑟𝑟𝑎𝑑𝑖𝑢𝑎𝑛𝑐𝑒 𝑖𝑛 𝑎 𝑇𝑀𝑌 𝑦𝑒𝑎𝑟 Business Confidential - Willdan
Water Department
1000 Buena Vista
Solar PV & Battery Storage Project
September 18, 2026
Final IGA Report Version 2
Business Confidential - Willdan
Table of Contents
Final Project IGA Deliverable
Page # Report Section
3 - 9 Project Background & Goals
11 - 18 Scope of Work
20 - 25 Final Project Financials & Air-Quality Benefit
27 - 27 Implementation Planning
29 - 35 Appendix 1: Detailed Scope of Work
37 - 41 Appendix 2: Savings Calculations
43 - 46 Appendix 3: Performance Guarantee
48 - 48 Appendix 4: Savings Measurement & Verification
50 - 50 Appendix 5: PG&E Utility Rate Escalation
52 - 52 Appendix 6: Financial Disclosure
2 Business Confidential - Willdan
Project Background
and Goals
Business Confidential - Willdan
Project Goals
Fiscal Responsibility – Maximize electrical utility cost savings. ▪ Reallocate elsewhere in the Domestic Water Enterprise Fund operational budget. (minimum $414,000 per year)
▪ Hedge against future utility rate escalation.
(average ~10.2% increase each year over last 5-years)
Asset Ownership – Water Dept retains ownership of assets. Realizes full benefit of the savings rather than a PPA.

System Sizing and Optimal Generation – Offset as much electrical spend as possible. Avoid diminishing returns of selling power back to the grid.

Air-Quality Benefit – Cleaner air and reduced pollutants of City owned infrastructure and equipment for the Community.

Leverage All Available Funding Sources – Including federal, state, and regional grants, incentives, etc.
4 What are the project goals for 1000 Buena Vista?
1 2
3 4
5 Business Confidential - Willdan
Project CIP History
Municipal Water Enterprise Fund (MWF) already had this project programmed
▪ The Solar PV and BESS project has been a well-thought out and planned CIP Project for the Municipal Water Fund.
▪ It was incorporated in the 2025 Supplemental Rate Study for Rate Increase through Prop 218.
▪ Budget Authority was approved for the project through FY 2026 and FY 2027 Budget Process.
▪ CIP Dollars approved through the Rate Study are not changed, just reallocated as the Water Department has experienced cost savings from other CIP projects. ▪ No New Dollars are being requested at this time.

The Water Department believes in the economics of this project; that it will showcase fiscal responsibility by the MWF and benefit the ratepayers both in the near- and long-term. 5 Background on the Budget Authority Approved for the Project 1 Business Confidential - Willdan
Water Rate Payer Benefits
Annual budget savings and one-time Federal ITC tax credits will be reallocated for other uses; along with hedging against future utility cost escalation ▪ Annual dollar savings will be significant ($382K) and reallocated for other priority needs currently in the MWF budget.
▪ By implementing the project, the Water Department will be saving guaranteed units (kWh).
▪ There will also be a rate tariff shift to a more favorable rate structure. ▪ Regular PG&E utility increases will continue to exacerbate the MWF overall operational budget – having to find funds elsewhere and eventually build into future water rate increases to accommodate for rising utility costs (~$3M increase city-wide in last 2 years).

This is an area of the Municipal Water Fund budget the Water Department has the ability to control and will be one contributor – of many being explored by the Domestic Water Fund – to help reduce the impact of future rate increases. Along with obtaining $3.5M in free Federal tax credits that are going away. 6 How Will this Project Help Ease Future Rate Burdens?
2 Business Confidential - Willdan
Project Updates
Removed EV Chargers and Infrastructure Scope
▪ While the EV Project will need to be implemented in the near future at this location, it has been fully removed from this project.
▪ This also included a measurable amount of site work costs taken out as well.
▪ Overall, reduced the first cost by over $1M dollars.
▪ Was also pulling down the overall ROI created by the Solar PV and Battery Project due to a higher payback period.

Want to focus on the core goal of the project which is the economic benefit by implementing the Solar PV and Battery technologies at the site.
7 What Updates Have Been Made to the Project and Why?
3 Business Confidential - Willdan
Contracting Clarification
The City is Utilizing Energy Savings Performance Contracting (ESPC) to leverage energy savings and Guaranteed Maximum Price Contracting (GMAX) to Avoid Change-Orders ▪ SB 4217 enables ESPC for cities and other public agencies as an alternative contracting delivery method to help reduce energy-related operational costs and to also control construction costs, providing a more reliable project outcome.
▪ This was a stated goal of this Council back in 2024 when the City solicited RFPs to select a DesignBuild/Energy Services parter. ▪ In that RFP, it was very clearly written the requirement for a GMAX contract; meaning no changeorders from the contractor. ▪ Willdan provides a GMAX price to the City – it contractually means it will be the maximum price for the City – unless change orders are requested by the City. Not Willdan. ▪ Thus, the amount of City “Allowances” and “Contingency” built into this contract.

The City controls the use of these funds over the course of the construction. They will be reconciled with the project accounting – not come to the City Council as change-orders to increase the project cost. Any unused funds will be returned to the City at the completion of construction.
8 Addressing the Expressed Concerns Regarding Change-Orders 4 Business Confidential - Willdan
“Doing Nothing Scenario”
Immediate Utility Savings – Year 1 dollar savings for the Interface Facility and Water Resources Office Building is $382,732 which is 56% savings from baseline costs.

Hedge Against Future Utility Rate Escalation – Protect the Water Department budget in upcoming years by hedging against future utility rate escalation.

Project Showcases Fiscal Responsibility in this Economic Climate– Will contribute significantly to helping reduce future water rate increases and overall rate-payer burden in the future.
9 Fundamental Economic Reasons to Implement this Project 1 2
3 “Do Nothing Scenario” – How much will utilities cost at 1000 Buena Vista in 10-Years if the Water Department does not implement this project?
By using 8% escalation which is already being proposed
by PG&E for 2027 (and less than the 10.2% average over
the last 5-years) the Water Department can expect utility costs to increase from Current FY 2027 $682,300 to
$1,473,035 in FY 2037 which is a 216% increase.

Interface Pumping Facility Expansion
▪ Planning expansion of system in next 5-10
years including adding more pumps to the
location
▪ Will increase the load at the location
significantly
▪ This will increase the importance of hedging
against future utility rate increases
▪ Exploring Resiliency through a microgrid to
protect the Water System and adding more
Solar PV will make sense at that time
Business Confidential - Willdan
Scope of Work
Business Confidential - Willdan
Solar PV and BESS
Carport Canopy Solar PV
▪ Goal: Match the necessary load without
unnecessary exporting to PG&E.
▪ Seven carports
▪ Total system size = 511 kWdc
▪ 465.4 kWdc serving Interface Pumping
Station
▪ 45.8 kWdc to serve the office building
Battery Energy Storage System (BESS)
▪ Goal: Substantial peak demand shaving in
peak and off-hours and self-consumption of
PV generation.
▪ System size = Tesla Megapack 2XL - 612 kW
/ 2448 kWh
11 Business Confidential - Willdan
Solar PV and BESS
Interface Pumping Station System
Solar PV System
▪ Estimated production 734,000 kWh/yr
▪ 44% offset of annual electricity usage
▪ 14% exported to grid
BESS
▪ Dispatch Strategy - Stacking Demand Charge Management & Energy Arbitrage
▪ Import Only from PG&E, charge from grid or PV
Modeling Assumptions:
▪ Rate switch from B19 to B19 Option S
▪ Option S rate reserved until 9/10/27 (confirmed by PG&E on 3/10/26)
▪ PG&E Rates Effective 9/1/25
Water Resources Office Building System
Solar PV System
▪ Estimated production 70,800 kWh/yr
▪ 78% offset of annual electricity usage
▪ 37% exported to grid
Example Summer Day
Example Winter Day
12 Business Confidential
- Willdan
Civil Work
Parking Lot Redesign ▪ Goal: Expand parking, provide paved stalls for new EVCS (from Fleet EV
Project), and provide an additional
access point from parking lot to work
area.
▪ Civil Engineering will be finalized by
Willdan following geotechnical soils
study.
▪ Installation can be completed by
Willdan as part of the project as well
and coordinated with all other
scopes.

BESS Foundation and Pad ▪ Goal: Include a BESS foundation with turndown beams in lieu of a retaining
wall. Soils and GeoTech testing will
be necessary to finalize this design.
13 Business Confidential - Willdan
Benefits of Solar PV Parking Canopies
Solar Carports Turn Parking Areas into Dual-Use
Infrastructure
They do not require new land and convert existing paved and gravel surfaces into power generating assets.
1) Generate electricity and reduce building and
infrastructure electrical demand
2) Shade vehicles
3) Reduce heat on asphalt
4) Protect vehicles from the sun, rain, and other weather 5) Support EV charging
6) Improve employee satisfaction
7) Increase the value of the City-owned property
14 Business Confidential - Willdan
Electrical
Surge Protection Devices (SPDs)
▪ Goal: Ensure protection of critical Interface Facility pumping equipment and domestic water infrastructure.
▪ SPDs will be installed at all DER distribution equipment including the PV AC combiner panels, and at the existing main switchboards for both the Interface Pump Station and the Water Resources Office.
▪ The multiple SPDs and isolation transformer in combination with advanced DER energy meters and software monitoring package are included.
▪ Power Quality: Power quality testing will be conducted preand post- project installation to establish a baseline and identify if any impacts arise as a result of DER system installation.
15 Business Confidential - Willdan
Solar PV & BESS Renderings
Canopies 1-5 Serve Interface Terminal, 6-7 Serve Resources Office 16 Battery
Storage
System
Location
1 3 2
4 5
6 7
Business Confidential - Willdan
BESS Rendering
17 BESS Enclosure, DER Panel & Concrete Pad/Bollards
Business Confidential - Willdan
Solar PV Canopy Clearances Renderings
18 Heavy Duty Equipment Approach to Yard from Buena Vista Rd 24’

17.7’ 14’
Business Confidential - Willdan
Final Project
Financials & AirQuality Benefit
Business Confidential - Willdan
Overview & Updates | Turnkey Costs, Grants & Incentives 20 Solar PV & BESS
▪ Solar PV ITC: With the decision by the City to not Safe Harbor the Solar Modules by July 3, 2026, the only other option to obtain all, or some, of the ITC tax credit will be to have full PG&E PTO (“permission to operate”) and system energized by December 31, 2027. This will be challenging, but the Willdan team is working diligently on a Project Schedule and ways to fast-track the equipment deliveries and expedite the interconnection agreement with PG&E. ▪ BESS Down Payment Reconciliation: The cost to Safe-Harbor the Tesla Battery is included in the overall cost of the total BESS solution. Once construction commences and invoicing happens on a monthly basis, Willdan will credit the Water Department back the full down payment amount of $344,240 itemized on the first or second invoice when all other equipment and materials are being ordered.
▪ Self Generation Incentive Program (SGIP): SGIP Application for BESS submitted in October to Waitlist, however the SGIP program closed as of 1/1/26, and all project applications still on waitlists were cancelled. Willdan will monitor in case of future program re-funding.

Parking Lot Upgrades (Civil)
▪ Civil Scope of Work: The 1000 Buena Vista Civil SOW has been bid and is a final turnkey price in the project financials.
▪ The Civil SOW Allowance in the current final pricing will be trued up via change order once the project is contracted and Schedule of Values / Invoicing process has begun.

Business Confidential - Willdan
Overview & Updates | Turnkey Costs, Grants & Incentives 21 Turnkey GMAX Project Costs Include: Engineering/design, program management, PG&E coordination and interconnection, grant and incentive applications and processing, procurement, fixed-price GMAX contract, subcontractor materials and labor, construction management, commissioning, training, close out, warranty, performance guarantees, M&V, and support services.

Expected Useful Life (EUL) of Equipment & Infrastructure:
▪ Solar Photovoltaic Modules: 25-30 year EUL.
▪ Solar PV Inverters: String Inverters. 10-year warranty. 10-15 year EUL.

Replacement included in cash flows in 2042.
▪ Battery Energy Storage System: Tesla Megapack 20-year extended warranty included, requires ongoing O&M past Year 1 (included in cash flow). 18-20 year EUL.
▪ Electrical Switchgear: 25+ years.
▪ Electrical Infrastructure: 30+ years.
▪ “Average Weighted-EUL” of all components of the scope of work exceeds 25-year Expected Useful Life (“EUL”).

Focused on Addressing Council Members Concerns Regarding the Simple Payback and ROI of the PV and Battery
▪ Energy Projects/Equipment is now broken out from General Construction scopes to better depict simple payback and return on investment relative to to the equipment’s useful life.

Important Variables Included in Cash
Flows:
▪ Electricity Rate Escalation: 5%
▪ Inflation Rate: 3%
▪ O&M Escalation Rate: 3%
▪ PV Degradation Rate: 0.5%
▪ BESS Degradation Rate: 3%
▪ Inverters (7) Replacement: 2042
Business Confidential - Willdan
Solar and Battery Project
22 FINANCIAL NOTES:
▪ Reduced First Cost from Original Project: $1,222,437
▪ Range of ITC Incentives: $3.5M - $1.5M
▪ Net Cost to Municipal Water Fund: $4.48M - $6.44M
▪ Range of Energy Projects Payback: 9.54 - 14.65 years
Financial Tables Overview & Reorganization: Full Solar PV, BESS, and associated Parking Lot Upgrades are included. EV scope has been completely removed. Project will utilize budget funds already programmed in the CIP for FY 2026 and FY 2027. Due to the risk of not obtaining the Solar PV ITC, Best- and Worst- Scenarios are provided. The Energy Projects and General Construction Scopes have been separated. It is unfair to penalize the payback and ROI of the Solar PV and BESS with non-ROI Parking Lot and Civil Upgrades.

Category Project GMAX Turnkey Cost Incentives Water Dept Net Cost Utility Savings Payback Energy Projects Carport Solar PV Systems & Interface BESS $7,153,670 $3,503,415 $3,650,255 $382,732 9.54 General Construction Parking Lot Upgrades, City Contingency (2.5%) & Const. Allowances (3.8%) $836,518 $836,518 Project Totals $7,990,188 $4,486,773
Category Project GMAX Turnkey Cost Incentives Water Dept Net Cost Utility Savings Payback Energy Projects Carport Solar PV Systems & Interface BESS $7,153,670 $1,545,941 $5,607,729 $382,732 14.65 General Construction Parking Lot Upgrades, City Contingency (2.5%) & Const. Allowances (3.8%) $836,518 $836,518 Project Totals $7,990,188 $6,444,247
Updated Project - Worst Case Scenario
Updated Project - Best Case Scenario
PROJECT BENEFITS:
▪ Begin reallocating $382K per year of net positive cash flow in OPEX budget for other uses. ▪ Utilize $3.5 – 1.5M in tax credits for other priority CIP projects. ▪ One of many similar projects that the Water Department can implement to help reduce future rate-payer burdens and hedge against future utility rate escalation.

Business Confidential - Willdan
Solar and Battery Project
*Note: Willdan Performance Engineering is not acting as a Financial Advisor. Project Financial Scenarios are provided as illustrative and for example purposes only. 23 ▪ Projected Federal Investment Tax
Credit (ITC): $3,503,415
▪ Minimum Net Total OPEX Savings
Over Project Duration:
$10,685,289
▪ Net Program Benefit
(NPV positive cash flow):
$6,198,516
▪ Return on Investment
(Simple ROI): 77.6%
▪ Return on Investment
(IRR): 7.6%
Total Project Cost: $7,990,188
Replace Inverters (7): 2042
Utility Escalation Rate: 5.0%
O&M Escalation Rate: 3.0%
Inflation Rate: 3.0%
PV Degradation Rate: 0.5%
BESS Degradation Rate: 3.0%
Cash Flow Assumptions
Year
PV Electrical
Savings
BESS Electrical
Savings PV O&M Costs

BESS O&M
Costs CIP Funds
PV ITC
Tax Credit
(Estimate)

BESS ITC
Tax Credit
Net Annual
Cash Flow
Const. $0 $0 $0 $0 ($7,990,188) $0 $0 ($7,990,188)
2028 $104,632 $278,100 Included Included $0 $1,957,474 $1,545,941 $3,886,147 2029 $109,340 $283,662 Included ($9,476) $0 $0 $0 $383,526 2030 $114,261 $289,335 Included ($9,760) $0 $0 $0 $393,836 2031 $119,402 $295,122 ($14,378) ($10,053) $0 $0 $0 $390,093 2032 $124,776 $301,024 ($14,810) ($10,355) $0 $0 $0 $400,636 2033 $130,391 $307,045 ($15,254) ($10,665) $0 $0 $0 $411,516 2034 $136,258 $313,186 ($15,712) ($10,985) $0 $0 $0 $422,747 2035 $142,390 $319,449 ($16,183) ($11,315) $0 $0 $0 $434,341 2036 $148,797 $325,838 ($16,668) ($11,654) $0 $0 $0 $446,313 2037 $155,493 $332,355 ($17,169) ($12,004) $0 $0 $0 $458,676 2038 $162,490 $339,002 ($17,684) ($12,364) $0 $0 $0 $471,445 2039 $169,802 $345,782 ($18,214) ($12,735) $0 $0 $0 $484,636 2040 $177,443 $352,698 ($18,761) ($13,117) $0 $0 $0 $498,264 2041 $185,428 $359,752 ($19,323) ($13,511) $0 $0 $0 $512,347 2042 $193,773 $366,947 ($77,583) ($13,916) $0 $0 $0 $469,221 2043 $202,492 $374,286 ($20,500) ($14,333) $0 $0 $0 $541,945 2044 $211,605 $381,772 ($21,115) ($14,763) $0 $0 $0 $557,498 2045 $221,127 $389,407 ($21,749) ($15,206) $0 $0 $0 $573,579 2046 $231,078 $397,195 ($22,401) ($15,662) $0 $0 $0 $590,209 2047 $241,476 $405,139 ($23,073) ($16,132) $0 $0 $0 $607,410 2048 $252,342 $0 ($23,765) $0 $0 $0 $0 $228,577
2049 $263,698 $0 ($24,478) $0 $0 $0 $0 $239,220
2050 $275,564 $0 ($25,213) $0 $0 $0 $0 $250,352
2051 $287,965 $0 ($25,969) $0 $0 $0 $0 $261,996
2052 $300,923 $0 ($26,748) $0 $0 $0 $0 $274,175
$4,662,947 $6,757,099 ($496,749) ($238,007) ($7,990,188) $1,957,474 $1,545,941 $6,198,516 Financial Benefits
Business Confidential - Willdan
Air Quality Benefits
Combined Air Quality and City of Bakersfield
Environmental Annual Benefit from the Solar PV
Project is:

These are annual amounts projected for the project:

Solar PV Systems = 406 Metric Tons of CO2e
This is the equivalent to carbon sequestered by
planting 6,713 trees in Bakersfield
All conversions & equivalencies calculated using the EPA’s “Greenhouse Gas Equivalencies Calculator”:
https://www.epa.gov/energy/greenhouse-gas-equivalenciescalculator 24 Business Confidential - Willdan
Implementation
Planning
Business Confidential - Willdan
Construction Planning
26 Long Lead Time Equipment
▪ BESS
▪ Tesla will not agree to a delivery date until NTP, and engineering approvals are provided. ▪ Willdan provided Tesla engineering documentation in mid-January 2026, still awaiting feedback.

Current delivery time is projected to be ~Q2 2027. Looking into fast-ship options. ▪ Solar PV
▪ Electrical infrastructure (xfmrs, switchgear, etc) are still experiencing moderate lead times of 5- 10 months.
▪ Domestic Content PV modules are in high demand, so that will be priority to secure order.

Pre-Construction Planning Meetings
▪ Upon full execution of the ESPC construction contract with the City, Willdan Construction Team will immediately work to get subcontracts executed and initiating submittal process. ▪ Will continue to keep our regular meetings which will shift to being led by the Construction Team. ▪ Detailed Construction Schedule will be completed.
▪ Schedule of Values, billing and invoicing agreed upon. ▪ Permitting process completed.
▪ Numerous onsite planning activities will commence.
▪ Formal Construction Kickoff Meeting conducted prior to onsite work.

Project Schedule & Schedule of Values
▪ The Willdan Construction Team cannot accurately create a preliminary Construction Schedule or Schedule of Values until the contract is executed with the City and subcontracts, completed and lead times confirmed.

Business Confidential - Willdan
Appendix 1: Detailed
Scope of Work
Business Confidential - Willdan 28
▪ This Project includes the complete design, engineering, procurement, installation, testing, commissioning, and placement into operation of Solar Photovoltaic (PV) Systems and a Battery Energy Storage System (BESS). ▪ All systems will be fully integrated, code-compliant, utility-interconnected, and operational in accordance with the ESPC Documents, including Drawings and Specifications.
1) Solar PV Systems:
▪ Carport Canopy Solar PV System - 465.43 kWdc.
▪ Carport Canopy Solar PV System - 45.75 kWdc
▪ Work includes:
▪ Design and construction of solar canopy structures over designated parking areas. ▪ Installation of photovoltaic modules mounted to structural steel canopy systems. ▪ Installation of inverters, combiner panels, disconnect switches, and related balance-of-system components. ▪ DC and AC wiring, conduit systems, overcurrent protection devices, and interconnection equipment. ▪ Integration into the existing facility electrical distribution system. ▪ Installation of energy production metering and monitoring equipment. ▪ LED canopy lighting integrated into the existing lighting control system (as applicable). ▪ Utility interconnection and coordination to achieve Permission to Operate (PTO). ▪ Scope of Work includes the same elements as above, scaled appropriately for system size and site conditions.

Solar PV Systems & Battery Energy Storage
Business Confidential - Willdan 29
2) Battery Energy Storage System (BESS)
▪ Tesla Megapack 2XL - 612 kW / 2,448 kWh.
▪ Work includes:
▪ Design and installation of manufacturer-compliant foundation system. ▪ Delivery and placement of Tesla Megapack 2XL unit.
▪ Integration with facility electrical infrastructure.
▪ Installation of required switch gear, protection relays, and power control systems. ▪ Compliance with NFPA 855, California Fire Code, PG&E Rule 21, UL 3141, UL 1741 SA/SB, and IEEE 1547. ▪ Fire Alarm System upgrade for Water Resources Office. ▪ Installation of required fire safety clearances and access pathways. ▪ Metering, monitoring, and control integration.
▪ Commissioning in coordination with manufacturer and City. ▪ Submission of all manufacturer documentation and testing records. ▪ The BESS will be fully operational and capable of performing demand management, energy arbitrage, and applicable incentive program participation functions.

Solar PV Systems & Battery Energy Storage
Business Confidential - Willdan 30
The scope of work includes civil, structural, and electrical engineering required to design, permit, and construct the systems. ▪ Electrical Engineering
▪ Stamped electrical plans and calculations.
▪ Single-line diagrams and protection coordination.
▪ Arc flash analysis.
▪ Verification of interconnection feasibility.
▪ Utility coordination drawings.
▪ Electrical as-built documentation.
▪ Civil Engineering
▪ Site layout modifications for parking expansion and
curb/ramp adjustments (shown in drawings).
▪ Trenching layouts.
▪ Drainage considerations within designated work areas. ▪ Preparation of permit-ready parking civil plans.
▪ Incorporation of redlines into final as-built drawings. ▪ Structural Engineering
▪ Structural calculations and stamped engineering
drawings.
▪ Foundation design based on assumed 14-foot
caisson depth minimum for all canopy column
foundation.
▪ Column concrete abutments 30” above-grade.
▪ Evaluation of existing soils conditions to determine
best method for solar canopy structures
foundations.
▪ Design of solar canopy structures.
▪ Evaluation of existing structural interfaces.
▪ Concrete scanning where required.
▪ Minimum canopy clearance of 14’-6”.
▪ Galvanized structural steel systems.

Design & Engineering Services
Business Confidential - Willdan 31
The scope of work includes all labor, materials, equipment, and supervision necessary to complete the systems described.

Construction Activities
▪ Site preparation within designated work areas.
▪ Excavation and foundation installation.
▪ Installation of canopy steel structures.
▪ Solar module mounting and wiring.
▪ BESS placement and electrical integration.
▪ Conduit trenching or directional boring.
▪ Grounding and surge protection systems.
▪ Required labeling and code-compliant placards.
▪ Restoration of disturbed asphalt, concrete, landscaping, irrigation, and striping within work limits.
▪ All work will be performed during normal business hours 7am-4pm.
▪ Single mobilization for construction.

Construction & Installation
Construction Management
▪ Willdan Prime Contractor.
▪ Regional Director, Sr. Construction Manager, Site
Superintendents, Field Engineers.
▪ Present onsite throughout the construction.
▪ Manage Client and subcontractor meetings.
▪ Schedule, 3-Week Look-Ahead, Meeting Minutes,
Progress Reports, etc.
▪ Close coordination with Water Dept. throughout
entire implementation.
▪ Manage Schedule of Values and invoicing.
▪ Manage training.
▪ Punch lists.
▪ O&M Manuals and project documents delivery.
▪ Warranties.
▪ Closeout.
▪ Transition to M&V and Support Services Team.

Business Confidential - Willdan 32
Functional Testing of PV, BESS, and EV Systems
▪ Verification of system performance.
▪ Utility witness testing (if required).
▪ Sixteen (16) hours of formal training sessions covering operation and maintenance.
▪ Delivery of digital O&M manuals.
▪ Delivery of warranty documentation.
▪ Permit closeout and utility PTO documentation.

Warranties and Services
Solar PV
▪ 1-year workmanship warranty.
▪ 12-year module product warranty.
▪ 25-year module performance warranty.
▪ 10-year inverter warranty (minimum).
▪ 25-year mounting system warranty.
▪ Three (3) years O&M services.
▪ Routine maintenance adjustments, replacements, and
cleaning.
▪ Documentation of maintenance and warranty items.
▪ Three (3) years of monitoring services.

Warranties and Services
BESS
▪ 20-year manufacturer warranty.
▪ One (1) year workmanship warranty.
▪ One (1) year preventative maintenance services. Each
year following will require an annual O&M payment
directly with Tesla to keep the manufacturer warranty.

This is included in the cash flows.
▪ Performance reporting support.

Commissioning, Training, Warranties & Support
Business Confidential - Willdan 33
Solar Monitoring
▪ Revenue-grade production metering.
▪ Minimum 15-minute interval data recording.
▪ Remote access capability for City.
▪ Ethernet or cellular communication.

BESS Monitoring
▪ Manufacturer-integrated monitoring platform.
▪ Performance reporting compatible with SGIP (if becomes applicable). ▪ Remote software update capability.

Monitoring & Controls
Business Confidential - Willdan 34
The following are excluded unless specifically amended:
▪ Hazardous material abatement.
▪ ADA upgrades not shown in ESPC documents.
▪ Improvements outside defined scope of work areas.
▪ Major subsurface remediation due to unknown soil conditions. ▪ Rock excavation requiring specialized mechanical pulverizing. ▪ Third-party testing beyond standard Authority Having Jurisdiction Inspections. ▪ Preventative maintenance for BESS beyond Year 1.
▪ City IT infrastructure upgrades beyond designated system connection points. ▪ Expedited procurement unless separately authorized.
▪ Additional fire protection measures required by the Authority Having Jurisdiction beyond those identified in the ESPC documents. ▪ Relocation of existing underground utilities not shown in City-owned provided documents and not reasonably discoverable through standard utility locating procedures.
▪ Responsibility for City network modifications.
▪ Responsibility for cybersecurity compliance beyond equipment standards. ▪ Compliance with Domestic Content requirements is based on manufacturer certifications available at time of procurement.

Contractor does not guarantee final IRS determination.
▪ SOW 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. ▪ 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.

Work Exclusions
Business Confidential - Willdan
Appendix 2: Savings
Calculations
Business Confidential - Willdan
Solar PV & BESS Savings Calculations
36 Summary
▪ Baseline Utility Bill Calculation: Utility bills are calculated using 15min interval data and the applicable PG&E rate tariffs for each meter.
▪ Resources Bldg: B-10 Secondary
▪ Interface Terminal: B-19 Secondary
▪ Solar PV: Hourly simulation profiles are created in Helioscope to model Year 1 solar PV generation and then fed into the interval data analysis to apply the avoided cost for offset electricity usage as well as estimated credits for exports to the grid. ▪ BESS: Battery storage charging and discharging patterns are modeled using the energy management software (EMS) that will be installed along with the system. Energy Toolbase (EMS provider) provides the charging/discharging algorithm used to maximize dollar savings at the site.
▪ Rate Switch: For the Interface Terminal, a rate switch to Option S was modeled, as it yields the highest overall savings. ▪ Option S is a pilot program for select PG&E rate tariffs where customers install battery storage. It adjusts the demand charge calculation to be set on a daily basis rather than a monthly basis. This way, if there is higher than expected site demand, it only affects the charges for the single day, instead of an entire month. ▪ Time of Use (TOU) Analysis: The following slides illustrate the output tables of the Energy Toolbase utility rate analysis, showing the projected utility spend:
▪ Baseline scenario: No solar PV or BESS installed
▪ DER Savings & Rate Switch: PV + BESS installed and applicable rate switch modeled Business Confidential - Willdan
Interface Terminal: Baseline
37 Start Date End Date Season On Peak Part Peak Off Peak Super Off
Peak
NC / Max On Peak Part Peak Other NBC Energy Demand Total 1/1/2024 2/1/2024 W1 20,107 74,903 244 244 $1,849 $2,699 $10,507 $10,350 $25,405 2/1/2024 3/1/2024 W1 17,789 67,607 154 154 $1,729 $2,426 $9,427 $6,533 $20,115 3/1/2024 4/1/2024 W2 21,117 60,473 21,500 307 232 $1,849 $2,929 $9,694 $12,783 $27,254 4/1/2024 5/1/2024 W2 20,274 59,423 18,979 418 331 $1,789 $2,803 $9,406 $17,453 $31,452 5/1/2024 6/1/2024 W2 26,591 83,463 19,844 588 448 $1,849 $3,690 $12,775 $24,495 $42,809 6/1/2024 7/1/2024 S 35,320 31,399 101,604 738 595 577 $1,789 $4,782 $21,016 $67,955 $95,542 7/1/2024 8/1/2024 S 44,794 37,865 131,948 733 571 612 $1,849 $6,097 $26,690 $66,870 $101,506 8/1/2024 9/1/2024 S 44,726 35,934 132,457 732 551 552 $1,849 $6,055 $26,464 $65,043 $99,410 9/1/2024 10/1/2024 S 41,034 32,842 114,992 660 481 547 $1,789 $5,366 $23,619 $58,368 $89,142 10/1/2024 11/1/2024 W1 40,726 129,464 608 443 $1,849 $4,835 $19,093 $25,263 $51,040 11/1/2024 12/1/2024 W1 26,421 83,265 455 367 $1,789 $3,116 $12,315 $19,020 $36,240 12/1/2024 1/1/2025 W1 21,583 73,343 258 238 $1,849 $2,697 $10,584 $10,880 $26,010 Total 360,482 138,040 1,112,942 60,323 $21,826 $47,495 $191,588 $385,014 $645,924 Bill Date Ranges Energy Before PV/ESS (kWh) Max Demand Before PV/ESS (kW) Charges Before PV/ESS ($) Other: Fixed Utility
Customer Charges
NBC: Non-Bypassable
Charges (cannot be offset via
PV exports to grid)
Business Confidential - Willdan
PV & BESS Installed with Rate Switch to Option S
38 Start Date End Date Season NC / Max On Peak Part Peak Other NBC Energy Demand Total 1/1/2024 2/1/2024 W1 140 140 $1,849 $1,884 $8,796 $3,452 $15,981 2/1/2024 3/1/2024 W1 127 126 $1,729 $1,481 $6,776 $2,406 $12,392 3/1/2024 4/1/2024 W2 253 96 $1,849 $1,568 $6,415 $4,576 $14,407 4/1/2024 5/1/2024 W2 181 0 $1,789 $957 $3,637 $3,117 $9,500 5/1/2024 6/1/2024 W2 235 73 $1,849 $1,924 $7,676 $4,136 $15,584 6/1/2024 7/1/2024 S 337 0 0 $1,789 $2,569 $16,170 $5,803 $26,331 7/1/2024 8/1/2024 S 645 0 391 $1,849 $4,297 $26,441 $11,138 $43,725 8/1/2024 9/1/2024 S 478 0 478 $1,849 $4,066 $25,691 $8,269 $39,874 9/1/2024 10/1/2024 S 415 0 0 $1,789 $3,825 $24,347 $7,146 $37,108 10/1/2024 11/1/2024 W1 352 0 $1,849 $3,623 $16,515 $6,061 $28,048 11/1/2024 12/1/2024 W1 287 0 $1,789 $2,316 $10,420 $4,942 $19,467 12/1/2024 1/1/2025 W1 166 138 $1,849 $2,006 $9,217 $3,028 $16,100 Total $21,826 $30,514 $162,101 $64,075 $278,517
Bill Date Ranges Max Demand After PV/ESS Charges After PV/ESS ($) Total Simulated Y1 Utility Bill Savings:
$645,924 - $278,517 = $367,407
Interface Terminal
Business Confidential - Willdan
Resources Building: Baseline
39 Max
Demand
Before PV
(kW)
Start Date End Date Season On Peak Part Peak Off Peak
Super Off
Peak
NC / Max Other NBC Energy Demand Total
1/1/2024 2/1/2024 W1 899 4,350 18 $361 $149 $1,201 $399 $2,110 2/1/2024 3/1/2024 W1 768 3,720 17 $338 $128 $1,027 $377 $1,869 3/1/2024 4/1/2024 W2 800 2,860 1,281 19 $361 $141 $1,082 $421 $2,005 4/1/2024 5/1/2024 W2 1,023 3,063 1,438 23 $350 $157 $1,214 $510 $2,231 5/1/2024 6/1/2024 W2 1,672 3,575 1,939 28 $361 $205 $1,589 $620 $2,776 6/1/2024 7/1/2024 S 2,304 2,102 6,135 37 $350 $300 $2,817 $820 $4,287 7/1/2024 8/1/2024 S 3,308 2,851 8,178 44 $361 $408 $3,848 $975 $5,593 8/1/2024 9/1/2024 S 2,514 2,348 6,872 38 $361 $334 $3,132 $842 $4,669 9/1/2024 10/1/2024 S 2,298 1,940 5,409 38 $350 $275 $2,597 $842 $4,063 10/1/2024 11/1/2024 W1 1,640 5,900 36 $361 $215 $1,737 $798 $3,111 11/1/2024 12/1/2024 W1 846 3,427 13 $350 $122 $982 $288 $1,741 12/1/2024 1/1/2025 W1 934 3,903 16 $361 $138 $1,110 $355 $1,964 Total 19,006 9,241 57,392 4,658 $4,265 $2,572 $22,336 $7,246 $36,419 Bill Date Ranges Energy Before PV/ESS (kWh) Charges Before PV ($) Business Confidential - Willdan
Resources Building: Utility Bill After PV Installed
40 Total Simulated Y1 Utility Bill Savings:
$36,419 - $21,094 = $15,325
Max Demand After
PV (kW)
Start Date End Date Season On Peak Part Peak Off Peak Super Off Peak
On Peak Part Peak Off Peak Super Off
Peak
NC / Max Other NBC Energy Demand Total
1/1/2024 2/1/2024 W1 832 1,659 68 2,691 17 $361 $103 $769 $377 $1,610 2/1/2024 3/1/2024 W1 569 204 199 3,516 14 $338 $75 $540 $310 $1,264 3/1/2024 4/1/2024 W2 212 1,411 (1,878) 588 1,449 3,159 15 $361 $77 $580 $332 $1,351 4/1/2024 5/1/2024 W2 50 953 (2,639) 972 2,110 4,077 17 $350 $72 $552 $377 $1,351 5/1/2024 6/1/2024 W2 410 937 (2,910) 1,262 2,639 4,849 15 $361 $80 $585 $332 $1,358 6/1/2024 7/1/2024 S 951 327 543 1,353 1,776 5,592 23 $350 $123 $1,087 $510 $2,068 7/1/2024 8/1/2024 S 1,929 1,054 2,612 1,379 1,797 5,566 27 $361 $194 $1,803 $598 $2,957 8/1/2024 9/1/2024 S 1,370 630 1,760 1,144 1,718 5,112 22 $361 $153 $1,363 $488 $2,365 9/1/2024 10/1/2024 S 1,588 526 1,111 710 1,414 4,297 21 $350 $139 $1,281 $465 $2,235 10/1/2024 11/1/2024 W1 1,209 1,204 431 4,696 21 $361 $116 $880 $465 $1,822 11/1/2024 12/1/2024 W1 785 (83) 60 3,510 13 $350 $78 $545 $288 $1,260 12/1/2024 1/1/2025 W1 900 1,227 34 2,676 13 $361 $94 $710 $288 $1,453 Total 10,805 2,537 13,538 (7,427) 8,200 6,705 43,854 12,085 $4,265 $1,303 $10,695 $4,831 $21,094 Bill Date Ranges Energy After PV (kWh) PV Generation (kWh) Charges After PV ($) Business Confidential - Willdan
Appendix 3:

Performance
Guarantee
Business Confidential - Willdan
Guarantee Phase Contract Sum
42 Summary
▪ City will pay Willdan 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:
▪ 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, Willdan reserves the right to cancel the Energy Savings Guarantee as outlined in the ESPC Contract.

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
Business Confidential - Willdan
Guaranteed Energy Savings
43 Solar Photovoltaic Savings Guarantee
▪ Willdan guarantees that the 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:
▪ 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.

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
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
Business Confidential - Willdan
Guaranteed Energy Savings
44 Battery Energy Storage System Guarantee
▪ Willdan and City agree that an additional energy savings of $278,100 annually is achieved as guaranteed at the Water Department Interface Facility from Battery Energy Storage System installation. No further tracking or monitoring of these savings will take place.

Why Stipulated Savings are Appropriate for BESS
▪ Unlike Solar PV – where energy production is driven by a well-understood, measurable input (irradiance) and decades of degradation data – the financial performance of a Battery Energy Storage System depends on variables that are largely outside the control of the system owner or installer, and that change unpredictably over the life of the contract. ▪ The core issue is that BESS value is market- and tariff-dependent, not asset-dependent. A solar panel's output can be guaranteed because it is a function of the equipment itself. A BESS's savings, by contrast, are a function of how the system is dispatched against a rate structure and load profile, both of which shift over time. Specifically:
▪ Utility rate changes. Demand charges, time-of-use differentials, and rate structures are revised by the utility periodically, sometimes in ways that significantly increase or decrease the arbitrage opportunity. A rate restructuring could compress or eliminate the spread the BESS was designed to capture - or expand it.
▪ Load profile variability. The customer's own electricity consumption patterns drive how much demand can realistically be shaved or shifted. Changes in operations, occupancy, equipment, or on-site generation all alter the savings envelope in ways no vendor can predict or control. ▪ Dispatch optimization is probabilistic, not deterministic. The Energy Management System uses forecasting algorithms to make real-time decisions about when to charge and discharge. These algorithms are sophisticated, but they are optimizing against uncertain future conditions (next-day load, weather, rate periods). Guaranteeing the output of a probabilistic optimization engine to a fixed dollar figure would require the EMS provider to accept risk for factors entirely outside the system - which no credible vendor in this market does, for good reason. ▪ Industry practice reflects this reality. Performance guarantees for BESS in behind-the-meter applications are not standard in the market today. Where they exist, they typically guarantee only equipment-level metrics (round-trip efficiency, availability, capacity retention) rather than dollar savings. We are proposing the same approach: guaranteeing that the hardware will perform to its rated specifications, while using stipulated savings to model the expected economic benefit.

Business Confidential - Willdan
Guaranteed Energy Savings
45 Battery Energy Storage System Guarantee
What Willdan is Guaranteeing – and Why It Protects the City ▪ We are standing behind the things within our control: system availability, roundtrip efficiency, capacity, and degradation within manufacturer specifications. The Tesla Megapack 2XL carries robust manufacturer warranties on these parameters. If the equipment underperforms its rated specs, that is on us. ▪ What we are not guaranteeing is a specific dollar outcome from the interaction of a properly functioning system with external conditions no party controls. The stipulated savings in the contract represent a reasonable, conservative projection based on your current rate structure and load profile, and they give both parties a clear, agreed-upon economic framework without forcing either side to absorb risk for utility rate decisions or operational changes. ▪ We believe this structure is the most honest and bankable approach - it avoids embedding hidden risk premiums that would inflate the project cost, and it reflects how the BESS market actually prices behind-the-meter projects today. :

Business Confidential - Willdan
Appendix 4: Savings
Measurement &
Verification
Business Confidential - Willdan
Savings Measurement & Verification
47 Solar PV Savings Measurement – IPMVP Option B
▪ 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. ▪ The solar production will be tracked utilizing the system portal. Production data cost impacts will be analyzed using the outlined blended rate.

Determination of Dollars Saved for Solar PV
Total Annual $ Savings = ∑ (Energy/Demand Savings x Contractual Energy/Demand Rates) Where: Contractual Energy Rates = Utility rates defined in this table:

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
Business Confidential - Willdan
Appendix 5: PG&E Utility
Rate Escalation
Business Confidential - Willdan
Historical Electrical Utility Rate Escalation
49 PG&E Utility Cost Increases for Bakersfield

3.96%

11.36%
-1.50%

0.65%

3.88% 3.95%

7.86%

2.16%

7.44%

1.29%

3.11%

10.83%

15.26%

10.16%

11.91%
-4.00%
-2.00%

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

18.00%
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Historical Electricity
escalation based on example
PG&E rate for large
commercial customers
(compound annual growth rate)
15-year 6.05%
10-year 7.31%
5-year 10.18%
Projected Rate Adjustments
(PG&E has already requested an 8%
increase for 2027 with the CPUC)
2027 8.00%+
2028 - 2030 6.10%+ Pacific Gas and Electric (PG&E) commercial electricity rates in Bakersfield, California, have grown by roughly 6% on average annually over the past 15 years, significantly outpacing standard inflation.

Business Confidential - Willdan
Appendix 7: Financial
Disclosure
Business Confidential - Willdan
Disclosure
Willdan Financial Services (“Willdan”) is registered as a "municipal advisor" pursuant to Section 15B of the Securities Exchange Act and rules and regulations adopted by the United States Securities and Exchange Commission ("SEC") and the Municipal Securities Rulemaking Board ("MSRB"). The MSRB has made available on its website (www.msrb.org) a municipal advisory client brochure that describes the protections that may be provided by MSRB rules and how to file a complaint with the appropriate regulatory authority. As part of its SEC registration Willdan is required to disclose to the SEC information regarding criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation involving Willdan. Pursuant to MSRB Rule G-42, Willdan is required to disclose any legal or disciplinary event that is material to Client's evaluation of Willdan or the integrity of its management or advisory personnel. Willdan has determined that no such event exists. Copies of Willdan’s filings with the United States Securities and Exchange Commission can currently be found by accessing the SEC's EDGAR system Company Search Page which is currently available at: https://www.sec.gov/edgar/searchedgar/companysearch.html and searching for either Willdan Financial Services or for our CIK number which is 0001782739.

For the avoidance of doubt and without limiting the foregoing, in connection with any revenue projections, cash-flow analyses, feasibility studies and/or other analyses Willdan may provide the municipality with respect to financial, economic or other matters relating to a prospective, new or existing issuance of municipal securities of the municipality, (A) any such projections, studies and analyses shall be based upon assumptions, opinions or views (including, without limitation, any assumptions related to revenue growth) established by the municipality, in conjunction with such of its municipal, financial, legal and other advisers as it deems appropriate; and (B) under no circumstances shall Willdan be asked to provide, nor shall it provide, any advice or recommendations or subjective assumptions, opinions or views with respect to the actual or proposed structure, terms, timing, pricing or other similar matters with respect to any municipal financial products or municipal securities issuances, unless formally engaged to provide such information.

Bakersfield City CouncilOctober 7, 2026

Bakersfield City Council
October 7, 2026