ESBD_File_332093_RFP 758-23-00079 Solar Farm (v.8.8.23).docx

APPENDIX SIX

REQUEST FOR PROPOSALS

Request for Proposal (“RFP”) No: 758-23-00079

FOR A

Developer for Solar Farm and Research Facility

ALL PROPOSALS MUST BE RECEIVED NO LATER THAN:

October 11, 2023, AT 2:30 PM CENTRAL

Prepared by:

Jenn DeLeon The Texas State University System Jennifer.DeLeon@tsus.edu

TABLE OF CONTENTS

PAGE

Section 1 – General Information

1.1 OBJECTIVE

The Texas State University System (TSUS or The System) is seeking a qualified, experienced developer to enter into a ground lease on System-owned land for the engineering, procurement, construction, and operation of a Solar Photovoltaic Electric Generation and Research Facility (the Project) for one of its component institutions, Texas State University (TXST).

This Request for Proposals No. 758-23-00079 (this RFP or Solicitation) sets forth, at a minimum, the specifications, terms, conditions, and requirements to be considered for the Project. The System will select the proposal that offers the “best value” based on the published selection criteria and on its ranking evaluation of submitted proposals. Firms that respond to this RFP will be referred to as “Proposers.”

1.2 DESCRIPTION OF THE SYSTEM

The Texas State University System, founded in 1911, is the first higher education system that was established in Texas. Beginning as an administrative means to consolidate the support and management of state teacher colleges, The System has evolved into a network of higher education institutions stretching from the Texas–Louisiana border to the Big Bend region of West Texas. Throughout The System, faculty and staff are preparing students to work in and contribute to our global society.

The System includes the system administration office (TSUS Administration) and seven (7) component institutions (Component Institutions) that offer a broad range of academic and career opportunities:

The Texas State University System is governed by a nine-member Board of Regents appointed by the governor. In addition, a nonvoting student regent is appointed annually to the board. TSUS Administration, which is led by a board-appointed chancellor, is based in Austin, where it provides support to the Component Institutions and state government.

1.3 DESCRIPTION OF THE PROJECT

The System is interested in leasing approximately 161 contiguous acres located in San Marcos, Texas (Muller Farm or the Property) to a qualified and experienced solar developer (the Developer) for the financing, design, development and construction of the Project (the Services or the Work). The Project will consist of two components: (i) the design, construction, operation and maintenance of a solar photo voltaic (PV) electric generation facility (the Solar Farm), and (ii) the financing, design and construction of an approximately 13,450 square-foot research facility for TXST’s use (the Research Facility) at Muller Farm, each as more fully described below.

A. Property Description. Muller Farm consists of approximately 161 contiguous acres located at 4250 Center Point Road, San Marcos, Texas 78666 (ref. APPENDIX TWO). The Property is composed of 146 acres located in Hays County with the remaining 15 acres residing in Guadalupe County. Currently the Property is used for cattle ranching with roughly 3 acres dedicated to the Bobcat Blend Composting Initiative. Both activities will cease before Project construction begins. The Property lies entirely within Bluebonnet Electric Cooperative’s (BEC) Certificate of Convenience and Necessity (CCN) and is served by Bluebonnet Electric Cooperative via primary voltage lines that are adjacent to the property. Distribution for the area originates from the substation located on Braune Road approximately 1.5 miles away. The Lower Colorado River Authority (LCRA) has transmission lines that transverse the rear corner of the lot which supply power to the distribution substation. (ref. APPENDIX THREE). BEC and the LCRA are aware of and supportive of the project.

B. The Solar Farm. The Solar Farm improvements will be 100% owned by the Developer(s) pursuant to a 25-year ground lease of approximately 146 acres of Muller Farm (the Ground Lease). As the owner of the Solar Farm improvements, the Developer will retain all rights for the production and sale of electricity generated by the development. The Developer will be responsible for securing its own solar offtake agreements, as TXST will not commit to purchase any power generated from the Solar Farm. TXST is looking to receive cash rent under the Ground Lease in exchange for the Developer's right of possession and access to the leased portion of the Property. The System is also interested in obtaining recognition for carbon and green energy offsets for the entire energy production to allow marketing of TXST as a 100% green energy university.

C. The Research Facility and R&D Array. TXST is seeking to reserve a portion of the Muller Farm property for the Research Facility, to be located in a mutually agreed location. TXST expects the Developer to finance, design, construct and transfer title to the completed Research Facility to TXST for its exclusive ownership and use for solar-related research activities. TXST prefers construction of the Research Facility to begin before construction of the Solar Farm.

The Research Facility, called the Smart Energy & Utilities Lab, will be a warm shell building (i.e., to include basic amenities such as ceilings, lighting, plumbing, HVAC, etc.) approximately 13,450 square-foot in size (ref. APPENDIX FOUR), that will be tied to a portion of the completed Solar Farm (approximately 15 acres generating 6MW of power - assuming 1MW per 2.5 acres) for research purposes (the R&D Array).

The R&D Array will be maintained by the Developer as part of the overall Solar Farm but will be placed on a separate feeder to be accessed by TXST for research purposes. Power from the R&D Array may be sold by the developer when in research use. TXST will share its research projects and plans using the R&D Array with the Developer on a not less than annual basis. TXST will create and maintain a change plan and schedule for new research equipment, process and changes needed. TXST intends to use as little as possible of the power generated by the R&D Array and the Developer will retain full ownership of all remaining power generated from the R&D Array. TXST expects to have a DC bus and AC bus that will benefit from the pass through of the energy to enhance the types of experiments and testing that TXST can perform. The Developer will ultimately be able to sell a majority of the 6MW generated by the R&D Array. Note: It is expected that any changes made to the R&D Array will be done during the evening hours when the R&D Array is not generating any energy.

D. Bobcat Blend Relocation: To optimize the existing acreage at Muller Farm, the Developer may be required to assist with the relocation of the existing operations of TXST Bobcat Blend (ref. Section 5.4.1 and APPENDIX TWO) from Muller Farm to the Freemen Center at 2101 Freeman Ranch Road, San Marcos, TX 78666. The new site at Freeman Center may require some modifications by the Developer to be negotiated, prior to the relocation, to allow for operations of Bobcat Blend.

1.4 PROJECT OBJECTIVES AND BENEFITS

1.4.1 The primary objectives of The System in seeking a qualified developer are as follows (the Project Objectives):

A. Provide research opportunities for TXST by having access to the solar energy production facility and research facility.

B. Create a revenue stream for TXST.

C. Explore recognition by the production of a green power offset for TXST’s electrical consumption.

1.4.2 The key benefits of the project are as follows (the Project Benefits):

A. To enhance TXST teaching curricula from the research performed at the Smart Energy & Utility Lab.

B. To support a Power Systems Research Center.

C. To support Research Faculty to apply for Federal and State Power Systems Funding.

D. To improve TXST relationships with public and private sector energy enterprises.

E. To accelerate the hiring of graduating TXST students in related fields of study.

F. To improve TXST sustainability and global responsibility, position, and influence.

G. To perform world-class research & development in the following disciplines including, but not limited to:

· Electrical Engineering

· Computer Engineering

· Power Engineering

· Mechanical Engineering

· Industrial Engineering

· Civil Engineering

· Construction Management

· Physics

· Chemistry

· Mathematics

· Computer Science

· Biology

· Water and Environment

· Marketing

· Design

· Telecommunications

· Energy Trading

· Transportation

· Cybersecurity

· AR/VR/XR

· Information Technology

· Digital Twins

1.5 SCHEDULE OF EVENTS

Below is the anticipated schedule of events for this RFP. The System reserves the right to revise this schedule. Any such revision will be formalized by the issuance of a written addendum to the RFP (ref. Section 2.4, Clarifications and Interpretations).

1.6 CLASS AND ITEM (NIGP) CODES

The related Class and Item code(s) for services related to this solicitation are: 971-35, 981-32

Section 2 – Notice to Proposers

2.1 PUBLIC INFORMATION

All information, documentation, and other materials submitted in response to this Solicitation are considered non-confidential and/or non-proprietary and are subject to public disclosure under the Texas Public Information Act (Texas Government Code, Chapter 552.001, et seq.) after the Solicitation is completed.

2.2 POINT OF CONTACT

The System designates the following person as its representative and Point of Contact for this RFP:

Jenn DeLeon Email: Jennifer.DeLeon@tsus.edu

The System instructs interested parties to restrict all contact and questions regarding this RFP to written communications with the Point of Contact. Proposers shall restrict all contact with The System and direct all questions regarding this RFP in writing to the Point of Contact.

2.3 PROPOSER QUESTIONS

After the RFP is advertised, Proposers will have until the Question Deadline (ref. Section 1.5, Schedule of Events) to submit written questions, including questions regarding terms and conditions or for clarification of the proposal, to The System’s Point of Contact (ref. Section 2.2). All questions submitted and received prior to the deadline will be reviewed, consolidated where possible, and answered in a written addendum. The addendum will be posted on the Texas Electronic State Business Daily (ESBD) at: https://www.txsmartbuy.com/esbd. Enter “758” in the Agency Number field to search ESBD for The Texas State University System solicitations. The System will provide responses as soon as practicable following the Question Deadline however, The System reserves the right to decline to respond to any question. It is the Proposer's responsibility to continually check the ESBD for Addenda.

2.4 CLARIFICATIONS AND INTERPRETATIONS

Any clarifications or interpretations of this RFP that materially affect or change its requirements will be issued formally by The System as a written addendum. Addenda, if required, will be issued by The System and posted on the ESBD (ref. Section 2.3). It is the responsibility of all Proposers to check the status of formal addenda before the submission deadline and to obtain this information in a timely manner. The System intends to issue any required addenda a minimum of five (5) business days prior to the Submittal Deadline (ref. Section 3.1) to allow time for Proposers to review information and complete responses. All such addenda issued by The System must be acknowledged by Proposers and incorporated into the RFP response (ref. Section 7).

2.5 EVALUATION OF PROPOSALS

It is the intent of The System to award a contract to the responsible, responsive Proposer that submits a proposal meeting the minimum criteria set forth herein, and that represents the best value to The System. Representatives from third party vendors or other outside entities that are currently contract holders with The System (“External Representatives”) may have access to Proposer’s submitted proposals and other relevant materials to assist The System in conducting its review.

2.5.1 RFP Specific Evaluation Criteria and Weights (100% maximum): To determine best value, all properly submitted proposals will be reviewed, evaluated, and ranked by The System according to the specific RFP Evaluation criteria, and the associated weighted values of each, described in Section 9 of this RFP. The Evaluation Criteria and their associated weighted values are designed to ensure the achievement of the Project Objectives and Project Benefits (ref. Section 1.4).

2.5.2 Interviews / Short List Presentations: Upon completion of the initial review and evaluation of the proposals, The System may invite one or more firm(s) within the competitive range, at the firm(s) expense, to give an oral interview and / or written presentation and respond to questions. Interviews, at The System’s discretion, may be either on site at The System’s offices in Austin, Texas or the TXST campus, or by video conference.

2.6 AWARD OF CONTRACT

2.6.1 Any contract shall be governed, construed, and interpreted under the laws of the State of Texas, and TSUS Administration policy as the same may be amended from time to time. Any legal actions must be filed in Travis County, Austin, Texas.

2.6.2 Exclusive Negotiations: Upon completing its evaluation of proposals, The System intends to enter into an Exclusive Negotiating Agreement (ENA) with the highest-ranking Proposer. Under the ENA, the parties will proceed with further concept refinement, Project planning, and preliminary design and development activities as deemed reasonably necessary and appropriate by The System prior to entering into the Ground Lease and related agreements (the Definitive Agreements). Negotiations will only be held with Proposer(s) who have a reasonable chance of receiving award of a definitive Ground Lease. If The System is unable to negotiate satisfactory Definitive Agreements with the selected Proposer, the System may end negotiations with that Proposer and begin negotiations with the next highest-ranking Proposer as listed in the ranking of proposals. Alternatively, The System may terminate this procurement.

2.6.3 Definitive Agreements: Execution of a Ground Lease and related Definitive Agreements will depend upon the outcome of the ENA activities and the parties' ability successfully negotiate mutually agreeable terms consistent with the Project Objectives and Project Benefits, and material terms contained in this RFP. The System expects the final terms of the Definitive Agreements to be fully consistent with the terms of this RFP and the material terms and considerations presented in the selected Proposal.

2.6.4 No Guarantee of Award. The System makes no guarantee that an award will be made because of this RFP. The System reserves the right to accept or reject any or all proposals, waive any formalities or minor technical inconsistencies and delete any requirement or specification from this RFP when deemed to be in The System’s best interest. The System reserves the right to seek clarification of any item contained in Proposer’s proposal prior to final selection. Such clarification may be provided by telephone or personal meetings with or in writing to The System, at The System’s discretion. Representations made by Proposer within its proposal will be binding on Proposer. The System will not be bound to act by any previous communication or response submitted by Proposer, other than this RFP.

2.7 THE SYSTEM’S RESERVATION OF RIGHTS

The System may evaluate the Proposals based on the anticipated completion of all or any portion of the Project. The System reserves the right to divide the Project into multiple parts, to reject any and all proposals and re-solicit for new proposals, or to reject any and all proposals and temporarily or permanently abandon the Project. The System makes no representations, written or oral, that it will enter into any form of agreement with any Proposer to this RFP for any project and no such representation is intended or should be construed by the issuance of this RFP.

2.8 ACCEPTANCE OF EVALUATION METHODOLOGY

By submitting its proposal in response to this RFP, Proposer accepts the evaluation process and acknowledges and accepts that the determination of the “best value” firm(s) will require subjective judgments by The System.

2.9 NON-REIMBURSEMENT FOR COSTS

Proposer acknowledges and accepts that any costs incurred from the Proposer’s participation in this RFP process shall be at the sole risk and responsibility of the Proposer. Proposers submit proposals at their own risk and expense, including the evaluation of the qualifications, presentations, meeting attendance, due diligence, work sessions, regardless of whether The System enters into an agreement with the Proposer.

2.10 CONFLICTS/CONTACT

Proposers shall not contact existing members of the TSUS Board of Regents, The System employees, including those of Component Institutions about this RFP until the resulting contract(s), if any, are fully executed.

2.11 CERTIFICATE OF INTERESTED PARTIES

Pursuant to Texas Government Code 2252.908 and Texas Ethic Commission Rule 46, for contracts that either have a value of at least $1 million or require approval of the TSUS Board of Regents, a business entity (vendor) must submit a copy of the Disclosure of Interested Parties (Texas Ethics Commission Form 1295) filed with the Texas Ethics Commission when the business entity submits the signed contract. No such contract may be presented to the TSUS Board of Regents for approval without the disclosure. By submitting a proposal in response to this RFP, Proposer agrees to comply with this law. Information on the Disclosure of Interested Parties can be found at: https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

2.12 OPTIONAL PRE-PROPOSAL CONFERENCE

The System will hold an optional pre-proposal conference at 10:00 a.m., Central on Friday, September 8, 2023, in San Marcos, Texas. The location of the briefing will be at STAR One – 3055 Hunter Rd, Room 173, San Marcos TX 78666. The preproposal conference will allow all Proposers an opportunity to ask The System’s representatives relevant questions and clarify provisions of this RFP. The Point of Contact will post the pre-proposal conference sign-in sheet to the ESBD after the meeting.

The pre-proposal conference will include a brief site visit. The System will arrange transportation and attendance will be limited to 1-3 people per firm. Email the Point of Contact (ref. Section 2.2) to RSVP for the pre-proposal conference and obtain detailed information for the visit. RSVPs must be received no later than Wednesday, August 30, 2023.

Section 3 – Requirements of Proposal

3.1 PROPOSAL SUBMITTAL DEADLINE AND LOCATION

The System will receive proposals for this RFP at the time and location described below. The Proposer (not The System, the carrier, mail service/courier, or other party) is solely responsible for ensuring that the proposal is received by the Point of Contact, in the format described below (ref. Section 3.3), prior to the Submittal Deadline.

Submittal Deadline: October 11, 2023, at 2:30 PM CENTRAL

The Texas State University System Attn: Jenn DeLeon 601 Colorado Street Austin, Texas 78701 Re: RFP 758-23-00079

NOTE: A public opening of responses will not be conducted for this RFP.

3.2 PROPOSAL FORMAT AND REQUIRED COPIES

3.2.1 Unacceptable Proposal Delivery Methods: The System will not accept proposals in response to this RFP that are submitted by telephone, facsimile (fax) transmission, or electronic mail.

3.2.2 Proposal Envelope/Box/Container: Proposal must be placed in a sealed envelope, box, or container that is completely and properly identified with the name of Proposer’s firm, RFP number, due date and time. It is the Proposer’s responsibility to have the proposal correctly marked, addressed, and delivered to The System by the Submittal Deadline for receipt by the Point of Contact.

3.2.3 Format for Proposal: Proposer shall make every effort to present the required information in a detailed, orderly, and compact presentation. Proposer should provide visual examples of functionality to clarify and reinforce key product features and services. Long or elaborate proposals are not desired. Sections will be tabbed and clearly labeled for ease of review and evaluation.

Proposer should submit the complete proposals, both the paper and electronic copies, using a format substantially like the following in terms of order of content:

A. Cover Page B. Table of Contents C. Executive Summary of Proposal D. Project Financials (ref. Section 6) E. Execution of Proposal (ref. Section 7) F. Proposer’s Questionnaire (ref. Section 8) G. Evaluation Criteria (ref. Section 9) H. Supplemental Information: Proposer may submit any additional information Proposer feels is relevant to the proposal. This information must be clearly labeled as “Supplemental Information” and in a separate tabbed section of the proposal.

NOTE: Proposers are responsible for submitting all required information as requested in this RFP. The above listing of items to be included in the proposal submission is a summary provided to aid Proposers in putting together the proposal package. Any items stated in other Sections of the RFP, but not listed in this Section, are still required to be provided as part of the proposal submission.

3.2.4 Required Copies: Proposer must submit (a) one (1) complete paper copy of its entire proposal and (b) one (1) USB flash drive with a complete electronic copy of the entire proposal, in a single .pdf file. The USB flash drive must include a protective cover that is labeled with Proposer’s name and the RFP number. An original signature by an authorized officer of Proposer’s firm must appear on the Execution of Proposal (ref. Section 7) included in the submitted proposals, both paper and electronic.

3.3 PROJECT FINANCIALS

Proposer shall provide all financial information as requested in Section 6 of this RFP. All pricing must be in United States Dollars.

3.4 EXECUTION OF PROPOSAL

Proposer must complete, sign and return the attached Execution of Proposal (ref. Section 7) as part of the proposal. The Execution of Proposal must be signed by an authorized officer of Proposer’s firm duly authorized to bind the Proposer to its proposal. Failure to sign and return the Execution of Proposal will result in the rejection of the proposal.

3.5 PROPOSER’S QUESTIONNAIRE

Proposer must completely answer all questions asked in Section 8 (Proposer’s Questionnaire). By submitting a proposal, Proposer certifies that, to the best of its knowledge, all responses are true, correct, and complete.

3.6 EVALUATION CRITERIA

Proposer must completely answer all inquiries set forth in Section 9 (Evaluation Criteria). By submitting a proposal, Proposer certifies that, to the best of its knowledge, all responses are true, correct, and complete.

3.7 VALIDITY PERIOD

By submitting a proposal in response to this RFP, Proposer accepts that the proposal will remain valid for a minimum of one-hundred twenty (120) days after the submittal deadline to allow time for evaluation of proposals, award determination, and any unforeseen delays.

Section 4 – Terms & Conditions of Proposal

The items below apply to and become a part of the proposal. Exceptions cannot be taken to the RFP document itself, nor can it be redlined. These actions may result in Proposer’s disqualification.

PROPOSER IS CAUTIONED TO READ THE INFORMATION CONTAINED IN THIS RFP CAREFULLY AND TO SUBMIT A COMPLETE RESPONSE TO ALL REQUIREMENTS AND QUESTIONS AS DIRECTED.

4.1 PROPOSAL REQUIREMENTS AND GENERAL INSTRUCTIONS

4.1.1 Rules, Regulations & Statutes: The System is an agency of the State of Texas. Proposers must comply with all rules, regulations, and statutes relating to purchasing of the State of Texas, The Texas State University System Rules and Regulations, in addition to the Terms and Conditions of this form. Upon engagement, any successful Proposer shall confirm its compliance with all necessary State and/or Federal requirements relative to work performed.

4.1.2 Submittal Deadline Exception: If The System is closed due to inclement weather and/or emergency situations on the designated Submittal Deadline, the Submittal Deadline will default to the next open business day at the same time.

4.1.3 Late or Unsigned Proposals: Late and/or unsigned proposals will not be considered under any circumstances. Person signing the proposal must have the authority to bind Proposer’s firm in a contract. The Proposer (not The System, the carrier, mail service/courier, or other party) is solely responsible for ensuring that the complete proposal is received in The Texas State University System’s Office prior to the specified opening date and time.

4.1.4 Right to Accept or Reject: The System reserves the right to accept or reject all or any part of any proposal, waive minor technicalities and award the proposal to best serve the interests of The System and the State of Texas.

4.1.5 Withdrawal: Any proposal may be withdrawn prior to the date and time set for receipt of proposals. Any proposal not so withdrawn shall constitute an irrevocable offer, for a period of 90 days, to provide the commodity or service set forth in the specifications, or until a selection has been made by The System.

4.1.6 Proposal Costs: Proposers electing to respond to this RFP are responsible for any and all costs of proposal preparation. The System is not liable for any costs incurred by a Proposer in response to this RFP.

4.1.7 Any proposal that fails to comply with the requirements contained in this RFP may be rejected by The System, at The System’s sole discretion.

4.2 SPECIFICATIONS

4.2.1 Brand Name Descriptive: Catalogs, brand names or manufacturer’s references indicate the type and quality required by The System. Proposals on brands of like nature and quality will not be considered unless otherwise stated in the RFP. If proposing other than brand referenced, proposal will show manufacturer, brand or trade name, and other description of product offered. If other than brand(s) specified is offered, illustrations and complete description of product offered are requested to be made part of the proposal.

4.2.2 New Items: Unless otherwise specified, items shall be new and unused and of current production.

4.2.3 Samples: Samples, when requested, must be furnished free of expense to the State. Each sample should be marked with the Proposer’s name, address, and RFP number. Do not enclose in or attach proposal to sample. All samples become the property of The System.

4.2.4 Oral Statements: The System will not be bound by any oral statement or representation contrary to the written specifications of the RFP.

4.2.5 Manufacturer’s Warranty: Manufacturer’s standard warranty shall apply unless otherwise stated in the RFP.

4.2.6 Warranty-Product: Proposer shall not limit or exclude any implied warranties and any attempt to do so shall render any potential contract voidable at the option of The System. Proposer warrants that the goods proposed and furnished will conform to the specifications, drawings, and descriptions listed in the RFP, and to the sample(s) furnished by Proposer, if any. In the event of a conflict between the specifications, drawings, and descriptions, the specifications shall govern.

4.3 NON-DISCLOSURE

No public disclosures or news releases pertaining to this RFP shall be made without prior written approval of The System.

4.4 CONFLICTS

In event of a conflict between standard proposal requirements and conditions and the attached description of the transaction, the description of the transaction shall govern.

4.5 PROPOSER AFFIRMATION

Submitting a proposal with a false statement is material breach of contract and shall void the submitted proposal or any resulting contracts, and the Proposer shall be removed from all proposal lists. By submitting a proposal, the Proposer herein affirms:

4.5.1 Vendor Ethics - Gratuities: As an agency of the State of Texas, The System holds the trust of the public. All Proposers and persons doing business with The System must provide the highest level of ethics and service in all business interactions. A Proposer shall not give, offer to give, nor intend to give at any time any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to an employee of The System that might reasonably appear to influence the employee in the discharge of official duties. The System may, by written notice to the Proposer, cancel any resulting contract without incurring liability if it determined that gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by the Proposer, or any agent or representative of the Proposer, to any officer or employee of The System or its Components with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making or any determinations with respect to the performing of such a contract. In the event any contract resulting from this RFP is cancelled by The System pursuant to this provision, The System shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Proposer in providing such gratuities.

4.5.2 If Proposer is a taxable entity as defined by Chapter 171, Texas Tax Code ("Chapter 171"), then Proposer certifies that it is not currently delinquent in the payment of any taxes due under Chapter 171, or that Proposer is exempt from the payment of those taxes, or that Proposer is an out –of–state taxable entity that is not subject to those taxes, whichever is applicable.

4.5.3 Neither the Proposer nor the firm, corporation, partnership, or institution represented by the Proposer, or anyone acting for such firm, corporation or institution has violated the antitrust laws of this State or the Federal Antitrust Laws nor communicated directly or indirectly the proposal made to any competitor or any other person engaged in such line of business.

4.5.4 Under Section 2155.004, Texas Government Code, a state agency may not accept a proposal or award a contract that includes proposed financial participation by a person who received compensation from the agency to participate in preparing the specifications or request for proposals on which the proposal or contract is based. By submitting a proposal in response to this RFP, Proposer certifies and affirms that: 1) Proposer has not received compensation for participation in the preparation of the specifications for this RFP; and 2) the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated, and payment withheld if this certification is inaccurate.

4.5.5 If applicable, pursuant to Texas Family Code, Title 5, Subtitle D, Section 231.006(d), regarding child support, the Proposer certifies that the individual or business entity named in this proposal is not ineligible to receive the specified payment and acknowledges that any contract resulting from this RFP may be terminated, and payment may be withheld if this certification is inaccurate. Furthermore, any proposer subject to Section 231.006 must include the names and Social Security numbers of each person with at least 25% ownership of the business entity submitting the proposal. If awarded this RFP, Proposer will provide this information to The System prior to contract execution.

4.5.6 Pursuant to Section 2155.004 Texas Government Code regarding collection of state and local sales and use taxes, the Proposer certifies that the individual or business entity named in this proposal is not ineligible to receive the specified contract and acknowledges that the contract may be terminated and/or payment withheld if this certification is inaccurate.

4.5.7 Proposer agrees that any payments due under any resulting contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas.

4.5.9 Proposer represents and warrants that Proposer’s provision of services or other performance under any contract resulting from this RFP will not constitute an actual or potential conflict of interest and represents and warrants that it will not reasonably create even the appearance of impropriety.

4.5.10 Proposer and any of its principals (including, but not limited to, an owner, proprietor, sole or majority shareholder, director, president, or managing partner) are not debarred, suspended, or otherwise excluded from doing business with The System.

4.5.11 Proposer certifies that if a Texas address is shown as the address of the Proposer on its proposal, Proposer qualifies as a Texas Bidder as defined in Section 2155.444(c) of the Texas Government Code.

Section 5 – General Description of the Transaction

5.1 EXCLUSIVE NEGOTIATIONS

The System intends to enter into an Exclusive Negotiating Agreement (ENA) with the highest-ranking Proposer. Under the ENA, the parties will proceed with further concept refinement, Project planning, and preliminary design and development activities as deemed reasonably necessary and appropriate by The System prior to entering into the Ground Lease and related agreements (the Definitive Agreements). Under the ENA, The System may authorize the Proposer to commence activities or provide services relating to the Project, including the following.

5.1.1 Project planning, programming, design, and engineering for each of the Research Facility and the Solar Farm. TXST will participate in the review and development of the preliminary design and programming of the Project.

5.1.2 Surveying, site due diligence, permitting, and economic and financial feasibility analysis.

5.1.3 The ENA will also identify the key terms for the Definitive Agreements, subject to the satisfaction of certain conditions required under the ENA.

5.2 GROUND LEASE

Execution of a Ground Lease and related Definitive Agreements will depend upon the outcome of the ENA activities and the parties' ability successfully negotiate mutually agreeable terms consistent with the Project Objectives and Project Benefits, and material terms contained in this RFP. The System expects the final terms of the Definitive Agreements to be fully consistent with this RFP and the material terms and considerations presented in the selected Proposal.

5.3 RESPONSIBILITIES OF THE DEVELOPER.

Under the Definitive Agreements, the Developer will have the following responsibilities:

5.3.1 Design: The Developer will be primarily responsible for the development of the design and engineering work for each of the Research Facility and the Solar Facility in accordance with the design criteria set forth in this RFP and as further refined in the Definitive Agreements. TXST will have the right to review and approve preliminary and final plans and specifications for each of the Research Facility and the Solar Farm for purposes of ensuring compliance with established design criteria and System rules, regulations and requirements applicable to the Project.

5.3.2 Permitting: The Developer will obtain all permits, licenses, approvals and / or variances required by city, county, state, or federal authorities to complete the Project.

5.3.3 Construction: The Developer will be solely responsible for the construction of the Research Facility and the Solar Farm at the Developer's sole cost and expense. TXST will have no responsibility for any costs of the Project and shall not be liable for any cost overruns or delay.

5.3.4 Operations: Under the Ground Lease, The System will grant the Developer the right to possess and occupy the Property for the sole purpose of operating and maintaining the completed Solar Farm. The Developer will agree under the Ground Lease to operate and maintain the Solar Farm in accordance with industry accepted operating standards applicable System rules and regulations, and all applicable legal requirements. for the duration of the operational lease.

5.3.5 Limitation on Liability and Indemnity: The Developer will agree to release and indemnify The System and TXST from any liability relating to its construction, operation, and maintenance of the Project, and the sale of electricity.

5.3.6 Restoration: The Developer will agree in the Ground Lease to clean and restore the Property to its original condition at the expiration or earlier termination of the Ground Lease.

5.4 GENERAL CRITERIA AND SPECIAL REQUIREMENTS

The work to be performed under the Definitive Agreements will generally fall under three components: (i) the relocation of Bobcat Blend, (ii) design and construction of the Research Facility, and (iii) design, construction, operation, and maintenance of the Solar Farm, including the R&D Array. TXST has prepared the following general criteria and special requirements applicable to each component as described below.

5.4.1 Relocation of Bobcat Blend: The Developer may be responsible for relocating the existing two hundred (200) cubic yards of compost piles, two (2) tool sheds and operating equipment associated with Bobcat Blend to Freeman Center (ref. APPENDIX TWO). All care must be taken in the relocation activity to minimize disruption to the Bobcat Blend and Freeman Center operations.

The Developer may retain a professional engineer to design a 2.5 acre +/- impermeable (i.e., bentonite clay) surface in accordance with TCEQ and Edwards Aquifer Association requirements and secure the proper permits from both entities and any others that may be applicable. It is expected the remainder of the facility would not require an impermeable surface but would require its runoff to be directed to a retention pond. The runoff retention pond may be designed by a professional engineer and constructed by the Developer in accordance with all TCEQ and Edwards Aquifer Authority requirements.

The Developer may complete all TCEQ plans / forms required for Project approval by TCEQ and the Edwards Aquifer Authority to complete Services including, but not limited to, a Water Pollution Abatement Plan (WPP; permanent stormwater plan) and Aboveground Storage Tank (AST) plan. More information can be found on the TCEQ website:

https://www.tceq.texas.gov/permitting/eapp/material.html

The Developer may be responsible for the following work at the Freeman Center in connection with the relocation of Bobcat Blend:

A. Construct an eight-foot tall “deer fence” around the perimeter of the approximate 5-acre site.

B. Connect to existing aerial electrical service and provide a new 200-amp 120V / 208V power distribution panel within the existing structure.

C. Provide a ¾-inch water service to the site. Note: Assume tie point connect is 500 LF away.

D. Provide four (4) concrete pads with three (3) foot pony walls on two sides of each concrete pad for mixing / blending of the compost material. Each concrete pad shall be a minimum of 35 sq. ft with 8-in reinforced concrete.

5.4.2 Design and Construction of the Research Facility: The Developer will be responsible for the design and construction of the Research Facility, consisting of (i) a 13,450 gross square-foot warm shell (i.e., to include basic amenities such as ceilings, lighting, plumbing, HVAC, etc.) building, (ii) an asphalt parking lot, (iii) road, utilities, and driveway access (for use by TXST and emergency response services), and (iv) interconnectivity to the R&D Array (discussed below). The design standards and requirements for the Research Facility are set forth in APPENDIX FOUR.

Upon substantial completion of the Research Facility, the Developer will transfer title of the completed improvements to TXST for its exclusive ownership and use for solar-related research activities. TXST prefers construction of the Research Facility to begin before Solar Farm construction begins. Upon transfer, TXST will occupy the completed Research Facility and be responsible for fit-out, operation, and maintenance of the building, parking lot, and road.

5.4.3 Design, Construction, and Operation of the Solar Farm; Access to the R&D Array: The Developer will be responsible for the design and construction of the Solar Farm, including the R&D Array.

The R&D Array will provide access to approximately 6MW of production capacity. The R&D Array will be maintained by the Developer as part of the overall Solar Farm but will be made available for access to TXST on a separate feeder for research and development purposes. It is estimated that this level of production capacity will require approximately fifteen (15) acres of Muller Farm (assuming 1MW for every 2.5 acres).

A. The Solar Farm will be located at Muller Farm and is expected to have a production capacity of approximately 64MW.

B. The Project must include both long-durability and short-durability energy storage technologies.

C. All solar panels in the array will have a warranty lifespan of at least twenty (20) years.

D. Contractor will own and maintain all equipment required to operate the solar array. Contractor will not be able to sell the array without preapproval from TXST.

E. The Project must interconnect at grid voltage level with the BEC system or LCRA system.

TXST will share its research projects and plans using R&D Array with the developer on a regular basis. TXST will create and maintain a change plan and schedule for new research equipment, process and change needed. TXST intends to use as little as possible of the power generated by the R&D Array and the Developer will retain full ownership of all remaining power generated from the R&D Array. TXST has established the following criteria for the design, operation and use of the R&D Array:

F. The Developer will provide TXST with 24/7/365 physical access to the R&D Array. TXST intends to make any necessary changes to the R&D Array during non-production times (i.e., between sunset and the following sunrise). Research activity may include temporary changes and outages that could affect energy production of the Solar farm. The Developer will not be compensated for loss in production during these temporary changes.

G. The panels in the R&D Array section of the Solar Farm must be the same technology or better as the panels dedicated for use by the Developer in the rest of the Solar Farm.

H. The Developer will provide TXST with the Solar Farm's real-time production, operations, and maintenance data for research activities for the duration of the land lease. Such data will be co-owned by TXST and will be used for research purposes.

I. The Developer will allow changes to the R&D Array including, but not limited to, adjustments to attitude and power regulation equipment without compensation for any loss of production.

J. TXST intends to use as little as possible of the power generated by the R&D Array. TXST expects to have a DC bus and AC bus that will benefit from the pass through of the energy to enhance the types of experiments and testing that TXST can perform. The Developer will ultimately be able to sell a majority of the energy generated by the R&D Array.

5.5 PROJECT DUE DILIGENCE AND ASSUMPTIONS

5.5.1 Zoning and Permitting. Under Texas law, land owned by The System is not subject to municipal zoning regulations. Additionally, all local permitting and building code requirements for improvements constructed on System-owned land are administered directly by The System. Accordingly, Respondents should assume that all Phases of the Project shall be exempt from applicable municipal or county land use codes and zoning regulations. However, to the extent that any component of the Project may be serviced by municipal utilities or emergency response services, local ordinances and regulations applicable to those services may apply.

5.5.2 Property Tax. under Texas law, because The System is a public agency, land owned by The System is not subject to ad valorem taxation only so long as it is used for public purposes of The System. However, private possessory interests such as the Ground Lease will be recognized by local taxing authorities as separate estates subject to tax. Accordingly, because the Solar Farm will be owned and operated by the Developer for its own commercial purposes, Proposers should assume that the Solar Farm will be subject to local property tax under Texas law. The Research Facility will be owned and maintained by TXST for educational and research purposes and will be exempt from property tax.

5.5.3 Sales and Use Tax. Under Section 151.311 of the Texas Tax Code, tangible personal property incorporated or used for the construction of a facility that is for the primary use and benefit of the State is exempt from state sales and use tax. Accordingly, Proposers should assume that all materials incorporated and used for the construction of the Research Facility will be exempt from State sales and use tax. However, because the Solar Farm will be owned and operated by the Developer for its own commercial purposes, Proposers should assume that materials incorporated and used for construction of the Solar Farm will be subject to State sales and use tax.

5.5.4 Diligence Reports. The System has caused the following due diligence reports relating to the Property to be prepared for purposes of the Project. The System makes no representations as to the accuracy or completeness of these reports.

A. Title for Muller Farm

B. Survey of Muller Farm (ref. APPENDIX THREE)

C. Phase One Environmental Study (ref. APPENDIX SIX)

Section 6 – Project Financials

Proposer shall provide all Project budget and proforma information as requested in response to this Section or any other part of this solicitation. Pricing information must be in United States Dollars and is considered all inclusive.

6.1 PROJECT BUDJECT

A. Development Budgets. Provide any indicative sources and uses of funds for delivery of the Project, including separate preliminary development budgets for the Research Facility and the Solar Farm, inclusive of hard costs, soft costs, financing costs, and contingency.

The development budget for the Solar Farm should separately list the solar and battery energy storage system (BESS) installed facility cost, and interconnection costs.