**AGREEMENT FOR ENERGY CONSERVATION AND DEMAND**

**SIDE MANAGEMENT SERVICES**

**BETWEEN**

**THE UNITED STATES OF AMERICA**

**AND**

**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ UTILITY COMPANY**

This Agreement for implementation of Energy Conservation Measures (ECMs)
is entered into this \_\_\_\_\_ day of \_\_\_\_\_\_\_, 199\_, by and
between \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Utility Company (Utility)
and the United States of America (Government), represented by the
Contracting Officer executing this Agreement. The signatories to this
Agreement will be sometimes collectively referred to as the "Parties"
and individually as a "Party." This Agreement (when signed by the
Parties), any Task Orders (T.O.) executed pursuant to this Agreement,
and any other associated agreements shall constitute the entire Contract
between the Parties with respect to a particular ECM. A term or
condition contained in this Agreement may be amended at any time by
mutual written agreement of the Parties. However, termination,
modification, or expiration of a term or condition shall not
retroactively affect T.O.s previously entered into under this Agreement.

The Parties agree to the following principles, concepts and procedures:

**GENERAL CONDITIONS**

**GC.1 Purpose.** The Government desires assistance in accomplishing
ECMs at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Installation
("Installation") (may substitute "at all Installations within the
Utility Company's service area, to include \[list the installations by
name\] ("hereinafter, "Installations")). The purpose of this Agreement
is to facilitate the implementation of ECMs through T.O.s. This
Agreement sets forth the terms and conditions under which subsequent
T.O.s may be entered into between the Parties.

**GC.2 Definitions.** Terms used in this Agreement shall have the
following definitions:

**Acceptance** - Written acceptance by the authorized representative of
the Government of an individual Phase or completed ECM pursuant to a
T.O.

**Carrying Charge** - For the purpose of this Agreement, Carrying Charge
shall be an interest rate applied to all ECM Costs incurred by the
Utility until permanent financing is put in place or the Government pays
the ECM Cost. Accrued interest shall be considered an ECM Cost.

**Contracting Officer** - A Government official authorized to enter
into, administer, and/or terminate a contract on behalf of the
Government, and who is authorized to make related determinations and
findings within the limits established pursuant to Government
regulations.

**Contracting Officer's Representative (COR) or Contracting Officer\'s
Technical Representative (COTR)** - A local or project site
representative of the Contracting Officer delegated specific limited
authority, as set forth in a formal delegation letter signed by the
Contracting Officer, for a given T.O.

**Energy Conservation Measure (ECM)** - One or more ECPs completed, or
to be completed, under a T.O. including the feasibility study,
engineering and design, operation and maintenance, and/or implementation
of one or more ECPs, which include, but are not limited to, energy and
water conservation, energy efficient maintenance, energy management
services, facilities alterations, and installation and maintenance of
energy saving devices and technologies. ECMs should have a positive net
present value OVER A PERIOD of 10 years or less, as required by Title 10
U.S.C., Section 2865.

**Energy Conservation Measure Cost (ECM Cost)** - The total cost may
include, but is not limited to the Work, finance charges and overhead
and profit, for the feasibility study, engineering and design,
implementation and operation and maintenance of an ECM, less any
financial incentive or rebates, if provided by the Utility. Payment for
completed ECMs shall be calculated based upon the ECM Cost.

**Energy Conservation Project** **(ECP)** - A specific project intended
and designed to provide any of the following: energy savings, demand
reduction, efficiency improvements and water conservation. ECPs are
described in more detail in Section GC 17.

**Occupied Period** - Hours during which a facility or building is
occupied or used in the normal course of business.

**Quality Assurance Evaluator (QAE)** - A functionally qualified person
who evaluates or inspects the contractor's performance of service in
accordance with the quality assurance surveillance plan written
specifically for the contracted service to be evaluated. The QAE
performs technical monitoring of contractor actions, is responsible for
requesting products and services through a government contract, and
manages the day-to-day tasks of the contract.

**Quality Control** - A management function whereby control of quality
of raw or produced material is exercised for the purpose of preventing
production of defective material. For purposes of this Agreement,
quality control is those actions taken by a contractor to control the
production of outputs to ensure that they conform to the contract
requirements.

**Possession -** When the Government takes beneficial occupancy of an
ECP ("Possession of an ECP") or an ECM ("Possession of an ECM").

**Subcontractor** - Any corporation, partnership or individual hired
directly by the Utility to perform a service or provide a product under
this Agreement and T.O.s resulting from this Agreement.

**Task Order (T.O.)** - A binding contractual action entered into under
this Agreement for the feasibility study, engineering and design,
implementation, and/or operation and maintenance of, or any activity
related to an ECM. (A T.O. can also be identified as a Delivery Order
(D.O.).)

**Termination Schedule -** A schedule developed for each financed ECM
specifying the lump sum payment necessary, at any time during the
contract period following the initial Government payment, for the
complete repayment of the ECM Costs, including any finance costs accrued
to that point.

**Work** - All labor, materials, tools, equipment, services,
transportation and/or other items required for the completion of the
ECM.

**GC.3 Term.** This Agreement shall have a term of \_\_\_\_ years. The
term may not exceed ten (10) years. This Agreement may be terminated in
its entirety by either Party upon thirty (30) days written notice to the
other Party. Thereafter, no new T.O.s shall be entered into under this
Agreement. Termination, modification or expiration of this Agreement
shall not affect in any way T.O.s previously entered into under this
Agreement. This Agreement shall be effective from the date it is signed
by both Parties. In the event the Parties sign this Agreement on
different dates, then the effective date shall be the latter of the two
dates.

**GC.4 Services to be Provided by the Utility.** The Utility shall
provide preliminary audits, feasibility studies, engineering and design
studies, and all initial capital, labor, material, supplies and
equipment to identify, implement, operate or maintain ECMs in accordance
with T.O.s entered into pursuant to this Agreement. These services may
be ordered individually, as a group or in any combination under a single
T.O.

**GC.5 Information.** Subject to national security constraints and
unless otherwise prohibited by law, the Government shall provide the
Utility with any information requested by the Utility to comply with
regulatory commission requirements.

**GC.6 Relationship of Parties.** The Government acknowledges that the
Utility and/or its Subcontractors shall each perform their work as
independent contractors and the Government shall have no direct control
and supervision of Utility or Subcontractor employees, who shall not be
considered employees or agents of the Government for any purpose. The
Utility, in negotiations with its Subcontractors, will ensure that the
Government will be the direct beneficiary of any and all product and
service guarantees and warranties.

**GC.7 Subcontractor Selection.** The Utility may perform some or all of
the Work under a Task Order itself or through Subcontractors. When
practical, the Utility shall competitively select Subcontractors for the
purpose of determining the reasonableness of Subcontractor prices. When
competition is not practical, price reasonableness may be determined by
comparing proposed prices with those obtained for the same or similar
work, prices published in independent cost guides, published in
competitive price lists or developed by independent sources.

Subcontractor selection shall be based on cost, experience, past
performance, reliability, and such other factors as the Utility may deem
appropriate, as long as such factors are practicably related to the
Government\'s minimum needs. In no event may such services be provided
by Subcontractors listed as excluded from Federal Procurement Programs,
which list is maintained by GSA pursuant to 48 C.F.R. 9.404. For any
T.O., the Utility may submit the names of proposed Subcontractors to the
Government Contracting Officer to ensure they are not excluded pursuant
to 48 C.F.R. 9.404.

**GC.8 Authority of Contracting Officer.** The Government \'s
Contracting Officer shall be the only Government official authorized to
enter into and/or modify a T.O. entered into under this Agreement.

**GC.9 Ownership of Work Product.** The Government may elect not to use
the Utility to implement the ECM. If the Government so elects, it will
pay for any accepted work, including any equipment, completed studies,
and engineering and design work. Title to any work done by the Utility
for the Government under a T.O. shall become the property of the
Government at the time of Acceptance of the Work.

**GC.10** **Responsibility for Operations and Maintenance.** The
operation and maintenance of the equipment installed pursuant to any
T.O. executed under this Agreement shall be the responsibility of the
Utility during the payment term unless otherwise provided in the T.O.

**GC.11** **Government Projects.** The Government shall not be
restricted from implementing equipment installation, construction
projects and ECMs independent of work performed under this Agreement,
including installing new energy conservation equipment, removing
existing energy consuming equipment, or adding new energy consuming
equipment. The Government will notify the Utility prior to implementing
projects that may affect ECMs under this Agreement.

**GC.12** **ECM Performance Verification.** Each T.O. shall include
procedures that are mutually agreeable to the parties to verify ECM
performance following installation.

**GC.13** **Emission Credits.** All on site Government emission credits
earned by virtue of T.O.s entered into hereunder shall be the property
of the Government.

**GC.14 Order of Precedence.** The Government and Utility shall
determine in this Agreement or subsequent T.O.s the precedence given to
the T.O., this Agreement or other documents, exhibits and attachments in
the event an inconsistency arises among these documents.

**GC.15** **Preliminary Audits.** At the request of the Government or
the Utility and upon the mutual consent of both parties, the Utility
will conduct, at no cost to the Government, an audit consisting of an
on-site building investigation and evaluation for a mutually agreeable
facility to determine if any significant energy conservation
opportunities exist and whether further detailed energy analysis is
warranted. Government buildings/facilities plans will be made available
upon request. Requests for plans shall be made to the COR at least
fifteen (15) calendar days in advance of the audit start date. The
Utility will provide a written report of the audit to the Government,
normally at no cost. The Utility will utilize historical building data,
utility data, and information obtained by the Utility to identify ECPs.
Using this information, the Utility will generate a prioritized list of
recommendations, in sequence of implementation, that are life-cycle cost
effective and can be implemented in the facility being audited. The
preliminary audit, to the extent applicable, shall include but not be
limited to the following information:

\(a\) Preliminary estimated energy and water savings,

\(b\) Preliminary estimated cost savings, including reduced maintenance
costs,

\(c\) Current utility rates,

\(d\) Preliminary retrofit cost,

\(e\) Utility financial incentive/rebate, if any,

\(f\) Description of existing equipment,

\(g\) Description of the proposed retrofit equipment,

\(h\) Overview of the general environmental impact and potential
hazardous wastes

identified through existing facility records, if any.

**GC.16** **ECM Proposal.** After reviewing the preliminary audit, the
Government may request a proposal from the Utility, for the evaluation
of an ECM. The Utility shall submit an ECM proposal setting forth a
prioritized list of the recommended ECPs within the ECM, a preliminary
estimate of the cost to implement each ECP, the total costs for
implementing the ECM (including estimated feasibility study, engineering
and design, and implementation costs), and estimated cost savings.

**GC.17 Energy Conservation Projects.** The Utility may propose ECMs
which include one or more ECPs. ECPs that substitute one energy type for
another (e.g., natural gas in lieu of electricity) will not be
considered for implementation unless a net overall energy or cost
reduction can be demonstrated, based on current market energy prices.
Potential ECPs include, but are not limited to:

\(a\) Interior and exterior lighting replacement,

\(b\) Transformer replacement,

\(c\) Lighting control improvements,

\(d\) Motor replacement with high efficiency motor,

\(e\) Construction of alternative generation or cogeneration facilities,

\(f\) Boiler control improvements,

\(g\) Packaged air conditioning unit replacement,

\(h\) Cooling tower retrofit,

\(i\) Economizer installation,

\(j\) Energy management control system (EMCS) replacement/alteration,

\(k\) Occupancy sensors,

\(l\) LED exit sign installation,

\(m\) Fans and pump replacement or impeller trimming,

\(n\) Chiller retrofit,

\(o\) Upgrade of natural gas-fired boilers with new controls (low NOX
burners),

\(p\) Solar domestic hot water system,

\(q\) Solar air preheating system,

\(r\) Steam trap maintenance and replacement,

\(s\) Insulation installation,

\(t\) Variable speed drive utilization,

\(u\) Weatherization,

\(v\) Window replacement,

\(w\) Window coverings and awnings,

\(y\) Reflective solar window tinting,

\(z\) Fuel cell installation,

(aa) Photovoltaic system installation,

(bb) Faucet replacement (infrared sensor),

\(cc\) Replacement of air conditioning & heating unit with a heat pump,

(dd) Addition of liquid refrigerant pump to a reciprocating air
conditioning unit,

(ee) High efficiency refrigerator replacement,

(ff) High efficiency window air conditioner replacement,

a\. Water conservation device installation (e.g., flow restrictors, low
flow flush

valves, waterless urinals, horizontal axis washing machines),

(hh) Installation, maintenance and operation of power quality and
reliability measures

including UPS systems, back-up generators, emergency generators, etc.,

\(ii\) Fuel switching technology,

(jj) Infrared heating system,

(kk) Heat pipe dehumidification,

(ll) Flash bake commercial cooking,

\(mm\) Thermal energy storage system,

(nn) Operation, maintenance, modification and/or extension of utility
distribution and

collection system,

(oo) Training that will result in reduced energy costs,

(pp) Power factor correction measures and equipment,

(qq) Installation, maintenance and operation of standby propane
facility,

(rr) Installation, maintenance and operation of gas distribution system
and associated

equipment,

(ss) Water distribution system leak detection, and cost effective
repair,

(tt) Any other ECP that is cost effective using the then current DoD
prescribed

procedures and standards, and which encourages the use of renewable
energy,

reduces the Government's energy consumption or energy demand or results
in

other energy infrastructure improvements.

**GC.17.1 ECM Restrictions.** The Government shall not consider ECMs
which include:

\(a\) Measures which could jeopardize existing agency missions,

\(b\) Measures which could jeopardize the operation of, or environmental
conditions

of, computers or computer rooms,

\(c\) Unless waived by the Contracting Officer, measures that would
result in increased

> water consumption (e.g., once-through fresh water cooling systems),

\(d\) Measures which would violate any federal, state, or local laws or
regulations,

\(e\) Measures which degrade performance or reliability of existing
Government

> equipment,

\(f\) Unless waived by the Contracting Officer, measures that would
reduce energy

> capacity currently reserved for future growth, mobilization needs,
> safety,
>
> emergency back-up, etc.,

\(g\) Measures that violate the then current versions of the National
Electric Code, the

> National Electric Safety Code, the Uniform Building Code or the
> Uniform
>
> Mechanical Code,

\(h\) Utility financed measures that do not result in savings in the
base utility

> expenditures sufficient to cover the project costs.

**GC.17.2 Facility Performance Requirements of ECMs.** ECMs proposed by
the Utility shall conform to the following facility performance
standards:

\(a\) Lighting levels shall meet the minimum requirements of the then
current

Illuminating Engineering Society (IES) Lighting Handbook,

\(b\) Heating and cooling temperature levels shall meet Government
design standards,

\(c\) ECMs shall permit flexible operation of energy systems for changes
in occupancy

levels and scheduling of facilities. In proposing an ECM, the Utility
may assume

the building function will remain constant unless otherwise indicated by
the

Government.

**GC.18 Task Orders.** Following the evaluation of the ECM proposal, the
Government may elect to execute a T.O. with the Utility for the
evaluation, implementation or operation and maintenance of the ECM. If
requested by the Government, the Utility will provide or obtain
financing on terms at least as good as those available to customers in a
comparable service class, or with a comparable risk profile, considering
the nature of the security interests to be granted, if any, and other
conditions affecting the cost of financing.

The T.O. may have five phases; Audit (when applicable), Feasibility
Study Phase, Engineering and Design Phase, Implementation Phase and
Operation and Maintenance Phase. Because the extent of all the work is
unlikely to be known at the time the T.O. is entered into, these phases
shall be line items under the T.O., and shall be issued with an
estimated Termination Schedule at the time the T.O. is executed.
However, work will not commence on a particular phase unless and until a
statement of work and a price for that phase have been agreed upon.

Following completion and Acceptance of the Feasibility or Engineering
and Design Phases, the Government may elect to (i) pay the ECM Cost for
each completed Phase within thirty (30) calendar days of being invoiced,
or (ii) defer payments for that Phase until the end of the next Phase at
which time the Government shall pay the ECM Cost for each completed
Phase within thirty (30) calendar days of invoice, or (iii) include such
amounts in the ECM Cost, if the Government elects to proceed with the
Implementation Phase. If the Government elects not to proceed with the
next Phase, it shall pay the Utility the ECM Cost for the prior
completed Phases, plus a Carrying Charge as negotiated by the parties in
the T.O. A decision to proceed or not to proceed with the next Phase
must be made within sixty (60) days of receipt of a written request from
the Utility. Only the Contracting Officer shall be authorized to
exercise the Government's option to proceed to the next Phase, and such
exercise shall be provided in writing within sixty (60) days of receipt
of a statement of work and price.

Government finance payments for the Implementation Phase shall begin on
the date of the first Utility bill following the 30 day period after the
Government takes possession of all or part of the ECM as provided in
FAR, Part 36, Subpart 36.511, and a satisfactory ECM Performance
Verification as defined in the T.O. and pursuant to Section GC.12 of
this Agreement.

The timing and amount of Government payments of appropriated funds for
the Operations and Maintenance Phase shall be determined in the T.O.

The T.O. shall be subject to any legally required Federal Acquisition
Regulations. Because services may vary widely from one T.O. to another,
the Contracting Officer will insure that the appropriate FAR clauses
from the FAR matrix found at FAR, Part 52, Subpart 52.301, are
incorporated into any contract entered into by the parties for services
provided by the Utility under the T.O.

**GC.19 ECM Feasibility Study Phase.** The Task Order shall set forth a
scope of work for a detailed study to determine whether particular ECMs
proposed by the Utility are feasible (the "Feasibility Study\"). The
Task Order shall specify the terms for the completion of the Feasibility
Study and establish a price for the Feasibility Study. The Government
will pay the Utility the agreed-upon price for the Feasibility Study in
accordance with the T.O. If the Government elects to proceed with the
Engineering and Design Phase as set forth below in Paragraph GC.20, the
cost of the Feasibility Study shall be rolled into the Engineering and
Design Phase ECM Cost. The Feasibility Study will provide, at a minimum,
the following information:

[Technical Factors]{.underline}:

\(a\) Audits of energy consumption of existing equipment and facilities,
including

> estimated energy and cost savings, and proposed retrofit costs and
> financial
>
> incentives/rebates,

\(b\) Water audits of supply and utilization facilities, if specified by
the Government,

\(c\) Equipment to be removed or replaced, and new equipment to be
installed,

\(d\) Specifications, including catalog cuts, for new equipment.
Specifications should include (as applicable): power rating, estimated
energy consumption, input/output, power ratio, lighting level and
estimated equipment life,

\(e\) Operation and maintenance procedures required after ECM
implementation (if

> significantly altered by the ECM),

\(f\) Training that will be provided for the proper operation and
maintenance of ECPs, including details on how many hours of training
will be provided and how many people will be trained,

\(g\) Electrical and mechanical sketches for all ECPs that involve
changes to existing

> systems, (sketches will not be required for ECPs involving only
> component
>
> replacement),

\(h\) Government support (e.g. minor changes in Government operations,
movement of equipment, etc.) required during implementation of the ECM,

\(i\) Utility interruptions needed for implementation of each ECP by
type (gas,

> electricity, water, etc.), extent (room number, entire building, etc.)
> and duration,

\(j\) Identification of potential adverse environmental effects,

\(k\) Any documentation required to comply with applicable environmental
laws,

\(l\) The estimated construction time in calendar days, showing
significant milestones,

\(m\) The estimated annual energy savings in kilowatt-hour and kilowatt
demand of

> electricity, decatherms of natural gas and cubic feet of water for the
> life of each
>
> ECP, including all assumptions and detailed calculations showing how
> savings
>
> were determined,

\(n\) The estimated equipment life for each ECP,

\(o\) A proposed method to verify energy savings at the time of ECM
Acceptance

> which shall be subject to Government approval,

\(p\) Documentation that each proposed ECP has been recommended and
selected

> without regard to fuel source;

[Cost Factors]{.underline}:

\(q\) Estimated annual operation costs (e.g. increased use of alternate
fuel

sources, replacement filters) and increased maintenance costs (e.g.
relamping

with a higher cost product, etc.),

\(r\) Total estimated ECM Cost to the Government,

\(s\) Estimated breakdown of financial incentives/rebates for each ECM
(if any) in a

> format mutually agreeable to the Parties,

\(t\) Estimated Cost-of-Money Rate (percent),

\(u\) Estimated annual energy and operations and maintenance cost
savings including

> details on estimated annual savings for each area of savings, such as
> lighting,
>
> controls, motors and transformers,

\(v\) Estimated breakdown of implementation costs for each area of
energy savings,

> such as lighting, controls, motors and transformers,

\(w\) Estimated costs for replacing existing components and installing
new

> components/systems shall be listed separately,

\(x\) Estimated unit costs for major components and systems,

\(y\) Estimated Life Cycle Cost Analysis prepared in accordance with the
then current edition of the [Energy Prices and Discount Factors for
Life-Cycle-Cost Analysis]{.underline}, published as the annual
supplement to the National Institute of Standards and Technology (NIST)
Handbook 135.

**GC.20 ECM Engineering and Design Phase.** After evaluation and
Acceptance of the feasibility study, the Government may elect to proceed
with the Engineering and Design Phase. Prior to proceeding, the Parties
shall agree upon a statement of work for all engineering and design
services necessary for the implementation of a particular ECM, a time
frame for completion of the work, and a price or cost cap for
engineering and design work for the ECM. If the Government elects to
proceed with the Implementation Phase as set forth below, the cost of
the engineering and design work shall be rolled into the total ECM Cost.
This T.O. shall include an estimated amortization schedule for the ECM.

**GC.20.1 Verification of Floor Plans.** The Utility will verify the
accuracy of any floor plans provided by the Government.

**GC.20.2 Government Design Review.** Task Orders shall permit adequate
time for Government review of engineering and design work at 35% and 95%
design completion, or at any other stage, as negotiated in the T.O.

**GC.20.3 Site Plans.** If proposed ECMs require installation outside
existing buildings or structures, a site plan showing recommended siting
of ECMs shall be prepared for Government review and approval. Site plans
shall be submitted as part of the Utility\'s proposal. It is recommended
that the Utility propose alternate sites for review in case the primary
site is unavailable.

**GC.20.4 ECM Implementation Proposal.** Upon completion and Acceptance
of the Engineering and Design Phase, the Utility will submit to the
Government an ECM implementation proposal (the "Proposal\"). If
requested by the Contracting Officer, the Utility will be required to
present a briefing to the Government explaining the Proposal. At a
minimum, the Proposal shall include all pertinent technical and cost
factors listed in Paragraph GC.19 of this Agreement plus a copy of
subcontractor(s) bid(s). The Proposal shall also set forth negotiated
pricing criteria that describes the method for determining the prices to
be paid to the Utility for supplies or services. The Government shall
evaluate the Proposal for technical soundness and price reasonableness.
If the Government elects to proceed with the ECM, the Utility and
Government shall agree upon a complete scope of work with
specifications, time for performance, ECM Cost, source and cost of
capital or financing, payment terms, amortization schedule and final
Termination Schedule. If the Contracting Officer deems it appropriate,
the Utility will provide acceptable performance and payment bonds.

**GC.21 ECM Implementation Phase.** The Utility shall perform work in
accordance with the T.O. The following provisions shall apply to ECM
implementation work performed pursuant to T.O.s executed under this
Agreement, unless exceptions are provided in the T.O.

**GC.21.1 Pre-Work Requirements.** Prior to commencing ECM
implementation Work on a T.O., the Utility shall meet with the
Contracting Officer or COR at a time mutually agreeable to the Utility
and the Contracting Officer, to discuss and develop mutual
understandings relative to safety, scheduling, performance, obtaining
necessary permits, and administration of the Implementation Phase. Prior
to commencement of on-site work, written approval of the following shall
be obtained from the Contracting Officer by the Utility:

\(a\) Utility\'s proposed implementation schedule indicating the
installation period and

time required for delivery of equipment,

\(b\) Evidence that the required insurance has been obtained.

**GC.21.2 Interruptions.** The Utility shall arrange on-site work to
minimize interference with normal Government operations. All
interruptions shall be made outside occupied periods whenever possible
and coordinated with the Contracting Officer or COR. The Utility shall
endeavor to keep the duration of utility interruptions to a minimum.
Requests for utility outages shall be submitted for approval, in
writing, as specified in the T.O. The request shall include the
approximate duration, date, time and reason for the interruption.
Utility interruptions include, but are not necessarily limited to, the
following systems:

\(a\) Electrical,

\(b\) Natural Gas,

\(c\) Sewer,

\(d\) Steam,

\(e\) Water,

\(f\) Telephone,

\(g\) Computer cables.

**GC.21.3 Construction Documentation.** The Utility shall provide
construction drawings and specifications, certified by a registered
engineer or architect, as applicable, to ensure compliance with all
applicable federal, state and local codes and regulations as required by
individual T.O.s.

**GC.21.4 Standardization of Materials.** All materials proposed to be
installed pursuant to this Agreement shall be readily, commercially
available, and as similar in form, fit and function to each other as is
practicable to allow efficient provisioning of replacement parts.

**GC.21.5 Water Conservation Measures.** The Utility will consider water
conservation in all ECMs. The Utility will obtain rebates from the local
water utility if available. Rebates, if any, shall be applied to the
cost of the project.

**GC.21.6 Operation and Maintenance Manuals**. At the time of Government
Acceptance of a completed ECM, the Utility shall furnish, for the
equipment specified, operation and maintenance manuals and recommended
spare parts lists identifying components adequate for competitive supply
procurement for operation and maintenance of ECM equipment. The
operation and maintenance manuals shall include maintenance schedules
for all equipment. The scope of each manual shall be agreed upon in the
T.O.

**GC.21.7** **Government Personnel Training for ECPs.** The Utility
shall train Government personnel, as required, to operate, maintain, and
repair ECM equipment and systems. The date and time of training shall
normally be coordinated with the Contracting Officer or COR prior to
Acceptance of the ECM. The cost for such training shall be included in
the ECM Cost.

**GC.21.8 As-Built Drawings.** Within forty-five (45) calendar days
after Government Acceptance of each installed ECM, the Utility shall
submit as-built drawings to the Contracting Officer or COR. Drawings
will not be required for component replacement. Drawings shall include
at a minimum:

\(a\) The installation (i.e., form, fit, and attachment details) of the
interface between

ECM equipment and existing Government equipment,

\(b\) The location and rating of installed equipment on building floor
plans.

**GC.21.9 Installation.** The Utility will arrange for the installation
of approved ECMs and construction oversight and verify that the designed
and specified energy efficiency equipment and/or system modifications
are properly supplied or installed in a manner that will give the
intended long term demand and energy reductions. The Utility will select
Subcontractors in accordance with Paragraph GC.7 above.

**GC.22 Operation and Maintenance Phase.** The Government may elect to
have the Utility perform the operation and maintenance on part or all of
the ECM. Before exercising its option for this Phase, the Government and
Utility shall agree upon a complete scope of work with specifications,
schedules, warranties and cost.

**GC.23 Required FAR Clauses.** The following FAR clauses are required
to be included in any contract with the Government:

52.203-3 Gratuities,

52.203-5 Covenant Against Contingent Fees,

52.203-7 Anti-Kickback Procedures,

52.222-3 Convict Labor,

52.222-25 Affirmative Action Compliance,

52.222-26 Equal Opportunity,

52.223-6 Drug Free Workplace,

52.233-1 Disputes.

**Warranties and Remedies**

**WR.1** **Warranties.** The Utility shall pass through to the
Government all warranties on equipment installed pursuant to a T.O. In
addition, the Utility will provide, from the date of Acceptance or
Government Possession of an ECP, whichever is earlier, a one year
comprehensive wrap-around warranty guaranteeing that the equipment
installed shall perform in accordance with the specifications agreed
upon between Government and Utility, as set forth in the applicable T.O.

In the event the Utility provides O&M services, a separate warranty will
be negotiated for such services, in accordance with FAR Part 52, Subpart
52.246-20.

**WR.2 No Other Warranties.** The warranties set forth in WR.1 are
exclusive and in lieu of all other warranties. The Utility makes no
other representations or warranties of any kind with respect to the
services and products it provides pursuant to this Agreement and
subsequent T.O.s., The Utility does not guarantee any level of energy or
water savings or cost reductions.

**WR.3 Utility Limitation of Liability.** The Utility shall not be
liable for any special, incidental, indirect, or consequential damages,
connected with or resulting from the performance or non-performance of
work under this Agreement or subsequent T.O.s. In addition, the Utility
shall not be liable under its warranty to the extent that damages are
caused by Government negligence.

**WR.4 Utility Default.** The Government and Utility agree that Utility
default provisions will be governed by those FAR clauses applicable to
specific circumstances. A determination of applicable FAR default
clauses will be made by the Contracting Officer for a specific T.O.

**WR.5 Prompt Payment.** As required in FAR, Part 32, Subpart 32.903,
the Government shall promptly pay ECM utility bills. Late payments shall
accrue interest as provided in FAR, Part 32, Subpart 32.907.

**WR.6 Disputes.** Disputes that arise under this Agreement and
subsequent T.O.s shall be governed by the applicable dispute provisions
found at FAR, Part 33, Subpart 33.2.

**WR.7 Differing Site Conditions.** In the event site conditions differ
materially from those contained in the T.O. additional costs incurred by
the Utility due to the differing conditions shall be negotiated prior to
work, and the ECM Cost shall be increased to reflect an equitable
adjustment as permitted in FAR, Part 36, Subpart 36.502.

**WR.8 Suspension of Work.** In the event Work is delayed, suspended or
stopped by the Government, FAR, Part 42, Subpart 42.13 shall apply.

**FINANCING AND PAYMENT PROVISIONS**

**FP.1 Energy Savings and Financing.** It is intended that the annual
energy savings achieved from the implementation of a Utility financed
ECM under this Agreement will produce financial savings to the
Government which are greater than the cost of implementing the ECM,
including the cost of financing provided under this Agreement. The
payment term cannot exceed ten years.

**FP.2 Financial Incentives, Rebates, and Design Assistance**: The
Utility will provide to the Government the same financial incentives,
rebates, design review, goods, services, and/or any other assistance
provided without charge, that is generally available to customers of a
similar rate class or size. Incentives that may be available are to be
identified in the preliminary audit report provided according to
Paragraph GC.15 and the ECM implementation proposal provided according
to Paragraph GC.20.4.

**FP.3** **Calculation of Payment.** Payment for accepted ECMs shall be
equal to the ECM Cost amortized over a negotiated term. In accordance
with 10 U.S.C. Section 2865, the cost of financing, if any, for any
completed ECM shall be recovered under terms and conditions no less
favorable than those for others in the same customer class. Monthly
payments will commence on the date of the first Utility bill following
the 30 day period after the date the Government takes Possession of the
ECM and ECM Performance Verification Testing, as required by GC.12 and
negotiated in the T.O., is satisfactorily completed.

**FP.4 Buydown.** The Government reserves the right, at any time
following Acceptance, but prior to final payment, to buydown the
outstanding T.O. payments without penalty by giving thirty (30) days
written notice to the Utility. Upon such buydown, the Government shall
pay to the Utility a negotiated percentage of the Termination Schedule
amount. Monthly payments will continue at the same level but the term of
ECM financing will be shortened to reflect the amount of the buydown
payments.

**FP.5 Pre-Acceptance Termination.** In the event the Government desires
to terminate a Task Order for any reason (including, without limitation,
for convenience) prior to Acceptance, the Government may do so by giving
written notice to the Utility thirty (30) days prior to the effective
date of such termination. The Government shall pay the Utility an amount
calculated using a formula agreed to by the Government and Utility and
which will be Attachment A of the Task Order. If a termination occurs
for the convenience of the Government, the amount payable pursuant to
this paragraph shall be deemed as an allowable cost under FAR. (See Part
17 and Part 52, Subpart 52.249-2.)

**FP.6 Post-Acceptance Termination.** In the event the Government
desires to terminate a Task Order for any reason (including, without
limitation, for convenience) after Acceptance, the Government may do so
by giving written notice to the Utility thirty (30) days prior to the
effective date of such termination. The Government shall pay the Utility
the amount set forth in the Termination Schedule which shall be
Attachment B of the Task Order. If a termination occurs for the
convenience of the Government, the amount payable pursuant to this
paragraph shall be deemed as an allowable cost under FAR. (See Part 17
and Part 52, Subpart 52.249-2.)

**FP.7 Assignment of Claims.** Government payments under each T.O.
executed pursuant to this Agreement may be assigned pursuant to FAR,
Part 52, Subpart 52.232.23 "Assignment of Claims." Any bank, trust
company or other financing institution that participates in financing an
ECM shall not be considered a Subcontractor of the Utility. Any
"Assignment of Claims" must comply with the provisions of FAR, Part 32,
Subpart 32.8.

**FP.8 Novation.** The Parties agree that if, subsequent to the
execution of this Agreement, it should become necessary, or desirable,
to execute a "Novation Agreement," said Novation Agreement will comply
with the provisions of FAR, Part 42, Subpart 42.12 and will be in the
form as provided at FAR, Part 42, Subpart 42.1204.

**SPECIAL REQUIREMENTS**

**SR.1 Environmental Protection.** The Utility shall comply with all
applicable federal, state and local laws, regulations and standards
regarding environmental protection (\"Environmental Laws\"). All
environmental protection matters shall be coordinated with the
Contracting Officer or designated representative. The Utility shall
immediately notify the Contracting Officer of, and immediately clean up,
in accordance with all federal, state and local laws and regulations,
all oil spills, hazardous wastes, (as defined at 42 U.S.C. §9601), and
hazardous materials (as defined at 49 C.F.R. Pt. 172) collectively
referred to as "Hazardous Materials," resulting from its operations on
Government property in connection with the implementation of ECMs. The
Utility shall comply with the instructions of the Government with
respect to avoidance of conditions that create a nuisance or create
conditions that may be hazardous to the health of military or civilian
personnel.

**SR.2 Environmental Permits.** Unless otherwise specified, the Utility
shall provide, at its expense, all required environmental permits and/or
permit applications necessary to comply with all applicable federal,
state and local requirements prior to implementing any ECM in the
performance of a T.O. executed pursuant to this Agreement. If any such
permit or permit application requires the signature or other cooperation
of the Government as owner/operator of the property, the Government
agrees to cooperate with the Utility in obtaining the necessary permit
or permit application.

**SR.3 Handling and Disposal of Hazardous Materials.** Not withstanding
the provisions of the FAR, Part 52, Subparts 52.236-2 "Differing Site
Conditions\" and 52.236-3 \"Site Investigations and Conditions Affecting
Work\", the Government understands and agrees that (i) the Utility has
not inspected, and will not inspect, the project site in connection with
a proposed ECM for the purpose of detecting the presence of pre-existing
Hazardous Materials that relate to an ECM or any project site, and (ii)
the Government shall retain sole responsibility for the proper
identification, removal, transport and disposal of any fixtures,
components thereof, or other equipment or substances incidentally
containing pre-existing Hazardous Materials, except as specifically
agreed to by the Utility pursuant to Paragraphs SR.4 and SR.5 (below).

If the Utility, during performance of the work under a T.O. executed
pursuant to this Agreement, has reason to believe that it has
encountered or detected the presence of pre-existing Hazardous
Materials, the Utility shall stop work and shall notify the Government.
The Government will evaluate the site conditions and notify the
contractor of the results of this evaluation. The Utility shall not be
required to recommence work until this situation has been resolved. Any
delay resulting therefrom shall be grounds to request an increase in the
ECM Cost to the extent that such delay increases ECM Costs.

**SR.4 Asbestos and Lead-Based Paint.** To the extent provided for in a
T.O. executed pursuant to this Agreement, in connection with the
implementation of any ECM, the Utility may agree to remove pre-existing
asbestos containing material or lead-based paint, incidental to
implementation of an ECM. However, unless the Utility explicitly agrees
in said T.O. to perform any portion of the testing, removal or abatement
of the pre-existing asbestos or lead-based paint as part of the scope of
work for any ECM, and unless the T.O. specifically references this
Paragraph SR.4, the Government shall be deemed to be solely responsible
as provided for in Paragraph SR.3.

If the Utility in the course of ECM implementation disturbs suspected
lead-based paint or asbestos containing material, the Utility may
propose to the Government that the Utility will perform any portion of
the testing, removal, or abatement of the lead-based paint or asbestos
containing material. Said proposal will include the requested increase
in the ECM Cost on account of such additional work. The Utility will not
commence work involving additional cost without approval of the
Contracting Officer. In the absence of an agreement to the contrary, the
provisions of Paragraph SR.3. (above) shall apply.

In the event the Utility agrees to include any portion of the testing,
removal or abatement of the asbestos within the scope of work for an ECM
implemented as described above in this Paragraph, the hazardous waste
manifests or other shipping papers shall identify the Government as the
sole generator of the Hazardous Materials.

**SR.5** **Refrigerants, Fluorescent Tubes and Ballasts.** To the extent
provided for in a T.O. executed pursuant to this Agreement in connection
with the implementation of any ECM, the Utility shall remove and/or
dispose of all ozone depleting refrigerants, fluorescent tubes and
fluorescent magnetic core and coil ballasts incidental to an ECM to the
Hazardous Materials Disposal site (HAZMAT) on the installation. If there
is no HAZMAT on the installation, the above Hazardous Materials will be
disposed in accordance with all applicable federal, state and local laws
and regulations, provided however, that the hazardous waste manifests or
other shipping papers shall identify the Government as the sole
generator of the Hazardous Materials.