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<br />Propos al Provided By :DEC00260603.1 Page 17
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<br />1. Program and M easure Ins tallation:
<br />Willdan Energy Co. (the "Company") will install, in a good and work manlike manner, the
<br />measures des cribed in the Scope of Work , (the "Measures"). The Company shall use
<br />commercially reas onable efforts to install the Measures within thirty (30) days of the
<br />participating customer (the "Participating Customer") signing this Small Bus iness Energy
<br />Saver Program Participation Agreement (this "Agreement"). The Company shall furnish all
<br />preliminary audit requirements , labor, equipment, materials and such other items reasonably
<br />required for the installation of the Measures (collectively, the "Work") unless noted as an
<br />exception on Proposed Scope of Work . The Work to be provided under the Small Business
<br />Energy Saver Program (the "Program") is limited to work directly associated with the
<br />evaluation and installation of Measures and shall in no way include work by the Company in
<br />connection with the correction of any existing safety issues or building code violations,
<br />whether apparent or hidden, nor shall Company or the Installation Contractor be obligated to
<br />identify or notify Participating Customer of any such safety issues or building code violations.
<br />An independent contractor (the "Installation Contractor") shall be hired by the Company to
<br />install the Measures at Participating Customer's property (the "Premises"). The Installation
<br />Contractor shall permanently disable (make them unfit for reuse) all lamps replaced pursuant
<br />to this Participation Agreement. The dis posal of any lighting equipment which is removed as a
<br />part of the Work will be the responsibility of the Company. When undertak ing the installation,
<br />the Installation Contractor or the Company, at their sole discretion, may choos e not to mak e
<br />the installation of the Measures for reasons related to safety, health concerns, code
<br />violations, discovery of unforeseen conditions, the presence of asbes tos or other reasons that
<br />may result in higher than anticipated installation costs. Notwithstanding anything to the
<br />contrary herein, the Company reserves the right to amend or rescind and terminate the offer
<br />set forth in this Agreement at any time, including after the execution of this Agreement, if in
<br />the Company's sole discretion, the cost, timing or availability of products or services regarding
<br />this Agreement changes or if there are changes materially that require Measures that are not
<br />approved for the Program incentives. The Company shall provide the Participating Customer
<br />notice of such amendment or resciss ion and termination by email, in person, or by phone. All
<br />Work shall be performed during normal business hours, Monday through Friday unless the
<br />Participating Customer, Company and Installation Contractor agree otherwise. In this cas e the
<br />Company shall not be entitled to any additional compensation for Work performed outside of
<br />such normal business hours unless agreed to in writing between the Company and
<br />Participating Customer. The Company shall use commercially reasonable efforts to mak e
<br />timely delivery and installation of equipment. In no event will the Company be responsible for
<br />lost or reduced savings or financial incentives due to delays in completion of the Work . In the
<br />event that the Work spans multiple days, the Ins tallation Contractor may store equipment and
<br />materials at the Participating Customer's facility. Title to equipment and material shall remain
<br />with the Company until it is fully paid for by Participating Cus tomer. R isk of loss for equipment
<br />and material shall pass to Participating Customer at the time equipment and/or material is
<br />delivered to the Premises. Customer shall provide Company and Installation Contractor with
<br />reasonable access to all necessary areas of the Premises during agreed upon days and
<br />hours.The Company or Installation Contractor may discover a condition at the premises that
<br />prohibits installation of certain Meas ures, a condition that requires installation of additional
<br />measures, and/or a condition that requires different quantities of certain Measures. These
<br />additional Meas ures may include Measures that were omitted from the original Proposed
<br />Scope of Work due to certain conditions including but not limited to missed rooms, miscounts,
<br />code violations, or other unforeseen omissions, collectively to be known as "the Amended
<br />Measures." In the event that the Company or Implementation Contractor discovers a condition
<br />the requires Amended Measures, the participating Cus tomer hereby consents to allow
<br />Company to install or cause to be installed (through the Installation Contractor) s uch
<br />Amended Meas ures without further notice to or authorization from Participating Customer,
<br />provided that the installation of the Amended Meas ures does not increase the Customer
<br />Price by more than ten percent (10%). Following the installation of any Amended Measures,
<br />the Company shall provide the Participating Cus tomer with a Revised Scope of Work that lists
<br />the Amended Measures and their corresponding energy savings metrics. In the case of a
<br />Measure that was not ins talled due to a condition on or at the Premises , the R evised Scope of
<br />Work s hall note that such Measure was not installed. In the event that the installation of any
<br />Amended Measures will increase the Customer Price by more than ten percent (10%), then
<br />Company shall notify the Participating Customer and shall obtain written approval from the
<br />Participating Customer before proceeding with or directing any installation of the Amended
<br />Measure(s).If the actual cost at completion of the installation is less than the estimated cost,
<br />or if the Company chooses not to install Measures in accordance with this agreement, the
<br />Company s hall adjust the Participating Customer's contribution and the final invoice
<br />accordingly. If the Participating Customer has selected a Payment Plan or Extended Payment
<br />Option, the customer's monthly payment s hall be adjusted to reflect any applicable decrease
<br />in the total amount due from Participating Customer.
<br />Init ia l : [[SertifiI nitial_1]]
<br />2. W arranty and Disclaim ers :
<br />The Company shall provide the following warranties against all defects in material or
<br />workmanship, unless caused by the action or inaction of the Participating Customer, its
<br />agents, s ubcontractors, vendors or such other party under the control of the Participating
<br />Cus tomer:
<br />a. Workmanship Warranty - The Company shall warranty all workmanship for a period
<br />of one (1) year from the completion date of the Work. Participating Customer's s ole
<br />remedy with respect to such warranty shall be Company's repair of any defective
<br />installation.
<br />b. Material Warranty - For all material defects the Company will pass through the
<br />material warranty periods provided by the manufacturer or distributor of any material
<br />or equipment ins talled by Company at the Premises as part of the Work . The
<br />Company will act on the Participating Customer's behalf to get replacement product
<br />or credit for any material or equipment that fails within the warranty period.
<br />Manufacturer warranty periods for eligible equipment from the date of installation
<br />are as follows: Lamps - 1 year; LED Exit Signs -10 years ; Ballasts - 5 years; Fixtures - 1
<br />year; Occupancy Sensors - 5 years; LED lamps - 5 years; LED fixtures - 5 to 10 years
<br />(depending on type/manufacturer); LED wall pack s - 5 to 10 years (depending on
<br />type/manufacturer); LED Screw-ins - 5 years
<br />c. Energy Sav ings Disclaimer - Neither Duke Energy nor the Company guarantees that
<br />the installed Measures will save any level of energy or result in the reduction in
<br />Cus tomer's electric utility bill. For lighting improvements , estimated kilowatt hour
<br />energy savings displayed in this Agreement are calculated according to the wattage
<br />saved per line in the Proposed Scope of Work multiplied by the annual hours of use
<br />per line that were indicated at the time of the energy ass essment.
<br />The Company makes no other warranties, whether express or implied, with respect to the
<br />Work, including without limitation, all warranties with respect to merchantability and fitness
<br />for a particular purpos e.
<br />Dimmer Disclosure: LED's proposed for installation on lighting circuits with exis ting dimmers,
<br />as detailed in the scope of work under this contract, may require the installation of an LED-
<br />compatible dimmer(s). Willdan does not guarantee operation of LED's on lighting circuits
<br />currently operated by existing dimmer(s), nor their compatibility with newly installed
<br />dimmer(s), and is not responsible for any costs incurred by dimmer replacement(s) or
<br />installation thereof.
<br />Construction or Product Warranty Questions
<br />For participating SBES customers, please call 1.855.232.1042 or visit www.sbeswarranty.com
<br />for any construction questions and/or warranty related iss ues.
<br />3. Confidentiality :
<br />Without limiting the generality or specificity of any other provision of this Participation
<br />Agreement or any other agreement between Participating Customer and Company, Company
<br />and any subcontractor of Company's agrees to comply with all applicable laws, rules and
<br />regulations regarding the use, disclosure, protection and safeguarding of personally
<br />identifiable information ("PII") that Company creates or receives from or on behalf of Duke
<br />Energy Carolinas, LLC(Duke Energy) relating to the Work. Company shall only use PII for the
<br />purpose of providing the Work and will not us e or disclose PII for any other purpose, including
<br />Company's own purposes .
<br />Except to the extent neces sary to provide the Work, Company shall not use PII to create any
<br />de-identified or aggregated data without prior written consent of the Participating Customer.
<br />Company shall comply with and conform to recognized common body of knowledge
<br />standards and best practices regarding information s ecurity relating to sensitive data such as
<br />PII. Company will use and disclose only the minimum necessary amount of PII to accomplish
<br />the intended purpose of the Work . Company will employ adminis trative, physical, and technical
<br />safeguards to prevent the unauthorized use, ins ecure disclos ure, compromise, or loss of PII.
<br />Upon completion of the Work, Company s hall return or des troy all PII, keep no copies of PII,
<br />and certify in writing to the Participating Customer that such return or des truction is complete.
<br />Company will immediately report to Participating Customer any suspected or actual security
<br />incident involving any systems containing PII and any use, disclosure, compromis e, or los s of
<br />PII not authorized under this Participation Agreement. Company will fully cooperate with
<br />Participating Cus tomer in response to any such incident. Company will report to Participating
<br />Cus tomer and fully cooperate with Participating Cus tomer in responding to any complaints or
<br />questions regarding Company's or Duke Energy's privacy practices regarding PII. Company
<br />shall comply with all privacy and security policies relating to PII of Duke Energy that Duke
<br />Energyprovides to Company. Company agrees to defend, indemnify and hold harmles s Duke
<br />Energy and Participating Customer and their respective parent, officers, directors, agents,
<br />affiliates, distributors, franchisees and employees against any loss, proceeding, laws uit,
<br />claim, demand, damage, expense, or cost, including reasonable attorneys' fees (including
<br />allocated costs for in house legal services) ("Liabilities ") aris ing out of any act or omiss ion
<br />related to or a failure of Company to comply with the terms of this section of the Participation
<br />Agreement. In the event of any conflict between the indemnification provision in this section
<br />and any other indemnification provision(s) in the Participation Agreement, the indemnity
<br />provis ion more specific to the Liabilities shall apply.
<br />Par ticipation Agreement
<br />Docusign Envelope ID: 21152D16-5C53-47B8-BDEF-16DCC80DCBDB
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