Simsbury Solar RFP 1.0.pdf

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Attached to
Amity Middle School Bethany Fire Pump Replacement
Solicitation number
Amity 2025-4
Issued by
Connecticut

About this file

This is a Request for Proposals (RFP) document issued by Simsbury Public Schools in Connecticut for the design, financing, construction, and operation of rooftop solar photovoltaic (PV) installations at two school facilities: Latimer Lane Elementary School and Simsbury High School. The project requires respondents to provide a complete turnkey solar solution through a Power Purchase Agreement (PPA), including all planning, engineering, labor, materials, installation, commissioning, warranties, and maintenance services. The installations must include rooftop solar panels, inverters, monitoring equipment, and all necessary grid interconnection and permitting. Respondents must submit sealed proposals by 1:00 PM on November 25, 2025, with a mandatory walkthrough and RFP review meeting scheduled for 10:30 AM on November 10, 2025. Vendor selection is anticipated on or before December 2, 2025, with rooftop installations beginning on or after June 22, 2026, and final completion required by August 14, 2026. The proposed agreement includes a 20-year initial term with an option for one additional 5-year term. Work may not occur during regular school hours, and respondents must coordinate with existing roofing warranties and obtain necessary structural engineering certification.

The PPA pricing structure requires respondents to specify the cost per kilowatt-hour for electricity delivered to the schools, with options for either fixed-rate or 1% annual escalation pricing over the contract term. Simsbury Public Schools are exempt from federal excise taxes and Connecticut sales taxes, which must not be included in bid prices. All proposals must remain effective until December 2, 2025, and selected vendor pricing must remain in effect through project completion. Respondents must demonstrate minimum qualifications including completion of at least five similar solar projects within the past ten years and provide valid Connecticut contractor construction licenses for commercial solar PV systems. Insurance requirements include comprehensive general liability coverage of $1,000,000 per occurrence and $2,000,000 aggregate, automobile liability coverage of $1,000,000, and workers' compensation coverage of $1,000,000. All proposals must include equipment specifications, system design schematics, estimated annual production capacity, project experience documentation, a detailed timetable, completion of required forms including buyout options, and three project references. The project is unaffiliated with other construction activities and does not require prevailing wage, with the school system retaining the right to reject any and all proposals.

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Text version

Simsbury Public Schools

Request For Proposals

District Solar Energy Partnership

November 5, 2025

RFP Version 1.0

1 Public Notice 2 Instructions

2.1 Objective

2.2 General

2.3 Respondent Qualifications

2.4 Exclusive Right of Assignment

2.5 Contract Award

2.6 Sales Tax

2.7 Time limit for proposal

2.8 Force Majeure

2.9 Contract Implementation

2.10 Completion Requirements

3 Project Specifications

3.1 Labor

3.2 Project Requirements

4 Proposal Deliverables

4.1 Proposal Requirements

4.2 Verification

4.3 Insurance

5 Appendix

5.1 Addendum

5.2 Approximate coverage area

5.3 School Roof Information

5.4 School Energy Usage

5.5 PPA Pricing and Equipment Specification Form

5.6 Buy-Out Options

5.7 Bidder’s Qualifications Statement

5.8 PPA Agreement Template

1 Public Notice

REQUEST FOR PROPOSALS

SIMSBURY PUBLIC SCHOOLS

SIMSBURY, CT

District Solar Energy Partnership

Sealed proposals are invited by the Town of Simsbury Board of Education for the construction and operation of rooftop solar installations, at Latimer Lane

Elementary School and Simsbury High School. Respondents must be prepared to complete the work at both schools by August 14, 2026 and will be required to provide a Power Purchase Agreement (PPA) specifying the details of the arrangement. Proposals will be received until 1:00 PM on Tuesday, November

25, 2025 at the Board of Education Offices, Simsbury Town Hall, 933 Hopmeadow

Street, Simsbury, CT 06070 at which time they will be publicly opened and read.

Proposals received late will not be opened. The Request For Proposal document may be obtained by email request to Carol Mitchell, Business Office

Coordinator, at cmitchell@simsburyschools.net. An RFP review meeting and building walk-thru will be held at 10:30 AM on Monday, November 10, 2025, starting at Latimer Lane Elementary School, 33 Mountain View Dr, Weatogue CT, followed by a walk-thru at Simsbury High School, 34 Farms Village Rd, Simsbury, CT 06070. Simsbury Public Schools reserves the right to reject any and all proposals or to waive any defect, irregularities or informalities in the proposal process.

Jason Casey, Director of Infrastructure & Technology

Simsbury Public Schools

2 Instructions

2.1 Objective

Simsbury Public Schools is soliciting proposals from qualified contractors to design, finance, build, own, operate, and maintain a rooftop solar installation on both Latimer Lane Elementary

School, and Simsbury High School to reduce the carbon emissions and energy costs at those schools. The proposal must provide for rooftop solar photovoltaics (PV) services through a

Power Purchase Agreement (PPA). Simsbury Public Schools will purchase electricity produced by the PV systems through the PPA.

The scope of this project is all-inclusive and includes planning, engineering, labor, materials, delivery, installation and commissioning, as well as all warranties and maintenance. This includes all structural and utility modifications that are required. The respondent shall include in its proposal all elements necessary for a turnkey project including rebate applications, incentive programs, grid connection agreements, all permits and approvals from governing agencies and all labor, taxes, services and equipment. The contractor shall apply for and obtain all necessary permits required by all regulatory agencies including federal, state, and local jurisdictions. All required fees shall be the responsibility of the applicant. This project, if successful, is intended to be the first step into a larger partnership that will potentially expand over time to include solar projects at all the schools within the Simsbury public school district.

2.2 General

All respondents must submit their written proposals by 1:00 p.m., November 25, 2025.

An original signed proposal along with an electronic PDF copy on a USB flash drive, both contained in a sealed envelope should be submitted to:

Jason Casey, Director of Infrastructure & Technology

Simsbury Public Schools

933 Hopmeadow Street.

Simsbury, CT 06070

Telephone 860-651-3365

Facsimile 860-651-4343

The outside of the envelope containing the proposal should be labeled “RFP District Solar

Energy Partnership.”

A walkthrough will be held at 10:30a.m., November 10, 2025 originating from the front lobby of

Latimer Lane Elementary School at 33 Mountain View Dr. Weatogue CT

A public bid opening will be held at 1:00 p.m., November 25, 2025 at the Simsbury BOE offices located at 933 Hopmeadow St. Prices are not publicized at proposal openings. At the opening, compliant respondents are assured that properly submitted proposals will be evaluated. Proposals will be reviewed by the administration of Simsbury Public Schools.

2.3 Respondent Qualifications

Respondents are encouraged to submit qualifications and a company profile in addition to proposals. Simsbury Public Schools may make such investigation as deemed necessary to determine the ability of the respondent to discharge their contract pursuant to this solicitation.

Simsbury Public Schools reserves the right to reject any proposal, or any portion thereof if the respondent fails to convince the school district’s administration that it is properly qualified by experience, or has adequate resources to carry out the obligation of the contract and to completely satisfy the work called for herein.

2.4 Exclusive Right of Assignment

Neither contractor nor Simsbury Public Schools shall sell, transfer, assign, or otherwise dispose of the contract or any portion thereof, or of his right, title, or interest therein, or obligations there-under, without the written consent of the other party.

2.5 Contract Award

Simsbury Public Schools reserves the right to reject any and all proposals, and to waive any informality in the proposal process to serve the best interests of the school district. Simsbury

Public Schools may elect to award a contract on the basis of price, perceived or actual performance, reliability, or serviceability, or a combination of these or other criteria. Simsbury

Public Schools may also decide not to award a contract if it is deemed to be in the interest of the school system. Technical evaluation, contractor selection, and award of a contract are solely at the discretion of Simsbury Public Schools. Proposal withdrawal may be made only with the consent of Simsbury Public Schools. Vendor selection is anticipated on or before December 2, 2025.

2.6 Sales Tax

Simsbury Public Schools are exempt from the payment of Federal Excise Taxes and the State of

Connecticut Sales Tax and such taxes must not be included in the Bid prices.

2.7 Time limit for proposal

All proposals must remain in effect until December 2, 2025 to allow for the complete evaluation of all proposals. The selected vendor’s pricing must remain in effect through the duration of the project.

2.8 Force Majeure

In the event of any avoidable cause beyond the control of the parties, whether natural or man-made, which renders the performance of this contract impossible, the contract shall be terminated. Such occurrences shall include, without limitation, death of the contractor (in the event the contractor is sole proprietor), destruction of all, or a major portion of the contractor’s equipment, legal order by a court of competent jurisdiction or referendum barring performance of the contract, war, famine, flood, plague, pestilence or act of God. Any amounts due to either party by the other as the result of actions taken pursuant to the contract prior to the occurrence which renders performance impossible shall be paid, but no further sums shall be due from either party to the other, by way of damages for termination of the contract.

2.9 Contract Implementation

The contractor must agree to begin service and installation in accordance with the contract documents within 10 days of the contract signing or on such other date as may be mutually agreed upon, the latest of the said date being referred to herein as the “agreed upon date”.

Contractor must agree to execute a Power Purchase Agreement.

Simsbury Public Schools RFP Schedule

Milestone Date

RFP Presented November 5, 2025

Walkthrough (Starting at Latimer Lane) November 10, 2025 10:30am

Proposals Due November 25, 2025 1PM BOE

Contract Execution December 2025

Rooftop Installations Start date On or after June 22, 2026

Final Completion On or before August 14, 2026

2.10 Completion Requirements

Final review for acceptance will be done by the Simsbury Public Schools Director of

Infrastructure & Technology or his agent, verifying completion of work in compliance with the design specifications. All work found not in conformance with the intent of the contract shall be repaired promptly at no additional charge.

3 Project Specifications

3.1 Labor

▪ No work on the roof, or inside classrooms or hallways may take place during regular school hours.

▪ Roof work should not occur until the conclusion of the regular school year which is currently anticipated on or about 6/22/26

▪ Staff and students will be occupying some areas of the building throughout the summer. Therefore, work sites must be adequately cordoned off from building egress points at that time.

▪ This project is unaffiliated with any other construction project that may be taking place in the Simsbury school district and does not require use of prevailing wage.

3.2 Project Requirements

▪ Provide cost effective, efficient, environmentally-friendly electricity, via a rooftop solar power system to Simsbury High School through the execution of a Power Purchase

Agreement to meet the objective outlined in section 2.1 of this RFP.

▪ Provide this solar power for a 20 year term, or until another mutually agreed upon date.

▪ Provide all management and maintenace of the system for the duration of the agreement

▪ Dismantle, move, and then restore components of the solar system upon request for any rooftop maintenance activity. Examples include, but are not limited to roof leak repair and HVAC system maintenance.

▪ Acknowledge that any roof penetrations or alterations at this site may only be performed by a representative(s) of the company authorized, within the roof warranty, to make roof alterations. It shall be the contractor’s responsibility to coordinate with and compensate the roofing company for any such work required for the solar installation and/or maintenance.

▪ All proposed roof mounted solar panels, tracks and anchoring equipment shall not exceed five (5) pounds per square foot.

▪ Provide stamped certification by a licenced professional structural engineer that the roof has sufficient capacity for the proposed solar array, prior to construction.

▪ Provide a ballasted design with the least amount of roof penetrations.

▪ Provide a monitoring device, mounted in the school’s electrical distribution room, that will display the current, daily and monthly power generation of the array.

▪ All equipment shall be UL listed. All installations shall comply with current local government approved building and electrical codes. Guaranteed minimum output from the system shall be eighty-five percent (85%) of the expected performance output from the system.

▪ Provide the decomissioning, dismantling, and removal of all components of the system at the conclusion or termination of the agreement

▪ Return the site’s power distribution capability back to its original functionality prior to the solar system’s installation, at the conclusion or termination of the agreement

4 Proposal Deliverables

4.1 Proposal Requirements

▪ A draft Power Purchase Agreement which includes:

o the price in $U.S. per kWh to be paid by Simsbury Public Schools for the purchase of the output o a 20-year term with options to extend and with available buyout options o no up-front fees in connection with the installation of the project o any anticipated escalation adjustments o any anticipated fees and charges associated with management, and maintenance o a maintenance obligation statement containing outage resolution information related to scheduled maintenance and non-force majeure incidents o clear notation of any deviation from the included PPA template included as appendix 5.8

▪ An estimate of the system’s annual power generation capacity

▪ A company profile which includes how long the company has been performing this type of work

▪ Copies of all applicable valid and pertinent State of Connecticut contractor construction licenses for the installation of commercial solar PV systems

▪ A description of related project experience, especially with other schools, over the last 5 years. Include the client’s name, a brief summary of the work, and role of key staff in each project

▪ A description of the company’s ability to respond quickly, efficiently and cost effectively to service calls so the photovoltaic systems are operating at optimum output.

▪ A description of how their proposed solution will meet each of the project requirements listed in section 3.2 of this document. The respondent is encouraged to elaborate and improve on the tasks listed in the RFP; however, no requested scope tasks shall be deleted without clearly noting this in the submission

▪ A schematic design of the solar PV system, including PV model type and model no., wattage, number of modules, year 1 production, degradation percentage, inverter type and model, mounting system type, azimuth, tilt, system size AC and DC, and the impact on time demand-related charges on the School’s utility bills and daily demand charges (peak demand and time tariff). Details about the estimated kWh generated by the proposed PV systems including all necessary assumptions, for example sun light availability, dark time, maintenance down time, efficiency of the system purposes, efficiency losses, net metering, etc.

▪ A basic rendering of the final installation showing the layout of the panels on the roof.

▪ A timetable for job completion, itemized by task, within the guidelines listed in section

2.9 of this document.

▪ Completion of the following forms:

o Appendix 5.5 – PPA Pricing and Equipment Specification Form o Appendix 5.6 – Buy-Out Options o Appendix 5.7 – Bidder’s Qualifications Statement o Appendix 5.7 – Non-Collusion Affidavit of Bidder o Appendix 5.7 – TOS Code of Ethics Acknowledgement Form o Appendix 5.7 – Equal Opportunity Statement

4.2 Verification

▪ Proof of all licensing/certification necessary for performing the work described in the proposal must be provided to Simsbury Public Schools prior to the agreed upon start date.

▪ Three (3) references, including current contact name and phone number for similar projects.

4.3 Insurance

• The CONTRACTOR must carry insurance under which the Town of Simsbury, Board of

Education and all of the foregoing’s officers, agents, servants and employees are named as additional insured, as follows:

The CONTRACTOR shall procure and maintain insurance and endorse applicable insurance policies (Comprehensive General Liability and Automobile Liability) WITH

THE SIMSBURY BOARD OF EDUCATION AND THE TOWN OF SIMSBURY

NAMED AS ADDITIONAL INSURED against claims for injuries or losses to persons of property that are alleged to have arisen in connection with activities of the

CONTRACTOR and any agents, representatives, subcontractors or employees. Insurance companies must be licensed by the State of Connecticut or otherwise acceptable to the

Owner. The cost of such insurance, including required endorsements or amendments, shall be the sole responsibility of the CONTRACTOR. Full disclosure of any non-standard exclusion is required for all required coverage.

1. Comprehensive General Liability coverage, written on an occurrence basis:

$1,000,000 per occurrence; $2,000,000 aggregate.

2. Automobile Liability coverage; including coverage for owned, hired or non-owned autos; $1,000,000 per accident-combined single limit (C.S.L.)

3. Workers’ Compensation coverage (as per Connecticut law and custom) and

Employer’s Liability coverage: $1,000,000.

Properly executed certificates, with proof of the endorsement through the policy’s

Declarations Page, signifying adequate coverage in effect for the duration of the Contract with renewal certificates issued not less than 30 days prior to expiration of a policy period, must be submitted with the bid on file with the Owner prior to commencement of this project.

5 Appendix

5.1 Addendum

5.2 Approximate coverage area

5.3 School Roof Information

5.4 School Energy Usage

5.5 PPA Pricing and Equipment Specification Form

5.6 Buy-Out Options

5.7 Bidder Qualifications Statement

Non-Collusion Affidavit of Bidder

TOS Code of Ethics Acknowledgement Form

Equal Opportunity Statement

5.1 Addendum

5.2 Approximate coverage area

Simsbury High School - Approximately 90,000 Sqft

Latimer Lane Elementary School – Approximately 70,000 Sqft

*General locations of five 4” conduit stub-ups to main electrical room available for this project are shown below.

5.3 School Roof Information

The onsite viewing of architectural drawings, prior to proposal submission, is available by request by contacting Kyle Loveland, Supervisor of Maintenance kloveland@simsburyschools.net

Simsbury High School roof information:

Roof Area Name: A1, B1, C2, D1, D2, and G1 System & Spec: EPDM – SE9A

Deck Information

Deck Type & Thickness: Gypsum; 0 inch

Deck Slope (inch / foot): 1/4

Materials Left in Place:

Insulation Layer 1

Insulation: ENRGY 3, 1.0 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Insulation Layer 2

Insulation: Tapered ENRGY 3 (4x4 boards) 1/4 in per ft slope

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Cover Board

Cover Board: ProtectoR HD, 0.5 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc

Corner (Zone 3): 4 in oc Bead Spacing using 3/4 inch bead

Membrane

Membrane: JM EPDM 90 NR seamed with 6” JM EPDM Seam Tape

Attachment: Adhered JM LVOC Membrane Adhesive

(TPO & EPDM)

Flashings

Flashing Materials:

JM EPDM 90 NR adhered using JM LVOC Membrane Adhesive (TPO

& EPDM)

mailto:kloveland@simsburyschools.net

Roof Area Name: B2 System & Spec: EPDM – SE9A

Deck Information

Deck Type & Thickness: Steel Deck; 22ga Acoustical

Deck Slope (inch / foot): 1/4

Materials Left in Place:

Insulation Layer 1

Insulation: ENRGY 3, 1.4 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): Along every top deck flute Perimeter (Zone 2): Along every top deck flute Corner (Zone 3): Along every top deck flute

Bead Spacing using 3/4 inch bead

Insulation Layer 2

Insulation: Tapered ENRGY 3 (4x4 boards) 1/4 in per ft slope

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Cover Board

Cover Board: ProtectoR HD, 0.5 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc

Corner (Zone 3): 4 in oc Bead Spacing using 3/4 inch bead

Membrane

Membrane: JM EPDM 90 NR seamed with 6" JM EPDM Seam Tape

Attachment: Adhered JM LVOC Membrane Adhesive

(TPO & EPDM)

Flashings

Flashing Materials:

JM EPDM 90 NR adhered using JM LVOC Membrane Adhesive (TPO

Roof Area Name: F2 System & Spec: EPDM – SE9A

Deck Information

Deck Type & Thickness: Gypsum; 0 inch

Deck Slope (inch / foot): 1/4

Materials Left in Place:

Insulation Layer 1

Insulation: ENRGY 3, 2.0 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Insulation Layer 2

Insulation: Tapered ENRGY 3 (4x4 boards) 1/4 in per ft slope

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Cover Board

Cover Board: ProtectoR HD, 0.5 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc

Corner (Zone 3): 4 in oc Bead Spacing using 3/4 inch bead

Membrane

Flashings

Flashing Materials:

JM EPDM 90 NR adhered using JM LVOC Membrane Adhesive (TPO

& EPDM)

Membrane: JM EPDM 90 NR seamed with 6" JM EPDM Seam Tape

Attachment: Adhered JM LVOC Membrane Adhesive

(TPO & EPDM)

Roof Area Name: G3 System & Spec: EPDM – SE9A

Deck Information

Deck Type & Thickness: Gypsum; 0 inch

Deck Slope (inch / foot): 1/4

Materials Left in Place:

Insulation Layer 1

Insulation: ENRGY 3, 3.0 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Insulation Layer 2

Insulation: Tapered ENRGY 3 (4x4 boards) 1/4 in per ft slope

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Cover Board

Cover Board: ProtectoR HD, 0.5 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc

Bead Spacing using 3/4 inch bead

Corner (Zone 3): 4 in oc

Membrane

Flashings

Flashing Materials:

JM EPDM 90 NR adhered using JM LVOC Membrane Adhesive (TPO

& EPDM)

Membrane: JM EPDM 90 NR seamed with 6" JM EPDM Seam Tape

Attachment: Adhered

Roof Area Name: G2, H System & Spec: EPDM – SE9A

Deck Information

Deck Type & Thickness: Gypsum; 0 inch

Deck Slope (inch / foot): 1/4

Materials Left in Place:

Insulation Layer 1

Insulation: Tapered ENRGY 3 (4x4 boards) 1/4 in per ft slope

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Cover Board

Cover Board: ProtectoR HD, 0.5 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc

Corner (Zone 3): 4 in oc Bead Spacing using 3/4 inch bead

Membrane

Flashings

Flashing Materials:

JM EPDM 90 NR adhered using JM LVOC Membrane Adhesive (TPO

& EPDM)

Membrane: JM EPDM 90 NR seamed with 6" JM EPDM Seam Tape

Attachment: Adhered

Roof Area Name: E System & Spec: EPDM – SE9A

Deck Information

Insulation Layer 1

Insulation: Tapered ENRGY 3 (4x4 boards) 1/4 in per ft slope

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Cover Board

Cover Board: ProtectoR HD, 0.5 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc

Corner (Zone 3): 4 in oc Bead Spacing using 3/4 inch bead

Membrane

Flashings

Flashing Materials:

JM EPDM 90 NR adhered using JM LVOC Membrane Adhesive (TPO

& EPDM)

Deck Type & Thickness: Both Concrete and Gypsum Deck

Deck Slope (inch / foot): 0

Materials Left in Place:

Membrane: JM EPDM 90 NR seamed with 6" JM EPDM Seam Tape

Attachment: Adhered

Roof Area Name: C3 System & Spec: EPDM – SE9A

Deck Information

Deck Type & Thickness: Concrete Deck; 0 inch

Deck Slope (inch / foot): 0

Materials Left in Place:

Insulation Layer 1

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Insulation Layer 2

Insulation: Tapered ENRGY 3 (4x4 boards) 1/4 in per ft slope

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Cover Board

Cover Board: ProtectoR HD, 0.5 inch (4x4 boards)

Attachment: Ribbon Adhered

Membrane

Membrane: JM EPDM 90 NR seamed with 6" JM EPDM Seam Tape

Attachment: Adhered JM LVOC Membrane Adhesive

(TPO & EPDM)

Flashings

Flashing Materials:

Insulation: ENRGY 3, 2.6 inch (4x4 boards)

Attachment: Ribbon Adhered

Roof Area Name: C1, F1 System & Spec: EPDM – SE9A

Deck Information

Deck Type & Thickness: Gypsum; 0 inch

Deck Slope (inch / foot): 1/4

Materials Left in Place:

Insulation Layer 1

Insulation: ENRGY 3, 1.2 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Insulation Layer 2

Insulation: Tapered ENRGY 3 (4x4 boards) 1/4 in per ft slope

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Cover Board

Cover Board: ProtectoR HD, 0.5 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc

Corner (Zone 3): 4 in oc Bead Spacing using 3/4 inch bead

Membrane

Flashings

Flashing Materials:

JM EPDM 90 NR adhered using JM LVOC Membrane Adhesive (TPO

& EPDM)

Membrane: JM EPDM 90 NR seamed with 6" JM EPDM Seam Tape

Attachment: Adhered

Roof Area Name: Canopy System & Spec: EPDM – SE9A

Deck Information

Deck Type & Thickness: Steel, 20ga minimum

Deck Slope (inch / foot): 1/4

Materials Left in Place:

Insulation Layer 1

Insulation: ENRGY 3, 1.0 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): Along every top deck flute Perimeter (Zone 2): Along every top deck flute Corner (Zone 3): Along every top deck flute

Bead Spacing using 3/4 inch bead

Insulation Layer 2

Insulation: Tapered ENRGY 3 (4x4 boards) 1/4 in per ft slope

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc Corner (Zone 3): 4 in oc

Bead Spacing using 3/4 inch bead

Cover Board

Cover Board: ProtectoR HD, 0.5 inch (4x4 boards)

Attachment: Ribbon Adhered JM Two-Part Urethane Insulation

Adhesive (UIA)

Attachment Pattern:

Field (Zone 1): 12 in oc Perimeter (Zone 2): 6 in oc

Corner (Zone 3): 4 in oc Bead Spacing using 3/4 inch bead

Membrane

Membrane: JM EPDM 90 NR seamed with 6” JM EPDM Seam Tape

Attachment: Adhered JM LVOC Membrane Adhesive

(TPO & EPDM)

Flashings

Flashing Materials:

Latimer Lane Elementary School roof information:

5.4 School Energy Usage

Simsbury High School energy use and 3 Eversource bills.

Month Kwh

Jul-24 223679

Aug-24 201918

Sep-24 199991

Oct-24 167932

Nov-24 176556

Dec-24 196905

Jan-25 219040

Feb-25 210019

Mar-25 201716

Apr-25 172330

May-25 195614

Jun-25 197172

Jul-25 224121

Aug-25 195378

Sep-25 188475

Latimer Lane Elementary School energy use and 3 Eversource bills.

*Note: The issues related to the forwarded balance of $35,820.23 on the Latimer Lane

Eversource bills have been resolved.

Month Kwh

Jul-24 39360

Aug-24 54720

Sep-24 96000

Oct-24 67200

Nov-24 63360

Dec-24 112320

Jan-25 165120

Feb-25 149760

Mar-25 85440

Apr-25 73920

May-25 56640

Jun-25 67200

Jul-25 82560

Aug-25 70080

Sep-25 72000

5.5 PPA Pricing and Equipment Specification Form

Project Size (kW DC):

System Price ($ per watt DC):

1% Escalator Option Fixed PPA Option

$ kWh 1 % Escalator $ kWh % Escalator

Year Expected Production (kWh)

PPA

Rate

(kWh)

Expected Payment

Year Expected Production (kWh)

PPA

Rate

(kWh)

Expected Payment

1 1 2 2 3 3 4 4 5 5 6 6 7 7 8 8 9 9

10 10

11 11 12 12 13 13 14 14 15 15 16 16 17 17 18 18 19 19 20 20

Equipment Specifications:

Photovoltaic Module:

Manufacturer:

Model:

Quantity:

Inverter:

Type:

Manufacturer:

Model:

Racking System:

Manufacturer:

Material (Aluminum/Steel):

Monitoring Equipment (if any)

Manufacturer:

Item Cost($) Cost/Watt DC ($)

PV Modules:

Inverter:

Racking System:

Monitoring Equipment:

Balance of System:

Construction Labor:

Engineering:

Permitting:

Operation & Maintenance (20 yrs.)

Other Costs and Expenses:

Total:

5.6 Buy-Out Options

Project Size (kW DC):

Please complete the table below specifying the amount to purchase the installed solar PV system from the Provider. The purchase will be a complete transfer of ownership to the school district.

All information regarding the solar PV project must be provided upon purchase. The buy-out will constitute a termination of the PPA, and as such, the buy-out price will be inclusive of all liquidated damages of an early termination. The Proposer will not claim any additional amount for any reason in connection with an early termination of the PPA. Please provide a dollar value for each year.

1% Escalator Option Fixed PPA Option

Year Termination

Amount (kWh)

Termination Amount per kW DC ($/wDC)

Total Termination

Value ($) Year

Termination Amount (kWh)

Termination Amount per kW DC ($/wDC)

Total Termination

Value ($)

1 1

2 2

3 3

4 4

5 5

6 6

7 7

8 8

9 9

10 10

11 11

12 12

13 13

14 14

15 15

16 16

17 17

18 18

19 19

20 20

5.7 Bidder’s Qualifications Statement

The BIDDER shall answer all of the following questions, as part of the Bid, so that the OWNER can judge the BIDDER's ability, experience and facilities for performing the proposed work.

1. Name of BIDDER: __________________________________________________________

2. Bidder's Tax Identification Number: ____________________________________________

3. What year was company organized/formed? ______________________________________

4. How many years has the BIDDER been engaged in business under the present firm or trade name? ____________________________________________________________________

5. What is the general character or type of work you perform? __________________________

6. Has a claim ever been brought in court or to arbitration against the BIDDER for failure to complete any contracted work or default on a contract? _____________________________

If yes, explain with whom and why: _____________________________________________

7. For other similar projects you have under contract at the present time: Attach list with description of work; the name of the client/owner with telephone number; and the approximate value of the work to be performed.

NOTE: The BIDDER is required to have completed a minimum of five (5) similar projects as a demonstration of competency and experience for the project proposed herein. Such projects are to be listed below.

8. Attach a list of all projects that your present organization has completed within the past ten years or is presently working on, including name of project, owner and name and telephone number of the owner’s representative. Indicate here how many additional pages attached:

____pages.

9. Attach a list of the names, addresses and the background/experience of all principal or key members of the BIDDERS organization, including its officers:

Indicate the number of pages attached: ________pages

10. The BIDDER agrees to furnish the OWNER with a detailed financial statement.

NOTE: Other relevant information may be requested to properly evaluate the qualifications of the BIDDER.

NON-COLLUSION AFFIDAVIT OF BIDDER

State of ________________________________, County of _____________________, being first duly sworn, disposes and says that:

1. He is the owner, officer, representative or agent of: _________________________________ the BIDDER that has submitted the attached BID;

2. The attached BID is genuine; it is not a collusive or sham BID.

3. He is fully informed respecting the preparation, and contents of, and knowledgeable of all pertinent circumstances respecting the attached BID.

4. Neither BIDDER nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including this affiant, has in any way colluded, conspired, connived, or agreed, directly or indirectly, with any other bidder, firm or person to submit a collusive or sham BID in connection with the AGREEMENT for which the attached BID has been submitted or to refrain from bidding in connection with any contract, or has in any manner, directly or indirectly, sought by agreement, collusion, communication or conference with any other bidder, firm or person to fix the price or prices in the attached BID or of any other bidder, or to fix any overhead, profit or cost element of the BID prices or the bid price of any other bidder, or to secure through collusion, conspiracy, connivance or unlawful agreement any advantage against the Town of Simsbury or any other person interested in the proposed

AGREEMENT.

5. The price(s) quoted in the attached BID are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the BIDDER or any of its agents, representatives, owners, employees, or parties in interest, including this affiant; and

6. That no elected or appointed official or other officer or employee of the Town of Simsbury, who is directly or indirectly interested in this BID, or in the supplies, materials, equipment, work or labor to which it relates, or in any of the profits thereof.

(Signed)_______________________

(Name of Bidder)

Subscribed and sworn to before me this

________day of_____________, 20__

Title

My Commission expires _________, 20__

TOWN OF SIMSBURY

Acknowledgement Form and

Charter Section 1103

Code of the Town of Simsbury

ACKNOWLEDGEMENT FORM

I have read Section 1103 of the Charter of the Town of Simsbury, the Code of Ethics Ordinance, and the Guidelines issued thereunder. I understand my responsibilities as a Contractor retained by the Town of Simsbury, and I am in compliance with the Charter and the Code of Ethics. I have indicated in the space below any areas of conflict should they arise in matters before our board, commission, agency or department, and I agree to report any future conflicts under the provisions of Section 1103 of the Charter.

Areas of Exception

CONFLICTS OF INTEREST

SECTION 1103

CONFLICTS OF INTEREST. It is hereby declared to be the policy of the Town that any elected or appointed officer, any member of any board or commission or any employee of the Town who has a financial interest, direct or indirect, in any contract, transaction or decision of any officer or agent of the

Town or any board or commission, shall disclose that interest to the Board of Selectmen, which shall record such disclosure upon the official record of its meetings. Such disclosure of a financial interest, direct or indirect, in any contract, transaction or decision of any officer or agent of the town or of any board or commission shall disqualify such elected or appointed official or such member of a board of commission or such town employee from participation in the awarding, assignment or discussion of said contract, transaction or decision. Violation by any such official, board or commission member or employee of the provisions of this section shall be grounds for his/her removal.

Signature

Name (Please Print)

Date

A copy of the Town Code is available from the Office of the Town Clerk or is available on line at http://www.simsbury-ct.gov/sites/simsburyct/files/file/file/towncode_1.pdf http://www.simsbury-ct.gov/sites/simsburyct/files/file/file/towncode_1.pdf

STATEMENT OF BIDDERS COMPLIANCE WITH

EQUAL EMPLOYMENT OPPORTUNITY LAW AND

REGULATION INCLUDING EXECUTIVE ORDER NO. 3

This statement must be completed by the Bidder and shall accompany his bid for this project.

IT IS HEREBY CERTIFIED THAT:

NAME OF BIDDER:

BUSINESS ADDRESS:

To the extent required by law, the Bidder has complied on past Contracts and will fully comply on this project with all applicable laws and regulation regarding equal employment opportunities for minorities and women, and;

Has has not previously performed work under the conditions of the Governor’s

Executive Order No. 3 of the State of Connecticut, or any preceding similar Executive Order with regards to Non-Discrimination.

Signature

Subscribed and sworn to before me this

________day of_____________, 20__

My Commission expires _________, 20__

IMPORTANT: THIS STATEMENT MUST BE SUBMITTED WITH BID

END OF SECTION

CONFIDENTIAL AND PROPRIETARY

Execution Version

Solar Power Purchase Agreement

This Solar Power Purchase Agreement (this “Agreement”) is entered into by the parties listed below (each a “Party” and collectively the “Parties”) as of the date signed by Seller below (the “Effective Date”).

Purchaser Town of Simsbury Seller

Name and Address

Name and Address

Phone Phone

Fax Fax

E-mail E-mail

Premises Ownership

Town of Simsbury Additional Seller Information

This Agreement sets forth the terms and conditions between Purchaser and Seller related to energy and other services provided by Seller’s solar photovoltaic generating system (and associated equipment) described in Exhibit 3 (the “System”), and installed at that certain property located at 34 Farms Village Rd, Simsbury, CT 06070 as further described in Exhibit 3 (the “Premises”).

The exhibits listed below are incorporated by reference and made part of this Agreement.

Exhibit 1 Basic Terms and Conditions Exhibit 2 General Terms and Conditions Exhibit 3 System and Premises Description Exhibit 4 Energy Rate Schedule Exhibit 5 Credit Support Schedule Exhibit 6 RESERVED Exhibit 7 Form of Memorandum of Agreement Exhibit 8 Form of Subordination, Non-Disturbance, and Attornment Agreement

Purchaser

Signature:

Printed Name:

Title:

Date:

Seller

Signature:

Printed Name:

Title:

Date:

5.8 PPA Agreement Template

mailto:

Exhibit 1 Basic Terms and Conditions

1. Initial Term: Twenty (20) years, beginning on the Commercial Operation Date (as defined below) (the “Initial Term”).

2. Additional Term: One (1) additional term of five (5) years, upon mutual agreement of the Parties within the ninety (90) day period preceding the expiration of the Initial Term, commencing upon the end of the Initial Term (the “Additional Term”).

3. Conditions Satisfaction Date:

4. Environmental Attributes; Environmental Incentives: All Environmental Attributes, including any Renewable Energy Credits associated with the System, will accrue to the benefit of Seller during the Term. All Environmental Incentives associated with the System will accrue to the benefit of Seller during the Term.

5. Tax Attributes: All such tax incentives, attributes and benefits, including the federal Investment Tax Credit, will accrue to the benefit of Seller.

6. Energy Rate:

Commencing on the Commercial Operation Date and for the duration of the Initial Term, Purchaser shall pay to Seller on a monthly basis an amount equal to $__ for each kilowatt hour (“kWh”) of electricity delivered by the System to the Delivery Point.

If the Parties opt to exercise the Additional Term, the price for each kWh of electricity will be set at a price to be agreed upon by the Parties.

7. Purchaser Options to Purchase System: As set forth in Section 16.b of Exhibit 2, Purchaser may purchase the System on the tenth (10th) and fifteenth (15th) anniversary of the Commercial Operation Date, as well as at the end of the Initial Term.

8. Energy Rate Exclusions: Unless Seller and Purchaser have agreed otherwise in writing, and except as otherwise provided in this Agreement, the Energy Rate excludes the following:

a. Hazardous materials or artifact removal and containment;

b. Upgrades or repairs to the Premises;

c. Fifty percent (50%) of the costs attributable to upgrades or repairs to the on-site electrical infrastructure in excess of the

Permitting Cost Threshold (as defined in Exhibit 2);

d. Decorative fencing and/or any visual screening materials, decorative enhancements to solar support structures

(including: painting, paint matching, masonry/stone work, and any lighting not required to meet the minimum code compliance);

e. Removal of existing lighting, light poles, or concrete light post bases from the Premises;

f. Roof membrane maintenance or reroofing work;

g. Structural upgrades to the Premises, including ADA upgrades;

h. Installation of public information screen or kiosk (including accompanying internet connection, power supply, technical support and ADA access); and

i. Changes in System design caused by any inaccuracy or ambiguity in information provided by Purchaser, including information regarding Purchaser’s energy use and the Premises, including building plans and specifications;

Exhibit 2 Solar Power Purchase Agreement General Terms and Conditions

1. Definitions and Interpretation. Unless otherwise defined or required by the context in which any term appears: (a) the singular includes the plural and vice versa; (b) the words “herein,” “hereof” and “hereunder” refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; (c) references to any agreement, document or instrument mean such agreement, document or instrument as amended, modified, supplemented or replaced from time to time; (d) the words “include,” “includes” and “including” mean include, includes and including “without limitation;” and (e) the word “person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm, or other entity, or a Governmental Authority. The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. The following definitions shall apply to this Agreement:

“ACH” shall have the meaning assigned to such term in Section 4.b.

“Additional Term” shall have the meaning assigned to such term in Section 1 of Exhibit 1.

“Affiliate” means with respect to any entity, such entity’s general partner or manager, employee, or any other entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such entity. For purposes of this definition, “control” (including, with its correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any such person or entity, means the possession, directly or indirectly, of the power to director or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities or by contract or otherwise.

“Agreement” shall have the meaning assigned to such term in the cover page of the Agreement.

“Applicable Law” means, any constitutional provision, law (including Environmental Laws), statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, holding, injunction, registration, permit, authorization, or regulation of any Governmental Authority having jurisdiction over such Person or its property, enforceable at law or in equity, including the interpretation and administration thereof by such Governmental Authority.

“Change in Law” shall have the meaning assigned to such term in Section 9.

“Claim” shall have the meaning assigned to such term in Section 17.b.

“Commercial Operation” shall have the meaning assigned to such term in Section 3.a.

“Commercial Operation Date” shall have the meaning assigned to such term in Section 3.a.

“Confidential Information” shall have the meaning assigned to such term in Section 22.a.

“Credit Support” shall have the meaning assigned to such term in Section 8.f.

“Default Event” shall have the meaning assigned to such term in Section 13.a.

“Defaulting Party” shall have the meaning assigned to such term in Section 13.a.

“Delivery Point” means the interconnection points on Purchaser’s Premises behind the meters installed by Purchaser’s Serving Utility and before the electrical systems serving Purchaser’s Premises, as identified on Exhibit 3. No other Delivery Points are permitted under this Agreement without the permission of the Purchaser.

“Detailed Accounting” shall have the meaning assigned to such term in Section 7.e.

“Dispute” shall have the meaning assigned to such term in Section 19.

“Effective Date” shall have the meaning assigned to such term in the cover page of the Agreement.

“Energy Rate” shall have the meaning assigned to such term in Section 4.a.

“Environmental Attributes” shall have the meaning assigned to such term in Section 5.

“Environmental Incentives” shall have the meaning assigned to such term in Section 5.

“Environmental Laws” means any applicable federal, state, county, municipal, or local law and any amendments thereto (whether common law, public law, ordinance, rule, order, regulation, or otherwise), order, permit, directive, judgment, decree or other enforceable requirement of a Governmental Authority relating to protection of the environment, natural resources, or to any Hazardous Substance, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 42 U.S.C. § 1801 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Emergency Planning and Community Right-To-Know Act, 42 U.S.C. § 11001 et seq., and all regulations, orders, decisions, and decrees now or hereafter promulgated concerning the foregoing.

“EPC Contractor” shall have the meaning assigned to such term in Section 7.c.

“Extension Notice” shall have the meaning assigned to such term in Section 3.b.

“Fair Market Value” shall have the meaning assigned to such term in Section 16.c.

“Financing Parties” shall have the meaning assigned to such term in Section 21.b.

“Force Majeure” shall have the meaning assigned to such term in Section 20.a.

“Good Industry Practices” shall have the meaning assigned to such term in Section 7.c.

“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including the Federal Energy Regulatory Commission or any state public utility commission with jurisdiction).

“Indemnified Parties” shall have the meaning assigned to such terms in Section 17.a.

“Indemnified Party” shall have the meaning assigned to such term in Section 17.a.

“Initial Term” shall have the meaning assigned to such term in Section 2 of Exhibit 1.

“Insolation” shall have the meaning assigned to such term in Section 8.n.

“Investment Grade Rating” shall have the meaning assigned to such term in Section 8.f.

“kWh” shall have the meaning assigned to such term in Section 6 of Exhibit 1.

“Liabilities” shall have the meaning assigned to such term in Section 17.a.

“License” shall have the meaning assigned to such term in Section 8.d.

“License Term” shall have the meaning assigned to such term in Section 8.d.

“Memorandum” shall have the meaning assigned to such term in Section 16.d.

“Meter Data” shall have the meaning assigned to such term in Section 12.a.

“Net Metering” shall have the meaning assigned to such term in Section 7.d.

“Non-Defaulting Party” shall have the meaning assigned to such term in Section 13.a.

“Party” and “Parties” shall have the meanings assigned to such terms in the cover page of the Agreement.

“Permitting Cost Threshold” means $35,000.

“Premises” shall have the meaning assigned to such term in the cover page of the Agreement.

“Purchase Option Date” shall have the meaning assigned to such term in Section 16.b.

“Purchaser” shall have the meaning assigned to such term in the cover page of the Agreement.

“Purchaser’s Serving Utility” means the utility with whom interconnection applications will be sent and from whom permission to operate will be obtained.

“Representatives” shall have the meaning assigned to such term in Section 22.a.

“Scheduled Outage” shall have the meaning assigned to such term in Section 8.j.

“Seller” shall have the meaning assigned to such term in the cover page of the Agreement.

“Seller Meter” shall have the meaning assigned to such term in Section 12.a.

“Seller Meter Test” shall have the meaning assigned to such term in Section 12.a.

“SNDA” shall have the meaning assigned to such term in Section 16.e.

“Successor Seller” shall have the meaning assigned to such term in Section 21.c.

“System” shall have the meaning assigned to such term in the cover page of the Agreement.

“System Equipment” shall have the meaning assigned to such term in Section 7.a.

“Tax Attributes” shall have the meaning assigned to such term in Section 5.

“Taxes” shall have the meaning assigned to such term in Section 4.c.

“Term” shall have the meaning assigned to such term in Section 2.a.

“Termination Payment” shall have the meaning assigned to such term in Section 13.b.iii.

“Town” shall have the meaning assigned to such term in Section 14.c.i.

2. Purchase and Sale of Electricity.

a. Purchase Requirement. Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, all of the electric energy produced by the System during the Initial Term and the Additional Term (each as defined in Exhibit 1, and collectively the “Term”) for electrical consumption by the Purchaser’s Premises. Electric energy generated by the System will be delivered to Purchaser at the Delivery Point. Seller shall be responsible for all distribution lines and equipment necessary for the collection and routing of power from the System to the Delivery Point. The Parties acknowledge that Purchaser’s electric energy requirements at the Premises will exceed the output of the System, and in such event, Purchaser may purchase electric energy for the Premises from other sources.

b. Title to the Energy/Risk of Loss. Purchaser shall take title to the electric energy generated by the System at the Delivery Point, and risk of loss will pass from Seller to Purchaser at the Delivery Point.

c. Sale Prior to Commercial Operation Date. Any purchase, sale and/or delivery of electric energy generated by the System prior to the Commercial Operation Date shall be treated as a purchase, sale and/or delivery of limited amounts of test energy only and shall not indicate that the System has been put in…

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