Loading...
HomeMy WebLinkAbout2024-621-E-AMS-Willdan Energy Solutions-Seymour Center Energy Efficiency ImprovementsRevised 01/24 1 [Departmental Use Only] TITLE Seymour Energy Efficiency FY 2024-2025 NORTH CAROLINA CONSTRUCTION AGREEMENT UNDER $250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called “Agreement”), made as of the 20th day of October, 2024, by and between Willdan Energy Solutions, (hereinafter called the “Contractor”), and Orange County, a political subdivision of the State of North Carolina, (hereinafter called the “County,” “Orange County,” or “Owner”). W I T N E S S E T H: That the Contractor and the Owner, for the consideration herein named, agree as follows: 1. CONTRACT DOCUMENTS; PRIORITY The Contract Documents consist of this Agreement, the Request for Proposals, Proposal, Construction Drawings, and Written Specifications. The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority: a. This Agreement. b. Designer Approved Bulletins and Field Orders. c. Request for Proposals and addenda thereto. d. Proposal. 2. SCOPE OF WORK The Contractor shall furnish and deliver all of the materials, and perform all of the work required by this Agreement within the time period stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner and in accordance with the following enumerated documents, which are made a part hereof as if fully contained herein: a. Construction Drawings prepared by NA (Sheet dated ) b. Written specifications prepared by the project engineer. c. Willdan Energy Solutions proposal dated October 9, 2024 which fully describes the work to be performed. Such work will hereafter be called the “Work”. d. Related documents listed under Section 1 above. 3. TERM AND SCHEDULING a. The Contractor agrees to commence work pursuant to the written Notice to Proceed. b. The Contractor agrees to complete substantially all Work by June 30, 2025. Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Revised 01/24 2 c. Time is of the essence with respect to all dates specified in the Contract Documents as Completion Dates. d. The Contractor shall perform the Work in the time, manner, and form required by the Contract Documents and as stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner. e. It is expressly understood that the Owner will employ other contractors to perform work as a part of the Project whose work will be performed simultaneously and sequentially with the performance of the Work by the Contractor. It shall be necessary for the Contractor to coordinate its activities with such other contractors, particularly with respect to access to work areas, storage of materials and other common facilities. f. Should the Owner determine that the Contractor is behind schedule Owner may require, at no additional cost to the Owner, the Contractor to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform the Work in accordance with the approved project schedule. 4. STANDARD OF CARE a. The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the highest generally accepted standards of this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Contractor is solely responsible for the professional quality, accuracy and timely completion and submission of all work. b. The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance or configuration. c. Contractor shall be responsible for all errors or omissions caused by its employees, agents, contractors, or assigns in the performance of the Agreement. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the Owner. d. Contractor is an independent contractor of Owner. Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the Owner, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Contractor. e. If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Contractor represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Revised 01/24 3 f. The Contractor is responsible for all physical damage to owned or rented machinery, tools, equipment, forms, and other items owned, rented or used by the Contractor and Subcontractor(s) in the performance of the Work including all of Owner’s property in Contractor’s care, custody, or control, and all such property while it is in transit. g. The Contractor is solely responsible for obtaining all permits necessary to complete the Work in compliance with all local, state, and federal laws. 5. PAYMENT & TAXES a. The Owner hereby agrees to pay to the Contractor for the faithful performance of this Agreement and the Contractor hereby agrees to perform all of the Work for a sum not-to- exceed Twenty-Three Thousand, One Hundred Thirty-Seven Dollars ($23,137.00). Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Owner’s Representative, generally the architect if an architect is retained on the Work, a Request for Payment for work done during the previous calendar month. i. The Request for Payment shall be in form of a standardized invoice or AIA Document G702-703 appropriately addressed to Owner’s Representative at PO Box 8181, Hillsborough NC 27278 and shall show substantially the value of work done during the previous calendar month. ii. The amount due for payment shall be ninety-five percent (95%) of the value of work completed since the last Request for Payment and this amount shall be paid by the Owner on or before the last business day of the month. Owner shall retain five percent (5%). 1. Upon Owner’s Representative’s certification that ninety percent (90%) of the Work has been satisfactorily completed retainage may be discontinued. Retainage may be discontinued, at Owner’s Discretion, so long as work continues to be completed satisfactorily and on schedule. iii. Final payment shall not be due to the Contractor until thirty (30) days after one hundred percent (100%) of the Work, including punch list work, has been satisfactorily (as determined by the County) completed and an appropriate affidavit as required in Section 7(c) below has been received by Owner. b. Should Owner reasonably determine that Contractor has failed to perform the Work related to a Request for Payment, Owner, at its discretion may provide the Contractor ten (10) days to cure the breach. Owner may withhold the accompanying payment without penalty until such time as Contractor cures the breach. i. Should Contractor or its representatives fail to cure the breach within ten (10) days, or fail to reasonably agree to such modified schedule, Owner may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Contractor. ii. This section shall not be interpreted to limit the definition of breach to the failure to perform the Work related to a Request for Payment. c. The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of its subcontractors. Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Revised 01/24 4 6. INSURANCE AND BONDS a. Minimum requirements – Contractor shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by Owner’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If Owner’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here NA (if no additional insurance required mark N/A as being not applicable). Contractor shall not commence construction work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. b. Performance Bonds – Contractor shall furnish bonds covering the faithful performance of the Contract and payment of all obligations arising under any of the Contract Documents or related in any way to the Work. Contractor shall immediately furnish a copy of such bonds to any requesting person who appears to be a potential beneficiary of bonds covering payment obligations arising under any of the Contract Documents. This subsection 6(b) applies only to Contracts of fifty thousand dollars ($50,000.00) or more where the total cost for the project is three hundred thousand dollars ($300,000.00) or more. 7. INDEMNITY a. To the extent authorized by North Carolina law the Contractor shall indemnify, without limitation, and hold harmless to the maximum extent permitted by law the Owner and its agents and employees from and against any and all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the performance or nonperformance of the Work, provided that any such claim, damages, loss or expense (A) is attributable to bodily injury, sickness, disease or death or injury to, or destruction of, property, including the loss of use resulting therefrom; and (B) is caused in whole or in part by any breach of any provision of the Agreement or by any negligent or wrongful act or omission of the Contractor, any Subcontractor, or supplier of the Contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The indemnification obligation under this paragraph shall not be limited in any way by any limitation of the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, disability benefits acts or other employee benefit acts. It is the intent of this section that the Contractor shall indemnify the County to the maximum extent allowed by law. b. The Contractor shall indemnify and hold harmless Owner from any lien of whatever type through the purchase of appropriate bonds and insurance as designated in Section 6 above. In the event any such lien is filed against Owner’s property Contractor shall, through such bonds and insurance or at Contractors expense, defend Owner against all such claims of lien. c. Upon completion of the Work the Contractor shall execute an affidavit stating there are no unpaid debts for any work that has been done or materials that have been furnished to the Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Revised 01/24 5 project prior to and as of the date of substantial completion and further stating that Contractor shall indemnify, save and protect Owner and Owner’s lender, if any, harmless from and against any and all claims, liabilities, losses, damages, causes of action, and expenses (including court costs and reasonable attorney’s fees related thereto) arising out of, in connection with, or resulting from any such debts and liens. Such indemnification shall be in a form and substance acceptable to Owner. d. By executing this Agreement Contractor agrees to abide by and be bound by the indemnification provisions herein. 8. DISPUTE RESOLUTION AND GOVERNING LAW a. Any dispute with respect to any provision of, or the performance or non-performance of, this Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). b. The laws of the State of North Carolina shall apply to the interpretation and enforcement of this Agreement. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or nonperformance of, this Agreement or the Contract shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. c. Notice of any claim by Owner or Contractor must be initiated by written notice to the other Party within thirty (30) days of the occurrence of the event giving rise to the claim or within thirty (30) days of the discovery of the event or condition giving rise to the claim, whichever is later. i. Should any claim be made, regardless of whether such claim is made by Owner or Contractor, Contractor shall continue to faithfully and diligently perform the Work in such a manner as to meet all scheduled timelines. Any failure to faithfully and diligently perform the Work may be deemed, by the Owner, a breach of the Contract. ii. If a claim is made such claim shall be made to the initial decision maker, if applicable, who may request more supporting data, reject the claim in whole or in part, approve the claim in whole or in part or advise the parties the claim is unable to be resolved. iii. If a claim is made by the Owner the Owner may, but is not obligated to, notify the surety. 9. NON–APPROPRIATION a. Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. b. In the event that public funds are unavailable or not appropriated for the performance of Owner’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Revised 01/24 6 unavailability or non-appropriation of public funds. It is expressly agreed that Owner shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. c. In the event of a change in the Owner’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Owner’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner’s legal authority. 10. NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Owner: Contractor: Orange County Willdan Energy Solutions Attn: A. Barnes PO Box 51645 P.O. Box 8181 Los Angeles, NC 90051 Hillsborough, NC 27278 Attn: Eileen Thorsos 11. MISCELLANEOUS a. Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties and Obligations imposed by state, federal or local law, rules, regulations and ordinances. b. No act or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty granted them under the Contract Documents, nor shall any act or failure to act constitute any approval except as specifically agreed in writing. c. The Work shall be tested and inspected as required by the Contract Documents and as required by law. Unless prohibited by law the costs of all such tests and inspections related to state and federal codes such as ADA, Administrative, Electrical, Plumbing, Mechanical and Building Codes shall be borne by the Contractor. The costs for material and structural testing shall be conducted by an independent third party at the expense of the Owner. Delays related to any of the aforementioned tests and inspections shall not be grounds for delaying the completion of the work. If any such tests and inspections reveal deficiencies in the Work such that the Work does not comply with terms or requirements of the Contract Documents and the requirements of any code or law the Contractor is solely responsible for the cost of bringing such deficiencies into compliance with the terms of the Contract Documents and any code or law. d. Should the Architect, if an architect is retained for the project involving the Work, or Owner reject any portion of the Work for failing to comply with the Contract Documents Contractor shall immediately, at Contractor’s expense, correct the Work. Any such rejection may be made before or after substantial completion. If applicable, any additional expense borne by the Architect under this section shall be paid at Contractor’s expense. e. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Revised 01/24 7 its entirety without the prior written consent of the Owner. f. By executing this Agreement Contractor affirms that Contractor and any subcontractors of Contractor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. g. By executing this Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. h. By executing this Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. i. The County has designated (Paul Sorrell) to act as the County's representative with respect to the Work and shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. j. Contractor shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non- discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. k. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. l. In the event of a breach by Contractor Owner has sole authority to determine the reasonableness of Contractor’s actions to remedy such breach or complete the performance of its obligations. m. Upon request of the Owner, the Contractor shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation and if such request is made final compensation shall not be due until all relevant documentation is received, reviewed, and approved by Owner. n. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Revised 01/24 8 obligations. 12. CONSEQUENTIAL AND LIQUIDATED DAMAGES a. Owner and Contractor mutually waive any claim against each other for consequential damages. Consequential Damages include: i. Damages incurred by Owner for loss of use, income, financing, or business. ii. Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. b. Liquidated damages shall be in accord with the Contract Documents. If the Contract Documents do not otherwise address liquidated damages, such damages shall be in the amount of five hundred dollars ($500.00) per day. 13. TERMINATION OR SUSPENSION a. The Owner may, without cause, order the Contractor to terminate, suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. i. If Owner issues a written order to delay, suspend, or interrupt the Work, and such order is not due to or as a result of any fault on the part of the Contractor or any subcontractor, the Contractor may recover a per diem amount of five hundred dollars ($500.00) per day with a not-to-exceed limit of ten thousand dollars ($10,000.00). ii. In the event of termination by the Owner under this Agreement, the Contractor shall be entitled to receive its reasonable and documented direct costs incurred prior to the date Owner mails the notice of termination, including the cost of materials purchased for the Work, but only if such purchases cannot be canceled, or materials returned, or which material cannot reasonably be used by the Contractor on other work, and the cost of closing down the work in a safe and efficient manner. iii. If Owner elects to suspend or terminate the contract pursuant to subparagraphs 13.a.i. or 13 a.ii. the sole remedy available to the Contractor are those listed in said subparagraphs and Contractor is not entitled to any right to further claims for any amount owed or disputed or for payment of damages alleged to have been sustained as a result of Owner’s order to delay, suspend, or interrupt the Work. b. The Owner may, with cause, order the Contractor to suspend, delay or interrupt the Work in whole or in part for such period of time as the cause remains. i. If Owner issues a written order to delay, suspend, or interrupt the Work, and such order is due to or as a result of any fault on the part of the Contractor or any subcontractor, the Owner may reduce payment at a per diem amount of five hundred dollars ($500.00) per day for the full duration of the delay, suspension, or interruption. Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Revised 01/24 9 c. Contractor may terminate the Contract if, at the Owner’s written direction, the Work is stopped for thirty (30) consecutive days through no act or fault of the Contractor, their agents or employees, or a subcontractor or their agents or employees or any other person performing work pursuant to the Contract Documents. Contractor may terminate the Contract if a Court or other Public authority having jurisdiction enters a lawful order that requires all work to be stopped and such stoppage lasts for thirty (30) consecutive days. d. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impossible due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 14. ENTIRE AGREEMENT All of the documents listed, referenced or described in this Agreement, the written Notice-to- Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents, and the work, labor, materials and completed construction required by the Contract Documents and all parts thereof is the Work. The Contract Documents constitute the entire agreement between Owner and Contractor. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. If any provision of the Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written wholly or in a number of counterparts each of which shall, without proof or accounting for other counterparts, be deemed an original contract. ORANGE COUNTY CONTRACTOR ____________________________________ ________________________________________ Signature Signature County Manager ________________________________________ Printed Name and Title Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Jami Barnhill Snow 10/15/2024 Regional Sales Manager 10/22/2024 Revised 01/24 10 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Willdan Energy Solutions Vendor Contact Person: Eileen Thorsos (ethorsos@willdan.com) Phone: 919.909.9396 Address: PO Box 51645 City Los Angeles State: CA Zip: 90051 Department: AMS/Sustainability Amount: 23,137.00 Purpose: Seymour Center Energy Efficiency Improvements Budget Code(s): 61370035-880040-11005 Vendor # 68430 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10/20/2024 End Date 06/30/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: 11005) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement; OR This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 10/16/2024 10/20/2024 10/21/2024 10/22/2024 Revised 01/24 11 Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Duke Energy Small Business Energy Saver Program Energy Efficiency Proposal Presented to: Orange County Seymour Center Amy Eckberg (Energy Manager/Assistant Energy Manager) Orange County 2551 Homestead Rd Chapel Hill, NC, 27516 919-245-2626 aeckberg@orangecountync.gov Presented by: Eileen Thorsos Energy Service Representative WILLDAN 16810 Kenton Drive, Suite 240 Huntersville, NC 28078 919-909-9396 ethorsos@willdan.com This proposal includes the following sections: 2 Summary 3 Payment Opti ons 4 Scope of Work 15 Del ivery Plan 16 Parti cipati on Agreement 20 Payment Informati on Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 2 Summary Your business could spend up to $4,786 less on energy per year if you take advantage of our energy efficiency upgrades we are proposing. R ed u ce Ma int enance Costs Enh an ce Employee Productivity Increase Cust omer Comfort t o Improve Sales Impr o ve Workpla ce Safety and Reduce Potential Hazards $1 Mon th $1 Year $5 Year s Savings after $398.80 Savings after $4,785.63 Savings after $23,928.15 Total Upgrade Cost $37,153.47 Utility Incentive (40%)$14,016.84 Your Cost (60%) *$23,136.63 Est. Annual Savings **$4,785.63/yr Est. 1st Yr Return on Investment 21% * T his as s umes Cus tomer c ontribution to be paid in equal pay ments up to 24 months . ** Es timated sav ings in dollars is bas ed on a blended r ate of $0.082 per k Wh, $1.000 per Therm, applied to projec ted k Wh and Therm s av ings amounts . See Sc ope of Work for a detailed break down of ener gy s av ings . VALUE ADDED BENEFITS EST. INCOME EXPECTED FROM YOUR ENERGY EFFICIENCY INVESTMENT* Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 3 Payment Options O ption 1:Lump Sum Payment - Best O ption! Est. 1st year return on investment 23% Deposit (0%)$0.00 Total Payment $20,822.97 10.00 % discount of $2,313.66 if you pay upgra de in full after completion O ption 2:Financ ing O ptions - Rates as low as 0%! Term 12 Months 24 Months 36 Months Monthly S avings $398.80 $398.80 $398.80 Monthly Payment $1,928.05 $964.03 $642.68 Monthly Cash Flow ($1,529.25)($565.23)($243.88) Term 48 Months 60 Months Monthly S avings $398.80 $398.80 Monthly Payment $482.01 $385.61 Monthly Cash Flow ($83.21)$13.19 Payment plans are offered through Nation al Energy Improvemen t Fun d (the "Len der"). Participatin g C ustomers mu st qu alify separately. 0% rates u p to $25,000, below -market rate fin ancin g for projects above $25,000. Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 4 Scope of Work Customer: Orange County Seymour Center Program Energy Efficiency Measures Customer Notes: Exclude d: se e p. 1 3 -1 4. SUBSTITUTIONS : Sub lin e s 3 , 10, 55 , & 94 to L EDVance/Sylva n ia LED8.5 PB24 H8SC1AB. Sub line s 1 4 & 102 to Gre en Crea tive 9PLO/8 40/HYBM. Sub line 6 4 to LED1 1T5HEL36FG841BF L EDVan ce/Sylva nia. Su b line 65 to LEDVa nce/Sylvania LED8 T5HEL 24FG8 41BF. Existing Measure Propos ed Meas ure Line Location Existing Type Qty Proposed Type Qty Est. Energy Savings by Line Item Auto Floor 2: Wellness Room #242 Lift Required for i nstallation 1 Scissor Lift Rental 1 Day 1 Auto Floor 2: Wellness Room #242 Lift Required for i nstallation 1 Lift Delivery 1 2 Floor 2: Lobby Uplighting A 1x4, 2-Lamp T5 28W Fluorescent Fi xture 22 will be Retrofit with (2) 4' T5 F28 RLED 4100K Lamps. 22 Watts: 770 kWh: 2,811 Est. Hours: 3,650 3 Floor 2: Lobby - Over Desk A 32w Tw in Compact Fluorescent Lamp. 3 will be Retrofit with (1) 2' RLED 4100K Lamp. 3 Watts: 77 kWh: 279 Est. Hours: 3,650 4 Floor 2: Reception/Hallway Cans A 32w Tw in Compact Fluorescent Lamp. 6 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 6 Watts: 138 kWh: 504 Est. Hours: 3,650 5 Floor 2: Restrooms A 32w Tw in Compact Fluorescent Lamp. 3 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 3 Watts: 69 kWh: 252 Est. Hours: 2,920 5 Floor 2: Restrooms Install a wireless extended range ceiling occupancy sensor w/ radio wall switch 1 6 Floor 2: Restrooms A 1x4, 3-Lamp T8 NP Fluorescent Fi xture 11 will be Retrofit with (3) 4' RW RLED 4100K Lamps. 11 Watts: 710 kWh: 6,215 Est. Hours: 8,760 7 Floor 2: Restrooms A 32w Tw in Compact Fluorescent Lamp. 8 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 8 Watts: 184 kWh: 96 Est. Hours: 365 7 Floor 2: Restrooms Install a wireless ceiling occupancy sensor w/ radio wall switch 3 Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 5 Scope of Work Customer: Orange County Seymour Center Program Energy Efficiency Measures Customer Notes: Exclude d: se e p. 1 3 -1 4. SUBSTITUTIONS : Sub lin e s 3 , 10, 55 , & 94 to L EDVance/Sylva n ia LED8.5 PB24 H8SC1AB. Sub line s 1 4 & 102 to Gre en Crea tive 9PLO/8 40/HYBM. Sub line 6 4 to LED1 1T5HEL36FG841BF L EDVan ce/Sylva nia. Su b line 65 to LEDVa nce/Sylvania LED8 T5HEL 24FG8 41BF. Existing Measure Propos ed Meas ure Line Location Existing Type Qty Proposed Type Qty Est. Energy Savings by Line Item 10 Floor 2: Memory Tree/Vet Alcove Seating Area A 32w Tw in Compact Fluorescent Lamp. 2 will be Retrofit with (1) 2' RLED 4100K Lamp. 2 Watts: 51 kWh: 146 Est. Hours: 2,868 11 Floor 2: Hallway2 A 1x4, 1-Lamp T5 28W Fluorescent Fi xture 20 will be Retrofit with (1) 4' T5 F28 RLED 4100K Lamp. 20 Watts: 360 kWh: 1,314 Est. Hours: 3,650 13 Floor 2: Ashe Room A 2x4, 2-Lamp T5 28W Fluorescent Fi xture 6 will be Retrofit with (2) 4' T5 F28 RLED 4100K Lamps. 6 Watts: 210 kWh: 493 Est. Hours: 2,346 14 Floor 2: Outdoor Balcony A 32w Tw in Compact Fluorescent Lamp. 2 will be Retrofit with (1) 2' RLED 4100K Lamp. 2 Watts: 51 kWh: 223 Est. Hours: 4,380 15 Floor 2: Birch Room A 2x4, 2-Lamp T5 28W Fluorescent Fi xture 6 will be Retrofit with (2) 4' T5 F28 RLED 4100K Lamps. 6 Watts: 210 kWh: 307 Est. Hours: 1,460 16 Floor 2: Computer Lab A 2x4, 2-Lamp T5 28W Fluorescent Fi xture 8 will be Retrofit with (2) 4' T5 F28 RLED 4100K Lamps. 8 Watts: 280 kWh: 584 Est. Hours: 2,086 17 Floor 1: Stairwell A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 3 will be Retrofit with (2) 4' RLED 4100K Lamps. 3 Watts: 108 kWh: 946 Est. Hours: 8,760 19 Floor 2: Balcony Seating Area A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 11 will be Retrofit with (2) 4' RLED 4100K Lamps. 11 Watts: 396 kWh: 1,032 Est. Hours: 2,607 20 Floor 2: #215 A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (3) 4' RW RLED 4100K Lamps. 2 Watts: 129 kWh: 168 Est. Hours: 1,304 21 Floor 2: #222 A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 3 will be Retrofit with (3) 4' RW RLED 4100K Lamps. 3 Watts: 194 kWh: 101 Est. Hours: 521 Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 6 Scope of Work Customer: Orange County Seymour Center Program Energy Efficiency Measures Customer Notes: Exclude d: se e p. 1 3 -1 4. SUBSTITUTIONS : Sub lin e s 3 , 10, 55 , & 94 to L EDVance/Sylva n ia LED8.5 PB24 H8SC1AB. Sub line s 1 4 & 102 to Gre en Crea tive 9PLO/8 40/HYBM. Sub line 6 4 to LED1 1T5HEL36FG841BF L EDVan ce/Sylva nia. Su b line 65 to LEDVa nce/Sylvania LED8 T5HEL 24FG8 41BF. Existing Measure Propos ed Meas ure Line Location Existing Type Qty Proposed Type Qty Est. Energy Savings by Line Item 22 Floor 2: Elevator A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 1 will be Retrofit with (2) 4' RLED 4100K Lamps. 1 Watts: 36 kWh: 315 Est. Hours: 8,760 23 Floor 2: Elevator A 1x4, 1-Lamp T8 NP Fluorescent Fi xture 1 will be Retrofit with (1) 4' RLED 4100K Lamp. 1 Watts: 20 kWh: 175 Est. Hours: 8,760 24 Floor 2: Office Space Hallways A 32w Tw in Compact Fluorescent Lamp. 7 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 7 Watts: 161 kWh: 462 Est. Hours: 2,868 25 Floor 2: Office Space Hallways (2) 32w Twin Compact Fluorescent Lamp. 14 will be Retrofit with (2) 4' High Lumen RLED's 4100K, Refl 14 Watts: 406 kWh: 1,164 Est. Hours: 2,868 26 Floor 2: Offices A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 30 will be Retrofit with (3) 4' RW RLED 4100K Lamps. 30 Watts: 1,935 kWh: 4,540 Est. Hours: 2,346 36 Floor 2: #234 A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (3) 4' RW RLED 4100K Lamps. 2 Watts: 129 kWh: 67 Est. Hours: 521 37 Floor 2: #223 Conference A 1x4, 3-Lamp T5 28W Fluorescent Fi xture 3 will be Retrofit with (3) 4' T5 F28 RLED 4100K Lamps. 3 Watts: 159 kWh: 207 Est. Hours: 1,304 38 Floor 2: #223 Conference A 23w One-Piece Compact Fluorescent Lamp. 6 will be replaced with an 5.5w Par20 Dimming LED Lamp. 6 Watts: 141 kWh: 184 Therms: -1 Est. Hours: 1,304 42 Floor 2: #238 Massage Room A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (3) 4' RLED 4100K Lamps. 2 Watts: 114 kWh: 89 Est. Hours: 782 43 Floor 2: Wellness Center A 26w Quad Compact Fluorescent Lamp. 2 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 2 Watts: 44 kWh: 161 Est. Hours: 3,650 Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 7 Scope of Work Customer: Orange County Seymour Center Program Energy Efficiency Measures Customer Notes: Exclude d: se e p. 1 3 -1 4. SUBSTITUTIONS : Sub lin e s 3 , 10, 55 , & 94 to L EDVance/Sylva n ia LED8.5 PB24 H8SC1AB. Sub line s 1 4 & 102 to Gre en Crea tive 9PLO/8 40/HYBM. Sub line 6 4 to LED1 1T5HEL36FG841BF L EDVan ce/Sylva nia. Su b line 65 to LEDVa nce/Sylvania LED8 T5HEL 24FG8 41BF. Existing Measure Propos ed Meas ure Line Location Existing Type Qty Proposed Type Qty Est. Energy Savings by Line Item 44 Floor 2: Wellness Center A 32w Tw in Compact Fluorescent Lamp. 7 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 7 Watts: 161 kWh: 588 Est. Hours: 3,650 45 Floor 2: Wellness Center Restrooms A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (3) 4' RLED 4100K Lamps. 2 Watts: 114 kWh: 119 Est. Hours: 1,043 46 Floor 2: Room #244 A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (3) 4' RLED 4100K Lamps. 2 Watts: 114 kWh: 178 Est. Hours: 1,564 47 Floor 2: #243 Latonya’s Office A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (3) 4' RW RLED 4100K Lamps. 2 Watts: 129 kWh: 336 Est. Hours: 2,607 48 Floor 2: Wellness Room #242 A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (3) 4' RLED 4100K Lamps. 2 Watts: 114 kWh: 267 Est. Hours: 2,346 49 Floor 2: Fitness Center A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 9 will be Retrofit with (3) 4' RLED 4100K Lamps. 9 Watts: 513 kWh: 1,337 Est. Hours: 2,607 51 Floor 1: Craft Room #104 A 2x4, 2-Lamp T5 28W Fluorescent Fi xture 6 will be Retrofit with (2) 4' T5 F28 RLED 4100K Lamps. 6 Watts: 210 kWh: 438 Est. Hours: 2,086 52 Floor 1: Artroom #105 A 2x4, 2-Lamp T5 28W Fluorescent Fi xture 7 will be Retrofit with (2) 4' T5 F28 RLED 4100K Lamps. 7 Watts: 245 kWh: 358 Est. Hours: 1,460 53 Floor 1: Storage in art room A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 1 will be Retrofit with (2) 4' RLED 4100K Lamps. 1 Watts: 36 kWh: 6 Est. Hours: 156 54 Floor 1: Dogwood #107 A 2x4, 2-Lamp T5 28W Fluorescent Fi xture 8 will be Retrofit with (2) 4' T5 F28 RLED 4100K Lamps. 8 Watts: 280 kWh: 584 Est. Hours: 2,086 Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 8 Scope of Work Customer: Orange County Seymour Center Program Energy Efficiency Measures Customer Notes: Exclude d: se e p. 1 3 -1 4. SUBSTITUTIONS : Sub lin e s 3 , 10, 55 , & 94 to L EDVance/Sylva n ia LED8.5 PB24 H8SC1AB. Sub line s 1 4 & 102 to Gre en Crea tive 9PLO/8 40/HYBM. Sub line 6 4 to LED1 1T5HEL36FG841BF L EDVan ce/Sylva nia. Su b line 65 to LEDVa nce/Sylvania LED8 T5HEL 24FG8 41BF. Existing Measure Propos ed Meas ure Line Location Existing Type Qty Proposed Type Qty Est. Energy Savings by Line Item 55 Floor 1: Under Balcony Uplighting A 1x4, 1-Lamp T5 28W Fluorescent Fi xture 34 will be Retrofit with (1) 4' T5 F28 RLED 4100K Lamp. 34 Watts: 612 kWh: 2,425 Est. Hours: 3,963 56 Floor 1: Hallway outside classrooms A 32w Tw in Compact Fluorescent Lamp. 4 will be Retrofit with (1) 2' RLED 4100K Lamp. 4 Watts: 102 kWh: 372 Est. Hours: 3,650 57 Floor 1: Hallway1 A 32w Tw in Compact Fluorescent Lamp. 3 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 3 Watts: 69 kWh: 273 Est. Hours: 3,963 58 Floor 1: Restrooms A 1x4, 3-Lamp T8 NP Fluorescent Fi xture 12 will be Retrofit with (3) 4' RW RLED 4100K Lamps. 12 Watts: 774 kWh: 2,825 Est. Hours: 3,650 59 Floor 1: Restrooms A 32w Tw in Compact Fluorescent Lamp. 6 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 6 Watts: 138 kWh: 252 Est. Hours: 1,278 59 Floor 1: Restrooms Install a wireless ceiling occupancy sensor w/ radio wall switch 2 60 Floor 1: Under Balcony Cans A 24w Tw in Compact Fluorescent Lamp. 6 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 6 Watts: 126 kWh: 460 Est. Hours: 3,650 61 Floor 1: Under Balcony Uplighting A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 15 will be Retrofit with (2) 4' RLED 4100K Lamps. 15 Watts: 540 kWh: 2,140 Est. Hours: 3,963 64 Floor 1: Theater House Cans A 120w Incandescent Fixture 10 will be replaced with a 8.8w BR40 Dimming LED Lamp. 10 Watts: 1,112 kWh: 870 Therms: -6 Est. Hours: 783 64 Floor 1: Theater House Cans New LED Dimmer 1 Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 9 Scope of Work Customer: Orange County Seymour Center Program Energy Efficiency Measures Customer Notes: Exclude d: se e p. 1 3 -1 4. SUBSTITUTIONS : Sub lin e s 3 , 10, 55 , & 94 to L EDVance/Sylva n ia LED8.5 PB24 H8SC1AB. Sub line s 1 4 & 102 to Gre en Crea tive 9PLO/8 40/HYBM. Sub line 6 4 to LED1 1T5HEL36FG841BF L EDVan ce/Sylva nia. Su b line 65 to LEDVa nce/Sylvania LED8 T5HEL 24FG8 41BF. Existing Measure Propos ed Meas ure Line Location Existing Type Qty Proposed Type Qty Est. Energy Savings by Line Item 66 Floor 1: Theater Uplighting A 1x4, 1-Lamp T5 28W Fluorescent Fi xture 20 will be Retrofit with (1) 4' T5 F28 RLED 4100K Lamp. 20 Watts: 360 kWh: 563 Est. Hours: 1,564 67 Floor 1: Theater Uplighting A 1x3, 1-Lamp T8 NP Magnetic Ballast Fluorescent Fixture 9 will be Retrofit with (1) 3' RLED 4100K Lamp. 9 Watts: 117 kWh: 183 Est. Hours: 1,564 68 Floor 1: Theater Uplighting A 1x2, 1-Lamp T5 14W Fluorescent Fi xture 1 will be Retrofit with (1) 2' RLED 4100K Lamp. 1 Watts: 10 kWh: 7 Est. Hours: 782 71 Floor 1: Storage #117 & 118 A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (2) 4' RLED 4100K Lamps. 2 Watts: 72 kWh: 11 Est. Hours: 156 72 Floor 1: Storage #116 A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 6 will be Retrofit with (2) 4' RLED 4100K Lamps. 6 Watts: 216 kWh: 113 Est. Hours: 521 73 Floor 1: Cafe A 32w Tw in Compact Fluorescent Lamp. 16 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 16 Watts: 368 kWh: 1,458 Est. Hours: 3,963 74 Floor 1: Cafe over serving counter A 32w Tw in Compact Fluorescent Lamp. 3 will be retrofit with a LED Can Retrofit Kit <=22W, Configure to 22W, DIM, Hardwire, Selectable Color Temp 3 Watts: 36 kWh: 38 Est. Hours: 1,043 76 Floor 1: Elevator equipment #119 A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 1 will be Retrofit with (2) 4' RLED 4100K Lamps. 1 Watts: 36 kWh: 19 Est. Hours: 521 81 Floor 1: Janitor # 120 A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 1 will be Retrofit with (2) 4' RLED 4100K Lamps. 1 Watts: 36 kWh: 19 Est. Hours: 521 82 Floor 1: Electrical Room A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 9 will be Retrofit with (2) 4' RLED 4100K Lamps. 9 Watts: 324 kWh: 676 Est. Hours: 2,086 Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 10 Scope of Work Customer: Orange County Seymour Center Program Energy Efficiency Measures Customer Notes: Exclude d: se e p. 1 3 -1 4. SUBSTITUTIONS : Sub lin e s 3 , 10, 55 , & 94 to L EDVance/Sylva n ia LED8.5 PB24 H8SC1AB. Sub line s 1 4 & 102 to Gre en Crea tive 9PLO/8 40/HYBM. Sub line 6 4 to LED1 1T5HEL36FG841BF L EDVan ce/Sylva nia. Su b line 65 to LEDVa nce/Sylvania LED8 T5HEL 24FG8 41BF. Existing Measure Propos ed Meas ure Line Location Existing Type Qty Proposed Type Qty Est. Energy Savings by Line Item 86 Floor 1: Kitchen A 2x4, 4-Lamp T8 NP Fluorescent Fi xture 10 will be Retrofit with (4) 4' RLED 5000K Lamps. 10 Watts: 700 kWh: 1,278 Est. Hours: 1,825 87 Floor 1: Kitchen office #126 A 2x4, 3-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (3) 4' RLED 5000K Lamps. 2 Watts: 114 kWh: 208 Est. Hours: 1,825 90 Floor 1: Back Kitchen A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 4 will be Retrofit with (2) 4' High Lumen T8 RLED 5000K Lamps. 4 Watts: 108 kWh: 197 Est. Hours: 1,825 91 Floor 1: Coolers A 1x4, 2-Lamp T5 28W Fluorescent Fi xture 2 will be Retrofit with (2) 4' T5 F28 RLED 4100K Lamps. 2 Watts: 70 kWh: 110 Est. Hours: 1,564 92 Floor 1: Back hallway A 32w Tw in Compact Fluorescent Lamp. 3 will be retrofit with a LED Can Retrofit Kit <=11W, Configure to 11W, DIM, Hardwire, Selectable Color Temp 3 Watts: 69 kWh: 252 Est. Hours: 3,650 93 Floor 1: Back hallway A 32w Tw in Compact Fluorescent Lamp. 5 will be Retrofit with (1) 2' RLED 4100K Lamp. 5 Watts: 128 kWh: 465 Est. Hours: 3,650 96 Floor 1: Storage 003 A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 2 will be Retrofit with (2) 4' RLED 4100K Lamps. 2 Watts: 72 kWh: 11 Est. Hours: 156 1 0 2 Exterior: Wall sconces A 32w Tw in Compact Fluorescent Lamp. 11 will be Retrofit with (1) 2' RLED 4100K Lamp. 11 Watts: 281 kWh: 1,229 Est. Hours: 4,380 1 0 9 Exterior: Wallpacks A 32w Tw in Compact Fluorescent Lamp. 4 will be replaced with a LED 10W Wall Pack, Adjustable Cut-Off, Selectable CCT, 120- 277V PC 4 Watts: 96 kWh: 420 Est. Hours: 4,380 1 0 9 Exterior: Wallpacks Integrated Fixture Sensor - Photocell 4 Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 11 Scope of Work Customer: Orange County Seymour Center Program Energy Efficiency Measures Customer Notes: Exclude d: se e p. 1 3 -1 4. SUBSTITUTIONS : Sub lin e s 3 , 10, 55 , & 94 to L EDVance/Sylva n ia LED8.5 PB24 H8SC1AB. Sub line s 1 4 & 102 to Gre en Crea tive 9PLO/8 40/HYBM. Sub line 6 4 to LED1 1T5HEL36FG841BF L EDVan ce/Sylva nia. Su b line 65 to LEDVa nce/Sylvania LED8 T5HEL 24FG8 41BF. Existing Measure Propos ed Meas ure Line Location Existing Type Qty Proposed Type Qty Est. Energy Savings by Line Item 110 Floor 1: Coolers A 1/15HP CCW Shaded Pole Motor 120V 2 1/15HP 120V CCW Electronically Commutated Motor, Solid Flat 2 Watts: 374 kWh: 3,277 111 Floor 1: Coolers A 1/15HP CCW Shaded Pole Motor 230V 2 1/15HP 230V CCW Electronically Commutated Motor, Solid Flat 2 Watts: 484 kWh: 4,239 112 Floor 1: Coolers Existi ng Refrigeration 1 will be retrofit with a Walk-In Cooler Auto-Door Closer, Flush Set 1 Watts: 312 kWh: 1,566 113 Floor 1: Coolers Existi ng Refrigeration 1 will be retrofit with a Walk-In Cooler Auto-Door Closer, Flush Set 1 Watts: 371 kWh: 3,031 114 Floor 1: Coolers Existi ng Refrigeration 1 will be retrofit with a Walk-In Cooler Strip Curtain, 3ft wide x 7ft high 1 Watts: 54 kWh: 473 115 Water: Restroom aerators Inefficient Water Control 15 will be retrofit with a faucet aerator, 1/2 GPM, public lavatory 15 Therms: 112 Est. Hours: 52 116 Water: Gooseneck aerators Inefficient Water Control 8 will be retrofit with a Faucet Aerator in kitchen, 1 GPM 8 Therms: 36 Est. Hours: 52 117 Water: Showerheads Inefficient Water Control 2 will be retrofit with a Shower Head, 1.5 GPM, Hand Held 2 Therms: 11 Est. Hours: 52 Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 12 Line Location Item Qty Price 118 Misc: 8.5W interior pin LEDs Misc. Materials 1 $73.60 119 Misc: 8.5W interior pin LEDs Add Subcontractor Labor 1 $118.30 120 Misc: 15W interior pin LEDs Misc. Materials 1 $90.16 121 Misc: 15W interior pin LEDs Add Subcontractor Labor 1 $118.30 122 Misc: 9W Exterior pin LEDs Misc. Materials 1 $252.08 123 Misc: 9W Exterior pin LEDs Add Subcontractor Labor 1 $92.95 124 Misc: 3’ LED T5 lamps Misc. Materials 1 $11.04 125 Misc: 4 square switch plate Add Subcontractor Labor 1 $8.45 126 Misc: EM backup Misc. Materials 1 $1,957.76 127 Misc: EM backup Add Subcontractor Labor 1 $338.00 128 Misc: Difficult-to-reach T5 relamp Add Subcontractor Labor 1 $1,292.85 An n u al Energ y Savings 56,587 kWh 150.72 T herms Peak Demand *17.30 kW * 1000 Watts = 1 kW Non-Incentivized Scope of Work Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 13 Initial: [[SertifiInitial_1]] Existing Measure Propos ed Meas ure Line Location Existing Type Qty Proposed Type Qty Notes 1 Floor 2: Lobby A Round, 1- 10W Lamp, LED 8 will be replaced with a 8w BR30 Dimming LED Lamp. 8 LED BR30s 8 Floor 2: Memory Tree/Vet Alcove Seating Area A Round, 1- 12W Lamp, LED 4 No Retrofit 4 Already LED. Track lights 12 Floor 2: Alcove A 55w Incandescent Fixture 6 will be Replaced with a 8.5w MR16 LED Lamp, GU5.3 6 MR16s. Per customer NO RETROFIT 18 Floor 2: Balcony Seating Area A 20w Spiral Compact Fluorescent Lamp. 10 will be replaced with a 8w BR30 Dimming LED Lamp. 10 Currently BR30. Most are LEDs. 39 Floor 2: Office Space Hallways A Round, 1- 10W Lamp, LED 4 No Retrofit 4 LED cans on motion sensor 40 Floor 2: Offices 245- 246-247 Existi ng 30W LED Fixture 6 No Retrofit 6 Existing LED fixtures 50 Floor 2: Equipment Workout Room A 1x4, 2-Lamp T8 NP Fluorescent Fi xture 14 will be Retrofit with (2) 4' RLED 4100K Lamps. 14 1x4 troffers 62 Floor 1: Billiards & tennis area A 150w Incandescent Fixture 10 No Retrofit 10 Architectural uplights along windows. Could these fixtures or fixture locations be used to install down- facing lights for the billiards & table tennis areas? 63 Floor 1: Billiards & tennis area A Round, 1- 10W Lamp, LED 12 will be replaced with a Dimmable 10w Par38 LED Lamp. 12 Currently BR30. This area is very dark 65 Floor 1: Theater Lights A 75w Par38 Di mming Incandescent Fixture 20 No Retrofit 20 No retrofit to specialized staged lighting 75 Floor 1: Cafe A Round, 1- 10W Lamp, LED 9 No Retrofit 9 LED BR30s in cafe 94 Floor 1: Back hallway A Round, 1- 10W Lamp, LED 4 No Retrofit 4 LED cans 95 Floor 1: Great Hall Existi ng 80W LED Fixture 24 No Retrofit 24 All LED highbays 97 Floor 1: Closet #007 Existi ng 30W LED Fixture 1 No Retrofit 1 Center basket 2x4 LED 98 Floor 1: Buffet closet Existi ng 20W LED Fixture 2 No Retrofit 2 99 Floor 1: Storage 004 Existi ng 25W LED Fixture 2 No Retrofit 2 LED strips Surveyed (Not Included in Proposal) Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 14 1 0 0 Floor 1: Storage 005 No Access 1 No Retrofit 1 Assumed LED due to recent renovation 1 0 1 Floor 1: Electrical 002 Existi ng 30W LED Fixture 1 No Retrofit 1 1 0 3 Exterior: Uplights A 150w Incandescent Fixture 20 No Retrofit 20 Halogen lamps, likely E11 base 1 0 4 Exterior: Uplights A 150w Incandescent Fixture 16 No Retrofit 16 Halogen lamps, likely E11 base 1 0 5 Exterior: Bollards A Round, 1- 10W Lamp, LED 5 No Retrofit 5 1 0 6 Exterior: Uplights A 150w Incandescent Fixture 5 No Retrofit 5 Inset in ground - halogens w/ E11 base? 1 0 7 Exterior: Wall sconces A Round, 1- 15W Lamp, LED 1 No Retrofit 1 LED strip downlight outside of Great Hall 1 0 8 Exterior: Wallpacks Existi ng 30W LED Fixture 2 No Retrofit 2 Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 15 Deliv ery Plan Your Energy Savings - Simplified By participating in this program your business has the opportunity to save energy and improve your bottom line. T he Small Business Energy Saver demonstrates Duke Energy's commitment to affordable and broad reaching solutions that simplify energy efficiency decisions for all customers. Our team's goal is to ensure the process of saving energy is as easy as 1-2-3. 1. Preparation Once the participation agreem ent is complete, your project is setup and equipment is ordered. Based on the availability of the new equipment and the size of your project, orders typically arr ive within 3-6 weeks 2. Installation Once the m aterial arr ives, your local installation contractor will call and schedule a convenient installation date. The day prior to your scheduled installation appointment, the installation contractor will contact you to confirm the appointment. On installation day, the contractor will review the scope of work and safety requirements with you, and proceed to perform the installation with as minimal an im pact as possible to your operations. 3. Completion Upon completion of the work, the Contractor will request a signed Project Completion Form to validate that the project was completed per the participation agreement and that you are completely satisfied. Support and War r anty We are here to help every step of the way. To check in on the status of your project or request equipment warranty support, please call the Small Business Energy Saver Team anytime at: 855-232-1042 www.sbeswarranty.com T he Small Business Energy Saver team is committed to 100% customer satisfaction. We will send you a satisfaction survey to collect information on your overall experience. We are always seeking to improve the program and your feedback is very important to us. Thank you for your partici pation in the program and for your comm itment to saving energy! Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 16 Par ticipation Agreement Business Name:Orange County Seymour Center Address:Po Box 8181, Hillsborough , NC, 27278 Duke Energy Customer Name:Orange County Facility Address:2551 Homestead Rd, Chapel Hill , NC, 27516 Phone: 919-245-2626 Mobile: (919) 602-5431 E-Mail Address:aeckberg@orangecountync.gov W illdan Project Number:DEC00266795.5 SU MMARY OF PROPOSAL PU RCHASE PRICE F inal Purchase Price $34,839.81 Proj ect Incentive $14,016.84 Customer Deposi ts $0.00 Customer Bal ance $20,822.97 PAYMENT TERMS Number of Months:1 Monthly Payment Amount:$20,822.97 Discounted Customer Pri ce:$20,822.97 Mon th ly Paymen t Amou n t is approximate. Th e actual Monthly Payment A mou nt will be specified in the F in ancin g A greemen t betw een Participating Cu stomer and Lender PARTICIPATING CU STOMER Signature: [[SertifiSignature_1]] D ate:[[SertifiDate_1]] Print Name:Amy Eck berg Title:Energy Manager/Assistant Energy Manager This Participation Agreement constitutes a contract between the individual or entity listed below in the box labelled Participating Customer (the Participating Customer) and Willdan Energy Co. (the "Company" and with the Participating Customer, a "Party" and together the "Parties"). By signing below, the Participating Customer agrees to the applicability of the terms and conditions set forth herein. An updated energy assessment may be required if the proposed scope of work is not accepted and this Participation Agreement executed within 45 days WILLDAN ENERGY CO. Name:Eileen Thorsos Title:Energy Service Representative Address:16810 Kenton D rive, Suite 240 Huntersville, NC 28078 Telephone/Mobile:(919) 909-9396 / (704) 892-5907 Email:ethorsos@willdan.com T he Participating Customer pay s its cost contribution to Willdan Energy Co.("Company") by (check one): CERTIFICATION S TATEMENT Participating Customer certifies that the information provided in this Participation Agreement is true and accurate and that they are financially res ponsible for payment of the Duke Energy bill for the Duke Energy Customer Name and Facility Address referenced above. Participating Customer further certifies that the Meas ures described in this Participation Agreement have or will be installed in the Premises owned by the Participating Customer and the equipment installed will not be removed and resold. The Measures together with all proceeds of the purchas e price (as defined in the Extended Payment Terms and Conditions attached hereto and incorporated herein) will be used for commercial and not for consumer household or family purposes. If the Participating Customer does not own the Premises, Participating Customer hereby represents and warrants that it has obtained all necessary consents and authorizations for the Work , including, without limitation, cons ent from the owner of the P remises. Participating Customer shall solely be liable for the Work done at the Premises, whether or not owned by Participating Cus tomer, and the Company shall look solely to Participating Customer and not the owner of the Premises , for performance of Participating Customer's obligations hereunder. Participating Customer acknowledges that the rights in this Participation Agreement shall be binding upon Participating Customer's successors and permitted assigns. Participating Cus tomer agrees to incorporate this Participation Agreement by reference in leases, sales contracts, or other similar documents relating to the end use and owners hip of the Premises. Lump Sum Payment . Initial Pay ment of $0.00 upon signing this Partic ipation Agreement, with the remaining balanc e of $20,822.97 paid upon completion of the Work. 12 Payments. Partic ipating Customer pay ments over time will be made in acc ordance with the Financ ing Agreement between the Participating Cus tomer and the National Energy Improv ement Fund (the "Lender"). 24 Payments. Partic ipating Customer pay ments over time will be made in acc ordance with the Financ ing Agreement between the Participating Cus tomer and the National Energy Improv ement Fund (the "Lender"). 36 Payments. Partic ipating Customer pay ments over time will be made in acc ordance with the Financ ing Agreement between the Participating Cus tomer and the National Energy Improv ement Fund (the "Lender"). 48 Payments. Partic ipating Customer pay ments over time will be made in acc ordance with the Financ ing Agreement between the Participating Cus tomer and the National Energy Improv ement Fund (the "Lender"). 60 Payments. Partic ipating Customer pay ments over time will be made in acc ordance with the Financ ing Agreement between the Participating Cus tomer and the National Energy Improv ement Fund (the "Lender"). Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 17   1. Program and M easure Ins tallation: Willdan Energy Co. (the "Company") will install, in a good and work manlike manner, the measures des cribed in the Scope of Work , (the "Measures"). The Company shall use commercially reas onable efforts to install the Measures within thirty (30) days of the participating customer (the "Participating Customer") signing this Small Bus iness Energy Saver Program Participation Agreement (this "Agreement"). The Company shall furnish all preliminary audit requirements , labor, equipment, materials and such other items reasonably required for the installation of the Measures (collectively, the "Work") unless noted as an exception on Proposed Scope of Work . The Work to be provided under the Small Business Energy Saver Program (the "Program") is limited to work directly associated with the evaluation and installation of Measures and shall in no way include work by the Company in connection with the correction of any existing safety issues or building code violations, whether apparent or hidden, nor shall Company or the Installation Contractor be obligated to identify or notify Participating Customer of any such safety issues or building code violations. An independent contractor (the "Installation Contractor") shall be hired by the Company to install the Measures at Participating Customer's property (the "Premises"). The Installation Contractor shall permanently disable (make them unfit for reuse) all lamps replaced pursuant to this Participation Agreement. The dis posal of any lighting equipment which is removed as a part of the Work will be the responsibility of the Company. When undertak ing the installation, the Installation Contractor or the Company, at their sole discretion, may choos e not to mak e the installation of the Measures for reasons related to safety, health concerns, code violations, discovery of unforeseen conditions, the presence of asbes tos or other reasons that may result in higher than anticipated installation costs. Notwithstanding anything to the contrary herein, the Company reserves the right to amend or rescind and terminate the offer set forth in this Agreement at any time, including after the execution of this Agreement, if in the Company's sole discretion, the cost, timing or availability of products or services regarding this Agreement changes or if there are changes materially that require Measures that are not approved for the Program incentives. The Company shall provide the Participating Customer notice of such amendment or resciss ion and termination by email, in person, or by phone. All Work shall be performed during normal business hours, Monday through Friday unless the Participating Customer, Company and Installation Contractor agree otherwise. In this cas e the Company shall not be entitled to any additional compensation for Work performed outside of such normal business hours unless agreed to in writing between the Company and Participating Customer. The Company shall use commercially reasonable efforts to mak e timely delivery and installation of equipment. In no event will the Company be responsible for lost or reduced savings or financial incentives due to delays in completion of the Work . In the event that the Work spans multiple days, the Ins tallation Contractor may store equipment and materials at the Participating Customer's facility. Title to equipment and material shall remain with the Company until it is fully paid for by Participating Cus tomer. R isk of loss for equipment and material shall pass to Participating Customer at the time equipment and/or material is delivered to the Premises. Customer shall provide Company and Installation Contractor with reasonable access to all necessary areas of the Premises during agreed upon days and hours.The Company or Installation Contractor may discover a condition at the premises that prohibits installation of certain Meas ures, a condition that requires installation of additional measures, and/or a condition that requires different quantities of certain Measures. These additional Meas ures may include Measures that were omitted from the original Proposed Scope of Work due to certain conditions including but not limited to missed rooms, miscounts, code violations, or other unforeseen omissions, collectively to be known as "the Amended Measures." In the event that the Company or Implementation Contractor discovers a condition the requires Amended Measures, the participating Cus tomer hereby consents to allow Company to install or cause to be installed (through the Installation Contractor) s uch Amended Meas ures without further notice to or authorization from Participating Customer, provided that the installation of the Amended Meas ures does not increase the Customer Price by more than ten percent (10%). Following the installation of any Amended Measures, the Company shall provide the Participating Cus tomer with a Revised Scope of Work that lists the Amended Measures and their corresponding energy savings metrics. In the case of a Measure that was not ins talled due to a condition on or at the Premises , the R evised Scope of Work s hall note that such Measure was not installed. In the event that the installation of any Amended Measures will increase the Customer Price by more than ten percent (10%), then Company shall notify the Participating Customer and shall obtain written approval from the Participating Customer before proceeding with or directing any installation of the Amended Measure(s).If the actual cost at completion of the installation is less than the estimated cost, or if the Company chooses not to install Measures in accordance with this agreement, the Company s hall adjust the Participating Customer's contribution and the final invoice accordingly. If the Participating Customer has selected a Payment Plan or Extended Payment Option, the customer's monthly payment s hall be adjusted to reflect any applicable decrease in the total amount due from Participating Customer. Init ia l : [[SertifiI nitial_1]] 2. W arranty and Disclaim ers : The Company shall provide the following warranties against all defects in material or workmanship, unless caused by the action or inaction of the Participating Customer, its agents, s ubcontractors, vendors or such other party under the control of the Participating Cus tomer: a. Workmanship Warranty - The Company shall warranty all workmanship for a period of one (1) year from the completion date of the Work. Participating Customer's s ole remedy with respect to such warranty shall be Company's repair of any defective installation. b. Material Warranty - For all material defects the Company will pass through the material warranty periods provided by the manufacturer or distributor of any material or equipment ins talled by Company at the Premises as part of the Work . The Company will act on the Participating Customer's behalf to get replacement product or credit for any material or equipment that fails within the warranty period. Manufacturer warranty periods for eligible equipment from the date of installation are as follows: Lamps - 1 year; LED Exit Signs -10 years ; Ballasts - 5 years; Fixtures - 1 year; Occupancy Sensors - 5 years; LED lamps - 5 years; LED fixtures - 5 to 10 years (depending on type/manufacturer); LED wall pack s - 5 to 10 years (depending on type/manufacturer); LED Screw-ins - 5 years c. Energy Sav ings Disclaimer - Neither Duke Energy nor the Company guarantees that the installed Measures will save any level of energy or result in the reduction in Cus tomer's electric utility bill. For lighting improvements , estimated kilowatt hour energy savings displayed in this Agreement are calculated according to the wattage saved per line in the Proposed Scope of Work multiplied by the annual hours of use per line that were indicated at the time of the energy ass essment. The Company makes no other warranties, whether express or implied, with respect to the Work, including without limitation, all warranties with respect to merchantability and fitness for a particular purpos e. Dimmer Disclosure: LED's proposed for installation on lighting circuits with exis ting dimmers, as detailed in the scope of work under this contract, may require the installation of an LED- compatible dimmer(s). Willdan does not guarantee operation of LED's on lighting circuits currently operated by existing dimmer(s), nor their compatibility with newly installed dimmer(s), and is not responsible for any costs incurred by dimmer replacement(s) or installation thereof. Construction or Product Warranty Questions For participating SBES customers, please call 1.855.232.1042 or visit www.sbeswarranty.com for any construction questions and/or warranty related iss ues. 3. Confidentiality : Without limiting the generality or specificity of any other provision of this Participation Agreement or any other agreement between Participating Customer and Company, Company and any subcontractor of Company's agrees to comply with all applicable laws, rules and regulations regarding the use, disclosure, protection and safeguarding of personally identifiable information ("PII") that Company creates or receives from or on behalf of Duke Energy Carolinas, LLC(Duke Energy) relating to the Work. Company shall only use PII for the purpose of providing the Work and will not us e or disclose PII for any other purpose, including Company's own purposes . Except to the extent neces sary to provide the Work, Company shall not use PII to create any de-identified or aggregated data without prior written consent of the Participating Customer. Company shall comply with and conform to recognized common body of knowledge standards and best practices regarding information s ecurity relating to sensitive data such as PII. Company will use and disclose only the minimum necessary amount of PII to accomplish the intended purpose of the Work . Company will employ adminis trative, physical, and technical safeguards to prevent the unauthorized use, ins ecure disclos ure, compromise, or loss of PII. Upon completion of the Work, Company s hall return or des troy all PII, keep no copies of PII, and certify in writing to the Participating Customer that such return or des truction is complete. Company will immediately report to Participating Customer any suspected or actual security incident involving any systems containing PII and any use, disclosure, compromis e, or los s of PII not authorized under this Participation Agreement. Company will fully cooperate with Participating Cus tomer in response to any such incident. Company will report to Participating Cus tomer and fully cooperate with Participating Cus tomer in responding to any complaints or questions regarding Company's or Duke Energy's privacy practices regarding PII. Company shall comply with all privacy and security policies relating to PII of Duke Energy that Duke Energyprovides to Company. Company agrees to defend, indemnify and hold harmles s Duke Energy and Participating Customer and their respective parent, officers, directors, agents, affiliates, distributors, franchisees and employees against any loss, proceeding, laws uit, claim, demand, damage, expense, or cost, including reasonable attorneys' fees (including allocated costs for in house legal services) ("Liabilities ") aris ing out of any act or omiss ion related to or a failure of Company to comply with the terms of this section of the Participation Agreement. In the event of any conflict between the indemnification provision in this section and any other indemnification provision(s) in the Participation Agreement, the indemnity provis ion more specific to the Liabilities shall apply. Par ticipation Agreement Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 18 4. Equipm ent and Custom er Contribution: a. The estimated cost of the installation including the estimated Participating Customer's contribution is itemized on Proposal. The Participating Customer may choose one of the payment options as s et forth on the P roposal. The Company and lender shall have sole discretion in determining whether to approve Participating Customer for extended payment terms, and Participating Customer shall provide all information reasonably requested by the Company and lender with respect to making any such determination. The Company reserves the right to receive and review credit profiles on the participating customer when deciding whether to approve extended payment terms. b. if you have not paid your Lump Sum Account Balance in full within 45 days from the completion of the project, as determined by Willdan, your account is in default. If you are in default, you will forfeit any previously agreed upon discounts, including Lump Sum pricing, and must immediately pay your total portion of the unpaid Ins talment pricing project cost Account B alance in addition to a monthly Service (Finance) Charge fee equal to 1.50% of the Account Balance. If the minimum Ins talment payment due is not paid for three (3) consecutive periods and the Account Balance is greater or equal to the sum of those three (3) minimum required payments as determined by their Due Dates, your account is in default and you must immediately pay your total portion (all past due and future amounts) of the unpaid pricing project cost Account Balance in addition to a monthly Service (Finance) Charge fee equal to 1.50% of the total past due Account Balance. A Returned Payment Fee in the amount of $50.00 will be charged to your Account by Willdan for each payment on your Account, either by, credit card, ACH, check or other means, that is returned to Willdan unpaid and or dishonored. Upon project completion, any changes to the original scope of work and as sociated costs will be documented and reflected in the close out process and reflected in the Project Completion Form, including any required changes to the Extended Payment Terms and Conditions. Customer also acknowledges that the total amount due from Customer may be increased (or decreas ed) due to and in accordance with Section 1 hereof. Should the total amount due from Customer be increased or decreased pursuant to Section 1, Customer unders tands that his/her monthly payment (if Customer has selected one of the Payment Plans or the Extended Financing Option) will be automatically increased or decreased to reflect the adjusted (increased or decreased) total amount due over the applicable payment term. Customer hereby consents to and agrees to a relevant adjustment in his/her monthly payment obligation without further notice from Company. c. Any amount due from Participating Customer and not received by Company within 30 days of its due date shall bear interest at the rate of one and one-half percent (1.50%) per month from the date such invoice was originally due to Company d. Participating Customer shall pay Company or Lender, as the case may be, all costs and expenses including reas onable attorney fees and/or collection agency fees incurred in collection of any past due amounts. 5. Follow-up Vis its and On Site M onitoring: The Company, Duke Energy or agents of either party reserve the right to make a reasonable number of both pre-installation and post-ins tallation follow-up visits during the 36 months following the completion date of the Work. Such visit(s ) will be at a time convenient to the Participating Customer. The purpose of the follow-up visit(s) is to provide the Company and Duke Energy with an opportunity to evaluate the installed Measures in order to determine the actual kW reduction and energy savings for program evaluation purposes 6. Indem nification from Participating Cus tom er: As part of agreeing to participate in the Program, which includes financial incentives to reduce the Participating Customer's net project costs, the Participating Customer shall protect, indemnify, and hold harmless the Company, Lender (if applicable) and Duke Energy(including their parent, officers, directors, agents, affiliates, distributors , franchis ees and employees) from and agains t any and all claims, demands , suits, actions or causes of action, liabilities, losses, damages, judgments, settlements, penalties, costs and expenses (including without limitation, attorney's fees and expenses) (collectively, "Losses") imposed upon or incurred by or asserted against the Company, Lender (if applicable) or Duk e Energy res ulting from, arising out of, or relating to the Company's performance of this Participation Agreement, other than Losses resulting from the negligence or willful misconduct of, or the breach of this Participation Agreement by, the Company, but specifically including any Losses resulting from breach or default by Participating Customer of the terms and conditions of this Participation Agreement. This indemnity obligation under this section shall survive any expiration or termination of this Participation Agreement. 7. Indem nification from Com pany : The Company s hall indemnify and hold harmless Participating Customer from and against any and all Losses to the extent such Losses directly arise from the Company's (a) breach or default of any material provis ion of this Participation Agreement, or (b) negligent or willful misconduct in the performance of this Participation Agreement. 8. Lim itat ion on Liability : Company's liability to Participating Cus tomer for all Losses purs uant to this Participation Agreement will be limited to any invoiced amounts actually received by Company from Participating Customer with respect to the Work . Notwithstanding the foregoing, the Company and Duke Energy shall not be responsible or liable for (a) the condition, maintenance or repair of any electrical wiring or other existing condition located in or on the Premises, (b) repairs or replacements of fixtures or lamps damaged or destroyed by acts of negligence of persons not under the direct supervision of the Company, (c) delays in the completion of the Work or for failure to give notice for such delays unless such delays are caused by the negligence of the Company, or (d) for the non-performance of any of the terms or conditions of this Participation Agreement directly attributable to a strike, national emergency, act of God or any other act for which the Company and Duk e Energy are not responsible and over which Company and Duke Energy have no control. Neither the Company nor Duke Energy s hall, in any event, be liable to Participating Cus tomer for incidental, indirect, special, punitive, exemplary or consequential damages. 9. Representations of Cus tom er: Participating Customer represents, covenants and warrants to Company that Participating Cus tomer (a) has corporate or other authority to enter into and perform under the terms of this Participation Agreement; (b) will not violate any provis ions of applicable law or its organizational documents by performing under this Participation Agreement; and (c) entering into this Participation Agreement will not result in the breach of any agreement to which Participating Customer is a party. 10. Entire Agreem ent: This Participation Agreement, including all Exhibits to this Participation Agreement and all other agreements incorporated herein by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and s upersedes all prior or simultaneous representations, discuss ions, negotiations, and agreements, whether written or oral with respect to the s ubject matter hereof. All provisions of this Participation Agreement shall be cons idered as separate terms and conditions and in the event any one of them shall be held illegal, invalid or unenforceable in an arbitration or by a court of competent jurisdiction, all other provisions hereof shall remain in full force and effect if the illegal, invalid or unenforceable provisions were not a part hereof 11. M iscellaneous: This Participation Agreement is not assignable except by written agreement entered into by the Parties hereto. Neither Party hereto shall unreasonably withhold consent to the other Party's assignment of this Participation Agreement. Any attempted assignment without the consent of the other Party hereto shall be null and void and of no effect. The Parties to this Participation Agreement are independent contractors . As used herein this Participation Agreement, the term ''Duke Energy'' shall mean Duke Energy Progress, Inc., Duk e Energy Carolinas, LLC., Duk e Energy Ohio, Inc., Duk e Energy Kentuck y, Inc. or Duke Energy Indiana, Inc. depending upon the Participating Customer's regulated utility account and Facility Address of this Participation Agreement. 12. Arbitrat ion: In the event of any dispute relating to this Participation Agreement, the Parties will attempt in good faith to resolve the dispute by conducting a minimum of two discussions between senior executives of each Party having authority to settle the dispute. If such discussions do not result in a resolution of the dis pute within s ixty (60) days, the dispute shall finally be settled by arbitration by a sole arbitrator in North Carolina, South Carolina, Kentucky, or Indiana in accordance with the Arbitration R ules of the American Arbitration Association ("AAA"). The arbitrator will not have the authority to award punitive damages to either Party. Each Party shall bear its own expenses, but the Parties will share equally the expens es of the arbitrator and the AAA. This Participation Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. 13. G overning Law: This Agreement shall be governed by and construed in accordance with the laws of the state of North Carolina, South Carolina, Kentucky, or Indiana. 14. Custom er Res pons ibility for Additional Equipm ent and Serv ices For any additional services included in the Non-Incentivized Scope of Work, Willdan agrees to provide the work although the costs for this additional work will be the res ponsibility of the customer. Additional services may include permit fees , fixture relocations, wiring, dis posal, lift equipment, any work performed outs ide of normal business hours, costs required to maintain compliance with electrical codes, other costs listed in the following section, and any other special project applications Par ticipation Agreement Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 19 15. Contributions for Non-Incentiv ized Work For all eligible customers , this program provides incentives of up to 80% of the cumulative fixed unit price (one-for-one replacement or retro-fit of exis ting equipment and utilizing the existing electrical wiring and mounting hardware) of measures installed by the installation contractor. Work or services outside of this defined scope should be itemized on the "Non- Incentivized Work Form." If the implementation contractor dis covers any unforeseen additional work outside of the program's s cope, the customer should be informed of this additional work and any associated costs at that time. Should any additional work be required for measure installation, the customer will reserve the right to cancel the work for which additional costs are required. All of the following will be considered additional work and all cos ts associated with them shall be the responsibility of the customers: All incremental costs for s pecialty products above the costs of s tandard equipment; All mounting requirements, wiring needs, and other material and labor costs outside the standard scope of a one-for-one replacement or retrofit of existing equipment, including wiring, material, and labor costs associated with compliance with electrical codes . All incremental costs to comply with Prevailing Wage Laws for additional work needed to complete work at the customer's premises; All costs for general waste containers delivered to the installation site (if customer cannot provide general waste containers); All aerial lifts; All staging costs; All costs related to delays to measure implementation that are caused by obstructions , immovable objects , or other impediments to reasonable access to all lighting fixtures and equipment being replaced; All costs associated with the additional time needed to stabilize equipment connected to mislabeled circuit panels; If any work is cancelled by the customer becaus e of the customer's responsibility for non- incentivized work , then all related costs, savings, and incentives proposed for the affected measures will be removed and reflected in the customer's final invoice. Par ticipation Agreement Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 20 Payment Information Participation Custom er: ORANGE COUNTY Faci li ty Address: 2551 Homestead Rd, Chapel Hill, NC, 27516 Phone Number: 919-245-2626 Email Address: aeck berg@orangecountync.gov Thank you f or allowing Willdan Energy Co. ("Willdan") to assist you with your energy efficiency project. We want to make the process of making payments under your payment plan as easy as possible for each customer. Deposits and Lump Sum payments will be made directly to W illdan. W e offer multiple ways to pay: DEPOSIT: If a deposit was required by your Program Agreement or Energy Savings Agreement, you will pay a deposit at the time you sign your Program Agreement or Energy Savings Agreement. This deposit amount will be deducted from the total cost of the work . This Payment Authorization Form will apply to any other amounts owed under your Program Agreement or Energy Savings Agreement. MAKING PAYMENTS: You have a number of ways to make your payments to Willdan. These payment methods will depend upon the billing option that you chose in your Program Agreement or Energy Savings Agreement. Your selection will be shown on your Project Completion Form. LUMP SUM PAYMENTS: If you elected to pay W illdan in a lump sum, you have a number of ways of mak ing your payment. You will be invoiced by W illdan for the amount due. Payments can be made using: A Paper Check: Mail your check to the f ollowing address and include your Project Number in the memo line. Willdan Energy Solutions P.O. Box 51645 Los Angeles, C A 90051-5945 Willdan's Online Payment Portal: Access to W illdan's online payment portal will be emailed to the email address provided to us. Payment can be made using our online portal by credit or debit card, or an ACH transfer f rom your bank account. Willdan's Payment by Phone Service: You can call Willdan to set up a payment by credit or debit card, or an ACH transfer from your bank account. To make payment arrangements by phone, please call 1-833-729-5463 during normal customer service hours (9:00 a.m. ET to 5:00 p.m. ET, each business day). All electronic payments are subject to the following Payment Terms and Conditions: By arranging electronic payments, you hereby represent that you authorize Willdan Energy Co., its agents, successors, and assigns, hereinafter called "we," "us," or "Company" to initiate debit entries to your card or bank account, at the bank or credit union you designate. You represent that you are an authorized signer on the account or card that you provide f or payment. You f urther authorize us to debit your card or account f or each payment owing under your Project Proposal, the Program Participation Agreement (including any payment plan terms), the Energy Savings Agreement (including any payment plan terms), and the associated Project Completion Form (collectively, the "AGREEMENTS," which incorporate any change orders or changes incorporated in the Project Completion Form). Your authorization will include the right to debit your card or account f or all amounts due under the AGREEMENTS (or such lesser or greater amount as may be owing) including any returned payment charge, insufficient funds charge, or other amounts owing under the AGREEMENTS because of your default. You acknowledge that the origination of debits to your card or account must comply with the provisions of U.S. law and the various network rules. You understand and acknowledge that you may terminate an electronic payment authorization by notifying us in such time and manner as to af ford us and your bank /credit union a reasonable opportunity to act on it. I n no event will we be able to terminate an authorization with less than five (5) days' notice. Any revocation will have no eff ect on payments previously made. IF YOU ELECT TO TERMINATE A PAYMENT AUTHORIZATION WITHOUT PROVIDING U PDATED PAYMENT INFORMATION TO COMPANY, YOU WILL BE IMMEDIATELY INV OIC ED FOR THE LU MP SUM PAYMENT AMOU NT SHOWN IN THE AGREEMENTS, LESS ANY AMOUNTS YOU PREV IOUSLY PAID. Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 Propos al Provided By :DEC00266795.5 Page 21 For payments you arrange electronically, you understand that because these are electronic transactions, these funds may be withdrawn f rom your account or card as soon as the listed payment date. I n the case of an ACH transaction being rejected f or Non-Sufficient Funds ("NSF") I understand that Willdan may, at its discretion, attempt to process the charge again within thirty (30) days, and agree to an additional $50.00 charge (or the maximum amount allowed by your state's law) for each attempt returned f or NSF which will be initiated as a separate transaction from the authorized recurring payment A RETURNED PAYMENT FEE OF $50.00 WILL BE CHARGED IF ANY PAYMENT IS RETU RNED AS UNPAID, DISHONORED, OR DUE TO INSU FFIC IENT FU NDS. PAYMENT PLANS OR EXTENDED FINANC ING: I f you elected to pay under a payment plan or extended financing, the terms of that arrangement are contained in your Financing Agreement with the Lender. The payment plan or extended financing you selected will be shown on the Project Completion Form. You are responsible f or making all payments under the Program Agreement or Energy Savings Agreement directly to the Lender Payment Information Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers,LLC CA License #0B99399 777 S. Figueroa Street, 52nd fl. Los Angeles CA 90017 213-689-0065 Willdan Energy Company 16810 Kenton Drive, Suite 240 Huntersville, NC 28078 American Casualty Company of Reading, PA 20427 The Continental Insurance Company 35289 National Fire Insurance Co of Hartford 20478 Transportation Insurance Company 20494 X X X Emp. Benefits Liab. X Contr. Liab. Incl. 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 1,000,000 1,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 A 7063481156 11/9/2023 11/9/2024 C 7063481190 11/9/2023 11/9/2024 B 7063481142 11/9/2023 11/9/2024 B 7063481173 (AOS)11/9/2023 11/9/2024 D 7063481187 (CA)11/9/2023 11/9/2024 11/9/2024 1506115 Y N Y N Y N Y 8/23/2024 20865466 20865466 XXXXXXX Orange County 300 West Tryon Street, PO Box 8181 Hillsborough, NC 27278 RE: DEC00260603.1. Orange County, its officers, official agents and employees are included as Additional Insured(s) in accordance with the provisions of the General Liability, Automobile Liability and Umbrella Liability policies. A Waiver of Subrogation is granted in favor of Orange County in accordance with the policy provisions of the Workers Compensation policy. Policies include 30-days’ notice of cancellation (except 10 days for non-payment of premium) and the provisions of each policy govern how notice of cancellation may be delivered to Certificate Holder. Umbrella Liability follows form over General Liability, Auto Liability and Employers Liability as per the policy language. X X Docusign Envelope ID: 12588D35-3A84-4646-A0DE-63933F855EF4