BPM007194 - Contract Documents.pdf

Request for Proposal under A.R.S. § 41-2534

Notice Page

Arizona Department of Administration General Services Division

1400 W. Washington St, #B200 Phoenix, AZ 85007

Solicitation Number: BPM007194

Description: Solar Energy Systems

Solicitation Due Date and Time: As indicated in APP

Pre-Offer Conference: Pre-Offer Conference will not be conducted

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the “State’s eProcurement System” for the Solicitation No. shown at the top of this page.

Proposals must be in the State Procurement Office’s possession online no later than that deadline.

Submit technical inquiries about navigating and/or submitting proposals in the State’s eProcurement System to the State’s eProcurement System Help Desk by phone at (602) 542-7600, option 2; or by email to app@azdoa.gov.

LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requirements or procedures for online submission in the “State’s eProcurement System”.

It is the responsibility of the Prospective Offeror to routinely check the APP website for Solicitation Amendments. Additional instructions for preparing an Offer are included in this solicitation.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible to allow time to arrange for the accommodation.

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Table of Contents Request for Proposal under A.R.S. § 41-2534

Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

Notice Page

Table of Contents

Solicitation Summary 3 Scope of Work 5 Special Terms and Conditions 12 Addendum A to the Special Terms and Conditions 41 Uniform Terms and Conditions 45

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Solicitation Summary

Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

1. What is the State Soliciting?

The Arizona Department of Administration, State Procurement Office (the State), as authorized under A.R.S. § 41-2501 et seq. is seeking to establish one or more mandatory statewide Contracts, to provide Solar Energy Systems.

The State anticipates awarding contract(s) with the intent to secure service coverage statewide.

Whether or not it actually enters into any contracts, how many contracts it enters into, and how the work is awarded between those contracts are all at the State’s discretion. Furthermore, the State will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending under them.

The State reserves the right to accept any item or combination of items specified in the Solicitation, unless the Offeror expressly restricts an item or combination of items in its Offer, and conditions its response on receiving all items for which it provided a proposal. In the event of such restriction, the State will evaluate if an award on such a basis will result in the best value and is in the best interest for the State. The State may otherwise determine, at its sole discretion, that such restriction is non-responsive and deem the Offeror ineligible for further evaluation.

2. What is in the Solicitation?

2.1. At the time of publication, the following documents are included in the Solicitation:

2.1.1. Attachment: BPM007194 Solicitation Requirements

2.1.1.1. Notice / Cover Page

2.1.1.2. Table of Contents

2.1.1.3. Solicitation Summary

2.1.1.4. Scope of Work

2.1.1.5. Special Terms and Conditions

2.1.1.6. Addendum A to the Special Terms and Conditions

2.1.1.7. Addendum B to the Special Terms and Conditions

2.1.1.8. Uniform Terms and Conditions

2.1.1.9. Exhibit A - Secondary Contractor Selection for a Project

2.1.2. Attachment: BPM007194 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

2.1.3. Solicitation Attachments

2.1.3.1. Offer and Acceptance

2.1.3.2. Confidential Information Designation

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

○ Confidential Information Designation (for reference only)

2.1.3.3. Conformance Statements and Exceptions Requests

2.1.3.4. Key Personnel

2.1.3.5. Letter of Insurability

2.1.3.6. Organization Profile

2.1.3.7. Experience and Capacity Response

2.1.3.8. Method of Approach

2.1.3.9. References

2.1.3.10. Pricing

2.2. The State may issue a Solicitation Amendment at any time after Solicitation publication and before the Offer due date. It is the responsibility of the Prospective Offeror to routinely check the APP website for any Solicitation Amendments and revised documents.

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Scope of Work

Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

1. Purpose and Background

1.1. The State of Arizona is seeking qualified contractors to design, procure, and install photovoltaic (PV) solar energy systems on its public buildings. The state is interested in proposals for both grid-tied systems and smaller, stand-alone systems for off-grid applications in remote locations where a traditional grid connection is not practical.

1.2. The purpose of this Solar Energy Systems Contract is to provide the Contractor the ability to be chosen in a secondary selection process to provide a Specific Project Proposal on behalf of the State. Should the State accept the Proposal, the Contractor’s Project Proposal may be considered for Award.

1.3. The State and its cooperative partners are interested in installing systems within an Arizona utility service jurisdiction which offers a Renewal Energy Program. Systems may be installed on the ground, flat roofs, pitched roof structure and in remote locations. We realize installation costs vary for each system; therefore all work will be performed by utilizing a Secondary Selection Process followed by a Task Order.

2. Scope General Requirements:

2.1. The State desires to enter into an agreement to purchase and/or lease systems from a qualified photovoltaic system contractor that will design, install, and maintain photovoltaic power generating systems on the public buildings.

2.2. The State is seeking an experienced Photovoltaic System Contract(s) that will install photovoltaic systems in accordance with A.R.S.§ 44-1762.

2.3. Contractor shall be responsible for any applicable upfront design and installation costs, any administrative or other costs associated with development, and any costs associated with any agreed to recurring responsibilities.

2.4. Multiple Contracts are intended and work will be contracted through the issuance of individual POs or Task Orders.

2.5. Photovoltaic: Assessment of a potential public building will be based on peak power generation not exceeding customer side demand. However, each Contractor is responsible for evaluation of relevant site conditions, industry trends, renewable energy incentives and other available data in determining an appropriate Photovoltaic system size.

2.6. Photovoltaic System designs resulting in power credit offsets by the power utility, through net metering may be considered and Contractor shall coordinate with the utility company to obtain any applicable credit offsets.

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

2.7. Coordination and approval of design, construction and final system inspection and approval by local utility will be the responsibility of the Contractor. The State anticipates entering into an Interconnection Agreement (IA) with the local utility, and Photovoltaic System Services or Operation and Maintenance Agreement.

2.8. The Eligible Agency or using entity will work with the Contractor to provide as-builts, building plans, roof plans, geotechnical reports, utility bills, hours of operation, etc. for each property and will assign staff to assist with the research and due diligence prior to permitting and construction.

3. Specific Requirements

3.1. System Design: The Contractor shall be fully responsible for designing the system in accordance with the requirements of all applicable construction and safety codes, laws and governmental agencies having jurisdiction. Proper licenses will be required per Registrar of Contractor licensing requirements. System Design (Electrical), Process and Instrument Diagram(s) and one-line Diagrams must be sealed by a professional electrical engineer, registered in the state of Arizona.

The proposed design shall, at a minimum, take the following into consideration:

● Shading from vegetation or nearby buildings

● Acceptable ranges for wind and snow loads if applicable

● Overall aesthetics including but not limited to, size of system and placement of any external connections

3.2. The Contractor shall submit to local utility for review and approval, written equipment specifications, detailed plans of the system, including interconnection facilities, control and protective devices and settings, and other details as specified in the current local utility Interconnection Requirements manual.

3.3. Installation: The Contractor shall be fully responsible for installing the system in accordance with the requirements of all applicable construction, National Electric Code and safety codes laws and governmental agencies having jurisdiction.

3.3.1. The State engineering staff reserves the right to inspect and reject any portion of the installation. The Contractor and Eligible Agency will establish and agree to hours when construction may occur on the property. Every effort will be made to ensure that construction does not disrupt tenants’ operations.

3.4. Interconnection: Local utility will be required and the Eligible Agency agrees to exercise all reasonable efforts to obtain and to execute an interconnection agreement in an expeditious manner.

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

3.5. Implementation: The Contractor must provide a draft implementation schedule for the installation including but not limited to lead times for the acquisition of materials and obtaining any necessary permits.

3.6. Secondary Selection Process

3.6.1. Selection for a Project

3.6.1.1. Contractors selected from this RFP that are awarded a Solar Energy Systems Contract will be eligible to provide performance contracting services to the State.

3.6.1.2. The State of Arizona will use a secondary Contractor specific task order selection process (Exhibit A - Secondary Contractor Selection for a Project) to select a specific contractor to complete Project Proposal which may lead to an award of a project for the State of Arizona.

3.6.1.3. The decision of whether to enter into an agreement shall be at the sole discretion of the State of Arizona.

3.7. Task Order Process: The Eligible Agency shall provide potential respondents with as much information regarding relevant site characteristics as is technically or financially feasible. Such information can include aerial photography or topographic maps, facility energy load information, building plans, as well as shading, electrical and structural analyses of the site. However, a local government’s ability to conduct some of these analyses may be limited by financial constraints or the availability of in-house expertise.

In some cases, the county or municipality may be able to pass some of these responsibilities (e.g. shading analyses) off to the respondent, who can recoup these costs in their bids or the PPA rates they offer. If the Eligible Agency decides to delegate some of these assessments to the installer or project developer, it is essential to ensure these respondents have easy and adequate site access to gather this information.

4. Operation and Maintenance

4.1. Contractor shall protect and maintain the generating facility in accordance with current utility operation practices and have methods to ensure that it meets all applicable regulatory and safety standards.

4.2. Contractor shall assign a Project Manager for each installation.

4.3. Contractor shall provide assistance in entering into an IA for the Eligible Agency and the local utility if needed.

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

4.4. Contractor shall provide necessary repair and maintenance to the system to keep it in working order and in accordance with the manufacturer standard maintenance program for Solar Services Agreements and Lease/Rentals.

4.4.1. Maintenance and repair fees shall be provided as an optional service plan.

4.5. Contractor shall guarantee the system output in terms of annual kWh for the first ten (10) years.

4.6. Contractor shall ensure that the project will not adversely impact any warranties to existing structures, including but not limited to, roof, structure, electrical, mechanical, landscaping, etc.

4.7. All installations shall have integral software for offsite monitoring of system output and condition and connectivity through existing site internet connections and shall be available to the Eligible Agency for monitoring.

4.8. The Solar Energy System shall meet the consumer protection standards, including freeze protection and temperature related damage standards.

4.9. Contractor shall furnish a certificate to the Eligible Agency demonstrating compliance with requirements of A.R.S. § 44-1762.

4.10. The Solar Energy System shall comply with any consumer protection, rating, certification, performance, marking, installation, and safety standards that are required by A.R.S. § 44-1763.

5. Roof Installation

5.1. Contractor shall ensure, either through their own analysis or by using existing documentation or a combination of both, the building is structurally sound enough to support a solar energy system and that it will continue to be during the projects estimated useful lifetime.

5.2. As to any roof-mounted PV array, it shall be mounted in such a way that the normal drainage of the roof is not affected.

5.3. Contractor will provide a letter from the roof contractor and/or roofing manufacturer indicating that the roof warranty is not affected by the installation of the PV system or will provide a replacement warranty of equivalent value.

5.4. Contractor shall conduct an inspection of the roof to identify and document existing deficiencies in the roof. Any damage to the roof surface following the roof inspection shall be deemed the responsibility of the Contractor and shall be repaired at their expense.

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

5.5. Contractor shall maintain the integrity of the roof surface during delivery, handling and installation, including laying out mat, insulation/plywood layers, etc.

5.6. Contractor shall have a professional structural engineer, registered in the State of Arizona, evaluate the proposed roof installation, including equipment, mounts, connections, etc., relative to static, snow and wind loading.

5.7. Any proposed modifications to existing facilities and design/methodology of roof penetrations, panel mounts, cabling, etc., must be approved by ADOA or Eligible Agency engineering staff and/or its general contract’s representative so as to preserve warranty coverage.

6. Off-Grid Solar Energy Systems

6.1. System Sizing and Design: Accurately assessing energy demands for off-grid sites and designing appropriately sized photovoltaic arrays, battery storage, and charge controllers to ensure reliable power supply.

6.2. Battery Storage Solutions: Proposing robust and efficient battery technologies suitable for deep cycling and extended periods without grid power, along with appropriate battery management systems.

6.3. Backup Generator Integration: Seamlessly integrating backup generators with battery storage systems to provide redundant power, extend autonomy, and optimize fuel consumption. This includes automatic transfer switches and intelligent control systems that prioritize solar and battery power.

6.4. Load Management and Energy Efficiency: Providing recommendations for optimizing energy consumption at off-grid sites and integrating energy-efficient appliances or systems where applicable.

6.5. System Integration: Ensuring seamless integration of all off-grid components, including inverters, generators, and monitoring systems.

6.6. Maintenance and Durability: Offering solutions that are designed for minimal maintenance in remote environments and can withstand various environmental conditions.

6.7. Compliance: Adhering to all relevant electrical and safety codes for stand-alone power systems.

6.8. Proposals for off-grid systems should include detailed specifications for all components, estimated performance, and a comprehensive plan for installation, commissioning, and long-term support in remote settings.

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

7. Warranties

7.1. All PV equipment shall have a minimum 25 year warranty.

7.2. Inverters shall have a minimum 10 year warranty.

7.3. The total system shall have a minimum 5 year warranty.

8. Financing Options

8.1. RENTAL/LEASE

8.1.1. Rental/Lease Equipment: Contractor shall have the ability to assume rental and lease agreements.

8.1.2. Rental/Lease Equipment Maintenance – Scheduled/Preventive Maintenance shall be included in the agreement price of equipment being placed through a Rental or Lease Agreement. Maintenance for Rented and Leased Equipment shall include a provision for all replacement parts at no additional charge.

8.1.3. Cancelable Rental – Shall meet the financial requirements of an Operational Lease but shall be cancelable given ninety (90) days written notice, at any time during the rental term.

8.1.4. All Equipment, materials, parts and other components incorporated in the work or an item covered by this Contract shall be new, of the latest model and of the most suitable grade for the purpose intended. Any and all work under this Contract shall be performed in a skilled and workmanlike manner.

9. SOLAR SERVICE AGREEMENTS (SSA) (Use for Coops Only if Available from Vendor)

9.1. Contractor shall privately finance, develop, design, construct, own, operate and maintain the Solar Energy System and sell electrical output to the Eligible Agency on a cents/kWh basis for the length of the agreement. The Contractor shall be responsible for providing all necessary materials, labor, equipment, financing, travel and incidentals to develop a fully functioning Solar Energy System.

9.2. Each site is to be leased to the Contractor pursuant to a site lease agreement. All electrical power generated by the systems will be sold to the Eligible Agency at a cost lower than currently available or up to 10% over current grid rate through current traditional electrical providers now and into the future. The systems will be appropriately sized to avoid excess generation and will be delivered on a net metering basis.

9.3. The Eligible Agency shall delineate how the Renewable Energy Certificates will be managed.

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

9.4. The Eligible Agency will be able to purchase the system at any time after the system has been in place based on fair market value and in accordance with the SSA.

9.5. PERFORMANCE GUARANTEE: The Contractor guarantees that during the term of the SSA, the System will generate the guaranteed annual kilowatt-hours (kWh) of energy set forth as follows.

9.5.1. Refund. Commencing on the anniversary of the date that the System receives permission to operate from the Utility, if at the end of each successive twelve

(12) month anniversary of the date that the System achieves permission to operate from the utility, the cumulative Actual Annual kWh generated by the System is less than the Guaranteed Annual kWh, then the Contractor will send Purchaser a refund check equal to the difference between the Guaranteed Annual kWh and the cumulative Actual Annual kWh multiplied by the Guaranteed Energy Price per kWh. Contractor will make that payment within thirty (30) days after the end of the relevant calendar year.

9.5.2. Surplus. Commencing on the anniversary of the date that the System receives permission to operate from the Utility, if at the end of each successive twelve

(12) month anniversary of the date the System receives permission to operate from the Utility, the Actual Annual kWh is greater than the Guaranteed Annual kWh during any twelve (12) month period, this surplus will be carried over and will be used to offset any deficits that may occur in the future.

9.5.3. Guaranteed Annual kWh and Guaranteed Energy Price per kWh will be negotiated between Contractor and Eligible Agency at time of request.

9.5.3.1. Actual Annual kWh means the AC electricity produced by the System in kilowatt-hours measured and recorded by the Contractor during each successive twelve (12) month anniversary of Purchasers first monthly payment under the SSA. To measure the Actual kWh, utility metering shall be used.

9.6. The State may utilize a 3rd Party Financing Company.

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Special Terms and Conditions

Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

The Special Terms and Conditions modify the Uniform Terms and Conditions. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.

1. Definition of Terms: As used in the Contract, the terms listed below are defined as follows:

1.1. Acceptance: The document titled “Offer and Acceptance Form” bearing the state contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services.

1.2. Accepted Offer:

1.2.1. If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

1.2.2. If State requested a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means the latest Revised Offer.

1.2.3. If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.

1.3. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

1.4. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.)

R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding how to access these state statutes and rules.

1.5. Arizona Risk and Authorization Management Program (AZRAMP): is used by the Arizona Department of Homeland Security to evaluate Cloud services and Contractors that will transfer, process, or store state data outside of state-managed or controlled networks, and has three levels of control review:

1.5.1. AZRAMP Level 1 Prerequisite: 35 Controls

1.5.2. AZRAMP Level 2 Low Impact: Public Data Classification

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

1.5.3. AZRAMP Level 3 Moderate Impact: Confidential Data Classification

1.6. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt

1.7. Attachment. Any item that:

1.7.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial Offer, Revised Offer, or Best and Final Offer);

1.7.2. Was attached to an Offer when submitted; and

1.7.3. Was included in the Accepted Offer.

1.8. Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS), Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer, processing, or storage of state Data outside the control of state-managed and controlled networks.

1.9. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

1.10. Contractor: The Person identified on the Accepted Offer who has entered into the Contract with the State.

1.11. Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.12. Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under Section 501(c)(3) through 501(c)(6) of the tax code.

1.13. Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter 5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to indicate an unauthorized acquisition of and unauthorized access that materially compromises the security or confidentiality of unencrypted and unredacted computerized

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division personal information maintained as part of a database of personal information regarding multiple individuals.

1.14. Eligible Agency:

1.14.1. If the Special Terms and Conditions indicate that the Contract is a “single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein.

1.14.2. If the Special Terms and Conditions indicate that the Contract is a mandatory statewide contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

1.14.3. If the Special Terms and Conditions indicate that the Contract is a “cooperative” contract available for use by Co-Op Buyers, then “Eligible Agency” means any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

1.15. Federal Risk and Authorization Management Program (FedRAMP): A federal government program that provides a standardized approach to security assessment, authorization, and continuous monitoring specifically for Cloud products and services relied upon by federal entities that store, process and transmit federal information.

1.16. Instructions to Offerors: The Solicitation Instructions document of the Solicitation.

1.17. NIST: NIST is the National Institute of Standards and Technology. For more information, see https://www.nist.gov/.

1.17.1. NIST Low Impact: If a Contractor may process, transmit, or store Public State Data (per State Data Classification Policy P8110), metadata, and/or Data that may be released to the public that requires no additional levels of protection during its work under the Contract, or as directed by the State Chief Privacy Officer (Arizona Department of Homeland Security Governance, Risk, and Compliance team), then the Contractor shall comply with NIST Low Impact security controls.

1.18. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends on the scope of the Contract and how the State will use it. The Special Terms and Conditions provide that information. Any of the following are construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.19. State’s eProcurement System: The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy document Technical Bulletin No. 020, Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 14 of 45 https://www.nist.gov/

Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division

The State’s eProcurement System–The Official State eProcurement System. Technical Bulletin No. 020 is available online at:

https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

1.20. State: With respect to the Contract generally, “State” means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract.

With respect to administration or rights, remedies, obligations and duties under the Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

1.21. State Indemnitees: Collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

1.22. StateRAMP: A non-profit organization that provides a uniform approach to verifying that the cybersecurity of Cloud service providers (CSPs) meets the standards and regulations needed to do business with state and local governments.

1.23. Work: The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

2. Contract Interpretations

2.1. Usage. Where the Contract:

2.1.1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier Subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s and the Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to Contractor as apart from Subcontractors.

2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating

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Solicitation No. BPM007194 Solar Energy Systems

Arizona Department of Administration General Services Division of the respective best interests of both parties as practicable under the circumstances;

2.1.3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

2.1.4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity;

2.1.5. uses the term “might” with respect to an event, outcome, action, etc., the term is to be interpreted as conveying contingency or non-discretionary conditionality; and

2.1.6. uses the term “will” or the phrases “is to be” or “are to be” with respect to an event, outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty or imperativeness that “shall” is either unnecessary or irrelevant in that instance.

2.2. Contract Order of Precedence

2.2.1. Complementary Documents. All of the documents forming the Contract are complementary. If certain work, requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the Work as though the relevant Work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results.

2.2.2. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document, but not in another, is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

2.2.2.2. The final Solicitation Documents, in the following order:

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

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Arizona Department of Administration General Services Division

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Specifications; and

(7) Any other documents referenced or included in the

Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

2.2.3. Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an “Attachment” since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror Data therein remain part of the Accepted Offer for purposes of precedence and contractual effect.

3. Contract Administration and Operation

3.1. Term of Contract. The term of the Contract will commence on the date indicated on the Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of one (1) or more months and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

3.3. Notices and Correspondence

3.3.1. To Contractor. State shall address all Contract correspondence other than formal notices to the email address indicated as “Default for Type” for “General Mailing Address” in Contractor’s corresponding State’s eProcurement System Vendor Profile; and address any required notices to Contractor to the “Contact Name and Title” at the “Mailing Address” indicated on the Accepted Offer, as that address might have been amended during the term of the Contract.

3.3.2. To State. Contractor shall address all Contract correspondence other than formal notices to the email address indicated in “Contact Instructions” in the

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Arizona Department of Administration General Services Division

State’s eProcurement System Summary for State; and address any required notices to State via email to the Procurement Officer identified as “Purchaser” in the State’s eProcurement System and via mail to the following mailing address:

Arizona Department of Administration General Services Division

3.3.3. Changes. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address.

3.4. Signing of Contract Amendments. Contractor’s counter-signature (or “approval” in the State’s eProcurement System, in the case of an amendment) is not required to give effect if the Contract Amendment only covers either:

3.4.1. extension of the term of the Contract within the maximum aggregate term; or

3.4.2. modifications of a clerical nature that have no effect on terms, conditions, price, scope, or other material aspect of the Contract.

In every case other than those listed in 3.4.1 and 3.4.2 above, both parties’ signatures (or “approval” in the State’s eProcurement System in the case of an Amendment) are required to give it effect.

3.5. Click-through Terms and Conditions. If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

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3.6. Books and Records

3.6.1. Retain Records. In addition to the audit rights detailed in the Uniform Terms and Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to any cost and pricing Data submitted in satisfaction of § 41-2543 for the period specified in the statute.

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency or Co-Op Buyer purchasing. Upon request by the State, Contractor shall promptly provide the State with any usage information requested and shall not attempt to limit the State's use in any way.

3.6.3. Right To Audit. The retained books and records are subject to audit by State during that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

3.6.4. Auditing. Contractor or Subcontractor shall either make all such books and records under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce the records at a designated State office on State’s demand, the choice of which being at State’s discretion. For the purpose of this paragraph, “reasonable times” are during normal business hours and in such a manner so as to not unreasonably interfere with normal business activities.

3.7. Subcontract

3.7.1. Initial list. At the time of Contract execution, Contractor’s candidate Subcontractors were identified in Attachment Proposed Subcontractors to the Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer’s advance consent for Contractor to enter into a Subcontract with each candidate, which Contractor

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Arizona Department of Administration General Services Division shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform Work under the Contract, without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired.

Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it. Approval of additional subcontractors shall be added to the Contract by a bilateral Contract Amendment.

3.7.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other things, the duty to supervise and coordinate the work of Subcontractors.

Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor.

3.8. Orders

3.8.1. Order Sufficiency. The Contract was awarded in accordance with the Arizona Procurement Code; the transactions and procedures required by the Arizona Procurement Code for competitive source selection have been met. An Order issued that cites the correct State contract number will suffice to authorize the Contractor to provide the Materials and perform the Services covered by that Order.

3.8.2. Order Terms. All Orders are subject to the Contract Terms and Conditions; an Order cannot modify the Contract Terms and Conditions. Any Contractor terms added to quotes or otherwise unilaterally added to Eligible Agency or Co-Op Buyer Orders are null and void.

3.8.3. Orders are Obligatory. Until the expiration or earlier termination of the Contract, State may issue and Contractor shall accept Orders that make proper reference to the Contract and are permissible hereunder, provided that, Contractor is not obliged to accept any Order that is not consistent with

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Arizona Department of Administration General Services Division the then-current pricing, lead times, specifications, or payment provisions of the Contract. Contractor shall fulfill and complete any Orders that are begun but not yet completed as of expiration or earlier termination of the Contract unless State instructs otherwise at the time.

3.8.4. No Minimums or Commitments. (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders;

(b) State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract; (c) Contractor shall only deliver or perform as authorized by Orders; and (d) State is not limited as to the number of Orders it may issue for the Contract. For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.

3.8.5. Non-contracted Materials or Services. Any attempt to knowingly represent for sales, marketing, or related purposes that Materials or Services not specifically awarded are under a State contract is a violation of the Contract and law.

3.9. Order Cancellations. State may cancel Orders within a reasonable period after issuance and at its discretion. The same method used for ordering will be used for cancellation.

3.9.1. If State cancels an Order, then State shall:

3.9.1.1. pay Contractor for any portion of the Materials and Services from that Order that have been properly delivered or performed as of the cancellation effective date; and

3.9.1.2. reimburse Contractor for actual, documented costs incurred in fulfilling the Order up to the cancellation effective date and the cost of any obligations incurred in fulfilling the Order up to the cancellation effective date that demonstrably cannot be canceled or that have pre-established cancellation penalties specified in the relevant Subcontracts, to the extent the penalties are reasonable and customary for the work in question.

3.9.2. Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancellation notice; State is not liable for any Materials that were produced, shipped, or delivered, or Services that were performed before Contractor had acknowledged the corresponding Order.

3.9.3. State shall also be able to cancel Orders freely and without any further obligation at any time prior to Contractor’s formal acknowledgement of the Order.

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3.10. The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41-2632 and A.A.C. R2-7-1002(B)) that can be purchased against by some or all Eligible Agencies and any Co‑Op Buyers that elect to participate. Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be construed as being a cooperative contract hereunder.

3.10.1. Contractor shall verify if an ordering entity is a current Co-Op Buyer before selling Materials to or providing Services for them under the Contract. The current list of Co‑Op Buyers is available on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting

3.10.2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies, with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).

3.10.3. Contractor shall pay State an administrative fee against all Contract sales to Co‑Op Buyers, as provided for under A.R.S. § 41‑2633. Rates are set in accordance with SPO Technical Bulletin (TB) 007, available on the SPO website, which may be revised at the State’s sole discretion as part of Arizona state procurement policy. For convenience (though note that this link may change over time) TB 007 may be found here:

https://spo.az.gov/suppliers/usage-reporting.

Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9.