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Energy Services Agreement 2 04/21/2026 WHEREAS, subject to separate Council approval, Agreement may be amended for ESCO to implement the agreed upon scope of work as the design/build general contractor, and implementation may be phased according to funding availability and CITY priorities; and WHEREAS, funding plan options will be based on funding plans used by other California cities for similar projects, ESCO neither provides financial advice nor functions as a Municipal Financial Advisor, and CITY’s Finance Department, Municipal Financial Advisor and/or City leadership shall be responsible for reviewing the options to provide recommendations to Staff and Coun cil; and WHEREAS, Parties intend to meet procurement requirements for eligible local, state and federal funding sources under the formal procurement process conducted for RFQ No. 2025-10 or California Government Code sections 4217.10 – 4217.18. WHEREAS, ESCO does not engage in or advise on public contracting on CITY’s behalf, and both RFQ No. 2025-10 and this Agreement affirm CITY's intent to work with ESCO for all Program phases; ESCO will be disqualified from future bids or RFQs for projects developed under this Agreement if CITY elects not to award ESCO as the design/build general contractor for Program implementation; and WHEREAS, ESCO is considered competent to perform the Program services for CITY; and WHEREAS, CITY and ESCO desire to enter into this Agreement for the performance of the Services described herein. NOW, THEREFORE, in consideration of the mutual covenants, promises, terms, and conditions set forth herein, and the mutual benefits derived therefrom, the Parties hereby agree as follows: 1. DESCRIPTION OF SERVICES. ESCO shall furnish all the Services described in Exhibits “A” and “B” (“Services”) within the Program term. 2. TERM. The term of this Agreement shall be from the Effective Date of the Agreement through December 31, 2029. The term may be modified by mutual agreement of the Parties. 3. COMPENSATION. CITY shall pay, and ESCO shall accept in full, an amount not to exceed the sum of $0 for the scope of services outlined in Exhibit A – Section C including development of scope of work and funding plan options for the Program. Subject to separate Council approval of an amendment to this Agreement, compensation will be amended to include a not -to- exceed turnkey price for ESCO to implement the agreed upon scope as design/build general contractor as outlined in Exhibit B. The turnkey implementation price will include ESCO’s 5% profit fee and recouped project development costs associated with the projects that move forward. ESCO shall be compensated only for performance of the Services described in the Agreement. No compensation shall be provided for any other work or services without CITY’s prior written consent. The City shall have sole discretion as to whether to enter to such an amendment, and if it does so, the desired scope and phasing for implementation of the project. If the City does not enter to an amendment, the City shall not be liable to ESCO for any costs, fees or penalties. 4. PERFORMANCE. ESCO shall faithfully perform the Services in a proficient manner and in accord with the terms of this Agreement. ESCO shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all reports and other information furnished by ESCO pursuant to this Agreement, except that ESCO shall not be responsible for the accuracy of Docusign Envelope ID: 2FACAA06-C000-8E3B-8363-DD2D556A0D51Docusign Envelope ID: 8C132635-A597-8F5D-8082-3EB7B8AE19BF