Hanford City Council
December 16, 2025

City Council Meeting
Agenda
December 16, 2025
7:00 PM – Regular Meeting
Council Chambers
400 N. Douty St.

Council Members will meet in-person in the Council
Chambers. The meeting will also be lived streamed on the City’s website: http://livestream.hanford.city/
4:00 PM CALL TO ORDER STUDY SESSION AND CLOSED SESSION:

ROLL CALL BY THE CITY CLERK:

PUBLIC COMMENT:

Study Sessions are considered Special Meetings under the Brown Act. Accordingly, comments from the public are limited to items listed on the agenda (GC 54954.3a). Public Comment will be accepted during each agenda item. A maximum of three minutes is allowed for each speaker. Please begin your comments by stating your name and providing your city of residence.

STUDY SESSION:

A. New Employee introduction: Ryan Bresenio, Information Systems Analyst B. Receive an update for 2026 Crow Abatement services by Hawk on Hand for the downtown area in partnership with Main Street Hanford
C. Presentation of a Solar Only Contract with OPTERRA Energy Services for the Design and Construction of a Solar Photovoltaic Facility at the City of Hanford’s Wastewater Treatment Facility (WWTF) in the amount of $3,680,000.

CLOSED SESSION FOR DISCUSSION OF THE FOLLOWING:

A. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (GC 54956.9)(d)(1)) Ann Stockton v. City of Hanford, et al. Kings County
Case No. 24CU0123
B. CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION (54956.9 (d)(2) One potential case.

CALL TO ORDER REGULAR SESSION:

ROLL CALL:

INVOCATION:

Pastor Thomas King
FLAG SALUTE:

CLOSED SESSION ACTION REPORT:

RECOGNITION:

A. Badge Pinning Ceremony and Oath of Office for the Fire Department Promotions and New Firefighters — Promotions: Fire Captain Jared Turner, Fire Captain Christopher Fredian, Fire Captain Matthew Martinez, Fire Engineer Bryan Wolfe, Fire Engineer Cody Neal, and Fire Engineer Timofey Borshch; and new Firefighters: Connor Paden, Daniel Maertens, Alan Pelayo Martinez, Diego Padilla, Garrett Myers, Mason Hemaidan, and Kreston Medina.

B. Proclamation Celebrating Arbor Day and the planting of 100 new trees as part of the Urban Green Grant
PUBLIC COMMENT:

This is the time for citizens to comment on subject matters within the jurisdiction of the Hanford City Council. This is also the public’s opportunity to request an item from the Consent Calendar be pulled for discussion purposes or to comment on any item on the agenda. State law does not allow the Council to discuss or take action on issues not on the agenda, except that members of the Council or staff may briefly respond to statements made or questions posed by persons exercising their public testimony rights (Gov. Code sec. 54954.2). A maximum of three minutes is allowed for each speaker. Please begin your comments by stating your name and providing your city of residence.

CONSENT CALENDAR:

Consent Calendar items are considered routine and will be enacted in one motion. There will be no separate discussion of these matters unless a request is made and then the item will be removed from the Consent Calendar to be discussed and voted upon by a separate motion.

A. Waive reading in full of resolutions and ordinances and approval and adoption of same by reading the title only.

B. City Attorney: Approval of Settlement and Release Agreement with Ann Stockton C. Administration: Approval of the renewal and Authorization for the City Manager to execute the annual Professional Services Agreement with Thorn Run Partners for federal legislative advocacy services, effective January 1, 2026, through Dec. 31, 2026, for a monthly fee of $5,500.

D. Administration: Approval of First Amendment to "In-Kind" Lease Agreement with State Center Community College District on behalf of Valley Community Small Business Development Center (VCSBDC) for use of office space inside Amtrak Station for an additional two (2) years.

E. Public Works: Approval of the Notice of Completion for the FY 24-25 Pavement Resurfacing Treatment (Manhole and Valve Cover Adjustment) Project, with a final subproject cost of $205,367.86, and Authorization for the Mayor to execute and the City

Clerk to file the Notice with the Kings County Recorder's Office.

F. Public Works: Authorize the City Manager to award a construction contract for The Plunge Slide Repairs to Safe Slide Restoration, of Farmington, MO, for an amount not to exceed $75,764.00.

G. Utilities and Engineering: Approval of a Contract with OPTERRA Energy Services for the Design and Construction of a 845kW Solar Photovoltaic Facility at the City of Hanford’s Wastewater Treatment Facility (WWTF) in the amount of $3,680,000.

H. Fire: Waiver of second reading and adoption of Ordinance No. 25-11, amending, Chapter 8.11 of the Hanford Municipal Code relating to dangerous fireworks and illegal fireworks activities.

PUBLIC HEARING:

A. Community Development: Public Hearing for the Copper Ridge Mixed Use Project. The project proposes the phased development of a 650-unit subdivision with a 5.45-acre commercial portion, through Tentative Subdivision Map 00012-24. Additional project components include:

1. Annexation 165, in order to annex 141.85 acres into the City limits from the Kings County Jurisdiction.

2. General Plan Amendment No. 0009-24: to change the land use designation from Lowand Medium-Density Residential to Medium-Density Residential (78.16 acres) and Neighborhood Mixed Use (5.45 acres).

3. Prezone No. 0013-24: to prezone the properties as R-M (78.16 acres), MX-N (5.45 acres), R-L-5 (51.92 acres) and C-N (6.32 acres);

4. Planned Unit Development No. 0037-24: to allow various deviations from the regulation of the R-M Medium-Density Residential zone district; and

5. Mitigated Negative Declaration No. 2025-73: a request to certify that the project will have a less than significant adverse impact on the environment with the incorporation of mitigation measures.

The Project site is located north of Grangeville Boulevard and east of 9 ¼ Avenue. (APNS 014-143-022, -069, -078, 014-830-010, -011, and -013 to -018).

B. Finance: Public Hearing and Adoption of Resolution 25-73-R to approve the amendments of the Master Fee Schedule for Fiscal Year 2025-26 which includes proposed new fees, deletions of fees and increases/adjustments to existing fees.

C. Community Development: Adoption of Ordinance No. 25-12, adopting the 2025 California Building Standards Code (Title 24) and Amendment to Title 15 of the Hanford Municipal Code.

GENERAL BUSINESS:

A. Police: Adoption of Chapter 12.30.01 – Regulation of Bicycles, E-Bikes, E-Scooters, and E-Skateboards
B. Community Development: Adoption of the Kings-Tulare High-Speed Rail Station Transit Oriented Development Plan
C. Council: Receive and discuss the list of Committees and Boards that have representation appointed directly by the Council and approval of the proposed

appointments through a formal vote.

D. Council: Review and Approve of the 2026 Calendar of City Council Meetings COUNCIL REPORTS/GENERAL REPORTS:

Brief information-only reports from City Council and/or Staff, including committee reports and reports by City Council related to meetings attended at City expenses (AB1234).

A. INFORMATION REPORT — NOVEMBER WARRANT REGISTER
ITEMS FOR FUTURE AGENDAS:

At this time, any Council Member may ask a question for clarification or may request a matter, which is not otherwise scheduled on a City Council agenda, to be placed on a future agenda. The Council Member referring the item shall provide sufficient information as to the nature of the item. The City Council, by concurrence of a majority, may direct the City Manager to put the item on a future agenda. (GOV. CODE SEC. 54954.2) A. Council Future Agenda Items
B. Upcoming Events and Important Dates:

December 17: Fire Department Toy Drive (last day) Drop Off Location: Fire Station 1- 350 W. Grangeville Blvd.

December 18: Council Corner with Council Member Regan at Help-U-Sell 107 W.

Seventh Street 5:00 pm - 6:30 pm
December 19: Hanford Police Department hosts Central California Blood Center's 2025 South Valley Battle of the Badges 425 N. Irwin St. 10:00 pm - 2:00 pm December 20: Longfield Center Toy Giveaway 560 S. Douty St. 8:00 am - 12:30 pm December 24-January 1: Holiday Closure for city offices ADJOURNMENT:

Materials related to an item on this Agenda submitted to the City Council after distribution of the agenda packet are available to public inspection in the City Clerk’s Office located at 319 N. Douty Street, Hanford, California 93230, during normal business hours. Such agendas are also available at the city’s website, www.cityofhanfordca.com subject to staff’s ability to post the agenda before the meeting. If you need a disability-related modification or accommodation, including auxiliary aids or services, to participate in this meeting, please contact the City Clerk’s office, 559-585-2515, 319 N. Douty Street, Hanford, California 93230, at least 2 days prior to the meeting {28 CFR 35.102.35.104 ADA Title II}

4.B.

AGENDA

STAFF REPORT
MEETING DATE: 12/16/2025 AGENDA SECTION: STUDY SESSION
SUBJECT:

Receive an update for 2026 Crow Abatement services by Hawk on Hand for the downtown area in partnership with Main Street Hanford
RECOMMENDATION:

Recommendation: Receive an update for 2026 Crow Abatement services by Hawk on Hand for the downtown area in partnership with Main Street Hanford
Recommended Motion: No motion is required. This item is for City Council's discussion and feedback as desired.

BACKGROUND:

In 2025, the City Council decided on utilizing some General Fund monies with downtown district business license monies (received from business licenses in the downtown district) for crow abatement in the downtown area and some adjacent areas. Large concentrations of American crows gather to roost in downtown Hanford year-round, reaching the highest numbers in the fall and winter.

They come from the surrounding agricultural areas and residential neighborhoods to begin assembling just before sunset. The birds eventually settle in to roost in street trees and on power lines, and during the course of the night, leave an unsightly and unhygienic mess on the sidewalks, benches, restaurant tables, lamp posts, parked vehicles, and everything else beneath them.

Pressure washing can be cost-prohibitive and does not address the root of the problem.

With the growth of the Thursday Night Market Place into the Civic Park and the hugely successful Winter Wonderland, the City now has two signature events in the downtown that span 9 months out of the year. Those events amplify the need to keep the crows from roosting in the downtown area. Up until 2020, the approach to dealing with a growing Crow problem in the Downtown had been largely reactive. Through the efforts of a falconer there have been dramatic reductions of the crow population in downtown Hanford. Main Street Hanford continues to support the Crow Abatement and its members are very supportive of the service as well. Past results have proven that a year-long program with the firm Hawk on Hand would be advantageous in relocating the Crow population to a more appropriate roosting and nesting environment away from local businesses.

This renewal contract for 2026 is offered for a similar price as 2025. However, staff has negotiated a reduced amount for the City to pay by focusing on city owned property areas of influence. Several years of providing the service have allowed the contractor to maintain an efficient schedule and continue to provide services at an overall reasonable cost. With the City Council's action in 2025 to

modify the Hanford Municipal Code and pass through all the revenue (from business licenses) from the Business Improvement District (B.I.D.) to Main Street Hanford, any share of the Contract that the Council would support would have to be funded out of the City's General Fund.

Map 1: Project Area

ATTACHMENTS:

1. Hanford Crow Proposal 2026

HAWK ON HAND
F a l c o n r y S e r v i c e s, B i r d C o n t r o l, E d u c a t i o n w w w . h a w k o n h a n d . c o m

B I R D A B A T E M E N T P R O P O S A L
28 October 2025

PURCHASER
City of Hanford / Main Street Hanford
PURCHASER’S REPRESENTATIVE
Chris Tavarez
Hawk on Hand (Vendor), has successfully cleared roosting crows from an approximately 30-block area of downtown Hanford, CA for the past 5 years. Due to the project’s success we began providing yearround services over an expanded project area in 2021. Our work has provided an effective solution to the long-standing crow problem in Hanford, and virtually eliminated unsightly crow droppings in the core business district and historical downtown area. The need for a year-round crow abatement program in Hanford is evident and has been requested by several prominent businesses, including FAST Credit Union, Smart & Final, Aria Health Clinic, and Staples.

We propose continuing the year-round program in 2026 (January 1 – December 31). The project area (Page 3) has historically included the core of Hanford’s BID and historic downtown, as well as the City Hall/Police Station/Civic Center Park areas, along with the commercial district along 11th Ave. However, at the request of the City, we are submitting a proposal for a smaller area, which only includes the BID (orange area on Page 3) and the courthouse square/city park (green area on Page 3) this year. We’ve scaled back the number of visits here from previous years to reduce costs. Our proposed Schedule of Services is outlined on Page 2, totaling $26,100 for Main Street and $14,500 for the City. This compromise, and cost-sharing scenario, allows us to provide year round services for the community in Hanford.

Thank you for the opportunity to present our proposal. We look forward to helping you keep your community clean again this year.

Sincerely,
Adam Baz
Falconer / Owner
845.532.5401

H a n f o r d C r o w P r o p o s a l S p l i t 2 0 2 6 P a g e 2

S C H E D U L E O F S E R V I C E S
Main Street Hanford / BID Portion – Orange Area on Map
Month Total shifts Rate Cost
January 12 225 2,700
February 12 225 2,700
March 8 225 1,800
April 8 225 1,800
May 8 225 1,800
June 8 225 1,800
July 8 225 1,800
August 8 225 1,800
September 8 225 1,800
October 12 225 2,700
November 12 225 2,700
December 12 225 2,700
$26,100
City of Hanford Portion – Green Area on Map
Month Total shifts Rate Cost
January 12 125 1,500
February 12 125 1,500
March 8 125 1,000
April 8 125 1,000
May 8 125 1,000
June 8 125 1,000
July 8 125 1,000
August 8 125 1,000
September 8 125 1,000
October 12 125 1,500
November 12 125 1,500
December 12 125 1,500
$14,500

H a n f o r d C r o w P r o p o s a l S p l i t 2 0 2 6 P a g e 3

P R O J E C T A R E A M A P
Red Line Indicates Last Year’s Project Area
Orange Line Indicates Main Street Hanford/BID Portion for 2026 Green Line Indicates City/Public Portion for 2026

H a n f o r d C r o w P r o p o s a l S p l i t 2 0 2 6 P a g e 4

T E R M S & C O N D I T I O N S
A. Vendor shall furnish the labor and falconry-trained raptors to assist in the abatement of roosting crows within the project area. Vendor is well experienced in bird abatement and possesses the relevant licenses and permit. All raptors used will be legally allowed for bird abatement.

B. Services will commence on January 1, 2026.

C. Services will include mobilization/demobilization to and from the project area, assessment and observation of pest birds, free flying of raptors, raptor feeding and maintenance, equipment maintenance, and tracking of wayward or lost raptors if required. Raptors are the primary method of bird abatement, but our falconers may use other tools such as noisemakers and visual deterrents (e.g., tree tappers, laser pointers, whistles, etc.).

D. Abatement activities will begin around sunset when crows are staging to roost. Shifts will end once crows have retreated from the project area. Some pre-dawn shifts may also be implemented if needed.

E. Vendor and Vendor’s falconers are independent contractors and are not employees of Purchaser.

F. Purchaser shall assist Vendor in properly advertising the project and notifying relevant stakeholders (e.g., Police Department, City officials, local businesses, etc.) of the proposed activities.

G. Vendor shall submit monthly invoices to Purchaser. Payment terms are Net 15. Invoices remaining unpaid beyond thirty (30) days may be subject to service charge of 5% per annum.

H. This Proposal is confidential and contains proprietary information and intellectual property of Vendor.

The rates, schedule, scope-of-work or other elements may not be disclosed to anyone outside this agreement without the express written permission of Vendor.

H a n f o r d C r o w P r o p o s a l S p l i t 2 0 2 6 P a g e 5

A B O U T T H E C O M P A N Y
Hawk On Hand is a network of talented falconers, experienced wildlife biologists, and passionate bird management professionals. We take a long and comprehensive view of every new opportunity and bring all our faculties and resources to bear with the singular goal of solving your bird problem. Our company is unique in that it is run and managed by falconers who also hold graduate degrees in wildlife biology. Thus, we offer a deep and unparalleled understanding of avian biology, which is invaluable for managing nuisance bird problems. Falconry is the foundation of our business and the most powerful bird management tool on the market. When everything else falls short, pest birds will not ignore the threat posed by a free-flying falcon or hawk. Our falconry programs are turn-key, natural, non-lethal, and sustainable.

Adam Baz (Owner & Lead Falconer) is a Master Falconer with 15 years of experience. He holds a Masters of Science in Avian Biology from Portland State University, and has conducted over 10 years of research focusing on human-wildlife conflicts, and the behavior of wildlife in urban settings. He delivers highly effective bird control programs throughout California and Oregon.

4.C.

AGENDA

STAFF REPORT
MEETING DATE: 12/16/2025 AGENDA SECTION: STUDY SESSION
SUBJECT:

Presentation of a Solar Only Contract with OPTERRA Energy Services for the Design and Construction of a Solar Photovoltaic Facility at the City of Hanford’s Wastewater Treatment Facility (WWTF) in the amount of $3,680,000.

RECOMMENDATION:

Recommendation:

That the City Council receive a presentation and provide comment on a Solar Only Contract with OPTERRA Energy Services for the Design and Construction of a Solar Photovoltaic Facility at the City of Hanford’s Wastewater Treatment Facility (WWTF) in the amount of $3,680,000 Recommended Motion:

No action is required. This item is to receive a presentation from Staff regarding a Solar Only Contract with OPTERRA Energy Services for the Design and Construction of a Solar Photovoltaic Facility at the City of Hanford’s Wastewater Treatment Facility (WWTF) in the amount of $3,680,000.

BACKGROUND:

This item provides a presentation to the City Council regarding a “Solar-Only” contract with Opterra for design and construction of the Solar portion of the greater Energy Savings Project at the Wastewater Treatment Facility (WWTF). Recall, the greater Energy Savings Project (the combined Solar and WWTF improvements) constitutes six Energy Conservation Measures (ECM’s) improvements at the WWTF that includes a New Solar Generation Facility, the decommissioning of the older Trickling Filter Plant, Construction of a new Oxidation Ditch, Retrofitting the existing Oxidation Ditch, a New Clarifier, and other miscellaneous improvements. The second new Clarifier is outside of the ECM list.

This presentation focuses solely on the Solar Generation Facility and providing detailed information ahead of a recommendation of award of contract which is being recommended as a separate item on the Consent Calendar of the December 16 regular meeting agenda.

Approval of the contract is needed for Opterra to obtain bonds, provide necessary insurance, and mobilize construction crews. Approving the contract, will enable boots on the ground starting January 5 th all the while maintaining forward momentum to meet SCE’s NEM 2.0 deadline of April 14, 2026.

The attached draft contract was reviewed and negotiated by several parties involved in the project (City Saff, Opterra, Cummings Group, City Attorney’s Office, Carollo) resulting in the final version found acceptable by both Opterra’s and the City’s legal counsel. Specific references or items relevant to the Wastewater ECM's will be made in a future amendment to the Contract, which will subject to City Council approval.

A Solar only contract is recommended at this time because Opterra’s final pricing for the overall Energy Savings Project will not be available until January. At the time of preparing this report, Opterra was completing the project’s final engineering plans which form the Basis of Design and from which the Energy Saving Project’s final cost is determined. A financing model and rate fee study will be updated once a final contract cost is received. Staff will return back to present the combined contract (WWTF and Solar) along Opterra’s proposed final fee.

Project Cost:

Opterra’s fee of $3,680,000 for Solar-only remains unchanged from the “Solar Only” Option previously submitted. This information was included in the September 16, 2025 Report; “Solar only Project with no WWTF Improvements” and includes a $705,480 increase if a stand-alone (which is still below Cumming Group's $6.50 per watt average database)” The cost for Solar with the combined Energy Savings Project is reduced to $2,974,520, which represents a credit in project delivery efficiencies.

The project also qualifies for a 30% federal Investment Tax Credit (ITC / §48E) provided as a cash refund from the IRS. This has been worked in as a credit towards the project cost as shown in the project ProForma. This is based on current information available through federal government website(s) but no guarantee is provided.

Project Energy Savings:

Opterra is incorporating a “Guaranteed Savings” feature, that is based on the solar project’s monetized expected savings in energy. This will generate a guarantee payment for any True-Up Term in the form of a cash payment or additional energy or retrofit services. A True-Up Term is comprised of a 60-month period and a Guarantee Payment will occur if there exists a resultant energy savings shortfall for that particular True-Up Term, noting numerous factors that can work against the facility’s energy savings. An energy shortfall occurs when the energy savings is less than expected. The table of the Guarantee Savings is shown as follows and is included in Exhibit E of the contract and the attached ProForma:

Additionally, based on the attached Proforma, the payback period and/or when the facility is expected to generate positive savings begins in Year 12. Note that the energy savings generated through the solar ECM alone is insufficient to cover the WWTF’s utility bill ($780,985 for electricity in Fiscal Year 2024/2025). Still, the inclusion of solar power is a cost-effective method to hedge increasing energy costs, noting that Engie (now Opterra) successfully installed the previous phase of the Solar Generation Facility at the WWTF. Though not part of this discussion, the true benefit of the Solar project is when combined with the other ECM’s mentioned above.

Additional Project Background:

At the September 16th, 2025 City Council meeting, City Council adopted Resolution 25-54-R (Attachment 2) making a finding in accordance with California Government Code 4217.10 through 4217.18 (GC 4217) that it was in the best interest of the City to enter into a energy services contract with Opterra Energy Services. The energy savings contract is premised on meeting GC4217 that the cost of the Project's proposed six Energy Conservation Measures (ECMs) is less than the anticipated marginal cost to the City of electrical energy that would have been consumed in the absence of the project. In other words that the project’s proposed savings in energy is greater than the cost of the project.

Resolution 25-54-R also authorized the City Manager or designee to 1) negotiate the contract’s final fee and terms and conditions of the contract, and 2) to issue a Limited Notice to Proceed for the Solar Generation Project. This Limited Notice to Proceed was for a limited scope of work not to

exceed $200,000. The Solar Generation part of the project has a critical deadline in order to meet qualification under Southern California Edison (SCE)’s Net Energy Metering (NEM) 2.0 Program.

A second Limited Notice to Proceed (LNTP) was authorized by Resolution 25-65-R at the November 18, 2025 City Council Meeting. This second LNTP authorized Opterra to continue performing a limited scope of work and expenses not to exceed $390,000.

Both LNTP’s were established to maintain forward momentum of Opterra’s project schedule to meet the NEM 2.0 deadline and in the absence of a formal contract.

Prior to this, the City Council also authorized the procurement of an electrical switchgear cabinet through Wesco Distribution at the June 3, 2025 City Council meeting. The switchgear was procured in advance due to the long lead time associated with manufacturing and delivery. The switchgear is currently being manufactured and has an estimated delivery date of January 27, 2026. The delivery date fits within Opterra’s project schedule. City Council had previously awarded the procurement of the Switchgear from OneSource Distributors on April 1, 2025. However, it rescinded the award based on the duration or delivery schedule provided by OneSource. That delivery timeline would not have met the NEM 2.0 deadline.

Foregoing any catastrophic event or delay of equipment, Opterra is confident to complete the project by the April 14th 2026 deadline; Noting that the project must be inspected by the City’s Building Department and found ready by the City’s building department for connection to SCE’s grid network by that deadline date.

Prior Council Meetings (Summary):

November 18, 2025: Approve Resolution 25-65-R authorizing LNTP #2 for limited scope of work not to exceed $390,000
September 16, 2025: Approve Resolution 25-54-R Making findings per Government Code 4217, Authorize City Manager to negotiate an Energy Savings Agreement, and authorize LNTP#1 for limited scope of work not to exceed $200,000.

June 3, 2025: Rescind prior award of Electrical Switchgear to OneSource Distributors and award procurement of the switchgear to Wesco Distribution in the amount of $133,368 April 1, 2025: Authorize the City Manager to execute the purchase of the Electrical Switchgear from OneSource Distributors in the amount of $130,528.85 and provide direction to Staff regarding expanding the WTTF’s operating capacity to 12MGD (Million Gallons per Day).

October 1, 2024: Authorization for the advance purchase of Electrical Switchgear and Appropriation of $400,000 from the Wastewater Fund and Authorization to commence negotiations for a solesource contract with Engie Energy Services U.S. to design and construct energy-related projects at the City’s Wastewater Treatment Facility (WWTF) pursuant to California Government Code Section 4217
Next Steps:

Energy Savings Project:

As mentioned above, Opterra is completing the project’s final engineering plans which form the Basis

of Design and from which the Energy Saving Project’s final cost is determined. Staff expects this work to be completed the weeks of December 8th and/or 15th. Once completed, Staff will begin the negotiation of the final combined project contract language and cost. The final cost will be forwarded to both NHA Financial and L&T (the City’s financial advisor and rate study consultant) for preparation of financing models and a proposed rate fee increase.

Staff will return back to present the combined contract (WWTF and Solar –the “Energy Savings Project”) along with Opterra’s proposed final fee for consideration of award of contract.

A Prop 218 process will begin following approval of the Energy Savings Project’s contract. Staff will again return to Council for approval of financing of the project following the Prop 218 public hearing to include anticipated interest rate and terms
.

FISCAL IMPACT:

In the essence of time, Staff is recommending that City Council approve a contract for Solaronly with Opterra to begin the construction of the Solar Project at the Wastewater Treatment Facility to meet SCE''s NEM 2.0 April 14, 2026 deadline.

The contract amount is based on a previously presented Solar-only project proforma providing a project cost of $3,680,000. The project can be funded using the current Wastewater Fee Structure and Wastewater Funds, but would be at the expense of other crucial deferred Wastewater Capital Improvement Projects. Alternative funding options previously presented at the September 16th meeting were to undergo a Prop 218 process for a Wastewater Rate Fee increase that would fund either a standalone Solar or combined Solar and Wastewater Energy Savings Project.

In conclusion, a Solar-only contract is recommended at this time because Opterra’s final pricing for the overall Energy Savings Project will not be available until January. Approval of the Solar-only contract would facilitate the start of construction, weather permitting, January 5th.

Staff will return at a future meeting to present the overall Energy Savings Project cost along with funding options at which point City Council can determine the direction it would like to go; Consideration of Solar only or the combined Energy Savings Project (Solar and Wastewater Improvements).

ATTACHMENTS:

1. Opterra Solar Only Contract_Final

2. Opterra Solar Plans_Exhibit H

3. Opterra solar-only proforma 12-9-25

4. OPTERRA_Solar Only Monthly Cashflow Schedule

DIR Project Registration # _ _ _ _ _ _
Opterra Project #: CN-001290
Opterra Contract # R 3688

ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT
This Engineering, Procurement and Construction Contract (this “Contract”) is entered into as of December 16, 2025 (the “Effective Date”) by and between OPTERRA Energy Services LLC, a limited liability company formed under the laws of the State of Delaware (together with its successors and assigns, hereinafter referred to as the “Contractor”) and City of Hanford (together with its successors and assigns, hereinafter referred to as the “Owner”) (each of Contractor and Owner are referred to in the singular as a “Party” and in the plural as the “Parties”).

RECITALS:
(A) Owner owns and operates certain public facilities specifically described in Exhibit A (the “Premises”) and Owner wishes to reduce the Premises’ energy consumption and costs and increase the Premises’ processing capacity and efficiency; (B) Contractor is a full-service energy services company with the technical capabilities to provide services to Owner, including identifying supply-side and/or demand-side energy conservation measures (“ECMs”), engineering, procurement, construction management, installation, construction and training;
(C) Contractor has identified potential energy and operational savings and process operational improvement opportunities at Owner’s Premises and estimated program costs to implement the ECMs and presented an overall potential energy cost and consumption savings for implementing the ECMs (the “Project”);
(D) Owner desires to engage Contractor in the design, engineering, procurement and construction activities for the Project, and Contractor is interested in accepting said tasks, upon the terms and conditions specified under this Contract; and (E) On September 16, 2025, the Council of the City of Hanford adopted Resolution 25-54-R which authorized the City Manager to negotiate the final fee, terms and conditions of this Contract
(F) At the request of Owner, Contractor is updating the Basis of Design and Scope of Work for Wastewater Treatment Plant improvements, ECMs 2, 2A, 2B, 2C, 2D, 2E, and 2F herein (collectively, “Wastewater ECMs”), which updates are expected to be completed in early January 2026. However, due to the urgency of commencing the Solar Photovoltaic Installation (ECM 1, the “Solar Scope”), the Parties agree to enter into this Contract in advance of the finalization of the updates to the Wastewater ECMs, and agree further that this Contract will be amended to include the final Basis of Design and revised Scope of Work for the Wastewater ECMs upon completion of the updates.

- 2 -
(G) Based on all of the foregoing, the Parties have agreed to enter into this Contract upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

ARTICLE 1
DEFINITIONS; RULES OF USAGE; PRECEDENCE OF

DOCUMENTS
Section 1.1 Defined Terms. As used in this Contract, the following terms shall have the following meanings:
“Acceptance Test” means those tests to be conducted pursuant to the Scope of Work. “Applicable Laws” means all laws, treaties, ordinances, judgments, decrees, injunctions, writs and orders of any court, arbitrator, or governmental agency or authority, and rules, regulations, orders and interpretations of any federal, state, county, municipal, regional, environmental or other governmental body, instrumentality, agency, authority, court or other body having jurisdiction over Contractor, the Project, the Premises, performance of the Work, operation of the Systems, the qualification of the Project for applicable Environmental Attributes, as in each case may be in effect on the Effective Date and, solely with respect to Applicable Laws, the requirements of which are imposed upon Contractor, any Subcontractor, Owner, as such Applicable Laws may be modified, vacated or amended from time to time (specifically including Environmental Laws so imposed).
“Applicable Permits” means, as to the Project, all valid and effective waivers, franchises, variances, permits, Authorizations, licenses or orders of or from any federal, state, local, county, municipal, regional, environmental or other Governmental Authority, court or other body having jurisdiction, which are required to be obtained or maintained in connection with construction of the Project on the Premises, performance of the Work, or operation of the Project. “Authorizations” means any authorization, Applicable Permit, certificate, permission, concession, license, order, communication, decision or other authorizing/approving act by any Governmental Authority whatsoever which are required under Applicable Law, thus including, by way of example and without limitation, those required to install, own, access, operate, dispose and maintain in any manner the Project under any applicable environmental, town planning, building, archaeological or landscape Laws or regulations.
“Authorized Representative” means, with respect to Owner, the Person appointed by Owner to act on Owner’s behalf with respect to Owner’s duties and responsibilities under this Contract in accordance with Section 23.1.
“Basis of Design” means written documentation of the design approved and agreed to by Owner, including applicable design criteria, calculations, mass balances, studies, testing, and modeling completed to define the proposed design. The Basis of Design is attached hereto as Exhibit B-2.

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“Beneficial Use” means when major new equipment and Systems included in the Scope of Work are properly installed, inspected, operational, and are capable of being used for their intended purpose. Beneficial Use can occur for an individual piece of equipment, a system, an individual ECM or the entire Project.
“Business Day” means a calendar day that is not a Saturday, Sunday, or a day that the Federal Reserve member banks in California are authorized to be closed. References to “day” shall mean a calendar day, unless the term “Business Day” is used. “Change” means a change, modification, addition, or deletion to or in the Design Documents, the Construction Documents, the Contract Price, or the Project Schedule, as applicable.
“Change in Law” means any of the following events or circumstances occurring after the Effective Date: (i) an amendment, modification, interpretation, construction, enforcement standard, supplement or other change in or repeal of an existing Applicable Law; or (ii) an enactment or making of a new Applicable Law (excluding a change in any income or franchise tax law, worker’s compensation, payroll or withholding tax law, but including any change in law imposing new or additional tariffs or import duties).
“Change Order” means a written order pursuant to ARTICLE 8, executed by Owner and Contractor authorizing a Change.
“CM” means the Construction Manager for the Project assigned by Contractor pursuant to Section 2.4(b) and acting under the authority described therein. “Construction Documents” means the final designs, drawings, specifications and submittals that are approved for construction, and any Change Orders affecting those documents, that describe the technical requirements for the installation of all the materials and equipment pursuant to this Contract.
“Contract” has the meaning set forth in the introductory paragraph to this Contract and shall include all Exhibits hereto and all Change Orders and amendments hereto executed in accordance with the provisions of this Contract.
“Contract Price” means Three Million Six Hundred Eighty Thousand Dollars ($3,680,000.00), as the same may be modified from time to time pursuant to Change Orders. “Contractor” has the meaning set forth in the introductory paragraph to this Contract. “Contractor Default” has the meaning set forth in Section 14.6. “Contractor Indemnitees” means Contractor, its successors and assigns, and each of their owners, directors, officers, employees, representatives, agents, and subcontractors. “Contractor Losses” has the meaning set forth in Section 18.2(a). “Contractor-Required Change” has the meaning set forth in Section 8.4(a). “Contractor’s Personnel” means Contractor, its employees, agents, representatives, Subcontractors and Subcontractor’s employees, and agents. “Default Rate” means the lesser of (i) the prime rate plus two percent (2%) as published in “The Monthly Rates” section of The Wall Street Journal (U.S. Edition) and (ii) the maximum rate permitted by Applicable Law. Such interest shall be calculated on the basis of the actual

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number of days elapsed and on the basis of dividing the Default Rate by a year of three hundred sixty-five (365) days (the Daily Rate) and then multiplying this Daily Rate by the number of days past due and then times the amount outstanding.
“Design Documents” has the meaning set forth in Section 2.3. “Differing Site Conditions” are concealed or latent physical conditions or subsurface conditions at the Site that (i) materially differ from the conditions indicated in the investigative reports produced by Contractor or (ii) are of an unusual nature, differing materially from conditions ordinarily encountered and generally recognized inherent in the Work. “Disputes” has the meaning set forth in Section 20.1.
“ECM(s)” shall have the meaning set forth in the Recitals to this Contract. “Environmental Attributes” means any credit, benefit, reduction, offset, financial incentive, tax credit and other beneficial allowance that is in effect as of the Effective Date or may come into effect in the future, including, to the extent applicable and without limitation, (i) all environmental and renewable energy attributes and credits of any kind and nature resulting from or associated with the Project and/or its electricity generation, including, without limitation, renewable energy certificates or any similar certificates or credits, (ii) government financial incentives, (iii) tax credits, incentives or depreciation allowances established under any federal or state law, and (iv) other allowances howsoever named or referred to, with respect to any and all fuel, emissions, air quality, or other environmental characteristics, resulting from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the Project and/or their electricity generation. “Environmental Laws” means any Applicable Law governing or relating to (a) ambient air, surface water, ground water, land surface and subsurface strata, and natural resources, (b) releases or threatened releases of Hazardous Materials including investigations, monitoring and abatement of such releases, and (c) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Materials or materials containing Hazardous Materials. “EPC Requirements” means this Contract (including, without limitation, the Scope of Work, the Basis of Design, and the Project Schedule), the Premises-Related Requirements, the Interconnection Agreements, Applicable Laws (including, without limitation, Applicable Permits), Prudent Industry Practices, and the Construction Documents. “Equipment” means all equipment, machinery, apparatus, materials, articles, components, raw materials, supplies, parts, Projects, structures and any other equipment or items (including the Owner-Supplied Equipment), to the extent specified by Contractor and comprising or otherwise necessary or appropriate for completion of the Work in accordance with the EPC Requirements. “Excusable Event” means an act, event, occurrence, condition or cause beyond the control of Contractor, including, but not limited to, the following: (i) any act or failure to act of, or other delay caused by any Owner Person; (ii) the failure to obtain, or delay in obtaining, any Interconnection Agreement, or Applicable Permit (including due to failure to make timely inspection), or delays caused by changes and/or modifications to the Scope of Work required by a Governmental Authority, other than a failure caused by the action or inaction of Contractor; (iii) changes in the design, scope or schedule of the Project required by any Governmental Authority or Owner Person; (iv) undisclosed, differing or unforeseen conditions encountered at

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the Premises, including discovery or existence of Hazardous Material; (v) the failure to obtain, or delay in obtaining, approval of any Governmental Authority or the Utility for design and installation of any portion of the Project, including any further or subsequent approval required with respect to any change in the Scope of Work, other than a failure caused by the action or inaction of Contractor; (vi) information provided to Contractor by any Owner Person or Utility is later found to be inaccurate or incomplete; (vii) any Change in Law; (viii) delay caused by pending arbitration; (ix) work or delay by the Utility; (x) material shortages, delay in manufacturing or deliveries of equipment, supply chain disruptions, embargo, or material price increases that exceed fifteen percent (15%) in a six (6) month period; or (ix) an event of Force Majeure. “Exhibit” means the following attachments to this Contract, each of which is an “Exhibit:” Exhibit A Premises
Exhibit B Scope of Work
Exhibit B-2 Basis of Design
Exhibit C Insurance Requirements
Exhibit D Monitoring Installation Scope of Work
Exhibit E M&V Services
Exhibit F Maintenance Services
Exhibit G Spare Parts List
Exhibit H Preliminary Drawings
Exhibit I Geotechnical Report
“Final Completion” has the meaning set forth in Section 10.5. “Force Majeure” has the meaning set forth in Section 15.1. “Governmental Authority” means any federal, national, state, municipal, local, territorial, or other governmental department, commission, board, bureau, agency, regulatory authority, instrumentality, judicial or administrative body, and any arbitral tribunal, including any state Governmental Authority and the Internal Revenue Service. “Hazardous Material” means any and all chemicals, constituents, contaminants, pollutants, materials, and wastes and any other carcinogenic, corrosive, ignitable, radioactive, reactive, toxic or otherwise hazardous materials or mixtures (whether solids, liquids, gases), or any substances now or at any time subject to regulation, control, remediation or otherwise addressed as a hazardous material under Applicable Laws, including those laws, regulations and policies

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relating to the discharge, emission, spill, release, or threatened release into the environment or relating to the disposal, distribution, manufacture, processing, storage, transport, treatment, , or other use of such substances.
“Indemnifying Party” has the meaning set forth in Section 18.4. “Indemnitee” means a Person seeking indemnification pursuant to ARTICLE 18. “Interconnection Agreement” shall mean each Interconnection Service Agreement made and entered into by Owner with the Utility, which authorizes the interconnection of the PV System with the local electric distribution Project of the Utility. “Invoice” means an invoice delivered by Contractor to Owner indicating the amount owed as a Progress Payment.
“Manufacturer’s Warranty” has the meaning set forth in Section 11.1(a). “Notice of Final Completion” has the meaning set forth in Section 10.6. “Notice of Substantial Completion” has the meaning set forth in Section 10.2(a). “Notice to Proceed” has the meaning set forth in Section 7.1. “Owner” has the meaning set forth in the introductory paragraph to this Contract. “Owner-Caused Delay” means a delay in the Work caused by material failure by Owner to perform any of Owner’s obligations under this Contract, including (i) any material failure by Owner to timely review, comment on, or approve Contractor’s submittals and notices delivered in connection with this Contract, including notices regarding Notice to Proceed, Notice of Substantial Completion and Notice of Final Completion within the timeframes established herein; (ii) Owner’s material interference with the performance of the Work; and (iii) material delays by the Utility to timely review, comment on, or approve Contractor’s submittals and notices delivered in connection with this Contract, or to perform inspections or its other obligations under an Interconnection Agreement, in each case, that (A) is beyond the reasonable control of Contractor and any of its Subcontractors; (B) does not result from the negligence or willful misconduct of Contractor or any of its Subcontractors; (C) could not have been prevented or overcome by the reasonable efforts and due diligence of Contractor or any of its Subcontractors; and (D) either (1) materially adversely affects the Work such that the performance of the Work is prevented or delayed or (2) causes an actual, substantiated increase in the cost of Contractor’s performance of the Work.
“Owner-Requested Change” has the meaning set forth in Section 8.2. “Owner-Supplied Equipment” means any equipment designated to be supplied by Owner in the Scope of Work, but does not include any equipment not specified by Contractor and not included in the Construction Documents.
“Owner Indemnitees” means Owner, and its respective affiliates, successors, and assigns, and each of their respective officials, officers, employees, representatives, and agents. “Owner Losses” has the meaning set forth in Section 18.1(a). “Owner Person” means Owner its officials, officers, agents, employees, subcontractors, architects, general contractors, lease/leaseback contractors or other persons acting on behalf of Owner or for whom Owner is responsible.

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“Party” has the meaning set forth in the introductory paragraph to this Contract. “Person” means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof.
“PM” means the Project Manager for the Project assigned by Contractor pursuant to Section 2.4(b) and acting under the authority described therein. “Premises” shall have the meaning set forth in the Recitals to this Contract. “Premises-Related Requirements” shall have the meaning set forth in Section 2.3(a). “Progress Payment” has the meaning set forth in Section 6.4(a). “Project” means, collectively, the design, engineering, permitting, procurement, construction, installation, commissioning, start-up, testing and completion of the entire Scope of Work in a manner and at the times required under this Contract. “Project Schedule” means the schedule for the completion of the Project that shall be developed by Contractor pursuant to Section 2.1(b).
“Prudent Industry Practices” means the practices, methods, techniques and standards that (a) are generally accepted in the electric power industry in California for use in connection with the design, procurement, engineering, construction, testing, operation and maintenance of power generating projects of similar size and type as the Project all in a manner consistent with PremisesRelated Requirements, Applicable Laws, Applicable Permits, reliability, safety, and good workmanship, and (b) conform to the manufacturer’s design, engineering, construction, testing, operation and maintenance guidelines applicable to the equipment in question. Prudent Industry Practices are not limited to the optimum practice or method to the exclusion of others, but rather refer to commonly used and reasonable practices and methods. “Punch-List” means the list prepared in accordance with Section 10.4(a), which list shall set forth all items of work that remain to be performed in order to ensure that the Work fully complies with all of the standards and requirements set forth herein. “PV System(s)” means the photovoltaic solar system(s) described in the Scope of Work. “Schedule of Values” means a schedule of values apportioned to the various divisions or phases of the Work; each line item contained in the Schedule of Values will be assigned a value such that the total of all items equals the Contract Price. The Schedule of Values will be provided by Contractor to Owner within thirty (30) days of the Effective Date. “Scope of Work” means the scope of work attached hereto as Exhibit B. “Subcontractor” means each and every vendor, supplier, materialmen or contractor, other than Contractor, performing any part of the Work or providing any equipment or materials in connection with the Work.
“Substantial Completion” has the meaning set forth in Section 10.1. “Project Warranty” shall have the meaning set forth in Section 11.1(a)(i). “Project” has the meaning set forth in the Recitals to this Contract. “Termination Notice” has the meaning set forth in Section 14.3(a).

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“Termination Payment” has the meaning set forth in Section 14.4(a)(i). “Utility” means the local provider of electric service to the Premises (Southern California Edison).
“Warranties” has the meaning set forth in Section 11.1(a)(i). “Warranty Period” has the meaning set forth in Section 11.1(a)(i). “Work” has the meaning set forth in Section 2.1(e).

Section 1.2 Rules of Usage. The Parties hereby agree that the following rules of usage shall apply to this Contract unless otherwise required by the context or unless otherwise specified:
(a) Singular and Plural. Definitions set forth herein shall be equally applicable to the singular and plural forms of the terms defined.
(b) References to Persons. References to any Person shall include such Person and its successors and permitted assigns and transferees. (c) Agreements as Amended. Reference to any agreement (including this Contract) means such agreement as amended, supplemented or otherwise modified from time to time in accordance with the applicable provisions thereof. (d) Grammatical Forms. Where a word or phrase is specifically defined, other grammatical forms of such word or phrase have corresponding meanings; the words “herein,” “hereunder,” and “hereof” refer to the provisions of this Contract as a whole and not to any particular portion or provision of this Contract; “including” means “including, but not limited to,” and other forms of the verb “to include” are to be interpreted similarly; references to “or” shall be deemed to be disjunctive but not necessarily exclusive (i.e., unless the context dictates otherwise, “or” shall be interpreted to mean “and/or” rather than “either/or”); and masculine includes feminine and neuter. (e) Days. References to “days” shall mean calendar days, unless the term “Business Days” is used. If the time for performing an obligation under this Contract expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day.
(f) Reasonableness; Timeliness. Whenever a Party’s consent, approval, satisfaction, or determination will be required or permitted under this Contract, and this Contract does not expressly state that the Party may act in its sole discretion, such consent, approval, satisfaction, or determination will not be unreasonably withheld, qualified, conditioned, or delayed, whether or not such a “reasonableness” standard is expressly stated in this Contract. Whenever a Party’s cooperation is required for the other Party to carry out its obligations hereunder, each Party agrees that it will act in good faith and reasonably in so cooperating with the other Party or its designated representatives or assignees or subcontractors. Each Party will furnish decisions, information, and approvals required by this Contract in a timely manner so as not to delay the other Party’s performance under this Contract.

Section 1.3 Precedence of Documents. In case of any inconsistency, conflict, or ambiguity among the Contract documents, the documents shall govern in the following order:

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(a) Change Orders and Amendments to this Contract
(b) The body of this Contract
(c) Official responses by the Engineer of Record to Requests For Information (d) Scope of Work, Exhibit B
(e) Preliminary Drawings, Exhibit H
(f) Approved Final Submittals
ARTICLE 2
CONTRACTOR’S WORK AND OTHER OBLIGATIONS
Section 2.1 Work and Project Schedule / Contract Time of Completion. (a) Consistent with the EPC Requirements, Contractor will perform the Work in accordance with the Project Schedule, as may be adjusted by Change Order, an OwnerCaused Delay or an event of Force Majeure. (b) Contractor shall develop a construction schedule (the “Project Schedule”), in form and substance reasonably satisfactory to Owner, using Microsoft Project. Owner shall deliver its comments, if any, to the Project Schedule to Contractor within ten (10) Business Days after receipt thereof from Contractor, and Contractor shall promptly thereafter incorporate Owner’s reasonable comments in the Project Schedule. Contractor shall plan, develop, supervise, control, and coordinate the performance of the Work in accordance with the Project Schedule.
(c) The detailed Project Schedule shall indicate the times (numbers of days or dates) for starting and completing the various stages of the Work, including each Milestone Date specified in the Contract Documents, and a schedule of required submittals with the times for submitting, reviewing and processing each submittal. (d) After issuance of the Notice to Proceed, Contractor will establish a biweekly or weekly (at Owner’s preference) construction meeting with Owner (by conference call or in person) at which time the Work of the prior period will be reviewed, and Contractor will provide Owner with a three-week prospective look forward to the Work to be completed in such prospective period.
(e) Contractor shall provide the Project Schedule and any updates thereto on a monthly basis as the Work progresses, including the incorporation of progress changes where appropriate.
(f) Except as otherwise expressly set forth herein as being the responsibility of Owner or a third party retained by Owner, Contractor shall perform, or cause to be performed, all of the work and services required in connection with the design, engineering, permitting, procurement, civil works, construction, installation, commissioning, start-up, testing and completion of the Project, and procure and provide the Equipment (other than Owner-Supplied Equipment), machinery, tools, labor, utilities, chemicals, transportation, administration and other services and items required for and

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related to the foregoing, all in accordance with the EPC Requirements and as further described in the Scope of Work (the “Work”).
(g) Liquidated Damages. Reserved for Amendment.

Section 2.2 Engineering, Design, Construction. Contractor will provide the engineering and design services necessary for the Work in a manner that meets the requirements set forth in the Scope of Work and applicable EPC Requirements. Contractor will cooperate and coordinate with Owner, Owner-Supplied Equipment suppliers and Governmental Authorities having jurisdiction over the Work, the Project, or the Premises. All engineering Work to be performed by Contractor requiring certification shall be certified by professional engineers licensed under Applicable Law and properly qualified to perform such engineering services in the State of California.

Section 2.3 Design Documents.
(a) Contractor shall review and become familiar with the following documents, Authorizations and Applicable Laws in order to incorporate within the Design Documents and the Construction Documents all planning, design, project coordination and notification, safety and monitoring, construction and engineering requirements therein contained relating to the Project:
(i) the Applicable Permits issued as of the Effective Date; (ii) the Utility Interconnection Agreements
(such requirements, collectively, the “Premises-Related Requirements”). (b) As further described in the Scope of Work, Contractor will prepare design documents for the Project, consistent with the Basis of Design and consisting of the mechanical, process, structural, civil, and other drawings, models, specifications, plans and other documents necessary to describe the Project with respect to the civil engineering, structural, instrumentation, control, mechanical, electrical, and life safety Projects to be incorporated therein, including the documents specified in the Scope of Work (collectively, the “Design Documents”).
(c) The Design Documents will be submitted to Owner for review at intervals identified in Exhibit B, Scope of Work. Owner shall provide comments on the Design Documents to Contractor within fifteen (15) Business Days after Owner’s receipt thereof, and Contractor shall take Owner’s comments into consideration in the final Design Documents; provided however, that changes to the Basis of Design or other Design Documents may result in a Change Order. Owner’s review is for general conformance only and does not approve or transfer responsibility for design. Contractor remains solely responsible for design sufficiency to meet performance requirements and all Laws and Regulations.

Section 2.4 Construction Management.
(a) Contractor shall construct the Project in accordance with the EPC Requirements. Contractor shall inspect all Equipment (including Owner-Supplied Equipment) to be incorporated in the Project and shall reject those items determined not to be in compliance with the requirements of this Contract and the Construction

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Documents. Any item that is rejected by Contractor pursuant to the immediately preceding sentence shall be corrected (whether by repair, replacement or otherwise) so that it is in compliance with the requirements of this Contract and the Construction Documents. Repair, replacements or otherwise of the Owner-Supplied Equipment shall be at Owner’s cost unless such is necessitated by the actions of Contractor. Contractor shall ensure that all Subcontractors perform their respective subcontracts in accordance with the EPC Requirements. Contractor shall review and shall be fully responsible for the Work, including any portion of the Work performed by Subcontractors. (b) Contractor shall notify Owner of the designated individuals to serve as the CM and PM for the Project. Contractor acknowledges and agrees that the individuals designated as CM and PM shall have experience with management of similar facility installations and shall have the professional qualifications customarily held by individuals serving in such capacities. The CM shall have day-to-day responsibility for the Work in the field, while the PM shall have overall responsibility for communication and coordination with Owner in respect thereof, and any other matters relating to this Contract. Should Owner, at any time, find the performance of the CM or PM to be unacceptable, Owner shall so notify Contractor of its reasons therefor. Contractor must resolve the objections of Owner with respect to the CM or PM to Owner’s reasonable satisfaction, which may involve replacing such individual if Owner reasonably requests such replacement. Contractor may designate a different CM or PM at any time by written notice to Owner.
(c) Contractor will subcontract as needed to provide the construction oversight required to meet the requirements of Applicable Permits and Authorizations.

Section 2.5 Quality Assurance / Quality Control Plan/Inspection (a) General. Unless waived in writing by Owner, the Contractor shall prepare and maintain a Quality Assurance/Quality Control Plan (QA/QCP) to address all quantitative performance/specification requirements, installed conditions and operating characteristics. The QA/QCP is intended to document those inspections/tests necessary to assure Owner that product delivery, quality and performance are as required. It also serves as an inspection coordination tool between the Contractor and Owner. (b) Content. For each requirement, the QA/QCP shall identify: item/system to be tested, exact test(s) to be performed, measured parameters, inspection/testing organization, and the stage of construction development when tests are to be performed.

Organize the QA/QCP into volumes. Each inspection/test shall be coded and referenced on timeline charts to identify when tests should be performed. The Contractor is not relieved from required performance tests should these not be included in the plan.

Section 2.6 Correction of Work
(i) Contractor shall promptly correct Work rejected by the Engineer or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, shall be at the Contractor’s expense.

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Section 2.7 Study and Inspection of the Premises. Prior to the start of the Work, Contractor shall ensure that it has studied and inspected to its full satisfaction the Premises, as well as the Premises-Related Requirements, geotechnical and geo-morphological/hydrogeological studies/restraints disclosed to Contractor by Owner and the surroundings, accesses and weather characteristics of the Premises, to the extent that the foregoing are reasonably observable consistent with Prudent Industry Practices. If during these studies or investigations, or during the performance of the Work, a Differing Site Condition is discovered that affects performance of the Work, Contractor shall provide notice to Owner within five (5) Business Days, and the Parties shall work to arrive at a mutually acceptable approach to address the Differing Site Condition discovered and agree on a Change Order under which Contractor shall receive equitable adjustment to the Project Schedule and Contract Price to account for such Differing Site Condition(s).

Section 2.8 Procurement of Materials, Equipment, Supplies and Labor; Interconnection.
(a) Contractor shall procure, in Contractor’s name, and receive, store on or off the Premises, and transport to the Premises, the Equipment required for completion of the Project in accordance with the EPC Requirements; provided, however, that Contractor shall not be obligated to procure the Owner-Supplied Equipment. Owner shall provide the Owner-Supplied Equipment in quantity and schedule that will not negatively impact the Project Schedule or cause Contractor to incur additional expense; if Owner does not fulfill this obligation, Contractor shall be entitled to a Change Order under which it shall receive equitable adjustment to the Project Schedule and the Contract Price.
(b) Contractor shall be solely responsible for obtaining the building permit for the Project and complying with Applicable Law and rules and regulations applicable to the Work. Contractor shall be responsible for obtaining and paying for all other Applicable Permits and Authorizations.
(c) Neither the Contract Price nor this Contract includes the cost of addressing any changes to Owner’s or Utility’s equipment for interconnection of the PV Project that are not expressly provided for in the Scope of Work. If the Utility requires any modification of the Scope of Work or any construction, improvement or renovation of the Owner’s or Utility’s equipment, then Owner may utilize a contractor of Owner’s choice to undertake such construction, improvement, or renovation to Utility’s or Owner’s equipment, or, if Owner elects to utilize Contractor, Contractor shall be entitled to a Change Order for the cost of such work.
(d) Contractor shall also supply or arrange for Contractor and Subcontractor labor and manufacturing and related services that are required for completion of the Work.

Section 2.9 Start-Up. Contractor shall be responsible for the start-up of the Project and its components; the calibration of controls and all Equipment and commissioning.

Owner shall operate the Project during and after initial startup of the Project.

Section 2.10 Testing. Contractor shall perform, and re-perform as necessary, the Acceptance Tests in accordance with the Scope of Work.

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Section 2.11 Pre-Existing Conditions. Contractor shall not be responsible for work to address existing conditions, which could not be reasonably discoverable by Contractor by visual inspection, that (i) are non-compliant with applicable codes, (ii) may become non-compliant with applicable codes upon completion of Contractor’s Work, (iii) may cause Contractor’s completed Work to be non-compliant with applicable codes, (iv) may prevent Owner from realizing the full benefits of Contractor’s Work, (v) may present a safety or equipment hazard, or (vi) are otherwise outside the scope of Contractor’s Work. A Change Order will be required to bring any such pre-existing conditions into compliance.

Section 2.12 Incentives. Contractor makes no guarantee that Owner will receive funding from any Environmental Attribute, energy efficiency rebate, incentive, tax credits, and/or loan program(s), including the Inflation Reduction Act (collectively, “Incentive Funds”), or any portion thereof; Contractor expressly disclaims any liability for Owner’s failure to receive any portion of the Incentive Funds, and Owner 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 Price of this Contract or the payment timeline associated with payment of the Contract Price.

Section 2.13 Standard of Performance. Contractor shall be responsible for construction means, methods, techniques, sequences, procedures and safety and security programs in connection with the performance of the Work. Contractor shall perform the Work in a professional, prudent, good and workmanlike manner and in accordance with the EPC Requirements. Without limitation of the foregoing, all Equipment and materials supplied under this Contract shall new and of good quality, unless specified otherwise in this Contract.

Section 2.14 Labor and Personnel.
(a) Contractor shall provide and be responsible for the services of Contractor’s Personnel in connection with the Work. Contractor shall, and shall cause each Subcontractor to, use qualified labor and personnel for the performance of the Work in accordance with Prudent Industry Practice. All Contractors’ Personnel shall be licensed and insured to perform the Work to the extent required by Applicable Law or Prudent Industry Practice. Owner can require replacement of any of Contractor’s Personnel if Owner has a reasonable concern with respect to the performance of such personnel and if Owner provides prior written notice of such request, and Contractor shall have up to ten (10) Business Days to comply with such request to minimize any disruption in the Project Schedule.
(b) Contractor shall be responsible for all labor relations matters relating to the Project, including wages, salaries, hours of work, employee benefits, labor contracts, safety and related matters. Contractor shall at all times maintain discipline, safety and good order at the Premises and in the performance of the Work and shall remove and replace any personnel failing to maintain discipline, safety and good order. (c) Contractor shall cause all Contractor’s Personnel to be trained in and made aware of any applicable Premises-Related Requirements pertaining to any part of the Work performed by such Contractor’s Personnel, including, without limitation, instruction of all such Contractor’s Personnel regarding conditions at the Premises.

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Section 2.15 Permitting.
(a) Contractor shall timely obtain and maintain in effect (including by timely meeting all filing and other reporting requirements) all Applicable Permits that are not the legal responsibility of Owner to obtain, including, without limitation, permits as required by the California State Water Resources Control Board or City of Hanford.

Owner shall timely obtain and maintain in effect (including by timely meeting all filing and other reporting requirements) all other Applicable Permits. Owner and Contractor shall cooperate with each other in connection with the other Party’s efforts to obtain the Applicable Permits required to be obtained by the other Party under this Contract.

Contractor shall perform the Work in compliance with all Applicable Permits. (b) In connection with the Work, including without limitation the fulfillment of the conditions and requirements of the Applicable Permits pertaining thereto, Contractor’s Personnel shall fully and continuously cooperate with applicable Governmental Authorities, which cooperation shall include causing the CM and/or PM to meet at the Premises with Governmental Authorities as may be required and to provide such reports and filings as may be reasonably requested by such Governmental Authorities.

Section 2.16 Clean-Up and Waste Disposal.
(a) During the performance of the Work, Contractor shall keep the Premises clean and free from accumulations of waste materials, rubbish and other debris resulting from the Work. Such rubbish, waste materials and debris shall be removed from time to time and disposed of in accordance with the EPC Requirements. (b) Prior to Final Completion, Contractor will remove Contractor’s waste materials, rubbish, tools, construction equipment, machinery, surplus materials and other Project-related debris from the Project and the Premises and dispose of the same in accordance with Applicable Laws and Applicable Permits. (c) Contractor shall follow permit closeout requirements of general stormwater construction permit
Section 2.17 Safety Precautions. Contractor shall be responsible for the safety of its Work and the operations of each Subcontractor in accordance with Prudent Industry Practice and applicable OSHA requirements. Contractor will initiate and maintain a safety program in connection with its construction of the Project. Contractor will submit a Construction Site Safety Plan for Project to the Owner. Contractor will take reasonable precautions for the safety of, and will provide reasonable protection to prevent damage, injury, or loss to: (i) employees of Contractor and Subcontractors performing Work under this Contract; (ii) Contractor’s property and other materials to be incorporated into the Project, under the care, custody, and control of Contractor or its Subcontractors; and (iii) other property at or adjacent to the Premises not designated for removal, relocation, or replacement during the course of construction. Contractor will not be responsible for Owner’s employees’ safety unless and to the extent that Contractor’s negligence or intentional misconduct in the performance of its Work is the proximate cause of the employee’s injury. Any person entering areas where Work is being performed must follow Contractor’s and Owner’s written safety rules and regulations or such person may be escorted from the site.

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Section 2.18 Hazardous Materials.
(a) Contractor contemplates that it will not encounter any Hazardous Materials at the Premises, except as has been disclosed as a pre-existing condition by Owner prior to the Effective Date. However, any disclosure of Hazardous Materials that will affect the performance of the Work after the Effective Date will constitute a valid basis for a Change Order.
(b) Contractor shall not use any Hazardous Materials at the Premises except as may be necessary to perform the Work, and then only in accordance with Applicable Laws. Contractor will prevent the release of any Hazardous Materials by Contractor or its Subcontractors in the course of performing the Work. (c) Contractor will be responsible for removing from the Project, the Premises and areas adjacent thereto, and for properly disposing of, in compliance with Applicable Laws and Applicable Permits, all Hazardous Materials brought onto the Premises by Contractor or any Subcontractor during the performance of the Work. In the event Contractor encounters any Hazardous Materials at the Premises (including without limitation, a Differing Site Condition) when performing the Work, Contractor shall promptly cease any Work or operations in progress in an orderly, safe and efficient manner and inform Owner of the nature and location of said Hazardous Materials and Contractor shall receive equitable adjustment to the Project Schedule, the Contract Price, and the Work accordingly. As between Owner and Contractor, it shall then be Owner’s responsibility, at Owner’s sole cost and expense, to immediately eliminate or contain such Hazardous Materials in a commercially reasonable manner and in compliance with Applicable Law in order to allow Contractor and its Subcontractors to continue or finalize any such Work or operations in progress; provided, however, that nothing in this Section

2.18(c) shall represent or shall be construed by any Person to represent, Owner’s accepting responsibility for or otherwise in any fashion agreeing to remediate, cure or prevent Hazardous Materials present or hereafter existing at the Premises, it being acknowledged and agreed by Contractor and Owner that Owner’s liabilities and obligations with respect to such Hazardous Materials (other than to Contractor as set forth in this Section 2.18(c) are strictly limited as set forth in Applicable Law. (d) As a condition to Substantial Completion, Contractor will certify to Owner that, to Contractor’s current actual knowledge, without duty of inquiry or investigation, no Hazardous Materials were brought onto or generated at the Project or the Premises by Contractor or any Subcontractor or otherwise incorporated in the Project other than Hazardous Materials disclosed in writing to Owner, and that such Hazardous Materials were used, released, removed or disposed of in compliance with the EPC Requirements. (e) Contractor will immediately notify Owner of any spills, emissions or other releases of Hazardous Materials that occur in connection with the performance of the Work.

Section 2.19 Security of Premises and Protection of Work. (a) During the construction of the Project, Contractor shall store and maintain the Equipment in accordance with manufacturers’ recommendations and the EPC Requirements. During the construction of the Project, Contractor shall also receive all

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Equipment (including Owner-Supplied Equipment); provided, however, that Contractor shall not have an independent duty or obligation to examine shipments of OwnerSupplied Equipment and instead, shall reasonably cooperate with Owner to jointly examine such Owner-Supplied Equipment with Owner upon its delivery to the Premises.

If, after such joint examination, the Parties determine that certain portions of OwnerSupplied Equipment are broken or otherwise defective or damaged, Owner shall have the duty and responsibility to procure replacement Owner-Supplied Equipment as promptly as possible so as to not adversely impact the Project Schedule. For the avoidance of doubt, in the event any Equipment is stored by Contractor away from the Premises, all costs of such storage, and related insurance and transportation costs, shall be borne by Contractor and shall not be the subject of a Change Order hereunder. For avoidance of doubt, to the extent that Owner-Supplied Equipment needs to be stored away from the Premises because it is to be delivered more than two (2) weeks prior to such OwnerSupplied Equipment’s scheduled delivery to the Premises as included in the Project Schedule, Owner shall bear all costs of such storage prior to such two (2) week period. (b) In the performance of the Work, Contractor will protect and preserve the Work and other public and private property on, along, adjacent to or near the Premises, including, if necessary, by means of erecting a perimeter site fence. If any of Contractor’s Personnel directly or indirectly cause any damage to any such property, then Contractor will repair, rebuild or otherwise restore the same or otherwise make whole such damage in a reasonable manner and, in connection therewith, apply the proceeds of any available insurance received by Contractor in connection with such damage.

Section 2.20 Taxes.
(a) Except as set forth in Section 2.20(b), the Contract Price includes all taxes and fees applicable to the Work, including: (i) all corporate income tax, employee benefit taxes for all Work (whether performed by Contractor or any Subcontractor, and whether performed at the Premises or elsewhere); (ii) Contractor fees for Applicable Permits for which Contractor is responsible under this Contract; (iii) taxes imposed upon the Work or wages of Contractor’s employees, agents, representatives and Subcontractors; and (iv) except in respect of Owner-Supplied Equipment, duties, tariffs (including, without limitation, any tax or tariff imposed on any Equipment by reason of its importation from the People’s Republic of China or other foreign nation), and other charges, including sales and use taxes, income, excise, import or export and similar assessments imposed by any Governmental Authority with respect to this Contract that are in effect as of the Effective Date of the Contract. New or additional taxes, excise, import, export, tariff, duty or similar assessments imposed by any Governmental Authority after the Effective Date are not included in the Contract Price and shall be paid for by Owner. (b) Notwithstanding anything else contained in this Section 2.20, the Contract Price shall exclude (i) any energy resources surcharge, (ii) any real property taxes with respect to the Premises or the improvements from time to time thereon, and (iii) any personal property taxes with respect to the Equipment incorporated into the Project. (c) Owner shall provide copies to Contractor of statutorily required exemption certificates for sales and use tax, if applicable. Notwithstanding anything else contained in this Section 2.20, to the extent sales and use tax with respect to any Equipment or the

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Project is not subject to an exemption, or if Owner fails to provide Contractor with an exemption certificate statutorily required to obtain an exemption (and no other exemption is available), then Owner shall be responsible for reimbursing Contractor for any such sales and use tax.

Section 2.21 Owner Provided Premises Information. To the extent available and as requested by Contractor, Owner will provide Contractor with copies of maps, as-builts, utility locations, environmental surveys, land surveys, and other Premises information developed by or for Owner, or that have been provided to Owner by third parties. Contractor shall be entitled to rely on the accuracy of information actually provided in or depicted on maps, surveys, or other information that were developed by Owner or by parties under contract to Owner in connection with the ownership of the Premises or development of the Project. Owner makes no representation or warranty as to the accuracy of any maps, surveys or other Premises information that were provided to Owner by parties not under contract to Owner, and Contractor may use such maps, surveys and other Premises information at its own risk.

Section 2.22 Public Works Provisions.
(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 Owner and/or a registered civil or structural engineer, employed by Owner, 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 be commenced until this detailed plan has been accepted by Owner or by the person to whom authority to accept has been delegated by Owner. Pursuant to California Labor Code §6705, nothing in this Section 2.22(a) imposes tort liability on Owner or any of its employees.
(b) Pursuant to California Public Contract Code §7104, if the Work is a public work involving digging trenches or other excavations that extend deeper than four (4) feet below the surface of the ground:
(i) Contractor will promptly, and before the following conditions are disturbed, notify Owner, in writing, of any:
(A) Material that Contractor believes may be material that is hazardous waste, as defined in California Health and Safety Code §25117, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law;
(B) Subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to Contractor before the Effective Date;

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(ii) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract. (iii) Owner will promptly investigate the conditions and, if it finds that the conditions do materially so differ or do involve hazardous waste, and cause a decrease or increase in Contractor’ cost of, or the time required for, performance of any part of the Work will issue a Change Order under the procedures described in this Contract.
(iv) If a dispute arises between Owner and Contractor, whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’ cost of, or time required for, performance of any part of the Work, Contractor will not be excused from any scheduled completion date provided for by this Contract but will proceed with all Work to be performed under this Contract. Contractor will retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

ARTICLE 3

SUBCONTRACTORS
Section 3.1 Subcontractors.
(a) Owner acknowledges and agrees that Contractor may have portions of the Work performed by Subcontractors.
(b) No contractual relationship shall exist between Owner and any Subcontractor with respect to the Work, and no Subcontractor is intended to be or shall be deemed a third-party beneficiary of this Contract. Contractor shall be responsible to Owner for the acts and omissions of Subcontractors and of Persons directly or indirectly employed by them for the Work, to the same extent as Contractor is responsible to Owner for the acts and omissions of Contractor and its employees. Nothing contained in this Contract shall obligate Owner to pay or otherwise be responsible for the payment of any Subcontractor, except as may be required by Applicable Law. Entry into any Subcontract shall not relieve Contractor of any of its obligations under this Contract, including the obligations to perform the Work in accordance with the EPC Requirements. Owner will identify submittals it requires for major Equipment and Contractor shall submit to the Owner a copy of all specifications and warranties for such identified Equipment supplied by any Subcontractors.
(c) All Subcontracts shall be in writing. Contractor shall use commercially reasonable efforts to cause each Subcontract to:
(i) contain provisions that require the Work be performed in accordance with the EPC Requirements;
(ii) require the Subcontractors to satisfy the insurance requirements contained herein, or, if a Subcontractor does not satisfy the insurance requirements of this Agreement, Contractor’s insurance will provide the coverage required hereunder for the Subcontractor;

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(iii) require any Subcontractor at all times to maintain discipline, safety and good order at the Premises in the performance of its work and that of its personnel, and require that any Subcontractor remove and replace any personnel failing to maintain discipline, safety and good order;
(iv) require any Subcontractor that would have the capacity to place a lien on any portion of the Work to make timely payments to its laborers and suppliers and to submit certificates and waivers of liens for work completed by it and by its Subcontractors;
(v) require the Subcontractor to acknowledge that warranties related to the Work performed by the Subcontractor may be assigned directly to Owner without the further consent of the Subcontractor; and
Section 3.2 Labor Code. To the extent required by California Labor Code §1771 or other Applicable Law, 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, Owner 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 and posted at each Premises.

ARTICLE 4

OWNER-SUPPLIED EQUIPMENT
Section 4.1 Owner-Supplied Equipment.
(a) Owner shall be responsible for procuring the Owner-Supplied Equipment as described in the Scope of Work. Contractor shall be responsible for coordinating deliveries with the supplier of the Owner-Supplied Equipment in accordance with the terms of Owner’s purchase order for said equipment. Any failure by a supplier of the Owner-Supplied Equipment to comply with the terms of the purchase order with respect to delivery lead-times or quantities shall be an Owner-Caused Delay. (b) Contractor and Owner shall jointly inspect such Owner-Supplied Equipment within five (5) Business Days of receipt of such equipment and shall jointly either accept such Owner-Supplied Equipment or reject any portion of such equipment, including a detailed description of why such Owner-Supplied Equipment does not meet the requirements established pursuant to this Contract. Owner shall have the option in its sole discretion to either repair or replace such Owner-Supplied Equipment and any delay caused thereby shall constitute an Owner-Caused Delay. (c) Contractor shall ensure that any Work performed or provided in connection with Owner-Supplied Equipment shall be provided or performed in compliance with the EPC Requirements.
(d) Risk of loss of the Owner-Supplied Equipment following delivery to the Premises and joint acceptance in accordance with Section 2.19(a) shall be with

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Contractor until Substantial Completion at which such point risk of loss shall be with Owner. Prior to delivery to the Premises, risk of loss of the Owner-Supplied Equipment shall be with Owner or the supplier of the Owner-Supplied Equipment. Notwithstanding the risk of loss, title to the Owner-Supplied Equipment shall at all times remain with Owner.
(e) The Contract Price specifically excludes the cost of any Owner-Supplied Equipment, but includes installation and testing of such equipment.

Section 4.2 Cooperation. Contractor and Owner will cooperate with each other (a) to ensure that each of Contractor and Owner has correct and complete copies (redacted as appropriate) of all Owner-Supplied Equipment contracts and all other information relating to the Owner-Supplied Equipment, and (b) without limiting the obligations of Contractor hereunder, in the performance of all duties, responsibilities, obligations and exercise of all rights under this Contract with respect to the Owner-Supplied Equipment.

ARTICLE 5

OWNER OBLIGATIONS
Section 5.1 Real Estate Rights. Owner will secure and maintain at its expense all real estate rights which are necessary for Contractor’s Personnel to perform the Work.

Section 5.2 Owner’s Energy and Operational Records and Data. If Contractor requests, Owner will provide, within thirty (30) calendar days after such request, Owner’s Energy Usage Data for the twelve (12) months preceding the Contract Effective Date, and will make commercially reasonable efforts to provide the Energy Usage Data for the thirtysix (36) months preceding the Contract Effective Date. “Energy Usage Data” means all of Owner’s records and complete data concerning energy usage, energy-related maintenance, and other related costs for the Premises, and including, without limitation, utility records; applicable building drawings, specifications, existing AutoCAD files, operation and maintenance manuals, and as-builts; bills and records relating to operation and maintenance of systems and equipment within the Premises, and a description of operation and management procedures currently utilized. Owner agrees that Contractor may reasonably rely on the foregoing data as being accurate to the best of Owner’s actual knowledge.

Section 5.3 Applicable Permits; Owner-Supplied Equipment. (a) Contractor shall secure and maintain at its expense all Applicable Permits, including environmental and regulatory approvals, except those that by law must be obtained by Owner. For such Owner-required permits, Contractor shall assist in the preparation of applications and Owner shall execute promptly. Charges for permanent utility connections remain Owner’s responsibility.
(b) Subject to the other provisions of this Contract, Owner shall deliver the Owner-Supplied Equipment to the Premises in accordance with the Project Schedule. (c) Prior to issuing the Notice to Proceed, Owner must register the Project with the California Department of Industrial Relations, using Form PWC-100. (d) Contractor shall contract and provide interim inspection services in support of its QA/QC Program. Owner shall provide Owner Advisor/Construction Manager to

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oversee Contractor’s compliance with its QA/QC Program. Owner shall provide special inspections. The rights and obligations of Owner and Contractor under this Section

5.3(d) shall be subject to the following:
(i) Owner shall fully cooperate with Contractor to complete and submit all paperwork and forms required for Authority Having Jurisdiction (“AHJ”) approval.
(ii) Contractor shall not be responsible for satisfying any requirements or improvements required by the AHJ for compliance with Americans with Disabilities Act (“ADA”) resulting from the construction, improvement or renovation of the Owner’s buildings and/or structures. Further, Contractor shall not be obligated to proceed with the installation of the Project if AHJ approval is conditioned upon any improvements or upgrades and the Owner elects not to provide for such upgrades.
(e) Owner will operate valves and Equipment installed or housed at the wastewater treatment plant, including those installed as part of the Work. Owner will provide a reasonable number of operators for coordination and assistance as required for shutdowns, start-up, commissioning, and acceptance testing of Equipment and systems. (f) From and after Beneficial Use of Equipment, Owner shall provide licensed operators to operate each Equipment (including Owner-Supplied Equipment) and each portion of the Project that is operational.
(g) Owner will provide seed material and any associated transportation with the Work.

Section 5.4 Preparation for Work; during Work. Owner will do the following:
(a) drain, clean, and remove debris from any existing tank, wetwell and/or structures, unless specifically identified in Design Drawings. Prior to the start of Work within the existing Oxidation Ditch, Owner shall remove all debris and grit and spray down tank walls. Contractor will provide a minimum of four (4) week notice prior to accessing tanks, wetwells, and/or other structures.
(b) provide a temporary staging area for use during the construction phase of the Work to store and assemble equipment for completion of the Work, if needed. Owner will provide sufficient space at the Premises for the performance of the Work. (c) provide access to and reasonable use of necessary quantities of water, electrical power and other utilities, as needed for the construction of the Work (including construction trailers), at no cost to Contractor.
(d) obtain any required environmental clearances required under Applicable Law, including but not limited to, any clearances required under CEQA, prior to scheduled construction start date.
(e) remove subsurface conditions and obstacles (buried pipe, utilities, etc.) that are not otherwise previously and accurately documented by Owner to Contractor. Any such unforeseen conditions in the performance of the Work will entitle Contractor to a Change Order.

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Section 5.5 Duty to Cooperate. Owner shall, throughout the performance of the Work, cooperate with Contractor in a manner which is consistent with EPC Requirements and perform its responsibilities, obligations and services under this Contract in a timely manner to facilitate Contractor’s timely and efficient performance of the Work and so as not to delay or interfere with Contractor’s performance of its obligations under the Construction Documents. Owner shall coordinate the Work to be performed by Contractor with its own operations and with any other construction project that is ongoing at or around the Premises, with the exception that Contractor will coordinate the Interconnection Facilities work, if any, which will be performed by the Utility. Owner shall allow Contractor and its subcontractors access to and reasonable use of necessary quantities of Owner’s water and other utilities, including electrical power, as needed for the construction of the Work, at no cost to Contractor.

Section 5.6 Adjacent Land Owners. Owner shall, at its sole expense, arrange for and execute all agreements with land or property owners adjacent to or near the Premises that are necessary to enable Contractor to perform the Work.

Section 5.7 Access to Premises. Throughout the period of Contractor’s performance of the Work, and subject to all EPC Requirements, Premises-Related Requirements, and to the requirements set forth in Owner Materials, Owner shall afford Contractor, and its Subcontractors, consultants and suppliers, and all other Contractor’s Personnel access to the Premises in order to timely and efficiently perform the Work, including providing parking permits and identification tags, for Contractor and subcontractors and providing either provide a set or sets of keys to Contractor or providing a readily available security escort to unlock and lock doors.

Section 5.8 Assistance with Government Approvals. Owner shall provide commercially reasonable assistance to Contractor in obtaining the building permit required to be obtained by Contractor.

ARTICLE 6
CONTRACT PRICE; PAYMENT
Section 6.1 Contract Price. As full compensation and consideration for the full and complete performance of all of the Work and all of Contractor’s other obligations under this Contract and all costs in connection therewith, Owner shall pay to Contractor, and Contractor shall accept, the Contract Price, subject to the provisions of this Contract, including without limitation, ARTICLE 8.

Section 6.2 Value Engineering
The City of Hanford encourages contractors to develop and implement innovative approaches to construction projects. When new approaches result in construction cost savings that represent a benefit to Owner’s wastewater utility ratepayers, Owner and the contractor may share the savings in construction cost. Refer to Caltrans Section 4- 1.07, “Value Engineering,” of the Standard Specifications; method and procedure for sharing construction cost savings as a general guideline.

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Section 6.3 Payment of Contract Price.
(a) Before the first Application for Payment and within the time specified in the Agreement, the Contractor shall submit to Owner a detailed Schedule of Values, which shall be used as the basis for payment.
(b) Prior to the Effective Date, Owner issued two (2) separate Notices to Proceed for the PV System in the amounts of Two Hundred Thousand Dollars ($200,000.00) and Three Hundred Ninety Thousand Dollars ($390,000.00) and Contractor has invoiced Owner for payment thereof. Payment must be received by Contractor no later than December 31, 2025 in order to establish “start of construction” for purposes of investment tax credits on the PV System for which Owner will apply. (c) Monthly Progress Payments. As the Work progresses, Contractor will submit to Owner its Invoice for monthly payments based on the progress made on the Project (a “Progress Payment”) through the date on which Contractor submits such Invoice. All Invoices will be in accordance with the Schedule of Values. (d) APPLICATION FOR PAYMENT
(i) In submitting each Application For Payment, Contractor warrants that: title to all Work covered by each Application for Payment shall pass to Owner no later than the time of payment. Contractor further warrants that all Work covered by the previous Application for Payments are free and clear of liens, claims, security interest or other encumbrances to the extent of payments received from Owner.
(e) Each Application for Payment shall:
(i) Describe the services performed;
(ii) Include an estimate of the percentage of Work completed; (iii) Show the total amount of the payment due;
(iv) Include a certification by the project manager, that the Work has been performed in accordance with the provisions of the Contract Documents; (v) Maintain and, upon request, include such documentation as may be reasonably necessary to substantiate the percentage of completion of Work in accordance with the Schedule of Values;
(vi) Include duly completed and executed forms of Conditional Waiver and Release in accordance with California Civil Code Section 8132 of all persons eligible to file stop notices in connection with the Work covering the payment requested; and
(vii) Include duly completed and executed forms of Unconditional Waiver and Release, in accordance with California Civil Code Section 8134 of all persons eligible to file stop notices in connection with the Work covering the payment received by Contractor for the previous Application for Payment.

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(f) Materials Stored Off-Site. In addition to the Progress Payments specified in Section 6.2(a), Contractor may invoice Owner for materials purchased in advance and not stored at the Premises. Each such Invoice will be accompanied by proof of off-site material purchases, evidence that the materials have been delivered to a warehouse reasonably acceptable to Owner and evidence of appropriate insurance coverage. Owner will pay one hundred percent (100%) of Contractor’s Invoice for the materials delivered, less Retention. Contractor will protect and insure, for replacement value, stored materials from damage. Damaged materials, even though paid for, will not be incorporated into the Work. Contractor will be solely responsible for promptly replacing, at its sole cost, any materials damaged during storage or transportation to the Premises. (g) Retention. Owner, or its designee, must approve and pay each Invoice, less a retention amount (“Retention”) of five percent (5%) in accordance with California Public Contract Code §7201, within thirty (30) calendar days after its receipt of the Invoice. A failure to approve and pay an Invoice in a timely manner is a material default by Owner under this Contract. Owner may, but shall not be required to, make Progress Payments in full without Retention at any time after fifty percent (50%) of the Work has been completed, as permitted pursuant to California Public Contract Code §9203. Upon Substantial Completion, the Retention must be reduced to two percent (2%) of the Contract Price, and Contractor may invoice and Owner will pay this amount. Owner will pay Contractor the remaining two percent (2%) Retention amount upon achieving Final Completion. In lieu of Retention being held by Owner, Contractor may request that securities be substituted or Retention be held in an escrow account pursuant to California Public Contract Code §22300.
(h) Final Payment. Upon Final Completion, Contractor shall submit to Owner a final Invoice for an amount equal to the balance of the Contract Price not previously invoiced, with releases and lien waivers to be provided by Contractor. Owner shall pay the final Invoice within fifteen (15) days after receipt by Owner if there is no Contractor Default at the time payment is due.

Section 6.4 Owner’s Right to Withhold Payments. If any Contractor Default has occurred and is continuing or if there is a breach that Contractor is curing, then Owner shall have the right to retain out of any amount payable to or for the account of Contractor under this Contract an amount sufficient to provide Owner security for the performance of the defaulted or unsatisfied obligations of Contractor under this Contract. Within ten (10) days following the cessation of the applicable Contractor Default or breach, resulting from Contractor having cured the same and having paid Owner all amounts owed to Owner under this Contract, any amounts withheld pursuant to this Section 6.5 shall be paid to Contractor, unless this Contract has been terminated by reason of a Contractor Default pursuant to Section

14.7. Section 6.5 Payments Not Waiver. No payment made, or deemed to be made, by Owner under this Contract shall constitute a waiver of any claim or right Owner may have at that time or thereafter, including claims regarding unsettled liens, warranty rights, and indemnification obligations of Contractor.

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Section 6.6 Payment of Subcontractors. Contractor shall promptly pay each Subcontractor the amount to which the Subcontractor is entitled in accordance with Applicable Laws and the terms and conditions set forth in the respective Subcontract.

Section 6.7 Interest and Disputed Invoices. Any amounts not paid by either Party to the other when due under any provision of this Contract, including the provisions of this Section 6.8, shall bear interest from and including the date payment was originally due through and including the actual date of payment at the Default Rate. If there is any dispute about any amount invoiced by Contractor, the amount not in dispute shall be paid pursuant to this ARTICLE 6 and any disputed amount that is ultimately determined to have been payable shall be paid with interest at the Default Rate from and including the date the item was payable through and including the actual date of payment.

Owner will pay undisputed portions of properly submitted payment requests within thirty (30) days per PCC §20104.50. Owner may withhold up to 150% of disputed amounts. Interest, if any, applies only to undisputed late amounts at the Default Rate.

ARTICLE 7

COMMENCEMENT OF WORK
Section 7.1 Notice to Proceed. Execution of this Contract constitutes full notice to proceed (“Notice to Proceed”) for the Solar Scope. Within ten (10) days after Owner has closed the financing referenced in Section 7.2, Owner will issue to Contractor the written notice to proceed for the Wastewater ECMs (“Wastewater Notice to Proceed”). Contractor will begin Work on the Wastewater ECMs within thirty (30) calendar days after Contractor’s receipt of the Wastewater Notice to Proceed. If Owner fails to issue the Wastewater Notice to Proceed within twenty (20) calendar days after the financing has closed, Contractor will be entitled to an equitable extension of time and/or an equitable adjustment in the Contract Price as a result of such delay. Any Work performed by Contractor prior to the issuance of the Wastewater Notice to Proceed shall be performed in Contractor’s sole discretion and at its risk, with no payment obligation by Owner therefor, provided, however, that if the Wastewater Notice to Proceed is ultimately issued by Owner, then all Work performed prior to the Wastewater Notice to Proceed issuance shall be deemed to have been performed under this Contract and shall be subject to the terms and conditions of this Contract (including payment obligations).

Section 7.2 Finance Contingency. It is acknowledged and agreed by the Parties that the continued existence of this Contract is expressly contingent upon Owner closing financing that will allow it to make the payments to Contractor required by this Contract; provided however, that Owner, as of the Effective Date, is authorizing Contractor to proceed with the Solar Scope, and therefore, prior to the financing closing, Owner shall pay Contractor for all Work completed in accordance with the Schedule of Values. It is acknowledged and agreed that Contractor will have no obligation to commence performance of the Work unless and until the financing has been closed.

Section 7.3 Proof of Financial Arrangements. Upon Owner closing financing referenced in Section 7.2 above, Owner will provide Contractor proof that financial

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arrangements have been made to fulfill Owner’s obligations under this Contract. Owner’s requirement to furnish such proof to Contractor is a condition precedent to continuation of the Work. Thereafter, Contractor may request such proof if (i) Owner fails to make payments to Contractor as this Contract requires; (ii) a Change in the Work materially changes the Contract Price to the extent that Owner must secure additional financing to pay the costs associated with the Change in the Work; or (iii) Contractor has other reasonable concerns regarding Owner’s ability to fulfill its payment obligations under this Contract when due. Owner will furnish such proof as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After Owner furnishes any such proof, Owner will not materially vary such financial arrangements without prior consent of Contractor. If Owner fails to provide Contractor with such proof within ten (10) calendar days of receiving a demand from Contractor, Contractor will be entitled to suspend its performance under this Contract until such proof is received.

ARTICLE 8

CHANGES
Section 8.1 Change; Change Orders. A Change will result from an OwnerRequested Change pursuant to Section 8.2 or a Contractor-Required Change pursuant to Section 8.4(a). No Change shall be made except in accordance with a duly issued Change Order executed in writing by both Parties in accordance with this ARTICLE 8. Each Change Order shall contain details of the Change, and any adjustments of the Design Documents, the Construction Documents, the Contract Price, and the Project Schedule.

Section 8.2 Owner-Requested Changes. Owner may, at any time prior to Substantial Completion, by notice to Contractor, request Changes in the Work consisting of additions, deletions, modifications or substitutions within the general scope of this Contract (any such notice, an “Owner-Requested Change”), subject to any equitable adjustments to the Contract Price, or the Project Schedule in accordance with Section 8.6 and Section 8.7.

Section 8.3 Differing Site Conditions. If Contractor encounters a Differing Site Condition, Contractor will be entitled to an adjustment in the Contract Price and/or Project Schedule to the extent Contractor’s cost and/or time of performance are adversely impacted/by the Differing Site Condition. Upon encountering a Differing Site Condition, Contractor shall provide prompt written notice to Owner of such condition, which notice shall not be later than twenty-one (21) days after such condition has been encountered. Contractor shall, to the extent reasonably possible, provide such notice before Differing Site Condition has been substantially disturbed or altered.

Section 8.4 Contractor Changes.
(a) Contractor shall be entitled to an equitable adjustment by a Change Order (“Contractor-Required Change”) resulting from the following circumstances: (i) an Excusable Event (in which case Contractor will have an obligation to identify and implement reasonable mitigation of foreseeable impacts of an Excusable Event); (ii) delays in the delivery of Owner-Supplied Equipment to the Premises as referenced in Section 2.8(a) that are the cause of disruption and change to the Project Schedule; (iii) as provided in connection with a suspension of the Work under Section 14.1(b) (provided, that such suspension is not in connection with a Contractor Default); (iv) an OwnerPage 44 of 1117 - 27 -
Caused Delay, or (v) any other circumstance beyond the reasonable control of Contractor which has a material impact on the Contract Price or the Project Schedule. (b) Contractor shall provide notice to Owner of any Contractor-Required Change. Such notice shall include details concerning the reasons for the Change and all other information required below.

Section 8.5 Notice to Owner.
(a) Contractor shall give timely notice to Owner of any event or circumstance that Contractor believes is or will give rise to a Contractor-Required Change. Such notice shall be in writing and shall include information on the event or circumstance that gives rise to a Contractor-Required Change; provided, however, that each such notice shall be issued as promptly as possible but in no event later than fifteen (15) Business Days following Contractor’s (or any Subcontractor’s) actual knowledge of any such event or circumstance.
(b) In the case of any Change, Contractor shall promptly prepare and submit to Owner an estimate of the increase or decrease, if any, in the Contract Price and the lengthening or shortening, if any, of the Project Schedule required to complete the Change and the remaining portion of the Work, together with an explanation of the basis for the estimates taking into consideration available mitigation of such impact, and the related amendments to any provision of this Contract. Upon Owner’s approval of such Change, Contractor shall prepare the Change Order for the Parties to execute and, upon its execution and delivery by both Parties, proceed with the implementation of the Change.
(c) Within ten (10) Business Days of receipt of any notice of a ContractorRequired Change and all supplemental supporting documentation reasonably necessary for Owner to evaluate the Contractor-Required Change, or such longer period as Owner may reasonably require to secure necessary approvals (which period shall be added to the Project Schedule, and in any event shall not exceed an additional ten (10) Business Days), Owner shall notify Contractor of its approval or proposed changes to the Contractor-Required Change. If Owner disputes Contractor’s entitlement to or the proposed terms of a Contractor-Required Change, then, subject to Section 8.8, the provisions of ARTICLE 200 may be invoked to resolve the dispute.

Section 8.6 Adjustments to Contract Price. The price of any Work required or modified by a Change shall be on a lump-sum fixed price agreed to by the Parties, unless another method, including, without limitation, a Time and Material Basis, is mutually agreed upon.

Section 8.7 Adjustments to Schedule. Adjustments to the Project Schedule as a result of a Change shall be equal to the actual amount of delay incurred by Contractor on the critical path of the performance of the Work, subject to adjustments to the Work to mitigate the delay. Contractor shall use reasonable efforts to mitigate delays; provided, however, if such mitigation would cause a material increase in the costs of performing the Work, Contractor shall not pursue such efforts unless requested in writing by Owner, in which case Contractor shall be entitled to a related Change in the Contract Price.

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Section 8.8 Continuation of Work Pending Resolution of Dispute. In the event of a dispute in connection with a Contractor-Required Change or an Owner-Requested Change, during all periods prior to the resolution of the dispute, if so directed by Owner, Contractor shall perform the undisputed portion of the Work.

Section 8.9 Other Provisions Unaffected. Except to the extent the Parties specifically modify any of the provisions of this Contract as part of an executed Change Order, all provisions of this Contract shall apply to all Changes, and no Change, amendment, or waiver shall be implied as a result of any other Change.

ARTICLE 9
ACCEPTANCE TEST; INTERCONNECTION
Section 9.1 Notice of Acceptance Test.
(a) At least ten (10) Business Days prior to performing the Acceptance Test, Contractor shall deliver to Owner a written notice specifying a date for commencement of the Acceptance Test for each ECM.
(b) Owner may be present during the Acceptance Test.

Section 9.2 Acceptance Test Guidelines.
(a) Contractor shall develop its Acceptance test procedures in a manner consistent with the acceptance test guidelines (“Acceptance Testing”) provided in Exhibit B, Scope of Work. The Acceptance Test shall be performed by Contractor in order to demonstrate if the Project meets the Contract requirements. Contractor shall maintain detailed records of the Acceptance Test, and deliver copies of such records to Owner upon completion of the Acceptance Test. Contractor shall provide an Acceptance Test report to Owner within thirty (30) days following the test completion. (b) Contractor shall perform the Acceptance Test in accordance with the Acceptance Test Guidelines and the EPC Requirements. During the Acceptance Test, Contractor shall provide all consumables, skilled labor, and such other materials or services necessary for the completion of the Acceptance Test. Owner shall provide licensed operators to operate the equipment and systems. If the Acceptance Test reveals that the ECM or Project does not meet or exceed the EPC Requirements, Contractor shall remedy the issue at its own cost and repeat the Acceptance Test. At such time as the Acceptance Test demonstrates that the ECM or Project meets or exceeds the EPC Requirements, Contractor shall certify same to Owner in a written notice signed by Contractor, that includes all Acceptance Test results as required under this Section 9.22.

ARTICLE 10

COMPLETION AND ACCEPTANCE OF THE WORK
Section 10.1 Substantial Completion. Contractor shall have achieved “Substantial Completion” when each of the following conditions has been met in respect of an individual ECM:
(a) Contractor has completed the start-up and commissioning of the ECM;

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(b) the preparation and successful execution of all activities described in the Scope of Work required to place the ECM into initial operation following commissioning;
(c) except for the Punch-List, the Work required to be furnished by Contractor has been properly provided, assembled, installed, constructed, correctly adjusted, tested, and otherwise incorporated into the ECM consistent with the EPC Requirements; (d) the ECM is capable of being operated in accordance with the EPC Requirements;
(e) the Punch-List for the ECM has been prepared by Contractor and delivered to Owner and Contractor certifies that it has no knowledge of any incomplete Work or deficiencies in the ECM or any other Work, except as set forth in the Punch-List; the Punch-List may also include items as identified by the Owner; (f) the Construction Documents and other deliverables that are to be delivered to Owner by Contractor on or before Substantial Completion for such ECM pursuant to this Contract have been completed and delivered to Owner in the form and substance required by this Contract and Contractor has delivered to Owner effective waivers and releases of Contractor’s liens through such date (which waivers and releases may be conditioned upon payments due by Owner hereunder); and
(g) the Acceptance Test has been successfully completed pursuant to Section

9.22, demonstrating that the Project meets or exceeds the Contract requirements, including, without limitation, applicable performance requirements.

Section 10.2 Notice and Report of Substantial Completion. (a) When Contractor believes that it has achieved the requirements set forth in Section 10.1, Contractor shall deliver to Owner a written notice of such determination (“Notice of Substantial Completion”). The Notice of Substantial Completion shall contain a report with sufficient detail to enable Owner to determine whether the ECM has achieved Substantial Completion. In addition, upon request by Owner, Contractor shall provide reasonable access to the Premises, the ECM, and all other Work so that Owner may conduct such investigations and inspections as are reasonably needed. (b) Within ten (10) Business Days of receipt of the Notice of Substantial Completion, Owner shall either (a) acknowledge that Contractor has achieved Substantial Completion by signing the acknowledgment in the Notice of Substantial Completion and returning it to Contractor, or (b) notify Contractor that Substantial Completion was not achieved, stating the reasons therefor. If Owner certifies that Substantial Completion has been met, the date indicated as such on such certificate shall be deemed the date of Substantial Completion. If Owner notifies Contractor that Substantial Completion has not been met, Contractor will promptly undertake such action or work as necessary to achieve Substantial Completion and shall then issue another Notice of Substantial Completion to Owner pursuant to Section 10.2(a) stating that Contractor believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved in accordance with Section 10.2(a). If Owner fails to notify Contractor within ten (10) Business Days after receipt of the Notice of

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Substantial Completion whether Substantial Completion has or has not been achieved, Substantial Completion will be deemed to have been achieved.

Section 10.3 Transfer of Possession and Control of the Project to Owner. Upon Beneficial Use of any ECM or System, possession and control of that ECM or System, as applicable, shall be conveyed by Contractor to Owner free and clear of any and all liens or encumbrances (other than liens or encumbrances in connection with Owner’s failure to pay amounts due hereunder), and Owner shall assume care, custody and control, risk of loss, and responsibility to insure such ECM or System, as applicable. Upon Substantial Completion of all ECMs, Owner shall assume care, custody and control, risk of loss, and responsibility to insure the Project.

Section 10.4 Punch-List.
(a) Not less than fifteen (15) days prior to Contractor’s submission to Owner of a Notice of Substantial Completion, Owner and Contractor shall inspect the Project and Contractor shall prepare a Punch-List. Contractor shall provide the Punch-List to Owner together with an estimate of the time to complete or correct each item on the proposed Punch-List for review. Owner shall review and comment on the Punch-List not later than five (5) Business Days after receipt from Contractor. Contractor shall issue a revised Punch-List to Owner that takes account of or responds to Owner’s comments to the draft Punch-List not later than five (5) Business Days after Contractor’s receipt of such comments. Such procedure shall be repeated until Owner has approved the PunchList. Failure to approve or comment on the draft Punch-List within the allowed time period shall be deemed acceptance. Contractor shall be solely responsible for completing the items on the Punch-List prior to Final Completion.
(b) Promptly after Owner’s receipt and acceptance, or deemed acceptance of the Punch-List for the Project, Contractor and Owner shall agree upon a schedule for Contractor’s completion of such Punch-List, which schedule shall provide that Contractor shall complete the Punch-List within sixty (60) days following Substantial Completion. Owner shall provide Contractor reasonable access to the Project to perform such Work in accordance with the agreed schedule. Upon completion of the final PunchList for the Project to the reasonable satisfaction of Owner, and compliance by Contractor with the other requirements for Final Completion, Owner shall make the final payment to Contractor pursuant to Section 6.4(f).

Section 10.5 Final Completion. Contractor shall have achieved “Final Completion” when each of the following conditions has been met in respect of the Project:
(a) all of the Work shall be complete, including all items on the final PunchList; (b) Substantial Completion has occurred for every ECM;
(c) delivery to Owner of all releases and lien waivers; (d) delivery to Owner of final as-built drawings of the Project, if different from any as-built drawings delivered at Substantial Completion; (e) Contractor’s obligations under this Contract required to be performed on or prior to Final Completion, other than any obligations that survive the termination of this

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Contract or that are, by their express terms, not to be performed until after Final Completion, have been completely and satisfactorily performed; (f) the Project has been constructed in accordance with the EPC Requirements, including, without limitation, applicable performance requirements; (g) all Contractor equipment and all of Contractor’s supplies, personnel, debris, rubbish, and foreign material have been removed from the Premises and other areas disturbed by the Work;
(h) Contractor has paid to Owner payments due and payable hereunder, if applicable; and
(i) Contractor has issued and delivered a Notice of Final Completion to Owner.

Section 10.6 Notice and Report of Final Completion. When Contractor believes that it has achieved Final Completion in accordance with Section 10.5, Contractor shall deliver to Owner a written notice of such determination (“Notice of Final Completion”). The Notice of Final Completion shall contain a report with sufficient detail to enable Owner to determine the achievement by Contractor of Final Completion.

Section 10.7 Achievement of Final Completion. Within ten (10) Business Days of receipt of the Notice of Final Completion, Owner shall either (a) acknowledge that Contractor has achieved Final Completion by signing the acknowledgment in the Notice of Final Completion and returning it to Contractor, or (b) notify Contractor in writing that Final Completion has not been achieved, stating the reasons therefor. If Owner acknowledges that Final Completion has been met, the date indicated as such on such certificate shall be deemed the date of Final Completion. If Owner notifies Contractor that Final Completion has not been met, Contractor will promptly undertake such action or work as necessary to achieve Final Completion and shall then issue another Notice of Final Completion to Owner stating that Contractor believes that Final Completion has been achieved. Such procedure shall be repeated until Final Completion is achieved. If Owner fails to notify Contractor within ten (10) Business Days after receipt of the Notice of Final Completion whether Final Completion has or has not been achieved, such failure shall constitute an Owner-Caused Delay.

ARTICLE 11

WARRANTIES ON WORK AND EQUIPMENT
Section 11.1 Warranties.
(a) Contractor shall provide the following warranties in connection with the Work (collectively, the “Warranties”):
(i) Commencing on the date of Substantial Completion on each portion of the Project, as identified on the Schedule of Values, and for a period of one (1) year thereafter (the “Warranty Period”), Contractor warrants that such portion of the Project will conform in all respects to the Scope of Work and the Construction Documents and will be free from defects in design, engineering, workmanship and materials, except to the extent any such defects in design, engineering, workmanship and materials are covered by any Manufacturer’s Warranty (the “Project Warranty”). Contractor shall be liable with respect to any action or failure

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to act by Contractor or its Subcontractors which results in the Project Warranty, or any part thereof, being voided or limited in any way. The Parties agree that they will work together in good faith to develop the Project Warranty and other provisions for the Wastewater ECMs, which will be mutually agreed upon and included in the Amendment. The portion of this Agreement regarding the installation and construction of Wastewater ECMs is explicitly conditioned on the parties’ execution of such Amendment.
(ii) Notwithstanding any other term or provision herein to the contrary, Owner acknowledges and agrees that all equipment manufacturer warranties (“Manufacturer’s Warranty(ies)”) are intended to be a pass-through of the warranties provided by the original equipment manufacturers. Contractor shall not be responsible for the cost of repairing a defect to the extent that the original equipment manufacturer of any Equipment does not honor its Manufacturer’s Warranty for any reason, including as a result of its termination of operations, insolvency, liquidation, bankruptcy or similar occurrence. (iii) During the Warranty Period, Contractor shall enforce the Manufacturer’s Warranties for and on behalf of Owner and shall use reasonable efforts and diligence to pursue and preserve any Manufacturer’s Warranty claim against the applicable manufacturer; provided however, that Owner shall be responsible to pursue any breach of warranty claim against a manufacturer who breaches its Manufacturer’s Warranty.
(b) The Project Warranty does not apply to an instance of damage, malfunction, or degradation of the Project, directly caused by:
(i) normal wear and tear;
(ii) someone other than Contractor or its Subcontractors installing, removing, re-installing or repairing the Project; provided, however, that (x) authorized representatives of any Manufacturer who provide installation, removal, repair or re-installation of Equipment covered under such Manufacturer’s Warranty shall not be considered “someone other than Contractor or its Subcontractors” for purposes of this Section;
(iii) destruction or damage to the Project or the capacity of the Project to safely operate in accordance with the EPC Requirements or Prudent Industry Practices, in either case not caused by Contractor or its approved service providers while servicing the Project;
(iv) Owner’s failure to perform, or breach of, Owner’s obligations hereunder (including Owner’s maintenance obligations) or misuse of the Project; (v) any Force Majeure event; or
(vi) a power or voltage surge caused by someone other than Contractor including a grid supply voltage outside of the standard range specified by the Utility.

Section 11.2 Repair of Defects.

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(a) If during the Warranty Period, Owner discovers a breach of the Warranties, Owner will notify Contractor in writing of such failure promptly upon discovery but no later than ten (10) Business Days following discovery of such breach. Subject to Section

11.1(a)(ii), during the Warranty Period, Contractor shall at its own cost and expense, as promptly as possible, repair or replace any portion of the Work that does not conform to Project Warranty. In addition, Contractor shall promptly perform such tests as Owner may reasonably require in order to demonstrate the cure of such failure as the result of Contractor’s repair or replacement as aforesaid.
(b) Contractor shall use commercially reasonable efforts to coordinate with Owner any repairing, replacing or re-performing of the Work covered by the Warranties, in each case pursuant to this Section 11.2 so as to minimize any adverse impact on the operation of the Project.
(c) If Contractor does not use its reasonable efforts to commence and diligently pursue the activities required hereunder within ten (10) Business Days after receipt of written notice of a nonconformity, or such longer time as may reasonably required to commence such activities, then Owner, after written notice to Contractor, may perform or have performed by qualified and experienced third parties the necessary remedy consistent with such activities required under Section 11.2(a) and Section 11.2(b), and Contractor shall be liable for all direct, reasonable and documented costs, charges and expenses (including transportation) incurred by Owner in connection with such remedy, provided that such remedy does not void any of the Warranties. If Contractor fails to perform timely, Owner may utilize Contractor’s warranty security to remedy Contractor’s breach, with Contractor remaining liable for direct, reasonable, and documented costs, charges, and expenses (including transportation) incurred by Owner in connection with such remedy that are not paid by Contractor’s security Section 11.3 Warranty Period Extension. Any Work re-performed and any part of the Project that is reworked, repaired or replaced pursuant to Contractor’s obligations in connection with the Project Warranty will be warranted by Contractor for the later of duration of the remainder of the unexpired Warranty Period or ninety (90) days after such rework, repair or replacement.

Section 11.4 Assignment of Warranties. Upon Final Completion, to the extent that the Manufacturers’ Warranties are not directly enforceable by Owner pursuant to their terms, Contractor shall assign all Manufacturer Warranties to Owner.

Section 11.5 LIMITATION OF WARRANTY. THE WARRANTIES

PROVIDED IN THIS CONTRACT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER

WARRANTIES FROM CONTRACTOR OF ANY KIND, WHETHER EXPRESS OR

IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS

FOR A PARTICULAR PURPOSE) AND OWNER HEREBY EXPRESSLY WAIVES THE RIGHT TO THE SAME.

ARTICLE 12

REPRESENTATIONS AND WARRANTIES
Section 12.1 Representations and Warranties.

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(a) Contractor hereby represents and warrants to Owner as follows:
(i) Due Organization of Contractor. Contractor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted.

Contractor is duly qualified to do business in the State of California and in any other jurisdiction in which the transaction of its business makes such qualification necessary.
(ii) Due Authorization of Contractor; Binding Obligation. Contractor has full power and authority to execute and deliver this Contract and to perform its obligations hereunder, and the execution, delivery and performance of this Contract by Contractor have been duly authorized by the necessary action on the part of Contractor; this Contract has been duly executed and delivered by Contractor and is the valid and binding obligation of Contractor and, to Contractor’s current actual knowledge, without duty of inquiry or investigation, enforceable in accordance with its terms.
(iii) No Violation of Law; Litigation. Contractor is not in violation of any Applicable Law which violations, individually or in the aggregate, would affect its performance of any obligation under this Contract or Owner’s rights under this Contract. There is no litigation nor are there any arbitration proceedings by or before any arbitrators, court or other Governmental Authority now pending or (to its current actual knowledge, without duty of inquiry or investigation) threatened against it which, if adversely determined, could reasonably be expected to have a material adverse effect on its ability to perform all its obligations under this Contract.
(iv) Non-Contravention. The execution, delivery and performance of this Contract by Contractor and the consummation of the transactions contemplated hereby do not and will not contravene the certificate of incorporation or by-laws of Contractor and do not and will not conflict with or result in a breach of or default under any indenture, mortgage, lease, agreement, instrument, judgment, decree, order or ruling to which Contractor is a party or by which it or any of its properties is bound or affected.
(v) Regulatory Approvals. Governmental or other authorizations, approvals, orders, licenses, or consents required in connection with the execution, delivery and performance of this Contract by Contractor have been obtained or will be obtained in due course.
(b) Owner hereby represents and warrants to Contractor as follows:
(i) Due Authorization of Owner; Binding Obligation. Owner has full power and authority to execute and deliver this Contract and to perform its obligations hereunder and the execution, delivery and performance of this Contract by Owner have been duly authorized by the necessary actions on the part of Owner; this Contract has been duly executed and delivered by Owner and is the valid and binding obligation of Owner enforceable in accordance with its terms.

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(ii) No Violation of Law; Litigation. Owner is not in violation of any Applicable Law which violations, individually or in the aggregate, would affect its performance of any obligation under this Contract or Contractor’s rights under this Contract. There is no litigation nor are there any arbitration proceedings by or before any arbitrators, court or other Governmental Authority now pending or (to its best knowledge) threatened against it which, if adversely determined, could reasonably be expected to have a material adverse effect on its ability to perform all its obligations under this Contract.
(iii) Non-Contravention. The execution, delivery and performance of this Contract by Owner and the consummation of the transactions contemplated hereby do not and will not contravene the organizational documents or policies of Owner and do not and will not conflict with or result in a breach of or default under any indenture, mortgage, lease, agreement, instrument, judgment, decree, order or ruling to which Owner is a party or by which it or any of its properties is bound or affected.
(iv) Regulatory Approvals. Governmental or other authorizations, approvals, orders, licenses, or consents required in connection with the execution, delivery and performance of this Contract by Owner have been obtained or will be obtained in due course.

ARTICLE 13
OWNER’S RIGHT TO INSPECT WORK AND STOP WORK FOR CAUSE
Section 13.1 Inspection and Re-Performance.
(a) Owner will have the right to have access to and perform its own inspection of the Work, wherever located, at any stage of completion, provided that any unreasonable interference by Owner shall constitute an Owner-Caused Delay. (b) Owner may reject any Work that does not comply with the EPC Requirements. If Owner’s inspection reveals any such non-compliance or any other defects in any portion of Work, then Contractor will commence remedial efforts within five (5) days of Owner’s rejection of Work and shall diligently pursue such efforts through completion.
(c) No inspection performed, or failed to be performed by Owner or any Governmental Authority hereunder or under any Premises-Related Requirements, will be deemed a waiver of any of Contractor’s obligations under this Contract or be construed as an approval or acceptance of the Work or any portion thereof.

ARTICLE 14

TERMINATION AND SUSPENSION
Section 14.1 Owner’s Right to Suspend Work for Convenience. (a) Owner may at any time and from time to time by notice to Contractor suspend (and later reinstate) the Work without terminating this Contract. If Owner suspends the Work pursuant to this Section 14.1, then Contractor shall:

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(i) suspend all further Work related to the portion of the Work that is suspended, except such Work as Owner may specify; and
(ii) secure the Work against any deterioration, loss, or damage. (b) Contractor will be entitled to a Change Order (including an equitable change to the Contract Price, and Project Schedule) in accordance with ARTICLE 8. (c) If Owner does not notify Contractor to resume the Work within ninety (90) days, Contractor may terminate the Contract, and such termination shall be deemed a termination for the convenience of Owner pursuant to Section 14.3.

Section 14.2 Certain Payment Upon Owner’s Suspension. Owner shall pay Contractor for any actual costs and charges reasonably incurred as a result of such suspension on a monthly basis, including any reasonable suspension charges, demobilization and remobilization expenses, and other payments due to the Subcontractors. Contractor shall mitigate such costs and charges to the extent reasonably possible. Reasonable suspension charges include, without limitation, fees or penalties paid by Contractor to vendors.

Section 14.3 Owner’s Right to Termination for Convenience. (a) Owner shall have the right to terminate this Contract, in whole, not in part, for its sole convenience at any time by giving thirty (30) days prior written notice thereof (the “Termination Notice”) to Contractor.
(b) If Owner elects to terminate this Contract pursuant to this Section 14.3, then Contractor shall, at Owner’s request and expense, perform the following services, as applicable:
(i) cease all further Work, except such Work as Owner may specify in the Termination Notice for the sole purpose of reasonably protecting that part of the Work already executed;
(ii) promptly assist Owner in preparing an inventory of all Equipment in use or in storage at, or off, the Premises;
(iii) transfer or assign, as applicable, to Owner, without any right to additional compensation:
(A) unencumbered and lien-free title to all Work not already owned by Owner, provided that Owner has paid to Contractor the portion of the Contract Price that covers such Work;
(B) to the extent assignable or transferable, all Applicable Permits, if any, then held by Contractor pertaining to the Project; and (C) remove from the Premises all of Contractor’s personal property and Contractor’s debris and rubbish as Owner may request.

Section 14.4 Termination Payment Upon Termination for Convenience. (a) Amount of Termination Payment.

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(i) If Owner elects to terminate this Contract under Section 14.3, Owner shall pay to Contractor a termination payment (the “Termination Payment”). (ii) The Termination Payment shall consist of:
(A) amounts due, but not yet paid, for Work performed prior to the effective date of termination;
(B) direct costs paid, contracted or for which Contractor is liable, in accordance with the EPC Requirements or as required by Applicable Law, at the time of termination that are in addition to amounts otherwise paid or due as of the effective date of termination; (C) cancellation or restocking costs payable to a Subcontractor or vendor under the terms of the applicable contract between Contractor and such Subcontractor or vendor;
(D) direct, out of pocket costs reasonably incurred by
Contractor in protecting the Work;
(E) direct, out of pocket costs reasonably incurred by
Contractor in performance of the items enumerated in Section 14.3; and (F) Contractor’s profit and overhead on all completed Work and costs of termination.

Section 14.5 Payment of the Termination Payment. Owner shall pay the entire Termination Payment to Contractor within thirty (30) days of Owner’s receipt of Contractor’s submission of a detailed invoice of the amounts outlined in Section 14.4.

Section 14.6 Events of Default by Contractor. Each of the following events or conditions will constitute an “Contractor Default”:
(i) any substantial failure by Contractor to perform or comply with this Contract, including a material breach of any covenant contained herein, and such failure continues for thirty (30) calendar days after notice to Contractor demanding that such failure to perform be cured; provided that (y) such failure to perform will not be deemed a default hereunder if it is excused by a provision of this Contract, and (z) if such cure cannot be effected in thirty (30) calendar days, Contractor will be deemed to have cured the default upon the commencement of a cure within thirty (30) calendar days and diligent subsequent completion thereof; or (ii) any representation or warranty furnished by Contractor in this Contract which was false or misleading in any material respect when made.

Section 14.7 Termination for Default by Contractor. If there is a Contractor Default, unless such Event of Default has been cured within the applicable time periods for a cure set forth in Section 14.6, Owner may terminate this Contract by providing ten (10) Business Days’ written notice to Contractor. Upon termination, Contractor will promptly return to Owner all papers, materials, and property of Owner held by Contractor in connection with this Contract. Contractor will also assist Owner in the orderly termination of this Contract

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and the transfer of all aspects hereof, tangible and intangible, as may be necessary for the orderly, non-disrupted business continuation of Owner.

Section 14.8 Remedies Upon Contractor Default. If this Contract is terminated due to Contractor Default, Owner will be entitled to obtain any available legal or equitable remedies through arbitration proceedings instituted pursuant to Section 20.3, including, without limitation, recovering amounts due and unpaid by Contractor and/or damages, which will include Owner’s reasonable, actual, direct out-of-pocket losses incurred by reason of such Contractor Default; and any payment or delivery required to have been made on or before the date of the Contractor Default and not made, including interest on any sums due, and losses and costs incurred as a result of terminating this Contract and all costs and expenses reasonably incurred in exercising the foregoing remedies.

Section 14.9 Events of Default by Owner. Each of the following events or conditions will constitute an “Event of Default” by Owner:
(i) any substantial failure by Owner to perform or comply with this Contract, including a material breach of any covenant contained herein, and such failure continues for thirty (30) calendar days after notice to Owner demanding that such failure to perform be cured; provided that (y) such failure to perform will not be deemed a default hereunder if it is excused by a provision of this Contract; and (z) if such cure cannot be effected in thirty (30) calendar days, Owner will be deemed to have cured the default upon the commencement of a cure within thirty (30) calendar days and diligent subsequent completion thereof; or (ii) any representation or warranty furnished by Owner in this Contract which was false or misleading in any material respect when made; or (iii) any failure by Owner to pay any amount to Contractor which is not paid within ten (10) calendar days after written notice from Contractor that the amount is past due.

Section 14.10 Remedies Upon Owner Default. If this Contract is terminated due to Owner Default, Contractor will be entitled to obtain any available legal or equitable remedies through arbitration proceedings instituted pursuant to Section 20.3, including, without limitation, recovering amounts due and unpaid by Owner and/or damages, which will include Contractor’s reasonable, actual, direct out-of-pocket losses incurred by reason of such Owner Default; and any payment or delivery required to have been made on or before the date of the Owner Default and not made, including interest on any sums due, and losses and costs incurred as a result of terminating this Contract and all costs and expenses reasonably incurred in exercising the foregoing remedies.

ARTICLE 15

FORCE MAJEURE
Section 15.1 Force Majeure. As used in this Contract, an event of “Force Majeure” shall mean any circumstance not within the reasonable control, directly or indirectly, of the Party affected, but only if and to the extent that (1) despite the exercise of due diligence, such circumstance, or the impact thereof, cannot, through commercially reasonable efforts be prevented, avoided or removed by the affected Party, (2) such event is

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not due to the affected Party’s negligence or intentional misconduct, and (3) such circumstance is not the result of any failure of such Party to perform any of its obligations under this Contract. Subject expressly to the foregoing conditions, Force Majeure may include:
(a) war, sabotage, hostilities, acts of a public enemy, terrorist acts; action or omissions by a Governmental Authority, including failure of Governmental Authority to promptly conduct inspections and issue Authorizations which have been duly applied for;
(b) adverse weather conditions or natural phenomena, including but not limited to, typhoons, hurricanes, tornadoes, lightning storms, explosions or fires arising from natural causes, earthquakes, hailstorms, landslides, volcanic eruptions, range or forest fires, floods, sustained winds over manufacturer’s installation requirements, and other climatic and weather conditions that are abnormally severe for the period of time when, and the area where, such storms or conditions occur, in each case occurring at a property, the access roads to a property, or any other location where Work is then being performed, and unsafe or hazardous conditions arising from such adverse weather conditions or natural phenomena. The term “adverse weather conditions” specifically includes rain, snow or sleet in excess of one hundred fifty percent (150%) of the median level over the preceding ten (10) year period for the local geographic area and time of year in which such rain, snow or sleet accumulates;
(c) strikes, walkouts, lockouts or similar industrial or labor actions (including disruptive union activity meant to force the use of union work force) or disputes, provided, however that strikes, walkouts, lockouts or similar industrial or labor actions or disputes threatened or initiated by or solely against any Contractor’s Personnel or arising as a result of any Contractor’s Personnel’s failure to comply with or enter into a collective bargaining agreement shall expressly not be an event of Force Majeure; (d) delays which result from the conduct of any Owner Person; (e) power outages or shutdown of transmission facilities; (f) vandalism, riot, insurrection, or other public disorder or civil disturbance; and
(g) regional epidemic or global pandemic.

Notwithstanding anything to the contrary, the term “Force Majeure” shall not include: (1) any delay, default or failure of a Subcontractor, vendor or other Person performing the Work, except to the extent such Subcontractor, vendor or other Person, if they were a party hereto, would be able to claim a Force Majeure event in connection with such delay, default or failure, or (2) a Party’s financial inability to perform.

Section 15.2 Burden of Proof. The burden of proof as to whether a Force Majeure event has occurred shall be upon the Party claiming a Force Majeure event.

Section 15.3 Excused Performance. If either Party is rendered wholly or partly unable to perform its obligations under this Contract because of a Force Majeure event, that Party will be excused from whatever performance is affected by the Force Majeure event, and the Project Schedule shall be extended, to the extent so affected; provided, however, that

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Contractor shall endeavor to continue to perform its obligations under this Contract so far as reasonably practicable.

ARTICLE 16

TITLE AND RISK OF LOSS
Section 16.1 Title. Title to the Equipment (other than Owner-Supplied Equipment) and all other materials, supplies and machinery used in connection with the Work and that become a permanent part of the Project shall vest in Owner upon the earlier of (i) payment in full for each Equipment hereunder by Owner to Contractor for such Equipment or other items, and (ii) the incorporation of such Equipment, materials, supplies or machinery into the Work.

Section 16.2 Risk of Loss. Notwithstanding the passage of title to Owner in accordance with Section 16.1, or Owner’s title to Owner-Supplied Equipment, Contractor shall have the full responsibility for care, custody, and control of the Project, including Equipment incorporated into the Work (as well as all Owner-Supplied Equipment upon joint acceptance of such Owner-Supplied Equipment at the Premises by Owner and Contractor in accordance with Section 2.8), and shall bear the risk of loss of and damage to, and shall be obligated to repair, replace, or reconstruct all Equipment or other item of Work that is lost, damaged, or destroyed prior to (1) Beneficial Use of the Equipment, ECM, or Project, or (2) Substantial Completion, whichever occurs first.

Section 16.3 No Liens or Encumbrances.
(a) Contractor warrants and guarantees that legal title to and the ownership of license to the Work (including, without limitation, the Project and the Equipment (other than any Owner-Supplied Equipment), operation and maintenance manuals, services, materials and supplies provided pursuant to this Contract) shall pass to Owner, free and clear of any and all liens, provided that Owner has made payment in full for all amounts due to Contractor then required by this Contract to have been made. (b) In the event of any liens, Contractor promptly shall, at its own cost, and provided that Owner has paid to Contractor all undisputed amounts related to such lien, shall remove and discharge any such lien; provided, however, if Contractor is unable so to promptly remove and discharge any such encumbrance, Contractor, at its own cost, may provide to Owner in lieu thereof a bond or other collateral, in form and substance satisfactory to Owner, to fully indemnify Owner against any loss resulting from such liens.

Section 16.4 Intellectual Property.
(a) License. The Scope of Work and the Design and Construction Documents and certain technology, drawings, designs, details, databases, data, software, and other property delivered by Contractor hereunder and reasonably identified as proprietary, whether or not incorporated into the Project, are and shall at all times remain the sole and exclusive property of Contractor. Effective from the earlier of the completion of the applicable Work and the early termination of this Contract, Contractor hereby grants Owner (and its successors and assigns) a royalty-free license, for the life of the Project, to use the Design Documents and Construction Documents (including, without limitation

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in CAD format) and all technology, drawings, designs, details, databases, data, software, and other property delivered by Contractor, solely for the operation, maintenance and repair of the Project, but not for the resale or leasing of such Project (except in conjunction with a permitted assignment of this Contract or permitted sale of the Project).

Owner may use the Design Documents and Constructions documents for expansion of the Project at its sole risk and without liability to Contractor. Nothing in this Contract shall transfer any right, title or interest in any intellectual property of Contractor or Contractor’s Personnel or of any Subcontractor. For the avoidance of doubt, notwithstanding any provision of this Contract to the contrary, all Intellectual Property of Contractor owned by or under license to Contractor shall remain the property of Contractor.

ARTICLE 17

INSURANCE AND BONDS
Section 17.1 Contractor’s Insurance. As of the Effective Date and continuing through the date of Final Completion, Contractor shall, at its cost and expense, obtain and maintain in force insurance policies providing the coverage of the types and in the amounts provided in Exhibit C.

Section 17.2 Owner’s Insurance. As of the Effective Date and continuing through the date of Final Completion, Owner shall, at its cost and expense, obtain and maintain in force insurance policies providing the coverage of the types and in the amounts provided in Exhibit C.

Section 17.3 Certificates. The Parties shall, no later than the date Notice to Proceed is issued, deliver to each other certificates of insurance and endorsements evidencing compliance with the requirements in the Contract.

Section 17.4 Payment and Performance Bonds. Prior to commencing Work under this Contract, Contractor will furnish to Owner a performance bond, in an amount equal to one hundred percent (100%) of the Contract Price, 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 Contract Price (collectively, the “Contract Bonds”). Contracts Bonds will be written on forms reasonably acceptable to Owner. The Contract Bonds are not being furnished to cover the performance of any performance or savings guarantee or maintenance work under this Contract, nor to cover any equipment and/or material manufacturer’s warranty or other third-party warranty being assigned to Owner.

Section 17.6 Reduction of Bonds at Substantial Completion. As each ECM achieves Substantial Completion, Contractor may reduce the amount of the Contract Bonds by ninetyfive percent (95%) of the amount attributed to such ECM in the Schedule of Values.

ARTICLE 18

INDEMNIFICATION
Section 18.1 Contractor Indemnity.
(a) Contractor agrees to indemnify, defend, and hold harmless Owner Indemnitees, from and against any and all demands, liens or other encumbrances on

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Owner, the Work, the Premises, the Project, or Owner’s other property, claims, losses, liabilities, costs, damages, causes of action, expenses, fines, settlements and judgments, including court costs, experts’ fees and reasonable attorneys’ fees, resulting from or in connection with (i) the claims of third parties whether arising in equity, at common law, or by statute, or under the law of contracts, torts or property, of every kind or character, to the extent relating to the negligence or willful misconduct of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose negligent acts such Person may be liable, or a material breach of any covenant, representation or warranty made by Contractor under this Contract or any Exhibit hereto, (ii) any fines, penalties, proceeding or action of any Governmental Authority (iii) the use of Hazardous Materials, whether lawful or unlawful, brought onto the Premises by Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable (collectively, the “Owner Losses”).

This indemnification obligation will survive the termination of this Contract. (b) Notwithstanding the foregoing, nothing herein shall require Contractor to indemnify, defend or hold harmless an Owner Indemnitee for Owner Losses to the extent such Owner Losses have resulted from the negligence or willful misconduct of, or breach of Applicable Law by, any Owner Indemnitee.

Section 18.2 Owner Indemnity. To the fullest extent permitted by Applicable Laws, Owner will indemnify, hold harmless, release and defend Contractor, its officers, employees, and agents from and against any and all actions, claims, demands, damages, disabilities, fines, penalties, losses, costs, expenses (including consultants’ and attorneys’ fees and other defense expenses) and liabilities of any nature that may be asserted by any person or entity, to the extent arising out of Owner’s gross negligence, unlawful acts or willful misconduct. This indemnification obligation will survive the termination of this Contract.

Section 18.3 Notices. Each Party shall notify the other in writing of any claims from any third party within ten (10) Business Days of receipt of a claim that may be covered by the indemnities set forth herein. The failure of the Indemnitee to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any indemnification responsibility, except to the extent, if any, that such failure materially prejudices the ability of the Indemnifying Party to defend such claim.

Section 18.4 Defense of Claims. The indemnifying Party under this Contract (“Indemnifying Party”) shall have the sole right to control the defense of any suit or proceeding with its choice of counsel based on any claim, demand, loss, damage, cause of action, suit or liability for which Indemnifying Party is responsible under any such indemnification. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnitee if such settlement (a) does not include an irrevocable release of all claims against the Indemnitee; (b) materially diminishes any of the Indemnities’ rights under this Contract or seeks to impose additional obligations on the Indemnitee; (c) modifies the Project or the operation or maintenance of the Project; or (d) contains a stipulation or admission or acknowledgement of any liability or wrongdoing on the part of the Indemnitee.

The Indemnitee shall give the Indemnifying Party such assistance as the Indemnifying Party may reasonably require in such defense, at the Indemnifying Party’s expense. The Indemnitee shall have the right to be represented in such defense and settlement by counsel of its own choice at its own expense. If, following written notice and a reasonable opportunity to cure,

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the Indemnifying Party fails to defend diligently such suit or proceeding, the Indemnitee may, in its reasonable discretion, either defend such suit or proceeding or settle the claim which is the basis thereof, without the consent of the Indemnifying Party, but with prior notice to the Indemnifying Party, without relieving the Indemnifying Party of its indemnification obligations hereunder and in each case the Indemnifying Party shall reimburse the Indemnitee for the settlement payment, expenses, court costs and reasonable attorneys’ fees.

ARTICLE 19

LIMITATION OF LIABILITY
Section 19.1 Limitation of Liability. The liability of a defaulting Party will be limited to direct, actual damages. Except as expressly provided in this ARTICLE 19, in no event shall either Party (or their Subcontractors, employees and affiliates) be liable to the other Party (or its Subcontractors, employees and affiliates) for special, indirect, consequential and punitive damages, arising out of or in connection with the performance of the Work or this Contract whether or not any such liability is claimed in contract (including breach) law, equity, tort or otherwise, and this limitation shall apply irrespective of negligence, fault or strict liability. Contractor’s total liability hereunder to Owner shall not exceed one hundred fifty percent (150%) of the Contract Price; provided that such limitation on liability shall not apply to any claim based on gross negligence, fraud or willful misconduct of Contractor. Owner’s liability hereunder to Contractor shall not exceed one hundred percent (100%) of the Contract Price; provided, that such limitation on liability shall not apply to any claim based on gross negligence, fraud or willful misconduct of Owner. The limitations of liability set forth above shall not apply to: (a) Owner’s obligations to make payments for the Work under this Contract; or (b) any acts or omissions for which liability cannot be disclaimed or limited under applicable law.

ARTICLE 20

DISPUTE RESOLUTION
Section 20.1 Initial Dispute Resolution. If a dispute arises out of or relates to this Contract, the transaction contemplated by this Contract, or the breach of this Contract (a “Dispute”), either Party may initiate the dispute resolution process set forth in this Article 20 by giving notice to the other Party. The Parties will endeavor to settle the Dispute as follows:
(i) Field Representatives’ Meeting: Within fifteen (15) Business Days after notice of the Dispute, Contractor’s senior project management personnel will meet with Owner’s project representative in a good faith attempt to resolve the Dispute.
(ii) Management Representatives’ Meeting: If Contractor’s and Owner’s project representatives fail to meet, or if they are unable to resolve the Dispute, senior executives for Contractor and for Owner, neither of whom have had day-to-day management responsibilities for the Project, will meet, within thirty (30) calendar days after notice of the Dispute, in an attempt to resolve the Dispute and any other identified disputes or any unresolved issues that may lead to a dispute. If the senior executives are unable to resolve a Dispute or if a senior management

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conference is not held within the time provided herein, either Party may submit the Dispute to mediation in accordance with Section 20.2.

Section 20.2 Mediation. If the Dispute is not settled pursuant to Section 20.1, the Parties will endeavor to settle the Dispute by mediation under the Commercial Mediation Procedures of the American Arbitration Association. Mediation is a condition precedent to arbitration or the institution of legal or equitable proceedings by either Party. Once one Party files a request for mediation with the other Party and with the American Arbitration Association, the Parties agree to conclude the mediation within sixty (60) calendar days after filing the request. Either Party may terminate the mediation at any time after the first session, but the decision to terminate must be delivered in person by the Party’s representative to the other Party’s representative and the mediator. If the Dispute is not resolved by mediation within sixty (60) calendar days after the date of filing of the request for mediation, then the exclusive means to resolve the Dispute is final and binding arbitration, as described in Section

20.3. Either Party may initiate arbitration proceedings by notice to the other Party and the American Arbitration Association.

Section 20.3 Arbitration Proceedings. The following provisions apply to all arbitration proceedings pursuant to this Section 20.3:
(i) The place of arbitration will be Kings County, California. (ii) One arbitrator (or three arbitrators if the monetary value of the Dispute is more than $2,000,000) (the “Arbitral Panel”) will conduct the arbitral proceedings in accordance with the rules of the American Arbitration Association currently in effect (“Arbitration Rules”). To the extent of any conflicts between the Arbitration Rules and the provisions of this Contract, the provisions of this Contract prevail.
(iii) The Parties will submit true copies of all documents considered relevant with their respective statement of claim or defense, and any counterclaim or reply. In the discretion of the Arbitral Panel, the production of additional documents that are relevant and material to the determination of the Dispute may be required.
(iv) The Arbitral Panel does not have the power to award, and may not award, any punitive, indirect or consequential damages (however denominated).

Arbitration fees and costs shall be paid by the non-prevailing Party. The Party prevailing in arbitration will be awarded its reasonable attorneys’ fees and costs. (v) The award must be in the form of a reasoned award.
(vi) The Dispute will be resolved as quickly as possible. The Arbitral Panel will endeavor to issue the arbitration award within six (6) months after the date on which the arbitration proceedings were commenced. (vii) The award will be final and binding and subject to confirmation and enforcement proceedings in any court of competent jurisdiction.

Section 20.4 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.

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Section 20.5 Lien Rights. Nothing in this Article 20 limits any rights or remedies not expressly waived by Contractor that Contractor may have under any lien laws or stop notice laws.

Section 20.6 Obligations Continue. The pendency of a Dispute shall not in and of itself relieve either Party of its duty to perform the undisputed portion of the Work under the Contract.

Section 20.7 Injunctive Relief. Notwithstanding anything in this Contract to the contrary, nothing in this Contract is intended to, nor shall it, prevent the Parties from seeking injunctive relief at any time as may be available under law or in equity.

ARTICLE 21

COOPERATION WITH OWNER
Section 21.1 Cooperation with Owner. Contractor shall coordinate with Owner for the ingress and egress of Contractor’s personnel to and from the Premises so as to minimize disruption of its operations. Through effective material management, traffic and logistics coordination and resource management to be deployed in consultation with Owner, Contractor shall ensure minimal disruption while accommodating any reasonable special needs of the Owner, such as mitigation of traffic and parking issues. Contractor shall prohibit and prevent its personnel and its Subcontractors’ personnel from loitering or wandering on the Premises.

ARTICLE 22

RECORDS AND AUDITS
Section 22.1 Technical Documentation. Except to the extent Applicable Laws require a longer retention, Contractor shall maintain and shall cause its Subcontractors to maintain all technical documentation pertaining to the Equipment for a period of not less than three (3) years after Final Completion or, if longer, in accordance with Contractor’s document retention program.

Section 22.2 Accounting Records. Except to the extent Applicable Laws require a longer retention, Contractor shall maintain and shall use commercially reasonable efforts to cause Subcontractors to maintain records to relating to the Work performed or provided under this Contract for a period of not less than three (3) years after Final Completion.

ARTICLE 23

MISCELLANEOUS
Section 23.1 Authorized Representative. Owner shall appoint an Authorized Representative and notify Contractor in writing of such representative’s name, address, email address, and telephone number within thirty (30) days of the Effective Date. Owner may, at any time, change the designation of its Authorized Representative, provided, Owner shall promptly notify Contractor in writing of such change. Such Authorized Representative shall be authorized to administer, but not modify or amend, this Contract on behalf of Owner and agree upon procedures and provide such information as is necessary for coordinating the efforts of the Parties. In order to secure effective cooperation and to deal on a prompt and

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orderly basis with the various scheduling and administrative issues which may arise in connection with the rights and obligations of the Parties hereunder, such Authorized Representative and the PM shall reasonably and continuously cooperate and communicate with one another until Final Completion.

Section 23.2 Utility Work. Owner expressly understands and agrees that Excusable Events may occur due to Interconnection Facilities work that may need to be performed by the Utility in order for Contractor to fully implement the Project. “Interconnection Facilities” means any distribution or transmission lines and other facilities that may be required to connect equipment supplied under this Contract to an electrical distribution/transmission system owned and maintained by the Utility. Any Interconnection Facilities work that may be required will be performed by the Utility under the Interconnection Agreement.

Section 23.3 Trade Secrets. If any materials or information provided by Contractor to Owner under this Contract are designated by Contractor as a “trade secret” or otherwise exempt from disclosure under the Public Records Act (California Government Code §7920.000 et seq., the “Act”) and if a third party makes a request for disclosure of the materials under the Act, as soon as practical (but not later than five (5) calendar days) after receipt of such request, Owner will notify Contractor of such request and advise Contractor whether Owner believes that there is a reasonable possibility that the materials may not be exempt from disclosure. Within ten (10) calendar days after a third party’s request for disclosure of materials under the Act, Contractor will (i) authorize Owner to release the documents or information sought; or (ii) if Contractor reasonably believes that the information is exempt from disclosure, advise Owner not to release the materials. Contractor will indemnify, defend, and hold Owner and owner’s officers, officials, employees, and agents harmless with respect to any claims and liabilities arising from the withholding of records at Contractor’s request.

Section 23.4 Municipal Advisor. THE PARTIES ACKNOWLEDGE AND

AGREE THAT OPTERRA ENERGY SERVICES, LLC IS NOT A MUNICIPAL ADVISOR

AND CANNOT GIVE ADVICE TO OWNER WITH RESPECT TO MUNICIPAL

SECURITIES OR MUNICIPAL FINANCIAL PRODUCTS ABSENT OWNER BEING

REPRESENTED BY, AND RELYING UPON THE ADVICE OF, AN INDEPENDENT REGISTERED MUNICIPAL ADVISOR. OPTERRA ENERGY SERVICES, LLC IS NOT

SUBJECT TO A FIDUCIARY DUTY WITH REGARD TO OWNER OR THE PROVISION OF INFORMATION TO OWNER. OWNER WILL CONSULT WITH AN INDEPENDENT

REGISTERED MUNICIPAL ADVISOR ABOUT THE FINANCING OPTION APPROPRIATE FOR OWNER’S SITUATION.

Section 14.02 Tax Advisor. The Parties acknowledge and agree that Opterra Energy Services, LLC is not a tax advisor and cannot give advice to Owner with respect to the Inflation Reduction Act and any funds Owner may be eligible for thereunder. Owner must consult its own tax and legal advisors with regard thereto.

Section 23.5 Assignments.
(a) Except as set forth below, this Contract may be assigned only with the prior written consent of the other Party.

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(b) Owner may collaterally assign this Contract and any rights or obligations hereunder to any Financing Party as collateral security. (c) Contractor may assign this Contract and all related contracts without the consent of Owner: (i) to an affiliate; or (ii) pursuant to a merger, consolidation, transfer of substantially all its assets, or by operation of law.

Section 23.6 Governing Law. This Contract shall in all respects be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law rules thereof which may direct the application of the laws of another jurisdiction.

Section 23.7 Severability. If any provision of this Contract shall be held void, voidable, invalid or inoperative, no other provision of this Contract shall be affected as a result thereof, and, accordingly, the remaining provisions of this Contract shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.

Section 23.8 Notices.
(a) All notices permitted or required to be given under this Contract shall be in writing and shall be sent by personal delivery or courier service (such as FedEx or UPS) to the other Party at the address set forth below. Writing shall not include electronic mail, unless receipt is acknowledged by recipient.

If to Owner:

City of Hanford
Attn: Utilities & Engineering Director
900 S. 10th Ave.

Hanford, CA 93230
If to Contractor:

OPTERRA Energy Services, LLC
35 North Lake Street, Suite 900
Pasadena, CA 91101
ATTN: Contract Administrator
(b) Notices, addressed in compliance with the foregoing, shall be deemed received: (i) on the day on which such notice is delivered personally or (ii) the following Business Day if deposited with a recognized overnight carrier. (c) Each Party shall have the right to change the place to which notice shall be sent or delivered or to specify one additional address to which copies of notices may be sent, in either case by similar notice sent or delivered in like manner to the other Party.

Section 23.9 No Waiver of Rights. Except as may be specifically agreed in writing, the failure of Owner or Contractor to insist in any one or more instances upon the strict performance of any one or more of the provisions of this Contract or to exercise any right herein contained or provided hereunder, shall not be construed as, or constitute in any

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way, a waiver, modification or relinquishment of the performance of such provision or right(s), or of the right to subsequently demand such strict performance or exercise such right(s), and such rights shall continue unchanged and remain in full force and effect.

Section 23.10 Entire Contract. This Contract and its Exhibits contain the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous written and oral agreements, proposals, negotiations, understandings and representations pertaining to the subject matter hereof. This Contract is the result of arms-length negotiations between two sophisticated parties and ambiguities or uncertainties in it will not be construed for or against either Party, but will be construed in a manner that most accurately reflects the intent of the Parties as of the Effective Date. Each of the Parties acknowledges and agrees that neither Party has provided the other with any legal, accounting, regulatory, financial, or tax advice with respect to any of the transactions contemplated hereby, and each Party has consulted its own legal, accounting, regulatory, financial and tax advisors to the extent it has deemed appropriate.

Section 23.11 Amendments. No amendments or modifications of this Contract shall be valid unless evidenced in writing and signed by a duly authorized representative of the Party against which enforcement is sought.

Section 23.12 Survival. Cancellation, expiration or earlier termination of this Contract shall not relieve the Parties of obligations that by their nature should survive such cancellation, expiration or termination.

Section 23.13 No Third-Party Rights. This Contract and all rights hereunder are intended for the sole benefit of the Parties and, to the extent expressly provided, for the benefit of the Owner Indemnitees and Contractor Indemnitees, and shall not imply or create any rights on the part of, or obligations to, any other Person.

Section 23.14 Obligations Non-Recourse. The Parties acknowledge that each Party has entered into this Contract entirely on its own behalf, and not on behalf of its affiliates, and that neither Party shall have any recourse against any of the other Party’s affiliates, members, partners, parents, joint venturers, officers or directors for any reason.

Section 23.15 Relationship of the Parties. Nothing in this Contract shall be deemed to constitute either Party a partner, agent or legal representative of the other Party, or to create any joint venture, partnership or fiduciary relationship between the Parties.

Contractor is and shall remain an independent contractor in the performance of this Contract, maintaining complete control of its personnel, workers, Subcontractors and operations required for performance of the Work.

Section 23.16 Counterparts. This Contract may be executed and delivered (including by facsimile transmission or portable document format) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

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[Signature pages follow]

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Engineering, Procurement and Construction Contract to be executed by their duly authorized officers and to be effective as of the day and year first above written.

Contractor:

OPTERRA ENERGY SERVICES, LLC
By: Courtney Jenkins
Title: President & CEO
Owner:

CITY OF HANFORD
By:

Name: CHRISTOPHER TAVAREZ
Title: Interim City Manager

Exhibit A

PREMISES
Facility Address
City of Hanford Waste Water
Treatment Plant 10555 Houston Ave, Hanford, CA 93230

Exhibit B

SCOPE OF WORK
California State Contractor’s License Number 1142716
California Public Works Contractor Registration Number 2000014411 Energy Conservation Measures (ECM) to Be Implemented
ECM
Description
#
1 Solar Photovoltaic Installation
2 Waste Water Treatment Plant Upgrades
2A Upgrade Existing Oxidation Ditch
2B Install New Oxidation Ditch
2C New Secondary Clarifiers
2D New RAS/WAS Pumps
2E New Chemical Storage and Treatment System
2F Instrumentation and Controls
***ECMs 2 through 2F to be added by Amendment

1. Solar Photovoltaic Installation

1.1. The installation of a 838kWdc fixed tilt ground mount system.

1.2. All systems shall meet the requirements of all national and California building codes.

1.3. General Specifications:

1.3.1. All arrays will follow natural grade.

1.3.2. Posts shall be installed plumb within the manufacturer’s tolerances.

1.3.3. Minimum ground clearance of 18 inches and a maximum clearance of 30 inches.

1.3.4. Module tilt angle of 25 degrees.

1.3.5. Repair any concrete, hardscape, landscape or asphalt damaged by Contractor and its subcontractors to extent required.

1.3.6. Electrical equipment shall be new, UL listed material and equipment that carry the manufacturers’ original warranties.

1.3.7. Shutdowns will be coordinated with Utility and Owner to minimize impact on facility.

1.3.8. Procure materials and equipment necessary for construction.

1.3.8.1. Owner shall procure new solar PV switchgear for installation by Contractor. Such switchgear shall be delivered to the Premises no later than January 27, 2026.

1.3.9. Provide project management and construction management necessary for a full and complete installation.

1.4. Modules:

1.4.1. JA Solar 530/540/545W or equal.

1.5. Inverters:

1.5.1. PV Inverter shall be SMA commercial string inverters or equal.

1.6. Fencing:

1.6.1. Installation of up to 1,200’ of new permanent fencing, to fully enclose new array on three sides.

1.6.2. Fencing shall be 6’ high galvanized chain link metal fence with privacy slats and three-strand barbed wire top to match existing fencing.

1.6.3. Two (2) gates shall be installed for access with a minimum 12-feet opening.

1.7. Electrical Enclosures and Boxes:

1.7.1. Interior and exterior enclosures and boxes shall be minimum NEMA 4X.

1.7.2. A copper ground bus shall be provided in each enclosure or cabinet. It shall have provisions for connecting a minimum of ten grounding conductors.

1.8. Wire:

1.8.1. DC wiring within the solar canopies and ground mount structures shall be copper wire. Aluminum wire shall be used for all AC wiring, including from each system’s AC combiner to the main point of connection at the site’s electrical switchgear.

1.8.2. Insulation of all conductors and cables shall be rated for the voltage of the system.

1.9. Preliminary Drawings:

1.9.1. Proposed site plan shown in Exhibit H – Preliminary Drawings.

1.9.2. The proposed site plan is a schematic engineering layout and is subject to change due to field conditions and completion of final engineering.

1.10.Inclusions:

1.10.1. Provide geotechnical evaluations necessary for design requirements.

1.10.2. Perform underground utility surveys to locate any existing utilities that are in the path of horizontal boring, vertical boring or trenching.

1.10.3. Provide and install solar ground mounted structures.

1.10.4. Provide driven pile or concrete pier foundations at maximum 8’ deep.

1.10.5. Furnish and install solar PV modules and necessary mounting hardware.

1.10.6. Furnish and install all underground wiring in conduit, no-direct burial

1.10.7. Furnish and install string inverters and necessary electrical equipment and conduits to connect system to the electrical switchgear or meter.

1.10.8. Installation of Owner Provided Equipment, specifically the PV switchboard to match specifications as shown in Exhibit H – Preliminary Drawings.

1.10.9. Furnish and install new utility approved AC disconnect switch.

1.10.10. Furnish and install new data acquisition system (DAS) including all necessary communication conduit and wiring. New DAS system will connect to Contractor provided cellular modem.

1.10.11. Provide and coordinate installation of the net generation output meter (NGOM) and net energy meter (NEM) metering to monitor PV production and facility usage.

1.10.12. Integrate new data acquisition with existing to provide one complete monitoring system for both PV Systems.

1.10.13. Perform horizontal boring and/or trenching of existing concrete, hardscape or asphalt areas as required to route conduits.

1.10.14. Contractor to coordinate with Owner on final design of ground mounted structures to confirm the arrays do not interfere with existing access to or operation of the underground water lines at the site. Any changes to the proposed location, orientation, or size of the structures due to design changes will result in a review of the costs and/or schedule to confirm if a Change Order is required.

1.10.15. Contractor has included one (1) mobilization per site, which includes free access to the entire mobilized portion of the construction area for the full scope of work.

1.10.16. Owner will provide access to the Facilities, laydown areas at the work sites, and a reasonable number of parking spaces at the Facility.

1.10.17. Start-up, test, and commission the PV Systems in accordance with design plan.

1.10.18. Coordinate with Owner and Utility on proposed Utility upgrades. Owner is responsible for paying for all costs and fees associated with the proposed Utility upgrades, including any additional metering required by the Utility.

1.11. Solar PV Exclusions:

1.11.1. Grading of the solar area.

1.11.2. Security camera system or other security measures.

1.11.3. Owner will be responsible for hiring and paying all County, City and other special inspectors.

1.11.4. Plan check fees are excluded.

1.11.5. Costs due to additional footing depth beyond 8’ for driven pier or concrete foundations.

Deeper foundation depths will result in a Change Order for increased cost.

1.11.6. California Environmental Quality Act (CEQA) study is not included in scope of work.

1.11.7. Stormwater pollution prevention documentation.

1.11.8. Work associated with unsuitable soil conditions not limited to water intrusion, liquefaction, caving, sandy/rocky soils etc.

1.11.9. Decorative fencing, Iron rod, or black vinyl coated, on fencing.

1.11.10. Temporary lighting during construction is excluded.

1.11.11. Provision of, modifications to or additions to fire life safety systems, including but not limited to fire alarm systems, fire sprinklers, new fire lanes and alarm speaker systems are excluded.

1.11.12. Costs of any site improvements, material, or engineering necessary for ADA compliance are excluded.

1.11.13. No allowance has been made for screening, bird spikes, or other mitigations to eliminate nesting or occupation of wildlife on or within major equipment or elsewhere on the Premises where Work is performed. Wildlife debris cleanup is excluded.

1.11.14. Existing lighting circuits and controls are assumed usable and able to be reused for canopy lighting without any additional upgrades.

1.11.15. Relocation of underground utilities required for installation of solar arrays in the proposed locations .

1.11.16. Panic hardware on any gates or fencing.

1.11.17. Ongoing landscaping maintenance.

1.11.18. Electrical upgrades on Owner’s or Utility’s side of the electrical gear, including bringing existing systems up to code. If utility upgrades are required, a Change Order will be required for additional costs incurred. This includes costs associated with extended Utility review times or delays.

1.11.19. Corrections or upgrades to existing equipment, systems, or other improvements not associated with the specific scope of work above.

1.11.20. Temporary power during facility shutdowns.

1.11.21. Temporary power during parking lot work.

1.11.22. Haul off or removal of contaminated soils. If contaminated soils are found during final engineering and haul off is required, Contractor will notify Owner and provide a Change Order to remove the soils.

1.11.23. Additional costs related to underground obstructions encountered during trenching or other excavations.

1.11.24. Structural upgrades to existing structures.

1.11.25. Screening of new or existing equipment.

1.11.26. Repair or replacement of existing housekeeping pads, concrete pads, or base repair of existing walkway lighting are excluded.

1.11.27. Bolt covers are excluded.

1.11.28. Painting, unless specified in scope of work, is excluded.

1.11.29. When new equipment is connecting to the existing electrical distribution system, Contractor will not be responsible for the electrical integrity of the existing electrical system, e.g., the condition and proper termination of current-carrying, grounded, and grounding conductors, bus taps, protective elements, the proper protection of existing wire through knockouts, or missing components. Owner is responsible for providing and maintaining the building’s electrical distribution system that meets the latest NEC and guidelines adopted by the authority having jurisdiction.

1.11.30. Solar PV Equipment Warranties:

Equipment Type Warranty Length
Solar PV Inverters 10 Year Manufacturer
Solar PV Modules 12-yr Product Warranty, and 30-yr Linear Power Output Warranty with 0.45% Annual Degradation over
30-yrs
Solar Medium Voltage Transformer 3 Year Manufacturer

2. Waste Water Treatment Plant Upgrades -to be added by Amendment when final

EXHIBIT B-2
Basis of Design
To be added by Amendment when final

Exhibit C

INSURANCE REQUIREMENTS
Contractor’s Insurance
a. Contractor, at Contractor’s own cost and expense, shall procure and maintain, for the duration of this Agreement, the following insurance policies. i. Workers Compensation Coverage. As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per accident for bodily injury or disease. ii. Commercial General Liability (CGL) Coverage. Insurance Services Office (ISO) Form CG 0001 or substantially similar, including products and completed operations, with a limit of no less than TWO MILLION AND NO/100 DOLLARS ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, and a general aggregate limit of no less than FOUR MILLION AND NO/100 DOLLARS ($4,000,000).
iii. Automobile Liability Coverage. ISO Form Number CA 0001 covering any auto (Code 1), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned),with a limit no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per accident for bodily injury and property damage.
iv. Builder’s Risk (Course of Construction) utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. Contractor shall have full discretion, subject to the terms hereof, to determine the scope, form, limits, deductibles, insurers, and other terms and conditions of such ‘all-risk’ property insurance, and may modify or replace such coverage from time to time as it deems appropriate, provided such insurance remains commercially reasonable for projects of similar type, size, and risk profile; further provided, the scope, form, limits, deductibles, insurers, and other terms and conditions of such ‘all-risk’ property insurance shall be subject to Owner’s approval, which approval will not be unreasonably withheld.
v. Professional Liability. Contractor will maintain professional liability coverage with limits no less than TWO MILLION AND NO/100 DOLLARS ($2,000,000) per occurrence or claim, and TWO MILLION AND NO/100 DOLLARS ($2,000,000) policy aggregate.
vi. Contractors’ Pollution Legal Liability. Contractor will maintain pollution legal liability coverage with limits no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per occurrence, and TWO MILLION AND NO/100 DOLLARS ($2,000,000) policy aggregate. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

If Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Contractor.

Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured (except for Worker’s Compensation and Professional Liability), deductibles and self-insured retentions, indemnity, and defense requirements. No insurance policies maintained by any additional insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until Contractor’s primary and excess liability policies are exhausted. b. Any deductibles or self-insured retentions must be declared to and approved by the City.
c. The policies are to contain, or be endorsed to contain, the following provisions:
i. Owner and its officers, officials, employees, and agents are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts, or equipment furnished in connection with such work or operations; products used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. General liability coverage can be provided in the form of an endorsement to Contractor’s insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33 or CG 20 38 and CG 20 37 if a later edition is used. If ISO Forms are not available, then substantially equivalent forms may be provided. The coverage shall contain no special limitations on the scope of protection afforded to Owner and its officers, officials, employees, or agents. ii. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as to the City and its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by Owner and/or its officers, officials, employees, or volunteers shall be in excess of Contractor’s insurance and shall be non-contributory.
iii. Each insurance policy required above shall provide that coverage shall not be canceled or modified, except with thirty (30) days (except 10 days for non-payment of premium) prior written notice to Owner.

Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII.

Contractor shall furnish Owner with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Owner before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. Owner reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

d. Contractor hereby grants to Owner and its officers, officials, employees, and volunteers a waiver of any right to subrogation which any insurer of Contractor may acquire against the City and/or its officers, officials, employees, and volunteers by virtue of the payment of any loss under such insurance. Contractor agrees to obtain endorsements necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not Owner has received a waiver of subrogation endorsement from the insurer.
e. Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name City as a loss payee. f. Contractor’s insurance policies shall be “occurrence” policies and not “claimsmade” coverage, except for Professional Liability Coverage. If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must before the execution date of this contract or the beginning date of contractor work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is canceled or non-renewed and not replaced without another claims-made policy form with a retroactive date prior to the contract effective date, or start of work date, Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to City for review and approval.
g. Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, subject to Section 3.1(c)(ii) of the Contract. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Contractor will obtain from each subcontractor all insurance certificates and endorsements required hereunder and will submit such material to City with the certificates and endorsements evidencing Contractor’s coverage.

Owner’s Insurance
Owner will maintain, or cause to be maintained, for the duration of this Contract, the insurance coverage outlined below, which may be met by self-insurance or through Owner’s joint powers authority, and all such other insurance as required by Applicable Law. Evidence of coverage will be provided to Contractor via an insurance certificate or letter of self-insurance. (a) Commercial General Liability insurance, written on an occurrence form, with limits of:
* $2,000,000 each occurrence for Bodily Injury and Property Damage; and * $4,000,000 General Aggregate

(b) Auto Liability coverage for owned, hired and non-owned vehicles with limits of $1,000,000 per accident
• Workers’ Compensation with statutory limits
• Employers Liability with limits of $1,000,000 per accident • Pollution for Pre-existing conditions with limits of $1,000,000 per occurrence; $2,000,000 policy aggregate
• Property for Existing Structures Insurance
The insurance provided for above will contain waivers of subrogation rights against Contractor, will include Contractor as an additional insured, and will provide that the insurance is primary coverage with respect to all insureds.

Exhibit D

SCOPE OF MONITORING INSTALLATION
Overview of DAS Network Installation and Equipment Requirements Contractor will provide a revenue-grade billing, data acquisition system (DAS). This will provide readily available access to various internal and external information collected on the PV Systems.
• Supply and install hardware specific to the DAS system. • Supply and install, terminate, label, and test all Data Point of Connection (DPOC) communication cabling from each DAS node to the predetermined and respective DPOC(s); in accordance with Hanford’s specifications.
• Test and verify Premises network connectivity.
a. TCP/IP internal addressing and verification
• Supply, install, and configure a Modbus based digital Net Energy Meter (NEM). • Connect the data portion of digital NEM(s) to their respective DPOC(s). • Supply, install, and configure a Modbus based digital Net Generation Output Meter (NGOM).
• Perform the physical installation, labeling, testing and certification testing of each data circuit from the digital NEM(s) to their respective DPOC(s). • Provide basic system training to designated Owner maintenance staff.

Exhibit E

M&V SERVICES
Contractor will perform measurement and verification services (“M&V Services”) as set forth in this Exhibit E with respect to Owner’s Premises below:

Facility Address
City of Hanford Waste
Water Treatment Plant
10555 Houston Avenue, Hanford, CA 93230
I. Definitions:

Capitalized terms used in this Exhibit E and not defined in the Contract, have the meanings set forth below:
“Base Energy Rate” means the dollars per energy unit for each building and/or each ECM, set forth in this Exhibit E, Section (III), and used by Contractor to calculate the EC Savings. “Construction Period” means the period beginning with the first day of the month in which material or equipment is first installed at the Premises and continuing until the M&V Commencement Date.
“EC Savings” means the savings in units of dollars ($) calculated by Contractor in the manner set forth in this Exhibit E, Section (III), achieved through the reduction in consumption or demand through implementation of the Work.
“Energy Savings Report” means an annual report prepared by Contractor containing a precise calculation of the EC Savings during the applicable Measurement Period. The Energy Savings Report shall be submitted to Customer within ninety (90) days after each Measurement Period. “Energy Savings Term” means the period beginning on the first day of the Construction Period and ending on the earlier of: (i) the day immediately preceding the twentieth (20th) anniversary of the M&V Commencement Date; (ii) the termination of the Contract; or (iii) the termination by Owner of the M&V Services in accordance with this Exhibit E, Section (II)(G). “Energy Unit Savings” means the savings in units of energy, power, water, etc., calculated by Contractor in the manner set forth in this Exhibit E, Section (III), achieved through the reduction in consumption or demand through implementation of the Work. “Energy Use Factors” means factors identified by Contractor which may affect the Energy Unit Savings of the Generating Facility, including but not limited to: quality, quantity, and timeliness of maintenance and repairs to the PV Systems or building electrical distribution system; inability to timely procure replacement parts/components; inability to submit claims under manufacturer warranty, including by reason of manufacturer insolvency; damage or

defects no longer covered or excluded under manufacturer warranty; soiling in excess of predicted soiling based on industry-standard modeling; material reduction in energy consumption at a Project Location which significantly limits the PV Systems ability to offset Project Location electric consumption; non-operation or shutdown of the PV Systems by Owner or a third party other than Contractor; damage to the PV Systems not caused by Contractor; and any reduction in annual solar irradiation at a nearby NOAA weather station of more than 10% below the 30-year average.
“Guarantee Payment” means, for any True-Up Term, either: (i) a cash payment by Contractor to Owner in an amount equal to the Guarantee Shortfall for that True-Up Term pursuant to this Exhibit E, Section (II)(A)(ii); or (ii) additional energy services or energy saving retrofits requested by Owner with an agreed value equal to the Guarantee Shortfall for that Measurement Period pursuant to this Exhibit E, Section (II)(A)(iii). “Guarantee Shortfall” means an amount calculated in accordance with this Exhibit E, Section (II)(I)(v).
“Guaranteed Savings” means, for any True-Up Term, the dollar amount set forth below for such True-Up Term, as the same may be adjusted by Contractor for changes in Energy Use Factors:

Measurement
Period
Solar PV Expected
Savings True-Up Term Guaranteed Savings
1 $207,500
1st True-Up $1,157,382
2 $218,850
3 $230,821
4 $243,447
5 $256,764
6 $270,809
2nd True-Up $1,510,505
7 $285,622
8 $301,246
9 $317,724
10 $335,104
11 $353,434
3rd True-Up $1,971,366
12 $372,767
13 $393,157
14 $414,663
15 $437,345
16 $461,268
4th True-Up $2,572,833
17 $486,499
18 $513,110
19 $541,177
20 $570,779

“IPMVP” means the International Performance Measurement and Verification Protocol prepared by Efficiency Valuation Organization.
“M&V Commencement Date” means the first day of the month immediately following the later of (i) Contractor’s receipt of the fully signed Certificate of Final Completion, and (ii) Contractor’s receipt of the full Contract Amount.
“Measurement Period” means each one-year period following the M&V Commencement Date. “Projected Energy Savings” means those Energy Unit Savings which Contractor anticipates will be realized from the installation and continued operation of the Work, as set forth in this Exhibit E, Section (III).
“Savings Guarantee” is defined in this Exhibit E, Section (II)(A)(i). “True-Up Term” means each 60-month period beginning on the M&V Commencement Date and concluding at the end of the Energy Savings Term.

II. Terms and Conditions
A. Guaranteed Savings.
i. Savings Guarantee. Upon the terms and subject to the conditions set forth herein, Contractor warrants that Owner will realize total EC Savings during the Energy Savings Term of not less than the total Guaranteed Savings (the “Savings Guarantee”), as the same may be adjusted for changes in Energy Use Factors. ii. Guarantee Payment. For any True-Up Term in which there is a Guarantee Shortfall, Contractor will pay to Owner, within thirty (30) calendar days after the acceptance and approval by Owner of the Energy Savings Report for such True-Up Term, the Guarantee Payment for that True-Up Term.
iii. Services or Retrofits in Lieu of Guarantee Payment. If in the judgment of Owner, Owner would benefit from additional energy services or energy saving retrofits, Owner and Contractor may mutually agree that Contractor will provide such services or retrofits in lieu of the Guarantee Payment for such Measurement Period. For the purposes of this Contract, such services or retrofits will have a deemed value equal to the Guarantee Shortfall for that Measurement Period. iv. Excusable Events. If Contractor is delayed in, or prevented from, accurately calculating the actual EC Savings for any day of any Measurement Period by reason of any Excusable Event, such circumstance will not constitute a default, and Contractor will be excused from performing the M&V Services while such event is continuing. During such event, Projected Energy Savings for the month(s) in which such event is continuing will be used in lieu of actual data; provided that if three (3) or more years of post M&V Commencement Date data are available for such month(s), the historical average of such data for such month(s) will be used in lieu of Projected Energy Savings.

B. Changes in Energy Use Factors.
i. Adjustments to Guaranteed Savings. If a change in any Energy Use Factor results in a reduction of EC Savings, then the Guaranteed Savings for the corresponding Measurement Period(s) will be decreased by the same amount. Contractor will notify Owner, in writing, of all such requested changes, and proposed changes will be subject to Owner approval, which will not be unreasonably withheld. ii. Projected Energy Savings. During the Energy Savings Term, when the ultimate effect of the Work on EC Savings cannot be accurately determined due to pending construction or changes to the Scope of Work, Projected Energy Savings for the Premises will be used until the effect of the changes can be determined by Contractor.
iii. Change Order – Savings Effect. Contractor will calculate the energy impact of any Change Orders. Such calculation will be subject to Owner approval, which approval will not be unreasonably withheld.
iv. Inspection of Facilities. Owner agrees that Contractor will have the right, with or without prior notice, to inspect the Premises to determine if Owner has consistently complied with its obligations as set forth above. If any inspection discloses that Owner has materially failed, on or prior to the date of such inspection, to be in compliance with any of its obligations, then the Guaranteed Savings will be assumed to have been achieved for the portion of the Energy Savings Term during which such failure will have existed.
v. Interference. Owner may not cause, and will take all commercially reasonable steps to prevent any third party from causing, any overshadowing, shading or other interference with the solar insolation that falls on the PV System. Upon discovering, or otherwise becoming aware of, any actual or potential overshadowing, shading or other interference with insolation, Owner will promptly notify Contractor. If an unforeseeable overshadowing or shading condition that is within Owner’s reasonable control and which is not caused by Contractor or its subcontractors exists and continues for five (5) Business Days or more, Owner agrees that the Guaranteed Savings for such PV System will be reduced based upon such shading condition, and Contractor may present Owner with a proposed reduction to the Guaranteed Savings reflecting such overshadowing, shading or other interference.

C. Owner Maintenance. Beginning at Beneficial Use or Substantial Completion, whichever occurs later, for any portion of the Work, Owner will maintain such portion of the Work and upon Final Completion will maintain the Project, in accordance with the maintenance schedules and procedures recommended by Contractor and by the manufacturers of the relevant equipment, such maintenance to include maintaining all landscaping (including tree trimming) in and around the PV Systems.

D. Energy Savings Report. Annually for the duration of the Energy Savings Term, Contractor will submit to Owner an energy savings report containing a precise calculation of the EC Savings during the applicable Measurement Period (an “Energy Savings Report”). Contractor will use its best efforts to submit such Energy Savings Report within ninety (90) calendar days after receipt of all needed information for a Measurement Period,

unless additional information is needed to accurately calculate the EC Savings, in which case Owner will be notified of such a situation within the ninety (90) calendar-day period.

E. On-Site Measurements. Owner irrevocably grants to Contractor the right, during the Energy Savings Term, to monitor EC Savings and energy management performance by conducting on-site measurements, including, but not limited to, reading meters and installing and observing on-site monitoring equipment. Contractor will not exercise such right in a manner that unreasonably interferes with the business of Owner as conducted at the Premises as of the date hereof. Owner will cooperate fully, at no cost to Owner, with the exercise of such right by Contractor pursuant to this Exhibit E, Section (II)(E). Owner will further cooperate with Contractor’s performance of the M&V Services by providing utility information, changes in Energy Use Factors, and/or additional information as reasonably requested by Contractor
F. Not Used.

G. Termination of Guaranteed Savings. If (i) Owner notifies Contractor in writing of its intent to terminate the M&V Services, (ii) the Contract is terminated by Contractor for material default by Owner or by Owner for any reason permitted by the Contract, (iii) Contractor is no longer the provider of the Maintenance Services set forth in Exhibit F, unless due to an uncured material breach by Contractor, or (iv) Owner fails to maintain the Project in accordance with this Exhibit E, Section (II)(C), or is in material default of any of its other obligations under this Exhibit E, the obligation of Contractor to prepare and deliver the Energy Savings Report and to make a Guarantee Payment will also be terminated. If such termination occurs on a date other than the last day of a Measurement Period, Contractor will have no obligation to make a Guarantee Payment or prepare and deliver an Energy Savings Report for such Measurement Period.

H. Not Used.

I. Calculation of Guarantee Shortfall. The Guarantee Shortfall, for any True-Up Term, will be calculated by Contractor as the difference, to the extent positive, between the Guaranteed Savings for such True-Up Term minus the sum of EC Savings for such TrueUp Term.

III. Methodologies and Calculations
The following details the methodologies and calculations to be used in determining the Energy Unit Savings under this Contract.

Table E-1: Measurement and Verification Methods
ECM ECM Description
M&V Method
Electric Usage Electric Demand
1 Solar Photovoltaic Installation Option B N/A

1. M&V Option B: Energy savings performance of Scope of Work are measured and verified at the end-use site. Option B techniques are designed for projects where longPage 85 of 1117 term continuous measurement of performance is desired and warranted. Under Option B, while some parameter may be stipulated or measured once then stipulated, some individual loads are continuously monitored to determine performance; and this measured performance is compared with an equipment-use Baseline to determine the Energy Unit Savings.
a. Kilowatt-hours produced by the PV system will be measured using automated metering. First-year projected energy production is shown in Table E-2 below and is assumed to degrade by 0.5% per year thereafter.
b. EC Savings will be calculated by multiplying the actual PV system production by the applicable Base Energy Rate and presented in the Energy Savings Reports. EC Savings achieved during the Construction Period will be included in the EC Savings for the first True-Up Term.

Table E-2: First Year Solar PV Production
Location Projected Annual
Production (kWh)
WWTP 1,311,730

2. Base Energy Rates: EC Savings will be calculated using the Base Energy Rates for each Project Location and shall be stipulated as shown in Table E-3 below.

The Base Energy Rates listed here are to be increased each Measurement Period on a cumulative basis by six percent (6%) beginning on the first (1st) anniversary of the M&V Commencement Date and continuing on the first day of each Measurement Period thereafter.

Table E-3: Base Energy Rates
ECM Location
Avoided
Electricity Rate
($/kWh)
1 WWTP 0.1582

EXHIBIT F

MAINTENANCE SERVICES
Contractor will perform preventive maintenance services (“Maintenance Services”) as set forth in this Exhibit F with respect to PV Systems being constructed on Owner’s Premises below:

Site Name Site Address City State Zip Code
City of Hanford
Waste Water
Treatment Plant
10555 Houston Ave Hanford CA 93230
Capitalized terms used in this Exhibit F and not defined in the Contract, have the meanings set forth below:

I. Definitions
“Annual Maintenance Fee” means a fee payable annually in advance by Owner to Contractor, in consideration of the provision of up to twenty (20) years of Maintenance Services. The Annual Maintenance Fee is set forth in the Table below:

Annual Maintenance and Monitoring Fee
Year PV O&M Services Monitoring
Services Total
1 $ 26,466 $ 2,491 $ 28,957
2 $ 27,789 $ 2,616 $ 30,405
3 $ 29,179 $ 2,746 $ 31,925
4 $ 30,638 $ 2,884 $ 33,521
5 $ 32,169 $ 3,028 $ 35,197
6 $ 33,778 $ 3,179 $ 36,957
7 $ 35,467 $ 3,338 $ 38,805
8 $ 37,240 $ 3,505 $ 40,745
9 $ 39,102 $ 3,680 $ 42,783
10 $ 41,057 $ 3,864 $ 44,922

*11 $ 162,575 $ 4,058 $ 166,633
12 $ 45,266 $ 4,260 $ 49,526
13 $ 47,529 $ 4,473 $ 52,002
14 $ 49,905 $ 4,697 $ 54,603
15 $ 52,401 $ 4,932 $ 57,333
16 $ 55,021 $ 5,179 $ 60,199
17 $ 57,772 $ 5,438 $ 63,209
18 $ 60,660 $ 5,709 $ 66,370
19 $ 63,693 $ 5,995 $ 69,688
*20 $ 261,474 $ 6,295 $ 267,769
*Includes Inverter replacement budget for year 11 & 21
II. Term
So long as Owner pays to Contractor the Annual Maintenance Fee, Contractor will provide the Maintenance Services, as described herein, up to twenty (20) years from the M&V Commencement Date on an annualized basis. At the end of this term, Owner may:
a. Enter into another agreement with Contractor to perform Maintenance Services b. Enter into an agreement with another service provider c. Self-perform preventive maintenance
III. Annual Maintenance Fee; Reporting
The Annual Maintenance Fee for the first Measurement Period will be invoiced by Contractor to Owner in a lump sum on the M&V Commencement Date. All subsequent Annual Maintenance Fees will be invoiced by Contractor on the first day of the corresponding Measurement Period.

Owner will pay Contractor such Annual Maintenance Fee within thirty (30) calendar days after its receipt of the corresponding invoice. If: (i) Owner pays the Annual Maintenance Fee for a Measurement Period, and (ii) Contractor fails to perform some or all of the required Maintenance Services during the Measurement Period, the Annual Maintenance Fee for the subsequent Measurement Period will be adjusted pro rata to reflect the Maintenance Services that Contractor failed to provide during the preceding Measurement Period and Owner will pay the adjusted amount following Contractor’s completion of the Maintenance Services. Any failure to provide Maintenance Services for multiple consecutive Measurement Periods will be a material default by Contractor. Any failure to timely pay the Annual Maintenance Fee in accordance with this Exhibit

F will be a material default by Owner, and Contractor, in addition to any other legal, contractual and equitable remedies available to it, will have no obligation thereafter to provide Maintenance Services. Each Party has the right to cure a default as set forth in Article 14 of the Contract prior to any remedies being exercised by the non-defaulting Party.

Any amount not paid when due will, from and after the due date, bear interest at the Default Rate (“Interest”). Accrued and unpaid Interest on past due amounts (including Interest on past due Interest) will be due and payable upon demand.

Contractor will schedule annual Maintenance Services with Owner in writing at least five (5) business days prior to the commencement of annual Maintenance Services.

Contractor’s Maintenance Services shall be subject to review and written approval by Owner.

Contractor will promptly remedy any Maintenance Services deficiencies identified by Owner, and Contractor’s failure to remedy any deficiency shall be a basis for withholding and adjustment of a future Annual Maintenance Fee.

The Annual Maintenance Fee is not refundable unless, at the conclusion of this Agreement, Contractor has failed to provide Maintenance Services and the Annual Maintenance Fee has been paid by Owner.

Upon completion of any maintenance or repair work, Contractor will update service logs detailing the work performed, location and any notes relevant to safe and efficient operations. These service logs will be compiled and submitted to Owner on a quarterly basis.

IV. Preventive Maintenance Services Provided
Contractor will provide the following Maintenance Services during the term:
a Inspection: Inspect PV modules, combiner boxes, inverters, isolation transformers, and PV service roof penetrations and support structure on an annual basis. b. Testing: Perform voltage testing, amperage testing, and infrared scans of inverters, combiner boxes, disconnects and switchgear on an annual basis.
c. Monitoring: Monitor system performance on a daily basis. d. Cleaning:
i. Remove dust, dirt, and debris from outside cabinets of combiner boxes, inverters, transformers, and disconnect switches on an annual basis. ii Wash PV modules and remove accumulated dust and debris on a semi- annual basis. e. Weed Abatement: The scope of work pertains solely to the WW Ground Mount Expansion site and involves the use of mechanical equipment for mowing or trimming vegetation within the fenced area enclosing the PV System, ensuring it remains at a height of 12 inches or less from the ground. No chemicals will be utilized for any purpose. These services will be conducted on an annual basis.

V. Repair Services

If a PV System is damaged and requires safe-off, repair, demolition and/or reconstruction, or otherwise requires repair outside of warranty or outside of the Maintenance Services described in Section 3.01, Owner must contact the Contractor PV Operations & Maintenance Manager and submit a request for quotation. Contractor will inspect the damage and provide a written quotation and complete scope of work to Owner to restore the PV System to normal operational condition. Before proceeding with repairs, Contractor and Owner must execute a Work Order, on Contractor’s form, a sample of which is attached hereto as Exhibit F-1, for the agreed scope of work and quotation amount. Quotations for repair work are calculated on a time and materials basis. Standard Business Hours are M-F, 7am to 5pm. Non-business Hours & Saturdays equals

1.5x Rates. Sundays & Holidays equals 2.0x Rates. Owner may obtain additional quotations for the repair work to negotiate and confirm Contractor’s quotation is in alignment with local industry costs.

Labor Category Straight
Time
Hourly Rate – PV Electrical Journeyman
Technician1 $/hr.

County
Labor
Rate
Hourly Rate – PV Electrical Apprentice
Technician1 $/hr.

County
Labor
Rate
Hourly Rate – Senior PV
Tech/Commissioning2 $/hr. $175.00
Hourly Rate – Engineering2 $/hr. $ 185.00
Hourly Rate-Project Management 2 $/hr. $230.00
Hourly Rate – Administrative2 $/hr. $ 108.00
Mileage $/Mi $1.00
Material mark-up % % 15.00
Lift rental fee $
Current
Market
Price
1 Trade Hourly rate will be adjusted based on the current year of the local prevailing wage determination plus Burden, requirement for either travel or subsistence and lodging, and markup for services being requested.

2 Escalated according to an inflation rate to the year in which service will occur.

VI. Warranty Services
The Contractor PV Operations & Maintenance Manager will also be Owner’s point of contact for all issues related to Contractor’s Warranty set forth in the Contract. Owner should refer to the Contract for services provided by Contractor to Owner in relation to manufacturer’s warranties.

The terms and conditions of the relevant manufacturer’s warranties can be found in the operation and maintenance manuals delivered to Owner at Final Completion.

VII. Services and Equipment to Be Covered by Customer
Contractor’s obligations under this Exhibit F are expressly conditioned upon Owner’s payment of the Annual Maintenance Fee and providing and being responsible for the following, without cost to Contractor:
a. Making the PV Systems described herein available to Contractor as of the Contract Effective Date.
b. Operating and maintaining security systems associated with the PV Systems. c. Maintaining all landscaping in and around PV Systems including tree trimming. d. Pad-mount transformers
e. Allowing Contractor and its personnel access as necessary to the PV Systems, and any related areas that may be reasonably necessary for performance of the Maintenance Services, including reasonable work, parking, and equipment staging areas. f. Allowing Contractor and its personnel to access electrical power and other utilities then existing at the PV Systems as necessary for Contractor to satisfy its obligations under the Contract.
g. Remediating, pursuant to Applicable Law, any known Hazardous Materials encountered by Contractor during the performance of the Maintenance Services which Hazardous Materials were not deposited by Contractor, including any backfill with clean soil as may be reasonably required.
h. Insuring the PV Systems against loss due to acts of God and the public enemy; flood, earthquake, tornado, storm, fire; civil disobedience, sabotage, and vandalism and other damages.
i. Timely reporting of, and permitting timely repair of, PV Systems damaged by Owner Persons or third parties, including damage resulting from parking lot activities. Cost of repairs is the responsibility of Owner.

Contractor will have no obligation to provide the Maintenance Services to the extent such provision of Maintenance Services is materially adversely affected by Owner’s failure to satisfy the conditions set forth in this Exhibit F.

Exhibit F-1
Form of Maintenance Services Work Order
WORK ORDER #__
This Work Order (“Work Order”) dated _________ (“Work Order Effective Date”) is issued pursuant to and is subject to the terms and conditions of the Engineering, Procurement and Construction Contract (“Contract”) by and between Opterra Energy Services, LLC (“Opterra”) and ______________ (“Customer”) dated ___________.

The terms and conditions of the Agreement are hereby incorporated into and made a part of this Work Order for all purposes.

Project Name:

Scope of Work:

Electrical and Structural Repairs:

EXCLUSIONS: [EDIT, AS NEEDED]
• Premium Time or Over Time
• Work on Nights or Weekends
• Cutting, Patching or Painting
• Permitting
• Plan Revisions
• Review/Edit/Writing of Specifications
• Geotechnical Reports/Inspections
• PLA/PSA Agreements
• Irrigation System Inspection/Repairs
• Landscape Repair/Tire Track Removal
• Landscape Maintenance
• Infestations
COST ESTIMATE: [INSERT]
Pricing assumes State prevailing wages for on-site labor. Quote valid for 30 days.

Payment to Opterra is not contingent on Customer’s receipt of any insurance proceeds and will be invoiced by Opterra to Customer in a lump sum upon the completion of the work under this Work Order.

Acceptance and Notice to Proceed
By signing below, Customer agrees to the terms and conditions set forth in this Work Order and authorizes Opterra to proceed with the scope of work set forth herein.

The Parties may execute this Work Order in counterparts, each counterpart constituting an original, and all counterparts, collectively, constituting only one Work Order. The signatures of each Party need not appear on the same counterpart, and in the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature will create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
[Signature block]

Exhibit G
Spare Parts List
To be added by Amendment when final

Exhibit H
Preliminary Drawings
See attached PDFs.

N
RS485
G100

GENERAL

SITE PLAN
0 100' 200'

WASTEWATER

TREATMENT FACILITY
10555 HOUSTON AVENUE
HANFORD, CA 93230
16264 CHURCH STREET SUITE 100 WWW.MBL-ENERGY.COM
T: (888) 885-4401 | F: (888) 885-4401
MORGAN HILL, CA 95037
(E) PV INSTALLATION AREA
LEGEND:

NOTES:

1. ALL SITE MEASUREMENTS ARE APPROXIMATE & SHALL BE FIELD VERIFIED.

2. DIMENSIONS ARE SHOWN BASED ON PLAN VIEW PROJECTION.

3. INCLUDE REQUIREMENTS FOR UTILITY MARKOUTS IN ACCORDANCE WITH CALIFORNIA STATE LAW 2 FULL DAYS PRIOR TO ANY EARTHWORK.

4. A CLEAR, BRUSH-FREE AREA OF 10 FEET SHALL BE REQUIRED AROUND THE PERIMETER OF THE GROUND-MOUNTED PHOTOVOLTAIC ARRAYS.

5. EQUIPMENT LOCATIONS SHALL BE DETERMINED UPON RECEIPT OF THE STRUCTURAL DRAWINGS.

SYSTEM INFO (PV):

TOTAL SYSTEM SIZE: 837.72 KWDC (STC), 625 KWAC; 780.22 KW (CEC-AC) MODULE DETAILS:
(624) JA SOLAR JAM72D30-530/MB (530 W)
(624) JA SOLAR JAM72D30-540/MB (540 W)
(312) JA SOLAR JAM72D30-545/MB (545 W)
INVERTER DETAILS: (5) SMA SHP 125-US-21 [480V]
(E) PROPERTY LINE
APN: #018-232-065-000
APN: #018-232-065-000
HOUSTON AVE.

HOUSTON AVE.

HOUSTON AVE. S 11TH AVE. S 11TH AVE.
(N) PV INSTALLATION
AREA (TYP.)
(E) ELECTRICAL ROOM
(E) MAIN SERVICE SWITCHGEAR "MSGA"
(E) METER# :355150-002653
(E) PV INSTALLATION
AREA
2409'-7"
1751'
98'-7"
252'-8"
296'-2"
264'-5"
603'-1"
1153'-4" 29'-4"
1705'-2"
27'-9"
356'-10"

SHORTEST DISTANCE

FROM PROPERTY LINE TO

POINT OF

INTERCONNECTION
(N) INVERTER "INV-1" TO "INV-5",
(N) MV TRANSFORMER "MV-XFMR-1",
(N) DAS & (N) SWITCHBOARD "SSB"
("SSB" INCLUDES (N) SERVICE RATED UTILITY

LOCKABLE & VISIBLE BLADE FUSED AC
DISCONNECT "ACDS-1"
& (N) UTILITY LOCKABLE & VISIBLE BLADE
FUSED AC DISCONNECT "ACDS-2")
(N) COMBINER BOX
"CB-1" TO "CB-5"
A
E501
C
E502
(N) FENCE GATE
(DOUBLE SIDE OPENING)
(N) PV INSTALLATION AREA
A
E502
(N) FENCE GATE
CL-39
S5.1
CL-39
S5.1

AC1.1
(1) - 3" PVC SCH 40
3 - #250 MCM, AL-THWN-2
0 - #NO NEUTRAL
1 - #4 AWG, AL-THWN-2 EGC
AC1.2
(1) - 3" PVC SCH 40
3 - #250 MCM, AL-THWN-2
0 - #NO NEUTRAL
1 - #4 AWG, AL-THWN-2 EGC
AC1.3
(1) - 3" PVC SCH 40
3 - #250 MCM, AL-THWN-2
0 - #NO NEUTRAL
1 - #4 AWG, AL-THWN-2 EGC
AC1.4
(1) - 3" PVC SCH 40
3 - #250 MCM, AL-THWN-2
0 - #NO NEUTRAL
1 - #4 AWG, AL-THWN-2 EGC
AC1.6
(3) - 4" PVC SCH 40
3 - #600 MCM, AL-THWN-2
1 - #250 MCM, AL-THWN-2 NEUTRAL
1 - #4/0 AWG, AL-THWN-2 SSBJ
AC1.5
(1) - 3" PVC SCH 40
3 - #250 MCM, AL-THWN-2
0 - #NO NEUTRAL
1 - #4 AWG, AL-THWN-2 EGC
312 MODULES;
26 MODULES IN SERIES, 12 STRINGS;
312 MODULES;
26 MODULES IN SERIES, 12 STRINGS;
312 MODULES;
26 MODULES IN SERIES, 12 STRINGS;
312 MODULES;
26 MODULES IN SERIES, 12 STRINGS;
312 MODULES;
26 MODULES IN SERIES, 12 STRINGS;
ARRAY-A1 (156 MODULES) + ARRAY-A2 (156 MODULES)
(312) JA SOLAR JAM72D30-530/MB (530 W)
ARRAY-A3 (156 MODULES) + ARRAY-A4 (156 MODULES)
(312) JA SOLAR JAM72D30-530/MB (530 W)
ARRAY-A5 (156 MODULES) + ARRAY-A6 (156 MODULES)
(312) JA SOLAR JAM72D30-540/MB (540 W)
ARRAY-A7 (156 MODULES) + ARRAY-A8 (156 MODULES)
(312) JA SOLAR JAM72D30-540/MB (540 W)
ARRAY-A9 (156 MODULES) + ARRAY-A10 (156 MODULES)
(312) JA SOLAR JAM72D30-545/MB (545 W)

PV GROUND MOUNT SYSTEM
837.72 KWDC (STC), 625 KWAC; 780.22KW (CEC-AC);
(624) JA SOLAR JAM72D30-530/MB (530 W)
(624) JA SOLAR JAM72D30-540/MB (540 W)
(312) JA SOLAR JAM72D30-545/MB (545 W)
(5) SMA SHP 125-US-21 [480V]

FAULT CURRENT CONTRIBUTION FROM PV

INVERTER MODEL FAULT CURRENT
CONTRIBUTION (A) QUANTITY DURATION (ms) TOTAL FAULT CURRENTCONTRIBUTION (A) SHP 125-US-21 [480V] 662.8 5 446.7 3314
TOTAL FAULT CURRENT CONTRIBUTION FROM INVERTERS 3314

MPPT A MPPT A MPPT A MPPT A MPPT A
MPPT A

MODULES

IN SERIES

STRINGS IN

PARALLEL
26 12
26 12
TOTAL
1560 837.72 625 1.34

TOTAL MODULES

PER INVERTER

KWDC KWAC

INVERTER

LOADING
312 165.36 125 1.32
312 165.36 125 1.32
312 168.48 125 1.35
312 168.48 125 1.35
312 170.04 125 1.36

PV MODULE SPECIFICATIONS
PV MODULE MODEL JA SOLAR JAM72D30-530/MB JA SOLAR JAM72D30-540/MB JA SOLAR JAM72D30-545/MB WATTAGE (W) 530 540 545
Voc stc (V) 49.3 49.6 49.75
Vmp stc (V) 41.31 41.64 41.8
Isc (A) 13.72 13.86 13.93
Imp (A) 12.83 12.97 13.04
Voc temp coeff -0.28% -0.28% -0.28%
Voc max (V) 53.23 53.56 53.72
Vmp high temp (V) 37.15 37.44 37.59

STRING SPECIFICATIONS
PV MODULE JA SOLAR JAM72D30-530/MB JA SOLAR JAM72D30-540/MB JA SOLAR JAM72D30-545/MB PV MODULE WATTAGE (W) 530 540 545
NO. OF MODULES IN SERIES 26 26 26
Voc stc (V) 1281.8 1289.6 1293.5
Vmp stc (V) 1074.1 1082.6 1086.8
Isc (A) 13.7 13.9 13.9
Imp (A) 12.8 13.0 13.0
Voc max (V) 1384.0 1392.4 1396.7
Vmp high temp (V) 965.8 973.5 977.3
DC1.4
(1) - 2" PVC SCH 40
2 - #4/0 AWG, CU-PV WIRE (2000V)
1 - #4 AWG, CU-THWN-2
DC1.5
(1) - 2" PVC SCH 40
2 - #4/0 AWG, CU-PV WIRE (2000V)
1 - #4 AWG, CU-THWN-2
DC1.6
(1) - 2" PVC SCH 40
2 - #250 MCM, CU-PV WIRE (2000V)
1 - #4 AWG, CU-THWN-2
DC1.7
(1) - 2" PVC SCH 40
2 - #250 MCM, CU-PV WIRE (2000V)
1 - #4 AWG, CU-THWN-2
DC1.8
(1) - 2" PVC SCH 40
2 - #250 MCM, CU-PV WIRE (2000V)
1 - #4 AWG, CU-THWN-2

MODULE MODEL
JA SOLAR JAM72D30-530/MB (530W)
JA SOLAR JAM72D30-530/MB (530W)
JA SOLAR JAM72D30-540/MB (540W)
JA SOLAR JAM72D30-540/MB (540W)
JA SOLAR JAM72D30-545/MB (545W)

INVERTER ID INVERTER MODEL
INV-1 SMA SHP 125-US-21 [480V]
INV-2 SMA SHP 125-US-21 [480V]
INV-3 SMA SHP 125-US-21 [480V]
INV-4 SMA SHP 125-US-21 [480V]
INV-5 SMA SHP 125-US-21 [480V]
26 12
26 12
26 12
AC1.8
(1) - 3/4" EMT
3 - #12 AWG, CU-THWN-2
1 - #12 AWG, CU-THWN-2 NEUTRAL
1 - #12 AWG, CU-THWN-2 EGC

TOTAL CEC-AC
780.22

PTC WATTS INV EFF CEC-AC RATING
506.8 98.5 155.75 KW
506.8 98.5 155.75 KW
506.8 98.5 155.75 KW
506.8 98.5 155.75 KW
511.6 98.5 157.22 KW

WASTEWATER

TREATMENT FACILITY
10555 HOUSTON AVENUE
HANFORD, CA 93230
16264 CHURCH STREET SUITE 100 WWW.MBL-ENERGY.COM
T: (888) 885-4401 | F: (888) 885-4401
MORGAN HILL, CA 95037
E201

SINGLE LINE
DIAGRAM-1

AC1.7
(1) - 4" PVC SCH 40
3 - #2 AWG, CU-MV-105 15kV 133% INSUL.
0 - #NO NEUTRAL
1 - #COPPER SHIELD TAPE-25% OVERLAP EGC
(1,968 MODULES)
(E) GROUND MOUNT_ARRAY #1
560.88 KWSTC; 499 KWAC;
(E) "INVERTER-2"
ADVANCE ENERGY, 499KW
KVA O/P: 499kW
FLA O/P: 667A
(E) "INVERTER-1"
ADVANCE ENERGY, 499KW
KVA O/P: 499KW
FLA O/P: 667A
(1,968 MODULES)
(E) GROUND MOUNT_ARRAY #2
560.88 KWSTC; 499 KWAC;

WASTEWATER

TREATMENT FACILITY
10555 HOUSTON AVENUE
HANFORD, CA 93230
16264 CHURCH STREET SUITE 100 WWW.MBL-ENERGY.COM
T: (888) 885-4401 | F: (888) 885-4401
MORGAN HILL, CA 95037
E202

SINGLE LINE
DIAGRAM-2

Project Cost $3,680,000
City Contingency $368,000
Amount to be Financed $4,048,000
Finance Term in Years 20
Estimated Annual Interest Rate 4.15%
Annual Escalation of Electricity Cost 6.00%
Annual Escalation of Solar Maintenance Cost 5.00%
Annual Degradation of Solar Panels 0.50%
Year Solar Energy
Savings
IRA Direct
Payment
Total Program
Savings
Lease
Payment
Inverter
Replacement
costs
Solar Operations
& Maintenance
Cost
Total Program
Costs Net Savings
Year 1 $207,500 $938,400 $1,145,900 $301,829 $24,577 $326,406 $819,494 Year 2 $218,850 $218,850 $301,829 $25,806 $327,634 -$108,784 Year 3 $230,821 $230,821 $301,829 $27,096 $328,925 -$98,103 Year 4 $243,447 $243,447 $301,829 $28,451 $330,280 -$86,832 Year 5 $256,764 $256,764 $301,829 $29,873 $331,702 -$74,938 Year 6 $270,809 $270,809 $301,829 $31,367 $333,196 -$62,387 Year 7 $285,622 $285,622 $301,829 $32,936 $334,764 -$49,142 Year 8 $301,246 $301,246 $301,829 $34,582 $336,411 -$35,165 Year 9 $317,724 $317,724 $301,829 $36,311 $338,140 -$20,416 Year 10 $335,103 $335,103 $301,829 $38,127 $339,956 -$4,852 Year 11 $353,433 $353,433 $301,829 $119,465 $40,033 $461,327 -$107,894 Year 12 $372,766 $372,766 $301,829 $42,035 $343,864 $28,903 Year 13 $393,156 $393,156 $301,829 $44,137 $345,965 $47,191 Year 14 $414,662 $414,662 $301,829 $46,344 $348,172 $66,490 Year 15 $437,344 $437,344 $301,829 $48,661 $350,489 $86,855 Year 16 $461,267 $461,267 $301,829 $51,094 $352,922 $108,344 Year 17 $486,498 $486,498 $301,829 $53,649 $355,477 $131,021 Year 18 $513,110 $513,110 $301,829 $56,331 $358,160 $154,950 Year 19 $541,177 $541,177 $301,829 $59,147 $360,976 $180,201 Year 20 $570,779 $570,779 $301,829 $62,105 $363,933 $206,846 Year 21 $379,260 $379,260 $0 $194,596 $65,210 $259,806 $119,454 Year 22 $400,006 $400,006 $0 $68,471 $68,471 $331,535
Year 23 $421,886 $421,886 $0 $71,894 $71,894 $349,992
Year 24 $444,964 $444,964 $0 $75,489 $75,489 $369,475
Year 25 $469,303 $469,303 $0 $79,263 $79,263 $390,040
Year 26 $494,974 $494,974 $0 $83,226 $83,226 $411,747
Year 27 $522,049 $522,049 $0 $87,388 $87,388 $434,661
Year 28 $550,605 $550,605 $0 $91,757 $91,757 $458,848
Year 29 $580,723 $580,723 $0 $96,345 $96,345 $484,378
Year 30 $612,489 $612,489 $0 $101,162 $101,162 $511,326 Totals $12,088,338 $13,026,738 $6,036,572 $1,632,868 $7,983,501 $5,043,238 City of Hanford Phase 3 Solar only project
Preliminary Cash Flow Analysis

City of Hanford - PhIII
Solar PV - Schedule of Values and Draw ScheduleDraft
Monthly Draw Schedule Invoicing
Scope Description Total Amount Oct '25 Nov '25 Dec '25 Jan '26 Feb '26 Mar '26 Apr '26 May '26 Jun '26 Program Development - Preliminary Engineering Design 58,000.00 $ - $ 58,000 $ - $ - $ - $ - $ - $ - $ - $ Design, Engineering and Specification 64,000.00 $ - $ 64,000 $ - $ - $ - $ - $ - $ - $ - $ Preconstruction Services 56,000.00 $ - $ - $ 11,518 $ 44,482 $ - $ - $ - $ - $ - $ Project Management and Safety $ - 435,000.00 $ - $ - $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 395,000 $ - $ General Conditions 300,000.00 $ - $ - $ - $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 280,000 $ - $ Material Procurement 395,000.00 $ - $ 78,000 $ 317,000 $ - $ - $ - $ - $ - $ - $ Structural Installation 657,416.00 $ - $ - $ - $ 200,000 $ 200,000 $ 257,416 $ - $ - $ - $ Electrical Installation 934,882.00 $ - $ - $ - $ - $ 200,000 $ 300,000 $ 300,000 $ 134,882 $ - $ Civil work $ - 61,000.00 $ - $ - $ 20,000 $ 20,000 $ 21,000 $ - $ - $ - $ Fencing 20,000.00 $ - $ - $ - $ - $ 10,000 $ 10,000 $ - $ - $ - $ Commissioning and Metering 38,000.00 $ - $ - $ - $ - $ - $ - $ - $ 38,000 $ - $ Closeout and Turnover 145,480.00 $ - $ - $ - $ - $ - $ - $ - $ 145,480 $ - $ P&P Bonds and Insurance 61,482.00 $ - $ - $ 61,482 $ - $ - $ - $ - $ - $ - $ Overhead 252,078.00 $ - $ - $ - $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 52,078 $ - $ Profit 201,662.00 $ - $ - $ - $ 40,000 $ 40,000 $ 40,000 $ 40,000 $ 41,662 $ - $ TOTAL = 3,680,000.00 $ - $ 200,000 $ 390,000 $ 369,482 $ 535,000 $ 693,416 $ 405,000 $ 1,087,102 $ - $ $ 3,680,000

321 N. DOUTY ST. HANFORD, CA 93230
559.585.2500 | WWW.HANFORD.CITY
City of Hanford Proclamation
Celebrating Arbor Day and the planting of
100 new trees as part of the Urban Green Grant
Whereas, in 1872, J. Sterling Morton proposed to the Nebraska Board of Agriculture that a special day be set aside for the planting of trees; and
Whereas, this special day, called Arbor Day, was first observed with the planting of more than a million trees in Nebraska; and Arbor Day is now observed throughout the nation and the world; and
Whereas, the City of Hanford recognizes that trees enhance the beauty of our residential streets, community parks, business districts, and school grounds; and
Whereas, trees enrich our lives by providing numerous environmental benefits, including shade, reduced heating and cooling costs, temperature moderation, cleaner air, life-giving oxygen, and essential habitats for wildlife; and
Whereas, trees in our community increase property values, enhance the economic vitality of business areas, and contribute to the overall beautification of our city; and
Whereas, the Arbor Day tradition continues in Hanford through the planting of trees each spring, an effort that has helped earn the City recognition as a Tree City USA community.

Now, therefore, the Hanford City Council does hereby celebrate December 16, 2025, as Arbor Day in the City of Hanford. I encourage all citizens to celebrate Arbor Day and support efforts to protect our trees and woodlands.

Furthermore, we urge everyone to plant trees, bringing joy to the heart and promoting the well-being of this and future generations.

Dated this day of December 16, 2025.

321 N. DOUTY ST. HANFORD, CA 93230
559.585.2500 | WWW.HANFORD.CITY
______________________________
Mark Kairis, Mayor
______________________________
Nancy Howze, Vice Mayor
______________________________
Travis Paden, Council Member
______________________________
Kimber Regan, Council Member
______________________________
Lou Martinez, Council Member

13.B.

AGENDA

STAFF REPORT
MEETING DATE: 12/16/2025 AGENDA SECTION: CONSENT CALENDAR SUBJECT:

Approval of Settlement and Release Agreement with Ann Stockton RECOMMENDATION:

Recommendation: It is recommended that the City Council approve the Settlement and Release Agreement with Ann Stockton and direct staff to take all necessary action to carry out the terms of the settlement.

Recommended Motion: I move to: (i) approve the Settlement and Release Agreement regarding the lawsuit filed against the City by Ann Stockton; (ii) authorize and direct the City Manager to execute the Settlement and Release Agreement on the City’s behalf; and (iii) and authorize and direct the City Manager to carry out the terms of Settlement and Release Agreement.

BACKGROUND:

Ann Stockton filed a civil lawsuit against the City of Hanford following an incident which occurred on August 23, 2023 in which Ms. Stockton tripped in a divot in the sidewalk located directly in front of Samurai Sushi Bar & Grill along Douty Street.

On March 18, 2024, Ms. Stockton filed suit against the City and Maria Del Carmen Gallardo, the owner of 215 N. Douty Street, which is home to Samurai Sushi Bar & Grill, for negligence and premises liability (dangerous condition of public property). On June 4, 2025, Ms. Stockton filed the operative complaint, naming Jose Martin Castillo and Jesus Perez as defendants, as owners of 215 N. Douty Street. On July 23, 2025, Ms. Del Carmen Gallardo and Mr. Castillo filed a Cross-Complaint against the City, as well as Norma and Saul Villanueva dba Samurai Sushi Bar & Grill, for equitable and implied indemnity, comparative indemnity, and declaratory relief. The City denied all allegations in the complaints and cross-complaint.

At the time of the incident, Ms. Stockton alleges that the divot in the sidewalk was 11 inches wide, 7 inches long, and 2 inches deep. Ms. Stockton contends that there were no markings or warning signs that would notify the public of any fault in the sidewalk. That same day, Ms. Stockton experienced immediate and significant pain in her left foot and ankle. The next morning, Ms. Stockton obtained medical care at the Veterans Administration, where it was determined that she had broken her left ankle as a result of the incident. Ms. Stockton wore a walking boot, and subsequently used a scooter for mobility purposes; Ms. Stockton also attended physical therapy at Adventist Health PT. Ms.

Stockton reported constant severe pain in her left leg and ankle as a result of the incident. If the matter went to trial, it is expected that Ms. Stockton would also claim non-physical injuries, including anxiety and lost wages.

The City asserted in its responsive pleadings that Hanford Municipal Code sections 12.20.030 and

12.20.040 apply, which provide that “an owner of a lot or portion of a lot adjacent to or fronting any portion of a sidewalk area or on which a sidewalk area is located shall maintain and repair the sidewalk….” The sidewalk where Plaintiff tripped on August 23, 2023 is located directly in front of Samurai Sushi Bar & Grill, which was owned by Ms. Del Carmen Gallardo and Mr. Castillo at the time of the incident.

Trial in this matter was set for February 17, 2026.

On October 15, 2025, counsel for Ms. Stockton made an offer to settle with the City, Ms. Del Carmen Gallardo, and Mr. Castillo in the aggregate amount of $100,000. On October 23, 2025, the City Attorney’s Office made an offer to Ms. Stockton in the amount of $15,000, which was accepted. Ms.

Del Carmen Gallardo, Mr. Castillo and Ms. Stockton reached a settlement separately.

Although the damages presented by Ms. Stockton are contested, the cost of filing a motion for summary judgment and trial along with the possible award that a jury may be inclined to award are potentially much higher than the settlement amount.

FISCAL IMPACT:

The City’s self-insured retention amount is $100,000, and PRISM will pay the portion of the settlement, fees, and costs in this matter that exceed $100,000.

ATTACHMENTS:

1. 2025.11.04 Settlement and Release Agreement executed (2)

13.C.

AGENDA

STAFF REPORT
MEETING DATE: 12/16/2025 AGENDA SECTION: CONSENT CALENDAR SUBJECT:

Approval of the renewal and Authorization for the City Manager to execute the annual Professional Services Agreement with Thorn Run Partners for federal legislative advocacy services, effective January 1, 2026, through Dec. 31, 2026, for a monthly fee of $5,500.

RECOMMENDATION:

Recommendation: That the City Council, by motion, Renew the Annual Contract and Authorize the City Manager to execute the annual Professional Services Agreement with Thorn Run Partners for federal legislative advocacy services, effective January 1, 2026, through Dec. 31, 2026, for a monthly fee of $5,500.

Recommended Motion: I motion to renew the Annual Contract and Authorize the City Manager to execute the annual Professional Services Agreement with Thorn Run Partners for federal legislative advocacy services, effective January 1, 2026, through Dec. 31, 2026, for a monthly fee of $5,500.

BACKGROUND:

Greg Burns of Thorn Run Partners (TRP) has been the City’s federal lobbyist since Early 2021.

Thorn Run partners was founded in 2010 as a Bipartisan lobby shop and has grown to a 35-person government affairs and strategic communications firm. TRP represents over 35 local governments in CA, FL, KS, OR, and TX and has represented some for almost 20 years. Their clients include large and urban communities to small, rural areas. In California, they currently represent Pismo Beach, Visalia, and Del Norte County. They handle a wide variety of complex issues and projects.

During 2025, Greg Burns and the rest of his firm worked with staff on several Federal matters. They have been working with staff on the submittal of the City's RAISE (now BUILD) grant of approximately $15 million, which didn't receive an award originally but was recognized as a "Project of Merit", which qualified to be resubmitted this year and subsequently received conditional award and is now awaiting approval from FHWA/and Caltrans. The City is awaiting final notification if we are awarded that grant. Additionally, they have been instrumental in several grant debriefs, which are instrumental in educating staff on the elements of previously submitted grant applications that need to be amended for the application to have a better chance of funding in future funding cycles.

Their efforts to gain bipartisan support in both the House and Senate resulted in the inclusion of a FY23 appropriation of $541k and a FY24 appropriation of over $7.3mil to fund improvements at the Veteran's Building and the remainder of the East Lacey corridor improvements, respectively.

Additionally, they have advised staff on a variety of other grant opportunities and other legislative issues of importance. During their time with the City working with staff, approximately $25 million in

federal funds were awarded or potentially awarded to the City.

Mr. Burns and Thorn Run Partners have been very responsive and proven to be valuable partners in the City's efforts to establish contacts and gain insights from various federal agencies and officials on matters affecting the City. The City Manager and staff, work directly with Mr. Burns and Thorn Run staff on federal legislative matters and their past work related with awarded projects and familiarity with the city warrants the renewal of this annual contract.

Upon renewal of this contract, Mr. Burns will be providing City Council an update on federal legislative matters in early 2026.

FISCAL IMPACT:

The annual cost of the contract, $66,000, is already included in the City Manager's Division budget as part of the 2025/26 Council-adopted budget.

ATTACHMENTS:

1. Hanford - TRP Agreement letter 2026

100 M St. SE – Ste. 750 | Washington D.C. 20003 | (202) 849-8523 | [email protected] December 8, 2025
Chris Tavarez, Interim City Manager
City of Hanford
319 N. Douty Street
Hanford, CA 93230
Dear Chris and members of the City Council:

When we shared our last federal advocacy update with the City in early 2025, President Trump had recently been sworn into his second term in office, and we were hopeful Congress would finish its work on pending government funding legislation.

Unfortunately, Congress never completed work to fund the government for Fiscal Year (FY) 2025, instead relying on a full-year Continuing Resolution (CR) to continue operations at FY 2024 levels for another year. President Trump has begun his second term in office even more focused on achieving his goals, as evidenced by his rapid rate of Executive Orders (EO), with more than 210 signed as of early November. Those EO’s have been met with equal vigor by his opponents, leading to more than 150 lawsuits filed on orders as diverse as immigration, tariffs, and federal agency restructuring, among others. That has led to at least 31 EO’s that have been permanently blocked, 86 temporarily blocked, and 21 blocked pending appeal.

Meanwhile, we endured the longest government shutdown in history, one lasting 43 days, with the House of Representatives out of session for 53 days. However, we remain optimistic that the next several months could lead to a flurry of meaningful legislation, although there are other issues on the horizon about which we remain concerned.

Federal Funding
Given that Congress was unable to complete its work on the FY 2025 funding process and instead reverted to an FY 2024 CR, all community projects were dropped from consideration last March, including one we had put forward in 2024 on behalf of the City. This spring, we transitioned to seek funding for the Grangeville Boulevard Grade Separation Project in FY 2026, which was requested by Senator Padilla on behalf of the City, resulting in the following:
• $2 million for the Grangeville Boulevard Grade Separation Project in the Senate version of the Transportation, Housing and Urban Development bill.

When Congress ended the recent government shutdown, they passed a CR to fund the government through January 30. However, they also passed three (of twelve) full-year appropriations bills for a

100 M St. SE – Ste. 750 | Washington D.C. 20003 | (202) 849-8523 | [email protected] few federal agencies, two of which included community project requests. While the City’s project is in one of the remaining nine bills, we feel optimistic Congress could complete work on bills that would codify the City’s project in the next two-plus months. As we look to next year, we will work with City staff to develop project ideas for the FY 2027 funding process.

Before this year, the City’s Congressional delegation, particularly Representative Valadao, have been very successful on behalf of the City, helping to secure the following:
• $7,315,245 for the East Lacey Improvement multi-use project in Fiscal Year 2024 • $561,000 for renovations to the Veteran's Memorial Building in Fiscal Year 2023 In terms of other funding successes, we have also helped the City secure two competitive federal grants:
• $15,533,000 in DOT RAISE funding for Fast Track Hanford • $1,656,000 in DOT Railroad Crossing Elimination funding for Project Development and Final Design for a future grade separation of Grangeville Boulevard from BNSF track Other Advocacy Efforts
In terms of other areas of engagement, we have engaged in several big-picture activities that may be meaningful for Hanford:
• Surface Transportation Reauthorization: As we reach the end of the Bipartisan Infrastructure Law (BIL), which included a surface transportation authorization plus additional funding for a variety of infrastructure projects, we have shared that the next iteration of the surface transportation law will look much different from the BIL. First, there will be far less money, much of that is likely to be directed to states for traditional highway formula programs, there are likely to be fewer discretionary grant programs available to communities, and transit funding could come under attack. With respect to the latter issue, the Administration has proposed to Congress that that the next transportation bill not direct any Highway Trust Fund revenue to transit, nor allow transfers from each states’ highway fund to support transit (some states like California do this more than others). These proposals, if enacted by Congress, would be a significant blow to transit nationwide. While we do not think they will become law, they represent what we have foreshadowed and heighten our concern that transit funding, among other things, will be a major flashpoint in the next surface transportation reauthorization debate. • Federal Homelessness Funding: The Department of Housing and Urban Development's (HUD’s) Continuum of Care (CoC) program is the primary federal funding stream to address homelessness. Recently, HUD released the FY 2025 CoC notice of funding availability (NOFO), which included dramatically altered program criteria that could significantly impact how communities use funding for homelessness related services. Currently, approximately 87 percent of prior-year CoC funds are allocated to permanent housing, including permanent supportive housing (PSH) and rapid rehousing. The new NOFO limits how much CoC funding communities can spend on PSH to 30 percent, which could force a reallocation of funds from

100 M St. SE – Ste. 750 | Washington D.C. 20003 | (202) 849-8523 | [email protected] PSH programs to other programs, like transitional housing, emergency shelter, or new Supportive Services Only projects. The Kings/Tulare Homeless Alliance is the CoC in the region and last year received more than $3.5 million from the Coc program, providing for PSH in the region.
• Older Americans Act: Recently, the Senate Special Committee on Aging held a hearing on the reauthorization of and improvements to the Older Americans Act (OAA), which is needed because its authorization has lapsed. The OAA is one of the primary supports for the provision of services to seniors by the federal government. The bill was proposed for a fiveyear reauthorization as part of an enhanced CR set to be passed by Congress in December 2024, but that deal fell apart at the last moment. The OAA reauthorization at that time had already been passed separately by the Senate via Unanimous Consent (meaning it had the support of all 100 Senators), but the House never took it up before the end of the last Congress, so it still needs legislative action. While it is possible a reauthorization could be included in a year-end package this year or dealt with separately sometime next year, its lack of authorization presents a risk to seniors in the community who benefit from its programs. • Telecom Preemption: For decades, telecommunications companies have sought federal legislative and administrative preemption from what they perceive to be burdensome regulatory oversight by states and local governments for the deployment of wireless and broadband infrastructure. While their legislative efforts in Congress have generally stalled, they have had success with obtaining favorable outcomes from the Federal Communications Commission (FCC), most recently with small cell 5G wireless towers. Recently, they are seeking similar relief from the FCC for additional wireless deployment, which could be meaningful to the City. Relatedly, the House Energy & Commerce Committee recently passed a suite of other telecom permitting preemption bills. While these efforts in past Congress’ have not succeeded, that does not stop telecom companies from trying, something we will continue to closely monitor.

Contract Extension
To continue our work on behalf of the City, we propose a contract from January 1, 2026, through December 31, 2026 for a flat monthly fee of $5,500. This is the same fee for which we have worked during the past year. Alternatively, should the City wish to match our contract term to your fiscal year, we would also be willing to propose a contract from January 1, 2026 through June 30, 2027, still for the same flat monthly fee of $5,500.

Thank you again for the opportunity to represent the City of Hanford in Washington, D.C. I look forward to continuing our work together.

Sincerely,
Gregory D. Burns

13.D.

AGENDA

STAFF REPORT
MEETING DATE: 12/16/2025 AGENDA SECTION: CONSENT CALENDAR SUBJECT:

Approval of First Amendment to "In-Kind" Lease Agreement with State Center Community College District on behalf of Valley Community Small Business Development Center (VCSBDC) for use of office space inside Amtrak Station for an additional two (2) years.

RECOMMENDATION:

Recommendation: That the City Council, by motion, approve the First Amendment to an "In-Kind" Lease Agreement with State Center Community College District on behalf of Valley Community Small Business Development Center (VCSBDC) for use of office space inside Amtrak Station for an additional two (2) years.

BACKGROUND:

The City of Hanford's in-kind two-year facility lease agreement with Valley Community Small Business Development Center was approved by the Hanford City Council on December 19, 2023 and became effective on January 1, 2024. The agreement has allowed VCSBDC to occupy Suite E inside the City-owned Amtrak Station building (200 Santa Fe Street, Hanford) rent-free in exchange for its services to the City. These services include small business development workshops and oneon-one counseling or technical assistance for Hanford small business owners and entrepreneurs, as well as other services such as assistance with the City's Cut to Business ribbon cutting program.

These are meaningful ways the City may provide resources for businesses in our community.

The lease agreement is expiring on December 31, 2025. Therefore, a First Amendment to Lease Agreement was prepared (Exhibit A), which extends the term of the lease by two (2) years until December 31, 2027. All terms and provisions of the lease not otherwise modified by the amendment will remain in effect. The First Amendment to Lease Agreement has been signed by State Center Community College District on behalf of Valley Community Small Business Development Center (Exhibit B). Exhibit B also includes the original lease agreement, starting on page 6. Upon Council approval of the amended agreement, the Interim City Manager will also sign the agreement and it will subsequently take effect.

FISCAL IMPACT:

None
ATTACHMENTS:

1. Exhibit A - COH-SBDC First Amendment to Lease (PDF)

2. Exhibit B - COH-SBDC First Amendment to Lease - Signed by Tenant (PDF)

FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“Amendment”) is made and entered into by and between the CITY OF HANFORD, a municipal corporation (hereinafter referred to as “Landlord”), and the State Center Community College District on behalf of Valley Community Small Business Development Center (hereinafter referred to as “Tenant”).

This Amendment modifies the following terms of that Lease Agreement (“Agreement”) originally made between Landlord and Tenant, effective January 1, 2024, the terms of which are incorporated herein by reference:

1. It is the intent of Landlord and Tenant to extend the term of the Lease by two (2) years. As a result, Section 2 of the Lease is hereby deleted in its entirety and restated as follows:
“The term of this Lease shall commence on January 1, 2024 and end at 11:59 p.m., December 31, 2027 (“Expiration Date”). If Tenant continues to occupy the Premises after the Expiration Date, this Lease shall continue on a month-to-month basis on the terms set forth in this document.”

2. All terms and provisions of the Lease not otherwise modified by this Amendment shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment in Hanford, California.

Dated: ________________, 2025
TENANT
State Center Community College District on behalf of
Valley Community Small Business Development Center
By: _________________ _
W. ANDREW DUNN
Interim Vice Chancellor, Finance and
Administration
Dated: ________________, 2025

LANDLORD
City of Hanford
By: ________________________________

CHRISTOPER TAVAREZ
Interim City Manager

STATE CENTER COMMUNITY COLLEGE DISTRICT

CONTRACT/AGREEMENT/GRANT APPROVAL COVER SHEET
Title of Contract/Agreement/Grant:

Please select as many as apply:

Continuing Continuing Addendum to Existing
(no changes) (with changes, note
changes in description)
New
SCCCD Generated Requires Legal Requires Insurance
Review (If yes, complete
Resolution Required
Insurance form)
Additional Required Information:

Check One:

Grant Agreement/Contract Draft Final
Total Amount:

Check One:

Application
Date Final Approved:

Yr 1: Yr 2: Yr 3: Yr 4: Yr 5:

Budget No. Match: Period:

Description of Funding Source:

Approval Signature District Senior Accountant (grants only): Date:

Description/Notes (Explanation of grant/agreement and changes from prior agreement, if any):

Approval Signatures:

1. Initiator Signature & Date: 2. Approval Signature & Date:

Date: Date:

Print Name & Title: Print Name & Title:

3. VP Admin Services Approval Signature & Date: 4. President Approval Signature & Date:

Date: Date:

Print Name: Print Name:

Please note: Upon full execution of the contract, a copy must be submitted to the office of the Vice Chancellor of Finance and Administration.

Hanford Lease Agreement Richard Mostert, SBDC, Director Kimberly Duong, VP Admin Services Dr. Kim Armstrong, College President Kimberly Duong (Nov 6, 2025 16:39:53 PST) Kim Armstrong (Nov 6, 2025 16:49:03 PST)

FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“Amendment”) is made and entered into by and between the CITY OF HANFORD, a municipal corporation (hereinafter referred to as “Landlord”), and the State Center Community College District on behalf of Valley Community Small Business Development Center (hereinafter referred to as “Tenant”).

This Amendment modifies the following terms of that Lease Agreement (“Agreement”) originally made between Landlord and Tenant, effective January 1, 2024, the terms of which are incorporated herein by reference:

1. It is the intent of Landlord and Tenant to extend the term of the Lease by two (2) years. As a result, Section 2 of the Lease is hereby deleted in its entirety and restated as follows:
“The term of this Lease shall commence on January 1, 2024 and end at 11:59 p.m., December 31, 2027 (“Expiration Date”). If Tenant continues to occupy the Premises after the Expiration Date, this Lease shall continue on a month-to-month basis on the terms set forth in this document.”

2. All terms and provisions of the Lease not otherwise modified by this Amendment shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment in Hanford, California.

Dated: ________________, 2025
TENANT
State Center Community College District on behalf of
Valley Community Small Business Development Center
By: _________________ _
Dr. David El Fattal
Vice Chancellor, Finance and Administration
Dated: ________________, 2025

LANDLORD
City of Hanford
By: ________________________________

CHRISTOPER TAVAREZ
Interim City Manager
David El Fattal (Nov 24, 2025 17:14:57 PST)
Nov 24, 2025 David El Fattal Page 119 of 1117

Amendment to Lease Agreement - City of
Hanford for Valley Community SBDC - CCC
Final Audit Report 2025-11-25
Created: 2025-11-24
By: Karla Guerrero ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAHfEICYPsJmSKbTVPIFsyTdTBcUek3_tx "Amendment to Lease Agreement - City of Hanford for Valley Co mmunity SBDC - CCC" History
Document created by Karla Guerrero ([email protected]) 2025-11-24 - 11:59:14 PM GMT- IP address: 209.129.240.192 Document emailed to David El Fattal ([email protected]) for signature 2025-11-25 - 0:01:23 AM GMT
Email viewed by David El Fattal ([email protected]) 2025-11-25 - 1:14:14 AM GMT- IP address: 104.47.55.126
Document e-signed by David El Fattal ([email protected]) Signature Date: 2025-11-25 - 1:14:57 AM GMT - Time Source: server- IP address: 104.11.68.230 Agreement completed.
2025-11-25 - 1:14:57 AM GMT

13.E.

AGENDA

STAFF REPORT
MEETING DATE: 12/16/2025 AGENDA SECTION: CONSENT CALENDAR SUBJECT:

Approval of the Notice of Completion for the FY 24-25 Pavement Resurfacing Treatment (Manhole and Valve Cover Adjustment) Project, with a final sub-project cost of $205,367.86, and Authorization for the Mayor to execute and the City Clerk to file the Notice with the Kings County Recorder's Office.

RECOMMENDATION:

Recommendation:

1. Approve the Notice of Completion for the FY 24-25 Pavement Resurfacing Treatment (Manhole and Valve Cover Adjustment) Project, with a final sub-project cost of $205,367.86, and

2. Authorize the Mayor to execute and the City Clerk to file the Notice with the Kings County Recorder's Office.

Recommended Motion:

1. Approve the Notice of Completion for the FY 24-25 Pavement Resurfacing Treatment (Manhole and Valve Cover Adjustment) Project, with a final sub-project cost of $205,367.86, and

2. Authorize the Mayor to execute and the City Clerk to file the Notice with the Kings County Recorder's Office.

BACKGROUND:

On June 17, 2025, the City Council authorized the City Manager to award and execute the contract for the FY 24-25 Pavement Resurfacing Treatment (Manhole and Valve Cover Adjustment) Project. The bid opening for the project was held on June 10, 2025, and one (1) bid was received.

Staff reviewed the bid and determined that Cen-Cal Construction, located in Bakerfield, CA, was the lowest responsive and responsible bidder, with relevant experience in municipal paving projects. The contract was awarded to Cen-Cal construction in the amount of $186,186.00.

The overall Pavement Resurfacing Project, funded by Measure H, consisted of two (2) phases of construction funded under one budget. Phase 1 was the pavement resurfacing project, which applied double & single fiberized slurry seal coatings to protect and preserve city streets. The pavement resurfacing portion is performed as a separate contract and is not yet completed.

Phase 2 of the project consisted of raising and adjusting approximately 29 manholes and 41 gate valve covers to the new roadway surface level. By bringing the manholes and valve covers flush with the new pavement, the adjustment project improves ride quality, enhances safety, and compliments the resurfacing work to deliver a smoother, more consistent roadway.

Construction of Phase 2 began on October 27, 2025. During the project, one contract change order was issued in the amount of $10,385.00 to add five water valve adjustment locations.

FISCAL IMPACT:

The design, staff management, inspection, and construction for both Phase 1 and 2 are funded using Measure “H” funds appropriated in the FY26 Capital Improvement Program. • Phase 1 - FY 24–25 Pavement Resurfacing Treatment Single and Double Fiberized Slurry Overlay, Project No. 0011-826601, PO 22600375 — this work has not yet been completed but is expected to be delivered within budget. Project Budget amount:
$1,070,197.00.
• Phase 2 - FY 24–25 Pavement Resurfacing Treatment Manhole and Valve Cover Adjustment, Project No. 0011-826601, PO 22600376 — Project Budget amount:
$321,510.00.

The table below provides the final budget summary for the FY 24–25 Pavement Resurfacing Treatment, Phase 2 - Manhole and Valve Cover Adjustment Project.

ATTACHMENTS:

1. Location Maps & Street Qty List

2. Cen-Cal's NOC - Recording Original

NORTH 11TH AVE.

NOT TO SCALE
MH WV
Grangeville 17 18
South 11th Ave 2 0
North 11th Ave 5 8
Kings County Dr. 5 15
Total MH Total WV

29.00 41.00 Page 135 of 1117
GRANGEVILLE BLVD.

NOT TO SCALE
KINGS COUNTY DR.

NOT TO SCALE

SOUTH 11TH AVE.

NOT TO SCALE

RECORDING REQUESTED BY:

CITY OF HANFORD
When recorded return to:

City Clerk
City of Hanford
315 North Douty Street
Hanford, California 93230-3951

G.C. 27361.3 - Fee NIL

NOTICE OF COMPLETION
TO WHOM IT MAY CONCERN:

YOU ARE HEREBY NOTIFIED AS FOLLOWS:

1. The work of Improvement is located: Various Locations within the City of Hanford City limits.

2. The Improvement is particularly described as: FY 24-25 Pavement Resurfacing Treatment (Manhole and Valve Cover Adjustment) Project

3. The date of completion of the work of Improvement: November 14, 2025.

4. The Owner of the work of Improvement: City of Hanford.

5. The nature of the owner’s interest or estate: Fee Simple Title.

6. The name of the original contractor for the work of Improvement: J.L. Plank Inc. dba Cen-Cal Construction

7. The surety for the work of Improvement: Developers Surety and Indemnity Company, Bond #01040033

8. All work for this project has been completed.

9. Accepted by minute action of the City Council of the City of Hanford on: December 16, 2025.

I certify under penalty of perjury that the foregoing is true and correct.

Dated this 16th day of December 2025.

BY: ________________________________________
Mark Kairis, Mayor
City of Hanford, County of Kings, State of California
I, the undersigned, say:

I am the person who signed the foregoing notice. I have read the above notice and know its contents, and the facts stated therein are true of my own knowledge.

I declare under penalty of perjury that the foregoing is true and correct.

Executed at Hanford, California, this ______ day of _____________, 2025.

BY: ________________________________________
Mark Kairis, Mayor
City of Hanford, County of Kings, State of California
Authority: Section 1181 Civil Code

13.F.

AGENDA

STAFF REPORT
MEETING DATE: 12/16/2025 AGENDA SECTION: CONSENT CALENDAR SUBJECT:

Authorize the City Manager to award a construction contract for The Plunge Slide Repairs to Safe Slide Restoration, of Farmington, MO, for an amount not to exceed $75,764.00.

RECOMMENDATION:

Recommendation: It is recommended that the City Council authorize the award of a construction contract for the repairing, sanding, and gel coating of The Plunge slide’s interior, and painting of the exterior to Safe Slide Restoration, of Farmington, MO, in the amount of and not to exceed $75,764.00, per specifications of RFB 2026-11.

Recommended Motion: I move to award a contract for the repairing, sanding, and gel coating of The Plunge slide’s interior, and painting of the exterior, to Safe Slide Restoration, for a not to exceed amount of $75,764.00.

BACKGROUND:

The Plunge slide was constructed in 1992 and since then the City of Hanford has completed several renovation and repair projects to keep the amenity in compliance with the California Department of Industrial Relations (DIR), Amusement Ride and Tramway (ART) Unit. Some of these renovations have included repairing the concrete support piers in 2013, the replacement of the stairway in 2016, and a new water booster pump, with water meter, to ensure proper water flow in the slide in 2017.

One of the other requirements from the Amusement and Tramway Unit state inspector was to have the slide flute properly gel coated to keep the slide smooth and safe for riders. This project was completed annually in the past but now requires a more extensive refurbishment that will include the sanding of the entire slide flute, replacing slide hardware, re-gel coating the interior and painting the exterior of the slide.

With the more extensive work required to reach compliance with the slide, staff created a Request for Bids (RFB 2026-11). On October 28, 2025, the City solicited bids by posting the RFB on Bid-Net.

Contractors can receive all related documents, addendum, plan holder lists, and award information.

All bid documents shall be included in Bidnet Direct’s California Purchasing Group website submission to be valid at the time of bid opening.

On November 13, 2025, a non-mandatory pre-bid meeting was held at The Plunge. Staff were present to review the bid specifications, review the mandatory requirements imposed by the State of California Department of Industrial Relations, and answer any questions. No contractors attended the pre-bid meeting.

On December 2, 2025, the City received bids from three (3) contractors (bid summary below). Safe Slide Restoration, Farmington, MO. was the qualified low bidder for the Plunge Slide Repairs Project. • Safe Slide Restoration, Farmington, MO $75,764.00
• Bynum Painting, Newport, KY $111,150.00
• WhiteWater West, Richmond, BC, Canada $199,460.00

Staff have reviewed the submitted bids, performed reference checks, and are satisfied that Safe Slide Restoration has the equipment and personnel to complete the Plunge Slide Repairs Project.

This project requires a Public Works maintenance contract and, therefore, is subject to State of California prevailing wages, registration with the Department of Industrial Relations and submission of certified payroll to the Labor Commissioner as well as other requirements outlined in the City’s Labor Compliance Manual which was a part of the specifications.

FISCAL IMPACT:

The Plunge Remodel project is multi-funded using the Aquatics Capital/Equipment Replacement Reserve Fund and General Fund with a total appropriation of $425,014. The remaining available funds of this project are sufficient to cover the cost of the slide repairs for $75,764. The original estimate presented previously to City Council was $83,861 for these repairs, thus this portion is anticipated to be under budget.

ATTACHMENTS:

1. Plunge Slide Repairs RFB No. 2026-11

2. Draft Agreement

3. The Plunge - Gantt Chart

RFB No. 2026-11

PLUNGE SLIDE REPAIRS
Release Date: October 28, 2025

RFB 2026-11
Plunge Slide Repairs
2 INDEX

CONTRACT DOCUMENTS
PAGE NO.

Notice to Contractors 5
Bid Requirements and Conditions 7

1. Proposal Forms 7

2. Examination of Plans, Specifications, 7
Special Provisions, and Site of Work

3. Interpretation of Project Documents 7

4. Approximate Estimate 7

5. Bid Prices 8

6. Proposal Guaranty-Bid Bond 8

7. Withdrawal of Proposals 8

8. Rejection of Proposals 8

9. Qualification of Bidders 8

10. Disqualification of Bidders 9

11. Designation of Subcontractors 9

12. Recovery of Kickbacks by the City 9

13. Material Guaranty 9

14. Prevailing Wage Requirements 10

15. Overtime Requirements 12

16. Addenda 12

17. Protests/Appeals 12
Bidders Checklist 14
Bid Proposal 15
Bid Schedule 17
Bid Guaranty Bond 18
Certification of Bidder′s Experience & Qualifications 20 Bidder′s List 21
Designation of Subcontractors 22
Non-Collusion Declaration 23
Workers’ Compensation Insurance Certificate 24

RFB 2026-11
Plunge Slide Repairs
3 PAGE NO.

Equal Employment Opportunity Compliance Certificate 25
Americans with Disabilities Act Compliance Certificate 26 Ownership Disclosure for Contractors and Subcontractors 27 Drug-Free Workplace Certification 28
Iran Contracting Act Certification 29
Award and Execution of Contract 30

1. Award of Contract 30

2. Contract Bonds 30

3. Execution of Contract 31

4. Failure to Execute Contract 31

5. Return of Proposal Guaranties 31

6. Insurance Requirements 31

7. Minimum Scope of Insurance 31

8. Minimum Limits of Insurance 32

9. Deductibles & Self-Insured Retentions 33

10. Other Insurance Provisions Endorsements 33

11. Acceptability of Insurers 34

12. Verification of Coverage 34

13. Subcontractors 35

14. City Indemnification 35

15. Estimates 35

16. Compliance with Laws 35

17. Licenses 36

18. Assignment and Subcontracting 36

19. Sole and Only Contract 36

20. Invalidity 36

21. Amendment 36

22. Governing Law 36

23. Waiver 37

24. Authority to Enter Contract 37

25. Notice 37

RFB 2026-11
Plunge Slide Repairs
4 PAGE NO.

Labor Compliance Program and Labor and Other Code Requirements Certificate 38 Agreement 47
Performance Bond 50
Guaranty Bond 52
Russia Sanctions Executive Order N-6-22 54
Equal Opportunity 54
Subletting or Assigning the Contract 56
Safety: Accident Prevention 57
SPECIAL PROVISIONS 58
Section 1 Definitions and Conflicts 59
Section 2 General Requirements 60

EXHIBITS ATTACHED SEPARATELY
A- Site Photos
B- Manufacturer Specifications

RFB 2026-11
Plunge Slide Repairs
5 NOTICE TO CONTRACTORS
Bid Submissions will be received through the Bidnet Direct’s California Purchasing Group website below until 2:00 p.m. on Tuesday, December 2, 2025, at which time they will be publicly opened digitally and posted for performing work in accordance with Plans and Specifications, therefore, as follows:

RFB 2026-11

PLUNGE SLIDE REPAIRS
Bids are required for the entire work as described herein:

Furnish all necessary labor, materials, equipment and incidentals necessary to resurface and recommission the waterslide located at The Plunge, 415 Ford Street, Hanford, CA. Work shall be performed in accordance with Whitewater’s (slide manufacturer) engineering specifications and industry standards. Work will consist of a) Gel Coat- Interior of Slide: remove all caulking, repair minor cracks, chips and scratches; mechanically sand entire surface of slide interior; remove any existing paint not consistent with gel coat; clean and rinse interiors and allow to dry overnight; apply 20-40 mils. gel coat to entire interior surface; polish gel coat on body slide sections; seal slide joints with polyurethane construction sealant (Sikaflex 1A or equivalent; and b) Exterior Coating of Slide: pressure wash exterior of slide; repair cracks, chips, and structural reinforcements if needed; apply adhesion promoter or sanding for bond preparation; replace all flange-to-flange hardware; apply new protective coating to entire exterior; apply non-skid in entry tub.

There will be a non-mandatory pre-bid job walk at The Plunge, 415 Ford Street, Hanford, CA 93230 at 10:00 a.m. on Thursday, November 13, 2025.

Plans, specifications, and proposal forms to be used for bidding shall only be obtained through Bidnet Direct’s California Purchasing Group website:
http://www.bidnetdirect.com/california/cityofhanford
All vendors looking to do business with the City of Hanford are encouraged to register to access bids, related documents, addendum, plan holder lists, and award information. All bid documents shall be included in Bidnet Direct’s California Purchasing Group website submission to be valid at the time of bid opening.

Bids must be accompanied by a bidder′s security made payable to the City of Hanford for an amount equal to at least ten percent (10%) of the amount bid, such guaranty to be forfeited should the bidder to whom the contract is awarded fail to enter into this contract.

All questions regarding this project shall be in writing and shall be submitted through Bidnet, no later than 4:00 p.m. on Thursday, November 20, 2025.

Local Vendor Preference: In an effort to encourage local businesses to provide goods and services to the City, the Council has enacted a Local Vendor Preference policy. The Local Vendor Preference policy will apply to any business that has a fixed business address within Hanford City limits. A Post Office Box will not be accepted as a business address. The City reserves the right to request proof of the City of Hanford address.

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6 Any change to, or clarification of, the project plans and specifications shall be made in the form of an addendum issued to plan holders of record. Questions that prompt a change or clarification shall be included in the addendum with the subsequent answers.

All bids are to be compared on the basis of the City Engineer′s estimate of the quantities of work to be done. No bids will be accepted from a Contractor who has not been licensed in accordance with the provisions of Chapter 9, Division 3 of Business and Professions Code. The City reserves the right to reject any or all bids.

In accordance with the provisions of Section 1770 to 1781 of the Labor Code, the City of Hanford has ascertained that the General Prevailing Rate of Wages applicable to the work being done for this project is as per the State of California Prevailing Wage rates for the County of Kings, of which wage scale on file in the City Engineer′s office and the Department of Industrial Relations prevailing wage rate determinations website at https://www.dir.ca.gov/Public-Works/Prevailing-Wage.html. The Contractor to whom the contract is awarded shall pay not less than the specified prevailing wages to all workmen employed in the execution of the contract.

The City of Hanford, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US. C.§§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of age, race religion, creed, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, gender, gender identity or expression, sexual orientation, or military and veteran status in consideration for an award.

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR). No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 (with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)). No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

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7 BID REQUIREMENTS AND CONDITIONS
This contract is made by and between the City of Hanford, A Municipal Corporation (“City”), and ______________________________________________ (“Contractor”). The undersigned hereby agrees to perform work as described in the Scope of Work and the following criteria:

1. Proposal Forms
The entire Bid Packet shall be submitted digitally through Bidnet Direct’s California Purchasing Group website: http://www.bidnetdirect.com/california/cityofhanford. All vendors looking to do business with the City of Hanford are encouraged to register to access bids, related documents, addendum and award information.

It is the sole responsibility of the bidder to see that his bid is submitted electronically by the proper time. All bids received after the scheduled closing time for receipt of the bids shall be rejected.

The bidder is responsible for verifying and submitting with the bid proposal, at minimum, that the bid proposal is signed, that all addenda issued are received, that the bid bond is included with the proposal, and that the Non-Collusion Declaration is signed. Bids will be considered non-responsive if these items are not included with the original bid submittal.

2. Examination of Plans, Specifications, Special Provisions and Site of the Work The bidder shall carefully examine the site of the work contemplated, and the proposal, plans, specifications, and contract forms, therefore. It will be assumed that the bidder has investigated and is satisfied as to the conditions to be encountered regarding character, quality, and quantities of work to be performed and the materials to be furnished, and as to the requirements of these specifications, the Special Provisions, and the Contract. It is mutually agreed that submission of a proposal shall be considered "prima facie" evidence that the bidder has made such an examination.

3. Interpretation of Project Documents
Bidders, prospective subcontractors, manufacturers, and suppliers may request interpretation of the project documents prior to bid opening. Requests shall be made through Bidnet in the form of a Request for Information. Requests to clarify the source of materials, equipment, suppliers or any other such matter which does not modify, change, increase, or decrease the scope of work requires no action by the Owner other than a response to the bidder requesting the clarification. Requests to clarify possible ambiguous, conflicting, or incomplete statements or designs, or any other such clarification which modifies, changes, increases or decreases the scope of work requires issuance of an addendum by the Owner for the interpretation to become effective.

4. Approximate Estimate
The quantities given in the proposal and contract forms are approximate only, being given as a basis for any comparison of bids, and the City Council does not, expressly or by implications, agree that the actual amount of work will correspond therewith but reserves the right to increase or decrease Dale Cooper LLC dba Safe Slide Restoration

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8 the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or expedient by the Engineer.

5. Bid Prices
Bid prices shall include everything necessary for the completion of the work including but not limited to providing the materials, equipment, tools, plant and other facilities, and the management, superintendence, labor, and services. Bid prices shall include allowance for federal, state, and local taxes.

6. Proposal Guaranty – Bid Bond
Each proposal shall be accompanied by one of the following forms of bidder's security: cash, certified cashier's check, or a bidder's bond executed by an admitted surety insurer, made payable to the City of Hanford for an amount equal to at least ten percent (10%) of the total bid amount. No bid will be considered unless such cash, certified cashier's check or bidder's bond is attached therewith. Bidder’s Bond shall be furnished from an admitted surety insurer listed in the Federal Register.

Pursuant to California Code of Civil Procedure Section 995.120 an "Admitted Surety Insurer" is defined as a corporate insurer or a reciprocal or inter-insurance exchange to which the Insurance Commissioner of the State of California has issued a Certificate of Authority to transact surety insurance in the State of California.

A scanned copy of Bid Bonds must be submitted electronically with the bid through Bidnet prior to bid opening. Original hard copies of Bid Bonds shall be provided by the apparent low bidder within five business days following bid open and can be received at 900 S. 10th Ave. Hanford CA 93230 addressed to City Engineer.

7. Withdrawal of Proposals
Any bid may be withdrawn at any point prior to the hour fixed in the Notice to Contractors for the opening of bids provided that a request in writing, executed by the bidder or his duly authorized representative for the withdrawal of such bid, is filed with the City Director of Finance. The withdrawal of a bid will not prejudice the right of the bidder to file a new bid. Bids will be opened at the time fixed in the advertised Notice to Contractors through Bidnet, and a bid will not be received after that time, nor may a bid be withdrawn after the time fixed in such notice.

8. Rejection of Proposals
Proposals may be rejected if they show any alterations of form, additions not called for, conditional bids, incomplete bids, erasures, or irregularities of any kind. The City of Hanford reserves the right to reject any and/or all proposals.

9. Qualification of Bidder
Bidder shall certify that he is, at the time of bidding, and shall be throughout the period of the contract, licensed under the provisions of Chapter 9, Division 3 of the Business and Professions