1 - Town Council
April 8, 2026

TOWN OF MORAGA

TOWN COUNCIL
WEDNESDAY, APRIL 8, 2026
Kerry Hillis, Mayor
Brian Dolan, Vice Mayor
Lisa Maglio, Councilmember
Graham Thiel, Councilmember
Steve Woehleke, Councilmember
Scott Mitnick, Town Manager
Katie Bruner, Admin. Services Director
Sonia Urzua, Planning Director
Amy Heavener, Town Clerk
Denise Bazzano, Assistant Town Attorney
Jon King, Police Chief
Nate Levine, Interim Public Works Director
Mackenzie Brady, Parks & Recreation Director
Executive Team
Town of Moraga Mission Statement
The Town of Moraga is dedicated to preserving our semi-rural character, conserving open spaces, providing exceptional municipal services, fostering safety and resiliency, providing opportunities for development, and creating a vibrant, innovative, and sustainable community for all.

AGENDA ACCESS: The meeting agenda is posted on the following notice board locations: 329 Rheem Blvd.; Moraga Library located at 1500 St. Marys Rd.; The Hacienda located at 2100 Donald Drive; and Online at:
https://www.moraga.ca.us/AgendaCenter
VIEWING OPTIONS: The Moraga Town Council meeting is scheduled to take place on the 2nd and 4th Wednesday of each month. The meeting may be attended in person at 335 Rheem Blvd, Moraga, on Community Access Television (CATV) Comcast Channel 26; or by viewing the Town's YouTube Live channel at: https://www.youtube.com/@TownofMoraga335
PUBLIC INPUT: To provide input to the Town Council please submit comments via the following email address: [email protected] up to two hours prior to the start of the meeting. Written comment cards will also be available for submission at the meeting. Individuals addressing the Town Council are requested to state their name and community of residence for the record. If further assistance is needed, please email the Town Clerk at [email protected] or call (925) 888-7021.

It is the policy of the Town of Moraga that Councilmembers, Town employees and meeting participants are to be treated with respect and dignity. Actual or perceived discrimination and/or harassment of a Councilmember, Town employee or others on the basis of age, ancestry, color, disability, gender identity, marital status, medical condition, national origin, race, religious creed, sex or sexual orientation will not be tolerated.

CEQA STATEMENT: Unless stated otherwise on the agenda, every item on the agenda is exempt from CEQA Guidelines Sections 15060(C), 15061(B)(3), 15273, 15378, 15301, 15323 and/or Public Resources Code Section 21065.

NOTICE: If you challenge a Town's zoning, planning, or other decision in court, you may be limited to raising only those issues raised at the public hearing described in this notice, or in written correspondence delivered to the Town Council at, or prior to, the public hearing. Judging review of any Town administrative decision may be had only if petition is filed with the court not later than the 90th day following the date upon which the decision becomes final. Judicial review of environment determination may be subject to a shorter time period for litigation, in certain cases 30 days following the date of final decision. The Town of Moraga will provide special assistance for disabled citizens upon at least 72 hours advance notice to the Town Manager's office (925- 888-7021). If sign assistance is needed or written material printed in a larger font or taped, advance notice is necessary. All meeting rooms are accessible to the disabled.

April 8, 2026
Town Council Regular Meeting
1 TOWN OF MORAGA

TOWN COUNCIL

REGULAR MEETING
WEDNESDAY, APRIL 8, 2026
5:30 PM

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. PRESENTATIONS
3A. Proclamation - Arab American Heritage Month April 2026 3B. Proclamation - Arbor Day Proclamation April 2026

4. PUBLIC COMMUNICATION
4 Addendum - General Public Comment Received

5. ADOPTION OF MEETING AGENDA

6. CONSENT CALENDAR

6.1 Receive Accounts Payable Claims for: February 6, 2026 - March 30, 2026 ($683,355.40).

6.2 Approval of Meeting Minutes for the March 25, 2026 Special, Closed Session meeting, March 25, 2026 Regular meeting and March 25, 2026 Joint meeting of the Moraga Town Council and the Parks & Recreation Commission.

6.3 Adopt a Resolution:

AMENDED AGENDA

TOWN COUNCIL CHAMBER
335 RHEEM BOULEVARD

MORAGA, CA

ROLL CALL
Time reserved for those in the audience who wish to address the Town Council on items which are not on the agenda. The Council cannot discuss details or vote on items not on the agenda. Your concerns may be referred to the Town Manager for a brief comment or for further review. Note: Public input pertaining to a specific item on the agenda may be made during consideration of that item.

A. Consideration of Consent Items Removed for Discussion B. Acceptance of Consent Items
April 8, 2026
Town Council Regular Meeting
2 1. Authorizing the Town Manager to execute an agreement with Silicon Connections, LLC to perform the installation of the technology upgrades to Town Council Chamber and Pear Conference Room, for a total amount not to exceed $89,093;

2. Approving a contingency amount of $5,907, for a total amount not to exceed $95,000 to comply with SB 707;

3. Authorizing the Administrative Services Director to execute any amendments within the contingency, as necessary; and

4. Appropriating $95,000 in PEG funds.

6.4 Adopt a Resolution:

1. Authorizing the Town Manager to execute a final construction contract change order for the 2023-24 Pavement Rehabilitation Project (CIP 23- 401) in the amount of $183,405.09;

2. Approving the Project as complete by Bay Cities Paving & Grading, Inc. (Concord, CA);

3. Authorizing the Town Manager to execute the Certificate of Completion; and

4. Authorizing the Town Engineer to file the Resolution of Acceptance and Certificate of Completion with the Contra Costa County Recorder.

6.5 Re-Appoint Gian Panetta and Spencer Schilling to the Local Sales Tax Oversight Committee (LSTOC) for a new term of 2 years, which will expire on March 1, 2028.

7. ANNOUNCEMENTS AND REPORTS ON ACTIVITIES

8. DEPARTMENT REPORTS
8A. Endorse the Moraga School District Ballot Measure I ("Teacher Retention and Academic Preservation Measure")
8B. Adopt a Resolution authorizing the Town Manager to execute the Second Amendment to the Professional Services Agreement with Clean Coalition, increasing the scope of services and contract amount by $30,000, for a total amount not to exceed $182,250, and extending the Time of Performance through June 30, 2026.

9. PUBLIC HEARING
9A. Conduct the Public Hearing and adopt a Resolution:

1. Determining that the anticipated cost to the Town of the Town Facilities Energy A. Councilmember Reports on AB1234 Activities, Councilmember Announcements B. Town Manager
April 8, 2026
Town Council Regular Meeting
3 Reliability Project is less than the projected energy utility costs to be consumed by the Town over the useful life of the project, as required by California Government Code Section 4217;

2. Authorizing the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney;

3. Authorizing the Town Engineer to execute change orders within the contingency;

4. Authorizing a 0%, 20-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $675,000;

5. Appropriating an additional $545,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,740,000; and

6. Finding the proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15303 (Class 3- New Construction or Conversion of Small Structures).

10. COUNCILMEMBER REQUESTS FOR FUTURE AGENDA ITEMS

11. INFORMATIONAL ITEMS

12. TOWN MANAGER FOLLOW-UP AND ANNOUNCEMENTS

13. ADJOURNMENT

14. SUPPLEMENTAL MATERIALS/PRESENTATIONS RECEIVED
14A.Supplemental materials received at the April 8, 2026 regular meeting of the Moraga Town Council.

This section includes presentation and/or supplemental materials received during the Town Council meeting.

April 8, 2026
Town Council Regular Meeting
4 A PROCLAMATION RECOGNIZING

April 2026 as Arab American Heritage Month

WHEREAS, for more than a century, Arab Americans have been making valuable contributions to virtually every aspect of American society, including business, culture, education, government, law, medicine, military service, and technology; and WHEREAS, since immigrating to the United States, people of Arab ancestry have shared their culture and traditions, resilient family values, strong work ethic, dedication to education, commitment to public service, and diversity in faith and creed with neighbors and friends, enriching our society and strengthening our democracy; and WHEREAS, Arab Americans have also enriched our society by sharing the entrepreneurial American spirit in promoting a free and prosperous nation; and WHEREAS, the history of Arab Americans in the United States remains neglected, undervalued, or misunderstood; and
WHEREAS, Arab American issues, such as civil rights abuses, harmful stereotyping, and bullying of Arab Americans, must be combated through thoughtful education, awareness, and accountability; and
WHEREAS, Arab Americans join all Americans in the desire to see a peaceful and diverse society, where every individual is treated equally and with dignity and feels safe; and
WHEREAS, The Town of Moraga is honored to count Arab Americans among our population and is proud to recognize the incredible contributions and heritage of Arab Americans in our community.

NOW, THEREFORE, BE IT RESOLVED that the Moraga Town Council hereby recognizes April 2026 as Arab American Heritage Month in the Town of Moraga. _________________________________
Kerry Hillis, Mayor of Moraga
5 A PROCLAMATION DECLARING
April 24, 2026, as Arbor Day in Moraga
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 holiday, called Arbor Day, was first observed with the planting of more than a million trees in Nebraska; and
WHEREAS, Arbor Day is now observed throughout the nation and the world; and
WHEREAS, trees reduce erosion of our precious topsoil by wind and water, cut heating and cooling costs, moderate the temperature, clean the air, produce life-giving oxygen, and provide habitat for wildlife; and
WHEREAS, the best time to plant trees in Moraga is in the fall, from roughly October through March, because the cooler temperatures and seasonal rains help trees establish roots before the stress of summer heat and drought; and WHEREAS, this allows newly planted trees to put their energy into root development rather than foliage, resulting in stronger, healthier trees; and WHEREAS, trees are a renewable resource that provide materials for homes and businesses and countless other wood products; and
WHEREAS, the Town of Moraga is classified as a Tree City USA Town; and WHEREAS, trees in the Town of Moraga increase property values, enhance the economic vitality of business areas and beautify the community; and WHEREAS, trees, wherever they are planted, are a source of joy, and trees contribute to the high quality of life in the Moraga community.

NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Moraga, we do hereby proclaim April 24, 2026, as “Arbor Day” in the Town of Moraga and urge all citizens to to support efforts to protect our trees and woodlands. ______________________________
Kerry Hillis, Mayor
Town of Moraga
6 PUBLIC COMMUNICATION: 4
To: Honorable Mayor and Councilmembers
From: Amy Heavener, Town Clerk
Subject: Addendum - General Public Comment Received
Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Addendum - General Public Comment Received

ATTACHMENTS
Addendum - General Public Comment Received
7 TOWN OF MORAGA

TOWN COUNCIL REGULAR MEETING
April 8, 2026
Addendum(s) to Published Agenda
4: PUBLIC COMMUNICATION
Time reserved for those in the audience who wish to address the Town Council on items which are not on the agenda. The Council cannot discuss details or vote on items not on the agenda. Your concerns may be referred to the Town Manager for a brief comment or for further review. Note: Public input pertaining to a specific item on the agenda may be made during consideration of that item.

Updates Include:
• General Public Comment received
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CONSENT CALENDAR: 6.1
To: Honorable Mayor and Councilmembers
From: Katie Bruner, Administrative Services Director
Subject: Receive Accounts Payable Claims for: February 6, 2026 - March 30, 2026 ($683,355.40).

Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Receive Accounts Payable Claims for: February 6, 2026 - March 30, 2026 ($683,355.40).

ATTACHMENTS
Attachment A - AP Report - FEB 6 2026 - MAR 30 2026
10 4/2/2026 2:40:05 PM Page 1 of 11
Monthly Check Report
Town of Moraga By Check Number
Date Range: 03/01/2026 - 03/31/2026
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount Bank Code: AP Bank -AP Bank
0876 Health Care Dental Trust 03/03/2026 66156 Regular 0.00 3,933.80 375891 Invoice 02/06/2026 Dental Insurance: 2026.03 3,933.80 0.00 0032 Ad Art, Inc. 03/05/2026 66157 Regular 0.00 1,689.13 58920 Invoice 03/03/2026 Electric Sign Repair 1,689.13 0.00 0073 All City Management Services, Inc. 03/05/2026 66158 Regular 0.00 1,163.96 PS-INV103941 Invoice 03/03/2026 School Crossing Guard Svcs: 2026.02.01-02… 0.00 1,163.96 0130 Angela Likos 03/05/2026 66159 Regular 0.00 92.00
INV0000127 Invoice 03/03/2026 Training Reimbusement 92.00 0.00 0180 AT&T 03/05/2026 66160 Regular 0.00 70.00
606208 Invoice 03/03/2026 File Code 4527398 70.00 0.00
0180 AT&T 03/05/2026 66161 Regular 0.00 33.07
000024833571 Invoice 03/04/2026 Fax: Hacienda 2100 Donald BAN 9391020… 33.07 0.00 0180 AT&T 03/05/2026 66162 Regular 0.00 31.84
000024833572 Invoice 03/04/2026 Fax 329 Rheem BAN 9391020641 31.84 0.00 0180 AT&T 03/05/2026 66163 Regular 0.00 191.75
000024833515 Invoice 03/04/2026 Fax Line BAN 9391019310 191.75 0.00 0180 AT&T 03/05/2026 66164 Regular 0.00 156.45
000024833578 Invoice 03/04/2026 T1 Line BAN 9391020639 156.45 0.00 0180 AT&T 03/05/2026 66165 Regular 0.00 152.95
000024833516 Invoice 03/04/2026 Alarm Council Chambers 335 Rheem BAN … 152.95 0.00 0180 AT&T 03/05/2026 66166 Regular 0.00 31.89
000024834279 Invoice 03/04/2026 Emer. Phone: Town Hall 329 Rheem BAN … 31.89 0.00 0188 Autohaus Moraga 03/05/2026 66167 Regular 0.00 356.08 #23494 Invoice 03/03/2026 Veh Maint Oil and Tire Svc 189.74 0.00 #23584 Invoice 03/03/2026 Veh Maint Oil Svc 166.34 0.00 0231 Ben Ho 03/05/2026 66168 Regular 0.00 426.72
INV0000126 Invoice 03/03/2026 Training Reimbursement 426.72 0.00 0232 Benali Inc. 03/05/2026 66169 Regular 0.00 24.12
40148 Invoice 03/03/2026 Maint Supplies 24.12 0.00
0252 BKF Engineers 03/05/2026 66170 Regular 0.00 5,642.25 12 Invoice 03/03/2026 FY2026 On-Call Engineering 5,642.25 0.00 0297 Bruner Kaitlin 03/05/2026 66171 Regular 0.00 276.00 INV0000134 Invoice 03/04/2026 Cal Cities Conf Per Diem 151.00 0.00 INV0000135 Invoice 03/04/2026 CSMFO Per Diem 125.00 0.00 0305 Burke, Williams & Sorensen 03/05/2026 66172 Regular 0.00 13,320.84 360646 Invoice 03/03/2026 P90-039 Legal Fees: 05655-0118 453.96 0.00 360647 Invoice 03/02/2026 Legal Fees: Pers 05655-0111 2026.01 171.60 0.00 360648 Invoice 03/02/2026 Legal Fees: Gen 05655-0010 2026.01 8,623.68 0.00 360649 Invoice 03/03/2026 23-401 Legal Fees: 05655-0136 2026.01 2,912.00 0.00 360650 Invoice 03/03/2026 I17-006 Legal Fees: 05655-0157 2026.01 756.60 0.00 360651 Invoice 03/02/2026 Legal Fees: Lit 05655-0165 2026.01 145.60 0.00 360652 Invoice 03/02/2026 Legal Fees: Gen 05655-0168 187.20 0.00 11 Monthly Check Report Date Range: 03/01/2026 - 03/31/2026 4/2/2026 2:40:05 PM Page 2 of 11
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount 360653 Invoice 03/03/2026 23-201 Legal Fees: 05655-0179 70.20 0.00 0444 CME Lighting Supply, Inc 03/05/2026 66173 Regular 0.00 174.50 0000265890 Invoice 03/03/2026 Lighting Svc 174.50 0.00
0507 Critical Reach, Inc. 03/05/2026 66174 Regular 0.00 300.00 4702 Invoice 03/03/2026 2026 APBnet Annual Support Fee 300.00 0.00 0611 Diamond K Supply Ltd 03/05/2026 66175 Regular 0.00 1,090.32 5506 251 Invoice 03/03/2026 23-201 Maint Supplies 1,090.32 0.00 0666 East Bay Municipal Utility Dist. 03/05/2026 66176 Regular 0.00 7,271.80 10268439 Invoice 03/03/2026 Commons Ground Lease FY2026 7,271.80 0.00 0666 East Bay Municipal Utility Dist. 03/05/2026 66177 Regular 0.00 171.82 INV0000121 Invoice 03/03/2026 Water Svcs 848 Country Club Dr Acct: 122… 171.82 0.00 0666 East Bay Municipal Utility Dist. 03/05/2026 66178 Regular 0.00 953.42 INV0000123 Invoice 03/03/2026 Water Svcs 1310 Camino Pablo Acct: 4831… 953.42 0.00 0671 East Bay Tree Service, Inc. 03/05/2026 66179 Regular 0.00 1,300.00 598885 Invoice 03/03/2026 Fire Abatement 1,300.00 0.00
0746 F.J. Kennedy and Associates 03/05/2026 66180 Regular 0.00 69.90 25-175 Invoice 03/03/2026 FY2026 On-Call Engineering 69.90 0.00 0822 Golden State Fleet Services, Inc. 03/05/2026 66181 Regular 0.00 250.00 14-25713 Invoice 03/03/2026 Veh Towing 250.00 0.00
0830 Got Power, Inc. 03/05/2026 66182 Regular 0.00 1,015.00 01-127301 Invoice 03/03/2026 Generator Svc 1,015.00 0.00 2279 Graham Thiel 03/05/2026 66183 Regular 0.00 136.10
INV0000139 Invoice 03/04/2026 Cal Cities Reimbursement 136.10 0.00 0998 Jeffrey Yanga 03/05/2026 66184 Regular 0.00 426.72 INV0000125 Invoice 03/03/2026 Training Reimbursement 426.72 0.00 1208 Kurt Eriksen 03/05/2026 66185 Regular 0.00 92.00
INV0000129 Invoice 03/03/2026 Training Reimbursement 92.00 0.00 1573 National Trench Safety, Inc 03/05/2026 66186 Regular 0.00 517.34 1231417 Invoice 03/03/2026 23-201 Trench Plate Rental 517.34 0.00 1697 PlaceWorks, Inc. 03/05/2026 66187 Regular 0.00 1,345.00 TNMO-03.0-9 Invoice 03/03/2026 Prof Svcs: 2026.01 1,345.00 0.00 1698 Playcore Wisconsin, Inc. 03/05/2026 66188 Regular 0.00 1,194.34 391565 Invoice 03/03/2026 Memorial Bench Donation 1,194.34 0.00 1712 PTS Communications Inc. 03/05/2026 66189 Regular 0.00 75.00 2151686 Invoice 03/04/2026 Pay Phone Chrg: Rancho Laguna 9259130… 75.00 0.00 1838 Rui Ding 03/05/2026 66190 Regular 0.00 1,080.00
INV0000122 Invoice 03/03/2026 Winter 2026 Tai Chi Classes 1,080.00 0.00 1841 Russell Douthit 03/05/2026 66191 Regular 0.00 92.00 INV0000128 Invoice 03/03/2026 Training Reimbursement 92.00 0.00 1893 Scott Mitnick 03/05/2026 66192 Regular 0.00 113.00 INV0000137 Invoice 03/04/2026 Cal Cities Per Diem 113.00 0.00 1940 Shuster Advisory Group, LLC 03/05/2026 66193 Regular 0.00 190.00 10708 Invoice 03/04/2026 Cal Cities Dinner Tickets 190.00 0.00 1951 Soccer Stars of Contra Costa County, LLC 03/05/2026 66194 Regular 0.00 2,877.00 12 Monthly Check Report Date Range: 03/01/2026 - 03/31/2026 4/2/2026 2:40:05 PM Page 3 of 11
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount 2422719 Invoice 03/03/2026 Fall 2026 Session 2 Soccer Programs 2,877.00 0.00 2042 Sylvia Wells 03/05/2026 66195 Regular 0.00 691.72
INV0000138 Invoice 03/04/2026 CSMFO Reimbursement 691.72 0.00 2117 Townsend Public Affairs, Inc 03/05/2026 66196 Regular 0.00 1,500.00 24922 Invoice 03/03/2026 Lamorinda Legislative Coalition - Consulta… 1,500.00 0.00 2131 Tyler Technologies, Inc 03/05/2026 66197 Regular 0.00 2,900.00 025-543766 Invoice 03/04/2026 Tyler ERP Pro Cloud Implementation 2,610.00 0.00 025-544415 Invoice 03/04/2026 Tyler ERP Pro Cloud Implementation 290.00 0.00 2140 Universal Building Services 03/05/2026 66198 Regular 0.00 465.08 23868 Invoice 03/03/2026 Maint Supplies 465.08 0.00
0335 California State Disbursement Unit 03/13/2026 66199 Regular 0.00 410.76 INV0000154 Invoice 03/12/2026 Child Support: PPE 03/07/2026 410.76 0.00 0073 All City Management Services, Inc. 03/19/2026 66200 Regular 0.00 1,309.46 PS-INV104291 Invoice 03/17/2026 School Crossing Guard Svcs: 2026.02.15-02… 0.00 1,309.46 0130 Angela Likos 03/19/2026 66201 Regular 0.00 46.00
INV0000190 Invoice 03/17/2026 Training Reimbursement Per Diem 46.00 0.00 0176 Association of Bay Area Governments 03/19/2026 66202 Regular 0.00 1,895.07 AR041231 Invoice 03/16/2026 Hacienda Pooled Power Customer No: T00… 1,895.07 0.00 0180 AT&T 03/19/2026 66203 Regular 0.00 31.91
000024903280 Invoice 03/16/2026 Sprinkler Alm Town Hall 329 Rheem BAN … 31.91 0.00 0190 Avenu MuniServices, LLC 03/19/2026 66204 Regular 0.00 804.99 INV06-022652 Invoice 03/16/2026 Clearview/STARS Service for 2025 Q3 804.99 0.00 0208 Barry Miller 03/19/2026 66205 Regular 0.00 2,325.00 #28 Invoice 03/16/2026 20-501 Prof Svcs: 2026.02 2,325.00 0.00 2276 Belkorp Ag LLC 03/19/2026 66206 Regular 0.00 38,853.01 1492976 Invoice 03/16/2026 Ventrac 4520-P Mower and Tough Cut Att… 38,853.01 0.00 2277 Bess Testlab Inc 03/19/2026 66207 Regular 0.00 6,329.00 52737 Invoice 03/17/2026 26-401 Storm Drain CCTV Inspection Svcs 6,329.00 0.00 0252 BKF Engineers 03/19/2026 66208 Regular 0.00 3,010.00 26030489 Invoice 03/17/2026 22-202 Prof Svcs: 2026.01.26-02.22 3,010.00 0.00 0289 BRITE NITES, INC 03/19/2026 66209 Regular 0.00 6,106.84 INV32034 Invoice 03/16/2026 Holiday Tree Lighting 6,106.84 0.00 0305 Burke, Williams & Sorensen 03/19/2026 66210 Regular 0.00 546.00 361996 Invoice 03/17/2026 Legal Fees: 05655-0136 2025.12 546.00 0.00 0486 CopWare, Inc. 03/19/2026 66211 Regular 0.00 460.00 87457 Invoice 03/17/2026 CA Peace Officers Legal Sourcebook Annua… 0.00 460.00 0561 David C. Dunn Company, Inc. 03/19/2026 66212 Regular 0.00 2,360.00 783- Culvert Mai… Invoice 03/17/2026 23-201 Prof Svcs: 2026.02.23 2,360.00 0.00 0601 Department of Justice 03/19/2026 66213 Regular 0.00 308.00 030083 Invoice 03/17/2026 LiveScan: 2026.02 308.00 0.00 0608 DFM Associates 03/19/2026 66214 Regular 0.00 76.83 2026 CA Elections Invoice 03/17/2026 Election Supplies 76.83 0.00 0666 East Bay Municipal Utility Dist. 03/19/2026 66215 Regular 0.00 53.70 11316400001 20… Invoice 03/16/2026 Water Svcs 390 Moraga Rd Acct #: 113164… 53.70 0.00 0666 East Bay Municipal Utility Dist. 03/19/2026 66216 Regular 0.00 200.25 13 Monthly Check Report Date Range: 03/01/2026 - 03/31/2026 4/2/2026 2:40:05 PM Page 4 of 11
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount 11316600001 20… Invoice 03/17/2026 Water Svcs Council 331 Rheem Acct: 1131… 200.25 0.00 0666 East Bay Municipal Utility Dist. 03/19/2026 66217 Regular 0.00 2,379.84 11448800001 20… Invoice 03/17/2026 Water Svcs 99 Devin Dr Acct: 11448800001 2,379.84 0.00 0666 East Bay Municipal Utility Dist. 03/19/2026 66218 Regular 0.00 766.86 53401400001 20… Invoice 03/17/2026 Water Svcs Town Hall 329 Rheem Acct: 53… 766.86 0.00 0666 East Bay Municipal Utility Dist. 03/19/2026 66219 Regular 0.00 169.81 11316700001 20… Invoice 03/17/2026 Water Svcs Town Hall 329 Rheem Acct: 11… 169.81 0.00 0671 East Bay Tree Service, Inc. 03/19/2026 66220 Regular 0.00 8,700.00 #598886 Invoice 03/16/2026 Fire Abatement - Rancho Laguna 8,700.00 0.00 0673 Ebne Mujadidi 03/19/2026 66221 Regular 0.00 114.12 12128 Invoice 03/17/2026 Vehicle Maint Oil Change 114.12 0.00 0747 Fabiola Hernandez 03/19/2026 66222 Regular 0.00 -159.00 0747 Fabiola Hernandez 03/19/2026 66222 Regular 0.00 159.00 INV0000184 Invoice 03/17/2026 Training Reimbursement 159.00 0.00 0786 G&K Petroleum, Inc. 03/19/2026 66223 Regular 0.00 2,704.03 1012907 Invoice 03/17/2026 Fuel Purchases: 2026.02.19-03.13 2,704.03 0.00 0798 General Plumbing Supply 03/19/2026 66224 Regular 0.00 632.07 S6617366.001 Invoice 03/17/2026 Maint Supplies 632.07 0.00 0800 Geo-Engineering Solutions, Inc 03/19/2026 66225 Regular 0.00 2,620.00 G2602-029 Invoice 03/12/2026 D26-003 Prof Svcs: 2026.02.12-03.09 2,620.00 0.00 0843 Granicus LLC 03/19/2026 66226 Regular 0.00 9,084.60 225639 Invoice 03/17/2026 Peak Agenda Management Annual Fee 9,084.60 0.00 0844 Granite Rock Company 03/19/2026 66227 Regular 0.00 2,579.13 2274924 Invoice 03/17/2026 Streets Supplies 2,579.13 0.00 0876 Health Care Dental Trust 03/19/2026 66228 Regular 0.00 3,590.36 INV0000166 Invoice 03/16/2026 Dental Insurance: 2026.04 3,590.36 0.00 0918 Impec Group Inc. 03/19/2026 66229 Regular 0.00 4,239.04 2602140 Invoice 03/16/2026 Facility Janitorial Svc 4,239.04 0.00 2278 Kosmont & Associates Inc 03/19/2026 66230 Regular 0.00 2,561.00 2601.4-001 Invoice 03/16/2026 Real Estate & Economic Advisory Svcs 2,561.00 0.00 1208 Kurt Eriksen 03/19/2026 66231 Regular 0.00 253.00
INV0000185 Invoice 03/17/2026 Training Reimbursement 23.00 0.00 INV0000189 Invoice 03/17/2026 Training Reimbursement Per Diem 230.00 0.00 1265 League of California Cities 03/19/2026 66232 Regular 0.00 250.00 5350 Invoice 03/18/2026 Membership Dues for East Bay Division (2… 250.00 0.00 1272 Legal Defense Fund of the PORAC 03/19/2026 66233 Regular 0.00 24.00 885920 Invoice 03/17/2026 Legal Defense Fund: 2026.03 24.00 0.00 1337 Lynn C. McAuliffe 03/19/2026 66234 Regular 0.00 150.00 #3152 Invoice 03/16/2026 Summer Concert Poster Design 150.00 0.00 2282 Mark Phigler 03/19/2026 66235 Regular 0.00 7,500.00 INV0000153 Invoice 03/12/2026 SD7- ADU Non-Restricted ADU Rebate 7,500.00 0.00 1501 MNG PARTNERSHIP HOLDINGS LLC 03/19/2026 66236 Regular 0.00 649.35 0001468226 Invoice 03/17/2026 Legal Advertising 649.35 0.00 2283 Monk & Associates Inc 03/19/2026 66237 Regular 0.00 16,534.70 2602003 Invoice 03/19/2026 23-201 Prof Svcs: 2026.01.01-02.20 16,534.70 0.00 14 Monthly Check Report Date Range: 03/01/2026 - 03/31/2026 4/2/2026 2:40:05 PM Page 5 of 11
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount 1536 Moraga Service Center 03/19/2026 66238 Regular 0.00 183.40 46454 Invoice 03/17/2026 Smog Check 183.40 0.00
1573 National Trench Safety, Inc 03/19/2026 66239 Regular 0.00 966.33 1236644 Invoice 03/17/2026 23-201 Trench Plate Rental 129.33 0.00 1237972 Invoice 03/17/2026 23-201 Trench Plate Rental 837.00 0.00 1720 Qualus Engineering CA, LLP 03/19/2026 66240 Regular 0.00 6,536.75 6200210 Invoice 03/19/2026 I17-008 Prof Svcs: 2025.10.20-12.31 968.00 0.00 6200215 Invoice 03/17/2026 23-108 Prof Svcs: 2025.11-2025.12 5,568.75 0.00 1788 RJ Thomas Manufacturing Co., Inc. 03/19/2026 66241 Regular 0.00 1,976.87 278176 Invoice 03/16/2026 Grill Replacement - Rancho Laguna 1,976.87 0.00 1841 Russell Douthit 03/19/2026 66242 Regular 0.00 23.00 INV0000181 Invoice 03/17/2026 Training Per Diem 23.00 0.00 1868 SANDIS Civil Engineers Surveyors Planners 03/19/2026 66243 Regular 0.00 22,676.40 2601322 Invoice 03/19/2026 25-202 Prof Svcs through 2026.01 22,676.40 0.00 1950 SNG & Associates, Inc 03/19/2026 66244 Regular 0.00 633.50 2026-0115 Invoice 03/19/2026 On-Call LD Svcs 633.50 0.00 1975 Stanislaus County Sheriff's Department 03/19/2026 66245 Regular 0.00 3,292.00 5580 Invoice 03/17/2026 STOP Training - Likos, Erickson 1,092.00 0.00 5826 Invoice 03/17/2026 STOP Training - Pacheco, Odell 2,200.00 0.00 2270 Stars Holding CO LLC 03/19/2026 66246 Regular 0.00 1,923.70 INV0000188 Invoice 03/17/2026 Fuel Purchases: 2026.02.05-03.04 1,923.70 0.00 2101 Timothy J. Rochford 03/19/2026 66247 Regular 0.00 1,400.00 INV0000183 Invoice 03/17/2026 Veh Maint 1,400.00 0.00
2045 T-Mobile 03/19/2026 66248 Regular 0.00 40.90
973577418 2026.…Invoice 03/17/2026 Cell Phones: PD 40.90 0.00 2045 T-Mobile 03/19/2026 66249 Regular 0.00 693.25
201625790 2026.…Invoice 03/17/2026 Monthly Cell Phone 693.25 0.00 2121 Traffic Logix Corporation 03/19/2026 66250 Regular 0.00 859.00 SIN35145 Invoice 03/17/2026 Radar 859.00 0.00
2123 TransUnion Risk & Alternative Data Solutions, In 03/19/2026 66251 Regular 0.00 100.00 811153-202602-1 Invoice 03/17/2026 Police Search Engine Acct: 811153 100.00 0.00 2131 Tyler Technologies, Inc 03/19/2026 66252 Regular 0.00 42,340.00 025-542720 Invoice 03/16/2026 Tyler ERP Pro Cloud Annual Fee 34,655.00 0.00 025-545596 Invoice 03/16/2026 Tyler ERP Pro Cloud Implementation 5,365.00 0.00 025-546246 Invoice 03/16/2026 Tyler ERP Pro Cloud Implementation 2,320.00 0.00 2171 W. W. Grainger, Inc. 03/19/2026 66253 Regular 0.00 288.73 9828675901 Invoice 03/17/2026 Streets Supplies 288.73 0.00 2281 Winner Chevrolet INC. 03/19/2026 66254 Regular 0.00 62,705.63 0013301 Invoice 03/19/2026 PD Veh. Replacement 2025 Chevy 1500 VI… 62,705.63 0.00 2217 Yaron Shoshan 03/19/2026 66255 Regular 0.00 1,000.00 INV0000187 Invoice 03/17/2026 Landscape Maint: 2026.03 1,000.00 0.00 2234 Zasio Enterprises, Inc 03/19/2026 66256 Regular 0.00 2,285.00 20101155 Invoice 03/17/2026 Filing Storage Software 2,285.00 0.00 2232 Z-sportz, Inc. 03/19/2026 66257 Regular 0.00 4,326.00 849029 Invoice 03/16/2026 Winter 2025 Skyhawks Programs 4,326.00 0.00 0335 California State Disbursement Unit 03/27/2026 66258 Regular 0.00 410.76 15 Monthly Check Report Date Range: 03/01/2026 - 03/31/2026 4/2/2026 2:40:05 PM Page 6 of 11
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount INV0000264 Invoice 03/27/2026 Child Support Payable 410.76 0.00 2126 Tripepi, Smith & Associates, Inc. 03/02/2026 DFT0000133 Bank Draft 0.00 510.00 16622 Invoice 03/02/2026 Website Hosting Svcs 510.00 0.00 2246 ODP Business Solutions LLC 03/02/2026 DFT0000134 Bank Draft 0.00 44.06 455445830001 Invoice 03/02/2026 Office Supplies 44.06 0.00 2246 ODP Business Solutions LLC 03/02/2026 DFT0000135 Bank Draft 0.00 21.72 455447300001 Invoice 03/02/2026 Office Supplies 21.72 0.00 2105 TK Elevator Corp. 03/03/2026 DFT0000137 Bank Draft 0.00 940.61 3009342470 Invoice 03/03/2026 Quarterly Elevator Maint 940.61 0.00 1632 Pacific Gas & Electric 03/04/2026 DFT0000138 Bank Draft 0.00 15,125.56 0190988489-0 2… Invoice 03/04/2026 Electricity: Bundled Street 15,125.56 0.00 2246 ODP Business Solutions LLC 03/04/2026 DFT0000139 Bank Draft 0.00 10.79 457190802002 Invoice 03/03/2026 Office Supplies 10.79 0.00 2133 U.S. Bank Equipment Finance 03/02/2026 DFT0000140 Bank Draft 0.00 244.54 576742746 Invoice 03/04/2026 Copier Lease PD Contract: 500-0670316 244.54 0.00 0200 Balco Holdings, Inc. 03/04/2026 DFT0000141 Bank Draft 0.00 180.81 22818296 Invoice 03/04/2026 Sec Alm Mon Svc: Town Offices 329 Rheem 180.81 0.00 0200 Balco Holdings, Inc. 03/04/2026 DFT0000142 Bank Draft 0.00 105.50 22814982 Invoice 03/04/2026 Sec. Alm Monit. Svcs: Council Chambers 3… 105.50 0.00 0200 Balco Holdings, Inc. 03/04/2026 DFT0000143 Bank Draft 0.00 289.48 22833332 Invoice 03/04/2026 Mon Fee Fire Council Chambers 335 Rheem 289.48 0.00 0579 De Lage Landen Financial Services, Inc. 03/04/2026 DFT0000145 Bank Draft 0.00 371.80 596044940 Invoice 03/04/2026 Copier Lease: PL 371.80 0.00 2266 Comcast Holdings Corporation 03/04/2026 DFT0000146 Bank Draft 0.00 386.10 INV0000142 Invoice 03/04/2026 Internet/Phone: Council Chambers 335 Rh… 386.10 0.00 2266 Comcast Holdings Corporation 03/04/2026 DFT0000148 Bank Draft 0.00 137.58 INV0000144 Invoice 03/04/2026 Internet Svcs: Electronic Street Sign 137.58 0.00 0579 De Lage Landen Financial Services, Inc. 03/04/2026 DFT0000149 Bank Draft 0.00 137.01 596045037 Invoice 03/04/2026 Copier Lease: PW 137.01 0.00 2247 Flex Technology Group LLC 03/04/2026 DFT0000150 Bank Draft 0.00 168.07 4586092-CAL Invoice 03/04/2026 Copy Chrg: PW Contract CN31791-01 168.07 0.00 2247 Flex Technology Group LLC 03/04/2026 DFT0000151 Bank Draft 0.00 337.72 4587175-CAL Invoice 03/04/2026 Copy Charges: Town Hall 329 Rheem Cont.… 0.00 337.72 2247 Flex Technology Group LLC 03/04/2026 DFT0000152 Bank Draft 0.00 93.53 4588168-CAL Invoice 03/04/2026 Copy Chrgs: Planning Contract CN31120-01 93.53 0.00 2247 Flex Technology Group LLC 03/04/2026 DFT0000153 Bank Draft 0.00 136.28 4587174-CAL Invoice 03/04/2026 Copy Chrgs: P&R Contract CN31119-01 136.28 0.00 2132 U.S. Bank Corporate Payment Systems 03/04/2026 DFT0000154 Bank Draft 0.00 97.56 2025.12 SM Invoice 03/04/2026 CalCard 2025.12 SM 97.56 0.00 0200 Balco Holdings, Inc. 03/04/2026 DFT0000155 Bank Draft 0.00 114.00 22822883 Invoice 03/04/2026 Mon. Fee Fire: Hacienda 2100 Donald 114.00 0.00 0200 Balco Holdings, Inc. 03/04/2026 DFT0000156 Bank Draft 0.00 385.55 22835543 Invoice 03/04/2026 Mon Fee Fire Library 1500 St Marys 385.55 0.00 2132 U.S. Bank Corporate Payment Systems 03/04/2026 DFT0000157 Bank Draft 0.00 -97.56 16 Monthly Check Report Date Range: 03/01/2026 - 03/31/2026 4/2/2026 2:40:05 PM Page 7 of 11
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount 2025.12 SM CM Credit Memo 03/04/2026 CalCard 2025.12 SM -97.56 0.00 1632 Pacific Gas & Electric 03/05/2026 DFT0000172 Bank Draft 0.00 157.60 INV0000151 Invoice 03/11/2026 Electricity: St/Sig 157.60 0.00 1632 Pacific Gas & Electric 03/05/2026 DFT0000173 Bank Draft 0.00 22.87 6905501381-2 2… Invoice 03/11/2026 Electricity: St/Sig 22.87 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000174 Bank Draft 0.00 198.20 6440793656-2 2… Invoice 03/16/2026 Electricity: Streets/Signals 198.20 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000175 Bank Draft 0.00 207.21 7234145569-8 2… Invoice 03/16/2026 Electricity: Hacienda LaSala 2100 Donald 207.21 0.00 1765 Republic Services, Inc. 03/16/2026 DFT0000176 Bank Draft 0.00 66.90 0210-014578113 Invoice 03/16/2026 Waste Overage 66.90 0.00 1947 Small Business Benefit Plan Trust 03/12/2026 DFT0000177 Bank Draft 0.00 698.20 INV0000159 Invoice 03/16/2026 Vision Insurance: 2026.04 698.20 0.00 0306 Business Card 03/09/2026 DFT0000178 Bank Draft 0.00 1,443.36 INV0000160 Invoice 03/16/2026 Credit Card Payment: 2026.02 1,443.36 0.00 0200 Balco Holdings, Inc. 03/16/2026 DFT0000179 Bank Draft 0.00 720.00 22853747 Invoice 03/16/2026 Elevator Svc Call 329 Rheem 720.00 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000180 Bank Draft 0.00 198.79 9622927397-2 2… Invoice 03/16/2026 Electricity: Parks 198.79 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000182 Bank Draft 0.00 5,441.34 6504888173-7 2… Invoice 03/16/2026 Electricity: Town Hall 329 Rheem 5,441.34 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000183 Bank Draft 0.00 108.69 8650812145-5 2… Invoice 03/16/2026 Electricity: Hacienda Casita 2100 Donald 108.69 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000185 Bank Draft 0.00 859.60 8367275694-3 2… Invoice 03/16/2026 Electricity: Council Chambers 335 Rheem 859.60 0.00 2141 Unum Life Insurance Co. 03/12/2026 DFT0000186 Bank Draft 0.00 3,932.41 INV0000165 Invoice 03/16/2026 Disability Insurance: 2026.04 3,932.41 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000187 Bank Draft 0.00 2,133.93 1463449238-4 2… Invoice 03/16/2026 Electricity 2,133.93 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000188 Bank Draft 0.00 140.90 5255041609-4 2… Invoice 03/16/2026 Electricity Hacienda Pavilion 2100 Donald 140.90 0.00 0319 California Choice Benefit Administrators 03/11/2026 DFT0000189 Bank Draft 0.00 52,990.31 5068563 Invoice 03/16/2026 Medical Insurance: 2026.04 52,990.31 0.00 2266 Comcast Holdings Corporation 03/16/2026 DFT0000190 Bank Draft 0.00 632.36 8155 40 005 019… Invoice 03/16/2026 Internet Svcs: Town Hall 329 Rheem 632.36 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000191 Bank Draft 0.00 2,276.76 8749324693-5 2… Invoice 03/11/2026 Electricity: Hacienda 2100 Donald 2,276.76 0.00 1632 Pacific Gas & Electric 03/16/2026 DFT0000192 Bank Draft 0.00 3,068.24 0751460593-5 2… Invoice 03/16/2026 Electric Library 1500 St Marys 3,068.24 0.00 2246 ODP Business Solutions LLC 03/17/2026 DFT0000193 Bank Draft 0.00 113.56 460361529001 Invoice 03/17/2026 Office Supplies 113.56 0.00 2246 ODP Business Solutions LLC 03/17/2026 DFT0000194 Bank Draft 0.00 89.46 460361671001 Invoice 03/17/2026 Office Supplies 89.46 0.00 2246 ODP Business Solutions LLC 03/17/2026 DFT0000195 Bank Draft 0.00 60.31 17 Monthly Check Report Date Range: 03/01/2026 - 03/31/2026 4/2/2026 2:40:05 PM Page 8 of 11
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount 461889612001 Invoice 03/17/2026 Office Supplies 60.31 0.00 0338 CalPERS 03/13/2026 DFT0000196 Bank Draft 0.00 16.74 INV0000196 Invoice 03/13/2026 Misc PEPRA PERS Survivor Benefits Emplo… 16.74 0.00 2242 Mission Square Retirement Trust 457 03/13/2026 DFT0000197 Bank Draft 0.00 846.94 INV0000197 Invoice 03/13/2026 401A Employer Contribution 846.94 0.00 2242 Mission Square Retirement Trust 457 03/13/2026 DFT0000198 Bank Draft 0.00 3,112.17 INV0000198 Invoice 03/13/2026 401A Employee Contribution 3,112.17 0.00 2242 Mission Square Retirement Trust 457 03/13/2026 DFT0000199 Bank Draft 0.00 1,628.46 INV0000199 Invoice 03/13/2026 Employee 457 Contribution 1,628.46 0.00 0210 BASIC Benefits LLC 03/13/2026 DFT0000200 Bank Draft 0.00 865.38 INV0000200 Invoice 03/13/2026 DCAP Employee Contribution 865.38 0.00 2242 Mission Square Retirement Trust 457 03/13/2026 DFT0000201 Bank Draft 0.00 11,456.21 INV0000201 Invoice 03/13/2026 457 Employee Contribution 11,456.21 0.00 0210 BASIC Benefits LLC 03/13/2026 DFT0000202 Bank Draft 0.00 967.25 INV0000202 Invoice 03/13/2026 FSA Employee Contribution 967.25 0.00 0338 CalPERS 03/13/2026 DFT0000203 Bank Draft 0.00 4,784.64 INV0000203 Invoice 03/13/2026 Misc Classic Employee Contribution 4,784.64 0.00 0338 CalPERS 03/13/2026 DFT0000204 Bank Draft 0.00 3,453.63 INV0000204 Invoice 03/13/2026 Misc Classic Employer Contribution 3,453.63 0.00 0338 CalPERS 03/13/2026 DFT0000205 Bank Draft 0.00 7.44 INV0000205 Invoice 03/13/2026 Misc Classic PERS Survivor Benefits Emplo… 7.44 0.00 0338 CalPERS 03/13/2026 DFT0000206 Bank Draft 0.00 86.62 INV0000206 Invoice 03/13/2026 Misc Classic PERS Service Credit 86.62 0.00 0338 CalPERS 03/13/2026 DFT0000207 Bank Draft 0.00 6,843.78 INV0000207 Invoice 03/13/2026 Misc PEPRA Employee Contribution 6,843.78 0.00 0338 CalPERS 03/13/2026 DFT0000208 Bank Draft 0.00 7,029.21 INV0000208 Invoice 03/13/2026 Misc PEPRA Employer Contribution 7,029.21 0.00 0338 CalPERS 03/13/2026 DFT0000209 Bank Draft 0.00 110.60 INV0000209 Invoice 03/13/2026 Misc PEPRA PERS Service Credit 110.60 0.00 2243 Moraga Police Managers Association 03/13/2026 DFT0000210 Bank Draft 0.00 70.00 INV0000210 Invoice 03/13/2026 MPMA Dues 70.00 0.00
1531 Moraga Police Officers Assn 03/13/2026 DFT0000211 Bank Draft 0.00 350.00 INV0000211 Invoice 03/13/2026 MPOA Dues 350.00 0.00
2242 Mission Square Retirement Trust 457 03/13/2026 DFT0000212 Bank Draft 0.00 200.00 INV0000212 Invoice 03/13/2026 ROTH IRA Employee Contribution 200.00 0.00 2242 Mission Square Retirement Trust 457 03/13/2026 DFT0000213 Bank Draft 0.00 2,838.30 INV0000213 Invoice 03/13/2026 ROTH 457 Employee Contribution 2,838.30 0.00 0338 CalPERS 03/13/2026 DFT0000214 Bank Draft 0.00 6,186.60 INV0000214 Invoice 03/13/2026 Safety Classic Employee Contribution 6,186.60 0.00 0338 CalPERS 03/13/2026 DFT0000215 Bank Draft 0.00 7,685.67 INV0000215 Invoice 03/13/2026 Safety Classic Employer Contribution 7,685.67 0.00 0338 CalPERS 03/13/2026 DFT0000216 Bank Draft 0.00 6.51 INV0000216 Invoice 03/13/2026 Safety Classic PERS Survivor Benefits Empl… 6.51 0.00 0338 CalPERS 03/13/2026 DFT0000217 Bank Draft 0.00 4,565.67 18 Monthly Check Report Date Range: 03/01/2026 - 03/31/2026 4/2/2026 2:40:05 PM Page 9 of 11
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount INV0000217 Invoice 03/13/2026 Safety PEPRA Employee Contribution 4,565.67 0.00 0338 CalPERS 03/13/2026 DFT0000218 Bank Draft 0.00 4,645.36 INV0000218 Invoice 03/13/2026 Safety PEPRA Employer Contribution 4,645.36 0.00 0338 CalPERS 03/13/2026 DFT0000219 Bank Draft 0.00 4.65 INV0000219 Invoice 03/13/2026 Safety PEPRA PERS Survivor Benefits Empl… 4.65 0.00 2241 IRS 03/13/2026 DFT0000220 Bank Draft 0.00 6,666.86 INV0000221 Invoice 03/13/2026 Medicare taxes 6,666.86 0.00 2241 IRS 03/13/2026 DFT0000221 Bank Draft 0.00 28,557.83 INV0000222 Invoice 03/13/2026 Federal taxes withheld 28,557.83 0.00 2241 IRS 03/13/2026 DFT0000222 Bank Draft 0.00 350.10
INV0000223 Invoice 03/13/2026 Social Security tax 350.10 0.00 2240 Employment Development Department 03/13/2026 DFT0000223 Bank Draft 0.00 11,578.95 INV0000225 Invoice 03/19/2026 Payroll Taxes: PPE 3/07/2026 11,578.95 0.00 2157 Verizon Wireless 03/19/2026 DFT0000224 Bank Draft 0.00 114.75 6137413402 Invoice 03/17/2026 PD/Code Enforcement Cell Phones 47124… 114.75 0.00 2157 Verizon Wireless 03/19/2026 DFT0000225 Bank Draft 0.00 240.06 6137413403 Invoice 03/17/2026 PD Data Cards Acct: 471243537-00005 240.06 0.00 0338 CalPERS 03/27/2026 DFT0000227 Bank Draft 0.00 17.67 INV0000240 Invoice 03/27/2026 Misc PEPRA PERS Survivor Benefits Emplo… 17.67 0.00 2242 Mission Square Retirement Trust 457 03/27/2026 DFT0000228 Bank Draft 0.00 846.94 INV0000241 Invoice 03/27/2026 401A Employer Contribution 846.94 0.00 2242 Mission Square Retirement Trust 457 03/27/2026 DFT0000229 Bank Draft 0.00 3,112.17 INV0000242 Invoice 03/27/2026 401A Employee Contribution 3,112.17 0.00 2242 Mission Square Retirement Trust 457 03/27/2026 DFT0000230 Bank Draft 0.00 1,648.03 INV0000243 Invoice 03/27/2026 Employee 457 Contribution 1,648.03 0.00 0210 BASIC Benefits LLC 03/27/2026 DFT0000231 Bank Draft 0.00 865.38 INV0000244 Invoice 03/27/2026 DCAP Employee Contribution 865.38 0.00 2242 Mission Square Retirement Trust 457 03/27/2026 DFT0000232 Bank Draft 0.00 12,606.21 INV0000245 Invoice 03/27/2026 457 Employee Contribution 12,606.21 0.00 0210 BASIC Benefits LLC 03/27/2026 DFT0000233 Bank Draft 0.00 967.25 INV0000246 Invoice 03/27/2026 FSA Employee Contribution 967.25 0.00 0338 CalPERS 03/27/2026 DFT0000234 Bank Draft 0.00 4,784.64 INV0000247 Invoice 03/27/2026 Misc Classic Employee Contribution 4,784.64 0.00 0338 CalPERS 03/27/2026 DFT0000235 Bank Draft 0.00 3,453.63 INV0000248 Invoice 03/27/2026 Misc Classic Employer Contribution 3,453.63 0.00 0338 CalPERS 03/27/2026 DFT0000236 Bank Draft 0.00 7.44 INV0000249 Invoice 03/27/2026 Misc Classic PERS Survivor Benefits Emplo… 7.44 0.00 0338 CalPERS 03/27/2026 DFT0000237 Bank Draft 0.00 86.62 INV0000250 Invoice 03/27/2026 Misc Classic PERS Service Credit 86.62 0.00 0338 CalPERS 03/27/2026 DFT0000238 Bank Draft 0.00 7,148.58 INV0000251 Invoice 03/27/2026 Misc PEPRA Employee Contribution 7,148.58 0.00 0338 CalPERS 03/27/2026 DFT0000239 Bank Draft 0.00 7,342.26 INV0000252 Invoice 03/27/2026 Misc PEPRA Employer Contribution 7,342.26 0.00 0338 CalPERS 03/27/2026 DFT0000240 Bank Draft 0.00 110.60 19 Monthly Check Report Date Range: 03/01/2026 - 03/31/2026 4/2/2026 2:40:05 PM Page 10 of 11
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Payable # Post Date Payable Description Payable Amount Payable Type Discount Amount INV0000253 Invoice 03/27/2026 Misc PEPRA PERS Service Credit 110.60 0.00 2243 Moraga Police Managers Association 03/27/2026 DFT0000241 Bank Draft 0.00 70.00 INV0000254 Invoice 03/27/2026 MPMA Dues 70.00 0.00
1531 Moraga Police Officers Assn 03/27/2026 DFT0000242 Bank Draft 0.00 350.00 INV0000255 Invoice 03/27/2026 MPOA Dues 350.00 0.00
2242 Mission Square Retirement Trust 457 03/27/2026 DFT0000243 Bank Draft 0.00 200.00 INV0000256 Invoice 03/27/2026 ROTH IRA Employee Contribution 200.00 0.00 2242 Mission Square Retirement Trust 457 03/27/2026 DFT0000244 Bank Draft 0.00 2,838.30 INV0000257 Invoice 03/27/2026 ROTH 457 Employee Contribution 2,838.30 0.00 0338 CalPERS 03/27/2026 DFT0000245 Bank Draft 0.00 6,166.06 INV0000258 Invoice 03/27/2026 Safety Classic Employee Contribution 6,166.06 0.00 0338 CalPERS 03/27/2026 DFT0000246 Bank Draft 0.00 7,660.16 INV0000259 Invoice 03/27/2026 Safety Classic Employer Contribution 7,660.16 0.00 0338 CalPERS 03/27/2026 DFT0000247 Bank Draft 0.00 6.51 INV0000260 Invoice 03/27/2026 Safety Classic PERS Survivor Benefits Empl… 6.51 0.00 0338 CalPERS 03/27/2026 DFT0000248 Bank Draft 0.00 4,561.45 INV0000261 Invoice 03/27/2026 Safety PEPRA Employee Contribution 4,561.45 0.00 0338 CalPERS 03/27/2026 DFT0000249 Bank Draft 0.00 4,641.08 INV0000262 Invoice 03/27/2026 Safety PEPRA Employer Contribution 4,641.08 0.00 0338 CalPERS 03/27/2026 DFT0000250 Bank Draft 0.00 4.65 INV0000263 Invoice 03/27/2026 Safety PEPRA PERS Survivor Benefits Empl… 4.65 0.00 2241 IRS 03/27/2026 DFT0000251 Bank Draft 0.00 6,943.83 INV0000265 Invoice 03/27/2026 Medicare taxes 6,943.83 0.00 2241 IRS 03/27/2026 DFT0000252 Bank Draft 0.00 30,584.22 INV0000266 Invoice 03/27/2026 Federal taxes withheld 30,584.22 0.00 2240 Employment Development Department 03/27/2026 DFT0000253 Bank Draft 0.00 12,182.89 INV0000267 Invoice 03/27/2026 State Tax Payable 12,182.89 0.00 2241 IRS 03/27/2026 DFT0000254 Bank Draft 0.00 328.11
INV0000268 Invoice 03/27/2026 Social Security tax 328.11 0.00 2241 IRS 03/27/2026 DFT0000256 Bank Draft 0.00 -0.04
CM0000005 Credit Memo 03/27/2026 Medicare taxes -0.04 0.00 2132 U.S. Bank Corporate Payment Systems 03/16/2026 DFT0000273 Bank Draft 0.00 14,073.81 2026.03 Invoice 03/30/2026 Credit Card Payment: 2026.03 14,073.81 0.00 Regular Checks
Manual Checks
Voided Checks
Discount
Payment
Payment Type Count
Bank Code AP Bank Summary
Bank Drafts
EFT's
103
0 1
104
0 0.00

0.00 0.00

0.00 0.00
208 0.00
Payment
339,333.86

0.00 -159.00
344,180.54

0.00 683,355.40
Payable
Count
119
0 0
104
0 223
20 CONSENT CALENDAR: 6.2
To: Honorable Mayor and Councilmembers
From: Amy Heavener, Town Clerk
Subject: Approval of Meeting Minutes for the March 25, 2026 Special, Closed Session meeting, March 25, 2026 Regular meeting and March 25, 2026 Joint meeting of the Moraga Town Council and the Parks & Recreation Commission
Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Approval of Meeting Minutes for the March 25, 2026 Special, Closed Session meeting, March 25, 2026 Regular meeting and March 25, 2026 Joint meeting of the Moraga Town Council and the Parks & Recreation Commission.

ATTACHMENTS
Attachment A - DRAFT - MAR 25 2026 - TC Closed Session Meeting Minutes - SPC.docx Attachment B - DRAFT - MAR 25 2026 - TC Meeting Minutes - REG Attachment C - DRAFT - MAR 25 2026 - Joint TC and Parks and Recreation Meeting Minutes - SPC
21 Attachment A
__________________________________________________________________________________ Town Council, Special Meeting 1 March 25, 2026

TOWN OF MORAGA

TOWN COUNCIL
SPECIAL MEETING – CLOSED SESSION
WEDNESDAY, MARCH 25, 2026

MINUTES
3:30 PM
The following are minutes of the actions taken by the Town of Moraga Town Council.

TOWN HALL - 329 RHEEM BLVD

PEAR CONFERENCE ROOM

MORAGA, CA

1. CALL TO ORDER
The special meeting was called to order at 3:34 PM by Mayor, Kerry Hillis.

ROLL CALL
Councilmembers Present: Mayor Kerry Hillis, Vice Mayor Brian Dolan Councilmembers Steve Woehleke, Lisa Maglio,
Graham Thiel
Councilmembers Absent: None.

Staff Present: Town Attorney, Michelle Marchetta Kenyon Town Manager, Scott Mitnick

2. PUBLIC COMMUNICATION
There were no public comments.

3. SPECIAL MEETING – CLOSED SESSION

PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Government Code Section 54957
Title: Town Manager
ACTION:

There were no reportable actions.

4. ADJOURNMENT
Mayor Hillis adjourned the Town Council Special Closed Session Meeting at 5:25 PM. 22 Attachment A
__________________________________________________________________________________ Town Council, Special Meeting 2 March 25, 2026
Respectfully submitted by:
__________________________________
Amy Heavener, CMC
Town Clerk
Approved by the Town Council:
__________________________
Kerry Hillis, Mayor
23 Attachment B
___________________________________________________________________________________ Town Council, Regular Meeting 1 March 25, 2026

TOWN OF MORAGA

REGULAR MEETING

TOWN COUNCIL
WEDNESDAY, MARCH 25, 2026

MINUTES
5:30 PM
The following are minutes of the actions taken by the Town of Moraga Town Council. A full video recording of the meeting is available on the Town's website at:
https://livestream.com/moraga

TOWN COUNCIL CHAMBER
335 RHEEM BOULEVARD

MORAGA, CA

1. CALL TO ORDER
The regular meeting was called to order at 5:32 PM by Mayor, Kerry Hillis.

ROLL CALL
Councilmembers Present: Mayor Kerry Hillis, Vice Mayor Brian Dolan Councilmembers Steve Woehleke, Lisa Maglio, Graham Thiel Councilmembers Absent: None
Staff Present: Town Manager, Scott Mitnick; Asst Town Attorney, Denise Bazzano; Administrative Services Director, Katie Bruner; Parks & Recreation Director, Mackenzie Brady, Police Chief, Jon King

2. PLEDGE OF ALLEGIANCE

3. PRESENTATIONS

3.1 - In memoriam of former Mayor and Councilmember Al Dessayer Mike McCluer, Kaylee Deland and Kathryn Whittacker, Dave Trotter and Teresa Onoda provided public comments.

Town Council provided their comments.

3.2 - Proclamation - Women's History Month - March 2026 Town Council read the Proclamation aloud.
24 Attachment B
___________________________________________________________________________________ Town Council, Regular Meeting 2 March 25, 2026

4. PUBLIC COMMUNICATION
There were no public comments.

5. ADOPTION OF MEETING AGENDA
ACTION:

Motion: Woehleke / Second: Thiel
The meeting agenda was adopted as presented.

Vote: (5-0)
There were no public comments.

6. CONSENT CALENDAR
ACTION:

Motion: Dolan / Second: Maglio
Approve the 6.1, 6.3 – 6.5 on the Consent Calendar.

Vote: (5-0)
There were no public comments.

Councilmember Woehleke pulled 6.2 for discussion and comment.

Teresa Onoda provided public comment on Consent Calendar item 6.2.

ACTION:

Motion: Woehleke / Second: Thiel
Consent Calendar item 6.2 was approved as presented.

Vote: (5-0)

6.1 - Approve the Meeting Minutes for the March 5, 2026 Special, Closed Session and March 11, 2026 Regular meetings of the Moraga Town Council.

6.2 - Adopt a Resolution:

1. Accepting the donation of $20,000 ($10,000 from Sue Olsen and $10,000 from the Moraga Park Foundation) for commission of a sculpture to be placed at the Moraga Commons Park; and

2. Accepting the placement of the commissioned sculpture , created by artist Pierre Riche, for placement at the Moraga Commons; and

3. Authorizing the Town Manager, or their designee, to execute applicable Agreements associated with the commission and placement in a form approved by the Town Attorney.

6.3 - Adopt a Resolution continuing the rate for Fiscal Year 2026-27 of $35 per Equivalent 25 Attachment B
___________________________________________________________________________________ Town Council, Regular Meeting 3 March 25, 2026
Runoff Unit as the annual assessment for drainage maintenance and the NPDES program.

6.4 - Adopt a Resolution:

1. Approving the Highway Safety Improvement Project Cycles 10 & 11 for Capital Improvement Projects 21-410, 23-415, 23-416, 24-407 as completed by E.E.

Gilbert, Inc. (Martinez, CA); and

2. Authorizing the Town Manager to execute the Certificate of Completion; and

3. Authorizing the Town Engineer to file the Resolution of Acceptance and Certificate of Completion with the Contra Costa County Recorder.

6.5 - Adopt a resolution to accept the 2025 Annual General Plan and Housing Element Progress Reports and authorize staff to submit the reports to the Governor’s Office of Land Use and Climate Innovation, and the State Department of Housing and Community Development.

7. ANNOUNCEMENTS AND REPORTS ON ACTIVITIES
Councilmember Woehleke: attended the SMC baseball game on Friday, March 20, 2026, where the field was lit for the first time with the new lights and the Town Manager threw out the first pitch.

Councilmember Maglio: attended the Lamorinda School Bus Transportation Authority were several business items were discussed.

Councilmember Thiel: attended the March 20, 2026 SMC baseball game.

Vice Mayor Dolan: attended the 1st MOFD/Moraga Town Council “2x2” meeting of the Fire Committee. Vice Mayor Dolan reported that the State preparation of the requirements for zone zero has been postponed indefinitely.

Mayor Hillis: reported that he attended the Moraga Education Foundation (MEF) Gala at the Clairemont. The Mayor utilized the remainder of his report to give a personal statement regarding the 205th anniversary of the Greek Revolution.

8. PUBLIC HEARING
None.

9. DEPARTMENT REPORTS
None.

10. COUNCILMEMBER REQUESTS FOR FUTURE AGENDA ITEMS
None.
26 Attachment B
___________________________________________________________________________________ Town Council, Regular Meeting 4 March 25, 2026

11. INFORMATIONAL ITEMS
None.

12. TOWN MANAGER FOLLOW-UP AND ANNOUNCEMENTS
Town Manager Mitnick provided an update on future agenda items.

13. ADJOURNMENT
Mayor Hillis adjourned the Town Council Regular meeting to the Joint Town Council and Parks & Recreation Special meeting at 6:11 PM.

Respectfully submitted by:
__________________________________
Amy Heavener, CMC
Town Clerk
Approved by the Town Council:
__________________________
Kerry Hillis, Mayor
27 Attachment C
__________________________________________________________________________________ Town Council, Special Meeting 1 March 25, 2026

TOWN OF MORAGA

JOINT TOWN COUNCIL AND PARKS &

RECREATION COMMISSION

SPECIAL MEETING
WEDNESDAY, MARCH 25, 2026

MINUTES
Immediately Following the March 25, 2026
Regular Meeting of the Moraga Town Council
The following are minutes of the actions taken by the Town of Moraga Town Council and Parks and Recreation Commission at the Joint Special Meeting.

TOWN COUNCIL CHAMBER
335 RHEEM BOULEVARD

MORAGA, CA

1. CALL TO ORDER
The special meeting was called to order at 6:20 PM by Mayor, Kerry Hillis following a short break to reset the chamber.

ROLL CALL
Councilmembers Present: Mayor Kerry Hillis, Vice Mayor Brian Dolan Councilmembers Steve Woehleke, Lisa Maglio,
Graham Thiel
Councilmembers Absent: None
Commissioners Present: Chair Graig Crossley, Vice Chair Rob Pierson Commissioners Gian Panetta, Scott Parker, Julie Sanders, Steve Smith
Commissioners Absent: Michele Barar
Staff Present: Town Manager, Scott Mitnick, Assistant Town Attorney, Denise Bazzano, Parks & Recreation Director, Mackenzie
Brady, Administrative Services Director, Katie Bruner

2. PUBLIC COMMUNICATION
Dave Trotter, Larry Becker and Will Carman provided public comments.

3. SPECIAL MEETING – CLOSED SESSION
Hold a joint study session in order to provide input on the Parks, Recreation, and Open Space (PROS) Master Plan Needs Assessment and next steps. 28 Attachment C
__________________________________________________________________________________ Town Council, Special Meeting 2 March 25, 2026
Parks & Recreation Director, Mackenzie Brady introduced the first part of the item. Consultants Peter Winch and Madison Merrill from WRT presented part one of the item pertaining to outdoor recreation.

Councilmembers and Commissioners provided their comments on part one of the presentation.

Will Carman and Scott Bowhay provided public comments.

Mayor Hillis called for a 5 minute recess at 7:50 PM.

Mayor Hillis reconvened the meeting at 7:57 PM.

Mayor Hillis recused himself from the second part of the presentation due to his residence location in proximity to the Hacienda.

Consultants Peter Winch and Madison Merrill from WRT presented part two of the item pertaining to indoor recreation.

Councilmembers and Commissioners provided their comments on part two of the presentation.

Town Manager, Mitnick provided additional comments.

ACTION:

Meeting was a study session, there was no action necessary.

4. ADJOURNMENT
Mayor Hillis adjourned the Special Joint session of the Moraga Town Council and the Parks & Recreation Commission at 8:51 PM.

Respectfully submitted by:
__________________________________
Amy Heavener, CMC
Town Clerk
Approved by the Town Council:
__________________________
Kerry Hillis, Mayor
29 CONSENT CALENDAR: 6.3
To: Honorable Mayor and Councilmembers
From: Katie Bruner, Administrative Services Director and Amy Heavener, Town Clerk
Subject: Technology Upgrades to Town Council Chamber and Pear Conference Room in Support of SB 707 (Remote Participation in Public Meetings) Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Adopt a Resolution:

1. Authorizing the Town Manager to execute an agreement with Silicon Connections, LLC to perform the installation of the technology upgrades to Town Council Chamber and Pear Conference Room, for a total amount not to exceed $89,093;

2. Approving a contingency amount of $5,907, for a total amount not to exceed $95,000 to comply with SB 707;

3. Authorizing the Administrative Services Director to execute any amendments within the contingency, as necessary; and

4. Appropriating $95,000 in PEG funds.

BACKGROUND
On October 3, 2025, Governor Gavin Newsom signed California Senate Bill 707 (Durazo) into law, enacting a significant overhaul of open meeting requirements for local governments, including a requirement for local agencies to allow for remote participation in public meetings.

SB 707 takes effect in two phases: January 1, 2026 and July 1, 2026. The bulk of the requirements relating to public access, two-way participation, captioning, and languagetranslation requirements are taking effect on July 1, 2026.

On January 14, 2026, Staff presented Council with detailed information surrounding Senate Bill 707 (SB 707).
30 Staff has worked with the Town's technology contractor, Silicon Connections, to identify technology requirements for the Town to comply with SB 707.

DISCUSSION
The portion of Senate Bill 707 (SB 707) that pertains to technology states that beginning July 1, 2026, the public must be able to attend meetings and participate remotely and provide comments in real time via a “two-way telephonic” or “two-way audiovisual platform.” A “twoway telephonic” service is one that does not require internet access and allows participants to dial a telephone number to listen and verbally participate. A two-way audiovisual platform is defined as an online platform that provides participants with the ability to participate in a meeting via both an interactive video conference and a two-way telephonic service (e.g., Zoom).

In its current state, the Town Council Chamber located at 335 Rheem Blvd. is not equipped to meet the minimum public meeting requirements detailed in SB 707 in order to remain Brown Act compliant. As a result, Town staff has reached out to our current technology provider (Silicon Connections, LLC) to put together a proposal for the cost of upgrading the Council chamber to meet the technology requirements in SB 707.

Silicon Connections, LLC has provided a quote (Attachment B) for the following upgrades/changes to the Council Chamber, existing equipment that is scheduled to be decommissioned as part of this project is italicized:
• 3 PTZOptics Move 4K 12x PTZ cameras
• Shure MXW neXt wireless microphone system (20 gooseneck wireless microphones) • Acoustic Echo Cancelling Audio Processor (Symetrix Radius NX with AEC-2 coprocessor) • Decommission existing wired microphones
• Mic-driven automatic camera switching with configurable room layout presets • Zoom Room Controller Computer
• Meeting Owl 5 Pro — USB backup camera/mic at Clerk’s desk • Zoom-to-YouTube live streaming via Zoom cloud
• Public comment countdown timer
• Decommission TriCaster production console
Staff also recommends the installation of an upgraded camera and zoom controller in the Pear Conference Room in Town Hall. The Pear Conference Room is occasionally used for public meetings that would be required to have remote public participation under SB707.

The equipment will be installed by Silicon Connections, LLC during a time that the Council Chamber is not in use and should not affect or disrupt any of the regular meetings of any of the Council/Commission/Committee bodies.

Training on all new equipment will be provided by Silicon Connections, LLC for Town Staff that has direct involvement in managing and/or supporting public meetings in the Council Chamber. Town Council/Commissions/Committees will be minimally impacted and will not require technology training outside of learning the use of a new, wireless microphone at the dais.
31 FISCAL IMPACT
Staff recommends Council appropriate $95,000 in the PEG (Public, Educational, and Government Access) Fund to pay for the technology upgrades. PEG funds are restricted for capital costs associated with acquiring PEG access equipment, or capital costs associated with renovating and constructing PEG-related facilities. There is sufficient fund balance available in the Town's PEG Fund to support the appropriation.

CEQA COMPLIANCE
This item is not subject to review under the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21000, et seq. and the CEQA Guidelines (14 Cal.

Code Regs. §§ 15000 et. seq.), including without limitation, Public Resources Code section 21065 and California Code of Regulations 15378 as this is not a “project” that may cause a direct, or reasonably foreseeable indirect, physical change in the environment.

ALTERNATIVES

1. Approve the Resolution approving SB 707-specific technology upgrades to the Moraga Town Council chamber and Pear Conference Room with changes; or

2. Do not approve the Resolution and provide further direction to staff.

NEXT STEPS
Upon approval of the Resolution, staff, in partnership with Silicon Connections, LLC will:

1. Begin outfitting the Town Council Chamber with the new technology during a time where it is not being used for a public meeting;

2. As part of the requirements of SB 707, Town staff will develop a plan to encourage public participation in meetings in various ways throughout the implementation process;

3. Staff will work with Silicon Connections, LLC to develop a disruption policy for connectivity issues; and

4. Staff will train on any new procedures/requirements.

ATTACHMENTS
Attachment A - Draft Resolution - SB 707
Attachment B - Moraga-Council-Chambers-AV-Upgrade-Proposal 32 Attachment A
Resolution No. XX-2026 1 April 8, 2026

TOWN OF MORAGA

TOWN COUNCIL
RESOLUTION NO. XX-2026

AUTHORIZING THE TOWN MANAGER TO EXECUTE A CONTRACT WITH

SILICON CONNECTIONS, LLC FOR TECHNOLOGY UPGRADES FOR COUNCIL

CHAMBERS AND PEAR CONFERENCE ROOM, FOR A TOTAL AMOUNT NOT TO EXCEED 89,093 AND APPROVING A CONTINGENCY AMOUNT OF $5,907, FOR A TOTAL AMOUNT NOT TO EXCEED $95,000 TO COMPLY WITH SB 707;

AUTHORIZING THE ADMINISTRATIVE SERVICES DIRECTOR TO EXECUTE ANY AMENDMENTS WITHIN THE CONTINGENCY, AS NECESSARY; AND
AUTHORIZING AN APPROPRIATION OF $95,000 IN PEG FUNDS
WHEREAS, SB707 was signed into law on October 3, 2025, enacting a significant overhaul of open meeting requirements for local governments, including a requirement for local agencies to allow for remote participation in public meetings; WHEREAS, the Town of Moraga is required to provide an opportunity for members of the public to attend via a two-way telephonic service or a two-way audiovisual platform at Council meetings by July 1, 2026;
WHEREAS, Silicon Connections, LLC provides information technology support for the Town; and
WHEREAS, Public, Education, Government Access (PEG) funds are available for capital costs to maintain access to PEG programming.

NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town of Moraga does hereby authorize the Town Manager to execute the agreement with Silicon Connections for technology upgrades to comply with SB707, in an amount of $89,093, with a contingency of $5,907 in an amount not to exceed $95,000.

BE IT FURTHER RESOLVED, that the Administrative Services Director is authorized to execute change orders within the contingency.

BE IT FURTHER RESOLVED, that $95,000 is appropriated in the Town’s PEG Fund for Fiscal Year 2025-26.

BE IT FURTHER RESOLVED, that the Town Manager is hereby authorized to execute the Agreement in the form attached to the staff report, with minor revisions that may be approved by the Town Manager and the Town Attorney, and to execute any other necessary documents to effectuate the terms of the Agreement. 33 Town of Moraga — Council Chambers AV Upgrade Proposal

PROPOSAL
Council Chambers &
Pear Conference room
Audio-Video System Upgrade
Prepared for
Town of Moraga
Prepared by
Silicon Connections LLC
IT Solutions
March 27, 2026
Revision 3
34 Town of Moraga — Council Chambers AV Upgrade Proposal

Executive Summary
The Town of Moraga’s Council Chambers at 335 Rheem Blvd currently utilizes audio visual equipment installed approximately 10 years ago. The system provides YouTube and Contra Costa TV (CCTV) live video streaming and recording of meetings. The current technology requires a dedicated operator running a video production console to produce the meeting and cannot natively support hybrid (in-person + remote) participation required by Senate Bill 707.

This proposal provides a technology upgrade to support modern hybrid-meetings utilizing Zoom.

System Upgrade Summary
The upgraded system will utilize the core infrastructure already in place within the Chambers, replacing key components to modernize them and bring them up to current-day technology.

The system will support hybrid meetings through the integration of Zoom Room technology, allowing remote participants to participate in the meetings in accordance with Senate Bill 707 requirements.

Additionally, meeting management is simplified using automated camera control which automatically selects 1 of the three in-room cameras based upon who is speaking. The system automatically determines the camera selection based on microphone activity.

Manual camera control can be selected should additional operator control be desired to control which camera is selected, however this is optional.
35 Town of Moraga — Council Chambers AV Upgrade Proposal

Council Chambers AV System Upgrade
This upgrade replaces the existing AV production system in the Council Chambers at 335 Rheem Blvd with a modern, Zoom-based hybrid meeting platform. The system includes three automated PTZ cameras with mic-driven switching, a new audio processing system, 20 Shure wireless microphones, and Zoom Room integration for hybrid meetings in compliance with Senate Bill 707. The existing TriCaster and wired microphones will be decommissioned.

Scope
• 3 PTZOptics Move 4K 12x PTZ cameras
• Shure MXW neXt wireless microphone system (20 gooseneck microphones) • Acoustic Echo Cancelling Audio Processor (Symetrix Radius NX with AEC-2 coprocessor)
• Decommission existing wired microphones
• Mic-driven automatic camera switching with configurable room layout presets • Zoom Room Controller Computer
• Meeting Owl 5 Pro — USB backup camera/mic at Clerk’s desk • Zoom-to-YouTube live streaming via Zoom cloud
• CCTV pickup of YouTube Live Stream
• Public comment countdown timer
• Decommission TriCaster production console
Item Qty Unit Price Extended
Hardware
PTZOptics Move 4K 12x PTZ Camera 3 $1,999.00 $5,997.00
Camera Mounting Hardware $700.00
Symetrix Radius NX 12x8 Dante + USB-B
DSP (80-0134)
1 $4,757.00 $4,757.00
Symetrix AEC-2 Coprocessor Module (80-
0153)
1 $900.00 $900.00
Managed Network Switch 2 $800.00 $1,600.00
Zoom Room Controller Computer
Additional Clerk Computer 24” Monitor
1 $3,200.00 $3,200.00
Meeting Owl 5 Pro 1 $2,599.00 $2,599.00
Cabling, connectors, misc hardware 1 $500.00 $500.00
Shure MXW neXt 8 Access Point (8-ch,
Dante, IntelliMix)
3 $4,070.00 $12,210.00
8 Bay Charger (Gooseneck) 3 $1,540.00 $4,620.00
Shure MXW8X Desktop Base Gooseneck
Transmitter
20 $693.00 $13,860.00
36 Town of Moraga — Council Chambers AV Upgrade Proposal

Gooseneck Microphone for MXW8X bases 20 $276.00 $5,520.00 Equipment Subtotal $56,463.00
Government Discount ($3,198.00)
Sales Tax — Moraga 9.75% $5,193.34
Labor
Base System Installation and Programming 1 $11,800.00 $11,800.00 Camera installation and cabling 1 $2,250.00 $2,250.00
Mic-driven auto-switching programming and
commissioning
1 $3,500.00 $3,500.00
Wireless microphone installation,
commissioning + audio routing (3 APs, 20
ch)
1 $5,800.00 $5,800.00
Documentation and training (2 sessions) 1 $1,500.00 $1,500.00 Council Chambers Total $83,308.34
37 Town of Moraga — Council Chambers AV Upgrade Proposal

Pear Conference Room
This addition provides a dedicated Zoom Room for the Pear conference room. The Jabra PanaCast 50 Video Bar System is a standalone, all-in-one video conferencing appliance with a built-in touch controller that runs Zoom Rooms natively — no laptop or PC required to start or join meetings. Its 180-degree panoramic camera is specifically suited to the room’s horseshoe table layout, ensuring all participants are captured regardless of seating position. The system connects via HDMI to the existing wall-mounted TV.

Item Qty Unit Price Extended
Hardware
Jabra PanaCast 50 Video Bar System
(Zoom Rooms)
1 $4,300.00 $4,300.00
Mounting hardware + cabling 1 $150.00 $150.00
Equipment Subtotal $4,450.00
Sales Tax — Moraga 9.75% $433.88
Labor
Installation and configuration 1 $900.00 $900.00
Pear Conference Room Total $5,783.88
Council Chambers $83,308.34
Pear Conference Room $5,783.88
Project Total $89,092.22
38 Town of Moraga — Council Chambers AV Upgrade Proposal

System Overview
The system is built on three integrated layers: audio, video, and meeting management.

Audio. A central audio processor (Symetrix Radius NX) receives signals from all microphones in the room, whether wired or wireless. It removes echo so that remote participants and in-room speakers don't create feedback loops. The processed audio is delivered simultaneously to the Zoom meeting, the in-room speakers, and the live stream. Each microphone position is managed independently — the system knows which position is active and adjusts levels automatically.

Video. Three PTZ (pan-tilt-zoom) cameras cover three different angled views of the room.

Software integrated into the meeting controller monitors which microphone is active and automatically selects the corresponding camera. The switched camera feed is sent to the Zoom meeting and the live stream. Staff can override the automatic selection at any time and control cameras manually. For remote participants, the Zoom gallery and speaker views are delivered via the room's AV distribution matrix to selectable locations (room displays, projector, conference room).

Presentations and shared content follow the same path — the presenter shares their screen through Zoom, and the shared content is displayed on the room's screens for in-person attendees and in the Zoom window for remote participants. This means presenters do not need to connect a cable to the room's AV system; any participant, whether in the room or joining remotely, can share their screen directly through Zoom.

Meeting Management. A dedicated controller at the AV rack runs the Zoom meeting session and manages the connection between the audio processor, cameras, and streaming output.

When the clerk starts a meeting, the system handles the rest: Zoom distributes the meeting to remote participants, streams it live to YouTube, and Contra Costa TV picks up the YouTube feed for cable broadcast. Meeting schedules will need to be communicated to CCTV so they can manage their end of the stream.

A public comment timer is displayed on screen during comment periods if desired. All meetings are automatically archived — Zoom retains a cloud recording and the YouTube live stream is preserved on the Town's YouTube channel for public access.

Failover. If the primary system becomes unavailable, the clerk switches to a standalone backup device (Meeting Owl) at the clerk's desk by selecting it as the audio and video source within Zoom on the staff computer. It provides 360-degree camera and microphone coverage over a single USB connection, allowing the Zoom meeting to continue without the main system. 39 Town of Moraga — Council Chambers AV Upgrade Proposal

Streaming and Public Access
Zoom Rooms streams directly to YouTube Live via Zoom’s cloud infrastructure. CCTV public access (Contra Costa TV) can ingest the YouTube Live stream on their end, eliminating the need for a direct Streambox connection from the chambers. This has been confirmed with CCTV.

Public Participation Compliance
For Brown Act / SB 707 compliance, Zoom is the two-way public participation channel. Remote attendees join the Zoom meeting directly to speak during public comment periods, raise hands, and interact in real time. YouTube is a one-way delayed broadcast (typically 15–30 seconds of latency) and is not a substitute for real-time participation. YouTube provides a convenient way to record and present past meetings for online viewing, as is currently being done with the existing system.

Zoom supports automated captioning. Manual (CART) captioning can be integrated into the system later if desired, on a time and materials basis.

Zoom Licensing Requirements
A Zoom subscription of desired functionality and attendee size must be maintained for system functionality, including a Zoom Room license for each room. Zoom Room licensing is currently $49/month per room in addition to the monthly base license fees, subject to change by Zoom.

Backup and Redundancy
The Council Chambers is currently equipped with redundant Internet connections with automatic failover, uninterruptable power supplies (UPS) and a standby propane generator. To provide a simple emergency plan should the primary meeting system be unavailable, a Meeting Owl 5 is kept at the clerk’s desk as a failover device. The Clerk selects the Owl as the meeting audio and video source within Zoom, and the meeting can continue using the Owl only. 40 Town of Moraga — Council Chambers AV Upgrade Proposal

Proposal Acceptance
This proposal is valid for 30 days from the date shown on the cover page.

Payment Schedule
Milestone Amount Terms
Equipment + Sales Tax $63,342.22 Due prior to equipment ordering
Labor $25,750.00 Due upon project
completion and
acceptance
Project Total $89,092.22
Terms and Conditions

1. Equipment will be ordered upon receipt of signed acceptance and payment of equipment invoice. Equipment lead times are subject to manufacturer availability.

2. All equipment carries the manufacturer’s standard warranty. Silicon Connections LLC warrants all labor and installation for a period of one (1) year from the date of project acceptance.

3. Any changes to the scope of work after acceptance may result in additional charges, which will be documented and approved in writing before work proceeds.

4. This proposal does not include ongoing Zoom subscription or licensing fees, which are the responsibility of the Town of Moraga.

Authorization
By signing below, the authorized representative of the Town of Moraga accepts this proposal and authorizes Silicon Connections LLC to proceed with the work described herein under the payment terms stated above.

Authorized Signature — Town of Moraga Date
Printed Name Title
41 CONSENT CALENDAR: 6.4
To: Honorable Mayor and Councilmembers
From: Nate Levine, Interim Public Works Director/Town Engineer Deirdre Castillo, Senior Engineer
Subject: Accepting the Completion of the 2023-24 Pavement Rehabilitation Project (CIP 23-401)
Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Adopt a Resolution:

1. Authorizing the Town Manager to execute a final construction contract change order for the 2023-24 Pavement Rehabilitation Project (CIP 23- 401) in the amount of $183,405.09;

2. Approving the Project as complete by Bay Cities Paving & Grading, Inc. (Concord, CA);

3. Authorizing the Town Manager to execute the Certificate of Completion; and

4. Authorizing the Town Engineer to file the Resolution of Acceptance and Certificate of Completion with the Contra Costa County Recorder.

BACKGROUND
On April 24, 2024, the Town Council awarded a construction contract to Bay Cities Paving & Grading, Inc. for the 2023-24 Pavement Rehabilitation Project (CIP 23-401). Town Council authorized increases to the contract budget and contingency on October 9, 2024, and November 13, 2024. The total contract amount, including contingencies, is $6,715,601.11. The Contractor completed pavement rehabilitation and associated work, including overlay, base repairs, rubberized chip seal, micro-surfacing, storm drain repairs, utility adjustments, concrete curb, gutter, and sidewalk repairs, ADA ramp upgrades, new sidewalk installation, traffic striping, and pavement markings throughout the Town (Attachment C).

DISCUSSION
Bay Cities Paving & Grading, Inc. began work on June 3, 2024. The Town’s construction 42 management consultant, Substrate, Inc., provided construction oversight and materials testing. Town Staff and the Contractor coordinated access and scheduling with nearby residents and schools. The Contractor achieved substantial completion on March 26, 2025. All punch list items were completed by June 2025.

Due to the project's scope and magnitude, Staff expected numerous Change Orders to ensure that as many needed improvements and repairs as possible could be completed efficiently and expeditiously. A complete summary of the project change orders can be found in Attachment D.

Since the completion of the construction work, staff has worked closely with the Contractor to verify actual quantities of work performed.

FISCAL IMPACT
The 2023-24 Pavement Rehabilitation Project was budgeted as part of the Town’s Pavement Management Program, specifically CIP 23-401. The approved contract amount was $6,715,601.11, including contingencies. The final estimated construction cost is $6,899,006.20, which is $183,405.09 above the authorized amount. The Pavement Rehabilitation Program has sufficient funds for this increased contract amount.

CEQA COMPLIANCE
The construction work was previously found to be exempt from review under the California Environmental Quality Act (CEQA) pursuant to 14 Cal. Code Regs. 15301 (Class 1-Existing Facilities).

ALTERNATIVES

1. Adopt the attached Resolution with modifications; or

2. Do not adopt the attached Resolution and provide direction to staff. Not adopting the Resolution delays project completion and extends the time limit for a subcontractor to file a claim.

NEXT STEPS
Upon adoption of the resolution, the Town Engineer will provide Public Notice per California Public Contract Code and file the Resolution of Acceptance and Certificate of Completion with the County Recorder’s Office. Following completion of the 35-day public notice period, and provided no claims are received, the Town may release the construction retention. Accepted streets will be added to the Town’s paving moratorium list.

ATTACHMENTS
Attachment A - DRAFT Resolution - Project Acceptance
Attachment B - DRAFT Certificate of Completion
Attachment C - Street List
Attachment D - List of Change Orders
43 Attachment A
Resolution No. XX-2026 1 April 8, 2026

TOWN OF MORAGA

TOWN COUNCIL
RESOLUTION NO. __-2026

AUTHORIZING THE TOWN MANAGER TO EXECUTE A FINAL CONSTRUCTION CONTRACT CHANGE ORDER FOR THE 2023-24 PAVEMENT REHABILITATION PROJECT (CIP 23-401); APPROVING THE PROJECT AS COMPLETE BY BAY CITIES PAVING & GRADING, INC. (CONCORD, CA)
WHEREAS, 2023-24 Pavement Rehabilitation Project (CIP 23-401) is funded as part of the Town’s Pavement Management Project in the Adopted Fiscal Year (FY) 2023- 24 – FY 2024-25 Capital Improvement Program (CIP) Budget; WHEREAS, the project bid documents were advertised on March 9, 2024, pursuant to the Moraga Municipal Code, Chapter 3.06, and the Public Contract Code Section 22037. Bid documents were posted on the Town’s website, in the East Bay Times newspaper, and in numerous builders’ exchanges;
WHEREAS, six (6) bids were received and officially opened publicly on Wednesday, September 4, 2024;
WHEREAS, on April 24, 2024, the Town Council awarded a construction contract to Bay Cities Paving & Grading, Inc. for the construction of the 2023-24 Pavement Rehabilitation Project (CIP 23-401) in an amount not to exceed $5,755,983.11 (including contingency);
WHEREAS, on October 9, 2024, the Town Council authorized a construction change order to increase the scope of the Project by $417,976 (including contingency), for a total contract amount not to exceed $6,173,959.11; WHEREAS, on November 13, 2024, the Town Council authorized a construction change order to increase the scope of the Project by $541,642 (including contingency), for a total contract amount not to exceed $6,715,601.11; WHEREAS, Bay Cities Paving & Grading, Inc. has satisfactorily completed construction, including punch list items for the 2023-24 Pavement Rehabilitation Project (CIP 23-401), and is requesting final payment for the completed work; WHEREAS, the total construction cost of the project is $6,899,006.20, which is $183,405.09 over the contract budget authorized by the Town Council; WHEREAS, the Town is required by the California Public Contract Code to notify the public of acceptance of the project prior to making final payment; and 44 Attachment A
Resolution No. XX-2026 2 April 8, 2026
WHEREAS, the construction work was previously found to be exempt from review under the California Environmental Quality Act (CEQA) pursuant to 14 Cal. Code Regs. 15301 (Class 1-Existing Facilities).

NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town of Moraga hereby;

1. Authorizes the Town Manager to execute a final construction contract change order for the 2023-24 Pavement Rehabilitation Project (CIP 23-401) in the amount of $183,405.09; and

2. Approves the 2023-24 Pavement Rehabilitation Project (CIP 23-401) as complete by Bay Cities Paving & Grading, Inc. (Concord, CA); and

3. Authorizes the Town Manager to Execute the Certificate of Completion, and

4. Authorizes the Town Engineer to file the Resolution of Acceptance and Certificate of Completion with the Contra Costa County Recorder. 45 Attachment B
AFTER RECORDING RETURN TO:

Town Manager
Town of Moraga
Owner Fee
329 Rheem Boulevard
Moraga, CA 94556

CERTIFICATE OF COMPLETION
TO WHOM IT MAY CONCERN:

NOTICE IS GIVEN by the undersigned, those certain improvements, to wit:
2023-24 Pavement Rehabilitation Project
CIP 23-401 & 24-401
The contract which was granted to Bay Cities Paving & Grading, Inc. of Concord, CA and was filed for record in the Town Clerk’s Office of the Town of Moraga, Contra Costa County, California and which improvements were actually completed satisfactorily, and a final inspection was completed in accordance with contract documents and accepted by the Town of Moraga Town Council on April 8, 2026.

Information pertaining to the estimated cost, single-source justification, approved plans and specifications, and total cost of work is on file in the Office of the Town Engineer.

I hereby certify, under penalty of perjury, that the facts set forth in the foregoing Certificate of Completion are true and correct.

DATE:

Scott Mitnick, Town Manager
Town of Moraga
46 Attachment C
2023 and 2024 Pavement Rehabilitation Project (CIP 23-401 & 24-401) Street List
Original Project Locations
Street Name Beginning End Pavement Treatment
Butterfield Place Tharp Drive South End 3” Mill and Overlay Constance Place Canyon Road North End 3” Mill and Overlay Corliss Drive Ashford Place Moraga Road 4” Mill and Overlay Corliss Drive Warfield Drive Wakefield Drive 3” Mill and Overlay Corte Fortuna Calle La Mesa East End 3” Mill and Overlay Donald Drive Laird Drive Moraga Road 4” Mill and Overlay Fairfield Place Mayfield Place South End 3” Mill and Overlay Lakefield Place Tharp Drive North End 4” Mill and Overlay Millfield Place Deerfield Drive East End 4” Mill and Overlay Moraga Road By 380 Moraga Road Spot Repairs
Moraga Road Buckingham Drive Sky Hy Drive Rubberized Cape Seal Paseo Del Rio Campolindo Drive Calle La Mesa 3” Mill and Overlay Redfield Place Tharp Drive East End 3” Mill and Overlay Springfield Place Tharp Drive South End 3” Mill and Overlay St. Mary’s Road Stafford Road St. Mary’s Pkwy Rubberized Cape Seal Via Granada Calle La Mesa Moraga Road 3” Mill and Overlay Wimpole Street Woodford Drive North End 4” Mill and Overlay Additional Locations Added by Change Order
Street Name Beginning End Description
Moraga Road S/O Corte Santa
Clara
N/O Corte Santa
Clara Shoulder stabilization
SW corner of Donald Dr
and Moraga Rd
Reconstruct ADA ramp and
install new concrete
sidewalk and driveway
Canyon Rd, Commons Park, Camino Pablo, Hacienda Parking Lot, Moraga Wy, Campolindo Dr, St. Mary’s Rd, Augusta Dr, Rheem Blvd, and Moraga Rd Spot Base Repairs
Corliss Dr #4 #16
New concrete ADA ramp,
sidewalk, driveways, and
traffic striping
47 Attachment D
Staff issued sixteen (14) change orders, as follows:

CCO # Location Description Cost
1 Corte Fortuna and Paseo del
Rio
Perform 3” mil and overlay in lieu of full
depth repair $96,687.62
2 * Moraga Rd near Corte
Santa Clara Construct shoulder stabilization $131,671.62 3 Donald Dr and Camino
Pablo Install AC dike $11,564.00
4 Deerfield Dr Increase size of CIPP liner from 30” to
36” $26,875.00
5 Corliss Dr Repair storm water pipe by open cut
instead of CIPP liner ($23,690.88)
6 * SW corner of Donald Dr
and Moraga Rd
Reconstruct ADA ramp and install new
concrete sidewalk and driveway $82,000.00
7 266 & 271 Corliss Dr
Additional concrete sidewalk and stairs
work due to utility and tree root
conflicts
$9,924.00
8 Various Remove and replace concrete
driveway (not sidewalk) $70,208.66
9 Moraga Rd (Buckingham Dr
to Sky Hy Dr) Additional traffic striping $90,570.00
10 * Canyon Rd, Commons
Park, Camino Pablo,
Hacienda Parking Lot,
Moraga Wy, Campolindo Dr,
St. Mary’s Rd, Augusta Dr,
Rheem Blvd, and Moraga
Rd
Additional pavement base repairs (CIP
23-405, Reso 51-2004) $368,476.76
11 * 4, 8, 12, & 16 Corliss Dr
Install new concrete ADA ramp,
sidewalk, driveways, and traffic striping
(Reso 60-2024)
$510,648.50
12 * 4, 8, 12, & 16 Corliss Dr Revised traffic striping $18,067.50 13 Moraga Rd (Buckingham Dr
to Sky Hy Dr) Buffer striping $12,380.00
14 Various
Extra work by force account including
minor concrete, utility delays and
adjustments, potholing, tree roots,
straw wattles, temporary mailboxes,
sidewalk underdrains, plug paving at
driveways, etc.
$100,828.01
Total – Change Orders $1,506,210.79
* - Location not included in original contract
48 CONSENT CALENDAR: 6.5
To: Honorable Mayor and Councilmembers
From: Amy Heavener, Town Clerk
Subject: Request to Re-Appoint Two Candidates to the Town of Moraga Local Sales Tax Oversight Committee
Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Re-Appoint Gian Panetta and Spencer Schilling to the Local Sales Tax Oversight Committee (LSTOC) for a new term of 2 years, which will expire on March 1, 2028.

BACKGROUND
Pursuant to Measure K's Implementation ordinance, Ordinance Number 238 Section 3.20.140 - Oversight, Annual Audit and Public Report (PDF), the Town Council established a Local Sales Tax Oversight Committee to perform an objective and transparent annual review of Measure K revenues and expenditures.

The Local Sales Tax Oversight Committee consists of seven members, all residents of the Town of Moraga, appointed by the Town Council. The Committee meets between two and four times per year, or as reasonably determined by the Town Council or Local Sales Tax Oversight Committee.

The Local Sales Tax Oversight Committee is charged with conducting an annual review and report to the Town Council on the revenues and expenditures of the Local Sales Tax (also referred to as "Transactions and Use Tax"). The Committee shall sunset in 2033, unless extended by the voters.

There are currently five open seats on this seven-member committee. Two members, Gian Panetta and Spencer Schilling wish to be re-appointed to their seats on the Local Sales Tax Oversight Committee. Their initial terms ended in March 2026.

DISCUSSION
In order to conduct business, the Local Sales Tax Oversight Committee needs to have enough 49 committee members to form a quorum. A quorum for a seven-member committee is four members. As it stands now, there are only two eligible members on the seven-member committee.

The Town has received three applications:
• Gian Panetta – Re-Appointment
• Spencer Schilling – Re-Appointment
• Susan Wright – New Applicant
Gian Panetta was appointed on 12-13-2023 and has served one term. Spencer Schilling was appointed on 3-21-2023 and has served one term. The Town's Commission and Committee Interview and Appointment Policy specifies that an existing Board, Committee, and Commission member may be reappointed up to a maximum of three terms. Before reappointment however, the Board, Committee, and Commission member must apply and may be interviewed, unless otherwise decided by the Town Council. Due to the urgent need for this committee to meet, Town Staff is requesting Council forgo the interview process for Gian Panetta and Spencer Schilling in order to secure a quorum so the Committee may meet.

Following this, Town Staff will schedule an interview with the remaining new applicant at a later date. This action would resolve the issue of a lack of quorum that currently exists. This enables the committee to meet while also giving Council the opportunity to interview and consider the new applicant.

FISCAL IMPACT
These are a volunteer positions. There are no direct costs associated with these appointments.

CEQA COMPLIANCE
The appointment of Committee/Commission members is not subject to review under the California Environmental Quality Act (CEQA) pursuant to Public Resources Code section 2100 et seq., and the CEQA Guidelines (14 Cal.Code Regs. 15000 et seq.) as this is not a "project" that may cause a direct, or reasonably foreseeable indirect, physical change in the environment.

ALTERNATIVES

1. Do not re-appoint the applicants, keep the seats open and provide direction to staff.

2. Direct staff to conduct interviews of Gian Panetta and Spencer Schilling.

NEXT STEPS
Upon re-appointment, both re-appointees will continue their work on the Local Sales Tax Oversight Committee. Staff will work with Council and the remaining new applicant to schedule an interview as well as continue to accept applications for remaining open seats on the Local Sales Tax Oversight Committee.
50 ATTACHMENTS
Attachment A - Gian Panetta - 2026 LSTOC - Redacted Application Attachment B - Spencer Schilling - 2026 LSTOC - Redacted Application 51 52
_____________________________________________________________________________ 329 Rheem Boulevard  Moraga, CA 94556  (925) 888-7021  [email protected]  www.moraga.ca.us Local Sales Tax Oversight Committee
The Local Sales Tax Oversight Committee consists of seven members appointed by the Town Council.

Duties:
• Attend meetings as an appointed member.
• Prepare an objective and transparent review of the use of Measure K revenue. • Prepare an annual review and report to the Town Council on the revenue and expenditures of the Local Sales Tax (also referred to as “Transactions and Use Tax”).

Term of Office: 2 year term (Re-appointment)
Meetings: Held as needed (two to four times per year) at 5:30 pm at the Town Council Chambers and Community Meeting Room, 335 Rheem Boulevard, Moraga.

More information can be found on the Town of Moraga website:
https://www.moraga.ca.us/304/Local-Sales-Tax-Oversight-Committee Name: __________________________________________________________________________ Email: _ _____________________________________
Address: _ __________________________________________
Phone: _______________________________
Position Applying For: __Local Sales Tax Oversight Committee______________________________

VOLUNTEER CONTACT INFORMATION
Gian Panetta
53 _____________________________________________________________________________ 329 Rheem Boulevard  Moraga, CA 94556  (925) 888-7021  [email protected]  www.moraga.ca.us Local Sales Tax Oversight Committee

1. What qualifications, attributes or experience do you possess that will make you a valuable member of the Local Sales Tax Oversight Committee?

2. The Oversight Committee is responsible for an annual review of the revenue and expenditures of Moraga’s local sales tax. It will also review the status and performances of the programs funded by the sales tax and make a report to the Council. How would your experience add value to this Committee?

3. What is your knowledge regarding the Measure K campaign?

VOLUNTEER QUESTIONNAIRE
Please answer the following questions pertaining to the position you are applying for.

As former President of the Moraga Chamber of Commerce, my Executive Director and I secured $275k of ARPA funds for Moraga businesses. We worked with the town to create a grant program for Moraga businesses and helped over 50+ family-run businesses.

My interaction with past and current town mangers and staff allows me to bring a more holistic approach.

I oversaw the budget of the Moraga Chamber of Commerce.

I currently serve on this Committee and have done so for the past two years, during which time I have gained a detailed, working understanding of Moraga’s local sales tax revenues, expenditures, and reporting requirements. In addition, I serve as the Vice Chair of the Measure D Citizens’ Oversight Committee for the Moraga School District, where I also sit on the Audit Subcommittee.

Through these roles, I have extensive experience reviewing financial statements, independent audit reports, and program expenditures to ensure compliance with voter i t t l l i t d b t ti i bli t bilit I t d t

Measure K was a response to help repair Moraga roads after the State was doing takeaways across California. The funds raised will be used to help repair Moraga roads, which were/are in the poor condition.
54 _____________________________________________________________________________ 329 Rheem Boulevard  Moraga, CA 94556  (925) 888-7021  [email protected]  www.moraga.ca.us

4. What do you believe the residents of Moraga should be most focused on with respect to the oversight of the Measure K funds?

5. What do you hope to accomplish as a member of the Local Sales Tax Oversight Committee? Residents should focus on ensuring Measure K funds are used exactly as promised to voters, with clear transparency around how revenues are collected, allocated, and spent.

Oversight should confirm expenditures align with voter-approved purposes and are not diverted or delayed without justification.

Equally important is outcomes, not just compliance. Residents should expect clear reporting on what is being funded, progress made, and whether programs are delivering measurable community benefits on time and within budget.

Finally, long-term stewardship matters. Measure K is a multi-year commitment, and responsible oversight means protecting reserves and ensuring today’s decisions can

To oversee the proper use of Measure K funds and gain a valuable understanding of how a municipality oversees implementing a government-led program. 55 56
_____________________________________________________________________________ 329 Rheem Boulevard  Moraga, CA 94556  (925) 888-7021  [email protected]  www.moraga.ca.us Local Sales Tax Oversight Committee
The Local Sales Tax Oversight Committee consists of seven members appointed by the Town Council.

Duties:
• Attend meetings as an appointed member.
• Prepare an objective and transparent review of the use of Measure K revenue. • Prepare an annual review and report to the Town Council on the revenue and expenditures of the Local Sales Tax (also referred to as “Transactions and Use Tax”).

Term of Office: 2 year term (Re-appointment)
Meetings: Held as needed (two to four times per year) at 5:30 pm at the Town Council Chambers and Community Meeting Room, 335 Rheem Boulevard, Moraga.

More information can be found on the Town of Moraga website:
https://www.moraga.ca.us/304/Local-Sales-Tax-Oversight-Committee Name: __________________________________________________________________________ Email: _____________________________________
Address: __________________________________________________ Phone: _______________________________ Cell: ______________ Position Applying For: __Local Sales Tax Oversight Committee______________________________

VOLUNTEER CONTACT INFORMATION
Spencer Schilling
57 _____________________________________________________________________________ 329 Rheem Boulevard  Moraga, CA 94556  (925) 888-7021  [email protected]  www.moraga.ca.us Local Sales Tax Oversight Committee

1. What qualifications, attributes or experience do you possess that will make you a valuable member of the Local Sales Tax Oversight Committee?

2. The Oversight Committee is responsible for an annual review of the revenue and expenditures of Moraga’s local sales tax. It will also review the status and performances of the programs funded by the sales tax and make a report to the Council. How would your experience add value to this Committee?

3. What is your knowledge regarding the Measure K campaign?

VOLUNTEER QUESTIONNAIRE
Please answer the following questions pertaining to the position you are applying for.

Retired engineer, 40 years with small professional services company including many years as Senior Principal, Treasurer, VP and President. 37 year resident of Moraga with wife Elaine raising a 2010 Campo grad.

My work as an engineer and manager of a commercial business required me to regularly estimate costs, prepare budgets, monitor performance, identify losses/gains on large construction projects. I was involved in invoicing and cash management for liquidity and profitability. I have designed and developed accounting systems, done the bookkeeping and prepared quarterly financial statements and reports submitted to our board of directors. I have become quite familiar with Measure K during my 3 year tenure on this committee. 58 _____________________________________________________________________________ 329 Rheem Boulevard  Moraga, CA 94556  (925) 888-7021  [email protected]  www.moraga.ca.us

4. What do you believe the residents of Moraga should be most focused on with respect to the oversight of the Measure K funds?

5. What do you hope to accomplish as a member of the Local Sales Tax Oversight Committee? that the terms and conditions of the funding measure are properly carried out, that the funds are handled/managed responsibly by the Town council and spent in the manner promised. I do not have any preconceived personal preferences about how the funds should be used.

To help provide the due diligence oversight that the citizens of Moraga deserve. 59 DEPARTMENT REPORTS: 8A.

To: Honorable Mayor and Councilmembers
From: Scott Mitnick, Town Manager
Subject: Endorsement of Moraga School District Ballot Measure I ("Teacher Retention and Academic Preservation Measure")
Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Endorse the Moraga School District Ballot Measure I ("Teacher Retention and Academic Preservation Measure")

BACKGROUND
On February 24, 2026, the Moraga School District Governing Board adopted Resolution 26-30 to place Measure I on the June 2, 2026 election ballot seeking two-thirds voter approval to provide funding for recurring operations (including teacher compensation, technology, and academic supplies) at all schools. Supporters of this ballot measure have requested the Town Council to review and endorse Measure I.

Over the years, voters have passed a series of Moraga School District revenue measures to raise funds to improve school facilities. Examples included:

Measure K - $325 Flat Parcel Tax (March 2004)
Measure B - $192 Flat Parcel Tax (November 2013: expired in 2020) Measure V - $30 per $100,000 Assessed Value Bond (November 2016) Measure M - $192 (with inflator) Parcel Tax (March 2020) Measure D - $30 per $100,000 Assessed Value Bond (March 2024) Currently, Measures K, V, M and D are still on the books. Measures K and M are parcel taxes based on a set dollar amount. Measures V and D are bonds based on a set dollar amount per $100,000 in property assessed value.

The proposed Measure I will be a parcel tax starting at $295 per year for non-exempt properties and will be subject to an annual inflation adjustment for a seven year period. 60 DISCUSSION
Per the County Clerk Recorder’s website, the Measure I ballot measure will include the following:

Ballot Measure Title
“Teacher Retention and Academic Preservation Measure.”
Ballot Measure Summary
“Shall the local school funding measure to attract and retain the best qualified teachers, continue effective science, technology, engineering, math, arts, music and reading programs, maintain manageable class sizes and prevent academic cuts and teacher/educator layoffs by levying $295 per parcel, providing $1,700,000 annually, for 7 years, with senior exemptions, inflation adjustments, independent oversight, audits, and all funds supporting local elementary and middle school students, be adopted?”
Moraga School District Governing Board Resolution Ordering the Bond Measure Please refer to Attachment A for a copy of the School District Resolution 26-30 for more details about the ballot measure, how the revenues will be collected, what the funding will be spent on, tax duration, etc.

Full Ballot Measure Text
Please refer to Attachment A - Exhibits A, B, and C of School District Resolution - for a full copy of Measure I as it will be presented to voters.

Formal Opposition
Staff is not aware of any formal opposition to Measure I at this time.

Analysis
Please refer to Attachment A, Exhibit C of the School District Resolution for a more detailed discussion of Measure I’s funding, tax rate, cost, etc. In simple terms, the cost to each property will start at $295 per parcel and will be adjusted each year for inflation, for a period of seven years. Seniors will be exempted from this “parcel tax.” This new tax is estimated to generate approximately $1,700,000 per year.

These funds will be used for recurring operational expenditures (funding teacher salaries, benefits, supplies, technology, etc.). There will be independent oversight of how the funds are expended, annual audits, etc.

Approving this funding will avoid cuts to teachers, increased class sizes, cuts in academic programs, cuts to critical teaching supplies, etc. By maintaining high quality local elementary and middle schools, Moraga will remain attractive to families and local businesses. 61 Please also refer to the following documents for additional background information:

Attachment B - “A Local Funding Plan to Help Avoid Teacher Layoffs and Additional Cuts in Moraga Schools”
Attachment C - "Moraga School District: Learning and Belonging Everyday " Please note that staff’s recommendation to endorse the School District’s proposed Measure I is symbolic in nature. If Town Council chooses to support Measure I, no Town funds will be spent in support of Measure I.

FISCAL IMPACT
There is no direct fiscal impact on the Town associated with preparing this staff report. Indirect costs of staff time to prepare this report were de minimis. If Measure I passes, there will not be a fiscal impact due to the Town's properties being exempt from property taxation.

By way of example of the impact of the passage of Measure I on property owners, a Moraga home with an assessed value of $1,000,000, and without the senior exemption, will be subject to a new tax starting at $295. This will be in addition to the existing total Moraga School District annual taxes which total over $1,000.

The actual aggregate impact to the non-exempt local Moraga property owners of adding Measure I to the existing four Moraga School District revenue measures will vary depending on each property's assessed value. For many Moraga property owners, their total Moraga School District property tax obligation will remain over $1,000 per year. For eligible seniors, Measure I will not have an impact on their aggregate property tax payment.

Note that this does not include the two Acalanes Union High School District revenue measures that Moraga property owners currently pay. The average Moraga property owner pays approximately $500 per year for this District's existing taxes.

With the passage of Measure I, non-exempt Moraga property owners will be responsible for paying seven annual local school district revenue measures totaling, on average, over $1,800 per year.

CEQA COMPLIANCE
Consideration of this endorsement is not subject to review under the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA") and CEQA Guidelines (Title 14 California Code of Regulations §§ 15000, et seq.), because it is not a project in and of itself.
62 ALTERNATIVES

1. Endorse Measure I with comments; or

2. Do not endorse Measure I and provide direction to staff.

NEXT STEPS
If Town Council decides to endorse Measure I, Town staff will inform the Moraga School District and other interested parties.

ATTACHMENTS
Attachment A - Moraga School District Resolution 26-30
Attachment B - Local Funding Plan Info
Attachment C - Moraga School District Town Hall Presentation 63 RESOLUTION 26-30

MORAGA SCHOOL DISTRICT

RESOLUTION OF THE GOVERNING BOARD OF THE MORAGA SCHOOL DISTRICT OF

THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, CALLING AN ELECTION,

ESTABLISHING SPECIFICATIONS OF THE ELECTION ORDER, AND REQUESTING CONSOLIDATION WITH OTHER ELECTIONS OCCURRING ON JUNE 2, 2026 WHEREAS, Moraga School District (“District”) is known for its highly qualified teachers and award-winning academic programs that help prepare students for success in high school, college and the world ahead; and
WHEREAS, despite the District’s continued academic successes, the District is actually one of the lowest-funded school districts in the Bay Area, receiving some of the lowest levels of state funding in all of California; and WHEREAS, teacher compensation lags behind that of neighboring districts, and per-pupil funding ranks near the bottom of all California school districts; and WHEREAS, the District has planned cuts and layoffs by the end of the school year if an additional source of funding cannot be identified; and WHEREAS, to offset these cuts and layoffs, to teachers and academic programming, the Moraga School District Governing Board (“Board”) is considering placing a $295 parcel tax measure on the June 2, 2026 ballot; and
WHEREAS, if approved by local voters, funding from the education parcel tax could be used to attract and retain highly qualified teachers, counselors and educators, maintain reading writing and language programs, continue funding for effective science, technology, engineering, arts, music, math and reading programs, and maintain manageable class sizes; and
WHEREAS, the proposed parcel tax would ensure mandatory fiscal accountability requirements, including all money raised would be controlled locally, could only be used in local elementary and intermediate schools, and could not be taken away by the State; and WHEREAS, the annual financial audits and an independent Citizens’ Oversight Committee would be required; and
WHEREAS, homeowners aged 65 and older would be eligible for an exemption from the cost of the measure; and
WHEREAS, the measure would include a 7-year sunset; and WHEREAS, California Constitution, Article XIIIA, section 4 and Government Code sections 50075 et seq. authorizes the District, upon approval of two-thirds of the electorate, to levy qualified special taxes on real property in the District for the purpose of providing quality educational programs in the District and other lawful purposes of the District; and 1 Attachment A
64 WHEREAS, in the judgment of this Board, following a public hearing and comment, it is advisable to request that the Contra Costa County Superintendent of Schools call an election and submit to the voters of the District the question of whether the District shall levy a qualified special tax within the District, for the purpose of raising revenue for the District; and
WHEREAS, pursuant to the Education Code and Elections Code such election may be completely or partially consolidated with any other election held on the same day and in the same territory or territory that is in part the same.

NOW, THEREFORE, IT IS DETERMINED AND ORDERED as follows:

Section 1. Recitals. This Board hereby finds and determines that the foregoing recitals are true and correct.

Section 2. Resolution Constitutes Order of Election. This resolution shall constitute an order of election pursuant to the Education Code to the Contra Costa County Superintendent of Schools to call an election within the boundaries of the District on June 2, 2026.

Section 3. Date and Purpose of Measure. Pursuant to the California Constitution and Government Code, an election shall be held within the boundaries of the District on Tuesday, June 2, 2026, for the purpose of voting on a measure (“Measure”) which will be presented to voters in substantially the form attached hereto as Exhibit A, containing the question of whether the District shall impose a qualified special tax for the educational purposes stated therein. In addition, the full text of the Measure (“Full Ballot Text”) shall appear in the ballot pamphlet in substantially the form attached hereto as Exhibit B. The authority for the specifications of this election order is contained in the Education Code, and the authority for ordering the election is contained in the Education Code, Elections Code, Government Code, and California Constitution.

Section 4. Authority for Ordering Election. The authority for ordering the election is contained in the Education Code, Elections Code, Government Code, and California Constitution.

Section 5. Authority for Specifications. The authority for the specification of this election order is contained in the Education Code.

Section 6. Resolution to County Officials. The Secretary to the Board is hereby directed to cause certified copies of this Resolution and order to be delivered no later than March 4, 2026, to the County Superintendent of Schools (“County Superintendent”), the Contra Costa County Registrar of Voters (“Registrar”), and the Clerk of the Board of Supervisors of Contra Costa County (“Board of Supervisors”).

Section 7. Formal Notice. The County Superintendent is hereby requested to prepare and execute a Formal Notice of Parcel Tax Election and consolidation order in substantially the form attached hereto as Exhibit C (the “Formal Notice”), and to call the election by causing the Formal Notice to be posted in accordance with the applicable law no later than March 4, 2026, or to otherwise cause the notice to be published as permitted by law. The Secretary to the Board, on behalf of and as may be requested by the County Superintendent, is authorized to cause all notices required by law in connection herewith to be published and posted, as the case may be.
2 65
Section 8. Conduct of Election.
(a) Request to Registrar. Pursuant to State law, and specifically Elections Code section 5303, the Registrar is requested to take all steps to hold the election on June 2, 2026, in accordance with law and these specifications. The election may be consolidated with another election as specified below, if such consolidation is feasible and appropriate.
(b) Voter Pamphlet. The Registrar is hereby requested to reprint the Full Ballot Text in substantially the form attached hereto as Exhibit B in the voter information pamphlet to be distributed to voters pursuant to the Elections Code. In the event the Full Ballot Text will not be reprinted in the voter information pamphlet in its entirety, the Registrar is hereby requested to print, immediately below the impartial analysis of the Measure, in no less than 10-point boldface type, a legend substantially as follows:
“The above statement is an impartial analysis of Measure __. If you desire a copy of the Measure, please call the Contra Costa County Registrar of Voters at {phone number} and a copy will be mailed at no cost to you.” (c) Consolidation. The County Superintendent and the Board of Supervisors are hereby requested to consolidate the election ordered hereby with any and all other elections as may be held on the same day in the same territory or in territory that is in part the same, pursuant to Education Code section 5322 and Elections Code section 10400 et seq.
(d) Canvass and Declaration of Results. The Board of Supervisors is authorized to canvass the returns of the election and declare the result pursuant to the Elections Code.
(e) Cost of Election. Pursuant to Elections Code section 10002, the District shall reimburse the County in full for the services performed upon presentation of a bill to the District.

Section 9. Collection of the Tax. Beginning July 1, 2026, if adopted by voters, the qualified special tax shall be collected by the Contra Costa County Treasurer-Tax Collector (“County Tax Collector”). Unpaid taxes shall bear interest at the same rate as the rate for unpaid ad valorem property taxes until paid. With respect to all general property tax matters within their jurisdiction, the County Tax Collector shall make all final determinations of tax exemption or relief for any reason, and that decision shall be final and binding. With respect to matters specific to the levy of the qualified special tax, including the exemptions, the application of the definition of “Parcel of Taxable Real Property” to any parcel(s), the legality or validity of the qualified special tax, or any other disputed matter specific to the application of the qualified special tax, the decisions of the District shall be final and binding.

Section 10. Appropriations Limit. The Board shall provide in each year for an increase in the District’s appropriations limit as shall be necessary to ensure that the proceeds of the qualified special tax may be spent for the authorized purposes. 3 66
Section 11. Ballot Arguments. The Board President and/or their designees are hereby authorized to prepare and file with the Registrar any ballot argument prepared in connection with the election, including a rebuttal argument, each within the time established by the Registrar, which shall be considered the official ballot arguments of the Board as sponsor of the Measure and to take all necessary action to prevent inclusion of false and/or misleading information in ballot materials related to the Measure.

Section 12. Official Actions. The District Superintendent, Board President, or their designees are hereby authorized to execute any other document and to perform all acts necessary to place the Measure on the ballot, including making alterations to the Measure and Full Ballot Text stated in Exhibits A and B hereto, and to this Resolution, to comply with requirements of law and election officials or which are, in the judgment of the Superintendent and/or Board President, in the best interests of the District.

Section 13. Effective Date. This Resolution shall take effect from and after its adoption.

PASSED AND ADOPTED by the Governing Board of the Moraga School District, Moraga, California on _______, 2026, by the following vote:

AYES:

NAYS:

ABSTAIN:

ABSENT:
___________________________
President, Governing Board
ATTEST:
________________________
Secretary, Governing Board
4 67

EXHIBIT A
Summary of Measure
The Measure shall be summarized in the following form, and the County of Contra Costa Registrar of Voters is requested to cause this summary of the Measure to appear on the ballot:
*** Ballot Label Start Here ***
Moraga School District
Teacher Retention and Academic Preservation Measure
Shall the local school funding measure to attract and retain the best qualified teachers, continue effective science, technology, engineering, math, arts, music and reading programs, maintain manageable class sizes and prevent academic cuts and teacher/ educator layoffs by levying $295 per parcel, providing $1,700,000 annually, for 7 years, with senior exemptions, inflation adjustments, independent oversight, audits, and all funds supporting local elementary and middle school students, be adopted?
*** Ballot Label Ends Here ***
Exhibit A
68 EXHIBIT B
*** Full Text Starts Here ***

MORAGA SCHOOL DISTRICT

TEACHER RETENTION AND ACADEMIC PRESERVATION MEASURE
This measure may be known and referred to as the “Moraga School District Teacher Retention and Academic Preservation Measure.” or as “Measure ____”. [designation to be assigned by County Registrar of Voters]

FINDINGS
Moraga School District (“District”) is known for its highly qualified teachers and award-winning academic programs that help prepare students for success in high school, college and the world ahead. Despite the District’s continued academic successes, the District is actually one of the lowest-funded school districts in the Bay Area, receiving some of the lowest levels of state funding in all of California. Teacher compensation lags behind that of neighboring districts, and per-pupil funding ranks near the bottom of all California school districts.

The District has planned cuts and layoffs by the end of the school year if an additional source of funding cannot be identified. If approved by local voters, funding from the education parcel tax could be used to attract and retain highly qualified teachers, counselors and educators, maintain reading writing and language programs, continue funding for effective science, technology, engineering, arts, music, math and reading programs, and maintain manageable class sizes.

The proposed parcel tax would ensure mandatory fiscal accountability requirements, including all money raised would be controlled locally, could only be used in local elementary and intermediate schools, and could not be taken away by the State. Annual financial audits and an independent Citizens’ Oversight Committee would be required. Homeowners aged 65 and older as well as those Receiving Supplemental Security Income for a disability and those Receiving Social Security Disability Insurance benefits would be eligible for an exemption from the cost of the measure.

A. Introduction and Purpose
Proceeds of the Moraga School District Teacher Retention and Academic Preservation Measure (“Measure”) shall be authorized to be used to provide financial support to school programs to protect high quality education in local schools, to the extent funds are available, as follows:

1. Attract and retain the best qualified teachers;

2. Continue effective science, technology, engineering, math, arts, music and reading programs;

3. Maintain manageable class sizes; and,

4. prevent academic cuts and teacher and educator layoffs.

Proceeds shall not be used for District office administrators’ salaries or benefits.

Exhibit B-1
69 B. Amount and Basis of Tax
Upon approval of two-thirds of those voting on this Measure, the District shall be authorized to levy an annual qualified special tax of $295 on all Parcels of Taxable Real Property beginning July 1, 2026, and continuing for a period of seven (7) years. “Parcel of Taxable Real Property” is defined as any unit of real property in the District that receives a separate tax bill for ad valorem property taxes from the Contra Costa County Department of Tax and Collections. All property that is otherwise exempt from or upon which no ad valorem property taxes are levied in any year shall also be exempt from the qualified special tax in such year.

This qualified special tax is estimated to raise $1.7 million in annual local funding for District schools. The amount of annual local funding raised by this qualified special tax may vary from year-to-year due to changes in the number of parcels exempt from the levy and annual adjustments.

To account for changes in the cost of delivering the classroom programs and student services supported by the qualified special tax, the tax rate shall be adjusted annually pursuant to this provision. Each year, beginning with the 2027-2028 tax year, the tax rate shall be adjusted to account for inflation by the average of the reported periodic annual percentage changes in the Consumer Price Index-All Urban Consumers, San Francisco-Oakland-Hayward area (Series CUURA422SA0) over the prior twelve months, as of April of each year, as published by the U.S. Bureau of Labor Statistics; provided, however that the annual adjustment in the tax shall not exceed 3% per year, but in no case be less than 0% per year. Any adjustment shall be rounded to the nearest dollar. In the event the Consumer Price Index-All Urban Consumers, San FranciscoOakland-Hayward area (Series CUURA422SA0) is no longer published, the Board shall adopt a comparable index of general price levels as it shall determine.

This Measure shall not impact the continued levy of any existing qualified special tax adopted by District voters.

C. Exemptions
Pursuant to any procedures adopted by the District, an exemption from payment of the qualified special tax may be granted on any parcel owned by one or more persons who is/are :

1. An individual 65 years of age or older and occupies that parcel (“Senior Citizen Exemption”);

2. Receiving Supplemental Security Income for a disability, regardless of age, and occupies said parcel (“SSI Exemption”); or

3. Receiving Social Security Disability Insurance benefits, regardless of age, whose yearly income does not exceed 250 percent of the 2012 federal poverty guidelines issued by the United States Department of Health and Human Services, and occupies said parcel (“SSDI Exemption”).

Exhibit B-2
70 Exemptions may be granted based on a one-time application and exemptions granted under prior qualified special taxes levied by the District will not require re-approval, subject to the District’s right to verify a property owner’s continuing qualification for exemption.

D. Claims / Exemption Procedures
With respect to all general property tax matters within its jurisdiction, the County Tax Collector or other appropriate County tax official shall make all final determinations of tax exemption or relief for any reason, and that decision shall be final and binding. With respect to matters specific to the levy of the qualified special tax including the Senior Citizen Exemption, the SSI Exemption, SSDI Exemption, the application of the definition of “Parcel of Taxable Real Property” to any parcel(s), the legality or validity of the qualified special tax, or any other disputed matter specific to the application of the qualified special tax, the decisions of the District shall be final and binding. The procedures described herein, and any additional procedures established by the Board shall be the exclusive claims procedure for claimants seeking an exemption, refund, reduction, or re-computation of the qualified special tax. Whether any particular claim is to be resolved by the District or by the County shall be determined by the District, in coordination with the County as necessary.

E. Appropriations Limit
Pursuant to California Constitution Article XIIIB and applicable laws, the appropriations limit for the District will be adjusted periodically by the aggregate sum collected by levy of this qualified special tax.

F. Mandatory Accountability Protections

1. Specific Purposes. All of the purposes named in the measure shall constitute the specific purposes of the qualified special tax, and proceeds thereof shall be applied only for such purposes. The proceeds of the special tax shall be deposited into a fund, which shall be kept separate and apart from other funds of the District.

2. Annual Reports. Upon the levy and collection of the Measure, the Governing Board shall cause an account to be established for the deposit of the proceeds, pursuant to Government Code Section 50075.1. For so long as any proceeds remain unexpended, the Superintendent or Chief Business Official of the District shall cause a report to be filed with the Governing Board no later than December 31 of each year, stating (1) the amount collected and expended in such year, and (2) the status of any projects or description of any programs funded. The report may relate to the calendar year, fiscal year, or other appropriate annual period, as said officer shall determine, and may be incorporated into or filed with the annual budget, audit, or other appropriate routine report to the Governing Board.

3. Independent Citizens’ Oversight Committee. The Board shall provide for the existing independent oversight committee to continue to ensure that moneys raised under this Measure are spent only for the purposes described in this Measure. The Committee shall continue to operate pursuant to its current requirements regarding the composition, Exhibit B-3
71 duties, funding and other necessary information regarding the Committee’s formation and operation, subject to revision by the Board.

G. Protection of Funding
Current law forbids any decrease in State or federal funding to the District resulting from the adoption of qualified special tax. However, if any such funding is reduced or affected because of the adoption of this local funding Measure, then the Board may reduce the amount of the qualified special taxes levied as necessary in order to restore such State or federal funding and/or maximize the District’s fiscal position for the benefit of the educational program. As a result, whether directly or indirectly, no funding from this measure may be taken away by the State or federal governments.

H. Severability
The Board hereby declares, and the voters by approving this Measure concur, that every section and part of this Measure has independent value, and the Board and the voters would have adopted each provision hereof regardless of every other provision hereof. Upon approval of this Measure by the voters, should any part of the Measure or taxing formula be found by a court of competent jurisdiction to be invalid for any reason, all remaining parts of the Measure or taxing formula hereof shall remain in full force and effect to the fullest extent allowed by law. *** Full Text Ends Here ***
Exhibit B-4
72 EXHIBIT C

FORMAL NOTICE OF SPECIAL TAX ELECTION
[For Use by County Superintendent]
NOTICE IS HEREBY GIVEN to the qualified electors of the Moraga School District of Contra Costa County, California, that in accordance with the provisions of the Education Code and the Government Code of the State of California, an election will be held on June 2, 2026, for the purpose of submitting to the qualified electors of the District the measure summarized as follows:

Moraga School District
Teacher Retention and Academic Preservation Measure
Shall the local school funding measure to attract and retain the best qualified teachers, continue effective science, technology, engineering, math, arts, music and reading programs, maintain manageable class sizes and prevent academic cuts and teacher/ educator layoffs by levying $295 per parcel, providing $1,700,000 annually, for 7 years, with senior exemptions, inflation adjustments, independent oversight, audits, and all funds supporting local elementary and middle school students, be adopted?
By execution of this formal Notice of Election the Contra Costa County Superintendent of Schools orders consolidation of the election with such other elections as may be held on the same day in the same territory or in territory that is in part the same.

The Contra Costa County Superintendent of Schools, by this Notice of Election, has called the election pursuant to a Resolution and Order of the Governing Board of the Moraga School District adopted _______, 2026, in accordance with the provisions of Education Code Sections 5302, 5325 and 5361.

IN WITNESS WHEREOF, I have hereunto set my hand this day, _____________, 2026.
_________________________
Lynn Mackey
Contra Costa County Superintendent of Schools
Pleasant Hill, California
Exhibit C
73 The Moraga School District (MSD) is known for its highly qualified teachers and award-winning academic programs that help prepare students for success in high school, college and the world ahead. The District hears from new parents and lifelong residents, that local schools are the reason many moved to Moraga, adding to the character of the community and impacting local property values.

Unreliable State and Federal Funding Are Putting a Strain on the Quality of Local Education Despite MSD’s continued academic successes, MSD is actually one of the lowest-funded school districts in the Bay Area, receiving some of the lowest levels of state funding in all of California. As a result, teacher compensation lags behind that of neighbors, and per-pupil funding is near the bottom of the list. MSD schools have planned cuts and layoffs by the end of the school year if an additional source of funding cannot be identified.

Mandatory Fiscal Accountability Could
Ensure That 100% of Funds Stay in Local Schools
Local Control of Funds:

All money raised would be controlled locally,
could only be used in local elementary and
intermediate schools, and could not be taken
away by the State
Mandatory Independent Oversight:

Annual financial audits and an independent
Citizens’ Oversight Committee would be required
Senior Exemption Available:

Homeowners aged 65 and older would be
eligible for an exemption from the cost of
the measure
Cannot Be Renewed Without Voter Approval:

The measure would include a 7-year sunset
Potential Parcel Tax Measure Could Provide a
Local Solution to Maintain School Funding
To offset these cuts and layoffs, the MSD Board of
Education is considering placing a $295 parcel tax
measure on the June 2, 2026 ballot. The measure
would generate $1,712,000 annually in locally controlled funding aimed at accomplishing three key goals:

Attracting and retaining highly qualified
teachers, counselors and educators
Continuing funding for effective science,
technology, engineering, arts, music, math
and reading programs
Maintaining manageable class sizes

A LOCAL FUNDING PLAN
to Help Avoid Teacher Layoffs
and Additional Cuts in Moraga Schools
We Want to Hear From You!
As we plan for the future, we welcome
input from our families and community
members. Please contact Dr. Julie Parks
at [email protected] with
any questions you may have, or visit
tinyurl.com/ProtectMSDFunding
for additional information.
moraga.k12.ca.us @MoragaSchoolDistrict
Attachment B
74 Moraga
School
District
Learning and Belonging Everyday
Attachment C
75 Town Hall Q&A
● Submit questions in person by signing up at the front table OR submit your question online using the QR code:
● Questions will be answered in the order received
● Our Q&A will run until 8:15pm
● Our contact information will be available at the end of the night 76 A Tradition of Excellence
Moraga School District regularly
performs in the top percentile of
California schools.

We offer a rich curriculum and
interventions, plus access to
enrichment like elementary science,
STEM electives, art, music, and library.

This is not extra in Moraga, it is how we
do business!
Moraga has maintained student
belonging as a priority and offers
counselors and Wellness Centers at
each school site. Student survey data
shows that our students are in the
80th percentile and above when
compared across the country in social
emotional learning.
77 Budgetary Reality
Moraga School District is amongst
the lowest funded in the state
through the Local Control Funding
Formula (LCFF). Approximately 22%
of our budget is funded through
local support - parcel taxes and MEF.

We have already made
approximately $1.1 M in cuts over the
last two years - with another
$500,000 coming next year.

Without local funding, it would not
be possible for Moraga to offer the
programming and opportunities
for students that make our school
district a destination.

Source: ed-data.org
78 MSD Is an LCFF District
50% of your property taxes go to benefit
schools. Cumulatively, Moraga does not
generate enough property taxes to fully fund
its allocation under LCFF. So our funding is
“topped up” with state income tax revenue.
79 MSD Is an LCFF District
In 2023-2024, MSD was
allocated $11,178 per
student under LCFF.
$7,897 of that came from
our property taxes. The
rest was made up from
income tax revenue.

We also received some
“one time” money from
the state as well as a small
amount of federal
revenue.

Local revenue includes
current parcel tax revenue
and MEF grants.
80 The Revenue Gap
Moraga has a
funding gap.

State funding does
not even cover the
cost of our most
valuable asset - our
staff.

Local support is
filling the gap, but
we are falling
behind. Without
additional revenue,
we can expect
continued cuts.
81 Impact on Moraga
82 83
Recruiting and Retaining
Maintaining our high
quality staff is a primary
reason for success - and
Moraga must stay
competitive to continue
to attract the best and
the brightest to support
our students.

Moraga School district
has a competitive top
salary. The middle of the
schedule needs some
adjustment that cannot
happen without
additional revenue.
84 Local Support
Our district needs ongoing
sustainable funding to continue
current programs and to continue
to innovate.

Local support is critical - both in the
form of parcel tax revenue and MEF
contributions. ● Every dollar stays local ● Fund student programs ● No dollars go toward administration
Parcel taxes and private donations
are the only way to guarantee
sustainable funding - that will stay
local - for our schools.
85 What is the gap in funding?
Our students each receive $6,616 less than students at the average elementary district in California.
86 What about MEF?
Thanks to community support, MEF was able to grant $1,765,000 to the Moraga School District this year. This makes a critical difference at our schools, funding people and programs that benefit every student, every day.

However, even with anticipated fundraising and other local revenue, our students still receive $4,602 less than they do at the average elementary district… and these funds are not
guaranteed: MEF starts at $0 every year and needs to raise every dollar it grants.
87 Community-Funded Grants Have Not Kept Pace
With Inflation
Despite the MEF grant
amount increasing over time,
the purchasing power of
grants has decreased.
88 “My Property Taxes Cover Schools”
Actually, local property taxes
only fund about 21% of the
total cost of running
California’s schools. Most of
the funding for our schools
comes from state income
taxes.
89 The funding
that Moraga
schools have
received from
the state and
federal
government has
been
consistently
below the
average
elementary
district in
California.

This has only
become more
extreme
following the
implementation
of LCFF.

Source: ed-data.org
90 When you add in local revenue (parcel taxes and MEF grants), MSD has historically been able to get to about the average funding in CA. But in recent years, as LCFF funding distribution has taken effect, our current local efforts are not having as much of an impact, and we are more than 10% below the average funding of an elementary school district in California.

Source: ed-data.org
91 Parcel Tax History for MSD
2004: Measure K ($325/parcel/year)
2013: Measure B ($192/year - expired in
2020)
2020: Measure M (Renewal of
Measure B at $192/year + inflation
adjustment)
Senior exemptions are available.

There has been no NEW parcel tax
funding since 2013
Current parcel taxes adjusted for
inflation are $822/year
92 Proposed Parcel Tax on June Ballot
The new parcel tax on the June ballot
will add an additional $295/year with
an inflation adjustment capped at 3%
a year and a senior exemption.

This would bring the total paid per
parcel to just about where our
current parcel taxes would stand,
adjusted for inflation.
93 What about our neighbors?
Moraga: $517
Measure K: $325/parcel/year
Measure M: $192/parcel/year + escalator
Orinda: $804
Measure A: $385/parcel/year
Measure B: $124/parcel/year
Measure Z: $295/parcel/year (will expire in 2030)
Lafayette: $829
Measure J&B: $539/parcel/year
Measure L: $290/parcel/year (expires in 2027)
Lafayette School Board is exploring a new parcel tax for the June ballot 94 Ready to take action? Here’s what you can do:

1. Support MEF! Even with additional parcel tax measures, we still rely on MEF dollars. Visit the website to donate today. moragaeducation.org

2. Support our parcel tax proposal by emailing our school board to and ask them to vote in favor of this measure [email protected]

3. Advocate for our district by reaching out to your local representatives:

California State Senator District 9
Tim Grayson sd09.senate.ca.gov/contact
California State Assembly Member District 16
Rebecca Bauer-Kahn bauer-kahan.asmdc.org/contact

4. Sign up to volunteer for our parcel tax campaign

5. Continue the dialogue! We are here to answer your questions:

Dr. Julie Parks [email protected]
Ana Moon [email protected]
Meghan Donnelly Hetke [email protected]
Jessica Gorelik [email protected]
95 DEPARTMENT REPORTS: 8B.

To: Honorable Mayor and Councilmembers
From: Nate Levine, Interim Public Works Director / Town Engineer Subject: Second Amendment to the Clean Coalition Professional Services Agreement
Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Adopt a Resolution authorizing the Town Manager to execute the Second Amendment to the Professional Services Agreement with Clean Coalition, increasing the scope of services and contract amount by $30,000, for a total amount not to exceed $182,250, and extending the Time of Performance through June 30, 2026.

BACKGROUND
On January 12, 2022, the Town Council authorized a professional services agreement with Santa Barbara-based Natural Capitalism Solutions, Inc. (doing business as “Clean Coalition”), for $60,000 and a contingency of $6,000 for a total contract amount of $66,000 to initiate a Town Facilities Energy Generation Study. This review was to include an analysis of the use of solar panels, battery storage, and small back-up generators at the Town Hall, Council Chambers, Library, and Hacienda properties.

On August 28, 2024, the Town Council approved an amendment to the Clean Coalition contract for additional financial study work, increasing the contract amount to $135,000 and the contingency to $17,250 for a total contract amount not to exceed $152,250.

DISCUSSION
Staff is requesting a $20,000 contract amendment for additional efforts required in the RFP process, and $10,000 for efforts to review the Power Purchase Agreement (PPA) contracts as part of the overall project. Increasing the contract amount for a total not to exceed $182,250. 96 FISCAL IMPACT
The contract amendment is recommended at a cost of $30,000. There is sufficient funding in CIP 23-108 to fund the contract increase with Clean Coalition, and no additional funding is requested.

CEQA COMPLIANCE
The Agreement with Clean Coalition for the Town Energy Generation Studies was determined to be exempt from the California Environmental Quality Act (CEQA) per §15306 on January 12, 2022, as this work involves technical studies and design work.

CEQA analysis for the construction of the Project will be conducted as part of the scope of services under the design contract.

ALTERNATIVES

1. Make revisions to the proposed Second Amendment to the Clean Coalitions Contract; or

2. Not adopt the proposed recommendations and provide an alternative direction to staff.

NEXT STEPS
Upon approval, staff will route the 2nd Amendment agreement for signatures.

ATTACHMENTS
Attachment A - DRAFT Resolution - Second Amendment - Clean Coalition Attachment B - Original Clean Coalition CSA
Attachment C - DRAFT Second Amendment
97 Attachment A
Resolution No. XX-2026 1 April 8, 2026

TOWN OF MORAGA

TOWN COUNCIL
RESOLUTION NO. xx-2026

SECOND AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT WITH NATURAL CAPITALISM SOLUTIONS, INC. DBA “CLEAN COALITION” OF SANTA

BARBARA, CA
WHEREAS, on January 12, 2022, the Town Council of Moraga authorized the Town Manager to execute a consultant service agreement with Natural Capitalism Solutions, Inc. dba “Clean Coalition” for Town Facility Energy Generation Study (including Resiliency/Redundancy Generators in the event of a power outage) for $60,000 with a 10% contingency of $6,000 for a total not to exceed amount of $66,000; WHEREAS, on August 28, 2024, the Town Council of Moraga authorized the Town Manager to amend the consultant service agreement with Natural Capitalism Solutions, Inc. dba “Clean Coalition” for Town Facility Energy Generation Study for an additional $75,000 with a 15% contingency of $11,250 for a total contract amount not to exceed of $152,250;
WHEREAS, Clean Coalition prepared the initial study and is most familiar with Moraga’s facilities, has the appropriate expertise, and has experience preparing these PPA RFPs, and will provide construction oversight and certification; and WHEREAS, the preparation of the PPA RFP is categorically exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15306.

BE IT FURTHER RESOLVED, that the Town Council hereby approves and authorizes the Second Amendment to the Consultant Services Agreement, increasing the contract amount by $30,000 for a total not to exceed of $182,250 with Natural Capitalism Solutions, Inc. dba “Clean Coalition” of Santa Barbara, CA for the additional effort required to review RFP process for facilitating the installation of microgrid systems through a Power Purchase Agreement (PPA) solicitation from preparing a request for proposal through the award of an agreement.

BE IT FURTHER RESOLVED that the Town Manager is hereby authorized to execute the Second Amendment to the Agreement, with minor revisions that may be approved by the Town Manager and the Town Attorney, and to execute any other necessary documents to effectuate the terms of the Agreement and Second Amendment. 98 Attachment B
99 Attachment B
100
Attachment B
101
Attachment B
102
Attachment B
103
Attachment B
104
Attachment B
105
Attachment B
106
107
108
109
110
111
112
113
114
115
116
Attachment C
1 SECOND AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT

THIS SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT (“First Amendment”) is entered into as of April 8, 2026 (“Effective Date”), by and between the Town of Moraga, a public body corporate and politic (“Town”) and Natural Capitalism Solutions, Inc. dba Clean Coalition (“Consultant”).

RECITALS
WHEREAS, on January 12, 2022, Town and Consultant entered into that certain Consultant Services Agreement (“Agreement”) whereby Consultant agreed to provide engineering services in connection with planning, investigation, surveying, design, bidding, construction engineering, and any other related ancillary activities related to the Town Facility Energy Generation Study Project No. 21-109; and
WHEREAS, on August 28, 2024, Town and Consultant amended the Agreement by increasing the contract by $75,000 for additional services relating to the preparation of a Power Purchase Agreement (PPA) Request for Proposal (RFP) to install microgrid energy systems at Town Facilities; and
WHEREAS, Town and Consultant desire to amend the agreement by increasing the contract amount by $30,000 for additional services relating to the preparation of a Power Purchase Agreement (PPA) and Request for Proposal RFP to install a microgrid energy system at Town Facilities.

AGREEMENT
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Recitals. The Parties agree that the foregoing recitals are true and correct and are hereby incorporated as terms of the Agreement.

2. Section 2. Scope of Services. The Parties agree that the Scope of Services of the Agreement shall be amended by adding the additional services identified in Exhibit 1 to the scope of services to be provided by Consultant.

3. Section 3. Time of Performance. The Parties agree that Section 3, Time of Performance in the Agreement shall be deleted and replaced with the following:
“3. The services of Consultant are to commence no sooner than January 13, 2022, and, subject to Town Council approval, be completed not later than June 30, 2026. Consultant shall perform its services in accordance with the schedule in Exhibit 2. Any changes to these dates in either this Section 3 or Exhibit 1 must be approved in writing by the Town of Moraga or its authorized representatives.”

4. Section 4. Compensation and Method of Payment. The Parties agree that Section 4(A), Compensation shall be deleted and replaced with the following:
117
Attachment C
2 “4.A. Compensation. The compensation to be paid to Consultant, including both payment for professional services and reimbursable expenses, shall be at the rate and schedules attached hereto as Exhibit “3”. However, in no event shall the amount Town pays Consultant exceed One Hundred Eighty-Two Thousand Two Hundred Fifty Dollars ($182,250). Payment by Town under this Agreement shall not be deemed a waiver of unsatisfactory work, even if such defects were known to the Town at the time of payment.”

5. Except as specifically modified by this Second Amendment, all other terms and conditions of the Agreement remain in full force and effect. [Signatures on Next Page]
118
Attachment C
3 IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by themselves or their duly authorized representatives as of the date first above written.

TOWN OF MORAGA
By:

Scott Mitnick,
Town Manager

CONSULTANT
By:

Name: ______________________________
Title:

Address:

Phone No.:

ATTEST:

By:

Amy Heavener,
Town Clerk
APPROVED AS TO FORM:

By:

Michelle Marchetta Kenyon,
Town Attorney
FUNDING:

By:

Katie Bruner,
Administrative Services Director
Attachments:

Exhibit 1 – Clean Coalition Proposal
Exhibit 2 – Clean Coalition Schedule of Performance
Exhibit 3 – Clean Coalition Rate Schedule
119
Attachment C
4 EXHIBIT 1
Clean Coalition Proposal
Additional work for the completion of the RFP stage:

1. extra efforts that are required in the RFP process, including: ($20,000) • Work involved in coordinating, evaluating, and incorporating the parking lot and Library roof add alts into the RFP process.
• Work involved in updating solar siting designs after electrical lines were discovered at the Library and Town Hall.
• Work involved in updating the RFP and notifying proposers of additional solar siting locations after the Town decided to reconsider ground-based solar siting at all facilities.
• Work involved in organizing and updating proposers on how to access the single-line and structural diagrams due to the Town’s legal complications related to sharing these documents.
• Work involved in organizing a second site walk and document viewing for proposers once the legal issues around sharing the single-line and structural diagrams were resolved.

2. for the extra efforts to review Moraga's proposed PPA contracts. ($10,000) 120
Attachment C
5 EXHIBIT 2
Schedule of Performance
The services of Consultant are to commence no sooner than January 13, 2022, and, subject to Town Council approval, be completed not later than June 30, 2026. 121
Attachment C
6 EXHIBIT 3
Clean Coalition Rate Schedule
Table 1: Clean Coalition hourly rates
Consultant’s
Organizational
Title
Hourly Rate
Executive Director $285
Director & Senior Engineer $195
Manager & Engineer $165
Associate $95
Intern $65
122
PUBLIC HEARING: 9A.

To: Honorable Mayor and Councilmembers
From: Nate Levine, Interim Public Works Director/Town Engineer Katie Bruner, Administrative Services Director
Subject: Town Facilities Energy Reliability Project– Proposed Agreement, Recommended Financing, and Project Budget
Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Conduct the Public Hearing and adopt a Resolution:

1. Determining that the anticipated cost to the Town of the Town Facilities Energy Reliability Project is less than the projected energy utility costs to be consumed by the Town over the useful life of the project, as required by California Government Code Section 4217;

2. Authorizing the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor nonsubstantive revisions as approved by the Town Manager and Town Attorney;

3. Authorizing the Town Engineer to execute change orders within the contingency;

4. Authorizing a 0%, 20-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $675,000;

5. Appropriating an additional $545,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,740,000; and

6. Finding the proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15303 (Class 3-New Construction or Conversion of Small Structures).

BACKGROUND
123
The Town has been evaluating energy reliability improvements for key municipal facilities in response to repeated PG&E Public Safety Power Shutoff (PSPS) events and other outages, as well as the Town’s need for improved backup power and continuity of operations.

On March 11, 2026, the Town Council received a project update, reviewed project alternatives, and selected Option 3 – Generators + Solar as the preferred project direction for the Town Facilities Energy Reliability Project. Under that option, the Town will install new backup generators at Town Hall, the Corporation Yard, and the Library, along with solar improvements at Town Hall and the Library. Staff was directed to continue working with the selected vendor to refine the scope, schedule, and contract terms, and to return to the Town Council with a proposed agreement for consideration.

Since that meeting, staff has worked with Excite Energy to refine the proposed project scope, implementation approach, and contract terms. Staff has also continued to evaluate project financing options, including external and internal financing.

DISCUSSION
The purpose of this item is to conduct the public hearing required under California Government Code Section 4217, consider approval of the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, and provide direction regarding the project financing approach.

Since the March 11, 2026, Town Council meeting, staff has worked with Excite Energy to refine the proposed agreement, confirm the project scope, and evaluate implementation and financing options for the Town’s preferred project direction, Option 3 – Generators + Solar.

The proposed agreement (Attachment C) reflects the project scope that staff believes best balances resiliency, site compatibility, and financial performance. Compared to the broader microgrid concepts previously evaluated, this refined approach reduces project complexity while still addressing the Town’s primary backup power needs and providing utility cost savings.

This item is also being presented under Government Code Section 4217, which allows the Town to enter into an energy service contract if the Town Council finds, at a duly noticed public hearing, that the anticipated cost of the project is less than the projected energy utility costs that would be consumed by the Town over the useful life of the project. The required public hearing is part of this agenda item.

Following the recent rain event on April 1, 2026, Town staff identified a roof leak at Town Hall and subsequently reviewed the available roof history. That review indicated that the Town Hall roof is older than previously understood, has exceeded its useful life, and will need to be replaced before the solar panels are installed. While estimates to repair the roof are being obtained, staff has conservatively estimated needing an additional $75,000 for the roof replacement.

Financing Options
CIP 23-108 was authorized in the Town's Fiscal Year (FY) 2025-26 and FY 2026-27 Capital Budget, with a total project budget of $1,195,000. Project funding sources include American 124
Rescue Plan Act (ARPA) funds, Measure J, Measure K, Government Impact Fees, and Public Education Government Access (PEG) funds. With the revised project scope no longer placing solar panels at Council Chambers, staff does not recommend using the $130,000 in PEG funds authorized in FY 2025-26. This leaves $1,065,000 in available project funding. With a revised total project cost of $1,740,000, a financing gap of $675,000 remains.

Staff has evaluated both external financing and internal Town financing for the project. After discussions with several loan agents, current loan rates range from 4.5% to upwards of 6%, plus origination costs, and the process would add time, costs, and administrative complexity to project delivery. With an internal loan from the Palos Colorados Fund, Town Council would set the repayment terms. Alternatively, Town Council could choose to use General Fund Reserves or Palos Colorados Funds for this project and not issue an internal loan.

The table below compares the total cost and annual payment for a $675,000 20-year loan.

Staff assumes that the Federal Investment Tax Credit (FITC) Direct Pay the Town will receive, in the amount of $148,494, will be used as an early loan payment.

Internal Loan
0%
Internal Loan
2%
External Loan

5.65%
Loan Amount $675,000 $675,000 $675,000
Origination Costs $0 $0
$75,000 -
$100,000
Term 20 years 20 years 20 years
FITC Direct Pay $148,494 $148,494 $148,494
Annual Payment $26,325 $43,053 $58,850
Total Payments $675,000 $861,054 $1,176,990
Staff recommends an interest-free, 20-year internal Town loan from the Palos Colorados Fund to the General Fund for funding this project. The Palos Colorados Fund has an audited fund balance of $2,785,733 as of June 30, 2025. Staff believes this approach provides the most practical path forward because it avoids unfavorable external borrowing terms, simplifies implementation, and allows the Town to move more efficiently toward construction.

Additionally, an internal loan would be the payment of last resort, allowing staff to only finance the portion of the project costs that are actually incurred. An internal loan will also not reduce the Town's future bonding capacity should a need for debt issuance be identified in the future.

Loan terms and an amortization schedule for a 0%, 20-year internal loan is included as Attachment B.

Projected Savings
Government Code Section 4217 requires that the anticipated cost of the project is less than the projected energy utility costs that would be consumed by the Town over the useful life of the project. Projected project savings incorporate the cost of financing, energy costs, and operations and maintenance expenditures less annual project energy savings and the $148,494 FITC the Town will receive for this project.

Total projected savings over a 20-year period are projected as follows for the following financing scenarios:
125
Internal Loan
0%
Internal Loan
2%
External Loan

5.65%
20-Year Projected
Savings
$400,918 $250,390 -$65,546

FISCAL IMPACT
Staff recommends Council appropriate an additional $545,000 for CIP 23-108 for a total project budget of $1,740,000. The total project budget consists of:
$890,066 for the Excite Energy contract;
$375,000 for separate Town Hall parking lot work;
$125,000 in Town-incurred costs outside the Excite contract (e.g., tree trimming, project support, and other contract services). This total includes the Clean Coalition contract amendment that is being presented as a separate staff report on the 04/08/26 agenda; $172,300 in staff and consultant costs expended to-date; $102,634 for project contingencies;
$75,000 for 329 Rheem Roof Replacement.

Funding sources for CIP 23-108 include ARPA funds, Measure J, Measure K, Government Impact Fees, and PEG funds, as well as the recommended internal loan from the Palos Colorados Fund to the General Fund, as detailed in CIP Project page, Attachment D.

The Town currently has approximately $880,000 in remaining CIP funding for this overall effort. Because the total project cost exceeds the currently available CIP budget, staff recommends funding the project through an internal Town loan from the Palos Colorados Fund to the General Fund of up to $675,000. Under this approach, available CIP funds would be used for a portion of the overall project cost, with the remaining amount financed internally over a 15-year period. As shown in the loan terms, Attachment B, the Town's Federal ITC Direct Pay of $148,494 would be used as part of the loan payment in year 2, with all other loan payments around $26,325 per year.

In issuing a 20-year, interest free loan, the Town’s General Fund would not receive approximately $23,000 per year in interest, assuming a 3.5% interest rate.

CEQA COMPLIANCE
The proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15301 (Class 1 – Existing Facilities), which applies to the repair, maintenance, and minor alteration of existing public facilities involving negligible or no expansion of use and Section 15303 (Class 3-New Construction or Conversion of Small Structures), which applies to the construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the Structure including but not limited to utility extensions and accessory structures. The project consists of improvements to existing Town facilities, including generator and related electrical upgrades and limited solar improvements. Staff has also determined that and Section 15303 (Class 3-New Construction or Conversion of Small Structures), which applies 126
to the construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the Structure including but not limited to utility extensions and accessory structures. The project consists of improvements to existing Town facilities, including generator and related electrical upgrades and limited solar improvements. Staff has also determined that none of the exceptions to categorical exemptions set forth in CEQA Guidelines Section 15300.2 apply.

ALTERNATIVES

1. Direct staff to return with additional analysis; or

2. Make revisions to the recommendations and provide direction to staff.

NEXT STEPS
Upon approval of the proposed Resolution, staff will:

1. Finalize and execute the agreement with Excite Energy.

2. Complete the internal loan and project funding setup.

3. Coordinate final project sequencing and schedule (Attachment E) with Excite Energy.

4. Complete remaining implementation tasks needed to move the project into construction.

ATTACHMENTS
Attachment A - Draft Resolution - Energy Generation Project Attachment B - Palos GF Loan Terms
Attachment C - Energy Solutions Draft Agreement
Attachment D - Revised CIP Project Sheet
Attachment E - Proposed Project Schedule
Addendum - Redlined Version of Original Staff Report
Addendum to Attachment A - Revised Draft Resolution
Addendum to Attachment B - Revised Palos GF Loan Terms
Addendum to Attachment C - Draft Agreement
Addendum to Attachment D - Revised CIP Project Sheet
Addendum - Public Comment Received
127
Attachment A
Resolution No. XX-2026 1 April 8, 2026

TOWN OF MORAGA

TOWN COUNCIL
RESOLUTION NO. xx-2026

DETERMINING THE ANTICIPATED COST TO THE TOWN OF IS LESS THAN THE

PROJECTED ENERGY UTILITY COSTS CONSUMED BY THE TOWN OVER THE USEFUL LIFE OF THE TOWN FACILITIES ENERGY RELIABILITY PROJECT;

AUTHORIZING THE TOWN MANAGER TO FINALIZE AND EXECUTE AN AGREEMENT WITH EXCITE ENERGY; AUTHORIZING A LOAN FROM THE PALOS

COLORADOS FUND TO THE GENERAL FUND AND AUTHORIZING INCREASED APPROPRIATIONS FOR CIP 23-108, TOWN FACILITIES ENERGY RELIABILITY;

AND FINDING THE PROJECT EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS 15301 AND 15030
WHEREAS, on March 11, 2026, the Town Council received a project update, reviewed project alternatives, and selected Option 3 – Generators + Solar as the preferred project direction for the Town Facilities Energy Reliability Project. Under that option, the Town would install new backup generators at Town Hall, the Corporation Yard, and the Library, along with solar improvements at Town Hall and the Library. Staff was directed to continue working with the selected vendor to refine the scope, schedule, and contract terms, and to return to the Town Council with a proposed agreement for consideration; WHEREAS, since the March 11, 2026, Town Council meeting, staff has worked with Excite Energy to refine the proposed agreement, confirm the project scope, and evaluate implementation and financing options for the Town’s preferred project direction; WHEREAS, CIP 23-108 was authorized with a project budget of $1,195,000 in the FY 2025-26 and FY 2026-27 Capital Improvement Budget;
WHEREAS, the revised project scope of work estimates the total project cost to be $1,641,311;
WHEREAS, staff has identified a funding gap of $586,311; WHEREAS, staff has evaluated both external and internal financing for the project and recommends a 0% interest, 15-year internal loan from the Palos Colorados Fund to the General Fund;
WHEREAS, as of June 30, 2025, the Palos Colorados Fund has an audited fund balance of $2,785,733;
WHEREAS, The Town Council of Moraga held a public hearing on April 8, 2026, as required by California Government Code Section 4217, et. seq.; 128
Attachment A
Resolution No. XX-2026 2 April 8, 2026
WHEREAS, California Government Code Section 4217, et. seq., authorizes the Town Council to enter into an Energy Services Contract for the implementation of energy related improvements if the Council finds that it is in the best interest of the Town to enter into such Energy Service Contract and that the anticipated cost to the Town for thermal or electrical energy or conservation services provided by Excite Energy under the contract will be less than the anticipated marginal cost to the City/County of thermal, electrical, or other energy that would have been consumed by the City/County in absent of those purchases; and
WHEREAS, the proposed Energy Service Contract by and between the town and Excite Energy for the implementation of certain energy measures whose cost to the Town such for thermal or electrical energy or conservation services provided under the Energy Service Contract will be less than the anticipated marginal cost to the Town of thermal, electrical, or other energy that would have been consumed by the Town absent of the implementation of the improvements under the Energy Service Contract.

NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Moraga, hereby makes the following findings and determinations:

1. Determines the anticipated cost to the Town for the Town Facilities Energy Reliability project will be less than the anticipated marginal cost to the Town thermal, electrical or other energy that would have been consumed by the Town over the useful life of the project in the absence of such project, as required by California Government Code Section 4217 et seq.

2. That it is in the Town’s best interest to authorize the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project pursuant to Government Code Section 4217, et. seq., for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney.

3. Authorize the Town Engineer to execute change orders within the contingency.

4. The proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15301 (Class 1 – Existing Facilities), which applies to the repair, maintenance, and minor alteration of existing public facilities involving negligible or no expansion of use and Section 15303 (Class 3-New Construction or Conversion of Small Structures), which applies to the construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the Structure including but not limited to utility extensions and accessory structures. The project consists of improvements to existing Town facilities, including generator and related electrical upgrades and limited solar improvements. None of the exceptions to categorical exemptions set forth in CEQA Guidelines Section 15300.2 apply. 129
Attachment A
Resolution No. XX-2026 3 April 8, 2026

5. Authorize a 0%, 15-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $600,000, with terms as outlined in Exhibit A to this resolution.

6. Authorize appropriating an additional $446,311 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,641,311.

7. The Town Manager or their designee is authorized and directed to take all actions necessary and proper to implement this resolution. 130
15 years
June 30, 2028
Fixed 0%
Not to Exceed $600,000
Year Interest Principal Total Payment Loan Balance
1 $0 $31,506 $31,506 $568,494
2 $0 $178,494 $178,494 $390,000
3 $0 $30,000 $30,000 $360,000
4 $0 $30,000 $30,000 $330,000
5 $0 $30,000 $30,000 $300,000
6 $0 $30,000 $30,000 $270,000
7 $0 $30,000 $30,000 $240,000
8 $0 $30,000 $30,000 $210,000
9 $0 $30,000 $30,000 $180,000
10 $0 $30,000 $30,000 $150,000
11 $0 $30,000 $30,000 $120,000
12 $0 $30,000 $30,000 $90,000
13 $0 $30,000 $30,000 $60,000
14 $0 $30,000 $30,000 $30,000
15 $0 $30,000 $30,000 $0
Payments The Federal Investment Tax Credit (FITC) shall be applied as payment to the loan upon receipt
Terms to the Palos Colorados Fund Loan to the General
Fund for CIP 23-108: Town Facilities Energy Reliability Length of Loan
1st Payment due
Rate
Amount
Distribution of
Loan Funds
Annual payments are expected to be $30,000, based on
the amortization schedule shown below.

Loan payments will be transferred by Finance staff from the General Fund into the Palos Colorados Fund
The first payment shall be made on June 30, 2027
Payments shall be made annually, each June 30th.

Funds will be distributed as expenses occur, as tracked and accounted for in the Town's financial system using
the same process for all Capital Projects.

Should the amount of the project funding needed be less than $600,000, the Palos Colorados Fund will loan the
General Fund the actual amount of the project, including soft costs such as staff time.

Attachment B - Palos Colorados Fund Loan to General Fund for CIP 23-108 131

ENERGY SOLUTIONS MASTER AGREEMENT
by and between
Town of Moraga
a California municipal corporation
and
SolarNorcal, LLC
(d/b/a Excite Energy)
5174 Hillsdale Cir.

El Dorado Hills, CA 95762
4/08/2026
Attachment C
132
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Table of Contents

1. Definitions...........................................................................................................................1

2. Contractor Certifications. .................................................................................................1

3. General................................................................................................................................2

3.1 Scope of Work .........................................................................................................2

3.2 Contract Price...........................................................................................................2

3.3 Protective Measures.................................................................................................2

3.4 Prevailing Wage.......................................................................................................2

3.5 Employment of Apprentices

3.5 Site Conditions.........................................................................................................4

3.6 Labor........................................................................................................................4

3.7 Insurance..................................................................................................................5

3.8 Performance of the Work.........................................................................................5

3.9 Hazardous Materials. ...............................................................................................6

3.10 Suspension of the Work...........................................................................................6

3.11 Taxes........................................................................................................................7

3.12 Liens.........................................................................................................................7

3.13 Compliance with Applicable Laws..........................................................................7

3.14 Energy Credits. ........................................................................................................7

3.15 Title; Risk of Loss....................................................................................................8

4. Price and Payment. ............................................................................................................8

4.1 Contract Price...........................................................................................................8

4.2 Payment....................................................................................................................9

5. Commencement and Completion. ..................................................................................10

5.1 Commencement and Substantial Completion........................................................10

5.2 Final Completion. ..................................................................................................11

5.3 Inspection...............................................................................................................12

6. Representations and Warranties....................................................................................12

6.1 Representations and Warranties of Contractor. .....................................................12

6.2 Representations and Warranties of Town..............................................................14 133
ii

7. Breach and Termination. ................................................................................................14

7.1 Termination by Town for Cause............................................................................14

7.2 Termination by Town for Convenience.................................................................15

7.3 Termination by Contractor.....................................................................................15

7.4 Indemnity. ..............................................................................................................16

7.5 Limitations of Liability..........................................................................................17

8. Miscellaneous....................................................................................................................18

8.1 Representatives. .....................................................................................................18

8.2 Ownership of Plans, Data, Reports and Material...................................................18

8.3 Governing Law. .....................................................................................................18

8.4 Force Majeure. .......................................................................................................19

8.5 Dispute Resolution.................................................................................................19

8.6 Notices and Demands. ...........................................................................................19

8.7 Public Records Act Disclosure. .............................................................................20

8.8 Time of Essence.....................................................................................................20

8.9 Validity. .................................................................................................................20

8.10 Binding Effect........................................................................................................20

8.11 Modifications. ........................................................................................................20

8.12 Headings. ...............................................................................................................20

8.13 Counterparts; Signature Pages. ..............................................................................20

8.14 Announcements and Publications..........................................................................21

8.15 Complete Agreement. ............................................................................................21

8.16 No Agency. ............................................................................................................21

8.17 Priority of Documents............................................................................................21

8.18 Assignment. ...........................................................................................................21

8.19 No Waiver..............................................................................................................21 134
iii
Exhibits:

Exhibit A Definitions
Exhibit B Certifications
Exhibit B-1 Drug-Free Workplace / Tobacco-Free Environment Certification Exhibit B-2 Non-Collusion Declaration
Exhibit C Work Orders
Exhibit D Insurance
Exhibit E Certificate of Substantial / Final Completion and Acceptance Exhibit F Notice to Proceed
135
1 Energy Solutions Master Agreement
This Facility Solutions Agreement (“Agreement”), dated as of _____________, 2026, (“Effective Date”), is by and between [•], a California municipal corporation(the “Town”) and SolarNorcal, LLC, a California limited liability company d/b/a Excite Energy, CSLB #1018541 (the “Contractor”). The Town and Contractor may each be referred to herein as a “Party” and collectively as the “Parties.”
Recitals
Whereas, Town desires to reduce energy consumption and operational expenses through the installation of energy conservation and energy generation technologies (“System”); Whereas, California Government Code § 4217.10 et seq. authorizes Counties to enter into agreements, contracts and related documents with private sector entities for developing energy generation and conservation projects upon Town’s finding that the anticipated costs for such services provided under this Agreement, together with any financing costs, will be less than the anticipated marginal energy costs to Town;
Whereas, Town has assigned specific areas on Town properties (each, a “Site”) on which the solar and energy conservation measures (each one, a “System”) will be constructed; Whereas, Town desires to engage Contractor to install energy efficiency upgrades, design, supply and install selected and listed scope of work at each Site; and Whereas, Contractor desires to provide such turnkey upgrades, design, supply and installation services, all in accordance with the terms and conditions set forth in this Agreement.

Now Therefore, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. Unless otherwise required by
the context in which any term appears: (a) capitalized
terms used in this Agreement shall have the respective
meanings set forth in Exhibit A; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation,” (d) references to “Sections” and “Exhibits” shall be to sections and
exhibits of this Agreement; (e) the words “herein,”
“hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection; and (f) references to this Agreement shall include a reference to all attached Exhibits, as the same may be amended,
modified, supplemented or replaced from time to time.

2. Contractor Certifications. This
Agreement includes each of the certifications and
declarations identified on Exhibit B, each of which shall be attached as an exhibit hereto and each of which must be completed by Contractor prior to commencement of the
work on the Systems.
136
2 3. General.

3.1 Scope of Work
(a) Contractor shall furnish to Town turnkey energy efficiency upgrades and the engineering, design, permitting, procurement, construction management, installation, construction, monitoring, and commissioning of energy generation systems (each one a “System”) installed at various sites (collectively, the upgrades and Systems shall be referred to as the “Project”).
(b) Operations and maintenance are not a part of this Agreement. Town shall enter into a separate contract for operations and maintenance. (c) Project will be executed by individual Work Orders for each Project that are independently executed and attached in Exhibit C (“Work”). (d) Work shall be performed in accordance with this Agreement, including the Exhibits attached hereto.

3.2 Contract Price. Subject to adjustments and/or the issuance of additional of Work Orders as set forth in this Agreement, Contractor agrees to perform the Work for the price as defined in each Work Order (“Work Order Price”) as detailed in Exhibit C. The total value of the Contract is the summation of the Work Order Prices, as updated from time to time (“Contract Price”). Payment of the Contract Price shall be made in compliance with the process described in Exhibit C.

3.3 Protective Measures.
(a) Contractor shall be responsible for all injury or damage to individuals or property that may occur as a result of its fault or negligence, or that of its Subcontractors, in connection with the performance of the Work, subject to the limitation of liability contained in Section 7.5.
(b) Contractor shall take all reasonably necessary precautions for the safety of its employees and any and all other individuals present on the Site where the System is located and prevent accidents or injury to individuals on, about, or adjacent to the premises where the Work is being performed.
(c) Contractor shall keep the relevant part of the Site where the System is located and surrounding areas free from accumulation of waste materials or rubbish caused by the Work, and at the end of each Day that the Contractor performs the Work, Contractor shall remove any debris, store such debris in containers at its sole expense, and leave the Site in a clean and orderly condition. Upon Final Completion, Contractor shall remove from the relevant part of the Site where the System is located all waste materials, rubbish, debris, debris containers, tools, Equipment, machinery and surplus materials from the Site and leave the Site in a clean and orderly condition.

3.4 Prevailing Wage.
(a) California Labor Code. Contractor shall comply with all applicable provisions of the California Labor Code, Division 2, Part 7, Chapter 1, Articles 1-5, including (without limitation) the payment of the general prevailing per diem wage rates for public work projects in excess of $1,000. In addition, Contractor and each Subcontractor shall comply 137
3 with Chapter 1 of Division 2, Part 7 of the California Labor Code, commencing with Section 1720, and including Sections 1735, 1777.5 and 1777.6 forbidding discrimination, and Sections 1776, 1777.5 and 1777.6 concerning the employment of apprentices by Contractor or Subcontractor. (b) Certified Payroll Records. This Project is subject to the requirements of Subchapter 4.5 of Chapter 8 of Title 8 of the California Code of Regulations.

Contractor and all subcontractors must furnish certified payroll records to the Department of Industrial Relations’ Compliance Monitoring Unit at least monthly, or within ten Business Days of any separate request by the Compliance Monitoring Unit, in the manner required by the Compliance Monitoring Unit.
(c) Payment Withholding. Pursuant to 8 CCR 16463(e), the Town may withhold contract payments when payroll records are delinquent or inadequate or as required by the Labor Commissioner. The amount withheld shall be limited to those payments due or estimated to be due to the Contractor or Subcontractor whose payroll records are delinquent or inadequate, plus any additional amount that the Labor Commissioner has reasonable cause to believe may be needed to cover a back wage and penalty assessment against the Contractor or Subcontractor whose payroll records are delinquent or inadequate; provided that the Contractor shall be required in turn to cease all payments to a Subcontractor whose payroll records are delinquent or inadequate until the Labor Commissioner provides notice that the Subcontractor has cured the delinquency or deficiency.
(d) Site Access.
(i) Contractor shall provide site access to Town personnel upon request.
(ii) Construction staging areas, storage areas, access, parking, Site use, etc. must be approved and acceptable to Town at all times. Site access and use will be limited. At no times shall public roads or sidewalks be blocked. (iii) Driveways and Entrances: Contractor shall keep driveways, entrances, and fire access roads clear and available to Town, Town’s employees, and emergency vehicles. Contractor shall not use these areas for parking or storage of materials. (iv) Contractor shall schedule deliveries to minimize use of driveways and entrances.
(v) Contractor shall schedule deliveries to minimize space and time requirements for storage of materials and equipment on-site. (vi) Parking: Designated Contractor parking areas will be assigned. All vehicles should be locked as the Town cannot guarantee observation of Contractor or public vehicles.
(vii) Contractor shall confine operations on the Site to areas indicated in the Contract Documents and as directed by Town. Portions of the Site beyond areas on which Work is indicated are not to be disturbed. Contractor shall conform to Site rules and regulations affecting the Work while engaged in project construction. (e) Prevailing Wage Notice. On each job site that is subject to compliance monitoring and enforcement by the Department of Industrial Relations, the Contractor shall post at appropriate, conspicuous, weatherproof points at the site the Notice of Projects Subject 138
4 to Requirements of Subchapter provided in Title 8, section 16451(d) of the California Code of Regulations.

3.5 Employment of Apprentices
(a) Contractor and all subcontractors shall comply with the requirements of Labor Code sections 1777.5 and 1777.6 in the employment of apprentices. (b) Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.
(c) Knowing violations of Labor Code section 1777.5 will result in forfeiture not to exceed one hundred dollars ($100.00) for each calendar day of non-compliance pursuant to Labor Code section 1777.7.
(d) The responsibility for compliance with this Article shall rest upon the Contractor.

3.6 Site Conditions.
(a) Contractor has conducted a full and complete visual inspection of each Site, including (a) the readily apparent surface conditions of any areas where a System will be installed in or on the ground, including areas where utilities are located such as manhole covers, pull boxes, marked underground service areas, etc., (b) all staging, storage, delivery, and other areas necessary to perform the Work, (c) ingress to and egress from each Site for all supplies, personnel and Equipment, and (d) all as-built drawings, Site layout, easement and other documentation provided by Town to Contractor, and (e). extent of the Work, locality, actual conditions, as built conditions, and all local conditions and federal, state and local laws and regulations that in any manner may affect cost, progress, performance or furnishing of Work or which relate to any aspect of the design and the means, methods, techniques, sequences or procedures of construction to be employed by Contractor and safety precautions and programs incident thereto, and (f) has considered the physical conditions at or contiguous to the sites or otherwise that may affect the cost, progress, performance or furnishing of the Work, as Contractor considers necessary for the performance or furnishing of the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of Contract Documents. (b) If any conditions exist, arise, or are discovered at the Sites that differ materially from those conditions known to Contractor or that should have reasonably been known to Contractor based on the inspections set forth in this Section, including without limitation, conditions related to Hazardous Materials or archeological findings, soils conditions, ground water, rock, caving, or subsurface obstructions of which Contactor was not aware on the date of this Agreement or could not reasonably be expected to anticipate based on the inspection described above, and such conditions involve the incurrence by Contractor of any material expenses to correct or accommodate such conditions (hereinafter, “Unanticipated Condition”), Contractor shall submit a request for a Change Order to Town. Town and Contractor may mutually agree to modify the Work to offset the Change Order request to comply with Town budget limits.

3.7 Labor. Contractor shall be responsible for all Contractor labor-related delays or disruption of the progress of the Work. Contractor shall promptly take any and all reasonable steps that may be available in connection with the resolution of violations of collective 139
5 bargaining agreements or labor jurisdictional disputes. Contractor shall advise Town promptly in writing of any actual or threatened labor dispute of which Contractor has knowledge that might materially affect the performance of the Work by Contractor or by any of its Subcontractors.

Notwithstanding the foregoing, (a) the settlement of strikes, walkouts, lockouts or other labor disputes shall be at the discretion of the Party having the difficulty, (b) a labor-related delay shall not give rise to a change in the Construction Schedule unless such delay constitutes a Force Majeure Event under paragraph (c) of the definition thereof, and (c) in no event will labor-related delays or difficulties give rise to additional payments to Contractor.

3.8 Insurance.
(a) Contractor and Town, at their own expense, shall procure or cause to be procured and maintain or cause to be maintained in full force and effect at all times commencing no later than commencement of the Work at the Site and until Final Completion, all insurance coverage specified in Exhibit D.
(b) Town and any lenders to the Town shall be added as additional insureds under the commercial general liability, automobile liability and umbrella/ excess liability insurance procured and maintained by Contractor in connection with the Work. Contractor shall not add Town or any lender as additional insureds under its worker’s compensation insurance policy.
(c) Each Party shall furnish current certificates indicating that the insurance required under this Agreement is being maintained. Each Party’s certificate shall contain a provision whereby the insurer agrees to give the other Party 30 Calendar days (or ten Calendar days in the event of failure to pay premiums) written notice before the insurance is cancelled.

3.9 Performance of the Work.
(a) Contractor shall supervise and direct the Work, using Contractor’s best skill and attention. Contractor shall be solely responsible for all methods, techniques, sequences and procedures, and shall coordinate all portions of the Work. Town will deal only through Contractor, who shall be responsible for the proper execution of the entire Work. (b) Contractor agrees to use, and agrees that it shall require each of its Subcontractors to use, only personnel who are qualified and properly trained and who possess every license, permit, registration, certificate or other approval required by Applicable Law or any Governmental Authority to enable such Persons to perform their Work involving any part of Contractor’s obligations under this Agreement.
(c) Contractor agrees that all materials and Equipment to be supplied or used by Contractor or its Subcontractors in the performance of its obligations under this Agreement shall be new (if being incorporated into the System) or in good operating condition (if not being incorporated into the System) and fit for the use(s) for which they are employed by Contractor or its Subcontractors. Such materials and Equipment shall at all times be maintained, inspected and operated pursuant to Industry Standards and as required by Applicable Law. Contractor further agrees that all licenses, permits, registrations and certificates or other approvals required by Applicable Law or any Governmental Authority will be procured and maintained for such materials and Equipment at all times during the use of the same by Contractor or its Subcontractors in the performance of any of Contractor’s obligations under this Agreement. 140
6 3.10 Hazardous Materials.
(a) Contractor hereby specifically agrees to indemnify, defend and hold Town, their present and future Board members, administrators, employees, agents, representatives, successors and assigns harmless from and against any and all losses, liabilities, claims, demands, damages, causes of action, fines, penalties, costs and expenses (including, but not limited to, all reasonable consulting, engineering, attorneys’ or other professional fees), that they may incur or suffer by reason of:
(i) any release of a Hazardous Material brought on to the Site by Contractor, or any pre-existing Hazardous Materials that, through Contractor’s negligence, are released or disturbed at the Site;
(ii) any enforcement or compliance proceeding commenced by or in the name of any Governmental Authority because of an alleged, threatened or actual violation of any Applicable Law by Contractor; and
(iii) any action reasonably necessary to abate, remediate or prevent a violation or threatened violation of any Applicable Law by Contractor. (b) Town hereby specifically agrees to indemnify, defend and hold Contractor, its present and future direct or indirect parents, subsidiaries, affiliates, divisions, and their respective directors, officers, employees, shareholders, agents, representatives, successors and assigns harmless from and against any and all losses, liabilities, claims, demands, damages, causes of action, fines, penalties, costs and expenses (including, but not limited to, all reasonable consulting, engineering, attorneys’ or other professional fees), that they may incur or suffer by reason of:
(i) any release of a Hazardous Material brought on to the Site by Town, Town Representative, or Third Party and any pre-existing Hazardous Material except pre-existing Hazardous Material released or disturbed at the Site through Town’s negligence; (ii) any enforcement or compliance proceeding commenced by or in the name of any Governmental Authority because of an alleged, threatened or actual violation of any Applicable Law by Town or Town Representative; and (iii) any action reasonably necessary to abate, remediate or prevent a violation or threatened violation of any Applicable Law by Town or Town Representative.

3.11 Suspension of the Work.
(a) If Contractor does not receive payment of any undisputed invoices submitted in accordance with Section 4.2, Contractor shall have the right, upon not less than 15 Business days written notice, to suspend the Work under this Agreement. Contractor shall be entitled to compensation for all undisputed amounts under this Agreement. If Town issues full payment of the undisputed invoice within 15 Business days of written notice of intention to suspend, the notice of intention to suspend shall have no further force or effect and Contractor shall continue to perform the services hereunder as if the notice of intention to suspend had not been given. In the event of any such suspension, Contractor shall be entitled to request (i) an extension of the deadlines of this Agreement for the same period of the suspension, and (ii) the reimbursement of the additional costs and expenses, if any, reasonably incurred and substantiated 141
7 by Contractor (provided Contractor undertakes reasonable efforts to mitigate such costs and expenses) in protecting, securing or insuring the Work, the delay resulting from such suspension, and in resumption of the Work. If a suspension of the Work under this Section continues for more than two months, Contractor shall be entitled to, at its sole discretion, terminate this Agreement. (b) Town may suspend the Work temporarily at its discretion. In the event of any such suspension, Contractor shall be entitled to request (i) an extension of the deadlines of this Agreement for the same period of the suspension, and (ii) the reimbursement of the additional costs and expenses, if any, reasonably incurred and substantiated by Contractor (provided Contractor undertakes reasonable efforts to mitigate such costs and expenses) in protecting, securing or insuring the Work, the delay resulting from such suspension, and in resumption of the Work. If a suspension of the Work under this Section 3 continues for more than six months, Contractor shall be entitled, at its sole discretion, to terminate this Agreement. (c) In the event that the Work is totally or partially suspended, and such delay falls under the definition of an Excusable Delay, then the deadlines of this Agreement will be extended for the same period of the suspension, or for such other period that the Parties deem reasonable in view of the circumstances, TownNotwithstanding the occurrence or continuation of any Force Majeure Event, the provisions of this Section shall apply. (d) After the resumption of the performance of the Work, Contractor shall, after due notice to Town, examine the Work affected by the suspension. Contractor shall make good any defect, deterioration or loss of the construction or the Work affected that may have occurred during the suspension period. Costs properly incurred by Contractor (including but not limited to demobilization and mobilization costs, insurance fees, and repair cost) shall be added to the Work Order Price, so long as the suspension did not arise due to any act, omission or default on the part of Contractor.

3.12 Taxes. The Work Order Price includes (and Contractor assumes exclusive liability for and shall pay before delinquency) all federal, state or local sales, use, value added, excise and other taxes, charges or contributions imposed on, or with respect to all Equipment and Contractor’s services contemplated by this Agreement, provided that Town shall pay and have exclusive liability with respect to any taxes payable with respect to Town’s income. Contractor shall hold harmless, indemnify and defend Town, together with any and all its governing board, administrators, agents and employees from any liability, penalty, interest and expense by reason of Contractor’s failure to pay such taxes, charges or contributions. TownLiens. Contractor warrants good title, free and clear of all liens, claims, charges, security interests, and encumbrances whatsoever, to all Equipment and other items furnished by it or any of its Subcontractors that become part of the System to the extent payment therefore has been received by Contractor from Town.

3.13 Compliance with Applicable Laws. Contractor specifically agrees that it shall at all times fully comply with Applicable Laws and that it shall perform the Work in accordance with the Applicable Laws.

3.14 Energy Credits. Town recognizes that the designer/contractor under this project may be eligible for a tax deduction for energy efficient commercial buildings under §179D of the Internal Revenue Code. Town agrees and recognizes that Contractor will be the designer of this project for purposes of the §179D deduction. Town shall cooperate with Contractor in completing the paperwork and certifications necessary to allow Contractor to claim any §179D or 142
8 other energy efficient commercial buildings tax deduction” provided credits cannot be used by or benefit Town.

3.15 Performance & Payment Bonds. Contractor shall submit a Performance Bond and Labor and Payment Bond in accordance with Town requirements.

3.16 Title; Risk of Loss.
(a) From Effective Date and until the date of Substantial Completion for the Work subject to the applicable Work Order, Contractor assumes risk of loss and full responsibility for the cost of replacing or repairing any damage to the System and all damages to and defects in materials, Equipment, supplies and maintenance equipment (including temporary materials, equipment and supplies) that are purchased by Contractor for permanent installation in or for use during construction of the System.
(b) Town shall bear the risk of loss and full responsibility with respect of the System from and after the date of Final Completion of the Work subject to the Work Order. (c) Notwithstanding anything herein to the contrary, Town shall bear the risk of loss and full responsibility for the cost of replacing or repairing any damage to that portion of the System applicable to the Work Order and all materials, Equipment, supplies and maintenance equipment (including temporary materials, equipment and supplies) that are purchased by Contractor or Town for permanent installation in or for use during construction of the System to the extent caused by the negligent, grossly negligent or willful acts of Town or its agents, employees or representatives.
(d) Title to all materials, Equipment, supplies and maintenance equipment required by this Agreement, to be purchased by Contractor for permanent installation as part of the System or for ownership by Town in the operation of that portion of the System subject to the particular Work Order shall pass to the Town upon the achievement of Final Completion of the Work required by that Work Order.

4. Price and Payment.

4.1 Contract Price.
(a) The total compensation payable by Town under this Agreement, including all Work Orders, Change Orders, and any other compensation, shall not exceed $890,066 (“Contract Not-to-Exceed Amount”), unless amended in writing and approved by Town.

Any Changes to the System or Work above and beyond code requirements and Industry Standards requested by the Town shall be resolved through a Change Order to this Agreement. (b) The Work Order Price for each executed Work Order shall be a lump sum fixed price for the scope proposed in that Work Order and shall include all expenses to be incurred by Contractor, including, but not limited to, equipment and materials, erection, construction, commissioning, travel and lodging expenses, applicable permits (other than Town Permits), services, supplies, labor, appurtenances, fees, charges, and taxes related to Contractor’s performance of its obligations under this Agreement.
(c) No Work shall begin, and Town shall have no obligation to pay for any Work, unless and until a Work Order has been fully executed by both Parties. 143
9 (d) Each Work Order shall describe, at a minimum: the applicable site or facility, the scope of Work, the Work Order Price, the payment schedule and/or milestone schedule, the time for performance, and any site-specific exhibits, plans, specifications, assumptions, or other requirements.
(e) Any Changes to the System or Work above and beyond code requirements and Industry Standards requested by Town shall be resolved through a Change Order to this Agreement.
(f) If applicable and approved by Town, any additional Work not otherwise specified in the applicable Work Order or Exhibit C shall be resolved through a Change Order to this Agreement. Town and Contractor may mutually agree to reduce portions of the Work to offset the Change Order request to comply with Town budget limits. (g) The Work Order Price shall only be changed by a Change Order approved by Contractor and Town.
(h) The aggregate amount of all approved Work Orders and Change Orders issued under this Agreement shall remain within the Contract Not-to-Exceed Amount unless Town approves an amendment increasing that amount.

4.2 Payment.
(a) Town shall pay Contractor the progress payments set forth in the applicable executed Work Order and/or Exhibit C, if attached to and incorporated into that Work Order, when Contractor has completed the Work associated with such payment. Contractor shall submit supporting documentation at the time of invoicing for the related progress payment. (b) If Exhibit C is not attached to this Agreement at execution, the Parties acknowledge that the payment schedule for each site or phase of Work shall be set forth in the applicable Work Order or in an Exhibit C attached to that Work Order. Town shall have no payment obligation for any site or phase of Work until the corresponding Work Order is executed. (c) Payments of invoices for California Energy Commission (“CEC”) funded Work Orders shall be made within twenty (20) Business Days after Town receives payment from the CEC for the invoiced Work. Notwithstanding the immediately preceding sentence, payments for all other Work Orders shall be made by Town within twenty (20) Business Days of receipt of Contractor’s invoice. Invoices shall include any partial or final lien releases from Contractor, together with such supporting documentation confirming completion of the Work for which payment is sought as Town may reasonably request. Town shall notify Contractor of any missing documentation within five (5) Business Days of receipt of invoice. (d) Town shall reasonably cooperate with Contractor in connection with submission of documentation required for CEC reimbursement. If the CEC delays payment to Town for longer than thirty (30) Business Days, or modifies the requirements for reimbursement, the Parties shall negotiate in good faith to develop a solution acceptable to both Parties. (e) Town may withhold or, on account of subsequently discovered evidence, nullify and require repayment of the whole or part of any payment to the extent necessary to protect Town from loss, including costs and actual attorneys’ fees, on account of:
(i) any breach of this Agreement by Contractor;
(ii) claims filed or reasonable evidence indicating probable filing of claims; 144
10 (iii) failure of Contractor to make payments properly to its Subcontractors or for material, labor, or fringe benefits;
(iv) a reasonable doubt that the Work to be completed as a condition to a payment has properly been completed;
(v) penalties assessed against Town for failure of Contractor to comply with state, federal, or local laws and regulations; or
(vi) any other ground for withholding payment allowed by state or federal law, or as otherwise provided in this Agreement.

When the above matters are rectified, such amounts as then due and owing shall be paid or credited to Contractor.
(f) For any non-Contractor-caused delay or suspension lasting longer than one hundred eighty (180) Calendar Days, a fair and equitable solution shall be negotiated in good faith between Town and Contractor for any demonstrated additional costs required as a result of such delay or suspension.

5. Commencement and Completion.

5.1 Commencement and Substantial Completion.
(a) Contractor shall perform the Work as soon as practicable following the receipt of Town Notice to Proceed, which notice shall be substantially in the form attached hereto as Exhibit F or such other form as the Town and Contract may mutually agree. (b) Town shall provide access to the sites to complete the Work. (c) The Contractor shall achieve Substantial Completion as set forth in Work Order. Contractor may claim a justified extension of the Substantial Completion Date if it is or will be delayed in completing the Work for one or more of the following causes:
(i) Unanticipated Conditions which directly affect the Project Milestones;
(ii) Changes in the design, scope, or schedule of the Project required by the Town;
(iii) Breach of this Agreement by Town;
(iv) Suspension of the Work for more than 180 Days; or
(v) a Force Majeure Event.
(d) Except to the extent that Substantial Completion requires utility upgrades (which may include but are not limited to transformer upgrades) be made by a person other than Contractor or a Subcontractor, and provided that Contractor has completed all work to be completed prior to completion of such upgrades, the following are conditions precedent to Substantial Completion:
(i) the System is mechanically, electrically, and structurally constructed in accordance with the requirements of this Agreement, the Work and Industry Standards, except for non-critical punchlist items that do not affect operations; 145
11 (ii) the electrical infrastructure and the grid connection for the System is mechanically, electrically and functionally complete and capable of interconnection with the local utility;
(iii) Town and Contractor shall have agreed on the punchlist items. For clarity purposes, the punchlist shall include final as-built drawings, operation and maintenance manuals, operation and maintenance training, permission to operate by local utility, Performance Test, and final lien waivers; and
(iv) all necessary documents have been submitted to the local public utility and all Work has been completed to the extent necessary for the local utility to issue a permission to operate.
(e) When Contractor believes it has achieved Substantial Completion, Contractor shall provide notice to Town containing sufficient detail to enable Town to determine that Contractor has complied fully with the requirements of Section 5.1(d). Within ten Business days after receipt of such notice, Town shall either issue to Contractor the Certificate of Substantial Completion in a form similar to Exhibit E, or, if reasonable cause exists for doing so, advise Contractor by notice (stating the reasons therefore) that Substantial Completion has not been achieved. In the event Town determines that Substantial Completion has not been achieved in accordance with the conditions precedent in Section 5.1(d), Contractor shall promptly take such action or perform such Work as is required to achieve Substantial Completion and shall thereupon issue to Town another notice as set forth above. This procedure shall be repeated until such time as Town has acknowledged Substantial Completion subject to Section 5.1(f). (f) All punchlist items shall be completed no later than 60 Business Days after Substantial Completion Date unless otherwise delayed by the local utility. Failure of Contractor to fulfill this obligation shall entitle Town to complete the pending works on its own.

Town shall issue final payment to Contractor minus the cost to complete remaining or incomplete punchlist items.
(g) Any dispute between Town and Contractor with respect to the projected achievement of Substantial Completion as contemplated by this Section 5.1 shall be resolved in accordance with Section 8.5.

5.2 Final Completion.
(a) Final Completion of the System shall be deemed to have occurred only if:
(i) all punchlist items contemplated in Section 5.1(d)(iii) have been completed or waived;
(ii) all manuals, drawings and other documents expressly required to be delivered by Contractor hereunder have been delivered to Town; (iii) on-site operation and maintenance training as required has occurred;
(iv) all final Lien waivers have been obtained;
146
12 (v) a Certificate of Final Completion in a form similar to Exhibit E is duly signed and recorded by Town’s Representative and the Contractor’s Representative; and
(vi) local utility has provided a permission to operate. (b) Upon Final Completion, Contractor shall submit to Town a Certificate of Final Completion in a form similar to Exhibit E certifying that all of the foregoing conditions have been satisfied. Town shall, within ten Business Days after the receipt by Town of such written certificate, shall execute an acknowledgment of such certificate if Contractor has achieved Final Completion or provide written notice of Contractor’s failure to achieve Final Completion. Contractor shall promptly take such action or perform such Work as is required to achieve Final Completion and shall thereupon issue to Town another notice as set forth above.

This procedure shall be repeated until such time as Town has acknowledged Final Completion. (c) Any dispute between Town and Contractor with respect to the projected achievement of Final Completion as contemplated by this Section 5.2 shall be resolved in accordance with Section 8.5.

5.3 Inspection. All Work performed by Contractor and all Equipment shall be subject to inspection by Town, but such right of inspection of the Work or Equipment shall not relieve Contractor of responsibility for the proper performance of the Work or Equipment to the extent provided under this Agreement. Contractor shall provide to Town or Town’s designee access to Contractor’s facility or facilities where the Work is being performed during business hours, and subject to compliance with Site safety rules and policies. Town shall ensure that the inspections do not affect the normal performance of this Agreement unless Work is not in compliance with this Agreement.

6. Representations and Warranties

6.1 Representations and Warranties of Contractor. Contractor represents and warrants to Town that:
(a) Contractor is a California limited liability company, duly organized, validly existing, and in good standing under the laws of the State of California, and has full power to engage in the business it presently conducts and contemplates conducting, and is and will be duly licensed or qualified and in good standing under the laws of the State of California and in each other jurisdiction wherein the nature of the business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder. (b) Contractor has (either directly or through a Subcontractor) all the required authority, ability, skills, experience and capacity necessary to perform and shall diligently perform the Work in a timely and professional manner, utilizing sound procurement principles, project management procedures, construction procedures and supervisory procedures, all in accordance with Industry Standards. Contractor has (either directly or through a Subcontractor) the experience and skills necessary to determine, and Contractor has reasonably determined, that Contractor can perform the Work for the Work Order Price. (c) The execution, delivery and performance by Contractor of this Agreement will not (i) violate or conflict with any covenant, agreement or understanding to which it is a party or by which it or any of its properties or assets is bound or affected, or its organizational 147
13 documents or (ii) subject the System or any component part thereof to any lien other than as contemplated or permitted by this Agreement.
(d) There are no undisclosed actions, suits, proceedings, patent or license infringements or investigations pending or, to Contractor’s knowledge, threatened against it before any court or arbitrator that individually or in the aggregate could result in any materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Contractor or in any impairment of its ability to perform its obligations under this Agreement. (e) All goods, services, equipment, parts, and materials furnished in connection with the Work related to the System are new, unused and undamaged at the time of delivery to the Site.
(f) The individual executing this Agreement on behalf of Contractor is duly authorized to execute and deliver this Agreement on behalf of Contractor and this Agreement is binding upon Contractor in accordance with its terms. (g) Contractor Not Employee of Town: It is understood and agreed that in no instance is any party, signing this Contract for or on behalf of Town or acting as an employee or representative of Town, liable on this Contract, or upon any warranty of authority, or otherwise, and it is further understood and agreed that liability of Town is limited and confined to such liability as authorized or imposed by the Contract Documents or applicable law. (h) Contractor shall provide all services under this Agreement without discrimination, and shall not discriminate against any employee or applicant for employment, on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation. Contractor will comply with Section 1735 of the Labor Code and all provisions of Executive Order No. 10925 of March 6, 1961, as amended, and all rules, regulations and relevant orders of the President’s Committee on Equal Opportunity created thereby. Contractor shall also comply with the California Fair Employment and Housing Act (Government Code, Section 12900 and following). (i) The invalidity of any provision of this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. (j) Pursuant to Government Code Section 8546.7, the performance of any work under this Agreement is subject to the examination and audit of the State Auditor at the request of Town or as part of any audit of Town for a period of three years after final payment under the Agreement. Each party hereto shall retain all records relating to the performance of the Work and the administration of the Agreement for three years after final payment hereunder. (k) Contractor warrants that all labor, installation, and other work performed under this Agreement shall be performed in a good and workmanlike manner, in accordance with applicable industry standards and the requirements of this Agreement, and shall be free from defects for a period of one (1) year following the Town’s final acceptance of the work.

Upon notice by the Town of any defective or nonconforming work within the warranty period, Contractor shall promptly, and at no additional cost to the Town, repair or correct such work. (l) Contractor shall also provide to the Town all applicable manufacturer and supplier warranties for equipment and materials furnished under this Agreement, including but not limited to solar panels, inverters, generators, controls, and related components.

Contractor shall assign or otherwise make such warranties fully available to the Town at project 148
14 closeout and shall reasonably assist the Town, during the one-year Contractor warranty period, in enforcing manufacturer warranty claims for equipment installed as part of the work. (m) The Contractor’s one-year workmanship warranty is separate from, and in addition to, any manufacturer warranties. Contractor’s warranty obligations shall not apply to damage caused by misuse, improper operation by persons other than Contractor, neglect, vandalism, Acts of God, or ordinary wear and tear.
(n) Contractor shall include all warranty documents, contacts, and claim procedures in the project closeout materials.

6.2 Representations and Warranties of Town. Town represents and warrants to Contractor that:
(a) Town is a California municipal corporation incorporated or otherwise formed and existing under the laws of the State of California, and has full legal capacity and standing to pursue its purpose (including the Town to dispose of and encumber all of its assets) and full power to engage in the business it presently conducts and contemplates conducting. (b) The execution, delivery and performance by Town of this Agreement will not (i) violate or conflict with any covenant, agreement or understanding to which it is a party or by which it or any of its properties or assets is bound or affected, or its organizational documents or (ii) subject the System or any component part thereof or the Site or any portion thereof to any lien other than as contemplated or permitted by this Agreement. (c) There are no undisclosed actions, suits, proceedings, patent or license infringements or investigations pending or, to Town’s knowledge, threatened against it before any court or arbitrator that individually or in the aggregate could result in any materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Town or in any impairment of its ability to perform its obligations under this Agreement. (d) Town will exercise commercially reasonable efforts to procure funding for the Project within 365 Calendar days of the Effective Date. (e) Town has proof of funds, to the satisfaction of the Contractor, that are necessary from time to time to pay Contractor the Work Order Price in accordance with the terms of this Agreement.
(f) The individual executing this Agreement on behalf of Town is duly authorized to execute and deliver this Agreement on behalf of Town and this Agreement is binding upon Town in accordance with its terms.

7. Breach and Termination.

7.1 Termination by Town for Cause.
(a) Contractor agrees that Town shall be entitled to terminate this Agreement for cause upon the occurrence of any of the following circumstances:
(i) Except as otherwise permitted under this Agreement, Contractor abandons the entire Work for more than 90 Calendar days or fails to commence the Work within 180 Calendar days after receiving the Notice to Proceed, and after expiration of said period fails to commence or continue performance of the Work within ten Business days of Contractor’s written notice from Town to commence or continue performance of the Work; 149
15 (ii) Contractor commits a material breach of this Agreement, and Contractor does not commence the cure of said breach and thereafter diligent pursuant to completion the cure of said breach, within 30 Calendar days following Contractor’s receipt of written notice thereof from Town, or
(iii) Contractor makes a general assignment for the benefit of creditors, or a receiver is appointed on account of its insolvency, or it becomes the subject of any proceeding commenced under any federal or state insolvency statute or law for the relief of debtors. (b) Upon the occurrence of any of the foregoing, Town may instruct Contractor to discontinue all or any part of the Work, and Contractor shall thereupon discontinue the Work of such parts thereof. Town shall thereupon have the right to continue and complete the Work or any part thereof, by contract or otherwise. Town shall pay Contractor for all services properly performed up to and including the date of termination.

7.2 Termination by Town for Convenience.
(a) Contractor agrees that Town shall be entitled to terminate this Agreement for Convenience upon the occurrence of any of the following circumstances:
(i) Upon exercising commercially reasonable efforts, Town shall be entitled to terminate this Agreement if it is unable to procure funding for the Project within 365 Calendar days of the Effective Date.
(ii) If any covenant, condition or restriction upon the Site prohibits the installation of the System at the Site, Town has the right to terminate this Agreement. (iii) For unanticipated site conditions that are beyond the contemplation of the parties that create any additional costs to Town. (b) Upon the occurrence of any of the foregoing, Town may instruct Contractor to discontinue all or any part of the Work, and Contractor shall thereupon discontinue the Work of such parts thereof. Town shall also pay Contractor for all services rendered up to and including the date of termination; plus all costs incurred with respect to equipment or materials ordered (which order cannot be refunded, terminated or such costs otherwise recovered by Contractor) prior to the date of termination; plus, if applicable, amounts payable to Subcontractors arising from costs or expenses reasonably incurred by such Subcontractor and directly resulting from such termination; plus, if applicable, costs incurred by Contractor in demobilizing its work force from Site; plus all engineering and development cost incurred by Contractor prior to the Effective Date.

7.3 Termination by Contractor.
(a) Contractor may terminate this Agreement, for any of the following causes:
(i) If Town makes a general assignment for the benefit of creditors, or a receiver is appointed on account of its insolvency, or it becomes the subject of any proceeding commenced under any federal or state insolvency statute or law for the relief of debtors. (ii) If Town fails to make any payment to Contractor hereunder when due and defined in Section 4, which failure remains uncured for 30 Calendar days following Town’s receipt of written notice thereof from Contractor, the Town shall be in breach and 150
16 Contractor shall have all rights and remedies that may be available under Applicable Law against Town with respect thereto, including without limitation the right to suspend performance of the Work or terminate this Agreement as set forth in this Agreement. (iii) Town shall reimburse Contractor for all services rendered up to and including the date of termination; plus all costs incurred with respect to equipment or materials ordered (which order cannot be refunded, terminated or such costs otherwise recovered by Contractor) prior to the date of termination; plus, if applicable, amounts payable to Subcontractors arising from costs or expenses reasonably incurred by such Subcontractor and directly resulting from such termination; plus, if applicable, costs incurred by Contractor in demobilizing its work force from Site; plus all engineering and development cost incurred by Contractor prior to the Effective Date.

7.4 Indemnity.
(a) Contractor shall indemnify, defend (upon the request of Town) and hold harmless Town and Town’s agents, board members, elected and appointed officials and officers, employees, volunteers and authorized representatives from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs, and expenses (including, but not limited to, reasonable attorney’s fees of Town Counsel and counsel retained by Town, expert fees, costs and staff time, and investigation costs) of whatever kind or nature (collectively “Claims”), that arise out of or are in any way connected with the performance of this Contract by Contractor or Contractor’s officers, agents, employees, independent contractors, subcontractors, or authorized representatives, except where caused by the sole negligence, active negligence or willful misconduct of Town. Without limiting the generality of the foregoing, the same shall include injury, or death to any person or persons, damage to any property, regardless of where located, including the property of Town, and any workers’ compensation claim or suit arising from or connected with any services performed pursuant to this Contract on behalf of Contractor by any person or entity. Notwithstanding the foregoing, the indemnification obligations of Contractor set forth in this Section shall not apply when the claim of infringement arises from a particular design, process or product of a particular manufacturer or manufacturers that Contractor is directed by Town to use in connection with the Contract Documents, unless the Contractor has reason to believe there is an infringement of such intellectual property right. (b) Town shall fully indemnify, save harmless and defend Contractor and its successors, assigns, officers, directors, members, managers, employees, agents, affiliates and partners in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any person (other than Affiliates of Contractor or Subcontractors) arising from or relating to this Agreement, but only to the extent caused by (i) the negligence, gross negligence or willful misconduct of Town or its agents or employees or others under Town’s control or (ii) a breach by Town of its obligations hereunder. (c) TownTown
(d) Each Party shall indemnify, defend and hold the other Party, and its present and future governing board members, administrators, direct and indirect parents, subsidiaries and Affiliates and their directors, officers, shareholders, employees, agents and representatives harmless from and against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, damages, costs or expenses (including attorneys’ fees and disbursements) of any kind whatsoever arising from (a) actual or alleged infringement or misappropriation by such 151
17 Party (or in the case of Contractor, any Subcontractor) of any patent, copyright, trade secret, trademark, service mark, trade name, or other intellectual property right in connection with the System, including without limitation, any deliverable, (b) such Party’s (and in the case of Contractor, any Subcontractor’s) violation of any third-party license to use intellectual property in connection with the Work, including, without limitation, any deliverable. (e) If any claim is brought against a Party (the “Indemnified Party”) that gives rise to a potential indemnity claim under this Section, then the Indemnified Party shall give written notice of said claim to the other Party (the “Indemnifying Party”). Upon receipt of written notice of the claim, the Indemnifying Party shall be entitled to participate in, and, unless in the opinion of counsel for the Indemnifying Party a conflict of interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnified Party. Where the Indemnifying Party has elected not to assume the defense of a claim that gives rise to a potential indemnity claim under this Section, the Indemnifying Party shall reimburse the Indemnified Party for its reasonable and necessary defense expenses to the extent said claim is adjudged to be covered under the indemnity obligations. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder.

7.5 Limitations of Liability.
(a) No Consequential Damages. IN NO CIRCUMSTANCES SHALL

THE CONTRACTOR OR TOWN OR ANY OF THEIR RESPECTIVE OFFICERS, MEMBERS

OR EMPLOYEES BE LIABLE FOR PUNITIVE, CONSEQUENTIAL OR EXEMPLARY

DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR

LOST PROFITS OR REVENUES OR THE LOSS OF USE OF SUCH PROFITS OR REVENUE,

LOSS BY REASON OF PLANT SHUTDOWN OR INABILITY TO OPERATE AT RATED

CAPATOWN, COSTS OF REPLACEMENT POWER OR CAPITAL, DEBT SERVICE FEES

OR PENALTIES, INVENTORY OR USE CHARGES, DAMAGES TO REPUTATION,

DAMAGES FOR LOST OPPORTUNITIES, REGARDLESS OF WHETHER SAID CLAIM IS

BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORY OF LAW. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS ON PARTIES’ LIABILITY FOR CONSEQUENTIAL,

PUNITIVE OR EXEMPLARY DAMAGES IN THIS SECTION SHALL NOT APPLY TO THE PARTIES’ RESPECTIVE INDEMNITY OBLIGATIONS AS SET FORTH IN THIS

AGREEMENT FOR SUCH DAMAGES WHEN SUCH DAMAGES ARE SOUGHT BY THIRD PARTIES.
(b) Maximum Liability. Except for indemnity obligations described in this Agreement, whether an action or claim is based on warranty, contract, tort, or otherwise, under no circumstance shall (i) Town’s total liability arising out of or related to this Agreement exceed 100% of the Contract Price. Similarly, except for indemnity obligations described in this Agreement, whether an action or claim is based on warranty, contract, tort, or otherwise, under no circumstance shall Contractor’s total liability arising out of or related to this Agreement exceed 100% of the Contract Price.
152
18 8. Miscellaneous.

8.1 Representatives.
(a) Town Representative. Town designates, and Contractor agrees to accept the Town Engineer or their designee, as Town Representative for all matters relating to Contractor’s performance of the Work. The actions taken by Town Representative regarding such performance shall be deemed the acts of Town and shall be fully binding for Town. Town may, upon written notice to Contractor, pursuant to Section 8.6 hereof, change the designated Town Representative.
(b) Contractor Representative. Contractor designates, and Town agrees to accept, Kecia Davison as Contractor Representative for all matters relating to Contractor’s performance under this Agreement. The actions taken by Contractor Representative shall be deemed the acts of Contractor and shall be fully binding for Contractor. Contractor may, upon written approval of Town, such approval shall not be unreasonably approved pursuant to Section 8.6 hereof, change the designated Contractor Representative. (c) Power of Representatives. The Parties shall vest their Representatives with sufficient powers to enable them to assume the obligations and exercise the rights of Contractor or Town, as applicable, under this Agreement. (d) Notices to Representative. Notwithstanding Sections 8.1(a) and

8.1(b), all amendments, Change Orders, notices and other communications between Contractor and Town contemplated herein shall be delivered in writing and otherwise in accordance with Section 8.6.

8.2 Ownership of Plans, Data, Reports and Material.
(a) Subject to Sections 8.2(b), Contract Documents developed by Contractor under this Agreement shall become the property of Town when prepared and shall be delivered to Town upon completion of the Work; provided that nothing in the foregoing shall impair, alter or otherwise affect Contractor’s proprietary rights in its patents, products or other intellectual property.
(b) Any additional inventions or intellectual property created during performance of this Agreement shall be owned by Contractor. (c) Contractor further agrees to grant and hereby grants to Town an revocable, non-exclusive, royalty-free license under all patents, copyrights and other proprietary information of Contractor related to the Work now or hereafter owned or controlled by Contractor to the extent reasonably necessary for the operation, maintenance or repair of the System or any subsystem or component thereof designed, specified, or constructed by Contractor under this Agreement. No other license in such patents and proprietary information is granted pursuant to this Agreement.

8.3 Governing Law. The formation, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of any Dispute that is not resolved pursuant to Section 8.5, the Parties hereto agree to submit to the jurisdiction of any court of competent jurisdiction within Contra Costa County, California and shall comply with all requirements necessary to give such court jurisdiction.
153
19 8.4 Force Majeure. Contractor shall promptly notify Town in writing of any delay or anticipated delay in Contractor’s performance of this Agreement due to a Force Majeure Event, and the reason for and anticipated length of the delay. Contractor shall deliver such notice as soon as reasonably practicable, but in any event within 48 hours of Contractor’s becoming aware of such delay. Contractor shall be excused for any delays or defaults in the performance of its obligations under this Agreement that are the result of a Force Majeure Event. Contractor shall be entitled to a reasonable extension of time for delays due to a Force Majeure Event.

8.5 Dispute Resolution.
(a) Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Article is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Article shall be construed to be consistent with said statutes. (b) In the event that any question, dispute, difference or claim arises out of or in connection with this Agreement, including any question regarding its existence, validity, performance or termination (a “Dispute”), which either Party has notified to the other, senior management personnel from both Contractor and Town shall meet and diligently attempt in good faith to resolve the Dispute for a period of 30 Calendar days following one Party’s written request to the other Party for such a meeting.
(c) Town
(d) If the Dispute remains unresolved, a Party may require that a nonbinding mediation take place with a mediator mutually chosen by Town and Contractor. If Town and Contractor are unable to agree on a mediator, then either may request that the American Arbitration Association (the “AAA”) to appoint a mediator. The mediator’s fee and expenses shall be paid one-half by Town, and one-half by Contractor.

8.6 Notices and Demands. Any notice, request, demand or other communication required or permitted under this Agreement, shall be deemed to be properly given by the sender and received by the addressee if made in writing (a) the same day if personally delivered; (b) three Business days after deposit in the mail if mailed by certified or registered air mail, post prepaid, with a return receipt requested; or (c) the same day if sent by facsimile or electronic mail with confirmation. Mailed notices, facsimile notices or electronic notices shall be addressed as follows to:

Town: Town of
Moraga
Name: Public
Works
Attention:

Address:

Phone:

Email:
154
20 Contractor:

Name: SolarNorcal, LLC
Attention: Heath Kirin
Address: 5174 Hillsdale Cir.

El Dorado Hills, CA 95762
Phone:

E-mail: [email protected]

8.7 Public Records Act Disclosure. Contractor has been advised and is aware that all reports, documents, information and data including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, and provided to Town may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or other information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Contractor informs Town of such trade secret.

The Town will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. Town shall provide Contractor five Business days written notice if Town intends to disclose any information which Contractor has identified as trade secret, and provide Contractor ten Business days to take steps to oppose such disclosure.

8.8 Time of Essence. Time is expressly agreed to be of the essence of this Agreement and each, every and all of the terms, conditions and provisions herein.

8.9 Validity. The provisions contained in each section, subsection and clause of this Agreement shall be enforceable independently of each of the others and their validity shall not be affected if any of the others are invalid. If any of those provisions is void but would be valid if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid. The Parties shall, if necessary, negotiate in good faith and make any necessary amendments to ensure the enforceable terms of this Agreement reflect the true intent of the Parties as of the date of execution of this Agreement.

8.10 Binding Effect. This Agreement shall be binding on the Parties hereto and on their respective permitted successors, heirs and assigns.

8.11 Modifications. No oral or written amendment or modification of this Agreement by any administrator, Board member, officer, agent or employee of Contractor or Town, either before or after execution of this Agreement, shall be of any force or effect unless such amendment or modification is in writing and is signed by any duly authorized representative of both Parties to be bound thereby.

8.12 Headings. The headings in this Agreement are for convenience of reference only and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.

8.13 Counterparts; Signature Pages. This Agreement may be executed in counterparts which, taken together, shall constitute a single instrument. Facsimile and other electronically transmitted signature pages shall be effective to bind a Party to this Agreement. 155
21 8.14 Announcements and Publications. Contractor shall receive written approval from the Town with respect to, and provide advance copies to Town for review of, the text of any proposed announcements or publications that include any non-public information concerning the Work prior to the dissemination thereof to the public or to any Person other than Subcontractors or advisors of Contractor, in each case, who agree to keep such information confidential. If Town delivers written notice to Contractor rejecting any such proposed announcement or publication within ten Business Days after receiving such advance copies, the Contractor shall not make such public announcement or publication; provided, however, that Contractor may disseminate or release such information in response to requirements of Governmental Authority.

8.15 Complete Agreement. This Agreement together with the Exhibits hereto completely and exclusively states the agreement of the Parties regarding its subject matter and its terms govern, all prior proposals, agreements, or other communications between the Parties, oral or written, regarding such subject matter. No oral agreement or conversation with any officer or employee of either Party or any or all prior proposals shall affect or modify any of the terms and conditions of this Agreement. This Agreement shall not be modified except by written amendment signed on behalf of the Town and Contractor by their duly authorized representatives. Any purported oral amendment to the Agreement shall have no effect.

8.16 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party.

8.17 Priority of Documents. In the event of conflicting provisions between any of the Contract Documents, the provisions shall govern in the following priority: first, duly executed amendments to this Agreement (to the extent not superseded by a subsequent amendment); second, this Agreement; third, Work Order in Exhibit C, and fourth, the other Contract Documents.

8.18 Assignment. No Party shall be entitled to assign or subcontract this Agreement or any of its rights or obligations under this Agreement, nor shall it enter into any transaction as a result of which it may transfer, assign, charge or dispose by any title of any of those rights and obligations, without the prior written consent of the other Party, which shall not be unreasonably withheld, provided that Contractor may subcontract that portion of the Work to Subcontractors. Notwithstanding the foregoing, (i) without the consent of the Contractor, Town shall be entitled to assign its right, title and interest in and to this Agreement (and, in particular, any rights arising in relation to any insurance policy and any other right to collect any amount from Contractor) to any lenders by way of security for the performance of obligations to such lenders; (ii) without consent of the Town, Contractor shall be entitled to assign its right, obligation, title and interest in and to this Agreement in connection with a merger or acquisition of Contractor; and (iii) without consent of Town, Contractor shall be entitled to assign its right, obligation, title and interest in and to this Agreement to an Affiliate of the Contractor.

8.19 No Waiver. Either Party’s failure to enforce any provision of this Agreement of the waiver thereof in a particular instance shall not be construed as a general waiver of any part of such provision. The provision shall remain in full force and effect. 156
22 [Signatures on following page]
157
1 In Witness Whereof, the Parties hereto have duly executed and delivered this Agreement as of the date set forth above.

SolarNorcal, LLC
By:

Name:

Title:

CSLB #1018541
Town of Moraga
By:

Name:

Title:
158
A-1
Exhibit A
Definitions
“Affiliate” of a specified Person means any Person that directly or indirectly through one or more intermediaries’ controls, is controlled by, or is under common control with, such specified Person. As used in this definition of Affiliate, the term “control” of a specified Person including, with correlative meanings, the terms, “controlled by” and “under common control with,” means (a) the ownership, directly or indirectly, of 50% or more of the equity interest in a Person or (b) the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. “Agreement” shall have the meaning set forth in the preamble. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, injunction, registration, license, permit, authorization, guideline, governmental approval, consent or requirement of such Governmental Authority, as construed from time to time by any Governmental Authority.
“Applicable Permits” means those permits identified as the responsibility of Contractor as determined in Exhibit C.
“Authority Having Jurisdiction” or “AHJ” means those local, state, or federal entities having regulatory authority over a specific aspect of the Project, such as building officials, Department of State Architecture, and fire departments. “Business Day” means Mondays to Fridays, except such days on which banks are permitted or required to close in California.
“Certificate of Substantial Completion” shall mean a document in similar form to Exhibit E.
“Certificate of Final Completion” shall mean a document in similar form to Exhibit E. “Change” shall means any addition to, deletion from, suspension of, or other modification to the quality, function, or intent of the Work, including without limitation any such addition, deletion, suspension, or other modification that effects a change in the scope of the Work. An “Unanticipated Condition” as defined in Section 3.5 hereof, experienced by Contractor during the course of the Work is included within the definition of “Change.” “Change Order” shall mean a written document signed by Town and Contractor to adjust the Work Order Price or Construction Schedule as a result of a Change issued after execution of this Agreement.
“Commencement of Work” shall mean the commencement of Work for each Work Order. “Construction Schedule” shall mean the schedule for implementation of the Work as determined by the Contractor to meet the Project Milestones as set forth on Exhibit C. “Construction Documents” shall mean construction documents prepared by Contractor and approved by Town.
159
A-2
“Contract Documents” shall mean this Agreement and Exhibits hereto, and drawings, specifications, plans, calculations, models and designs that are part of this Agreement and the Construction Documents prepared by Contractor and approved by Town. “Contractor” shall have the meaning set forth in the preamble. “Contractor Representative” shall mean the individual designated by the Contractor in accordance with Section 8.1(b).
“Day” means calendar day unless it is specified that it means a “Business Day.” “Dispute” shall have the meaning set forth in Section 8.5(a). “Town” shall have the meaning set forth in the Preamble to this Agreement. “Town Permits” means those permits identified as the responsibility of Town in Exhibit C.
“Town’s Representative” shall mean the individual designated by Town in accordance with Section 8.1(a).
“Dollar” and “$” shall mean the lawful currency of the United States of America. “Effective Date” shall mean the date first set forth in the preamble. “Environmental Attributes” means all environmental and other attributes that differentiate the System or the energy generated by fossil-fuel based generation units, fuels or resources, characteristics of the System that may result in the avoidance of environmental impacts on air, soil or water, such as the absence of emission of any oxides of nitrogen, sulfur or carbon or of mercury, or other gas or chemical, soot, particulate matter or other substances attributable to the System or the compliance of the System or the energy output with the law, rules and standards of the United Nations Framework Convention on Climate Change (the “UNFCCC”) or the Kyoto Protocol to the UNFCCC or crediting “early action” with a view thereto, or laws or regulations involving or administered by the Clean Air Markets Division of the Environmental Protection Agency or successor administrator or any state or federal entity given jurisdiction over a program involving transferability of Environmental Attributes and Reporting Rights. “Environmental Incentives” means all rights, credits (including tax credits), grants, rebates, benefits, reductions, offsets and allowances and entitlements of any kind, howsoever entitled or named (including carbon credits and allowances), whether arising under federal, state or local law, international treaty, trade association membership or the like arising from the Environmental Attributes of the System on each Site or the energy output or otherwise from the development, construction, installation or ownership of the System on each Site or the production, sale, purchase, consumption or use of the energy output from each Site. Without limiting the forgoing, “Environmental Incentives” includes green tags, renewable energy credits, grants, tradable renewable certificates, portfolio energy credits, the right to apply for (and entitlement to receive) incentive programs offered by the State of California and the right to claim federal income tax credits under Section 45 or 48 of the Code as such credits are available arising from the Environmental Attributes of the system on each Site or the energy output or otherwise from the development, construction, installation or ownership of the System on each Site or the production, sale, purchase, consumption or use of the energy output from each Site. 160
A-3
“Equipment” shall mean (a) all materials, supplies, apparatus, machinery, equipment, parts, tools, components, instruments, appliances, spare parts and appurtenances thereto that are required for prudent design, construction or operation of the System in accordance with Industry Standards and (b) all materials, supplies, apparatus, machinery, equipment, parts, tools, components, instruments, appliances, spare parts and appurtenances thereto described in, required by, reasonably inferable from or incidental to the Work or the Contract Documents. “Excusable Delay” shall mean a Delay not reasonably within Contractor’s control that materially interferes with Contractor’s ability to achieve the Commercial Operation Date for any System in accordance with the Project Schedule, and to the extent that such Delay adversely affects the Work such that the performance of the Work is prevented or delayed, Contractor shall be entitled to an adjustment in the Construction Schedule and deadlines of this Agreement. For purposes of this Agreement, an Excusable Delay shall include any of the following events:
(a) an act or failure to act of, or other delay caused by, or negligence of, Town or its agents or employees;
(b) changes in the design, scope or schedule of the Project unilaterally required by the Town;
(c) the suspension of Work in whole or in part by Town; (d) labor disputes, fire, vandalism, delay in manufacturing and deliveries; (e) adverse weather conditions not reasonably anticipated and in excess of 150% of the normal weather (e.g., rain, snow, sleet) for the local geographic area for the past ten years as measured in a given month;
(f) unforeseen conditions at any Site, including discovery or existence of Hazardous Substances;
(g) the occurrence of a Force Majeure, or other unavoidable casualties or other causes beyond Contractor’s control;
(h) the failure to obtain any Utility Interconnection Agreement, permission to operate, Applicable Permit, CEQA/NEPA approval or approval of a Governmental Authority or delays caused by changes and/or modifications to the Scope of Work as required by any Governmental Authority having jurisdiction over the Project; (i) any equipment or material delays caused by suppliers or vendors; (j) adverse changes to regulatory requirements;
(k) any breach of this Agreement or the Utility Interconnection Agreement or any information provided to the Contractor by Town or Utility is inaccurate or incomplete; or
(l) any other cause outside Contractor’s control after Contractor’s reasonable efforts to mitigate that delay, provided that a failure to perform of Contractor’s subcontractors’ shall not be an Excusable Delay, unless such subcontractors are unable to perform the Work as a result of any of the events described in this definition of “Excusable Delay.”
161
A-4
“Facility” shall mean any and all properties of the Town upon which the System shall be constructed or to which the System shall be connected, including land, buildings, structures, equipment, and electrical tie-in points.
“Final Completion” shall mean satisfaction or waiver of all of the conditions for completion of that portion of the System applicable to a particular Work Order as set forth in Section 5.2.
“Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any act or event (to the extent not caused by such Party or its agents or employees) which is reasonably unforeseeable, or being reasonably foreseeable, reasonably unavoidable (including by taking prudent protective and preventative measures) and outside the control of the Party which invokes it, and which renders said Party unable to comply totally or partially with its obligations under this Agreement. In particular, any of the following shall be considered a Force Majeure Event:
(a) war (whether or not war is declared), hostilities, revolution, rebellion, insurrection against any Governmental Authority, riot, terrorism, acts of a public enemy or other civil disturbance;
(b) acts of God, including but not limited to, unusually severe storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, winds, drought, and other natural disasters or phenomena whether similar to or different from the foregoing;
(c) sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of any facility or equipment relating to the performance by the affected Party of its obligations under this Agreement;
(d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes, in each case of a regional or national nature;
(e) changes in Applicable Law after the Effective Date that materially impact a Party’s ability to perform under this Agreement;
(f) acts of any Governmental Authority that materially restrict or limit Contractor’s access to the Site;
(g) plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other restrictions and (h) explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current. “Governmental Authority” shall mean any national, autonomic, regional, province, town, Town, or municipal government, or other administrative, regulatory or judicial body of any of the foregoing.
“Hazardous Material” shall mean oil or petroleum and petroleum products, asbestos and any asbestos containing materials, radon, polychlorinated biphenyl’s (“PCBs”), urea formaldehyde insulation, lead paints and coatings, and all of those chemicals, substances, materials, controlled substances, objects, conditions and waste or combinations thereof which are now listed, defined or regulated in any manner by any federal, state or Applicable Law. 162
A-5
“Indemnified Party” shall have the meaning set forth in Section 7.4. “Indemnifying Party” shall have the meaning set forth in Section 7.4. “Industry Standards” shall mean those standards of care and diligence normally practiced by a majority of engineering, construction and installation firms in performing services of a similar nature in jurisdictions in which the Work will be performed and in accordance with good construction practices, Applicable Permits, and other standards established for such Work. “Manufacturer Warranty” shall have the meaning set forth in Exhibit C. “Notice to Proceed” means a notice to proceed issued by the Town to Contractor substantially in the form attached hereto as Exhibit F or such other form as the Parties may mutually agree.
“Notice to Proceed Date” shall mean the date that Town has granted Contractor the Notice to Proceed for the Work.
“Party” shall mean, individually, each of the parties to this Agreement. “Performance Tests” means, the tests of the System, as more particularly described in Exhibit C.
“Person” shall mean any individual, corporation, partnership, company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Project” shall mean the entirety of Work to be performed by Contractor pursuant to the terms and conditions of the Work and any Change Orders. “Representatives” shall mean the Contractor Representative and the Town Representative and each may individually be referred to as a “Representative.” “Site” shall have the meaning set forth in the first recital, and is more fully described in Exhibit C. An individual Site shall mean any area of a property owned by the Town upon which a System is constructed.
“Solar Plant” shall mean that portion of the System only related to converting solar radiation into electriTown and explicitly excludes all energy conservation technologies. “Subcontractor” shall mean any Person, other than Contractor and Suppliers, retained by Contractor to perform any portion of the Work (including any Subcontractor of any tier) in furtherance of Contractor’s obligations under this Agreement. “Substantial Completion” shall mean satisfaction or waiver of all of the conditions for completion of that portion of the System applicable to a particular Work Order as set forth in Section 5.1(d).
“Substantial Completion Date” shall mean the actual date on which the Substantial Completion of the System, as defined in Section 5.1(d), has occurred. “Suppliers” shall mean those Equipment suppliers with which Contractor contracts to build the System.
“System” shall have the meaning ascribed in the Recitals to this Agreement. “Technical Dispute” shall have the meaning set forth in Section 8.5(b). 163
A-6
“Third Party” shall have the meaning of any persons or entity not affiliated with Contractor or Town.
“Unanticipated Condition” shall have the meaning set forth in Section 3.5. “Work” shall mean all obligations, duties, and responsibilities assigned to or undertaken by Contractor and described in Exhibit C with respect to the System. “Work Order” shall mean the assigned Work for each Site as described in Exhibit C. “Work Order Price” shall mean the amount for performing the Work that is payable to Contractor as set forth in Section 3.2, as the same may be modified from time to time in accordance with the terms hereof, and as described in Exhibit C.
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Exhibit B
Certifications
Exhibit B-1 Drug-Free Workplace / Tobacco-Free Environment Certification Exhibit B-2 Non-Collusion Declaration
165
EXHIBIT B-1

DRUG-FREE WORKPLACE / TOBACCO-FREE

ENVIRONMENT CERTIFICATION
Government Code section 8350 et seq., the Drug-Free Workplace Act of 1990, requires that every person or organization awarded a contract or grant for the procurement of any property or service from any state agency must certify that it will provide a drug-free workplace by doing certain specified acts. In addition, the Act provides that each contract or grant awarded by a state agency may be subject to suspension of payments or termination of the contract or grant, and the contractor or grantee may be subject to debarment from future contracting, if the contracting agency determines that specified acts have occurred. The Town of Moraga is not a “state agency” as defined in the applicable section(s) of the Government Code, but the Town is a local agency and Town under California law and requires all contractors on Town projects to comply with the provisions and requirements of Government Code section 8350 et seq., the Drug-Free Workplace Act of 1990. Contractor shall certify that it will provide a drug-free workplace by doing all of the following:

1. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the person’s or organization’s workplace and specifying actions which will be taken against employees for violations of the prohibition;

2. Establishing a drug-free awareness program to inform employees about all of the following:
a. The dangers of drug abuse in the workplace.
b. The person’s or organization’s policy of maintaining a drug-free workplace.
c. The availability of drug counseling, rehabilitation, and employeeassistance programs. d. The penalties that may be imposed upon employees for drug abuse violations.

3. Requiring that each employee engaged in the performance of the contract or grant be given a copy of the statement required above, and that, as a condition of employment on the contract or grant, the employee agrees to abide by the terms of the statement.

I understand that if the Town determines that I have either (a) made a false certification herein, or (b) violated this certification by failing to carry out the requirements of section 8355, that the Contract awarded herein is subject to termination, suspension of payments, or both. I further understand that, should I violate the terms of the Drug-Free Workplace Act of 1990, I may be subject to debarment in accordance with the requirements of section 8350 et seq.

I acknowledge that I am aware of the provisions of Government Code section 8350 et seq. and hereby certify that I will adhere to the requirements of the Drug-Free Workplace Act of 1990. 166
In addition, and pursuant to, without limitation, 20 U.S.C section 6083, Labor Code section 6400 et seq., Health & Safety Code section 104350 et seq. and Town Board Policies, all Town sites, including the Sites, are tobacco-free environments. Smoking and the use of tobacco products by all persons is prohibited on or in Town property. Town Property includes buildings, grounds, owned vehicles and vehicles owned by others while on Town property. I acknowledge that I am aware of the Town policy regarding tobacco-free environments and hereby certify that I will adhere to the requirements of that policy and not permit any of my firm’s employees, agents, subcontractors, or my firm’s subcontractors’ employees or agents to use tobacco and/or smoke on the Sites.

Date:

Proper Name of Contractor: SolarNorcal, LLC d/b/a Excite Energy Signature:

Print Name:
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EXHIBIT B-2

NON-COLLUSION DECLARATION
(Public Contract Code § 7106)
The undersigned, being a duly authorized representative of SolarNorcal, LLC d/b/a Excite Energy, the party making the foregoing Contract, hereby declares and certifies as follows:

The Contract is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The Contract is genuine and not collusive or sham. Contractor has not directly or indirectly induced or solicited any other entity to put in a false or sham bid or proposal. Contractor has not directly or indirectly colluded, conspired, connived, or agreed with any other designer/builder or anyone else to put in a sham bid or proposal, or to refrain from proposing. Contractor has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Contract Price of Contractor or any other entity, or to fix any overhead, profit, or cost element of the Contract Price, or of that of any other entity. All statements contained in the Contract are true. Contractor has not, directly or indirectly, submitted his or her Contract Price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, governing agency, or to any member or agent thereof, to effectuate a collusive or sham bid or proposal, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a Contractor that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of Contractor.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on the following date:

Date:

Proper Name of Contractor: SolarNorcal, LLC
Signature:

Print Name:
168
Exhibit C
Work Orders
169
EXHIBIT C WORK ORDER – TOWN OF MORAGA – TOWN HALL AND

POLICE OFFICES
This Work Order (“Work Order”) is issued pursuant to and governed by the Energy Solutions Master Agreement (“Agreement”) dated ____________, between the Town of Moraga (“Town”) and SolarNorcal, LLC d/b/a Excite Energy (“Contractor”). In the event of conflict, the Agreement shall control in accordance with Section 8.17 (Priority of Documents).

1. Description of the Solar System and Significant Equipment to be Installed. Contractor will furnish all labor, materials, equipment, supervision, and contract administration to complete in a good and workmanlike manner the following: Solar System that will produce approximately 92,582 kWh’s 1st year as described more fully in the engineering drawings to be prepared by Contractor subsequent to the execution of this Work Order. Contractor’s scope of work under this Work Order does not include any of the items listed in “Work Exclusions.” All components of the Solar System will comply with UL listing standards. The work, materials, and equipment to be used in the construction of the Solar System are described below.
a. Installation Site: The PV modules will be installed on a ground mount. Please see “Approximate Layout.”
b. Electrical: DC power from the solar modules will be routed on the racking to the inverters.

AC power from the inverters will be routed to the point of interconnection. Conduit will be run externally on the walls of the building.
c. Solar Modules: 90 Hyundai HiN-T640NJ 640-watt modules or equivalent. These modules are covered by a 12-year manufacturer product warranty and 25-year manufacturer performance warranty.
d. Inverters: 2 x Chint Power Systems CPS SCA-25KTL-DO/US-208 or equivalent will be installed. These state-of-the-art inverters / batteries carry a standard 10-year manufacturer warranty.
e. Batteries: not included.
f. Monitoring: Includes monitoring through the Chint Power Systems app. Owner will be solely responsible for providing internet to the Chint Power Systems FlexOM monitoring device.
g. Generator: 80 kW diesel backup generator (208V/120V) John Deere JD80-03FT4 or equivalent will be installed.

2. Work Order Price. Town shall pay Contractor the fixed sum of $417,160 (“Work Order Price”) for the Work performed under this Work Order, subject to additions and deductions pursuant to Change Orders approved in accordance with the Work Order.
a. Down Payment: $47,716 is due after Work Order execution. b. Payments: Payments shall be made in accordance with Section 4.2 of the Agreement. c. Installation Appointment: Solar Contractor requires two weeks’ notice to change the installation appointment date. Town will be charged $20,000 for changing the installation appointment date with less than two weeks’ notice due to costs Contractor will incur because of rescheduling installation crews.
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3. Schedule of Progress Payments. Town shall pay Contractor according to the schedule below, consistent with Section 4.2 of the Agreement.
a. Invoice 1: $41,716 after contract execution.
b. Invoice 2: $20,858 after building plans are submitted to the AHJ. c. Invoice 3: $20,858 after the AHJ issues the building permit. d. Invoice 4: $125,148 after the solar modules are delivered to the project site. e. Invoice 5: $83,432 after the solar modules are installed on the ground mount racking. f. Invoice 6: $62,574 after the generator is delivered to the project site. g. Invoice 7: $41,716 after substantial completion. Title transfers to the owner. h. Invoice 8: $20,858 after the utility issues Permission to Operate and all punch list items from substantial completion are completed.

4. Start and Completion of Work. The Work shall commence following issuance of Notice to Proceed in accordance with Exhibit F of the Agreement. The work to be performed under this Work Order shall be commenced on approximately between September 2026 and April 2027, as long as any required building permits are received, utility pre-approvals received (if applicable) and any agreed upon funds are paid to Contractor.

Estimated Project Schedule. All schedule dates are estimates only and subject to adjustment in accordance with the Agreement, including Excusable Delay and Force Majeure provisions. • Plans submitted for 50% design review: 8 weeks after contract execution. • Plans submitted for 100% design review: 10 weeks after contract execution. • AHJ approval of plans estimated between 10-16 weeks after submission. • Solar installation is approximately 3 weeks. Installation to start based upon agreed upon schedule.
• Generator installation is approximately 2 weeks. Please note there is an estimated 25–30- week procurement lead time after generator order is placed (after building plans are issued). • Fire department and AHJ inspections 2-3 weeks after substantial completion. • PG&E permission to operate 4-12 weeks after AHJ final.

5. Limited 1-Year Warranty. Contractor provides a 1-year workmanship warranty. Manufacturer warranties shall be passed through to Town in accordance with the Agreement.

6. Inspections, Building Department and Engineering Requirements. Contractor will coordinate and attend local building department inspections as needed. Town is expected to be at the final utility inspection if requested by the utility company.

7. Town’s Responsibilities and Representations.
a. Installation: Town is responsible for making the Property ready and in the condition, Contractor used to create the proposal. During Installation, Town shall not move, remove, modify, alter, or change in any way the equipment or any part thereof without the prior written approval of Contractor. Notwithstanding the foregoing, Town shall take reasonable steps to protect the Solar System and generator from damage or injury if, due to an emergency, it is not possible or reasonable to notify Contractor before taking any such actions.
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Unanticipated Work: Town is solely responsible for the coordination and expense of any unanticipated work during installation due to subsurface or unknown physical conditions which differ from those described in the proposal, this Work Order or a Change Order. b. Tree Removal: If necessary or desired to improve the performance of the Solar System, tree removal is the sole responsibility of the Town. Modeling is based on tree removal and system will not meet estimated production without tree removal. Please suggested “Tree Removal.”

8. Property Release. Town grants Contractor the irrevocable right and permission to photograph the exterior of the Property, upon substantial completion of Contractor’s work, and to use, reuse, and publish, in any manner, such photographs, in whole or in part, either by themselves or in conjunction with other photographs, in any medium or form of distribution, and for any commercial or promotional purpose whatsoever; provided that upon Town’s request that Contractor cease using such photographs. Contractor will use reasonable efforts to cease such use within a reasonable period of time.
[Signature Page Follows]
172
This Work Order is executed pursuant to the Agreement and shall not be effective unless executed by both Parties.

Town of Moraga, California SolarNorcal, LLC dba Excite Energy Signature:____ Signature:

Name: Name:

Title: Title:

Date: _______________________________Date: ________________________ 173

WORK EXCLUSIONS
The following exclusions are incorporated into this Work Order but shall be interpreted consistently with the Agreement.

1. The electrical infrastructure has provisions for a solar connection via a breaker or line-side tap and is approved by both the building department and utility. Generator has provisions via a breaker to feed the protected loads panel.

2. All existing infrastructure on the property is assumed to be code compliant with the local authority having jurisdiction (AHJ). Any unknown modifications required by the AHJ in excess of the scope listed in this proposal are excluded and may result in additional costs.

3. Blocking off work zones shall be permissible.

4. Builders risk insurance is not included.

5. Removal of hazardous materials or spoil from job sites is not included.

6. The project is bid as prevailing wages.

7. Erosion, dust control, and stormwater management (SWPPP) development, filing, and compliance measures are not included.

8. Flood, biological, cultural, archaeological, and paleontological studies, mitigation measures, and associated costs and schedule impacts are not included.

9. Warranty due to flood damage.

10. Utility upgrade costs.

11. Upgrade existing electrical equipment.

12. If the customer chooses to move forward with Excite Energy, we would like to revisit the sites before finalizing the contract to open the panel using the necessary PPE.

13. Equipment bid is based on the current FEOC guidelines at the time of the bid. Any future changes to FEOC rules may require changing equipment to maintain tax credit and require a rebid.

14. Review and agreement of what loads will be backed up by the generator during the design review stage.

15. Assumed all breakers to be backed up by the generator system can be moved out of the mail panel into a protected loads panel.

16. All conduit runs are assumed to be externally mounted.

17. Pay for the removal or relocation of equipment, obstacles, or vegetation in the vicinity of the Solar System.

18. Traffic control and site security.

19. Costs associated with damaged utilities including irrigation not marked by utility or shown on customer provided as built drawings.

20. Landscaping over backfilled trench.

21. FAA permits, local and state planning and zoning permits, local conditional use permits, and easements.

22. Install any smoke detectors, sprinklers, or life safety equipment required by municipal code or inspectors as a result of the Solar System installation.

23. Pay for any costs associated with municipal design or architectural review, or other specialty permits. This includes cost to attend any public hearings, notification of neighbors, or additional drawings required.

24. Paint electrical boxes or conduit at the Property.

25. Pay for compliance with changes in regulations of codes that materially change the scope of work for the Solar System.

26. Repair of damage to roadways, sidewalks, or driveways that may occur when construction equipment and vehicles are being used in the normal course of construction unless such damage is caused by the negligence of Contractor.
174

27. Improve the construction of the Owner’s Property to support the Solar System,.

28. Remove or replace existing rot, rust, or insect infested structures;

29. Provide structural framing for any part of the Owner’s Property;

30. Pay for, remove, or remediate mold, fungus, mildew, or organic pathogens;

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APPROXIMATE LAYOUT

TREE REMOVAL
176
177
EXHIBIT C WORK ORDER – TOWN OF MORAGA – COUNCIL

CHAMBERS AND CORP YARD
This work Order (“Work Order”) is issued pursuant to and governed by the Energy Solutions Master Agreement (“Agreement”) dated ____________, between the Town of Moraga (“Town”) and SolarNorcal, LLC d/b/a Excite Energy (“Contractor”). In the event of conflict, the Agreement shall control in accordance with Section 8.17 (Priority of Documents).

9. Description of the Generator and Significant Equipment to be Installed. Contractor will furnish all labor, materials, equipment, supervision, and contract administration to complete in a good and workmanlike manner the following: 20 kW diesel generator as described more fully in the engineering drawings to be prepared by Contractor subsequent to the execution of this Work Order.

Contractor’s scope of work under this Work Order does not include any of the items listed in “Work Exclusions.” All components of the System will comply with UL listing standards. The work, materials, and equipment to be used in the construction of the System are described below. a. Generator: 20 kW diesel backup generator (120V/240V) Generac Commercial Gas RD Series or equivalent will be installed.

10. Work Order Price. Town shall pay Contractor the fixed sum of $55,000 (“Work Order Price”) for the Work performed under this Work Order, subject to additions and deductions pursuant to Change Orders approved in accordance with the Work Order.
a. Down Payment: $5,500 is due after Work Order execution. b. Payments: Payments shall be made in accordance with Section 4.2 of the Agreement. c. Installation Appointment: Solar Contractor requires two weeks’ notice to change the installation appointment date. Town will be charged $20,000 for changing the installation appointment date with less than two weeks’ notice due to costs Contractor will incur because of rescheduling installation crews.

11. Schedule of Progress Payments. Town shall pay Contractor according to the schedule below, consistent with Section 4.2 of the Agreement.
a. Invoice 1: $5,500 after contract execution.
b. Invoice 2: $22,000 after the AHJ issues the building permit. c. Invoice 3: $19,250 after the generator is installed at the project site. d. Invoice 4: $5,500 after substantial completion. Title transfers to the owner. e. Invoice 5: $2,750 after all punch list items from substantial completion are completed.

12. Start and Completion of Work. The Work shall commence following issuance of Notice to Proceed in accordance with Exhibit F of the Agreement. The work to be performed under this Work Order shall be commenced on approximately between January 2027 and April 2027, as long as any required building permits are received, utility pre-approvals received (if applicable) and any agreed upon funds are paid to Contractor.
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Estimated Project Schedule. All schedule dates are estimates only and subject to adjustment in accordance with the Agreement, including Excusable Delay and Force Majeure provisions. • Plans submitted for 50% design review: 8 weeks after contract execution. • Plans submitted for 100% design review: 10 weeks after contract execution. • AHJ approval of plans estimated between 4-8 weeks after submission. • Generator installation is approximately 2 weeks. Please note there is an estimated 25–30- week procurement lead time after generator order is placed (after building plans are issued). • Fire department and AHJ inspections 2-3 weeks after substantial completion.

13. Limited 1-Year Warranty. Contractor provides a 1-year workmanship warranty. Manufacturer warranties shall be passed through to Town in accordance with the Agreement.

14. Inspections, Building Department and Engineering Requirements. Contractor will coordinate and attend local building department inspections as needed. Town is expected to be at the final utility inspection if requested by the utility company.

15. Town’s Responsibilities and Representations.
a. Installation: Town is responsible for making the Property ready and in the condition, Contractor used to create the proposal. During Installation, Town shall not move, remove, modify, alter, or change in any way the equipment or any part thereof without the prior written approval of Contractor. Notwithstanding the foregoing, Town shall take reasonable steps to protect the Solar System and generator from damage or injury if, due to an emergency, it is not possible or reasonable to notify Contractor before taking any such actions.

Unanticipated Work: Town is solely responsible for the coordination and expense of any unanticipated work during installation due to subsurface or unknown physical conditions which differ from those described in the proposal, this Work Order or a Change Order.

16. Property Release. Town grants Contractor the irrevocable right and permission to photograph the exterior of the Property, upon substantial completion of Contractor’s work, and to use, reuse, and publish, in any manner, such photographs, in whole or in part, either by themselves or in conjunction with other photographs, in any medium or form of distribution, and for any commercial or promotional purpose whatsoever; provided that upon Town’s request that Contractor cease using such photographs. Contractor will use reasonable efforts to cease such use within a reasonable period of time.
[Signature Page Follows]
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This Work Order is executed pursuant to the Agreement and shall not be effective unless executed by both Parties.

Town of Moraga, California SolarNorcal, LLC dba Excite Energy Signature: Signature:

Name: Name:

Title: Title:

Date: ________________________ Date: ________________________ 180

WORK EXCLUSIONS
The following exclusions are incorporated into this Work Order but shall be interpreted consistently with the Agreement.

31. The electrical infrastructure has provisions for a generator connection via a breaker and is approved by both the building department and utility. Gen

32. All existing infrastructure on the property is assumed to be code compliant with the local authority having jurisdiction (AHJ). Any unknown modifications required by the AHJ in excess of the scope listed in this proposal are excluded and may result in additional costs.

33. Blocking off work zones shall be permissible.

34. Builders risk insurance is not included.

35. Removal of hazardous materials or spoil from job sites is not included.

36. The project is bid as prevailing wages.

37. Erosion, dust control, and stormwater management (SWPPP) development, filing, and compliance measures are not included.

38. Flood, biological, cultural, archaeological, and paleontological studies, mitigation measures, and associated costs and schedule impacts are not included.

39. Warranty due to flood damage.

40. Utility upgrade costs.

41. Upgrade existing electrical equipment.

42. If the customer chooses to move forward with Excite Energy, we would like to revisit the sites before finalizing the contract to open the panel using the necessary PPE.

43. Review and agreement of what loads will be backed up by the generator during the design review stage.

44. Assumed all breakers to be backed up by the generator system can be moved out of the mail panel into a protected loads panel.

45. All conduit runs are assumed to be externally mounted.

46. Pay for the removal or relocation of equipment, obstacles, or vegetation in the vicinity of the Solar System.

47. Traffic control and site security.

48. Costs associated with damaged utilities including irrigation not marked by utility or shown on customer provided as built drawings.

49. Landscaping over backfilled trench.

50. FAA permits, local and state planning and zoning permits, local conditional use permits, and easements.

51. Install any smoke detectors, sprinklers, or life safety equipment required by municipal code or inspectors as a result of the Solar System installation.

52. Pay for any costs associated with municipal design or architectural review, or other specialty permits. This includes cost to attend any public hearings, notification of neighbors, or additional drawings required.

53. Paint electrical boxes or conduit at the Property.

54. Repair of damage to roadways, sidewalks, or driveways that may occur when construction equipment and vehicles are being used in the normal course of construction unless such damage is caused by the negligence of Contractor
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EXHIBIT C WORK ORDER – TOWN OF MORAGA – LIBRARY
This work Order (“Work Order”) is issued pursuant to and governed by the Energy Solutions Master Agreement (“Agreement”) dated ____________, between the Town of Moraga (“Town”) and SolarNorcal, LLC d/b/a Excite Energy (“Contractor”). In the event of conflict, the Agreement shall control in accordance with Section 8.17 (Priority of Documents).

17. Description of the Solar System and Significant Equipment to be Installed. Contractor will furnish all labor, materials, equipment, supervision, and contract administration to complete in a good and workmanlike manner the following: Solar System that will produce approximately 98,674 kWh’s 1st year as described more fully in the engineering drawings to be prepared by Contractor subsequent to the execution of this Work Order. Contractor’s scope of work under this Work Order does not include any of the items listed in “Work Exclusions.” All components of the Solar System will comply with UL listing standards. The work, materials, and equipment to be used in the construction of the Solar System are described below.
a. Installation Site: The PV modules will be installed on a ground mount. Please see “Approximate Layout.”
b. Electrical: DC power from the solar modules will be routed on the racking to the inverters.

AC power from the inverters will be routed to the point of interconnection. Conduit will be run externally on the walls of the building.
c. Solar Modules: 96 Hyundai HiN-T640NJ 640-watt modules or equivalent. These modules are covered by a 12-year manufacturer product warranty and 25-year manufacturer performance warranty.
d. Inverters: 2 x Chint Power Systems CPS SCA-25KTL-DO/US-208 or equivalent will be installed. These state-of-the-art inverters / batteries carry a standard 10-year manufacturer warranty.
e. Batteries: not included.
f. Monitoring: Includes monitoring through the Chint Power Systems app. Owner will be solely responsible for providing internet to the Chint Power Systems FlexOM monitoring device.
g. Generator: 80 kW diesel backup generator (208V/120V) John Deere 4045HFG04 or equivalent will be installed.

18. Work Order Price. City shall pay Contractor the fixed sum of $417,906 (“Work Order Price”) for the Work performed under this Work Order, subject to additions and deductions pursuant to Change Orders approved in accordance with the Work Order.
a. Down Payment: $41,790.06 is due after Work Order execution. b. Payments: Payments shall be made in accordance with Section 4.2 of the Agreement. c. Installation Appointment: Solar Contractor requires two weeks’ notice to change the installation appointment date. Town will be charged $20,000 for changing the installation appointment date with less than two weeks’ notice due to costs Contractor will incur because of rescheduling installation crews.
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19. Schedule of Progress Payments. Town shall pay Contractor according to the schedule below, consistent with Section 4.2 of the Agreement.
a. Invoice 1: $41,791 after contract execution.
b. Invoice 2: $20,895 after building plans are submitted to the AHJ. c. Invoice 3: $20,895 after the AHJ issues the building permit. d. Invoice 4: $125,372 after the solar modules are delivered to the project site. e. Invoice 5: $83,581 after the solar modules are installed on the ground mount racking. f. Invoice 6: $62,686 after the generator is delivered to the project site. g. Invoice 7: $41,791 after substantial completion. Title transfers to the owner. h. Invoice 8: $20,895 after the utility issues Permission to Operate and all punch list items from substantial completion are completed.

20. Start and Completion of Work. The Work shall commence following issuance of Notice to Proceed in accordance with Exhibit F of the Agreement. The work to be performed under this Work Order shall be commenced on approximately between September 2026 and April 2027, as long as any required building permits are received, utility pre-approvals received (if applicable) and any agreed upon funds are paid to Contractor.

Estimated Project Schedule. All schedule dates are estimates only and subject to adjustment in accordance with the Agreement, including Excusable Delay and Force Majeure provisions. • Plans submitted for 50% design review: 8 weeks after contract execution. • Plans submitted for 100% design review: 10 weeks after contract execution. • AHJ approval of plans estimated between 10-16 weeks after submission. • Solar installation is approximately 3 weeks. Installation to start based upon agreed upon schedule.
• Generator installation is approximately 2 weeks. Please note there is an estimated 25–30- week procurement lead time after generator order is placed (after building plans are issued). • Fire department and AHJ inspections 2-3 weeks after substantial completion. • PG&E permission to operate 4-12 weeks after AHJ final.

21. Limited 1-Year Warranty. Contractor provides a 1-year workmanship warranty. Manufacturer warranties shall be passed through to Town in accordance with the Agreement.

22. Inspections, Building Department and Engineering Requirements. Contractor will coordinate and attend local building department inspections as needed. Town is expected to be at the final utility inspection if requested by the utility company.

23. Town’s Responsibilities and Representations.
a. Installation: Town is responsible for making the Property ready and in the condition, Contractor used to create the proposal. During Installation, Town shall not move, remove, modify, alter, or change in any way the equipment or any part thereof without the prior written approval of Contractor. Notwithstanding the foregoing, Town shall take reasonable steps to protect the Solar System and generator from damage or injury if, due to an emergency, it is not possible or reasonable to notify Contractor before taking any such actions.
183
Unanticipated Work: Town is solely responsible for the coordination and expense of any unanticipated work during installation due to subsurface or unknown physical conditions which differ from those described in the proposal, this Work Order or a Change Order. b. Tree Removal: If necessary or desired to improve the performance of the Solar System, tree removal is the sole responsibility of the Town. Modeling is based on tree removal and system will not meet estimated production without tree removal. Please suggested “Tree Removal.”

24. Property Release. Town grants Contractor the irrevocable right and permission to photograph the exterior of the Property, upon substantial completion of Contractor’s work, and to use, reuse, and publish, in any manner, such photographs, in whole or in part, either by themselves or in conjunction with other photographs, in any medium or form of distribution, and for any commercial or promotional purpose whatsoever; provided that upon Town’s request that Contractor cease using such photographs. Contractor will use reasonable efforts to cease such use within a reasonable period of time.
[Signature Page Follows]
184
This Work Order is executed pursuant to the Agreement and shall not be effective unless executed by both Parties.

Town of Moraga, California SolarNorcal, LLC dba Excite Energy Signature: Signature:

Name: Name:

Title: Title:

Date: ________________________ Date: ________________________ 185

WORK EXCLUSIONS
The following exclusions are incorporated into this Work Order but shall be interpreted consistently with the Agreement.

55. The electrical infrastructure has provisions for a solar connection via a breaker or line-side tap and is approved by both the building department and utility. Generator has provisions via a breaker to feed the protected loads panel.

56. All existing infrastructure on the property is assumed to be code compliant with the local authority having jurisdiction (AHJ). Any unknown modifications required by the AHJ in excess of the scope listed in this proposal are excluded and may result in additional costs.

57. Blocking off work zones shall be permissible.

58. Builders risk insurance is not included.

59. Removal of hazardous materials or spoil from job sites is not included.

60. The project is bid as prevailing wages.

61. Erosion, dust control, and stormwater management (SWPPP) development, filing, and compliance measures are not included.

62. Flood, biological, cultural, archaeological, and paleontological studies, mitigation measures, and associated costs and schedule impacts are not included.

63. Warranty due to flood damage.

64. Utility upgrade costs.

65. Upgrade existing electrical equipment.

66. If the customer chooses to move forward with Excite Energy, we would like to revisit the sites before finalizing the contract to open the panel using the necessary PPE.

67. Equipment bid is based on the current FEOC guidelines at the time of the bid. Any future changes to FEOC rules may require changing equipment to maintain tax credit and require a rebid.

68. Review and agreement of what loads will be backed up by the generator during the design review stage.

69. Assumed all breakers to be backed up by the generator system can be moved out of the mail panel into a protected loads panel.

70. All conduit runs are assumed to be externally mounted.

71. Driving piles more than 4-minute counts as refusal or if a pile does not move one inch per minute; pricing is based on normal subsurface conditions not to exceed 2,500 PSF (Blow count, N, of 45 to 55 blows/ft). Piles will be driven to refusal; (i) reinstallation of piles will be charged on a T&M base. If rock coring is required, additional cost will apply.

72. Pay for the removal or relocation of equipment, obstacles, or vegetation in the vicinity of the Solar System.

73. Traffic control and site security.

74. Rock excavation or dewatering.

75. Costs associated with damaged utilities including irrigation not marked by utility or shown on customer provided as built drawings.

76. Landscaping over backfilled trench.

77. Fencing around solar array.

78. FAA permits, local and state planning and zoning permits, local conditional use permits, and easements.

79. Install any smoke detectors, sprinklers, or life safety equipment required by municipal code or inspectors as a result of the Solar System installation.

80. Pay for any costs associated with municipal design or architectural review, or other specialty permits. This includes cost to attend any public hearings, notification of neighbors, or additional drawings required.
186

81. Paint electrical boxes or conduit at the Property.

82. Pay for compliance with changes in regulations of codes that materially change the scope of work for the Solar System.

83. Repair of damage to roadways, sidewalks, or driveways that may occur when construction equipment and vehicles are being used in the normal course of construction unless such damage is caused by the negligence of Contractor.

187

APPROXIMATE LAYOUT
188

TREE REMOVAL
189
D-1
Exhibit D
Insurance
Contractor Insurance Requirements:

1. Minimum Scope of Insurance. Consultant agrees to have and maintain, for the duration of this Agreement the following minimum levels of insurance coverage:

1. Consultant agrees to have and maintain, for the duration of this Agreement, a General Liability insurance policy insuring it and its firm to an amount not less than $2,000,000 (Two Million Dollars) combined single limit per occurrence and in the aggregate for bodily injury, personal injury and property damage with an aggregate limit of twice the required occurrence limit.

2. Consultant agrees to have and maintain for the duration of this Agreement an Automobile Liability insurance policy insuring it and its staff to an amount not less than $2,000,000 (Two Million Dollars) combined single limit per accident for bodily injury and property damage.

3. Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’s operations under this Agreement, whether such operations be by Consultant or by its employees, subcontractors, or subconsultants. The amount of this insurance shall not be less than $2,000,000 (Two Million Dollars) on a claims-made and annual aggregate basis. Consultant shall procure the professional errors and omissions liability insurance described herein and shall ensure that the policy provides and allows for a reporting period of at least four (4) years after the professional liability policy expires. A Workers’ Compensation and Employers’ Liability policy written in accordance with the laws of the State of California and providing coverage for any and all employees of Consultant:

1. This policy shall provide coverage for Workers’ Compensation (Coverage A).

2. This policy shall also provide required coverage for Employers’ Liability (Coverage B.)

4. All of the following endorsements are required to be made a part of each of the required policies, except for the Professional Liability and Workers’ Compensation and Employers’ Liability policies, as stipulated below:

1. “The Town of Moraga, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Contractor products and completed operations of the Contractor, premises owned, occupied or used by the Contractor: or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Town of Moraga, its officers, officials, employees, agents or volunteers.”
190
D-2

2. “This policy shall be considered primary insurance as respects any other valid and collectible insurance the Town may possess, including any selfinsured retention the Town may have, and any other insurance the Town does possess shall be considered excess insurance only and shall not contribute with it.”

3. “This insurance shall act for each insured and additional insured as though a separate policy had been written for each. This, however, will not act to increase the limit of liability of the insuring company.”

5. Consultant shall provide to the Town all certificates of insurance with original endorsements effecting coverage required by this paragraph. Certificates of such insurance shall be filed with the Town on or before commencement of performance of this Agreement. The Town reserves the right to require complete, certified copies of all required insurance policies at any time.

6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers.

7. Consultant’s insurance shall apply separately to each insured against whom a claim is made, or suit is brought, except with respect to the limits of the insurer’s liability.

1. All Coverages. Each insurance policy required shall provide that coverage shall not be canceled, except after 30 days’ prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file with the Town Manager at all times during the term of this Agreement.

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

3. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Town. At the Town’s option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions.

Town Insurance Requirements:

1. Required Coverage. Town shall carry and maintain with carriers or self-insurance, as a minimum, the following insurance coverage:
(a) Workers Compensation Insurance and Employers Liability. In accordance with the laws of the state of where work may be done with limits for employers liability in the minimum amount of one million dollars ($1,000,000) for each occurrence and one million dollars ($1,000,000) for each occurrence of bodily injury on a per employee basis; (b) Commercial General Liability. One million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) in the aggregate for bodily injury, personal injury and property damage, products and completed operations:
(c) Commercial Automobile Liability, Any Auto. One million dollars ($1,000,000) per accident including owned, non-owned, and hired automobiles. 191
D-3
(d) Umbrella Coverage. Excess coverage of four million dollars ($4,000,000) per occurrence and aggregate, or any other equivalent, available insurance coverage of the Contractor.

2. Policy Endorsements. Insurance coverage required to be maintained by Town under this Agreement shall provide a severability of interests or cross liability clause for Commercial General Liability Insurance;

3. Certificates. Town shall throughout the Agreement Term provide certificate(s) and/or memoranda of insurance evidencing the coverage specified in this Exhibit to Contractor upon Contractor’s reasonable request.
192

EXHIBIT E
Example Certificate of Substantial/Final Completion and Acceptance The undersigned, Town of Moraga (“the Town”), having its office at ___________________________________, having entered into the Facility Solutions Agreement (“Agreement”) dated ________________________, with SolarNorcal, LLC d/b/a Excite Energy (“Contractor”), does hereby certify as follows:

I am authorized to issue this [Substantial][Final] Completion Certificate on behalf of the Town.

As of the date hereof, all the requirements for achievement of [Substantial][Final] Completion pursuant to the Agreement have been met.

ACCEPTANCE
Contractor: SolarNorcal, LLC d/b/a Excite Energy
By: ____________________________
Name:

Title:

Town:

Town of ______________
By:_____________________________
Name:

Title:
193
Exhibit F
Example Notice to Proceed
SolarNorcal, LLC d/b/a Excite Energy, Inc.
1512 Silica Avenue
Sacramento, CA 95815
Kecia Davison, Vice President
Re: Notice to Proceed
Dear Sir or Madam:

This Notice to Proceed is being issued by Town of ____________________ (“Town”) to SolarNorcal, LLC d/b/a Excite Energy, Inc. (“Contractor”) pursuant to the that certain Facility Solutions Agreement by and between Town and Contractor dated as of ________________________.

This Notice to Proceed authorizes the Work described by Exhibit C of the Agreement.

By signing and dating this Notice to Proceed, the parties hereto agree to these terms and represent and warrant they have the authority to execute this Notice to Proceed on behalf of their respective organizations.

ACKNOWLEDGED & AGREED TO:

Town of ____________________ SolarNorcal, LLC
Signature: Signature:

Name: Name:

Title: Title:

Date: ________________________ Date: ________________________ 194
Town Facilities Energy Reliability
Category
Project 329 Rheem Blvd
Buildings & Facilities (Municipal
Facilities)
Project No: 23-108
Public Works
Location:

Responsible
Department:
2025-26 2026-27 2027-28 2029-30

PROJECT
TOTAL

EXPENDITURES
(Thousands of Dollars)
2028-29
FY 24/25
Carryover
Prior FY
Actuals
FY2024 -
FY2025
Expenses
071 - Administration 2 113 70 35 220
072 - Construction 150 470 150 770
073 - Const Mgmt/Inspection 20 120 75 85 300
076 - Engineering 35 115 85 20 255
078 - Legal 80 40 120
EXPENDITURE TOTALS 57 578 740 290 1,665
FUNDING SOURCES
-General Fund (Palos Colorados Loan) 600 600
102-ARPA 57 27 84
210-Measure J 175 150 325
211-Measure J 28C 56 56
213-Measure K 84 140 224
716-Comcast PEG 140 140
780-Government Impact Fees 236 236
FUNDING TOTALS 57 578 740 290 1,665
Account Number & Status:   700-721-XXX-23 - Funded
Project Objective:   Develop reliable energy sources for emergency backup for critical Town facilities utilizing green energy resources to the extent feasible. This project addresses FY 25-26 and FY 26-27 Town Goal #3 and Priorities #3
Project Description:   Develop RFP, specifications, and contracts, and inspect construction related to a Power Purchase agreement or upfront Capital Investment to install reliable and automatic operations backup emergency power generation. Explore options for clean energy generation, including but not limited to solar power and battery backups. Also includes additional electric vehicle chargers where cost-feasible.

Basis for Schedule:   Need for adequate emergency power at critical Town facilities. The Project is proposed for two construction phases through Power Purchasing Agreement or upfront Capital Investment: 1) Installation of Town offices emergency generator; and 2) Installation of solar panels on parking lot canopies and fleet charging stations and repairing parking for ADA issues.

Basis for Cost:   Design, Permitting, and Construction are to be funded by 1) PPA; or 2) Upfront Capital Investment, depending on the Town Council's approved funding scenario. The funding table shows PPA costs.

Upfront Capital Investment is not shown. Construction cost estimate based on Facilities Energy Generation Study data. Project management for Emergency Generators, Solar Generation, and Charging Stations funded by Fund 780. Parking lot reconfiguration and repairs by Fund 210 - Measure J funds.

Project Balance Note:

Attachment D
195
Work Item 2026 2027
Town of Moraga Preliminary Project Schedule
Estimated Start Date of 2026
May 2026Jun 2026Jul 2026Aug 2026Sep 2026Oct 2026Nov 2026Dec 2026Jan 2027Feb 2027Mar 2027Apr 2027May 2027Jun 2027Jul 2027Aug 2027Sep 2027Oct 2027Nov 2027 Project Kickoff & MobilizationEngineering, Design & PermittingUtility InterconnectionProcurement & Materials Management Before July 4th,2026Backup Generator InstallationsSolar Construction - Town Hall/PDSolar Construction - LibraryCommissioningCloseout & TurnoverDevelop Web-Based Visual Display for Public Education Schedule is preliminary and subject to change
Attachment EE
196

TOWN OF MORAGA

TOWN COUNCIL REGULAR MEETING
April 8, 2026
Addendum(s) to Published Agenda
9: Public Hearing
9A: Conduct the Public Hearing and adopt a Resolution:

1. Determining that the anticipated cost to the Town of the Town Facilities Energy Reliability Project is less than the projected energy utility costs to be consumed by the Town over the useful life of the project, as required by California Government Code Section 4217;

2. Authorizing the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney;

3. Authorizing the Town Engineer to execute change orders within the contingency;

4. Authorizing a 0%, 15-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $600,000;

5. Appropriating an additional $470,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,665,000; and

6. Finding the proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15303 (Class 3-New Construction or Conversion of Small Structures).

Updates Include:
• Redlined version of original Staff Report for reference 197
PUBLIC HEARING: 9A.

Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT
To: Honorable Mayor and Councilmembers
From: Nate Levine, Interim Public Works Director/Town Engineer Katie Bruner, Administrative Services Director
Subject: Town Facilities Energy Reliability Project– Proposed Agreement, Recommended Financing, and Project Budget

RECOMMENDATION
Conduct the Public Hearing and adopt a Resolution:

1. Determining that the anticipated cost to the Town of the Town Facilities Energy Reliability Project is less than the projected energy utility costs to be consumed by the Town over the useful life of the project, as required by California Government Code Section 4217;

2. Authorizing the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney;

3. Authorizing the Town Engineer to execute change orders within the contingency;

4. Authorizing a 0%, 2015-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $67500,000;

5. Appropriating an additional $470,000545,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,665,0001,740,000; and

6. Finding the proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15303 (Class 3-New Construction or Conversion of Small Structures).

BACKGROUND
1 198
The Town has been evaluating energy reliability improvements for key municipal facilities in response to repeated PG&E Public Safety Power Shutoff (PSPS) events and other outages, as well as the Town’s need for improved backup power and continuity of operations.

On March 11, 2026 , the Town Council received a project update, reviewed project alternatives, and selected Option 3 – Generators + Solar as the preferred project direction for the Town Facilities Energy Reliability Project. Under that option, the Town will install new backup generators at Town Hall, the Corporation Yard, and the Library, along with solar improvements at Town Hall and the Library. Staff was directed to continue working with the selected vendor to refine the scope, schedule, and contract terms, and to return to the Town Council with a proposed agreement for consideration.

Since that meeting, staff has worked with Excite Energy to refine the proposed project scope, implementation approach, and contract terms. Staff has also continued to evaluate project financing options, including external and internal financing.

DISCUSSION
The purpose of this item is to conduct the public hearing required under California Government Code Section 4217, consider approval of the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, and provide direction regarding the project financing approach.

Since the March 11, 2026, Town Council meeting, staff has worked with Excite Energy to refine the proposed agreement, confirm the project scope, and evaluate implementation and financing options for the Town’s preferred project direction, Option 3 – Generators + Solar.

The proposed agreement (Attachment C) reflects the project scope that staff believes best balances resiliency, site compatibility, and financial performance. Compared to the broader microgrid concepts previously evaluated, this refined approach reduces project complexity while still addressing the Town’s primary backup power needs and providing utility cost savings.

This item is also being presented under Government Code Section 4217, which allows the Town to enter into an energy service contract if the Town Council finds, at a duly noticed public hearing, that the anticipated cost of the project is less than the projected energy utility costs that would be consumed by the Town over the useful life of the project. The required public hearing is part of this agenda item.

Following the recent rain event on April 1, 2026, Town staff identified a roof leak at Town Hall and subsequently reviewed the available roof history. That review indicated that the Town Hall roof is older than previously understood, has exceeded its useful life, and will need to be replaced before the solar panels are installed. While estimates to repair the roof are being obtained, staff has conservatively estimated needing an additional $75,000 for the roof replacement.

Financing Options
CIP 23- 108 was authorized in the Town's Fiscal Year (FY) 2025-26 and FY 2026-27 Capital Budget, with a total project budget of $1,195,000. Project funding sources include American Rescue Plan Act (ARPA) funds, Measure J, Measure K, Government Impact Fees, and Public 199
Education Government Access (PEG) funds. With the revised project scope no longer placing solar panels at Council Chambers, staff does not recommend using the $ 130,000 in PEG funds authorized in FY 2025-26. This leaves $1,065,000 in available project funding. With a revised total project cost of $1,665,0001,740,000, a financing gap of $600,07500 remains.

Staff has evaluated both external financing and internal Town financing for the project. After discussions with several loan agents, current loan rates range from 4.5% to upwards of 6%, plus origination costs, and the process would add time, costs, and administrative complexity to project delivery. With an internal loan from the Palos Colorados Fund, Town Council would set the repayment terms. Alternatively, Town Council could choose to use General Fund Reserves or Palos Colorados Funds for this project and not issue an internal loan.

The table below compares the total cost and annual payment for a $67500,000 2015-year loan.

Staff assumes that the Federal Investment Tax Credit (FITC) Direct Pay the Town will receive, in the amount of $148,494, will be used as an early loan payment.

Internal Loan Internal Loan External Loan
0% 2% 5.65%
Loan Amount $67500,000 $67500,000 $67500,000
Origination Costs $0 $0 $75,000 -
$100,000
Term 2015 years 2015 years 2015 years
FITC Direct Pay $148,494 $148,494 $148,494
Annual Payment $30,00026,325 $38,26943,053 $52,31158,850 Total Payments $600675,000 $765,381861,054 $1,046,2141,176,990 Staff recommends an interest-free, 2015-year internal Town loan from the Palos Colorados Fund to the General Fund for funding this project. The Palos Colorados Fund has an audited fund balance of $2,785,733 as of June 30, 2025. Staff believes this approach provides the most practical path forward because it avoids unfavorable external borrowing terms, simplifies implementation, and allows the Town to move more efficiently toward construction. Additionally, an internal loan would be the payment of last resort, allowing staff to only finance the portion of the project costs that are actually incurred. An internal loan will also not reduce the Town's future bonding capacity should a need for debt issuance be identified in the future.

Loan terms and an amortization schedule for a 0%, 2015-year internal loan is included as Attachment B.

Projected Savings
Government Code Section 4217 requires that the anticipated cost of the project is less than the projected energy utility costs that would be consumed by the Town over the useful life of the project. Projected project savings incorporate the cost of financing, energy costs, and operations and maintenance expenditures less annual project energy savings and the $148,494 FITC the Town will receive for this project.

Total projected savings over a 20-year period are projected as follows for the following financing scenarios:

Internal Loan Internal Loan External Loan 200
0% 2% 5.65%
20-Year Projected $499,736400,
918
$339,685250,
390
$56,512-
$65,546 Savings

FISCAL IMPACT
Staff recommends Council appropriate an additional $545,000470,000 for CIP 23-108 for a total project budget of $1,665,000740,000. The total project budget consists of:
$890,066 for the Excite Energy contract;
$375,000 for separate Town Hall parking lot work;
$125,000 in Town-incurred costs outside the Excite contract (e.g., tree trimming, project support, and other contract services) . This total includes the Clean Coalition contract amendment that is being presented as a separate staff report on the 04/08/26 agenda; $172,300 in staff and consultant costs expended to-date; $102,634 for project contingencies.
$75,000 for 329 Rheem Roof Replacement
Funding sources for CIP 23-108 include ARPA funds, Measure J, Measure K, Government Impact Fees, and PEG funds, as well as the recommended internal loan from the Palos Colorados Fund to the General Fund, as detailed in CIP Project page, Attachment D.

The Town currently has approximately $880,000 in remaining CIP funding for this overall effort.

Because the total project cost exceeds the currently available CIP budget, staff recommends funding the project through an internal Town loan from the Palos Colorados Fund to the General Fund of up to $67005,000. Under this approach, available CIP funds would be used for a portion of the overall project cost, with the remaining amount financed internally over a 15- year period.

As shown in the loan terms, Attachment B, the Town's Federal ITC Direct Pay of $148,494 would be used as part of the loan payment in year 2, with all other loan payments around $30,00026,325 per year.

In issuing a 20-year, interest free loan, the Town’s General Fund would not receive approximately $23,000 per year in interest, assuming a 3.5% interest rate.

CEQA COMPLIANCE
The proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15301 (Class 1 – Existing Facilities), which applies to the repair, maintenance, and minor alteration of existing public facilities involving negligible or no expansion of use and Section 15303 (Class 3- New Construction or Conversion of Small Structures), which applies to the construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the Structure including but not limited to utility extensions and accessory structures. The project consists of improvements to existing Town facilities, including generator and related electrical upgrades and limited solar improvements. Staff has also determined that and Section 15303 (Class 3- New Construction or Conversion of Small Structures), which applies to the construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the Structure including but not limited 201 to utility extensions and accessory structures. The project consists of improvements to existing Town facilities, including generator and related electrical upgrades and limited solar improvements. Staff has also determined that none of the exceptions to categorical exemptions set forth in CEQA Guidelines Section 15300.2 apply.

ALTERNATIVES

1. Direct staff to return with additional analysis; or

2. Make revisions to the recommendations and provide direction to staff.

NEXT STEPS
Upon approval of the proposed Resolution, staff will:

1. Finalize and execute the agreement with Excite Energy.

2. Complete the internal loan and project funding setup.

3. Coordinate final project sequencing and schedule (Attachment E) with Excite Energy.

4. Complete remaining implementation tasks needed to move the project into construction.

ATTACHMENTS
Attachment A - Draft Resolution - Energy Generation Project Attachment B - Palos GF Loan Terms
Attachment C - Energy Solutions Draft Agreement
Attachment D - Revised CIP Project Sheet
Attachment E - Proposed Project Schedule Addendum
5 202

TOWN OF MORAGA

TOWN COUNCIL REGULAR MEETING
April 8, 2026
Addendum(s) to Published Agenda
9: Public Hearing
9A: Conduct the Public Hearing and adopt a Resolution:

1. Determining that the anticipated cost to the Town of the Town Facilities Energy Reliability Project is less than the projected energy utility costs to be consumed by the Town over the useful life of the project, as required by California Government Code Section 4217;

2. Authorizing the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney;

3. Authorizing the Town Engineer to execute change orders within the contingency;

4. Authorizing a 0%, 15-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $600,000;

5. Appropriating an additional $470,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,665,000; and

6. Finding the proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15303 (Class 3-New Construction or Conversion of Small Structures).

Updates Include:
• Revisions to Attachment A – Draft Resolution
o Changes are redlined
203
Attachment A
Resolution No. XX-2026 1 April 8, 2026

TOWN OF MORAGA

TOWN COUNCIL
RESOLUTION NO. xx-2026

DETERMINING THE ANTICIPATED COST TO THE TOWN OF IS LESS THAN THE

PROJECTED ENERGY UTILITY COSTS CONSUMED BY THE TOWN OVER THE USEFUL LIFE OF THE TOWN FACILITIES ENERGY RELIABILITY PROJECT;

AUTHORIZING THE TOWN MANAGER TO FINALIZE AND EXECUTE AN AGREEMENT WITH EXCITE ENERGY; AUTHORIZING A LOAN FROM THE PALOS

COLORADOS FUND TO THE GENERAL FUND AND AUTHORIZING INCREASED APPROPRIATIONS FOR CIP 23-108, TOWN FACILITIES ENERGY RELIABILITY;

AND FINDING THE PROJECT EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS 15301 AND 15030
WHEREAS, on March 11, 2026, the Town Council received a project update, reviewed project alternatives, and selected Option 3 – Generators + Solar as the preferred project direction for the Town Facilities Energy Reliability Project. Under that option, the Town would install new backup generators at Town Hall, the Corporation Yard, and the Library, along with solar improvements at Town Hall and the Library. Staff was directed to continue working with the selected vendor to refine the scope, schedule, and contract terms, and to return to the Town Council with a proposed agreement for consideration; WHEREAS, since the March 11, 2026, Town Council meeting, staff has worked with Excite Energy to refine the proposed agreement, confirm the project scope, and evaluate implementation and financing options for the Town’s preferred project direction; WHEREAS, CIP 23-108 was authorized with a project budget of $1,195,000 in the FY 2025-26 and FY 2026-27 Capital Improvement Budget;
WHEREAS, the revised project scope of work estimates the total project cost to be $1,641,311;
WHEREAS, staff has identified a funding gap of $586,311675,000; WHEREAS, staff has evaluated both external and internal financing for the project and recommends a 0% interest, 2015-year internal loan from the Palos Colorados Fund to the General Fund;
WHEREAS, as of June 30, 2025, the Palos Colorados Fund has an audited fund balance of $2,785,733;
WHEREAS, The Town Council of Moraga held a public hearing on April 8, 2026, as required by California Government Code Section 4217, et. seq.; 204
Attachment A
Resolution No. XX-2026 2 April 8, 2026
WHEREAS, California Government Code Section 4217, et. seq., authorizes the Town Council to enter into an Energy Services Contract for the implementation of energy related improvements if the Council finds that it is in the best interest of the Town to enter into such Energy Service Contract and that the anticipated cost to the Town for thermal or electrical energy or conservation services provided by Excite Energy under the contract will be less than the anticipated marginal cost to the City/County of thermal, electrical, or other energy that would have been consumed by the City/County in absent of those purchases; and
WHEREAS, the proposed Energy Service Contract by and between the town and Excite Energy for the implementation of certain energy measures whose cost to the Town such for thermal or electrical energy or conservation services provided under the Energy Service Contract will be less than the anticipated marginal cost to the Town of thermal, electrical, or other energy that would have been consumed by the Town absent of the implementation of the improvements under the Energy Service Contract.

NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Moraga, hereby makes the following findings and determinations:

1. Determines the anticipated cost to the Town for the Town Facilities Energy Reliability project will be less than the anticipated marginal cost to the Town thermal, electrical or other energy that would have been consumed by the Town over the useful life of the project in the absence of such project, as required by California Government Code Section 4217 et seq.

2. That it is in the Town’s best interest to authorize the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project pursuant to Government Code Section 4217, et. seq., for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney.

3. Authorize the Town Engineer to execute change orders within the contingency.

4. The proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15301 (Class 1 – Existing Facilities), which applies to the repair, maintenance, and minor alteration of existing public facilities involving negligible or no expansion of use and Section 15303 (Class 3-New Construction or Conversion of Small Structures), which applies to the construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the Structure including but not limited to utility extensions and accessory structures. The project consists of improvements to existing Town facilities, including generator and related electrical upgrades and limited solar improvements. None of the exceptions to categorical exemptions set forth in CEQA Guidelines Section 15300.2 apply. 205
Attachment A
Resolution No. XX-2026 3 April 8, 2026

5. Authorize a 0%, 2015-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $67500,000, with terms as outlined in Exhibit A to this resolution.

6. Authorize appropriating an additional $446,311545,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,641,3111,740,000.

7. The Town Manager or their designee is authorized and directed to take all actions necessary and proper to implement this resolution. 206

TOWN OF MORAGA

TOWN COUNCIL REGULAR MEETING
April 8, 2026
Addendum(s) to Published Agenda
9: Public Hearing
9A: Conduct the Public Hearing and adopt a Resolution:

1. Determining that the anticipated cost to the Town of the Town Facilities Energy Reliability Project is less than the projected energy utility costs to be consumed by the Town over the useful life of the project, as required by California Government Code Section 4217;

2. Authorizing the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney;

3. Authorizing the Town Engineer to execute change orders within the contingency;

4. Authorizing a 0%, 15-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $600,000;

5. Appropriating an additional $470,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,665,000; and

6. Finding the proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15303 (Class 3-New Construction or Conversion of Small Structures).

Updates Include:
• Revisions to Attachment B – Revised Palos GF Loan Terms 207
20 years
June 30, 2028
Fixed 0%
Not to Exceed $675,000
Year Interest Principal Total Payment Loan Balance
1 $0 $26,325 $26,325 $648,675
2 $0 $174,819 $174,819 $473,856
3 $0 $26,325 $26,325 $447,531
4 $0 $26,325 $26,325 $421,206
5 $0 $26,325 $26,325 $394,881
6 $0 $26,325 $26,325 $368,556
7 $0 $26,325 $26,325 $342,231
8 $0 $26,325 $26,325 $315,906
9 $0 $26,325 $26,325 $289,581
10 $0 $26,325 $26,325 $263,256
11 $0 $26,325 $26,325 $236,931
12 $0 $26,325 $26,325 $210,606
13 $0 $26,325 $26,325 $184,281
14 $0 $26,325 $26,325 $157,956
15 $0 $26,325 $26,325 $131,631
Payments The Federal Investment Tax Credit (FITC) shall be applied as payment to the loan upon receipt.

Terms to the Palos Colorados Fund Loan to the General
Fund for CIP 23-108: Town Facilities Energy Reliability Length of Loan
1st Payment due
Rate
Amount
Distribution of
Loan Funds
Annual payments are expected to be $26,325, based on
the amortization schedule shown below.

Loan payments will be transferred by Finance staff from the General Fund into the Palos Colorados Fund
The first payment shall be made on June 30, 2027
Payments shall be made annually, each June 30th.

Funds will be distributed as expenses occur, as tracked and accounted for in the Town's financial system using
the same process for all Capital Projects.

Should the amount of the project funding needed be less than $675,000, the Palos Colorados Fund will loan the
General Fund the actual amount of the project, including soft costs such as staff time.
208

TOWN OF MORAGA

TOWN COUNCIL REGULAR MEETING
April 8, 2026
Addendum(s) to Published Agenda
9: Public Hearing
9A: Conduct the Public Hearing and adopt a Resolution:

1. Determining that the anticipated cost to the Town of the Town Facilities Energy Reliability Project is less than the projected energy utility costs to be consumed by the Town over the useful life of the project, as required by California Government Code Section 4217;

2. Authorizing the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney;

3. Authorizing the Town Engineer to execute change orders within the contingency;

4. Authorizing a 0%, 15-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $600,000;

5. Appropriating an additional $470,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,665,000; and

6. Finding the proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15303 (Class 3-New Construction or Conversion of Small Structures).

Updates Include:
• Revisions to Attachment C – Energy Solutions Draft Agreement o Changes are redlined
209

ENERGY SOLUTIONS MASTER AGREEMENT
by and between
Town of Moraga
a California municipal corporation
and
SolarNorcal, LLC
(d/b/a Excite Energy)
5174 Hillsdale Cir.

El Dorado Hills, CA 95762
April [8], 2026
210
Energy Solutions Master Agreement
This FacilityEnergy Solutions Master Agreement (“Agreement”), dated as of April [8], 2026 (the “Effective Date”), is by and between the Town of Moraga, a California municipal corporation(the “Town”) and SolarNorcal, LLC, a California limited liability company d/b/a Excite Energy, CSLB #1018541 (the “Contractor”). The Town and Contractor may each be referred to herein as a “Party” and collectively as the “Parties.” Recitals
Whereas, Town desires to reduce energy consumption and operational expenses through the installation of energy conservation and energy generation technologies (“System”); Whereas, California Government Code § 4217.10 et seq. authorizes Counties to enter into agreements, contracts and related documents with private sector entities for developing energy generation and conservation projects upon Town’s finding that the anticipated costs for such services provided under this Agreement, together with any financing costs, will be less than the anticipated marginal energy costs to Town;
Whereas, Town has assigned specific areas on Town properties (each, a “Site”) on which the solar and energy conservation measures (each one, a “System”) will be constructed; Whereas, Town desires to engage Contractor to install energy efficiency upgrades, design, supply and install selected and listed scope of work at each Site; and Whereas, Contractor desires to provide such turnkey upgrades, design, supply and installation services, all in accordance with the terms and conditions set forth in this Agreement.

Now Therefore, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. Unless otherwise required by the context in which any term appears:
(a) capitalized terms used in this Agreement shall have the respective meanings set forth in Exhibit A; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation,” (d) references to “Sections” and “Exhibits” shall be to sections and exhibits of this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection; and (f) references to this Agreement shall include a reference to all attached Exhibits, as the same may be amended, modified, supplemented or replaced from time to time.

2. Contractor Certifications. This Agreement includes each of the certifications and declarations identified on Exhibit B, each of which shall be attached as an exhibit hereto and each of which must be completed by Contractor prior to commencement of the work on the Systems.

3. General.

3.1 Scope of Work
(a) Contractor shall furnish to Town turnkey energy efficiency upgrades and the engineering, design, permitting, procurement, construction management, installation, construction, monitoring, and commissioning of energy generation systems (each 1 211
of the Work for which payment is sought as Town may reasonably request. Town shall notify Contractor of any missing documentation within five (5) Business Days of receipt of invoice. (d) Town shall reasonably cooperate with Contractor in connection with submission of documentation required for CEC reimbursement. If the CEC delays payment to Town for longer than thirty (30) Business Days, or modifies the requirements for reimbursement, the Parties shall negotiate in good faith to develop a solution acceptable to both Parties.
(e) Town may withhold or, on account of subsequently discovered evidence, nullify and require repayment of the whole or part of any payment to the extent necessary to protect Town from Claims for which Town is entitled to indemnification pursuant to Section 7.4. loss for which Contractor is liable in accordance with this Agreement, including costs and actual attorneys’ fees, to the extent resulting from:
(i) any breach of this Agreement by Contractor;
(ii) claims filed or reasonable evidence indicating probable filing of claims;
(iii) failure of Contractor to make payments properly to its Subcontractors or for material, labor, or fringe benefits; (iv) a reasonable doubt that the Work to be completed as a condition to a payment has properly been completed;
(v) penalties assessed against Town for failure of Contractor to comply with state, federal, or local laws and regulations; or (vi) any other ground for withholding payment allowed by state or federal law, or as otherwise provided in this Agreement. (e) When the above matters are rectified, such amounts as then due and owing shall be paid or credited to Contractor.
(f) For any non-Contractor-caused delay or suspension lasting longer than one hundred eighty (180) Calendar Days, a fair and equitable solution shall be negotiated in good faith between Town and Contractor for any demonstrated additional costs required as a result of such delay or suspension.

5. Commencement and Completion.

5.1 Commencement and Substantial Completion.
(a) Contractor shall perform the Work as soon as practicable following the receipt of Town Notice to Proceed, which notice shall be substantially in the form attached hereto as Exhibit F or such other form as the Town and Contract may mutually agree. (b) Town shall provide access to the sites to complete the Work. (c) The Contractor shall achieve Substantial Completion as set forth in Work Order. Contractor may claim a justified extension of the Substantial Completion Date if it is or will be delayed in completing the Work for one or more of the following causes:
10 212
In Witness Whereof, the Parties hereto have duly executed and delivered this Agreement as of the date set forth above.

SolarNorcal, LLC
By:

Name:

Title:

CSLB #1018541
Town of Moraga
By:

Name:

Title:
1 213
“Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any act or event (to the extent not caused by such Party or its agents or employees) which is reasonably unforeseeable, or being reasonably foreseeable, reasonably unavoidable (including by taking prudent protective and preventative measures) and outside the control of the Party which invokes it, and which renders said Party unable to comply totally or partially with its obligations under this Agreement. In particular, any of the following shall be considered a Force Majeure Event:
(a) war (whether or not war is declared), hostilities, revolution, rebellion, insurrection against any Governmental Authority, riot, terrorism, acts of a public enemy or other civil disturbance;
(b) acts of God, including but not limited to, unusually severe storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, winds, drought, and other natural disasters or phenomena whether similar to or different from the foregoing;
(c) sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of any facility or equipment relating to the performance by the affected Party of its obligations under this Agreement; (d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes, in each case of a regional or national nature; (e) changes in Applicable Law after the Effective Date that materially impact a Party’s ability to perform under this Agreement;
(f) acts of any Governmental Authority that materially restrict or limit Contractor’s access to the Site;
(g) plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other restrictions and (h) explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current. “Governmental Authority” shall mean any national, autonomic, regional, province, town, Town, AHJ, or municipal government, or other administrative, regulatory or judicial body of any of the foregoing. “Hazardous Material” shall mean oil or petroleum and petroleum products, asbestos and any asbestos containing materials, radon, polychlorinated biphenyl’s (“PCBs”), urea formaldehyde insulation, lead paints and coatings, and all of those chemicals, substances, materials, controlled substances, objects, conditions and waste or combinations thereof which are now listed, defined or regulated in any manner by any federal, state or Applicable Law. “Indemnified Party” shall have the meaning set forth in Section 7.4. “Indemnifying Party” shall have the meaning set forth in Section 7.4. “Industry Standards” shall mean those standards of care and diligence normally practiced by a majority of engineering, construction and installation firms in performing services A-4
214
of a similar nature in jurisdictions in which the Work will be performed and in accordance with good construction practices, Applicable Permits, and other standards established for such Work. “Manufacturer Warranty” shall have the meaning set forth in Exhibit C. “Notice to Proceed” means a notice to proceed issued by the Town to Contractor substantially in the form attached hereto as Exhibit F or such other form as the Parties may mutually agree. “Notice to Proceed Date” shall mean the date that Town has granted Contractor the Notice to Proceed for the Work. “Party” shall mean, individually, each of the parties to this Agreement. “Performance Tests” means, the tests of the System, as more particularly described in Exhibit C. “Person” shall mean any individual, corporation, partnership, company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Project” shall mean the entirety of Work to be performed by Contractor pursuant to the terms and conditions of the Work and any Change Orders. “Representatives” shall mean the Contractor Representative and the Town Representative and each may individually be referred to as a “Representative.” “Site” shall have the meaning set forth in the first recital, and is more fully described in Exhibit C. An individual Site shall mean any area of a property owned by the Town upon which a System is constructed. “Solar Plant” shall mean that portion of the System only related to converting solar radiation into electricity and explicitly excludes all energy conservation technologies. “Subcontractor” shall mean any Person, other than Contractor and Suppliers, retained by Contractor to perform any portion of the Work (including any Subcontractor of any tier) in furtherance of Contractor’s obligations under this Agreement. “Substantial Completion” shall mean satisfaction or waiver of all of the conditions for completion of that portion of the System applicable to a particular Work Order as set forth in Section 5.1(d). “Substantial Completion Date” shall mean the actual date on which the Substantial Completion of the System, as defined in Section 5.1(d), has occurred. “Suppliers” shall mean those Equipment suppliers with which Contractor contracts to build the System. “System” shall have the meaning ascribed in the Recitals to this Agreement. “Technical Dispute” shall have the meaning set forth in Section 8.5(b). “Third Party” shall have the meaning of any persons or entity not affiliated with Contractor or Town. “Town” shall have the meaning set forth in the Preamble to this Agreement.

A-5
215
Exhibit B
Certifications
Exhibit B-1 Drug-Free Workplace / Tobacco-Free Environment Certification Exhibit B-2 Non-Collusion Declaration
216
Exhibit C
Work Orders
217

EXHIBIT E
Example Certificate of Substantial/Final Completion and Acceptance The undersigned, Town of Moraga (“the Town”), having its office at ___________________________________, having entered into the FacilityEnergy Solutions Master Agreement (“Agreement”) dated ________________________, with SolarNorcal, LLC d/b/a Excite Energy (“Contractor”), does hereby certify as follows:

I am authorized to issue this [Substantial][Final] Completion Certificate on behalf of the Town.

As of the date hereof, all the requirements for achievement of [Substantial][Final] Completion pursuant to the Agreement have been met.

ACCEPTANCE
Contractor: SolarNorcal, LLC d/b/a Excite Energy
By: ____________________________
Name:

Title:

Town:

Town of ______________
By:_____________________________
Name:

Title:
218
Exhibit F
Example Notice to Proceed
SolarNorcal, LLC d/b/a Excite Energy, Inc.
1512 Silica Avenue
Sacramento, CA 95815
Kecia Davison, Vice President
Re: Notice to Proceed
Dear Sir or Madam:

This Notice to Proceed is being issued by Town of ____________________ (“Town”) to SolarNorcal, LLC d/b/a Excite Energy, Inc. (“Contractor”) pursuant to the that certain FacilityEnergy Solutions Master Agreement by and between Town and Contractor dated as of ________________________ and Work Order dated __________. This Notice to Proceed authorizes the Work described by Exhibit C of the Agreement.

By signing and dating this Notice to Proceed, the parties hereto agree to these terms and represent and warrant they have the authority to execute this Notice to Proceed on behalf of their respective organizations.

ACKNOWLEDGED & AGREED TO:

Town of ____________________ SolarNorcal, LLC
Signature: Signature:

Name: Name:

Title: Title:

Date: ________________________ Date: ________________________ 219

TOWN OF MORAGA

TOWN COUNCIL REGULAR MEETING
April 8, 2026
Addendum(s) to Published Agenda
9: Public Hearing
9A: Conduct the Public Hearing and adopt a Resolution:

1. Determining that the anticipated cost to the Town of the Town Facilities Energy Reliability Project is less than the projected energy utility costs to be consumed by the Town over the useful life of the project, as required by California Government Code Section 4217;

2. Authorizing the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney;

3. Authorizing the Town Engineer to execute change orders within the contingency;

4. Authorizing a 0%, 15-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $600,000;

5. Appropriating an additional $470,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,665,000; and

6. Finding the proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15303 (Class 3-New Construction or Conversion of Small Structures).

Updates Include:
• Revisions to Attachment D – Revised CIP Project Sheet 220
Town Facilities Energy Reliability
Category
Project 329 Rheem Blvd
Buildings & Facilities (Municipal
Facilities)
Project No: 23-108
Public Works
Location:

Responsible
Department:
2025-26 2026-27 2027-28 2029-30

PROJECT
TOTAL

EXPENDITURES
(Thousands of Dollars)
2028-29
FY 24/25
Carryover
Prior FY
Actuals
FY2024 -
FY2025
Expenses
071 - Administration 2 113 70 35 220
072 - Construction 150 545 150 845
073 - Const Mgmt/Inspection 20 120 75 85 300
076 - Engineering 35 115 85 20 255
078 - Legal 80 40 120
EXPENDITURE TOTALS 57 578 815 290 1,740
FUNDING SOURCES
-General Fund (Palos Colorados Loan) 675 675
102-ARPA 57 27 84
210-Measure J 175 150 325
211-Measure J 28C 56 56
213-Measure K 84 140 224
716-Comcast PEG 140 140
780-Government Impact Fees 236 236
FUNDING TOTALS 57 578 815 290 1,740
Account Number & Status:   700-721-XXX-23 - Funded
Project Objective:   Develop reliable energy sources for emergency backup for critical Town facilities utilizing green energy resources to the extent feasible. This project addresses FY 25-26 and FY 26-27 Town Goal #3 and Priorities #3
Project Description:   Develop RFP, specifications, and contracts, and inspect construction related to a Power Purchase agreement or upfront Capital Investment to install reliable and automatic operations backup emergency power generation. Explore options for clean energy generation, including but not limited to solar power and battery backups. Also includes additional electric vehicle chargers where cost-feasible.

Basis for Schedule:   Need for adequate emergency power at critical Town facilities. The Project is proposed for two construction phases through Power Purchasing Agreement or upfront Capital Investment: 1) Installation of Town offices emergency generator; and 2) Installation of solar panels on parking lot canopies and fleet charging stations and repairing parking for ADA issues.

Basis for Cost:   Design, Permitting, and Construction are to be funded by 1) PPA; or 2) Upfront Capital Investment, depending on the Town Council's approved funding scenario. The funding table shows PPA costs.

Upfront Capital Investment is not shown. Construction cost estimate based on Facilities Energy Generation Study data. Project management for Emergency Generators, Solar Generation, and Charging Stations funded by Fund 780. Parking lot reconfiguration and repairs by Fund 210 - Measure J funds.

Project Balance Note:

Attachment D
221

TOWN OF MORAGA

TOWN COUNCIL REGULAR MEETING
April 8, 2026
Addendum(s) to Published Agenda
9: Public Hearing
9A: Conduct the Public Hearing and adopt a Resolution:

1. Determining that the anticipated cost to the Town of the Town Facilities Energy Reliability Project is less than the projected energy utility costs to be consumed by the Town over the useful life of the project, as required by California Government Code Section 4217;

2. Authorizing the Town Manager to finalize and execute the proposed agreement with Excite Energy for the Town Facilities Energy Reliability Project, for a project cost of $890,066, with a 10% contingency for a total not-to-exceed amount of $979,073, including minor non-substantive revisions as approved by the Town Manager and Town Attorney;

3. Authorizing the Town Engineer to execute change orders within the contingency;

4. Authorizing a 0%, 15-year internal loan from the Palos Colorados Fund to the General Fund in an amount not to exceed $600,000;

5. Appropriating an additional $470,000 for CIP 23-108 (Town Facilities Energy Reliability) for a total project budget of $1,665,000; and

6. Finding the proposed project is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15303 (Class 3-New Construction or Conversion of Small Structures).

Updates Include:
• Public Comment received
222



















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SUPPLEMENTAL MATERIALS/PRESENTATIONS RECEIVED: 14A.

To: Honorable Mayor and Councilmembers
From: Amy Heavener, Town Clerk
Subject: Supplemental materials received at the April 8, 2026 regular meeting of the Moraga Town Council.

Meeting Date: April 8, 2026

TOWN OF MORAGA STAFF REPORT

RECOMMENDATION
Supplemental materials received at the April 8, 2026 regular meeting of the Moraga Town Council.

ATTACHMENTS
Supplemental Item A - Energy Generation Award Presentation 225
Project Website
https://www.moraga.ca.us/639/TownEnergy-Generation-Reliability-Proje Nate Levine, PE,TE
Interim Public Works Director/Town
Engineer
[email protected]
Katie Bruner
Administrative Service Director
[email protected]
To w n Fa c ilit ie s En e rg y Re lia b ilit y
P roje ct – Proposed Ag reem ent and
Budget
1 April 08, 2026
226
To w n En e rg y Ge n e ra t io n Re lia b ilit y
Project Update
● Make the required Gov. Code 4217 finding that the project cost is less than projected energy utility costs over the life of the project. ● Approve and authorize execution of the Excite Energy agreement (including contingency and minor non-substantive revisions) and authorize related change orders within contingency.
● Approve the project financing and budget actions, including the 20- year 0% internal loan and additional CIP appropriation. ● Find the project categorically exempt from CEQA.
2 227
Project Background
228
Project Site Locations
Three Project Sites:

1. Town Hall/PD: 329 Rheem Blvd

2. Council Chambers/Corporation Yard:
335 Rheem Blvd

3. Moraga Library: 1500 St. Mary’s Rd
3 229
Recommended
Project
230
Option 3 – Generators + Solar
• Generators at all three sites
• Solar: Town Hall roof-only + Library ground-mount (behind building) • Parking Lot Rehabilitation at Town Hall
• Town Hall Roof Repair/Replacement
• Total project cost: ~$1,740,000
• Loan Amount: $675,000
• Annual loan payments expected to be covered within the project through Federal Direct Pay + utility savings
• ~$220,000 cumulative savings (20 years) (includes loan repayment and Palos Colorados interest loss)
• The solar component helps offset utility costs, cover ongoing operations and maintenance, and lower the Town’s net cost of backup power.

Selected Project on March 11 th , 2026 4
231
Recommend Option 3 - Generators + Solar 5
Town Hall & Police Office
232
Recommend Option 3 - Generators + Solar 6
Council Chambers & Corporation Yard (No Solar)
233
Recommend Option 3 - Generators + Solar 7
Moraga Library
234
Moraga Library – Tree Impact 8
● Existing Redwoods impact the
Library’s foundation and utility
lines, and zone zero compliance.
● Tree removal would be limited to
what is required for the project
and building needs. The
remaining would be trimmed as
needed.
● Town would evaluate tree
replacement planting in an
appropriate area, based on the
final removal
235
Project Timeline 9
May 2026
• Project
Kickoff
February
2027
• Backup
Generators
Installed
June 2027
• Solar
Installation
at Town
Hall and
Library
November
2027
• Solar
System
Turn On &
Completion
To receive Federal Investment Tax Credit of $148,494, the solar project must be completed by December 31, 2027
236
Project Funding
237
Project Funding
● $1,195,000 Authorized in FY 2025-26 & FY 2026-27 CIP Budget ● $1,740,000 Revised Project Budget
● $675,000 Funding Gap
10 Funding Source
Authorized
CIP Funding
Recommended
Revised
Funding Change
ARPA $84,000 $84,000 $0
Measure J 325,000 325,000 0
Measure J 28C 56,000 56,000 0
Measure K 224,000 224,000 0
PEG 270,000 140,000 (130,000)
General Government DIF 236,000 236,000 0
Funding Gap - 675,000 675,000
Total Funding $1,195,000 $1,740,000 $545,000
238
Project Funding 11
External Financing
• 4.5%-6% Interest
Rate
• Origination Costs
$75-$100k
• Reduced project
savings
Internal Loan
(Palos Colorados Fund to
General Fund)
• Town Council Sets
Terms
• Simplified
Implementation
• Only Loan Needed
Funds
• Reduced General
Fund Interest
Earnings
Use of General Fund
Reserves or Palos
Colorados Funds
• Simplified
Implementation
• Reduces reserve or
fund balance
• Reduced General
Fund Interest
Earnings
• Potentially impacts
future bonding
capacity and credit
rating
239
Project Funding 12
Internal Loan
0%
Internal Loan
2%
External Loan

5.65%
Loan Amount $675,000 $675,000 $675,000
Origination Costs $0 $0 $75,000-$100,000
Term 20 years 20 years 20 years
FITC Direct Pay $148,494 $148,494 $148,494
Annual Payment $26,325 $43,053 $58,850
Total Payments $675,000 $861,054 $1,176,990
General Fund Interest
Reduction (20 years) $180,000 $80,000 $0
Net Project Savings
(20 years) $220,918 $170,390 -$65,546
All scenarios estimated positive project savings over a 30-year period. 240
Project Funding 13
20-Year, 0% Loan from Palos Colorados to
the General Fund
Not to Exceed $675,000
Annual Payments will be $26,325,
beginning June 2028
Extra loan payment of $148,494 of Federal
Investment Tax Credit (FITC) upon receipt
241
Town Council Recommendation
Determining the anticipated
cost to the Town for the project
is less than the projected
energy utility costs over the
useful life of the project, as
required by Government Code
Section 4217
Authorizing the Town Manager
to execute the proposed
agreement with Excite Energy
in a total not to exceed amount
of $979,073
Authoring the Town Engineer to
execute change orders within
the contingency
Authorizing a 0%, 20-year loan
from the Palos Colorados Fund
to the General Fund in an
amount not to exceed $675,000
Appropriating an additional
$545,000 for CIP 23-108 for a
total project budget of
$1,740,000
Finding the proposed project is
categorically exempt from
CEQA.
14 Adopt a Resolution:
242
Thank You!
Questions?
243
Project Timeline
244
Est im at ed Project Sav in g s by Financing
Internal Loan
0%
Internal Loan
2%
External Loan

5.65%
Project Savings (Cost of
Financing + O&M –
Utility Savings)
$400,918 $250,390 -$65,546
General Fund Interest
Reduction (20 years) $180,000 $80,000 $0
Net Project Savings
(20 years) $220,918 $170,390 -$65,546
Net Project Savings
(30 years) $1,236,654 $1,188,126 $952,190
245