Agenda packet — Orange City Council, February 10, 2026 (part 3 of 4)

Orange County Flood Control District Parcel-SART
Santa Ana River RFP – Segment 1
City of Orange - Rampart Park

2) A primary non-contributory endorsement evidencing that Lessee’s insurance is primary, and any insurance or self -insurance maintained by the County of Orange shall be excess and non- contributing.

All insurance policies required by this Lease shall waive all rights of subrogation against DISTRICT and the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.

The Commercial Property policy shall contain a Loss Payee endorsement naming the County of Orange, as respects the DISTRICT’s or the County’s financial interest, when applicable.

The Commercial General Liability policy shall contain a severability of interests clause, also known as a “separation of insureds” clause (standard in the ISO CG 001 policy).

Insurance certificates should be forwarded to DISTRICT address provided in Section 22 (NOTICES) below or to an address provided by Chief Real Estate Officer. TENANT has ten (10) business days to provide adequate evidence of insurance or this Lease may be cancelled.

DISTRICT expressly retains the right to require TENANT to increase or decrease insurance of any of the above insurance types throughout the term of this Lease. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect DISTRICT.

Chief Real Estate Officer shall notify TENANT in writing of changes in the insurance requirements. If TENANT does not deposit copies of acceptable certificates of insurance and endorsements with the Chief Real Estate Officer incorporating such changes within thirty (30) days of receipt of such notice, this Lease may be in breach without further notice to TENANT, and DISTRICT shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit TENANT's liability hereunder nor to fulfill the indemnification provisions and requirements of this Lease, nor in any way to reduce the policy coverage and limits available from the insurer.

18. ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED (PME7.3S) Any mortgage, pledge, hypothecation, encumbrance, transfer, sublease, sublease amendment, or assignment (hereinafter in this Section referred to collectively as "Encumbrance") of TENANT's interest in the Premises, or any part or portion thereof, is prohibited. Any attempted Encumbrance shall be null and void and shall confer no right, title, or interest in or to this Lease.

19. HAZARDOUS MATERIALS (PMF9.1 S)
A. Definition of Hazardous Materials. For purposes of this Lease, the term " Hazardous Material" or "Hazardous Materials" shall mean any hazardous or toxic substance, material, product, byproduct, or waste which is or shall become regulated by any governmental entity, including, without limitation, DISTRICT, acting in its governmental capacity, the State of California, or the United States government.

B. Use of Hazardous Materials. TENANT or TENANT’s employees, agents, independent contractors or invitees (collectively "TENANT Parties") shall not cause or permit any Hazardous Materials to be brought upon, stored, kept, used, generated, released into the environment or disposed of on, under, over, from or about the Premises (which for purposes of this Section shall include the subsurface soil and ground water). Notwithstanding the foregoing, TENANT may, subject to the Chief Real Estate Officer's prior written permission, keep on or about the Premises small quantities of Hazardous Materials that are used in the ordinary, customary, and lawful cleaning of and operations on the Premises. Said permitted Hazardous Materials shall be stored in a safe location and shall be disposed of in a manner provided by law. 243

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C. Tenant Obligations. If the presence of any Hazardous Materials on, under, over, or about the Premises caused or permitted by TENANT or by any of the TENANT Parties results in (i) injury to any person, (ii) injury to or contamination of the Premises (or a portion thereof), or (iii) injury to or contamination of any real or personal property wherever situated, TENANT shall immediately notify the Chief Real Estate Officer of said damages, and/or contamination and/or injuries, and TENANT, at its sole cost and expense, shall promptly take all actions necessary or appropriate to return the Premises and/or any real or personal property wherever situated to the condition existing prior to the introduction of such Hazardous Materials and to remedy or repair any such injury, damage or contamination. Without limiting any other rights or remedies of DISTRICT under this Lease, TENANT shall pay the cost of any cleanup or remedial work performed in, on, under, over , or about the Premises or any real or personal property wherever situated as required by this Lease or by applicable laws in connection with the removal, disposal, neutralization or other treatment of such Hazardous Materials caused or permitted by TENANT or any of the TENANT Parties. Notwithstanding the foregoing, TENANT shall not take any remedial action in response to the presence, discharge or release, of any Hazardous Materials in, on, under, over, or about the Premises caused or permitted by TENANT or any of the TENANT Parties , or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi -governmental entity without first obtaining the prior written consent of DISTRICT. All work performed or caused to be performed by TENANT as provided for above shall be done in good and workmanlike manner and in compliance with plans, specifications, permits, and other requirements for such work approved by the Chief Real Estate Officer.

D. Indemnification for Hazardous Materials. To the fullest extent permitted by law, TENANT hereby agrees to indemnify, hold harmless, protect and defend (with counsel approved in writing by DISTRICT) DISTRICT and County, their elected officials, officers, employees, agents, and independent contractors, the Premises, and any owner of real or personal property wherever located, from and against any and all liabilities, losses, damages (including, but not limited to, damages for the loss or restriction of use of rentable or usable space or any amenity of the Premises or damages arising from any adverse impact on marketing and diminution in the value of the Premises, or any real or personal property wherever located), judgments, fines, demands, claims, recover ies, deficiencies, costs and expenses (including, but not limited to, reasonable attorney fees, disbursements and court costs and all other professional or consultant expenses), whether foreseeable or unforeseeable, arising directly or indirectly out of th e presence, use, generation, storage, treatment, on or off -site disposal or transportation of Hazardous Materials on, into, from, under, over or about the Premises by TENANT or any of the TENANT Parties.

The foregoing indemnity shall also specifically include the cost of any required or necessary repair, restoration, clean-up or detoxification of the Premises and the preparation of any closure or other required plans.

20. BEST MANAGEMENT PRACTICES (PMF11.2S)
TENANT and all TENANT Parties shall conduct operations and activities under this Lease so as to assure that pollutants do not enter municipal storm drain systems which systems are comprised of, but are not limited to curbs and gutters that are part of the street systems (" Stormwater Drainage System"), and to ensure that pollutants do not directly impact "Receiving Waters" (as used herein, Receiving Waters include, but are not limited to, rivers, creeks, streams, estuaries, lakes, harbors, bays and oceans).

The Santa Ana and San Diego Regional Water Quality Control Boards have issued National Pollutant Discharge Elimination System permits ("Stormwater Permits") to the County of Orange, and to the Orange County Flood Control District and cities within Orange County, as co -permittees (hereinafter collectively referred to as "County Parties") which regulate the discharge of urban runoff from areas within the County of Orange, including the Premises leased under this Lease. The County Parties have enacted water quality ordinances that prohibit conditions and activities that may result in polluted runoff being discharged into the Stormwater Drainage System.
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To assure compliance with the Stormwater Permits and water quality ordinances, the County Parties have developed a Drainage Area Management Plan ( “DAMP”) which includes a Local Implementation Plan (“LIP”) for each jurisdiction that contains Best Management Practices ( “BMP(s)”) that parties using properties within Orange County must adhere to. As used herein, a BMP is defined as a technique, measure, or structural control that is used for a given set of conditions to manage the quantity and improve the quality of stormwater runoff in a cost effective manner. These BMPs are found within the County’s LIP in the form of Model Maintenance Procedures and BMP Fact Sheets (the Model Maintenance Procedures and BMP Fact Sheets contained in the DAMP/LIP shall be referred to hereinafter collectively as "BMP Fact Sheets") and contain pollution prevention and source control techniques to eliminate non-stormwater discharges and minimize the impact of pollutants on stormwater runoff.

BMP Fact Sheets that apply to uses authorized under this Lease include the BMP Fact Sheets that are attached hereto as Exhibit D. These BMP Fact Sheets may be modified during the term of the Lease; and TENANT shall be responsible for the acquisition of any updated BMP Fact sheets in a timely manner.

TENANT and TENANT Parties shall, throughout the term of this Lease, comply with the BMP Fact Sheets as they exist now or are modified, and shall comply with all other requirements of the Stormwater Permits, as they exist at the time this Lease commences or as the Stormwater Permits may be modified. TENANT agrees to maintain current copies of the BMP Fact Sheets in TENANT’s administrative offices throughout the term of this Lease. The BMPs applicable to uses authorized under this Lease must be performed as described within all applicable BMP Fact Sheets.

TENANT may propose alternative BMPs that meet or exceed the pollution prevention performance of the BMP Fact Sheets. Any such alternative BMPs shall be submitted to the Chief Real Estate Officer through the CPP process for review and approval prior to implementation.

Chief Real Estate Officer may enter the Premises and/or review TENANT’s records at any time to assure that activities conducted on the Premises comply with the requirements of this Section. TENANT may be required to implement a self-evaluation program to demonstrate compliance with the requirements of this Section.

21. INDEMNIFICATION AND HOLD HARMLESS (PMGE 10.2N)
TENANT acknowledges that the Premises may be subject to all hazards associated therewith including, but not limited, to noise, dust, inundation, erosion, settling, overflow and rapid and potentially dangerous increases in the volume of water due to the Premises location by the Channel. TENANT on behalf of itself, its assigns, and successors in interests agrees to assume all risks, financial or otherwise, associated therewith, including but not limited to, destruction of its improvements or facilities, and/ or interruption in or restricted use of or access to the Premises whether temporary or permanent, due to flood conditions, storm runoff, dust, noise, or due to DISTRICT’s use of or operations conducted in, on, over, or about the Premises.

TENANT hereby agrees to indemnify, defend (with counsel approved in writing by DISTRICT), and hold harmless, DISTRICT and the County, their respective elected and appointed officials, officers, agents, employees and contractors against any and all claims, losses, demands, damages, cost, expenses or liability for injury to any persons or property, arising out of the opera tion or maintenance of the Premises, and/or TENANT's exercise of the rights under this Lease including use of the Premises by the general public , except for liability arising out of the active or sole negligence of DISTRICT , its elected and appointed officials, officers, agents, employees or contractors including the cost of defense of any lawsuit arising therefrom. If DISTRICT and/or County is named as co-defendant in a lawsuit in connection with this Lease, TENANT shall notify DISTRICT of such fact and shall represent DISTRICT and/or County in such legal action unless DISTRICT undertakes to represent itself as co-defendant in such legal action, in which event, TENANT shall pay to DISTRICT and County their litigation costs, expenses, and attorney fees. If judgment is entered against DISTRICT and TENANT by a court of competent jurisdiction because of the concurrent 245

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active negligence of DISTRICT and TENANT, DISTRICT and TENANT agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. A judgment or other judicial determination regarding DISTRICT's negligence shall not be a condition precedent to TENANT's obligations stated in this Section.

TENANT acknowledges that it is familiar with the language and provisions of California Civil Code Section 1542 which provides as follows:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

TENANT, being aware of and understanding the terms of Section 1542, hereby waives all benefit of its provisions to the extent described in this Section.

22. NOTICES (PMF10.1 N)
All notices, documents, correspondence, and communications concerning this Lease shall be addressed as set forth in this Section, or as the Parties may hereafter designate by written notice, and shall be sent through the United States mail, with postage prepaid. Any such mailing shall be deemed served or delivered forty- eight (48) hours after mailing. Each Party may change the address for notices by giving the other Party at least ten (10) calendar days’ prior written notice of the new address.

Notwithstanding the above, either Party may also provide notices, documents, correspondence, or such other communications to the other by personal delivery, or by courier service such as FedEx and, so given, shall be deemed to have been given upon receipt.

To DISTRICT:

Orange County Flood Control District
c/o Chief Real Estate Officer
RE: Rampart Park, Orange
400 W. Civic Center Dr., 5Th fl.

Santa Ana, CA 92702

With a copy to:

Orange County Flood Control District
c/o OC Public Works
Attn: Director
601 N. Ross Street, 4th Floor
Santa Ana, CA 92701
To TENANT:

City of Orange
c/o Director, Community Services Dept.

RE: Rampart Park
300 E. Chapman Ave
Orange, CA 92866

23. SURVIVAL OF TERMS, COVENANTS, AND CONDITIONS
The terms, covenants, and conditions set forth in Section 13 (Ownership of Tenant Improvements), Section 19 (Hazardous Materials), and Section 21 (Indemnification & Hold Harmless) shall survive the termination of this Lease.

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24. ENTIRE AGREEMENT
This Lease and any related CPP permit shall contain the entire agreement between the Parties with respect to the matters herein and there are no restrictions, promises, warranties or undertakings other than those set forth or referred to herein. Additionally, this Lease supersedes all prior agreements and understandings between the Parties with respect to the Premises that is the subject of this Lease and in the event of a conflict between the terms of this Lease and any other agreement, communication, or other form of communication between DISTRICT and TENANT, the provisions of this Lease shall prevail.

24. GENERAL CONDITIONS
This Lease includes the General Conditions, attached hereto as Exhibit C and by this reference made a part hereof.

25. ATTACHMENTS TO LEASE (AMLC-15.1 S)
This Lease includes the following, which are attached hereto and made a part hereof:

I. Exhibit A – Description of Property
II. Exhibit B – Depiction of Premises
III. Exhibit C – General Conditions
IV. Exhibit D – Best Management Practices

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IN WITNESS WHEREOF, the Parties have executed this Lease the day and year first above written.

APPROVED AS TO FORM:

Office of the County Counsel
Orange County, California

By: _____________________________
Deputy

DISTRICT

ORANGE COUNTY FLOOD CONTROL DISTRICT,
a body corporate and politic

By: _________________________________
Thomas A. Miller, Chief Real Estate Officer
Orange County, California
Per Resolution No. 23-153 and Minute Order
Dated December 5, 2023

Date: ___________________

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APPROVED AS TO FORM:

City Attorney

By: __________________________
Nathalie Adouraian
City Attorney

TENANT

CITY OF ORANGE,
a municipal corporation

By: ____________________________
Daniel R. Slater
Mayor

By: ____________________________
Pamela Coleman
City Clerk

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City of Orange - Rampart Park

EXHIBIT A

DESCRIPTION OF PROPERTY

PROJECT NO: SART Parcel – Segment 1 (Rampart Park) DATE: September 10, 2025 PROJECT: CEO-REAL ESTATE VERIFIED BY: GMC

UPDATED PROPERTY DESCRIPTION FORTHCOMING

All the Premises as shown on Exhibit B, attached hereto and made a part hereof, being located in the City of Orange, County of Orange, State of California, comprising approximately 0.9 acres.

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DEPICTION OF PROPERTY

UPDATED PROPERTY DESCRIPTION FORTHCOMING

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Exhibit C
General Conditions

1. TIME (PMG1.1 S)
Time is of the essence of this Lease. Failure to comply with any time requirement of this Lease shall constitute a material breach of this Lease.

2. SIGNS (PMG2.1 S)
TENANT agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon the Premises except as approved by Chief Real Estate Officer. Unapproved signs, banners, flags, etc., may be removed by Chief Real Estate Officer without prior notice to TENANT.

3. PERMITS AND LICENSES (PMG3.1 S)
TENANT shall be required to obtain any and all approvals, permits and/or licenses which may be required in connection with the operation of the Premises as set out herein. No permit, approval, or consent given hereunder by DISTRICT , in its governmental capacity, shall affect or limit TENANT’s obligations hereunder, nor shall any approvals or consents given by DISTRICT , as a party to this Lease, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, or regulations.

4. CONTROL OF HOURS, AND PROCEDURES (PMG4.1 N)
TENANT shall at all times maintain a written schedule delineating the operating hours and operating procedures for the Premises. Upon written request, TENANT shall furnish the Chief Real Estate Officer a copy of said schedule and procedures. Should Chief Real Estate Officer, upon review and conference with TENANT, decide any part of said schedules or procedures is not justified with regard to fairly satisfying the needs of the public, TENANT, upon written notice from Chief Real Estate Officer, shall modify said schedules or procedures to the satisfaction of said Chief Real Estate Officer.

Primary consideration shall be given to the public's benefit in implementing this section. TENANT agrees that it will operate and manage the facilities offered in a competent and efficient manner at least comparable to other well managed parks of similar type.

TENANT shall at all times retain active, qualified, competent, and experienced personnel to supervise TENANT’s operation and to represent and act for TENANT.

TENANT shall require its attendants and employees to be properly dressed, clean, courteous, efficient, and neat in appearance at all times. TENANT shall not employ any person(s) in or about the Premises who shall use offensive language or act in a loud, boisterous, or otherwise improper manner.

TENANT shall maintain a close check over attendants and employees to insure the maintenance of a high standard of service to the public. TENANT shall replace any employee whose conduct is detrimental to the best interests of the public.

TENANT’s failure to comply with the provisions of this section shall constitute a serious breach of this Lease and DISTRICT may immediately terminate this Lease. 252

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5. LEASE ORGANIZATION (PMG5.1 S)
The various headings and numbers herein, the grouping of provisions of this Lease into separate sections and paragraphs, and the organization hereof, are for the purpose of convenience only and shall not be considered otherwise.

6. AMENDMENTS (PMG6.1 S)
This Lease is the sole and only agreement between the parties regarding the subject matter hereof; other agreements, either oral or written, are void. Any changes to this Lease shall be in writing and shall be properly executed by both parties.

7. UNLAWFUL USE (PMG7.1 S)
TENANT agrees no improvements shall be erected, placed upon, operated, nor maintained within the Premises, nor any business conducted or carried on therein or therefrom, in violation of the terms of this Lease, or of any regulation, order of law, statute, bylaw, or ordinance of a governmental agency having jurisdiction.

8. NONDISCRIMINATION (PMG8.1 S)
TENANT agrees not to discriminate against any person or class of persons by reason of sex, age, race, color, creed, physical handicap, or national origin in employment practices and in the activities conducted pursuant to this Lease. TENANT shall make its accommodations and services available to the public on fair and reasonable terms.

9. INSPECTION (PMG9.1 S)
DISTRICT or its authorized representative shall have the right at all reasonable times to inspect the Premises to determine if the provisions of this Lease are being complied with.

10. HOLD HARMLESS (PMGE10.1 S) – Intentionally Omitted

11. TAXES AND ASSESSMENTS (PMG11.1 S)
This Lease may create a possessory interest which is subject to the payment of taxes levied on such interest.

It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payab le upon the Premises or upon fixtures, equipment, or other property installed or constructed thereon, shall be the full responsibility of TENANT, and TENANT shall cause said taxes and assessments to be paid promptly.

12. SUCCESSORS IN INTEREST (PMG12.1 S)
Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto, all of whom shall be jointly and severally liable hereunder.

13. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (PMG13.1 S)
If DISTRICT shall be delayed or prevented from the performance of any act required hereunder by reason of Acts of God, restrictive governmental laws or regulations, or other cause without fault and beyond the control of the party obligated (financial inability except ed), performance of such act shall be excused for 253

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the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

14. PARTIAL INVALIDITY (PMG14.1 S)
If any term, covenant, condition, or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

15. WAIVER OF RIGHTS (PMG15.1 S)
The failure of DISTRICT or TENANT to insist upon strict performance of any of the terms, covenants, or conditions of this Lease shall not be deemed a waiver of any right or remedy that DISTRICT or TENANT may have, and shall not be deemed a waiver of the right to require strict performance of all the terms, covenants, and conditions of the Lease thereafter, nor a waiver of any remedy for the subsequent breach or default of any term, covenant, or condition of the Lease. Any waiver, in order to be effective, must be signed by the party whose right or remedy is being waived.

16. DEFAULT AND REMEDIES (PMG16.1 S)
A. Events Of Default. The occurrence of any one or more of the following events shall constitute a default hereunder by TENANT:

1. The abandonment or vacation of the Premises by TENANT.

2. The failure or inability by TENANT to observe or perform any of the provisions of this Lease to be observed or performed by TENANT, where such failure shall continue for a period of ten (10) days after written notice thereof from DISTRICT to TENANT; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et seq.; provided, further, that if the nature of such failure is such that it can be cured by TENANT but that more than ten (10) days are reasonably required for its cure (for any reason other than financial inability), then TENANT shall not be deemed to be in default if TENANT shall commence such cure within said ten (10) days, and thereafter diligently prosecute such cure to completion.

3. The making by TENANT of any general assignment for the benefit of creditors.

4. A case is commenced by or against TENANT under Chapters 7, 11 or 13 of the Bankruptcy Code, Title 11 of the United States Code as now in force or hereafter amended and if so commenced against TENANT, the same is not dismissed within sixty (60) days of such commencement.

5. The appointment of a trustee or receiver to take possession of substantially all of TENANT’s assets located at the Premises or of TENANT’s interest in this Lease, where such seizure is not discharged within thirty (30) days.

6. TENANT’s convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts. In the event of any such default, neither this Lease nor any interests of TENANT in and to the Premises shall become an asset in any of such proceedings and, in any such event and in addition to any and all rights or remedies of DISTRICT hereunder or by law; provided, it shall be lawful for DISTRICT to declare the term hereof ended and to re -enter the Premises and take possession thereof and remove all persons therefrom, and TENANT and its creditors (other than DISTRICT) shall have no further claim thereon or hereunder. 254

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B. Remedies. In the event of any default by TENANT, then, in addition to any other remedies available to DISTRICT at law or in equity, DISTRICT may exercise the following remedies:

1. DISTRICT may terminate this Lease and all rights of TENANT hereunder by giving written notice of such termination to TENANT. In the event that DISTRICT shall so elect to terminate this Lease, then DISTRICT may recover from TENANT:
(a) The worth at the time of award of the unpaid rent and other charges, which had been earned as of the date of the termination hereof;
(b) The worth at the time of award of the amount by which the unpaid rent and other charges which would have been earned after the date of the termination hereof until the time of award exceeds the amount of such rental loss that TENANT proves could have been reasonably avoided; (c) The worth at the time of award of the amount by which the unpaid rent and other charges for the balance of the term hereof after the time of award exceeds the amount of such rental loss that TENANT proves could be reasonably avoided;
(d) Any other amount necessary to compensate DISTRICT for all the detriment proximately caused by TENANT’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary repair, renovation and alteration of the Premises, reasonable attorneys' fees, expert witness costs, and any other reasonable costs; and (e) Any other amount which DISTRICT may by law hereafter be permitted to recover from TENANT to compensate DISTRICT for the detriment caused by TENANT’s default.

The term "rent" as used herein shall be deemed to be and to mean the annual rent and all other sums required to be paid by TENANT pursuant to the terms of this Lease. All such sums, other than the annual rent, shall be computed on the basis of the average monthly amount thereof accruing during the 24-month period immediately prior to default, except that if it becomes necessary to compute such rental before such 24-month period has occurred, then such sums shall be computed on the basis of the average mon thly amount during such shorter period. As used in subparagraphs B.1.(a) and B.1.(b) above, the "worth at the time of award" shall be computed by allowing interest at the maximum rate permitted by law. As used in subparagraph B.1.(c) above, the "worth at the time of award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%), but not in excess of ten percent (10%) per annum.

2. DISTRICT may c ontinue this Lease in effect without terminating TENANT’s right to possession even though TENANT has breached this Lease and abandoned the Premises and to enforce all of DISTRICT’s rights and remedies under this Lease, at law or in equity, including the right to recover the rent as it becomes due under this Lease; provided, however, that DISTRICT may at any time thereafter elect to terminate this Lease for such previous breach by notifying TENANT in writing that TENANT’s right to possession of the Premises has been terminated.

Nothing in this section shall be deemed to affect TENANT’s indemnity of DISTRICT liability or liabilities based upon occurrences prior to the termination of this Lease for personal injuries or property damage under the indemnification section or sections contained in this Lease.

No delay or omission of DISTRICT to exercise any right or remedy shall be construed as a waiver of such right or remedy or any default by TENANT hereunder. The acceptance by DISTRICT of rent or any other 255

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sums hereunder shall not be (a) a waiver of any preceding breach or default by TENANT of any provision thereof, other than the failure of TENANT to pay the particular rent or sum accepted, regardless of DISTRICT’s knowledge of such preceding breach or default at the time of acceptance of such rent or sum, or (b) waiver of DISTRICT’s right to exercise any remedy available to DISTRICT by virtue of such breach or default. No act or thing done by DISTRICT or DISTRICT’s agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by DISTRICT.

Any installment or rent due under this Lease or any other sums not paid to DISTRICT when due (other than interest) shall bear interest at the maximum rate allowed by law from the date such payment is due until paid, provided, however, that the payment of such interest shall not excuse or cure the default.

All covenants and agreements to be performed by TENANT under any of the terms of this Lease shall be performed by TENANT at TENANT’s sole cost and expenses and without any abatement of rent. If TENANT shall fail to pay any sum of money, other than rent required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, or to provide any insurance or evidence of insurance to be provided by TENANT , then in addition to any other remedies provided herein, DISTRICT may, but shall not be obligated to do so, and without waiving or releasing TENANT from any obligations of TENANT, make any such payment or perform any such act on TENANT’s part to be made or performed as provided in this Lease or to provide such insurance. Any payment or performance of any act or the provision of any such insurance by DISTRICT on TENANT’s behalf shall not give rise to any responsibility of DISTRICT to continue making the same or similar payments or performing the same or similar acts. All costs, expenses, and other sums incurred or paid by DISTRICT in connection therewith, together with interest at the maximum rate permitted by law from the date incurred or paid by DISTRICT shall be deemed to be additional rent hereunder and shall be paid by TENANT with and at the same time as the next monthly installment of rent hereunder, and any default therein shall constitute a breach of the covenants and conditions of this Lease.

17. RESERVATIONS TO DISTRICT (PMG18.1 S)
The Premises are accepted as is and where is by TENANT subject to any and all existing easements and Encumbrances. DISTRICT reserves the right to install, lay, construct, maintain, repair, and operate such sanitary sewers, drains, storm water sewers, pipelines, manholes, and connections; water, oil, and gas pipelines; telephone and telegraph power lines; and the appliances and appurtenances necessary or convenient in connection therewith, in, over, upon, through, across, and along the Premises or any part thereof, and to enter the Premises for any and all such purposes. DISTRICT also reserves the right to grant franchises, easements, rights of way, and permits in, over, upon, through, across, and along any and all portions of the Premises. No right reserved by DISTRICT in this section shall be so exercised as to interfere unreasonably with TENANT’s operations hereunder or to impair the security of any secured creditor of TENANT.

DISTRICT agrees that rights granted to third parties by reason of this section shall contain provisions that the surface of the land shall be restored as nearly as practicable to its original condition upon the completion of any construction. DISTRICT further agrees that should the exercise of these rights temporarily interfere with the use of any or all of the Premises by TENANT , the rental shall be reduced in proportion to the interference with TENANT’s use of the Premises.

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Orange County Flood Control District Parcel-SART
Santa Ana River RFP – Segment 1
City of Orange - Rampart Park

18. HOLDING OVER (PMG19.1 S)
In the event TENANT shall continue in possession of the Premises after the term of this Lease, such possession shall not be considered a renewal of this Lease but a tenancy from month to month and shall be governed by the conditions and covenants contained in this Lease.

19. CONDITION OF PREMISES UPON TERMINATION (PMG20.1 S)
Except as otherwise agreed to herein, upon termination of this Lease, TENANT shall re-deliver possession of said Premises to DISTRICT in substantially the same condition that existed immediately prior to TENANT’s entry thereon, reasonable wear and tear, flood, earthquakes, war, and any act of war, excepted.

References to the "termination of the Lease" in this Lease shall include termination by reason of the expiration of the Lease term.

20. DISPOSITION OF ABANDONED PERSONAL PROPERTY (PMG21.1 S) If TENANT abandons or quits the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to and left on the Premises fifteen (15) days after such event shall, at DISTRICT's option, be deemed to have been transferred to DISTRICT. DISTRICT shall have the right to remove and to dispose of such property without liability therefor to TENANT or to any person claiming under TENANT, and shall have no need to account therefor.

21. QUITCLAIM OF TENANT'S INTEREST UPON TERMINATION (PMG22.1 S) Upon termination of this Lease for any reason, including but not limited to termination because of default by TENANT, TENANT shall execute, acknowledge, and deliver to DISTRICT, within thirty (30) days after receipt of written demand therefor, a good and sufficient deed whereby all right, title, and interest of TENANT in the Premises is quitclaimed to DISTRICT . Should TENANT fail or refuse to deliver the required deed to DISTRICT, DISTRICT may prepare and record a notice reciting the failure of TENANT to e xecute, acknowledge, and deliver such deed and said notice shall be conclusive evidence of the termination of this Lease and of all rights of TENANT or those claiming under TENANT in and to the Premises.

22. DISTRICT'S RIGHT TO RE-ENTER (PMG23.1 S)
TENANT agrees to yield and peaceably deliver possession of the Premises to DISTRICT on the date of termination of this Lease, whatsoever the reason for such termination.

Upon giving written notice of termination to TENANT, DISTRICT shall have the right to re-enter and take possession of the Premises on the date such termination becomes effective without further notice of any kind and without institution of summary or regular legal proceedings. Termination of the Lease and re-entry of the Premises by DISTRICT shall in no way alter or diminish any obligation of TENANT under the Lease terms and shall not constitute an acceptance or surrender.

TENANT waives any and all right of redemption under any existing or future law or statute in the event of eviction from or dispossession of the Premises for any lawful reason or in the event DISTRICT re-enters and takes possession of the Premises in a lawful manner.

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Orange County Flood Control District Parcel-SART
Santa Ana River RFP – Segment 1
City of Orange - Rampart Park

23. AUTHORITY OF TENANT (PMG 24.1 S)
If TENANT is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation.

24. PUBLIC RECORDS (PMG25.1 S)
Any and all written information submitted to and/or obtained by DISTRICT from TENANT or any other person or entity having to do with or related to this Lease and/or the Premises, either pursuant to this Lease or otherwise, at the option of DISTRICT, may be treated as a public record open to inspection by the public pursuant to the California Public Records Act (California Government Code Section 7920, et seq.) as now in force or hereafter amended, or any Act in substitution thereof, or otherwise made available to the public and TENANT hereby waives, for itself, its agents, employees, subTENANTs, and any person claiming by, through or under TENANT, any right or claim that any such information is not a public record or that the same is a trade secret or confidential information and hereby agrees to indemnify and hold DISTRICT harmless from any and all claims, demands, liabilities, and/or obligations arising out of or resulting from a claim by TENANT or any third party that such information is a trade secret, or confidential, or not subject to inspection by the public, including without limitation reasonable attorneys' fees and costs.

25. RELATIONSHIP OF PARTIES (PMG26.1 S)
The relationship of the parties hereto is that of DISTRICT and TENANT, and it is expressly understood and agreed that DISTRICT does not in any way or for any purpose become a partner of or a joint venturer with TENANT in the conduct of TENANT’s business or otherwise, and the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method by which rental payments are to be measured and ascertained.

26. CHILD SUPPORT ENFORCEMENT (PMG27.1S) – Intentionally Deleted

27. ATTORNEYS' FEES (PMG28.1)
In any action or proceeding brought to enforce or interpret any provision of this Lease, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorney fees and costs.

28. VENUE (PMG29.1)
The parties hereto agree that this Lease has been negotiated and executed in the State of California and shall be governed by and construed under the laws of California. In the event of any legal action to enforce or interpret this Lease, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding California Code of Civil Procedure Section 394. Furthermore, the parties hereto specifically agree to waive any and all rights to request that an action be transferred for trial to another county.

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Orange County Flood Control District Parcel-SART
Santa Ana River RFP – Segment 1
City of Orange - Rampart Park

Exhibit D

Best Management Practices (“BMPs” Fact Sheets)

Best Management Practices can be found at: https://ocerws.ocpublicworks.com/ which website may change from time to time.

TENANT shall be responsible for implementing and complying with all BMP Fact Sheet requirements that apply to this TENANT’s operations. TENANT is to be aware that the BMP section within this Lease, along with all related BMP Exhibits, may be revised, and may incorporate more than what is initially being presented in this Lease.

Suggested BMPs Fact Sheets may include, but may not be limited to, the following list shown below and can be found at:

https://ocerws.ocpublicworks.com/service-areas/oc-environmental-resources/oc- watersheds/documents/best-management-practices-bmp (which website may change from time to time):

• IC5 Concrete & Asphalt Production, Application, & Cutting • IC6 Contaminated or Erodible Surface Areas
• IC7 Landscape Maintenance
• IC9 Outdoor Drainage from Indoor Areas
• ICl0 Outdoor Loading/Unloading of Materials
• IC15 Parking & Storage Area Maintenance
• IC17 Spill Prevention & Cleanup
• IC21 Waste Handling & Disposal
• IC24 Wastewater Disposal Guidelines

259
260
Agenda Item
Orange City Council
Item #: 8.3. 2/10/2026 File #: 26-0003
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

1. SUBJECT
Approve a Subscription and Services Agreement with Granicus, LLC, a Minnesota Limited Liability Company for a three-year term.

2. SUMMARY
The original Master Subscription Agreement between the City of Orange and Granicus, LLC was executed in October 2019. Since then, various contract amendments have been executed to add more software solutions. Apart from the Mobile Permitting & Registration as well as the Tax Collection software programs, the proposed Subscription and Services agreement consolidates all Granicus software solutions into a three-year term ending November 2028.

3. RECOMMENDED ACTION
Approve a Subscription and Services Agreement with Granicus, LLC for a three-year term totaling $473,233.42; and authorize the Mayor and City Clerk to execute the agreement(s) on behalf of the City.

4. FISCAL IMPACT
The total expense for the three-year agreement is $473,233.42 and will be funded through General Fund (100) and Public, Educational, and Government Fund (200):
200-0000-55999 PEG Program $137,854.79
100-0000-55999 General Fund $235,181.78
100-1601-55999 Information Systems $100,196.85
Total $473,233.42
The three-year agreement totals $473,233.42, payable in annual installments totaling $147,365.35 for Year 1, $155,175.27 for Year 2, and $170,692.80 for Year 3. Future installments will be requested in conjunction with the annual operating budget.

5. STRATEGIC PLAN GOALS
Goal 3: Enhance Public Communication Strategy and Quality of Life.

Goal 5: Improve Infrastructure, Mobility, and Technology.

6. DISCUSSION AND BACKGROUND
Granicus, LLC (Granicus) provides a suite of software solutions that are integral to the City’s operations, including platforms for agenda management, public records, citizen engagement, tax collection, short-term rental compliance/monitoring, 24/7 video streaming, and digital City of Orange Printed on 2/5/2026Page 1 of 3
powered by Legistar™
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Item #: 8.3. 2/10/2026 File #: 26-0003
collection, short-term rental compliance/monitoring, 24/7 video streaming, and digital communications. These systems are actively utilized across multiple City departments with staff fully trained and proficient in their use.

Current Agreement and Amendments
The City initially entered into an agreement with Granicus in October 2019. This initial agreement transitioned the City from a paper-based agenda to a paperless, streamlined process utilizing Granicus’ flagship program, Legistar.

As a prominent and all-encompassing software service provider, for several years, the City then continued to expand the scope of the Granicus agreement through a series of software additions via contract amendments to improve City operations. Provided below is a general summary of the amendments made over the past several years.
· Amendment 1 (July 2020): The e-comment feature to the agenda management system added.
· Amendment 2 (September 2020): Website development and hosting services added. · Amendment 3 (April 2021): Short-term rental registration and compliance monitoring software systems added.
· Amendment 4 (May 2021): Short-term rental host tax collection and 24/7 short-term rental hotline added.
· Amendment 5 (September 2021): Boards and Commissions feature added. This system streamlines the application and onboarding process for City Commissioners. · Amendments 6-8 (November 2022- October 2024): All services consolidated into one amendment with the terms extended for one-year periods. · Amendment 9 (May 2025): Updates to the video management system, voting system, and 24/7 stream.

Proposed Subscription and Services Agreement
On January 27, 2026, the City Council approved a professional services agreement with Hinderliter, De Llamas & Associates (HdL), in part, to provide Short-Term Rental (STR) administration services.

To date, STR administration services have been provided by Granicus software solutions. With the City Council’s approval of the HdL agreement, staff will begin implementing the HdL software to support the administrative tracking and transient occupancy tax collection.

During this time, to ensure there is no lapse in STR administration services, the Granicus STR administration software is included during the first year of the three-year term. After year-one is completed in November 2026, the STR administration services will transfer to the HdL program.

All other software systems, including select programs related to the City’sSTR program for Code Enforcement purposes (e.g., rental activity audit, address identification/monitoring, 24/7 hotline, and compliance outreach) will continue through years two and three.

Staff recognize the importance of regularly soliciting proposals to ensure services are rendered at the City of Orange Printed on 2/5/2026Page 2 of 3
powered by Legistar™
262
Item #: 8.3. 2/10/2026 File #: 26-0003
Staff recognize the importance of regularly soliciting proposals to ensure services are rendered at the greatest value to the City. However, Granicus software solutions are embedded in the City’sday-to- day workflow, with staff fully trained in using these systems. Transitioning to an alternative provider would require significant time, cost, and retraining. Continuing with Granicus ensures operational stability and leverages existing staff expertise. Therefore, staff recommend the City Council approve the Subscription and Services agreement with Granicus for a three-year term.

7. ATTACHMENTS
· Subscription and Services Agreement with Granicus, LLC City of Orange Printed on 2/5/2026Page 3 of 3
powered by Legistar™
263
Agenda Item
Orange City Council
Item #: 8.3. 2/10/2026 File #: 26-0003
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

1. SUBJECT
Approve a Subscription and Services Agreement with Granicus, LLC, a Minnesota Limited Liability Company for a three-year term.

5. STRATEGIC PLAN GOALS
Goal 3: Enhance Public Communication Strategy and Quality of Life.

Goal 5: Improve Infrastructure, Mobility, and Technology.

6. DISCUSSION AND BACKGROUND
Granicus, LLC (Granicus) provides a suite of software solutions that are integral to the City’s operations, including platforms for agenda management, public records, citizen engagement, tax collection, short-term rental compliance/monitoring, 24/7 video streaming, and digital City of Orange Printed on 2/5/2026Page 1 of 3
powered by Legistar™
264
Item #: 8.3. 2/10/2026 File #: 26-0003
collection, short-term rental compliance/monitoring, 24/7 video streaming, and digital communications. These systems are actively utilized across multiple City departments with staff fully trained and proficient in their use.

Staff recognize the importance of regularly soliciting proposals to ensure services are rendered at the City of Orange Printed on 2/5/2026Page 2 of 3
powered by Legistar™
265
Item #: 8.3. 2/10/2026 File #: 26-0003
Staff recognize the importance of regularly soliciting proposals to ensure services are rendered at the greatest value to the City. However, Granicus software solutions are embedded in the City’sday-to- day workflow, with staff fully trained in using these systems. Transitioning to an alternative provider would require significant time, cost, and retraining. Continuing with Granicus ensures operational stability and leverages existing staff expertise. Therefore, staff recommend the City Council approve the Subscription and Services agreement with Granicus for a three-year term.

7. ATTACHMENTS
· Subscription and Services Agreement with Granicus, LLC City of Orange Printed on 2/5/2026Page 3 of 3
powered by Legistar™
266

Version July 2024

Subscription and Services Agreement
US/Canada

This Subscription and Services Agreement (“Agreement”) is effective as of the date an Order or SOW (as defined below) commences that references this Agreement (“Effective Date”), and is a contract between the party procuring Granicus Products and/or Services named in the Order or SOW (“Client”) and Granicus, LLC, a Minnesota Limited Liability Company for those Clients located in the US, or Granicus Canada Holdings, U.L.C., an unlimited liability corporation for those Clients located in Canada (“Granicus”).

1. Definitions. For the purpose of this Agreement, t he following terms have the corresponding definitions:

“Content” means any material or data: (i) displayed or published on Client’s website; (ii) provided by Client to Granicus to perform the Services; or (iii) uploaded into Products by Client or on Client’s behalf. Content expressly excludes Granicus Data;

“Deliverable(s)” means any computer software, and related written documentation, reports or materials developed by Granicus as part of a Services engagement;

“Granicus Data” means data owned, generated or collected by Granicus separately from Content provided by Client, including data generated by use of the Products or personal information related to individuals who use the Products or Services, which is collected and used in accordance with applicable law and in conformance with publicly posted privacy policies;

“IP Rights” means all current and future worldwide statutory or other proprietary rights, whether registered or unregistered, including but not limited to, moral rights, copyright, trademarks, rights in designs, patents, rights in computer software data base rights, rights in know-how, mask work, trade secrets, inventions, domain or company names and any application for the foregoing, including registration rights.
“Order” means a binding proposal, written order, or purchasing document setting forth the Products made available to Client under the terms of this Agreement either directly with Granicus or through an authorized third party reseller;

“Products” means the: (i) online or cloud subscription services ; (ii) on premise software; (iii) embedded software; and (iv) Granicus Data, licensed to Client, and hardware components purchased by Client under this Agreement, as applicable and as set forth in the Order or SOW;

“Services” means the consulting, integration, installation, and/or implementation services to be performed by Granicus as described in the SOW; and

“SOW” means a statement of work agreed to by the parties that references this Agreement and describes the Services and Deliverables provided as part of a Services engagement pursuant to the Services provisions set forth in this Agreement.

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2. Intellectual Property Ownership and Use Rights.

a) Intellectual Property Ownership. Granicus and its licensors own all IP Rights in the Products and Granicus Data. Client and its authorized users have no right, title or interest in the Products or Granicus Data other than the license rights expressly granted herein. All rights not expressly granted herein are reserved by Granicus and its licensors.

b) License to Products. Granicus hereby grants Client a non-exclusive, non-transferable license to access and use the Products identified in the Order during the Term set forth therein. In addition to the terms of this Agreement and the Order, product-specific license terms applicable to certain of the Products and Granicus Data can be found at www.Granicus.com/legal/licensing and are hereby incorporated into this Agreement by reference.

c) Third Party Contractors. Client may permit its third-party contractors to access and use the Products solely on behalf of and for the benefit of Client, so long as: (i) such contractor agrees to comply with this Agreement as if it were Client; (ii) Client remains responsible for each contractor's compliance with this Agreement and any breach thereof; and (iii) all volume or transaction-based use of the Products includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion of the Services rendered to Client that give rise to such right. Upon termination of such rights, contractor will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary Granicus information in its possession. Client will certify compliance with this section in writing upon Granicus’ request.

d) Data Sources. Client may only upload data related to individuals that originates with or is owned by Client. Client shall not upload data purchased from third parties without Granicus’ prior written consent and list cleansing Services provided by Granicus for an additional fee.

e) Content. Client can only use Products to share Content that is created by or owned by Client and/or Content for affiliated organizations, provided that use by Client for affiliated organizations is in support only, and not as a primary communication vehicle for suc h organizations that do not have their own license to the Products. Granicus does not own the Content submitted by Client nor is Granicus responsible for any Content used, uploaded or migrated by Client or any third party. Granicus will not sell, use, or disclose any Content for any purpose other than performing Services subject to this Agreement.

For clarification, the fact that Content and Granicus Data may contain the same or similar information does not minimize or limit the ownership or use rights of either party as it relates to Content on the part of Client, or Granicus Data on the part of Granicus.

f) Advertising. Client shall not use Products to promote products or services available for sale through Client or any third party without Granicus’ prior written consent.

g) Restrictions. Client shall not:

(i) Use or permit any end user to use the Products to store or display adult content, promote illegal or immoral activities, send or store infringing, obscene, threatening or unlawful or 268
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tortious material or disrupt others use of the Products, network services or network equipment, including unsolicited advertising or chain letters, propagation of computer worms and viruses, or use of the Products to make unauthorized entry into any other device accessible via the network or Products;
(ii) Disassemble, decompile, reverse engineer or make derivative works of the Products; (iii) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products to any third party except as otherwise permitted in this Agreement or an Order or SOW; (iv) Use the Products in violation of any applicable law, rule, or regulation, including violation of laws regarding the processing, use, or disclosure of personal information, or violation of any United States export control or regulation, United States embargo, or denied or sanctioned parties prohibitions; or
(v) Modify, adapt, or use the Products to develop any software application intended for resale which uses or competes with the Products in whole or in part.

3. Term; Termination.

a) Agreement Term. This Agreement begins on the Effective Date and remains in effect for the period set out in the Order (“ Initial Term ”). Thereafter, this Agreement will continue in effect until all Orders or SOWs have expired or been terminated.

b) Order Term. Each Order will be effective on the date set out therein and will remain in effect during the Initial Term identified in the Order. Each Order will automatically renew for twelve (12) month terms (each, a “ Renewal Term”) unless either party gives the other party notice of non -renewal within thirty (30) days of notification of price change as described in Section 4.d ., or within sixty (60) days prior to the start of the next Renewal Term, whichever is later. The Initial Term and all Renewal Terms are collectively, the “Term”.

c) SOW Term. Each SOW will begin on the effective date of the SOW and will remain in effect until the Services are completed, this Agreement is terminated, or the termination date set out in the SOW (the “Termination Date”), whichever is later. If no specific Termination Date is designated in the SOW, Client may terminate the SOW upon thirty (30) days written notice to Granicus.

d) Subscription Term . The annual term for all Products licensed to Client on a subscription basis begins upon the Effective Date of the applicable Order and are based on subscription term and not actual usage. Products licensed on a subscription basis are deemed delivered upon In itial Availability. Initial Availability of a Product means the earlier of: (i) the issuance of a user name and password to Client to access the Product; (ii) the provision of the Product in its hosted environment on behalf of Client by Granicus technical personnel; or (iii) access to the Product by Granicus or third -party services personnel in order to commence configuration or implementation Services on behalf of Client.

e) Termination for Default. Either party may terminate this Agreement or any Order or SOW by written notice if the other party commits a material breach of this Agreement or the applicable Order or SOW and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional period of time as agreed to by the parties.

f) Non-Appropriation. Client may terminate this Agreement or any Order or SOW by providing Granicus written notice during the then-current Term for lack of appropriation of funds for the Renewal 269

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Term so long as Client has made best efforts to secure the necessary consents for renewal and obtain appropriate funds for payment of the fees.

g) Effect of Termination. Upon expiration or termination of an Order or SOW for any reason: (i) Client’s right to access and use the Products will immediately cease (except for perpetual licenses granted under an Order, which will continue to be governed by this Agreement for the duration of the license); (ii) Client will promptly remit any fees due to Granicus under all Orders and SOWs; (iii) Granicus will promptly cease performance of any Services; and (iv) the parties will return or destroy any Confidential Information of the other party in its possession, and certify upon request to the other party of compliance with the foregoing. Client will have thirty (30) days from the expiration date of a subscription to extract or download any Content stored in the Products. Granicus has no obligation to retain any Content after such thirty (30)-day period nor is Granicus responsible for extracting the data on Client’s behalf absent separate written agreement and the payment of additional fees.
h) Survival. Sections 4 (Fees, Payment), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), 13 (Governing Law) and any other clause that by its nature is intended to survive will survive termination of this Agreement indefinitely or to the extent set out therein.

4. Fees; Payment.

a) Fees. Client will pay all fees, costs and other amounts as specified in each Order or SOW. Annual or subscription fees are due upfront at the beginning of each annual Term. Services fees and one -time fees are due according to the billing frequency specified in each Order or SOW. Absent any specific billing frequency, Client will pay fees for Services on a monthly basis in arrears for time and materials engagements, or milestone basis as billed upon delivery of each milestone. GXG S ervices are billed up front annually prior to the then -current term. Hardware will be invoiced to Client upon shipment.

Granicus may suspend Client’s access to any Products if there is a lapse in payment not remedied promptly upon notice to Client. A lap se in the Term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is Client’s responsibility t o provide applicable exemption certificate(s).

b) Payment. Client will remit payment of the fees due within thirty (30) days of receipt of an accurate invoice from Granicus or its authorized reseller, or if Client is subject to different payment terms imposed by applicable regulation, such required payment duration. Any disputed amounts will be identified in writing to Granicus within the payment period or be deemed accurate and payable. With respect to any amount due to Granicus which is not paid within the payment period, Granicus may apply interest at the rate of one and half percent (1.5%) per month, or such lesser amount required by law, assessed from the due date through the date of payment. Client acknowledges and agrees that orders placed by Cl ient for Products and Services will be non -cancellable and the fees paid are non -refundable unless otherwise expressly stated in the Agreement.

c) Purchase Orders. Upon request, Granicus will reference a purchase order number on its invoices if Client provides the corresponding purchase order information to Granicus prior to generating the invoice. Client agrees that a failure to provide Granicus with purchase order information will not relieve Client of its obligations to provide payment in accordance with this section.

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d) Price Changes. Subject to any price schedule or pre -negotiated fees to which this Agreement or an Order may be subject, Granicus will provide notice of any price changes prior to the end of the current Term, which subject to Section 3.b, will become effective as of the next Renewal Term. Such notification may be made via Order, email, or invoice provided by Granicus. Renewals at the same volume amount will not increase more than ten percent (10%) over the prior year’s fees. Purchases of additional Products will be at Granicus’ then-current price and licenses, subject to volume or transaction metrics, and will be reviewed annually prior to commencement of the Renewal Term, with fees adjusted to cover increases in Client’s use.

e) Cooperative Purchasing. To the extent permitted by law the terms of this Agreement may be extended for use by other municipalities, school districts and governmental agencies. Orders and SOWs entered into by such third parties are independent agreements between the third party and Granicus and do not affect this Agreement or any Order or SOW between Granicus and Client.

f) Overages. For any Products or Services purchased in tiers, with volume caps, specified number of users, or other measured metrics, it is the Client’s responsibility to purchase up to the level of use needed by Client. Any overage will be charged to Client at the then -current rate for such tier or volume, or the rate set forth in Client’s pricing arrangement s with Granicus or Granicus resellers. Payment for such overages must be made in the then-current term unless otherwise agreed to by the parties in writing.

g) Resellers. If Client has entered into a separate agreement with an authorized distributor or reseller of Products and/or Services, the terms of such third-party agreement will supersede conflicting terms contained herein solely as they relate to payment schedules and pricing as negotiated between Client and the reseller.

5. Client Responsibilities.

a) Content. Client will be solely responsible for the Content submitted to the Products and will comply with all laws, rules and regulations relating to the use, disclosure and transmission of such Content, including providing such to Granicus . Client represents and warrants it has the legal right to provide the Content to Granicus and that such use or disclosure does not violate the intellectual property, privacy or other legal rights of any third party. Client grants Granicus a limited, non-exclusive right during the Term to access and use the Content to provide the Products and Services. Content does not include user feedback related to the Products or Services, which Granicus is free to use without any further permission or consideration to Client.

b) Data Backup and Protection. Client will maintain a back-up of any data or data files provided to Granicus. For certain Products, Granicus offers functionality that requires subscribers to enable password protection of subscriber profiles and associated data. Client assumes all responsibility for implementing and enforcing this security functionality in its sole discretion.

c) Passwords. Sign-on credentials used to access the Products are non -transferable. Client is responsible for keeping all passwords secure and for all use of the Products through Client’s sign in credentials.

d) Cooperation. Client will provide any assistance reasonably required by Granicus to perform the Services, including timely review of plans and schedules for the Services and reasonable access to Client’s 271

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offices for Services performed onsite. Services delayed or unable to be performed due to lack of Client cooperation or communication will be deemed delivered and no refunds will be issued for such services.

e) Third-Party Technology. Client will be responsible for securing all licenses for third party technology necessary for Granicus to perform the Services (including the right for Granicus to use such technology) and will be responsible for the performance of any third-party providing goods or services to Client related to the Services, including such third party’s cooperation with Granicus.

f) Use of Messaging Services . Client may use Products to send emails and messages to users and third parties. Client is solely responsible for any such message and their content , including securing the legal right to send the message. Messages may be blocked, delayed, or prevented from being delivered by destination serv ers and other reasons outside of Granicus’ control, and there is no warranty that messages will reach their intended destination in a given timeframe.

6. Support. Basic support and maintenance services provided to Client for Products (“Support”) is included in the fees paid for the Granicus Product subscription or maintenance during the Term and will be provided in accordance with the Service Level Agreement set for th at www.granicus.com/legal/licensing. Granicus may update its Support obligations under this Agreement, so long as the level of Support agreed to by the parties is not materially diminished due to such modification.

7. Representations; Warranties; Disclaimers.

a) Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

b) Warranties:
(i) Each party warrants that it has the rights necessary to grant to the other party the licenses granted in this Agreement.

(ii) Granicus warrants that it will perform its obligations in a professional and workmanlike manner in accordance with industry standards.

(iii) Client’s sole and exclusive remedy and Granicus ’ sole obligation for breach of the warranties in this Section are as follows: (i) for a breach of the warranty in Section 7.b.(i), the indemnity in Section 10 of this Agreement; and (ii) reperformance of the non-conforming Services for a breach of the warranty in Section 7.b.(ii), provided that Client notifies Granicus of a non-conformity in this Section during the thirty (30) day period following Granicus’ completion of the applicable Services. c) Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND GRANICUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON - INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
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8. Services.

a) Granicus will perform Services in accordance with this Agreement and the SOW. Granicus is not obligated to provide any Services unless set out in the SOW. Unless otherwise set out in the SOW or as agreed to by the parties the Services will be performed remotely. Any estimates provided in the SOW, including expected hours to complete the Services and any timeline provided by Granicus, are based on known functional requirements and technical environments as of the effective date of the SOW. Changes or delays in the work schedule originating with Client are subject to the project change procedure and may result in an increase in fees.

b) Granicus grants Client a non-exclusive, non-transferable, royalty-free, perpetual license to use the Deliverables on behalf of and for the benefit of Client independently and with the Products . Granicus retains all right, title and interest to the Deliverables except for those rights expressly granted to Client .

Deliverables and Services are deemed accepted upon delivery unless otherwise set forth in a SOW. c) Any modifications to the Services must be in writing and signed by authorized representatives of each party. Granicus personnel performing Services at Client’s offices will comply with Client’s policies and procedures in effect at such location.

d) If agreed to by the Parties in the SOW, Client will also pay for all reasonable travel -related and out-of-pocket expenses incurred by Granicus in the performance of the Services in accordance with Client’s travel and expense policy which will be provided to Granicus in writing (or Granicus’ policy if none is provided by Client) and which will be billed monthly and due thirty (30) days following date of invoice.

9. Confidentiality. During performance of the Services, each party may receive Confidential Information of the other party.

a) “Confidential Information” means all confidential and/or trade secret information of either party (“Disclosing Party”), including but not limited to: (i) Granicus’ Products; (ii) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidentia l and/or proprietary before, during, or promptly after presentation or communication; and (iv) any information that should be reasonably understood to be confidential or proprietary given the nature of the information and the context in which disclosed, in each case that is disclosed to the other party (“Receiving Party”) or to which the Receiving Party gains access in connection with performance of the Services.

b) Subject to freedom of information, government transparency, or similar applicable law, each Receiving Party will receive and hold any Confidential Information in strict confidence and will: (i) protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (iii) not use any Confidential Information fo r any purpose other than in performance of this Agreement; (iv) restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advi sed of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) exercise at least the same standard of care and security to protect the confide ntiality of the Confidential Information received by it as it protects its own confidential information, but no less than a reasonable degree of care.
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c) If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an app ropriate protective order or waiver for that instance, unless such notification is prohibited by law or judicial order.

d) The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public through no breach of this section; (ii) was in the Receiving Party’s lawful possession before receipt from the Disclosing Party; (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the Receiving Party without use of any Confidential Information.

e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information in its possession, and certify its destruction in writing, provided that the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in accordance with its records retention policies and subject to this section.

f) Disclosing Party may be irreparably damaged if the obligations under this section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disc losing Party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving Party’s obligations under this section or any other appropriate equitable order or decree.

10. Indemnification.

a) Granicus will defend, indemnify and hold Client harmless from and against all losses, liabilities, damages and expenses including reasonable attorney fees (collectively, “Losses”) arising from any claim or suit by an unaffiliated third party that the Products or Deliverables, as delivered to Client and when used in accordance with this Agreement and the applicable Order or SOW, infringes a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW (a “Claim”).

b) To the extent permitted by applicable law, Granicus will have control of the defense and reserves the right to settle any Claim. Client must notify Granicus promptly of any Claim and provide reasonable cooperation to Granicus, upon Granicus’ request and a t Granicus’ cost, to defend such Claim. Granicus will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party ’s prior consent. Client may elect to participate in the defense of any claim with counsel of its choosing at its own expense.

c) If the Products or Deliverables are subject to a claim of infringement or misappropriation, or if Granicus reasonably believes the Products or Deliverables may be subject to such a Claim, Granicus reserves the right, in its sole discretion, to: (i) repl ace the affected Products or Deliverable with non - infringing functional equivalents; (ii) modify the affected Products or Deliverable to render it non - infringing; or (iii) terminate this Agreement or the applicable Order or SOW with respect to the affected Granicus Product or Deliverable and refund to Client any prepaid fees for the then -remaining portion of the Order or SOW Term.

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d) Granicus will have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i) a modification to the Granicus Product or Deliverable by anyone other than Granicus; (ii) a modification made by Granicus pursuant to Client’s required instructions or specifications or in reliance on materials or information provided by Client; (iii) combination with the Products or Deliverable with non-Granicus software or data; or (iv) Client’s (or any authorized user of Cl ient) use of any Products or Deliverables other than in accordance with this Agreement.

e) This section sets forth Client’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that the Products, Deliverables or any other materials provided by Granicus violate or infringe upon the rights of any third party.

11. Limitation of Liability.

a) EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY: (I) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (II) LOSS OR DAMAGE TO DATA, LOST PROFITS, SALES,

BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND R EGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b) IN NO EVENT, EXCEPT FOR CLIENT’S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THE ORDER OR SOW, OR GRANICUS’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (INDEMNIFICATION), WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH

THIS AGREEMENT (IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO GRANICUS OR GRANICUS’ RESELLER, AS APPLICABLE, IN THE SIX (6) MONTHS

IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM. HOWEVER, IF CLIENT HAS PAID NO FEES UNDER THE TERMS OF AN ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO THE CLAIM, THE

AGGREGATE LIABILITY OF GRANICUS TO C LIENT FOR SUCH CLAIM SHALL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000).

12. General.

a) Force Majeure. With the exception of payment obligations, a ny delay in the performance by either party of its obligations hereunder will be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any ac t of God; any fire, flood, or weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event.

b) Independent Contractor. Each party is an independent contractor and employees of each party are not considered to be employees of the other party. No agency, partnership, joint venture or other joint relationship is created by this Agreement. The parties shall not make any commitments binding on the other or make any representation that they are acting for, or on behal f of, the other. Each party assumes full responsibility for the actions of its personnel while performing the Services and such party will be solely responsible for the supervision, daily direction, control of its personnel, and for the payment of all of their compensation and any taxes related thereto. 275

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c) Publicity. Neither party will use the name of the other party in publicity releases or similar activity without the consent of the other party, except Granicus may include Client’s name and logo in client lists and similar communications.

d) Waiver. No waiver of any breach of any provision of this Agreement or the SOW by either party or the failure of either party to insist on the exact performance of any provision of this Agreement or the SOW will constitute a waiver of any prior, concurrent or subsequent breach of performance of the same or any other provisions hereof, and no waiver will be effective unless made in writing.

e) Notices. Other than routine administrative communications, which may be exchanged by the Parties via email or other means, all notices, consents, and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) the day of receipt, as shown in the applicable carrier’s systems, if sent via FedEx, UPS, DHL, or other nationally recognized express carrier; (iii) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (iv) sending by email, with confirmed receipt from the receiving party. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address, as applicable, for that Party will be deemed to have been amended. The mailing and email addresses of the Client are as set forth in the Order or SOW, for Granicus as follows:

Granicus
Contracts
1152 15th Street NW, Suite 800
Washington DC 20005
1-800-314-0147
[email protected]

f) Severability. If any provision of this Agreement, Order, or SOW, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of the Agreement, Order or SOW will remain in full force and effect.

g) Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (such consent not to be unreasonably withheld) . Notwithstanding the foregoing , either Party may assign this Agreement with reasonable notice to the other party to an affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the assigning party’s business by means of merger, stock or asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement will be null and void. This Contract will bind and inure to the benefit of each party’s permitted successors and assigns.

h) Amendment. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.

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j) Applicable Law. Each party will, at all times, exercise its rights and perform its obligations under this Agreement in compliance with all applicable law, rules, and regulations including all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.

k) Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor will they be construed to modify, define, limit, or expand the intent of the Parties.

l) No Third-Party Beneficiaries. This Agreement is binding upon and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third -party beneficiaries to this Agreement.

m) Conflict of Interest. Granicus certifies that it is not engaged in any current project or business transaction, directly or indirectly, nor has it any interest, direct or indirect, with any person or business that might result in a conflict of interest in the performance of the Agreement, Order, or SOW.

n) Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or item of value from an employee or agent of the other Party in connection with this Agreement. If Client learns of any violation of the above restriction, Client shall immediately notify Granicus.

13. Governing Law. If Client is a public entity (a state or any agency or authority thereof, or county, city or town, public educational institution or other entity that serves a public purpose), this Agreement will be governed by and construed in accordance with the laws of the state in which the public entity is located, with venue being a court of competent jurisdiction within such state. If Client is the Federal government of the United States or any branch or agency thereof, this Agreement will be governed by the laws of the United States with venue being any Federal district court of competent jurisdiction. If Client is a private or commercial entity, this Agreement will be governed by the laws of the state of New York, without reference to the state’s conflict of law principles, with exclusive jurisdiction of the state and federal courts located in the borou gh of Manhattan, New York, New York. If Client is located in Canada, this Agreement will be governed by the laws of the Province of Ontario with suit brought only in the General Division of the Ontario Court of Justice. No applicable principals of conflicts of laws, imputed terms of the Uniform Commercial Code, or the United Nations Convention on contracts for the international sale of goods will apply to this Agreement.

14. Entire Agreement. This Agreement and Orders and SOWs governed by this Agreement constitutes the entire agreement between Granicus and Client, and supersedes all prior agreements, requests for proposals or pricing and the corresponding responses, understandings, representations or correspondence relevant to the subject matter hereof. Perpetual licenses granted to Client under prior agreements remain in full force and effect. If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of this Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. Inconsistencies between documents will be resolved in the following order: (I) this Agreement; (ii) Orders and SOWs; (iii) all other purchase documents executed by the parties (except for any pre - printed or standard terms contained on purchase orders which shall have no force or effect); (iv) Granicus’ 277

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response to Client’s RFI, RFP, RFQ; and (v) Client’s RFI, RFP, RFQ. Client has not been induced to enter into this Agreement or the SOW by any representations or promises not specifically stated herein. This Agreement may be updated from time to time at Granicus’ sole discretion. Notification to Client will be via email or posting to the Granicus website.
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ORDER DETAILS
Prepared By:

Phone:

Email:

Order #:

Prepared On:

Expires On:

THIS IS NOT AN INVOICE
Granicus Proposal for Orange, CA
Dilana Vargas
[email protected]
Q-488499
05 Feb 2026
28 Feb 2026
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Period of Performance: 08 Nov 2025 - 07 Nov 2026

ORDER TERMS
Current Subscription
End Date:

Initial Order Term End
Date:
07 Nov 2025
07 Nov 2028
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Renewing Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
eComment Annual 1 Each $3,460.50
Boards and Commissions Annual 1 Each $12,127.93
Open Platform Suite Annual 1 Each $0.00
Open Platform Suite Annual 1 Each $0.00
Legistar Annual 1 Each $18,652.11
govAccess - Maintenance, Hosting, &
Licensing Fee - Core Annual 1 Each $17,828.05
Customizations (Recurring) - govAccess Annual 1 Each $955.08 govAccess Enterprise Search (Tier 2) Annual 1 Each $6,365.74 Send Agenda (Legistar) Annual 1 Each $0.00
govDelivery for Integrations Annual 1 Each $0.00
govAccess - Maint/Hosting/License Fee -
Independent Sub Annual 1 Each $3,395.82
govDelivery for Integrations Annual 1 Each $0.00
Mobile Permitting & Registration Annual 1 Each $6,296.93 Tax Collection Annual 1 Each $0.00
Rental Activity Audit Annual 278 Rental
Units $6,644.20
Address Identification and Monitoring Annual 408 Rental Listings $13,109.04
24/7 Hotline Annual 278 Rental
Units $3,994.86
Compliance Outreach Annual 278 Rental
Units $4,728.78
Granicus Operations Cloud - Self-Managed
Video Annual 1 Each $28,895.20
Self-managed Video Annual 1 Each $0.00
Self-managed Video Encoding Software Annual 1 Each $0.00 Experience Services Video (Operations
Cloud) Annual 25 Each $0.00
Premium Video Support Annual 1 Each $0.00
Experience Service Catalog Credits
Operations Cloud Self-Managed Video Annual 1 Each $0.00 24/7 streaming (Granicus Video) Annual 1 Each $2,751.93

PRICING SUMMARY
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Experience Services Catalog Accelerator Annual 25 Each $1,375.75 Upgrade to 1080p Streaming Annual 1 Each $5,775.75
VoteCast Web Annual 1 Each $11,007.68
SUBTOTAL: $147,365.35

CREDITS AVAILABLE
The number of Credits acquired due to the above purchase items:

Available Service Credits
Total Services Catalog Credits: 50
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Period of Performance
Solution(s)
08 Nov 2026 - 07 Nov 2027 08 Nov 2027 - 07 Nov 2028
eComment $3,806.55 $4,187.21
Boards and Commissions $13,340.72 $14,674.80
Open Platform Suite $0.00 $0.00
Open Platform Suite $0.00 $0.00
Legistar $20,517.32 $22,569.05
govAccess - Maintenance, Hosting, &
Licensing Fee - Core $19,610.86 $21,571.94
Customizations (Recurring) - govAccess $1,050.59 $1,155.65 govAccess Enterprise Search (Tier 2) $7,002.31 $7,702.55 Send Agenda (Legistar) $0.00 $0.00
govDelivery for Integrations $0.00 $0.00
$3,735.40 $4,108.94
govDelivery for Integrations $0.00 $0.00
Rental Activity Audit $7,308.62 $8,039.48
Address Identification and Monitoring $14,419.94 $15,861.94 24/7 Hotline $4,394.35 $4,833.78
Compliance Outreach $5,201.66 $5,721.82
Granicus Operations Cloud - Self-Managed
Video $31,784.72 $34,963.19
Self-managed Video $0.00 $0.00
Self-managed Video Encoding Software $0.00 $0.00
Experience Services Video (Operations
Cloud) $0.00 $0.00
Premium Video Support $0.00 $0.00
Experience Service Catalog Credits
Operations Cloud Self-Managed Video $0.00 $0.00
24/7 streaming (Granicus Video) $3,027.12 $3,329.84
Experience Services Catalog Accelerator $1,513.33 $1,664.66 Upgrade to 1080p Streaming $6,353.33 $6,988.66
VoteCast Web $12,108.45 $13,319.29
SUBTOTAL: $155,175.27 $170,692.80
Total Services Catalog Credits: 50 50
govAccess - Maint/Hosting/License Fee -
Independent Sub
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PRODUCT UPDATES

FOR INFORMATION ON RECENT AND UPCOMING PRODUCT ENHANCEMENTS ACROSS THE GRANICUS PORTFOLIO, PLEASE REFER TO THE SEMIANNUAL UPDATE INFORMATION ON THIS WEBPAGE:
: HTTPS://GRANICUS.COM/SEMIANNUAL-UPDATES/

PRODUCT DESCRIPTIONS
Solution Description
eComment eComment reduces staff time by providing the ability to effortlessly collect and manage citizen input on agenda items. Citizens are allowed to either submit comments in regards to items or sign up to speak before a scheduled meeting.

Boards and Commissions Boards and Commissions is a Software-as-a-Service (SaaS) solution that enables government organizations to simplify the citizen application and appointment to boards process of the clerk’s office. Boards and Commissions includes:
• Unlimited user
accounts
• Unlimited boards, commissions, committees, and subcommittees • Unlimited storage of citizen applications
• Access to up to one (1) Boards and Commissions site
• Access to customizable, embeddable iFrame websites for displaying information to citizens
• Access to a customizable online citizen application form including board-specific questions
• Customizable forms for board details, appointment details, and internal tracking details
• Pre-designed document PDFs for applications, board details and rosters, and vacancy reports
• Downloadable spreadsheets for easy reporting
Optional custom templates for document or report generation may also be purchased for an additional fee.

Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage.

Legistar Legistar is a Software-as-a-Service (SaaS) solution that enables government 283
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Solution Description
organizations to automate the entire legislative process of the clerk’s office. Clerks can leverage Legistar to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legistar includes:
• Unlimited user
accounts
• Unlimited meeting bodies and meeting types
• Unlimited data storage and retention
• Up to one (1) Legistar database
• Up to one (1) InSite web portal
govAccess - Maintenance,
Hosting, & Licensing Fee - Core
The govAccess Maintenance, Hosting, and Licensing plan is designed to equip the client with the technology, expertise and training to keep the client's website relevant and effective over time.

Services include the following:
• Ongoing software updates
• Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) • Access to training webinars and on-demand video library • Access to best practice webinars and resources
• Annual health check with research-based recommendations for website optimization
• DDoS mitigation
• Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO)
Customizations (Recurring) -
govAccess
The following described service is a "Customization". A "Customization" is non-standard functional programming that is unique to a particular client and can potentially conflict with visionLive updates.
govAccess Enterprise Search
(Tier 2)
Index public 3rd party applications and other non-govAccess websites.

Tier 2 solution includes up to 250,000 pages/documents, up to three (3) search engines, and an unlimited annual search volume.

Send Agenda (Legistar) Send Agenda is dependent on an active subscription to the relevant govMeetings agenda.
govDelivery for Integrations Send notification bulletins directly to constituents who subscribe to receive updates directly through Granicus (powered by govDelivery). Receive a monthly metrics report delivered via email to show subscriber growth and 284
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Solution Description
engagement activity for the past month of bulletin sends, and grow subscribers through access to the Granicus Advanced Network.

Note: govDelivery integrations is dependent on an active subscription to the relevant govMeetings agenda or govAccess CMS solutions. govAccess -
Maint/Hosting/License Fee -
Independent Sub
Maintenance, Hosting and Licensing includes the following for the client's Independent Subsite:
• Monthly software updates
• Unlimited technical support (6:00 AM – 6:00 PM PT, Monday – Friday)
• Access to training webinars and on-demand video library • Access to best practice webinars and resources
• Annual health check with research-based recommendations for website optimization
• DDoS mitigation
• Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO)
govDelivery for Integrations Send notification bulletins directly to constituents who subscribe to receive updates directly through Granicus (powered by govDelivery). Receive a monthly metrics report delivered via email to show subscriber growth and engagement activity for the past month of bulletin sends, and grow subscribers through access to the Granicus Advanced Network.

Note: govDelivery integrations is dependent on an active subscription to the relevant govMeetings agenda or govAccess CMS solutions.

Mobile Permitting & Registration Mobile-enabled online forms and back-end systems for streamlining the registration/licensing/permitting of individual short-term rental hosts. These registration forms and workflows include:- Parcel Number lookup and validation
- E-Signatures
- ACH, Debit, and Credit Payments exclusively powered by Stripe.com - Registration Number & Certificate creation
- Document Upload
- Renewals
- Email confirmation
- Admin approval & denial
Tax Collection Tax Collection can be built as a separate mobile-enabled form or coupled with Mobile Permitting & Registration in one single portal allowing your users to:- Report revenue monthly, quarterly, or annually and pay sales tax due (i.e TOT)
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Solution Description
- Remind users when they are registering for a permit/license to also report any back taxes
- Collect ACH, Debit, and Credit Payments exclusively powered by Stripe.com
Rental Activity Audit Ongoing monitoring of Short Term Rental listings for signs of rental activity including historical revenue estimates & occupancy. Coupled with our Tax Collection product, users can also compare historical revenue estimates to actual reported revenue to identify those that may be underreporting and underpaying sales tax (i.e. TOT).

Address Identification and
Monitoring
Our state-of-the-art software provides ongoing monitoring of short-term rental platforms including major platforms such as Airbnb, VRBO, Booking.com, and FlipKey. We continually review and update our software to align with the evolving state of the platforms to provide a comprehensive dataset. Our machine learning will deduplicate all known Listings into unique Rental Units, where our identification team will provide owner contact information for further enforcement. This product includes: - Ongoing monitoring of all listings in your jurisdiction - Updating listing activity and details on a regular basis - Screenshot activity of every active listing - Deduplication of listings into unique Rental Units - Activity dashboard and map to monitor trends and breakdown of compliance. 24/7 Hotline 24/7 web and phone hotline for your community to report short term rental complaints such as parking, trash, noise disturbances, and illegal short term rentals. This product include:- Mobile-enabled online web form for citizens to submit tips or complaints (text, videos, and photos) - 24/7 call center for citizens to contact and report complaints verbally - Recordings for all call center complaints
- Email notifications to your team when complaints are logged - Automatic outbound IVR calls and SMS messages to permit emergency contacts notifying them of the complaint
- SMS support for emergency contacts to mark a complaint as acknowledged or resolved with the ability to send resolution notes - Hotline Dashboard for tracking complaint volumes, trends, and categories
- Ability to upload Notes/Comments to each complaint
Compliance Outreach Compliance monitoring provides up-to-date information for each identified Rental Unit and its compliance status. We configure your compliance definition specific to your jurisdiction rules and ordinances in order to provide up-to-date compliance status of each identified Rental Unit. Additionally, this product will:- Allow your team to send letters to non- compliant properties 24/7
- Configure letter templates with your branding and letterhead - Add as many letter sequences as you need for escalation - Monitor properties that become compliant after letter enforcement Granicus Operations Cloud - The annual subscription is an outcome-focused solution combining 286
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Solution Description
Self-Managed Video integrated technology, data insights, and experience services to drive operational efficiencies.
• Strategic Capabilities
• Designated Experience Partner
• Extended LMS Training On-demand
• Access to Services Catalog
• Biannual CX Program Brief to Review Insights & Recommendations • Online Help Articles and Access to govCommunity
• Data Insights
• Community Satisfaction and Performance Monitoring
• Government Effectiveness Score
• Digital Experience Score
• Quality of Life Surveys
• In-app Reporting and Dashboards
• Connected Technology
• Video Streaming and Video-on-Demand
 Built-in video indexing with start, stop, and pause controls  Video analytics
 Fully cloud-based
 Simulcast to multiple platforms including Facebook and YouTube  Unlimited meetings, users, and storage
• Public Portal
 Hyperlinked agendas, minutes, and documents
 Advanced keyword search
• Hardware
 Live Cast video encoder
• Ongoing security updates
• Ongoing product updates and enhancements
• Product accessibility maintained perpetually
• 99.9% up-time guarantee
• Technical Support Reporting (biannual)
• Escalation & Care Process
24/7 streaming (Granicus
Video)
Stay connected and engaged with your audience around the clock using our 24/7 Live Video Streaming Service. Designed for seamless, high-quality broadcasts, this service is perfect for organizations that need uninterrupted video streaming to share content, events, and updates in. This product option is per account, not per encoder.
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Solution Description
Experience Services Catalog
Accelerator
Annual Recurring Service Credits: Enhance your support through the GXC Services Catalog with these additional annual credits, ensuring continuous access to valuable services and resource.

Upgrade to 1080p Streaming Upgrade to 1080p Streaming (requires Live Cast and Live Cast Encoder)
VoteCast Web
The Granicus VoteCast Web Application is poised to transform our voting system by harnessing the advantages of cloud technology.

This innovative platform provides a secure, scalable, and user- friendly solution for electronic voting, aimed at streamlining the voting process, enhancing accessibility, and safeguarding the integrity of voting results.

Key Features:

Integration with Legislate: Elected officials can utilize any device to motion, second, vote, and request to speak, with all data seamlessly populating into the clerk software (LiveManager Web) to ensure accuracy and reduce administrative workload.

Dynamic Meeting Displays: As action items arise during meetings, connected TVs or projectors will automatically display the current agenda item, motion on the floor, vote results, and speaker timers alongside the speaker's name.

VoteCast offers:

Unlimited user accounts
Unlimited meeting bodies
Access to one Granicus platform site
Access to the VoteCast Web software application for elected officials
Access to the VoteCast Web Display software application for outputting meeting proceedings to TVs or projectors in the meeting room
We believe that adopting the Granicus VoteCast Web Application will greatly enhance our voting capabilities, ensuring a more efficient and effective process for all stakeholders involved.

GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION
288
Order Form
Orange,
CA
Order #: Q-488499
Prepared: 05 Feb 2026

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• Granicus Communications Suite Subscriber Information. o Data provided by the Client and contact information gathered through the Client's own web properties or activities will remain the property of the Client ('Direct Subscriber'), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of the Client, unless required by law. o Granicus
shall: (i) not disclose the Client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the Client hereby grants to Granicus a perpetual, non-cancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products by the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and any other legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information).
• Data obtained through the Granicus Advanced Network. o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the 'Advanced Network'). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the agency it subscribed to through the Advanced Network.
o Network
Subscribers are available for use while the Client is under an active subscription with Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW, or Exhibit placed under this agreement. All information related to Network Subscribers must be destroyed by the Client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement terminating. o Opt-In.

During the last 10 calendar days of the Client's subscription, the Client may send an opt- in email to Network Subscribers that shall include an explanation of the Client's relationship with Granicus terminating and that the Network Subscribers may visit the Client's website to subscribe to further updates from the Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to the Client upon termination. 289
Order Form
Orange,
CA
Order #: Q-488499
Prepared: 05 Feb 2026

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TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If
submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-488499 dated 05 Feb 2026 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This
quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice.

It is the responsibility of Orange, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.

For All Services Credits (including Service Catalog Credits and SimpleSupport):

Credits must be purchased prior to use and are allocated towards any services performed by Granicus included in the Service Credit portfolio for the number of credits indicated therein. Credits cannot be used towards software subscription purchases. Credits are consumed as Services are performed during the applicable period of performance and must be used during that period of performance or they will expire. If Client fails to use the credits within the period of performance due to factors outside of Granicus’ control, Granicus will not be obligated to refund any credits and will be under no obligation to perform the Services.
290
Order Form
Orange,
CA
Order #: Q-488499
Prepared: 05 Feb 2026

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BILLING INFORMATION
Billing Contact: Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address: PO Number:

If PO required
Billing Email: Billing Phone:

If submitting a Purchase Order, please include the following language:

The pricing, terms, and conditions of quote Q-488499 dated 05 Feb 2026 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.

AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.

Orange, CA
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\
291
Agenda Item
Orange City Council
Item #: 8.4. 2/10/2026 File #: 26-0010
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

1. SUBJECT
Energy and Performance Contract with Willdan Energy Solutions.

2. SUMMARY
Pursuant to California Government Code Section 4217.10, in July 2025, the City of Orange issued a Request for Qualifications/Proposals for energy conservation, performance contracting, and power purchase agreement(s). The intent was to identify qualified energy service companies to evaluate City facilities, identify possible projects, and help facilitate the construction of those projects at no upfront cost to the City of Orange. After receiving and evaluating the submitted Statements of Qualifications/Proposals, staff rated Willdan Energy Solutions as the most qualified firm. The intent of this item is to approve an Energy and Performance Contract with Willdan Energy Solutions to conduct an Energy and Infrastructure Investment Grade Audit of City of Orange facilities.

3. RECOMMENDED ACTION
Approve an Energy and Performance Contract with Willdan Energy Solutions to conduct an Infrastructure Investment Grade Audit; and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
The total costs for the Infrastructure Investment Grade Audit is $70,000. This amount will not be paid upfront. If at the conclusion of the Investment Grade Audit, the City decides not to move forward with any of the proposed projects, this amount will need to be paid to Willdan Energy Solutions. If the City proceeds with any of the projects that were evaluated as part of the Infrastructure Investment Grade Audit, then the $70,000 will be rolled into the project financing.

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology.

6. DISCUSSION AND BACKGROUND
California Government Code Section (GCS) 4217 authorizes agencies to bypass typical bidding requirements so public entities may accelerate energy efficient upgrade construction projects. As the City works through its financial constraints, staff continue to seek opportunities to lower costs. GCS 4217 presents a unique opportunity where the City may advance significant facility infrastructure upgrade projects at no up-front costs to the City.

In general, public agencies utilizing GCS 4217 will work with a qualified Energy Services Company (ESCO) to implement needed infrastructure upgrades. The initial costs to construct these upgrades typically require the respective public agency to incur debt. However, in working with a qualified ESCO, the public agency will utilize utility cost savings from the upgrades and leverage available City of Orange Printed on 2/5/2026Page 1 of 3
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ESCO, the public agency will utilize utility cost savings from the upgrades and leverage available incentives (e.g., investment tax credits) to service the debt over an extended period, resulting in cash positive net savings. Should utility savings not meet the expected reductions, then the ESCO often provide what is known as a “guaranteed savings” provision which means the ESCO will fund the difference.

To begin this process, in June 2025, the City issued Request for Qualifications/Proposal No. 24-

25.29. In late-July 2025, the City received four Statements of Qualifications/Proposals from reputable firms. An evaluation committee comprised of three City staff members reviewed the proposals and ultimately determined Willdan Energy Solutions (Willdan) as best suited to provide the ESCO services to the City.

As further detailed in Willdan’sproposal, this process includes a four-step approach. These steps include:

Step 1 - Preliminary Engineering Analysis: Identify potential upgrades and tentative scopes of work; conduct site walks/interviews; utility analysis; review grants, utility incentives, and preliminary financing. This process gives the City an idea of what projects could be further evaluated in the Infrastructure Investment Grade Audit stage.

Step 2 - Infrastructure Investment Grade Audit (IGA): Builds upon the previous work by delving further into scopes of work, energy/operational savings, community outreach, as well as a complete maintenance and verification plan.

Step 3 - Construction and Staff Training - Turnkey implementation of selected scopes of work, on-site Willdan project management, system commissioning, and staff training.

Step 4 - Measurement and Verification as well as ongoing support: Finalize incentives and rebates, continued measurement and verification along with general ongoing support.

To develop a set of projects and potential scopes of work that could be explored further through an IGA, Willdan has completed Step 1 at no cost to the City. The purpose of this item is to consider a contract authorizing Willdan to proceed with Step 2, which is to develop an IGA.

An IGA is an in-depth energy/operational analysis that identifies funding solutions while finalizing designs and scopes of work. The IGA’sintent is to position projects in a manner where they are generally ready to move into the bidding and construction phase with the expected costs and savings identified.

Based on the preliminary engineering analysis completed in Step 1, the following facility upgrade projects are proposed for IGA evaluation:
· HVAC Replacement and Retrofit
· Lighting upgrades
· Solar installations
· Electrical vehicle charging stations; and
· Advanced water meter upgrades.

Should the City Council approve a contract with Willdan, the IGA is expected to be completed in the next 3-4 months. Once completed, the City may choose which projects it would like to proceed into City of Orange Printed on 2/5/2026Page 2 of 3
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next 3-4 months. Once completed, the City may choose which projects it would like to proceed into the bidding and construction phase (if any). Those options will be brought forward to the City Council at a future meeting.

The total costs for the IGA is $70,000. This amount will not be paid upfront. If at the conclusion of the IGA, the City decides not to move forward with any of the proposed projects, this amount will need to be paid to Willdan.

If the City proceeds with any of the projects that were evaluated as part of the IGA, then the $70,000 will be rolled into the project financing.

7. ATTACHMENTS
· Energy and Performance Contract with Willdan
· Statement of Qualification/Proposal
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Agenda Item
Orange City Council
Item #: 8.4. 2/10/2026 File #: 26-0010
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

1. SUBJECT
Energy and Performance Contract with Willdan Energy Solutions.

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology.

In general, public agencies utilizing GCS 4217 will work with a qualified Energy Services Company (ESCO) to implement needed infrastructure upgrades. The initial costs to construct these upgrades typically require the respective public agency to incur debt. However, in working with a qualified ESCO, the public agency will utilize utility cost savings from the upgrades and leverage available City of Orange Printed on 2/5/2026Page 1 of 3
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ESCO, the public agency will utilize utility cost savings from the upgrades and leverage available incentives (e.g., investment tax credits) to service the debt over an extended period, resulting in cash positive net savings. Should utility savings not meet the expected reductions, then the ESCO often provide what is known as a “guaranteed savings” provision which means the ESCO will fund the difference.

To begin this process, in June 2025, the City issued Request for Qualifications/Proposal No. 24-

As further detailed in Willdan’sproposal, this process includes a four-step approach. These steps include:

Step 3 - Construction and Staff Training - Turnkey implementation of selected scopes of work, on-site Willdan project management, system commissioning, and staff training.

Step 4 - Measurement and Verification as well as ongoing support: Finalize incentives and rebates, continued measurement and verification along with general ongoing support.

Should the City Council approve a contract with Willdan, the IGA is expected to be completed in the next 3-4 months. Once completed, the City may choose which projects it would like to proceed into City of Orange Printed on 2/5/2026Page 2 of 3
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next 3-4 months. Once completed, the City may choose which projects it would like to proceed into the bidding and construction phase (if any). Those options will be brought forward to the City Council at a future meeting.

If the City proceeds with any of the projects that were evaluated as part of the IGA, then the $70,000 will be rolled into the project financing.

7. ATTACHMENTS
· Energy and Performance Contract with Willdan
· Statement of Qualification/Proposal
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ENERGY AND WATER SAVINGS PERFORMANCE CONTRACT
This Energy [and Water] Savings Performance Contract (together with its attached Schedules and Exhibits, the “Contract”) is made and entered into as of this ______ day of _______________, 2026 (the “Effective Date ”), between Willdan Energy Solutions , a California corporation with California state contractor’s license number 1065713 (“WES”), and City of Orange, a municipal corporation (“Customer”).

Each of WES and Customer may be referred to in this Contract as a “Party” and collectively as the “Parties.” The purpose of this Contract is for WES to perform an investment grade audit (an “ IGA”) of the Customer’s property and buildings (the “ Premises”) [and Customer -owned and/or operated water distribution infrastructure (the “Infrastructure”)]; the IGA will form the basis for recommendations, which WES will present to Customer, for the implementation of energy-[ and water-]savings efficiency measures, or other operating cost saving measures and equipment, as well as energy generation measures[, and/or fee- producing infrastructure facilities], as described in Schedule A (Scope of Work), with respect to the Premises [and the Infrastructure], and also for estimated program costs and overall potential energy [and water] consumption savings. The Contract will also set forth the terms and conditions under which WES will implement recommendations agreed to by Customer, and any other services agreed by WES and Customer, all of which will be designed to save energy[, water,] or other operating costs at the Premises[ and/or with respect to the Infrastructure] (collectively, the “Project”).

RECITALS
WHEREAS, Customer owns and operates the Premises and the Infrastructure , and is in need of energy and watersaving equipment and services designed to reduce energy and water consumption and costs for the Premises and the Infrastructure, as well as improve energy quality and reliability for the Premises and the Infrastructure;
WHEREAS, WES has made a preliminary assessment of the energy and water consumption characteristics of the Infrastructure, the Premises, and the existing equipment; WHEREAS, Customer now desires to retain WES to identify and develop energy efficiency measures as well as energy generation measures, and/or fee -producing infrastructure facilities, and in compliance with California Government Code §§4217.10 through 4217.18 and/or California Government Code § 5956, to perform design and engineering work in order to deliver a proposal (the “ Proposal”) identifying energy improvements and operational changes (collectively, “ ECMs”) to be installed or implemented at the Customer’s facilities, and including a pro forma analysis showing that the anticipated cost to Customer to implement the identified ECMs will be less than the anticipated cost to Customer for thermal, electrical, and other energy, together with anticipated operational, maintenance and other costs, that would have been consumed by Customer in the absence of the identified ECMs; and WHEREAS, if the Proposal is presented, on an arms’ length basis, to personnel of Customer with requisite technical training and experience, for those personnel to make judgments and determinations as to the desirability of the Proposal, and if the Proposal is dee med satisfactory by the Customer, it is the intent of the Customer to work with WES to negotiate and approve a Performance Contract Amendment hereto in the manner provided in California Government Code §4217.10 et seq. in order to procure, construct, install, and commission such ECMs, as well as to provide other services for the purpose of achieving energy, [water,] and operational savings for the Premises [and the Infrastructure], as more fully set forth herein; and WHEREAS, Customer is authorized under the laws of the State of California to enter into this Contract for the purposes set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, Customer and WES hereto covenant and agree as follows:
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SECTION 1 ESPC DOCUMENTS
Section 1.1. The ESPC Documents (hereinafter, “ESPC Documents”) consist of the City of Orange Professional Services Agreement (PSA) incorporated herein by reference , this Contract; other documents listed in this Contract; and Modiﬁcations issued after execution of this Contract. A “Modiﬁcation” is a written amendment to the Contract (including the Performance Contract Amendment defined below , and any supplemental Scope of Work and Energy Savings Guarantee subject to this Contract), signed by both Parties. A change order is a Modification. The order of precedence for the ESPC Documents shall be:
(a) City of Orange Professional Services Agreement
(b) this Contract
(c) other documents listed in this Contract
(d) Modifications

Section 1.2. The ESPC Documents represent the entire and integrated agreement between the Parties and supersede prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modiﬁed only by a Modiﬁcation. The ESPC Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Customer and WES.

Section 1.3. In accordance with California Government Code §1097.6(c)(1), WES’s duties and services under this Contract shall not include preparing or assisting Customer with any portion of Customer’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with Customer. Customer shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. WES’s participation in the planning, discussions, or drawing of project plans or specifications for any subsequent or additional contract shall be limited to conceptual, preliminary, or initial plans or specifications. WES shall cooperate with Customer to ensure that bidders (if Custome r elects to utilize a bidding process) for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by WES pursuant to this Contract.

Section 1.4. Schedules and Exhibits. WES has prepared, and Customer has approved and accepted, the Exhibits and Schedules set forth below, copies of which are attached hereto and made part of this Contract by reference.

SCHEDULES
Schedule A Scope of Work
Schedule B Compensation to WES

EXHIBITS
Exhibit 1 Form of Performance Contract Amendment, including the following Schedules (the “Performance Contract Amendment”):

Schedule 1-A Additional Responsibilities
Schedule 1-B Certificate of Substantial Completion
Schedule 1-C Certificate of Acceptance – Final Completion Exhibit 2 Form of Energy and Water Savings Guarantee, including the following Schedules (the “Energy [and Water] Savings Guarantee”):

Schedule 2-A Baseline Energy and Water Consumption
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Schedule 2-B Savings Measurement & Calculation Formulae; Methodology to Adjust Baseline
Exhibit 3 Form of Assured Performance Guarantee – Utility Meters SECTION 2 THE WORK
Section 2.1. The term “Work” means the investigation, design, engineering, construction, installation, commissioning and related services required to fulfill WES ’s obligations under the ESPC Documents, whether completed or partially completed, and includes all labor, materials, equipment , and services provided or to be provided by WES.

Section 2.2. WES will fully execute the Work described in the ESPC Documents, except to the extent specifically indicated in the ESPC Documents to be the responsibility of others.

Section 2.3. WES will perform all Work through sub-contractors or through WES’s own forces.

Section 2.4. WES will perform the Work in accordance with sound engineering and safety practices, in compliance with any and all reasonable rules of Customer relative to the Premises , and in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities in effect on the Effective Date or the date of a Modification, as applicable. If WES performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, WES will assume responsibility for such Work and will bear the costs attributable to correction.

SECTION 3 PHASES OF THE WORK
Section 3.1. The Work will be performed in phases, including: the IGA Phase, the Construction Phase (and construction of any additional phases pursuant to a supplemental Scope of Work or Modification), and the corresponding Energy and Water Savings Guarantee Phase, each as outlined in the applicable Scope of Work or Modification.
(a) The IGA Phase will commence on the Effective Date.
(b) The Construction Phase will commence upon the issuance of a formal Notice to Proceed (NTP) following the execution of a Performance Contract Amendment i n the form of Exhibit 1, following the conclusion of the IGA Phase.
(c) The Guarantee Phase for any Scope of Work or Modification will commence upon the execution of an Energy and Water Savings Guarantee in the form of Exhibit 2, and an Assured Performance Guarantee in the form of Exhibit 3 for such Scope of Work or Modification , following the execution of the Certificate of Acceptance – Final Completion in the form of Schedule 1-C corresponding to such Scope of Work or Modification.

Section 3.2. The Scope of Work for each phase of the Work will be defined in the applicable Schedule A (Scope of Work) (the “Scope of Work”). The fee for each phase of the Work will be defined in the applicable Schedule B (Compensation to WES) (the “Compensation Schedule”).

SECTION 4 FEES FOR THE WORK; PAYMENTS
Section 4.1. Customer will pay WES for the performance of the Work in accordance with the Compensation Schedule.

Section 4.2. Billing Information Procedure. Payments due to WES will be calculated each month and paid in accordance with the Compensation Schedule.
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Section 4.3. Payment. Customer shall pay WES within thirty ( 30) days of receipt of WES’s application for payment. Amounts unpaid thirty (30) days after the invoice date shall bear interest at 1.5% per month.

SECTION 5 FISCAL FUNDING
Section 5.1. Non-appropriation of Funds . In the event no Customer funds (or other funds ), or insufficient Customer funds (or other funds), are appropriated and budgeted for any future fiscal period in which payment will be due to WES under this Contract, and funds are otherwise unavailable by any means whatsoever in such future fiscal period, then the Customer will, not less than thirty (30) days prior to the beginning of such future fiscal period, notify WES in writing of such occurrence , and this Contract will terminate on the last day of the fiscal period for which appropriations were made, without penalty or expense to the Customer of any kind whatsoever, except as to the portions of payments herein agreed , for which Customer funds and/or other funds will have been appropriated and budgeted or are otherwise available.

SECTION 6 ENERGY AND WATER USAGE RECORDS AND DATA
Section 6.1. Customer has furnished or will furnish (or cause its energy and water suppliers to furnish) to WES, upon its request, all of Customer’s records and complete data concerning energy and water usage and energy and water related maintenance for the Premises, including the following data for the most current twenty-six (26) month period: utility records; occupancy information; descriptions of any changes in the building structure or its heating, cooling, lighting , water, or other systems or energy and water requirements; descriptions of all energy and water consuming or saving equipment used in the Premises; bills and records relating to maintenance of energy and water related equipment, and a description of energy and water management procedures presently utilized. If requested, Customer will also provide any prior energy and water audits of the Premises, and copies of Customer’s financial statements and records related to energy and water usage and operations for the most current twenty-six (26) month period at the Premises and will make agents and employees familiar with such records available for consultations and discussions with WES.

SECTION 7 REPRESENTATIONS AND WARRANTIES
Section 7.1. Each Party warrants and represents to the other that:
(a) it has all requisite power, authority, licenses, permits, and franchises, corporate or otherwise, to execute and deliver this Contract and perform its obligations hereunder; (b) its execution, delivery, and performance of this Contract have been duly authorized by, or are in accordance with, its organic instruments, and this Contract has been duly executed and delivered for it by the signatories so authorized, and constitutes its legal, valid, and binding obligation; (c) its execution, delivery, and performance of this Contract will not breach or violate, or constitute a default under any Contract, lease or instrument to which it is a party or by which it or its properties may be bound or affected; and
(d) it has not received any notice, nor to the best of its knowledge , is there pending or threatened any notice, of any violation of any applicable laws, ordinances, regulations, rules, decrees, awards, permits or orders which would materially and adversely affect its ability to perform hereunder.

SECTION 8 ADDITIONAL REPRESENTATIONS OF THE PARTIES
Section 8.1. Customer hereby warrants, represents and promises that it has provided , or will provide timely , to WES all records relating to energy and water usage and energy and water related maintenance of the Premises requested by WES and the information set forth therein is, and all information 301
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in other records to be subsequently provided pursuant to this Contract will be, true and accurate in all material respects.

Section 8.2. WES hereby warrants, represents and promises that:
(a) it is properly qualified, licensed and equipped to supply and perform the Work in the State of California;
(b) it will make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; (c) it will use qualified subcontractors and delegates, appropriately registered, licensed and bonded in this state, to perform the Work so subcontracted or delegated pursuant to the terms hereof; (d) it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.

SECTION 9 PERFORMANCE BY WES
Section 9.1. WES will perform all tasks/phases under the Contract, including the IGA Phase and the Construction Phase, in such a manner so as not to harm the structural integrity of the buildings or their operating systems. WES will repair and restore to its original condition any area of damage caused by WES’s performance under this Contract. Customer reserves the right to review the Work performed by WES and to direct WES to take certain corrective action if, in the reasonable opinion of the Customer, the structural integrity of the Premises or its operating system is or will be harmed. All costs associated with such corrective action to damage caused by WES’s performance of the Work will be borne by WES.

Section 9.2. WES will remain responsible for the professional and technical accuracy of all Work performed, whether by WES or its subcontractors or others on its behalf, throughout the term of this Contract.

Section 9.3. Prior to commencing Work under this Contract, WES will furnish a performance bond, in an amount equal to one hundred percent (100%) of the Construction Phase Contract Sum, and a payment bond to guarantee payment of all claims for labor and materials furnis hed, in an amount equal to one hundred percent (100%) of the Construction Phase Contract Sum (collectively, the “Contract Bonds”).

The Contract Bonds are not being furnished to cover the performance of any energy guaranty or guaranteed savings under this C ontract, nor to cover any equipment and/or material manufacturer’s warranty or other third-party warranty being assigned to Customer. No Construction Phase Work shall commence until the City has received and approved all required performance and payment bonds.

Section 9.4. WES and each of its Subcontractors shall, at no additional cost to Customer, comply with all applicable provisions of the California Labor Code and the regulations promulgated thereunder (collectively, the “Labor Laws”). To the extent required by California Labor Code §1771 or other applicable law, all employees of WES and WES’s subcontractors performing Work at the Premises will be paid the per diem prevailing wages for the employee’s job classification in the locality in which the Work is performed.

In accordance with California Labor Code §§1773 and 1773.2, Customer will obtain from the Director of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work, in the locality in which the Work is to be performed, for each craft, classification or type of worker needed to execute the Work at the Premises, and will cause copies of such determinations to be kept on file at its principal office. WES must post a copy at the Premises. Customer wi ll promptly notify WES of any changes to any such prevailing wage determination.

Section 9.5. WES will assist Customer in the preparation and submission to the applicable agencies of applications and documentation necessary for mutually agreed energy efficiency rebate, incentive, and/or loan program(s). WES makes no guarantee that Customer will receive funding from any energy efficiency rebate, incentive, and/or loan program(s) (collectively, “Incentive Funds”), or any portion 302
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thereof; WES expressly disclaims any liability for Customer’s failure to receive any portion of the Incentive Funds, and Customer acknowledges and agrees that WES will have no liability for any failure to receive all or any portion of the Incentive Funds. Procurement, or lack thereof, of the Incentive Funds will not alter the Contract Price of this Contract or the payment timeline associated with payment of the Contract Price. Any and all rebate deposits paid by WES will be immediately returned to WES when received by Customer.

SECTION 10 OWNERSHIP
Section 10.1. Ownership of Certain Proprietary Property Rights . All reports, studies, designs, plans, specifications, drawings, calculations, data, models, and other work product prepared or produced by WES under this Contract, including all Instruments of Service, shall be the property of the City. The City may use, reproduce, modify, and reuse such materials for any City purpose without restriction. WES retains a non-exclusive license to reuse its standard details, know-how, and professional methodologies that do not disclose City confidential information. Any indemnification or release of WES arising from the City’s use of the Instruments of Service is expressly deleted. If Customer uses the Instruments of Service for implementation purposes, including additions to or completion of the Project, without the written permission of WES, Customer agrees to waive and release, and indemnify and hold harmless, WES, its subcontractors, and their directors, employees, subcontractors, and agents from any and all claims, l osses, an d other liabilities associated with or resulting from such use.

SECTION 11 INDEMNIFICATION
Section 11.1. WES shall defend, indemnify, and hold harmless the City of Orange, its officers, officials, employees, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses, including attorneys’ fees, arising o ut of, pertaining to, or relating to the performance of the Work under this Contract, except to the extent caused by the sole negligence or willful misconduct of the City. This obligation is intended to comply with California Civil Code sections 2778 and 2782 and shall survive termination of the Contract. The liability of a defaulting Party will be limited to direct, actual damages. Neither Party shall be liable to the other Party for any special, indirect, incidental or consequential damages whatsoever, whether in contract, tort (including negligence) or strict liability, including, but not limited to, operational losses in the performance of business such as lost profits or revenues or any increase in operating expense.

SECTION 12 CONDITIONS BEYOND CONTROL OF THE PARTIES
Section 12.1. WES shall notify Customer in writing immediately of any delay or anticipated delay in WES’s performance of this Contract due to causes or circumstances beyond the reasonable control of WES. Notice shall include the reason for and anticipated length of the delay , and the date of performance shall be extended for a period equal to the time lost by reason of the delay. Any extension of time or increase in Contract Price pursuant to this Section 12.1 shall be documented by a Modification signed by the Parties.

Examples of such possibly excusable delays are natural calamities, strikes and boycotts, war or civil unrest, delay or inability to secure products, parts, materials, fuel, supplies, equipment or power at reasonable prices or in sufficient amounts through usual sources of supply, or governmental actions, a change in Applicable Law, the implementation or proposed implementation of new tariffs or modification of existing tariffs that increase WES’s cost of materials and equipment, regional labor escalation or shortages other events that are commonly deemed force majeure events. These are events that could not have been reasonably foreseen and estimated at the establishment of the Contract Price—provided that such events occur after the establishment of the Contract Price, are not within WES’s reasonable control, and could not have been avoided or mitigated through the exercise of reasonable skill and care. Force majeure events may justify an extension of Contract Time only. No increase in the Contract Sum is permitted absent a written Modification approved by the City in accordance with applicable law.

Section 12.2. EVENTS OF DEFAULT
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Section 12.3. Events of Default by Customer . Each of the following events or conditions will constitute a “Customer Event of Default”:
(a) any failure by Customer to pay any undisputed amount within thirty (30) days after written notice and an opportunity to cure ; or
(b) any other material failure by Customer to perform or comply with the terms and conditions of this Contract, including breach of any covenant contained herein, provided that such failure continues for thirty (30) days after notice to Customer demanding that such failures to perform be cured, or if such cure cannot be effected in thirty (30) days, Customer will not be in default if Customer commences a cure within such thirty (30) day period and diligently pursues completion thereof; or (c) any representation or warranty furnished by Customer in this Contract was false or misleading in any material respect when made.

Section 12.4. Events of Default by WES. Each of the following events or conditions will constitute a “WES Event of Default”:
(a) any failure by WES to meet the standards of comfort and service set forth in Schedule 1-A-3 due to failure by WES to properly design, install, maintain, repair or adjust the Equipment; provided that such failure continues for thirty (30) days after notice to WES demanding that such standards be met, or if such failure cannot be cured within thirty (30) days, WES will not be in default if WES commences a cure within such thirty (30) day period and diligently pursues completion thereof. (b) any other material failure by WES to perform or comply with the terms and conditions of this Contract, including breach of any covenant contained herein, provided that such failure continues for thirty (30) days after notice to WES demanding that such failures to perform be cured , or if such cure cannot be effected in thirty (30) days, WES will not be in default if WES commences a cure within such thirty (30) day period and diligently pursues completion thereof; (c) any representation or warranty furnished by WES in this Contract was false or misleading in any material respect when made; or
(d) the filing of a bankruptcy petition , whether by WES or its creditors against WES, which proceeding has not been dismissed within sixty (60) days of its filing, or an involuntary assignment for the benefit of all creditors or the liquidation of WES.

SECTION 13 CLAIMS AND DISPUTE RESOLUTION.

Section 13.1. Informal Process. All disputes will first be submitted to the individuals listed in Section 21 for resolution.

Section 13.2. Claims Process Under Public Contract Code. In the event that a remedy acceptable to both Customer and WES cannot be found pursuant to Section 13.1, WES may commence the dispute resolution process set forth in California Public Contract Code §9204 et seq. , which can be summarized as follows (the following is a summary only and is not intended to modify in any way the requirements and timeframes set forth in the statute):
(a) A “claim” means a separate demand by a contractor for one or more of the following: (i) a time extension, including, without limitation, for relief from damages or penalties for delay assessed by a public entity under a contract for a public works project; (ii) paym ent by the public entity of money or damages arising from work done by, or on behalf of, the contractor pursuant to the contract for a public works project and payment for which is not otherwise expressly provided or to which the claimant is not otherwise entitled; and (iii) payment of an amount that is disputed by the public entity. The claimant shall furnish reasonable documentation to support the claim. 304
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(b) Upon receipt of a claim, the public entity shall conduct a reasonable review of the claim and shall provide the claimant a written statement identifying what portion of the claim is disputed and what portion is undisputed. If the claimant disputes the public entity’s written response, or if the public entity fails to respond to a claim within the time prescribed by statute, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. (c) Following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the public entity shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made in accordance with the statute. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the public entity and the claimant sharing the associated costs equally. (d) Cure periods applicable to WES shall be no shorter than those applicable to Customer, and shall be extended where cure is being diligently pursued.

Section 13.3. Notwithstanding the foregoing, upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of binding arbitration , as set forth in Section 13.3.Arbitration. Customer and WES agree that if the claim or dispute cannot be resolved by the process set forth in Public Contract Code §9204 et seq. and summarized in Section 13.2, the exclusive means to resolve the claim or dispute will be arbitration pursuant to Public Contract Code § 10240 et seq., and the provisions of Public Contract Code §20104 et seq. shall not apply. Notwithstanding any other provision of law, arbitrators appointed for purposes of this Section 13.3 shall be experienced in construction law and shall be paid necessary and reasonable hourly rates not to exceed their customary rate. Such fees and expenses shall be paid equally by the parties, except where the arbitrator, for good cause, determines a different division.

Section 13.4. Multiparty Proceeding. Either Party may join third parties whose joinder would facilitate complete resolution of the dispute and matters arising from the resolution of the dispute.

SECTION 14 LIENS
Section 14.1. WES will promptly pay, when due, all amounts payable for labor and materials furnished in the performance of this Contract and will endeavor to prevent any lien or other claim from arising against any Customer property, against WES’s rights to payments hereunder, or against Customer.

SECTION 15 INDEPENDENT CAPACITY OF THE CONTRACTOR
Section 15.1. The Parties hereto agree that WES, and any agents and employees of WES, is acting in an independent capacity in the performance of this Contract, and not as a public official, officer, employee, consultant, or agent of Customer for purposes of conflict of interest laws or any other applicable law.

SECTION 16 NO WAIVER
Section 16.1. The failure of WES or Customer to insist upon the strict performance of the terms and conditions hereof shall not constitute or be construed as a waiver or relinquishment of either Party’s right to thereafter enforce the same in accordance with this Contract in the event of a continuing or subsequent default on the part of WES or Customer.

SECTION 17 SEVERABILITY
Section 17.1. In the event that any clause or provision of this Contract or any part thereof is declared invalid, void, or unenforceable by any court having jurisdiction, such invalidity shall not affect the validity or enforceability of the remaining portions of this Contract unless the result would be manifestly inequitable or unconscionable.
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SECTION 18 COMPLETE AGREEMENT
Section 18.1. This Contract, when executed, together with all Exhibits and Schedules attached hereto or to be attached hereto, as provided for by this Contract, shall constitute the entire agreement between the Parties and this Contract may not be amended, modified, or terminated except by a written Modification signed by the Parties hereto. The Parties may terminate this Contract for convenience upon written notice.

In the event of such termination, WES shall be compensated only for Work satisfactorily performed to the effective date of termination, as determined by the City, and shall have no entitlement to lost profits or unperformed work.

SECTION 19 FURTHER ASSURANCES
Section 19.1. The Parties shall execute and deliver all documents and perform all further acts that may be reasonably necessary to effectuate the provisions of this Contract.

SECTION 20 APPLICABLE LAW
Section 20.1. This Contract and the construction and enforceability thereof shall be interpreted under the laws of the State of California.

SECTION 21 NOTICE
Section 21.1. Any notice required or permitted hereunder will be deemed sufficient if given in writing and delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or delivered to a nationally recognized express mail service, charges prepaid, receipt obtained, to the address shown below or to such other persons or addresses as are specified by similar notice.

TO WES: TO CUSTOMER:

Willdan Energy Solutions City of Orange
Attention: Colton Gorman Attention: Jack Morgan
2401 East Katella Avenue, Suite 300 300 E. Chapman Avenue Anaheim, CA 92806 Orange, CA 92866
SECTION 22 HEADINGS
Section 22.1. Headings and subtitles used throughout this Contract are for the purpose of convenience only, and no heading or subtitle will modify or be used to interpret the text of any section.

SECTION 23 INSURANCE
Section 23.1. WES shall procure and maintain in effect insurance coverage in amounts not less than the following.
(a) Workers’ Compensation and Employer’s Liability Insurance with limits of not less than $1,000,000 per occurrence.
(b) Commercial General Liability Insurance for personal and bodily injury, including death, and property damage with limits not less than $1,000,000 combined single limit each occurrence and $2,000,000 general aggregate.
(c) Automobile Liability Insurance for personal and bodily injury, including death and property damage in the amount of not less than $1,000,000 per occurrence. (d) Professional Liability Insurance for damages incurred by reason of any negligent act, error or omission committed by WES in performing professional services with limits of not less than $1,000,000 per claim and $2,000,000 annual aggregate.
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(e) Builders All-Risk Insurance: WES, at Customer’s expense, shall maintain “All Risk Insurance” for all Equipment, and property obtained by or for WES which is to become a part of the work while such Equipment and property is stored at the job site, at temporary locations, or while in transit to the Project from such temporary locations. WES shall also be responsible for insuring Subcontractors’ owned, rented, or borrowed equipment.
(f) WES will require each Subcontractor to maintain such levels and types of insurance coverage as are appropriate for the Work to be performed by such Subcontractor.

Section 23.2. WES will provide Customer with certificates of insurance evidencing coverage required above. Each certificate will provide that the coverage may not be canceled except with at least thirty (30) days prior written notice to C ustomer, ten (10) days’ notice if cancellation is due to nonpayment of premium. Should this occur, WES will procure and furnish to C ustomer, prior to such effective date , new certificates conforming to the above coverage requirement.

Section 23.3. Additional Insured. Commercial General Liability and Automobile Liability policies shall name the City of Orange, its City Council, officers, officials, employees, agents, and volunteers as additional insureds for ongoing and completed operations using ISO CG 20 10 (or equivalent), CG 20 37 (or equivalent), and CA 20 48 (or equivalent).

Section 23.4. Primary and Non-Contributory. All insurance required of WES shall be primary to, and shall not seek contribution from, any insurance or self-insurance maintained by the City.

Section 23.5. Waiver of Subrogation. All required policies shall include a waiver of subrogation in favor of the City to the extent permitted by law.

Section 23.6. Insurer Qualifications. All insurers shall be admitted in the State of California and rated not less than A-:VII by A.M. Best.

Section 23.7. Endorsements. Certificates of insurance are for informational purposes only and do not modify coverage. Upon request, WES shall provide the City with copies of the required additional insured endorsements and endorsements evidencing primary and non-contributory coverage.

SECTION 24 EPACT 179D
Section 24.1. To encourage the implementation of a more energy-efficient system, Section 179D of the Internal Revenue Code provides for the allocation of a tax deduction based on the efficiency of the design. Since a public entity is exempt from paying taxes, the Internal Revenue Code permits this allocation to be passed along to the designer of the system as an additional incentive to incorporate the most efficient system affordable. Accordingly, once the building/system is placed into service, it is understood and agreed that the tax deduction granted pursuant to Section 179D of the Internal Revenue Code will be allocated to WES, in consideration of which WES intends to maximize the energy efficiency of the design being contracted.
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IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto subscribe their names to this Contract by their duly authorized officers as of the Effective Date.

WES CUSTOMER

Signed Signed
Name Name Daniel R. Slater
Title Title Mayor

ATTEST:

Pamela Coleman, City Clerk

APPROVED AS TO FORM:

Nathalie Adourian, City Attorney √

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IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto subscribe their names to this Contract by their duly authorized officers as of the Effective Date.

WES CUSTOMER

Signed Signed
Name Name Daniel R. Slater
Title Title Mayor

ATTEST:

Pamela Coleman, City Clerk

APPROVED AS TO FORM:

Nathalie Adourian, City Attorney √

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SCHEDULE A

SCOPE OF WORK
California State Contractor’s License Number 1065713
California Public Works Contractor Registration Number [●] This scope of work (“Scope of Work”) is attached to, and forms an integral part of, the Energy [and Water] Savings Performance Contract (together with its Schedules and Exhibits, the “ Contract”) between Willdan Energy Solutions (“WES”) and Customer. Capitalized terms used and not defined in this Scope of Work have the meanings given them in the Contract.

The purpose of this Contract is for WES to perform an investment grade audit (an “ IGA”) of the Customer’s property and buildings (the “Premises”) and Customer-owned and/or operated water distribution infrastructure (the “ Infrastructure”); the IGA will form the basis for recommendations, which WES will present to Customer, for the implementation of energy and watersavings efficiency measures, or other operating cost saving measures and equipment, as well as energy generation measures, and/or fee-producing infrastructure facilities, as described in Schedule A (Scope of Work), with respect to the Premises and the Infrastructure, and also for estimated program costs and overall potential energy and water consumption savings. The Contract will also set forth the terms and conditions under which WES will implement recommendations agreed to by Customer, and any other services agreed by WES and Customer, all of which will be designed to save energy, water, or other operating costs at the Premises and/or with respect to the Infrastructure (collectively, the “Project”).

Schedule A-1. IGA PHASE SERVICES
(a) General.

WES will advise the Customer on all proposed Scopes of Work , selection of materials, building systems and equipment, financing options, and utility incentives. WES will also provide the Customer with recommendations, consistent with the Customer ’s stated c riteria, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. (b) Engineering and Design. During the IGA Phase, WES will perform:

Design required to develop the scope and solution s that meet the Performance Contract Program Requirements identified in Schedule A-4 and obtain permits.

Develop design in enough detail to procure subcontractors and materials and develop the Contract Sum included (and defined) in the Performance Contract Amendment. (A) Perform a survey of the spaces and existing systems throughout the Premises to document existing conditions.
(B) Work with the Customer to establish goals and criteria for the Project. (C) Prepare design documents and/or criteria for subcontractor pricing procurement to install modifications to HVAC, electrical, and plumbing systems. (c) Pre-Construction Services. During the IGA Phase:

WES will assemble all design documents necessary for pricing procurement. 310
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WES will engage subcontractors; familiarize them with the Project, site and bidding information; and procure pricing for the purposes of establishing WES’s cost proposal in the Performance Contract Amendment.

WES will coordinate with the Customer, sub -consultants, financiers, utilities and other stakeholders throughout the IGA Phase.
(d) Energy-Related Services.

WES will walk through facility to become familiar with existing systems and the building’s operations. WES will also gather as-built plans and O&M data on existing HVAC systems from Customer.

WES will quantify energy savings for each recommended Scope of Work through a calibrated computer energy model or other industry standard energy calculation procedure.

WES will quantify and summarize the economics of a Scope of Work throughout each phase of design, including:
(A) Projected costs;
(B) Energy savings;
(C) Maintenance and other costs savings;
(D) Utility incentives; and
(E) Financing terms and debt service payment terms.
(e) Preparation of the Performance Contract Amendment.

When the Drawings and Specifications are sufficiently complete, WES will prepare a Performance Contract Amendment. The Performance Contract Amendment will include:
(A) Contract Sum;
(B) Contract Time;
(C) Construction Schedule;
(D) Energy and other cost savings;
(E) Grants, financing, and incentive opportunities;
(F) Project Cashflow;
(G) Information upon which the Performance Contract Amendment is based, including:
(i) Scope of Work;
(ii) Drawings;
(iii) Specifications;
(iv) Supplementary and other Conditions of the Contract; and (v) Deviations from the Performance Contract Program Requirements as identified in Schedule A-4.
(H) WES’s Personnel, Contractors and Suppliers.
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(f) For GC 5956 Projects: CEQA. In accordance with California Government Code §5956.6(b)(1), prior to any construction Work being performed, Customer, with the assistance of WES, will take all actions necessary to comply with the California Environmental Quality Act.

Schedule A-2. CONSTRUCTION PHASE SERVICES
(a) Construction Documents. As the Drawings and Specifications may not be finished at the time the Performance Contract Amendment is prepared, the Performance Contract Amendment will provide for further development of the Drawings and Specifications for construction. Such further development does not include such things as changes in scope, systems, or kinds and quality of materials, finishes or equipment, all of which, if required, will be incorporated by Change Order. (b) WES’s Construction Phase Responsibility.

WES will supervise and direct the Work, using WES’s best skill and attention. WES will be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the ESPC Documents give other speciﬁc instructions concerning these matters.

WES will schedule Work and coordinate Subcontractors and any other persons on the site of the Project.

WES will inspect the Work of each subcontractor for defective work, manage resolution of the defective work, and notify applicable subcontractor(s) to correct such defective work in a manner approved by the design team and Customer.

WES will record the progress of the Project and provide reports to the Customer.

Such reports will include, without limitation, information about variations between actual and budgeted or estimated costs and information on each subcontractor’s work, as well as completion status on the entire Project, showing percentages of completion.

With the cooperation of the Subcontractors, WES will prepare and maintain the Construction Schedule.

WES will schedule and conduct preconstruction, progress, quality control and special meetings with the Customer, designers, the subcontractors and any other parties involved in the Project to discuss such matters as procedures, progress, problems and scheduling.

WES will receive, review for completeness and responsiveness the subcontractors’ submittals such as shop drawings, product data and samples and deliver them to the Customer for review and approval.

WES will manage the Punch List, coordinate final inspections, and prepare the certificates of Substantial Completion and Final Completion. Upon Final completion, WES will receive, review for conformity with the requirements of the ESPC Documents, transmit to the Customer any affidavits, and turn over to the Customer any manuals and the originals of any guarantees, warranties, releases, bonds and waivers.
(c) Enhanced Commissioning . WES will develop the commissioning plan, review construction documents, develop functional test procedures, coordinate commissioning activities, verify startup tests, perform functional performance tests, and generate final commissioning report. (d) Labor and Materials.

Unless otherwise provided in the ESPC Documents, WES will provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of 312
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the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work.

WES will enforce strict discipline and good order among WES’s employees, Subcontractors, and other persons carrying out the Work. WES will not permit employment of unﬁt persons or persons not properly skilled in tasks assigned to them.

Schedule A-3. GUARANTEE PHASE SERVICES
(a) Facility Personnel Assistance.

WES’s commissioning group will assist Customer personnel in achieving the most efficient operation of Customer’s facility. The commissioning group will remotely monitor the facility and will help identify potential problems with the HVAC as well as work wi th the facility staff to enhance and implement energy conservation programs.

Customer will be responsible for the maintenance of all energy systems, including lighting, mechanical, electrical, and building automation control systems per Schedule 1-A-5. (b) Savings Tracking and Reporting.

WES will be responsible for the monthly tracking and monitoring of the Project and will provide ongoing assistance to Customer’s staff.

WES will provide a quarterly savings report. This report will detail current monthly savings, year to date savings, and guaranteed savings. This report will also show the actual savings in units of energy.
(c) Utility Rate Negotiation . If, during the term of this Contract, deregulation of the electric and gas utilities should occur, WES will have the right to negotiate on behalf of the Customer, in whole or in part , other utility services beyond the current providers of those services. WES will represent the Customer as long as the services being negotiated are cost competitive for the Customer. WES will seek the most cost competitive providers of those services who can provide equal or better-quality service. In the event that the Customer is able to locate a more cost competitive provider, with equal quality, WES will agree to use that provider. The purpose of this paragraph is to minimize utility costs for the Customer. (d) Cancellation.

Customer may cancel the Guarantee Phase services on any anniversary of the commencement of Guarantee Services, or at the end of Customer’s fiscal year.

If Customer cancels these services, WES reserves the right to cancel the Energy and Water Savings Guarantee as outlined in Exhibit 2 and the Assured Performance Guarantee as outlined in Exhibit 3.

Schedule A-4. ENERGY [AND WATER ] PERFORMANCE CONTRACT PROGRAM REQUIREMENTS:
(a) Financial Criteria.
(b) General Scope and Intent.

Schedule A-5. IMPLEMENTATION SCOPE OF WORK
(a) Scope of Work. Final, detailed scope of work will be included in the Performance Contract Amendment.

Schedule A-6. TIME.
(a) Construction and installation of energy-saving and/or energy-generating equipment (“Equipment”) by WES will proceed throughout the Construction Period described in the detailed schedule 313
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of construction, which will be submitted to Customer following commencement of the Construction Phase.

This schedule will be updated throughout construction to reflect ongoing progress on the Project. WES will endeavor to minimize disruption to Customer operations while allowing for completion of Scope of Work in a timely fashion.
(b) Weather disruptions, availability of necessary equipment, remediation of hazardous materials, and other delays beyond the control of WES will not count toward the Construction Period. The completion dates will be modified by Change Order for these events.

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SCHEDULE B

COMPENSATION TO WES
This compensation schedule (“Compensation Schedule”) is attached to, and forms an integral part of, the Energy and Water Savings Performance Contract (together with its Schedules and Exhibits, the “Contract”) between Willdan Energy Solutions (“ WES”) and Customer. Capitalized terms used and not defined in this Compensation Schedule have the meanings given them in the Contract.

The Customer will compensate and make payments to WES for the IGA Phase services, the Construction Phase services and the Guarantee Phase services as follows:

Schedule B-1. INVESTMENT GRADE AUDIT PHASE SERVICES
The Customer will compensate and make payments to WES for the IGA Phase services as follows:
(a) If the Performance Contract Amendment is executed within ninety (90) days of the date it is submitted to Customer, the fee for IGA services will be incorporated into the Performance Contract Amendment; otherwise,
(b) Customer will pay WES the stipulated sum of $70,000.00.

Schedule B-2. CONSTRUCTION PHASE
For WES’s performance of the Construction, the Customer will pay WES the Construction Phase Contract Sum in current funds for WES’s performance of the Contract after the execution of the Performance Contract Amendment. The Contract Sum will be identified in the Performance Contract Amendment.

Schedule B-3. CONSTRUCTION PHASE
For WES’s performance of the Construction, the Customer will pay WES [a Stipulated Sum] in current funds for WES’s performance of the Contract after the execution of the Performance Contract Amendment equal to Cost of the Work plus WES’s Fee [at the time of the proposal of the Performance Contract Amendment]. The C onstruction Phase Contract Sum with itemization of the Cost of Work and WES’s Fee will be identified in the Performance Contract Amendment. WES’s Fee and the Cost of the Work plus will be determined as follows:
(a) WES’s Fee.
(1) Project Development Services (includes IGA Services): Time & Materials (see Hourly Rate Schedule)
(2) Construction Management: Time & Materials (see Hourly Rate Schedule) (3) Enhanced Commissioning: Time & Materials (see Hourly Rate Schedule) (4) WES’s Overhead and Profit: Not to exceed XX% of the Cost of the Work (b) The Cost of the Work (“COW”) is as deﬁned as:
(1) Subcontract Costs: Payments made by WES to its Subcontractor to carry out the Work.
(2) Construction Contingency available for WES’s exclusive use to cover costs for unanticipated items of the Work.
(3) Allowance held by the Customer for additional Work to be incorporated in the Project.
(4) Costs, including transportation, of materials and equipment incorporated in the completed construction.
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(5) Costs of other materials and equipment, temporary facilities and related items.
(6) That portion directly attributable to this Contract of premiums for insurance and bonds.
(7) Fees of testing laboratories for tests required by the ESPC Documents, except those related to nonconforming Work.
(8) Data processing costs related to the Work.
(9) Legal costs, other than those arising from disputes between the Customer and WES, reasonably incurred by WES in the performance of the Work and with the Customer ’s written permission, which permission may not be unreasonably withheld. (10) Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Customer.
(11) Emergencies and repairs to damaged or nonconforming Work (12) The Cost of Work will also include costs which are incurred by WES in taking action to prevent threatened damage, injury or loss in case of emergency affecting the safety of persons and property.
(13) The Cost of Work will also include costs which are incurred by WES in repairing or correcting damaged or nonconforming Work executed by WES or WES ’s Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence or failure by WES or WES’s personnel (a) to fulfill a specific responsibility to the Customer set forth in this Contract or (b) to supervise adequately the Work of the Subcontractor or suppliers, and then only to the extent that the cost of the repair or correction is not recoverable by WES from insurance, Subcontractors or suppliers. (14) Hourly Rate Schedule used in determining professional services costs:

Rate Category Rate ($/hr)
Project Development and Engineering Services
1 Technical Drafter $TBD
2 Designer $TBD
3 Senior Designer $TBD
4 Engineer I $TBD
5 Engineer II $TBD
6 Senior Engineer $TBD
7 Principal Engineer $TBD
Energy Modeling
8 Energy Engineer $TBD
9 Senior Energy Engineer $TBD
Commissioning
10 Commissioning Engineer $TBD
11 Senior Commissioning Engineer $TBD
Project and Construction Management
12 Account Executive $TBD
13 Project Manager $TBD
14 Construction Manager $TBD
15 Site Superintendent $TBD
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Rate Category Rate ($/hr)
16 Field Engineer $TBD
17 Cost Estimator $TBD

Schedule B-4. GUARANTEE PHASE
For WES’s performance of any Energy and Water Savings Guarantee [and the Assured Performance Guarantee], the Customer will pay WES in current funds for WES’s performance of the applicable Guarantee Phase services following Final Completion of the corresponding portion of the Project, and issue to WES the “Certificate of Acceptance - Final Completion” as defined in Schedule 1-C for such portion of the Project.

The Guarantee Phase Contract Sum will be identified in the corresponding Energy and Water Savings Guarantee [and the Assured Performance Guarantee].

Schedule B-5. PAYMENT PROCEDURES
(a) Investment Grade Audit Phase Payments . WES will provide an Application for Payment to Customer for IGA Phase services completed in accordance with Schedule A -1 above. The Customer will make payment in the manner and within the time provided in Section 4.3 of the Contract (b) Construction Phase Payments.
(1) Project Mobilization. The initial Application for Payment will include all remaining pre -construction-phase services amounts as well as ten percent (10%) of the remaining total compensation to allow for mobilization of WES and subcontractors. (2) Progress Payments. WES will provide a monthly Application for Payment to Customer for work completed during the previous month. The Customer will make payment in the manner and within the time provided in Section 4.3 of the Contract. Until a specific Scope of Work is complete, as identified as a line item in the Schedule of Values, Customer will pay one hundred percent (100%) of the amount due to WES on account of progress payments. WES will provide a Retainage Bond that represents ten percent (10%) of the total Contract value.
(3) Schedule of Values. WES will prepare and submit a complete schedule of values along with the initial Application for Payment. Portions of the Scope of Work listed as line items in the Schedule of Values will be treated as individual Scopes of Work for the purposes of Progress Payments, Substantial Completion, Final Completion, and withholding of retention amounts. (4) Substantial Completion. Substantial Completion is the stage in the progress of a specific Scope of Work when such Scope of Work or designated portion thereof is sufficiently complete in accordance with the ESPC Documents so that the Customer can utilize such portion of the Work for its beneficial use.

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

When the Work or designated portion thereof is Substantially Complete, WES will prepare a Certificate of Substantial Completion which will establish the date of Substantial Completion, will establish 317
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responsibilities of the Customer and WES for security, maintenance, heat, utilities, damage to the Work and insurance, and will fix the time within which WES will finish all items on the Punch List accompanying the Certificate. Warranties required by the ESPC Documents will commence on the date of Substantial Completion of the Scope of Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion will be submitted to the Customer for their written acceptance of responsibilities assigned to them in such Certificate. (5) Substantial Completion Payment . Upon Substantial Completion acceptance, the Customer will make payment of retainage applying to such Work or designated portion thereof within the time provided in Section 4.3 of the Contract. Such payment will be reasonably adjusted to reflect the dollar value of Work that is incomplete or not in accordance with the requirements of the ESPC Documents.
(6) Final Completion and Payment. After WES’s completion of all Punch List items, closeout requirements, and upon receipt of written notice that the Work or designated portion thereof is ready for final inspection and acceptance and upon receipt of a Final Application for Payment, the Customer will make such inspection within seven (7) days and, when the Customer finds the Work acceptable under the ESPC Documents and the Contract fully performed, the Customer will execute and issue the Certificate of Acceptance within two (2) days from the final inspection and pay the entire balance found to be due to WES as stated in the Final Application for Payment within the time provided in Section

4.3 of the Contract.
{Use this section if payments are to be made during the Energy [and Water] Savings Guarantee [or Assured Performance Guarantee]. Otherwise, omit this section.}
(c) Guarantee Phase Payments. WES will provide annual Applications for Payment to Customer for Guarantee Phase services to be completed in the subsequent year . The Customer will make payment in the manner and within the time provided in Section 4.3 of the Contract. (d) Failure of Payment. If the Customer does not pay WES within five (5) days after the date established in Section 4.3 of the Contract, then WES may, upon written notice to the Customer, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately, and the Contract Sum shall be increased by the amount of WES’s reasonable costs of shut - down, delay and start-up, plus interest.

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EXHIBIT 1

FORM OF PERFORMANCE CONTRACT AMENDMENT
This Performance Contract Amendment (“Amendment”), dated as of the [ XX] day of [XX] in the year [202X] (the “Amendment Date”) is incorporated into the accompanying Energy Savings Performance Contract dated the [ XX] day of [ XX] in the year [202X] (together with its Exhibits and Schedules, the “Contract”) for the following:

PROJECT: {Name and Location or Address}
THE CUSTOMER: City of Orange, a municipal corporation, 300 E. Chapman Ave., Orange, CA 92866 THE CONTRACTOR: Willdan Energy Solutions, Inc. (“WES”)

WHEREAS, Customer and WES previously executed the Contract, pursuant to which WES performed an investment grade audit (“IGA”) of the Customer’s Premises and Infrastructure and presented Customer with recommendations (the “Recommendations”) for the implementation of certain energy, water or other operating cost saving measures and equipment and/or fee -producing infrastructure facilities, including estimated program costs and overall potential energy consumption savings; WHEREAS, WES delivered the Recommendations, on an arms ’ length basis, to personnel of Customer with requisite technical training and experience, for those personnel to make judgments and determinations as to the desired scope of work;
For GC 5956 Water Meter Projects: WHEREAS, California Government Code §5956 permits Customer to enter into agreement with private entities for the development, design, and construction of fee- producing infrastructure projects, including energy and water supply, treatment and distribution projects; WHEREAS, pursuant to the provisions set forth in California Government Code §5956, Customer intends to utilize a combination of Customer funds and private investment capital to design, construct and finance improvements to the water-distribution Infrastructure described in the Preliminary Assessment; WHEREAS, Customer has accepted the Recommendations and anticipates that existing end -user fees and water rates are fair and reasonable to the end -users, and will be sufficient to pay WES’s costs permitted under California Government Code §5956.6(b)(4) , but to the extent that Customer increases its end-user fees and water rates to pay for the fee -producing infrastructure projects procured under this Amendment, such increase will be subject to approval prior to its imposition at a public hearing and will be imposed pursuant to the requirements of California Government Code §5956.6(b)(5) or other applicable law; For GC 4217.10 Energy Savings Projects: WHEREAS, in the Recommendations, WES identified potential energy and operational savings opportunities at Customer’s Facilities and estimated program costs to implement energy-efficiency- and energy-generation-measures and presented an overall potential energy cost and consumption savings for implementing those recommendations; WHEREAS, Customer has accepted the Recommendations and has determined that the anticipated cost to Customer to implement the energy-savings Project will be less than the anticipated cost to Customer for thermal, electrical, and other energy, together with anticipated operational, maintenance and other costs, that would have been consumed by Customer in the absence of the energy-savings Project, in compliance with California Government Code §§4217.10 through 4217.18; WHEREAS, pursuant to California Government Code §4217.12, Customer held a regularly scheduled public hearing on [ ●], of which two weeks advance public notice was given regarding this Amendment and its subject matter;
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WHEREAS, Customer has determined that entering into this Amendment to implement the Project is in the best interests of Customer and that California Government Code §4217.10 et seq. allows Customer to enter into this Amendment
For GC 5956 Projects: WHEREAS, Customer has selected WES pursuant to a competitive negotiation process in which WES demonstrated its competence and qualifications for the studying, planning, design, developing, financing, construction, maintenance, rebuilding, improvement, repair, and operation of the Project;
For GC 5956 Projects: WHEREAS, Customer’s process also specifically prohibited practices that could result in unlawful activity including, but not limited to, rebates, kickbacks, or other unlawful consideration, and specifically prohibit ed its employees from participating in the selection process when those employees have a relationship with WES that would subject those employees to the prohibition of California Government Code §87100;
WHEREAS, WES is duly licensed by the State of California to provide or enter into this Amendment to provide such services, and is willing and financially able to perform such services for Customer, all as more fully set forth herein;
WHEREAS, by adoption of Resolution No. [ ●] at the above -referenced meeting, Customer approved this Amendment and authorized its execution.

NOW THEREFORE, the Customer and WES hereby amend the Contract as follows.

TABLE OF SCHEDULES (the following Schedules are added by this Performance Contract Amendment):

Schedule 1-A Additional Responsibilities
Schedule 1-B Certificate of Substantial Completion
Schedule 1-C Certificate of Acceptance – Final Completion

Exhibit 1-1. CONSTRUCTION PHASE CONTRACT SUM
{Use this section for Stipulated Sum}
Stipulated Sum.
(1) The Stipulated Sum will be ($_), subject to authorized adjustments as provided in the ESPC Documents. A detailed description of the components of this compensation is provided below.
{Insert Project Financial Table reflecting the proposed schedule of values} (2) The Stipulated Sum is based upon the following alternates, if any, which are described in the ESPC Documents and are hereby accepted by the Customer:

Exhibit 1-2. CHANGES IN THE CONSTRUCTION PHASE CONTRACT SUM:

Changes to the Contract Sum are warranted for , but are not limited to: Hazardous Substances, additions or modifications to the Scope of Work, and Differing Site Conditions , each as defined in this Performance Contract Amendment. All additional costs associated with these items will be the responsibility of Customer.

Exhibit 1-3. CONTRACT TIME
The date of commencement of construction is the date of this agreement. 320
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The date of final completion is [XXX] calendar days from the date of commencement of construction.

The anticipated Energy Savings Guarantee Commencement Date is the date of Final Completion.

Weather disruptions, availability of necessary equipment, remediation of hazardous materials, and other delays beyond the control of WES will not count toward the construction timeframe in this Exhibit 1-3.

Exhibit 1-4. SCHEDULE OF VALUES
WES will prepare and submit a complete schedule of values along with initial Application for Payment. Portions of the Scope of Work listed as line items in the Schedule of Values will be treated as individual Scopes of Work for the purposes of Progress Payments, Substantial Completion, Final Completion, and withholding of retention amounts.

Exhibit 1-5. CONSTRUCTION SCHEDULE
{Insert Construction Schedule}
Exhibit 1-6. INFORMATION UPON WHICH AMENDMENT IS BASED
The Contract Sum and Contract Time set forth in the Performance Contract Amendment are based on the following:

Scope of Work. The finalized scope of work to be performed under the original Contract is revised and clarified as set forth in this Performance Contract Amendment as follows:
(1) ECM #: Building HVAC Work
(A) This work is to be performed at the following buildings:
(i) Building A
(ii) Building B
(2) ECM #: Building Automation Controls System
(A) This work is to be performed at the following buildings:
(i) Building A
(ii) Building B
(3) ECM #: Lighting Improvements
(A) This work is to be performed at the following buildings:
(i) Building A
(ii) Building B
(4) Work Excluded.
(A) General.
(i) Sales taxes are excluded from the Project. Customer will assist WES in securing Project exemption certificate.
(ii) Abatement of asbestos and other hazardous materials are not included in the Scope of Work. This work is to be performed under a separate contract by the Customer in a timely manner.
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(iii) Temporary conditioning of occupied spaces is excluded. Existing HVAC equipment is intended to be kept in operation to provide conditioning of spaces where possible.
(iv) Specific areas of the building not included in Project scope. (v) Painting and patching behind [XXXX] equipment. Painting touch- up to be performed by the Customer.
(vi) Landscaping beyond reseeding of damaged or disturbed earth. (vii) Integration of modification of security access controls and surveillance system. (Especially relevant when modifying entrances) (B) Mechanical/Controls.
(i) Electrical power wiring and connections over 24V. (Only applicable if a separate Electrical Contractor is involved in the Project) (ii) Building Automation Controls installation (Only applicable if a separate Controls Contractor is involved in the Project) (iii) IT infrastructure and IT support:
(iv) Option 1 - Customer to provide IT support to assist in connection of controls remote access interface.
(v) Option 2 – Project to use existing data architecture in place, Customer to provide IT support to assist in connection of controls remote access interface.
(vi) New concrete pads for [XXXX] equipment. Existing concrete house-keeping pads will be re-used for this equipment.
(vii) Replacement, patching, and painting of all grilles and registers in [XXXX] area of the building. This work is to be performed by Customer at their discretion independent of the Project.
(viii) Repair or replacement of existing HVAC equipment and components. (Only relevant for controls only Projects)
(ix) Expansion of fire panel to accommodate added points. (C) Lighting.
(i) Exterior Lighting (except 4’, 8’, and U-tube T12 fluorescents) (ii) Incandescent fixtures on dimmers
(iii) Incandescent fixtures in decorative applications
(iv) Incandescent fixtures where heat, fixture size, or photometrics prevent compact fluorescent application
(v) Circline fluorescents
(vi) 1’, 3’, and 6’ fluorescents
(vii) Task lighting on modular furniture
(viii) Black light and aquarium lighting
(ix) Abandoned fixtures
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(x) Fluorescent, Edge-Lit, and LED Exit Signs and Exit Signs that will not accommodate a LED retrofit
(xi) Area lighting provided by electrical provider owned lights (D) Roofing.
(i) Replacement of any defective roofing items which are hidden conditions, including wood nailer, insulation, and metal deck. Repair of these items will be billed to the Customer through Change Orders and paid for out of the Project contingency budget.
(E) Water Meters.
(F) Additional Project Specific Exclusions.
(i) Exclusion #1
(ii) Exclusion #2
Drawings.
(1) The Scope of Work defined in Exhibit 1-6(a) supersedes any scope defined in the Drawings and Specifications. The Drawings and Specifications are provided to provide layout, quantities and general quality of equipment and materials to be incorporated in the Project.

Number Title Date

Specifications.
(1) The Scope of Work defined in Exhibit 1-6(a) supersedes any scope defined in the Drawings and Specifications. The Drawings and Specifications are provided to provide layout, quantities and general quality of equipment and materials to be incorporated in the Project.

Number Title Date

Allowances and Contingencies.
(1) Allowances.
(A) Customer’s Allowance: [$XXX,XXX]
(2) Contingencies.
(A) Customer’s Contingency: Not Applicable
(B) WES’s Contingency: $XXX,XXX
(i) WES’s Contingency exists to mitigate P roject-related risks for which WES is responsible. This Contingency is intended to cover costs due to the 323
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negligence or failure of WES, WES’s subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract. WES’s Contingency is understood by WES and Customer to be “spent” money.

Exhibit 1-7. COST OF THE WORK
Exhibit 1-8. CONSTRUCTION SCHEDULE AND EQUIPMENT INSTALLATION; APPROVAL Construction Schedule. Construction and installation of Equipment by WES will proceed throughout the Construction Period described in the detailed schedule of construction, which will be submitted to Customer following commencement of the Performance Contract Amendment. This schedule, set forth in Exhibit 1-5, will be updated throughout construction to reflect ongoing progress on the Project.

Systems Startup and Equipment Commissioning . WES will conduct a thorough and systematic performance test of each element and total system of the installed Equipment in accordance with the procedures specified in Schedule 1-A-1, and prior to acceptance of the Scope of Work by Customer.

WES will provide notice to the Customer of the scheduled test(s) and the Customer and/or its designees will have the right to be present at any or all such tests conducted by WES and/or manufacturers of the Equipment. WES will be responsible for correcting and/or adjusting all deficiencies in systems and Equipment operations that may be observed during system commissioning procedures.

Exhibit 1-9. EQUIPMENT WARRANTIES
EXCEPT FOR THE WARRANTIES PROVIDED IN THIS Exhibit 1-9, WES MAKES NO WARRANTIES

IN CONNECTION WITH THE WORK PROVIDED UNDER THIS CONTRACT, WHETHER EXPRESS

OR IMPLIED IN LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES AGAINST INTELLECTUAL PROPERT Y INFRINGEMENT. CUSTOMER WILL HAVE NO REMEDIES

AGAINST EITHER WES OR ANY WES SUBCONTRACTOR OR VENDOR FOR ANY DEFECTIVE

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

SUCH MATERIALS OR EQUIPMENT IN ACCORDANCE WITH THE WARRANTIES INDICATED BELOW.

WES covenants and agrees that all material and Equipment installed as part of this Contract will be new, in good and proper working condition and protected by appropriate written warranties covering the performance of parts and Equipment, which will be transferred to Customer upon Substantial Completion. WES further warrants that its workmanship provided hereunder, including its subcontractors ’ workmanship, will be free of material defects for a period of one (1) year from the date of Substantial Completion as indicated on the executed Certificate of Substantial Completion (“WES Warranty”).

Notwithstanding the preceding sentence, the date the WES Warranty commences with respect to a specific piece or pieces of Equipment may be further defined in Schedule 1-B.

Equipment and material warranties that exceed the WES Warranty period will be provided directly by the equipment and/or material manufacturers and such warranties will be assigned directly to Customer, after the one (1) year period. During the WES Warranty period, WES will be Customer’s agent in working with the equipment and material manufacturers in resolving any equipment or material warranty issues. If any material defects are discovered within the WES Warranty period, WES, or WES’s subcontractors, will correct its defects, and/or WES will work with the equipment or material manufacturer as Customer’s agent to facilitate the manufacturer’s correction of the equipment or material defect. Such warranty services will be performed in a timely manner and at t he reasonable convenience of Customer. If a warranty issue arises on any equipment or material installed after the WES Warranty period, and the equipment or material has a warranty period that exceeds one (1) year, Customer will contact the manufacturer directly to resolve such warranty issues and Customer acknowledges that the manufacturer will have sole responsibility for such issues.
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The warranties in this Exhibit 1 -9 expressly exclude any remedy for damage or defect caused by improper or inadequate maintenance of the installed equipment by service providers other than WES or its subcontractors, corrosion, erosion, deterioration, abuse, modifications or repairs not per formed by an authorized WES subcontractor, improper use or operation, or normal wear and tear under normal usage. WES will not be responsible for the cost of correcting a breach of warranty or defect to the extent that the manufacturer of the equipment that is the subject of a warranty hereunder does not honor its equipment warranty as a result of its termination of operations, insolvency, liquidation, bankruptcy or similar occurrence. Unless otherwise specified, all warranties hereunder, including without limitation those for defects, whether latent or patent, in design, engineering, or construction, will terminate one (1) year from the date of Substantial Completion; and thereafter, WES will have no liability for breach of any warranty or for any latent or patent defect of any kind pursuant to California Code of Civil Procedure §§337.1 and 337.15.

Customer and WES have discussed the risks and rewards associated with this Project, as well as the Contract Sum to be paid to WES for performance of the Work. Customer and WES agree to allocate certain of the risks so that, to the fullest extent permitted by applicable law, WES’s total aggregate liability to Customer and all third parties is limited to the Contract Sum for any and all injuries, damages, claims, losses, expenses, or claim expenses (including attorney’s fees) arising out of this Contract from any cause or causes. Such causes include, but are not limited to, negligence, errors, omissions, strict liability, breach of contract, or breach of warranty.

Exhibit 1-10. TRAINING BY WES
WES will conduct the training program described in Schedule 1-A-10 hereto. Such training must be completed prior to acceptance of the Equipment installation. WES will provide ongoing training whenever requested by Customer with respect to updated or altered Equipment, including upgraded software. Such training will be provided at no charge to the Customer.

Exhibit 1-11. PERMITS AND APPROVALS; COORDINATION
Permits and Approvals. The Equipment and the operation of the Equipment by WES will at all times conform to all applicable federal, state and local code requirements. Customer must cooperate fully with WES in obtaining all necessary permits and approvals for installation of the Equipment. WES is responsible for obtaining and paying for all permits, except those permits to be issued by Customer itself .

Customer will be responsible for obtaining and paying for annual operating permits and any approvals or exemptions required by CEQA. WES will furnish copies of each permit or license which is required to perform the Work to the Customer before WES commences the portion of the Work requiring such permit or license. Customer is responsible for hiring and paying inspectors, and for fees associated with plan checks (including expedited plan checks), inspections, certifications, and utility interconnection(s), including any additional Work that may be required by the electric utilities as part of interconnection.

Coordination During Installation. The Customer and WES will coordinate the activities of WES’s Equipment installers with those of the Customer, its employees, and agents. WES may not commit or permit any act which will unreasonably interfere with the performance of business activities conducted by the Customer or its employees without prior written approval of the Customer.

Exhibit 1-12. LOCATION AND ACCESS
Customer will provide sufficient space on the Premises for the installation and operation of the Equipment and will take reasonable steps to protect such Equipment from harm, theft and misuse. Customer will provide access to the Premises for WES to perform any function related to this Contract during regular business hours, or such other reasonable hours as may be requested by WES and reasonably acceptable to the Customer. WES’s access to Premises to make emergency repairs or corrections as it may determine are needed may not be unreasonably restricted by the Customer.

Exhibit 1-13. EQUIPMENT SERVICE
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Actions by WES. WES will provide all service, repairs, and adjustments to the Equipment installed under terms of this Contract pursuant to Schedule 1-A-4. Customer will incur no cost for Equipment service, repairs, and adjustments, except as set forth in the Compensation Schedule, provided, however, that if WES determines that the need for maintenance or repairs principally arises due to the negligence or willful misconduct of the Customer or any employee or other agent of Customer, WES may charge Customer for the actual cost of the maintenance or repair insofar as such cost is not covered by any warranty or insurance proceeds.

Malfunctions and Emergencies . Customer will use its best efforts to notify WES or its designee(s) within twenty-four (24) hours after the Customer ’s actual knowledge of the occurrence of: (i) any malfunction in the operation of the Equipment or any preexisting energy -related equipment that might materially impact upon any energy savings guaranteed by WES , (ii) any interruption or alteration to the energy supply to the Premises, or (iii) any alteration or modification in any energy-related Equipment or its operation.

Where Customer exercises due diligence in attempting to assess the existence of a malfunction, interruption, or alteration it will be deemed not at fault in failing to correctly identify such conditions as having a material impact upon the guaranteed energy savings. Customer will notify WES within twenty-four (24) hours upon its having actual knowledge of any emergency condition affecting the Equipment. WES or its designee(s) will respond within twenty -four (24) hours to promptly proceed with corrective measures. Any telephonic notice of such conditions by Customer will be followed within three (3) business days by written notice to WES from Customer. If Customer unreasonably delays in so notifying WES of a malfunction or emergency, and the malfunction or emergency is not otherwise corrected or remedied, such conditions will be treated as a Material Change (as defined herein) and the applicable provisions of Schedule 2-B will be applied.

Actions by Customer. Customer may not move, remove, modify, alter, or change in any way the Equipment or any part thereof without the prior written approval of WES except as set forth in Schedule 1-A-5. Notwithstanding the foregoing, Customer may take reasonable steps to protect the Equipment if, due to an emergency, it is not possible or reasonable to notify WES before taking any such actions. In the event of such an emergency, Customer will take reasonable steps to protect the Equipment from damage or injury and will follow instructions for emergency action provided in advance by WES. Customer agrees to maintain the Premises in good repair and to protect and preserve all portions thereof, which may in any way affect the operation or maintenance of the Equipment.

Exhibit 1-14. STANDARDS OF COMFORT
WES will install and commission the Equipment in a manner that will enable the Customer to maintain the standards of heating, cooling, hot water, and lighting, as described in Schedule 1-A-3.

Exhibit 1-15. BONDS
Any and all performance and payment bonds obtained by WES for the Project shall specifically exclude coverage for those portions of the Contract or the Work pertaining to design services and any other part of this Contract and the ESPC Documents which do not relate specifically to construction management and supervision of Work for purchasing and installing of Equipment, or for work to be accomplished by the Customer.

Exhibit 1-16. OWNERSHIP
Ownership of Existing Equipment . Ownership of the equipment and materials presently existing at the Premises at the time of execution of this Contract will remain the property of the Customer even if they are replaced or their operation made unnecessary by Work performed by WES pursuant to this Contract. If applicable, WES will advise the Customer in writing of all equipment and materials to be replaced at the Premises and the Customer will within thirty (30) days designate in writing to WES which 326
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equipment and materials (other than Hazardous Substances (as defined herein), which will be the responsibility of Customer) should not be disposed of off-site by WES. It is understood and agreed by both Parties that the Customer will be responsible for and designate the location and storage for any equipment and materials that should not be disposed of off -site. WES will be responsible for the disposal of all equipment and materials (other than Hazardous Substances) designated by the Customer as disposable off- site in accordance with all applicable laws and regulations regarding such disposal. WES will not be responsible for the removal and/or disposal of any Hazardous Substances except as specified in the Scope of Work.

New Equipment. All new Equipment or materials supplied to the Customer will become the property of the Customer upon installation and payment therefor. WES will grant to the Customer a perpetual, irrevocable royalty-free license for any WES software or other WES intellectual property rights necessary for the Customer to continue to operate, maintain, and repair the Equipment in a manner that will yield maximal energy consumption reductions.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto subscribe their names to this Performance Contract Amendment by their duly authorized officers as of the Amendment Date.

WES CUSTOMER

Signed Signed
Name Name Daniel R. Slater
Title Title Mayor

ATTEST:

Pamela Coleman, City Clerk

APPROVED AS TO FORM:

Nathalie Adourian, City Attorney √

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SCHEDULE 1-A

ADDITIONAL RESPONSIBILITIES
{NOTE: this schedule is added by the Performance Contract Amendment. Retain the paragraph immediately below at the time originally issuing this contract (when entering into the IGA). All other content to be defined at the time of the Performance Contract Amendment}
[This Schedule is added as part of the Performance Contract Amendment] Schedule 1-A-1. System Start -up & Commissioning . WES will perform start -up and commissioning services for all equipment installed.

Schedule 1-A-2. Operating parameters of installed equipment. WES will provide operating parameters in the Operation and Maintenance Manuals. These manuals will be provided to Customer prior to Final Completion.

Schedule 1-A-3. Standards of Comfort.
(a) Customer will maintain the following standards of comfort, which were used to evaluate the energy conservation measures for this Scope of Work . Significant deviation from these standards will represent a change in operation that must be accounted for, in accordance with Exhibit 2-4, in order to accurately verify the Energy Savings Guarantee.
(b) Occupied temperature set points: 70°F or below in heating and 74°F or above in cooling. (c) Unoccupied temperature set points: 50°F in heating and 100°F or above in cooling.

Schedule 1-A-4. WES Maintenance Responsibilities . WES is not responsible for performance of any maintenance of equipment on the Premises.

Schedule 1-A-5. Customer Maintenance Responsibilities. Customer is required to perform all necessary maintenance as recommended by the manufacturer in the Operation and Maintenance manuals (to be provided upon Final Completion) for equipment installed as part of this Contract, as well as all additional equipment that will continue to operate in Customer facilities.

Schedule 1-A-6. Facility Maintenance Checklist . WES will provide Customer with a complete facility maintenance checklist prior to the Acceptance of Final Completion.

Schedule 1-A-7. Customer Information Technology Responsibilities. (a) Customer is responsible for providing a working WAN infrastructure connecting multiple buildings and configuring it for connecting new internet -based building control system, accessible via standard web-browser from inside and outside the Customer’s network. (b) Customer is responsible for providing network connection(s) (cables and switches), open ports and IP addresses for connection of building control system’s web server to Customer’s network for internet accessibility.
(c) Customer will engage their IT representative familiar with the Customer’s network to work with WES and its subcontractors to establish IP addresses and communications to assure proper operation of the building control system with the Customer’s wide area network.

Schedule 1-A-8. Differing Site Conditions. The conditions at the site are the responsibility of the Customer regardless of whether or not they could be identified by an investigation or exploration conducted according to the professional standard of care. A “Differing Site Condition ” is a subsurface, hidden, latent, or physical condition at a Project site/building not revealed by the site exploration, site investigation, or other information provided by the Customer and which cannot be reasonably anticipated.

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comprehensive investigation, according to the professional standard of care , may not detect all subsurface or site/building conditions. WES will not be liable for site/building conditions that could not be identified by such an investigation or exploration. Accordingly, the Customer agrees to indemnify, including all costs and fees, and hold WES harmless from all claims for Differing Site Conditions.

Schedule 1-A-9. Hazardous Substances.
(a) WES contemplates that it will not encounter any Hazardous Substances at the Premises, except as has been disclosed as a pre -existing condition by Customer prior to the Amendment Date .

However, any disclosure of Hazardous Substances that will affect the performance of the Work after the Amendment Date will constitute a valid basis for a Change Order. (b) “Hazardous Substances” means (i) any hazardous, toxic, or dangerous wastes, substances, chemicals, constituents, contaminants, pollutants, and materials and any other carcinogenic, liquids, corrosive, ignitable, radioactive, reactive, toxic, or otherwise hazardous substances o r mixtures (whether solids, liquids, gases) now or at any time subject to regulation, control, remediation, or otherwise addressed under Applicable Laws; (ii) any “hazardous substance” as defined by the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.), as amended, and regulations promulgated thereunder; (iii) any “hazardous, toxic or dangerous waste, substance or material” specifically defined as such in 42 U.S.C. §9601 et seq., as amended and regulations promul gated thereunder; and (iv) any hazardous, toxic or dangerous waste, substance, or material as defined in any so-called “superfund” or “superlien” law.

Schedule 1-A-10. Training Requirements. WES will provide [●] hours of dedicated training prior to Final Completion to ensure proper understanding of installed systems. Additional training will be provided at no additional cost until Final Completion as deemed necessary by Customer and WES.

Schedule 1-A-11. Trenching. Pursuant to California Labor Code §6705, if the Work is a public work involving an estimated expenditure in excess of $25,000 and includes the excavation of any trench or trenches five (5) feet or more in depth, WES will, in advance of excavation, submit to Customer and/or a registered civil or structural engineer, employed by Customer, to whom authority to accept has been delegated, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches, which provisions will be no less effective than the current and applicable CAL-OSHA Construction Safety Orders. No excavation of such trench or trenches may be commenced until th is detailed plan has been accepted by Customer or by the person to whom authority to accept has been delegated by Customer.

Pursuant to California Labor Code §6705, nothing in this Schedule 1-A-11 imposes tort liability on Customer or any of its employees.

Schedule 1-A-12. Subsurface Conditions. Pursuant to California Public Contract Code §7104, if the Work is a public work involving digging trenches or other excavations that extend deeper than four (4) feet below the surface of the ground:
(a) WES will promptly, and before the following conditions are disturbed, notify Customer, in writing, of any:
(1) Material that WES believes may be material that is hazardous waste, as defined in California Health and Safety Code §25117, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to WES before the Amendment Date; (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract.
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(b) Customer will promptly investigate the conditions and, if it finds that the conditions do materially so differ or do involve hazardous waste, and cause a decrease or increase in WES’s cost of, or the time required for, performance of any part of the Work w ill issue a Change Order under the procedures described in this Contract.
(c) If a dispute arises between Customer and WES, whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in WES’s cost of, or time required for, performance of any part of the Work, WES will not be excused from any scheduled completion date provided for by this Contract but will proceed with all Work to be performed under this Contract. WES will retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

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SCHEDULE 1-B

CERTIFICATE OF SUBSTANTIAL COMPLETION
Project Project Number:

From: WES To (Customer): City of Orange, a municipal corporation [WES Address] 300 E. Chapman Ave.
[WES Address] Orange, CA 92866

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

Scope of Work A {Identify the Work, or portion thereof per the schedule of values, that is Substantially Complete}
The Work performed under this Contract has been reviewed and found, to the best of the Customer ’s knowledge, information, and belief, to be Substantially Complete. Substantial Completion is the stage in the progress of the Work when the Work or designated portion is sufficiently complete in accordance with the ESPC Documents so that the Customer can occupy or utilize the work for its intended use. The date o f Substantial Completion of the Work or portion designated above is the date of issuance established by this Certificate, which is also the date of commencement of applicable warranties required by the ESPC Documents, except as stated below:
{Identify warranties that do not commence on the date of Substantial Completion, if any, and indicate their date of commencement}
Warranty Date of
Commencement
Equipment A, if any

CUSTOMER’S

REPRESENTATIVE
BY (Signature) DATE OF ISSUANCE
A list of items to be completed or corrected is attached hereto. The failure to include any items on such a list does not alter the responsibility of WES to complete all Work in accordance with the ESPC Documents.

Unless otherwise agreed to in writing, the date of commencement of warranties for items on the attached list will be the date of issuance of the final Certificate of Payment or the date of final payment. 331
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The estimated cost of work that is incomplete or
defective:
$ 0.00
WES will complete or correct the Work on the list of items attached hereto within [___] days from the above date of Substantial Completion:

WES BY (Signature) DATE
The Customer accepts the Work or designated portion as Substantially Complete and will assume full possession thereof on the above date of Substantial Completion. Customer assumes responsibility for security, maintenance, heat, utilities, damage to the Work and insurance.

CUSTOMER BY (Signature) DATE

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SCHEDULE 1-C
CERTIFICATE OF ACCEPTANCE – FINAL COMPLETION
Scope of Work A {Identify the Work, or portion thereof per the schedule of values, that is Finally Complete} This is to certify that a final inspection of the Scope of Work identified above has been conducted jointly by WES and City of Orange , and that the Parties have determined that such Scope of Work has been fully completed in accordance with the ESPC Documents. All guarantees and warranties that have not commenced previously will commence as of the date of completion below.

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

WES CUSTOMER

Signed Signed
Name Name Daniel R. Slater
Title Title Mayor

ATTEST:

Pamela Coleman, City Clerk

APPROVED AS TO FORM:

Nathalie Adourian, City Attorney √

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EXHIBIT 2
FORM OF ENERGY AND WATER SAVINGS GUARANTEE1
{NOTE: this schedule is added by the Energy Savings Guarantee. Retain the paragraph immediately below at the time originally issuing this Contract (when entering into the IGA). All other content to be defined at the time of the Energy Savings Guarantee}
[This Schedule is added as part of the Energy Savings Guarantee] Exhibit 2-1. GUARANTEE PHASE CONTRACT SUM
(a) Customer will pay WES annual payments for Guarantee Phase services for the corresponding Scope of Work in the amounts listed below, subject to Schedule B and any other applicable terms of this Energy [and Water] Savings Guarantee:

Year One: $0.00 (included in Construction Phase Contract Sum) Year Two: $XX,XXX
Year Three: Year two price modified by the change, up or down, in CPI since the beginning of the year two agreement.

Year Four and Beyond: Prior year modified by the last 12 months change, up or down, in CPI.
(b) Customer may cancel the applicable Guarantee Phase services on any anniversary of the commencement of such Guarantee Services, or at the end of Customer ’s fiscal year. If Customer cancels these services, WES reserves the right to cancel the corresponding Energy [and Water] Savings Guarantee as outlined in this Exhibit 2.

Exhibit 2-2. CUSTOMER’S COMPLIANCE WITH FACILITIES MAINTENANCE CHECKLIST (a) The Parties acknowledge and agree that WES has entered into this Contract in reliance upon the prospect of earning compensation, as set forth on Exhibit B and Exhibit 2-1. (b) The Parties further acknowledge and agree that any guaranteed energy [and water] savings would not likely be obtained unless certain procedures and methods of operation designed for energy [and water] savings conservation will be implemented and followed by Customer on a regular and continuous basis.
(c) Customer agrees that it will adhere to, follow and implement the energy [and water] conservation procedures and methods of operation to be set forth in Schedule 1-A-5. (d) Customer agrees that WES will have the right once a month, with prior notice, to inspect the Premises to determine if Customer is complying, and has complied, with its obligations as set forth above in Exhibit 2-2(c). For the purpose of determining Customer ’s compliance, the checklist to be set forth on Schedule 1-A-6, as completed and recorded by WES during its monthly inspections, will be used to measure and record Customer’s compliance. Customer will make the Premises available to WES for and during each monthly inspection and will have the right to witness each inspection and the recordations on the checklist.

1 NTD: Use only for savings guarantees for a building or facility. For water meter infrastructure guarantees, use Exhibit 3.
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Exhibit 2-3. UPGRADING OR ALTERING CUSTOMER’S EQUIPMENT (a) Subject to Customer ’s prior written approval, which shall not be unreasonably withheld, WES will at all times have the right (but not the obligation) to change the Equipment, revise any procedures for the operation of the Equipment or implement other energy [and water] saving actions for the Premises, provided that:
(1) WES complies with the standards of comfort and services set forth in Schedule 1- A-3;
(2) such modifications or additions to, or replacement of, the Equipment, and any operational changes or new procedures, are necessary to enable WES to achieve the energy [and water] savings for the Premises; and
(3) any cost incurred relative to such modifications, additions or replacement of the Equipment, or operational changes or new procedures will be the responsibility of WES. (b) All modifications, additions or replacements of the Equipment or revisions to operating or other procedures will be described in a supplemental Schedule(s) to be provided to the Customer for approval, which shall not be unreasonably withheld, provided that any replacement of the Equipment will be new and have equal or better potential to reduce energy [and water] consumption for the Premises than the Equipment being replaced. WES will update any and all software to be used in connection with the Equipment i n accordance with the provisions of Section 10.1 . All replacements of and alterations or additions to the Equipment will become part of the Equipment described in the Scope of Work and will be covered by the provisions and terms of Exhibit 1-9.

Exhibit 2-4. MATERIAL CHANGES
(a) Material Changes Defined. A Material Change will include any change in or to the Premises, whether structural, operational or otherwise in nature which reasonably could be expected, in the reasonable judgment of WES, to increase or decrease annual energy [and water] consumption in accordance with the provisions and procedures set forth in Schedule 2 -B, by at least 0.5% after adjustments for climatic variations. Actions by the Customer which may result in Material Change include but are not limited to the following:
(1) manner of use of Premises by the Customer; or
(2) hours of operation for the Premises or for any equipment or energy-[ and water- ]using systems operating at the Premises; or
(3) permanent changes in the comfort and service parameters set forth in Schedule 1- A-3; or
(4) occupancy of the Premises; or
(5) structure of the Premises; or
(6) types and quantity of equipment used at the Premises; or (7) modification, renovation or construction at the Premises; or (8) the Customer’s failure to provide maintenance of or repairs to the Equipment in accordance with Schedule 1-A-5; or
(9) any other conditions, other than climate, affecting energy [and water] use at the Premises.
(b) Reported Material Changes; Notice by Customer. The Customer will use its best efforts to deliver to WES a written notice describing all actual or proposed Material Changes in the Premises or in the 335
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operation of the Premises at least thirty (30) days before any actual or proposed Material Change is implemented or as soon as is practicable after an emergency or unplanned event. Notice to WES of Material Changes caused by a bona fide emergency or other situation which precludes advance notification will be deemed sufficient if given by the Customer within thirty (30) hours after having actual knowledge that the event constituting the Material Change occurred or was discovered by the Customer to have occurred. (c) Unreported Material Change. In the absence of any Material Changes in the Premises or in their operations, the baseline energy [and water] consumption as set forth in Schedule 2-A should not change more than two percent (2%) during any month from the projected energy [and water] use for that month, after adjustments for changes in climate conditions. Therefore, if energy [and water] consumption for any month as set forth in Schedule 2-A deviates by more than two percent (2%) from the energy [and water] consumption of the same month of the preceding year after adjustments for changes to climatic conditions, then such deviation will be timely reviewed by WES to ascertain the cause of deviation. WES will report its findings to the Customer in a timely manner and WES will determine what, if any, adjustments to the baseline will be made in accordance with the provisions set forth in Schedule 2-B.

Exhibit 2-5. GUARANTEED ENERGY [AND WATER] SAVINGS
(a) WES guarantees that Customer will save [●] kWh, [●] therms, and [●] gallons of water annually during a [●]-year Guarantee Term {for projects without PV installations - delete if PV scope is included}.
(b) WES guarantees that Customer will save or produce [●] kWh, [●] therms, and [●] gallons of water in Year 1. The PV generation is expected to degrade by 2.0% in the first year of operation, and then

0.5% per year after that. The total guaranteed savings/production accounting for this degradation are shown below:

Insert annual savings table from DER tool here
{for projects without PV installations – delete if PV isn’t included} {Use this section if Option A savings is to be used}
(1) International Performance Measurement and Verification Protocol Option A – Partially Measured Retrofit Isolation will be utilized to verify Energy [and Water] Savings of [●] kWh within the facilities. Energy [and water] consumption in Customer’s Premises following the completion of the Scope of Work will be compared to baseline energy [and water] consumption in Customer’s Premises as described in Schedule 2-B.
{End of selection}
{Use this section if Option B savings is to be used}
(2) International Performance Measurement and Verification Protocol Option B – Fully Measured Retrofit Isolation will be utilized to verify annual electric production of [●] kWh from the Solar PV measure following the completion of the Scope of Work in Year 1. This guarantee comprises 95% of the total estimated generation from the PV measure, as well as a 2.0% degradation rate for the module’s first year. The guaranteed savings for subsequent years will be derated by 0.5% annually to account for normal degradation of the PV system. Post installation energy consumption will be compared to baseline energy consumption as described in Schedule 2-B. Guaranteed solar PV production is shown in the following table:

Insert Solar Production Table here:
{End of selection}

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{Use this section if Option C savings is to be used}
(3) International Performance Measurement and Verification Protocol Option C – Whole Facility will be utilized to verify annual savings of $[●]. Energy [and water] consumption in Customer’s Premises following the completion of the Scope of Work will be compared to baseline energy [and water] consumption in Customer’s Premises as described in Schedule 2-B. {End of selection}
{Use this section if Option D savings is to be used}
(4) International Performance Measurement and Verification Protocol Option D – Calibrated Simulation will be utilized to verify annual savings of $[●]. Modeled energy [and water] consumption in Customer’s Premises following the completion of the Scope of Work and during the baseline period will be compared using a calibrated energy [and water] savings model taking into account, among other things, building parameters, including building geometry, envelope, HVAC systems as described in Schedule 2-B.
{End of selection}
(5) Customer and WES agree that an additional energy [and water] savings of $[●] annually is achieved as guaranteed at [specific facility name if used] . No further tracking or monitoring of this savings will take place.
(6) Customer and WES agree that annual maintenance savings of $[●] is achieved as guaranteed. No further tracking or monitoring of this savings will take place Exhibit 2-6. Savings Reporting and Reconciliation. No more than eighteen (18) months following Final Completion, WES will provide to Customer a savings report identifying the Actual energy [and water ] savings achieved during the installation period as well as a period of twelve (12) consecutive months during this period following Final Completion. The total Actual energy [and water] savings and Energy [and Water] Savings Guarantee are defined as:
(a) Actual Energy [or Water] Savings = Construction Period Savings + Performance Period Savings x Guarantee Term
Where: Performance Period savings is savings from a period of twelve (12) consecutive months during the period following Final Completion
(b) Energy [or Water] Savings Guarantee = Annual Guarantee Amount x Guarantee Term {Use this section if shared savings is not to be used}
(c) In the event that the Actual Energy [or Water] Savings is in excess of the energy [and water] Savings Guarantee, the energy [and water] Savings Guarantee will be deemed satisfied. No further tracking will be conducted by WES, nor will any additional services be performed. {End of selection}
{Use this section if shared savings is to be used}
(d) In the event that the Actual energy [and water] savings is in excess of the energy [and water] Savings Guarantee, WES will have the following options:
(1) The energy [and water] Savings Guarantee will be deemed satisfied. No further tracking will be conducted by WES, nor will any additional services be performed. (2) In the event that the Actual energy [and water] Savings is in excess of the Projected Savings amount of $[●], Customer will pay WES [●] percent ( [●]%) of the full amount of the 337
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difference between the Actual energy [and water] savings and the Projected Savings for the 12 - month guarantee period, as described in Schedule 2-B. In addition, WES will, at its discretion, either:
(A) Continue to track savings for the twelve ( 12) months immediately following the previous 12 -month guarantee period. In this case, at this 12 -month period’s conclusion, WES will have the options described in Exhibit 2-6(d)(1) or Exhibit 2-6(d)(2) above; or
(B) Discontinue tracking of the energy and water savings. In this case, the Energy [and Water] Savings Guarantee will be deemed satisfied and no additional services will be provided.
{End of selection}
(e) In the event that Actual energy [and water] savings falls short of the Energy [and Water] Savings Guarantee, WES will reimburse Customer for the full amount of the difference between the Actual Energy [and Water] and the Energy [and Water] Savings Guarantee, as described in Schedule 2-B, for the consecutive 12-month period identified. In addition, WES will, at its discretion, perform one of the following actions:
(1) Reimburse Customer for all remaining 12 -month periods remaining in the Guarantee Term. The reimbursement for the remaining 12 -month periods in the Guarantee Term will use an annual five percent (5%) discount rate to account for the present value of the funds being reimbursed.
(2) Continue to track savings for the 12 months immediately following the previous 12- month guarantee period. At the conclusion of this 12-month term Guarantee Term, WES will provide to Customer a savings report identifying the Actual Energy [and Water] Savings achieved during the Term.
(A) In the event that the most recent Actual Energy [and Water] Savings is in excess of the Energy [and Water ] Savings Guarante e, the Energy [and Water ] Savings Guarantee will be deemed satisfied. No further tracking will be conducted by WES, nor will any additional services be performed.
(B) In the event that additional savings above guarantee are achieved in any year during the guarantee period, these savings can be used to offset shortfalls in savings in other years. If WES has written a savings shortfall check to the C ustomer, and later Total Dollar Savings exceed the annual guarantee amount, C ustomer will reimburse WES up to the amount of WES’s shortfall check, to the extent that the shortfall is made up by savings in excess of the guarantee.
(C) In the event that the most recent Actual Energy [and Water] Savings falls short of the Energy [and Water] Savings Guarantee, WES will reimburse Customer for the full amount of the difference between the Actual Energy [and Water] and the Energy [and Water] Savings Guarantee for the consecutive 12-month period identified. In addition, WES will, at its discretion, perform one of the actions described in Exhibit 2-6(e)(1) or Exhibit 2- 6(e)(2) above.

Exhibit 2-7. Utility Rates Used to Calculate Savings . The utility rates listed in the table below will be used to determine:
(a) The amount of dollar savings achieved each year for purposes of measuring the program ’s performance relative to the Energy [and Water] Savings Guarantee and (b) The dollar amount that WES will compensate the Customer in the event that there is an Energy [and Water] shortfall
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Table 1 - Utility Rates used for determining Actual Energy [and Water] Program Year Electric Rate Natural Gas [Water]
0 $[●] / kWh (all months)
$[●] / billed kW
$[●] / Therm
[$[●] / kGal]
Future Years Year zero rate adjusted for current year ’s CPI or future year ’s actual rate, whichever is greater.

Notes:

Exhibit 2-8. Requirements of Customer: To facilitate successful achievement of the Energy [and Water] Savings Guarantee, Customer agrees to:
(a) Provide utility data for the meters listed in Schedule 2-A to WES within thirty (30) days of receiving such information from utility providers. Failure to provide data within this timeframe will void the Energy [and Water] Savings Guarantee.
(b) Provide WES access to all buildings covered under the Guarantee; all temperature control and energy management systems which control part or all of the buildings covered under the Guarantee; personnel with responsibility for operating and/or managing any of the above buildings; and construction documents, equipment inventories, and other documents that may be helpful in evaluating a cause for adjustment.
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SCHEDULE 2-A

BASELINE ENERGY AND WATER CONSUMPTION
{NOTE: this schedule is added by the Energy Savings Guarantee. Retain the paragraph immediately below at the time originally issuing this contract (when entering into the IGA). All other content to be defined at the time of the Energy Savings Guarantee}
[This Schedule is added as part of the Energy Savings Guarantee] An accurate measurement of Baseline is necessary to facilitate accurate measurement and verification of the Energy and Water Savings Guarante e. Baseline conditions generally include physical, operational, and energy and water use data on the facility and systems. This Schedule identifies baseline performance and operating factors that influence energy and water consumption , and how their values will be determined through observations and measurements. The Schedule also demonstrates the calculated Baseline f or the Customer’s Premises. This Baseline will be used to determine whether Actual Energy and Water exceeds or falls short of the Energy and Water Savings Guarantee.
{Use this section if Option A is to be used}
Schedule 2-A-1. Lighting Retrofits: Retrofit existing fluorescent, incandescent, and HID lighting fixtures with more efficient LED lamps and fixtures. Savings will result from reduced fixture power consumption. Operating hours are not affected by this ECM. (a) M&V Option: IPMVP Option A – Partially Measured Retroﬁt Isolation (b) Applicable Interior Lighting ECMs . The following facilities will utilize this M&V methodology for the purposes of measuring interior lighting energy savings. (c) Applicable Outdoor Lighting ECMs . The following facilities will utilize this M&V methodology for the purposes of measuring outdoor lighting energy savings. (d) Definition of Baseline . The baseline is that set of parameters that describes the lighting energy and power during the baseline year for the lighting fixtures being retrofitted and/or replaced. (e) Energy Baseline Development. During the IGA Phase, which took place during [●], a series of comprehensive lighting audits were completed. Room-by-room inventories of fixture counts, types, and circuits were made. These inventories of all existing lighting equipment are provided in the Lighting Inventory & Savings document located in the appendix. In all cases, burned out fixtures and lamps are noted in the room-by-room inventory. During the survey, [●]% of fixtures had one or more burned out lamps or ballasts. This was accounted for in the baseline and in the savings calculations by not accounting for energy use for these burned out lamps. Additional measurements will be performed during construction prior to installing new lighting systems. The data includes:
(1) Lamp types
(2) Light levels (foot candles) measured at desk height in the approximate center of the space, where measurement was feasible (appendix)
(3) Sampling of electricity demand (kW) spot measurements for each electrically significant fixture configuration in accordance with the IPMVP M&V Guidelines to provide 80% confidence and 20% precision (Appendix)
(4) Burn hours based on building operating hours and space types (Appendix) (5) Areas where upgrades were not needed (Appendix)
(6) Areas that were grossly over-lit or under-lit (Appendix) 340
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(f) Baseline Energy consumption. Samples of the most common ﬁxture types will be measured to determine the ﬁxture power consumption under actual operating conditions. (1) Fixture Energy consumption:

LCB = ∑ Pre-Retrofit System Consumption
Where,
∑ Pre -Retrofit System Consumption = ∑ (Measured Fixture Watts x Annual Operating Hours)
LCB = Lighting Baseline Electrical Consumption (Lighting specific, Includes interior and exterior lighting)
(2) Fixture Power Demand:

LDB = ∑ Pre-Retrofit System Power x 12 months
Where,
∑ Pre-Retrofit System Power = ∑ (Measured Fixture Watts x Diversity Factor) LDB = Annual Lighting Baseline Electrical Demand (Lighting specific, Includes interior and exterior lighting)
Diversity Factor = Percentage of time the fixtures are on when the peak demand is set (stipulated)
(3) Air Conditioning Consumption: Electrical consumption associated with the cooling load generated from lighting.

𝐴𝐶𝐵 (𝑘𝑊ℎ) = 𝐿𝐶𝐵
𝐶𝑂𝑃
Where,
ACB = Baseline air conditioning electrical consumption associated with lighting COP = Coefficient of Performance of the cooling system (assumed) (4) Air Conditioning Demand: Electrical demand associated with the cooling load generated from lighting.

𝐴𝐷𝐵 (𝑘𝑊) = 𝐿𝐷𝐵 × 𝑁𝑜. 𝐶𝑜𝑜𝑙𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠
12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 𝐶𝑂𝑃

Where,
ADB = Annual baseline air conditioning electrical demand associated with lighting COP = Coefficient of Performance of the cooling system (assumed) (5) Heating Fuel Baseline: Heating fuel consumption offset by the heat contributed to the space from lighting.

𝐻𝐶𝐵 (𝑡ℎ𝑒𝑟𝑚𝑠) = 𝐿𝐶𝐵 × 𝑁𝑜. 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠 × 3412 𝐵𝑡𝑢/𝑘𝑊ℎ 12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 100,000 𝐵𝑡𝑢
𝑇ℎ𝑒𝑟𝑚 × 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝐸𝑓𝑓𝑖𝑐𝑖𝑒𝑛𝑐𝑦

Where,
HCB = Baseline lighting contribution space heat that offsets heating system load 341
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Heating Efficiency = Efficiency of the heating system (assumed) (6) Stipulated Variables.
(A) Annual Operating Hours – Run hours for light fixtures will not be measured; operating hours are based on typical hours of occupancy for each space type. See next section for details.
(B) Demand Factor – Demand Factor is stipulated based on typical probabilities that a given room type will be illuminated when the building’s peak demand is set for each month.
(C) Coefficient of Performance of the cooling system – Published efficiency data is used for cooling systems in each building. Impact of this variable does not justify the cost to measure.
(D) Heating System Efficiency – Published efficiency data is used for heating systems in each building. Impact of this variable does not justify the cost to measure (E) Run hours for light ﬁxtures will not be measured; operating hours are based on typical hours of occupancy for each space type.
(g) Baseline Measurements and Sample Sizes . Baseline power (Watt) measurements will be performed during the Construction and Installation Period prior to modifying, retrofitting or replacing the lighting systems being measured. Quantities and locations of measurements will be determined utilizing the IPMVP Guidelines for Partially Measured Retrofit Isolation. Sample sizes will meet a confidence of at least 80% and a precision of 20%.

Schedule 2-A-2. Plumbing Retrofits: Retrofit and replace existing water closets, urinals, faucet moderators, showerheads, xxxxxxx and xxxxxxx with low flow fixtures. Savings will result from reduced water consumption.
(a) M&V Option: IPMVP Option A – Partially Measured Retrofit Isolation Definition of Baseline
(b) Definition of Baseline: The baseline is that set of parameters that describes the water consumed during the baseline year by the plumbing fixtures being retrofitted and/or replaced. (c) Water Baseline Development: During the IGA Phase, which took place during [●], a series of comprehensive plumbing fixture audits were completed. Room-by-room inventories of fixture counts and types were made. These inventories of all existing plumbing fixtures are provided in the Plumbing Fixture Inventory & Savings document located in the appendix.
(d) Fixture Water Consumption: Samples of the most common fixture types will be measured to determine the fixture water consumption under actual operating conditions.

WB = ∑ Pre-Retrofit System Consumption
Where,
∑ Pre -Retrofit System Consumption = ∑(Measured Fixture Consumption x Annual Utilization)
WB = Baseline Water Consumption (Plumbing Fixture specific, Includes fixtures proposed to be retrofitted or replaced)
(e) Stipulated Variables; Annual Utilization. Usage frequency for water closets and urinals and use frequency and per-use duration for faucets and showerheads will not be measured; utilization is based on typical values for each building function and use.
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(f) Baseline Measurements and Sample Sizes. Baseline measurements of fixture consumption that includes flush volume for water closets and urinals and flow rates for fa ucets and showerheads will be performed during the Construction and Installation Period prior to modifying, retrofitting or replacing the plumbing fixtures being measured. Quantities and locations of measurements will be determined utilizing the IPMVP Guidelines for Partially Measured Retrofit Isolation. Sample sizes will meet a confidence of at least 80% and a precision of 20%.
{End of Selection}
{Use this section if Option B is to be used}
Schedule 2-A-3. Solar PV: Install Solar PV at one site. (a) M&V Option: IPMVP Option B – Fully Measured Retroﬁt Isolation (b) Applicable Locations. The following facilities will utilize this M&V methodology for the purposes of measuring PV generation.
(1) Building 1
(2) Building 2
(3) Building 3
(c) Definition of Baseline . The baseline is that set of parameters that describes the PV generation during the baseline year.

Energy and Water Baseline Development. The baseline consumption of any new PV installation is defined as the energy performance of the facility prior to the installation of this ECM. Sites with no prior PV installations have a baseline of zero production.
{End of Selection}
{Use this section if Option C savings is to be used}
Schedule 2-A-4. Facility-Wide Energy and Water Improvements. Energy [and Water] savings for all energy conservation measures, and their interactive effects, in the buildings listed below will be measured at the buildings ’ main [water,] electric and gas meters ( “Guarantee Meters”). These Guarantee Meters account for all energy [and water] use of these facilities.

Table 2 – Buildings Covered by Guarantee Meters
Building Area Comments

(a) M&V Option: IPMVP Option C – Whole Facility Measurement. Option C was selected because multiple energy and water conservation measures (ECMs or WCMs) are included in the Project, and may have interactive effects.
(b) Definition of Baseline.
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(1) The baseline is that set of parameters that describes both the energy [and water] consumed in the Baseline Year and the conditions that caused that consumption to occur. This set of parameters includes utility consumption, facility use information, weather data and other information as may be necessary to describe the base year conditions. Customer agrees to accept modifications to this baseline, as outlined in Schedule 2-B, that are necessary to account for changes in the facilities and their use which may have occurred prior to the execution of this Contract but come to the attention of WES after the execution of this Contract or, (2) The Baseline Year is the time period of time that establishes the pre -retrofit conditions used as the point of reference for determining guaranteed savings. The guarantee period is any one or more billing periods during the term of the guarantee during which guaranteed savings are measured.
(c) Energy [and Water] Baseline Development: A detailed energy , water and facility survey was performed for each building during [●]. Baseline parameters, including utility consumption, facility use information, equipment inventory and weather data were obtained. Baseline parameters related to utilities and building operation are outlined below. Inventories of all existing energy and water consuming equipment are provided in the Energy-Consuming Equipment Inventory document located in the appendix. (1) Guarantee Meters: The following meters will be used to measure actual energy [and water] consumption for both the Baseline Year and guarantee periods:

Meter Name
Meter
Number
Account
Number Utility Co. Rate Units

* Note:
(2) Baseline Period: The baseline period is any consecutive 12-month period within the 24-month period immediately preceding the Construction Period. This period will be selected by WES and presented to the Customer with the first savings report or within 180 days of Final Completion, whichever comes first.
(3) Weather Source: Data used for weather conditions will be Daily High -Low Temperatures obtained from the National Weather Service Station at [●]. In the event the specified weather station is de-activated, weather data will be collected from the nearest weather station with suitable observations. If the data source becomes unavailable or a superior source is identified, WES may select an alternative data source with Customer’s approval. (d) Baseline Building Operation: The following provides documentation of the use and operational parameters of each building during the Baseline Year. These descriptions are intended to provide a basic description of some, not all, of the conditions that caused that Baseline Consumption t o occur.

Material Changes in these conditions, along with others, can be used as causes for adjustment to the baseline as described in Schedule 2-B.
(1) Annual Calendar
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Building Week Days Saturdays Sundays Holidays/
Exceptions

Annual Day Definitions:

Weekday: Monday through Friday except Holidays
Saturdays: Saturdays except Holidays
Sundays: Sundays except Holidays
Exceptions/Holidays: Martin Luther King, Jr. Day, President ’s Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving, Day After Thanksgiving, Christmas, New Year ’s Day, or other day scheduled closed

(2) Occupancy Schedules for each building
Building/Space Types Work Day Saturday Sunday Holiday

(3) Energy and Water Consuming Equipment Use: HVAC systems generally come on one hour before the space served is occupied. The equipment is scheduled off at the end of the occupied period. Other energy consuming equipment follow occupancy schedules. (e) Baseline Energy and Water Consumption (or Demand):
(1) Baseline Energy and Water Consumption = ∑ Tracked Utility Meters ’ Consumption ± Baseline Adjustments
(f) Basis for Adjustment: Savings are to be reported as “cost avoidance,” under reporting period conditions. Baseline period energy and water will be adjusted to reporting period conditions, using the following IPMVP equation:
(1) Baseline Adjustment = ∑ ± Routine Adjustment to reporting period conditions ± Non-Routine Adjustments to reporting-period conditions
Where:

Routine Adjustments include, but are not limited to, weather and billing period length Non-Routine Adjustments include changes in key conditions from the baseline period to the reporting period, including, but no t limited to, occupancy; hours of operation; changes to building function and use; changes to operation, capacity or quantity of equipment or systems within the facility; and additions to the building. 345
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(g) Baseline Measurements: Monthly utility consumption and demand will be obtained from the utility bills for the Guarantee Meters.
{End of Selection}
{Use this section if Option D savings is to be used}
Schedule 2-A-5. Facility-Wide Energy and Water Improvements: Energy [and Water] savings for all ECMs and WCMs , and their interactive effects in the buildings listed below , will be determined using calibrated computer simulation models. Computer simulation is a powerful tool that allows an experienced user to model the building and mechanical systems in order to predict building energy [and water] use both before and after the installation of energy conservation measures.

Table 3 - Buildings Utilizing Calibrated Simulation Models Building Area Comments

(a) M&V Option: IPMVP Option D – Calibrated Simulation. Option D was selected because multiple energy and water conservation measures (ECMs and WCMs) are included in the Project, and may have interactive effects.
(b) Simulation Program: The software that will be utilized to develop a calibrated simulation of the Customer’s Premises during the baseline as well as simulating the effect of the Energy Conservation Opportunities (ECMs) implemented by WES will be eQUEST (Quick Energy Simulation Tool), a Department of Energy (DOE) supported program common in the industry. (c) Definition of Baseline:
(1) The baseline is that set of modeled parameters that describes both the energy consumed in the Baseline Year and the conditions that caused that consumption to occur. This set of parameters includes building physical and thermal properties, energy consuming equipment and system parameters, space temperature setpoints and schedules, facility use and occupancy schedules, and other information as may be necessary to simulate base year conditions. (2) The Baseline Year is the time period of time that establishes the pre -retrofit conditions used as the point of reference for determining guaranteed savings. The guarantee period is any one or more billing periods during the term of the guarantee during which guaranteed savings are measured.
(d) Energy [and Water] Baseline Development:
(1) A detailed energy and facility survey was performed for each building during [●].

Baseline parameters, including physical properties of the facility, equipment and system types and efficiencies, and control sequences were obtained and will be used to construct a computer energy simulation. This model, using actual weather data, will b e calibrated to match actual utility usage during the baseline period. Once calibrated, the model will be run with TMY3 (Typical Meteorological Year) weather data to reflect an average year ’s weather. The month -by-month energy and water use and demand outp ut of this model will be used for the Baseline Energy and water consumption for the purposes of calculating Energy and Water . Some of the baseline parameters that will be used in the model are outlined below. 346
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(A) Calibration Meters: The following meters will be used to calibrate the baseline model.

Building & Meter Meter
Number
Account
Number
Utility Co. Rate Units

(B) Baseline Period: The baseline period is any consecutive 12 -month period within the 24-month period immediately preceding the Construction Period. This period will be selected by WES and presented to the Customer with the savings report. (C) Baseline Weather: Baseline weather data is input into the Calibrated Baseline Energy and Water Model for the purpose of comparing the model ’s resulting baseline energy and water consumption with actual utility bills. TMY3 (Typical Meteorological Year) weather data is then used in the model to arrive at a baseline energy and water consumption that reflects and typical year’s weather. (D) Baseline Building Operation: The following provides documentation of the use and operational parameters of each building during the Baseline Year. These descriptions are intended to provide a basic description of some, not all, of the conditions that caused that Baseline Consumption to occur.
(i) Annual Calendar
Week Days Saturdays Sundays Holidays/
Exceptions

Annual Day Definitions:

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(iii) Energy and Water Consuming Equipment Use: HVAC systems generally come on one hour before the space served is occupied. The equipment is scheduled off at the end of the occupied period. Other energy and water consuming equipment follow occupancy schedules.
(E) Baseline Calibration: Calibration of the baseline is achieved by verifying that the simulation model reasonably predicts the energy [and water] use of the facility during the Baseline Period. This is performed by comparing model results that reflect the building(s) to a set of utility bills for the Baseline Period, including consumption and demand. Main steps in the simulation and calibration process are listed below:
(i) Baseline building parameters, including building geometry, envelope, HVAC systems, etc. are input and documented.
(ii) Parameters were gathered from facility walkthroughs, interviews with facilities staff and administration, and building blueprints. (iii) Initial simulation output is checked with standard indices for building performance to confirm model is reasonable.
(iv) Energy, water and demand results of the model are compared with baseline metered data, on a monthly basis.
(v) Input data is revised and additional simulations are performed until the simulation closely matches (less than 15% total deviation) the facility ’s baseline.
(vi) Once calibrated, the model will be run with TMY3 (Typical Meteorological Year) weather data to reflect an average year’s weather. (e) Baseline Energyand water consumption (or Demand): The month -by-month energy and water use and demand output of the Calibrated Baseline Model run with TMY3 weather. (f) Baseline Measurements: Monthly utility consumption and demand will be obtained from the utility bills for the utility meters used to calibrate the baseline energy[and water model.

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SCHEDULE 2-B

SAVINGS MEASUREMENT & CALCULATION FORMULAE

METHODOLOGY TO ADJUST BASELINE
{NOTE: this schedule is added by the Energy Savings Guarantee. Retain the paragraph immediately below at the time originally issuing this contract (when entering into the IGA). All other content to be defined at the time of the Energy Savings Guarantee}
[This Schedule is added as part of the Energy Savings Guarantee] {Use this section if Option A savings is to be used. Modify for appropriate system} Schedule 2-B-1. Savings Measurement (IPMVP Option A):
(a) International Performance Measurement and Verification Protocol Option A verification techniques measure savings at a system level where key performance factors (e.g., [plumbing fixture flow rate][lighting fixture power]) or operational factors (e.g., [plu mbing][lighting] fixture utilization) can be measured during the baseline and post -installation periods. Any factor not measured is estimated based on assumptions, analysis of historical data, or manufacturer’s data. (b) Quantities and locations of measurements will be determined utilizing the IPMVP Guidelines for Partially Measured Retrofit Isolation. Sample sizes will meet a confidence of at least 80% and a precision of 20%.
(1) Water Savings:

WS = WSB – WSP
Where:

WS = Water and Sewer Units Saved
WSB = Baseline Water and Sewer Consumption
WSP = Proposed Water and Sewer Consumption
For Plumbing fixtures:

WSP = WSPTM + WSPTF + WSPU + WSPF
Where:

WSPTM = OCC x WD x (1/3 x OPD) x GPFPT x (# of toilets) = Water and Sewer Proposed for Men’s Toilets
WSPTF = OCC x WD x OPD x GPFPT x (# of toilets) = Water and Sewer Proposed for Women’s Toilets
WSPU = OCC x WD x (2/3 x OPD) x GPFPU x (# of urinals) = Water and Sewer Proposed for Urinals
WSPF = OCC x WD x (1/6 x OPD) x GPMP x (# of faucets) = Water and Sewer Proposed for Faucets
OCC = Number of occupants – (stipulated values)
WD = Average annual days of use – (stipulated values)
OPD = Operations per day – (stipulated values)
GPFPT = Proposed gallons per flush per day for toilets (measured parameter) 349
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GPFPU = Proposed gallons per flush per day for urinals (measured parameter) GPMP = Proposed gallons per minute for faucets (measured parameter) WSB = WSBTM + WSBTF + WSBU + WSBF
Where:

WSBTM = OCC x WD x (1/3 x OPD) x GPFBT x (# of toilets) = Water and Sewer Baseline for Men’s Toilets
WSBTF = OCC x WD x OPD x GPFBT x (# of toilets) = Water and Sewer Baseline for Women’s Toilets
WSBU = OCC x WD x (2/3 x OPD) x GPFBU x (# of urinals) = Water and Sewer Baseline for Urinals
WSBF = OCC x WD x (1/6 x OPD) x GPMB x (# of faucets) = Water and Sewer Baseline for Faucets
OCC = Number of occupants – (stipulated values)
WD = Average annual days of use – (stipulated values)
OPD = Operations per day – (stipulated values)
GPFBT = Baseline gallons per flush per day for toilets (measured parameter) GPFBU = Baseline gallons per flush per day for urinals (measured parameter) GPMB = Baseline gallons per minute for faucets (measured parameter) (2) Energy and Water Calculations Based on Reduced Domestic Hot Water Consumption (if not located in a building served by a guaranteed gas meter):

Water and sewer units saved for faucets will be determined by the following equation:

WSF = WSBF - WSPF
Where:

WSF = Water and Sewer Units Saved for Faucets
WSBF = Baseline Water and Sewer Consumption for Faucets WSPF = Proposed Water and Sewer Consumption for Faucets Water units requiring heating will be determined by the following equation: WSFH = 0.3 × WSF
Energy units saved will be determined by the following equation:

E = WSFH × 8.34 × ΔT/ η
Where:

E = Energy Units Saved (Btu)
WSFH = Faucet Water Units Requiring Heating (gallons)

0.3 = Percentage of Faucet Water Requiring Heating

8.34 = Weight (lbs) of One Gallon of Water
ΔT = Temperature difference water heater is required to heat water (°F) 350
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η = Efficiency of Water Heater
(3) Lighting Energy Savings:

LCS(kWh) = LCB – LCP
Where,
LCB = Baseline lighting consumption (kWh)
LCP = Proposed lighting consumption (kWh)
LCB = FWB x OPHRS / 1,000
LCP = FWP x OPHRS /1,000
FWB = Baseline Fixture Watts (measured parameter)
FWP = Post-retrofit Fixture Watts (measured parameter)
OPHRS = Fixture Annual Operating Hours (stipulated values) (4) Lighting Demand Savings:

LDS(kW) = LDB - LDP
Where,
LDB = Baseline lighting demand (kW)
LDP = Proposed lighting demand (kW)
LDB = FWB / 1,000
LDP = FWP / 1,000
FWB = Baseline Fixture Watts (measured parameter)
FWP = Post-retrofit Fixture Watts (measured parameter)
(5) AC Consumption Savings
ACS(kWh) = ACB – ACP
Where,
ACB = Baseline air conditioning consumption associated with lighting (kWh) ACP = Proposed air conditioning consumption associated with lighting (kWh) 𝐴𝐶𝐵 (𝑘𝑊ℎ) = 𝐿𝐶𝐵
𝐶𝑂𝑃
𝐴𝐶𝑃 (𝑘𝑊ℎ) = 𝐿𝐶𝑃
𝐶𝑂𝑃
LCB = Baseline lighting consumption (kWh)
LCP = Proposed lighting consumption (kWh)
COP = Coefficient of Performance of the cooling system (assumed) (6) AC Demand Savings
ADS(kWh) = ADB – ADP
Where,
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ACB = Baseline air conditioning consumption associated with lighting (kWh) ACP = Proposed air conditioning consumption associated with lighting (kWh) 𝐴𝐷𝐵 (𝑘𝑊) = 𝐿𝐷𝐵 × 𝑁𝑜. 𝐶𝑜𝑜𝑙𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠
12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 𝐶𝑂𝑃

𝐴𝐷𝑃 (𝑘𝑊ℎ) = 𝐿𝐷𝑃 × 𝑁𝑜. 𝐶𝑜𝑜𝑙𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠
12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 𝐶𝑂𝑃

LDB = Baseline annual lighting demand (kW)
LDP = Proposed annual lighting demand (kW)
COP = Coefficient of Performance of the cooling system (assumed) (7) Heating Fuel Savings
HCS(kWh) = HCB – HCP
Where,
HCB = Baseline lighting contribution space heat that offsets heating system load HCP = Proposed lighting contribution space heat that offsets heating system load 𝐻𝐶𝐵 (𝑡ℎ𝑒𝑟𝑚𝑠) = 𝐿𝐶𝐵 × 𝑁𝑜. 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠 × 3412 𝐵𝑡𝑢/𝑘𝑊ℎ 12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 100,000 𝐵𝑡𝑢
𝑇ℎ𝑒𝑟𝑚 × 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝐸𝑓𝑓𝑖𝑐𝑖𝑒𝑛𝑐𝑦

𝐻𝐶𝑃 (𝑡ℎ𝑒𝑟𝑚𝑠) = 𝐿𝐶𝑃 × 𝑁𝑜. 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠 × 3412 𝐵𝑡𝑢/𝑘𝑊ℎ 12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 100,000 𝐵𝑡𝑢
𝑇ℎ𝑒𝑟𝑚 × 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝐸𝑓𝑓𝑖𝑐𝑖𝑒𝑛𝑐𝑦

LCB = Baseline lighting consumption (kWh)
LCP = Proposed lighting consumption (kWh)
Heating Efficiency = Efficiency of the heating system (assumed) {End of Selection}
{Use this section if Option B savings is to be used. Modify for appropriate system} Schedule 2-B-2. Savings Measurement (IPMVP Option B):
(a) International Performance Measurement and Verification Protocol Option B verification techniques measure savings at a system level where key performance factors load and hours of use are directly measured.
(b) Solar PV: The solar production will be tracked utilizing the system portal. Production data cost impacts will be analyzed using the outlined blended rate.

Schedule 2-B-3. Determination of Dollars Saved.
(a) Total Annual $ Savings = ∑ (Energy/Demand/Water Savings x Contractual Energy/Demand Rates)
Where:
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Contractual Energy Rates = Utility rates defined in Exhibit 2-5. {End of Selection}

{Use this section if Option C savings is to be used}
Schedule 2-B-4. Energy and Water Measurement (IPMVP Option C):
(a) International Performance Measurement and Verification Protocol Option C verification techniques measure savings by comparing the post -retrofit overall energy and water use in a building or facility with pre-retrofit Energy and Water Baselines.
(b) Energy and Water = Baseline Energy Usage (including any adjustments) – Guarantee Period Consumption
Where:

Guaranteed Period Consumption = ∑ Tracked Utility Meters Baseline Energy Usage = Historical energy and water consumption and demand, modified over time to account for changes to the facility, operation, and weather Guarantee Period Consumption = Post-retrofit energy and water consumption and demand from Customer utility meters
{End of Selection}
{Use this section if Option D savings is to be used}
Schedule 2-B-5. IPMVP Option D – Calibrated Simulation:
(a) International Performance Measurement and Verification Protocol Option D verification techniques measure savings by comparing the results of an energy model that reflect s baseline conditions and is calibrated to baseline utility use with a model that reflects the energy conservation measures being measured.
(b) Energy and Water = Calibrated Simulation Modeled Usage (adjusted to TMY3 weather) – Model Usage When Run with ECMs
Where:

Calibrated Simulation Modeled Usage = Modeled results of energy model that reflects baseline building that is calibrated to actual utility data during the baseline period. This calibrated model is then run with TMY3 weather data to represent an average year’s baseline energy and water use.

Model Usage When Run with ECMs – The results of the Calibrated Simulation Model when run with energy conservation measures (ECMs) that were implemented. This model is also run using TMY3 weather data to reflect an average year’s performance. {End of Selection}
Schedule 2-B-6. Determination of Dollars Saved.
(a) Total Annual $ Savings = ∑ (Energy/Demand/Water Savings x Contractual Energy/Demand Rates)
Where:

Contractual Energy Rates = Utility rates defined in [●]. 353
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Schedule 2-B-7. Causes for Adjustment to the Baseline.
(a) Implicit in this measurement option is the necessity of identifying and accounting for the effects of changes to the facilities and conditions during the measurement period that are beyond the scope of the measures installed. During the measurement and ver ification period, all variables must have their energy impact accounted for if the true savings from the energy conservation measure is to be assessed.

Following is a partial list of changes that will lead to adjusting the Baseline Energy and water consumption:
(1) building additions
(2) changes in operating hours
(3) remodeling projects
(4) changes in usage patterns
(5) equipment replacements
(b) In the event that any change is made to the Customer’s Premises that will impact energy and water consumption, Customer will notify WES in writing of such change within 30 days. WES will utilize existing building models used to calculate Baseline Energy and water consumption to update that Baseline Energy and water consumption and determine the impact that any such change will have on Actual Energy and Water and present Customer a written analysis of the effects of the changes. Changes that are long-term or permanent will be reflected in a change to the Baseline Energy and water consump tion. Temporary changes that affect energy and water use will be calculated and added to the corresponding month(s) Actual Energy and Water.
(c) Any changes made by WES to the Baseline Energy and water consumption or saving calculations will be presented to Customer for approval. Customer will have 30 days to protest recommended modifications in writing, after which time change will be considered accepted. If Customer protests any recommended modifications, Customer and WES will work together to establish mutually acceptable modifications based on accurate building models showing the impact of changes to facilities. (d) Weather normalization will be employed to ensure that the impact of actual weather conditions is eliminated from the Energy and Water Guarantee calculations. Normalization will not be utilized to the benefit of either Customer or WES, but will be used solely for the purpose of accurately accounting for the impact on Actual Energy and Water of the Scope of Work implemented in conjunction with this Contract.

Schedule 2-B-8. Measurement and Adjustments Methodology (for IPMVP Option C Savings):
(a) Adjusted Baseline Year consumption is calculated as follows for each fuel type:

Adjusted Base Year Consumption = Weather Independent Consumption + Weather Dependent Consumption + Offset + Use and Modification Adjustments or
Q = CD x (Ti – Ti-1) + CH x HDDi + CC x CDDi + Oi ± ∑Mi = Eb (electric usage) Q = CD x (Ti – Ti-1) + CH x HDDi + CC x CDDi + Oi ± ∑Mi = NGb (natural gas usage) Where:

Q = adjusted base year consumption
CD = a constant representing units of consumption per billing period day as calculated by model
Ti = ending date of current billing period
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Ti-1= ending date of previous billing period
CH = a constant representing units of consumption per heating degree day as calculated by model
HDDi = heating degree days in the current billing period CC = a constant representing units of consumption per cooling degree day as calculated by model
CDDi = cooling degree days in the current billing period Oi = offset for the current billing period
Mi = other adjustments for the current billing period
(b) Adjusted base year demand is calculated with a slightly different formula as follows:

Adjusted Base Year Demand = Weather Independent Demand + Weather Dependent Demand + Offset + Use and Modification Adjustments
or
Db = DD x (Ti – Ti-1) + DH x HDDi / (Ti – Ti-1) + DC x CDDi / (Ti – Ti-1) + Oi ± ∑ Mi Where:

Db = adjusted base year demand
DD = a constant representing units of demand per billing period day as calculated by model DH = a constant representing units of demand per heating degree day as calculated by model DC = a constant representing units of demand per cooling degree day as calculated by model (1) Weather Independent Consumption: Because utility meters are not always read on the same day of the month, the number of days in a meter ’s billing period frequently varies. The term, CD x (Ti – Ti-1), in the above equation is used to account for this difference, where Ti – Ti-1, gives the number of days in the guarantee year billing period. Thus, Weather Independent Consumption is the consumption per day times the number of days in the guarantee year billing period. The approach is identical for demand, except that the term DD is substituted for CD. (2) Weather Dependent Consumption: Change in weather between the base year and guarantee year periods is accounted for with the term, CH x HDDi + CC x CDDi . Weather Dependent Consumption is consumption per degree-day times the number of degree-days in the guarantee year billing period. The balance point temperatures used as the basis of degree day calculations will be those that result in the best statistical fit, or highest R2 value. If the R2 value is lower than 0.65, the meter will not be weather normalized.
(3) Demand is treated similarly. The exception being that degree -days per day is substituted for total degree-days. This provides a measure of average daily weather intensity. (4) Offset: Offset is that portion of the energy and water consumption that cannot be accounted for with the Weather Independent and Weather Dependent consumption. It is mostly attributable to seasonal changes in facility use such as summer shutdown and holida ys. An Offset figure is defined for each billing period in the base year. Since the guarantee period may overlap two or more base year billing periods, the guarantee period offset will be the weighted average of the base year offset for the corresponding g uarantee year period. Offset for the guarantee period is determined with this equation:

Oi = O1 * dG1/dB1 + O2 * dG2/dB2 + … On * dGn/dBn
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Where:

Oi = current guarantee period offset
O1 = base year period 1 offset
O2 = base year period 2 offset
On = base year period n offset
dG1 = days in guarantee period that overlap base year period 1 dG2 = days in guarantee period that overlap base year period 2 dGn = days in guarantee period that overlap base year period n dB1 = days in base year period 1
dB2 = days in base year period 2
dBn = days in base year period n
n = number of base year periods overlapped by guarantee year period (c) Other Adjustments:

Additional adjustments to the base year may be made to compensate for Material Changes defined in clause (a) above. The total adjustment for any given period will be determined with this equation:

Mi = Adj1 + Adj2 + … Adjn
Where:

Adj1, Adj2 and Adjn are all of the adjustments determined to be necessary for the guarantee period. The sign of the adjustment will be positive when the change will cause an increase in energy and the sign of the adjustment will be negative when the change will cause a decrease in energy. WES will provide an explanation of the derivation of these adjustments to Customer.

Schedule 2-B-9. Adjustments Methodology for Material Changes. (a) For Adjustments necessitated by Material Changes , the following procedure will be followed:
(1) Customer will notify WES of planned changes in building use or function. (2) WES and Customer will review the changes planned and determine if these changes are likely to cause a change in energy and water use that would exceed the threshold limits defined in Exhibit 2-4. If the expected changes are less than the threshold, the effect will be ignored and no adjustment will be used.
(3) If the changes are expected to raise or lower energy and water consumption more than the threshold limits defined in Exhibit 2-4, the building will be sub -metered by Customer for both pre- and post-use change periods until the effect on energy has been determined. (A) For changes to existing buildings that are metered, a linear regression will be performed to correlate heating - and cooling -degree days to the pre -change period ’s energy usage for the building, similar to the procedure performed to adjust the base year for weather. The post-change heating- and cooling-degree days will then be applied to the pre- change regression equation to determine what the post-change period’s use would have been if no change had occurred. The difference between this use and the period’s actual use will 356
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be, whether positive or negative, used as the adjustment, shown as term “M” in the equations in the Measurement and Adjustments Methodology section in this Schedule. (B) If the entire effect of the change is independently sub-metered, such as the addition of a building on an existing utility service, the sub -metered energy and water use for that building for each guarantee period will be used to determine the baseline adjustment, shown as term “M” in the equ ations in the Measurement and Adjustments Methodology section in this Schedule.
(C) If the method for determining adjustment described in the previous paragraph is agreed to be not appropriate or too complex for a specific adjustment by the Customer and WES, Customer and WES will develop a separate measurement and verification (M&V) plan to track the effect of the building change. (4) If the changes occur at a time when the impact would affect a fraction of that year’s energy and water use for an existing building or system, the procedure described in the previous section will be performed separately for the year in which the change occurred and the subsequent year to accurately account for the effect of the change in both years. The subseq uent year ’s adjustment will then be used for all future years.

Schedule 2-B-10. Adjustments for Mild Weather Season During Performance Period. (a) For performance periods with mild weather season, WES may elect to normalize both the baseline and the Guaranteed Period Consumption for a specific utility to Typical Meteorological Year (TMY3) weather data available for download from the National Renewable Energy Laboratory. (b) A mild weather season is defined as a heating or cooling season containing fewer heating or cooling degree days that a Typical Meteorological Year, evaluated using TMY3 weather data. (c) The TMY3 weather data set will be for the weather station defined in [●] or closest station.

Methodology used to normalize consumption is defined in Schedule 2-B-9. (d) The nearest physical weather station is the [●], which will be used to track actual solar irradiance during the performance year. The actual irradiance will be compared against the average TMY3 weather data that was sourced from solar irradiation data mode led by the National Renewable Energy Laboratory (NREL) for the 10 square km grid surrounding the project site. Weather Adjustments will follow the following equation:

Weather Adjusted Guarantee = Simulated Guarantee * Weather Adjustment Ratio (e) 𝑊𝑒𝑎𝑡ℎ𝑒𝑟 𝐴𝑑𝑗𝑢𝑚𝑒𝑛𝑡 𝑅𝑎𝑡𝑖𝑜 =
𝑆𝑖𝑚𝑢𝑙𝑎𝑡𝑒𝑑 𝑒𝑛𝑒𝑟𝑔𝑦 𝑢𝑠𝑖𝑛𝑔 𝑚𝑒𝑎𝑠𝑢𝑟𝑒𝑑 𝑖𝑟𝑟𝑎𝑑𝑖𝑎𝑛𝑐𝑒 𝑖𝑛 𝑝𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 𝑦𝑒𝑎𝑟 𝑆𝑖𝑚𝑢𝑙𝑎𝑡𝑒𝑑 𝑒𝑛𝑒𝑟𝑔𝑦 𝑢𝑠𝑖𝑛𝑔 𝑎𝑣𝑒𝑟𝑎𝑔𝑒 𝑖𝑟𝑟𝑎𝑑𝑖𝑢𝑎𝑛𝑐𝑒 𝑖𝑛 𝑎 𝑇𝑀𝑌 𝑦𝑒𝑎𝑟

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EXHIBIT 3
FORM OF ASSURED PERFORMANCE GUARANTEE – UTILITY METERS

Exhibit 3-1. PROJECT BENEFITS
A. Certain Definitions. For purposes of this Assured Performance Guarantee, the following terms have the meanings set forth below:

Annual Project Benefits are the portion of the projected Total Project Benefits to be achieved in any one year of the Guarantee Term.

Annual Project Benefits Realized are the Project Benefits actually realized for any one year of the Guarantee Term.

Baseline is the mutually agreed upon data and/or usage amounts that reflect conditions prior to the installation of the Improvement Measures.

Guarantee Term will commence on the first day of the month next following the execution of the Certificate of Acceptance – Final Completion, and will continue through the duration of the M&V Services, subject to earlier termination as provided in this Assured Performance Guarantee.

Improvement Measures are the measures set forth in Schedule A (Scope of Work).

Installation Period is the period beginning on WES’s receipt of Customer’s Notice to Proceed and ending on the commencement of the Guarantee Term.

M&V Services are the measurement and verification services set forth in Exhibit 3-4 below.

Project Benefits are the increased meter accuracy benefits calculated in accordance with the methodologies set forth in Exhibit 3-3 below.

Total Project Benefits are the projected Project Benefits to be achieved during the entire term of this Assured Performance Guarantee.

B. Project Benefits Summary. Subject to the terms and conditions of the Contract and this Assured Performance Guarantee , WES guarantees that the Improvement Measures will achieve accuracy rates in accordance with the meter manufacturer warranty on at least 90% of the meters tested.

Customer acknowledges and agrees that if, for any reason, it (i) cancels or terminates receipt of M&V Services, (ii) fails to pay for M&V Services in accordance with Schedule B of the Contract, (iii) fails to fulfill any of its responsibilities necessary to enable WES to complete the Work and provide the M&V Services, or (iv) otherwise cancels, terminates or materially breaches the Contract or this Assured Performance Guarantee, the Assured Performance Guarantee will automatically terminate, and WES will no liability hereunder.

Exhibit 3-2 MEASUREMENT AND VERIFICATION METHODOLOGY
Based upon WES’s and Customer’s investigation of the existing condition of certain of Customer’s wate r meters, Customer has concluded that a significant percentage of such meters do not accurately measure billable consumption, and Customer is losing potential billable consumption revenue due to this inaccuracy.

By replacing inaccurate meters with more accurate meters, it is expected that Customer will increase the volume of water registered by such meters and thereby increase measured billable consumption, assuming the same consumption levels prior to and after the Work has been performed. Customer recognizes, however, that actual revenues may differ from billable revenues and that the amount of actual revenues achieved in 358
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future periods will depend on other factors besides improved meter accuracy, such as, by way of example, collections ratio, consumption, and water utility rates, among others.

The pre-retrofit weighted average accuracy of meter sizes smaller than 3” has been calculated by testing a representative sample of the meter population as set forth in Schedule A (Scope of Work). The pre-retrofit accuracy of meter sizes 3” and larger has been calculated by testing the accuracy of the meter population set forth in Schedule A (Scope of Work). Weighted average accuracy is based on the American Water Works Association (AWWA) guidelines as set forth in the Manual of Water Supply Practices - M6, Fourth Edition, Water Meters - Selection, Installation, Testing and Maintenance , ©1999 American Water Works Association, ISBN 1-58321-017-2, as the same may be updated or revised from time to time by AWWA. The post-retrofit accuracy of new meters will be tested using the same AWWA guidelines.

WES’s guarantee relating to meters is limited solely to the accuracy of the meters, operating under normal conditions, in accordance with the meter warranty, which have been replaced pursuant to the Contract and are set forth in the table of meter sizes and quantities in Exhibit 3-3 below. No guarantee, express or implied, is provided with respect to any other matters, including, without limitation, the following items (and the effects thereof):
• water system revenue
• water usage/consumption trends
• water rationing programs
• demographic and/or population shifts
• changes in the industrial or commercial base
• regulatory changes
• droughts, floods, rainfall, or other weather or climactic conditions • water system pressure variations
• non-metered water usage
• failure to collect amounts due for billable consumption • changes in monthly base charges, monthly allowable minimum base consumption, or monthly volume charges
• changes to water and sewer rate schedules
• water quality
• failure of the water system to meet governmental requirements • improper maintenance or unsound usage of the Improvement Measures or any related equipment
• performance of automatic meter reading equipment

Exhibit 3-3 BASELINE CALCULATIONS & POST -RETROFIT INCREASED METER

ACCURACY BENEFIT
Annual Water Consumption as provided by the Customer, using [YEAR] Consumption and Revenue

The Audit illustrates an annual usage of:

Current Meter Accuracy ●%
Average Billed Water ● kgal
Potential Production Recovered ● kgal
Rate per kgal $●
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*please see the audit information for back-up documentation

The Guarantee will be based on:

Meter Accuracy ●%**
Average Billed Water ● kgal
Production Recovered ●* kgal
Rate per kgal $●
Revenue Generation $● Annually
* Calculated billings when adding baseline figures to added accuracy figure
** Under normal flow conditions for residential meters, please see warranty information from [manufacturer] for accuracy and warranty on commercial meters, and residential meters at low, and high flow.

The unit utility costs for the Baseline period are set forth below as “Utility Rates” and will be used for all calculations made under this Assured Performance Guarantee. The Utility Rates will be escalated annually by the actual utility rate escalation, but such escalation will be no less than the mutually agreed “floor” escalation rate of percent (●%).

WES has included annual Operations and Maintenance savings of $● due to the efficiencies gained with this system. Please see the below for a proposed annual savings overview.

PROPOSED ANNUAL SAVINGS OVERVIEW
ECM
Water
savings
(gallons/yr)
Total energy and
water cost savings,
Year 1 ($/yr)
Other energy-related
O&M cost savings, Year
1 ($/yr)
Total cost savings, Year
1 ($/yr)
Water Meters
Installation
● kgal $● $● $●

Total savings ● kgal $● $● $●
First Year Guaranteed Cost Savings: $●*
Notes
*This assumes the Customer is contributing $● in operations and maintenance savings

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Exhibit 3-4 MEASUREMENT & VERIFICATION SERVICES
WES will provide the M&V Services set forth below in connection with the Assured Performance Guarantee.

A. During the Installation Period, WES will measure and track Project Benefits. WES will report the measured Project Benefits achieved during the Installation Period to Customer within sixty (60) days of the commencement of the Guarantee Term.

B. Within sixty (60) days of each anniversary of the commencement of the Guarantee Term, WES will undertake the following testing activities to verify the accuracy of the meters set forth in the table below:

1. clean meter location/setting;

2. visually inspect location/setting for indications of water leakage;

3. remove meter, and test on site

4. replace any damaged and/or inaccurate meters in the test set if damage and/or inaccuracy were caused by normal wear and tear (Customer will be responsible to replace any damaged and/or inaccurate meters not in the test set, as set forth below, as well as those in the test set, to the extent damage and/or inaccuracy is caused by factors other than normal wear and tear).

Meter Size # of Meters to be Tested

0.625”
Residential Meter Test 0.625” x 0.75”
Large Meter Test

With respect to meters smaller than 3”, the average (central tendency) and variance (spread) will be calculated to estimate the population characteristics. Additional samples may be required if the variability in the sample test shows that the sample size is not sufficient to draw valid conclusions about the population. A complete retest will be conducted if the sample average is lower than the required weighted average accuracy. If these two samples are significantly different, another retest will be conducted.

C. Within sixty (60) days of each anniversary of the commencement of the Guarantee Term, WES will provide Customer with an annual report containing:

1. an executive overview of the project’s performance and Project Benefits achieved to date;

2. a summary analysis of the Project Benefits accounting; and

3. a detailed analysis of the Project Benefits calculations.

Exhibit 3-5 ASSURED PERFORMANCE GUARANTEE
WES guarantees that the meters sold and installed pursuant to the Contract will meet the guaranteed accuracy set forth in Exhibit 3-3 above. The accuracy of the meters will be determined in accordance with the warranty information provided by the meter manufacturer. If following performance of the M&V Services any meter fails to achieve the guaranteed accuracy the meter will be replaced with a new meter of the same or better quality and will be installed by WES all without cost to Customer. WES’s guaranty as set forth above is limited to those meters installed by WES and failing to meet the guaranteed meter accuracy as specified as a result of any defect in the manufacture or installation of the meter, or normal wear and tear and does not extend to any meters failing to meet the guaranteed meter accuracy as a result o f other causes, including improper maintenance and service, unsound usage or damage to the meters.

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Exhibit 3-6 GUARANTEE PHASE CONTRACT SUM
Customer will pay WES annual payments for Guarantee Phase services in the amounts listed below, subject to Schedule B and any other applicable terms of this Assured Performance Guarantee:

Year One: $0.00 (included in Construction Phase Contract Sum) Year Two: $XX,XXX
Year Three: Year two price modified by the change, up or down, in CPI since the beginning of the year two agreement.

Year Four and Beyond: Prior year modified by the last 12 months change, up or down, in CPI.

Customer may cancel the Guarantee Phase services on any anniversary of the commencement of Guarantee Services, or at the end of Customer’s fiscal year. If Customer cancels these services, WES reserves the right to cancel the Assured Performance Guarantee as outlined in this Exhibit 3.

362

CONTACT
Colton Gorman
858.951.2195
[email protected]

CITY OF ORANGE,

CALIFORNIA
Statement of Qualifications/Proposal
Energy Conservation, Performance,
Contracting, and Power Purchasing
Agreements
RFQ #24-25.29
July 31, 2025
Submitted by:

Willdan Energy Solutions
2401 E. Katella Avenue, Suite 300 | Anaheim, CA 92806 714.940.6300 | 800.424.9144 | Fax: 714.940.4920
363
714.940.6300 | 800.424.9144 | fax: 714.940.4920 | 2401 East Katella Avenue, Suite 300, Anaheim. California 92806 | www.willdan.com July 31, 2025
Wanda Alvarez, Purchasing Manager, City of Orange
The City of Orange’s efforts to advance sustainability, energy efficiency, and climate resilience through solar installations at three facilities, LED retrofits for nearly all streetlights and traffic signals, and targeted water utility improvements represent a strong foundation for a strategic energy savings plan. Willdan commends the City’s
leadership in furthering these efforts by exploring long-term strategies that promote clean energy and cost-effective infrastructure upgrades across municipal facilities in this RFQ/P.

With a 42-year history of successful collaboration with the City of Orange and extensive experience in completing 1,000+ projects for all 34 cities in Orange County, Willdan is excited about the opportunity to develop and implement a comprehensive energy program that aligns with operational, fiscal, and environmental goals. Our approach to energy savings performance contracting (ESPC) extends beyond conventional methods, which focus on short-term, low-cost upgrades. We offer a holistic, strategic framework that begins with a tailored Energy Master Plan — a living document that integrates facility assessments, energy and decarbonization master planning, and long-term capital planning.

Our Energy Master Plan will expand on the City’s existing sustainability initiatives, including solar installations, EV charging infrastructure, LED streetlight conversions, and water system upgrades to guide the identification, prioritization, budgeting, and execution of projects that reduce utility costs, lower emissions, modernize infrastructure, and maximize funding opportunities such as federal and state incentives, power purchase agreements, and tax-exempt lease structures. Willdan’s key differentiators:
 HISTORY WITH THE CITY OF ORANGE- Willdan has provided professional services to the City of Orange for 42 years. Our long-standing partnership delivers insights into the City’s infrastructure, priorities, and community values. Our experience working with the City enables us to streamline communication and project priorities.  NOT A TRADITIONAL ENERGY SERVICES COMPANY (ESCO)- With 60 years as an engineering-focused firm, Willdan delivers unbiased, innovative energy solutions. Since starting ESPC projects 15 years ago, we've alleviated ESCO stigmas through full transparency, creative financing, and genuine guarantees. As California's top administrator of utility incentives, we ensure optimal savings for our clients.

Importance to the City of Orange: Our approach enables the City to efficiently achieve sustainable energy goals ,
c
ut costs, upgrade infrastructure, avoid conventional model pitfalls, and foster long-term resilience.  DELIVERING SAVINGS AND REVENUE TO THE CITY OF ORANGE- Willdan’s approach to energy and infrastructure upgrades, including expedited Advanced Metering Infrastructure (AMI) water meter installations, positions the City for significant financial benefits. By accelerating the replacement of the City’s remaining ~22,000 water meters to AMI (surpassing the current plan of 1,500 replacements per year), we can enable an annual revenue recovery of $2.1M through improved metering accuracy and reduced water loss. This t
imeline would generate ~$7M more in savings compared to a 15-year rollout, while saving energy with optimized water distribution and reduced pumping.
 NATIONWIDE DECARBONIZATION AND MASTER PLANNING LEADER- We have been at the forefront of decarbonization and electrification planning since it first gained popularity in the 2000s. Our team has developed 250+ specialized strategic master plans for similar public entities and local government clients, including New York City, to establish its 4,000-building Local Law 97 Decarbonization Master Plan.  P
ROVEN TRACK RECORD WITH LARGE METROPOLITAN MUNICIPALITIES- Willdan understands the challenges large urban municipalities face in implementing city-wide efforts, as we are partners to four of the largest cities in Ca
lifornia such as Los Angeles (including a $330M contract with the Department of Water and Power to implement the Commercial Direct Install Program) and San Diego (including various energy efficiency and sustainability projects), with combined contracts valued at $150M+.

Headquartered in Anaheim, with 200+ team members located in Orange County and Southern California, our team is excited to exceed the City’s sustainability, deferred maintenance, and funding goals.

Willdan’s proposal is provided in response to the City’s RFQ/P for Energy Conservation, Performance
Contracting, And Power Purchasing Agreements.

The information included in this proposal is accurate.

We hereby acknowledge we meet all of the City’s
prerequisites for responding, will sign the City’s Standard Agreement for Consultant Services, and have read and
received Addendums #1 and 2.

Primary Contact: Colton Gorman
2401 E Katella Ave. Suite 300 | Anaheim, CA 92806
[email protected] | 858.951.2195 www.willdan.com
Respectfully submitted,
David Daniel, AIA, LEED AP, Senior Vice President
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Energy Conservation, Performance Contracting, and Power Purchasing City of Orange
0  Table of Contents
.....................................................................................................................................

3. Company Profile ............................................................................................................................. 3 a. ESCO in the State of California .............................................................................................................. 4 b. Implementation of Comprehensive Projects ........................................................................................ 5 c. Utility Company Incentive Experience ................................................................................................... 5 d. ESPC Project Experience ........................................................................................................................ 6 e. Team of California Licensed Engineers .................................................................................................. 6 f. Experience Retrofitting Water Entities Infrastructure ........................................................................... 7 g. Experience with Power Purchasing Agreements (PPAs) ....................................................................... 8 h. Experience in Design and Installation of Photovoltaic (PV) Systems .................................................... 8 i. Experience Integrating New PV with Existing Monitoring Systems ....................................................... 9 j. Familiarity with Recent CPUC Rulings .................................................................................................... 9 k. Commitment Team will Perform Energy Services Contract .................................................................. 9 l. Financial Capacity of Firm ....................................................................................................................... 9 m. Capabilities, Experience, and Approach ............................................................................................. 10 i. Project Description (Types of Energy and Other Conservation Measures) ......................................... i ii. Project Size (Total Implementation Cost) ........................................................................................... i

4. Management and Staffing ............................................................................................................. iii

5. Prior Related Experience and Competence .................................................................................... 12

6. Execution Plan ............................................................................................................................. 16

7. Litigation Disclosure ..................................................................................................................... 23

8. Financial Stability ......................................................................................................................... 23

9. Compensation/Fee Schedule ........................................................................................................ 24 Appendix .............................................................................................................................................

Appendix A: Project Resumes .....................................................................................................................

Appendix B: Audited Financials ...................................................................................................................

Appendix C: Bank Letter ..............................................................................................................................

Appendix D: Required Forms ......................................................................................................................  Char ts and Schedules
Table 1. Willdan’s Recent Relevant Projects ............................................................................................... i Table 2. Management and Staffing .......................................................................................................... iii Table 3. Representative Projects, Willdan Team ...................................................................................... vii Project Schedule: Full Project .................................................................................................................. ix 365
Request for Qualifications/Proposals:

Energy Conservation, Performance Contracting, and Power Purchasing City of Orange
1 2. INTRODUCTION
Summary Statement
A summary statement that demonstrates the proposer has a clear understanding of the City’s objectives and how it expects to address them.

The City has expressed interest in developing and implementing energy conservation, energy efficiency, energy generation, and energy-related capital improvement projects that are self-funding and require no upfront capital investment. Our approach to meeting the City’s objectives includes:
 Conducting a preliminary city-wide Energy Master Plan and Investment Grade A
udit (IGA) at no cost
 Implementing cost-effective energy conservation projects with no upfront costs  Delivering long-term energy cost reductions that extend beyond final payment The City of Orange has already made substantial progress in improving energy efficiency, reducing costs, and enhancing resiliency through several completed initiatives. These include solar PV installations at three sites; upgrades to 9,500 streetlights, traffic signals, and underpass fixtures; LED conversions for street and traffic lighting; enhancements to City-owned water utility infrastructure; and conversion of 25% of water meters to AMI technology.

Below is a summary of our three primary takeaways from the City’s Project Goals (RFP Page 6), along with how Willdan, an ESCO certified by the United States Department of Energy (DOE), the National Association of Energy Service Companies (NAESCO), and the State of California Department of General Services (DGS ), will address them.

GOAL #1: Reduce Energy and O&M with Turnkey Projects that Replace Obsolete Equipment and Increase Performance WILLDAN’S APPROACH: Start with a no-cost Energy Master Plan to identify key energy conservation measures and needs.

Deliver end-to-end, no-upfront-cost solutions with cutting-edge technologies that upgrade outdated systems beyond like- for-like replacements to improve reliability while meeting California’s 40% by 2030 GHG reduction goals.

Our 42 years of experience with the City of Orange, including professional services for building and safety, sewer master planning, and traffic studies, gives us a holistic view of the City’s day-to-day operations and opportunities beyond the low- hanging fruit that traditional ESCO projects focus on. Our team of 856 California-based specialists and 12 licensed Professional Engineers identifies revenue-generating scopes (e.g., AMI water meters, lift stations, Battery Energy Storage System (BESS), transformers) and pairs them with capital investments (e.g., electric vehicle (EV) charging, building and fleet electrification, HVAC) to create self-financing projects without City capital. Experience that guides our work for the City includes:
 $500M+ in California infrastructure modernization projects, including energy efficiency and renewables, since 2020.  City of San Diego – $160M identified in LED streetlighting, building lighting, building electrification, HVAC, and roofin g needs with significant energy and operational savings over the life of the project (56 buildings in portfolio).  City of Chino Hills — A $9M project that included transforming the public works building with advanced engineering, re-zoning the HVAC system with Variable Refrigerant Flow (VRF), integrating a BESS with solar for peak demand management, adding smart controls, and installing EV fleet charging infrastructure. This innovative redesign cut energy costs by 40%+ and achieved net-zero readiness.

IMPACT FOR CITY OF ORANGE: Beyond 1-for-1 replacements with cutting-edge solutions and expanded funding options.

City Solution Highlight: We will explore a greater range of energy efficiency measures (e.g., AI-optimized energy management, smart city funding, net-zero energy buildings, green infrastructure retrofits) and individualized funding options (e.g., accelerated water meter AMI conversion to save ~$7M more compared to a 15-year rollout).

City of Orange Goals
At-A-Glance
Projects with no capital funding:
 Implement upgrades that are
fully paid for with guaranteed
utility cost reductions and
operational savings
Climate Action Plan is being
developed; goals include:
 Align with California’s
statewide target of reducing
GHG emissions by 40% by 2030
 Support the City’s hybrid
approach to its CAP, developed
with Chapman University, to
a
chieve long-term Greenhouse
Gas (GHG) emission reductions
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2 City of Orange
GOAL #2: Improve Occupant Comfort and Safety, Community Enrichment, and Economic Development WILLDAN’S APPROACH: Our projects go beyond energy savings. We not only exceed regulatory codes but also find opportunities for safety and comfort improvements. Our dedicated engagement team focuses on the community and economy, including targeted programs such as our Clean Energy Academy for skills development and a business incubator supporting local entrepreneurs in sustainable ventures.

These projects should excel beyond typical ESCO energy outcomes. Energy upgrades also make public spaces safer and more comfortable environments that enrich communities and stimulate economic activity . Willdan’s experience includes:
 Working with 95% of California cities (461 out of 481 incorporated cities and towns) to deliver professional services and/or turnkey projects, giving us insight into the needs cities face with mandates and the local climate .  Occupant-centric design tools that prioritize measures which improve indoor air quality and thermal comfort, with targeted interventions boosting occupant satisfaction by 60%+.

IMPACT FOR CITY OF ORANGE: Prioritized occupant and community benefits in project design, ensuring every initiative contributes to lasting enrichment and growth within our master planning framework.  Comfort and Safety: Integrate occupant-focused measures like smart ventilation systems and community solar programs, funded via economic development grants, to improve safety and align with emerging CAP.  Willdan Clean Energy Academy: Offering a free, comprehensive training and education program to equip individuals with the skills needed for careers in energy efficiency, clean energy, and sustainability ( 1300+ graduates to-date).  Local Business Incubator: Nurturing emerging clean energy enterprises and talent by offering free, advanced training i n energy efficiency, sustainability standards, energy auditing, software tools, certifications, and professional development (e.g., resume building). For the City of Orange, this incubator could impact 200+ community members with workforce training on Energy Conservation Measures (ECMs) like VFDs, smart irrigation, or solar maintenance.

Goal #3: Minimize Financial and Technical Risk to the City WILLDAN’S APPROACH: We use performance guarantees, transparent audits, and diversified financing to address the City’s highest priority buildings with no upfront capital cost.

Willdan uses a dedicated, in-house team of 8 accredited funding specialists and our 50+ partner network (including preferred/local providers) to exhaust all national, state, and local funding sources. Our expertise includes:
 Utilizing extensive experience securing $3B+ in financing, incentives, and grants , evaluating all options, including PPA escalator risks against TELP’s (Tax Exempt Lease Purchase) ownership benefits to shield the City from financial burdens and technical uncertainties.
 In comparable California municipal projects with the goal of no capital expenditures, we can reduce energy consumptio n by an average of 25-35% and typically craft turnkey projects that address $ 30M+ in infrastructure needs at no cost to the City.

IMPACT FOR CITY OF ORANGE: Reliable revenue streams, no upfront cost, and reduced O&M costs long term.

Key features of our approach to reducing financial and technical risks to the city include:
 Financial Risk: Willdan maintains substantial bonding capacity — exceeding $500M aggregate through A-rated sureties like Liberty Mutual and Travelers — to cover performance, payment, and construction bonds for projects of this scale.  Technical Risk: Willdan’s turnkey process assumes all technical risks, from the no-cost preliminary assessment and IGA to design, construction, commissioning, and ongoing performance monitoring. Our in-house team of licensed engineers (Class A and B in California) and partnerships with vetted subcontractors ensure compliance with codes, seamless integration with existing systems (e.g., solar at the Police Department or VFDs on wells), and minimal disruption.

Acknowledgement of City’s Standard Agreement
Acknowledge your firm will sign the City’s Standard Agreement for Consultant Services (attached).

Per the City of Orange’s request Willdan attests, upon selection as the City’s Turnkey Energy Conservation, Performance Contracting, and Power Purchasing Agreement Provider, that it will sign the City’s Standard Agreement for Consultant Services.
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3 City of Orange

3. COMPANY PROFILE
The proposer shall provide a general description of the firm, including a brief history and its experience in providing similar services as those requested in the RFQ/Proposal in relation to the City’s facility characteristics and project objectives.

Willdan has been a trusted advisor to California Cities for 57+ years, and has a deep understanding of the challenges they face. We deliver industry-leading energy and engineering solutions that have transformed government and commerce, with our teams completing $550M+ of successful projects with state and local governments.

Aspects of the Willdan advantage are detailed throughout our proposal and also summarized below:
 Since our founding in California in the 1960s, we have worked with all 58 counties and 442 of the 483 incorporated cities in the State.
 We have served the City of Orange for 42 years, providing financial analysis and engineering services.
 Our revolutionary approach to project development includes reaching 100% design during the IGA, while traditional ESCOs typically utilize a conceptual (30% or less) design to establish pricing. This reduces the City’s project risk by avoiding inherent price inflation needed to cover the ESCO’s risk due to incomplete information.
 We think outside of the box and create master-planning approaches for our projects so that any City investment in energy conservation and efficiency not only saves energy and reduces utility costs in the short term but also contributes to bringing the City’s facilities into compliance with local and state carbon emissions regulations and other requirements.
 We will creatively leverage all of our regional partnerships to create the most cost -effective program for the City, including all utility incentive and grants programs.  We stamp our own drawings and keep all mechanical, electrical, plumbing, civil, utility, and energy engineering in-house.

Our team is fully committed to:
 Engaging local subcontractors and Disadvantaged Business Enterprises (DBEs) to construct projects.
 Working with local school districts and colleges to provide educational opportunities wherever possible.
 Providing project updates and communication to stakeholders and the community, including city council meetings, a groundbreaking ceremony, and other marketing and press-related events.

Proof Willdan meets Minimum Requirements
As requested by the City, Willdan Group Inc. (“Willdan”) attests that we:
 As mentioned in Section 2. Introduction, are accredited by NAESCO and included on the U.S, Department of Energy’s (DOE) Qualified List of Energy Service Companies;  Have successfully implemented significantly more than five (5) energy performance contracts and power purchasing agreements for public sector clients in the last five (5) years;  Hold an active Class A – General Engineering and Class C10 – Electrical licenses (held by Willdan Energy Solutions, a wholly-owned subsidiary), and a Class B – General Building (held by Willdan Engineering, an wholly-owned subsidiary) Contractor’s license in the State of California  Have not filed for bankruptcy under any business name over the past five (5) years.  Have provided a Bonding Statement, as a separate attachment along with our submittal, from our Surety Company (rated A- or better) attesting to our bonding capacity, and  Carry all the required licenses in accordance with the City Orange requirements.

Willdan has saved our clients:
7,800+ GWh
1,600+ MW of electricity
110M therms of natural gas

2.6B gallons of water
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a. ESCO in the State of California
The City will only consider submittals from ESCOs whose proposed team can demonstrate the following background and capabilities:

A long term, well established ESCO in the State of California; Willdan Energy Solutions (“Willdan”) is a leading ESCO with California roots and a national reach.

Willdan achieved $1.1B+ in revenue over the past three
years, providing energy audits, engineering services, and project implementation to clients across the country. Our solutions and services include investment-grade audits, incentive applications, energy reporting, and project
implementation related to smart lighting, HVAC, solar, wind, battery storage, wastewater treatment facilities, and more for municipalities.

Willdan’s energy expertise goes well beyond traditional performance contracting projects; we provide unique
capabilities to ensure the City’s energy program delivers maximum value:

IGA Approach: We go beyond just capturing ‘low-hanging
fruit’ or addressing immediate needs – instead delivering a comprehensive strategy that incorporates energy
opportunities, capital improvement plans, climate action plans, and other community initiatives. We ensure the
energy program we deliver advances the City’s goals and maximizes long-term value.

Enhanced Engineering to Reduce Costs and Risks: Willdan’s upfront engineering and design go far beyond competitor offerings. Where other ESCOs inflate costs to hedge for unknowns, we dive in to create certainty. Our enhanced
project development enables heightened confidence, lower costs, greater savings, and decreased risk.

Dedicated to Serving CA Public Agencies: Since our founding in 1964, we’ve focused on providing high-quality services to California’s public agencies. We have experience serving all 58 California counties , as well as 91% of the incorporated cities, including 24+ years of service to the City of Orange. Our depth of experience with public agencies is unparalleled and will result in a superior service for the City.

Utility Incentive Program Implementers: Willdan is trusted by the largest utilities in the country to create and deliver efficiency and electrification programs to their customers. We bring an unmatched understanding of how to partner with utilities in order to maximize the incentives for the City’s energy projects.

Fleet Electrification Experts: Willdan can leverage our experience of crafting fleet electrification and electric vehicle charging infrastructure strategies for 40+ public agencies to ensure the City’s energy program comprehensively addresses vehicle and facility energy use. Our fleet electrification experts will ensure the energy program keeps the City ahead of regulations and on the optimal road to carbon-neutral transportation.

Carbon Reduction Strategy Pioneers: Willdan also helps utilities, regulators, policy makers, private companies, and local government agencies make the best strategic decisions possible as they implement new public policies, respond to technological advances, and address shifting stakeholders expectations. 369
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Because Willdan works with clients from all sectors of the electricity industry, we provide a 360-degree understanding of markets, planning, policy, regulation, and environmental factors. Just as important, we are committed to delivering clear, unbiased analyses that help clients make informed decisions.

We have successfully delivered high-quality projects to 442 of the 482 cities in California, providing high performance to our municipal clients for 60+ years. We understand that while the City will promote sustainability with the projects, maximizing energy efficiency will minimize expenses and deliver bottom- line operational cost savings on an annual basis. Headquartered in Anaheim, Willdan has offices strategically located throughout California. Willdan also has more than 80 California-licensed professional engineers and architects in 14 offices across the state, all with proven professional records on simple to complex energy savings projects. While many of our competitors must engage the services of third parties for engineering expertise on an as -needed basis, our approach is built on the belief that there is a direct correlation between the amount of up -front engineering investment and the successful outcome of a project.
 Willdan is the third largest provider of ENERGY STAR Web Services, having benchmarked 15,000+ properties in the last 12 months. We have calculated ENERGY STAR scores for 8,000+ buildings and field verify energy efficiency measures in 500+ projects per year to help customers achieve the ENERGY STAR label.  Willdan has 50+ LEED-accredited professionals who have evaluated and designed projects using sustainability requirements nationwide.
 We calculate emissions reductions on 800 new construction projects per year using Net Energy Optimizer (NEO), our in-house energy modeling software. This can also be done for existing buildings. In addition, we show potential emissions savings on 20,000+ buildings in our B3 Benchmarking system. With B3, we have incorporated regional emissions factors and can enter area-specific factors to calculate emissions reductions.  Willdan has successfully implemented 80+ comprehensive energy efficiency projects in the last five years, similar in scope to that envisioned by the City.
b. Implementation of Comprehensive Projects
Implementation of comprehensive energy conservation measure on public works projects such as Water/Waste Water Districts, County, and Municipal facilities;
With over 25 years of experience performing similar services for municipal governments, we have completed more than $550M of successful projects with California state and local governments. These include the hundreds of cities like South Lake Tahoe, Dublin, Chino Hills, Paramount, Fillmore, Fairview, San Diego; the California DGS; and the California Transportation Agency (CALTRANS).

Per the City’s request, more information on these projects can be found in Section 5. Prior Related Experience and Competence.
c. Utility Company Incentive Experience
Experience in procuring utility company incentives;
Willdan is trusted by the largest utilities in the country to create and deliver efficiency and electrification programs to their customers.

We bring an unmatched understanding of how to partner with utilities in order to maximize the incentives for the City’s energy projects. Willdan has implemented over 70 utility EE programs and served more than 210,000 customers nationwide, providing over $250M in rebates for our municipal customers in CA and $1.4B total nationwide.

Relevance to City of Orange
Willdan's deep utility partnerships—
particularly with Southern California
Edison (SCE)—will maximize incentives
and rebates for your energy projects,
including solar expansions, LED upgrades,
and water efficiency measures.

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To date, Willdan has secured $2B+ in project financing for our customers utilizing many financial vehicles as shown below. Willdan Financial Services works closely with our customers to identify the best options to evaluate as part of our detailed Investment Grade Audit.

In California, for example, we have supported utilities, state agencies, and the market operator in developing the infrastructure, programs, and plans that will realize the State’s goal of meeting a 50% renewable portfolio standard by 2030. In New York, we are advising state agencies and regulators about how to implement clean energy policy with an emphasis on customer incentives and markets. In Hawai‘i, we are helping the utility achieve the state’s goal of 100% renewable energy in the most reliable, least expensive way. d. ESPC Project Experience
Planning of a minimum of five (5) projects for energy savings performance contracting in the past five (5) years; Willdan has successfully implemented over 40 comprehensive energy efficiency projects in the last five years similar in scope to that envisioned by the City. A sampling is shown below; a longer list and subsequent references for three (3) projects are provided in Section 5. Prior Related Experience and Competence. e. Team of California Licensed Engineers
Ability to provide a team of California licensed mechanical, electrical, structural, and civil engineers as may be necessary; Willdan has more than 80 California-licensed professional engineers and architects in 14 offices in the state, all with proven professional records on simple to complex energy savings projects. While many of our competitors must engage the services of third parties for engineering expertise on an as-needed basis, our approach is built upon the belief that there is a direct correlation between the amount of up -front engineering investment that is made and the successful outcome of a project.

California-licensed engineers on staff include the following:

Aaron Buys, PE
Mechanical Engineering Lead
License No. 39204
Shane Maddox, PE
Electrical Engineering Lead
License No. 25108
Jeff Lau, PE
Civil Engineering Lead
License No. 83887
Tom Muñoz, PE
Mechanical Engineering Lead
License No. 30635
Ben Laboy, PE
Mechanical Engineering
License No. 40619
Jamie Gustafson, PE
Mechanical Engineering
License No. 41641
Jeff Lau, PE
Civil and Traffic Engineering
License Nos. 2835 and 83887
Aaron Etzkorn, PE
Mechanical Engineering
License No.38889
Bryan Rossi, PE
Mechanical Engineering
License No. 40307
Eddie Sladek, PE
Mechanical Engineering
License No. 36321
Afsheen Mashayekhi, PE
Mechanical Engineering
License No. 34007
Raymond Cun, PE
Mechanical Engineering
License No. 41390

Project Name City & State Project
Size ($) Project Scope/ Measures Status
City of San Diego San Diego, CA $150M+ Lighting, HVAC, PV, roofing, streetlighting upgrades, BESS, water conservation, EV charging
2027 estimated
construction comp.

City of Fillmore Fillmore, CA $5.2M System-wide AMI upgrade with new ultrasonic meters and Customer Experience Portal
Completed in Q1
2025
City of Dublin Dublin, CA $22M HVAC, BAS, PV, BESS, microgrids, EV charging, LED lighting
Multiple phases
starting 2021
City of Chino Hills Chino Hills, CA $12.5M PV, BESS, microgrids, EV, HVAC, LED lighting Phase I Complete; Phase II Ongoing
CA DGS - Elihu Harris Oakland, CA $11.7M LED lighting, air duct sealing, BAS and access controls, HVAC measures
Project complete
2021
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f. Experience Retrofitting Water Entities Infrastructure Demonstrated experience in retrofitting water entities infrastructure to reduce energy consumption; Willdan’s water system specialists have deep experience retrofitting water and wastewater infrastructure to enhance operational efficiency and reduce energy use across multiple jurisdictions. Our approach blends advanced controls, smart metering technologies, and ESPC to deliver measurable results – while also supporting critical capital improvement projects (CIP) by using ESPC in intelligent, budget -neutral ways. By aligning performance- based savings with infrastructure priorities, we help agencies accelerate urgent upgrades without waiting for traditional funding cycles.

PROJECT PROJECT OVERVIEW
Irvine Ranch Water
District, CA
Infrastructure Efficiency
Upgrades
Willdan supported infrastructure modernization efforts, integrating energy-efficient solutions and smart technologies to optimize water system performance, reduce energy consumption, and extend asset life. Using our proprietary B3 benchmarking and analysis tool, we identified high- impact efficiency measures that aligned with IRWD’s operational priorities and capital planning goals – ensuring targeted investments that maximized both energy savings and system resilience.

City of Fillmore, CA
Smart Water AMI
Upgrade
Willdan deployed a citywide AMI system with integrated real-time dashboards, leak alerts, and hourly consumption data. These enhancements enabled 24/7 oversight, significantly reduced water loss, and supported energy savings by optimizing pumping schedules and operational response.

City of Camas, WA
Wastewater Plant
ESPC Project
Willdan implemented controls upgrades and programming on specific VFDs and UV disinfection equipment, which resulted in improved blower control, reliable UV system operation, extended equipment life, as well as energy and maintenance cost savings.

King County, WA
West Point WWTP
Willdan performed equipment upgrades & optimization, LED lighting upgrade with advanced controls
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g. Experience with Power Purchasing Agreements (PPAs)
Experience with Power Purchasing Agreements.

Willdan brings extensive expertise in structuring and implementing Power Purchasing Agreements (PPAs) to deliver renewable energy solutions that minimize upfront costs and lock in long -term savings for municipalities. Over the last 15 years, we have secured $3B+ in financing, incentives, and grants for our customers, enabling the deployment of solar and other clean energy projects through innovative third- party arrangements. Our dedicated Willdan Financial Services division, comprised of municipal financing specialists, excels in navigating complex funding landscapes to optimize outcomes for public sector clients like the City of Orange.

For this project, our team will conduct a thorough evaluation of all viable financing options tailored to the City's needs, including PPAs; Tax-Exempt Lease Purchases (TELP); municipal bonds; and a comprehensive pursuit of federal, state, and utility grants and incentives (e.g., through programs like the Inflation Reduction Act and Southern California Edison rebates). This holistic approach ensures the City achieves maximum value—such as predictable, below-market energy rates via PPAs—while aligning with your goals of energy cost reductions, resiliency enhancements, and zero capital outlay. Our track record includes successful PPAs for similar California cities, resulting in millions in annual savings and reduced operational risks, all backed by performance guarantees and transparent measurement protocols.
h. Experience in Design and Installation of Photovoltaic (PV) Systems Demonstrated experience in the design and installation of photovoltaic systems at Municipal facilities to reduce energy consumption; Willdan has delivered over 100MW of solar PV projects for municipal clients, including 1.2MW for the City of Dublin, 2.3MW for Paramount USD, and a 1MW ground mount system for the City of Turlock. Systems were sized to maximum utility cost savings, accounting for forecasted baseline decreases from other measures or baseline increases from future EV loads or building expansions.

During the preliminary assessment and Investment Grade Audit (IGA), Willdan analyzes the existing electricity consumption, evaluates opportunities to maximize land use, and develops schematic solar PV layouts that show the location and system size of the arrays.

Willdan’s combination of expertise in the analysis, design, procurement and installation of fully integrated solar PV makes us ideally suited to design, procure and construct solar on behalf of the City. Highlights of our past experience with this technology includes:
 8+ years experience installing and operating solar systems  Completion of PV system designs for 230+ sites
Willdan provides the full suite of services necessary to successfully identify and deliver renewable generation and projects for the City, including:
 Systems analysis and solution identification
 Interconnection application assistance
 Full in-house design & engineering solutions
 Competitive and transparent procurement of equipment and trade services  Construction management & field supervision
 Commissioning & Measurement and Verification (M&V)
 Ongoing operations and maintenance support (O&M)

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i. Experience Integrating New PV with Existing Monitoring Systems Demonstrated experience in integrating new photovoltaic systems to work with existing monitoring systems at Municipal facilities; Willdan regularly integrates solar PV and other monitoring systems such as BESS and microgrid controllers, including for the City of Dublin. For the City of Dublin, Willdan added solar PV to sites with existing solar PV and intentionally kept the new solar PV data acquisition systems separate, so production of new systems could be accurately tracked for our M&V guarantee.
j. Familiarity with Recent CPUC Rulings
Familiarity with recent CPUC rulings regarding California’s Net Energy Metering (NEM) program and have resources to provide the proper assessment and application submittal before deadlines.

Willdan is a trusted policy advisor to the CEC and CPUC. For our end- user clients, as part of the master planning analysis our teams will do a rigorous analysis of the existing utility supply tariffs, time -of-use and various other strategies and methods to look at improving utility costs for our clients.

Willdan demonstrates deep familiarity with recent CPUC rulings on California's Net Energy Metering (NEM) program, ensuring compliance and optimization for the City of Orange's solar initiatives. We are well -versed in the transition from NEM 2.0 to the Net Billing Tariff (NBT, commonly referred to as NEM 3.0) established by CPUC Decision D.22-12-056 in December 2022, which took effect for new interconnections on April 15, 2023, reducing export compensation to avoided cost rates while incentivizing paired sto rage. Subsequent rulings include D.23-11- 068 in November 2023, introducing the Virtual Net Billing Tariff (VNBT) and aggregation subtariff effective February 14, 2024, alongside enhanced consumer protections and prevailing wage requirements under AB 2143.

We are also closely monitoring the ongoing California Supreme Court case challenging NEM 3.0's legality —oral arguments were heard on June 4, 2025, with a decision pending as of July 2025— which could impact future compensation structures and deployment strategies. Our Willdan Financial Services division, staffed with municipal financing experts, provides dedicated resources for comprehensive assessments, including site -specific solar feasibility studies, export credit projections, and interconnection applica tions. We handle all submittals to utilities like Southern California Edison before critical deadlines, leveraging our track record of securing $3B+ in financing, incentives, and grants to maximize rebates under programs like the Inflation Reduction Act while mitigating risks from regulatory shifts.
k. Commitment Team will Perform Energy Services Contract Contractually commit that the team defined in the qualification statement will perform on this energy services contract should it be chosen.

Willdan is prepared to contractually commit to this team to perform the requested services. Should the City or Willdan request new or replacement team members, any changes would be made with the City’s approval. l. Financial Capacity of Firm
Financial capacity of the firm including the disclosure of any bankruptcies, pending litigation, mergers, or office closures which might impede Proposer’s ability to complete the contract.

Willdan’s financial health is strong, and as a 60+-year-old publicly traded company our financials are transparent, audited and published quarterly. For the 12 months ending in June 2024 the company has generated $51 M in Adjusted EBITDA and $48M in cash flow from operations on $550M of revenue. Our balance sheet is supported by a five-member bank syndication providing $100M in term loans plus an additional $50M line of credit under which there were no borrowings and thus was fully available. Our cash balanc e at quarter end was $44M. Our integrated financial management systems provide us the tools to manage cash flows and financial performance over more than 2,000 active projects in our system, and many of those projects include multiple thousands of individual 374
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customer installations under a single utility or municipal contract. Willdan has the financial wherewithal to effectively and efficiently handle the volume of projects you expect to produce.

Willdan has no bankruptcies, pending litigation, mergers, or office closures that might impede its ability to complete the contract with the City of Orange.
m. Capabilities, Experience, and Approach
Describe your firm’s capabilities, experience, and approach to preparing energy assessments and implementing projects for similar agencies.

Included shall be a description of at least five (5) design-build energy projects of similar or greater complexity or power purchasing agreements that your firm has completed within the past five (5) years. Include the following information:
i. Project description (include types of energy and other conservation measures) and ii. Project size (total implementation cost)
Willdan has proven experience developing energy assessments and implementing energy for cities, counties and school districts across California.

The City has ambitious energy conservation, efficiency, and generation goals; making them a reality will require:

1. Aligning future investments with a long-term vision

2. Securing all available funding to maximize scope and minimize capital expenditures, and

3. Engaging the services of an experienced and effective partner with creative solutions and a comprehensive approach customized to the City’s needs.

To meet your energy and operational reduction goals, the City needs a partner that transcends typical ESCOs and the usual, basic approach to energy assessments, project identification, and implementation.

Willdan was founded as a one-stop shop for our municipal clients and continues to operate as much more than your basic ESCO, combining leading energy services, implementation of utility efficiency and electrification programs, municipal engineering, and the financial services of one of the largest municipal providers in th e country under one umbrella.

Capabilities, Experience and Approach to Preparing Energy Assessments The development of an IGA typically begins with several meetings with the owner to become familiar with their buildings, pain points, facility and financial goals, funding criteria, timing, desired measures, etc. Based on these meetings, we move forward into a preliminary master planning effort (ASHRAE Level II). The comprehensive master plan is our first opportunity to begin identifying, prioritizing and refining the scopes aligning with client goals and other requirements. All financial estimates, cash flows, funding sources and other decision-making metrics are included in this effort. This is the foundational “Road Map” and is the basis for moving forward with a more targeted IGA and design effort. The IGA is directed by input from the individual owner and is considered a “design process;” it is not a comprehensive, a-la-cart option to choose from at the end of the effort. Those tasks and refinements have already happened in the master planning effort; therefore, the IGA is a 30-60-90 design process. Numerous collaborative meetings with the District and full design before competitive bidding are cornerstone to Willdan’s IGA process. More detailed design leads to less risk for all parties and lower, more accurate bids from subcontractors.

Capabilities, Experience, and Approach to Implementing Projects Willdan’s approach to project implementation revolves around diligently managing the scope, schedule, budget, and customer expectations to successfully complete every project. We employ business strategies to manage project delivery: careful and complete documentation of the scope, schedule, and budget; frequent dialog with the customer to manage expectations (and documentation of those conversations); weekly review of progress and prioritization of additional resources if needed; allowing ample time for qu ality control; and personal presentation of all progress and final submittals.
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Site supervision is key to the success of our projects. The allocation of site supervision is dependent on project scope and size. The more complex the scope or larger the project size, the more site supervision is required to maintain project schedule and financial responsibility. All our projects have on-site supervision while construction activities are happening.

As each project approaches closeout, O&M Manuals and commissioning reports are provided to the owner. The manuals include all applicable technical, maintenance, and warranty information for the systems and equipment installed. Key contacts with major subcontractors and equipment suppliers are included, although Willdan is the customer’s first contact for warranty issues. Commissioning reports will reflect the verification of proper system operation, with any system deficiencies noted and documented as punch list items to be resolved prior to project close out. Commissioning reports are then updated with the final corrected system parameters or modifications to prove proper system operation.

Once the Willdan team and preferred existing OUSD commissioning partner have ensured successful commissioning of the installed systems and the project has a Notice of Commencement of Energy Savings Date, M&V commences. The M&V engineer monitors utility usage monthly through construction and the M&V period and provides regular updates to OUSD. If any of the utility data reports an irregularity, the Operations Team connects to the system remotely or comes on site at the project location for closer review. Upo n anniversary of the Annual M&V, an M&V report is issued to OUSD. This protocol is maintained throughout the M&V contract duration. Your satisfaction with your energy project investment is our priority.

Further information on our approach to preparing energy assessments and the implementation of those projects can be found in Section 6. Execution Plan.
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i. Project Description (Types of Energy and Other Conservation Measures) ii. Project Size (Total Implementation Cost)
Table 1. Willdan’s Recent Relevant Projects
Customer Name
Contract Dates i. Project Description ii. Project
Size Relevance to City of Orange
City of San Diego, CA
2023-Present

 Multi-phase ESPC project including building
and sport lighting, HVAC, roofing, ASHP
block heaters, PV+BESS, pool heating
electrification, VFD pool pump, onsite
chlorination, water conservation upgrades,
DHW electrification, kitchen electrification,
transformers, plug load controllers, laundry
electrification and advanced streetlighting
upgrades
$150M+ City-wide project to meet EE, water
conservation, address deferred
maintenance, regulatory, and
decarbonization goals
City of Dublin, CA
2019-Present

 Multi-phase design-build energy savings
project including HVAC, building/ energy
management, solar PV, BES systems,
microgrids, EV charging, and LEDs with
advanced controls
$22M City-wide project to meet EE,
regulatory, and decarbonization
goals
California DGS
2019-Present

 ESPC project across three facilities in Los
Angeles, San Diego, and Oakland including
HVAC, central plant upgrades, LEDs with
advanced controls, plumbing retrofits,
microgrids, RCx, and DDC controls
$12M Comprehensive turnkey EPC project
delivery for large municipal office
buildings
City of Fairfield, CA
2020-Present

 Fleet electrification support for 250+ light,
medium, and heavy-duty municipal fleet
vehicles, including vehicle procurement, EV
charging infrastructure, and DER integration;
secured $12.4M in FTA funding
 Project including City administration center
central plant upgrade, City Hall RTU overhaul,
city-wide solar PV, LED lighting, roofing, and
HVAC upgrades
$22M Comprehensive turnkey project
delivery for municipal facilities;
municipal fleet electrification
support
Paramount USD, CA
2024-Present

 2.3MW of solar PV and 44 electric vehicle
chargers across 11 district sites
$17.7M Districtwide solar PV and EV
chargers
Escondido USD, CA
2021-Present

 Complex ESPC project scope across 11
facilities with efficiency upgrades combined
with solar PV, and EV charging infrastructure
$19M Leveraged project savings with
multiple outside funding sources to
pay for the project and achieve net
positive cashflow
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Customer Name
Contract Dates i. Project Description ii. Project
Size Relevance to City of Orange
Yosemite USD, CA
2022-Present

 District-wide energy and facility upgrades
include district-wide solar PV, EV charging
infrastructure, bus electrification, emergency
lighting, and HVAC controls
$7.53M Leveraged project savings with
multiple outside funding sources to
pay for the project and achieve net
positive cashflow
CalTrans District 1, CA
2023-Present
 ESPC project. Scope of work includes: full
HVAC replacing existing gas-fired boiler plant
with air-to-water heat pump; upgrade of
building automation system (BAS); complete
LED lighting ; replacement of all original
windows; installation of new 480-volt, 3-
phase electrical; full decarbonization of the
facility for regular operations; major
electrical infrastructure upgrade to support
expansion of EVCS and electrification;
replacement of existing single pane windows
with double panes; and LED Lighting and
lighting controls
$11.1M This project will achieve a net
energy savings, even while adding
mechanical cooling to the building
(where no previous comfort cooling
systems existed). Additionally, the
project reduces GHG emissions by
89% from the baseline, with plans
for Caltrans to offset emissions fully
in the future using additional solar
PV and/or RECs.

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4. MANAGEMENT AND STAFFING
List the roles, responsibilities and hourly pay rates of the individuals who will be directly involved with the project, including the Project Manager, that will be the primary contact with City staff and any subcontractors, and provide their individual resumes.

Roles, Responsibilities, and Hourly Pay Rates
The team proposed for the City of Orange’s Energy Performance Contract (EPC) or Power Purchase Agreement (PPA) is comprised of highly credentialed, experienced, in-house professionals that to deliver all engineering, construction management, commissioning, and M&V services. A table introducing the individuals proposed is provided on the pages immediately following.

All work will be performed from our California offices, with a focus on providing services from our local Anaheim headquarters.

Table 2. Management and Staffing
Key Staff Relevant Experience Education, Skills, Pay Rate

David Daniel
Executive Oversight
 21 years of experience with energy services and
solutions, account management, and project
development.
 Project experience includes the City of San Diego, Clark County School District, State of California Facilities – Statewide, City of Southlake Tahoe and the City of
Dublin.
 BS, Chemical Engineering,
Syracuse University, NY
 MA, Architecture and
Environmental Studies,
NewSchool of Architecture

Carolyn Kiesner, CEM
Program Oversight
 14 years of experience with successful energy and
infrastructure project engineering, implementation,
M&V, contracting, and financing.
 Completed $275M in energy upgrade projects for 22+
California public agencies and districts, including the City of San Diego, City of Chino Hills, City of Fairfield, Paramount USD, Sonoma County and Escondido USD.
 BS, Mechanical Engineering,
Northern Illinois University,
Dekalb, IL
 Certified Energy Manager

Colton Gorman
Program Manager

 14 years of experience with contributions to the
implementation of over $100M in turnkey energy
efficiency contracts.
 Special focus on working with smaller or remote
community customers.
 Project experience includes the City of Paramount, the City of Chino Hills, the City of San Diego, Paramount
USD, Escondido USD, and Azusa USD.
 BS, Mechanical Engineering,
University of Hawaii at Manoa
 Certified Energy Manager
(CEM)
 Certified Building
Commissioning Professional
(CBPCP)

Thomas Muñoz, PE
Project Development
Director
 31 years of experience in energy efficiency and project management, including building energy management
and DERs, with a focus on decarbonization and
resilience.
 Project experience includes the Cities of San Diego,
South Lake Tahoe, Brisbane, Imperial Beach, and
Vallejo.
 MS, Mechanical Engineering,
California State University
 CA Licensed Professional
Engineer (Mechanical)

Hourly Pay Rate: $195
Hourly Pay Rate: N/A, Overhead
Hourly Pay Rate: N/A, Overhead
Hourly Pay Rate: N/A, Overhead
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Key Staff Relevant Experience Education, Skills, Pay Rate

Ben Laboy, PE
Lead DER Engineer
 8 years of experience with solar PV and battery storage deployments in the public sector.
 Project experience includes the development of PV and BESS projects for Dublin and San Fernando, as well as
microgrid projects for Culver City, Eureka USD, and the Golden Empire Transit District.
 MS, Earth Systems,
Concentration in Energy
Efficiency, Stanford University
 CA Licensed Professional
Engineer (Mechanical)

Tyrone Peter
Civil Engineering Lead
 17 years of experience managing multi-discipline, multi- agency infrastructure projects, ensuring on-time and
within budget delivery.
 Expertise spans highway design, street improvements,
light rail, flood control, and water and sewer projects. He has led feasibility studies, project reports, construction documents, and inspections while effectively managing
large teams and subconsultants.
 Project experience includes the City of Lynnwood, CA, Golden State Water – the City of Lakewood, CA, and the
City of Elk Grove.
 BS, Engineering and Civil
Engineering, Tamil Nadu College
of Engineering
 Civil Engineering, Murugappa
Polytechnic
 CA Licensed Professional
Engineer (Civil): 81888

Taylor Briglio
Clean Mobility Manager
 7 years of experience.
 Leads Willdan’s EV-related work, including fleet
electrification planning and implementation,
infrastructure development and construction, and the
integration of infrastructure into turnkey energy
efficiency and renewable generation projects.
 Project experience includes the City of Fairfield Transit and Municipal Fleet Electrification projects, the City of Inglewood, Madera County, and the City of Camarillo.
 MS, Bren School of
Environmental Science and
Management - UC Santa Barbara
 BS, Environmental Science, UCLA

Bryan Rossi
Mechanical Design
Engineer
 8 years of experience developing energy projects,
focusing on both mechanical engineering design and
project management.
 Has worked with educational, institutional, and public and private sector facilities in various capacities,
including performing 100 Level II and III energy audits and developing 40+ detailed building energy models.
 Project experience includes Multiple buildings for Cisco and the California Energy Commission.
 MS, BS, Mechanical Engineering,
Binghamton University
 CA Licensed Professional
Engineer (Mechanical): 40307

Sripad Kamdadai
Energy Engineer
 6 years of experience in the development of solar PV, BESS, and EV infrastructure network programs and
projects.
 Additional experience in demand response,
sustainability, battery design, and other renewable
energy projects.
 Project experience includes the Cities of Fairfield Transit and Municipal Fleet projects, The Cities of Chino Hills, San Diego & Inglewood, Escondido USD, Evergreen
Public Schools, Biddeford-Saco-Old Orchard Beach
Transit Office, and Washington State Department of
Ecology.
 MS, Mechanical Engineering
(Energy Conversion), University
of Southern California
 BE, Mechanical Engineering,
Anna University, India
 LEED AP, Neighborhood
Development (ND)

Hourly Pay Rate: $145
Hourly Pay Rate: $145
Hourly Pay Rate: $145
Hourly Pay Rate: $145
Hourly Pay Rate: $145
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City of Orange
Key Staff Relevant Experience Education, Skills, Pay Rate

Jamie Gustafson, PE
Mechanical Engineer
 8 years of experience in the development and
implementation of energy efficiency, electrification, EV infrastructure, and renewables.
 Project experience includes Yosemite National Park and the Cities of San Diego, Vallejo, and Dublin, as well as EV charging infrastructure for the Cities of Inglewood
and Dinuba.
 BS, Mechanical Engineering,
Jacobs School of Engineering, UC
San Diego
 CA Licensed Professional
Engineer (Mechanical)
 CEM

Scott Griffith, LEED GA
Water Specialist
 36 years of experience delivering innovative water
conservation solutions.
 Utilizes state-of-the-art data analytics to improve water systems performance, optimizing AMR to AMI
transitions, and implementing SMART SCADA and
integrating the billing systems.
 Project experience includes 80+ water and wastewater
projects, including the City of Paramount, the City of
Fillmore, the City of Chino, Dublin San Ramon Service
District, Padre Dan Municipal Water District, Elsinore
Valley Municipal Water District, and the City of Vallejo.  BA, Architecture, Georgia
Institute of Technology
 BVA, Design & Material
Sciences, Georgia State
University
 International Business Studies,
University of Hong Kong
 LEED Green Associate

Chris Gaddy
AMI Developer
 15 years of project development experience and 8 years of AMI experience.
 Leads project development and manages
implementation, commissioning and billing integration
for new metering and AMI-specific efforts.
 Project experience includes the turnkey delivery of
$15M+ in AMI projects and projects with the Cities of
Fillmore, Irvine Ranch Water District, Paramount, and
Monte Vista.
 BS, Texas Christian University
 AWWA Member
 ASHRAE Associate Member

Esam Rostom
Director of Construction
 27 years of construction experience in turnkey design- build construction management.
 Manages construction personnel, constructability,
subcontractors, project controls, and quality.
 Project experience includes the implementation of
$450M in design-build construction projects.
 BA, Marketing, California State
University Northridge
 Associate DBIA Professional

Mark Effinger
Director of
Commissioning and M&V
 18 years of experience in commissioning and M&V to
ensure high-quality project delivery.
 Project experience includes 100+ commissioning and
energy audit projects covering 35M+ square feet of
facilities for municipal, healthcare, large office,
multifamily, education, retail, and stadiums.
 MS, Mechanical Engineering, UC
Irvine
 Bachelor of Mechanical
Engineering, UC Irvine
 CMVP, CEA, and CCP

Hourly Pay Rate: $125
Hourly Pay Rate: $195
Hourly Pay Rate: $135
Hourly Pay Rate: $145
Hourly Pay Rate: $145
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City of Orange
Key Staff Relevant Experience Education, Skills, Pay Rate Marcey Crowell
Community Engagement
Manager – MBE/WBE
Liaison
 16 years of experience supporting diversity, equity,
inclusion (DEI), and community engagement on public
projects.
 Project experience includes the Cities o f San Diego, Chino Hills, Fillmore, South Lake Tahoe, Fairfield, and Dublin, alongside the development and support of
Willdan’s Vendor Diversity program. Also, organized a
district-wide STEM outreach event for Clark County
School District teachers, featuring hands-on workshops
and lesson plans.
 Procore certified
Annie Mikkelson
Marketing/Entity
Contact
 10 years of experience in the AEC industry.
 Specializes i n the community development,
engagement, marketing, and communications functions
of client projects.
 At-L arge Board Member and Outreach Committee
Chair for Association for Learning Environments (A4LE)
Rocky Mountain Chapter, leading efforts to engage K-
12 stakeholders, expand membership, and promote the
organization’s mission of fostering innovative, student - centered learning environments.
 Project ex perience includes the Yosemite USD STEM
and Flip the Switch event and the Dreamer’s Camp in
Kern County.
 BA, Communications,
University of Colorado
 LEED Green Associate
Juliette Brown
Client Engagement &
Marketing Manager
 27 years of experience coordinating customer events
and community engagement activities, including
PR/networking events.
 Manages the development of proposals, marketing
collateral, press releases, and other promotional
materials.
 Project ex perience includes Kern County STEM Fair,
Yosemite USD STEM event and Flip the Switch,
Montecito USD Living Lab dedication, Columbia
County – John Gumm historical building ribbon
cutting, and the Southern California Edison (SCE) 540
MW BESS project.
 BA, English, Studio Arts, and
German, Western Washington
University, Bellingham, WA
 Six Sigma Green Belt
Individual Resumes
Per the City’s request, project resumes for the individuals identified in the section above are provided in Appendix A.

Hourly Pay Rate: N/A, Overhead
Hourly Pay Rate: N/A, Overhead
Hourly Pay Rate: N/A, Overhead
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12 City of Orange

5. PRIOR RELATED EXPERIENCE AND COMPETENCE
The successful Proposer shall be skilled and regularly engaged in the general class or type of work called for under the Contract and also have no less than five (5) years of experience in the magnitude and character of the work proposed. It is the intention of the City to award a contract to a Proposer who furnishes the satisfactory evidence that they have the requisite experience, ability, sufficient capital, and facilities to enable them to perform the work successfully and properly, and to complete it within the time specified in the Contract. To determine the degree of responsibility to be credited to the Proposer, the City will weigh any evidence that the Proposer has performed satisfactorily on other contracts of like nature, magnitude, and comparable difficulty.

As introduced in previous sections, Willdan has been providing our municipal clients with work scopes similar in magnitude and character to the work envisioned by the City for over 35 years . We’ve completed hundreds of energy projects with public agencies nationwide and have the experience and capabilities to successfully deliver all the services required for the City’s Energy Conservation, Performance Contracting, and Power Purchasing Agreements program(s).

As an added benefit, Willdan’s strategic partner, E Source, brings additional expertise particularly in Advanced Meter Infrastructure (AMI), including recent deployments of Neptune meters and fixed-based AMI – the exact technology that the Orange water department is currently deploying.

List of Representative Projects
Proposer must provide a list of representative projects of similar scope and nature performed within the last five (5) years, particularly projects for other local government agencies. Projects should include both Guaranteed and Shared Savings contracts if available. Include a contact person for each representative project listed.

In the last five years, Willdan has completed $550M of turnkey projects with state and local governments in California. Below, we have provided a matrix including scope overviews for local energy projects we feel best demonstrate our experience in line with the City’s request.

The table provided on the pages immediately following provides information on representative projects of similar scope and nature performed for other local government agencies by members of the Willdan Team. 383

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City of Orange
Table 3. Representative Projects, Willdan Team

Utility Program
Management Services
Energy
Distribution &
Supply
Design
Install
Maintain
County of San Mateo Strategic Energy Master Plan Consulting ✓ ✓ ✓ Merced County Consulting Contract to Develop Region-Wide EV Infrastructure Plan ✓ ✓ ✓
County of Madera Consulting Contract to Develop Fleet Electrification Plan ✓ ✓ ✓ Sonoma County Phase I Turnkey ESPC Projects ✓ ✓ ✓ ✓ ✓
Sonoma County Phase II Turnkey ESPC Projects ✓ ✓ ✓ ✓ ✓ King County Turnkey Biogas DBOOM ESPC Projects ✓ ✓ ✓ ✓ ✓ Alameda County Turnkey ESPC Projects ✓ ✓ ✓ ✓ ✓
California DGS, Elihu Harris IGA, Incentives, and Other Energy Services ✓ ✓ ✓ ✓ CA DGS, Mission Valley Heating and Domestic HW Boiler upgrades, and other Energy Services ✓ ✓ ✓ ✓
City of Dublin
IGA, Incentives, and Other Energy Services, Solar PV, EV Chargers, Microgrid, Public EVCS Infrastructure Master
Plan
✓ ✓ ✓ ✓ ✓
Escondido USD HVAC, Central Plant Upgrades, Solar PV, EVCS, and other Energy Services ✓ ✓ ✓ ✓
Yosemite USD Incentives, Solar PV, Fleet Electrification and other Energy Services ✓ ✓ ✓ ✓
City of Inglewood EV Fleet Electrification and Public EVCS Infrastructure Master Plan ✓ ✓
City of Fairfield EV Fleet Electrification Master Plan, IGA ✓ ✓ City of Arcadia IGA, Utility Meter Engineering, Civil, and other Energy Services
✓ ✓ ✓
City of Bellflower Energy Grant Application & Reporting, and other Energy Services ✓ ✓ ✓ ✓
City of San Diego IGA, Incentives, and Other Energy Services ✓ ✓ ✓ ✓ ✓ City of Carson IGA, Incentives, and other Energy Services ✓ ✓ ✓ ✓ ✓ City of Cathedral City Energy Services & Master Planning ✓ ✓ ✓ ✓ City of Chino Hills IGA, Civil Engineering, and other Energy Services ✓ ✓ ✓ ✓ City of Claremont IGA, Incentives, and other Energy Services ✓ ✓ ✓ ✓ ✓ City of Diamond Bar IGA, Incentives, and other Energy Services ✓ ✓ ✓ ✓ ✓ City of El Segundo IGA, Incentives, and other Energy Services ✓ ✓ ✓ ✓ City of Elk Grove Energy Services, and LED Streetlighting ✓ ✓ ✓ ✓ ✓ City of La Puente IGA, Incentives, and other Energy Services ✓ ✓ ✓ ✓ 384

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City of Orange

Utility Program
Management Services
Energy
Distribution &
Supply
Design
Install
Maintain
City of Lakewood IGA, Incentives, and other Energy Services ✓ ✓ ✓ ✓ ✓ City of Manhattan Beach Energy Services, Solar PV, CCA Support ✓ ✓ ✓ ✓ City of Milpitas Energy Services ✓ ✓ ✓
City of Newport Beach IGA, Incentives, other Energy Services, and LED Streetlighting ✓ ✓ ✓ ✓ ✓
City of Norwalk IGA, Incentives, and other Energy Services ✓ ✓ ✓ ✓ ✓ City of Palm Springs IGA, Incentives, and other Energy Services, and Solar PV ✓ ✓ ✓ ✓ ✓ City of Palo Alto Energy Services ✓
City of Pico Rivera Energy Grant Application & Reporting and Energy Services ✓ ✓ ✓ ✓ ✓ City of Rancho Cucamonga IGA, Incentives, Benchmarking, and Solar PV ✓ ✓ ✓ ✓ ✓ City of Rosemead IGA, Incentives, and other Energy Services ✓ ✓ ✓ ✓ ✓ City of San Bernardino Energy Services ✓ ✓
City of San Francisco Energy Services, Solar PV ✓ ✓ ✓ ✓ ✓ City of Santa Monica Energy Services ✓ ✓
City of South Lake Tahoe Energy Services ✓ ✓ ✓ ✓ ✓
City of Stockton IGA, Incentives, other Energy Services, Design-Build ✓ ✓ ✓ ✓ City of Temple City IGA, Incentives, and other Energy Services ✓ ✓ ✓ ✓ ✓ City of West Covina IGA, Incentives, and LED Streetlighting ✓ ✓ City of Westminster IGA, Incentives, and other Energy Services ✓ ✓ ✓ City of Beverly Hills Advanced Metering Infrastructure ✓ ✓ City of Palo Alto Advanced Metering Infrastructure ✓ ✓ City of Roseville Advanced Metering Infrastructure ✓
City of San Jose Advanced Metering Infrastructure ✓ ✓
City of Santa Ana Advanced Metering Infrastructure ✓ ✓ City of Santa Barbara Advanced Metering Infrastructure ✓ ✓ City of Vallejo Advanced Metering Infrastructure ✓ ✓
Crescenta Valley Water District Advanced Metering Infrastructure ✓ ✓ Long Beach Water Department Advanced Metering Infrastructure ✓ ✓ Mesa Water District Advanced Metering Infrastructure ✓ ✓ Riverside Public Utilities Advanced Metering Infrastructure ✓ ✓

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13 City of Orange
Minimum of Three (3) City References of Cities
Proposer must also provide a minimum of three (3) references of cities that have received or currently are receiving similar services. The references must include a contact person’s name, title, contact information, and brief description of final project executed from Proposer’s IGA.

Note: The City is interested in benefitting from an unbiased, value-based program to address its needs through a vendor-neutral ESCO. Therefore the Proposer must also demonstrate its willingness and past experience in providing projects that deploy solutions which incorporate equipment, controls and related products and services independent of its own specific business portfolio.

Per the City’s request, references and detailed information for the five projects we feel best represent the scope and features of the City of Orange’s project(s) are provided on the pages immediately following.

References: Willdan
City Name:

City of San Diego Brief Description of Project
Contact Person’s Name,
Title, and Contact
Information
Project Size:
54 sites, 50,000
streetlights

Project Description:

Willdan was selected by the City of San Diego to develop comprehensive turnkey energy measures, with Phase 1
addressing 54 sites including facilities, parks, and over 50,000 streetlights.

Measures to be implemented include:

Building and sport lighting; HVAC; Roofing; ASHP block
heater; PV+BESS; Pool heating electrification; VFD pool pump, and onsite chlorination; Water conservation
upgrades; DHW and kitchen electrification; Transformers; Plug load controllers; Laundry electrification; and Advanced streetlighting upgrades.

Willdan also provided grant application support for multiple programs.

Lindsey Hawes, Municipal
Energy Program Manager
Sustainability & Mobility
Department

City of San Diego
805.705.4732
[email protected]

City Name:

City of Chino Hills Brief Description of Project
Contact Person’s Name,
Title, and Contact
Information
Project Size:

Citywide
$9 M
Contract Start/End Dates:

Phase I Construction
completion 2024; Phase II
ongoing
Project Description:

Willdan was selected by the City of Chino Hills to develop a comprehensive Energy Efficiency and Renewable Energy/
EVCS project.

Measures installed include: Microgrid; 1.4 MW DC of solar photovoltaic (PV) systems across 6 City sites; 880 kWh of BESS, including two islanded microgrids; Electrical
infrastructure to add full facility to existing generator for resiliency; 16 public EV charging stations for four sites; HVAC upgrade at City Public Works offices; and LED lighting retrofit and new lighting controls including sports field lighting, and interior office lighting scopes.

Project is achieving $510k/year utility savings, and received ~$3.5M in incentives & tax credits.

Jarrod Manuel, Facilities
Supervisor

City of Chino Hills
[email protected]
(note: client requests email
contacts only)
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City Name:

City of Fillmore Brief Description of Project
Contact Person’s Name,
Title, and Contact
Information
Project Size:
4000 Accounts
$5.2 M
Contract Start/End Dates:
2023-2025

Project Description:

The City of Fillmore contracted with Willdan for a meter system assessment, covering meters to billing.

Willdan presented assessment findings to City Council,
resulting in a contract to provide design and development services in late 2023.

As a result, Willdan developed and implemented a $5.2M
water meter and AMI upgrade project.

Features of the AMI project include: Zenner ultrasonic
meters for sizes 2” and below; Honeywell ultrasonic meters for sized 3” and larger; AmCoBi Aquacell for cellular
endpoints; and AquaHawk customer and operational portal, with support for 20 years.

The project is expected to save the City $630,00 annually.

Erika Herrera -Terriquez,
City Manager

City of Fillmore
[email protected]
805.946.1712

City Name:

City of South Lake
Tahoe
Brief Description of Project
Contact Person’s Name,
Title, and Contact
Information
Project Size:

City-wide
$12 M

Project Description:

Willdan worked with the City of Lake Tahoe to develop a $12 M energy and infrastructure upgrade project.

The project contributes toward the City’s 59.2% GHG and 50% carbon emissions reductions goals by 2030, and
provides significant community engagement opportunities for the City.

Measures include: Cogeneration microturbine; Solar PV (242 and 173 kW DC canopies); Building automation controls and thermostats; Efficient CO2 ice plant for Ice Arena; Water meters; and Efficient power transformers.

Projected Lifetime savings: $36 M.

Sara Letton,
Sustainability Coordinator

City of South Lake Tahoe
[email protected]
530.542.6175

“As stewards of the Lake Tahoe Basin and the natural beauty that it holds, we are proud to have a project that will help us preserve the quality of our mountain air and save taxpayers money in the long- run. This project benefits all of us, and we hope it can be a model for future improvement in our City.” – Sara Letton, Sustainability Coordinator for the City of South Lake Tahoe 387
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15 City of Orange
City Name:

City of Fairfield Brief Description of Project
Contact Person’s Name,
Title, and Contact
Information
Project Size:

City-wide
$30 M

Project Description:

Willdan provided turn-key design-build delivery of $30M in repairs and upgrades through a self-funding project ESPC project. The project also achieved $3.9 M in project
incentives, extending the benefit further.

The project included onsite generation of clean renewable energy (1.9 MW of production annually), and deferred
maintenance and other deficiencies at critical facilities, improves health and safety, comfort, reliability, and
resiliency, and substantially reduces the City’s carbon emissions.

Measures include: Solar PV; EV Charging; LED Lighting; Civic Center Central Utility Plant; HVAC & Controls; BAS
Integration; Retrocommissioning; Roofing; City Hall
Acoustical Ceiling Tiles; Irrigation Controls; and Domestic Water Heaters.

Marisa Cumpian, Sr.

Management Analyst

City of Fairfield
[email protected]
707.428.7494
Wildan Partner project references

City Name:

City of Oceanside –
Water Utilities
Brief Description of Project
Contact Person’s Name,
Title, and Contact
Information
Project Size:
44,000 water accounts

Contract Start/End Dates:

May 2017 – May 2024
Project Description:

Key members of the Willdan AMI team guided the City of
Oceanside through the development and deployment of an
AMI project. Their support included an AMI assessment and business case, procurement assistance, and implementation of a full AMI system comprising new meters, a Meter Data Management System (MDMS), and communications
infrastructure.

The team also provided program management, developed a
stakeholder engagement plan, and recommended targeted
large meter and valve replacements, including piping
modifications to accommodate test ports and bypasses.

Chaz Olloqui
Management Analyst - AMI

City of Oceanside
706.435.5845
[email protected]

"Willdan was an excellent partner in developing comprehensive energy solutions for our city, and through that implementing a first-phase project to address our critical facility needs as well as produce over $45M in lifetime project savings. The Willdan team was thorough and very effective in providing both technical solutions and creative funding options, and helped us to leverage a variety of available funding sources to support our project. Their expert guidance, responsiveness, and collaborative approach was key to delivering a project that has broad stakeholder support while providing upgrades to many of our city's facilities."
– Marisa Cumpian, Sr. Management Analyst, City of Fairfield

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City of Orange

6. EXECUTION PLAN
Detailed Work Plan
The plan represents the Proposer’s offer of services to the City. The proposed execution plan must include a detailed work plan describing how the Proposer will meet the project objective in the most cost-efficient and timely manner. The plan is to provide a detailed explanation of the Proposer’s approach in performing the services described in the RFQ/Proposal Scope of Work section outlined above.

Willdan will use sound engineering, construction, and financial expertise to deliver a program that maximizes energy savings, reduces operational costs, and modernizes the City’s portfolio. We have included details on our process below.

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17 City of Orange
The City has ambitious energy conservation and efficiency goals; making them a reality will require:

1. Aligning future investments with a long-term vision

2. Securing all available funding to maximize scope and minimize capital expenditures, and

3. Engaging the services of an experienced and effective partner with creative solutions and a comprehensive
approach customized to the City’s needs.

In developing an ESPC project for the City, we know from experience that streamlined processes and shortcuts just don’t work. That’s why we’ve developed a technical approach that is both systematic and thorough – reducing the risks for our customers and delivering the lowest long-term cost.

Approach in Performing Services Described
Planning and Analysis
Benchmark & Prioritize
Stakeholder
Interviews
 Engage administration and stakeholders in discussion to understand future capital plans and long-term goals
 Engage site operating personnel in discussion to help identify major issues or potential capital improvements meriting further study
Utility &
Maintenance
Analysis
 Collect 2-3 years of electric, gas and water usage at all City facilities  Analyze each building’s energy usage in relation to its square footage, benchmarking the results from other buildings of similar size and function  Review maintenance expenditures to identify major issues, regardless of energy index Site Operation &
Schedule
 Complete site walk-throughs to gather additional specific information on mechanical, electrical, plumbing, lighting, building envelope, and technology systems, and operation  Conduct as-built drawing and specification reviews, as needed B3
Benchmarking
 Buildings, Benchmarks, and Beyond (B3) is a custom online tool that quickly and accurately identifies buildings with the greatest potential for energy improvement – and maximum return on investment
Decision-Making
Matrix
 Evaluate each facility with the following key inputs: opportunities for reduced energy and maintenance expenditures, B3 Benchmarking, capital priorities, and site/infrastructure imminent need
Building
Prioritization
 Discuss matrix results and develop priorities and future project phasing, in collaboration with Orange stakeholders
Design and Final Pricing
Evaluate & Recommend Solutions
ASHRAE Level 2
Audit
 Establish existing equipment conditions and facility operations  Complete a detailed review of as-built drawings, data logging, and building automation controls trend analysis
 Conduct additional staff interviews and comprehensive building walkthroughs Comprehensive
Energy
Modeling
 Detailed building energy simulation based on exact building geometry, construction, and operation, utilizing the enhanced mode of eQuest
 Energy models are calibrated to existing utility consumption and weather to ensure a highly accurate model
"Willdan’s team of expert engineers &
architects were able to creatively navigate
budget constraints while still meeting the
city’s expectations and goals. As a premier
design-builder, Willdan’s team were able
to provide incredible long-term solutions
in a guaranteed fashion."
– Gordon M. Public Works Director,
City of Stockton

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Project Implementation
Management During Project Construction
Onsite
Construction
Management
 An in-house construction manager is onsite for the entirety of the implementation phase  The lead construction manager will coordinate scheduling to minimize disruptions and maximize efficiency across the various trades implementing the project scope Project
Management
Plan (PMP)
 Finalize requirements and procedures for implementation, safety plan, integration, commissioning, testing procedures, and communications plan  Clearly assign responsibility and develop a master schedule to maintain a common set of activities for project elements
Weekly
Coordination
 Our construction management and installing contractors meet with Orange staff weekly to discuss project progress
 Meeting agenda includes maintaining critical path scheduling and information flow, reviewing routine quality control inspections, and addressing any issues Schedule
 We specialize in working around building occupancy requirements, completing invasive work around the City’s schedule to avoid disruption
 We establish accurate construction phasing and scheduling details using detailed design and through collaboration with Orange stakeholders and subcontractors Project
Coordination
 We require all trades to provide a three-week advance schedule for each weekly coordination meeting
 A “look ahead” schedule is used as the basis for planning and communication with local utilities, subcontractors, equipment suppliers, and facility personnel Project
Schedule
 Construction management team will facilitate discussions between Orange staff and subcontractor staff to maintain critical path scheduling and information flow, review routine quality control inspections, and address any issues
Scope Changes  We provide a fixed cost, turnkey ESPC
 If a Willdan omission or error requires a change in scope, Willdan covers the cost of this change Iterative Fine-
Tuning
 Our commissioning (Cx) agents help finalize Cx procedures to be used during construction, building upon the critical foundation set in the Technical Audit  All post-construction support is managed by Willdan, for full accountability to Orange

Evaluate & Recommend Solutions
Schematic
Design
 Preliminary sizing and layout of concepts
 Used as the basis for cost estimates and energy savings estimates through energy modeling Life-Cycle
Costing
 Evaluate multiple equipment and system options to provide unbiased recommendations for informed decision-making
 Include details of utility rate impact and the total cost over the system’s lifetime Recommend
Solutions
 Orange staff and our design engineers collaborate to refine scope and confirm project intent leading into detailed project design
 Scope review ensures our intensive engineering process in Phase II focuses on Orange’s highest priorities, while still completing the audit in a timely manner 391

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Performance Maximization
Ongoing Services Including Measurement and Verification (M&V) M&V
 Willdan adheres to the International Performance Measurement and Verification Protocol (IPMVP), prioritizing Option C (Whole Facility) where feasible, to provide transparent, meter-level verification of savings based on actual utility data.
 Annual M&V reports detail energy and cost savings (e.g., projected 25-35% reductions across facilities), with Willdan reimbursing any shortfalls under our guaranteed savings model to minimize financial risk.

Ongoing Service
and Support
 Our O&M Guarantee is available as an optional service, covering maintenance, monitoring, and repairs for all installed ECMs (e.g., AMI meters, VFDs, solar systems) throughout the contract term (10-20 years).
 Dedicated support includes remote monitoring, proactive optimizations, and 24/7 response for critical systems, ensuring long-term performance, resiliency, and reduced peak demands.

Ongoing
Education
 Through the Willdan Clean Energy Academy (WCEA), we deliver free, customized training for City staff on ECM operation and maintenance (e.g., smart irrigation controls, HVAC systems), with hands- on modules to enhance safety and efficiency.
 Online and in-person courses prepare participants for certifications, supporting occupant comfort, job creation, and the City's hybrid CAP goals for 80% GHG reductions by 205 Community
Engagement and
PR
 Willdan's Local Business Incubator, partnered with utilities and minority-owned firms, offers free training and mentorship to 100-200 local residents, fostering green jobs in clean energy and stimulating economic development in underserved communities.  We will facilitate public workshops, PR campaigns, and success stories (e.g., $7M savings from AMI rollout) to highlight Orange's sustainability leadership, boosting community pride and positive recognition.

Outline of Approach to Preparing the Initial Assessment and Subsequent IGA
The plan should also include an outline of the approach to preparing the initial assessment and subsequent IGA, as referenced in this RFQ/Proposal. It will outline energy conservation measure descriptions, cost and savings identified for similar projects. The plan should outline how the Proposer will focus on the City’s facilities and Request for infrastructure and be broken into separate projects, by site, with approximate energy, water, maintenance and cost savings, as well as costs on a project by project or measure by measure basis. All projects should also be summarized.

Energy Conservation Measure Descriptions, Cost and Savings Identified for Similar Projects
We have provided highlights from relevant local energy projects and their associated scopes below.

Implementation of Energy Conservation Measures in Similar Projects ECM & Willdan Implementation Experience Highlight Proposed Application for City of Orange EV Infrastructure
Developed electric vehicle charging station (EVCS) plans for Cities of Dublin, Inglewood, Dinuba and regional Metropolitan Planning Organizations (MPOs): Southern California Association of Governments (SCAG), Tulare County Association of
Governments (TCAG), and Merced County Association of
Governments (MCAG), determining long-term Level 2, Level 3, and direct current fast charging (DCFC) for local and state goals.  Developed preliminary plans for 150+ sites for priority locations to support public, staff, and fleet charging.  Implementation of EVs includes Dublin and Paramount,
Escondido and Yosemite USDs, and Sonoma County.
 Collaborate on long-term public EVCS needs.
 Align with Orange County EVCS Blueprint.
 Develop EVCS projects on City-owned sites to meet needs and goals.
 Ensure proposed solar shade canopies will meet current EV charging code requirements.
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Request for Qualifications/Proposals:

Energy Conservation, Performance Contracting, and Power Purchasing

20 City of Orange
ECM & Willdan Implementation Experience Highlight Proposed Application for City of Orange Fleet Electrification
Completed fleet electrification analysis for 13,000+ vehicles across 35+ fleets.
 Fleet plans include a long-term charging strategy, phased implementation plan, preliminary design for first tranche of EVCS, and identify and support applying for funding
opportunities.
 Helped clients obtain 15M+ in federal, state, and local EV- specific funding and we manage utility make-ready program application for fleets to secure funding for the Cities of Fairfield, Inglewood, and Imperial Beach.
 Develop long-term plan and charging strategy to convert the City’s fleet vehicles and equipment to zero emissions in compliance with Advanced Clean Fleet (ACF) and
Advanced Clean Cars (ACC) II Rules.
 Leverage SCE’s EV Fleet Program to subsidize EV
infrastructure cost for initial EVCS building to support 5+ years of charging needs.
 Use other funding sources (IRA, Energize, SJVAPCD Carl Moyer) to fill in remaining gaps.

Streetlighting
Performed a retrofit of streetlights for City of Elk Grove.  Inventoried 12,000 streetlights and implemented a
demonstration project to test features for effectiveness and appearance.
 Performed PS&E, helped obtain utility incentives, and managed installation of efficient streetlights, saving the City

4.1M kWh annually, and $400K in annual utility and
maintenance costs.

For the City of San Diego, we evaluated 30k+ of streetlighting, generating $1.5M+ in annual operation savings and $700K in annual energy savings.

We understand the City upgraded approximately 8,000 city- owned streetlights to LEDs in 2017/2018, providing energy savings and significant operational savings.
 Evaluate what has and has not yet been upgraded and City streetlighting safety and infrastructure concerns.
 Use GIS mapping to evaluate project opportunity

Lighting - Indoor
Willdan is implementing a multi-year LED and controls upgrade project for Los Angeles Unified School District, the second- largest K-12 in the U.S. with 1,438 schools and 75M+ sf of facilities. 100%-funded by utility incentives, this program has delivered 22.9M+ kWh in savings to date.
 Improve safety, illumination + aesthetics and reduce
energy consumption + high energy costs.
 Back up data on energy consumption, expected savings, and comparison with proposed system.

Lighting - Exterior
For California DGS, Willdan is implementing facility-wide deep building energy and infrastructure improvements across a portfolio of state-owned, fully occupied office buildings.  Measures include advanced LED interior/ exterior lighting renovations and controls, security/ IT, mechanical, and water with zero upfront expense.
 A comprehensive O&M package was designed and provided to help DGS staff.
 Improve safety, illumination + aesthetics and reduce
energy consumption + high energy costs.
 Back up data on energy consumption, expected savings, and comparison with proposed system.

Solar PV, Battery Storage and Microgrids
Delivered 300+ MW of DER projects, for 100+ clients
nationwide, including 100+ MW of solar PV, 40+ BESS projects, and 20+ microgrids.
 Evaluate the City of Orange’s diverse facility portfolio— including the Corporation Yard, fire stations, parking
structures, reservoirs, parks, and community centers—for additional solar PV feasibility, building on existing
installations at four sites (New Fire Station parking lot, 393

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Energy Conservation, Performance Contracting, and Power Purchasing

21 City of Orange
ECM & Willdan Implementation Experience Highlight Proposed Application for City of Orange  Optimized system size for local utilities net energy metering policies to maximize savings.
 For the City of Turlock we partnered with Erthos to develop a 1MW earth mounted solar array. By eliminating the
structural steel of a traditional ground mount system, we saved the City over 30% in project costs.
 At the City of Dublin we implemented 3 microgrids at
community centers and critical facilities to provide battery back up generation and reduction in demand charges.

Police Department, Fire Station 4, and Old Towne Parking Structure), while optimizing system sizes under
California’s Net Billing Tariff (NEM 3.0) rules by pairing with BESS where appropriate to manage peak demands
and enhance resiliency.
 Evaluate microgrid and backup generation needs for
critical facilities like public safety buildings and water infrastructure, aligning with available grants and
incentives (e.g., through the Inflation Reduction Act and SCE programs) to support the City’s hybrid Climate Action Plan and long-term GHG reduction goals.
 Maximize land use on City-owned properties, such as
reservoirs and parks, by evaluating innovative ground-
mounted solar PV systems like Erthos’ earth-flat
technology for cost-effective, low-impact deployments
under Power Purchase Agreements (PPAs).

HPWH – Space Heating
For Cisco Systems San Jose Campus Building Q, provided
turnkey installation of a Trane AXM030 heat pump and two (2) Raypak H7-1007 condensing boilers, allowing our team to size the heat pump to serve a majority of the heating load.
 New boilers will economically provide peaking capacity and backup for heat pump systems.
 Significant decarbonization gains were achieved.

Create a detailed inventory of existing systems and
equipment across all buildings.
 Prioritize replacement of end-of-life equipment and
systems where electrification makes financial sense.
 Exhaust all grant, incentive, and other funding
opportunities to maximize the upgrades business case.

HPWH – Domestic Water
For Kaiser Permanente, our team performed turnkey (design, engineering, and construction) installation of HPWHs at 80 sites to replace gas-fired DHW heaters.
 This included $600K in incentives and a portfolio IRR of 109% first- year therm savings of 112,000.
 Confirm potential for grant money in SCE and SoCalGas incentive benefits (e.g., up to $3,100 per unit via TECH Clean California) for heat pump water heaters (HPWHs)
and/or tankless natural gas heaters across the City's civic and community facilities, such as City Hall, community
centers, libraries, and fire stations (based on specific central vs. distributed systems).

Water Meters
Our water team, along with our strategic partner E Source, brings 90+ years of collective experience in water delivery upgrade projects (e.g., lifts, pump stations, water meters, and waterside infrastructure), directly applicable to the City of Orange's utility with its 10 wells, 15 reservoirs, 15 pump stations, and ~36,500 service connections.
 For the Cities of Paramount and Fillmore, we developed and implemented a meter replacement/AMI upgrade project for 11,000+ accounts. We completed an initial system
assessment to identify water loss and conservation
opportunities and develop self-funding performance
We understand that the City of Orange is exploring AMI
upgrades for its municipal water utility, with 25% of its ~36,500 service connections already converted to Neptune meters and the remaining 75% planned over the next 7-10 years.
 Provide a streamlined approach for funding and
implementation at scale to dramatically increase the pace of conversion, delivering $2.1M+ in annual revenue
recovery through reduced water loss and enhanced
efficiency, all self-funded via guaranteed savings without upfront capital or rate increases.
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Energy Conservation, Performance Contracting, and Power Purchasing

22 City of Orange
ECM & Willdan Implementation Experience Highlight Proposed Application for City of Orange contracts that did not require separate capital funds or rate increases.
 All water measures paid for themselves over time, and we propose a similar expedited approach for Orange's
remaining ~27,000 meters (75% of total), accelerating
beyond the 7-10 year plan to deliver $2.1M+ in annual
revenue recovery through reduced non-revenue water loss and enhanced efficiency.
 Utilize experience assisting 6+ California utilities in pursuing WaterSMART grant funding from the Bureau of
Reclamation (BOR), along with other incentives (e.g., SCE rebates), to maximize non-City resources for the project.  Work closely with E Source to evaluate all lift and pump opportunities across the City's 15 pump stations, 10 wells, and reservoirs, with the goal of upgrading equipment
(e.g., adding VFDs and soft starters) and realizing water and energy efficiencies in the system.

Retro-commissioning (RCx)
Willdan provided comprehensive RCx services for the Metasys BMS system, air distribution systems, hydronic systems, central plant, lighting controls, access controls, and all other dynamic systems within for the Elihu Harris State Building in downtown Oakland
(built in 1998, 1.17M sf).
 This resulted in $168K+ in annual utility savings, improved comfort, and optimizing 20-year-old equipment so it works better than when originally installed and will function until it is replaced in the next decade.

Perform rigorous RCx to identify equipment and control
systems with useful life remaining and only in need of a “tune-up” to optimize operation, efficiency, and indoor environment quality. Provide a suite of services including:
 Cx, RCx, MBCx, and various solutions to ensure optimal long-term systems operations as part of ongoing client
support.

HVAC and Controls
Our in-house team of PEs, CEMs, PMPs, BCxAs, and CMVPs have designed, implemented, and guaranteed the performance of hundreds of turnkey retrofit HVAC and building automation system/controls projects for local governments over the last 30+ years.
 Because we are not tied to any product, vendor, or
subcontractor, we develop ideal solutions for our client’s facilities.
 From simple single-zone heat pumps to air-to-water heat pumps, and even complex ground-source VRF systems, our
team utilizes a Lifecycle Cost/Total Cost of Ownership
approach to work with clients to identify the ideal HVAC and controls solutions that fit their unique goals and
requirements.

We have observed many City of Orange buildings: City Hall, Corporation Yard (including Public Works and Water Division buildings), Police Department, Fire Headquarters (new and original), eight active Fire Stations (plus the former station at 176 S. Grand Street), Old Towne Orange Parking Structure, community centers, public libraries, water wells, reservoirs, and pump stations.
 Leverage our experience with similar buildings from the same vintages (early 20th century to 2020s) and central system types.
 Retrofit HVAC systems to improve comfort, indoor air
quality, electrification, and meet resiliency goals along with standardizing control systems across buildings to
improve ease-of-use, optimize operation, and maximize
cost savings.

From this list, Willdan will make sure to prioritize and assess with further any and all measures favored by the City. 395

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Energy Conservation, Performance Contracting, and Power Purchasing

City of Orange
Project Schedules
Include a project schedule showing start and completion dates for the specific tasks, including milestone dates and processing time for review by the City.

Project Schedule: Full Project

AMI Acceleration Plan
Willdan proposes a streamlined, concurrent project schedule to accelerate implementation while respecting the City of Orange's distinct funding streams, ensuring no upfront capital outlay and alignment with your operational and fiscal goals. Drawing from our 42-year history serving the City and experience across all Orange County municipalities, we recognize that the AMI water meter project is funded through the enterprise water fund while other Energy Conservation Measures (ECMs)—such as HVAC optimizations, solar expansions, lighting retrofits, and BESS—are typically supported by the general fund. To maximize efficiency and minimize disruptions, we will run two parallel tracks: one dedicated to the expedited AMI rollout for the remaining ~22,000 meters, and another for the broader ECM portfolio. This dual-track approach allows for faster delivery of high-impact savings, like the projected $2.1M annual revenue recovery from AMI, while enabling flexible phasing across facilities.

This concurrent schedule compresses the overall timeline to 18-24 months for full implementation, delivering $7M+ in cumulative savings advantages while minimizing financial/technical risks through our bonding capacity 396

Request for Qualifications/Proposals:

Energy Conservation, Performance Contracting, and Power Purchasing

City of Orange
($500M+), performance guarantees, and risk assumption. By separating funding streams, we optimize budget allocation, foster economic development via local job creation, and support your hybrid CAP for 40 % GHG reductions by 2030.

Project Schedule: AMI Acceleration Plan

By electing to implement the AMI Acceleration Project Plan above, the City will benefit from the following positive cash flows:

Materials Only Comparison of Cumulative Cashflows

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Energy Conservation, Performance Contracting, and Power Purchasing

23 City of Orange

7. LITIGATION DISCLOSURE
Describe any involvement as a party in any formal litigation, arbitration or mediation associated with savings performance on an energy savings contract, power purchasing agreement, or specifically related to an Investment Grade Audit (IGA) agreement in the last five years under any previous or current firm names, along with a description of the nature and outcome of such litigation.

Formal Litigation, Arbitration or Mediation
Willdan Energy Solutions is not a party to any formal litigation, arbitration or mediation associated with savings performance on an energy savings contract or related to an IGA agreement in the last five years.

8. FINANCIAL STABILITY
Proposer will provide proof of financial stability including income statements, balance sheets, and statements of changes for the three (3) most recently completed fiscal years. If audited financial statements are not available, provide evidence of the level of third party review of the financial statements. Proposer shall also provide documentation regarding levels of financing available from a financial institution.

Proof of Financial Stability
Willdan’s financial health is strong, with our financials transparent, audited, and published quarterly. Per the City’s request, truncated audited financial statements (including income statements, balance sheets, and statements of changes) covering the three (3) most recently completed fiscal years are provided as Appendix B.

A complete copy of Willdan’s latest Annual Report can be found here:

Willdan 10-K Annual Report YE 12-2024
With full copies of reports for the last several years available here:

EDGAR Entity Landing Page - Willdan Inc.

Documentation of Financing Available
Willdan has a $200M fin ancing facility w ith a consortium of five banks that includes a $50M line of credit, which is currently unused. As a NASDAQ-listed company, we have access to public equity and debt markets to fund capital needs for growth. Willdan has been in operation for over 60 years and has tracked revenue related to EE since 2009.

A letter from Willdan’s bank (BMO) has been provided as Appendix C, which demonstrates our levels of financing available.
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Energy Conservation, Performance Contracting, and Power Purchasing

24 City of Orange

9. COMPENSATION/FEE SCHEDULE
All SOQ/Proposals shall include a detailed breakdown of the compensation proposed, for work as outlined in Scope of Work section. The SOQ/Proposals should include a breakdown of all costs including hourly rates and reimbursement schedule.

Detailed Breakdown of Compensation Proposed
Compensation/Fee Schedule
All SOQ/Proposals shall include a detailed breakdown of the compensation proposed for work as outlined in the Scope of Work section. Rather than offering a $0 IGA fee like other ESCOs may attempt to do, Willdan proposes an IGA fee structure that follows a no-cost preliminary Energy Master Plan of the entirety of the City’s buildings and infrastructure. This allows our development team to best understand your needs —so a transparent, negotiable contingency IGA fee can be established.

Our typical Municipality IGA fee is based on scale and complexity and is exclusively an “Exit Fee,” meaning it is ONLY due if the City elects NOT to move forward with any turnkey project into construction at the end of the IGA process. As outlined in section 7, our team delivers a more robust IGA with more upfront design, analysis, and risk mitigation.

As mentioned in the Project Approach, Willdan completes IGAs in two steps:

1. Preliminary Energy Master Planning Audit
No upfront costs or exit fees to the City; allows the team to frame the project (rough order of magnitude savings, cost, and GHG impact) and decide what to proceed on within the more rigorous second step of the IGA.  No-fee structure allows us to offer a competitive first step to other ESCOs’ “$0 IGA.”  Allows development team to best understand your needs—so a transparent, negotiable contingency IGA fee can be established on only the scope and buildings the City truly wants to spend time on.

2. Investment Grade Audit (IGA)
Our typical Municipality IGA fee ($0.14/square foot) is exclusively an “Exit Fee,” meaning it is ONLY due if the City elects NOT to move forward with any turnkey project into construction at the end of the IGA process. As outlined in our Project Approach, our team delivers a more robust IGA with more upfront design, analysis, and risk mitigation.

Willdan’s pricing would be estimated at:

Cost Proposal = $0.14/square foot * 500,000 square feet = $70,000 (Exit Fee only).

This fee encompasses a detailed breakdown of all costs for the IGA work, including labor (based on the hourly rates outlined in the Management and Staffing section of this proposal, such as Project Manager at $195/hour, Energy Engineer at $145/hour, and others), materials, and any necessary subcontractors. The total compensation for the IGA is fully included within the $0.14/square foot rate, ensuring no additional charges unless the City proceeds to construction.

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Appendix:

Appendix A: Project Resumes
Appendix B: Audited Financials
Appendix C: Bank Letter
Appendix D: Required Forms
400
Appendix A: Project Resumes
401
David Daniel, AIA, LEED AP
Executive Oversight
David Daniel will be responsible for overseeing this project and contract with the City of Orange. David has led our team to the implementation of 100+ turnkey energy efficiency and design-build contracts totaling over $500M. David is responsible for developing actionable strategies for achieving our Vision goal of forming partnerships on each of projects that engage communities to challenge limits and go beyond to create built environments that promote opportunity, wellbeing and sustainability. David’s expertise is centered in understanding the client needs and working with the Willdan team to shape an offering which meets clients’ goals. David is a southern California native, engaged with the local community and is a highly sought after speaker for local and national organizations including Department of Energy, NAESCO & AIA.

Recent Project Experience
City of San Diego. David is providing Executive Oversight and Program Management for this 400+ facility turnkey energy efficiency and decarbonization project, to be executed in phases. Phase 1 scope includes 50+ sites and citywide streetlight conversions totaling over $150M in construction costs. David has helped this client, with significant capital constraints (no upfront costs) with aggressive decarbonization and zero net energy goals, craft a project that will not impact the general fund and provide the City with millions of dollars in savings. Key measures included balancing energy efficiency and decarbonization with major deferred maintenance needs, including new roofing, civil & ADA upgrades and building envelope improvements.

State of California Facilities– Statewide, California. David led the development of three facilities in San Diego, Los Angeles, and Oakland, resulting in over $12M in turnkey construction with over $900k in guaranteed annual energy savings. The projects also included over $6M in utility on-bill financing. Project scopes include central plant upgrades, building management system replacement, lighting and controls retrofits, and extensive retro-commissioning.

County of San Luis Obispo. David led the development of a ~$5M energy savings performance contract addressing HVAC, controls, retrocommissioning, lighting, indoor air quality improvements, water and extensive deferred maintenance. The project includes two detention centers and a juvenile facility with poor indoor air quality that will be addressed.

City of Dublin. David led the development of a comprehensive $21M+ energy service performance contract that aligns with the City’s Climate Action Plan and long -term goals. This master planned approach focused on HVAC, controls, lighting, street lighting, ballfield & park lighting, resiliency, microgrids, solar PV, battery storage, EV stations, and building envelope work. This project also includes O&M contracts for key scopes of work. Willdan Financial Services was able to provide 100% funding for the project to avoid use of the general fund.

Education
BS, Structural
Engineering, University
of California San Diego
MA, Architecture &
Environmental Studies,
New School of
Architecture

Registrations &
Certifications
Licensed Architect, CA
Licensed Architect, CO
LEED Green Associate
Accreditation

21 Years of Experience
402
Carolyn Kiesner, CEM
Program Director, Business Development Manager
Carolyn Kiesner will be responsible for providing support and relationship management expertise on the ESPC project and contract with the City of Orange. Carolyn is an accomplished project director with 14 years of successful energy & infrastructure project engineering, implementation, M&V, contracting and project financing experience. She has completed site-wide energy upgrade projects valued at $275M for over 22+ California public agencies & districts.

Project Experience
City of Chino Hills. Project Director. Oversaw contracting, project funding and development team. Project includes solar, lighting, HVAC and controls. Project funding included City capital improvement project contribution.

City of San Diego: Account Manager. Developed a comprehensive Citywide energy masterplan to achieve City’s decarbonization and climate action goals. Scope includes 56+ sites, building electrification, solar, battery storage, lighting, LED streetlighting, HVAC, controls and transformer upgrades.

City of Fairfield: Program Director. Oversaw the project contracting, funding and development team. Scope included significant upgrades to City Hall administration campus which included a central plant upgrade and RTU overhaul; in addition to transit center fleet transition and EV charging infrastructure; and citywide LED lighting, solar, roofing and HVAC upgrades. Project funding included a combination of City capital improvement project funds, incentives, grants and low-interest tax-exempt lease financing.

Paramount USD: Program Director. Oversaw the project development and contracting.

Scope included 2.3MW of solar PV and 44 electric vehicle chargers across 11 district sites. Project funding included District bond dollars.

Escondido USD:

Program Manager. Oversaw the contracting, funding and project development of complex ESPC project scope across 11 facilities with efficiency upgrades combined with solar PV, and EV charging infrastructure. Project funding included incentives and a low-interest tax-exempt lease.

El Dorado Union Highschool District. Account Manager. Managed and developed

3.2MW of solar PV across 3 sites, interior lighting and a microgrid and battery back -up at 2 sites. Project funding included utility incentives and low-interest tax-exempt lease financing.

City of Madera, Madera, CA. Program Director. Led and developed citywide upgrades for 1.2 MW of solar canopies at the city hall, library, airport, fire station #6, public works, city parks, PD, and community centers; solar streetlights; interior and exterior lighting; HVAC and controls; 3.24 MW ground mount of NEM and RESBCT at WWTP; EV chargers; and electrical switchgear replacements. The funding mechanism included a low-interest tax-exempt lease financing.

Education
BS, Mechanical
Engineering, Northern
Illinois University,
Dekalb, IL

Certifications
Certified Energy
Manager, License #
21384

14 Years of Experience

403
Colton Gorman, CEM, CBCP
Program Manager
Colton Gorman will be responsible for relationship management expertise on the ESPC project and contract with the City of Orange. Colton has been actively involved in operations and project development since 2011, successfully contributing to the implementation of numerous turnkey energy efficiency contracts, amounting to over $100M in total project value. With a diverse range of projects valued between $1M and $25M, Colton has gained valuable experience working with municipal and local government customers. His involvement in energy performance contracts and operational savings projects demonstrates his expertise and commitment to the field.

His responsibilities include: driving the company's growth by identifying, developing, and closing new business opportunities in the energy efficiency, renewable energy, and energy management sectors; building and nurturing long-term relationships with clients, partners, and key stakeholders to strengthen the company's market position and reputation; addressing client needs by collaboratively developing tailored, competitive proposals with the technical, sales, and operations teams; tackling challenges in securing contracts and agreements through strategic negotiation and creative problem- solving skills; and ensuring the company's long-term success by aligning business development activities with the organization's overall growth strategy and objectives.

Recent Project Experience
Paramount Unified School District, Project Manager. Successfully generated leads and developed comprehensive project scopes for a large-scale, $19.7M solar installation initiative across 11 sites, delivering 2.2MW of clean energy capacity. The project focused on district-wide solar installations to enhance energy efficiency and sustainability across the district's facilities. By securing necessary funding through bonds and leveraging available incentives and rebates, the team ensured timely implementation o f the project's key components, including the integration of advanced solar technology. The results translated into long-term energy savings, reduced operational costs, and a more sustainable learning environment for the district.

City of Chino Hills, Chino Hills, CA, Program Manager. Assisted the Willdan team in successfully launching and managing a $9M energy efficiency project for the City of Chino Hills. The project involved city-wide solar installations, battery energy storage systems, fleet electrification, HVAC VRF retrofits, rezoning efforts, and LED retrofits across the city's facilities. Despite any challenges that arose, the team was able to incorporate industry best practices and innovative solutions, ensuring the timely completion and long-lasting impact of the project on the city's energy efficiency and sustainability.

Escondido Unified School District, Project Manager. Successfully generated leads and developed comprehensive project scopes for a large-scale, $18M energy savings initiative. The project focused on HVAC replacement and solar installations across the district's facilities. By securing necessary funding and l everaging available incentives and rebates, the team ensured timely implementation of the project's key components, including the modernization of HVAC systems and integration of solar technology. The results translated into long-term energy savings, reduced operational costs, and a more sustainable learning environment for the district.

Education
BS, Mechanical
Engineering, University
of Hawaii at Manoa

Registrations &
Certifications
Certified Energy
Manager (CEM)
Certified Building
Commissioning
Professional (CBCP)

14 Years of Experience
404
Thomas Muñoz, PE
Regional Engineering Manager
Thomas Muñoz will be responsible for overseeing the engineering tasks on this project and contract for the City of Orange. Thomas is an experienced leader specializing in energy efficiency engineering and project management. He has overseen portfolio building energy management and distributed energy resources, with a focus on decarbonization and resilience. Previously, Thomas managed design-build projects and served as a Sr. Project Development Engineer at a mechanical firm and ESCO , focusing on performance contracting for various sectors. With expertise in mechanical design, project management, and energy efficiency, Thomas brings valuable skills to drive innovation and sustainability in the industry.

Recent Project Experience:

City of San Diego, Engineering Manager. Currently providing engineering leadership for a multi-phase energy savings performance contracting project including building and sport lighting, HVAC, roofing, ASHP block heaters, PV+BESS, pool heating electrification, VFD pool pump, onsite chlorination, water conservation upgrades, DHW electrification, kitchen electrification, transformers, plug load controllers, laundry electrification and advanced streetlighting upgrades.

City of South Lake Tahoe, Engineering Manager. Provided engineering oversight for the City of Lake Tahoe on a a $12 M energy and infrastructure upgrade project.

Measures included: cogeneration microturbines, Solar PV (242 and 173 kW DC canopies), building automation controls and thermostats, efficient CO2 ice plant for ice arena, water meters, and efficient power transformers.

Previous Project Experience:

California Department of Corrections and Rehabilitation (CDCR), Owner’s Representative. Acted as Owner’s Representative for energy conservation projects at 7 prisons. The scope of work included engineering design and calculation review, equipment submittal review, incentive administration, commissioning process oversight, building automation scope review, guidance on project feasibility, constructability, and code compliance, and guidance on contractor change orders and construction administration for lighting upgrades, mechanical upgrades, and controls.

LA County Metropolitan Transportation Authority (LA Metro) – Energy and Climate Services, Lead Developer. Provided engineering design and oversight services as Owner’s Representative to LA Metro on various energy and climate initiatives. Project scope included: LED Tunnel Lighting Design, BAS Pilot Program, Master Planning Support, ISO 50001 Certification, EV Charging Stations, and Solar PV and BEES Systems.

Education
Bachelor of Science in
Mechanical
Engineering, California
State Polytechnical
University

Master of Science in
Mechanical
Engineering, California
State University

Registrations &
Certifications
Registered Professional
Engineer with the State
of California

32 Years of Experience
405
Benjamin R. Laboy, PE
Renewable Energy and Microgrid Lead
Benjamin Laboy will be responsible for providing renewable energy expertise on the ESPC/PPA project and contract with the City of Orange. Ben leads development and analysis of renewable energy projects for Willdan Performance Engineering. He develops turnkey solar PV, battery storage, and microgrid projects for forward -thinking public and private-sector customers seeking to maximize electricity bill savings, lower carbon footprint, and increase resiliency. Mr. Laboy manages an internal team o f design and project development engineers, acts as point of contact for customers throughout project process, and collaborates with other Willdan operating groups on DER -related efforts. Mr. Laboy draws from a strong background in interdisciplinary proble m-solving to tackle complicated technical projects and provide reliable results.

Recent Project Experience
Biddeford-Saco-Old Orchard Beach (BSOOB) Transit Office. Lead DER Engineer providing Transit Facility Microgrid Feasibility Assessment and Design services for a microgrid incorporating EV charging infrastructure, solar PV, a battery energy storage system, backup generator, and microgrid controller at BSOOB’s transit yard. Tasks include preliminary microgrid site plan design, financial analysis, and implementation planning.

City of Dublin. Lead Engineer for development of $7M of DER turnkey project scope at 8 different facilities, including solar PV, Battery Energy Storage, EV charging and traditional diesel generators to help the City reduce costs, improve resiliency , and reduce carbon. Developed initial project feasibility and obtained customer buy-in of final project scope. Currently supporting construction of projects to ensure successful completion.

City of Elk Grove. Supported City of Elk Grove in their efforts to evaluate feasibility and procurement of solar PV across three meters at their newly constructed District56 site, which includes an Aquatic Center, a Community/Senior Center, and park spaces . Led engineering analysis efforts to project site load profiles and annual usage totals for the new facilities. Identified optimal solar PV system sizing and preliminary layouts, and evaluated potential economic benefit of battery energy storage systems. Assessed multiple financing options, including loan and PPA options. Developed RFP to procure a design-build or PPA project to construct the solar PV system, supported contract negotiation with selected vendor and finalized contract for 740 kW ground mount system.

Culver City. Provided engineering analysis for solar PV and battery storage technology as part of a microgrid feasibility study for the Culver City Senior Center and Parks and Recreation facilities. Identified ~750 kW potential solar PV capacity along with battery storage solution to couple with energy efficiency projects to form a truly resilient microgrid solution for the site.

Escondido Union School District. Supported Escondido Union SD in their efforts to evaluate feasibility and procure solar PV totaling ~2.77 MW in carport and shade structures across 13 sites. Finalized PPA agreements and provided contract negotiation and construction support to the District. Currently supporting $19M in comprehensive energy project scopes, including 1.8MW solar PV and 46 Level 2 EV chargers (including chargers serving the District’s maintenance fleet).

Education
MS Earth Systems,
Concentration in Energy
Efficiency, Stanford
University, CA

BS Science, Technology
and Society, Stanford
University, CA

Registrations &
Certifications
Registered Professional
Engineer (Mechanical),
California

9 Years of Experience
406
Tyrone Peter, PE
Civil Engineering Lead
Tyrone Peter will be responsible for providing civil design engineering expertise on the ESPC project and contract with the City of Orange. An accomplished civil engineer, Tyrone excels in managing multi-discipline, multi-agency infrastructure projects, ensuring delivery on time and within budget. With extensive experience in public works, he oversees entire projects and key civil engineering tasks. His expertise spans highway design, street improvements, light rail, flood control, and water and sewer projects. He has led feasibility studies, project reports, construction documents, and inspections while effectively managing large teams and subconsultants.

Project Experience
Sanitary Sewer Management Plan, City of Lynwood, CA. Project Manager. Responsible for overall project management and oversight required for the sanitary sewer management plan. Willdan assisted the City in accomplishing compliance with SDWR Order No. 2006-0003-DWQ for Statewide General Waste Discharge Requirements for Sanitary Sewer Systems. Compliance required each sewering entity to develop and implement a Sewer System Management Plan. The process involved reviewing and evaluating all sewer system-related codes, policies, practices, mapping, reporting, financing, and public information dissemination. The SSMP development process also involved preparing an expansion of the City's GIS mapping and database, providing a hydraulic analysis of the sewer system, and presenting recommendations to facilitate compliance with various elements of the Order.

Golden State Water Distribution Network Acquisition and Integration Feasibility Analysis, City of Lakewood, California. Project Manager responsible for overall project management and oversight of services required to perform a feasibility and financial impact analysis to acquire and integrate the existing Golden State Water (GSW) distribution network within the city. Willdan evaluated the existing network to determine whether the network within city limits could be disconnected from the existing network. To determine the feasibility, the existing GSW network was evaluated for its ability to function as a stand-alone network after the removal of the distribution lines within city limits. Willdan evaluated and compared the detached GSW network with the existing distribution network to identify the best solutions for the City to provide service to the detached GSW network. This included evaluating the existing well capacity and/or a service connection from the City's distribution network to facilitate the additional network demand. Willdan conducted a preliminary evaluation of the infrastructure acquisition cost. Based upon the findings, Willdan analyzed the financial aspects and impacts of the water system acquisition. Willdan provided a technical memorandum detailing the study's findings.

Design Services, City of Elk Grove, California. Served as Senior Design Engineer responsible for the preparation of construction plans, specifications, and estimate for the Sound Wall renovation project on East Stockton Boulevard. The sound wall was constructed along a city artery paralleled to CA-99 in the City of Elk Grove. As a part of outreach and selection of design alternatives, Willdan staff met and consulted with local residents and the City Art Advisory Council prior to finalizing the design.

Education
BS, Engineering and
Civil Engineering, Tamil
Nadu College of
Engineering
Civil Engineering,
Murugappa Polytechnic

Registrations &
Certifications
Civil Engineer,
California, No. 81888

17 Years of Experience
407
Taylor Briglio
Clean Mobility Manager
Taylor Briglio will be responsible for providing EVSE Expertise on the ESPC project and contract with the City of Orange. Taylor evaluates opportunities to incorporate EV charging stations (EVCS) for public, staff, and fleet use cases as part of our clients’ overall turnkey projects. Taylor leads Willdan’s electric vehicle-related work, including fleet electrification planning and implementation, electric vehicle (EV) infrastructure development and construction, and the integration of EV infrastructure into turnkey energy efficiency and renewable generation projects.

Previous Project Experience
City of Fairfield, CA. Supported both consulting and turnkey efforts with the City.

Currently supporting the City’s Transportation Electrification Master Plan by developing a roadmap for converting over 300 City vehicles including their transit and public works fleet to electric vehicles (EV). Tasks include feasibility analysis; corporation yard improvement needs assessment and project management services. Supporting and coordinating route modeling, operational analysis of available BEB options and vehicle chargers, a fleet replacement plan, DER integration feasibility, a facilities assessment, and a financial analysis of transitioning to and operating an all-electric fleet. Successfully acquired over $13M in funding to implement EV projects. Also supported incorporating 5 publicly accessible Level 2 EVCS as part of 1.23MWdc of solar PV Willdan implemented in our turnkey project.

City of Chino Hills. Developed EVCS scopes as part of a comprehensive turnkey energy project. Secured $160K in SCE rebates for public Level 2 EVCS at four sites. Developing a fleet electrification scope to install 17 Level 2 EVCS and two DC Fast Chargers (DCFCs) with supporting infrastructure to support an additional 8 DCFCs and 35 Level 2 EVCS, which can support a fully electric public works fleet.

City of Inglewood, CA. Lead development of the City’s EV Fleet and Charging Infrastructure Master Plan. Tasks include development of a Zero-Emission Vehicle (ZEV) Fleet Conversion Plan for the City’s fleet of 360 vehicles, a Public EV Service Equipment (EVSE) Plan to develop a network of publicly available EV chargers on publicly owned property throughout the City, funding and financial assistance for recommended EV - related expenditures, and the development of a City Vision and Mission Statement for a Transportation Electrification and Energy Modernization Program.

City of Camarillo, CA. Led the development of the City’s Zero-Emission Transit Fleet Electrification Plan for the City’s transit fleet, which consisted of 18 vehicles serving two routes as well as demand response paratransit operations. Tasks included energy modeling, site suitability analysis for EVSE including conceptual layouts and construction cost estimates, financial analysis, and the development of workforce training recommendations.

County of Madera, CA. Led the development of the County’s Transit Innovative Clean Transit Rollout Plan. Tasks included the preparation of a zero-emission transit fleet electrification plan for the County’s transit fleet consisting of 13 vehicles that serve 4 routes and demand response paratransit operations, energy modeling, development of a charging strategy, and recommended suitable electric transit buses and chargers to meet operational requirements. Also provided workforce training recommendations and an overview of funding opportunities to reduce upfront and ongoing costs for fleet electrification.

Education
Master of
Environmental Science
and Management,
Bren School of
Environmental Science
& Management - UC
Santa Barbara,
Santa Barbara, CA

BS Environmental
Science,
UCLA,
Los Angeles, CA

8 Years of Experience
408
Bryan Rossi, PE
Mechanical Design Engineer
Bryan Rossi will be responsible for identifying and designing measures on the ESPC project with the City of Orange. Bryan’s experience developing energy projects includes both mechanical engineering design and project management, combining knowledge in all aspects of project development from inception to implementation. He has worked with educational, institutional, and public and private sector clients in varying capacities including developing 100 Level II and III energy audits and over 40 detailed building energy models.

Previous Project Experience
Cisco San Jose Building Q - “Electrification of Water heating systems” (2023) Mechanical Engineer. Provide design & construction management services for new central heating and domestic hot water heating systems. The new air to water heat pump and new redundancy focused heating boilers to serve the hydronic heating system at a new lower distribution temperature. Targeting low operating cost water heating electrification solutions. The new domestic hot water heat pumps will electrify the domestic hot water generation without the need for additional structural upgrades or undue tenant impact.

Cisco San Jose Building P - Phase 2 “Cisco Electrification of Water heating systems” (2022) Mechanical Engineer. Provide design & construction management services for new central heating and heat recovery systems. New heat recovery chiller and new redundancy focused heating boilers to serve the hydronic heating system while making chilled water to augment the existing chilled water load. Targeting low operating cost water heating electrification solutions.

Cisco San Jose Building P - Phase 1 “Domestic hot water electrification and mechanical improvements” (2022) Mechanical Engineer. Provide design & construction management services for new heat pump water heater installation and grooved pipe coupling replacements on heating hot water pipe. Pipe coupling replacements targeted to prevent leaking at lower heating hot water distribution temperatures. Targeting low operating cost water heating electrification solutions.

Cisco San Jose campus Electrification Feasibility Study for Buildings Q, P,3, 5, 10, 14, & 17 (2021) Mechanical Engineer. Provide Engineering analysis and schematic design for proposed electrification efforts to seven building on the San Jose Campus. In depth assessments of mechanical, electrical, and plumbing loads for sizing future electricity powered water heating systems.

California Energy Commission SCAQMD BEETS for California, CA. Project Engineer. This project demonstrates three replicable scalable and innovative bundles of pre commercial technologies in commercial buildings. Optimized all variable-speed chilled water (CHW) plants utilizing alternative refrigerant chillers; LED fixtures with integrated advanced controls advanced building management system (BMS) to integrate all HVAC zones integrate wirelessly with plug load controls; and provided a comprehensive platform capable of demand response (DR) and off grid exterior parking lot LED lighting.

Education
MS, Mechanical
Engineering
BS, Mechanical
Engineering,
Binghamton University,
Binghamton, NY

Certifications
Professional
Mechanical Engineer,
License # M 40307

OSHA Certification
(30-hour)

8 Years of Experience
409
Sripad Kamdadai, EIT, LEED AP ND
Energy Engineer
Sripad Kamdadai will be responsible for identifying and designing renewable energy measures on the ESPC project with the City of Orange. Sripad is responsible for contributing to the development of solar PV, battery energy storage (BESS) and electric vehicle (EV) infrastructure network programs and projects. Mr. Kamdadai also has experience in demand response, sustainability, and battery design.

Previous Project Experience
City of Fairfield, CA. Currently supporting the City’s Transportation Electrification Master Plan by developing a roadmap for converting over 300 City vehicles including transit and public works fleet to electric vehicles (EV). Tasks include feasibility analysis; corporation yard improvement needs assessment and project management services.

Supporting and coordinating route modeling, operational analysis of available BEB options and vehicle chargers, a fleet replacement plan, DER integration feasibility, a facilities assessment, and a financial analysis of transitioning to and operating an all - electric fleet.

City of Chino Hills, CA. Lead engineer responsible for the design and development of a fleet electrification scope at the City’s Public Works Fleet Yard to install 17 Level 2 EVCS and two DC Fast Chargers (DCFCs) with supporting infrastructure for an additional 8 DCFCs and 35 Level 2 EVCS which can fully support a 100% electric public works fleet.

Currently supporting the development of a DER-integrated scope of work which includes solar PV and BESS as it transitioned from a comprehensive turnkey energy project into procurement and construction phases. Additional tasks include utility coordination, savings and financial evaluation for solar PV, BESS and EVCS scopes of work.

City of San Diego, CA. Currently supporting the development of comprehensive turnkey energy and decarbonization measures across city facilities. Supporting the design and development of 2MW solar PV and 2.5MW BESS scopes of work at 19 different facilities. Tasks include solar PV and BESS design feasibility, modeling solar and energy storage systems for energy savings and financial evaluation.

City of Inglewood, CA. Currently supporting the development of the City’s Electric Vehicle Fleet and Charging Infrastructure Master Plan. Tasks include the development of a Zero-Emission Vehicle (ZEV) Fleet Conversion Plan for the City’s fleet of 360 vehicles, a Public EV Service Equipment (EVSE) Plan to develop a network of publicly available EV chargers on publicly owned property throughout the City, funding and financial assistance for recommended EV-related expenditures, and the development of a City Vision and Mission Statement for a Transportation Electrification and Energy Modernization Program.

Escondido Union School District, CA. Responsible for all technical aspects of this 3 MW solar PV and BESS project as it transitioned from a feasibility study into procurement and construction phases. Ensured favorable terms were negotiated for the client as PPA contract documents were created and agreed upon by all parties. Assured appropriate tracking with the changes in technical details and understanding the financial impact from each change.

Education
Master of Science in
Mechanical
Engineering (Energy
Conversion), University
of Southern California,
Los Angeles, California
BE, Mechanical
Engineering, Anna
University, Chennai,
Tamil Nadu, India

Registrations &
Certifications
LEED AP Neighborhood
Development (ND)
Engineer-in-Training
(EIT)

6 Years of Experience
410
Jamie Gustafson | PE, CEM
Energy Engineering Lead
Jamie Gustafson will be responsible for identifying and designing measures on the ESPC project with the City of Orange. Jamie provides key engineering services in support of the development of building energy efficiency, decarbonization goals, and distributed energy resource (DER) projects, including electric vehicle (EV) infrastructure, solar photovoltaic (PV) systems, and battery energy storage systems (BESS). Through her time supporting utility programs and direct-to-customer contracts, Jamie is an expert at identifying energy and cost saving opportunities at various facility types (city/county, schools, offices, biotech, retail, hotels, hospitals, and multifamily properties).

Previous Project Experience
City of San Diego, CA. Currently supporting the development of comprehensive turnkey energy and decarbonization measures across 56 city facilities, and upgrades for over 50,000 streetlights. Measures include building and sport lighting, HVAC electrification/upgrades, generator block heaters, PV+BESS, onsite pool chlorination, water conservation measures, water heater electrification, kitchen appliance electrification, transformer upgrades, plug load controllers, laundry electrification and advanced streetlighting upgrades.

City of Inglewood, CA. Supported the development of the City’s Electric Vehicle Fleet and Charging Infrastructure Master Plan. Tasks include the development of a Zero-Emission Vehicle (ZEV) Fleet Conversion Plan for the City’s fleet of 360 vehicles, a Public EV Service Equipment (EVSE) Plan to develop a network of publicly available EV chargers on publicly owned property throughout the City, funding and financial assistance for recommended EV-related expenditures, and the development of a City Vision and Mission Statement for a Transportation Electrification and Energy Modernization Program.

Merced County Association of Governments (MCAG), CA. Supported the development of MCAG’s Electric Vehicle Readiness Plan to prepare the region for growing EV adoption, determine local and regional EV infrastructure needs, and identify priority locations for EVCS. Tasks included quantifying air quality benefits from regional EV adoption, identifying potential charging station sites, and providing an overview of funding opportunities.

City of Dublin, CA. Supported the development of an EV infrastructure plan for public electric vehicle charger deployment. Tasks included identifying optimal locations and determining appropriate mix of chargers. Also supported the development and installation of 10 EV chargers as part of larger turnkey energy services performance contract.

City of Dinuba EV Infrastructure Study, CA. Supported the development of a public EV charging station implementation plan for the City of Dinuba. Location evaluation, site planning and engagement, cost/benefit analysis , presentation of findings and ranking matrix, summarize best practices, outreach for future implementation interest.

City of Bell, City Transit Electrification, CA. Developed options for City of Bell paratransit electrification. Feasibility study components include: evaluating EV transit models on current market for practical applications (two set bus routes with dial-a-ride option), state of charge analysis throughout bus route, rechar ging scenario optimization, location evaluation and site planning, cost/benefit analysis.

Education
BS Mechanical
Engineering, Jacobs
School of Engineering,
UC San Diego

Registrations &
Certifications
Mechanical PE, CA
(License # 41641)

Certified Energy
Manager (CEM)

8 Years of Experience
411

Patrick M. Wills
Senior Construction Manager
Patrick Wills will be managing implementation and construction of measures on the ESPC project with the City of Orange. Patrick has 40 years of experience in construction with a focus on design-build projects. As a project manager, Mr. Wills applies his vision of creating cohesive teams to deliver high-quality, low-cost building upgrades to clients on an efficient timeline. Mr. Wills has managed teams from planning to completion on new construction and existing building commissioning projects for municipal and K-12 institutions, and he takes great pride in the major improvements he has brought to school districts throughout California.

Project Experience
County of San Luis Obispo, General Services Department, UESC, Energy Conservation Measures Implementation, San Luis Obispo, CA, Project Manager: Design/build contract with Pacific Gas & Electric, designed, permitted and installed over $6 million in HVAC improvements demand management, domestic water conservation, energy management system upgrades and lighting. (Design-Build)
Huntington Beach Union High School District, Energy Savings Projects, Huntington Beach, California, Project Manager: Design-build master energy services agreement, implemented a new district 125HP Compressed Natural Gas generating station at the districts’ transportation facility, weather-based irrigation control and modifications/replacement of AHU’s at district offices. (Design-Build) Beaumont Unified School District, Energy Savings Projects, Beaumont, California, Project Manager: Design-build master energy services agreement, implemented energy conservation measures. This program consisted of a new 125HP fast fill and time fill CNG station and generating equipment, energy-efficient lighting, occupancy sensors, new ground mount canopy 633Kv DC solar photovoltaic generation structures , variable frequency drives, energy management system upgrades, and peak load demand response. Developed, designed, and implemented over $8 million in energy savings projects. (Design-Build)

Education
Associate of Science,
Business
Administration, Mesa
College, 1989
Associate of Science,
Construction
Management, Mesa
College, 1989
Sheet Metal
Journeyman Local 206,
1990

Registrations &
Certifications
EM-385-1-1 40-hr
Safety Training, 2010
Asbestos Awareness
CPR and First Aid
Coursework: Direct
Digital Controls -
University of California
at San Diego
Coursework: HVAC
Design - University of
California at San Diego

40 Years of Experience
412
Scott Griffith, LEED GA
Water Specialist
Scott Griffith will be supporting the City of Orange in its efforts to modernize its water system for energy savings and to enhance utility revenue through AMI integration and billing optimization. Scott brings experience in over 100+ water utility projects, delivering innovative water conservation and smart utility solutions to municipalities across the western U.S., with a focus on California’s regulatory and infrastructure environment. Scott has supported system optimization and AMI deployments for numerous California agencies including Chino, Dublin San Ramon Services District, Elsinore Valley MWD, and Padre Dam MWD – integrating SCADA, AMI, GIS, and billing platforms to enhance performance and revenue - and has delivered large-scale ESPC and AMI programs in Roswell, NM and Silver City, NM resulting in millions in non- revenue water recovery and operational savings across ~30,000 accounts. Scott is currently consulting with the UC Santa Barbara Bren School on California’s groundwater – energy nexus and has been recognized for his expertise in data-driven water conservation, utility analytics, and smart infrastructure integration.

Project Experience
City of Fillmore, CA.

Scott supported the development and implementation of a citywide Advanced Metering Infrastructure (AMI) project for Fillmore’s 4,000+ water accounts, resulting in $5M in turnkey construction and over $575K in annual savings and revenue recovery.

He played a key role in designing the funding strategy, which allowed the City to deliver the project with no upfront capital contribution by leveraging TELP financing. The project modernized Fillmore’s water system with ultrasonic meters, real-time data, and a Customer Experience Portal (CEP), supporting enhanced billing accuracy and long - term water conservation.

City of Chino Hills, CA.

Scott served as a subject matter expert supporting Chino Hills with planning and strategy for water system modernization, including AMI, SCADA, and data integration efforts. Drawing on his extensive experience with neighboring Chino, he advised the City on how to achieve operational visibility, non-revenue water reduction, and improved customer service through smart infrastructure investment. His role focused on ensuring system interoperability and aligning future upgrades with statewide water conservation and electrification policies.

City of Chino, CA.

Scott served as the project development consultant for a full water system optimization initiative, integrating SCADA, AMI, GIS, hydraulic modeling, and CMMS into one unified smart water platform. The Chino project focused on improving operational efficiency, reducing non-revenue water, and lowering energy consumption through advanced pump and distribution optimization. The platform empowered the City to extract greater value from its existing technologies, enabling real-time decision-making and measurable cost reductions across its utility operations.

Education
BA, Architecture
Georgia Institute of
Technology;
BVA – Design & Material
Sciences, Georgia State
University;
Portfolio Completion,
Parsons School of
Design, NYC;

Registrations &
Certifications
LEED Green Associate
Accreditation, U.S.

Green Building Council

35 Years of Experience
413
Chris Gaddy
AMI Developer
Chris Gaddy will be responsible for development of any Advanced Metering Infrastructure (AMI) and water metering scope for the City of Orange. Chris has been involved in the development and turnkey implementation of over $17M in AMI projects. Chris has audited 30+ water metering systems and working with over 10 unique billing systems, including the billing system currently in place at the City of Orange. Chris develops budgets, solutions, and implementation plans, ensuring that the client’s needs and objectives fully inform the delivery of solutions.

Relevant Experience
City of Fillmore, Advanced Metering Infrastructure (AMI). Chris provided account management and led the development and community engagement efforts for this project, resulting in $5M in turnkey construction with over $575K in annual savings and revenue recovery. Chris helped this client to fund the project without capital contributions, relying solely on project benefits. The project updated the entire 4,000+ account water system from old meters being visually read to new ultrasonic meters with real-time reading capability and a Customer Experience Portal (CEP). Chris facilitated financial discussions culminating in the Cities use of Tax Exempt Lease Purchase (TELP) financing to provide an alternative to the CIP for funding of the project, allowing the City to re-direct critical funds to other immediate infrastructure needs.

City of Paramount, Advanced Metering Infrastructure (AMI). Chris led project development for the City’s AMI and water metering initiative, delivering an $11M turnkey AMI infrastructure modernization project without requiring any rate increases.

Chris led development, technical scoping, and implementation planning for the AMI scope, aligning technology upgrades with customer service and conservation goals. The project upgraded Paramount’s entire water system with real-time meter reading, automated billing, and a Customer Experience Portal (CEP), resulting in over $230K in annual O&M savings and $860K in recovered water revenue. Chris facilitated a funding strategy that enabled 100% project delivery using existing utility revenues, freeing up capital for other City priorities.

City of Monte Vista, Advanced Metering Infrastructure (AMI) project. Chris served as Account Manager and Lead Project Developer for this AMI deployment, which is projected to save over $75,000 annually in O&M costs and recover $156,140 in additional revenue from improved meter accuracy. Chris designed the technical solution, managed the competitive procurement process, and coordinated a multi - agency grant strategy to fully fund the project. Chris helped the City secure a Department of Local Affairs (DOLA) grant as a match to a Bureau of Reclamation grant application.

Education
B.S., Texas Christian
University

Registrations &
Certifications
AWWA Member
ASHRAE Associate
Member

15 Years of Experience
414
Esam Rostom, Assoc. DBIA
California Construction Director
Esam Rostom will be responsible for overseeing construction and implementation of measures on the ESPC project with the City of Orange. Esam has 27 years of experience in construction with a focus on design-build projects. As a project manager, Mr. Rostom applies his vision of creating cohesive teams to deliver high- quality, low-cost building upgrades to clients on an efficient timeline. Mr. Rostom has managed teams from planning to completion on new construction and existing building commissioning projects for municipal and K-12 institutions, and he takes great pride in the major improvements he has brought to school districts throughout California.

Project Experience
City of San Fernando, CA - San Fernando Police Department HVAC Upgrade. Served as Senior Construction Manager and managed team by tracking materials, scope of work, and timelines. Led HVAC redesign and replacement, including installation and integration of new dedicated outdoor air system (DOAS) unit; new variable refrigerant flow (VRF) heat recovery system, including heat recovery units (HRUs), fan coil units (FCUs), and mode control units (MCUs); gravity relief ventilators; localized exhaust fans; rooftop units; and BAS controls.

Escondido Union School District, Escondido, CA - Solar, EV Charging, HE Transformers Lighting Controls Plug Load Controllers and HVAC System Design & Improvements.

Served as Senior Construction Manager and managed construction team in designing and building solar PV, EV charging stations, transformers, lighting controls, plug load controllers, and HVAC improvements on multiple District sites. Provides turn -key installation of solar PV canopy system, including carport installation. Conducts system training, turnover, and electrical interconnection. Leads full design and implementation of EV charging stations, obtaining approvals, permits, and coordinating utility meter installation. Tests and commissions EVCS, provides system operation demonstration and training, and leads installation of EVCS cloud platform for performance monitoring and remote access.

Compton Unified School District, Compton, CA - Compton High School, New Construction Project. Served as Senior Project Manager and managed staff and performed subcontracting and site setup. Construction included a new academic building, new gymnasium building, new aquaticus center with CIF pool and bleachers, new performing arts center with 903 seating capacity, new football stadium, t rack field with night lighting, bleachers, press box, visitors’ restroom, and concessions. The site required reconstruction from the ground up, including site prep, demolition, earthwork, site infrastructure and utilities, lunch shelters, parking areas, basketball and tennis courts, hardscape, and a California native and adaptive landscape.

Downey Unified School District Downey, CA - Sussman Middle School, New Construction and Modernization Project. Served as Senior Project Manager.

Led a project for a 107,000-sq.ft. two-story classroom/science building and new 14,000- sq.ft. gymnasium building, both built within an occupied campus. In addition to the new construction the campus undertook a phased 64,000 sq.ft. major modernization to all existing classroom wings.

Education
BS Marketing,
California State
University, Northridge,
CA

Registrations &
Certifications
Associate DBIA
Professional
OSHA 30 Hour

27 Years of Experience
415
Mark Effinger, PE, CMVP, CEA, CCP
Commissioning Director, M&V Director
Mark Effinger will be responsible for leading commissioning on the ESPC project with the City of Orange. Mark leads Willdan’s commissioning team, ensuring delivery of high-quality projects for our clients. His background includes hands-on experience delivering Continuous Commissioning® services while previously employed by the Energy Systems Laboratory at Texas A&M University.

Mark has also worked in the design and implementation of utility-based energy efficiency programs and has authored several papers and guidelines related to the measurement and verification of energy savings and building performance tracking strategies. He was a contributing author of Guidelines for Verifying Savings from Commissioning Existing Buildings and a research paper which is cited in ASHRAE 14. He has also supported the technical requirements of green building certification programs such as LEED and Green Globes. Additionally, Mark is a qualified Tune-Up Specialist under the City of Seattle Building Tune-Up program requirements.

Project Experience
City of Dublin Distributed Energy Resource Design-Build Project, Dublin, CA, M&V Lead.

Developed the M&V plan for energy efficiency, infrastructure, resiliency, and smart-city upgrades project at 20 sites in the City of Dublin. Measurement and verification includes both IPMVP Options A and C. Coordinated with a subcontractor to complete Option A field measurements. The Option C performance period will begin shortly.

Elihu Harris Comprehensive Upgrades, Oakland, CA, M&V Lead.

Led M&V (IPMVP Option C) for a large lighting and HVAC controls project at a 22-story California state office building. Project resulted in a reduction of whole building energy consumption by nearly 40%.

Martin Army Community Hospital: Continuous Commissioning® services while working for Texas A&M Energy Systems Laboratory. Resulted in verified energy savings totaling 18%.

Citi Field: Home of the NY Mets. Retro-Commissioning and ASHRAE Level II Energy Audit to comply with NYC Local Law 87.

Oregon Senate Bill 1149: New Construction Commissioning services for a high school and middle school to help the districts comply with the energy retrofit bond requirements.

Oregon Convention Center: Ongoing Commissioning conducted over 5 years.

Included integrating with the facility operators to modify existing preventative maintenance procedures to include performance-based tasks.

Hawaii Convention Center: Existing Building Commissioning and ASHRAE Level I energy audit for LEED compliance.

Austin Independent School District: Continuous Commissioning® services for an elementary school, middle school, and multipurpose events center.

Education
M.S. in Mechanical
Engineering, University
of California, Irvine
B.S. in Mechanical
Engineering, University
of California, Irvine

Specialized Expertise
Licensed Professional
Engineer (PE), 3 states
Certified Measurement
and Verification
Professional (CMVP)
Certified Energy
Auditor (CEA)
Certified
Commissioning
Professional (CCP)

18 years of experience
416
Marcey Crowell
Community Engagement Manager – MBE/WBE Liaison
Marcey Crowell will be responsible for community engagement and MBE/WBE tasks on the project and contract with the City of Orange. Marcey leads Willdan’s community engagement and DEI initiatives on public sector projects, with a focus on educational impact, equity, and authentic community partnerships. With over 13 years of prior experience working in local government, she brings a unique understanding of public agency operations and the needs of school districts and municipalities. Her expertise includes stakeholder outreach, educational programming, and inclusive strategy development, with a strong emphasis on building bridges between public projects and K–12 communities.

Recent Project Experience
City of San Diego, CA – Community Engagement Lead
Coordinated and mobilized a network of local subcontractors for site visits across the county, ensuring geographic coverage and logistical efficiency while aligning with Willdan’s commitment to community engagement. By prioritizing locally owned, minority-, women-, and veteran-owned businesses, this initiative strengthened community trust, improved project responsiveness, and directly supported DEI goals by expanding economic opportunities in underserved communities.

City of Dublin, Dublin, CA – Community Engagement Lead
Supported Dublin Unified School District’s STEM education by organizing a student and teacher tour of Willdan’s innovative project sites. Worked in close partnership with both the school district and the City of Dublin to coordinate all logistics and outreach. Facilitated an enriching learning experience that aligned with classroom instruction and community education goals.

Vendor Diversity Program, Willdan Corporate – Nationwide Currently supporting the development and ongoing implementation of Willdan’s vendor management system in partnership with Willdan Corporate Accounting.

Helping define system requirements, assisting with testing and updates, and coordinating with internal teams to maintain accurate vendor records. The system helps streamline vendor and subcontractor onboarding, track certifications, and support more inclusive procurement practices across projects and programs.

Clark County School District (CCSD), Las Vegas, NV – Community Engagement Lead Planned and executed a STEM-focused educational event for CCSD teachers, aligned with continuing education requirements and district goals. Partnered with Envirolution to deliver hands-on STEM training and curriculum resources for educators. Collaborated with school administrators to align the program with classroom standards and promote long-term learning outcomes. Coordinated and led a Las Vegas SPHERE site tour for students and teachers in partnership with Signify, providing real-world exposure to energy and lighting solutions and inspiring future careers in sustainability and engineering.

Education
Procore Certified

Relevant Skills & Focus
Areas
Community Engagement
& Stakeholder Relations

Public Sector & Local
Government
Collaboration

Vendor Outreach &
Supplier Inclusion

STEM Event
Coordination for
Students & Teachers

K–12 Educational
Programming &
Partnerships

16 Years of Experience

417
Annie Mikkelson
Campus and Student Organization Liaison
Annie Mikkelson will be responsible for supporting STEM education and community events on the ESPC project for the City of Orange. Annie is a collaborative leader with a strong background in advancing sustainability, education, and community engagement initiatives, having led outreach efforts, developed impactful programming, and coordinated events that bring together stakeholders across the education and building industries. Her work spans board leadership, public-private partnerships, and strategic communications, always with a focus on creating healthier, more engaging, and future- ready environments.

Relevant Experience
Association for Learning Environments (A4LE), At-Large Board Member and Outreach Committee Chair
Annie serves as an At-Large Board Member and Chair of the Outreach Committee for the Association for Learning Environments (A4LE) Rocky Mountain Chapter, leading efforts to engage K-12 stakeholders, expand membership, and promote the organization’s mission of fostering innovative, student-centered learning environments. She coordinate outreach initiatives, partnerships, and more to connect educators, district administrators, school board members, operations and maintenance staff, designers, and industry professionals across the region.

Yosemite Unified School District, STEM Education and “Flip the Switch” Ceremony
Led coordination and marketing efforts for a district-wide solar dedication event at Yosemite Unified School District, celebrating the launch of new solar PV systems.

Supported hands-on STEM activities for K-12 students, facilitated community engagement, and helped organize a public ceremony featuring elected officials and district leadership, highlighting the District’s commitment to sustainability and clean energy education.

U.S. Green Building Council, Green Schools Summit (2018-2022), Lead Event and Program Manager
This annual summit, which hosts more than 250 industry professionals, focuses on sharing best practices, innovative strategies, and resources for creating healthy, energy-efficient, and environmentally friendly K-12 schools. Participants include educators, administrators, architects, engineers, and policymakers who are committed to promoting sustainability in educational settings. The event aims to inspire and empower attendees to transform schools into healthier, more sustainable learning environments. Annie oversaw this event’s program and execution between 2018 and 2022.

Colorado Real Estate Journal, Green Building Summit, May 2024, Program Lead Annie developed the education program for CREJ’s May 2024 Green Building Summit. She connected the event organizer with subject matter experts and ideated the session topics, including: the business case for net zero buildings, reducing carbon during design and construction, building materials waste reduction and “de-construction”, as well as sessions on the state of Colorado and the City of Denver’s latest decarbonization regulations for commercial buildings.

Education
BA, Communications,
University of Colorado

Certifications
LEED Green Associate
TRUE Advisor

11 Years of Experience
418
Juliette Brown
Client Engagement and Marketing Manager
Juliette Brown will be responsible for the oversight and planning of community engagement, education, and PR opportunities for and with the City of Orange. With 27 years of experience in marketing, event coordination, and project proposal development for the Architectural, Engineering, Construction and Energy industries, Juliette supports all customer-facing phases of complex energy efficiency and infrastructure programs.

As a Marketing and Proposal Manager for Willdan, Juliette manag es and coordinates production of marketing collateral and materials and leads customer events and PR opportunities, representing Willdan across industry, community, and volunteer events.

Juliette collaborates with business development, project management, and design teams to ensure all submittals are compliant and uphold high standards and supports Willdan customers with PR functions and events such as press releases, ribbon-cutting and groundbreaking ceremonies, community engagement initiatives, and award submissions.

Previous and Recent Project Experience
Kern County Career and STEM Expo 2025, Bakersfield, CA
Coordinated and staffed Willdan participation at a STEM educational event co- sponsored by the Kern High School District and the Kern Economic Development Foundation. Developed and led solar power technology activity for high school students.

Yosemite USD STEM event, Oakhurst, CA
Coordinated and managed joint STEM educational event at Yosemite High School. Event included students from grades 6-12, and involved a rota of activities including a solar power technology activity/craft, relay race, and hands-on instruction on solar fundamentals.

Yosemite USD Flip the Switch Dedication, Oakhurst, CA
Coordinated and managed dedication ceremony/ Flip the Switch event at Yosemite High School. Provided refreshments and logistics for ceremony celebrating and dedicating the District’s solar PV systems, attended by Disrict staff, members of the community, representatives from California State Government officials, and local news .

Montecito Union School District, Montecito, CA
Prepared and edited press releases, collateral, and event documents for the dedication ceremony of the District’s Nature Lab “Collaboratory” and solar array.

Columbia County–John Gumm Building Remodel, St. Helens, OR Acted as liaison between corporate marketing and the client, coordinating press events, including invitations and various onsite features such as signage.

Undisclosed Fortune 50 Tech Client, Mountain View, CA
Managed formal proposal coordination and editing for multiple solar PV installations , including preparation of customer presentations.

Southern California Edison (SCE) 540 MW BESS, Los Angeles, CA Coordinated and edited formal proposals and provided ongoing administrative and contract support for this large utility-scale Battery Energy Storage (BESS) project.

Education
BA, English and Studio
Arts, Western
Washington University
General Coursework,
Seattle School of Visual
Concepts

Registrations &
Certifications
Six Sigma Greenbelt

27 Years of Experience
419
420
421

Appendix B: Audited Financials
422
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“C/l

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 27, 2024.Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to .

Commission File Number 001-33076
WILLDAN GROUP, INC.
(Exact name of registrant as specified in its charter)Delaware (State or other jurisdiction of incorporation or organization) 14-1951112 (I.R.S. Employer Identification No.)
2401 East Katella Avenue, Suite 300, Anaheim, California 92806(Address of principal executive offices) (Zip Code)(800) 424-9144(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of Exchange
Common Stock, par value $0.01 per share WLDN The Nasdaq Stock Market LLC(Nasdaq Global Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ⌧
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ⌧ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes ⌧ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ⌧ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the commonequity was last sold, as reported on the Nasdaq Global Market, as of the last business day of the registrant’s most recently completed second fiscal quarterwas $285.3 million. On March 5, 2025 there were 14,407,642 shares of the registrant’s common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCEDesignated portions of the Proxy Statement relating to registrant’s 2025 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of fiscal year 2024, are incorporated by reference into Part III of this Report. 423
Table of Contents
i

TABLE OF CONTENTS
Page
PART I
ITEM 1. BUSINESS 3
ITEM 1A. RISK FACTORS 16
ITEM 1B. UNRESOLVED STAFF COMMENTS 30
ITEM 1C. CYBERSECURITY 30
ITEM 2. PROPERTIES 32
ITEM 3. LEGAL PROCEEDINGS 32
ITEM 4. MINE SAFETY DISCLOSURES 32

PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 33
ITEM 6. RESERVED 35
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 52 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 53
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 102
ITEM 9A. CONTROLS AND PROCEDURES 102
ITEM 9B. OTHER INFORMATION 103
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 104

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 105 ITEM 11. EXECUTIVE COMPENSATION 105
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 105
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 105
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 105

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 106
ITEM 16. FORM 10-K SUMMARY 108
424
Table of Contents
53 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 173) 54 Consolidated Balance Sheets as of December 27, 2024 and December 29, 2023 56 Consolidated Statements of Comprehensive Income for each of the fiscal years in the three-year period ended December 27, 2024 57
Consolidated Statements of Stockholders’ Equity for each of the fiscal years in the three-year period ended December 27, 2024 58
Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended December 27, 2024 59
Notes to Consolidated Financial Statements 60
425
Table of Contents
56 WILLDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
December 27, December 29,2024 2023
AssetsCurrent assets:Cash and cash equivalents $ 74,158 $ 23,397Restricted cash — —Accounts receivable, net of allowance for doubtful accounts of $1,313 and $866at December 27, 2024 and December 29, 2023, respectively 65,557 69,677Contract assets 88,528 93,885Other receivables 2,302 1,169Prepaid expenses and other current assets 4,979 3,888 Total current assets 235,524 192,016Equipment and leasehold improvements, net 29,534 27,097Goodwill 140,991 131,144Right-of-use assets 14,035 12,465Other intangible assets, net 29,414 31,956Other assets 2,019 4,949Deferred income taxes, net 13,346 15,961 Total assets $ 464,863 $ 415,588
Liabilities and Stockholders’ EquityCurrent liabilities:Accounts payable $ 33,766 $ 33,193Accrued liabilities 62,776 54,129Contingent consideration payable 2,500 —Contract liabilities 21,556 13,183Notes payable 10,137 8,452Finance lease obligations 1,138 1,186Lease liability 5,804 4,537 Total current liabilities 137,677 114,680Contingent consideration payable 1,713 —Notes payable, less current portion 79,350 88,979Finance lease obligations, less current portion 1,379 1,184Lease liability, less current portion 9,939 9,758Other noncurrent liabilities 462 1,142 Total liabilities 230,520 215,743
Commitments and contingencies
Stockholders’ equity:Preferred stock, $0.01 par value, 10,000 shares authorized, no shares issued andoutstanding — —Common stock, $0.01 par value, 40,000 shares authorized; 14,169 and 13,682shares issued and outstanding at December 27, 2024 and December 29, 2023,respectively 142 137Additional paid-in capital 197,368 185,795Accumulated other comprehensive income (loss) (314) (664)Retained earnings 37,147 14,577 Total stockholders’ equity 234,343 199,845
Total liabilities and stockholders’ equity $ 464,863 $ 415,588 See accompanying notes to consolidated financial statements. 426
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57 WILLDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share amounts)
Fiscal Year2024 2023 2022
Contract revenue $ 565,798 $ 510,095 $ 429,138
Direct costs of contract revenue (inclusive of directly related depreciation and amortization):

Salaries and wages 93,543 89,915 82,972
Subcontractor services and other direct costs 269,473 240,413 202,587 Total direct costs of contract revenue 363,016 330,328 285,559 Gross profit 202,782 179,767 143,579
General and administrative expenses:

Salaries and wages, payroll taxes and employee benefits 105,373 95,556 81,801 Facilities and facility related 9,718 9,565 9,287
Stock-based compensation 7,388 5,323 8,373
Depreciation and amortization 14,745 16,431 17,489
Other 34,205 30,818 33,692
Total general and administrative expenses 171,429 157,693 150,642 Income (Loss) from operations 31,353 22,074 (7,063)
Other income (expense):

Interest expense, net (7,801) (9,413) (5,328)
Other, net 3,127 1,930 939
Total other expense, net (4,674) (7,483) (4,389)
Income (Loss) before income taxes 26,679 14,591 (11,452) Income tax (benefit) expense 4,109 3,665 (3,004)
Net income (loss) 22,570 10,926 (8,448)
Other comprehensive income (loss):

Unrealized gain (loss) on derivative contracts, net of tax 350 (664) 38 Comprehensive income (loss) $ 22,920 $ 10,262 $ (8,410) Earnings (Loss) per share:

Basic $ 1.63 $ 0.82 $ (0.65)
Diluted $ 1.58 $ 0.80 $ (0.65)
Weighted-average shares outstanding:

Basic 13,818 13,394 13,013
Diluted 14,245 13,606 13,013
See accompanying notes to consolidated financial statements. 427
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58 WILLDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
AccumulatedAdditional OtherCommon Stock Paid-in Comprehensive Retained Shares Amount Capital Income (Loss) Earnings Total Balance at December 31, 2021 12,804 $ 128 $167,032 $ (38) $12,099 $179,221 Shares of common stock issued in connection
with employee stock purchase plan 115 1 3,035 — — 3,036 Shares of common stock issued in connection
with incentive stock plan 34 — 274 — — 274
Shares used to pay taxes on stock grants (34) — (992) — — (992) Issuance of restricted stock award and units 377 4 (4) — — — Stock-based compensation expense — — 8,373 — — 8,373
Net income (loss) — — — — (8,448) (8,448)
Net unrealized gain (loss) on derivative contracts — — — 38 — 38 Balance at December 30, 2022 13,296 $ 133 $177,718 $ (0) $ 3,651 $181,502 Shares of common stock issued in connection
with employee stock purchase plan 182 2 2,779 — — 2,781 Shares of common stock issued in connection
with incentive stock plan 19 — 182 — — 182
Shares used to pay taxes on stock grants (11) — (205) — — (205) Issuance of restricted stock award and units 196 2 (2) — — — Stock-based compensation expense — — 5,323 — — 5,323
Net income (loss) — — — — 10,926 10,926
Net unrealized gain (loss) on derivative contracts — — — (664) — (664) Balance at December 29, 2023 13,682 $ 137 $185,795 $ (664) $14,577 $199,845 Shares of common stock issued in connection
with employee stock purchase plan 164 2 2,836 — — 2,838 Shares of common stock issued in connection
with incentive stock plan 222 2 2,757 — — 2,759
Shares used to pay taxes on stock grants (48) (1) (1,406) — — (1,407) Issuance of restricted stock award and units 149 2 (2) — — — Stock-based compensation expense — — 7,388 — — 7,388
Net income (loss) — — — — 22,570 22,570
Net unrealized gain (loss) on derivative contracts — — — 350 — 350 Balance at December 27, 2024 14,169 $ 142 $197,368 $ (314) $37,147 $234,343 See accompanying notes to consolidated financial statements. 428
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59 WILLDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)
Fiscal Year
2024 2023 2022
Cash flows from operating activities:

Net income (loss) $ 22,570 $ 10,926 $ (8,448)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 14,745 16,431 17,489
Other non-cash items (73) 1,445 —
Deferred income taxes, net 2,615 2,582 (1,694)
(Gain) loss on sale/disposal of equipment (15) (63) (64) Provision for doubtful accounts 740 825 243
Stock-based compensation 7,388 5,323 8,373
Accretion and fair value adjustments of contingent consideration 153 — 3,168 Changes in operating assets and liabilities, net of effects from business acquisitions:

Accounts receivable 5,316 (10,300) 6,766
Contract assets 5,778 (10,825) (23,772)
Other receivables (1,133) 3,604 1,494
Prepaid expenses and other current assets (1,091) 2,566 (1,230) Other assets 2,953 5,717 3,223
Accounts payable (831) 4,360 (7,839)
Accrued liabilities 4,707 5,030 12,970
Contract liabilities 8,373 598 (914)
Right-of-use assets (122) 995 (332)
Net cash (used in) provided by operating activities 72,073 39,214 9,433 Cash flows from investing activities:

Purchase of equipment, software, and leasehold improvements (8,413) (9,925) (9,602) Proceeds from sale of equipment 34 68 75
Cash paid for acquisitions, net of cash acquired (7,364) (1,600) — Net cash (used in) provided by investing activities (15,743) (11,457) (9,527) Cash flows from financing activities:

Payments on contingent consideration — (4,000) (10,206) Receipt of restricted cash — — 10,679
Payment on restricted cash — (10,679) —
Payments on notes payable (190) (1,631) (1,920)
Payments on debt issuance costs — (1,114) (177)
Proceeds from notes payable — — 1,718
Borrowings under term loan facility and line of credit — 105,000 20,000 Repayments under term loan facility and line of credit (8,125) (112,875) (13,000) Principal payments on finance leases (1,444) (1,304) (1,054) Proceeds from stock option exercise 2,759 182 274
Proceeds from sales of common stock under employee stock purchase plan 2,838 2,781 3,036 Cash used to pay taxes on stock grants (1,407) (205) (992) Net cash (used in) provided by financing activities (5,569) (23,845) 8,358 Net increase (decrease) in cash, cash equivalents and restricted cash 50,761 3,912 8,264 Cash, cash equivalents and restricted cash at beginning of period 23,397 19,485 11,221 Cash, cash equivalents and restricted cash at end of period $ 74,158 $ 23,397 $ 19,485 Supplemental disclosures of cash flow information:

Cash paid (received) during the period for:

Interest $ 7,520 $ 10,193 $ 5,066
Income taxes 1,316 (3,072) (1,120)
Supplemental disclosures of noncash investing and financing activities:

Contingent consideration related to business acquisitions $ 4,060 $ — $ — Equipment acquired under finance leases 1,605 961 2,451 See accompanying notes to consolidated financial statements. 429
Exhibit 31.1
SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Michael A. Bieber, certify that:

1. I have reviewed this annual report on Form 10-K of Willdan Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 6, 2025
By: /s/ MICHAEL A. BIEBER
Michael A. Bieber
President, Chief Executive Officer and Director
(Principal Executive Officer)
430
Exhibit 31.2
SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Creighton K. Early, certify that:

1. I have reviewed this annual report on Form 10-K of Willdan Group, Inc.;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 6, 2025
By: /s/ C REIGHTON K. EARLY
Creighton K. Early
Chief Financial Officer and Executive Vice President (Principal Financial Officer) 431
Exhibit 32.1
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 10-K of Willdan Group, Inc. (the “Company”) for the fiscal yearended December 27, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael A. Bieber, as President and Chief Executive Officer of the Company, and Creighton K. Early, as Chief Financial Officer and Executive Vice President of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ MICHAEL A. BIEBER
Michael A. Bieber
President and Chief Executive Officer
(Principal Executive Officer)
March 6, 2025
By: /s/ CREIGHTON K. EARLY
Creighton K. Early
Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
March 6, 2025
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of § 18 ofthe Securities Exchange Act of 1934, as amended. A signed original of this written statement required by § 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
432
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“C/l

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 29, 2023.Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to .

On March 6, 2024 there were 13,770,106 shares of the registrant’s common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
None.
433
Table of Contents
i

TABLE OF CONTENTS
Page
PART I
ITEM 1. BUSINESS 3
ITEM 1A. RISK FACTORS 18
ITEM 1B. UNRESOLVED STAFF COMMENTS 32
ITEM 1C. CYBERSECURITY 32
ITEM 2. PROPERTIES 33
ITEM 3. LEGAL PROCEEDINGS 33
ITEM 4. MINE SAFETY DISCLOSURES 34

PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 35
ITEM 6. RESERVED 37
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 54 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 55
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 103
ITEM 9A. CONTROLS AND PROCEDURES 103
ITEM 9B. OTHER INFORMATION 104
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 104

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 105 ITEM 11. EXECUTIVE COMPENSATION 113
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 135
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 138
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 140

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 142
ITEM 16. FORM 10-K SUMMARY 145
434
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55 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 173) 56 Consolidated Balance Sheets as of December 29, 2023 and December 30, 2022 59 Consolidated Statements of Comprehensive Income for each of the fiscal years in the three-year period ended December 29, 2023 60
Consolidated Statements of Stockholders’ Equity for each of the fiscal years in the three-year period ended December 29, 2023 61
Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended December 29, 2023 62
Notes to Consolidated Financial Statements 63
435
Table of Contents
59 WILLDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
December 29, December 30,
2023 2022
Assets
Current assets:

Cash and cash equivalents $ 23,397 $ 8,806
Restricted cash — 10,679
Accounts receivable, net of allowance for doubtful accounts of $866 and $640 at December 29, 2023 and December 30, 2022, respectively 69,677 60,202 Contract assets 93,885 83,060
Other receivables 1,169 4,773
Prepaid expenses and other current assets 3,888 6,454
Total current assets 192,016 173,974
Equipment and leasehold improvements, net 27,097 22,537 Goodwill 131,144 130,124
Right-of-use assets 12,465 12,390
Other intangible assets, net 31,956 41,486
Other assets 4,949 10,620
Deferred income taxes, net 15,961 18,543
Total assets $ 415,588 $ 409,674
Liabilities and Stockholders’ Equity
Current liabilities:

Accounts payable $ 33,193 $ 28,833
Accrued liabilities 54,129 59,110
Contingent consideration payable — 4,000
Contract liabilities 13,183 12,585
Notes payable 8,452 16,903
Finance lease obligations 1,186 1,113
Lease liability 4,537 4,625
Total current liabilities 114,680 127,169
Notes payable 88,979 90,544
Finance lease obligations, less current portion 1,184 1,601 Lease liability, less current portion 9,758 8,599
Other noncurrent liabilities 1,142 259
Total liabilities 215,743 228,172
Commitments and contingencies
Stockholders’ equity:

Preferred stock, $0.01 par value, 10,000 shares authorized, no shares issued and outstanding — —
Common stock, $0.01 par value, 40,000 shares authorized; 13,682 and 13,296 shares issued and outstanding at December 29, 2023 and December 30, 2022, respectively 137 133
Additional paid-in capital 185,795 177,718
Accumulated other comprehensive loss (664) —
Retained earnings 14,577 3,651
Total stockholders’ equity 199,845 181,502
Total liabilities and stockholders’ equity $ 415,588 $ 409,674 See accompanying notes to consolidated financial statements. 436
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60 WILLDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share amounts)
Fiscal Year2023 2022 2021
Contract revenue $ 510,095 $ 429,138 $ 353,755
Direct costs of contract revenue (inclusive of directly related depreciation and amortization):

Salaries and wages 89,915 82,972 65,648
Subcontractor services and other direct costs 240,413 202,587 152,233 Total direct costs of contract revenue 330,328 285,559 217,881 Gross profit 179,767 143,579 135,874
General and administrative expenses:

Salaries and wages, payroll taxes and employee benefits 95,556 81,801 73,812 Facilities and facility related 9,565 9,287 9,896
Stock-based compensation 5,323 8,373 16,563
Depreciation and amortization 16,431 17,489 17,146
Other 30,818 33,692 27,148
Total general and administrative expenses 157,693 150,642 144,565 Income (Loss) from operations 22,074 (7,063) (8,691) Other income (expense):

Interest expense, net (9,413) (5,328) (3,869)
Other, net 1,930 939 156
Total other expense, net (7,483) (4,389) (3,713)
Income (Loss) before income taxes 14,591 (11,452) (12,404) Income tax (benefit) expense 3,665 (3,004) (3,987)
Net income (loss) 10,926 (8,448) (8,417)
Other comprehensive income (loss):

Unrealized gain (loss) on derivative contracts, net of tax (664) 38 450 Comprehensive income (loss) $ 10,262 $ (8,410) $ (7,967) Earnings (Loss) per share:

Basic $ 0.82 $ (0.65) $ (0.68)
Diluted $ 0.80 $ (0.65) $ (0.68)
Weighted-average shares outstanding:

Basic 13,394 13,013 12,458
Diluted 13,606 13,013 12,458
See accompanying notes to consolidated financial statements. 437
Table of Contents
61 WILLDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
AccumulatedAdditional OtherCommon Stock Paid-in Comprehensive Retained Shares Amount Capital Income (Loss) Earnings Total Balance at January 1, 2021 12,160 $ 122 $149,014 $ (488) $20,516 $169,164 Shares of common stock issued in connection with
employee stock purchase plan 106 2 2,653 — — 2,655
Shares of common stock issued in connection with
incentive stock plan 150 1 1,923 — — 1,924
Shares used to pay taxes on stock grants (79) (1) (3,116) — — (3,117) Issuance of restricted stock award and units 467 4 (5) — — (1) Stock-based compensation expense — — 16,563 — — 16,563 Net income (loss) — — — — (8,417) (8,417)
Net unrealized gain (loss) on derivative contracts — — — 450 — 450 Balance at December 31, 2021 12,804 $ 128 $167,032 $ (38) $12,099 $179,221 Shares of common stock issued in connection with
employee stock purchase plan 115 1 3,035 — — 3,036
Shares of common stock issued in connection with
incentive stock plan 34 — 274 — — 274
Shares used to pay taxes on stock grants (34) — (992) — — (992) Issuance of restricted stock award and units 377 4 (4) — — — Stock-based compensation expense — — 8,373 — — 8,373
Net income (loss) — — — — (8,448) (8,448)
Net unrealized gain (loss) on derivative contracts — — — 38 — 38 Balance at December 30, 2022 13,296 $ 133 $177,718 $ (0) $ 3,651 $181,502 Shares of common stock issued in connection with
employee stock purchase plan 182 2 2,779 — — 2,781
Shares of common stock issued in connection with
incentive stock plan 19 — 182 — — 182
Shares used to pay taxes on stock grants (11) — (205) — — (205) Issuance of restricted stock award and units 196 2 (2) — — — Stock-based compensation expense — — 5,323 — — 5,323
Net income (loss) — — — — 10,926 10,926
Net unrealized gain (loss) on derivative contracts — — — (664) — (664) Balance at December 29, 2023 13,682 $ 137 $185,795 $ (664) $14,577 $199,845 See accompanying notes to consolidated financial statements. 438
Table of Contents
62 WILLDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Fiscal Year
2023 2022 2021
Cash flows from operating activities:Net income (loss) $ 10,926$ (8,448)$ (8,417)Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation and amortization 16,431 17,489 17,146Deferred income taxes, net 2,582 (1,694) (2,738)(Gain) loss on sale/disposal of equipment (63) (64) (24)Provision for doubtful accounts 825 243 102Stock-based compensation 5,323 8,373 16,563Accretion and fair value adjustments of contingent consideration — 3,168 2,333Changes in operating assets and liabilities, net of effects from business acquisitions:Accounts receivable (10,300) 6,766 (14,209)Contract assets (10,825) (23,772) 3,138Other receivables 3,604 1,494 138Prepaid expenses and other current assets 3,170 (1,230) 828Other assets 5,671 3,223 (7,849)Accounts payable 4,360 (7,839) (4,700)Accrued liabilities 5,917 12,970 1,625Contract liabilities 598 (914) 6,065Right-of-use assets 995 (332) (197) Net cash provided by operating activities 39,214 9,433 9,804 Cash flows from investing activities:Purchase of equipment and leasehold improvements (9,925) (9,602) (8,500)Proceeds from sale of equipment 68 75 46Cash paid for acquisitions, net of cash acquired (1,600) — — Net cash used in investing activities (11,457) (9,527) (8,454) Cash flows from financing activities:Payments on contingent consideration (4,000) (10,206) (6,615)Receipt of restricted cash — 10,679 —Payment on restricted cash (10,679) — —Payments on notes payable (1,631) (1,920) (1,909)Payments on debt issuance costs (1,114) (177) —Proceeds from notes payable — 1,718 2,074Borrowings under term loan facility and line of credit 105,000 20,000 —Repayments under term loan facility and line of credit (112,875) (13,000) (13,000)Principal payments on finance leases (1,304) (1,054) (545)Proceeds from stock option exercise 182 274 1,924Proceeds from sales of common stock under employee stock purchase plan 2,781 3,036 2,655Cash used to pay taxes on stock grants (205) (992) (3,117)Restricted Stock Award and Units — — (1) Net cash provided by (used in) financing activities (23,845) 8,358 (18,534) Net increase (decrease) in cash, cash equivalents and restricted cash 3,912 8,264 (17,184)Cash, cash equivalents and restricted cash at beginning of period 19,485 11,221 28,405 Cash, cash equivalents and restricted cash at end of period $ 23,397$ 19,485$ 11,221 Supplemental disclosures of cash flow information:Cash paid (received) during the period for:Interest $ 10,193$ 5,066 $ 3,545Income taxes (3,072) (1,120) (1,616)Supplemental disclosures of noncash investing and financing activities:Equipment acquired under finance leases 961 2,451 1,376 See accompanying notes to consolidated financial statements. 439
Appendix C: Bank Letter
440
National Industries Group
320 S. Canal Street
15th Floor
Chicago, IL 60606
RE: Willdan Energy Solutions Inc.

To Whom It May Concern:

BMO Bank, NA has enjoyed a depository and lending relationship with Willdan Group, Inc. and its wholly owned subsidiary, Willdan Energy Solutions Inc. (collectively “Willdan”) since 2014. All obligations and deposit accounts have been handled honorably to date and Willdan is a client in excellent standing with BMO Bank, NA.

Currently, Willdan has a $50 million revolving line of credit, with more than $48 million remaining available, and deposits averaging in the medium eight figures. BMO is pleased to extend our recommendation for their services.

Sincerely,
Giulia F. Naccarato
Assistant VicePresident
BMO Bank N.A.

National Industries Team
312-339-3195
441
Appendix D: Required Forms
Exhibit A Certificate of Non-Collusion
Addendum 1 Acknowledgment Form
Addendum 2 Acknowledgment Form
442
Request for Qualifications /Proposals:

Energy Conservation , Performance Contracting, and Power Purchasing Agreements.

Page | 17

Exhibit A

CERTIFICATE OF NON-COLLUSION

[Note: This form must be completed and signed by an authorized representative of each bidder.]

Be it known that ________________________________________________________ (name), being first duly sworn, deposes and testifies that he/she is the ___________________________ (relationship with bidding firm), of ______________________________________(legal name of bidding firm), making the foregoing bid:

1. The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation.

2. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid.

3. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding.

4. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder.

5. All statements contained in the bid are true.

6. The bidder has not, directly or indirectly, submitted his or her bid 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, or to any member or agent thereof to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

7. Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, 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 the bidder.

8. 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 _______________ [date], at __________________ [city], ____________ [state].

That all the above statements are true to the best of my knowledge.

______________________________________
Signed

President
Willdan Energy Solutions, Inc.
7/29/2025 Anaheim
California
Aaron Etzkorn
443
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Colton Gorman Willdan
Willdan
858-951-2195
[email protected]
6/26/25
445

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Orange City CouncilFebruary 10, 2026

Orange City Council
February 10, 2026