REQUEST FOR PROPOSAL

BY

THE CITY OF WATERBURY

DEPARTMENT OF EDUCATION

Design and Build Rooftop Solar Photovoltaic Systems at Five Schools

RFP# 8595

CT DAS Projects 151-0310PV, 151-0311PV, 151-0312PV, 151-0313PV, 151-0314PV

The City of Waterbury and the Waterbury Public Schools (collectively, the “City”), seek proposals from solar development companies (each a “Proposer”) to design and build a rooftop solar photovoltaic system (“System” or “Project”) at five school sites (“Site” or “Facility”). Each Proposer MUST be a Connecticut Department of Administrative Services (“CT DAS”) Prequalified Construction Contractor in the SOLAR ELECTRIC classification in order to be eligible to submit a proposal for this RFP.

A. Background and Intent

The Project involves the design and construction of turnkey, front-of-meter, Buy-All-Sell- All, rooftop solar photovoltaic systems on recently replaced or installed roof sections at five Waterbury Public Schools Sites: Wendell L. Cross Elementary School (151- 0310PV), M.M. Generali Elementary School (151-0311PV), Sprague Elementary School (151-0312PV), B.W. Tinker Elementary School (151-0313PV), and West Side Middle School (151-0314PV). The Systems will include a data acquisition system and a lobby-mounted kiosk to display real-time energy production for educational and public engagement purposes.

B. Qualifications

Eligible Proposers will be those contractors, consultants, businesses, and institutions that have the following qualifications:

1. Proposers must be properly licensed under the laws governing their respective trades and be able to obtain insurance required for the Work. Insurance in a form acceptable to the Owner, described herein, will be required of the successful Proposer.

2. Proposers must meet all current State of Connecticut Department of Administrative Services requirements under Connecticut General Statutes Sections 4a-100 and 4b-91, including but not limited to the requirement that

Proposers shall be Pre-Qualified and registered with the State of Connecticut Department of Administrative Services as a SOLAR ELECTRIC Contractor.

3. Each Proposer MUST be a Connecticut Department of Administrative Services (“CT DAS”) Prequalified Construction Contractor in the SOLAR ELECTRIC classification in order to be eligible to bid on this RFP. Information on how to apply to the CT DAS Construction Contractor Prequalification Program can be found at: https://portal.ct.gov/DAS/Procurement/PreQual/DAS-Construction- Contractor-Prequalification-Program. Note that it may take 60 or more days to receive a final determination on your Construction Contractor Prequalification application. Proposers interested in this RFP should obtain their CT DAS Construction Contractor Prequalification as soon as possible.

4. The Pre-Qualification must be in place at the time of bid submission and remain active and in good standing throughout the project.

5. Proof of Pre-Qualification as a SOLAR ELECTRIC Contractor, and the related “DAS Update (Bid) Statement” must be submitted with the bid, as required by Conn. Gen. Stat. Sections 4a-100 and 4b-91.

6. If a solar developer has partnered with a registered SOLAR ELECTRIC Contractor with the State of Connecticut Department of Administrative Services then this must be reflected in the Proposal. In this scenario, the registered SOLAR ELECTRIC Contractor will serve as the prime contract counterparty in the agreement with the District.

7. Proposers shall submit with the bid a list of three (3) successfully completed rooftop solar photovoltaic projects, with references and contact information, for projects of a similar scope and size completed within the last three (3) calendar years to be considered for award of the contract.

8. This Proposer Qualifications section shall include a company overview and relevant experience.

a. Highlight key personnel and subcontractors who will be assigned to this project.

b. Describe their respective experiences and skills with the development, engineering and installation of commercial and municipal projects.

c. Describe how this experience is relevant to the projects outlined in the RFP.

d. Highlight the relevant licenses and certifications held by these key personnel.

9. Experience and expertise in regard to providing the types of or similar services as those outlined in the Scope of Services in this RFP.

10. A Proposer with a proven track record in providing these types of or similar services for municipal governments.

11. Knowledge of federal and State laws and regulations; and utility interconnection requirements; and state clean energy incentives governing the services outlined in the scope of services.

C. Scope of Services

Design, engineering, and installation of rooftop solar photovoltaic systems & associated work at five Waterbury Public Schools: Wendell L. Cross Elementary School, M.M.

Generali Elementary School, Sprague Elementary School, B.W. Tinker Elementary School, and West Side Middle School. See Attachment H for the Connecticut Department of Administrative Services (CT DAS)-approved Project Manual.

D. Agreement Period

The agreement period for any contract or purchase order resulting from this RFP is anticipated to be 270 consecutive calendar days of the City’s written Notice to Proceed (“NTP”) for substantial completion of all work and services, and 365 consecutive calendar days of the City’s written NTP for Final Completion of all work and services, with the option for extension upon written agreement by both parties. In addition, the selected Proposer shall establish the “beginning of construction” of the Project according to the applicable Federal Internal Revenue Service guidance for purposes of safe harboring the Federal Investment Tax Credits for the Project on or before July 3, 2026.

E. Insurance

The respondent shall provide insurance as set for in Attachment D provided by insurers, satisfactory to the City and authorized to do business in the State of Connecticut, an “A-“ Best’s Rating and at least a Class V3 or better financial category as shown in the most current A.M. Best Company ratings.

F. General Information

1. The City is an Equal Opportunity and Affirmative Action employer and does not discriminate in its hiring, employment, or business practices. The City is committed to complying with the Americans with Disabilities Act of 1990 (ADA) and does not discriminate on the basis of disability, in admission to, access to, or operation of its programs, services, or activities.

2. There will be a non-mandatory Site Visit for prospective Proposers to view the conditions at the Sites, which will commence at 10:00 AM on Friday, October 31, 2025 in the order listed below:

Start Time Project Name Address

10:00 AM West Side 483 Chase Pkwy, Waterbury, CT 06708

B.W. Tinker 809 Highland Ave, Waterbury, CT 06708

Sprague 1443 Thomaston Ave, Waterbury, CT 06704

Wendell L. Cross 1255 Hamilton Ave, Waterbury, CT 06706

M.M. Generali 3196 E Main St, Waterbury, CT 06705

Prospective Proposers will be required to sign-in at commencement of the site visit. The estimated time at each stop is approximately 30 minutes, with 15 minutes travel time between stops. The sign-in sheet will be posted on the City Purchasing Department website. Copies will not be made available at the site visit, nor will they be faxed out.

3. Proposers must complete and sign the items and any forms included in Attachment A. (Contract Compliance Packet).

4. All questions and communications about this request for Proposal and submission requirements must be directed to the City of Waterbury ProcureWare website and must be received by 2:00 PM on Thursday, November 6, 2025.

Prospective Proposers must limit their contact regarding this RFP to the Purchasing Director or such other person otherwise designated by the Purchasing Director. Responses to questions submitted by the above date or identified at any Site Visit to be held in regard to this RFP, along with any changes or amendments to this RFP, will be available via the City of Waterbury ProcureWare website by 2:00 PM on Monday, November 10, 2025. It shall be the responsibility of the Proposer to download this information. If you have any procedural questions in this regard, please call the Purchasing Director at (203) 574-6748.

G. Management

Any contract or purchase order resulting from this RFP will be managed by the Waterbury Development Corporation.

H. Conditions

All those submitting proposals must be willing to adhere to the following conditions and must positively state this in the proposal:

1. All proposals in response to this RFP are to be the sole property of the City.

Proposers are encouraged not to include in their proposals any information which is proprietary. All materials associated with this procurement process are subject to the terms of state laws defining freedom of information and privacy and all rules, regulations and interpretations resulting from those laws.

2. Any product, whether acceptable or unacceptable, developed under a contract awarded as a result of the RFP is to be the sole property of the City.

3. The timing and sequence of events resulting from this RFP will ultimately be determined by the City.

4. The Proposer agrees that the proposal will remain valid for a period of 90 days after the closing date for the submission and may be extended beyond that time by mutual agreement.

5. The City may amend the terms or cancel this RFP any time prior to the execution of a contract or purchase order for these services if the City deems it to be necessary, appropriate or otherwise in the best interests of the City. Failure to acknowledge receipt of amendments, in accordance with the instructions contained in the amendments, may result in a proposal not being considered. At his option, the City’s Director of Purchasing may provide all Proposers with a limited opportunity to remedy any technical deficiencies identified by the City in their initial review of proposals.

6. The Proposer must certify that the personnel identified in its response to this RFP will be the persons actually assigned to the project. Any additions, deletions or changes in personnel from the proposal during the course of the agreement period must be approved by the City, with the exception of personnel who have terminated employment. Replacements for personnel who have terminated employment are subject to approval by the City. At its discretion, the City may require the removal and replacement of any of the Proposer's personnel who do not perform adequately, regardless of whether they were previously approved by the City.

7. All subcontractors hired by the Proposer awarded a contract or purchase order as a result of this RFP must have prior approval of the City prior to and during the agreement period.

8. Any costs and expenses incurred by Proposers in preparing or submitting proposals are the sole responsibility of the Proposer.

9. A Proposer must be prepared to present evidence of experience, ability, financial standing, and any other information deemed necessary by the City to satisfactorily meet the requirements set forth or implied in the proposal.

10. No additions or changes to the original proposal will be allowed after submittal, except as may be allowed by the City, at its option, in accordance with Section H.5. of this RFP. While changes are not permitted, clarification of proposals may be required by the City at the Proposer’s sole cost and expense. The final price and scope of services of any contract or purchase order resulting from this RFP may be negotiated with responsible Proposers.

11. The Proposer may be required to give presentations to the extent necessary to satisfy the City’s requirements or needs. In some cases, Proposers may have to give presentations or further explanation to any RFP selection committee established by the City.

12. The Proposer represents and warrants that the proposal is not made in connection with any other Proposer and is in all respects fair and without collusion or fraud. The Proposer further represents and warrants that it did not participate in any part of the RFP development process, had no knowledge of the specific contents of the RFP prior to its issuance, and that no agent, representative or employee of the City participated directly in the Proposer’s proposal preparation.

13. All responses to the RFP must conform to instruction. Failure to include any required signatures, provide the required number of copies, to meet deadlines, answer all questions, follow the requested format, or failure to comply with any other requirements of this RFP may be considered appropriate cause for rejection of the response.

14. The Proposer must accept the City’s standard agreement language, General Conditions, and Special Conditions. See Attachment B.

15. Any contract or purchase order resulting from this RFP process will represent the entire agreement between the Proposer and the City and will supersede all prior negotiations, representations or agreements, alleged or made, between the parties. The City shall assume no liability for payment of services under the terms of the contract or purchase order until the successful Proposer is notified that the contract or purchase order has been accepted and approved by the City. Any contract resulting from this RFP may be amended only by means of a written instrument signed by the Proposer and signed by the Mayor.

I. Proposal Requirements & Required Format

One original (clearly identified as such) and two (2) paper copies of the proposal, as well as a copy of the original proposal in pdf format on a CD or flash drive, must be received at the following address no later than 11:30 AM on Monday, November 17, 2025. Proposals received after that time shall not be considered.

Mr. Kevin McCaffery Director of Purchasing City of Waterbury

235 Grand Street Room 103

Waterbury, CT 06702

Proposals submitted must be bound, paginated, indexed and numbered consecutively.

Proposers shall complete Attachment C addressed to Mr. McCaffery, which, in part, includes a statement by the Proposer accepting all terms and conditions and requirements contained in the RFP, and which shall be signed by a duly authorized official of the organization submitting the proposal. Proposers shall also, as indicated in Attachment C, identify the name of a contact person, along with their telephone number, email address, if applicable, and address, who can be contacted for the purpose of clarifying the information contained in their response to this RFP. In addition to any other information required in Attachment C, Proposers shall provide their firm’s authorization and a request to any persons, firm, or corporation to furnish any information requested by the City of Waterbury in verification of the recitals included in its response to this RFP.

Proposals must set forth accurate and complete information for each of the items listed below. At the City’s discretion, failure to do so could result in disqualification.

1. Proposer Information: Please provide the following information:

a. Firm Name

b. Permanent main office address

c. Date firm organized.

d. Legal Form of ownership. If a corporation, indicate where incorporated.

e. How many years have you been engaged in services you provide under your present name?

f. Names, titles, reporting relationships, and background and experience of the principal members of your organization, including officers.

2. Experience, Expertise and Capabilities

a. Philosophy Statement and Business Focus. A statement of the Proposer’s philosophy and approach in undertaking the services of the nature outlined in the RFP, as well as a description of its primary business focus.

b. Summary of Relevant Experience. A listing of all projects that the Proposer has completed within the last three (3) years must be provided, as well as all projects of a similar nature to those included in the Scope of Services in this RFP. The following information shall be provided for each organization listed under this subsection:

• Organization name and the name, title, address and telephone number of a responsible contact person.

• Nature of services provided and dates services started and actually completed. Please indicate, for each assignment, if it was completed within the original contract timeframe and budget. If not, please explain.

• For each project done for a municipality or other government agency, please indicate the gross cost of the agreement.

Additionally, please list any contracts or purchase orders in the last three (3) years between the Proposer and any agency of the City of Waterbury.

c. Personnel Listing. A complete listing of the staff identified in the work plan by job classification, along with their resumes. Each resume shall include the individual’s qualifications and experience in the subject area.

d. Conflict of Interest. Disclose any current (within the last 3 years) business, financial, personal or other types of relationships which may pose a conflict of interest.

3. Statement of Qualifications and Work Plan

a. Qualifications. Please describe your firm’s qualifications, experience and capabilities as they pertain to each of the areas of qualifications listed, as well as those of the personnel to be assigned to this project. Please submit the Contractor Qualification Statement in Attachment G.

b. Work Plan. Please describe the approach that would be generally followed in undertaking the Scope of Services in Section C above.

c. Services Expected of the City. Identify the nature and scope of the services that would be generally required of the City in undertaking these projects.

4. Cost Schedule. Proposals shall include a single price for work to be performed in accordance with this RFP, inclusive of all personnel and non-personnel expenses as per Attachment E. This price should encompass the entire Scope of Services in this RFP. The City reserves the right to negotiate costs, scope of services, and key personnel based on provider proposals. In order for the City to evaluate the proposed cost, Proposers must include for each element in the Work Plan outlined in Section I.3.b. above, the staff, hours, hourly rates and the total cost.

Include details generally associated with non-personnel costs as an additional cost section.

Since the City may desire to consider the Proposer’s experience, qualifications, statement of work, and other aspects of the RFP prior to the Cost Proposal, the Cost Proposal shall sealed in a separate envelope marked “Confidential: Cost Proposal”.

Note: The City is exempt from the payment of excise, transportation and sales taxes imposed by the Federal Government and/or the State. Such taxes must not be included in prices.

5. Information Regarding: Failure to Complete Work, Default and Litigation.

Please respond to the following questions:

a. Have you ever failed to complete any work awarded to you? If so, where and why?

b. Have you ever defaulted on a contract? If so, where and why?

c. Is there any pending litigation which could affect your organization’s ability to perform this agreement? If so, please describe.

d. Has your firm ever had a contract terminated for cause within the past five years? If yes, provide details.

e. Has your firm been named in a lawsuit related to errors and omissions within the past five years? If yes, provide details.

f. During the past seven years, has your firm ever filed for protection under the Federal bankruptcy laws? If yes, provide details.

g. Are there any other factors or information that could affect your firm’s ability to provide the services being sought about which the City should be aware?

6. Exceptions and Alternatives. Proposers wishing to take any exceptions to any requirement in the RFP shall state and explain such exceptions. The City may accept proposals which take exception to any requirements in this RFP, or which offer any alternative to a requirement herein, as well as consider such exceptions and alternatives in evaluating responses. Any exception or alternative must be clearly delineated and cannot materially affect the substance of this Request for Proposals.

7. Required Elements from the Project Manual. The Proposer should also submit the required documents described in Part 3 of the Project Manual, in Attachment H.

8. Additional Data. Any additional information which the Proposer wishes to bring to the attention of the City that is relevant to this RFP.

J. Evaluation of Proposals; Selection Process

1. Evaluation Criteria

The following criteria are expected to be among those utilized in the selection process. They are presented as a guide for the Proposer in understanding the City's requirements and expectations for this project and are not necessarily all inclusive or presented in order of importance.

a. Proposed statement of work. Emphasis will be on grasp of the issues involved, soundness of approach and the quality of the overall proposal.

b. Proposed cost schedule.

c. Experience, expertise, and capabilities of the Proposer. Background, qualifications, and previous experience of personnel to be assigned to the project and their demonstrated competence, experience and expertise in the type of work to be performed. The type of experience, expertise, capabilities, and qualifications desired are outlined in Section B. - Qualifications of this RFP. The City may contact one or more of the organization references listed in Section I.2.b. of this RFP as part of assessing the experience, expertise and capabilities of the Proposers or those selected as the finalist(s).

d. Time, Project and Cost Schedule. Emphasis will be on the Proposer’s record with completing tasks and producing the necessary products within required time frames and within budget.

e. Criteria found in the Project Manual. Additionally, the Proposal will be reviewed according to the Selection Criteria enumerated in the Project Manual Part 4.1, in Attachment H.

2. Selection Process

The City of Waterbury may elect to have the proposals evaluated by a committee as part of making a selection. If deemed necessary, the City reserves the right to arrange for interviews/oral presentations as part of the selection process, which invitations for interviews may involve a short-listing of the proposals received.

K. Rights Reserved To The City

The City reserves the right to award in part, to reject any and all proposals in whole or in part for misrepresentation or if the Proposer is in default of any prior City contract, or if the proposal limits or modifies any of the terms and conditions and/or specifications of the RFP. The City also reserves the right to waive technical defects, irregularities and omissions if, in its judgment, the best interest of the City will be served.

L. Federal, State and Local Employment Requirements

Contractors, if applicable, shall be obligated to fully comply with the attached Hiring of Waterbury Residents on Certain Publicly-Funded Construction Projects, i.e. City of Waterbury Ordinances Chapter 34 (“Good Jobs Ordinance“), Federal Davis- Bacon Act, Federal American Recovery and Reinvestment Act of 2009, and the Housing and Urban Development Section 3 Clause, all as further specified in the attached City of Waterbury Contract form. Also attached hereto, is a full copy of the aforesaid City of Waterbury Ordinance, commonly referred to as the “Good Jobs Ordinance“.

M. State Set-Aside Requirements

The contractor who is selected to perform this municipal public works project, funded in whole or part by the State, must comply with CONN. GEN. STAT. §§ 4a-60, 4a-60a, 4a- 60g, and 46a-68b through 46a-68f, inclusive, as amended by June 2015 Special

Session Public Act 15-5. An Affirmative Action Plan must be filed with and approved by the Commission on Human Rights and Opportunities prior to the commencement of construction.

State law requires a minimum of twenty-five (25%) percent of the state-funded portion of the contract for award to subcontractors holding current certification from the Connecticut Department of Administrative Services (“DAS”) under the provisions of CONN. GEN. STAT. § 4a-60g, as amended. (25% of the work with DAS certified Small and Minority owned businesses and 25% of that work with DAS certified Minority, Women and/or Disabled owned businesses.) The contractor must demonstrate good faith effort to meet the 25% set-aside goals.

For municipal public works contracts, the contractor must file a written or electronic non-discrimination certification with the Commission on Human Rights and Opportunities.

Forms can be found at http://www.ct.gov/opm/cwp/view.asp?a=2982&q=390928&opmNav_GID=1806 .

N. CT-DAS Contractor Prequalification Requirements

Proposers shall submit with their Proposals their DAS Contractor Prequalification Certificate in the SOLAR ELECTRIC classification along with a current Updated Bid/Proposal Statement. In addition, any named Subcontractor whose subcontract value is equal to or greater than $500,000 shall hold a current DAS Contractor Prequalification Certificate in the closest applicable Classification of the work that the Subcontractor will complete in the contract. The Proposer must submit with their proposal, all applicable Subcontractor DAS Prequalification certificates. Any Proposal submitted without a copy of the DAS Prequalification Certificate and an Updated Bid/Proposal Statement for the proposal and DAS Prequalification Certificates for Subcontractors whose subcontract value is equal to or greater than $500,000 shall be invalid.

The Successful Proposer and each of its Subcontractors having subcontracts in value equal to or greater than $500,000 shall maintain and keep current their respective DAS Contractor Prequalification Certificates at all times during the term of the Contract and any warranty period set forth in the Contract Documents.

O. Bid Bond

Each Proposal submitted shall be accompanied by a Proposal Security (a Certified Check or Bid Bond) in the amount of ten (10) percent of the Total Proposal Price. See Attachment F for a sample Bid Bond / Proposal Security.

http://www.ct.gov/opm/cwp/view.asp?a=2982&q=390928&opmNav_GID=1806

P. Performance/Payment Bonds

The Proposer to whom a contract is offered, must furnish to the City, if that contract has a total cost greater than $50,000.00, a 100 percent (100%) Performance Bond with a surety, and in a form, acceptable to the City. In the City's sole discretion, it may also require a 100 percent (100%) Payment Bond and/or other additional security with a surety, and in a form, acceptable to the City.

List of Attachments to RFP #8595

Attachment A City Contract Compliance Documents

Attachment B Draft Contract, Special Conditions, and General Conditions

Attachment C Addendum Certification/Notice of Acceptance

Attachment D Required Insurance

Attachment E Summary Cost Proposal Form

Attachment F Sample Bid Bond / Proposal Security

Attachment G Contractor Qualification Statement

Attachment H DAS-approved Project Manual

Attachment A Documents

• ANNUAL STATEMENT OF FINANCIAL INTEREST

• DEBARMENT CERTIFICATION

• CITY OF WATERBURY DISCLOSURE OF OUTSTANDING

OBLIGATIONS

Attachment B Documents

• SAMPLE CONTRACT

• CITY SPECIAL CONDITIONS

• CITY GENERAL CONDITIONS

• SAMPLE CORPORATE RESOLUTION

• SAMPLE LLC RESOLUTION

CONSTRUCTION CONTRACT

for

DESIGN AND BUILD ROOFTOP SOLAR PHOTOVOLTAIC SYSTEMS

AT FIVE SCHOOLS

between The City of Waterbury, Connecticut and

THIS AGREEMENT, effective on the date signed by the Mayor, is by and between the CITY OF WATERBURY, (the “City”), located at City Hall, 235 Grand Street, Waterbury, Connecticut 06702 and _____________________________, (the “Contractor”), located at ____________________________, a State of _________ duly registered Domestic Corporation (the City and the Contractor jointly referred to as the “Parties” to this Agreement).

WHEREAS, the City’s purchases under the Agreement will be funded by state grant monies received by the City through the State of Connecticut, Department of Administrative Services (“DAS”), Office of Grants Administration (“OGA”); and

WHEREAS, the Contractor submitted a proposal to the City in response to Request for

Proposal (“RFP”) Number 8595 for DESIGN AND BUILD ROOFTOP SOLAR PHOTOVOLTAIC SYSTEMS AT FIVE SCHOOLS, at five properties owned by the City and located at 1255 Hamilton Avenue (Wendell L. Cross Elementary School), 3196 East Main Street (M.M. Generali Elementary School), 1443 Thomaston Avenue (Sprague Elementary School), 809 Highland Avenue (B.W. Tinker Elementary School), and 483 Chase Parkway (West Side Middle School).

WHEREAS, the City accepted the Contractor’s proposal for RFP Number 8595; and

WHEREAS, the City desires to obtain the Contractor’s services for DESIGN AND

BUILD ROOFTOP SOLAR PHOTOVOLTAIC SYSTEMS AT FIVE SCHOOLS pursuant to the terms, conditions and provisions set forth in this Agreement (the “Project”).

NOW THEREFORE, THE PARTIES AGREE AND COVENANT AS FOLLOWS:

1. Scope of Services. The Contractor shall furnish all of the labor, services, equipment, materials, supplies, transportation, and incidentals necessary to complete the Project as specified in this Agreement (also referred to herein as “Contract”) and such shall be completed in a satisfactory manner, as reasonably determined by the City. All labor, services, equipment, materials, supplies, transportation, and incidentals shall comply with (i) any and all applicable local, state and federal laws, statutes, ordinances, rules and regulations, including without limitation all notice requirements thereunder, and (ii) generally accepted professional standards.

1.1. The Project consists of DESIGN AND BUILD ROOFTOP SOLAR

PHOTOVOLTAIC SYSTEMS AT FIVE SCHOOLS, at five properties owned by the City and located at 1255 Hamilton Avenue (Wendell L. Cross Elementary School), 3196 East Main Street (M.M. Generali Elementary School), 1443 Thomaston Avenue (Sprague Elementary School), 809 Highland Avenue (B.W. Tinker Elementary School), and 483 Chase Parkway (West Side Middle School) (collectively the “Premises” or “Sites”) as detailed and described in Attachment A (the “Proposal Documents”) that is hereby made a material provision of this Contract. Attachment A shall consist of the following, which are attached hereto, are acknowledged by the Contractor as having been received, or otherwise hereby incorporated by reference as noted below, and all are made a part hereof:

1.1.1 RFP Number 8595 and all the attachments thereto (acknowledged by the Contractor as having been received and incorporated by reference);

1.1.2 RFP Number 8595 Addendum #1, dated ____ and consisting of ____ pages (acknowledged by the Contractor as having been received and incorporated by reference);

1.1.3 Contractor’s Response to RFP Number 8595, dated _______ and consisting of ____ pages (attached hereto);

1.1.4 Annual Statement of Financial Interests; Disclosure and Affidavit Re:

Outstanding Obligations to the City; Debarment Certification; Corporate Resolution, Non-Collusive Affidavit and Acknowledgement of Receipt of “Ethics and Conflicts of Interest Code” (incorporated by reference);

1.1.5 Certificates of Insurance (attached hereto);

1.1.6 Performance Bond and Payment Bond (if applicable) (attached hereto);

1.1.7 Special Conditions consisting of 17 pages (attached hereto);

1.1.8 General Conditions consisting of 42 pages (attached hereto);

1.1.9 State Wage Rate Documentation (attached hereto);

1.1.10 Any and all amendment(s) and Change Orders issued by the City after execution of Contract (incorporated by reference);

1.1.11 All applicable Federal, State and local statutes, regulations, charter and ordinances (incorporated by reference); and

1.1.12 All permits (including, but not limited to, City of Waterbury Building permit(s)) and licenses (incorporated by reference).

1.2. The entirety of Attachment A together with this executed instrument are together deemed the Contract Documents (collectively referred to as the “Contract Documents”).

City’s record copy of the Contract Documents shall control and shall be effective and binding on the Contractor. In the event that any provision in the Contract Documents conflict with any other provision therein, the provision in the component part of the Contract Document first enumerated below shall govern over any other component part which follows it numerically.

1.2.1 Federal laws and regulations

1.2.2 State, and local laws, regulations, charter and ordinances

1.2.3 Contract Amendment(s) and Change Orders

1.2.4 Contract

1.2.5 RFP Number 8595 and all the attachments thereto

1.2.6 Contractor’s Response to RFP Number 8595

1.2.7 Special Conditions

1.2.8 General Conditions

2. Representations Regarding Qualification and Accreditation. The Contractor represents that its employees are licensed to perform the scope of work set forth in this Contract. The Contractor further represents that its employees have the requisite skill, expertise and knowledge necessary to perform the scope of work required under the terms of this Contract, including any supplementary work and that City relies upon these representations.

2.1. Representations regarding Personnel. The Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the City or any designated representative of the City, unless use of City employees or of personnel having a contractual relationship with the City is approved in writing. As set forth above, all the services required hereunder shall be performed by the Contractor or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state or local law to perform such services.

2.2. Representations regarding Qualifications. The Contractor hereby represents that, to the extent required by Federal, State and Local statutes, regulations, codes, ordinances, and policies, that the Contractor and/or its employees be licensed, certified, registered, or otherwise qualified, the Contractor and all employees providing services under this Contract, are in full compliance with those statutes, regulations and ordinances. Upon City request, the Contractor shall provide to City a copy of the Contractor’s licenses, certifications, registrations, etc.

3. Responsibilities of the Contractor. The Contractor agrees to properly implement the services required in the manner herein provided. The Contractor shall, in addition to any other responsibilities set forth in this Contract and the Schedules and Attachments hereto, perform the following coincident with the performance of this Contract:

3.1. Due Diligence Obligation. The Contractor acknowledges its responsibilities to examine and to be thoroughly familiar with the City’s proposal documents, including, but not limited to the plans, specifications, drawings and any addenda thereto. The Contractor hereby warrants and represents that prior to the submission of its proposal it reviewed or was afforded opportunity, by the City and/or its designated representatives, to review all physical items, facilities, services or functions essential to the satisfactory performance of the services required (“Due Diligence”) and thereby certifies that all such items facilities, services and functions are included in this Contract and thereby warrants that:

3.1.1 it conducted or had opportunity to conduct all Due Diligence prior to the submission of its proposal and, accordingly, any additional costs, services or products resulting from the failure of the Contractor to complete Due Diligence prior to submission of its proposal shall be borne by the Contractor. Furthermore, the Contractor had the opportunity during the proposal process to ask questions it saw fit and to review the responses from by the City and/or its designated representatives;

3.1.2 its failure or omission to make investigation and verification of data shall, in no way, be cause for future claim of ignorance of such data or conditions nor shall such failure to investigate and verify be the basis for any claim whatsoever, monetary or otherwise;

3.1.3 it is solely responsible for resolving any issues resulting from failure to conduct Due Diligence and it shall assume any and all resulting costs incurred during the Project, including but not limited to, adherence to specifications and pricing for the Project;

3.1.4 it was responsible for specifying any changes and disclosing any associated new costs prior to submittal of its proposal. In the event the Contractor failed to disclose any such new cost prior to the submittal of its proposal, or any additional cost otherwise required, during the performance of its services, the Contractor hereby covenants that it shall remain solely responsible for, and shall absorb, those non-disclosed costs, including but not limited to those associated with modification or delay;

3.1.5 it has familiarized itself with the nature and extent of the Contract Documents, the Project, locality, and with all local conditions and Federal, State and local laws, ordinances, rules and regulations that in any manner may affect cost, progress or performance of the Project;

3.1.6 it has given the City and/or its designated representatives written notice of any conflict, error or discrepancy that the Contractor discovered in the Proposal Documents;

3.1.7 it agrees that the Proposal Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the Project;

3.1.8 it has studied carefully all reports of investigations and tests of conditions at the site or otherwise affecting cost, progress or performance of the Scope of Services which were utilized in the preparation of the plans and specifications;

3.1.9 it has made or caused to be made examinations, investigations, measurements and tests and studies of any applicable reports and related data as it deems necessary for ensuring performance of the Scope of Services at the Contract Price within the Contract Time and in accordance with the other terms and conditions of the Contract; and certifies no additional examinations, investigations, tests, reports or similar data are or will be required by Contractor for such purposes;

and

3.1.10 The Contractor shall not take advantage of any obvious error or apparent discrepancy in the Contract. Notice of any error or discrepancy discovered shall be given immediately in writing to the City, who shall make such corrections and interpretations as it may deem necessary for the completion of the Project in a satisfactory and acceptable manner.

3.2. Safety. Contractor shall perform all work in a safe manner in full compliance with local, state and federal health and safety regulations. Contractor shall immediately correct any dangerous condition caused by or resulting from its work. Failure to correct, or to act diligently to correct, any condition which the City and/or its designated representatives reasonably believes to be a hazard to persons or property, then immediately upon oral or written notice to any supervisory or similar personnel of Contractor, the City and/or its designated representatives may, but shall not be required to, correct the same at Contractor’s expense. The City and/or its designated representatives shall confirm in writing any oral notice given within five (5) business days thereafter.

3.3. Storage. In the event the Project site has insufficient, inadequate, and/or improper storage space, it shall be the responsibility of the Contractor to secure, provide and maintain at the Contractor’s sole cost and expense (i) adequate off-site storage space for equipment, materials, incidentals, etc., and (ii) all associated delivery and transportation services. In either event, the Contractor shall assume full responsibility for equipment, materials, incidentals, etc. until both title and risk of loss pass to the City pursuant to Section 8 of this Contract.

3.4. Working Hours. To the extent the Contractor is required to be on City property to render its services hereunder, the Contractor shall coordinate its schedule so that work on and at the Project site is performed during the hours of 7:00 a.m. and 6:00 p.m. Monday through Friday and 9:00 a.m. to 6:00 p.m. on Saturday, Sunday and legal holidays unless more exactly specified elsewhere in this Contract or Attachment A or unless prior written permission is obtained from the City and/or its designated representatives to work during other times. This provision shall not excuse the Contractor from timely performance under the Contract.

3.4.1 To the extent the Contractor is required to be on City property to render its services hereunder during the school day, the Contractor shall coordinate its schedule so that work on and at the Project site is performed during normal school business hours from 7:30 am to 3:00 pm Monday to Friday.

3.5. Cleaning Up and Restoration Work. The Contractor shall at all times keep the Project site free from accumulation of waste materials or rubbish caused by Contractor’s employees or subcontractors, and at the completion of the work shall remove all rubbish from and about the Project and all tools, scaffolding and surplus materials and shall leave the Project site “broom clean” or its equivalent, unless more exactly specified. In case of dispute, City and/or its designated representatives may remove the rubbish and charge the cost to the Contractor.

3.5.1 A dumpster must remain on Site during the duration of the project, and shall be emptied at the end of each week (on Friday). Upon completion of the Project the dumpster and all other remnants of construction shall be removed from the Site.

3.5.2 At the end of each workday the Site must be left clean, tidy and secure.

Materials shall be stored in such a manner that they are protected from damage.

3.6. Publicity. Contractor agrees not to deliberately disclose the fact that the City has entered into or terminated this Contract or disclose any of the terms of the Contract or use the City’s name in connection with any publicity, unless the City gives prior written consent to such use of the City’s name in each instance.

3.7. Standard of Performance. All labor, materials, supplies, components, equipment, reports, plans, specifications, drawings, deliverables, incidentals, etc., required to be furnished or delivered under this Contract shall conform in all respects with the requirements set forth in this Contract and shall meet or exceed those standards generally recognized in the Contractor’s craft and trade in the State of Connecticut. Specified manufacturer and/or brand name substitution desired by the Contractor shall be made only with the prior written consent of an authorized representative of the City.

3.7.1 All solar modules, racking systems, inverters, monitoring and other equipment shall be new with acceptable warranties that meet industry standards for Tier 1 equipment and are UL Listed. The major system components should come from the approved vendors listed in Tabe 3 of the Project Manual, and the minimum product warranties for these system components should comply with the warranty terms in Table 4 of the Project Manual.

3.8. Contractor’s Employees and Subcontractors. The Contractor shall at all times enforce strict discipline and good order among its employees, subcontractors, and its subcontractor’s employees and shall not employ on the work any unfit person or anyone not skilled in the work assigned. The Contractor shall not, without the prior written approval of the City’s Using Agency, substitute, terminate, replace or otherwise remove any Contractor employee expressly named, identified or required in this Contract.

3.8.1 Background checks. All personnel of the Contractor, including those of their subcontractors, are subject to a background check at the expense of the Contractor. The Contractor and any subcontractors must submit their licenses to the City for the background check.

3.9. Subsurface/Unknown Site Conditions. If Project site conditions are encountered which are (i) subsurface or otherwise concealed physical conditions or other conditions which differ materially from those indicated in the Contract Documents, or (ii) unknown conditions of an unusual nature which differ materially from those ordinarily found to exist and generally recognized as inherent or common in construction activities of the character provided for in this Contract, then prompt notice by the observing party shall be given to the other party to this Contract before Project site conditions may be disturbed. The Contractor shall thereafter wait for written instructions from the City before proceeding with regard to such conditions.

3.10. Surveys. All surveys required under this Contract shall be performed by a State of Connecticut duly licensed land surveyor. Unless expressly stated to the contrary in Section 1 of this Contract and Attachment A, the Contractor shall perform all layout work, all field measurements and all construction staking required, necessary or prudent for the satisfactory prosecution of the Contractor’s obligations under this Contract.

3.11. Permits and Licenses. Unless expressly stated to the contrary in Section 1 of this Contract and Attachment A, the Contractor shall secure and obtain all permits and all licenses required, or necessary, or prudent for the performance of the Contractor’s obligations under this Contract, and for the City’s occupancy, use, and operation of the Premises.

3.12. Manufacturer’s Directions. Where it is required in this Contract that materials, products, processes, equipment or the like be installed or applied in accord with manufacturer’s directions, specifications or instructions, it shall be construed to mean that the said application or installation by the Contractor shall be in strict accord with printed instructions furnished by the manufacturer of the material concerned for use under conditions similar to those at the Project site. One (1) copy of such instructions shall be furnished to the City.

3.13. Roof Warranties. The Contractor shall perform work in such a manner to ensure the roof warranty and/or the roofing contractor’s workmanship warranties (where applicable) are not impacted. The Contractor is responsible for securing an overburden waiver from the roofing manufacturer, including but not limited to any required inspections, fees, documentation, and coordination with the roofing manufacturer, and the roofing contractor.

3.13.1 Slip sheets or a sacrificial layer of roof membrane must be installed under any and all points of contact with the existing roof and the solar equipment, including but not limited to racking components, conduit support blocks, inverter and panelboard mounting structures. The slip sheet must meet the manufacturer, membrane type, and thickness specifications of the existing roofing membrane.

3.14. System Design. The Contractor shall design a front-of-the-meter, Buy-All-Sell-All solar photovoltaic installation that will interconnect to an existing utility-owned transformer at each Site. The Contractor shall develop a fully engineered System for each Site that is in compliance with all applicable building and electrical codes, zoning regulations, industry best practices and utility interconnection requirements. All construction documents must be signed and sealed by professional engineers registered with the State of Connecticut. Each System must have a minimum anticipated useful life of 20 years, and each System shall generate electrical power for the entirety of the minimum lifetime.

3.14.1 The Contractor shall reference Exhibit 4 of the Project Manual; which are representative site plans depicting usable roof areas; however, the Contractor is not required to match the exact footprint of the module layout depicted in these representative site plans.

3.14.2 The City has obtained Eversource Non-residential Renewable Energy Solutions (“NRES”) Program incentives for each of the five school solar projects.

The NRES Program information is summarized in Table 2 in the Project Manual.

In order to develop a system size, the Contractor shall consider the NRES size, available roof space, contingent approval, production modeling and structural capacity. High resolution drone imagery of each school is available in Exhibit 5 of the Project Manual for use in system design.

3.14.3 The Contractor’s final system designs and installation must comply with the electrical specifications in Exhibit 6 of the Project Manual.

3.14.4 The Contractor, through a Connecticut licensed professional engineer, shall perform a structural assessment of each project site’s rooftop in order to confirm that the existing roof structure has an available load capacity suitable for supporting a standard ballasted and/or attached photovoltaic (PV) racking system. The engineered racking system must be designed to secure the modules and withstand wind uplift, in accordance with applicable codes and industry standards, and according to the specifications in Part 2.7 of the Project Manual.

i. If the Contractor chooses to load and stage materials on the roof during construction they must engage with a Connecticut licensed professional structural engineer to prepare a loading plan. Such a plan must identify acceptable locations for staging materials, the allowable weight and setback requirements between staging areas. All materials staged on the roof must remain properly secured at all times. The Contractor shall field coordinate roof staging areas to ensure materials will not interfere with work of other tradespeople.

3.15. Electrical interconnection. All five Sites will participate in the CT NRES Buy- All, Sell-All incentive program, with each PV System operating front-of-the-meter through a newly installed dedicated service. The Contractor must be familiar with all applicable interconnection requirements, solar interconnection guidelines, and NRES program rules.

The Contractor is fully…