INDEFINITE DELIVERY/INDEFINITE QUANTITY CONTRACT

DE-AM36-99OR22587

TABLE OF CONTENTS

[PART I - THE SCHEDULE]{.underline}

**SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS**

B.1 ITEMS BEING ACQUIRED/TOTAL PRICE

B.2 REQUIRED SERVICES

B.3 FAR 52.216-22 (MODIFIED) INDEFINITE QUANTITY (OCT 1995)

B.4 FAR 52.216-18 (MODIFIED) ORDERING (OCT 1995)

B.5 FAR 52.219-19 (MODIFIED) ORDER LIMITATIONS (OCT 1995)

B.6 NEGOTIATED CONTRACT B SCHEDULES

**SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT**

C.1 GENERAL REQUIREMENTS/PROJECT SCOPE

C.2 ENERGY CONSERVATION MEASURES (ECMs)

C.3 FACILITY PERFORMANCE REQUIREMENTS OF ECMs

C.4 MEASUREMENT AND VERIFICATION OF ECM PERFORMANCE

C.5 INSTALLATION REQUIREMENTS FOR ECMs

C.6 OPERATION OF ECMs

C.7 MAINTENANCE OF ECMs

C.8 REPAIR OF ECMs

C.9 CONTRACTOR MAINTENANCE AND REPAIR RESPONSE TIME

C.10 OPERATIONS AND MAINTENANCE MANUALS AND TRAINING FOR ECMs

C.11 GOVERNMENT PROJECTS

C.12 UTILITY ENERGY EFFICIENCY/RENEWABLE PROJECT FINANCIAL

INCENTIVES

C.13 AVAILABILITY OF UTILITIES

C.14 GOVERNMENT FURNISHED PROPERTY AND CONTRACTOR FURNISHED MATERIAL

C.15 CONTRACTOR EMPLOYEES

C.16 FIRE PREVENTION

C.17 SALVAGE

C.18 ASBESTOS AND OTHER HAZARDOUS MATERIALS

C.19 DISPOSAL

C.20 SAFETY REQUIREMENTS

C.21 SECURITY REQUIREMENTS

C.22 PERMITS

C.23 WORK SCHEDULE REQUIREMENTS

**SECTION D - PACKAGING AND MARKING**

D.1 PACKAGING (APR 1984)

D.2 MARKING (APR 1984)

D.3 RESPONSIBILITY

D.4 DELIVERY AND STORAGE

**SECTION E - INSPECTION AND ACCEPTANCE**

E.1 INSPECTION (MAR 1997)

E.2 ACCEPTANCE (MAR 1997)

E.3 FAR 52.246‑12 INSPECTION OF CONSTRUCTION-FIXED PRICE (AUG 1996)

E.4 INSPECTION AND ACCEPTANCE OF INSTALLED ECMs

E.5 FAR 52.246‑12 INSPECTION OF SERVICES-FIXED PRICE (AUG 1996)

E.6 FAR 52.246‑20 WARRANTY OF SERVICE (APR 1984)

**SECTION F - DELIVERIES OR PERFORMANCE**

F.1 PERIOD OF PERFORMANCE OF INDEFINITE DELIVERY/INDEFINITE QUANTITY
(IDIQ) CONTRACT AND DELIVERY ORDERS

F.2 PRINCIPAL PLACE OF PERFORMANCE (APR 1984)

F.3 DELIVERABLES

**SECTION G - CONTRACT ADMINISTRATION DATA**

G.1 CONTRACT ADMINISTRATION FOR THE GOVERNMENT

G.2 INVOICING INSTRUCTIONS

G.3 INVOICE SUBMITTALS FOR DELIVERY ORDER PROJECTS

G.4 PAYMENT TO THE GOVERNMENT FOR ANNUAL GUARANTEED SAVINGS

SHORTFALL

**SECTION H - SPECIAL CONTRACT REQUIREMENTS**

H.1 CONFIDENTIALITY OF INFORMATION (APR 1984)

H.2 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF

THE OFFEROR

H.3 TECHNICAL DIRECTION (JAN 1990)

H.4 MODIFICATION AUTHORITY (APR 1984)

H.5 GOVERNMENT PROPERTY AND DATA (MODIFIED) (JAN 1992)

H.6 GOVERNMENT PROPERTY REGULATIONS

H.7 RESPONSIBILITY FOR LOSS OR DAMAGE TO CONTRACTOR PROPERTY

H.8 SUBCONTRACTS (MODIFIED) (SEP 1996)

H.9 ADDITIONAL DELIVERY ORDER CLAUSES FOR WORK ON DOE

FACILITIES HAVING CLASSIFIED INFORMATION

H.10 USE OF NON-FEDERAL PERSONNEL IN EVALUATIONS

H.11 FLOWDOWN OF SAFETY AND HEALTH CLAUSE (JAN 1993)

H.12 QUALITY ASSURANCE SYSTEM (DEC 1995)

H.13 WAGE DETERMINATIONS AND DAVIS BACON WAGE RATES

H.14 LIQUIDATED DAMAGES

H.15 TITLE TO AND RESPONSIBILITY FOR CONTRACTOR-INSTALLED

EQUIPMENT

H.16 REQUIRED INSURANCE

H.17 NOTICE OF PAYMENT AND PERFORMANCE BOND REQUIREMENTS

H.18 PROTECTION OF FINANCIER\'S INTEREST

H.19 ADDITIONAL OR DIFFERENT CLAUSES AND PROVISIONS FOR DELIVERY

ORDERS AND DELIVERY ORDER REQUEST FOR PROPOSAL (DO RFP)

FORMAT

H.20 PROCEDURES FOR AWARDING DELIVERY ORDERS

H.21 REQUIREMENTS FOR INITIAL PROPOSAL CONTENTS FOR DELIVERY ORDER

ECM PROJECTS

H.22 REVIEW OF INITIAL PROPOSAL FOR DELIVERY ORDER ECM PROJECTS

H.23 DETAILED ENERGY SURVEY

H.24 REQUIREMENTS FOR FINAL PROPOSAL CONTENTS FOR DELIVERY ORDER

ECM PROJECTS

H.25 FINAL PROPOSAL EVALUATION FOR GOVERNMENT IDENTIFIED DELIVERY ORDER
ECM PROJECTS

H.26 PREAWARD REQUIREMENTS

**[PART II - CONTRACT CLAUSES]{.underline}**

**SECTION I - CONTRACT CLAUSES**

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

SPECIFIC CLAUSES INCLUDED ARE ALL PROVIDED BY REFERENCE IN SECTION I

**[PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER
ATTACHMENTS]{.underline}**

**SECTION J ‑ LIST OF ATTACHMENTS**

ATTACHMENT 1 C DEFINITIONS OF TERMS APPLICABLE TO THIS

CONTRACT

ATTACHMENT 2 C SAMPLE REPORTING REQUIREMENTS CHECKLIST FOR

DELIVERY ORDERS

ATTACHMENT 3 C NEGOTIATED CONTRACT B SCHEDULES

ATTACHMENT 4 C REQUIRED DELIVERY ORDER (DO) SCHEDULES

ATTACHMENT 5 -- RESPONSIBILITY MATRIX

ATTACHMENT 6 C SUBCONTRACTING PLAN

**[PART I C THE SCHEDULE]{.underline}**

**SUPPLIES OR SERVICES AND PRICES/COSTS**

**B.1 ITEMS BEING ACQUIRED/TOTAL PRICE**

The Contractor shall furnish all personnel, facilities, equipment,
material, supplies, and services (except as may be expressly set forth
in this contract as furnished by the Government) and otherwise do all
things necessary for, or incident to, performance of the following items
of work:

> [Item 1]{.underline} - Provide Energy Savings Performance Contracting
> (ESPC) conservation services, including Geothermal Heat Pump (GHP)
> measures, for federal Government facilities located in the United
> States and its territories, and for federally-owned facilities located
> in overseas locations, although not in the United States and its
> territories.
>
> The services shall be provided in accordance with not only the
> Statement of Work provided in Section C,
> Description/Specifications/Work Statement, of this contract, but also
> in accordance with all provisions in other sections of this contract,
> as well as all of its Attachments, and as revised by agency delivery
> order requests for proposal (DO RFPs). (See Section H.19 for more
> specific information.) Definitions of terms applicable to this
> contract are provided at Attachment 1 to the contract, for assistance
> in its performance.
>
> ([NOTE]{.underline}: There are no Reporting Requirements included in
> this contract for delivery orders issued against this Indefinite
> Delivery/Indefinite Quantity (IDIQ) contract award. The ordering
> agency for a specific delivery order project will include the actual
> reporting requirements in each specific delivery order issued against
> this contract. Attachment 2 to this contract provides a Sample
> Reporting Requirements Checklist for Delivery Orders.)

THE TOTAL MAXIMUM CONTRACT VALUE, defined as the sum of contractor
payment streams associated with all delivery orders against the IDIQ
contracts awarded for these efforts, shall not exceed \$500,000,000.00.

THE MINIMUM GUARANTEE ORDER (S) VALUE for this specific IDIQ contract
award is \$150,000.00.

**B.2 REQUIRED SERVICES**

The Government requires ESPC conservation services for federal
Government facilities located as described in Section B.1, Item 1 above,
and seeks to obtain these services using this indefinite delivery
indefinite quantity energy savings performance contract (IDIQ ESPC).

The contractor shall provide, at no capital cost to the Government, all
labor, material, and equipment necessary to provide Geothermal Heat Pump
energy supply systems and related energy efficiency measures to reduce
energy and water consumption, and provide energy cost savings and
related operation and maintenance cost savings, at specific sites
covered by delivery orders issued against this IDIQ contract. Contracted
delivery order services may also include operations and maintenance
services during a specific delivery order term as required in Section C
or elsewhere of this contract, the specific delivery order, and/or as
proposed by the contractor and accepted by the Government in a delivery
order award.

**B.3 FAR 52.216-22 (MODIFIED) INDEFINITE QUANTITY (OCT 1995)**

(1) This is an indefinite quantity contract for the supplies or services
    specified, and effective for the period stated, in the Schedule. The
    quantities of supplies and services specified in the Schedule are
    estimates only and are not purchased by this contract.

(2) Delivery or performance shall be made only as authorized by orders
    issued in accordance with the Ordering clause. The contractor shall
    furnish to the Government, when and if ordered, the supplies or
    services specified in the Schedule up to and including the quantity
    designated in the Schedule as the \"maximum\". The Government shall
    order at least the quantity of supplies or services designated in
    the Schedule as the \"minimum.\"

(3) Except for any limitations on quantities in the Order Limitations
    clause or in the Schedule, there is no limit on the number of orders
    that may be issued. The Government may issue orders requiring
    delivery to multiple destinations or performance at multiple
    locations.

(4) Any order issued during the effective period of this contract and
    not completed within that period shall be completed by the
    contractor within the time specified in the order. The contract
    shall govern the Contractor\'s and Government\'s rights and
    obligations with respect to that order to the same extent as if the
    order were completed during the contract\'s effective period.

**B.4 FAR 52.216-18 (MODIFIED) ORDERING (OCT 1995)**

\(a\) Any services to be furnished under this contract shall be ordered
by issuance of delivery orders by an authorized Contracting Officer for
a United States Government federal agency (Agency Contracting Officer).
Agency Contracting Officers shall submit draft delivery order requests
for proposals and draft delivery orders, prior to issuance, to the DOE
Contracting Officer for this contract to obtain his/her review and
suggestions/comments.

> \(b\) Such orders may be issued beginning on the date of contract
> award through October 1, 2003. At the Government\'s discretion, the
> ordering period may end on this date, which is the current limitation
> on ESPC ordering authority, as indicated in P.L. 105-388, dated
> November 13, 1998. However, at any time during the contract term
> defined in Section F.1.1, the Government may unilaterally modify the
> contract to extend the ordering period.

\(c\) All delivery orders are subject to the terms and conditions of
this contract, except as modified by the terms and conditions of a
specific delivery order request for proposal, as permitted by the
contract. In the event of a conflict between the terms and conditions of
a delivery order and those of this contract, the delivery order
provisions will take precedence. (Also see Section C.1.)

\(d\) If mailed, a delivery order is considered \"issued\" when the
Government deposits the order in the mail. All delivery orders shall be
in writing, and duly signed by an authorized Agency Contracting Officer,
as defined in subparagraph (a) above.

**B.5 FAR 52.216-19 (MODIFIED) ORDER LIMITATIONS (OCT 1995)**

(1) The Government estimates it will procure, and thereby establishes as
    a maximum order amount for the total of all (4) contracts awarded, a
    not-to-exceed \$500,000,000 of ESPC services during the terms of the
    contracts awarded (see Section B.1). Also, the Government guarantees
    that a minimum of \$150,000 of ESPC services shall be awarded to the
    contractor during that same 25-year term. (See the limitation on
    ordering at Section B.4(b).). Therefore, the Government is not
    obligated to purchase from the contractor services that exceed a
    total value of \$150,000. (This value of services may be represented
    by anything from a single delivery order for one project, to a
    number of delivery orders for various projects.) The Contractor is
    likewise never obligated to provide offers for specific proposed
    delivery order projects, accept orders, or furnish services against
    this contract.

(2) Notwithstanding paragraph (a) of this section, the Contractor shall
    honor any order received, including orders exceeding the maximum
    order limitation identified in paragraph (a), unless that order (or
    orders) is returned to the Agency Contracting Officer within
    thirty (30) days after issuance, with written notice stating the
    Contractor\'s intent not to provide the services called for, and the
    reasons therefore. Upon receiving this notice, the Government may
    acquire the supplies or services from another of the
    multiple-awardee Contractors for this DOE region.

**B.6 NEGOTIATED CONTRACT B SCHEDULES**

The contract includes these negotiated schedules, the information in
which shall be binding on the Contractor throughout the period of
performance (overall term) of the contract. These schedules apply to all
delivery orders issued against the contract. Following are the titles of
each of these contract B schedules. They are made a part of this
contract, in Part III, Section J, Attachment 3.

**SCHEDULE B-1** **IDIQ Contract Maximum Markups**

> This Schedule provides the negotiated maximum markup percentages
> applicable to the both the direct costs of ECMs by technology category
> identified in Section C.2 and included in the Schedule DO-2 for a
> project proposal, and to the performance period expenses identified on
> the Schedule DO-3 for the proposal. These markups shall include all
> proposed indirect cost elements and profit. The indirect elements of
> expense in the markups include such things as overhead, general and
> administrative expense, general program marketing and management, etc.
> Any project expenses that are not directly the result of the
> development and implementation of an individual project are included
> in the markups, and they shall not include any direct expenses. The
> Contractor shall identify the elements of indirect expense included in
> the proposed markup for a specific delivery order project.

**SCHEDULE B-2** **IDIQ Contract Maximum Added Premiums**

> This Schedule provides the negotiated maximum added premiums, as the
> number of basis points (basis point =1/100 percentage points) that may
> be applied to the accepted applicable financial index used for a
> specific delivery order project to finance the project\'s investment
> amount. (The negotiated added premium plus the accepted applicable
> financial index equals the project\'s interest rate.) Per the
> schedule, the maximum added premiums are based on both the project
> term and total investment amount of the project. The Contractor shall
> provide evidence to the Agency Contracting Officer of the
> reasonableness of the added premium proposed for a specific delivery
> order project within the maximums allowed.

**SECTION C C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT**

# C.1 GENERAL REQUIREMENTS/PROJECT SCOPE

This contract is to acquire under an energy savings performance,
indefinite delivery/indefinite quantity contract, GHP-centered energy
conservation serv**i**ces **to** reduce energy and water efficiency
measures and to reduce associated utility costs (and related operations
and maintenance costs) as specified in each delivery order issued
against this contract. The Contractor shall be responsible for providing
all labor, material, and capital to install the GHP-centered projects
and provide operations and maintenance as specified in each delivery
order. The cost of the GHP-centered and ECM project(s) must be covered
by the reduced energy and related operation and maintenance cost savings
incurred at the Federally-owned facility. The non-renewable energy cost
savings provided by a delivery order project against this contract must
be verified annually.

The subsequent sections of this IDIQ contract do not make special
mention of the required GHP content of delivery orders, but rather it
considers GHP as one of the technology categories allowed under the
scope of this contract (See Section C.2).

The scope of this IDIQ contract includes all federally-owned facilities
located as described in Section B.1 above. The IDIQ contract may be used
by authorized Federal agencies to acquire energy conservation measures
in accordance with the ordering procedures found at Sections H.20
through H.26 of this contract.

All provisions that follow throughout the remaining sections of this
contract may be revised within the overall scope of the contract as
necessary (based on the needs of an agency) in an Agency Delivery Order
Request for Proposal (DO RFP), unless noted otherwise in this contract
at the specific provision. In the event of a conflict between the DO RFP
and the IDIQ, the provisions of the DO RFP will prevail. **(See more
specific information at Section H.19.)**

**C.2 ENERGY CONSERVATION MEASURES (ECMs)**

> **C.2.1 Types of Energy Conservation Measures**
>
> All delivery orders under this contract, without exception, shall
> include on one or more members of the family of proven geothermal heat
> pump (GHP) systems. The GHP system is defined to include all
> components required to achieve a fully functional system for its
> intended purpose which generally includes, but is not limited to,
> heating, ventilation and air conditioning (HVAC) and/or water heating.
>
> ECMs in associated technology categories are also encouraged under the
> IDIQ contract. When implemented in the same project with GHPs, such
> ECMs result in a decrease in the required GHP capacity and/or an
> increase in overall GHP system efficiency, and enable the federal site
> to capture all of the economically obtainable cost savings made
> possible by the GHP portion of the project. This contract and its
> delivery orders may therefore include ECMs in the following associated
> technology categories:

1.  GHP Systems

> The cost of optimized GHP-centered and other ECMs must be covered by
> the reduced energy and related operation and maintenance cost savings
> incurred at the federally-owned facility. Following are examples of
> acceptable source of reduced energy and related operations and
> maintenance costs that can be considered for GHP-centered systems:
>
> \(1\) [Potentially avoidable costs]{.underline}:
>
> \(a\) Fuel or utilities energy costs for the conventional system being
> replaced. This included all types of fuel. If the replacement system
> saves water, the cost of the water saved can be included.
>
> \(b\) The cost of all materials and labor used to maintain the system
> being replaced. This would include the cost of oil, filters,
> replacement parts, etc.
>
> \(c\) The cost of fuel transport. This includes the cost of labor to
> transport fuel, the cost of the fuel to power the vehicle to transport
> the fuel, and the cost of the maintenance of the vehicle.
>
> \(d\) The cost of (UPS) systems or batteries, or other methods to
> maintain reliability of the conventional system being replaced by the
> GHP system.
>
> \(e\) The cost of ratchet charges or peak demand charges from a
> utility company, to the extent the GHP system will carry the load
> during the peak periods.
>
> \(f\) The cost of savings resulting from the application of a lower
> cost unit rate due to improvement of the load power factor from the
> application of the GHP system.
>
> \(g\) For a site that is scheduled to be developed, as long as the GHP
> system is replacing another system which was planned and budgeted for,
> the avoided cost of building, designing and installing the alternative
> system is an acceptable cost savings.
>
> \(h\) The cost of personnel to operate a conventional energy system
> during a critical experiment or activity or time of day.
>
> \(i\) The cost of trenching, patching and diverting traffic to
> install, upgrade or repair a conventional system.
>
> \(2\) [Contingencies based on probability of future
> costs]{.underline}:
>
> \(a\) If an agency has budgeted for contingencies, such as a possible
> fuel spill, and the GHP system will eliminate the need for this
> contingency, the present value of such a budgeted item is a cost
> savings. If the agency does not budget for such contingencies, then it
> is not a cost savings.
>
> \(b\) If the agency has budgeted for upgrades and overhauls of the
> conventional system (such as replacing an electric line or replacing
> underground fuel storage tanks with above ground tanks) and this
> expense would be avoided by the GHP system, the present value of the
> budgeted amount is considered a cost savings.
>
> \(3\) [Environmental Externalities]{.underline}:

(a) If the GHP system provides a means to offset the cost of air
    emissions permits or impending fines, these offset costs are
    considered cost savings.

> 2\. Conventional HVAC, such as, but not limited to

-   packaged air conditioning unit replacements

-   HVAC damper and controller repair or replacement

-   replacement of air conditioning and heating units with heat pumps

-   window air conditioning replacement with high efficiency units

-   cooling tower retrofits or replacements

-   economizer installation

-   fans and pump replacement or impeller trimming

-   thermal energy storage

-   variable air volume (VAV) retrofit

> 3\. Building Automation Systems (BAS) / Energy Management Control

Systems (EMCS), such as, but not limited to

-   HVAC control upgrade from pneumatics to Direct Digital Control (DDC)

-   Upgrade or replacement of existing EMCS systems

> 4\. Lighting Improvements, such as, but not limited to

-   interior and exterior lighting replacements

-   lighting control improvements

-   occupancy sensors installation

-   LED exit sign installation

-   daylighting

> 5\. Building Envelope Modifications, such as, but not limited to

-   insulation installation

-   weatherization

-   window replacement

-   reflective solar window tinting

> 6\. Electric Motors and Drives, such as, but not limited to

-   motor replacement with high efficiency motors

-   variable speed motors or drives

    7\. Appliance/Plug Load Reductions, such as, but not limited to

-   replace air-cooled ice/refrigeration equipment with premium
    efficiency water-cooled equipment connected to the GHP common loop

-   replace refrigerators with premium efficiency refrigerators

-   de-lamp vending machines

-   place plug timers on appliances and/or equipment

    8\. Central Utilities Modifications, such as, but not limited to

-   boiler/chiller modifications/replacement so that the remaining load
    is satisfied as efficiently as possible

-   isolation valves on steam, hot water or chilled water lines no
    longer needed

-   transformer right-sizing, power factor correction, etc. so that the
    remaining electrical load is satisfied as efficiently as possible

-   piping insulation installation

-   hot water heaters repair and replacement

-   steam trap repair and replacement

-   power quality upgrades

-   power factor correction

-   gas distribution systems installation

> 9\. Water and Sewer Conservation Systems, such as, but not limited to

-   installation of low flow showerheads

-   installation of low-flow plumbing equipment

-   installation of water efficient irrigation

-   installation of on-site sewer treatment systems

10\. Electrical Peak Shaving/Load Shifting, such as, but not limited to

-   thermal energy storage

-   gas cooling

-   demand limiting controls

> 11\. Energy Cost Reduction Through Rate Adjustments, such as, but not
> limited to

-   recommendations for change to more favorable rate schedule

-   recommendations for Government negotiation of lower rates, same
    supplier

-   recommendations for lower energy cost supplier(s) (where applicable)

-   energy service billing and meter auditing recommendations

> 12\. Proposal Development Energy Surveys, such as, but not limited to

-   detailed energy surveys

-   feasibility studies

> **C.2.2 Restrictions on proposed ECMs**
>
> **ECMs installed by the Contractor shall not:**
>
> 1\. Jeopardize the operation or environmental conditions of dedicated
> computers or computer rooms;

. Increase water consumption; e.g., once through fresh water cooling
systems

> (Note: evaporative cooling technologies may be considered where
> environmentally appropriate);

. Result in an adverse effect upon the quality of the human environment
or violate any Federal, State, or local environmental protection
regulations;

> 4\. Degrade performance or reliability of existing Government
> equipment;

. Reduce extra capacity that was intentionally included for future
growth, mobilization needs, safety, or emergency back‑up;

. Violate current versions of national codes (e.g., National Electric
Code, Uniform Building Code, etc. , State or local building codes; See
Section C.5.2); or

. Creates unsafe conditions or otherwise adversely impacts government
facilities, operations, and/or personnel;

> Any additional restrictions on ECMs will be specified in delivery
> orders issued against the contract.

**C.2.3 Contract Requirements for ECMs**

> Installed ECMs shall comply with the contract requirements, and/or
> with the requirements of each delivery order. Contract requirements
> also incorporate all Government-approved Contractor submittals,
> including: equipment design and installation specifications,
> compliance with codes and standards, design drawings, installation
> schedules, startup and testing procedures, operation and maintenance
> procedures, and any other submittals required by delivery orders
> issued against the contract.

**C.3 FACILITY PERFORMANCE REQUIREMENTS OF ECMs**

Installed ECMs shall meet the performance requirements specified below:

> **C.3.1 Environmental & Lighting Conditions**: Modifications to
> building lighting systems and environmental control systems shall not
> be permitted to exceed the ranges for Standards of Service specified
> in Paragraph C.3.2. Where automated controls of lighting or
> environmental conditions are to be installed, the occupants must have
> the ability to override the system.
>
> **C.3.2 Standards of Service:** Installed ECM\'s shall comply with the
> Standards of Service required for facilities as specified in each
> delivery order. The standards of service will include acceptable
> temperature and humidity ranges, air quality parameters, lighting
> levels, and other related factors.

**C.3.2.1 GHP Systems**

> \(a\) Occupied Areas:

1.  Comfort Range:

> 65 - 78F dry bulb
>
> 30% - 60% relative humidity
>
> 2\. In general occupied areas (except computer rooms) the following
> setbacks may be performed: During unoccupied periods during the
> heating season, the temperature may be reduced to 55F dry bulb.
> During unoccupied periods during the cooling season, the HVAC system
> may be turned off. However, the system must be designed so that it
> will restart if the temperatures approach levels that could damage
> equipment. In any case, temperatures must be restored to the 65 -
> 78F dry-bulb range by the start of the next occupied period.
>
> 3\. Outside air cannot be reduced below the quantities cubic feet per
> minute (CFM) per person value found in ASHRAE 62-89 (or most current
> version), \"Ventilation for Acceptable Indoor Air Quality\".
>
> \(b\) Computer Rooms
>
> 1\. Operating Range:

70 - 74F dry bulb (or based on Mfr. specs)

45% - 55% relative humidity

2\. No environmental control system temperature setbacks will be allowed
in computer rooms.

(c) The GHP control system must be compatible with the present energy
    management control system. Thermostatic tolerance must be within
    plus or minus one degree Fahrenheit for all

> areas listed in C.3.2.1 (b) and plus or minus two degrees Fahrenheit
> for areas in C.3.2.1 (a). Any system temperature change required for
> the operating rooms must not exceed 1 degree F in five (5) minutes.
>
> \(d\) Hospitals and other special areas may have special requirements
> as specified in the delivery order.
>
> **C.3.2.2 Lighting Systems:** Except where special circumstances
> exist, illumination levels shall be maintained as near as practical to
> the Illuminating Engineering Society of North America (IES)
> recommended illumination level.

**C.4 MEASUREMENT AND VERIFICATION OF ECM PERFORMANCE**

Every delivery order awarded shall include a site-specific Measurement &
Verification (M&V) Plan that specifies the M&V requirements and
procedures that shall apply to the delivery order based on various
factors such as type of ECMs, projected value of energy savings,
certainty/uncertainty of savings being achieved, and the intended risk
allocation between the Federal agency and the Contractor.

The delivery order M&V plan shall specify the M&V options(s) and
method(s) that will be used for each ECM included in the delivery order.
M&V options and methods proposed for each ECM shall comply with the
latest version of the DOE/FEMP M&V Guideline for Federal Energy Projects
in effect at the time of delivery order award.

**C.4.1 M&V Activities**

The Contractor shall perform the following required M&V activities:

> 1\. Define a site-specific M&V plan for the particular project being
> installed once the project has been fully defined and the detailed
> energy survey is completed; this will occur before the delivery order
> is awarded and the plan will be incorporated into the delivery order.
>
> 2\. Define pre‑installation baseline including (a) equipment/systems,
> (b) baseline energy use,
>
> \(c\) system performance factors (e.g., lighting levels, temperature
> set points, time clock settings, etc.), and/or (d) actions to
> determine baseline energy use, which may include site surveys, short
> term or long term metering, analysis of billing data, and/or
> engineering calculations. The definition of pre-installation baseline
> should occur before the delivery order is awarded.
>
> 3\. Define post installation conditions including (a)
> equipment/systems, (b) post installation energy use and/or (c) actions
> to determine post installation energy use which may include site
> surveys, short-term or long-term metering, analysis of billing data,
> and/or engineering calculations, and (d) factors beyond the contractor
> control that influence post-installation energy (e.g. building
> occupancy, plug load creep, etc.).
>
> 4\. Conduct annual M&V activities to verify operation of the installed
> equipment/systems and/or calculation of current year\'s energy
> savings.

######## C.4.2 M&V Submittals During Delivery Order Development and Post Award

> 1\. The Contractor shall prepare and submit a general M&V approach
> (AM&V Overview@) with its Initial Proposal, identifying the M&V
> options and methods to determine pre-installation baseline and
> post-installation ECM performance for each proposed ECM (see Section
> H.21(c).
>
> 2\. The Contractor shall prepare and submit an M&V Overview and
> Specific M&V Plan with its final proposal per requirements of Section
> H.24.1 B. Included in the specific M&V plan will be a project schedule
> indicating ECM installation, M&V activities, and post-award M&V
> reporting milestones. M&V report milestones should include
> post-installation M&V reports associated with ECM installation
> inspection and commissioning, and periodic (at least annually) ECM
> performance M&V reports.
>
> 3\. The Contractor shall prepare and submit a Post-Installation M&V
> report, to verify that installed ECMs demonstrate the potential to
> deliver the guaranteed annual energy and energy-related cost savings
> specified in the awarded delivery order. The contents of the
> Post-Installation Report will be as specified in the Specific M&V Plan
> approved by the Government and included in the delivery order. The
> Post-Installation M&V report shall be submitted in accordance with the
> schedule provided in the Specific M&V plan.
>
> 4\. The Contractor shall prepare and submit an Annual M&V Report (or
> other period agreed to in the specific M&V Plan) including data and
> calculations that provide evidence that continued ECM performance
> achieves the guaranteed annual energy and energy-related cost savings
> in the delivery order. The contents of the periodic M&V report should
> include ECM performance measurements, calculations and adjustments to
> baselines as applicable and agreed to in the specific M&V Plan. Annual
> (periodic) M&V reports shall be submitted in accordance with the
> schedule provided in the specific M&V Plan.

**C.5 INSTALLATION REQUIREMENTS FOR ECMs**

NOTE: Once negotiated and awarded, a delivery order is a fixed-price
design/build energy project. Changes to meet design or performance
requirements of the delivery order shall be at no cost to the
Government. Changes in contractor cost due to Government changes to
delivery order requirements will be negotiated as changes.

**C.5.1 Design and Construction Package**

1\. The Contractor shall prepare and submit a design and construction
package to the Federal agency for review and approval prior to starting
ECM installation in accordance with the delivery order reporting
requirements checklist. The design and construction package shall be
certified by a registered engineer to assure compliance with applicable
building codes and Federal agency design standards. The delivery order
will specify site specific requirements of the design and construction
package. The Contractor is responsible for the technical adequacy of its
work. Acceptance of the design and construction package by the
Government shall not relieve the Contractor from responsibility for
adequacy of its design and installation work.

> 2\. The design and construction package due date will be specified in
> the delivery order reporting requirements checklist. Upon approval of
> the design and construction package, bonds may be required in
> accordance with Section H.17.
>
> 3\. The design and construction package shall be prepared and include
> at least the following:

a.  Manufacturer\'s Data For all ECM equipment to be installed the
    Contractor shall provide the manufacturer\'s descriptive literature
    of equipment including drawings, diagrams, performance and
    characteristic curves, and catalog cuts.

> b\. [Design Specifications]{.underline} The Contractor shall identify
> and reference design specifications applicable to installed ECMs.
>
> c\. [Construction Drawings]{.underline} Construction drawings shall be
> prepared by the Contractor, subcontractor, or any lower-tier
> subcontractor showing in detail:
>
> \$ The installation (i.e., form, fit, and attachment details) of the
> interface between ECM equipment and existing Government equipment.
>
> \$ The location of installed equipment on building floor plans.
>
> \$ Certification of ECM Compliance with Building Codes and Standards.
> The Contractor shall provide registered engineer certification that
> ECMs comply with all applicable building codes and standards. ECM
> installation plans submitted to the Agency Contracting Officer without
> evidence of the professional engineer (PE) certification shall be
> returned for resubmission.
>
> d\. [Planned Service Interruptions]{.underline} If any utility
> services must be discontinued temporarily to perform work, such
> interruptions shall be described and indicated on the project
> installation schedule. The description shall include the length of the
> interruption, its time (date, day of week, time of day, etc.), and a
> justification.
>
> e\. [Site Plan and Compliance with Federal Site Exterior Architectural
> Plan]{.underline} If an ECM involves the installation of facilities or
> exterior structures, the Contractor shall provide a site plan showing
> its location, or show its location on the Government\'s existing site
> plan. The Contractor shall also provide a plan and elevation drawings
> of the facility or exterior structure showing its size and exterior
> appearance.
>
> f\. [Acquisition of Permits]{.underline} For any ECM installation
> requiring permits from regulatory agencies (i.e., hot‑work permit for
> welding), the Contractor shall provide its plan and schedule for
> acquiring such permits.
>
> g\. [Installation Schedules]{.underline} The installation schedule
> shall show the order in which the Contractor proposes to perform the
> work and the dates on which the Contractor contemplates starting and
> completing all major milestones (including acquiring materials,
> equipment, permits). The schedule shall be in the form of a progress
> chart of suitable scale to indicate the amount of work scheduled for
> completion by any given date during the installation period.

4\. Design documents will require both a preliminary and final review by
the Agency. Each delivery order will specify the submittal requirements
associated with each review.

**C.5.2 Design and Construction Standards**

> 1\. A Delivery Order issued against this IDIQ contract award will
> specify design and construction standards applicable to site or agency
> specific facility requirements. At a minimum, all ECMs, work,
> equipment and materials required for ECM installation shall comply
> with the most recent issue of the design and construction standards
> indicated in the delivery order as applicable. The following list of
> standards is provided as a guideline for establishing these
> requirements.
>
> \$ American National Standards Institute (ANSI)
>
> \$ Code of Federal Regulations (CFR)
>
> \- 29 CFR 1910 Occupational Safety and Health Standards
>
> \- 10 CFR 435 Energy Conservation Voluntary Performance Standards for
>
> Commercial and Multi-Family High Rise Residential Buildings

\- 29 CFR 1926 Safety and Health Regulations for Construction

> \$ National Electric Code (NEC)
>
> \$ National Electrical Safety Code (NESC)
>
> \$ National Fire Protection Association (NFPA) Standards including,
> but not limited to NFPA 101 - Life Safety Code
>
> \$ National Electrical Manufacturers Association (NEMA).
>
> \$ Underwriters Laboratory (UL).
>
> \$ Uniform Building Code (UBC)
>
> \$ Uniform Plumbing Code (UPC)
>
> \$ American Society of Heating, Refrigeration and Air-Conditioning
> Engineers (ASHRAE)
>
> \- ASHRAE 90.1
>
> \$ Army Corps of Engineers Safety Manual
>
> \$ National Electrical Manufacturers Association (NEMA)
>
> \$ National Historic Preservation Act, as applicable
>
> \$ Illuminating Engineering Society of North America (IES)
>
> \$ American Institute of Architects (AIA) Masterspec

\$ Air Conditioning and Refrigeration Institute (ARI)

> \$ Occupational Safety and Health Administration regulations
>
> \$ Other design standards required by the ordering Federal Agency
>
> 2\. No requirement of this contract shall supersede applicable
> regulations, local codes and/or standards. Any violation of such
> regulations and standards shall be brought to the attention of the
> Agency Contracting Officer for clarification prior to proceeding with
> the work.
>
> 3\. If conflicts between designated applicable codes and/or standards
> exist, the Agency Contracting Officer\'s Representative and applicable
> authority having jurisdiction shall determine the appropriate code to
> follow.

## C.5.3 ECM Quality Control Inspection Program

> 1\. The Contractor shall be responsible for quality control during
> installation of ECMs. The Contractor shall inspect and test all work
> performed during ECM installation to ensure compliance with the
> delivery order\'s performance requirements. The Contractor shall
> maintain records of inspections and tests, including inspections and
> tests conducted by or for utility or other regulatory agencies. The
> Contractor shall prepare a Quality Control
>
> Inspection Program for review and acceptance by the Government. The
> ECM Quality Control Inspection Program shall be prepared and submitted
> in accordance with the delivery order reporting requirements
> checklist.

2\. The ECM Installation Quality Control Inspection Program shall detail
the procedures, instructions, and reports that ensure compliance with
the delivery order and this IDIQ contract. This plan shall include as a
minimum:

> a\. The quality control organization, in chart form, showing the
> relationship of the quality control organization to the Contractor\'s
> organization.
>
> b\. Names and qualifications of personnel in the quality control
> organization.
>
> c\. Area of responsibility and authority of each individual in the
> quality control organization.
>
> d\. A listing of outside organizations, such as testing laboratories,
> architects, and consulting engineers that will be employed by the
> Contractor, and a description of the services these firms will
> provide.
>
> e\. Procedures for reviewing all shop drawings, samples, certificates,
> or other submittals for delivery order and indefinite quantity
> contract compliance, including the name of the person(s) authorized to
> sign the submittals for the Contractor, as complying with the delivery
> order and indefinite quantity contract\'s requirements.
>
> f\. An inspection schedule, keyed to the installation schedule,
> indicating necessary inspections and tests, the names of persons
> responsible for the inspections and tests, and the time schedule for
> each inspection and test.
>
> g\. The procedures for documenting quality control operations,
> inspection, and testing, with a copy of all forms and reports to be
> used for this purpose. The Contractor shall include a status log
> listing all submittals required by the inspection plan and stating the
> action required by the Contractor or the Government. The Contractor
> shall also prepare and maintain a testing plan that shall contain a
> listing of all tests required by the delivery order and/or IDIQ
> contract requirements.
>
> h\. The Quality Control Inspection Program Plan shall be submitted to
> the COR for review and approval as a separate stand-alone document
> after award of the delivery order, along with the required Design and
> Construction Package. The initial Government review will be completed
> within fifteen (15) working days of its receipt. The Contractor shall
> then submit any revisions within fifteen (15) working days after
> receipt of the Government\'s notice or request for clarification.
> After receipt of the requested revised contractor information, the
> Government\'s review and approval shall be completed within fifteen
> (15) working days.
>
> **C.5.4 Installed ECM Commissioning**
>
> The Contractor shall include a commissioning plan detailing
> performance of design review, start-up, testing, and interactive
> performance assurance standards for all Contractor-installed and
>
> Government-owned equipment impacted by the ECMS installed. The
> commissioning approach shall draw upon procedures established for
> commissioning Federal Buildings as outlined in the Building
> Commissioning Guide 2.1 available at:
> [www.eren.doe.gov/femp/techassist/bldgcomgd.html](http://www.eren.doe.gov/femp/techassist/bldgcomgd.html)
>
> The Contractor shall submit a Commissioning Plan as a stand-alone
> document in accordance with the delivery order reporting requirements
> checklist. Commissioning shall be completed and documented as part of
> the Post-Installation M&V Report.

**C.5.5 Environmental Protection**

> ECMs shall cause no adverse impacts upon the quality of the human
> environment. Impacts on air quality (pollutants, noise level, and
> odors or fumes) and potable water use are examples of potential areas
> of concern at the project site. Any planned building modifications
> shall comply with the National Environmental Policy Act (NEPA) and
> other applicable Federal, state, and local environmental protection
> regulations. The delivery order will identify specific known hazardous
> waste handling and storage requirements (e.g., PCB ballasts removed
> from lighting fixture retrofits).
>
> The contractor shall comply with applicable Federal, state and local
> laws and with the applicable regulations and standards regarding
> environmental protection. All environmental protection matters shall
> be coordinated with the Agency Contracting Officer. Authorized
> Government officials may inspect any of the contractor\'s work areas
> on a no-notice basis during normal working hours. In the event that a
> regulatory agency assesses a monetary fine against the Government for
> violations caused by contractor negligence, the contractor shall
> reimburse the Government for the amount of any fine and other related
> costs. The contractor shall also clean up any oil spills, hazardous
> wastes, and hazardous materials resulting from the contractor\'s
> operations. The contractor shall comply with the instructions of the
> cognizant Federal agencies\' safety and health personnel to avoid
> conditions that create a nuisance or which may be hazardous to the
> health of Government or civilian personnel.
>
> The contractor shall prepare at its expense all documentation
> necessary to acquire permits to comply with all applicable Federal,
> state and local requirements prior to implementing affected ECMs in
> the performance of a delivery order. The contractor shall not receive
> a notice to proceed with installation until all environmental
> protection requirements contained in the IDIQ contract and a delivery
> order have been satisfied.
>
> The contractor shall comply with 40 Code of Federal Regulations (CFR)
> Section 311, and with the requirements of the latest edition of the
> applicable Federal agency\'s Spill Prevention Control and
> Countermeasures Plan, as required by a delivery order.

**C.5.6 Service Interruptions**

> 1\. For any planned utility service interruptions, the Contractor
> shall furnish a request to the Agency Contracting Officer\'s
> designated representative for approval at least fifteen (15) working
> days in advance or as specified in the delivery order. The request
> shall identify the affected buildings and duration of planned outage.
>
> 2\. The Government will coordinate with affected tenants and customers
> as applicable.
>
> 3\. If the discontinued service is due to any emergency breakdown, the
> Contractor shall notify the Agency Contracting Officer\'s designated
> representative as soon as possible and the Government will notify
> those affected tenants and customers as applicable.
>
> 4\. Federal agencies may have additional requirements that apply to
> specific delivery orders, and if applicable, will be specified in the
> delivery order. These additional requirements may include liquidated
> damages for violations of service interruption provisions.
>
> **C.5.7 As‑Built Drawings**
>
> After completion of installation and Government acceptance of
> installed ECMs, the Contractor shall submit as‑built drawings to the
> Agency Contracting Officer or his/her designated representative in
> accordance with agency standards or specifications identified in the
> delivery order.

# C.6 OPERATION OF ECMs

> **C.6.1** Operations work includes all work and costs (excluding
> energy costs) associated with operating energy producing and consuming
> systems. The operations work effort shall include operations tasks at
> specific stations, continuous or periodic equipment monitoring, and
> minor on‑line equipment adjustments required to achieve all facility
> and energy conservation performance requirements of this contract.
>
> **C.6.2** The Contractor shall be responsible for operation of all
> ECMs installed. Installed ECMs shall include all contractor installed
> equipment and those portions of Government equipment which have been
> modified or replaced to achieve proposed ECM performance. Examples of
> exceptions that may be specified in a delivery order are:
>
> 1\. If the new operations work requirement for Contractor installed
> ECMs is similar to an existing operations work requirement for
> Government owned equipment and does not have an impact on Government
> resources, the Contractor may request that the Government perform
> operations work on Contractor installed equipment. The Government
> reserves the right not to accept operations work on installed ECMs.
>
> 2\. The Contractor finds it advantageous and proposes to assume
> responsibility for an operation of existing Government-owned equipment
> to ensure that the ECM will be implemented properly and achieve
> proposed ECM performance. Any operations work provided by the
> Contractor on existing Government-owned equipment shall be at the
> Contractor\'s expense.
>
> 3\. The Government currently utilizes bargaining unit employees,
> contracted services, or in-house labor and considers it advantageous
> to perform operations of the installed ECMs.
>
> **C.6.3** When the implementation of an ECM results in a change in an
> existing operations work affecting Government or contractor equipment,
> the Contractor shall prepare a new written operations work procedure
> for approval by the Government. The due date for the operations work
> procedure will be specified in the delivery order reporting
> requirements checklist. The Contractor shall train Government
> personnel in the new approved
>
> operations work procedure. The Government will permit its personnel to
> attend training sessions at reasonable times on the specific project
> site\'s premises.
>
> **C.6.4** If the Government assumes proposed operations in C.6.2.1 or
> C.6.2.3 above, the Government will use and operate government‑owned
> equipment, and contractor equipment, in accordance with operating
> procedures provided by the Contractor and approved by the Agency
> Contracting Officer. The Contractor shall monitor and continue to be
> responsible for equipment performance. Under the O & M section of the
> Contractor=s Management Plan, the Contractor shall provide a
> description of how he plans to coordinate with, monitor, and verify
> implementation of the Contractor provided operating procedures by
> Government or contracted operations personnel.
>
> **C.6.5** The Government will not move, turn off, or otherwise change
> any Contractor‑owned equipment without the consent of the Contractor,
> unless such action is in accordance with the operation procedures
> provided by the Contractor; or if it is necessary in an emergency to
> prevent loss of life, injury or damage to property, or severe
> discomfort to Government personnel, occupants, or patients.

**C.7 MAINTENANCE OF ECMs**

> **C.7.1** Maintenance work includes all work and costs associated with
> maintaining the energy producing and consuming systems. Maintenance
> work includes periodic equipment inspections, tests, calibrations,
> preventative maintenance tasks, and corrective maintenance actions
> required to ensure systems operate as intended.
>
> **C.7.2** The Contractor shall be responsible for maintenance of all
> ECMs installed. Installed ECMs shall include all contractor installed
> equipment and those portions of Government equipment that have been
> modified or replaced to achieve proposed ECM performance. Examples of
> exceptions that may be specified in a delivery order are:
>
> 1\. If the maintenance work is similar to an existing maintenance work
> requirement for Government‑owned equipment and does not impact on
> Government resources, the Contractor may request the Government in its
> proposal to perform maintenance work on Contractor‑owned equipment.
> The Government reserves the right to not accept the proposed
> responsibility for maintenance work on installed ECMs.
>
> 2\. The Contractor proposes to assume responsibility for maintenance
> on Government‑owned equipment in order to achieve proposed ECM
> performance. The Contractor may propose to provide either total
> maintenance or a level of maintenance needed to augment the existing
> maintenance provided by the Government. Any maintenance work provided
> by the Contractor on government‑owned systems or equipment shall be at
> the Contractor\'s expense.
>
> 3\. The Government currently utilizes bargaining unit employees,
> contracted services, or in-house labor and considers it advantageous
> to retain maintenance responsibility of installed ECMs.
>
> **C.7.3** When the implementation of an ECM changes existing equipment
> maintenance schedules, the Contractor shall prepare a new written
> maintenance work procedure for approval by the Government. The due
> date for the maintenance work procedure will be specified in
>
> the delivery order reporting requirements checklist. The Contractor
> shall train Government personnel in the new approved maintenance work
> procedure. The Government will permit its personnel to attend training
> sessions at mutually agreed to times on the specific project site\'s
> premises.
>
> **C.7.4** If the Government assumes the proposed maintenance work in
> C.7.2.1 and/or C.7.2.3 above, the Government will maintain
> government‑owned equipment, and contractor equipment in accordance
> with maintenance procedures provided by the Contractor and approved by
> the Agency Contracting Officer. Under the O & M section of the
> Contractor=s Management Plan, the Contractor shall provide a
> description of how he plans to coordinate with, monitor, and verify
> implementation of the Contractor provided maintenance procedures by
> Government or contracted maintenance personnel.
>
> **C.7.5** The Government will not move, turn off, or otherwise change
> any contractor‑owned equipment without the consent of the Contractor,
> unless such action is in accordance with the maintenance procedures
> provided by the Contractor, or if it is necessary in an emergency to
> prevent loss of life, injury or damage to property, or severe
> discomfort to Government personnel, visitors, occupants, or patients.

**C.8 REPAIR OF ECMs**

> **C.8.1** Repair of ECMs includes all material and equipment
> associated with the replacement or rebuilding of facilities, systems
> and equipment that have failed, or are determined by the Government to
> be in a condition of imminent failure and/or diminished ECM
> performance. Repair and replacement requirements are as follows:

1\. [Contractor Installed & Contractor‑Owned Items]{.underline} When
contractor installed facilities, systems, and equipment fail, the
Contractor shall be responsible for repairs (regardless of ownership).
If equipment failure is a result of Government negligence or damage, the
Government will provide repair or replacement within a reasonable time
period, at its expense, or if repaired or replaced at Contractor
expense, will reimburse the Contractor or adjust future invoice(s) as
negotiated and agreed upon by the Government and the Contractor.

> 2\. [Contractor-Installed & Government-Owned Items]{.underline}. The
> contractor shall be responsible for the repair and replacement of any
> equipment that it both installs and derives annual payment from
> (regardless of ownership) during the term of the delivery order. This
> applies to contractor-purchased equipment whose title has been
> transferred to the Government, with a contractor security interest,
> and Government-furnished equipment that has been installed by the
> Contractor. If equipment failure is a result of Government negligence
> or damage, the Government will provide repair or replacement within a
> reasonable time period, at its expense, or if repaired or replaced at
> Contractor expense, will reimburse the Contractor, or adjust future
> invoice(s) as negotiated and agreed upon by the Government and the
> Contractor.
>
> 3\. [Existing Government‑Owned Items]{.underline}. When existing
> Government‑owned facilities, systems, and equipment fail, the
> Government will be responsible for repairs within a reasonable time
> period. The Contractor shall provide repairs, at no expense to the
> Government, if the Government‑owned facilities, systems, and equipment
> failure is a result of actions on the part of the Contractor. The
> Contractor shall make repairs within a period of time as specified in
> the delivery order. If the Contractor elects to assume repair
> responsibilities for Government‑owned systems or equipment as part of
> an ECM proposal, the delivery order shall include a listing of the
> types of repairs that will be the Contractor\'s responsibility.

**C.9 CONTRACTOR MAINTENANCE AND REPAIR RESPONSE TIME**

> **C.9.1** The Contractor shall establish a point of contact (name and
> phone number) for use by the Government in providing response to
> contractor equipment failures. The point of contact shall be available
> as specified in the delivery order throughout the delivery order\'s
> term. Initial telephone response to repair call messages shall be
> within the time frame specified in the delivery order. If a site visit
> is needed to repair equipment, repair personnel shall arrive on site
> within the time frame specified in the delivery order of the initial
> telephone response for non‑emergency repairs or within the time frame
> specified within the delivery order for emergency repairs. Although
> normal contractor access is during the normal work hours specified for
> the specific site in the delivery order, the Contractor may be granted
> 24-hour per day access to the buildings for emergency work.
>
> **C.9.2** Emergency maintenance and repair work is defined as
> maintenance or repair necessary to correct an imminent failure of
> Section C.3 Standards of Service or any action necessary to protect
> the safety or health of the facility occupants and prevent adverse
> impacts on property.
>
> **C.9.3** In the event the Contractor fails to respond as required in
> the delivery order and in the event of emergencies, the Government may
> incur expenses to perform emergency repairs to contractor-installed
> equipment as well as Government equipment for which the Contractor
> assumed maintenance and repair responsibilities, and deduct such
> incurred expenses from future contractor invoices. The Contractor
> shall hold the Government harmless in such cases where the Contractor
> fails to respond in emergencies. In addition, the Contractor shall
> reimburse the Government for any costs incurred, as negotiated and
> agreed upon by the parties for specific projects.

**C.10 OPERATIONS AND MAINTENANCE MANUALS AND TRAINING FOR ECMs**

> **C.10.1 Operations and Maintenance Manuals**
>
> The Contractor shall furnish operation and maintenance (O&M) manuals
> and recommended spare parts lists for O&M of the contractor‑installed
> ECMs and modified Government equipment. O&M plans and spare parts
> lists shall be submitted prior to Government acceptance of the
> project, as specified in the delivery order.
>
> **C.10.2 Government Personnel Training for ECMs**
>
> 1\. Thirty (30) days prior to the installation completion, the
> Contractor shall train Government personnel and/or Government
> Operations and Maintenance (O&M) contractors as required to operate,
> maintain, and repair ECM equipment and systems in the event of
> emergencies.
>
> a\. [Training Program ‑ General Requirements:]{.underline} The
> Contractor shall provide a training program for Government personnel
> and/or Government O&M contractors for each ECM in a project. The
> program shall provide instruction on operation, troubleshooting,
> maintenance, and repair of ECMs. Training shall include both a
> classroom phase and a practical application phase. The course material
> shall include the operation and maintenance plans and manuals. The
> program shall be conducted at the delivery order\'s specified site(s)
> in facilities provided by the Government.
>
> 2\. The Contractor shall train Government personnel and/or Government
> O&M contractors to operate, maintain, and repair ECM equipment ninety
> (90) days prior to the end of the delivery order\'s term.

**C.11 GOVERNMENT PROJECTS**

There shall be no restriction on Government projects of any kind
including those that may provide energy conservation equipment, the
removal of existing energy consuming equipment, or the addition of new
energy consuming equipment for mission needs. The Government shall
notify the Contractor when Government projects are to be implemented
which may impact the installation or operations of contractor-installed
ECMs. If the Government project affects determination of annual energy
savings, then a baseline adjustment will be negotiated and incorporated
into the delivery order by modification.

**C.12 UTILITY ENERGY EFFICIENCY/RENEWABLE PROJECT FINANCIAL
INCENTIVES**

The implementation of an ECM may result in the Government being eligible
for a financial incentive from the serving utility company or other
entity charged with the administration of incentives by the state or
territory. The Contractor shall be responsible for determining the
availability of any applicable financial incentives, where the value of
the incentives exceeds the incremental costs to obtain them. Further,
the Contractor shall be responsible for coordinating with the Agency
Contracting Officer or his/her designee as to the preparation of any and
all documentation required to apply for any such applicable financial
incentives. When preparing any application for Government submission to
the entity administering the incentives, the Contractor shall also
submit a proposal to the Agency Contracting Officer or his/her designee,
as specified in the delivery order, to address disposition of revenues
acquired from the incentives administrator, which shall be negotiated
with the Government.

**C.13 AVAILABILITY OF UTILITIES**

The Government will furnish water and electric current at existing
outlets as may be required for the installation work to be performed
under a delivery order at no cost to the Contractor. The Contractor at
its expense and in a workmanlike manner satisfactory to the Agency
Contracting Officer shall install and maintain all necessary temporary
connections and distribution lines for each utility. Information
concerning the location of existing outlets may be obtained from the
Contracting Officer or the Contracting Officer\'s designated
representative. The Contractor shall remove all the temporary
connections, distribution lines, and associated equipment upon
completion of the installation work.

**C.14 GOVERNMENT FURNISHED PROPERTY AND CONTRACTOR FURNISHED**

**MATERIAL**

The Contractor shall provide all materials and supplies necessary to
perform the work as specified in the delivery order. Materials and
supplies provided shall be of acceptable industrial grade and quality
and in compliance with any applicable standards (see Section C.5.2). All
such materials and supplies must be compatible, and operate safely
within design parameters of existing systems equipment.

As an ESPC contract presumes that all property will be furnished by the
Contractor, a provision in a delivery order issued against this contract
for specified Government Furnished Property for performance of this
contract is not expected to normally occur. However, should Government
Furnished Property be required or considered appropriate for a delivery
order award, it would be designated and identified at this numbered
provision in the delivery order request for proposal for the delivery
order project.

**C.15 CONTRACTOR EMPLOYEES**

> \(a\) Upon receipt of notice of award of a delivery order project
> under this contract, the Contractor shall provide the Agency
> Contracting Officer for the delivery order, or the Agency COR, with
> the name(s) of the responsible supervisory person(s) authorized to act
> for the Contractor.
>
> \(b\) The Contractor shall furnish sufficient personnel to perform all
> work specified within the delivery order.
>
> \(c\) Contractor employees shall conduct themselves in a proper,
> efficient, courteous, and businesslike manner.
>
> \(d\) The Contractor shall remove from the site any individual whose
> continued employment is deemed by the Agency Contracting Officer or
> the Agency COR, acting reasonably, to be contrary to the public
> interest or inconsistent with the best interests of Government
> business or national security.
>
> \(e\) No employee or representative of the Contractor will be admitted
> to the work site unless that employee furnishes satisfactory proof
> that he/she is a citizen of the United States or otherwise legally
> authorized to work in the United States.

**C.16 FIRE PREVENTION**

The Contractor shall ensure that its employees shall know how to
activate a fire alarm. The Contractor shall observe all requirements for
handling and storing combustible supplies, materials, waste and trash.
Contractor employees operating critical equipment shall be trained to
properly respond during a fire alarm or fire in accordance with the
applicable agency\'s fire prevention procedures, rules or regulations as
identified in the delivery order. The Contractor shall obtain all
required welding permits prior to any welding.

**C.17 SALVAGE**

All material and equipment removed or disconnected during the
implementation phase of a delivery order issued under this contract
shall remain the property of the Government and shall be included in the

proposal for each ECM. The Government will identify the equipment it
wants stored. Any material and equipment not to be stored and all debris
resulting from work under a delivery order shall be removed from the
site by the Contractor at his expense.

**C.18 ASBESTOS AND OTHER HAZARDOUS MATERIALS**

As part of each ECM project proposed, it is preferred that the
contractor include the cost of removal of any known hazardous-containing
material in each contractor-proposed ECM that involves the removal of
such. If the need for removal of hazardous material is known by the
Contractor, but the cost is not included in the ECM project proposal,
this need shall be identified by the contractor in the proposal.

Should the contractor propose and receive an award for an ECM project,
and hazardous material is identified after award, the contractor shall
immediately stop work, take measures to reduce the Contractor or
building personnel contamination, and immediately notify the Agency
Contracting Officer and the building manager of the hazardous material
condition and location. The Government shall then either:

> \(a\) remove and dispose of the material itself, by its own personnel
> or by separate contract award; or
>
> \(b\) give the contractor the option of either a delivery order
> modification for removing and disposing of the material at its
> expense, via a renegotiation of either the guaranteed savings and
> contractor payments for the project and/or of the delivery order
> project term, or by separate award for the effort. If the contractor
> performs the effort, he shall be required to remove the hazardous
> material in the manner agreed upon by the parties, and any equitable
> adjustment necessary due to the change to or elimination of the ECM
> involved shall be handled as a delivery order modification.

In addition, hazardous material and PCB handling and disposal, if it is
or becomes the responsibility of the Contractor in a delivery order
award, shall be handled as follows:

> \(a\) **Hazardous Material Handling and Disposal**: Hazardous wastes
> resulting from contractor-owned material and equipment must be
> disposed of in accordance with Resource Conservation and Recovery Act
> and all applicable Federal, state and local regulations. All shipping
> manifests for hazardous waste must be signed by the authorized Federal
> personnel for the project site, as well as by the Contractor prior to
> transfer off-site. The Federal agency\'s generator number will be
> entered on the manifest. The delivery order will provide additional
> site specific requirements.
>
> \(b\) **PCB Handling and Disposal**: If PCB ballasts exist at a site
> covered by a delivery order, then the delivery order shall contain the
> necessary clause addressing PCB recycling and/or disposal requirements
> to comply with applicable state and local regulations. The delivery
> order will provide additional site specific PCB handling and disposal
> requirements (if applicable).

Specific delivery orders will specify the requirements if different than
the above, and/or as known at time of award.

**C.19 DISPOSAL**

Non-hazardous debris, rubbish and nonusable material resulting from the
work shall be removed from Government property by the contractor at its
expense.

**C.20 SAFETY REQUIREMENTS**

All work shall be conducted in a safe manner and shall comply with the
requirements in the Army Corps of Engineers Safety manual and the
Accident Prevention clause in Section I of this contract (FAR
52.236-13). The Government will not provide safety equipment to the
Contractor. Additional safety requirements may be included in delivery
orders based on individual Federal agency implementing regulations,
and/or specific requirements of the delivery order projects.

Other specific requirements relative to safety are as follows:

> \(a\) Prior to commencing work, the Contractor shall meet with the
> Agency Contracting Officer and the Agency COR to agree upon
> administration of the safety program.
>
> \(b\) The contractor\'s workplace may be inspected periodically for
> OSHA violations. Abatement of violations shall be the responsibility
> of the Contractor and/or the Government as determined by the Agency
> Contracting Officer. The Contractor shall provide assistance to the
> Government representative and Federal or state OSHA inspector if a
> complaint is filed. Any fines levied on the Contractor by Federal or
> state OSHA offices due to safety/health violations will be paid
> promptly by the contractor.
>
> \(c\) In accordance with the Accident Prevention clause in Section I
> of this contract, the contractor shall report to the Agency
> Contracting Officer or COR all accidents within 24 hours of their
> occurrence.
>
> \(d\) In accordance with the Accident Prevention clause in Section I
> of this contract, the contractor shall submit to the Agency
> Contracting Officer or Agency COR a full report of damage to
> Government property and equipment by contractor\'s employees or
> contractor\'s subcontractors, at any tier. All damage reports shall be
> submitted to the Agency Contracting Officer or COR within 24 hours of
> their occurrence.
>
> \(e\) A safety and health plan and hazard analysis shall be prepared
> prior to the start of work on a construction site.

**C.21 SECURITY REQUIREMENTS**

> \(a\) **[Passes and Badges]{.underline}**: All contractor employees
> shall obtain employee and vehicle passes and badges as required by the
> agency for the specific delivery order project site. The Contractor
> shall, prior to the start of on-site work, submit to the Agency
> Contracting Officer, or the Agency Contracting Officer\'s designated
> representative, an estimate of the number of employees expected to be
> utilized at any one time on the delivery order. The Government will
> issue badges it requires without charge. When an employee leaves the
> contractor\'s service, the employee\'s pass and badge shall be
> returned within ten (10) days.
>
> \(b\) **[Contractor Vehicles]{.underline}**: Each contractor vehicle
> shall display the contractor\'s name such that it is clearly visible.
> Contractor vehicles shall, at all times, display a valid state license
> plate and safety inspection sticker. The Government may issue vehicle
> passes as it determines, and these shall also be displayed so as to be
> clearly visible.

\(c\) **[Contractor Access to Buildings]{.underline}**:

> 1\. It shall be the contractor\'s responsibility, through the Agency
> Contracting Officer or the Agency COR\'s designated representative, to
> obtain access to buildings on the delivery order project site, as
> necessary, and arrange for the buildings to be opened and closed as
> follows:
>
> i\. For minor work of two hours or less duration, the contractor shall
> contact the building manager and security organization.
>
> ii\. For major work, defined as work in excess of two hours duration,
> and/or work that will create dust or noise, the contractor shall
> contact the Agency Contracting Officer or the Agency Contracting
> Officer\'s designated representative at least one week in advance of
> the start of the work. The contractor must provide a description of
> the work, the number of workers required, and duration of the work.
>
> 2\. Keys may be issued to the contractor; however, it shall be the
> contractor\'s responsibility to make adequate arrangements for
> security of the building at the end of each work day. The contractor
> shall be responsible for the cost of replacing any keys that are
> furnished to and lost by its employees. If the Agency Contracting
> Officer or the Agency COR decides that a lock must be replaced because
> of the loss of a key by the contractor\'s employee(s), the contractor
> shall pay the cost of that replacement. Similarly, the contractor
> shall pay the cost of changing a combination if the Agency Contracting
> Officer or the Agency COR has reasonable cause to assume that the
> combination has been compromised.
>
> 3\. Access to tenant spaces must be scheduled with the Agency
> Contracting Officer or the Agency Contracting Officer\'s designated
> representative at least ten (10) days in advance, unless otherwise
> indicated in the delivery order. Notice must include names of
> employees to be admitted, expected arrival time, and visit duration.
> Buildings that require an escort will be identified in the
> solicitation for a specific project. All access will be during normal
> working hours, Monday through Friday, as specified in the delivery
> order.
>
> \(d\) **[Contractor Access to secure areas]{.underline}**: Certain
> areas of a project site may require that the contractor and its
> employees have an escort, and/or place limits on the days and times
> that the contractor and its employees may work in these areas.
> Specific delivery orders will identify any such secure areas and the
> requirements for contractor access to them.

**C.22 PERMITS**

In accordance with the \"Permits and Responsibilities\" clause in
Section I, the contractor shall, without additional expense to the
Government, obtain all appointments, licenses, and permits required to
conduct the work. The contractor shall comply with all applicable
Federal, state and local laws. Evidence of such

permits and licenses shall be provided to the Agency Contracting Officer
or the Agency COR before work commences.

**C.23 WORK SCHEDULE REQUIREMENTS**

The contractor shall arrange its on-site work so that it will not
interfere with normal Government business. The contractor shall develop
a monthly work schedule for all on-site work performed from delivery
order award through implementation and performance periods for all ECMs.
In no event shall the contractor change approved work schedules without
the prior consent of the Agency Contracting Officer or the Agency
Contracting Officer\'s designated representative.

If the contractor desires to work on Saturday, Sunday, holidays, or
outside the project site\'s normal working hours, which normal working
hours will be specified in the delivery order, it may submit a request
for approval to the Agency COR at least seven (7) working days prior to
the proposed start of such work.

**SECTION D C PACKAGING AND MARKING**

**D.1 PACKAGING (APR 1984)**

Preservation, packaging, and packing for shipment or mailing of all
deliverables against either this contract or any delivery orders issued
against this contract, shall be in accordance with good commercial
practice and adequate to insure acceptance by common carrier and safe
transportation at the most economical rates.

**D.2 MARKING (APR 1984)**

> \(a\) Each package, report or other deliverable against this contract,
> as well as against specific delivery orders issued against this
> contract, shall be accompanied by a letter or other document which:
>
> 1\. Identifies the contents, the sender, the applicable delivery order
> number, the IDIQ contract number, and the individual/office to which
> the reports or other products are being sent;
>
> 2\. Identifies the deliverable Item Number or Report Requirement which
> requires the delivered item(s); and
>
> 3\. Indicates whether the Contractor considers the delivered item to
> be a partial or full satisfaction of the requirement.
>
> \(b\) For any package, report or other deliverable being delivered to
> a party other than the Contracting Officer (either the DOE Contracting
> Officer for this contract or the Agency Contracting Officer for a
> specific delivery order), a copy of the document required in (a) above
> shall be simultaneously provided to the Agency Contracting Officer for
> the office administering the delivery order, as identified in Section
> G of the delivery order, or if none, to the Contracting Officer for
> this contract, identified in Section G of this contract.

**D.3 RESPONSIBILITY**

The contractor shall be responsible for acquiring, shipping, marking,
packaging, storing, and installing (and maintaining if indicated in the
delivery order) all supplies, equipment, and materials required to
implement ECMs accepted and approved by the Agency Contracting Officer
during negotiations.

**D.4 DELIVERY AND STORAGE**

The contractor shall properly store, adequately protect and carefully
handle all equipment and materials to prevent damage. Delivery orders
may specify any special state and local or agency-specific requirements
for hazardous waste handling, storage, shipping and disposal as required
for known or anticipated generation of hazardous waste.

**SECTION E C INSPECTION AND ACCEPTANCE**

**E.1 INSPECTION (MAR 1997)**

Inspection of all items and services provided under this contract, or by
any delivery order issued against it, shall be accomplished by the
Agency Contracting Officer\'s Representative (COR) identified in a
specific delivery order, or any duly designated representative(s), and
will be conducted in accordance with the provisions and clauses of that
title found in Section E below.

**E.2 ACCEPTANCE (MAR 1997)**

Acceptance of all work and effort under this contract or any delivery
order issued against it (including reporting requirements, if any) shall
be accomplished by the Agency Contracting Officer for a specific
delivery order, or any duly designated representative.

**E.3 FAR 52.246-12 INSPECTION OF CONSTRUCTION - FIXED PRICE (AUG
1996)**

\(a\) Definition.

> \"Work\" includes, but is not limited to, materials, workmanship, and
> manufacture and fabrication of components.
>
> \(b\) The Contractor shall maintain an adequate inspection system and
> perform such inspections as will ensure that the work performed under
> the contract conforms to contract requirements. The Contractor shall
> maintain complete inspection records and make them available to the
> Government. All work shall be conducted under the general direction of
> the Agency Contracting Officer for the specific project, and is
> subject to Government inspection and test at all places and at all
> reasonable times before acceptance to ensure strict compliance with
> the terms of the contract.

\(c\) Government inspections and tests are for the sole benefit of the
Government and do not:

> 1\. Relieve the Contractor of responsibility for providing adequate
> quality control measures;
>
> 2\. Relieve the Contractor of responsibility for damage to or loss of
> the material before acceptance;
>
> 3\. Constitute or imply acceptance; or
>
> 4\. Affect the continuing rights of the Government after acceptance of
> the completed work under paragraph (i) below.
>
> \(d\) The presence or absence of a Government inspector does not
> relieve the Contractor from any contract requirement, nor is the
> inspector authorized to change any term or condition of the
> specification without the Agency Contracting Officer\'s written
> authorization.
>
> \(e\) The Contractor shall promptly furnish, at no increase in
> contract price, all facilities, labor, and material reasonably needed
> for performing such safe and convenient inspections and tests as may
> be required by the Agency Contracting Officer. The Government may
> charge to the contractor any additional cost of inspection or test
> when work is not ready at the time specified by the contractor for
> inspection or test, or when prior rejection makes re-inspection or
> retest necessary. The Government shall perform all inspections and
> tests in a manner that will not unnecessarily delay the work. Any
> special and performance tests shall be performed as described in the
> contract.
>
> \(f\) The Contractor shall, without charge, replace or correct work
> found by the Government not to conform to contract requirements,
> unless in the public interest the Government consents to accept the
> work with an appropriate adjustment in contract price. The contractor
> shall promptly segregate and remove rejected material from the
> premises.
>
> \(g\) If the Contractor does not promptly replace or correct rejected
> work, the Government may:

1.  by contract or otherwise, replace or correct the work and charge the
    cost to the contractor; or

2\. terminate for default the Contractor\'s right to proceed.

> \(h\) If, before acceptance of the entire work, the Government decides
> to examine already completed work by removing it or tearing it out,
> the contractor, on request, shall promptly furnish all necessary
> facilities, labor, and material. If the work is found to be defective
> or non-conforming in any material respect due to the fault of the
> contractor or its subcontractors, the contractor shall defray the
> expenses of the examination and of satisfactory reconstruction.
> However, if the work is found to meet contract requirements, the
> Agency Contracting Officer shall make an equitable adjustment for the
> additional services involved in the examination and reconstruction,
> including, if completion of the work was thereby delayed, an extension
> of time.
>
> \(i\) Unless otherwise specified in the contract or any delivery
> order, the Government shall accept, as promptly as practicable after
> completion and inspection, all work required by the contract or
> delivery order, or that portion of the work the Agency Contracting
> Officer determines can be accepted separately. Acceptance shall be
> final and conclusive except for latent defects, fraud, gross mistakes
> amounting to fraud, or the Government\'s rights under any warranty or
> guarantee.

**E.4 INSPECTION AND ACCEPTANCE OF INSTALLED ECMs**

Each delivery order will include specific inspection and acceptance
criteria pertinent to the delivery order project. The following general
inspection and acceptance requirements shall apply to each delivery
order, unless otherwise indicated in the delivery order:

> \(a\) The Contractor shall arrange for the inspection of construction
> work and construction oversight to verify that the energy efficiency
> equipment and/or system modifications are properly supplied as
> designed and specified, and installed in accordance with the
>
> approved installation plan, all applicable codes and standards, the
> delivery order specifications and in a manner that will provide the
> intended long-term function, energy savings, and performance of the
> equipment. (Reference the requirement for Building Commissioning in
> paragraph C.5.4.) Any monitoring and verification of equipment and
> systems installed shall be consistent with requirements defined in the
> approved M&V plan. All start-up and testing shall be conducted in the
> presence of the Agency COR.
>
> \(b\) The Agency Contracting Officer will accept the project
> installation in writing, in accordance with Section G.3.(a). upon
> satisfactory completion of the required 30-day test period, and upon
> receipt of all other required deliverables.
>
> \(c\) Each delivery order may include additional agency-specific or
> site-specific inspection and acceptance requirements, and timeframes
> for completion. The Contractor shall review each delivery order to
> determine the recommended applicable inspection and acceptance
> requirements for that delivery order.

**E.5 FAR 52.246-4 INSPECTION OF SERVICES - FIXED-PRICE (AUG 1996)**

\(a\) Definitions.

> \"Services,\" as used in this clause, includes services performed,
> workmanship, and material furnished or utilized in the performance of
> services.
>
> \(b\) The Contractor shall provide and maintain an inspection system
> acceptable to the Government covering the services under this
> contract. Complete records of all inspection work performed by the
> Contractor shall be maintained and made available to the Government
> during contract performance and for as long afterwards as the contract
> requires.
>
> \(c\) The Government has the right to inspect and test all services
> called for by the contract, to the extent practicable at all times and
> places during the term of the contract. The Government shall perform
> inspections and tests in a manner that will not unduly delay the work.
>
> \(d\) If the Government performs inspections or tests on the premises
> of the Contractor or a subcontractor, the Contractor shall furnish,
> and shall require subcontractors to furnish, at no increase in
> contract price, all reasonable facilities and assistance for the safe
> and convenient performance of these duties.
>
> \(e\) If any of the services do not conform with contract
> requirements, the Government may require the contractor to perform the
> services again in conformity with contract requirements, at no
> increase in contract amount. When the defects in services cannot be
> corrected by reperformance, the Government may:

1.  require the Contractor to take necessary action to ensure that
    future performance conforms to contract requirements; and

2\. reduce the contract price to reflect the reduced value of the
services performed.

> \(f\) If the Contractor fails to promptly perform the services again
> or to take the necessary action to ensure future performance in
> conformity with contract requirements, the Government may:
>
> 1\. by contract or otherwise, perform the services and charge to the
> contractor any cost incurred by the Government that is directly
> related to the performance of such service; or
>
> 2\. terminate the contract for default.

**E.6 FAR 52.246-20 WARRANTY OF SERVICE (APR 1984)**

> \(a\) Definitions:
>
> \"Acceptance,\" as used in this clause, means the act of an authorized
> representative of the Government by which the Government assumes for
> itself, or as an agent of another, or approves specific services, as
> partial or complete performance of the contract delivery order.
>
> \"Correction,\" as used in this clause, means the elimination of a
> defect.
>
> \(b\) Notwithstanding inspection and acceptance by the Government or
> any provision concerning the conclusiveness thereof, the Contractor
> warrants that all services performed under this contract and its
> deliver orders will, at the time of acceptance, be free from defects
> in workmanship and conform to the requirements of this contract. The
> Agency Contracting Officer shall give written notice of any defect or
> nonconformance to the Contractor within 30 days from the date the
> defect or non-conformance is detected by the Government. This notice
> shall state either (1) the Contractor shall correct or reperform any
> defective or nonconforming services, or (2) that the Government does
> not require correction or reperformance.
>
> \(c\) If the Contractor is required to correct or reperform, it shall
> be at no cost to the Government, and any services corrected or
> reperformed by the Contractor shall be subject to this clause to the
> same extent as work initially performed. If the Contractor fails or
> refuses to correct or reperform, the Agency Contracting Officer may,
> by contract or otherwise, correct or replace with similar services and
> charge to the Contractor the cost occasioned to the Government
> thereby, or make an equitable adjustment in the contract price.
>
> \(d\) If the Government does not require correction or reperformance,
> the Agency Contracting Officer shall make an equitable adjustment in
> the contract price.

**SECTION F C DELIVERIES OR PERFORMANCE**

**F.1 PERIOD OF PERFORMANCE OF INDEFINITE DELIVERY/INDEFINITE QUANTITY
(IDIQ) CONTRACT AND DELIVERY ORDERS**

The contractor shall be required to commence work under this contract
only upon issuance of delivery orders against it. The contractor shall
be required to commence work on specific delivery orders within the
number of days specified in the delivery order, and once the contractor
has received a notice to proceed. The contractor shall then prosecute
the work diligently and complete the installation of all energy
conservation measures (ECMs) in accordance with the schedule established
in the delivery order.

> **F.1.1** **[Contract Term]{.underline}**:
>
> The IDIQ contract term shall consist of a maximum basic performance
> period of twenty-five (25) years from date of contract award, but with
> a limitation on the ordering period for placement of delivery orders,
> beginning on the date of contract award through October 1, 2003. (See
> Section B.4 for additional information on the ordering period.)
>
> **F.1.2** **[Delivery Order Term]{.underline}**:
>
> The delivery order term shall be specified in each delivery order. The
> delivery order term is comprised of the implementation period for
> installation of all ECMs after award as indicated on Schedule DO-1 (in
> months), plus the energy savings performance period, as indicated on
> Schedule DO-1 (in years). In no event shall a delivery order\'s term
> exceed twenty-five (25) years total.

**F.2 PRINCIPAL PLACE OF PERFORMANCE (APR 1984)**

The principal place of performance will be specified in each delivery
order issued against this contract.

**F.3 DELIVERABLES**

There are no specific deliverables for delivery orders included in this
contract. The contractor shall, however, be required to submit the
deliverables specified in the reporting requirements included in each
specific delivery order, in accordance with the instructions contained
in them, as well as in accordance with the provisions in Section D of
this contract. (As also indicated in Section B.1, a Sample Reporting
Requirements Checklist for Delivery Orders is found in Part III, Section
J, Attachment 2 to the contract.)

**SECTION G C CONTRACT ADMINISTRATION DATA**

**G.1 CONTRACT ADMINISTRATION FOR THE GOVERNMENT**

> \(a\) [ADMINISTRATION OF THE CONTRACT]{.underline}: Administration of
> this contract shall be accomplished by the Department of Energy\'s
> Golden Field Office. The following individuals in these offices are
> responsible for that administration as follows:
>
> 1\. [DOE Contracting Officer]{.underline}: The Contracting Officer for
> this contract is Joyce Ziesler, telephone no.: (303) 275-4725; fax
> no.: (303) 275-4788. E-mail:
> [mailto:joyce.ziesler@go.doe.gov](mailto:joyce.ziesler@go.doe.gov)*.*
> The contractor shall use the DOE Contracting Officer as the focal
> point for all matters regarding this contract except technical
> matters.
>
> 2\. [DOE Contracting Officer\'s Representative (COR)]{.underline}: The
> contract COR for projects is Lisa Hollingsworth, telephone no.: (404)
> 562-0569; fax no.: (404) 562-0538. Email:
> [lisa_hollingsworth@ee.doe.gov](mailto:lisa_Hollingsworth@ee.doe.gov)
> or her assistant Mr. Doug Culbreth, telephone no.: (919) 870-0051; fax
> no.: (919) 870-0052; e-mail: [carlson.culbreth@hq.doe.gov]{.underline}
> The contractor shall use the COR as the focal point for all technical
> matters ONLY. (See Section H for definition of technical matters.)
>
> All correspondence, other than technical correspondence, shall be
> addressed to the DOE Contracting Officer, with information copies to
> the DOE COR, to the DOE Patent Counsel (where patent or technical data
> issues are involved), and to other Government personnel as
> appropriate. All technical correspondence, excluding correspondence
> where patent or technical data issues are involved or which proposes
> or otherwise involves waivers, deviations, or modifications to the
> requirements, terms, or conditions of the contract, may be addressed
> to the DOE COR, with informational copies to the DOE Contracting
> Officer.
>
> \(b\) [ADMINISTRATION OF DELIVERY ORDERS]{.underline}: Administration
> of delivery orders issued against this contract shall be accomplished
> by the Agency Contracting Officer and Agency COR, and any other
> individuals (Contract Specialist, etc.) as appropriate, identified in
> each delivery order by the ordering agency contracting office, and
> preferably in the same format as in Section G.1(a) above. Required
> correspondence procedures may vary based on the agency\'s delivery
> order requirements and if so, will be identified in the delivery
> order.

**G.2 INVOICING INSTRUCTIONS**

The contractor shall submit invoices in accordance with the specific
instructions provided in each delivery order issued against this
contract. These instructions will vary by ordering agency, and will
include invoice format, invoice contents and any required attachments or
enclosures, submission and addressing instructions, etc. Included with
each invoice will be ECM performance data as required by the
site-specific M&V Plan, unless not required by the delivery order.

**G.3 INVOICE SUBMITTALS FOR DELIVERY ORDER PROJECTS**

> \(a\) The Contractor may submit invoices for ECM payments for the
> first full month for which the guaranteed energy cost savings accrue.
> Payments will commence when all ECMs have been installed and accepted
> and all other required deliverables received in accordance with the
> requirements in Section E above, and when the installation has been
> successfully operational for a 30-day test period. The Agency CO or
> COR for the specific delivery order, or their duly designated
> representative, shall make the determination of whether the project
> ECMs have performed in a satisfactory manner for the 30-day period,
> with guaranteed annual cost savings accruing as required. (Note:
> Invoices may be submitted as early as the beginning of the required
> 30-day test/acceptance period, to minimize Prompt Payment Act delays
> in payments, but the Government will [not]{.underline} start payments
> against invoices until the installation is tested and accepted as
> described above, and guaranteed savings are tested.)
>
> \(b\) In return, the contractor will receive monthly payments based on
> the annual fixed payment schedule, as established in each delivery
> order \[column (b) of Schedule DO-1 (Final)\]. Payment of the
> contractor\'s share of accrued savings of less than one month\'s
> duration, should that occur, shall be prorated at 1/30th the
> contractor\'s share for each calendar day. Any credits becoming due to
> the Government may be applied against the contractor\'s subsequent
> invoices, with appropriate information attached.

**G.4 PAYMENT TO THE GOVERNMENT FOR ANNUAL GUARANTEED SAVINGS
SHORTFALL**

Contractor failure to achieve guaranteed annual cost savings that meet
or exceed values specified in Schedule DO-1 (Final), column (b) for a
specific delivery order will result in overpayment of negotiated
contractor annual payments. A guaranteed savings performance shortfall
will be established from invoices and the annual ECM performance
verification report. Reimbursement of the Government overpayment of
annual contractor payments due to annual cost savings shortfall shall be
made by deductions from the contractor\'s future invoice(s). The
Government may also adjust the next year\'s monthly contractor payments
downward to meet the projected annual cost savings level established by
the annual ECM performance verification M&V documentation. If monthly
contractor payments are adjusted, they will be restored when the
contractor can provide evidence that the cause of energy cost savings
shortfall has been corrected and ECM performance for the following year
will meet or exceed the guaranteed level in Schedule DO-1 (Final),
column (a). This remedy is in addition to any other remedy the
Government may have under the contract or under the law, including its
right to terminate for default.

**SECTION H C SPECIAL CONTRACT REQUIREMENTS**

**H.1 CONFIDENTIALITY OF INFORMATION (APR 1984)**

> \(a\) To the extent that the work under this contract requires that
> the contractor be given access to confidential or proprietary
> business, technical, or financial information belonging to the
> Government or other companies, the contractor shall, after receipt
> thereof, treat such information as confidential and agree not to
> appropriate such information to its own use or to disclose such
> information to third parties unless specifically authorized by the
> Contracting Officer in writing. The foregoing obligations, however,
> shall not apply to:
>
> 1\. Information which, at the time of receipt by the contractor, is in
> the public domain;
>
> 2\. Information which is published after receipt thereof by the
> contractor or otherwise becomes part of the public domain through no
> fault of the contractor;
>
> 3\. Information which the contractor can demonstrate was in his
> possession at the time of receipt thereof and was not acquired
> directly or indirectly from the Government or other companies;
>
> 4\. Information which the contractor can demonstrate was received by
> it from a third party who did not require the contractor to hold it in
> confidence.
>
> \(b\) The contractor shall obtain the written agreement, in a form
> satisfactory to the Contracting Officer, of each employee permitted
> access, whereby the employee agrees that he will not discuss, divulge
> or disclose any such information or data to any person or entity
> except those persons within the contractor\'s organization directly
> concerned with the performance of the contract.
>
> \(c\) The contractor agrees, if requested by the Government, to sign
> an agreement identical, in all material aspects, to the provisions of
> this clause, with each company supplying information to the contractor
> under this contract, and to supply a copy of such agreement to the
> Contracting Officer. From time to time upon request of the Contracting
> Officer, the contractor shall supply the Government with reports
> itemizing information received as confidential or proprietary and
> setting forth the company or companies from which the contractor
> received such information.
>
> \(d\) The contractor agrees that upon request by DOE it will execute a
> DOE-approved agreement with any party whose facilities or proprietary
> data it is given access to or is furnished, restricting use and
> disclosure of the data or the information obtained from the
> facilities. Upon request by DOE, such an agreement shall also be
> signed by contractor personnel.

\(e\) This clause shall flow down to all subcontracts.

**H.2 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF THE
OFFEROR**

The Representations, Certifications and Other Statements of the
contractor for this contract, dated January 16, 2003 are incorporated by
reference. They are located in the official contract file for the award.

Additional representations and certifications may be required by the
Agency Contracting Officer for specific delivery order awards.

**H.3 TECHNICAL DIRECTION (JAN 1990)**

> \(a\) Performance of the work under this contract shall be subject to
> the technical direction of the Contracting Officer\'s Representative
> (COR) identified in Section G.1 (a) of this contract, or of the Agency
> COR for a specific delivery order issued against this contract.
> \"COR\" and \"Contracting Officer\" throughout this provision refer to
> either the DOE or Agency personnel, as applicable, and/or indicated.
> The term \"technical direction\" is defined to include:
>
> 1\. Directions to the contractor which redirect the contract effort,
> shift work emphasis between work areas or tasks, require pursuit of
> certain lines of inquiry, fill in details or otherwise serve to
> accomplish the contractual Statement of Work.
>
> 2\. Provision of written information to the contractor which assists
> in the interpretation of drawings, specifications or technical
> portions of the work description.
>
> 3\. Review and, where required by the contract, approval of technical
> reports, drawings, specifications and technical information to be
> delivered by the contractor to the Government under the contract.
>
> \(b\) Technical direction must be within the scope of work stated in
> the contract. The COR does not have the authority to, and may not,
> issue any technical direction which:
>
> 1\. Constitutes an assignment of additional work outside the Statement
> of Work;
>
> 2\. Constitutes a change as defined in the contract clause entitled
> \"Changes\";
>
> 3\. Causes an increase or decrease in the total price or the time
> required for contract performance;
>
> 4\. Changes any of the expressed terms, conditions or specifications
> of the contract; or
>
> 5\. Interferes with the contractor\'s right to perform the terms and
> conditions of the contract.

\(c\) All technical direction shall be issued in writing by the COR.

> \(d\) The contractor shall proceed promptly with the performance of
> technical direction duly issued by the COR in the manner prescribed by
> this article and within his authority under the provisions of this
> clause. If, in the opinion of the contractor, any instruction or
> direction by the COR falls within one of the categories defined in
> (b)(1) through (5) above, the contractor shall not proceed but shall
> notify the Contracting Officer in writing within five (5) working days
> after receipt of any such instruction or direction and shall request
> the Contracting Officer to modify the contract accordingly. Upon
> receiving the notification from the contractor, the Contracting
> Officer shall:
>
> 1\. Advise the contractor in writing within thirty (30) days after
> receipt of the contractor\'s letter that the technical direction is
> within the scope of the contract effort and does not constitute a
> change under the \"Changes\" clause of the contract;
>
> 2\. Advise the contractor within a reasonable time that the Government
> will issue a written change order.

\(e\) A failure of the contractor and Contracting Officer to agree that
the technical direction is within the scope of the contract, or a
failure to agree upon the contract action to be taken with respect
thereto shall be subject to the provisions of the clause entitled
\"Disputes Alternate I\" of the contract.

**H.4 MODIFICATION AUTHORITY (APR 1984)**

Notwithstanding any of the other provisions of this contract, the
Contracting Officer shall be the only individual authorized to:

\(a\) accept nonconforming work;

\(b\) waive any requirement of this contract, or

\(c\) modify any term or condition of this contract.

**H.5 GOVERNMENT PROPERTY AND DATA (MODIFIED) (JAN 1992)**

> \(a\) Except as otherwise authorized by the Contracting Officer in
> writing, the Contractor is not authorized to acquire as a direct
> charge item under this contract any real or personal property items.
> The Agency Contracting Officer for a specific delivery order issued
> against this contract may authorize the acquisition of government
> property or data, as agreed upon and indicated in the specific
> delivery order.

**H.6 GOVERNMENT PROPERTY REGULATIONS**

The contractor and its employees shall be knowledgeable of and observe
all Government property regulations, posted or otherwise, at the site
where performance occurs for specific delivery order projects. A copy of
the applicable agency regulations for the specific project site will be
provided by the Agency COR for the project, upon contractor request.

**H.7 RESPONSIBILITY FOR LOSS OR DAMAGE TO CONTRACTOR PROPERTY**

The Government shall be responsible for loss or damage to the property
of the contractor and its employees only to the extent authorized by the
Federal Tort Claims Act.

**H.8 SUBCONTRACTS (MODIFIED) (SEP 1996)**

> \(a\) Prior to the placement of subcontracts and in accordance with
> the clause, \"Subcontracts-Fixed-Price Contracts,\" the Contractor
> shall ensure that:
>
> 1\. they contain all of the clauses of this contract (altered when
> necessary for proper identification of the contracting parties) which
> contain a requirement for such inclusion in applicable subcontracts.
> Particular attention should be directed to the potential flowdown
> applicability of the clauses entitled \"Utilization of Small Business
> Concerns\" and \"Small Business Subcontracting Plan\" contained in
> Part II, Section I of the contract;
>
> 2\. any applicable subcontractor Representations and Certifications
> are obtained; and
>
> 3\. any required prior notice and description of the subcontract is
> given to the Agency Contracting Officer and any required consent is
> received. Except as may be expressly set forth therein, any consent by
> the Agency Contracting Officer to the placement of subcontracts shall
> not be construed to constitute approval of the subcontractor or any
> subcontract terms and conditions, determination of any price revision
> of the delivery order issued against this contract or any of the
> respective obligations of the parties thereunder, or creation of any
> subcontractor privity of contract with the Government.
>
> \(b\) The contractor shall also obtain and furnish to the Agency
> Contracting Officer either an OCI Disclosure Statement or
> Representation form in accordance with DEAR 952.209-72
> \"Organizational Conflicts of Interest Disclosure or Representation\"
> for all subcontractors to be utilized under this contract at DOE
> project sites. No work shall be performed by the subcontractor until
> the Agency Contracting Officer has cleared the subcontractor for
> Organizational Conflicts of Interest (OCI).

**H.9 ADDITIONAL DELIVERY ORDER CLAUSES FOR WORK ON DOE FACILITIES
HAVING CLASSIFIED INFORMATION**

> \(a\) If the ECM project covered by a delivery order involves work to
> be performed at a Department of Energy facility that has classified
> information (section 41 of the Atomic Energy Act of 1954, as amended),
> DEAR 952.204-2 Security (SEP 1997) and DEAR 952.204-70 Classification
> /Declassification (SEP 1997) may apply to that delivery order. The
> specific delivery order for such site shall incorporate these clauses,
> if applicable.

(b) If the ECM project covered by a delivery order involves work to be
    performed at a Department of Energy facility that has classified
    information (section 41 of the Atomic Energy Act of 1954, as
    amended), the contractor may be required to submit its
    representation concerning DEAR 952.204-73 Foreign Ownership, Control
    or Influence

> over Contractor (JUL 1997), and the clause DEAR 942.20-74 Foreign
> Ownership, Control
>
> or Influence over Contractor (Apr 1984) may apply to that delivery
> order. The solicitation for such site would request the
> representation, and the specific delivery order for such site would
> incorporate the clause, if applicable.

**H.10 USE OF NON-FEDERAL PERSONNEL IN EVALUATIONS**

The Government requires non-government personnel from Federally-Funded
Research and Development Centers (FFRDCs) and their subcontractors as
advisors in proposal evaluation and as project facilitators for delivery
order projects because aspects of the technical proposal evaluations and
project facilitation require specialized training, experience and skills
available from the FFRDCs that are not available in the Department of
Energy.

**H.11 FLOWDOWN OF SAFETY AND HEALTH CLAUSE (JAN 1993)**

The clauses at DEAR 952.223-71 and DEAR 970.5223-1 appropriately
adjusted to reflect the contractor/subcontractor relationship, shall be
included in subcontracts awarded under this contract if the
subcontractor will be performing work under the subcontract at a
government-owned or leased facility where DOE has required the
contractor to submit a management program and implementation plan (MPIP)
in accordance with DEAR 970.5204-2. However, DOE reserves the right to
require the contractor to submit subcontractor MPIP\'s to the Agency
Contracting Officer for review prior to approval by the contractor and
prior to the start of work.

**H.12 QUALITY ASSURANCE SYSTEM (DEC 1995)**

In the conduct of the work performed under this contract, the contractor
agrees to establish and/or maintain the quality assurance system
described in the delivery order issued against this contract. If the
Contractor has responsibility to perform activities in connection with a
nuclear facility, as defined by Title 10, Section 830.3, Code of Federal
Regulations, the applicability of the requirements in Section 830.120
shall be determined. Any subcontracts in support of this work shall
require subcontractors to comply with the Contractor\'s quality
assurance system.

**H.13 WAGE DETERMINATIONS AND DAVIS BACON WAGE RATES**

In the performance of delivery order projects issued against this
contract, the contractor shall comply with the requirements of any
applicable U.S. Department of Labor Wage Determination(s) and Wage Rates
which may be issued, or are otherwise applicable relative to that
project. A copy of the Wage Determination(s) and/or Wage Rates shall be
attached to the delivery order award, in accordance with agency format
requirements, or otherwise provided or referenced.

**H.14 LIQUIDATED DAMAGES**

Since this IDIQ contract is for use by all authorized Federal agencies
in a specific region, and the specific ECM projects are not known at
this time, the Government cannot make a determination as to whether
Liquidated Damages would apply to any individual delivery order.
Therefore, a specific solicitation and

award for a delivery order project may include appropriate liquidated
damages provisions, per Federal agency requirements and/or preferences.

**H.15 TITLE TO AND RESPONSIBILITY FOR CONTRACTOR-INSTALLED EQUIPMENT**

> \(a\) All equipment installed by the contractor at an installation is
> and remains the property of the contractor during the delivery
> order\'s term, unless otherwise specified and mutually agreed to in a
> delivery order. A change in the delivery order from this contract
> default is acceptable where it will decrease the cost and/or improve
> the financing of a delivery order project, or as otherwise determined
> in the best interests of the agency. Appropriate language to protect
> the parties will be negotiated by the Agency Contracting Officer and
> contractor for inclusion in a delivery order award, where title to
> installed equipment is taken by the Government after acceptance of
> installation/conclusion of the implementation phase of the delivery
> order term, and prior to the performance period of the delivery order
> term.
>
> \(b\) The contractor may modify, replace, or change the systems and
> equipment during the delivery order from that originally approved.
> However, any proposed modification, replacement, or change shall
> require notification and coordination with and approval of the Agency
> Contracting Officer. Any such modification, replacement, or change of
> systems or equipment shall be performed by the contractor at no cost
> to the Government and shall not interfere with Government operations
> and mission.
>
> \(c\) At the expiration of the delivery order term, all rights, title
> (unless already vested in the Government), and interest in and to all
> improvements and equipment constructed or installed on the premises
> and additions, shall vest in the Government, at no additional cost,
> free and clear of all and any mechanics liens and encumbrances created
> or caused by the contractor, or of any security interest by the
> contractor or its financier(s). The contractor shall surrender
> possession of said premises and the improvements and equipment to the
> Government in good repair and condition, reasonable wear and tear
> accepted.
>
> \(d\) If specific IDIQ contract delivery orders or certain ECMs within
> a delivery order are terminated for convenience, all rights, title,
> and interest in and to all improvements, additions, or equipment of
> all ECMs installed by the contractor to which the Government
> determines to take possession shall vest in the Government. For those
> ECMs for which the Government takes possession and thereby obtains
> title (if not already vested), the contractor shall be compensated in
> accordance with the FAR clause Termination for Convenience (52.249‑2).

**H.16 REQUIRED INSURANCE**

> \(a\) The contractor shall procure at its expense and maintain during
> the entire period of performance under this IDIQ contract and the
> delivery orders awarded to the contractor against it, the following
> minimum insurance coverage:
>
> 1\. Comprehensive general liability: \$500,000 per occurrence.
>
> 2\. Automobile liability: \$200,000 per person, \$500,000 per
> occurrence, \$20,000 per occurrence for property damage.
>
> 3\. Workman\'s compensation: As required by Federal and state
> workers\' compensation and occupational disease statutes.
>
> 4\. Employer\'s liability coverage: \$100,000 except in states where
> workers\' compensation may not be written by private carriers.
>
> 5\. Other insurance as required by State law.
>
> \(b\) Specific delivery orders may require less, additional, or
> different insurance coverage, which will be specified in the delivery
> order. If different insurance coverage is specified as required for a
> specific delivery order project, the contractor shall maintain at its
> own expense for the delivery order term, the revised insurance
> coverage, in accordance with the following:
>
> 1\. Prior to commencement of work, the contractor shall furnish to the
> Agency Contracting Officer a certificate or written statement of the
> required insurance coverage. The policies evidencing required
> insurance coverage shall contain an endorsement to the effect that
> cancellation or any material change in the policies adversely
> affecting the interests of the Government in such insurance shall not
> be effective for such period as may be prescribed by the laws of the
> State in which the delivery order is to be performed and in no event
> less than thirty (30) days after written notice thereof to the Agency
> Contracting Officer.
>
> 2\. The contractor agrees to insert the substance of this clause in
> all subcontracts hereunder.
>
> 3\. Nothing herein shall relieve or limit the contractor of liability
> for losses and damages to person or property as a result of its
> operations. The contractor shall indemnify and hold harmless the
> Government from any and all liability associated with the
> contractor\'s operations.

**H.17 NOTICE OF PAYMENT AND PERFORMANCE BOND REQUIREMENTS**

Bonds, using Standard bond forms, SF-25 and SF-25A, or other
agency-required documentation, may be required for a delivery order
project. If they are required, they shall be provided in accordance with
the following provisions (unless altered by the delivery order
requirements). These forms, if not otherwise available to the
contractor, may be obtained from the Agency Contracting Officer.

**H.17.1 Project Financing by Contractor**

> 1\. The Government will notify the selected contractor of its intent
> to award the delivery order. Pursuant to Section H.26, Preaward
> Requirements, the selected contractor shall furnish acceptable
> evidence of a surety\'s commitment to provide performance and payment
> bonds to the Government.
>
> 2\. Within 30 days after award of delivery order or acceptance of the
> Design and Construction Package, whichever is later, the selected
> contractor shall provide a
>
> performance bond (Standard Form 25 or other) and a payment bond
> (Standard Form 25A or other) in duplicate. The performance bond shall
> be in a penal sum equal to 100 percent of the Bonded Amount for all
> ECMs cited in Schedule DO-2. The payment bond shall be in a penal sum
> as follows:

[From Schedule DO-2]{.underline} [Payment Bond Penal Sum]{.underline}

> \$0 - \$999,999 50% of Schedule DO-2 Bonded Amount

\$1 - \$4.99 million 40% of Schedule DO-2 Bonded Amount

\>\$5 million \$2.5 million

> The performance and payment bonds shall remain in effect during the
> total implementation period for all ECMs. The ECM implementation
> period shall include all time required for installation, testing,
> measuring initial performance, and Government acceptance of all
> installed ECMs. The performance bond shall be released upon Government
> acceptance of all contractor-installed ECMs. The payment bond shall be
> released upon receipt of satisfactory evidence that all
> subcontractors, laborers, and other subcontractors have been paid in
> full.
>
> 3\. Because ECMs are installed on or affixed to Government property,
> mechanics liens are prohibited. Therefore, the payment bond shall
> secure the contractor\'s obligations for payment of laborers,
> suppliers, and all subcontractors. Each subcontract, under this IDIQ
> contract or under a specific delivery order, shall include a provision
> that prohibits placing mechanics liens against any ECMs installed on
> or affixed to Government property.
>
> **H.17.2 Project Financing by Third Party**
>
> 1\. The Government will notify the selected contractor of its intent
> to award the delivery order. Pursuant to Section H.26, Preaward
> Requirements, the selected contractor shall provide, to the
> Government, proof of project financing and acceptable evidence of a
> surety\'s commitment to provide performance and payment bonds.
>
> 2\. Within 30 days of award of the delivery order or acceptance of the
> Design and Construction Package, whichever is later, the selected
> contractor shall furnish a certified copy and duplicate of a
> performance bond, with project financier as co-beneficiary along with
> the Government. The performance bond shall be in a penal sum equal to
> 100 percent of the total Bonded Amount for all ECMs cited in Schedule
> DO-2. The selected contractor shall furnish a payment bond (Standard
> Form 25A) in duplicate. The payment bond shall be in a penal sum equal
> as follows:
>
> [From Schedule DO-2]{.underline} [Payment Bond Penal Sum]{.underline}
>
> \$0 - \$999,999 50% of Schedule DO-2 Bonded Amount
>
> \$1 - \$5 million 40% of Schedule DO-2 Bonded Amount
>
> \>\$5 million \$2.5 million
>
> The performance and payment bonds shall remain in effect during the
> total implementation period for all ECMs. The ECM implementation
> period shall include all time required for installation, testing,
> measuring initial performance, and Government acceptance of all
> installed ECMs. The performance bond shall be released upon Government
> acceptance of all contractor-installed ECMs. The payment bond shall be
> released upon receipt of satisfactory evidence that all
> subcontractors, laborers, etc., have been paid in full.
>
> 3\. Because ECMs are installed on or affixed to Government property,
> mechanics liens are prohibited. Therefore, the payment bond shall
> secure the contractor\'s obligations for payment of laborers,
> suppliers, and all subcontractors. Each subcontract, under this IDIQ
> contract or under a specific delivery order, shall include a provision
> that prohibits placing mechanics liens against any ECMs installed on
> or affixed to Government property.

**H.18 PROTECTION OF FINANCIER\'S INTEREST**

> \(a\) The Government recognizes that project financing associated with
> contractor performance on the multi-year delivery orders issued
> against this contract may be accomplished using third-party financing,
> and as such, will permit the financing source to perfect a security
> interest in the installed energy conservation measures, subject to and
> subordinate to the rights of the Government. To provide protection of
> any financier\'s interest, the contractor may be required to assign to
> its lenders, some or all of its rights under a delivery order. The
> Government will consider:
>
> 1\. Requests for assignments of monies due or to become due under a
> delivery order, provided the assignment complies with the Assignment
> of Claims Act.
>
> 2\. Requests for the Government to provide lenders or financiers
> copies of any cure or show-cause notice issued to the contractor.
>
> 3\. Requests by lenders or lienholders for extension of response time
> to cure or show-cause notices.
>
> 4\. A proposed takeover of delivery order performance in the event the
> contractor defaults in performance, or is bought by another company,
> or otherwise is replaced by mutual agreement of the parties. Requests
> for takeover of the delivery order on substantially the same terms and
> conditions will be approved, if the proposed substitute party is
> acceptable to the Government and such takeover is in the Government\'s
> best interests.
>
> The Government review and approval of the above requests will not be
> unreasonably withheld or delayed. In addition, the Government will
> ensure that all requirements to establish cancellation ceilings and to
> make Congressional notifications will be satisfied.

**H.19 ADDITIONAL OR DIFFERENT CLAUSES AND PROVISIONS FOR DELIVERY
ORDERS AND DELIVERY ORDER REQUEST FOR PROPOSAL (DO RFP) FORMAT**

As previously indicated, this IDIQ contract may be used by all Federal
agencies. Therefore, and in accordance with Section C.1, the
solicitation for a specific delivery order (the DO RFP; see below) may
contain additional clauses and provisions, as well as differing clauses
and provisions than those included in this contract, whether due to FAR,
other agency-specific regulations, or agency requirements or practices
dictated by the specific project. The agency-specific requirements as
documented in the agency solicitation (DO RFP) shall be understood to
either override or supplement the contract requirements, as indicated in
the DO RFP, and as permitted by the language at Section C.1 of this
contract.

The DOE Contracting Officer for this IDIQ contract has created a
prescriptive Delivery Order Request for Proposal (DO RFP) format for use
by ordering agencies in requesting offers from the IDIQ contractor(s)
for specific delivery order projects issued against this contract, and
will make it available upon request to any authorized Contracting
Officer from any Federal agency. This format provides, in IDIQ contract
chronological order, those provisions and clauses throughout the
contract which may need to be revised/deleted/replaced in developing the
description of a specific project, thereby providing the differing or
additional agency and site specific requirements relative to it.
Ordering agencies will be encouraged to use this format in requesting
offers for specific projects to be ordered against this contract. The
purposes for the use of the standard DO RFP format are: (1) to
facilitate rapid processing of delivery order project awards; (2) to
minimize the contract administration required for the IDIQ contracts and
especially the delivery orders; and (3) to promote consistency among the
agencies ordering against the IDIQ contracts, for the benefit of the
IDIQ contractors.

**H.20 PROCEDURES FOR AWARDING DELIVERY ORDERS**

The Government has awarded more than one contract for the work specified
in the Statement of Work for this contract. The Agency Contracting
Officer or other authorized ordering official may issue delivery orders
to the contractor and/or other contractors during the terms of the
respective contracts. Selection of the contractor for issuance of a
specific delivery order will be made pursuant to the provisions in
either paragraph (a) or (b) below.

The Agency Contracting Officer for a specific delivery order project, in
consultation with the DOE Contracting Officer, shall have the final
decision authority as to the extent to which offers will be solicited
for individual delivery orders, taking into account technical, economic
and performance risk considerations; past performance on previous
delivery orders issued against the IDIQ contract; and the factors
described below. Such decisions shall not be subject to protest.

No protest under 48 CFR (FAR) Part 33 is authorized in connection with
the issuance or proposed issuance of a delivery order under this
contract except for a protest on grounds that the delivery order
increases the scope, term or maximum value of the contract. The DOE Task
and Delivery Order Ombudsman shall be ultimately responsible for
reviewing complaints from any contractor arising from the Agency
Contracting Officer decision as to the extent to which offers will be
solicited for individual delivery orders, and for ensuring in general
that all of the contractors receiving awards are afforded a fair
opportunity to be considered.

The contractor agrees that issuance of a delivery order in accordance
with any of the procedures in this provision is deemed to have provided
the contractor with a \"fair opportunity to be considered,\" as that

phrase is used in Section 303J(b) of the Federal Property and
Administrative Services Act of 1949, as amended.

> \(a\) **[Single Source Awards]{.underline}**
>
> The Agency Contracting Officer may issue a delivery order to any one
> of the contractors with a SUPER ESPC award for this DOE region if an
> Agency Contracting Officer has determined unilaterally that:
>
> 1\. The agency\'s need for the services ordered is of such unusual
> urgency that providing such opportunity to all contractors would
> result in unacceptable delays in fulfilling that need;
>
> 2\. Only one such contractor is capable of providing the services or
> property required at the level of quality required because the
> services or property ordered are unique or highly specialized;
>
> 3\. It is a **Contractor-Identified project** for which rationale can
> be identified and documented that consideration of other IDIQ
> contractor offers for the project site is not in the best interests of
> the Government;
>
> 4\. It is necessary to place an order with a particular contractor in
> order to satisfy a minimum guarantee of this contract; and
>
> 5\. The delivery order should be issued on a sole source basis in the
> interest of economy and efficiency because it is a logical follow-on
> to a delivery order previously issued to a contractor on a competitive
> basis.

\(b\) [**Awards Based on Competition among Eligible IDIQ
Contractors**:]{.underline}

> 1\. The Agency Contracting Officer may make selections of IDIQ
> contractors and issue delivery orders based on competition among two
> or more of the awardees for these ESPC efforts, i.e., a
> **Government-Identified** selection process. Evaluation of performance
> against previous delivery orders against this contract may be used as
> a means of selecting a limited number of contractors (i.e., less than
> the total number of IDIQ contractors receiving an award for the
> Statement of Work for this contract) that may submit proposals.

The Government anticipates awarding fixed price delivery orders against
this contract.

Projects will, therefore, be pursued as either a **Contractor-Identified
Delivery Order Project** or a **Government-Identified Delivery Order
Project**. A **Contractor-Identified Delivery Order Project** is an ESPC
project identified/developed by one of the multiple awardee IDIQ
contractors and accepted by their applicable DOE Regional COR and an
agency client. A **Government-Identified Delivery Order Project** is

an ESPC project initiated by a Federal agency=s release of a DO RFP and
associated technical package to multiple awardee IDIQ contractor(s).

Unless modified in the DO RFP for a Contractor-Identified project, the
delivery order process for both types of projects are usually in two
steps, requiring the IDIQ contractor to submit an Initial Proposal (for
the agency to make its conditional selection of the contractor) followed
by submission of a Detailed Energy Survey and Final Proposal. Initial
proposal preparation instructions are described at Section H.21, and its

evaluation procedures are described in Section H.22. The Detailed Energy
Survey requirements are provided in Section H.23. The final proposal
preparation instructions are specified in Section H.24 and its
evaluation procedures are specified in Section H.25. Ordering agencies
may identify different instructions and procedures than those included
in these contract sections in the DO RFPs for their specific delivery
order projects; however, the instructions and procedures provided below
will apply unless other instructions which supersede or revise them are
identified in the DO RFPs.

[Before]{.underline} an IDIQ contractor may submit a
Contractor-Identified Proposal, the IDIQ contractor must first obtain
the concurrence of the DOE COR for this contract. This request for
concurrence should be in writing and the request should provide
sufficient information such that the DOE COR is able to discuss the
request with the agency where the project is proposed to be performed.
The DOE COR will provide the requested concurrence, or nonconcurrence,
in writing, and within fifteen (15) days of the request. Upon this
concurrence, an initial proposal within the scope of this contract may
be submitted.

**H.21 REQUIREMENTS FOR INITIAL PROPOSAL CONTENTS FOR DELIVERY ORDER ECM
PROJECTS**

The purpose of the Initial Proposal is to provide the minimum
information required for the Government (specifically, the agency
personnel where the potential project would be performed and the DOE
COR) to review the merits of the project and its potential technical
feasibility, and thereby make a determination as to whether the
potential project will be pursued. After review of the Initial Proposal
submitted, the Agency Contracting Officer will respond to the IDIQ
contractor in writing indicating whether or not the project will be
pursued and by what means. This Notice of Intent to Award (NOI) and the
associated DO RFP will detail any other specific requirements. The NOI
will normally be issued concurrently with the DO RFP for the project,
although concurrent issuances are not required. Note that the NOI and DO
RFP may permit or require additional, different or deleted ECMs, with
associated scope changes, in the final proposal, or otherwise establish
parameters for the final proposal which cause variance from the Initial
Proposal.

The Government shall not be liable for costs associated with audits and
preparation of Initial Proposals, unless the project addressed by the
Initial Proposal later becomes a delivery order award. Further, the
Government will not have the rights to the contractor\'s proprietary
work products, such as surveys, data, feasibility study reports, and
design documentation.

The Contractor shall submit a technical and price proposal in both
electronic (Word and Excel) and hardcopy formats. The technical and
price proposal shall be in accordance with the following requirements,
i.e., contain at least the following minimum information:

(a) [Identification of ECM Project:]{.underline} Identify the location
    of the ECM project (e.g., the Federal Agency, the facility
    manager\'s name and telephone number, the building and site address,
    etc.), and provide a narrative summary of the proposed ECM project
    to include, at a minimum: (a) proposed system or component upgrade,
    deficiency correction, repair or replacement; and (b) proposed
    system operational changes and estimated energy usage before and
    after implementation of the proposed ECMs.

\(b\) [Energy Savings Proposed]{.underline}: This section shall describe
the estimated annual energy savings for the ECM project using Schedule
DO-4 (in all applicable energy/demand units). While a detailed energy
analysis is not expected at this time, the contractor should submit its
(a) assumptions on current facility or energy system operating
conditions, (b) assumptions on proposed facility or energy system
operating conditions, (c) energy savings calculations using formulae and
procedures based on accepted engineering principles, including
synergistic effects of other ECMs, and (d) references used for data,
assumptions or empirical formulas. This section should contain only
sufficient information for the Government to determine whether it is a
feasible project.

\(c\) [M&V Overview]{.underline}: Provide a general description of and
support the measurement and verification plan proposed for this project,
referenced to the FEMP M&V Guide.

\(d\) [Management Approach]{.underline}: Provide the following:

> 1\. [Organization]{.underline}: Show the organization (by name as
> available) for implementing and managing the project, to include the
> responsibilities of each individual/element shown and the lines of
> authority within the overall organization. Also identify what portions
> of the effort, if any, are to be subcontracted, and if so, provide the
> same information for subcontractor organization and personnel.
>
> 2\. [Risk/Responsibility Matrix]{.underline}: The contractor shall
> complete and submit with its Initial Proposal a Risk/Responsibility
> Matrix detailing its proposed approach or method to address each area
> in the Risk/Responsibility Matrix. The format and content of this
> Risk/Responsibility Matrix is provided at Part III, Section J,
> Attachment 5. The agency will review and provide comments on its
> assessment of the proposed contractor and agency roles and
> responsibilities based on this required contractor submittal.
>
> 3\. [Operations, Maintenance, Repair and Replacement]{.underline}:
> Show the organization structure and describe the approach for
> performance of the delivery order\'s operations, maintenance and
> repair and replacement requirements.

\(e\) [Price Proposal]{.underline}: The contractor shall submit
completed Schedules DO-1 (Initial), DO-2, DO-3 and DO-4. For a
contractor-identified ECM project, Rough Order of Magnitude Estimates
are acceptable. For a Government-identified project, the DO RFP may
require more detailed estimates. The pricing in these schedules should
be supported with the minimum amount of detail to permit the Government
to determine whether it is a cost-effective project.

Explanations of the schedules and instructions for their completion are
provided below:

> **[Schedule DO-1 (Initial) C Proposed Guaranteed Annual Cost Savings
> and Annual Contractor Payments]{.underline}**:
>
> Schedule DO-1 (Initial) is used to submit the offeror\'s proposed
> estimated annual cost savings, and annual contractor payments for a
> specific delivery order ECM project, and shall be submitted with all
> delivery order proposals. The values submitted on Schedule DO-1
> (Initial) are for 12‑month periods, beginning after completion by the
> contractor of the implementation period for all ECMs, and acceptance
> by the Government. The estimated annual cost savings proposed for each
> year of the proposed delivery order performance period shall be based
> on projected energy savings presented in the technical proposal for
> the delivery order project, and trace to the other DO Schedules
> required for submission. The annual contractor payments proposed shall
> be for each year of the proposed delivery order performance period
> after ECM implementation and acceptance by the Government.
>
> Each DO RFP shall specify the rates and any applicable escalation that
> will be used for utilities during the delivery order\'s period of
> performance. The estimated annual cost savings in column (a) of
> Schedule DO-I (Initial) shall be based on the specified rates for
> utilities and any applicable escalation. If specified rates are not
> used, then the DO RFP must indicate how the contractor is to propose.
>
> **[Schedule DO-2C Implementation Price for ECMs]{.underline}:**
>
> Schedule DO-2 shall be submitted for all delivery order project
> proposals with estimated pricing, and the schedule may be revised and
> resubmitted by the selected contractor upon completion of their
> Detailed Energy Survey and submission of a final proposal. Schedule
> DO-2 presents the offeror\'s implementation period investment for each
> ECM included in a specific delivery order project. It reflects the
> equipment proposed for installation for each ECM indicated along with
> its implementation price, the contract mark-up (up to the maximum
> proposed in Schedule B-1) applied to this pricing, the subtotals of
> investment for each discrete ECM, and then the calculation of the
> total estimated implementation price, or investment for all proposed
> ECMs for the delivery order project. This information is requested as
> a trace to the information provided in Schedule DO-3.
>
> The total bonded amount on DO-2 will be used to establish performance
> and payment bond requirements for the ECM implementation period, if
> applicable, in accordance with Section H-17.
>
> [**Schedule DO-3** C **Performance Period Cash Flow**]{.underline}
>
> Schedule DO-3 shall be submitted for all delivery order project
> proposals with estimated pricing, and the schedule may be revised and
> resubmitted by the selected contractor upon completion of their
> Detailed Energy Survey and submission of a final proposal. Schedule
> DO-3 presents the offeror\'s proposed project cash flow for a specific
> delivery order project. The schedule is divided into two sections. The
> Implementation Period section pertains to the implementation price
> (which should trace back to the Schedule DO-2 price) less any
> pre-performance period payments, plus the debt service stream on that
> investment. The Performance Period section pertains to the total
> expenses associated with the services the contractor supplies to
> manage the project, and maintain and verify ECM performance during the
> performance period of the delivery order term. The offeror shall
> propose the estimated delivery order cash flows for each year of the
> proposed delivery order term. The pricing provided in this schedule
> shall be traceable to the information provided in DO-1 (Initial) or
> DO-1(Final)) and DO-2.
>
> As required by the Schedule, the offeror shall specify the Applicable
> Financial Index used with its source and date, the financing term of
> the project (in years), the index rate (derived for the project\'s
> term from the financial index), the added premium being applied to
> amortize the investment (up to the maximum Added Premium, based on
> Schedule B-2), and the resultant Project Interest Rate. The
> effectivity of the proposed Project Interest Rate is also required to
> be identified on the Schedule.
>
> **[Schedule DO-4 C First Year Energy and Cost Savings by ECM,
> Technology Category, and Delivery Order]{.underline}**
>
> Schedule DO-4 shall be submitted for all delivery order project
> proposals. Schedule DO-4 presents a summary of the proposed estimated
> annual cost savings that will be achieved following
>
> the installation of the ECM\'s included in the delivery order
> proposal. Both the ECM number and technology category, per Section C.2
> numbering, shall be provided, as well as an adequate description of
> each ECM and the other indicated energy information. The ECM numbers
> indicated in this Schedule shall be consistent throughout the
> offeror\'s proposal, both technical and price. The annual cost savings
> requested for each ECM shall be broken down into energy and O&M cost
> savings. The energy savings shall be presented in the energy type
> consumed by the equipment and also converted to Btu\'s for a project
> summary. Subsequent demand and dollar savings shall be derived from
> the utility rates presented in the DO RFP for the project site.
>
> Contractors/Offerors shall provide adequate supporting documentation
> for the estimated annual cost savings submitted in Schedule DO-4, to
> include whatever detail is pertinent to the specific project.

**H.22 REVIEW OF INITIAL PROPOSALS FOR DELIVERY ORDER ECM PROJECTS**

**H.22.1 CONTRACTOR IDENTIFIED PROJECT PROPOSALS**

> The Government will review the initial proposal submitted, make a
> determination as to whether the Contractor-Identified project is a
> project that the Government wants to pursue further, and notify the
> contractor of this determination. Government comments on the Initial
> Proposal will be provided to the contractor within thirty (30) days of
> its submission. The contractor response to Government comments shall
> likewise be within thirty (30) days.
>
> Since the Initial proposal for a Contractor-Identified project is
> based largely upon limited site investigations, the agency is
> encouraged to limit their level of detail during the review. Foremost
> consideration should be given to whether the work scope, conditions,
> and contract term offered in the proposal provide sufficient merit to
> allow the Contractor to further develop the project in greater detail.
> As part of this, there should be consideration of whether the
> estimated pricing and energy savings proposed support the technical
> proposal, and are realistic.
>
> If the Government determines to pursue the Contractor-Identified
> project, a Notice of Intent to Award (NOI) will be issued within
> thirty (30) days of the contractor\'s final responses to any
> Government comments and questions concerning the Initial Proposal. The
> NOI will request a Detailed Energy Survey and final proposal in
> accordance with the requirements for proposal contents included in
> Sections H.23 and H.24 of this contract. A DO RFP will be issued by
> the Government either concurrent with the NOI, or as agreed upon by
> the parties. Evaluation of the DES/final proposal by the Government
> will be in accordance with Section H.25, or as modified and defined in
> the DO RFP.

**H.22.2 GOVERNMENT IDENTIFIED PROJECT PROPOSALS**

> When the Government determines to pursue a Government Identified
> delivery order process as opposed to the process for a
> Contractor-identified project, a somewhat more formal selection of the
> Contractor occurs. Unlike with the Contractor-Identified process, the
> DO RFP, with an associated technical data package and/or site
> description, is issued prior to receipt of an Initial Proposal. The
> required proposal contents for the Initial Proposal remain the same as
> for one submitted for a Contractor Identified project, as described in
> Section H.21 above. However, more defined evaluation criteria to
> select among potentially several eligible contractors are usually
> desired and advisable. Therefore, the Contractors submitting Initial
> Proposals will be evaluated in accordance with the following
> evaluation factors, unless otherwise modified in a specific DO RFP:

**H.22.2.1 Technical Evaluation Factors**

> Factor 1 - ECM Descriptions & Projected Energy Savings
>
> Factor 2 - Energy Baseline & ECM Performance Measurement
>
> Factor 3 - Management Approach
>
> Factors 1 and 2 are most important and Factor 3 is least important.
>
> A. **Factor 1 ‑ ECM Descriptions and Proposed Energy Savings**
>
> Each offeror will be evaluated on his/her demonstrated capability to
> provide each of the site specific required technology categories and
> ability to accurately project energy savings. Elements to be evaluated
> include:
>
> 1\. The proven technical feasibility, reasonableness, and
> acceptability of the proposed ECMs.
>
> 2\. The level and reasonableness of the proposed energy savings.
>
> 3\. Verification that the energy analysis is based on sound
> assumptions and engineering principles; verification that impacts on
> Government facilities and operations are acceptable and reasonable;
> the suitability and service life of selected equipment for each
> proposed ECM; proposed environmental impacts are adequately addressed;
> and verification that proposed project implementation schedules are
> realistic and reasonable.
>
> B. **Factor 2 - Energy Baseline and ECM Performance Measurement**
>
> Offerors will be evaluated on the following measurement elements and
> capabilities:
>
> 1\. The baseline and M&V plan demonstrates a clear understanding of
> compliance with
>
> M&V protocols.
>
> 2\. The proposed M&V approach is feasible, reasonable and acceptable
> for the proposed
>
> project ECMs.
>
> C. **Factor 3 ‑ Management Approach**
>
> Each offeror will be evaluated on the following elements of site
> management capabilities:

the proposed organization to manage and accomplish the proposed ECMs is
well suited and addresses all key elements to ensure successful project
implementation and maintenance of ECM performance; offeror\'s
organization structure is adequate to provide required operation and
maintenance of installed ECMs, whether operation and

> maintenance is done by the contractor or by the Government; and
> offeror\'s training plan is appropriate and suitable for the proposed
> level of Government O&M responsibility.
>
> If the Government determines to pursue the Government-Identified
> project, the selected contractor will be notified by the Agency CO of
> their selection, and a Notice of Intent to Award, with an associated
> revised DO RFP will be issued within thirty (30) days of the
> selection. This NOI and DO RFP will request a complete proposal in
> accordance with the requirements for a DES/final proposal contents
> included in Sections H.23 and H.24 of the contract, and it will be
> evaluated in accordance with the evaluation criteria in Section H.25
> of this contract, as and if modified by the revised DO RFP.
>
> **H.22.2.2 Price Proposal Evaluation Factors**
>
> Price proposals will be evaluated to assess:
>
> \(a\) The completeness and traceability of the proposed price (i.e.
> sum of annual contractor payments) to the offeror\'s technical
> approach to and understanding of the ECM project proposed.
>
> \(b\) The reasonableness as well as realism of the proposed price
> (payments), relative to the technical project proposed, and the
> estimated savings indicated as achievable, based on an evaluation of
> the DO Schedules submitted by the offeror, as well as the pricing
> detail provided to support them.
>
> \(c\) That guaranteed annual energy cost savings exceed the annual
> contractor payment for each year of the performance period.
>
> \(d\) That the mark-up(s) and added premiums proposed for the project
> are in accordance with the negotiated maximums for the Contractor, as
> identified in Schedules B-1 and B-2 of this contract. (See Part III,
> Section J, Attachment 3.)

**H.23 DETAILED ENERGY SURVEY**

The selected contractor for both Contractor and Government-Identified
projects, shall, within the time specified in the DO RFP from the
receipt of Government\'s Notice of Intent to award, conduct a Detailed
Energy Survey (DES) of facilities and energy systems at the project site
to confirm the contractor\'s ability to achieve the estimated annual
cost savings \[Schedule DO-1 (Initial), column (a)\] indicated in the
Initial Proposal, or in any event to identify and confirm sufficient
annual cost savings to cover the annual costs of the agreed upon
post-DES project that is planned to be negotiated.

The final proposal shall include the results of the DES that document
the relevant existing conditions of applicable Government facilities,
including but not limited to:

\$ Building physical conditions

\$ Hours of use or occupancy

\$ Area of conditioned space

\$ Inventory of energy-consuming equipment or systems

\$ Energy-consuming equipment operating conditions and loads

\$ Baseline weather (i.e., Cooling and Heating Degree Days)

> \$ First Year Energy and energy cost savings estimates
>
> \$ Site specific M&V Plan
>
> \$ Proposed construction and M&V schedules.
>
> For each ECM proposed, the Contractor shall provide a detailed energy
> analysis documenting the proposed annual energy savings performance of
> the ECM after installation, startup and testing. Documentation of the
> analysis shall include, at a minimum:
>
> Offeror\'s assumptions on current facility or energy system operating
> conditions;
>
> Offeror\'s assumptions on proposed facility or energy system operating
> conditions;
>
> Energy savings calculations using formulae and procedures based on
> accepted
>
> engineering principles, including synergistic effects of other ECMs;
>
> Cite references used for data, assumptions or empirical formulae.
>
> The DES/final proposal may indicate that existing conditions vary from
> Government provided or contractor acquired data or assumptions
> proposed for any of the individual ECMs. Any variance between survey
> findings and the assumptions made for individual ECMs shall require
> the contractor to revise all supporting documentation for each
> affected ECM in its proposal. These revisions and supporting
> documentation shall be included as part of the DES documentation in
> the final proposal. The DES/final proposal shall also fully document
> the existing building conditions and proposed energy baseline. The DES
> results identified in the final proposal ultimately establish the
> mutual agreement of the parties on the energy and facility baseline
> conditions and site specific M&V Plan for the delivery order. The
> Contractor shall revise the DES/final proposal based on Government
> review and comments, as required and agreed to by the parties handling
> a specific delivery order project, and at a minimum based on final
> negotiations.

# H.24 REQUIREMENTS FOR FINAL PROPOSAL CONTENTS FOR DELIVERY ORDER 

**ECM PROJECTS**

Proposals shall be submitted initially on the most favorable terms from
a price and technical standpoint to the Government. The Government
reserves the right to accept or reject the proposal without further
discussions. As required by the DO RFP for a delivery order project, the
contractor shall submit a technical and price proposal, in both
electronic (Word and Excel) and hardcopy formats, as follows:

(NOTE: Any limitations on size of proposals will be indicated in the DO
RFP for a project.)

**H.24.1 [Format for Technical Proposal]{.underline}:**

The technical proposal shall be prepared in the following format:

A.  [ECM Descriptions and Projected Energy Savings (including ECM
    Summary Schedule for Delivery Order)]{.underline}

    1.  The contractor shall complete and submit Delivery Order Schedule
        DO-4 summarizing

> all ECMs proposed for the delivery order.

2.  For each ECM proposed, the contractor shall submit narrative
    information for items, as

> applicable, in the format specified below:
>
> \(a\) ECM No. \_\_\_\_\_
>
> \(b\) ECM Title and Executive Summary
>
> 1\. Detailed Description of ECM
>
> 2\. Location Affected
>
> 3\. ECM Interface with Government Equipment
>
> 4\. Proposed Equipment Identification - Provide manufacturer, model
> number and optional equipment proposed for each ECM component,
> including manufacturer\'s literature and specifications.
>
> 5\. Physical Changes C List major physical changes to equipment or
> facilities required to install proposed ECM such as relocation or
> removal of equipment.
>
> 6\. First Year Energy Savings Proposed
>
> \(a\) Proposed ECM annual energy savings (in all applicable
> energy/demand reduction units)
>
> 7\. Utility Interruptions C Specify extent of any utility
> interruptions needed for installation of proposed ECM.
>
> 8\. Agency Support Required C Specify any government agency support
> required during implementation of the ECM.

9.  Potential Environmental Impact C Briefly describe any potential
    environmental impact resulting from installed ECM.

10. ECM Project Schedule C Provide a project schedule to include the

duration of the following key phases:

> \(a\) Engineering/Design/Acceptance.
>
> \(b\) Equipment Procurement/Lead Time (i.e., date required to acquire
> equipment and delivery on-site).
>
> \(c\) Installation & Commissioning
>
> B. [Energy Baseline and ECM Performance Measurement]{.underline}
>
> The contractor shall describe how it will provide a complete
> measurement and verification (M&V) plan for the proposed delivery
> order. The plan shall include, but not be limited to:

1.  M&V Overview C Description of the measurement plan proposed for this
    project referenced to the FEMP M&V Guide.

> 2\. Specific M&V Plan C Define a site specific plan, which must
> include the following elements for each proposed ECM:
>
> \(a\) Objectives C a statement of what is to be estimated (i.e., gross
> annual Kwh savings on a project basis).
>
> \(b\) Parameters to be monitored - indicate parameters to be recorded
> that will be used in the estimation of annual energy savings,
> including variable load,
>
> hours of operation, installation status of measures, etc,; other
> parameters related to secondary objectives, such as in the case of
> lighting, may include reduction in lighting levels.
>
> \(c\) Sampling plan (if required), including:
>
> 1\. Designation of usage groups C define usage groups for areas with
> similar characteristics.
>
> 2\. Calculation of population(s) and sample sizes(s) by usage group C
> present the calculation and assumptions used to determine sample size
> by each usage group area.
>
> \(d\) Data collection plan, including:
>
> 1\. Specify data to be collected in terms of parameters, unit of
> measurement, points of measurements, length of time and intervals of
> measurements; raw, meter data (if available) as well as analyzed and
> summary data must be obtained.
>
> 2\. Identification of instrumentation and metering equipment name and
> documentation on equipment specifications of monitoring devices.
>
> 3\. Calibration of equipment C describe protocols for calibrating
> equipment.
>
> 4\. Data gathering and quality control C describe quality control
> procedures for checking completeness and accuracy of the recorded
> data.
>
> 5\. Period of monitoring C specify periods of monitoring including
> duration and frequency.
>
> a\. Analysis Method C describe in detail the method of analysis to
> estimate annual energy savings based on recorded data; include a
> discussion on relevant equations and assumptions, and document all
> calculations and assumptions.

3\. Pre-Installation energy and facility performance baseline including:

(a) equipment/systems,

(b) baseline energy us,

> \(c\) factors which influence baseline energy use, and
>
> \(d\) system performance factors (e.g., lighting levels, temperature
> set points).
>
> 4\. Post-installation facility conditions including

(a) equipment/systems,

> \(b\) post-installation energy use, and/or

(b) factors that influence post-installation energy use.

\(d\) energy provided by PV

> 5\. Determination of energy savings based on the selected approach and
> the pre and post installation conditions.
>
> 6\. Plan for future periodic (annual) measurements of ECM and facility
> performance and calculation of current period (year) savings.
>
> 7\. Plan for resolving disputes regarding issues such as baseline,
> baseline adjustment, energy savings calculation and the use of
> periodic measurements.
>
> C. [Management Approach]{.underline}
>
> \$ **Organization**. Show the organization for implementing and
> managing the site specific project. Proposed organization shall
> contain the responsibilities of each element shown on the organization
> chart. Identify primary personnel by name in each element. Show the
> lines of authority within the organization. If portions of the project
> are to be subcontracted (e.g., design of an energy conservation
> system), identify the subcontracted function, and which element of the
> contractor\'s organization will manage the subcontract(s).
>
> \$ **Risk/Responsibility Matrix.** The contractor shall complete and
> submit with its Final Proposal a final responsibility matrix detailing
> its proposed approach or method to address each area in the
> Risk/Responsibility Matrix. Final Proposal submission of this
> Risk/Responsibility Matrix should reflect revisions based on results
> of agency discussions and agreements with the contractor on the
> Risk/Responsibility Matrix it submitted in the Initial Proposal. The
> Risk/Responsibility Matrix is provided by DOE to agency personnel for
> use during their projects, and is available from the Contracting
> Officer or her COR. Its format and content changes as appropriate. The
> agency will review and provide comments, as required, on its
> assessment of the contractor and agency roles and responsibilities
> based on this contractor submittal. The Contractor shall submit a
> Final Proposal Risk/Responsibility Matrix based on agency comments and
> requests.
>
> \$ **Operations, Maintenance, Repair and Replacement**. Show the
> organization structure and describe the approach for performance of
> the delivery order\'s operations, maintenance and repair and
> replacement requirements.
>
> \$ **ECM Training**. Describe in detail how training for each ECM will
> be provided for Government personnel. Approach should be customized
> depending on the level of Operations and Maintenance responsibility to
> be assumed by Government personnel.
>
> **H.24.2 [Format for Price Proposal]{.underline}:**
>
> Based on the DES results, the selected contractor shall submit a
> completed Schedule DO-1 (Final), reflecting the contractor\'s DES
> annual cost savings \[Schedule DO-1 (Final), column (a)\]. The
> selected
>
> contractor shall submit as part of his final proposal a copy of the
> detailed energy survey findings, data, and calculations used to
> support the Schedule DO-1 (Final). The instructions and format for the
> Schedule DO-1 (Final) are provided below.
>
> The selected contractor shall also resubmit Schedules DO-2, DO-3, and
> DO-4 reflecting changes as a result of the DES. (Refer to Section
> H.21(e) for descriptions of these schedules.)
>
> The **Contractor/Offeror shall provide adequate supporting
> documentation for the Final Proposal implementation and performance
> period pricing submitted in Schedules D0-2 and DO-3 for the final
> proposal, to include whatever detail is pertinent to the specific
> project.** This information is required as proposal backup to permit
> evaluation of price reasonableness for the scope of the project
> proposed. (If inflation is included in the calculations, an
> explanation of the method used and rationale therefore must be
> provided.) The following provides what is considered a minimum level
> of detail required to meet the requirement of adequate supporting
> documentation.
>
> Supporting documentation shall be organized by the chronology of
> proposed contractor work as follows:
>
> **Section 1 - Summarize Project level Expenses from Project
> Development through DO Award (no ECM breakout required) to include:**
>
> **-** DES (labor hours and cost delineated by general rate categories)
>
> \- Pre-Design (labor hours and cost delineated by general rate
> categories)
>
> \- Project Management (labor hours and cost delineated by general rate
> categories)
>
> \- Subcontracts (delineated by subcontractor)
>
> \- Travel and Expenses
>
> **- Total Expenses through DO Award**
>
> **Section 2 - Summarize Implementation Period Pricing allocated by ECM
> (project level implementation expenses shall be allocated to ECMs by
> appropriate method) to include:**
>
> \- Equipment/Material (delineated by ESCO and subcontractors**)**
>
> \- Post DO Award Design (labor hours and cost delineated by general
> rate categories)
>
> \- Project Management (labor hours and cost delineated by general rate
> categories)
>
> \- Installation Labor (delineated by ESCO and subcontractors)
>
> \- Testing (delineated by ESCO and subcontractors)
>
> \- Commissioning (delineated by ESCO and subcontractors)
>
> \- M&V (delineated by ESCO and subcontractors)
>
> \- Other (e.g. bonds, quality/safety compliance, training,
> documents/submittals)
>
> **Section 3 - Summarize Performance Period Expenses by Project
> (aligned with proposed DO-3 line item expenses) to include, as
> applicable:**
>
> \- Project Management (delineated by material and labor)
>
> \- Operations (delineated by material and labor)
>
> \- Maintenance (delineated by material and labor)
>
> \- Repair & Replacement (delineated by material and labor)
>
> \- M&V (delineated by material and labor)
>
> \- Other (delineated by material and labor)

Labor Hours Cost shall be delineated by general rate categories.

Support provided for proposed subcontractor efforts, if based on and
evidenced by competitive quotations, need not be supported in any
greater detail, unless the low bids are not proposed for use in the
delivery order project, and/or unless otherwise required by the DO RFP.

> The Contractor/Offeror shall likewise provide adequate supporting
> documentation for the estimated annual cost savings submitted in
> Schedule DO-4, to include whatever detail is pertinent to the specific
> project.
>
> Further, the Contractor/Offeror shall indicate the elements of
> indirect expense included in the proposed markups for the specific
> delivery order project.
>
> Schedule DO-5 shall also be provided as part of the final proposal.
> The instructions and format for Schedule DO-5 are also provided below.
>
> [Schedule DO-1 (Final)]{.underline} C Guaranteed Annual Cost Savings
> and Annual Contractor Payments
>
> Schedule DO-1 (Final) shall be submitted to present the selected
> contractor\'s guaranteed annual energy savings, annual contractor
> payments and annual cancellation ceilings. Based on the detailed
> energy survey results, the selected contractor only shall submit a
> completed Schedule DO-1 (Final), reflecting the contractor\'s
> guaranteed annual cost savings in column (b). The selected contractor
> shall submit a copy of the detailed energy survey findings, data, and
> calculations used to support Schedule DO-1 (Final) with the DO-1
> (Final) submission.
>
> The contractor shall receive monthly payments based on the negotiated
> annual fixed payment schedule, as established in the Schedule
> DO-1(Final), column (c), and included in the delivery order award.
> This represents the delivery order price and will be supported by the
> information submitted in the other DO Schedules submitted with the
> delivery order proposal, originally or as revised as part of the DES.
>
> [Schedule DO-5 C Annual Cancellation Ceiling Schedule]{.underline}
>
> Schedule DO-5 shall be submitted for all final delivery order project
> proposals. Column (b) of Schedule DO-5, \"Total Cancellation
> Ceiling,\" is a presentation of proposed, and later negotiated, annual
> cancellation ceilings to establish the maximum termination liability
> in the event of contract cancellation or termination. Actual
> termination charges will be negotiated as part of any cancellation or
> termination settlement, per established FAR requirements. Column (a)
> of Schedule DO-5, \"Outstanding Capital Investment,\" is a fixed
> subset of the Total Cancellation Ceiling in Column (b). It constitutes
> the remaining unamortized principal on Total Amount Financed for each
> time period specified in the Schedule DO-5, plus any prepayment
> charges as negotiated and included in the pricing (including
> financing) of the project.
>
> All of the above schedules are provided in Part III, Section J,
> Attachment 4 to this contract.

**H.24.3** **Government Response to Final Proposal**

Within thirty (30) days of submission of the contractor\'s final
proposal, the Government will complete its review and provide comments
to the contractor.

**H.25 FINAL PROPOSAL EVALUATION FOR GOVERNMENT IDENTIFIED DELIVERY
ORDER ECM PROJECTS**

Proposals will be evaluated using the criteria specified herein.
Proposals will be evaluated using factors in two (2) categories,
technical and price. Technical Evaluation Factors are more important
than Price Evaluation Factors. The Government is more concerned about
obtaining superior technical features (e.g., comprehensive technical
proposals) than making an award at the lowest cost to the Government.
However, the Government will NOT make an award at a price premium it
considers disproportionate to the benefits associated with a technically
superior proposal, nor where the price proposal does not substantiate
the technical approach and estimated savings. **Therefore, the
Government will select the contractor whose proposal is the best value
to the Government to perform the delivery order, based on technical AND
price evaluations**. Awards after selection will be conditioned upon the
selected contractor meeting the preaward requirements as specified in
the provision at Section H.26.

> **H.25.1 [Technical Evaluation Factors]{.underline}**
>
> Factor 1 C ECM Descriptions & Projected Energy Savings
>
> Factor 2 C Energy Baseline & ECM Performance Measurement
>
> Factor 3 C Management Approach

Factors 1 and 2 are most important and Factor 3 is least important.

> **A. [Factor 1]{.underline}** [C **ECM Descriptions and Proposed
> Energy Savings**]{.underline}
>
> Each offeror will be evaluated on his/her demonstrated capability to
> provide each of the site specific required technology categories and
> ability to accurately project energy savings. Elements to be evaluated
> include:
>
> 1\. The proven technical feasibility, reasonableness, and
> acceptability of the proposed ECMs
>
> 2\. The level and reasonableness of the proposed energy savings
>
> 3\. Verification that the energy analysis is based on sound
> assumptions and engineering principles; verification that impacts on
> Government facilities and operations are acceptable and reasonable;
> the suitability and service life of selected equipment for each
> proposed ECM; proposed environmental impacts are adequately addressed;
> and verification that proposed project implementation schedules are
> realistic and reasonable.
>
> **B. [Factor 2 C Energy Baseline and ECM Performance
> Measurement]{.underline}**
>
> Offerors will be evaluated on the following measurement elements and
> capabilities:
>
> 1\. The baseline and M&V plan demonstrates a clear understanding of
> compliance with M&V protocols.
>
> 2\. Verification that the sampling and data collection plans are
> acceptable and reasonable and that they are based on proposed ECMs
>
> 3\. Methods to establish pre and post-installation conditions and
> determine energy savings are adequate and reasonable
>
> 4\. Periodic measurement approaches for ECMs and facility performance
> are adequate and reasonable to provide assurance of continued
> effective monitoring of ECM performance.
>
> **C. [Factor 3 ]{.underline}**[C **Management Approach**]{.underline}
>
> Each offeror will be evaluated on the following elements of site
> management capabilities: the proposed organization to manage and
> accomplish the proposed ECMs is well suited and addresses all key
> elements to ensure successful project implementation and maintenance
> of ECM performance; offeror\'s organization structure is adequate to
> provide required operation and maintenance of installed ECMs, whether
> operation and maintenance is done by the contractor or by the
> Government; and offeror\'s training plan is appropriate and suitable
> for the proposed level of Government O&M responsibility.
>
> **H.25.2 Price Proposal Evaluation Factors**
>
> Price proposals will be evaluated to assess:
>
> \(a\) The completeness and traceability of the proposed price (i.e.
> sum of annual contractor payments) to the offeror\'s technical
> approach to and understanding of the ECM project proposed.
>
> \(b\) The reasonableness as well as realism of the proposed price
> (payments), relative to the technical project proposed, and the
> estimated savings indicated as achievable, based on an evaluation of
> the DO Schedules submitted by the offeror, as well as the pricing
> detail provided to support them.
>
> \(c\) That guaranteed annual energy cost savings exceed the annual
> contractor payment for each year of the performance period.

\(d\) That the mark-up(s) and added premiums proposed for the project
are in accordance with the negotiated maximums for the contractor, as
identified in Schedules B-1 and B-2. (See Part III, Section J,
Attachment 3.)

The price proposal will not be point scored.

> Unless otherwise specified in the DO RFP, if the Schedule DO-1(Final)
> guaranteed annual cost savings are less than 90% of Schedule
> DO-1(Initial) estimated annual cost savings contained in the
> contractor\'s Initial Proposal, then the Government may select the
> next ranked contractor\'s proposal for award (for
> Government-Identified process projects), where award is again subject
> to meeting the preaward requirements. If the Government selects the
> next ranked contractor\'s proposal, the Government shall not be
> responsible for any costs incurred by the previously selected
> contractor as a result of this delivery order requirement and
> procedure.
>
> Even if the Schedule DO-1(Final) guaranteed annual cost savings are
> within the specified percentage of the estimated annual cost savings
> and negotiations are necessary, the Government may select the next
> ranked contractor\'s proposal, if the selected contractor does not
> negotiate in good faith. In these cases, the Government shall not be
> responsible for any costs incurred, such as proposal preparation costs
> or the costs incurred in conducting the detailed survey.

**H.26 PREAWARD REQUIREMENTS**

> 1\. Pre-Award Requirements - Project Financing by Contractor for
> Delivery Orders:
>
> \(a\) If the selected contractor is to provide its own financing for
> project execution, the selected contractor shall have up to \[*time
> specified in delivery order*\], from Government\'s acceptance of the
> Detailed Energy Survey, Guaranteed Annual Cost Savings \[Schedule
> DO-1(Final)\], to provide evidence of surety\'s commitment for bonding
> of proposed delivery order\'s building(s) and site per paragraph H.17.
>
> \(b\) Should the selected contractor fail, within the specified
> timeframe, to provide acceptable evidence of bonding capability, the
> Government may determine the offer not acceptable.
>
> 2\. Pre-Award Requirements - Project Financing by Third Party:
>
> \(a\) If the selected contractor requires third party financing for
> project execution, the selected contractor shall have up to \[*time
> specified in delivery order*\], from Government\'s acceptance of the
> Detailed Energy Survey, Guaranteed Annual Cost Savings (Schedule DO-1,
> Final), to provide for delivery order projects proposed: (1) proof of
> financing commitment; and (2) evidence of surety\'s commitment for
> bonding per H.17.
>
> \(b\) Proof of financing shall be provided by written statement(s)
> from the financier(s), signed by authorized corporate officer(s)
> indicating a firm commitment of funds for project financing.
>
> \(c\) The Government recognizes the unique aspects of third party
> financing of energy savings performance contracts. The Government is
> willing to discuss and consider third party financier needs for any
> notification(s) during the delivery order term. (See also Section
> H.18, Protection of Financier\'s Interest.)
>
> \(d\) Should the selected contractor fail, within the specified
> timeframe, to provide proof of financing commitment and acceptable
> evidence of bonding capability, the Government may determine the offer
> not acceptable.

**[PART II C CONTRACT CLAUSES]{.underline}**

**SECTION I C CONTRACT CLAUSES**

**FAR 52.252‑2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)**

This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available. The
provisions incorporated by reference are both Federal Acquisition
Regulation (FAR) clauses and Department of Energy Acquisition Regulation
(DEAR) clauses. All of these provisions are available on the Internet,
in full text, at: http://farsite.hill.af.mil/vffar1.htm, and
http://farsite.hill.af.mil/vfdoe1.htm respectively.

[Clause No.]{.underline} [Clause Name]{.underline}

> 52.202‑1 DEFINITIONS (OCT 1995), ALTERNATE I (APR 1984)
>
> This FAR clause, 52-202-1, is hereby modified by substituting the
> following for paragraph (a) of the clause:
>
> \(a\) \"Head of Agency\" means the Secretary, Deputy Secretary or
> Under Secretary of the Department of Energy and the Chairman, Federal
> Energy Regulatory Commission.
>
> This same clause is further modified by substituting the following for
> paragraph (c) of this clause:
>
> \(c\) The term \"DOE\" means the Department of Energy and \"FERC\"
> means the Federal Energy Regulatory Commission.

52.203‑3 GRATUITIES (APR 1984)

> 52.203‑5 COVENANT AGAINST CONTINGENT FEES (APR 1984)
>
> 52.203‑6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
> (JUL 1995)
>
> 52.203‑7 ANTI‑KICKBACK PROCEDURES (JUL 1995)
>
> 52.203‑10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY
> (JAN 1997)
>
> 52.203‑12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
> TRANSACTIONS (JUN 1997)
>
> 52.204-5 WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS )
>
> (MAY 1999)
>
> 52.204-6 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (JUN 1999)

6.  PROTECTING THE GOVERNMENT\'S INTEREST WHEN

> SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR
> DEBARMENT (JUL 1995)
>
> 52.219‑8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2000)
>
> 52.219‑9 SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2000)
>
> 52.219‑16 LIQUIDATED DAMAGES‑SUBCONTRACTING PLAN (JAN 1999)
>
> 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)
>
> 52.222‑3 CONVICT LABOR (AUG 1996)
>
> 52.222‑4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME
> COMPENSATION (SEP 2000)
>
> 52.222‑26 EQUAL OPPORTUNITY (FEB 1999)
>
> 52.222‑35 AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE
> VIETNAM ERA (APR 1998)
>
> 52.222‑36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)
>
> 52.222‑37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS
> OF THE VIETNAM ERA (JAN 1999)
>
> 52.223‑6 DRUG‑FREE WORKPLACE (JAN 1997)
>
> 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (OCT 2000)
>
> 52.225-11 BUY AMERICAN ACT - BALANCE OF PAYMENTS PROGRAM -
> CONSTRUCTION MATERIAL UNDER TRADE AGREEMENTS (FEB 2000)
>
> 52.227‑1 AUTHORIZATION AND CONSENT (JUL 1995)
>
> 52.227‑2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
> INFRINGEMENT (AUG 1996)
>
> 52.228‑5 INSURANCE C WORK ON A GOVERNMENT INSTALLATION (JAN 1997)
>
> 52.229‑3 FEDERAL, STATE AND LOCAL TAXES (JAN 1991)
>
> 52.229‑5 TAXES ‑ CONTRACTS PERFORMED IN THE U.S. POSSESSIONS OR PUERTO
> RICO (APR 1984)
>
> 52.232‑17 INTEREST (JUN 1996)
>
> 52.232‑23 ASSIGNMENT OF CLAIMS (JAN 1986)
>
> 52.233‑1 DISPUTES (DEC 1998), ALTERNATE I (DEC 1991)
>
> 52.233‑3 PROTEST AFTER AWARD (AUG 1996)
>
> 52.236‑13 ACCIDENT PREVENTION (NOV 1991)
>
> 52.242-13 BANKRUPTCY (JUL 1995)
>
> 52.244‑5 COMPETITION IN SUBCONTRACTING (DEC 1996)
>
> 52.249-2 TERMINATION FOR CONVENIENCE OF GOVERNMENT (FIXED PRICE) (SEP
> 1996)
>
> 952.227-13 PATENT RIGHTS C ACQUISITION BY THE GOVERNMENT (SEP 1997)

952.208-70 PRINTING (APR 1984)

> 952.209-72 ORGANIZATIONAL CONFLICTS OF INTEREST (JUN 1997)
>
> 970.5204-2 INTEGRATION OF ENVIRONMENT, SAFETY AND HEALTH INTO WORK
> PLANNING AND EXECUTION (JUN 1997)
>
> 970.5204-59 WHISTLEBLOWER PROTECTION FOR CONTRACTOR
>
> EMPLOYEES (APR 1999)

THE FOLLOWING CLAUSES ARE APPLICABLE TO

THE CONSTRUCTION PHASE(S) OF THE CONTRACT AND DELIVERY ORDERS

> 52.222‑6 DAVIS‑BACON ACT (FEB 1995)
>
> 52.222‑7 WITHHOLDING OF FUNDS (FEB 1988)
>
> 52.222‑8 PAYROLLS AND BASIC RECORDS (FEB 1988)
>
> 52.222‑9 APPRENTICES AND TRAINEES (FEB 1988)
>
> 52.222‑10 COMPLIANCE WITH COPELAND ACT REQUIREMENTS (FEB 1988)
>
> 52.222‑11 SUBCONTRACTS (LABOR STANDARDS) (FEB 1988)
>
> 52.222‑12 CONTRACT TERMINATION C DEBARMENT (FEB 1988)
>
> 52.222‑13 COMPLIANCE WITH DAVIS‑BACON AND RELATED ACT REGULATIONS (FEB
> 1988)
>
> 52.222‑14 DISPUTES CONCERNING LABOR STANDARDS (FEB 1988)
>
> 52.222‑15 CERTIFICATION OF ELIGIBILITY (FEB 1988)
>
> 52.222-27 AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR CONSTRUCTION
> (FEB 1999)
>
> 52.227‑4 PATENT INDEMNITY C CONSTRUCTION CONTRACTS (APR 1984)
>
> 52.228-2 ADDITIONAL BOND SECURITY (OCT 1997)
>
> 52.236‑2 DIFFERING SITE CONDITIONS (APR 1984)
>
> 52.236‑3 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK
> (APR 1984)
>
> 52.236-5 MATERIAL AND WORKMANSHIP (APR 1984)
>
> 52.236-6 SUPERINTENDENCE BY THE CONTRACTOR (APR 1984)
>
> 52.236‑7 PERMITS AND RESPONSIBILITIES (NOV 1991)
>
> 52.236‑8 OTHER CONTRACTS (APR 1984)
>
> 52.236‑9 PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT,
> UTILITIES AND IMPROVEMENTS (APR 1984)
>
> 52.236‑10 OPERATIONS AND STORAGE AREAS (APR 1984)
>
> 52.236-11 USE AND POSSESSION PRIOR TO COMPLETION (APR 1984)
>
> 52.236‑12 CLEANING UP (APR 1984)
>
> 52.236-14 AVAILABILITY AND USE OF UTILITY SERVICES (APR 1984)
>
> 52.236‑15 SCHEDULES FOR CONSTRUCTION CONTRACTS (APR 1984)

52.236-21 SPECIFICATION AND DRAWINGS FOR CONSTRUCTION (FEB 1997)

> 52.243‑4 CHANGES (AUG 1987)
>
> 52.246-13 INSPECTION - DISMANTLING, DEMOLITION, OR REMOVAL OF
> IMPROVEMENTS (AUG 1996)
>
> 52.246-19 WARRANTY OF SYSTEMS AND EQUIPMENT UNDER PERFORMANCE
> SPECIFICATIONS OR DESIGN CRITERIA (DEC 1989) C ALTERNATE III (DEC
> 1989)
>
> 52.246-21 WARRANTY OF CONSTRUCTION (MAR 1994)
>
> 52.249‑10 DEFAULT (FIXED PRICE CONSTRUCTION) (APR 1984)

THE FOLLOWING CLAUSES ARE APPLICABLE TO

THE SERVICES PHASE(S) OF THE CONTRACT AND DELIVERY ORDERS

> 52.222‑41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (MAY 1989)
>
> 52.222‑42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)
>
> 52.222‑43 FAIR LABOR STANDARD ACT AND SERVICE CONTRACT ACT - PRICE
> ADJUSTMENTS (MULTIPLE YEAR AND OPTION CONTRACT) (MAY 1989)
>
> 52.227‑3 PATENT INDEMNITY (APR 1984)
>
> 52.232‑1 PAYMENTS (APR 1984)
>
> 52.232‑8 DISCOUNTS FOR PROMPT PAYMENT (MAY 1997)
>
> 52.232‑25 PROMPT PAYMENT (JUN 1997)
>
> 52.243‑1 CHANGES C FIXED PRICE (AUG 1987) ALTERNATE I (APR 1984)
>
> 52.246-25 LIMITATION OF LIABILITY C SERVICES (FEB 1997)
>
> 52.249-8 DEFAULT (FIXED PRICE SUPPLY AND SERVICES) (APR 1984)

PART III C LIST OF DOCUMENTS, EXHIBITS

AND OTHER ATTACHMENTS

[PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER
ATTACHMENTS]{.underline}

SECTION J C LIST OF ATTACHMENTS

Table of Contents

[Attachment]{.underline} [Title]{.underline}

1 [DEFINITIONS OF TERMS APPLICABLE TO THIS CONTRACT]{.underline}

2 [SAMPLE REPORTING REQUIREMENTS CHECKLIST FOR DELIVERY
ORDERS]{.underline}

3 [CONTRACT B SCHEDULES]{.underline}

Schedule B-1 IDIQ Contract Maximum Markups

Schedule B-2 IDIQ Contract Maximum Added Premiums

4 [DELIVERY ORDER (DO) SCHEDULES]{.underline}:

> DO-1 (Initial) Proposed Guaranteed Annual Cost Savings and Annual
> Contractor Payments
>
> DO-1 (Final) Guaranteed Annual Cost Savings and Annual Contractor
> Payments
>
> DO-2 Implementation Price by ECM
>
> DO-3 Performance Period Cash Flow
>
> DO-4 First Year Energy and Cost Savings by ECM, Technology Category,
> and Delivery Order

DO-5 Annual Cancellation Ceiling Schedule

5 [ESPC CONTRACT RISK/RESPONSIBILITY MATRIX]{.underline}

6 [CONTRACTOR SUBCONTRACTING PLAN]{.underline}

#### DEFINITIONS OF TERMS APPLICABLE TO THIS CONTRACT

> **Adjusted Energy Baseline.** An Energy Baseline that has been
> adjusted to compensate for factors that would have changed energy
> consumption in the absence of any energy conservation measures (i.e.,
> factors affecting baseline energy use beyond the contractor=s
> control). Examples of such factors include increases or decreases in
> conditioned or illuminated space, changes in occupancy or building
> use, facility renovation, or extremes in weather.
>
> **Acceptance of Implementation Phase.** The term acceptance means an
> authorized representative of the Government has inspected and accepted
> the contractor-installed energy conservation measures, and that these
> installed energy conservation measures are operational and comply with
> the delivery order\'s performance requirements and specifications.
> Government acceptance shall not relieve the Contractor from
> responsibility for continued compliance with delivery order
> requirements during the delivery order\'s term.
>
> **Added Premium.** The Added Premium is the number of basis points
> (basis point=1/100 of a percentage point) that, when added to the
> index rate from an applicable financial index for a delivery order
> project, equals the total Project Interest Rate (a fixed annual
> percentage). The entity providing the capital to finance a project,
> which may be the Contractor or a third party, can recover financing
> expenses and return on investment either in the added premium or as a
> separate Financing Procurement Price. In most cases, contractors use
> project financing capital from third party financiers, and the added
> premium is a pass-through expense from the third party financier. In
> such cases, the Contractor may recover the cost of arranging
> third-party financing through the Financing Procurement Price in
> Schedule D0-3. The total Project Interest Rate charged for project
> financing cannot therefore exceed the applicable index rate plus the
> applicable maximum added premium from Schedule B-2, excluding
> financing fees/financing procurement cost included in the Financing
> Procurement Price for third-party financed delivery order projects.
>
> **Annual Energy Audit.** The term annual energy audit means a
> procedure including, but not limited to, verification of the
> achievement of guaranteed energy cost savings and energy unit savings,
> resulting from implementation of energy conservation measures and a
> determination of whether an adjustment to the energy baseline is
> justified by conditions beyond the Contractor\'s control. Also known
> as AAnnual Measurement & Verification Report@.
>
> **Applicable Financial Index.** The financial index upon which the
> project interest rate for a delivery order project is based is the
> first component of such an interest rate. This term then, as used in
> the contract, applies to any financial index that is available and
> usable as a basis/\"floor\" upon which added premiums allowed by
> Schedule B-2 of the contract may be applied, and therefore applicable
> to the project for which it is proposed as a basis for the Project
> Interest Rate. This index may be any acceptable market index in effect
> at the time of a delivery order project for which it is proposed, to
> include U.S. Government Treasury, Swap Rate, etc.
>
> **Contractor-Identified ECM Project** is an ECM project
> identified/developed by one of the multiple awardee IDIQ contractors
> and accepted by their applicable DOE COR and an agency.
>
> **Contracting Officer (CO) and Contracting Officer\'s Representative
> (COR)**. The following four definitions are provided to discriminate
> between the DOE and Agency CO and COR representatives:
>
> **DOE Contracting Officer or Contracting Officer** refers to the DOE
> CO, responsible
>
> for the administration of the IDIQ contracts.

**Contracting Officer\'s Representative** refers to the DOE COR,
responsible for

> providing technical direction and administration of the IDIQ
> contracts.
>
> **Agency Contracting Officer** refers to the ordering agency CO,
> responsible for award and administration of delivery orders against
> the IDIQ contracts.
>
> **Agency Contracting Officer\'s Representative COR** refers to the
> ordering agency COR, responsible for technical direction and
> administration of the delivery orders issued against the IDIQ
> contracts.
>
> **Construction Finance Charges.** Construction finance charges are the
> contractor\'s costs of financing the construction/installation price
> or cost of construction. A contractor may not require construction
> financing for a specific delivery order. If a contractor does not
> require construction financing for a specific delivery order, this
> cost element would be zero. This cost element should be included in
> Financing Procurement Price on DO-3 (not as a direct cost or
> implementation expense).
>
> **Delivery Order.** The document that provides the details and
> requirements (over and above those already in the IDIQ contract or in
> addition to or different than them) for delivery of property and
> services within the scope of the delivery order.
>
> **Delivery Order Term**. The term of a Delivery Order contract issued
> against a DOE Super ESPC contract is defined as the sum of the
> Implementation and Performance Periods negotiated and identified in
> Schedule DO-1 (Final). The maximum Delivery Order (DO) term is 25
> years from Delivery Order award.
>
> **Delivery Order Project**. The complete package of ECMs included in a
> delivery order for a facility or agency. Investment and project
> financing is provided by the ESCO to implement an ECM Project, which
> includes aggregation or bundling of individual ECMs, resulting in
> energy and energy-related savings to the facility.
>
> **Detailed Energy Survey.** The term Detailed Energy Survey means a
> procedure which may include, but is not limited to, a detailed
> analysis of the energy cost savings and energy unit savings potential,
> building conditions, energy consumption, and hours of use or occupancy
> for a facility, for the purpose of preparing final technical and price
> proposals.
>
> **Energy Baseline**. The term \"energy baseline\" means the amount of
> energy that would have been consumed annually without implementation
> of energy conservation measures based on historical metered data,
> engineering calculations, sub metering of buildings, or energy
> consuming systems, building load simulation models, statistical
> regression analysis, or some combination of these methods.
>
> **Energy Conservation Measure.** Measures that are applied to an
> existing Federally-owned building or facility that improves energy
> efficiency, are life cycle cost effective under 10 Code of Federal
> Regulations Part 436, Subpart A, and involve energy conservation,
> cogeneration facilities, renewable energy sources, improvements in
> operation and maintenance efficiencies, or retrofit activities. ECM is
> interpreted to include measures that result in energy and/or
> energy-related cost savings that may not necessarily improve energy
> efficiency.
>
> **Energy Cost Savings.** A reduction in the cost of energy and related
> operation and maintenance expenses from a base cost established
> through a methodology set forth in an energy savings performance
> delivery order, utilized in an existing Federally-owned building or
> other Federally-owned facilities as a result of: (1) the lease or
> purchase of operating equipment, improvements,
>
> altered operations and maintenance, or technical services; or (2) the
> increased efficient use of existing energy sources by cogeneration or
> heat recovery.
>
> **Energy-Related Cost Savings.** Energy-related cost savings are
> reductions in expenses (other than energy costs) related to
> energy-consuming equipment, generally affecting operations,
> maintenance, renewal, or repair expenses of equipment . \[See also
> recurring energy-related cost savings and nonrecurring energy-related
> cost savings.\]
>
> **Estimated Energy Cost Savings**. Estimated energy cost savings are
> the contractor-estimated energy cost savings in dollars per year for
> each ECM, and equal the estimated energy savings multiplied by the
> established energy prices in appropriate units. For ECMs with multiple
> energy type impacts, energy cost savings equals the sum of the
> products of the energy savings by energy type and established energy
> prices. The established energy prices are based on the energy tariffs
> or rate schedules provided in the solicitation and the estimated ECM
> energy and demand reductions, and therefore may vary by ECM. Since
> energy cost savings occur each year after ECMs are implemented, they
> are a recurring cost savings. Estimated energy cost savings by ECM are
> entered into Schedule DO-4, column (e).
>
> **Financing Procurement Price**. The financing procurement price is
> the price offered by the contractor for the service of arranging the
> project financing, obtaining any required payment and performance
> bonds, and providing construction phase financing.
>
> **Geothermal Heat Pump** is an electrically driven mechanical device
> which absorbs the natural heat storage ability of the earth or the
> earth's groundwater at one location and transfers it to another.
>
> **Government-Identified Delivery Order Project** is a project
> initiated by a Federal agency\'s release of a DO RFP to multiple
> awardee IDIQ contractor(s).
>
> **Guaranteed Annual Cost Savings**. The guaranteed annual cost savings
> are the levels of annual cost savings the contractor is willing to
> guarantee for a delivery order project. The proposed values for these
> savings appear in Schedule DO-1 (Initial), column (b). After the
> Detailed Energy Survey, the contractor revises the Initial Proposal
> and offers the final values in Schedule DO-1 (Final), column (b). The
> guaranteed annual cost savings must exceed the annual contractor
> payments (Schedule DO-1 (Final), column (c)) in each year of the
> delivery order performance period. For the first interval (generally
> 12 months) after Government acceptance of construction, the contractor
> is paid as if the savings guarantee is being met. The annual energy
> audit establishes actual savings. If actual savings fall short of the
> guarantee, the contractor will pay back the shortfall over the next
> interval by accepting lower payments.
>
> **Implementation Period.** The period between the date of delivery
> order award to the date that all ECMs are operational and accepted by
> the Government. If additional ECMs are added to the delivery order by
> modification, the implementation period for such additional ECMs shall
> be from date of delivery order modification incorporating the
> additional ECMs to the date all additional ECMs are operational and
> accepted by the Government.
>
> **Implementation Period Expenses**. Implementation expenses are the
> DIRECT costs (without contractor mark-ups) of all tasks required to
> install ECMs. Implementation period expenses shall not include any
> indirect costs, financing costs, profit nor any expense incurred
> during the performance period.
>
> **Implementation Period Mark-Ups**. Implementation Period markups are
> the means by which the contractor recovers INDIRECT costs and obtains
> profit during the implementation period. They are established by
> contract Section C.2 Technology Categories. The implementation period
> mark-ups shall not include any direct costs, financing costs, nor any
> indirect costs incurred during the performance period. The IDIQ
> Contract Maximum Mark-ups listed in Schedule B-1 are maximum figures
> and are negotiable downward only for specific delivery order
> proposals. (Also see Multiple Technology Category Projects.)
>
> **Implementation Price.** Implementation period mark-up (M in %),
> Implementation period expense (E in \$), and Implementation price (P
> in \$) are related by the expression P = E x (1 + M/100). Delivery
> order implementation prices are entered in Schedule DO-2 by ECM.
>
> **Indefinite Delivery/Indefinite Quantity (IDIQ) Contract.** A
> contract for property or services that does not procure or specify a
> firm quantity of property or services (other than a minimum and
> possibly a maximum quantity) and that provides for the issuance of
> delivery orders for the delivery of the property and services during
> the specified ordering period of the contract.
>
> **Index Rate**. The index rate is the interest rate for the financing
> period of a specific delivery order project, based on the
> contractor\'s proposed financial index. The Schedule B-2 added premium
> negotiated for a delivery order project is added to this figure.
>
> **Initial Energy Survey.** A procedure which may include, but is not
> limited to, an evaluation of energy cost savings and energy unit
> savings potential, building conditions, energy consuming equipment,
> and hours of use or occupancy, for the purpose of developing initial
> technical and price proposals prior to selection of a contractor for
> performance of a delivery order project in accordance with the
> contract procedures.
>
> **Multiple Technology Category Projects.** If an ECM project has more
> than one technology category, the costs will be broken down into
> technology categories according to Schedule B-1. The mark-up for each
> technology category will be applied to the categorical cost for that
> part of the project and summed to obtain the proposed contractor
> payment.
>
> **Nonrecurring Energy-Related Cost Savings.** Nonrecurring
> energy-related cost savings or \"one-time\" cost savings are realized
> when the government has budgeted and allocated non-capital funds for a
> project to renovate, renew, or repair energy-consuming systems or
> modify them to comply with environmental regulations or other agency
> facility requirements and the Super ESPC delivery order makes the
> expenditure for energy-consuming system renovation, renewal, repair or
> modification unnecessary.
>
> **Outstanding Capital Investment.** Remaining unamortized principal on
> total amount financed plus any prepayment charges for a specific
> delivery order project, as negotiated and specified for each time
> period identified in the Schedule DO-5, \"Annual Cancellation Ceiling
> Schedule.\"
>
> **Performance Period**. The period (typically in years) from the date
> a delivery order project is operational and accepted by the
> Government, to the end of the delivery order\'s contract term. The
> performance period may also be referred to herein as the \"service
> period\".
>
> **Performance Period Expenses.** Performance period expenses are the
> DIRECT costs (without contractor mark-ups) of all tasks required to
> maintain energy savings performance after Government acceptance of
> installed ECMs. Performance period expenses shall not include any
> indirect costs, financing costs, profit nor any expenses incurred
> during the implementation period.
>
> **Performance Period Mark-up.** Performance period mark-up is the
> means by which the contractor recovers INDIRECT costs and obtains
> profit during the performance period. The types of performance period
> expenses that would normally be considered indirect costs include
> overhead,
>
> general and administrative expenses, other indirect cost elements
> associated with tasks required to manage and maintain energy savings
> performance after Government acceptance of installed ECMs. The
> performance period mark-up shall not include any direct costs,
> financing costs, nor any indirect costs incurred during the
> implementation period. The mark-up listed in Schedule B-2 is a maximum
> figure and is negotiable for specific delivery order proposals.
>
> **Performance Period Price.** Performance period mark-ups (M in %),
> performance period expenses (E), and performance period prices (P in
> \$) are related by the expression P = E x (1 + M/100). Delivery order
> performance period prices are entered in Schedule DO-3 for each year
> of the performance period.
>
> **Pre-Performance Period Payments.** Payments made to the contractor
> prior to the commencement of the performance period. These payments
> would typically be identified in year Zero of the Schedule DO-2 and on
> the Schedule DO-3 prior to application of financing.
>
> **Project Floor Space.** Project floor space is the total square
> footage of a building in which ECMs are installed by a contractor, or
> of buildings where energy usage and sources are affected by installed
> ECMs. Project floor space for affected buildings shall be submitted in
> Schedule DO-4.
>
> **Project Interest Rate**. The Contractor\'s proposed added premium,
> when added to the specified financing index rate proposed by the
> Contractor for a specific delivery order project will be the Project
> Interest Rate. (Also see Added Premium.)
>
> **Recurring Energy-Related Cost Savings.** Recurring energy-related
> cost savings are ongoing or annually recurring reductions in
> energy-related expenses that are budgeted and allocated annually,
> i.e., lowered costs for ongoing maintenance, operations and repair.
> These must be \"real\" savings, i.e., there must be an associated
> reduction in money that the Government was currently spending or
> planning to spend. Operations, maintenance, and repair costs for tasks
> currently being performed by the government or by a contractor hired
> by the Government are energy-related cost savings if the ESPC
> contractor assumes the task, reduces the task, or eliminates the task.
> The Government will determine whether an ESPC contractor-proposed task
> assumption, reduction, or elimination will be considered recurring
> energy-related cost savings.
>
> **Technology Category.** ECMs shall be categorized based on the type
> of system and equipment involved in the project. The technology
> categories are indicated in Schedule B-1. The miscellaneous category
> shall be used for applications where the ECMs are not identified by
> the other categories.

SAMPLE REPORTING REQUIREMENTS CHECKLIST

FOR DELIVERY ORDERS

+-----+--------+-------+---------+----+------------------------------+
| SC  |        |       |         |    |                              |
| HED |        |       |         |    |                              |
| ULE |        |       |         |    |                              |
| OF  |        |       |         |    |                              |
| DEL |        |       |         |    |                              |
| IVE |        |       |         |    |                              |
| RAB |        |       |         |    |                              |
| LES |        |       |         |    |                              |
| FOR |        |       |         |    |                              |
| DE  |        |       |         |    |                              |
| LIV |        |       |         |    |                              |
| ERY |        |       |         |    |                              |
| ORD |        |       |         |    |                              |
| ERS |        |       |         |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| I   | Descr  | Freq  | Due     | Co | Delivered to:                |
| tem | iption | uency |         | pi |                              |
|     |        |       |         | es |                              |
+-----+--------+-------+---------+----+------------------------------+
| 1   | Certi  | One   | 15 days | 1  | Agency Contracting Officer   |
|     | ficate | time  | after   |    |                              |
|     | of     |       | award   |    |                              |
|     | Ins    |       | of      |    |                              |
|     | urance |       | d       |    |                              |
|     |        |       | elivery |    |                              |
|     |        |       | order   |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 2   | Perfo  | One   | 30 days | 1  | Agency Contracting Officer   |
|     | rmance | time  | after   |    |                              |
|     | Bond   |       | award   |    |                              |
|     |        |       | of      |    |                              |
|     |        |       | d       |    |                              |
|     |        |       | elivery |    |                              |
|     |        |       | order   |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 3   | P      | One   | 30 days | 1  | Agency Contracting Officer   |
|     | ayment | time  | after   |    |                              |
|     | Bond   |       | award   |    |                              |
|     |        |       | of      |    |                              |
|     |        |       | d       |    |                              |
|     |        |       | elivery |    |                              |
|     |        |       | order   |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 4   | Work   | Mo    | 10 days | 2  | ! Agency Contracting Officer |
|     | Sc     | nthly | before  |    | (1 copy)                     |
|     | hedule |       | work    |    |                              |
|     |        |       | start   |    | ! Agency COR (1 copy)        |
+-----+--------+-------+---------+----+------------------------------+
| 5   | Work - | Per   | 5 days  | 3  | ! Agency Contracting Officer |
|     | O      | occur | before  |    | (1 copy)                     |
|     | utside | rence | work    |    |                              |
|     | Normal |       | start   |    | ! Contracting COR (2 copies) |
|     | Hours  |       |         |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 6   | Design | One   | agency  | 5  | ! Agency Contracting Officer |
|     | &      | time  | specify |    | (1 copy)                     |
|     | Constr |       | due     |    |                              |
|     | uction |       | date    |    | ! Agency COR (2 copies)      |
|     |        |       | based   |    |                              |
|     | P      |       | on      |    |                              |
|     | ackage |       | final   |    |                              |
|     |        |       | p       |    |                              |
|     |        |       | roposal |    |                              |
|     |        |       | and     |    |                              |
|     |        |       | negot   |    |                              |
|     |        |       | iations |    |                              |
|     |        |       |         |    |                              |
|     |        |       | \_\_\_  |    |                              |
|     |        |       | days    |    |                              |
|     |        |       | after   |    |                              |
|     |        |       | DO      |    |                              |
|     |        |       | award   |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 7   | ECM    | One   | With    | 5  | ! Agency Contracting Officer |
|     | Instal | time  | Item 6  |    | (1 copy)                     |
|     | lation |       | above   |    |                              |
|     | Q      |       |         |    | ! Contracting COR (2 copies) |
|     | uality |       |         |    |                              |
|     | c      |       |         |    |                              |
|     | ontrol |       |         |    |                              |
|     | Insp   |       |         |    |                              |
|     | ection |       |         |    |                              |
|     | P      |       |         |    |                              |
|     | rogram |       |         |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 8   | C      | One   | With    | 5  | ! Agencgy Contracting        |
|     | ommiss | time  | item 7  |    | Officer (1 copy)             |
|     | ioning |       |         |    |                              |
|     |        |       | above   |    | -   Agency COR (2 copies)    |
|     | Plan   |       |         |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 9   | Safety | One   | with    | 3  | ! Agency Contracting Officer |
|     | &      | time  | Item 6  |    | (1 copy)                     |
|     | Health |       | above   |    |                              |
|     | Plan   |       |         |    | ! Agency COR (2 copies)      |
+-----+--------+-------+---------+----+------------------------------+
| 10  | Notifi | Per   | 15      | 3  | ! Agency Contracting Officer |
|     | cation | occur | working |    | (1 copy)                     |
|     | of     | rence | days    |    |                              |
|     | U      |       | prior   |    | ! Agency COR (2 copies)      |
|     | tility |       | to      |    |                              |
|     | Interr |       | outage  |    |                              |
|     | uption |       |         |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 11  | Ope    | One   | With    | 6  | ! Agency Contracting Officer |
|     | ration | time  | t       |    | (1 copy)                     |
|     | Work   |       | raining |    |                              |
|     | Pro    |       | class   |    | ! Agency COR (1 master for   |
|     | cedure |       |         |    | reproduction and 4 copies)   |
+-----+--------+-------+---------+----+------------------------------+
| 12  | Maint  | One   | With    | 6  | ! Agency Contracting Officer |
|     | enance | time  | t       |    | (1 copy)                     |
|     | Work   |       | raining |    |                              |
|     | Pro    |       | class   |    | ! Agency COR (1 master for   |
|     | cedure |       |         |    | reproduction and 4 copies)   |
+-----+--------+-------+---------+----+------------------------------+
| 13  | O&M    | One   | With    | 6  | ! Agency Contracting Officer |
|     | M      | time  | t       |    | (1 copy)                     |
|     | anuals |       | raining |    |                              |
|     |        |       | class   |    | ! Agency COR (1 master for   |
|     |        |       |         |    | reproduction and 4 copies)   |
+-----+--------+-------+---------+----+------------------------------+
| 14  | Post-  | One   | Upon    | 6  | ! Agency Contracting Officer |
|     | Instal | time  | ECM     |    | (1 copy)                     |
|     | lation |       | insta   |    |                              |
|     |        |       | llation |    | ! Agency COR (2 copies)      |
|     | M & V  |       | and     |    |                              |
|     | Report |       |         |    | -   DOE COR (1 copy)         |
|     |        |       | commis  |    |                              |
|     |        |       | sioning |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 15  | As     | Per   | 90 days | 3  | ! Agency Contracting Officer |
|     | -built | ECM   | after   |    | (1 copy)                     |
|     | Dr     |       | Govern  |    |                              |
|     | awings |       | ment\'s |    | ! Agency COR (2 copies)      |
|     |        |       | acc     |    |                              |
|     |        |       | eptance |    |                              |
+-----+--------+-------+---------+----+------------------------------+
| 16  | Annual | Ann   | 15 days | 5  | ! Agency Contracting Officer |
|     | M&V    | ually | after   |    | (1 copy)                     |
|     | Report |       | Annual  |    |                              |
|     | on ECM |       | Energy  |    | ! Agency COR (2 copies)      |
|     | Perfo  |       | Audit   |    |                              |
|     | rmance |       |         |    | ! DOE COR (1 copy)           |
+-----+--------+-------+---------+----+------------------------------+

NEGOTIATED CONTRACT B SCHEDULES

[TABLE OF CONTENTS]{.underline}

[SCHEDULE No.]{.underline} [TITLE]{.underline}

B-1 IDIQ Contract Maximum Markups

B-2 IDIQ Contract Maximum Added Premiums

SCHEDULE B-1

+-----+-----------------------------------------------+----------------+
| I   |                                               |                |
| DIQ |                                               |                |
| CO  |                                               |                |
| NTR |                                               |                |
| ACT |                                               |                |
|     |                                               |                |
| M   |                                               |                |
| AXI |                                               |                |
| MUM |                                               |                |
| MA  |                                               |                |
| RK- |                                               |                |
| UPS |                                               |                |
+-----+-----------------------------------------------+----------------+
| T   |                                               | MAXIMUM        |
| ECH |                                               |                |
| NOL |                                               | MARK-UP %      |
| OGY |                                               |                |
| CA  |                                               |                |
| TEG |                                               |                |
| ORY |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.  | Geothermal Heat Pump (GHP)                    | 25             |
| 2.1 |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.  | Conventional HVAC                             | 30             |
| 2.2 |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.  | Building Automation Systems (BAS)/Energy      | 30             |
| 2.3 | Management and Control Systems (EMCS)         |                |
+-----+-----------------------------------------------+----------------+
| C.  | Lighting Improvements                         | 20             |
| 2.4 |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.  | Building Envelope Modifications               | 20             |
| 2.5 |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.  | Electric Motors and Drivers                   | 25             |
| 2.6 |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.  | Appliance/Plug Load Reductions                | 25             |
| 2.7 |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.  | Central Utilities Modifications               | 30             |
| 2.8 |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.  | Water and Sewer Conservation Systems          | 30             |
| 2.9 |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.2 | Electrical Peak Sharing/Load Shifting         | 30             |
| .10 |                                               |                |
+-----+-----------------------------------------------+----------------+
| C.2 | Energy Cost Reduction Through Rate            | 5              |
| .11 | Adjustments                                   |                |
+-----+-----------------------------------------------+----------------+
| C.2 | Proposal Development Energy Surveys           | 30             |
| .12 |                                               |                |
+-----+-----------------------------------------------+----------------+
|     | Performance Period Services                   | 40             |
+-----+-----------------------------------------------+----------------+

The markups indicated in this contract schedule are the negotiated
[MAXIMUM]{.underline} mark-ups which may be applied in price proposals
for all delivery orders against the IDIQ contract during it\'s ordering
period. Markup amounts shall include all indirect cost elements and
profit. The indirect elements of expense in the markups include such
things as overhead, G&A expense, general program marketing and
management, etc. They DO NOT include any direct expenses. The Contractor
shall identify the elements of indirect expense included in the proposed
markups for a specific delivery order project.

SCHEDULE B-2

+--------------+-----------+---------+-----------+---------+--------+
| IDIQ         |           |         |           |         |        |
| CONTRACT     |           |         |           |         |        |
|              |           |         |           |         |        |
| MAXIMUM      |           |         |           |         |        |
| ADDED        |           |         |           |         |        |
| PREMIUMS     |           |         |           |         |        |
+--------------+-----------+---------+-----------+---------+--------+
| *            | **Total   |         |           |         |        |
| *Financing** | Amount    |         |           |         |        |
|              | F         |         |           |         |        |
| **Period\*** | inanced** |         |           |         |        |
+--------------+-----------+---------+-----------+---------+--------+
|              | \< \$500K | \$500K  | \$1M B-   | \$3M B  | \>     |
|              |           | B \$1M  | \$3M      | \$7M    | \$7M   |
+--------------+-----------+---------+-----------+---------+--------+
|              |           |         |           |         |        |
+--------------+-----------+---------+-----------+---------+--------+
| 0-3 years    | 450       | 450     | 400       | 375     | 350    |
+--------------+-----------+---------+-----------+---------+--------+
|              |           |         |           |         |        |
+--------------+-----------+---------+-----------+---------+--------+
| 4-6 years    | 450       | 450     | 400       | 375     | 350    |
+--------------+-----------+---------+-----------+---------+--------+
|              |           |         |           |         |        |
+--------------+-----------+---------+-----------+---------+--------+
| 7-10 years   | 450       | 450     | 400       | 375     | 350    |
+--------------+-----------+---------+-----------+---------+--------+
|              |           |         |           |         |        |
+--------------+-----------+---------+-----------+---------+--------+
| 11-15 years  | 550       | 500     | 400       | 375     | 350    |
+--------------+-----------+---------+-----------+---------+--------+
| 16-25 years  | 600       | 550     | 400       | 375     | 350    |
+--------------+-----------+---------+-----------+---------+--------+

This schedule provides the negotiated MAXIMUM Added Premiums, as the
number of basis points (basis point=1/100 percentage points), that may
be added by the Contractor to an index (as identified by financial
index, source and date in Schedule D0-3 of a delivery order project
proposal), to arrive at the total Project Interest Rate for a specific
delivery order project issued against this contract. The Added Premiums
may not exceed the maximum values provided above for the corresponding
financing period and total amount financed for specific delivery order
projects. The actual total Project Interest Rate for a specific delivery
order project will therefore be based on the index rate and the
negotiated added premium for that project.

DELIVERY ORDER (DO) SCHEDULES

[TABLE OF CONTENTS]{.underline}

[Schedule Number]{.underline} [Title]{.underline}

DO-1 (Initial) Proposed Guaranteed Annual Cost Savings and Annual
Contractor Payments

DO-1 (Final) Guaranteed Annual Cost Savings and Annual Contractor
Payments

DO-2 Implementation Price by ECM

DO-3 Performance Period Cash Flow

DO-4 First Year Energy and Cost Savings by ECM, Technology Category, and
Delivery Order

DO-5 Annual Cancellation Ceiling Schedule

+----------+-------------------+-------------------+------------------+
| Schedule |                   |                   |                  |
| DO-1     |                   |                   |                  |
| (        |                   |                   |                  |
| Initial) |                   |                   |                  |
|          |                   |                   |                  |
| Proposed |                   |                   |                  |
| Gu       |                   |                   |                  |
| aranteed |                   |                   |                  |
| Annual   |                   |                   |                  |
| Cost     |                   |                   |                  |
| Savings  |                   |                   |                  |
| and      |                   |                   |                  |
| Annual   |                   |                   |                  |
| Co       |                   |                   |                  |
| ntractor |                   |                   |                  |
| Payments |                   |                   |                  |
|          |                   |                   |                  |
| If       |                   |                   |                  |
| selected |                   |                   |                  |
| the      |                   |                   |                  |
| Co       |                   |                   |                  |
| ntractor |                   |                   |                  |
| shall    |                   |                   |                  |
| complete |                   |                   |                  |
| the      |                   |                   |                  |
| inst     |                   |                   |                  |
| allation |                   |                   |                  |
| of all   |                   |                   |                  |
| proposed |                   |                   |                  |
| ECMs not |                   |                   |                  |
| later    |                   |                   |                  |
| th       |                   |                   |                  |
| an\_\_\_ |                   |                   |                  |
| \_\_\_\_ |                   |                   |                  |
| \_\_\_\_ |                   |                   |                  |
| months   |                   |                   |                  |
| after    |                   |                   |                  |
| delivery |                   |                   |                  |
| award.   |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
|          | Delivery Order    | Contractor Name:  | Project Site:    |
|          | No.:              |                   |                  |
+----------+-------------------+-------------------+------------------+
| Per      | \(a\)             | \(b\)             | \(c\)            |
| formance |                   |                   |                  |
|          | Initial Estimated | Proposed          | Annual           |
| Period   |                   |                   |                  |
|          | Annual            | Guaranteed        | Contractor       |
| Year     |                   |                   |                  |
|          | Cost Savings      | Annual            | Payments         |
|          |                   |                   |                  |
|          | \$                | Cost Savings      | \$               |
|          |                   |                   |                  |
|          |                   | \$                |                  |
+----------+-------------------+-------------------+------------------+
|          |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
|          |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
|          |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| ZERO     |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| ONE      |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TWO      |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| THREE    |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| FOUR     |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| FIVE     |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| SIX      |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| SEVEN    |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| EIGHT    |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| NINE     |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TEN      |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| ELEVEN   |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TWELVE   |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| THIRTEEN |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| FOURTEEN |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| FIFTEEN  |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| SIXTEEN  |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| S        |                   |                   |                  |
| EVENTEEN |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| EIGHTEEN |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| NINETEEN |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TWENTY   |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TW       |                   |                   |                  |
| ENTY-ONE |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TW       |                   |                   |                  |
| ENTY-TWO |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TWEN     |                   |                   |                  |
| TY-THREE |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TWE      |                   |                   |                  |
| NTY-FOUR |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TWE      |                   |                   |                  |
| NTY-FIVE |                   |                   |                  |
+----------+-------------------+-------------------+------------------+
| TOTALS   | \$ --             | \$ --             | \$ --            |
+----------+-------------------+-------------------+------------------+
| 1.  The  |                   |                   |                  |
|          |                   |                   |                  |
|    first |                   |                   |                  |
|     year |                   |                   |                  |
|          |                   |                   |                  |
|  Initial |                   |                   |                  |
|     E    |                   |                   |                  |
| stimated |                   |                   |                  |
|          |                   |                   |                  |
|   Annual |                   |                   |                  |
|     Cost |                   |                   |                  |
|          |                   |                   |                  |
|  Savings |                   |                   |                  |
|          |                   |                   |                  |
| reflects |                   |                   |                  |
|     t    |                   |                   |                  |
| echnical |                   |                   |                  |
|          |                   |                   |                  |
| proposal |                   |                   |                  |
|     &    |                   |                   |                  |
|     eng  |                   |                   |                  |
| ineering |                   |                   |                  |
|     e    |                   |                   |                  |
| stimates |                   |                   |                  |
|     as   |                   |                   |                  |
|     p    |                   |                   |                  |
| resented |                   |                   |                  |
|     in   |                   |                   |                  |
|          |                   |                   |                  |
|    DO-4. |                   |                   |                  |
|          |                   |                   |                  |
| 2.  The  |                   |                   |                  |
|     \"   |                   |                   |                  |
| Proposed |                   |                   |                  |
|     Gu   |                   |                   |                  |
| aranteed |                   |                   |                  |
|          |                   |                   |                  |
|   Annual |                   |                   |                  |
|     Cost |                   |                   |                  |
|     S    |                   |                   |                  |
| avings\" |                   |                   |                  |
|     is   |                   |                   |                  |
|          |                   |                   |                  |
|    based |                   |                   |                  |
|     on   |                   |                   |                  |
|     the  |                   |                   |                  |
|     site |                   |                   |                  |
|          |                   |                   |                  |
| specific |                   |                   |                  |
|     M&V  |                   |                   |                  |
|          |                   |                   |                  |
|    plan. |                   |                   |                  |
|          |                   |                   |                  |
| 3.  The  |                   |                   |                  |
|          |                   |                   |                  |
|    total |                   |                   |                  |
|     of   |                   |                   |                  |
|          |                   |                   |                  |
|   Annual |                   |                   |                  |
|     Co   |                   |                   |                  |
| ntractor |                   |                   |                  |
|          |                   |                   |                  |
| Payments |                   |                   |                  |
|     re   |                   |                   |                  |
| presents |                   |                   |                  |
|     the  |                   |                   |                  |
|          |                   |                   |                  |
|  deliver |                   |                   |                  |
|          |                   |                   |                  |
|    order |                   |                   |                  |
|          |                   |                   |                  |
|    price |                   |                   |                  |
|     and  |                   |                   |                  |
|          |                   |                   |                  |
|   should |                   |                   |                  |
|     be   |                   |                   |                  |
|     s    |                   |                   |                  |
| upported |                   |                   |                  |
|     by   |                   |                   |                  |
|     inf  |                   |                   |                  |
| ormation |                   |                   |                  |
|     s    |                   |                   |                  |
| ubmitted |                   |                   |                  |
|     in   |                   |                   |                  |
|     and  |                   |                   |                  |
|          |                   |                   |                  |
| provided |                   |                   |                  |
|     with |                   |                   |                  |
|     S    |                   |                   |                  |
| chedules |                   |                   |                  |
|     DO-2 |                   |                   |                  |
|     and  |                   |                   |                  |
|          |                   |                   |                  |
|    DO-3. |                   |                   |                  |
|          |                   |                   |                  |
| 4.  If   |                   |                   |                  |
|     app  |                   |                   |                  |
| licable, |                   |                   |                  |
|          |                   |                   |                  |
|  pre-per |                   |                   |                  |
| formance |                   |                   |                  |
|          |                   |                   |                  |
|   period |                   |                   |                  |
|          |                   |                   |                  |
| payments |                   |                   |                  |
|     will |                   |                   |                  |
|     be   |                   |                   |                  |
|     s    |                   |                   |                  |
| ubmitted |                   |                   |                  |
|     for  |                   |                   |                  |
|     year |                   |                   |                  |
|          |                   |                   |                  |
|    Zero. |                   |                   |                  |
|          |                   |                   |                  |
| 5.  The  |                   |                   |                  |
|          |                   |                   |                  |
| Proposed |                   |                   |                  |
|     Gu   |                   |                   |                  |
| aranteed |                   |                   |                  |
|          |                   |                   |                  |
|   Annual |                   |                   |                  |
|     Cost |                   |                   |                  |
|          |                   |                   |                  |
|  Savings |                   |                   |                  |
|     must |                   |                   |                  |
|          |                   |                   |                  |
|   exceed |                   |                   |                  |
|     the  |                   |                   |                  |
|          |                   |                   |                  |
|   Annual |                   |                   |                  |
|     Co   |                   |                   |                  |
| ntractor |                   |                   |                  |
|          |                   |                   |                  |
| Payments |                   |                   |                  |
|          |                   |                   |                  |
|  (except |                   |                   |                  |
|     year |                   |                   |                  |
|          |                   |                   |                  |
|    zero) |                   |                   |                  |
|     for  |                   |                   |                  |
|     each |                   |                   |                  |
|     year |                   |                   |                  |
|     of   |                   |                   |                  |
|     the  |                   |                   |                  |
|          |                   |                   |                  |
| delivery |                   |                   |                  |
|     per  |                   |                   |                  |
| formance |                   |                   |                  |
|          |                   |                   |                  |
|  period. |                   |                   |                  |
|          |                   |                   |                  |
| 6.  If   |                   |                   |                  |
|     app  |                   |                   |                  |
| licable, |                   |                   |                  |
|          |                   |                   |                  |
|   submit |                   |                   |                  |
|     es   |                   |                   |                  |
| calation |                   |                   |                  |
|          |                   |                   |                  |
|    rates |                   |                   |                  |
|          |                   |                   |                  |
|  applied |                   |                   |                  |
|     to   |                   |                   |                  |
|          |                   |                   |                  |
|  Initial |                   |                   |                  |
|     E    |                   |                   |                  |
| stimated |                   |                   |                  |
|          |                   |                   |                  |
|   Annual |                   |                   |                  |
|     Cost |                   |                   |                  |
|          |                   |                   |                  |
|  Savings |                   |                   |                  |
|     in   |                   |                   |                  |
|     co   |                   |                   |                  |
| lumn (a) |                   |                   |                  |
|     as   |                   |                   |                  |
|          |                   |                   |                  |
| follows: |                   |                   |                  |
|          |                   |                   |                  |
| > a\)    |                   |                   |                  |
| > Energy |                   |                   |                  |
| > Rates  |                   |                   |                  |
| > \_\    |                   |                   |                  |
| _\_\_\_% |                   |                   |                  |
| >        |                   |                   |                  |
| (specify |                   |                   |                  |
| > %      |                   |                   |                  |
| > es     |                   |                   |                  |
| calation |                   |                   |                  |
| > for    |                   |                   |                  |
| > each   |                   |                   |                  |
| > energy |                   |                   |                  |
| > type   |                   |                   |                  |
| > (elec  |                   |                   |                  |
| tricity. |                   |                   |                  |
| >        |                   |                   |                  |
|  natural |                   |                   |                  |
| > gas,   |                   |                   |                  |
| > etc)   |                   |                   |                  |
| > if     |                   |                   |                  |
| > di     |                   |                   |                  |
| fferent) |                   |                   |                  |
| >        |                   |                   |                  |
| > b\)    |                   |                   |                  |
| > Energy |                   |                   |                  |
| >        |                   |                   |                  |
|  related |                   |                   |                  |
| > O & M  |                   |                   |                  |
| >        |                   |                   |                  |
|  Savings |                   |                   |                  |
| > \_\_\  |                   |                   |                  |
| _\_\_\_% |                   |                   |                  |
+----------+-------------------+-------------------+------------------+

+----------+------------------+-------------------+-------------------+
| Schedule |                  |                   |                   |
| DO-1     |                  |                   |                   |
| (Final)  |                  |                   |                   |
|          |                  |                   |                   |
| Gu       |                  |                   |                   |
| aranteed |                  |                   |                   |
| Annual   |                  |                   |                   |
| Cost     |                  |                   |                   |
| Savings  |                  |                   |                   |
| and      |                  |                   |                   |
| Annual   |                  |                   |                   |
| Co       |                  |                   |                   |
| ntractor |                  |                   |                   |
| Payments |                  |                   |                   |
|          |                  |                   |                   |
| If       |                  |                   |                   |
| selected |                  |                   |                   |
| the      |                  |                   |                   |
| Co       |                  |                   |                   |
| ntractor |                  |                   |                   |
| shall    |                  |                   |                   |
| complete |                  |                   |                   |
| the      |                  |                   |                   |
| inst     |                  |                   |                   |
| allation |                  |                   |                   |
| of all   |                  |                   |                   |
| proposed |                  |                   |                   |
| ECMs not |                  |                   |                   |
| later    |                  |                   |                   |
| than\_\_ |                  |                   |                   |
| \_\_\_\_ |                  |                   |                   |
| \_\_\_\_ |                  |                   |                   |
| months   |                  |                   |                   |
| after    |                  |                   |                   |
| delivery |                  |                   |                   |
| award.   |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
|          | Delivery Order   | Contractor Name:  | Project Site:     |
|          | No.:             |                   |                   |
+----------+------------------+-------------------+-------------------+
| Per      | \(a\)            | \(b\)             | \(c\)             |
| formance |                  |                   |                   |
|          | DES Proposed     | Guaranteed        | Annual            |
| Period   |                  |                   |                   |
|          | Annual           | Annual            | Contractor        |
| Year     |                  |                   |                   |
|          | Cost Savings     | Cost Savings      | Payments          |
|          |                  |                   |                   |
|          | \$               | \$                | \$                |
+----------+------------------+-------------------+-------------------+
|          |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
|          |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
|          |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| ZERO     |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| ONE      |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TWO      |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| THREE    |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| FOUR     |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| FIVE     |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| SIX      |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| SEVEN    |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| EIGHT    |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| NINE     |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TEN      |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| ELEVEN   |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TWELVE   |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| THIRTEEN |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| FOURTEEN |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| FIFTEEN  |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| SIXTEEN  |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| S        |                  |                   |                   |
| EVENTEEN |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| EIGHTEEN |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| NINETEEN |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TWENTY   |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TW       |                  |                   |                   |
| ENTY-ONE |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TW       |                  |                   |                   |
| ENTY-TWO |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TWEN     |                  |                   |                   |
| TY-THREE |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TWE      |                  |                   |                   |
| NTY-FOUR |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TWE      |                  |                   |                   |
| NTY-FIVE |                  |                   |                   |
+----------+------------------+-------------------+-------------------+
| TOTALS   | \$ -             | \$ -              | \$ -              |
+----------+------------------+-------------------+-------------------+
| 1.  The  |                  |                   |                   |
|          |                  |                   |                   |
|    first |                  |                   |                   |
|     year |                  |                   |                   |
|          |                  |                   |                   |
|    (Year |                  |                   |                   |
|     One) |                  |                   |                   |
|     DES  |                  |                   |                   |
|          |                  |                   |                   |
| Proposed |                  |                   |                   |
|          |                  |                   |                   |
|   Annual |                  |                   |                   |
|     Cost |                  |                   |                   |
|          |                  |                   |                   |
|  Savings |                  |                   |                   |
|          |                  |                   |                   |
| reflects |                  |                   |                   |
|     t    |                  |                   |                   |
| echnical |                  |                   |                   |
|          |                  |                   |                   |
| proposal |                  |                   |                   |
|     &    |                  |                   |                   |
|     eng  |                  |                   |                   |
| ineering |                  |                   |                   |
|     e    |                  |                   |                   |
| stimates |                  |                   |                   |
|     as   |                  |                   |                   |
|     p    |                  |                   |                   |
| resented |                  |                   |                   |
|     in   |                  |                   |                   |
|          |                  |                   |                   |
|    DO-4. |                  |                   |                   |
|          |                  |                   |                   |
| 2.  The  |                  |                   |                   |
|     Gu   |                  |                   |                   |
| aranteed |                  |                   |                   |
|          |                  |                   |                   |
|   Annual |                  |                   |                   |
|     Cost |                  |                   |                   |
|          |                  |                   |                   |
|  Savings |                  |                   |                   |
|     are  |                  |                   |                   |
|          |                  |                   |                   |
|    based |                  |                   |                   |
|     on   |                  |                   |                   |
|     the  |                  |                   |                   |
|     site |                  |                   |                   |
|          |                  |                   |                   |
| specific |                  |                   |                   |
|     M&V  |                  |                   |                   |
|          |                  |                   |                   |
|    plan. |                  |                   |                   |
|          |                  |                   |                   |
| 3.  The  |                  |                   |                   |
|          |                  |                   |                   |
|    total |                  |                   |                   |
|     of   |                  |                   |                   |
|          |                  |                   |                   |
|   Annual |                  |                   |                   |
|     Co   |                  |                   |                   |
| ntractor |                  |                   |                   |
|          |                  |                   |                   |
| Payments |                  |                   |                   |
|     re   |                  |                   |                   |
| presents |                  |                   |                   |
|     the  |                  |                   |                   |
|          |                  |                   |                   |
| delivery |                  |                   |                   |
|          |                  |                   |                   |
|    order |                  |                   |                   |
|          |                  |                   |                   |
|    price |                  |                   |                   |
|     and  |                  |                   |                   |
|          |                  |                   |                   |
|   should |                  |                   |                   |
|     be   |                  |                   |                   |
|     s    |                  |                   |                   |
| upported |                  |                   |                   |
|     by   |                  |                   |                   |
|     inf  |                  |                   |                   |
| ormation |                  |                   |                   |
|     s    |                  |                   |                   |
| ubmitted |                  |                   |                   |
|     in   |                  |                   |                   |
|     S    |                  |                   |                   |
| chedules |                  |                   |                   |
|     DO-2 |                  |                   |                   |
|     and  |                  |                   |                   |
|          |                  |                   |                   |
|    DO-3, |                  |                   |                   |
|     and  |                  |                   |                   |
|          |                  |                   |                   |
|    their |                  |                   |                   |
|          |                  |                   |                   |
| required |                  |                   |                   |
|     su   |                  |                   |                   |
| pporting |                  |                   |                   |
|          |                  |                   |                   |
|    docum |                  |                   |                   |
| entation |                  |                   |                   |
|     (See |                  |                   |                   |
|          |                  |                   |                   |
|  Section |                  |                   |                   |
|          |                  |                   |                   |
| H.24.2.) |                  |                   |                   |
|          |                  |                   |                   |
| 4.  If   |                  |                   |                   |
|     app  |                  |                   |                   |
| licable, |                  |                   |                   |
|          |                  |                   |                   |
|  pre-per |                  |                   |                   |
| formance |                  |                   |                   |
|          |                  |                   |                   |
|   period |                  |                   |                   |
|          |                  |                   |                   |
| expenses |                  |                   |                   |
|     will |                  |                   |                   |
|     be   |                  |                   |                   |
|     s    |                  |                   |                   |
| ubmitted |                  |                   |                   |
|     for  |                  |                   |                   |
|     year |                  |                   |                   |
|          |                  |                   |                   |
|    Zero. |                  |                   |                   |
|          |                  |                   |                   |
| 5.  The  |                  |                   |                   |
|     Gu   |                  |                   |                   |
| aranteed |                  |                   |                   |
|          |                  |                   |                   |
|   Annual |                  |                   |                   |
|     Cost |                  |                   |                   |
|          |                  |                   |                   |
|  Savings |                  |                   |                   |
|     must |                  |                   |                   |
|          |                  |                   |                   |
|   exceed |                  |                   |                   |
|     the  |                  |                   |                   |
|          |                  |                   |                   |
|   Annual |                  |                   |                   |
|     Co   |                  |                   |                   |
| ntractor |                  |                   |                   |
|          |                  |                   |                   |
| Payments |                  |                   |                   |
|          |                  |                   |                   |
|  (except |                  |                   |                   |
|     year |                  |                   |                   |
|          |                  |                   |                   |
|    zero) |                  |                   |                   |
|     for  |                  |                   |                   |
|     each |                  |                   |                   |
|     year |                  |                   |                   |
|     of   |                  |                   |                   |
|     the  |                  |                   |                   |
|          |                  |                   |                   |
| delivery |                  |                   |                   |
|          |                  |                   |                   |
|    order |                  |                   |                   |
|     per  |                  |                   |                   |
| formance |                  |                   |                   |
|          |                  |                   |                   |
|  period. |                  |                   |                   |
|          |                  |                   |                   |
| 6.       |                  |                   |                   |
|  Provide |                  |                   |                   |
|     es   |                  |                   |                   |
| calation |                  |                   |                   |
|          |                  |                   |                   |
|    rates |                  |                   |                   |
|          |                  |                   |                   |
|  applied |                  |                   |                   |
|     to   |                  |                   |                   |
|     DES  |                  |                   |                   |
|          |                  |                   |                   |
| Proposed |                  |                   |                   |
|          |                  |                   |                   |
|   Annual |                  |                   |                   |
|     Cost |                  |                   |                   |
|          |                  |                   |                   |
|  Savings |                  |                   |                   |
|     in   |                  |                   |                   |
|     co   |                  |                   |                   |
| lumn (a) |                  |                   |                   |
|     as   |                  |                   |                   |
|          |                  |                   |                   |
| follows: |                  |                   |                   |
|          |                  |                   |                   |
| a\)      |                  |                   |                   |
| Energy   |                  |                   |                   |
| Rates %  |                  |                   |                   |
| (specify |                  |                   |                   |
| %        |                  |                   |                   |
| es       |                  |                   |                   |
| calation |                  |                   |                   |
| for each |                  |                   |                   |
| energy   |                  |                   |                   |
| type     |                  |                   |                   |
| (elec    |                  |                   |                   |
| tricity, |                  |                   |                   |
| natural  |                  |                   |                   |
| gas,     |                  |                   |                   |
| etc) if  |                  |                   |                   |
| di       |                  |                   |                   |
| fferent) |                  |                   |                   |
|          |                  |                   |                   |
| b\)      |                  |                   |                   |
| Energy   |                  |                   |                   |
| -related |                  |                   |                   |
| O & M    |                  |                   |                   |
| Savings  |                  |                   |                   |
| %        |                  |                   |                   |
+----------+------------------+-------------------+-------------------+

+-----+-----+----------------+---+------------+-----+---------------+
| SC  |     |                |   |            |     |               |
| HED |     |                |   |            |     |               |
| ULE |     |                |   |            |     |               |
| D   |     |                |   |            |     |               |
| O-2 |     |                |   |            |     |               |
|     |     |                |   |            |     |               |
| IM  |     |                |   |            |     |               |
| PLE |     |                |   |            |     |               |
| MEN |     |                |   |            |     |               |
| TAT |     |                |   |            |     |               |
| ION |     |                |   |            |     |               |
| PR  |     |                |   |            |     |               |
| ICE |     |                |   |            |     |               |
| BY  |     |                |   |            |     |               |
| ECM |     |                |   |            |     |               |
+-----+-----+----------------+---+------------+-----+---------------+
| P   |     | Delivery Order |   |            |     | Contractor    |
| roj |     | No.:           |   |            |     | Name:         |
| ect |     |                |   |            |     |               |
| Si  |     |                |   |            |     |               |
| te: |     |                |   |            |     |               |
+-----+-----+----------------+---+------------+-----+---------------+
| T   | ECM | Equipment      | E | \(a\)      | \(  | (c)=(a) x (b) |
| ech | No. | Description C  | C |            | b\) |               |
|     |     | Title          | M | Total      |     | I             |
| Ca  |     |                |   | Impl       | M   | mplementation |
| teg |     |                | S | ementation | ark | Price         |
| ory |     |                | i |            | -up |               |
|     |     |                | z | Expense    |     |               |
|     |     |                | e |            | (%) |               |
+-----+-----+----------------+---+------------+-----+---------------+
| C.  |     | Proposal       |   | \$ -       |     | \$ -          |
| 2.1 |     | Development    |   |            |     |               |
| .12 |     | Energy Surveys |   |            |     |               |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
|     |     |                |   | \$ -       |     | \$ -          |
+-----+-----+----------------+---+------------+-----+---------------+
| Bon |     |                |   |            |     |               |
| ded |     |                |   |            |     |               |
| Amo |     |                |   |            |     |               |
| unt |     |                |   |            |     |               |
| (   |     |                |   |            |     |               |
| \$) |     |                |   |            |     |               |
+-----+-----+----------------+---+------------+-----+---------------+
| Not |     |                |   |            |     |               |
| es: |     |                |   |            |     |               |
|  1) |     |                |   |            |     |               |
| To  |     |                |   |            |     |               |
| tal |     |                |   |            |     |               |
| Im  |     |                |   |            |     |               |
| ple |     |                |   |            |     |               |
| men |     |                |   |            |     |               |
| tat |     |                |   |            |     |               |
| ion |     |                |   |            |     |               |
| Ex  |     |                |   |            |     |               |
| pen |     |                |   |            |     |               |
| ses |     |                |   |            |     |               |
| sh  |     |                |   |            |     |               |
| all |     |                |   |            |     |               |
| i   |     |                |   |            |     |               |
| ncl |     |                |   |            |     |               |
| ude |     |                |   |            |     |               |
| o   |     |                |   |            |     |               |
| nly |     |                |   |            |     |               |
| dir |     |                |   |            |     |               |
| ect |     |                |   |            |     |               |
| cos |     |                |   |            |     |               |
| ts, |     |                |   |            |     |               |
| and |     |                |   |            |     |               |
| no  |     |                |   |            |     |               |
| pe  |     |                |   |            |     |               |
| rfo |     |                |   |            |     |               |
| rma |     |                |   |            |     |               |
| nce |     |                |   |            |     |               |
| per |     |                |   |            |     |               |
| iod |     |                |   |            |     |               |
| exp |     |                |   |            |     |               |
| ens |     |                |   |            |     |               |
| es. |     |                |   |            |     |               |
|     |     |                |   |            |     |               |
| 2\) |     |                |   |            |     |               |
| C   |     |                |   |            |     |               |
| ont |     |                |   |            |     |               |
| rac |     |                |   |            |     |               |
| tor |     |                |   |            |     |               |
| sh  |     |                |   |            |     |               |
| all |     |                |   |            |     |               |
| id  |     |                |   |            |     |               |
| ent |     |                |   |            |     |               |
| ify |     |                |   |            |     |               |
| dir |     |                |   |            |     |               |
| ect |     |                |   |            |     |               |
| co  |     |                |   |            |     |               |
| sts |     |                |   |            |     |               |
| for |     |                |   |            |     |               |
| DES |     |                |   |            |     |               |
| and |     |                |   |            |     |               |
| pr  |     |                |   |            |     |               |
| opo |     |                |   |            |     |               |
| sal |     |                |   |            |     |               |
| de  |     |                |   |            |     |               |
| vel |     |                |   |            |     |               |
| opm |     |                |   |            |     |               |
| ent |     |                |   |            |     |               |
| co  |     |                |   |            |     |               |
| sts |     |                |   |            |     |               |
| as  |     |                |   |            |     |               |
| a   |     |                |   |            |     |               |
| se  |     |                |   |            |     |               |
| par |     |                |   |            |     |               |
| ate |     |                |   |            |     |               |
| l   |     |                |   |            |     |               |
| ine |     |                |   |            |     |               |
| it  |     |                |   |            |     |               |
| em, |     |                |   |            |     |               |
| as  |     |                |   |            |     |               |
| ap  |     |                |   |            |     |               |
| pli |     |                |   |            |     |               |
| cab |     |                |   |            |     |               |
| le. |     |                |   |            |     |               |
|     |     |                |   |            |     |               |
| 3\) |     |                |   |            |     |               |
| C   |     |                |   |            |     |               |
| ont |     |                |   |            |     |               |
| rac |     |                |   |            |     |               |
| tor |     |                |   |            |     |               |
| sh  |     |                |   |            |     |               |
| all |     |                |   |            |     |               |
| att |     |                |   |            |     |               |
| ach |     |                |   |            |     |               |
| ad  |     |                |   |            |     |               |
| equ |     |                |   |            |     |               |
| ate |     |                |   |            |     |               |
| s   |     |                |   |            |     |               |
| upp |     |                |   |            |     |               |
| ort |     |                |   |            |     |               |
| ing |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| for |     |                |   |            |     |               |
| mat |     |                |   |            |     |               |
| ion |     |                |   |            |     |               |
| det |     |                |   |            |     |               |
| ail |     |                |   |            |     |               |
| ing |     |                |   |            |     |               |
| to  |     |                |   |            |     |               |
| tal |     |                |   |            |     |               |
| im  |     |                |   |            |     |               |
| ple |     |                |   |            |     |               |
| men |     |                |   |            |     |               |
| tat |     |                |   |            |     |               |
| ion |     |                |   |            |     |               |
| ex  |     |                |   |            |     |               |
| pen |     |                |   |            |     |               |
| ses |     |                |   |            |     |               |
| (   |     |                |   |            |     |               |
| dir |     |                |   |            |     |               |
| ect |     |                |   |            |     |               |
| c   |     |                |   |            |     |               |
| ost |     |                |   |            |     |               |
| s), |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| a   |     |                |   |            |     |               |
| cco |     |                |   |            |     |               |
| rda |     |                |   |            |     |               |
| nce |     |                |   |            |     |               |
| w   |     |                |   |            |     |               |
| ith |     |                |   |            |     |               |
| S   |     |                |   |            |     |               |
| ect |     |                |   |            |     |               |
| ion |     |                |   |            |     |               |
| H.2 |     |                |   |            |     |               |
| 4.2 |     |                |   |            |     |               |
| of  |     |                |   |            |     |               |
| the |     |                |   |            |     |               |
| con |     |                |   |            |     |               |
| tra |     |                |   |            |     |               |
| ct. |     |                |   |            |     |               |
|     |     |                |   |            |     |               |
| 4\) |     |                |   |            |     |               |
| C   |     |                |   |            |     |               |
| ont |     |                |   |            |     |               |
| rac |     |                |   |            |     |               |
| tor |     |                |   |            |     |               |
| sh  |     |                |   |            |     |               |
| all |     |                |   |            |     |               |
| p   |     |                |   |            |     |               |
| rop |     |                |   |            |     |               |
| ose |     |                |   |            |     |               |
| bon |     |                |   |            |     |               |
| ded |     |                |   |            |     |               |
| amo |     |                |   |            |     |               |
| unt |     |                |   |            |     |               |
| rep |     |                |   |            |     |               |
| res |     |                |   |            |     |               |
| ent |     |                |   |            |     |               |
| ing |     |                |   |            |     |               |
| the |     |                |   |            |     |               |
| ba  |     |                |   |            |     |               |
| sis |     |                |   |            |     |               |
| of  |     |                |   |            |     |               |
| est |     |                |   |            |     |               |
| abl |     |                |   |            |     |               |
| ish |     |                |   |            |     |               |
| ing |     |                |   |            |     |               |
| pe  |     |                |   |            |     |               |
| rfo |     |                |   |            |     |               |
| rma |     |                |   |            |     |               |
| nce |     |                |   |            |     |               |
| and |     |                |   |            |     |               |
| p   |     |                |   |            |     |               |
| aym |     |                |   |            |     |               |
| ent |     |                |   |            |     |               |
| bo  |     |                |   |            |     |               |
| nds |     |                |   |            |     |               |
| per |     |                |   |            |     |               |
| S   |     |                |   |            |     |               |
| ect |     |                |   |            |     |               |
| ion |     |                |   |            |     |               |
| H   |     |                |   |            |     |               |
| .17 |     |                |   |            |     |               |
| of  |     |                |   |            |     |               |
| the |     |                |   |            |     |               |
| con |     |                |   |            |     |               |
| tra |     |                |   |            |     |               |
| ct, |     |                |   |            |     |               |
| as  |     |                |   |            |     |               |
| req |     |                |   |            |     |               |
| uir |     |                |   |            |     |               |
| ed. |     |                |   |            |     |               |
|     |     |                |   |            |     |               |
| 5\) |     |                |   |            |     |               |
| At  |     |                |   |            |     |               |
| tac |     |                |   |            |     |               |
| hed |     |                |   |            |     |               |
| s   |     |                |   |            |     |               |
| upp |     |                |   |            |     |               |
| ort |     |                |   |            |     |               |
| ing |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| for |     |                |   |            |     |               |
| mat |     |                |   |            |     |               |
| ion |     |                |   |            |     |               |
| sh  |     |                |   |            |     |               |
| all |     |                |   |            |     |               |
| be  |     |                |   |            |     |               |
| pre |     |                |   |            |     |               |
| sen |     |                |   |            |     |               |
| ted |     |                |   |            |     |               |
| to  |     |                |   |            |     |               |
| id  |     |                |   |            |     |               |
| ent |     |                |   |            |     |               |
| ify |     |                |   |            |     |               |
| po  |     |                |   |            |     |               |
| rti |     |                |   |            |     |               |
| ons |     |                |   |            |     |               |
| of  |     |                |   |            |     |               |
| ECM |     |                |   |            |     |               |
| or  |     |                |   |            |     |               |
| p   |     |                |   |            |     |               |
| roj |     |                |   |            |     |               |
| ect |     |                |   |            |     |               |
| ex  |     |                |   |            |     |               |
| pen |     |                |   |            |     |               |
| ses |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| clu |     |                |   |            |     |               |
| ded |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| pr  |     |                |   |            |     |               |
| opo |     |                |   |            |     |               |
| sed |     |                |   |            |     |               |
| bon |     |                |   |            |     |               |
| ded |     |                |   |            |     |               |
| a   |     |                |   |            |     |               |
| mou |     |                |   |            |     |               |
| nt. |     |                |   |            |     |               |
|     |     |                |   |            |     |               |
| 6\) |     |                |   |            |     |               |
| Pr  |     |                |   |            |     |               |
| opo |     |                |   |            |     |               |
| sed |     |                |   |            |     |               |
| Bon |     |                |   |            |     |               |
| ded |     |                |   |            |     |               |
| Amo |     |                |   |            |     |               |
| unt |     |                |   |            |     |               |
| is  |     |                |   |            |     |               |
| a   |     |                |   |            |     |               |
| ssu |     |                |   |            |     |               |
| med |     |                |   |            |     |               |
| to  |     |                |   |            |     |               |
| i   |     |                |   |            |     |               |
| ncl |     |                |   |            |     |               |
| ude |     |                |   |            |     |               |
| mar |     |                |   |            |     |               |
| kup |     |                |   |            |     |               |
| a   |     |                |   |            |     |               |
| ppl |     |                |   |            |     |               |
| ied |     |                |   |            |     |               |
| to  |     |                |   |            |     |               |
| im  |     |                |   |            |     |               |
| ple |     |                |   |            |     |               |
| men |     |                |   |            |     |               |
| tat |     |                |   |            |     |               |
| ion |     |                |   |            |     |               |
| ex  |     |                |   |            |     |               |
| pen |     |                |   |            |     |               |
| ses |     |                |   |            |     |               |
| abo |     |                |   |            |     |               |
| ve, |     |                |   |            |     |               |
| unl |     |                |   |            |     |               |
| ess |     |                |   |            |     |               |
| oth |     |                |   |            |     |               |
| erw |     |                |   |            |     |               |
| ise |     |                |   |            |     |               |
| spe |     |                |   |            |     |               |
| cif |     |                |   |            |     |               |
| ied |     |                |   |            |     |               |
| by  |     |                |   |            |     |               |
| Co  |     |                |   |            |     |               |
| ntr |     |                |   |            |     |               |
| act |     |                |   |            |     |               |
| or. |     |                |   |            |     |               |
|     |     |                |   |            |     |               |
| 7\) |     |                |   |            |     |               |
| For |     |                |   |            |     |               |
| the |     |                |   |            |     |               |
| fol |     |                |   |            |     |               |
| low |     |                |   |            |     |               |
| ing |     |                |   |            |     |               |
| EC  |     |                |   |            |     |               |
| Ms, |     |                |   |            |     |               |
| en  |     |                |   |            |     |               |
| ter |     |                |   |            |     |               |
| the |     |                |   |            |     |               |
| *to |     |                |   |            |     |               |
| tal |     |                |   |            |     |               |
| ins |     |                |   |            |     |               |
| tal |     |                |   |            |     |               |
| led |     |                |   |            |     |               |
| ca  |     |                |   |            |     |               |
| pac |     |                |   |            |     |               |
| ity |     |                |   |            |     |               |
| of  |     |                |   |            |     |               |
| new |     |                |   |            |     |               |
| e   |     |                |   |            |     |               |
| qui |     |                |   |            |     |               |
| pme |     |                |   |            |     |               |
| nt* |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| the |     |                |   |            |     |               |
| un  |     |                |   |            |     |               |
| its |     |                |   |            |     |               |
| spe |     |                |   |            |     |               |
| cif |     |                |   |            |     |               |
| ied |     |                |   |            |     |               |
| (e  |     |                |   |            |     |               |
| .g. |     |                |   |            |     |               |
| ch  |     |                |   |            |     |               |
| ill |     |                |   |            |     |               |
| ers |     |                |   |            |     |               |
| -15 |     |                |   |            |     |               |
| 0); |     |                |   |            |     |               |
| ch  |     |                |   |            |     |               |
| ill |     |                |   |            |     |               |
| ers |     |                |   |            |     |               |
| &   |     |                |   |            |     |               |
| pa  |     |                |   |            |     |               |
| cka |     |                |   |            |     |               |
| ged |     |                |   |            |     |               |
| un  |     |                |   |            |     |               |
| its |     |                |   |            |     |               |
|     |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| to  |     |                |   |            |     |               |
| ns, |     |                |   |            |     |               |
| V   |     |                |   |            |     |               |
| FDs |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| hp, |     |                |   |            |     |               |
| b   |     |                |   |            |     |               |
| oil |     |                |   |            |     |               |
| ers |     |                |   |            |     |               |
| &   |     |                |   |            |     |               |
| fu  |     |                |   |            |     |               |
| rna |     |                |   |            |     |               |
| ces |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| put |     |                |   |            |     |               |
| B   |     |                |   |            |     |               |
| tu/ |     |                |   |            |     |               |
| hr, |     |                |   |            |     |               |
| BA  |     |                |   |            |     |               |
| S/E |     |                |   |            |     |               |
| MCS |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| num |     |                |   |            |     |               |
| ber |     |                |   |            |     |               |
| of  |     |                |   |            |     |               |
| p   |     |                |   |            |     |               |
| oin |     |                |   |            |     |               |
| ts, |     |                |   |            |     |               |
| tra |     |                |   |            |     |               |
| nsf |     |                |   |            |     |               |
| orm |     |                |   |            |     |               |
| ers |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| k   |     |                |   |            |     |               |
| VA, |     |                |   |            |     |               |
| g   |     |                |   |            |     |               |
| ene |     |                |   |            |     |               |
| rat |     |                |   |            |     |               |
| ors |     |                |   |            |     |               |
| in  |     |                |   |            |     |               |
| kW. |     |                |   |            |     |               |
| For |     |                |   |            |     |               |
| li  |     |                |   |            |     |               |
| ght |     |                |   |            |     |               |
| ing |     |                |   |            |     |               |
|     |     |                |   |            |     |               |
| EC  |     |                |   |            |     |               |
| Ms, |     |                |   |            |     |               |
| s   |     |                |   |            |     |               |
| pec |     |                |   |            |     |               |
| ify |     |                |   |            |     |               |
| ba  |     |                |   |            |     |               |
| sel |     |                |   |            |     |               |
| ine |     |                |   |            |     |               |
| kW  |     |                |   |            |     |               |
| tr  |     |                |   |            |     |               |
| eat |     |                |   |            |     |               |
| ed. |     |                |   |            |     |               |
+-----+-----+----------------+---+------------+-----+---------------+

<table style="width:100%;">
<colgroup>
<col style="width: 9%" />
<col style="width: 15%" />
<col style="width: 7%" />
<col style="width: 5%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
</colgroup>
<tbody>
<tr class="odd">
<td colspan="13"><p>Schedule DO-3</p>
<p>Performance Period Cash Flow</p></td>
</tr>
<tr class="even">
<td>Project Site:</td>
<td></td>
<td colspan="2">Delivery Order No.</td>
<td colspan="2"></td>
<td colspan="2">Contractor:</td>
<td colspan="2"></td>
<td colspan="3"></td>
</tr>
<tr class="odd">
<td colspan="2">Project Capitalization</td>
<td></td>
<td></td>
<td colspan="2">Applicable Financial Index</td>
<td colspan="2">____________</td>
<td colspan="3"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">Total Implementation Price (DO-2 Total)</td>
<td>$ -</td>
<td></td>
<td colspan="2">Term (Years)</td>
<td colspan="2">____________</td>
<td colspan="3">Issue Date:</td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">Financing Procurement Price ($)</td>
<td>$ -</td>
<td></td>
<td colspan="2">Index Rate</td>
<td colspan="2">____________</td>
<td colspan="3">Source:</td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">Less Pre-Performance Period Payments</td>
<td>$ -</td>
<td></td>
<td colspan="2">Added Premium</td>
<td colspan="2">____________</td>
<td colspan="3"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">TOTAL AMOUNT FINANCED</td>
<td>$ -</td>
<td></td>
<td colspan="2">Project Interest Rate</td>
<td></td>
<td></td>
<td colspan="3">Effective Through:</td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td>Term</td>
<td>0</td>
<td></td>
<td>1</td>
<td>2</td>
<td>3</td>
<td>4</td>
<td>5</td>
<td>6</td>
<td>7</td>
<td>8</td>
<td>9</td>
<td>10</td>
</tr>
<tr class="odd">
<td colspan="2">Annual Cash Flow (Performance Period)</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">Debt Service:</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"><blockquote>
<p>Interest ($)</p>
</blockquote></td>
<td>$ -</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
</tr>
<tr class="even">
<td colspan="2"><blockquote>
<p>Principal Repayment ($)</p>
</blockquote></td>
<td>$ -</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
</tr>
<tr class="odd">
<td colspan="2">TOTAL DEBT SERVICE (a)</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
</tr>
<tr class="even">
<td colspan="2">Performance Period Expenses</td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">SUB TOTAL Performance Period Expenses</td>
<td></td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
</tr>
<tr class="even">
<td colspan="2">Performance Period Mark-Up (%)</td>
<td>%</td>
<td>%</td>
<td>%</td>
<td>%</td>
<td>%</td>
<td>%</td>
<td>%</td>
<td>%</td>
<td>%</td>
<td>%</td>
<td>%</td>
</tr>
<tr class="odd">
<td colspan="2">Performance Period Mark-Up ($)</td>
<td></td>
<td>$ -</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">TOTAL PERFORMANCE PERIOD EXPENSES (b)</td>
<td></td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
</tr>
<tr class="odd">
<td colspan="2">Total Amount Contractor Payments (a) + (b)</td>
<td></td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
</tr>
<tr class="even">
<td colspan="13"><p>Notes: 1) Performance Period Expenses shall include
only direct costs, and no implementation period expenses.</p>
<blockquote>
<p>2) Contractor shall attach adequate supporting information detailing
total performance period expenses (direct costs), in accordance with
Section H.24.2 of the contract.</p>
<p>3) If applicable, contractor shall specify escalation rate applied to
performance period expenses: ______%</p>
</blockquote>
<ol start="4" type="1">
<li><p>If applicable, pre-performance period payments will be applied in
year Zero to reduce principal repayment.</p></li>
</ol></td>
</tr>
</tbody>
</table>

<table style="width:100%;">
<colgroup>
<col style="width: 27%" />
<col style="width: 10%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 6%" />
<col style="width: 5%" />
<col style="width: 5%" />
<col style="width: 5%" />
</colgroup>
<tbody>
<tr class="odd">
<td colspan="12"><p>SCHEDULE DO-3</p>
<p>Performance Period Cash Flow (PAGE 2)</p></td>
</tr>
<tr class="even">
<td>Project Site:</td>
<td></td>
<td colspan="2">Delivery Order No.</td>
<td></td>
<td></td>
<td colspan="2">Contractor:</td>
<td></td>
<td></td>
<td colspan="2"></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td>11</td>
<td>12</td>
<td>13</td>
<td>14</td>
<td>15</td>
<td>16</td>
<td>17</td>
<td>18</td>
<td>19</td>
<td>20</td>
</tr>
<tr class="odd">
<td colspan="2">Annual Cash Flow (Performance Period)</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">Debt Service:</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">Interest ($)</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
</tr>
<tr class="even">
<td colspan="2">Principal Repayment ($)</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
</tr>
<tr class="odd">
<td colspan="2">TOTAL DEBT SERVICE (a)</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">Performance Period Expenses</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">SUB TOTAL Performance Period Expenses</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
</tr>
<tr class="even">
<td colspan="2">Performance Period Mark-Up (%)</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td>$</td>
</tr>
<tr class="odd">
<td colspan="2">Performance Period Mark-Up ($)</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">TOTAL PERFORMANCE PERIOD EXPENSES (b)</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
</tr>
<tr class="odd">
<td colspan="2">Total Annual Contractor Payments (a) + (b)</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
</tr>
</tbody>
</table>

<table>
<colgroup>
<col style="width: 25%" />
<col style="width: 14%" />
<col style="width: 1%" />
<col style="width: 4%" />
<col style="width: 2%" />
<col style="width: 7%" />
<col style="width: 7%" />
<col style="width: 5%" />
<col style="width: 2%" />
<col style="width: 4%" />
<col style="width: 6%" />
<col style="width: 7%" />
<col style="width: 10%" />
</colgroup>
<tbody>
<tr class="odd">
<td colspan="13"><p>SCHEDULE DO-3</p>
<p>Performance Period Cash Flow (PAGE 3)</p></td>
</tr>
<tr class="even">
<td>Project Site:</td>
<td></td>
<td colspan="5">Delivery Order No.</td>
<td></td>
<td></td>
<td colspan="3">Contractor:</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td colspan="3">21</td>
<td>22</td>
<td>23</td>
<td>24</td>
<td colspan="2">25</td>
<td colspan="2"></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">Annual Cash Flow (Performance Period)</td>
<td colspan="3"></td>
<td></td>
<td colspan="4"></td>
<td colspan="2"></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">Debt Service:</td>
<td colspan="3"></td>
<td></td>
<td colspan="4"></td>
<td colspan="2">Totals</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">Interest ($)</td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$</td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">Principal Repayment ($)</td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">TOTAL DEBT SERVICE (a)</td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$</td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2"></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">Performance Period Expenses</td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2"></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2"></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2"></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2">$ -</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">SUB TOTAL Performance Period Expenses</td>
<td colspan="3">$ (1)</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td colspan="2">$ -</td>
<td colspan="2">$ (1)</td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">Performance Period Mark-Up (%)</td>
<td colspan="3">$</td>
<td>$</td>
<td>$</td>
<td>$</td>
<td colspan="2">$</td>
<td colspan="2">$</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">Performance Period Mark-Up ($)</td>
<td colspan="3">%</td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2"></td>
<td></td>
</tr>
<tr class="even">
<td colspan="2">TOTAL PERFORMANCE PERIOD EXPENSES (b)</td>
<td colspan="3">$ (1)</td>
<td>$ -</td>
<td>$ -</td>
<td>$ -</td>
<td colspan="2">$ -</td>
<td colspan="2">$ (1)</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="2">Total Annual Contractor Payments (a) + (b)</td>
<td colspan="3"></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td colspan="2"></td>
<td></td>
</tr>
</tbody>
</table>

<table>
<colgroup>
<col style="width: 3%" />
<col style="width: 3%" />
<col style="width: 6%" />
<col style="width: 5%" />
<col style="width: 5%" />
<col style="width: 5%" />
<col style="width: 5%" />
<col style="width: 6%" />
<col style="width: 4%" />
<col style="width: 6%" />
<col style="width: 4%" />
<col style="width: 7%" />
<col style="width: 7%" />
<col style="width: 7%" />
<col style="width: 7%" />
<col style="width: 6%" />
<col style="width: 6%" />
</colgroup>
<tbody>
<tr class="odd">
<td colspan="17"><p>SCHEDULE DO-4</p>
<p>First Year Energy and Cost Savings by ECM, Technology Category and
Delivery Order</p></td>
</tr>
<tr class="even">
<td colspan="4">Project Site::</td>
<td colspan="5">Delivery Order No.</td>
<td colspan="3">Contractor Name:</td>
<td colspan="2"></td>
<td colspan="3">Project Square Footage (KSF)</td>
</tr>
<tr class="odd">
<td><p>Tech</p>
<p>No.</p></td>
<td><p>ECM</p>
<p>No.</p></td>
<td><p>(a)</p>
<p>ECM</p>
<p>Energy</p>
<p>Baseline</p>
<p>(MBTU/yr)</p></td>
<td><p>(b1)</p>
<p>Electricity</p>
<p>Savings</p>
<p>(kWh/yr)</p></td>
<td><p>(b2)</p>
<p>Electricity</p>
<p>Savings</p>
<p>($/yr)</p></td>
<td><p>(c1)</p>
<p>Demand</p>
<p>Savings</p>
<p>(kW/yr)</p></td>
<td><p>(c2)</p>
<p>Demand</p>
<p>Savings</p>
<p>($/yr)</p></td>
<td><p>(d1)</p>
<p>Natural</p>
<p>Gas</p>
<p>Savings</p>
<p>(MBTU/yr)</p></td>
<td><p>(d2)</p>
<p>Natural</p>
<p>Gas</p>
<p>Savings</p>
<p>($/yr)</p></td>
<td><p>(e1)</p>
<p>Other</p>
<p>Savings</p>
<p>(MBTU/yr)</p></td>
<td><p>(e2)</p>
<p>Other</p>
<p>Savings</p>
<p>($/yr)</p></td>
<td><p>(f)=0.003413*</p>
<p>b1+d1+e1</p>
<p>Total</p>
<p>Energy</p>
<p>Savings</p>
<p>(MBTU/yr)</p></td>
<td><p>(g)=b2+c2+d2</p>
<p>+e2</p>
<p>Total</p>
<p>Energy Cost</p>
<p>Savings</p>
<p>($/yr)</p></td>
<td><p>(h)</p>
<p>Other Energy-</p>
<p>Related &amp;</p>
<p>O&amp;M</p>
<p>Cost Savings</p>
<p>($/yr)</p></td>
<td><p>(i) = (g)+(h)</p>
<p>Estimated</p>
<p>Annual Cost</p>
<p>Savings</p>
<p>($yr)</p></td>
<td><p>(j)</p>
<p>Implemen-</p>
<p>tation</p>
<p>Price</p>
<p>($)</p></td>
<td><p>(k)= (j) / (i)</p>
<p>Simple</p>
<p>Payback</p>
<p>(yrs.)</p></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="4"><strong>TOTAL</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="8"></td>
</tr>
<tr class="even">
<td colspan="17"><p>Notes: 1) Project Square Footage (in 1000 SF) -
Include only building square footage affected by installed ECMS in
project.</p>
<p>2) For column (a) insert estimated energy baseline by ECM and total
project in MBTU based on DES and Final Proposal data.</p>
<p>3) Energy conversion factors for MBTU: MBTU=106 BTU; Electricity -
0.003413 MBTU/kWh; Natural Gas - 0.1 MTU/therm ; #2 Oil -0.128
MBTU/gal.</p>
<p>4) Specify "Other" energy savings in (e)(1) &amp; (e)(2) as
applicable. Include energy type ________; energy units ________; and BTU
conversion factor ______ BTU/ ______ (unit)</p></td>
</tr>
</tbody>
</table>

+--------------------------------+---------------------+---------------+
| SCHEDULE DO-5                  |                     |               |
|                                |                     |               |
| Annual Cancellation Ceiling    |                     |               |
| Schedule                       |                     |               |
+--------------------------------+---------------------+---------------+
| **Project Site: Delivery Order | **Contractor        |               |
| No.:**                         | Name:**             |               |
+--------------------------------+---------------------+---------------+
|                                | Outstanding Capital | Total         |
|                                |                     | Cancellation  |
|                                | Investment          |               |
|                                |                     | Ceiling       |
+--------------------------------+---------------------+---------------+
| Installation Acceptance        |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year One                |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Two                |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Three              |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Four               |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Five               |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Six                |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Seven              |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Eight              |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Nine               |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Ten                |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Eleven             |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Twelve             |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Thirteen           |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Fourteen           |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Fifteen            |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Sixteen            |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Seventeen          |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Eighteen           |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Nineteen           |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Twenty             |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Twenty-one         |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Twenty-two         |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Twenty-three       |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Twenty-four        |                     |               |
+--------------------------------+---------------------+---------------+
| End of Year Twenty-five        |                     |               |
+--------------------------------+---------------------+---------------+
| \(1\) Outstanding Capital      |                     |               |
| Investment - A fixed subset of |                     |               |
| Total Cancellation Ceiling.    |                     |               |
| Constitutes the remaining      |                     |               |
| unamortized principal on total |                     |               |
| Amount Financed for each time  |                     |               |
| period specified above plus    |                     |               |
| any prepayment charges, as     |                     |               |
| negotiated for the delivery    |                     |               |
| order award.                   |                     |               |
|                                |                     |               |
| \(2\) Cancellation Ceilings    |                     |               |
| for each time period specified |                     |               |
| above establish the maximum    |                     |               |
| termination liability for that |                     |               |
| time period. Actual total      |                     |               |
| termination costs will be      |                     |               |
| negotiated.                    |                     |               |
|                                |                     |               |
| \(3\) The contractor may       |                     |               |
| attach a monthly Financing     |                     |               |
| Termination Liability Schedule |                     |               |
| which must correspond to the   |                     |               |
| annual amounts submitted above |                     |               |
| in each year for Outstanding   |                     |               |
| Capital Investment.            |                     |               |
|                                |                     |               |
| \(4\) In the event of delivery |                     |               |
| order cancellation or          |                     |               |
| termination for convenience,   |                     |               |
| FAR 52.217-2 or 52.249.2 will  |                     |               |
| apply. Changes to a delivery   |                     |               |
| order based on mutual          |                     |               |
| agreement of the parties       |                     |               |
| rather than cancellation or    |                     |               |
| termination may use the        |                     |               |
| information in this schedule.  |                     |               |
+--------------------------------+---------------------+---------------+

##### ESPC Contract Risk/Responsibility Matrix

+------------------------+--------------------+-----------------------+
| **Respon               | **ESCO Proposed    | **Agency Assessment** |
| sibility/Description** | Approach**         |                       |
+------------------------+--------------------+-----------------------+
| **Financial:**         |                    |                       |
+------------------------+--------------------+-----------------------+
| **[Interest            |                    |                       |
| rates]{.underline}:**  |                    |                       |
| Neither the ESCO nor   |                    |                       |
| the agency has         |                    |                       |
|                        |                    |                       |
| significant control    |                    |                       |
| over prevailing        |                    |                       |
| interest rates. During |                    |                       |
| all phases of the      |                    |                       |
| project, interest      |                    |                       |
| rates will change with |                    |                       |
|                        |                    |                       |
| market conditions.     |                    |                       |
| Higher interest rates  |                    |                       |
| will increase          |                    |                       |
|                        |                    |                       |
| project cost,          |                    |                       |
| financing/project      |                    |                       |
| term, or both. The     |                    |                       |
| timing of the Delivery |                    |                       |
| Order signing may      |                    |                       |
| impact the available   |                    |                       |
| interest rate and      |                    |                       |
| project cost. Clarify  |                    |                       |
| when the interest rate |                    |                       |
| is locked in, and if   |                    |                       |
| it is a fixed or       |                    |                       |
| variable rate.         |                    |                       |
+------------------------+--------------------+-----------------------+
| **[Energy              |                    |                       |
| prices:]{.underline}** |                    |                       |
| Neither the ESCO nor   |                    |                       |
| the agency has         |                    |                       |
| significant control    |                    |                       |
| over actual energy     |                    |                       |
| prices. For            |                    |                       |
| calculating savings,   |                    |                       |
| the value of the saved |                    |                       |
| energy may either be   |                    |                       |
| constant, change at a  |                    |                       |
| fixed inflation rate,  |                    |                       |
| or float with market   |                    |                       |
| conditions. If the     |                    |                       |
| value changes with the |                    |                       |
| market, falling energy |                    |                       |
| prices place the ESCO  |                    |                       |
| at the risk of falling |                    |                       |
| to meet cost savings   |                    |                       |
| guarantees. If energy  |                    |                       |
| prices rise, there is  |                    |                       |
| a small risk to the    |                    |                       |
| agency that energy     |                    |                       |
| saving goals might not |                    |                       |
| be met while the       |                    |                       |
| financial goals are.   |                    |                       |
| If the value of saved  |                    |                       |
| energy is fixed        |                    |                       |
| (either constant or    |                    |                       |
| escalated), the agency |                    |                       |
| risks making payments  |                    |                       |
| in excess of actual    |                    |                       |
| energy cost savings.   |                    |                       |
+------------------------+--------------------+-----------------------+
| **[Construction        |                    |                       |
| costs:]{.underline}**  |                    |                       |
| The ESCO is            |                    |                       |
| responsible for        |                    |                       |
| determining            |                    |                       |
| construction costs and |                    |                       |
| defining a budget. In  |                    |                       |
| a fixed-price          |                    |                       |
| design/build contract, |                    |                       |
| the agency assumes     |                    |                       |
| little responsibility  |                    |                       |
| for cost overruns.     |                    |                       |
| However, if            |                    |                       |
| construction estimates |                    |                       |
| are significantly      |                    |                       |
| greater than           |                    |                       |
| originally assumed,    |                    |                       |
| the ESCO may find that |                    |                       |
| the project or measure |                    |                       |
| is no longer viable    |                    |                       |
| and drop it. In a      |                    |                       |
| design/build contract, |                    |                       |
| the agency loses some  |                    |                       |
| design control.        |                    |                       |
| Clarify design         |                    |                       |
| standards and the      |                    |                       |
| design approval        |                    |                       |
| process (including     |                    |                       |
| changes) and how costs |                    |                       |
| will be reviewed.      |                    |                       |
+------------------------+--------------------+-----------------------+

Attachment 5

+------------------------+--------------------+------------------------+
| ##### Resp             | **ESCO Proposed    | **Agency Assessment**  |
| onsibility/Description | Approach**         |                        |
+------------------------+--------------------+------------------------+
| ######                 |                    |                        |
|                        |                    |                        |
| ###### [M&V cost       |                    |                        |
| s]{.underline}: the ag |                    |                        |
| ency assumes the finan |                    |                        |
| cial responsibility fo |                    |                        |
| r M &V costs directly  |                    |                        |
| or through the ESCO. I |                    |                        |
| f the agency wishes to |                    |                        |
|  reduce M & V costs, i |                    |                        |
| t may do so by accepti |                    |                        |
| ng less rigorous M & V |                    |                        |
|  activities with more  |                    |                        |
| uncertainty in the sav |                    |                        |
| ing estimates. Clarify |                    |                        |
|  what performance is b |                    |                        |
| eing guaranteed (equip |                    |                        |
| ment performance, oper |                    |                        |
| ational factors, energ |                    |                        |
| y cost savings) and th |                    |                        |
| at the M & V plan is d |                    |                        |
| etailed enough to sati |                    |                        |
| sfactorily verify it.  |                    |                        |
+------------------------+--------------------+------------------------+
| **[                    |                    |                        |
| Delays]{.underline}:** |                    |                        |
| Both the ESCO and the  |                    |                        |
| agency can cause       |                    |                        |
| delays. Failure to     |                    |                        |
| implement a viable     |                    |                        |
| project in a timely    |                    |                        |
| manner costs the       |                    |                        |
| agency in the form of  |                    |                        |
| lost savings, and can  |                    |                        |
| add cost to the        |                    |                        |
| project. Clarify       |                    |                        |
| schedule and how       |                    |                        |
| delays will be         |                    |                        |
| handled.               |                    |                        |
+------------------------+--------------------+------------------------+
| **[Major changes in    |                    |                        |
| fa                     |                    |                        |
| cility]{.underline}:** |                    |                        |
| The agency (or         |                    |                        |
| Congress) controls     |                    |                        |
| major changes in       |                    |                        |
| facility use,          |                    |                        |
| including closure.     |                    |                        |
| Clarify                |                    |                        |
| responsibilities in    |                    |                        |
| the event of a         |                    |                        |
| premature facility     |                    |                        |
| closure, loss of       |                    |                        |
| funding, or other      |                    |                        |
| major change.          |                    |                        |
+------------------------+--------------------+------------------------+
| **[Opera               |                    |                        |
| tional]{.underline}:** |                    |                        |
+------------------------+--------------------+------------------------+
| **[Operating           |                    |                        |
| hours]{.underline}:**  |                    |                        |
| The Agency generally   |                    |                        |
| has control over the   |                    |                        |
| operating hours.       |                    |                        |
| Increases and          |                    |                        |
| decreases in operating |                    |                        |
| hours can show up as   |                    |                        |
| increases or decreases |                    |                        |
| in "savings" depending |                    |                        |
| on the M & V method    |                    |                        |
| (e.g. operating hours  |                    |                        |
| times, improved        |                    |                        |
| efficiency of          |                    |                        |
| equipment vs. whole    |                    |                        |
| building, utility      |                    |                        |
| analysis). Clarify if  |                    |                        |
| operating hours are to |                    |                        |
| be measured or         |                    |                        |
| stipulated and what    |                    |                        |
| the impact will be     |                    |                        |
| measured or stipulated |                    |                        |
| and what the impact    |                    |                        |
| will be if they        |                    |                        |
| change. If the         |                    |                        |
| equipment loads are    |                    |                        |
| stipulated, the        |                    |                        |
| baseline should be     |                    |                        |
| carefully documented   |                    |                        |
| and agreed to by both  |                    |                        |
| parties.               |                    |                        |
+------------------------+--------------------+------------------------+
| *                      |                    |                        |
| *[Load]{.underline}:** |                    |                        |
| Equipment loads can    |                    |                        |
| change over time. The  |                    |                        |
| agency generally has   |                    |                        |
| control over hours of  |                    |                        |
| operation, conditioned |                    |                        |
| floor area, intensity  |                    |                        |
| of use (e.g. changes   |                    |                        |
| in occupancy or level  |                    |                        |
| of automation).        |                    |                        |
| Changes in load can    |                    |                        |
| show up as increases   |                    |                        |
| or decreases in        |                    |                        |
| "savings" depending on |                    |                        |
| the M & V method.      |                    |                        |
| Clarify if equipment   |                    |                        |
| loads are to be        |                    |                        |
| measured or stipulated |                    |                        |
| and what the impact    |                    |                        |
| will be if they        |                    |                        |
| change. If the         |                    |                        |
| equipment loads are    |                    |                        |
| stipulated, the        |                    |                        |
| baseline should be     |                    |                        |
| carefully documented   |                    |                        |
| and agreed to by both  |                    |                        |
| parties.               |                    |                        |
+------------------------+--------------------+------------------------+
| #####                  | **ESCO Proposed    | **Agency Assessment**  |
|                        | Approach**         |                        |
| ##### Resp             |                    |                        |
| onsibility/Description |                    |                        |
+------------------------+--------------------+------------------------+
| **[W                   |                    |                        |
| eather]{.underline}:** |                    |                        |
| A number of energy     |                    |                        |
| efficiency measures    |                    |                        |
| affected by weather.   |                    |                        |
| Neither the ESCO nor   |                    |                        |
| the agency has control |                    |                        |
| over the weather.      |                    |                        |
| Changes in weather can |                    |                        |
| increase or decrease   |                    |                        |
| "savings" depending on |                    |                        |
| the M & V method (e.g. |                    |                        |
| equipment run hours    |                    |                        |
| times efficiency       |                    |                        |
| improvement vs. whole  |                    |                        |
| building utility       |                    |                        |
| analysis). If weather  |                    |                        |
| is "normalized" actual |                    |                        |
| savings could be less  |                    |                        |
| than payments for a    |                    |                        |
| given year, but will   |                    |                        |
| "average out" over the |                    |                        |
| long run. Weather      |                    |                        |
| corrections to the     |                    |                        |
| baseline or ongoing    |                    |                        |
| performance should be  |                    |                        |
| clearly specified and  |                    |                        |
| understood.            |                    |                        |
+------------------------+--------------------+------------------------+
| **[User                |                    |                        |
| partici                |                    |                        |
| pation]{.underline}**: |                    |                        |
| Many energy            |                    |                        |
| conservation measures  |                    |                        |
| require user           |                    |                        |
| participation to       |                    |                        |
| generate savings (e.g. |                    |                        |
| control settings). The |                    |                        |
| savings can be         |                    |                        |
| variable and the ESCO  |                    |                        |
| may be unwilling to    |                    |                        |
| invest in these        |                    |                        |
| measures. Clarify what |                    |                        |
| degree of user         |                    |                        |
| participation is       |                    |                        |
| needed and utilize     |                    |                        |
| monitoring and         |                    |                        |
| training to mitigate   |                    |                        |
| risk. If performance   |                    |                        |
| is stipulated,         |                    |                        |
| document and review    |                    |                        |
| assumptions carefully  |                    |                        |
| and consider M & V to  |                    |                        |
| confirm the capacity   |                    |                        |
| to save (e.g. confirm  |                    |                        |
| that the controls are  |                    |                        |
| functional).           |                    |                        |
+------------------------+--------------------+------------------------+
| **[Perfo               |                    |                        |
| rmance]{.underline}:** |                    |                        |
+------------------------+--------------------+------------------------+
| **[Equipment           |                    |                        |
| perfo                  |                    |                        |
| rmance:]{.underline}** |                    |                        |
| Generally the ESCO has |                    |                        |
| control over the       |                    |                        |
| selection of equipment |                    |                        |
| and is responsible for |                    |                        |
| its proper             |                    |                        |
| installation and       |                    |                        |
| performance. Generally |                    |                        |
| the ESCO has           |                    |                        |
| responsibility to      |                    |                        |
| demonstrate that the   |                    |                        |
| new improvements meet  |                    |                        |
| expected performance   |                    |                        |
| levels including       |                    |                        |
| standards of service   |                    |                        |
| and efficiency.        |                    |                        |
| Clarify who is         |                    |                        |
| responsible for        |                    |                        |
| initial and long-term  |                    |                        |
| performance, how it    |                    |                        |
| will be verified, and  |                    |                        |
| what will be done if   |                    |                        |
| performance does not   |                    |                        |
| meet expectations.     |                    |                        |
+------------------------+--------------------+------------------------+
| **[Oper                |                    |                        |
| ations]{.underline}**: |                    |                        |
| Responsibility for     |                    |                        |
| operations is          |                    |                        |
| negotiable, and it can |                    |                        |
| impact performance.    |                    |                        |
| Clarify how proper     |                    |                        |
| operation will be      |                    |                        |
| assured. Clarify       |                    |                        |
| responsibility for     |                    |                        |
| operations and         |                    |                        |
| implication of         |                    |                        |
| equipment control.     |                    |                        |
+------------------------+--------------------+------------------------+

+------------------------+--------------------+------------------------+
| ##### Resp             | **ESCO Proposed    | **Agency Assessment**  |
| onsibility/Description | Approach**         |                        |
+------------------------+--------------------+------------------------+
| **[Maintenance &       |                    |                        |
| Repair:]{.underline}** |                    |                        |
| Responsibility for     |                    |                        |
| maintenance and repair |                    |                        |
| is negotiable, however |                    |                        |
| it is often tied to    |                    |                        |
| performance. Clarify   |                    |                        |
| how long-term          |                    |                        |
| maintenance and repair |                    |                        |
| will be assured,       |                    |                        |
| especially if the      |                    |                        |
| party responsible for  |                    |                        |
| long-term performance  |                    |                        |
| is not responsible for |                    |                        |
| maintenance. Clarify   |                    |                        |
| who is responsible for |                    |                        |
| ECM overhaul,          |                    |                        |
| component or equipment |                    |                        |
| repair required to     |                    |                        |
| maintain operational   |                    |                        |
| performance throughout |                    |                        |
| the contract term.     |                    |                        |
+------------------------+--------------------+------------------------+
| **[Equipment           |                    |                        |
| Repla                  |                    |                        |
| cement.]{.underline}** |                    |                        |
| Responsibility for     |                    |                        |
| replacement of         |                    |                        |
| contractor-installed   |                    |                        |
| equipment is           |                    |                        |
| negotiable, however it |                    |                        |
| is often tied to ECM   |                    |                        |
| performance. Clarify   |                    |                        |
| who is responsible for |                    |                        |
| replacement of failed  |                    |                        |
| components or          |                    |                        |
| equipment throughout   |                    |                        |
| the term of the        |                    |                        |
| contract. Specifically |                    |                        |
| address potential      |                    |                        |
| impacts on performance |                    |                        |
| due to equipment       |                    |                        |
| failure. Life of       |                    |                        |
| equipment is critical  |                    |                        |
| to ECM performance     |                    |                        |
| during the contract    |                    |                        |
| term. Specify          |                    |                        |
| equipment life         |                    |                        |
| expected for all       |                    |                        |
| installed equipment    |                    |                        |
| and specify warranties |                    |                        |
| proposed for the       |                    |                        |
| installed ECMs.        |                    |                        |
+------------------------+--------------------+------------------------+

**SUBCONTRACTING PLAN**

Attachment 6