# 

# CONSERVATION EFFORTS  {#conservation-efforts .unnumbered}

# BY HUD AND OTHERS {#by-hud-and-others .unnumbered}

### Past HUD Conservation Efforts

HUD has taken a number of steps to encourage conservation in public
housing in the past. HUD required, for example, that housing authorities
reduce energy consumption in 1981 and 1982, and reduced the operating
subsidy for those that did not by 5% for the fiscal year 1983 or 1984.

HUD also provided Urban Development Action Grants (UDAG) from 1977 to
1993, with the goal of encouraging commercial, neighborhood or
industrial projects in cities threatened with economic decline. Funds
were awarded as the result of a competitive application process. Energy
conservation projects were given priority under UDAG.

###  The Public Housing Management Assessment Program {#the-public-housing-management-assessment-program .unnumbered}

The Public Housing Management Assessment Program is a system established
by HUD to grade the performance of housing authorities. Twelve
indicators are used to assess housing authority performance, with one of
these indicators being the pattern of utility consumption. The utility
indicator measures the previous year's energy consumption compared to
the average for the three previous years. The housing authority is given
a grade of "C" or better if energy consumption decreases, remains stable
or increases by less than 5%. If consumption increases by more than 5%,
a grade of "D," "E" or "F" is assigned. Housing authorities that receive
an overall grade below a minimum established by HUD are required to
enter a binding contract with HUD to correct deficiencies.

###  The Initiative on Energy Efficiency in Housing {#the-initiative-on-energy-efficiency-in-housing .unnumbered}

The Department of Energy (DOE) and HUD launched the Initiative on Energy
Efficiency in Housing in 1990. The five-year program was intended to
find ways to reduce the consumption of energy and water in public and
assisted housing. DOE offered technical assistance to housing
authorities taking part in the program.

Goals of the program included:

-   Research on energy efficient building techniques

-   Implementing field demonstrations of energy efficient practices

-   Making institutional and administrative changes within HUD to
    promote energy efficiency

-   Creating innovative financing partnerships and leveraging federal
    funds with private funds.

-   Providing education, training and technical assistance for those
    involved in public and assisted housing.

    A total of 27 projects were completed under the initiative in
    cooperation with a variety of state and local governments and
    organizations that work with public housing from around the country.

###  Other Federal Weatherization Programs {#other-federal-weatherization-programs .unnumbered}

Housing authorities have used a variety of federal weatherization
programs to increase the energy efficiency of public housing facilities
in the past. The first national weatherization programs were created in
reaction to the 1973 Arab oil embargo. Low-income people were especially
hard hit by the dramatic increase in energy prices that followed the
embargo.

As a result, the Office of Economic Opportunity and later the Community
Services Administration (CSA) encouraged local community action agencies
to assist their clients by providing fuel-bill assistance, and by
reducing energy needs through weatherization programs. In 1974, the CSA
authorized community action agencies to spend up to 10% of CSA general
operating grants on weatherization and fuel-bill assistance. As part of
the program, community action agencies provided an energy audit at no
cost to the client. The maximum expenditure allowed under the program
was \$450 per household.

#### The Energy Conservation and Production Act of 1976 {#the-energy-conservation-and-production-act-of-1976 .unnumbered}

The Energy Conservation and Production Act of 1976 created the
Low-Income Weatherization Assistance Program (WAP), administered by the
Department of Energy (DOE). Under the program, weatherization funds are
distributed to the states through DOE regional offices. The states then
distribute the money to local Community Action Agencies and tribal
governments (or in some cases, local governments or other local
nonprofit organizations) that administer the actual weatherization. WAP
funds pay for about two-thirds of the 250,000 low-income residences
weatherized each year.

The majority of WAP funds are spent on single-family homes. The program
is limited to households that earn less than 150% of the federal poverty
line. For an entire apartment building to be weatherized using WAP
money, at least two-thirds of the residents must qualify as low income.
In many states, the landlord must invest in the project before it can
receive WAP funds.

#### The Petroleum Violation Escrow Account {#the-petroleum-violation-escrow-account .unnumbered}

The Petroleum Violation Escrow Account is funded by fines paid by oil
companies found guilty of violating federal laws governing petroleum
prices. Money from the account has been used to fund conservation
improvements in public housing. The fund peaked at \$200 million in
1988, but was no longer used for conservation funding by the mid 1990s.

#### Low Income Home Energy Assistance Program {#low-income-home-energy-assistance-program .unnumbered}

The Low Income Home Energy Assistance Program (LIHEAP), administered by
the Department of Health and Human Services, provides fuel-bill
assistance to low-income homes. Initiated in 1982 as a block grant to
the states, total LIHEAP appropriations were about \$2 billion per year
through the mid-1980s. Total funding dropped to less than \$1 billion by
the mid-1990s amid attempts in Congress to eliminate the program.

The states have authority under the legislation to spend up to 15% of
their block grant funds on weatherization, and as much as 25% may be
spent on conservation with HHS authorization. Income eligibility is the
only restriction for spending LIHEAP funds on weatherization, but many
states use the guidelines developed by the DOE for WAP. The use of
LIHEAP funds for weatherization peaked in 1987, and has been declining
since that time. LIHEAP funds are sometimes used to exceed the \$1,600
per household maximum imposed on WAP weatherization funds.

# 

# Fuel Equivalency Table {#fuel-equivalency-table .unnumbered}

### BTU Content of Various Fuels

**[Fuel Oil]{.underline}**

No. 2: 140,000 Btu Per Gallon

No. 4: 155,000 Btu Per Gallon

No. 6: 153,000 Btu Per Gallon

**[Gas]{.underline}**

Natural: 1,000 Btu Per Cubic Foot; 100,000 Btu Per Therm

Manufactured: 550 Btu Per Cubic Foot

**[Propane]{.underline}**

2,250 Btu Per Cubic Foot; 92,000 Btu Per Gallon

**[Electricity]{.underline}**

3415 Btu/KW

**[Coal]{.underline}**

Anthracite: 13,000 Btu Per Pound

Semi-Anthracite: 13,700 Btu Per Pound

Bituminous: 12,500 Btu Per Pound

Lignite: 7,000 Btu Per Pound

# 

# federal regulations {#federal-regulations .unnumbered}

Federal regulations are included here for ease of reference when reading
this manual. These regulations may change. Be sure to check most recent
versions, which can be obtained online, through the Government Printing
Office or in government document sections of libraries.

**U.S. Department of Housing and Urban Development**

**PUBLIC AND INDIAN HOUSING**

**NOTICE PIH 95-26 (HA) Issued: April 28, 1995 Expires: April 30, 1996**

**SUBJECT:** Incentives for Public Housing Agencies and Indian Housing
Authorities to Reduce The Cost of Utilities

1.  [Purpose]{.underline}. The purpose of this Notice is to call the
    attention of public housing agencies and Indian housing authorities
    (hereafter, collectively called HAs) to changes in the Performance
    Funding System (PFS) regulations at 24 CFR Parts 990 and 905. These
    changes provide significant cost savings opportunities to HAs
    through a set of energy conservation incentives mandated by Section
    118(a) of the Housing and Community Development (HCD) Act of 1987.

**2.** [Background]{.underline}. The Department of Housing and Urban
Development (HUD) published amendments to the regulations implementing
the energy conservation provisions of Section 1118(a) of the HCD act of
1987, as well as others not pertinent to this Notice, on September 11,
1991, 24 CFR parts 990 and 905. The rule became effective on January 1,
1992. A Final Rule was published on June 30, 1994, (59 FR 33652) which
extends, for an additional period, not to exceed six years, sharing of
energy rate savings that continue to be cost-effective implementing
Section 114(c) of the HCD Act of 1992. The provisions of the rule
relating to energy conservation incentives revised the PFS to permit
HAs, with HUD approval, to (1) benefit from HA-initiated actions that
result in lower utility rates and (2) retain a share of the savings
generated by energy reduction improvements funded, under performance
contracting arrangements with HA, with non-federal, non-HA funds. The
regulations also permit the payment of additional subsidy for the
amortization cost of energy improvements financed through HUD-approved
loans from non-federal sources and to share in savings from the
consumption reductions.

It is important to point out that by using these incentives, HAs are
able to finance energy improvements without use of Comprehensive
Improvement Assistance Program (CIAP) or Comprehensive Grant Program
(CGP) funds. HAs will then be able to use those funds to do other
priority work.

HUD issued instructions for approval of energy performance contracts
under Notice PIH 93-9(PHA). This notice updates that Notice to reflect
current delegations of authority permitting Field Offices to approve
energy performance contracting and to advise HAs of new provisions which
extend the period of energy rate savings noted in 3A below.

**3.** [Energy Conservation Incentives]{.underline}. The specific
incentives authorized by the current regulation provisions include:

> **A.** [Utility Rate Reduction]{.underline}. A HA may take actions to
> reduce the rate it pays for utilities (including water, fuel oil,
> electricity and gas). Examples of such actions are the well-head
> purchase of natural gas, administrative appeals, or where justified,
> legal action (beyond normal public participation in general ratemaking
> proceedings).
>
> Under these circumstances, the HA will be permitted to retain one-half
> of the cost savings attributable to its actions for the first year
> and, upon determination that the action was cost-effective in the
> first year, for up to an additional six years, if the action continues
> to be cost-effective. The rate savings must be directly related to the
> actions of the HA.
>
> **B**. [Energy Conservation Contracts]{.underline}.
>
> **(1)** [Fixed Payment Contracts]{.underline}. A HA may enter into a
> contract for energy conservation measures financed with non-HUD funds
> which does not make the HA's payments dependent on cost savings
> resulting from the improvement, e.g., improvements financed by a loan
> from a utility. The HA will receive operating subsidy in addition to
> its eligibility calculation under the PFS in an amount sufficient to
> cover the annual cost of amortizing the improvements loan during the
> term of the contract. The HA benefits from this incentive in two ways.
> First, HUD pays for the cost of amortizing the loan; and second, the
> HA realizes savings equal to one and one half times the annual savings
> from the measure. Contract terms cannot exceed 12 years.
>
> **(2)** [Savings Driven Contracts]{.underline}.
>
> **(a)** [Performance Contracting]{.underline}. A HA may enter into a
> contract for energy conservation measures financed with non-HUD funds,
> the repayment of which is dependent on the savings. In this case, the
> HA's Allowable Utilities Consumption Level for the project and utility
> involved will be frozen for the duration of the contract period. The
> HA will be permitted to retain the savings resulting from the reduced
> consumption. The HA must use at least 50 percent of the resulting cost
> savings to pay the contractor. The remaining savings can be used to
> make prepayments to the contractor or be retained by the HA and used
> for training of HA employees, counseling of residents, the HA's
> management cost of an energy conservation program, and any other
> eligible costs. Contract terms cannot exceed 12 years.
>
> **(b)** [Guidebook on Performance Contracting]{.underline}. A HUD
> publication, "Energy Performance Contracting for Public and Indian
> Housing: A Guide for Participants," was distributed to Field Offices
> and to all HA's with 500 or more units in 1993. The guidebook is a
> step-by-step instruction on how to do performance contracting. The
> guidebook was developed with the inexperienced user in mind. It also
> provides guidance on applicable HUD procurement requirements,
> contractor selection, negotiation and monitoring. HAs with under 500
> units interested in obtaining a copy of the guidebook or HAs wishing
> to obtain additional copies may do so by contacting their local HUD
> Field Offices. HUD Field Offices should contact the Headquarters
> Energy Division on (202) 708-2504 if additional copies are required.

4.  [HUD Approval]{.underline}. HAs must obtain HUD approval to qualify
    for the new energy conservation incentives. Approval of an energy
    conservation contract will be based largely upon a determination
    that payments under the contract can be funded from the reasonable
    anticipated energy cost savings. If energy performance contracting
    is used, HAs must obtain HUD approval to issue solicitations and
    execute contracts. Consequently, HAs are encouraged to contact the
    appropriate HUD field Office early in the process to facilitate
    expeditious approval. The central point of contact regarding these
    incentives is the Field Office General Engineer assigned to the HA.
    The HA request is to be submitted to the appropriate Field Office
    for review.

> **A.** [Field Office Review]{.underline}. Field Office reviews will
> cover: (1) utility, engineering and contracting aspects by the General
> Engineer, (2) Performance Funding System issues by the Financial
> Analyst; and (3) other management issues such as they effect
> modernization funding under the CGP or CIAP, as needed, by either the
> Housing Management Specialist or the General Engineer. After the field
> Office review is completed, the General Engineer shall prepare a
> letter for the signature of the Director, Office of Public Housing,
> approving or disapproving the request.
>
> **B.** [Indian Housing]{.underline}. The Administrator, Office of
> Native American Programs (ONAP) has the authority to approve
> applications from Indian Housing Authorities (IHAs). ONAP will review
> IHA requests in a manner similar to public housing as outlined in 5(a)
> above.

**5.** [HUD Monitoring of Approvals]{.underline}. Copies of approvals,
as well as annual cost savings achieved, must be submitted to
Headquarters, Maintenance and Supply Division, with an additional copy
to the Office of Native American Programs for Indian Housing
Authorities.

6\. Questions and Advice. As noted above, HAs should direct questions
regarding performance contracting to the appropriate HUD Field Office.
Field Offices that have questions regarding utilities, engineering or
contracting aspects of the new provisions of the regulations (24 CFR
Parts 905, 965, and 990) should contact William C. Thorson, Director,
Maintenance and Supply Division on (202) 708- 4703. Questions concerning
PFS issues should be directed to John Comerford, Director, Financial
Management Division on (202) 708-1872.

7\. Public Housing Transformation. The Department is proposing to
substantially revise the public housing program. These changes, if
approved, may result in the elimination of operating subsidies in favor
of tenant-based assistance.

The Department intends to propose that any changes in the public housing
program take into consideration existing contractual agreements between
HAs and energy service companies that rely on operating subsidies for
the repayment of non-HUD financing. Accordingly, the Department
continues to encourage HA to aggressively pursue energy improvements as
outlined in this Notice.

\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*

\[When it is completed, Appendix C will also include relevant passages
from the *Code of Federal Regulations*, including all passages cited in
the text.\]

#  {#section-3 .unnumbered}

# 

# hud forms {#hud-forms .unnumbered}

## 

# 

# Sample Request for Proposals {#sample-request-for-proposals .unnumbered}

#  {#section-7 .unnumbered}

**Sample Housing Authority**

**Request for Proposals**

**Energy Services Management**

**TABLE OF CONTENTS**

**Overview** E-2

**The Procurement Process** E-3

Site Visits E-3

Submission of a Written Proposal E-3

Evaluation E-4

Oral Interview E-4

Best and Final Offer E-4

Development of the Contract E-4

Selection Timetable E-5

**Contract Award** E-5

Project Management Criteria E-5

Technical Approach Criteria E-6

Financial Approach Criteria E-6

Legal Approach Criteria E-7

**Contract Specifics** E-7

Contract Duration E-7

Scope of Services E-7

Renegotiation E-8

Necessary Contract Provisions E-8

Technical Requirements E-8

Contract Provisions E-9

**Listing of Attachments** E-12

**Attachment A** E-13

**Attachment B** E-17

**Attachment C** E-18

**Sample Housing Authority**

(Replace with Correct Name)

Request for Proposals

Energy Services Management

Date

### 

### Overview

It is the intention of the Sample Housing Authority (SHA) to enter into
a contract to obtain energy conservation technology and services to
reduce its energy consumption and related expenditures. Toward this end,
the SHA is soliciting proposals from energy services companies (ESCOs)
to increase the energy efficiency of the following locations:

[Project Name]{.underline} [Project Number]{.underline}
[Address]{.underline}

(insert information) (insert information) (insert information)

The SHA is interested in entering into a cooperative relationship with
an energy services firm to implement a full range of water and energy
conservation measures and related capital improvements, to be financed
through a performance-based contract, guaranteed savings, or a similar
agreement at no initial capital cost to the SHA itself. These services
will result in reduced energy consumption and associated costs for one
or more of the following systems: water; lighting; heating, ventilation
and air conditioning; the building envelope; and/or domestic energy
consumption, including domestic refrigeration and hot water heating. In
addition, the SHA is interested in savings that do not result directly
from the reduction in consumption, such as fuel switching or demand
reductions.

Through this agreement, the SHA seeks to maximize its energy savings and
related improvement. Within the framework of available financing,
therefore, ESCOs are encouraged to advocate the installation and
implementation of conservation measures providing the greatest possible
energy savings.

Services to be provided by the selected ESCO may include, but are not
limited to, an energy audit and the design, acquisition, installation,
modification, and maintenance of existing and/or new energy-related
equipment. Services will also include the training of SHA staff on
routine maintenance and operation of all improvements, and training of
residents on conservation methods and procedures.

Plans for the training of SHA staff, maintenance manuals, resident
training, and planned energy management shall be subject to the
acceptance and approval of the SHA.

Improvements must result in a guaranteed minimum energy savings, with
the ESCO payments linked to actual measured reductions in energy cost
and/or consumption. At a minimum, the energy cost savings achieved by
the installed projects over the contract term must be sufficient to
cover all project costs including debt service and contractor fees for
design, maintenance, monitoring, and profit. Annual cost savings from
ESCO initiated improvements, which exceed the guaranteed minimum
savings, will be divided between the SHA and the selected contractor
based on a formula to be agreed upon during final contract negotiations.

### The Procurement Process

The process for obtaining energy services is expected to follow these
steps:

#### 1. Site Visits  {#site-visits .unnumbered}

All ESCOs considering submitting proposals in response to the RFP are
invited to attend an information session to be held (insert date here)
at (insert time here) at (insert location and address here).
Representatives of the SHA will be available to answer questions about
the ESCO selection process and the properties in question. Immediately
following will be an optional walk-through inspection of the buildings.
These sessions are not mandatory and are being offered solely to assist
ESCOs with the preparation of their proposals. Firms that will be
sending a representative to this meeting are asked to notify (insert
name here) at (insert telephone number here) no later than (insert date
here).

ESCOs which are unable to send a representative to this meeting but
would like to tour the buildings in question, or firms which would like
to visit the buildings a second time prior to submission of a proposal,
should contact (insert name here) at (insert telephone number here) no
later than (insert date here).

All proposers are encouraged to carefully evaluate the building profile
data contained in the technical appendix and to visit the facilities in
order to enhance their understanding of existing building conditions and
retrofit opportunities.

*[2. Submission of a Written Proposal]{.underline}*

In accordance with this RFP, proposers shall submit one original and
five (5) copies of Attachments B and C and all supporting and
supplemental documentation requested in Attachment A. This documentation
is intended to demonstrate the firm's qualifications for undertaking
this project, and ESCOs are, therefore, asked to be complete and
thorough in their submissions. Proposals should be placed in a sealed
envelope addressed to (insert name here) and marked "RFP for Energy
Services Management." All proposals must be received no later than
(insert time here) on (insert date here) at (insert location and address
here).

All proposals become the property of the SHA and will not be returned to
the submitting firm. In addition, all costs associated with preparation
of the written proposal shall be borne by the proposer.

*[3. Evaluation]{.underline}*

For all firms submitting a written proposal, the SHA will thoroughly
read and evaluate the written proposal based on the criteria listed in
the Contract Award section (see below). In addition, the SHA will
contact at least two prior clients of each ESCO to inquire about the
performance of the firm and its retrofits in situations similar to those
faced by the SHA.

Following evaluation of all written submissions and all reference
interviews, the SHA will select no more than three (3) qualified ESCOs
for further competition.

*[4. Oral Interview]{.underline}*

Each of the three selected firms will participate in a detailed oral
interview to answer questions from the SHA and to more fully discuss how
their approach to this project satisfies the requirements set forth in
this RFP. All persons with major responsibility for the project's
technical design, management, and contract negotiation should be present
at the oral interview.

A more complete description of the interview process and logistical
information will be mailed to the three finalists by the SHA no fewer
than two (2) weeks prior to the interviews.

*[5. "Best and Final Offer"]{.underline}*

Following the oral interviews, finalists may submit to the SHA
modifications of their written proposals. Such modifications will be
considered new written proposals and will be reevaluated and re-ranked
accordingly.

*[6. Development of the Contract]{.underline}*

Based on the information provided in the written proposal and in the
oral interview, the SHA will select the best qualified firm to conduct a
complete technical analysis of the facility and to propose contract
terms, including a complete set of proposed energy improvements, the
timetable for completing engineering and construction work, a detailed
description of services to be provided, specific financing terms and
arrangements, and an estimate of energy savings, as well as special
conditions offered by the company. The SHA intends to negotiate a final
contract for these services that includes a minimum savings guarantee.

If an acceptable contract cannot be reached within ninety (90) days from
the date of ESCO selection, negotiations with the second-ranked ESCO may
be initiated.

The initial and final contracts must be approved by representatives of
the Department of Housing and Urban Development (HUD).

*[Selection Timetable]{.underline}*

The ESCO selection process will follow the following schedule:

**[Activity]{.underline} [Date]{.underline}**

Issue RFP (Insert Date)

Information Meeting/Scheduled Tour (Insert Date)

Site Visits (Insert Date) Proposals Due, (insert time here) (Insert
Date)

Proposals Reviewed/References Interviewed (Insert Date)

Interview Information Mailed to Finalists (Insert Date)

Oral Interviews (Insert Date)

ESCO Recommended (Insert Date)

SHA Board Approval of Selected ESCO (Insert Date)

ESCO Selection Sent to HUD for Approval (Insert Date)

Technical Audit, Project Analysis, and Contract Negotiations (Insert
Date)

SHA Board Approval of Final Contract (Insert Date)

Final Contract sent to HUD for Approval (Insert Date)

Final Contract Presented and Signed (Insert Date)

### Contract Award

ESCOs will be evaluated and ranked on the basis of their written
proposals, oral interviews, and the responses and recommendation of
previous clients according to the following criteria, which are not
listed in any particular order:

#### Project Management {#project-management .unnumbered}

-   Clear assignment of responsibility for various project tasks to
    specific individuals.

-   Ability to manage construction, repairs, regular service, and
    emergencies effectively.

-   Comprehensiveness of management, maintenance, and monitoring
    services provided and the specific benefits to the SHA of such
    services.

-   Ability to complete all phases of the project on schedule

-   Responsiveness to the specific goals identified in the RFP and
    technical appendices.

-   Quality of communication skills of the ESCO's representatives at the
    oral interview.

-   Ability to coordinate project construction with local utilities,
    subcontractors, equipment suppliers, SHA personnel, and residents of
    occupied buildings.

-   Quality of provisions for training SHA personnel and residents.

-   Ability to interface ESCO's project management with SHA management.

-   Ability to coordinate ESCO's improvement measures with possible SHA
    unit improvements.

-   Guidance on resident involvement in the project.

#### Technical Approach {#technical-approach .unnumbered}

-   Understanding of the existing building conditions, structure,
    systems, operations, and schedules.

-   Qualifications of the technical design personnel.

-   The number of past retrofit projects completed by the person(s)
    responsible for this project's technical design that include
    technical measures like those expected to be included in this
    project.

-   Quality of a sample technical analysis for a similar type of
    facility that has been completed by the person(s) responsible for
    this project's technical design.

-   Reliability of equipment performance in the ESCO's past retrofit
    projects.

-   Documented energy savings of previous retrofit projects managed by
    the ESCO.

-   Comprehensiveness and clarity of the technical approach to this
    project, based on improvements likely to be included and on the
    conceptual design creativity demonstrated during the oral interview.

-   Typical baseline energy and water use calculation methodology.

-   Approach to adapting central strategies, equipment, and maintenance
    practices in response to changes in utility rates, technology, and
    building conditions in order to enhance project performance.

#### Financial Approach

-   Financial soundness and stability of the ESCO.

-   Demonstrated ability to provide or arrange project financing.

-   Sample Financing arrangement proposed for this project.

-   Cost of the energy audit, as requested in Attachment A.

-   Quality and clarity of the financial savings calculations, including
    the intended calculation methodology and the formula for dividing
    savings that exceed the guaranteed amount between the ESCO and the
    SHA.

-   Reconciliation accounting methods for adjusting windfalls/shortfalls
    in project cash flow.

-   Completeness of most recent annual fiscal report.

-   Clarity of the sample project invoice.

-   Terms of the guarantee of the project's financial performance.

#### Legal Approach

-   Demonstrated understanding of and familiarity with HUD regulations
    pertaining to the Housing and Community Development Act of 1987.

-   Quality of sample legal agreement.

-   Contractual provisions to accommodate changes in building energy use
    (i.e., occupancy, schedule, etc.).

-   Flexibility of legal agreement to accommodate the needs of the SHA.

-   The quality of provisions for early termination of the contract at
    the initiative of either party.

These criteria will be applied and interpreted solely at the discretion
of the SHA. Proposals should include all necessary information that is
pertinent to these evaluation criteria. Additional information required
for proper assessment of proposals may be requested from ESCOs at the
discretion of the SHA.

The SHA recognizes that it is premature to place a major emphasis on
projected final benefits prior to the completion of a detailed
engineering study and negotiation of the project structure. Therefore,
the SHA recognizes that it is premature to place a major emphasis on
projected final benefits prior to the completion of a detailed
engineering study and negotiation of the project structure. Therefore,
the SHA will place more emphasis on the qualifications of the submitting
firms than on audit cost or initial estimated savings during the
evaluation of these proposals. Selection for negotiations of a final
contract for the provision of energy services will be made to the
responsible proposer having the highest rank.

The SHA reserves the right to reject any and all submissions, to waive
minor irregularities in submissions received, and to accept any
submissions deemed to be in the best interest of the SHA.

### 

### Contract Specifics

#### Contract Duration 

The contract for the provision of energy services shall not be fewer
than six (6) years nor exceed twelve (12) years and is subject to annual
federal appropriations.

#### Scope of Services 

Under the terms of the Agreement, the selected ESCO will perform a
detailed water and energy audit of the SHA properties described in the
Technical Appendices within one hundred twenty (120) days after the
execution of the initial contract. Based upon the results of this audit,
the firm will resubmit to the SHA, in final form, the ESCO's Approach to
the Project, as outlined in Attachment A of this RFP. If the SHA agrees
to the terms of the firm's final proposal, such terms will be
incorporated into the Agreement and the ESCO will proceed to implement
the recommended measures. Following installation and implementation of
conservation measures, the ESCO will be responsible for maintaining and
monitoring the measures to ensure optimal performance.

The SHA reserves the right to make energy improvements to the work sites
and to monitor the performance of the installations independently of the
ESCO. Additionally, the SHA is very interested in integrating work items
from its Comprehensive Grant Program, which may or may not contain
energy savings opportunities, with ESCO initiated energy conservation
work. It, therefore, requests that proposers be prepared to discuss how
they would approach such integration of work items.

#### Renegotiation 

The SHA reserves the right to renegotiate the awarded contract if
changes in the regulatory or utility climates or in the SHA's use of
energy warrant and/or permit the addition of sites to the contract.

#### Necessary Contract Provisions 

At a minimum, the following technical requirements and contract
provisions must be included in the final contract negotiated between the
SHA and the selected ESCO:

##### 

##### Technical Requirements

-   The selected ESCO's proposed contract terms must include the
    performance and presentation of a detailed technical energy audit of
    quality acceptable to the SHA. If the SHA decides not to enter into
    a final contract for retrofit services from this ESCO after the
    audit has been accepted, the SHA agrees to pay the cost of the audit
    as stated in the submitted proposal, provided that all proposed
    contract terms offered by the ESCO meet the conditions set forth in
    this RFP.

-   Specific standards of comfort will be defined via negotiation in the
    final contract and will be maintained by the ESCO throughout the
    life of the contract. Failure to maintain specified climate and
    lighting conditions will constitute a default.

-   A registered professional engineer must, at a minimum, review and
    approve all design work done under the final contract.

-   The SHA requires a minimum guaranteed savings approach to the
    project. If the project does not generate the guaranteed level of
    savings in any given year, the ESCO will be responsible for
    reimbursing the SHA the amount of the shortfall necessary to pay for
    annual project financing and all related contract obligations.

-   The ESCO will be required to work with the current building
    management and maintenance personnel in order to coordinate
    construction and provide appropriate training in retrofit operation
    to SHA personnel. No equipment shall be installed which would
    necessitate the SHA hiring additional personnel unless contract
    negotiations produce and explicit exemption from this provision for
    a specific installation.

-   All equipment installed which is comparable to similar equipment at
    other SHA sites shall be of the same manufacturer for
    standardization of equipment agency-wide.

-   The ESCO must provide mylar, reproducible "as built," and three (3)
    sets of record drawings of all existing and modified conditions
    associated with this project, conforming to typical engineering
    standards. These should include architectural, mechanical,
    structural, and control drawings and operating manuals. Drawings
    must be provided to the SHA within thirty (30) days of the
    completion of installation. Moreover, if these drawings are produced
    on a computer, the ESCO will also provide to the SHA disk copies of
    said drawings and one licensed copy of the version of the program
    used to produce them.

-   At least three (3) maintenance manuals will be provided for all
    equipment replacements and/or upgrades at each location. Manuals are
    subject to the approval of the SHA.

-   At least three (3) copies of record product data will be provided to
    the SHA for each location.

##### 

##### Contract Provisions

##### 

-   The contents of the initial written statement of qualifications
    submitted in response to this RFP become part of the final contract.

-   The SHA retains final approval over the scope of work and all
    end-use conditions.

-   The SHA retains the right to approve any ESCO selected subcontractor
    prior to its commencement of work on this project.

-   The SHA retains the right to have its representative visit the site
    during the audit and implementation phases of the project, and to
    attend relevant on-or-off site meetings of the ESCO and/or its
    subcontractors.

-   All work completed under this contract must be in compliance with
    all applicable federal, state, and local laws, rules, and
    regulations, including waste disposal laws and regulations; in
    accordance with sound engineering and safety practices; and in
    compliance with all reasonable SHA rules relative to the premises.
    The ESCO and its subcontractors will be responsible for obtaining
    any and all required governmental permits, consents, and
    authorizations, and for payment of any and all state and city
    required taxes and fees which result from this contract.

-   The ESCO must provide a final schedule of project milestones
    including equipment servicing and preventive maintenance provisions,
    which will become part of the final contract. In the event any
    milestone or equipment servicing provision is not met as scheduled
    without prior approval from the SHA, the SHA reserves the right to
    consider it a default and withdraw from all contractual obligations
    without penalty.

-   Prior to the commencement of work, the ESCO must provide evidence of
    insurance for both the construction and operations phases of the
    project. This shall include:

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-   The ESCO and all subcontractors shall maintain throughout the term
    of the contract Comprehensive General Liability Insurance in the
    amount of two million dollars (\$2,000,000) with an A-rated company
    recognized in the State of (insert state), and the SHA shall be
    named as an additional insured party on all policies. This coverage
    will indemnify the SHA against all claims and demands for injury or
    death of persons or damage to property which may be claimed to have
    occurred upon, or as a result of, the negligence of the ESCO and/or
    its subcontractors' employees, agents, licensees, or invitees, in
    the performance of the contract.

-   The ESCO shall maintain throughout the term of the contract Errors
    and Omissions Insurance in the amount of two million dollars
    (\$2,000,000) wit an A-rated company recognized in the State of
    (insert state).

-   The ESCO and all subcontractors shall maintain throughout the term
    of the contract Worker's Compensation Insurance, in accordance with
    state law, for all employees under contract.

-   The ESCO and all subcontractors will maintain throughout the life of
    the contract Automobile Liability Insurance on all owned, non-owned,
    and hired vehicles used in connection with the project. This
    coverage will be carried through an A-rated company recognized in
    the State of (insert state), and will have a combined single limit
    for bodily injury and property damage of not less than five hundred
    thousand dollars (\$500,000) per occurrence.

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```
-   The ESCO will provide to the SHA assurance of completion in the form
    of separate performance and labor and material payment bonds, each
    in the sum of 100 percent of all subcontracts.

-   The SHA will have access and right to inspect, test, and approve the
    work conducted in the buildings during construction and operations.

-   The SHA and HUD shall have right and access to the account books,
    records, and other compilations of data which pertain to the
    performance of the provisions and requirements of this agreement.
    Records will be kept in a generally recognized accounting basis, and
    calculations will be kept on file in legible form and retained for
    three years after the close-out.

-   All drawings, reports, and materials prepared by the ESCO
    specifically in performance of this contract shall become the
    property of the SHA and will be delivered to them as needed or upon
    completion of construction.

-   Upon completion of the contract, the ESCO shall provide to the SHA a
    single comprehensive schedule of necessary preventive maintenance
    for all installations for the five (5) years following contract
    close-out.

-   The contract must contain a mutually acceptable clause whereby
    unanticipated changes in occupancy and use can be accommodated in a
    fair manner for both parties.

-   At the time of contract expiration, the SHA will have the option to
    either renegotiate the contract or terminate it without penalty.

-   The contract must permit the SHA to prepay the contractor, in part
    or in whole, without penalty.

-   The contract will also include all clauses required by federal,
    state and local statutes, executive orders, and their implementing
    regulations. This shall include, but is not limited to the
    following:

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```
-   Termination for Convenience

-   Termination for Default

-   Drug Free Workplace Act

-   Equal Employment Opportunity

-   Anti-Kickback Act

-   Davis-Bacon Act

-   Contract Work Hours & Safety Act, Reporting Requirements

-   Patent Rights

-   Rights in Data

-   Clean Air and Water Acts

-   Water-Energy Efficiency Standards

-   Bid Protests & Contract Claims

-   Section 3 of the HUD Act of 1968, as amended

-   Minority Business Enterprise and Women Owned Business Enterprise
    Opportunities

-   Value Engineering

-   Payment of funds to influence certain federal transactions

## 

## Attachments

To aid ESCOs in their response to this RFP, the following items are
included in this proposal package:

1.  Attachment A Required Documentation

2.  Attachment B Documentation Checklist

3.  Attachment C ESCO Profile Form

4.  Technical Appendices, which describe the properties under
    consideration. (See Appendix F, "Sample Technical Section of the
    RFP.")

#### Attachments and Appendices

**Sample Housing Authority**

**Request for Proposals**

**Energy Management Services**

**Attachment A**

**Required Documentation**

One original and five (5) copies of all documentation, except the sample
technical audit, must be submitted in response to this RFP. Please
submit only three (3) copies of the sample audit, under separate cover.
In the main proposal document, Attachment B must immediately follow the
cover and Attachment C and its attached pages must immediately follow
Attachment B. Other required information and documents are as follows:

### General Information

-   [Attachment C]{.underline}: Please complete and return the included
    ESCO Profile form.

-   [Business Licenses]{.underline}: Please attach copies of all
    business licenses and required certifications in order to conduct
    energy and water-related business in the State of (insert state).

-   [Affirmative Action Plan]{.underline}: Please attach a plan for
    compliance with Section 3 and MBE/WBE regulations.

### Personnel Information

-   [Resumes]{.underline}: Please attach the resumes of the principal
    individuals who will be directly responsible for this project.
    Indicate the specific qualifications of each individual and the
    role(s) they will play for the duration of the contract. Clearly
    identify who will have the primary responsibility of the technical
    analysis and design of the project.

-   [Personnel Experience]{.underline}: Please give the number of years
    of design and construction experience for each of the individuals
    with primary responsibility for this project, including their
    supervisory responsibilities and al list of all projects each has
    been associated with during the past five (5) years, including type
    and dollar value of each project.

-   [Legal Counsel]{.underline}: Please identify your firm's legal
    counsel for this project. Give the name and address of the primary
    individual responsible for contract negotiations.

### Financial References

-   [Financial Report]{.underline}: Please attach the most recent copy
    of your annual financial report.

-   [Statement of Financial Conditions]{.underline}: Please attach the
    most recent year-ending Statement of Financial Conditions, including
    balance sheet and income statement, dated within the past
    twelve (12) months.

-   [Accounting Firm Information]{.underline}: If these financial
    documents were not produced in-house, please indicate the name,
    address, and telephone number of the firm(s) that prepared these
    financial statements.

### Project Information

-   [Proposal List]{.underline}: Please list all energy services
    proposals submitted by your firm in response to publicly advertised
    RFPs during the past three (3) years. Please include the name of the
    project, its location, its owner, and the name and telephone number
    of the owner's representatives with whom you worked.

-   [Project List]{.underline}: List all contracts to provide energy
    services entered into by your firm during the past three (3) years.
    Please include the name of the project, its location, its owner, the
    name and telephone number of the owner's representatives with whom
    you worked, and the current status of each project. Place an
    asterisk by those projects with buildings similar to the buildings
    described in the technical appendices.

-   [Project Histories]{.underline}: Please briefly describe the past
    three energy performance contracts for related projects your firm
    has managed. Please be sure to include the following information for
    each project: Name, location, owner, dollar value of installations,
    source of funds, type of contract (i.e., shared-savings, guaranteed
    savings, etc.), the name(s) of primary design personnel, the start
    and end dates, and the names and telephone numbers of the owner's
    representatives with whom you worked. You may also add comments as
    you feel necessary. In addition, please provide information on the
    anticipated and actual savings in energy consumption during each
    project, including the projected annual savings, the guaranteed
    savings, and the achieved savings for each of the first five (5)
    years of the project. Please list these in fuel units, such as
    gallons, kWh, or therms, rather than dollars or BTU's.

-   [Approach to Project]{.underline}: Please completely address each of
    the following topics with regard to this project. Reference each of
    the categories, in turn.

### General

-   [Project Summary]{.underline} (not to exceed five (5) pages):
    Summarize the scope of services (design, financial operations,
    maintenance, and training) your firm would offer for this project.
    Please include a brief description of your firm's approach to
    management and of the specific benefits your organization can offer
    the SHA.

-   [Training Provision]{.underline}: Describe your firm's capabilities
    and experience in providing technical training for the client's
    facility personnel.

-   [Design and Monitoring]{.underline}: Describe your firm's approach
    to the technical design of this project and your provisions for
    on-going monitoring of this project's performance.

-   [Cost of Audit]{.underline}: Please estimate the total cost of the
    energy audit.

-   [Calculation Methodology]{.underline}: Describe in detail the
    methodology you normally use to compute baseline energy use.

-   [Adjustments to Baseline Methodology]{.underline}: Describe the
    method(s) used by your firm to adjust the baseline energy use, due
    to conditions such as weather and facility use changes.

-   [Energy Savings Calculations]{.underline}: Please list all the
    procedures, formulas, and methodologies, including special metering
    or equipment, your firm will use to calculate reduced energy
    consumption by the SHA.

-   [Dollar Savings Calculation]{.underline}: Describe the procedure
    used by your firm to assign a dollar value to the energy savings
    indicated above.

-   [Vendor Fee Calculation]{.underline}: Please describe the methods
    used to calculate your firm's fees as a function of the project's
    energy performance.

-   [Savings Guarantee Calculation]{.underline}: Describe the methods
    used by your firm for measuring the project's performance, and how
    the guarantee provisions work in the event the project results vary
    from the projections.

-   [Billing and Invoices]{.underline}: Please describe your
    organization's standard billing procedure and attach a sample
    invoice.

-   [Provisions of Financing]{.underline}: Briefly describe various
    "creative" or "innovative" financing arrangements provided by your
    firm for past retrofit projects.

-   [Equipment Ownership and Service Responsibility]{.underline}: Please
    explain the ownership status of equipment and the service
    responsibilities at contract expiration.

-   [Sample Contract]{.underline}: Attach a sample contract offered by
    your firm.

### Site Specific

-   [Technical Site Analysis]{.underline}: Based on your preliminary
    assessment of the information provided by the SHA, please describe
    any equipment modifications, installations, or replacements at the
    facility that your firm would consider installing as part of this
    project.

-   [Operation and Maintenance]{.underline}: Please describe any major
    changes in the operation or maintenance of SHA facilities that your
    company foresees, based on the information provided.

-   [Project Financing]{.underline}: Describe your firm's preferred
    approach to providing or arranging financing for this project, and
    please note any special conditions associated with this method.

-   [Sample Audit]{.underline}: Under separate cover, please provide to
    the SHA three (3) copies of a sample audit conducted by your firm
    for a project similar to this one. This audit must include detailed
    energy and economic calculations, and, like the rest of the proposal
    package, will not be returned.

**Attachment B**

**Documentation Checklist**

All items included in this proposal package must be checked off below,
and this form must be included at the beginning of the proposal package
and signed by the representative of the submitting firm. All supporting
documentation must be included in the proposal package in the order
listed below.

\_\_\_\_\_ Attachment B. Documentation Checklist

\_\_\_\_\_ Attachment C. ESCO Profile Form

\_\_\_\_\_ Business Licenses and Certifications

\_\_\_\_\_ Affirmative Action Plan

\_\_\_\_\_ Resumes of All Proposed Project Personnel

\_\_\_\_\_ Personnel Experience Information

\_\_\_\_\_ Legal Counsel Information

\_\_\_\_\_ Most Recent Financial Report

\_\_\_\_\_ Audited Statement of Financial Conditions

\_\_\_\_\_ Accounting Firm Information

\_\_\_\_\_ Proposal List

\_\_\_\_\_ Project List

\_\_\_\_\_ Project Histories

\_\_\_\_\_ Approach to Project

\_\_\_\_\_ Sample Audit (Three (3) copies under separate cover)

I have verified that the above documents have been included in this
proposal document and I certify that they have been completed fully and
truthfully to the best of my knowledge and belief. I understand that
failure to provide necessary documentation or any deliberate attempt to
mislead the representatives of the Sample Housing Authority may result
in the disqualification of my firm from competition to provide energy
services to SHA.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ESCO Representative Signature Date

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ESCO Representative Name Title

**Attachment C**

**ESCO Profile Form**

**NOTE**: All questions must be answered completely and truthfully by
the submitting firm for this qualifying form to be properly completed.
Failure by the proposer to complete any question in whole or in part, or
any deliberate attempt by the proposer to mislead the SHA, may be used
as grounds to find the proposing ESCO ineligible. If any question does
not apply to your firm, please indicate that fact with the symbol "N/A."
If you require additional space in which to answer any question, please
attach 8 ½\" X 11\" sheets clearly labeled with the name of your firm
and number of the question to which the sheet refers.

1\. Firm Name

Address

City \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ State

County \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Zip Code

### 2. Names of two contact persons:

1\)
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Phone

2\)
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Phone

### 3. Date Prepared 

4\. Submission is for  Parent Company  Division

 Subsidiary  Branch Office

> Please list any Division or Branch Offices that are to be included in
> the Prequalification Rating. Attach a separate sheet if more than one.

Firm Name

Address

City \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ State

County \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Zip Code

5\. Type of firm  Corporation  Partnership

 Sole Ownership  Joint Venture

6\. Federal Employer Identification Number

7\. Year firm was established

8\. Please indicate the name and address of the parent company, if
applicable:

Firm Name

Address

City \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ State

County \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Zip Code

9\. Please indicate all former names of this organization, if
applicable, and the length of time it was known by each.

10\. How long has the firm been in business under its current name?
\_\_\_\_\_ years

11\. Is this firm a recognized Minority Business Enterprise?  Yes  No

If yes, please indicate the appropriate category:

 American Indian  Female Owned  Black

 Spanish Surname  Asian American  Other

**(Please Describe)**

12\. How long has this firm been providing energy related services?
\_\_\_\_\_\_ years

13\. Please fill in the Index Number which describes the annual value of
your firm's energy related service contracts for each of the following
years.

**Year Index Number Index Number Range of Values**

1995 \_\_\_\_\_ 1 Less than \$100,000

1994 \_\_\_\_\_ 2 \$100,000 - \$250,000

1993 \_\_\_\_\_ 3 \$250,000 - \$500,000

1992 \_\_\_\_\_ 4 \$500,000 - \$1 million

1991 \_\_\_\_\_ 5 \$1 million - \$5 million

1990 \_\_\_\_\_ 6 \$5 million or greater

14\. Please identify all states in which this firm is legally qualified
to do business.

15\. Please identify your surety company, including their name, address
and phone number, and indicate the current line of bonding credit that
the company has extended your firm.

16\. Has your firm been involved in a construction related lawsuit
(other than labor or personnel litigation) during the past five (5)
years?  Yes  No

If yes, please attach an additional sheet immediately following this
Attachment which explains in detail the nature of the claim, the
circumstances, the amount in dispute, the date the suit was filed, and
the outcome of the case (or the current status, if still ongoing).

17\. Has your firm been involved in any construction arbitration demands
during the past five (5) years?  Yes  No

If yes please attach an additional sheet immediately following this
Attachment which identifies the nature of the claim, the amount in
dispute, the parties, and the ultimate resolution of the proceeding.

18\. Has your firm been involved in any lawsuits, administrative
proceedings, or hearings initiated by the National Labor Relations Board
or a similar state or federal agency during the past five (5) years
regarding your firm's safety practices?  Yes  No

> If yes, please attach an additional sheet immediately following this
> attachment which identifies the nature of the claim and the ultimate
> resolution of the proceeding.

19\. Has your firm been involved in any lawsuits, administrative
proceedings, or hearings initiated by the Occupational Safety and Health
Administration or a similar state or federal agency during the past five
(5) years regarding the safety of one of your firm's projects?  Yes
 No

If yes, please attach an additional sheet immediately following this
Attachment which identifies the nature of the claim and the ultimate
resolution of the proceeding.

20\. Has your firm, or any of its parents or subsidiaries, ever had a
bankruptcy petition filed in its name, voluntarily or involuntarily? 
Yes  No

If yes, please attach an additional sheet immediately following this
Attachment which explains in detail the circumstances, the date the
protection order was filed, and the resolution of the case (or the
current status, if still ongoing).

I hereby certify that all questions in Attachment C have been answered
truthfully and completely to the best of my knowledge and belief. I
understand that failure to answer any question, in whole or in part, or
any deliberate attempt to mislead the representatives of the Sample
Housing Authority in answering any question on this attachment may
result in disqualification of my firm from competition for provision of
energy services to SHA.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ESCO Representative Signature Date

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ESCO Representative Name Title

# 

# Sample Technical Section  {#sample-technical-section .unnumbered}

# of the RFP {#of-the-rfp .unnumbered}

**Instructions for Preparation**

**of the Technical Section**

**of the**

**Request for Proposals**

### OVERVIEW

Vendors need a description of your facilities to evaluate the
opportunity for a successful energy performance contract. It is
impractical to supply every technical detail available in the RFP, but
we suggest you be prepared to respond to requests for additional data
from individual vendors. The RFP will contain a brief description of
your facilities and a list of any energy retrofit measures you would
like vendors to investigate. You should also be prepared to provide the
data in Section VII upon request to individual vendors. A complete
description should be prepared for each site being considered for energy
performance contracting.

**SECTION I: GENERAL FACILITY DATA**

1\. Name of Building

2\. Address of Building

3\. Primary Use

4\. Building Operator

5\. Building Engineer Phone:

6\. Building Manager Phone:

7\. Year Constructed Year of last major structural modification

8\. Briefly describe any major changes made during the last four (4)
years which affected annual building energy use by 2% or more. What was
done? What were the effects on energy use?

9\. Describe any major change planned to occur during the next five
years which could affect annual energy use by 2% or more. What changes?
Anticipated effects?

**SECTION II: OPERATING DATA**

1\. Describe the operating hours of your major HVAC and lighting systems
by hour and day of the week. Also include an annual holiday schedule
during which major reductions in the operation of lighting and HVAC
systems are made. If substantial zones of the building have differing
hours of operation or large variations in occupancy, please describe the
use of these zones.

2\. What are the general summer and winter temperature setpoints for
your building? If you do night setback, what is your target temperature?
Please describe any zones with special temperature, humidity or
ventilation requirements.

3\. If you have an operating EMS controlling your building, please list
the manufacturer, year installed, \# of points, control functions it
performs, and who is responsible for system operation.

4\. Describe the manufacturer(s), age, type, and condition of the
existing control system(s) in the building.

**SECTION III: PHYSICAL DATA**

1\. Give the total square footage of conditioned space. If the total
areas which are heated and cooled differ in size, please describe their
respective sizes.

2\. Briefly describe the predominant wall and roof construction. Also
describe the type and condition of existing windows.

**SECTION IV: ENERGY AND WATER CONSUMPTION DATA**

1\. Use the attached tables to summarize utility consumption and costs
over the last three years. Please attach copies of utility rate
schedules which apply to your building.

**SECTION V: ENERGY SYSTEMS DATA**

1\. Briefly describe the major type(s) of HVAC system(s) serving your
building (e.g., terminal reheat, multizone, dual duct, variable air
volume, induction, fan coil, heat pump, air exhaust, radiation). List
the main fuels used to drive the heating and cooling systems.

2\. Estimate the percentage of total area lamped by high efficiency
fluorescent ballasts and bulbs, standard florescent ballasts and bulbs
and incandescent bulbs. Estimate the annual hours of operation for each
type of lighting. If you have a significant amount of HID lighting,
please describe it in similar terms.

3\. Briefly describe any laundry or food facilities which use more than
2% of your annual energy consumption. If you operate a kitchen, how many
meals do you serve per year?

4\. Briefly describe any major labs or medical equipment which uses more
than 2% of your annual energy use.

5\. Describe your domestic hot water heating, distribution, and control
system(s).

6\. Please describe any other energy consuming equipment or facilities
which use more than 2% of your annual energy use (e.g. incinerator,
pool, etc.).

**SECTION VI: IMPROVEMENT OPPORTUNITIES**

1\. Briefly describe any serious equipment, operating, or comfort
problems in your building(s). Identify any major mechanical or
electrical systems scheduled for replacement during the next five years.

2\. Briefly list any major energy conservation options identified by a
previous analysis of your building.

3\. Please describe any building improvements that you would like to
investigate during this project.

**SECTION VII: ADDITIONAL SITE DATA PROVIDED UPON VENDOR REQUEST**

**(IF AVAILABLE)**

1\. Actual copies of the last three years of utility bills for the
building.

2\. A more detailed schedule for major mechanical equipment including:
age, manufacturer, size, capacity, hours of operation, and areas served.

3\. Copies of previous technical analyses or audits of energy
conservation options in your building.

4\. Detailed documentation related to your energy management system.

**Building Identifier
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**Building Name *(if different from above)
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_***

**Utility Company
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**ELECTRIC**

<table>
<colgroup>
<col style="width: 9%" />
<col style="width: 9%" />
<col style="width: 13%" />
<col style="width: 10%" />
<col style="width: 10%" />
<col style="width: 8%" />
<col style="width: 12%" />
<col style="width: 0%" />
<col style="width: 12%" />
<col style="width: 13%" />
</colgroup>
<tbody>
<tr class="odd">
<td></td>
<td><p><strong>Meter</strong></p>
<p><strong>Read Date</strong></p></td>
<td><strong>Read Type (Est. or Actual)</strong></td>
<td><strong>KWH Consumed</strong></td>
<td><strong>Price Per KWH</strong></td>
<td><strong>Demand kW</strong></td>
<td><strong>Price Per Demand kW</strong></td>
<td colspan="2"><strong>Reactive Charges</strong></td>
<td><strong>Price Per RkVAR</strong></td>
</tr>
<tr class="even">
<td><strong>Month 1</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 2</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 3</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 4</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 5</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 6</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 7</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 8</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 9</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 10</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 11</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 12</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 13</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 14</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 15</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 16</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 17</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 18</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 19</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 20</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 21</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 22</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="even">
<td><strong>Month 23</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td><strong>Month 24</strong></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td colspan="2"></td>
<td></td>
<td></td>
</tr>
</tbody>
</table>

**WINTER DEMAND: \$ \_\_\_\_\_\_\_\_/KW SUMMER DEMAND: \$
\_\_\_\_\_\_\_\_/KW ON PEAK COST: \$ \_\_\_\_\_\_\_\_KWH**

**OFF PEAK COSTS: \$\_\_\_\_\_\_\_\_/KWH HEATING COST:
\$\_\_\_\_\_\_\_\_/KWH TAX RATE: \_\_\_\_\_\_\_\_%**

**Building Identifier
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**Building Name** *(if different from above)
**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_***

**Utility Company
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**GAS Are you billed for CCF, MCF, Therms or Gallons (Propane)?**

+------+-------+---------+-------+-------+-------+------------------+
|      | **Me  | **Read  | **    | **    | **    | **Description of |
|      | ter** | Type    | Units | Price | Other | Other Charges**  |
|      |       | (Est.   | Consu | Per   | Char  |                  |
|      | *     | or      | med** | U     | ges** |                  |
|      | *Read | Ac      |       | nit** |       |                  |
|      | D     | tual)** |       |       |       |                  |
|      | ate** |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 1**  |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 2**  |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 3**  |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 4**  |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 5**  |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 6**  |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 7**  |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 8**  |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 9**  |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 10** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 11** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 12** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 13** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 14** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 15** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 16** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 17** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 18** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 19** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 20** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 21** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 22** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 23** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+
| **M  |       |         |       |       |       |                  |
| onth |       |         |       |       |       |                  |
| 24** |       |         |       |       |       |                  |
+------+-------+---------+-------+-------+-------+------------------+

**AVG. COST: \$ \_\_\_\_\_\_\_\_/THERM** (Based on the latest annual
consumption/cost data)

**CONTRACT GAS: Yes No GAS COST: \$ \_\_\_\_\_\_\_\_/THERM TRANS.
COST: \$ \_\_\_\_\_\_\_\_THERM TAX RATE: \_\_\_\_%**

**Building Identifier
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**Building Name** *(if different from above)
**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_***

**Oil Company
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**OTHER**

  --------- ------------ ------------- ---------- --------- ----------- -------------------
            **Delivery   **Amount      **Type**   **Price   **Other     **Description of
            Date**       Delivered**              Per       Charges**   Other Charges**
                                                  Unit**                

  **Month                                                               
  1**                                                                   

  **Month                                                               
  2**                                                                   

  **Month                                                               
  3**                                                                   

  **Month                                                               
  4**                                                                   

  **Month                                                               
  5**                                                                   

  **Month                                                               
  6**                                                                   

  **Month                                                               
  7**                                                                   

  **Month                                                               
  8**                                                                   

  **Month                                                               
  9**                                                                   

  **Month                                                               
  10**                                                                  

  **Month                                                               
  11**                                                                  

  **Month                                                               
  12**                                                                  

  **Month                                                               
  13**                                                                  

  **Month                                                               
  14**                                                                  

  **Month                                                               
  15**                                                                  

  **Month                                                               
  16**                                                                  

  **Month                                                               
  17**                                                                  

  **Month                                                               
  18**                                                                  

  **Month                                                               
  19**                                                                  

  **Month                                                               
  20**                                                                  

  **Month                                                               
  21**                                                                  

  **Month                                                               
  22**                                                                  

  **Month                                                               
  23**                                                                  

  **Month                                                               
  24**                                                                  
  --------- ------------ ------------- ---------- --------- ----------- -------------------

**AVG. COST: \$ \_\_\_\_\_\_\_\_/\_\_\_\_** (Based on latest annual
consumption/cost data)

**TAX RATE: \_\_\_\_\_\_\_\_%**

**Building Identifier
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**Building Name *(if different from above)
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_***

**Utility Company
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**WATER**

+------+------+---------+-------+------+-------+-----+-----+--------+
|      | *    | **Read  | **Ga  | **Pr | **S   | **P | *   | *      |
|      | *Met | Type    | llons | ice/ | ewage | ric | *Ot | *Descr |
|      | er** | (Est.   | Consu | Unit | Di    | e/U | her | iption |
|      |      | or      | med** | of   | schar | nit | Cha | of     |
|      | **   | Ac      |       | Wat  | ged** | Se  | rge | other  |
|      | Read | tual)** |       | er** |       | wag | s** | Cha    |
|      | Da   |         |       |      |       | e** |     | rges** |
|      | te** |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 1**  |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 2**  |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 3**  |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 4**  |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 5**  |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 6**  |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 7**  |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 8**  |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 9**  |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 10** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 11** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 12** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 13** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 14** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 15** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 16** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 17** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 18** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 19** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 20** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 21** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 22** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 23** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+
| **M  |      |         |       |      |       |     |     |        |
| onth |      |         |       |      |       |     |     |        |
| 24** |      |         |       |      |       |     |     |        |
+------+------+---------+-------+------+-------+-----+-----+--------+

**AVG. COST: \$ \_\_\_\_\_\_\_\_/\_\_\_\_** (Based on latest annual
consumption/cost data)

**TAX RATE: \_\_\_\_\_\_\_\_%**

#  

# Sample ESCO RANKING FORM {#sample-esco-ranking-form .unnumbered}

***[[Ranking Form for Evaluating Written Contractor
qualifications]{.underline}]{.smallcaps}***

Evaluator's Name: Contractor:

Evaluator's Dept.: Date:

***[[Experience]{.underline}]{.smallcaps}***

1\. Level of past experience with similar projects: \$\$ Level of
experience: #:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

2\. Quality of key personnel qualifications as listed on resumes:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

3\. Ability to achieve energy savings on past projects:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

4\. Amount of experience arranging project financing:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

5\. Adequacy of description of performance on past projects:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

6\. Qualification of major designated subcontractors:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

***[[Management]{.underline}]{.smallcaps}***

7\. Quality of the project summary:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

8\. Overall Approach to project management:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

9\. Adequacy of proposed maintenance services:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

10\. Quality of sample training description:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

11\. Adequacy of proposed equipment monitoring services:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

12\. Adequacy of methods for project performance monitoring:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

13\. Overall quality of communication skills of contractor's
representatives

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

***[[Technical]{.underline}]{.smallcaps}***

14\. Understanding of existing facility conditions and systems:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

15\. Quality and comprehensiveness of preliminary technical retrofits
proposed

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

16\. Quality of sample audit submitted:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

17\. Quality of methodology for establishing fuel baseline

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

18\. Accuracy and clarity of methods for measuring energy savings:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

***[[Financial]{.underline}]{.smallcaps}***

19\. Financial soundness of the contractor

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

20\. Attractiveness of contractor's proposed vendor fee calculation
methodology:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

21\. Accuracy and clarity of methods for determining value of energy
savings:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

22\. Attractiveness of the terms of the proposed savings guarantee:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

23\. Attractiveness of proposed invoicing and billing procedures:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

24\. Quality of proposed financing methodology:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

25\. Attractiveness of Proposed Interest Rate

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

26\. Attractiveness of Cash Flows for Project

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

27\. Cost of Energy Audit:

Reasonable: Too High: Too Low: Unqualified to Rank:

***[[Legal]{.underline}]{.smallcaps}***

28\. Quality of contractor's understanding and familiarity with the HUD
performance contracting regulations:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

29\. Attractiveness of Sample Contract:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

30\. Attractiveness of the terms of the agreement relating to the
accommodation of changes in building energy use or occupancy:

Very Not Unqualified

Superior Acceptable Acceptable Acceptable to Rank

Discussion:

***[[General Response to RFP]{.underline}]{.smallcaps}***

31\. Did the ESCO respond to all of the questions in the ESCO profile
form completely:

Yes: No: Not qualified to respond:

32\. Did the ESCO provide all of the materials requested in the RFP:

Yes: No: Not qualified to respond:

33\. Did the ESCO provide the requested sample audit:

Yes: No: Not qualified to respond:

34\. Did the ESCO provide the requested number of copies of the proposal
and the sample audit:

Yes: No: Not qualified to respond:

35\. Were all submissions by the ESCO provided on time as per the RFP:

Yes: No: Not qualified to respond:

36\. Quality of grammar, spelling, information clarity and quality
control of proposal

Excellent Fair: Poor:

# 

# Sample SCORE SHEET FOR  {#sample-score-sheet-for .unnumbered}

# ESCO RANKING FORM {#esco-ranking-form .unnumbered}

#  

# esco reference form {#esco-reference-form .unnumbered}

##   {#section-18 .unnumbered}

## 

# 

# Sample energy services agreement {#sample-energy-services-agreement .unnumbered}

***RECITALS***

ARTICLE 1: THE COMPANY'S RIGHTS AND RESPONSIBILITIES

1.1 Legal Responsibility.

1.2 Insurance.

1.3 Performance Bonds.

1.4 Joint and Several Liability.

1.5 Miscellaneous.

ARTICLE 2: THE PHA'S RIGHTS AND RESPONSIBILITIES

2.1 Project Administration.

> 2.1.1 Responsibilities of the Project Engineer.
>
> 2.1.2 ECMs Submittals.
>
> 2.1.3 Delivery of Submittals.
>
> 2.1.4 Correspondence, Project Notices and Submittals.
>
> 2.1.5 Drawings, Specifications and Surveys Provided by the PHA.
>
> 2.1.6 Ownership, Dissemination and Publication of Documents.
>
> 2.1.7 Interpretation of Agreement.

ARTICLE 3: THE ENERGY CONSERVATION PROJECT (THE "PROJECT")

3.1 Project Defined.

3.2 Energy Analysis Report.

3.3 Energy Savings Guarantee.

3.4 Annual Review and Reimbursement.

3.5 Project Documents.

3.6. Review of Project Documents.

3.7. Project Codes, Standards and Regulations.

ARTICLE 4: TERMS; INTERIM PERIOD; AND ACCEPTANCE DATE

4.1 Term of Agreement.

4.2 Interim Period.

4.3 Acceptance Date.

ARTICLE 5: IMPLEMENTATION OF THE ENERGY CONSERVATION

PROJECT ("THE WORK")

5.1 Supervision of the Work

> 5.1.1 Description of the Work.
>
> 5.1.2 Supervision of the Work.
>
> 5.1.3 Rejection of the Work by the PHA.
>
> 5.1.4 Responsibility for the Work.
>
> 5.1.5 Coordination of the Work.
>
> 5.1.6 Sufficient Workforce.
>
> 5.1.7 Competent Superintendent.
>
> 5.1.8 Harm to Structure of the Premises.
>
> 5.1.9 Responsibility for Damages.
>
> 5.1.0 Laying out the Work.
>
> 5.1.11 Verification of Dimensions and Existing Conditions.
>
> 5.1.12 Changed Conditions.
>
> 5.1.13 Right to Carry Out the Work
>
> 5.1.14 Right to Reject or Stop the Work.
>
> 5.1.15 Right to Terminate.
>
> 5.1.16 Permits and Approvals.
>
> 5.1.17 Taxes.
>
> 5.1.18 Royalties and Patents.
>
> 5.1.19 Project Schedule.
>
> 5.1.20 Extensions.
>
> 5.1.21 No Compensation for Delay.
>
> 5.1.22 Subcontracts and Subcontractors.
>
> 5.1.23 Hazardous Materials
>
> 5.1.24. Material and Workmanship.
>
> 5.1.25. Warranty of Materials.
>
> 5.1.26 Responsibility for Materials.
>
> 5.1.27 General Inspection.
>
> 5.1.28 Change Orders.
>
> 5.1.29 Project Meetings.
>
> 5.1.30 Assignment of Claims.
>
> 5.1.31 Claims and Disputes.

ARTICLE 6: NOT-TO-EXCEED PRICE, PAYMENTS RELATING TO

CERTAIN ENERGY CONSERVATION MEASURES

6.1 Not-to-Exceed Price for the Work.

6.2 Purchaser Installment Payments.

6.3 Maintenance Monitoring and Training Fees.

ARTICLE 7: SUBSTANTIAL COMPLETION, FINAL ACCEPTANCE

7.1 Systems Startup/Commissioning.

7.2 Interim Period Training.

7.3 Substantial Project Completion Defined.

7.3.1 Notice.

7.3.2 Inspection.

7.3.3 Required Submittals by the Company.

7.3.4 Substantial Completion Package.

7.4.2 Final Cleaning.

ARTICLE 8: THE ENERGY CONSERVATION MEASURES

8.1 Warranties.

8.2 Correction of Warranted Work.

8.3 Location and Access.

8.4 Company Maintenance and Monitoring Responsibilities for ECMs.

8.5 PHA Operating and ECMs Maintenance Responsibilities.

8.6 Training by the Company.

8.7 ECMs Upgrades: Alterations.

8.8 Malfunction and Emergencies.

8.9 Effect of Malfunctions on the PHA.

8.9.1 Effect of Malfunctions on the Company.

8.10 Ownership of Certain Proprietary Property Rights.

ARTICLE 9: THE PREMISES

9.1 Description of the Premises.

9.2 Ownership of Existing Property.

9.3 Material Change Defined.

9.4 Reported Material Changes.

9.5 Reported Material Changes.

9.6 Unreported Material Changes.

9.7 Casualty of Condemnation to Premises.

9.8 Closing of Buildings.

ARTICLE 10: GENERAL TERMS AND CONDITIONS

10.1 Assignment.

10.1.1 Assignment by Company.

10.2 Non-Appropriation of Funds.

10.3 Indemnification

10.3.1 Duty to Indemnify.

10.3.2 Intellectual Property Claims Indemnification.

10.4.2 Not Cause for Delay.

10.5 No Waiver.

10.6 Severability.

10.7 Complete Agreement: Amendments.

10.8 Further Documents.

10.9 Applicable Law.

10.10 Notices.

ARTICLE 11: EVENTS OF DEFAULT: REMEDIES; TERMINATION;

RIGHT TO OFFSET

11.1 Events of Default by the PHA.

11.2 Remedies Upon Default by the PHA.

11.3 Events of Default by the Company.

11.4 Remedies upon Default by the Company.

11.5 Right to Offset.

ARTICLE 12: REPRESENTATIONS AND WARRANTIES.

12.2 Representations and Warranties by the PHA.

12.3 Representations and Warranties by the Company.

ARTICLE 13: APPLICABLE LAWS

13.1 Statutory and Regulatory Requirements.

13.2 Company's Failure to Comply with Statutory and Regulatory
Requirements.

ARTICLE 14: RECORDS

14.1 Records of Time and Expenses.

ARTICLE 15: EXECUTION

***DRAFT ENERGY SERVICES AGREEMENT***

This Energy Services Agreement, referred to herein as "Agreement" or
"ESA" dated as of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ by and between
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ referred to herein as "the Company"
and \_\_\_\_\_\_\_\_\_\_\_\_\_\_ Public Housing Authority referred to
herein as "the PHA" for the purpose of providing energy conservation
measures (ECMs), consisting of services, systems and facilities designed
to reduce energy consumption in buildings owned and operated by the PHA
which are referred to herein as the "Premises," or "Parties" as
appropriate.

## RECITALS {#recitals .unnumbered}

**WHEREAS**, the PHA owns and operates the Premises, and is in need of
energy conservation measures, consisting of services, systems and
facilities designed to reduce energy consumption and associated energy
costs at said Premises; and

**WHEREAS**, the Company was selected by the PHA, through a competitive
selection process, to provide professional services which will result in
decreased energy consumption and guaranteed energy savings, which
services may include but are not limited to the following: energy use
analyses, the design and delivery of ECMs which consist of systems and
devices to be installed and maintained on the Premises, the training of
designated PHA employees, and the maintenance and monitoring of the ECMs
as provided herein and measurement, reporting and verification of energy
savings; and

**WHEREAS**, the PHA desires to retain the Company to provide certain
energy conservation measures and professional services for the purpose
of achieving energy cost savings within the Premises, as more fully set
forth herein; and

**WHEREAS**, the Company has agreed to guarantee a level of energy
savings to be achieved as the result of the professional services to be
provided under this Agreement and

**WHEREAS**, the PHA is authorized under the laws of the State of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ to enter into this Agreement of the
purposes set forth herein.

**NOW, THEREFORE**, in consideration of the mutual promises and
covenants contained herein, and intending to be legally bound hereby,
the PHA and the Company hereby covenant and agree as follows:

##   {#section-21 .unnumbered}

## ARTICLE 1: THE COMPANY'S RIGHTS AND RESPONSIBILITIES

###  1.1 Legal Responsibility. 

The Company shall perform or cause to be performed the Work and all
other services required by this Agreement. The Company Shall assure that
all services which require the exercise of professional skills or
judgment shall be accomplished by professionals qualified and competent
in the applicable discipline and appropriately licensed in the State of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, if required by law. The Company shall
remain responsible for the professional and technical accuracy of all
services performed, whether by the Company or its subcontractors or
others on its behalf, throughout the term of this Agreement.

If the Company fails to comply with the foregoing standards, the Company
shall perform again, at its own expense, any and all Work required to be
performed as a direct or indirect result of such failure. Any review,
approval, acceptance or payment for any and all of the Company's
performance by the PHA shall not relieve the Company of its
responsibility for the professional and technical accuracy of its
performance. This provision in no way limits the PHA's right against the
Company either under this Agreement, at law or in equity.

###  1.2 Insurance.

The Company shall purchase and maintain insurance coverage as set forth
in Schedule S. The insured specified in Schedule S shall be maintained
during any period which the Work is being performed.

The Company's failure to carry or keep such insurance in force shall
constitute an event of default under this Agreement within the meaning
of Article 11, and the PHA maintains the right to stop the Work until
evidence of the requisite coverage is provided. The Company shall
require all subcontractors performing any portion of the Work to carry
the insurance required in Schedule S, and the Company may, at its
option, provide the coverage for any or all subcontractors, and, if so,
the evidence of insurance submitted shall so stipulate. The Company and
each of its subcontractors agree that each insurer shall waive its
rights of subrogation against the PHA.

The Company may not commence performance of the Work and/or services
under this Agreement until all required insurance is purchased and
evidence of it is received and approved by the PHA, but the failure of
the PHA to obtain such evidence from the Company before permitting the
Company to commence work shall not be deemed to be a waiver by the PHA,
and the Company shall remain under continuing obligation to maintain the
coverage and to supply evidence of coverage in accordance with Schedule
S.

When such insurance, due to the attainment of a normal expiration date
or renewal date, shall expire, the Company shall, not less than thirty
(30) days prior to such expiration or renewal date, supply the PHA with
updated replacement Certificates of Insurance and amendatory riders or
endorsements that clearly evidence the continuation of all coverage in
the same manner, limits of protection, and scope of coverage, as was
provided by the Certificates of amendatory riders or endorsements
originally supplied.

The Company expressly understands and agrees that any insurance
protection furnished by the Company hereunder shall in no way limit its
responsibility to indemnify and save harmless the PHA under the
provisions of this Agreement.

###  1.3 Performance Bonds. 

The Company shall, no later than the date of execution hereof, deliver
to the PHA a Performance Bond and Labor and Material Payment Bond in
accordance with the requirements of Schedule S, securing its obligations
to be performed under this Agreement on or prior to the final acceptance
of the Work.

###  1.4 Joint and Several Liability. 

Each and every obligation or undertaking herein stated to be fulfilled
or performed by the Company shall be the joint and several obligation of
the Company and its successors or assigns.

###  1.5 Miscellaneous. 

Other rights and responsibilities of the Company are set forth
throughout this Agreement and the Project Documents are included under
other titles, articles, sections and headings for convenience. It is the
responsibility of the Company to familiarize itself with all provisions
of this Agreement and the Project Documents in order to understand fully
the entirety of its rights and responsibilities hereunder.

## ARTICLE 2: THE PHA'S RIGHTS AND RESPONSIBILITIES {#article-2-the-phas-rights-and-responsibilities .unnumbered}

###  2.1 Project Administration. 

The PHA shall appoint a Project Engineer who is responsible for the
administration of the performance required under this Agreement.

Administration of the Final Agreement implies authority to discuss and
negotiate changes, modification, clarifications, amendments, or other
alterations to the terms, conditions, and specifications of such
contract. However, final authorization to execute such alterations shall
be with the PHA's Purchasing Department. Unless a change is provided in
writing, the Engineer/Project Manager for this project is:

Name, Title

Name of Housing Authority

Address

City, State Zip Code

Phone

Fax

E-Mail

####  2.1.1 Responsibilities of the Project Engineer. 

Tasks to be performed by the Project Engineer in the administration and
coordination of this Agreement include, but are not limited to the
following areas:

> (**I**) review required insurance coverage and bonds within ten (10)
> business days following receipt to ensure compliance with the terms of
> this Agreement;
>
> (**II**) review ECM submittals required under 2.1.2. hereof within ten
> (10) business days following receipt to ensure that the design and
> installation of the ECMs is adequately described and illustrated;
>
> (**III**) review ECM submittals required under 2.1.2 hereof to ensure
> that the design and installation of the ECMs is consistent with
> current and known future capital projects at the PHA,
>
> (**IV**) review ECM submittals to ensure that plans, drawings and
> specifications provide sufficient detail;
>
> (**V**) Review submittals required under Article 7 and participate as
> necessary relative to determining Substantial and Final Completion;
>
> (**VI**) review/approve requests for change orders submitted by the
> Company;
>
> (**VII**) attend project meetings.

####  2.1.2 ECMs Submittals. 

ECMs submittals include: drawings, plans, specifications, shop drawings,
product data, and samples which provide sufficient detail to allow the
Project Engineer to complete the reviews described in 2.1.1.

The Company shall submit up to two (2) sets of ECM submittals prior to
the commencement of any of the Work covered by such submittals.

Whenever an article of any class of materials or equipment is specified
by the trade name of any particular patentee, manufacturer, or dealer,
it shall be taken to mean that the article provided shall be equal to
the specified article in quality, finish, and durability and equally as
serviceable for the purpose for which it is intended. The Engineer shall
make the decision as to whether the materials or equipment offered are
equal to those specified, and the decision of the Engineer shall be
final.

At the request of the PHA, the Company shall provide on-site "mockups"
and demonstrations of the ECMs at the Premises which shall also be
construed as ECM submittals under the provisions of the paragraph.

Submittals shall include:

(**I**) Date and revision dates.

(**II**) Project Number and Title.

> (**III**) Names, as applicable, of the subcontractor,
> sub-subcontractor, supplier, manufacturer, detailer.

(**IV**) Identification of product or material.

(**V**) Relation to adjacent structure or material.

(**VI**) Field Dimensions, clearly identified.

(**VII**) Specification page and number

(**VIII**) Specified standards, such as ASTM or ANSI.

> (**IX**) Identification of previously approved deviation from Project
> documents.
>
> (**X**) Company's stamp, initialed or signed, certifying to review of
> submittal, verification of field measurements and compliance with
> contract.

The Project Installation Schedule set forth in Schedule K shall reflect
the time frame for delivery by the Company to the Project Engineer of
the ECMs submittals required. Whenever possible, the ECM submittals will
be provided by the Company in advance of the delivery dates specified in
Schedule K to facilitate the Project Engineer's review of the
submittals. Within ten (10) business days of receipt of the submittals,
the Project Engineer shall complete its review of the submittals and
provide written approval of the submittal or if the submittal has not
been approved, written explanation as to the reason therefor. The
Company shall submit a revised submittal within ten (10) business days
to the Project Engineer for review and approval and the Project Engineer
shall have ten (10) business days from receipt thereof to complete his
review of the revised submittal. The Company shall be responsible for
any delays caused by rejection of incomplete or inadequate submittals.
The Company may not commence any of the Work which requires the
submittals without written approval by the Project Engineer.

The Company's responsibility for errors, omissions, deviation from
existing conditions, or deviation from the Project Documents in
submittal is not relieved by the Project Engineer review.

####  2.1.3 Delivery of Submittals. 

The Company shall deliver all submittals required by the Project
Engineer as well as any related correspondence to the Project Engineer
as set forth in paragraph 2.1.2. hereof.

####  2.1.4 Correspondence, Project Notices and Submittals. 

All project related notices, correspondence and submittals shall be
directed to the individuals identified in paragraph 10.10.

####  2.1.5 Drawings, Specifications and Surveys Provided by the PHA.

(**a**) The PHA will make available for review by the Company, any of
its working drawings and specifications concerning the Premises which
are available to the PHA and which are reasonably necessary for the
execution of the Work.

(**b**) The Project Engineer shall provide the Company with such surveys
as it may have describing the physical characteristics, legal
limitations and utility locations for the site of the Work.

(**c**) The Project Engineer will make available for review by the
Company such working drawings, specifications, surveys and "As-Built"
drawings concerning the Premises which are available and which relate to
work being performed by other contractors at the Premises;

(**d**) All drawings, specifications, surveys and copies thereof
furnished by the PHA are and shall remain PHA property. All "As-Built"
drawings prepared under this Agreement, are and shall remain PHA
property. The Company acknowledges that such drawings, specifications,
surveys and "As-Built" drawings are to be used only with respect to the
performance of this Agreement and are not to be used on any other
project. With the exception of one set of such drawings, specifications,
surveys and "As-Built" drawings for each party hereto, such drawings,
specifications, surveys and "as-Built" drawings are to be returned or
suitably accounted for to the Project Engineer on request at the
completion of the Work.

####  2.1.6 Ownership, Dissemination and Publication of Documents. 

The drawings, specifications, reports, renderings, models, electronic
media and all such other documents to be prepared and furnished by the
Company pursuant to this Agreement, shall be the property of the PHA and
the PHA shall have a license to use any copyrighted material contained
in such documents. All documents listed above may be issued for
informational purposes by the PHA without additional compensation to the
Company.

####  2.1.7 Interpretation of Agreement. 

The PHA shall have the authority to determine questions of fact that
arise in relation to the interpretation of this Agreement and the
Company's performance hereunder. However, such determinations are
subject to the Alternate Dispute Resolution procedures as described in
Schedule Q. Unless the Parties agree otherwise, or the Work cannot be
continued without a resolution of the question of fact, such
determinations and/or Alternative Dispute Resolution procedures shall
not be cause for delay of the Work. The Company shall proceed diligently
with the performance of this Agreement and in accordance with the PHA's
decision whether or not the Company, or anyone else, has an active claim
pending. Continuation of the Work shall not be construed as a waiver of
any rights accruing to the Company.

## ARTICLE 3: THE ENERGY CONSERVATION PROJECT (THE "PROJECT") {#article-3-the-energy-conservation-project-the-project .unnumbered}

###  3.1 Project Defined. 

The Company shall design, procure, fabricate and install the energy
conservation measures specified in Schedule A and provide training,
commissioning, maintenance and monitoring and all other services
specified in this Agreement and the Project Documents set forth in
paragraph 3.5 hereof.

###  3.2 Energy Analysis Report. 

The Energy Analysis Report prepared by the Company and accepted by the
PHA contains specific recommendations concerning the energy conservation
measures, systems and services to be provided at the Premises. In the
event of any inconsistencies between the Energy Analysis Report and the
provision of this Agreement, the latter shall govern. Acceptance of the
Energy Analysis Report is reflected in Exhibit 1.

###  3.3 Energy Savings Guarantee. 

The Company has formulated and guaranteed the level of energy savings
and costs which will be achieved as a result of the performance by
Company of the services provided for in this Agreement utilizing the
Savings Calculation Methodology set forth in Schedule B.

###  3.4 Annual Review and Reimbursement. 

Energy savings achieved at the Premises shall be reported, reconciled
and verified pursuant to the provisions of Schedule B. If said annual
review, reconciliation and verification of energy savings discloses that
the Company has failed to achieve the annual guaranteed energy savings
set forth in Schedule B, upon written request by the PHA, the Company
will pay the PHA the difference between the annual amount guaranteed and
the amount of actual annual energy and operating cost savings achieved
at the Premises. The Company shall remit such payments to the PHA within
thirty (30) days of written demand therefor by the PHA.

###  3.5 Project Documents. 

The Project Documents include:

-   The Executed ESA

-   The Energy Analysis Report

-   Submittals Required by Article 7

-   Certificates of Insurance

-   Executed Performance Bond and Labor and Material Payment Bond

-   Approved Change Orders

-   Drawings, Specifications and Surveys Furnished by the PHA in
    Accordance With Paragraph 2.1.5

The Project Documents also include the following Schedules when executed
by the PHA and the Company.

Schedule A ECMs to the Installed

> Schedule B Energy Savings Guaranty & Savings Calculation Methodology

Schedule C Compensation to Company

Schedule D Premises

Schedule E Calculation of Baseline

Schedule F Financing Schedule

Schedule G Company Maintenance Responsibilities

Schedule H PHA Maintenance Responsibilities

Schedule I Standards of Comfort and Service

Schedule J Company Training Responsibilities

Schedule K Project Installation Schedule

Schedule L Current and Known Future Capital Projects

Schedule M Pre-Installation Equipment Inventory

Schedule N Pre-Existing Service Agreements

Schedule O Subcontractor/Vendor Disclosure

Schedule P Systems Startup and Commissioning of ECMs

Schedule Q Alternative Dispute Resolution Procedures

Schedule R Working Conditions

Schedule S Insurance and Bonds

Schedule T Disposition of Interim Savings

Schedule U Warranties

Additional Schedules as warranted.

###  3.6. Review of Project Documents. 

The Company shall carefully review all Project Documents, including all
addenda, and shall promptly report to the Project Engineer all errors,
inconsistencies or omissions it may discover. The Company shall review
the drawings and specifications relating to Work to be performed by its
subcontractors in connection with the Project and any other contractors
performing work at the Premises under separate contracts with the PHA
unrelated to Company's performance under this Agreement. All Work to be
performed under this Agreement which the Company discovers may be in
conflict with the work of any of its subcontractors or other contractors
performing on the Premises, shall be brought to the attention of the
Project Engineer before the Work is performed. If, after the discovery
of such conflict, the Company fails to promptly notify the Project
Engineer, the Company shall, upon written direction from the PHA, remove
all such Work or portion thereof so conflicting, and rebuild it as
directed at not additional cost to the PHA.

###  3.7. Project Codes, Standards and Regulations. 

Project Documents prepared by the Company shall be in accord with all
applicable codes, standards and regulations and shall be prepared by
qualified personnel.

## ARTICLE 4: TERMS; INTERIM PERIOD; AND ACCEPTANCE DATE {#article-4-terms-interim-period-and-acceptance-date .unnumbered}

###  4.1 Term of Agreement. 

This Agreement shall take effect as of the execution date hereof and
extend for a period of time not less than ten (10) years from the
Acceptance Date set forth in Paragraph 4.3. The period from ESA
execution until the acceptance Date is referred to in this Agreement as
the "Interim Period." The disposition of energy savings achieved during
the Interim Period as a direct result of the Company's performance under
this Agreement is described in Schedule T.

###  4.2 Interim Period. 

During the Interim Period, the Company shall design, procure, fabricate,
install and commission the energy conservation measures described in
Schedule A in accordance with the provisions of Article 5. The
performance required during the Interim Period shall be completed in
accordance with the Project Installation Schedule set forth in Schedule
K.

###  4.3 Acceptance Date. 

The Acceptance Date shall be the date on which the PHA delivers an
Acceptance Certificate to the Company. Such delivery of the Acceptance
Certificate shall occur after the Company submits its notification, in
accordance with Article 7 herein, that it has substantially completed
the installation and commenced operating substantially all of the energy
conservation measures specified in Schedule A, and the Project Engineer
has inspected and accepted said installation and operation. From and
after the Acceptance Date, payment to the Company for the ECMs shall be
authorized pursuant to Paragraph 6.2 hereof. Fees due to the Company for
maintenance, monitoring and training services under Paragraph 6.3 of
this Agreement and Schedule G and J shall begin to accrue no earlier
than the Acceptance Date.

## ARTICLE 5: IMPLEMENTATION OF THE ENERGY CONSERVATION PROJECT ("THE WORK") {#article-5-implementation-of-the-energy-conservation-project-the-work .unnumbered}

###  5.1 Supervision of the Work

####  5.1.1 Description of the Work. 

The design, procurement, fabrication and installation of the specified
ECMs and certain training services described in Schedule A, are referred
to in this Agreement as the "Work." The maintenance and monitoring
services detailed in Schedule G and the training service detailed in
Schedule J, performance of which does not commence until after the
Acceptance Date, shall not be part of the Work.

####  5.1.2 Supervision of the Work. 

The Company shall supervise and direct the performance of the Work using
its best skill, attention and judgment. The Company shall be solely
responsible for site safety and for all construction means, methods,
techniques, sequences and procedures and for coordinating all portions
of the Work under this Agreement.

####  5.1.3 Rejection of the Work by the PHA. 

The PHA may reject any sequences or procedures proposed by the Company
in connection with the Work which might constitute or create a hazard to
the Premises, or to persons or property, or which deviate from the
Project Documents or will result in schedule delays or additional costs
to the PHA. This provision shall not be construed to mean that Work
which is not rejected is therefore approved or accepted, since the
Company is solely responsible for all the work to be performed under
this Agreement.

####  5.1.4 Responsibility for the Work. 

The Company shall not be relieved of its obligations to perform the Work
in accordance with the Project Documents by reason of observations or
inspections, tests or approvals by a person other than the Company.

####  5.1.5 Coordination of the Work. 

The Company shall perform the Work in accordance with the Working
Conditions set forth in Schedule R. The Company shall consult with the
buildings management and maintenance personnel at the Premises, its
employees and agents, in order to coordinate the Work, including
installation of any ECM, and to provide appropriate training in the
operation of any ECM. The Company shall not permit any act which will
interfere with the performance of the PHA's business activities or the
activities of other contractors performing at the Premises without the
prior approval of the PHA. The Company may install no ECM that will
require the hiring of additional personnel by the PHA.

####  5.1.6 Sufficient Workforce. 

The Company shall furnish a competent and adequate staff as necessary
for the proper administration, coordination and supervision of the Work;
organize the procurement of all materials and equipment so that they
will be available at the time they are needed for the Work; and ensure
that an adequate force of skilled workmen are available to complete the
Work in accordance with all requirements of this Agreement.

####  5.1.7 Competent Superintendent. 

The Company shall employ a competent superintendent satisfactory to the
PHA who shall be in attendance at the Premises throughout the active
performance of the Work and at such other times as may be reasonably
necessary, and who shall be authorized to commit the Company with regard
to manpower, schedule, coordination and cooperation. The superintendent
shall have not less than two years of documented experience in
responsible field supervision for projects of comparable size and
complexity. The Company shall not change the superintendent unless it
has given the PHA a written request for change thirty (30) days in
advance of its proposed change, and the PHA has given authorization to
do so. In the event the superintendent fails to perform its duties under
this Agreement, the PHA may, in writing, require the Company to remove
the superintendent from the project, and the Company shall provide a
competent replacement.

####  5.1.8 Harm to Structure of the Premises. 

The Company shall perform all tasks/phases of the Work under this
Agreement and install the ECMs in such a manner so as not to harm the
structural integrity of the Premises or their operating systems, and so
as to conform to the standards set forth in Schedule I and the Project
Installation Schedule. The Company shall repair and restore to its
original condition any area of damage caused by its performance under
this Agreement. The PHA reserves the right to review the Work performed
by the Company and to direct the Company to take certain corrective
action, if in the opinions of the PHA, the structural integrity of the
Premises or its operating systems are or will be harmed.

####  5.1.9 Responsibility for Damages. 

The Company shall be responsible for all loss or damage to the Work, the
Premises, the PHA or to improvements thereon and the work of other
contractors caused by the Company's operation during the performance of
the Work.

####  5.1.0 Laying out the Work. 

The Company shall be responsible for properly and accurately laying out
the Work, including, where appropriate, the laying out of all lines,
levels, elevations and measurements for all of the Work to be performed
under this Agreement. The Company shall develop project documents that
refine, amplify, depict and describe, in detail, the project required by
the detailed Energy Analysis report. These documents shall incorporate
and comply with all current, applicable regulations, codes and statutes,
and must have prior approval from appropriate authorities having
jurisdiction including the Project Engineer. The Drawings shall be
sheets 24" X 36" overall with 1/2 inch borders all around and north
arrow shall be indicated in the same direction for all plans and
details. Specifications shall be in consonance with Final Drawings and
shall clearly indicate the type of quality materials, products, and
workmanship incorporated in the project. The Specifications shall be
provided to the Project Engineer in Word for Windows 6.0 format on 3.5"
disks and the Design Drawings shall also be provided in AutoCAD 13
format on 3.5" disks, and delivered to the Project Engineer prior to
start of the construction phase.

####  5.1.11 Verification of Dimensions and Existing Conditions. 

The Company has become fully knowledgeable of the conditions relating to
the performance of the Work and the conditions under which the Work is
to be performed. All dimensions and existing conditions have been
verified by the Company during the energy analysis conducted at the
Project site, by actual measurement and observation. All discrepancies
between the requirements of the Project Documents and the existing
conditions or dimensions shall be reported to the PHA as soon as they
are discovered. Failure to verify and report shall constitute the
Company's acceptance of existing conditions as fit for the proper
execution of the Work under this Agreement.

####  5.1.12 Changed Conditions. 

Should the Company encounter subsurface or latent physical conditions at
the site which differ materially from those indicated in the Project
Documents or from those ordinarily encountered and generally recognized
as inherent in Work of the character provided for in this Agreement, the
Company shall give written notice to the PHA and the Project Engineer
before any such condition is disturbed or further disturbed. No claim of
the Company under this provision will be allowed unless the Company has
given the required notice. The PHA and the Project Engineer will
promptly investigate and if it is determined that the conditions
materially differ from those which Company should reasonably have been
expected to discover or anticipate, the PHA and the Project Engineer
with approve such changes in the Project Documents as may be necessary.
If such changed conditions cause an increase or decrease in the
Company's cost or time of performance, an appropriate change order will
be approved. However, any increase in the Company's cost of performance
must not result in an increase in the not-to-exceed price set forth in
Paragraph 6.1.

####  5.1.13 Right to Carry Out the Work

(**a**) In the event the Company neglects or fails to carry out the Work
in accordance with this Agreement and the Project Documents, the PHA may
correct such deficiencies after giving twenty (20) business days written
notice to the Company and its surety. This shall be without prejudice to
any other remedy the PHA may have. The PHA may deduct from the payments
then or thereafter due the Company all costs incurred in correcting
deficiencies made necessary by such neglect or failure. If the payments
then or thereafter due the Company are not sufficient to cover such
amount, the Company shall be liable in such amount to the PHA.

(**b**) Emergencies: In case of emergencies as determined by the PHA
involving public health or public safety or to protect against further
loss or damage to the PHA's property or to prevent or minimize serious
disruption of PHA services or to insure the integrity of the PHA
records, the PHA may cause such Work as is necessary to be performed
without prior notice to the Company or its surety.

####  5.1.14 Right to Reject or Stop the Work. 

The PHA may reject any of the Work which does not conform to the Project
Documents. If the Company fails to correct defective Work or fails to
supply labor, materials or equipment in accordance with the Project
Documents, the PHA may order the Company to stop the Work, or any
portion thereof, until the cause for such order has been eliminated.

####  5.1.15 Right to Terminate. 

If the Company fails or refuses to prosecute the Work with such
diligence as to allow completion of the Work in accordance with the
Project Installation Schedule, or commits a material breach of any other
provision of this Agreement of the Project Documents, the PHA may
terminate the Company's right to proceed with the Work and to perform
the maintenance, monitoring and training services specified in Schedules
G and J. In such case, the PHA will give the Company and its surety
written notice of intention to terminate and the reason therefore and,
unless within seven (7) business days the delay or violation shall cease
or satisfactory arrangement of correction is made, the PHA may issue a
termination notice for the Company and its surety. Thereupon, the surety
will be given the opportunity to complete the Work in accordance with
the Project Documents. Such completion may include, but not be limited
to, the use of a completing contractor pursuant to a written takeover
agreement, the payment of a sum of money required to allow the PHA to
complete the Work, or other arrangements agreed to by the PHA and the
surety. If within seven (7) business days the surety fails to notify the
PHA that it intends to exercise its right to undertake the Work, the PHA
may take over the Work, exclude the Company from the site and take
possession of all of the Company's tools, appliances, equipment and
machinery at the site and use the same to the full extent that could
have been used by the Company (without liability for trespass or
conversion) incorporate into the Work all materials and equipment stored
at the site and finish the Work as the PHA may deem expedient by
contract publicly advertised or otherwise. In such case, the Company
shall not be entitled to receive any payment until the Work is finished.
If the PHA's expenses in completing the Work exceed the price specified
in this Agreement, the Company shall pay the difference to the PHA.

####  5.1.16 Permits and Approvals. 

The Company is solely responsible for obtaining all necessary permits
and approvals for the design, installation and operation of the ECMs.
The PHA shall exercise its best efforts to assist the Company. The ECMs
and the operation of the ECMs by the Company shall at all times conform
to all applicable codes.

The Company shall furnish copies of each permit or license which is
required to perform the Work to the PHA and the Project Engineer before
the Company commences the portion of the Work requiring such permit or
license.

If the Company observes that any of the Project Documents are at
variance with permits or licenses granted, or laws, ordinances, codes,
rules or regulations of government authorities, the Company shall
promptly notify the Project Engineer in writing and shall make any
necessary changes, subject to the approval thereof by the Project
Engineer in accordance with the therms of this Agreement. If the Company
performs any Work which is contrary to any permit or license granted, or
any applicable laws, ordinances, codes, rules or regulations, the
Company shall make changes as required to comply therewith, and shall
bear all costs arising therefrom without additional compensation fro the
PHA.

####  5.1.17 Taxes. 

The PHA is generally exempt from Federal Excise Tax, State and Local
Sales Taxes. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ law (S***ite codes
applicable to specific state here***).

####  5.1.18 Royalties and Patents. 

The Company shall pay all royalties and license fees. The approval of
any method of construction, invention, appliance, process, article,
device, material or equipment of any kind by the PHA will only be an
approval of it's adequacy for the work, and will not be an approval of
the use thereof by the Company in violation of any patent or other
rights of any third person. The Company shall indemnify the PHA against
all suits and claims that may be based on an infringement of patent. If
in the Company's opinion, the property furnished hereunder is likely to
or does become the subject of a claim of infringement of a United States
patent, the Company shall immediately notify the PHA in writing, and,
without diminishing Company's obligations herein, the Company shall at
its option and at its sole expense, (a) substitute suitable property
satisfactory to the PHA, (b) obtain the right for the PHA to continue
the use of such property or (c) provide an alternative acceptable to
both the Company and the PHA.

If the use of the property by the PHA shall be prevented by permanent
injunction, the Company shall take back such property and the Company at
its cost shall substitute suitable property satisfactory to the PHA.

####  5.1.19 Project Schedule. 

The Company, recognizing that the contract time is of the essence of
this Agreement, shall perform the Work in such manner and with such
sufficient equipment and forces to complete the Work by the date
specified in the Project Installation Schedule as set forth in Schedule
K.

####  5.1.20 Extensions. 

Extensions of time will be allowed for delays which affect critical
items on the project Installation Schedule arising from unforeseeable
causes beyond the control and without the fault or negligence of the
Company or of its subcontractors or suppliers, including but not
restricted to:

(**I**) Acts of God

> (**II**) Acts of the PHA in compliance with the terms of this
> Agreement;
>
> (**III**) Acts of other contractors in the performance of a contract
> with the PHA, except when such other contracts are assigned to the
> Company and
>
> (**IV**) Fires, floods, epidemics, quarantine restrictions, strikes,
> freight embargoes, unusually severe weather or other perils causing
> damage to the Project.

A request for an extension of time will not be considered unless made in
writing to the Project Engineer within fifteen (15) calendar days after
the cause of delay. In the case of a continuing cause of delay, only one
request is necessary. Extensions of time may be made by the Project
Engineer during performance of the Work. However, any extensions granted
must fall within the term of the Interim Period set forth in Paragraph
4.2. The grant of any extension of time to the Company shall not impair
or prejudice the rights of the PHA.

####  5.1.21 No Compensation for Delay. 

The Company shall not be entitled to payment or compensation of any kind
from the PHA for any alleged damages, costs for expenses whatsoever,
including but not limited to costs or acceleration, arising in any
manner because of hindrance or delay from any cause whatsoever, whether
such hindrances or delay be reasonable, foreseeable or avoidable. The
Company shall not be entitled to recover from the PHA, and hereby waives
all rights which it or its subcontractors or any other person may
otherwise have to recover, any costs, expenses and damages of any nature
which it or its subcontractors or any other person, may suffer by reason
of delay in the performance of the Work or any portion thereof, the
extension of time granted herein being the Company's sole and exclusive
remedy.

####  5.1.22 Subcontracts and Subcontractors. 

The Company shall have the right to have any of the services to be
provided by the Company under this Agreement accomplished by
subcontractors pursuant to written subcontracts between the Company and
such subcontractors.

The Company shall, upon entering into any agreement with a
subcontractor, furnish the PHA with three (3) copies thereof. All
subcontracts shall contain provisions that require all services to be
performed in strict accordance with the requirements of this Agreement
and shall provide that the subcontractors are subject to all the terms
of this Agreement. Provided that such agreements do not prejudice any of
the PHA's rights under this Agreement, such agreements may contain
different provisions than are provided herein with respect to extensions
of schedule, time of completion, payments, guarantees and maters not
affecting the quality of the Work.

The Company shall not allow any lien for labor or material to attach to
the ECMs, the Premises or any other property owned by the PHA.

####  5.1.23 Hazardous Materials

(**a**) The Company acknowledges that compliance with the National
Emission Standard for Hazardous Air Pollutants as promulgated by the
United States Environmental Protection Agency pursuant to Section 112 of
the Clean Air Act is a continuing obligation requiring any and all
demolition or renovation activity completed by or on behalf of the PHA,
to conform to the standards for such activity as set forth in 40 CFI
61.145. The Company shall observe all notification procedures
established by the United States and Environmental Protection agencies
in the execution of the Work under this Agreement.

(**b**) the following options are available to the PHA in the event that
undisclosed hazardous materials are encountered in the performance of
the Work by the Company or its subcontractors:

> (**i**) If feasible, the PHA may direct the Company to modify the
> scope of the Work to eliminate portions of the Work affected by the
> undisclosed hazardous substance or material. If an acceptable
> modification is proposed by the Company, the parties will execute a
> change order.
>
> (**ii**) The PHA may terminate this Agreement upon payment to the
> Company of the amount of services or materials supplied by the Company
> prior to suspension of the Work. Provided, however, that the PHA shall
> not be liable for costs or expenses incurred by the Company if the
> existence of the hazardous substance or material was disclosed to the
> Company by the PHA or, if as a result of the Company's review of the
> Project Documents, including any Asbestos Management Plan developed
> for the Premises and its investigation of the Premises, the Company
> should reasonably have been expected to discover or anticipate the
> existence of the hazardous substance or material and the Company could
> have developed the scope of the Work in such a manner as to avoid said
> hazardous substance or material.

(**c**) The Company and the PHA agree that any work relating to
hazardous substances or materials including the abatement, removal,
containment, treatment, storage, handling, use, transportation or
disposal thereof is the responsibility of the PHA, unless specifically
agreed to by the Company and provided for in this Agreement. Any work
relating to (i) asbestos, material containing asbestos, or the
existence, use, detection, removal, containment or treatment thereof or
(ii) pollutants, hazardous wastes, hazardous materials, contaminants
(collectively "Hazardous Materials") or the storage, handling, use,
transportation, treatment or the disposal, discharge, leakage, detection
removal or contaminant thereof which is not specifically provided for
this Agreement is the responsibility of the PHA.

If an Asbestos Management Plan has been developed for the Premises, the
PHA shall make said plan available for the Company's review and
inspection throughout the Interim Period.

####  5.1.24. Material and Workmanship.

(**a**) The Company shall ensure that all materials used by the Company
and its subcontractors and workmanship performed or caused to be
performed by the Company in connection with the Work meets or exceeds
all applicable codes. Where conflicts exist between applicable codes,
the more stringent provision shall apply;

(**b**) The Company shall ensure that all equipment and materials to be
used in the Work for which Underwriters Laboratory labeling services is
provided shall be UL labeled;

(**c**) The Company shall obey the following list of codes where
applicable:

**1**) Applicable Construction and Electrical Code;

**2**) Underwriters Laboratories (UL)

> **3**) Insulated Power Cable Engineers Association (IPCEA);

**4**) National Electrical Code (NEC);

> **5**) National Electrical Manufacturers Association (NEMA);
>
> **6**) American National Standards Institute (ANSI); and
>
> **7**) Institute of Electrical and Electronic Engineers (IEEEE).

####  5.1.25. Warranty of Materials. 

The Company warrants that all materials and equipment furnished under
this agreement will be new unless otherwise specified, and that all work
will be of good quality, free from faults, and defects and in
conformance with the Project Documents. All work not so conforming to
these requirements may be considered defective. If required by the
Project Engineer, the Company shall furnish satisfactory evidence as to
the kind and quality of materials and equipment. This warranty is not
limited by the provisions of Paragraph 8.1 below. This warranty of
materials, equipment and workmanship is separate from, independent of,
and in addition to any other guarantees in this Agreement or any other
warranties in this Agreement or required by the Project Documents.

####  5.1.26 Responsibility for Materials. 

The PHA does not assume any responsibility for the availability of any
controlled materials or other materials and equipment required for the
Work. The Company shall be responsible for the contracted quality and
standards of all materials, components or completed Work furnished by
the Company pursuant to the terms hereof. Materials, components or
completed work which fails to comply with this Agreement and the Project
Documents may be rejected by the Project Engineer and shall be replaced
by the Company at no cost to the PHA. The Company shall remove from the
Premises within a reasonable time any materials or components so
rejected at the entire expense of the Company, after written notice has
been delivered by the Project Engineer to the Company that such
materials or components have been rejected.

####  5.1.27 General Inspection.

(**a**) All materials and equipment and each part of the detail of the
Work shall be subject at all times to inspection by the Project Engineer
or the PHA and the Company will be held strictly to the true intent of
this Agreement and the Project Documents with regard to quality of
materials, workmanship, and the diligent execution of the Work.

(**b**) The Company shall allow the Project Engineer and the PHA access
to all parts of the Work, and shall furnish such information and
assistance as is required to make a complete and detailed inspection or
inspections.

(**c**) All material used in the Work must be inspected, tested and
approved in accordance with the Project Documents and this Agreement
prior to its use.

(**d**) The Company shall, if the Project Engineer or the PHA requests,
remove or uncover such portions of the finished Work as the Project
Engineer or the PHA may direct. After the examination, the Company shall
restore said portion of the Work to the standard required by this
Agreement and the Project Documents. If the Work thus exposed or
examined proves acceptable, the expenses of uncovering or removing and
the replacing of the parts removed shall be the responsibility of the
PHA and such uncovering, removing and replacing shall be deemed to be an
excusable event of delay, if a delay in completion is caused thereby. If
the Work so exposed or examined is unacceptable, the expense of
uncovering or removing and replacing of the same in accordance with this
Agreement and the Project Documents will be borne by the Company and no
request for a time extension or claim for a delay will be granted.

(**e**) The Project Engineer will make an inspection of the Work as soon
as practicable after notification by the Company that the Work is
substantially completed and ready for acceptance. If such Work is not
acceptable to the Project Engineer and the PHA at the time of
inspection, the Company shall be notified as to the particular defects
to be remedied before acceptance of such Work can be made.

####  5.1.28 Change Orders. 

The PHA may order changes in the Work, or approve changes in the Work
initiated by the Company, consisting of additions, deletions or
modifications to the Work only as provided herein. The Work shall be
changed and the Not-to-Exceed Price of the Work and the Project
Installation Schedule shall be modified only pursuant to a written
change order which has been reviewed and approved in writing by the
Project Engineer, prior to the commencement of any Work which is the
subject of the Change order. Change orders which result in the increase
to the Not-to-Exceed Price of the Work shall be approved by the PHA.
Change orders will not be approved to compensate the Company for any
increase in the Installation Cost set forth in Schedule C unless the
scope of the ECMs set forth in Schedule A is expanded by mutual
agreement of the PHA and the Company and reflected in an appropriate
change order.

####  5.1.29 Project Meetings. 

The Company shall provide for monthly project meetings in the Project
Installation Schedule, and shall give timely advance written notice and
agenda of such meetings to the Project Engineer. The Company shall
record minutes and distribute copies of minutes of meetings to the PHA
and the Project Engineer within five (5) business days after each
meeting. The Company shall schedule additional project meetings if
requested by the Project Engineer.

####  5.1.30 Assignment of Claims. 

Except for the Company's sale and assignment of its right under Schedule
F, the PHA shall not be bound by any assignment by the Company to third
parties of moneys due or to become due or of any other claims it may
have under this Agreement except where the PHA consents in writing to be
so bound.

####  5.1.31 Claims and Disputes. 

The Company shall promptly notify the PHA in writing of any claims or
disputes. Failure to notify the PHA in such instances may result in
rejection of any such claim.

## ARTICLE 6: NOT-TO-EXCEED PRICE, PAYMENTS RELATING TO CERTAIN ENERGY CONSERVATION MEASURES {#article-6-not-to-exceed-price-payments-relating-to-certain-energy-conservation-measures .unnumbered}

###  6.1 Not-to-Exceed Price for the Work. 

The Not-to-Exceed Price agreed to by the PHA and the Company as
compensation to the Company for the Work to be performed under the
provisions of Article 5 is \$\_\_\_\_\_\_\_\_\_. the Not-to-Exceed Price
is inclusive of all costs to be paid by the PHA for the Work and is not
subject to increase.

###  6.2 Purchaser Installment Payments. 

The Company shall provide certain energy conservation measures specified
in Schedule A (the "ECMs") by selling the ECMs to the PHA on an
installment basis. The PHA shall pay the purchase price of the ECMs by
making Purchaser Installment Payments (as defined in Schedule F) at such
times and in such amount as set forth in Schedule F.

###  6.3 Maintenance Monitoring and Training Fees. 

The PHA shall pay fees to Company for maintenance, monitoring and
training services performed after the Acceptance Date pursuant to and in
accordance with Schedule(s) G and J. Except for training services which
are part of the Work pursuant to Paragraph 8.6 and Schedule J,
maintenance, monitoring and training fees shall not begin to accrue
prior to the Acceptance Date.

## ARTICLE 7: SUBSTANTIAL COMPLETION, FINAL ACCEPTANCE {#article-7-substantial-completion-final-acceptance .unnumbered}

###  7.1 Systems Startup/Commissioning. 

The Company shall conduct a thorough and systematic performance test of
each element and total system of the installed ECMs in accordance with
Schedule P. The Company shall provide notice to Project Engineer of the
scheduled test(s). The Project Engineer shall have the right to
designate representatives to be present at any or all such tests. The
Company shall demonstrate that all ECMs installed comply with the
requirements of the Project Documents. The Company shall test all
components and systems of the installed ECMs. The Company shall correct
or adjust all deficiencies in operation observed during system
commissioning.

###  7.2 Interim Period Training. 

As part of the Work to be performed under Article 5, the Company shall
provide training covering the operation of the installed ECMs to
designated PHA personnel as detailed in Schedule J.

###  7.3 Substantial Project Completion Defined. 

Substantial Project Completion shall occur when the Company's
performance is sufficiently complete in accordance with the Project
Documents so that the PHA can utilize the installed ECMs for their
intended use and the Energy Savings Guaranty provided by Company under
Schedule B becomes effective.

####  7.3.1 Notice. 

When the Company considers the Work substantially complete, and after
systems startup and when commissioning and interim period training of
PHA personnel has been successfully accomplished, the Company shall
submit a written notice to the PHA that the Work is substantially
complete.

####  7.3.2 Inspection. 

The Project Engineer will schedule an inspection to be attended by the
Project Engineer and the Company within seven (7) business days after
receipt of the Company's notice, to determine whether Substantial
Completion has been achieved.

####  7.3.3 Required Submittals by the Company. 

The Company shall submit the following documents to the Project Engineer
with its notice of Substantial Completion:

**a**) All guarantees, warranties and four (4) sets of operation and
maintenance materials, that provide effective instructions for all
installed components. O & M Manuals shall be developed in commercial
quality 8 1/2 X 11 three-ring binders with hardback plastic covers. Each
manual shall contain detailed descriptions for operating instructions to
include pre-operational checks, start-up and shutdown procedures,
automatic and manual operations, emergency procedures, and maintenance
requirements and procedures.

Information pertaining to maintenance shall include all items for
predictive and preventive maintenance, instructions for corrective
maintenance, method for troubleshooting all equipment and information
for all required tools and equipment. Additionally, exploded view,
assembly and project drawings and spare information shall be
incorporated into manuals.

**b**) maintain for project record and render the original Project
Drawings and Specifications into Contractor updated mylar "as-built"
drawings and modifications, additions, and deletions that have
transpired during construction. Final as-built shall also be provided in
Auto CAD 13 format on 3.5" disks and delivered to the Project Engineer.

**c**) detailed breakdown of costs for equipment, materials, and labor
itemized by ECM for each building.

**d**) lien waivers from the Company and all subcontractors and
suppliers totaling the full amount of the Not-to-Exceed Price of the
Work under this Agreement reflecting any adjustments made in accordance
with the provisions of Paragraph 6.1. The Company shall use lien waiver
forms provided by the Project Engineer.

####  7.3.4 Substantial Completion Package. 

Upon its determination that Substantial Completion has been achieved,
the Project Engineer will prepare and provide a Substantial Completion
package, containing:

**a**) Certificate of Substantial Completion

**b**) Date of substantial completion.

**c**) Punch lists of items to be completed or corrected

> **d**) The time within which punch list items shall be completed or
> corrected.
>
> **e**) Date and time the PHA will take possession of the ECMs

####  7.4.2 Final Cleaning. 

At completion of the Work, or when directed by the PHA, the Company
shall remove all waste, debris, rubbish, tools, construction aids,
fences, barriers, temporary utilities, equipment, machinery and surplus
materials. The Company is responsible for the cleaning operations of its
subcontractors.

The Company shall clean and repair all exposed surfaces, including
windows and leave the Premises clean and ready for occupancy. The
Company shall repair, patch and touch up marred surfaces to specified
finish, to match adjacent surfaces. The Company shall broom clean all
exposed concrete and paved surfaces, and mop all hard surface flooring.
the Company Shall vacuum all carpet.

The Company shall maintain the Work until the Work or designated
portions of the Work are accepted by the Project Engineer. No partial or
entire use of the ECMs by the PHA shall constitute acceptance of the
Work, or any labor, goods or materials provided under this Agreement
which are not in accordance with the Project Documents or the terms of
this Agreement.

## ARTICLE 8: THE ENERGY CONSERVATION MEASURES {#article-8-the-energy-conservation-measures .unnumbered}

###  8.1 Warranties. 

The Company warrants that all ECMs purchased pursuant to Article 5 and
installed as part of this Agreement are new, in good and proper working
condition and are of merchantable quality and fit for the particular
purposes of enabling the PHA to reduce energy consumption and cost. The
Company further warrants that the ECMs are protected by appropriate
written warranties covering all parts and equipment performance in
accordance with Schedule U. The Company shall deliver to the Project
Engineer for inspection and approval of all such written warranties and
shall pursue rights and remedies against the manufacturer and each prior
seller of the ECMs under the warranties in the event of equipment
malfunction, improper or defective function, or defects in parts,
workmanship or performance. The Company shall notify the PHA whenever
defects in equipment parts or performance occur which give rise to such
rights and remedies and those rights and remedies are exercised by the
Company. The cost of any damage, loss or claims by any person arising
out of the use or operation of the ECMs or damage to the ECMs and their
performance, including damage to other property and equipment of the PHA
of the Premises due to the Company's failure to exercise its warranty
rights shall be borne solely by the Company.

All warranties shall be transferable and extend to the PHA. The
warranties shall specify that only new, and not reconditioned, parts may
be used and installed when repair is necessitated by malfunction.

###  8.2 Correction of Warranted Work.

(**a**) Commencing with the date of beneficial use of each ECM to the
PHA and continuing for the warranty periods specified in Schedule U for
each ECM, or within such longer period of time as may be prescribed by
law or by the terms of any applicable special warranty required by the
Project Documents, the Company shall correct or replace all defective or
nonconforming Work and all faulty or defective Work in accordance with
the time frames set forth in 8.2(c) after receipt of written notice from
the PHA to do so whether such fault or defect was observed before or
after final acceptance of the Work and whether such Work was fabricated,
installed or complete unless the PHA has previously given the Company a
written waiver of the specific fault or defect. Notice may be given by
telephone in the event of an emergency situation. The Company shall bear
all costs of replacing or correcting such rejected or faulty or
defective Work.

(**b**) The Company shall, at its own expense, remove from the Premises
all portions of defective and nonconforming Work which Company is
obligated to replace or correct under this Paragraph 8.2 unless removal
has been waived in writing by the PHA.

(**c**) If the Company fails to correct defective or nonconforming Work
as provided in this Section within twenty-four (24) hours after notice,
in the case of emergency conditions, or within five (5) business days in
other cases after the Company's receipt of written notice from the PHA
of such defective or nonconforming Work, the PHA may correct such work
at the Company's expense including costs incurred due to the removal of
non-conforming of defective Work and removal and storage of equipment or
materials left at the Premises by the Company.

(**d**) If the Company does not pay the cost incurred by the PHA for
such repair, removal and storage within ten (10) days of written demand
therefor, the PHA may, upon ten (10) additional days notice, sell any
material and equipment not removed by the Company at auction or at
private sale and shall account for the net proceeds thereof, after
deducting all the costs that should have been borne by the Company. If
such proceeds of sale do not cover all costs which the Company should
have borne, the difference shall be charged to the Company. If the
payments then or thereafter due the Company are not sufficient to cover
such amount, the Company shall pay the difference to the PHA.

(**e**) The Company shall bear the cost of repairing or replacing all
work of other contractors destroyed or damaged by such removal or
correction.

(**f**) Nothing contained in this Section shall be construed to
establish a period of limitation with respect to any other obligation
which the Company might have under the Project Documents. The
establishment of the time period set forth in paragraph 8.2(a) above,
relates only to the specific obligation of the Company to correct the
Work and has no relationship to the time within which its obligation to
comply with the Project Documents may be sought to be enforced, nor to
the time within which proceedings may be commenced to establish the
Company's liability with respect to its obligations other than to
specifically correct the Work. Notwithstanding the provisions of this
paragraph 8.2, the Company shall, on demand made by the PHA at any time
in writing during the ten (10) year period following Substantial
Completion, promptly repair or replace all defective or non-conforming
work resulting from fraudulent misrepresentation, fraudulent concealment
or gross negligence by the Company or its subcontractors in the
performance of the Work.

###  8.3 Location and Access. 

The PHA shall provide sufficient space free of charge at the Premises
for the installation and operation of the ECMs for the term of this
Agreement. The PHA shall provide access to the Premises for the Company
and its contractors or subcontractors to install, adjust, inspect,
maintain and repair the ECMs in accordance with the terms of this
Agreement during regular business hours, or such other reasonable hours
as may be requested by the Company and acceptable to the PHA. The
Company's access to correct any emergency condition shall be subject to
the provisions of the Working Conditions detailed in Schedule R, and
shall not be unreasonably restricted by the PHA.

###  8.4 Company Maintenance and Monitoring Responsibilities for ECMs. 

The Company shall be responsible for providing the maintenance,
monitoring, repairs, and adjustments to the ECMs as set forth in
Schedule G. All repairs, parts, devices, accessories and improvements of
any kind or nature furnished or affixed to the ECMs or to the PHA's
existing equipment during the term of this Agreement shall become a part
of the ECMs or PHA's equipment. The Company shall be compensated for
such maintenance and monitoring services pursuant to paragraph 6.3 and
Schedule G hereof. The Company's failure to provide maintenance,
service, repairs and adjustments to the ECMs, the PHA may withhold fees
due to the Company for such services until such repairs or adjustments
are completed.

###  8.5 PHA Operating and ECMs Maintenance Responsibilities. 

The PHA shall be responsible for providing the maintenance, monitoring,
service, repairs and adjustments to the ECMs as set forth in Schedule H.
Except as set forth in Schedule H, the PHA shall not move, modify,
remove, adjust, alter or change in any material way the approval of the
Company, except in the event of an occurrence reasonably deemed by the
PHA or the Company to constitute a bona fide emergency. The PHA
acknowledges that substantial deviations from the operating parameters
set forth in Schedule I may necessitate an adjustment to the baseline.
In addition to the responsibilities set forth in Schedule H, the PHA
shall use it's best efforts to protect and preserve the ECMs and the
operating conditions of all mechanical systems and energy related
systems located at the Premises.

###  8.6 Training by the Company. 

The Company shall conduct the training program described in Schedule J
hereto. The Interim Period Training specified in Schedule J must be
completed prior to acceptance of the ECMs. The Post-Acceptance Training
specified in Schedule J shall be completed after Final Acceptance in
accordance with the provisions of Schedule J. The Company shall provide
ongoing training whenever needed, with respect to updated or altered
ECMs, including updated software.

###  8.7 ECMs Upgrades: Alterations. 

The Company shall have the right, at all times during the term of this
Agreement, subject to the PHA's written approval, to modify or replace
any of the ECMs and to revise any procedures for the operation of the
ECMs or implement other procedures at the Premises provided that: (i)
Company complies with the standards of comfort and service set forth in
Schedule I; (ii) such modifications or additions to, or replacements of
the ECMs, and any operation changes, or new procedures are necessary to
enable the Company to achieve the energy savings guaranteed by the
Company at the Premises and (iii) any costs incurred relative to such
modifications, additions or replacements of the ECMs, or operational
changes or new procedures which are not covered by the Energy Savings
Guaranty set forth in Schedule B shall be the responsibility of the
Company. All modifications, additions or replacements of the ECMs or
revisions to operating or other procedures shall be described in a
supplemental Schedule(s) to be provided to the PHA for approval, which
shall not be unreasonably withheld, provided that any replacement ECM
shall be new and have equal or better potential to reduce energy
consumption at the Premises than the ECM being replaced. The Company
shall update any and all software to be used in connection with the ECMs
in accordance with the provision of Schedule G. All replacement of and
alterations or additions to the ECMs shall become part of the ECMs
described in Schedule A and shall be covered by the ownership provisions
of Schedule F. The Company and the PHA shall determine in accordance
with the provisions of paragraph 9.5, what, if any, adjustments to the
Baseline/Benchmarks set forth in Schedule E are necessary due to
upgrades or alterations of the ECMs which are necessary to enable the
Company to achieve the level of energy savings guaranteed by the
Company.

###  8.8 Malfunction and Emergencies. 

The PHA shall use its best efforts to notify the Company or its designee
within forty-eight (48) hours after the PHA's actual knowledge of the
occurrence of:

**8.8.1**. Any material malfunction in the operation of the ECMs or any
preexisting energy-related equipment;

**8.8.2** Any material interruption or alteration of the energy supply
to the Premises;

**8.8.3** Any material alteration or modification in the ECMs or their
operation; and

**8.8.4** Any material alteration, modification or change in the
Premises or the use of the Premises.

The PHA's obligation to use its best efforts to notify the Company as
soon as reasonably possible shall be deemed satisfied if the PHA reports
any said material malfunction, interruption, alteration, modification or
change within forty-eight (48) hours of the PHA's actual knowledge of
the occurrence.

###  8.9 Effect of Malfunctions on the PHA. 

Except as provided in paragraph 8.9.1 following, in no event and at no
time during or after the term of this Agreement will any party be liable
to the other or any other person for any business expenses, lost
profits, lost savings, lost revenues, or indirect, incidental, special,
exemplary or consequential damages arising from, or in any way related
to, this Agreement regardless of whether such liability is based in
contract, tort, strict liability or other form of action. This
limitation of liability will apply even if a party has been advised of
the possibility of such expenses, losses or damages. Provided, however,
that this paragraph 8.9 is not intended, nor shall be constructed as, a
limitation of the warranties or indemnification's provided by the
Company under this Agreement.

####  8.9.1 Effect of Malfunctions on the Company. 

The Parties agree that in the event any ECM malfunction due solely or in
part to nonperformance or error by the Company results in out-of-pocket
expenses by the PHA, the Company shall compensate the PHA for such
actual out-of-pocket expenses up to the amount of \$\_\_\_\_\_\_\_\_\_\_
over the term of this Agreement.

###  8.10 Ownership of Certain Proprietary Property Rights. 

The PHA shall acquire no ownership interest in any software, formulas,
patterns, devices, secret inventions or processes, or copyright, patent,
and other intellectual and proprietary rights or similar items of
property which are or may become used in connection with the ECMs. The
Company shall grant to the PHA a perpetual, irrevocable royalty-free
license of any and all software or other intellectual property rights
necessary for the PHA to continue to operate, maintain, and repair the
ECMs in a manner that will maximize energy consumption reductions beyond
the expiration of this Agreement.

## ARTICLE 9: THE PREMISES {#article-9-the-premises .unnumbered}

###  9.1 Description of the Premises. 

The Premises in which the ECMs are to be installed and services are to
be provided by the Company under this Agreement are described in
Schedule D.

###  9.2 Ownership of Existing Property. 

The Premises and all equipment and materials existing at the Premises at
the time of execution of this Agreement shall remain the property of the
PHA even if it is replaced or its operation made unnecessary by work
performed by the Company pursuant to this Agreement. The Company shall
timely advise the PHA in writing of all equipment and materials to be
replaced at the Premises as part of the Work and the PHA shall designate
in writing to the Company the equipment and materials which should not
be disposed of off-site by the Company. It is understood and agreed by
the Parties the PHA is responsible for the removal and expense incident
thereto for any equipment and materials designated to the Company as
non-disposable. The PHA shall dispose of such equipment and material in
a manner which will not unreasonably interfere with the performance
obligations of the Company under the terms and conditions of this
Agreement. The Company shall be responsible for the disposal of all
equipment and materials designated by the PHA as disposable off-site in
accordance with all applicable laws and regulations regarding such
disposal.

###  9.3 Material Change Defined. 

A Material Change shall include any change in or to the Premises, not
covered by Schedule B, whether structural, operational or otherwise in
nature which reasonably could be expected in the judgment of the PHA to
increase or decrease annual costs of energy usage by at least
\$\_\_\_\_\_\_\_\_\_\_, in the aggregate, after adjustments for climatic
variations. Actions by the PHA which may result in a Material Change
which is subject to this paragraph 9.3, include, but are not limited to
the following:

**9.3.1** changes in the manner of use of the Premises by the PHA; or

**9.3.2** changes in the hours of operation for the Premises or for any
equipment or energy using systems operating at the Premises; or

**9.3.3** permanent changes in the comfort and service parameters set
forth in Schedule I; or

**9.3.4** changes in the occupancy of the Premises; or

**9.3.5** changes in the structure of the Premises; or

**9.3.6** changes in the types and quantities of equipment used at the
Premises; or

**9.3.7** modification, renovation or reconstruction at the Premises; or

**9.3.8** the PHA's failure to provide maintenance of and repairs to the
ECMs pursuant to paragraph 8.5 hereof; or

**9.3.9** any significant damage to the Premises or the ECMs caused by
fire, flood, or other casualty or any condemnation affecting a
significant portion of the Premises; or

**9.3.10** the closing of a building at the Premises which is
contemplated to be closed for a period of 365 days or longer; or

**9.3.11** any other condition other than climate affecting energy use
at the Premises.

###  9.4 Reported Material Changes. 

**Notice by PHA.** The PHA shall use its best efforts to deliver to the
Company a written notice describing all actual or proposed Material
Changes in the Premises or in the operations of the Premises no less
than thirty (30) days before any actual or proposed Material Change is
implemented. Notice to the Company of Material Changes which result
because of a bona fide emergency or other situation which precludes
advance notification shall be deemed sufficient if given by the PHA
within forty-eight (48) hours after the event constituting the Material
Change occurred or was discovered by the PHA to have occurred.

###  9.5 Reported Material Changes. 

**Adjustments to Baseline-Benchmarks.** Any changes in energy
consumption or in energy savings which occur as the result of a Reported
Material Change shall be timely reviewed by the Company and the PHA to
determine what, if any, adjustments to the Benchmarks set forth in
Schedules B and E are necessitated by such Material Change(s). Any
disputes between the Company and the PHA concerning any such adjustment
shall be resolved in accordance with the provisions of Schedule Q
hereto.

###  9.6 Unreported Material Changes. 

Upon and after the Acceptance Date and in the absence of any reported
Material Change(s) in the Premises or in their operations, energy usage
should not change more than five (5) percent during any month from
projected energy usage for the month, after adjustment for changes in
climatic conditions. If a deviation [\>]{.underline} 5% occurs, then the
Company shall timely review such changes to ascertain the cause of such
deviation. The Company shall report its findings to the PHA in a timely
manner. The Company and the PHA shall determine what, if any,
adjustments to the baseline set forth in Schedule E are necessary. Any
disputes between the Company and the PHA concerning any such adjustment
shall be resolved in accordance with the provisions of Schedule Q
hereto.

###  9.7 Casualty of Condemnation to Premises. 

Any significant damage to the Premises caused by fire, flood, or other
casualty, or any condemnation affecting any significant portion of the
Premises, shall be reported to the Company as a Material Change, and the
provisions of paragraph 9.4 shall be applicable.

###  9.8 Closing of Buildings. 

Except for emergency situations, the PHA agrees to give the Company a
minimum of sixty (60) days notice of closing a building which is
contemplated to be closed for a period of three hundred sixty-five (365)
days or longer. In emergency situations, as much notice shall be given
as reasonably possible. In the event of such closing, the Company and
the PHA shall determine the adjustment to the Baseline necessitated by
such event.

## ARTICLE 10: GENERAL TERMS AND CONDITIONS {#article-10-general-terms-and-conditions .unnumbered}

###  10.1 Assignment. 

The Company acknowledges that the PHA is induced to enter into this
Agreement by, among other things, the professional qualifications of the
Company. The Company agrees that except for the Company's sale and
assignment of rights under Schedule F, neither this Agreement nor any
right or obligation hereunder may be assigned in whole or in part,
without the prior written approval of the PHA.

####  10.1.1 Assignment by Company. 

The Company may, with prior written approval of the PHA, with consent
shall not be unreasonably withheld, delegate its duties and its
performance under this Agreement, and/or utilize contractors, provided
that any assignee(s), delegee(s), or contractor(s) shall honor the terms
of this Agreement. Notwithstanding the provisions of this paragraph, the
Company shall remain jointly and severally liable with its assignee(s),
or transferee(s) to the PHA for all of its obligations under this
Agreement.

###  10.2 Non-Appropriation of Funds. 

Subsequent to the Acceptance Date, and the payment to the Company for
the Work as provided in paragraph 6.2, if sufficient funds are not
lawfully appropriated to the PHA and other funds are not lawfully
available for payment of fees for project costs financed, maintenance,
monitoring and training services due the Company in accordance with
paragraph 6.2 and 6.3 and Schedule C, during any Fiscal Year, the PHA's
obligations to make such payments to the Company shall be subject to
termination and cancellation by the PHA without penalty. In the event of
such termination and cancellation, Company's obligations to render the
performance of maintenance, monitoring and training services, as well as
to provide the energy Savings Guaranty required under this Agreement,
shall cease without penalty in accordance with the provisions of this
paragraph.

Non-Appropriation shall be deemed to occur if on the date on which the
first financing payment or maintenance and monitoring fees in a Fiscal
year comes due, there have not been enacted into law appropriations of
funds for the payment of fees coming due during the Fiscal Year. The PHA
shall provide immediate notice to the Company of any impending changes
in the status of appropriations which may affect this Agreement of which
it has notice.

In the event of such non-appropriation, on the first day following the
date on which the last payment of fees for the financing agreement,
maintenance, monitoring and training services, Schedule C can be made in
full from lawfully appropriated funds, this Agreements shall be subject
to termination and cancellation, provided that any such termination and
cancellation shall not apply to fees for maintenance, monitoring and
training services for which sufficient funds have been lawfully
appropriated.

###  10.3 Indemnification

####  10.3.1 Duty to Indemnify. 

The Company shall defend, indemnify, keep and save harmless the PHA,
board members, agents and employees, in both individual and official
capacities, against all suits, claims, damages, losses and expenses,
including attorney's fees, caused by, growing out of, or incidental to,
the performance of the Work under this Agreement by the Company or its
subcontractors to the full extent as allowed by the laws of the State of
\_\_\_\_\_\_\_\_\_\_\_\_. This indemnification obligation shall not be
limited in any way by the amount or type of damages, compensation or
benefits payable by or for the Company or any Subcontractor under
Worker's Disability Compensation acts, disability benefit acts or other
employee benefit acts.

####  10.3.2 Intellectual Property Claims Indemnification. 

The Company shall protect, defend, indemnify and hold the PHA harmless
against and from any and all attorneys' fees relating to alleged patent,
trademark or copyright infringement, misappropriation of proprietary
rights, or trade secrets or similar claims, resulting form actions taken
by the Company in connection with this Agreement.

####  10.4.2 Not Cause for Delay. 

The PHA shall have the authority to determine questions of fact that
arise in relation to the interpretation of this Agreement and the
Company's performance hereunder. However, such determinations are
subject to the Alternate Dispute Resolution procedures as described in
Schedule Q. Unless the Parties agree otherwise, such determinations
and/or Alternative Dispute Resolution procedures shall not be cause for
delay of the Work. The Company shall proceed diligently with the
performance of this Agreement and in accordance with the PHA's decision
whether or not the Company or anyone else has an active claim pending.
Continuation of the Work shall not be construed as a waiver of any
rights accruing to the Company.

###  10.5 Right of Enforcement. 

The Failure of Company or the PHA to insist upon the strict performance
of the terms and conditions hereof shall not constitute or be construed
as a waiver or relinquishment of either Party's right to thereafter
enforce the same in accordance with this Agreement in the event of a
continuing or subsequent default on the part of the Company or the PHA.

###  10.6 Severability. 

It is agreed that the illegality or invalidity of any term or clause of
this Agreement, shall not affect the validity of the remainder of this
Agreement and this Agreement shall remain in full force and effect as if
such illegal or invalid term or clause were not contained herein.

###  10.7 Complete Agreement: Amendments. 

This Agreement, when executed, together with all Project Documents,
Schedules referred to in paragraph 3.5 and any other exhibits or
attachments referred to in this Agreement, shall constitute the entire
Agreement between the Parties and this Agreement may not be amended,
modified, or terminated except by a written agreement signed by the
Parties hereto.

###  10.8 Further Documents. 

The Parties shall execute and deliver all documents and perform all
further acts that may be reasonably necessary to effectuate the
provisions of this Agreement.

###  10.9 Applicable Law. 

This Agreement and the construction and enforceability thereof shall be
interpreted under the laws of the State of \_\_\_\_\_\_\_\_\_\_\_\_\_\_.

###  10.10 Notices. 

All notices required under this Agreement shall be in writing and shall
be deemed properly served if delivered in person to the individual to
whom it is addressed or, three (3) days after deposit in the United
States mail, if sent postage prepaid by United States registered or
certified mail, return receipt requested, as follows:

**a**) To the PHA:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Attention:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

with a copy to: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Attention:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**b**) To the Company:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Attention: \_\_\_\_\_\_\_\_\_\_\_\_\_\_

with a copy to: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Attention: \_\_\_\_\_\_\_\_\_\_\_\_\_\_

## ARTICLE 11: EVENTS OF DEFAULT: REMEDIES; TERMINATION; RIGHT TO OFFSET {#article-11-events-of-default-remedies-termination-right-to-offset .unnumbered}

###  11.1 Events of Default by the PHA. 

Each of the following events or conditions shall constitute an "Event of
Default" by the PHA with respect to its obligations under this
Agreement.

(**i**) Any failure to pay the Company any fees due subsequent to the
Acceptance Date pursuant to paragraphs 6.2 and 6.3 for maintenance,
monitoring and training services for more than sixty (60) days after
written notification by Company that PHA is delinquent in making such
payment, provided that the Company is not in default in its performance
under the terms of this Agreement;

(**ii**) any representation or warranty furnished by the PHA in this
Agreement which proves to be false or misleading in any material respect
when made;

(**iii**) any other material failure by the PHA to perform or comply
with the terms and conditions of this Agreement, including breach of any
covenant contained herein, except, that such failure if corrected or
cured within thirty (30) days after written notice to the PHA demanding
that such failure to perform be cured shall be deemed cured for purposes
of this Agreement.

###  11.2 Remedies Upon Default by the PHA. 

If an Event of Default by the PHA described in paragraph 11.1 occurs,
the Company may, without a waiver of other remedies which exist at law
or in equity, exercise all remedies available at law or in equity or
other appropriate proceedings including bringing an action or actions
from time to time for recovery of amounts due and unpaid by the PHA
under paragraphs 6.2 and 6.3, and/or for damages which shall include all
costs and expenses reasonably incurred in the exercise of its remedy.

###  11.3 Events of Default by the Company. 

Each of the following events or conditions shall constitute an "Event of
Default" by the Company for purposes of this Agreement with respect to
obligations of the Company:

(**i**) The Company's failure to furnish and install the ECMs in
accordance with the provisions of this Agreement and within the time
specified by this Agreement;

(**ii**) failure by the Company to pay any amount owing to the PHA due
to the Company's failure to achieve its Energy Savings Guaranty during
any Guaranty Year throughout the term of this Agreement or to perform
any obligation under the Energy Savings Guaranty;

(**iii**) the Standards of Comfort and Service set forth in Schedule I
are not provided due to failure of the Company to properly design,
install, maintain, repair or adjust the ECMs except that such failure if
corrected or cured within thirty (30) days after written notice to the
Company demanding that such failure be cured shall be deemed cured for
purposes of this Agreement;

(**iv**) failure to perform its obligations in accordance with the terms
of this Agreement, including failure to provide sufficient personnel,
equipment or material to ensure the performance required and failure to
meet the Project Installation Schedule provided in Schedule K, due to a
reason or circumstance within the Company's reasonable control;

(**v**) the Company's failure to promptly re-perform within a reasonable
time Work or services that were rejected as defective or nonconforming.

(**vi**) the Company's discontinuance of the required performance for
reasons not beyond the Company's reasonable control;

(**vii**) any lien or encumbrance upon the ECMs by any subcontractor,
laborer, materialman or other creditor of the Company;

(**viii**) any change in ownership or control of the Company without the
prior approval of the PHA, which shall not be unreasonably withheld;

(**ix**) default under any other agreement the Company may presently
have or may enter into with the PHA during the term of this Agreement.
The Company acknowledges and agrees that in the event of a default under
this Agreement the PHA may also declare a default under any such other
agreements;

(**x**) any material misrepresentation, whether negligent or willful and
whether in the inducement or in the performance, made by the Company to
the PHA or a third party;

(**xii**) any failure by the Company to perform or comply with the terms
and conditions of this Agreement, including breach of any covenant
contained herein except that such failure, if corrected or cured within
thirty (30) days after notice to the Company demanding that such failure
to perform be cured, shall be deemed cured for purpose of this
Agreement.

###  11.4 Remedies upon Default by the Company. 

The occurrence of any Event of Default described in paragraph 11.3(viii)
or (xi) shall constitute an immediate default. The occurrence of any
Event of Default other than an Event of Default described in paragraph
11.3(viii) or (xi) which the Company has failed to cure within thirty
(30) calendar days after receipt of notice given in accordance with the
terms of this Agreement and specifying the Event of Default shall, at
the sole opinion of the PHA, permit the PHA to declare the Company in
default; provided, however, that if such Event of Default cannot
reasonably be cured within such thirty (30) day period, such Event of
Default shall not constitute a default if the Company begins to cure
such Event of Default within such thirty (30) day period and diligently
pursues the action necessary to cure such Event of Default so that the
Event of Default is cured as soon as reasonably possible. Whether to
declare the Company in default is within the sole discretion of the PHA
and neither that decision nor the factual basis for it is subject to
review or challenge under the Alternative Dispute Resolution provisions
of this Agreement. Notwithstanding any decision by the PHA to declare
the Company in default, the Company shall have the right to challenge
such determination and declaration in the
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Court of Claims. Written notification
of the Event of Default and any intention of the PHA to terminate this
Agreement, shall be provided to the Company and such decision shall be
final and effective upon the Company's receipt, as defined herein, of
such notice. Upon the giving of such notice as provided herein, the
Company must discontinue any services, unless otherwise directed in the
notice, and deliver all materials accumulated in the performance of this
Agreement, whether completed or in process, to the PHA. At such time the
PHA may invoke any or all of the following remedies:

(**a**) The right to take over and complete the Work, or any part
thereof, pursuant to the applicable provisions of paragraph 5.2 hereof;

(**b**) The right to immediately terminate this Agreement as to any or
all of the Work or other services yet to be performed by the Company;

(**c**) The right of specific performance, injunctive relief or any
other appropriate equitable remedy;

(**d**) The right to money damages;

(**e**) The right to withhold all or any part of the Company's
compensation hereunder, and

(**f**) The right to deem Company non-responsible in future contracts to
be awarded by the PHA.

If the PHA considers it to be in its best interests, it may elect not to
declare default or to terminate this Agreement. The parties acknowledge
that this provision is solely for the benefit of the PHA and that if the
PHA permits the Company to continue to perform the Work and other
services despite one or more Events of Default, the Company shall in no
way be relieved of any of its responsibilities, duties or obligations
under this Agreement nor shall the PHA waive or relinquish any of its
rights.

The remedies under the terms of this Agreement are not intended to be
exclusive of any other remedies provided, but each and every such remedy
shall be cumulative and shall be in addition to any other remedies,
existing now or hereafter, at law, in equity or by statute. No delay or
omission to exercise any right or power accruing upon any Event of
Default shall impair any such right or power nor shall it be construed
as a waiver of any Event of Default or acquiescence therein, and every
such right and power may be exercised from time to time and as often as
may be deemed expedient.

###  11.5 Right to Offset. 

Any excess costs incurred by the PHA in the event of termination of this
Agreement for default or otherwise resulting from the Company's
performance under this Agreement or in the event the PHA exercises any
of the remedies available to it under paragraph 11.4 hereof, and any
credits due to or overpayments made by the PHA may be offset by use of
any payment due for services completed before the termination for
default or before the exercise of any remedies. If such amount offset is
insufficient to cover such excess costs, the Company shall be liable for
and promptly remit to the PHA the balance upon written demand therefore.
This right to offset is in addition to and not a limitation of any other
remedies available to the PHA.

## ARTICLE 12: REPRESENTATIONS AND WARRANTIES. {#article-12-representations-and-warranties. .unnumbered}

###  12.1 ??? 

Each party warrants and represents to the other that:

(**a**) it has all requisite power, authority, licenses, permits, and
franchises, corporate or otherwise, to execute and deliver this
Agreement and perform its obligations hereunder;

(**b**) its execution, delivery, and performance of this Agreement have
been duly authorized by, or are in accordance with its organic
instruments, and this Agreement has been duly executed and delivered for
it by the signatories so authorized, and it constitutes its legal,
valid, and binding obligation;

(**c**) it's execution, delivery, and performance of this Agreement will
not result in a breach or violation of, or constitute a default under
any agreement, lease or instrument to which it is a party or by which it
or its properties may be bound or affected; and

(**d**) it has not received any notice, nor to the best of its knowledge
is there pending, or threatened, any notice of any violation of any
applicable laws, ordinances, regulations, rules, secrets, awards,
permits or orders which would materially and adversely affect its
ability to perform hereunder.

###  12.2 Representations and Warranties by the PHA. 

The PHA hereby warrants and represents to the Company that:

(**a**) it has provided and shall continue to provide throughout the
term of this Agreement (or cause its energy suppliers to furnish) to the
Company, upon its request, copies of all available records and data
concerning energy usage for the Premises including but not limited to
the following data for the most current thirty-six (36) month period;
utility records and rate schedules; occupancy information; descriptions
of any major changes in the structure or use of the buildings or
heating, cooling, lighting or other systems or energy requirements;
descriptions of all energy consuming or saving equipment used on the
Premises; descriptions of energy management procedures presently
utilized; and any prior energy analyses of the Premises. The PHA shall
make knowledgeable employees and agents available for consultations and
discussions with the Company concerning energy usage of the Premises.

(**b**) it has not entered into any leases, contracts or agreements with
other persons or entities regarding the leasing of energy efficiency
equipment or the provision of energy management services for the
Premises or with regard to servicing any of the energy related equipment
located in the Premises other than those identified in Schedule D.

###  12.3 Representations and Warranties by the Company. 

The Company represents and warrants the following to the PHA (in
addition to the other representations and warranties contained in the
Project Documents), as an inducement to the PHA to execute this
Agreement, which representations and warranties shall survive the
execution and delivery of this Agreement and the Final Completion of the
Work.

(**a**) that it is financially solvent, able to pay its debts as they
mature and possessed of sufficient working capital to compete the Work
and perform its obligations under this Agreement;

(**b**) that it and each of its employees, agents and subcontractors of
any tier are competent to perform its obligations under this Agreement;

(**c**) that it is able to furnish the plant, tools, materials,
supplies, equipment and labor required to complete the Work and perform
its obligations hereunder and has sufficient experience and competence
to do so;

(**d**) that it is authorized to do business in the Sate of
\_\_\_\_\_\_\_\_\_ and is properly licensed by all necessary
governmental and public and quasi-public authorities having jurisdiction
over it and over the Work and the Premises;

(**e**) that its execution of this Agreement and its performance thereof
is within its duly authorized powers; and

(**f**) that its duly authorized representative has visited the
Premises, familiarized itself with the local conditions under which the
Work is to be performed and correlated its observations with the
requirements of the Project Documents.

## ARTICLE 13: APPLICABLE LAWS {#article-13-applicable-laws .unnumbered}

###  13.1 Statutory and Regulatory Requirements. 

All applicable Federal and State laws and the codes, rules and
regulations of all authorities having jurisdiction over the performance
of the Project shall apply to this Agreement throughout its term and
they will be deemed to be included in this Agreement the same as though
written herein in full. This Energy Services Agreement shall be
interpreted under the laws of the State of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ and \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
court shall have exclusive jurisdiction over this Agreement.

###  13.2 Company's Failure to Comply with Statutory and Regulatory Requirements. 

The Company, and its subcontractors shall comply with all laws, rules
and regulations applicable to performance of the Work and the
maintenance, monitoring and training services to be performed pursuant
to paragraph 6.3. Except where expressly required by applicable laws and
regulations, the PHA shall not be responsible for monitoring the
Company's compliance with any laws or regulations. When the Company
observes conflicting regulatory requirements, it shall notify the PHA in
writing immediately. If the Company performs any of the Work or other
services required by this Agreement knowing or having reason to know
that the Work or such services are contrary to such laws, rules and
regulations, the Company shall pay all costs arising therefrom.

## ARTICLE 14: RECORDS {#article-14-records .unnumbered}

###  14.1 Records of Time and Expenses.

The Company shall maintain records of its time and costs pertaining to
the project. The Company shall also maintain records of its hourly
Direct Wage Expense (DWE) rates. Such records shall be kept in
accordance with generally accepted accounting standards and shall be
made available to the PHA through its authorized representative(s)
throughout the term of this Agreement and for a period of five (5) years
after final payment.

Hourly DWE rates shall be defined as the actual hourly wages paid to
employees exclusive of statutory and fringe benefits.

## ARTICLE 15: EXECUTION {#article-15-execution .unnumbered}

**IN WITNESS WHEREOF**, the parties have executed this Energy Savings
Agreement by their authorized signatures as of this \_\_\_\_ day of
\_\_\_\_\_\_\_\_\_, \_\_\_\_.

**Name of PHA: THE COMPANY**

(The PHA) (The Company)

**BY: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**TITLE: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ TITLE:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

##  {#section-23 .unnumbered}

# 

# SAMPLE GAS PURCHASE RFP {#sample-gas-purchase-rfp .unnumbered}

##   {#section-25 .unnumbered}

## Sample Housing Authority

## Request for Proposal 

## to Provide Natural Gas Supplies

### Introduction

The Sample Housing Authority (SHA) is requesting proposals to provide
natural gas to its facilities. These facilities are in the jurisdiction
of three local distribution companies and account for a total annual
consumption of dekatherms. SHA is contemplating selecting a non-utility
supplier(s) to provide gas energy to these facilities. Upon evaluation
of the proposer's Bid Package, SHA will select finalists to visit its
offices for interviews which will assist in evaluating suppliers.

As with all public agencies, bidders must provide a variety of
certifications and verifications regarding non-collusion,
non-segregation of facilities, bonding, equal opportunity employment,
minority and open ownership as well as a host of other issues. **All
potential bidders should be aware that the initial bidding will attempt
to eliminate as many of these items as possible**. However, all
finalists will be required to provide this necessary information within
five (5) working days of their selection. *If this information is not
supplied within this time-frame that bidder will have to be
disqualified.*

Under this solicitation, SHA will not simply evaluate and award the bid
to the offeror with the lowest price. A contract will be awarded to the
supplier(s) whose proposal represents the "best cost" to SHA. Suppliers
must be able to offer services and reliability as well as the
competitive price.

### Contents of Request for Proposal

1.  Description of Volumes & LDC Jurisdictions

2.  Time Frame & Deadline

3.  Description of Experience in the Region

4.  References

5.  Description of Firm Supply and Reliability Strategy

6.  Mitigation of Demand Charges

7.  Pricing Strategies

8.  Supply Management

9.  Bids

10. Evaluation Process

11. Notification

#### 1. Description of Volumes & LDC Jurisdictions

**[Consumption]{.underline}**

The facilities eligible for direct natural gas purchases consist of
separate accounts in 1995. During that calendar year a total of
dekatherms was consumed. The monthly usage patterns for these accounts
are detailed in Attachment A. Currently, the following local
distribution companies: provide gas delivery services to these
facilities. In 1995, the breakdown of service to for the total number of
accounts to be supplied are as follows:

**Company \# of Accounts Volume (Dth) Vol./Acct.**

**TOTAL**

Since these accounts represent household consumption, there are
significant swings in monthly usage throughout the year. According to
the attached 1995 data the average daily usage for and (the low and high
usage months) in dekatherms are as follows:

**Company Ave. Daily Consumption Ave. Daily Consumption**

**TOTAL**

**[Current Costs]{.underline}**

Currently, sales service that is available to these facilities
represents 100% of all the gas service being utilized. Commodity rates
that are currently being charged to these facilities,

including State taxes, range from per Mcf.

The LDC transportation rates available for these facilities vary by
jurisdiction. Generally, the rates contain meter and demand charges that
are a constant cost through the year regardless of consumption. The
transportation rates and tariff that would be applicable for each
jurisdiction are in Attachment B.

The bidder will be asked to provide service to the city gates. However,
the bidder should be cognizant of the ultimate end use prices in order
to fully evaluate the benefits to SHA.

#### 2. Time Frame and Deadline

Request for proposals have been posted and distributed to the gas
industry during the first two weeks of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. During this time, interested
parties can call the SHA regarding questions or guidance in completing
the bid. The preparation and bid package will be due
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. It is contemplated the review of the
initial bids will be completed by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. During the remainder of the
month finalists will be invited to SHA for interviews and clarification
of any questions. At that time, bidders will be required to complete the
necessary certifications and verifications associated with contracting
with a public agency. It is contemplated that SHA will announce the
winning bidder or bidders by \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. Upon
the announcement of the winning bid or bidders it is anticipated that a
gas supply agreement will be reviewed and signed by both parties by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. Deliveries of natural gas are to
commence \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

#### 3. Description and Experience in the Region

SHA is interested to know the direct experience the bidder has in the
Area,

and the region. Included in this report inquiry should be the type of
customers that have been served in these areas, the operational
constraints experienced in these areas and the extent of previous
relationships with the applicable local utilities. (Please complete Form
1).

#### 4. References

The bidder can submit as many references as it deems appropriate. SHA is
primarily interested in reviewing and contacting references who have had
direct experience with the bidder in the following areas: (Please
complete Form 1).

-   Operational integrity of the firm (i.e. pipeline or LDC contracts)

-   Government or public agency experience

-   Ability to serve and administer to commercial/multi-metered accounts

-   Performance reliability

#### 5. Description of Winter Supply and Reliability Strategy

The facilities being served are public housing units that have no
alternate fuel capability. SHA is interested in understanding potential
strategies the bidders are considering that would ensure a secure supply
of gas to these facilities. Please feel free to discuss the portfolio of
resources that are at your disposal. This description can address the
use of firm transportation, storage, virtual storage and released
capacity. (Please complete Form 2).

#### 6. Mitigation of Demand Charges (If Applicable)

If the bidder's supply strategy will result in demand changes or fixed
costs that will have to be passed through during non-peak periods, SHA
is interested in a strategy that will mitigate those costs. Of
particular interest is the ability of the supplier to incorporate these
costs into other customer loads and to estimate what percent of these
costs can be defrayed. The supplier may want to discuss these
enhancements on a best efforts basis or as a discount to its price
submission. (Please see Form 3).

#### 7. Pricing Strategies

SHA is interested in a price of natural gas that will provide it with a
level of commodity price and budget certainty. SHA realizes that fixed
price bids at the city gate are dependent on several factors including
the commodity price of gas in various supply basins and the change in
the location differential between the city gate and the relevant supply
hubs. Due to these market dynamics, SHA is interested in reviewing bids
for several price scenarios that will provide it with any array of
options. SHA is interested in taking advantage of favorable market
conditions and will be evaluating pricing options that require knowledge
and ability in commodity price management.

As stated earlier the supplier will be required to deliver natural gas
supplies to the city gate and all prices should be quoted at that
receipt point in \$ per MCF. SHA is interested in a pricing strategy and
quotes for the following options (Please complete Form 4).

-   Fixed price of natural gas February I, 1997 to January 31, 1998.

-   Floating price (index) of natural gas February 1, 1997 to January
    31, 1998 with an embedded call or ceiling. (It is expected that the
    option pricing should only apply to the commodity portion of the
    price and not the transportation segment. SHA does not want to
    purchase a basis option).

-   New York Mercantile Exchange (NYMES) plus differential February 1,
    1997 to January 31, 1998 (SHA would like to retain the right to lock
    in the commodity price at its discretion).

#### 8. Supply Management

It will be the supplier's responsibility to nominate and cause the
delivery of supplies to the applicable city gate. Any penalties created
by the supplier shall be the responsibilities of the supplier. The costs
of providing these services should be included in the price offerings
outlined in the above section. (Please complete Form 5).

#### 9. Bids

All bids shall be received by \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ at
\_\_\_\_\_\_\_ Standard Time, in the designated envelopes. SHA retains
the right to reject all bids at its discretion.

#### 10. Evaluation Process

All bids received by the above stated deadline will be evaluated. Those
received after the deadline will be returned. Upon evaluation of bids a
group of finalists will be chosen and interviewed. These finalists will
also be required to complete the necessary verifications and
certifications required for doing business with a public agency.

**[Evaluation of Criteria]{.underline}**

***Description of Experience in the Region*** - Experience in
[\_\_]{.underline} and

specifically and in the region in general, is important. Suppliers with
a long standing and consistent presence in these geographic areas are
desired. In addition, SHA will also look at the nature of the supplier's
retail operation. The supplier should have a strong commitment to
serving smaller end users and multi-account sectors (i.e. commercial
users, offices, apartment building). A supplier primarily focused on
wholesale operations (i.e. trading, sales to aggregators) is less
preferable.

The supplier's operational experience in this area is also important.
Suppliers should describe methods to prevent any operational pitfalls
they have experienced and could expect in serving facilities in the
applicable LDC jurisdictions.

***References*** - Those references that indicate a high degree of
confidence in the supplier will be most highly regarded. In addition,
references should be able to detail specific strengths of the supplier.

***Description of Winter Supply and Reliability Strategy*** - The review
of this criteria will be viewed as a way to review supply security as
well as a method to justify cost. Among the areas being evaluated is the
portfolio of upstream capacity the supplier intends to employ in serving
the facilities. Of particular interest in this evaluation is the type of
upstream capacity that is under direct control of the supplier.

***Mitigation of Demand Charges*** - Strategies to mitigate fixed
upstream charges should be separately itemized. Suppliers will receive
the highest consideration for any amount of fixed costs that are to be
credited directly. In lieu of crediting an amount, the supplier can
define a methodology and formula that would apply to defraying these
costs. Any methodology of formula offered will be evaluated in terms of
the most probable benefits to SHA.

***Pricing Strategies*** - This criteria is crucial and will be heavily
considered. The SHA may decide to use more than one of the pricing
options requested. The price quotes will be evaluated in terms of
relation to the other quotes submitted as well as the current level of
the futures market.

As is the practice with most pricing bids and estimates in the natural
gas industry, it is expected that price quotes for commodity pricing
will be based off prices available on the New York Mercantile Exchange.

***Supply Management*** - the key factors in evaluating this capability
will be the commitment the company has made to human resources and
technology in this area. In addition, SHA wants to be sure the supplier
has knowledge of the key LDC personnel in this area.

Those companies submitting bids will be rated on their price quotes,
past experience and their operational capability. Offerors are required
to discuss their experience in transporting, operating and supply
management on the applicable forms below. However, they are not limited
to the space provided. These non-price factors will be evaluated on a
company by company basis and those companies with comparable
capabilities will then be evaluated by their price quotes. SHA will then
evaluate the price quotes for each pricing option and will decide which
buying strategy and price quote will provide the best value.

#### 11. Notification

All finalists will be notified in writing and by phone for personal
interviews. Selected supplier(s) will enter into contractual agreement
soon after notification.

**Description and Experience in the Region Form 1**

Please submit information for end user contracts in the region that
would indicate if the offeror's level of expertise meets the
requirements of this RFP. (Not to exceed two years since completion)

Organization Contact Quantity LDC Firm Y/N Supply Manager Y/N Period

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**References**

Please Include references that can address the qualifications specified
below:

**Company Contact/Position Phone \#**

**1. Operational Integrity**

**2. Government Experience**

**3. Ability to Administer**

**4. Performance Reliability**

**Winter Supply and Reliability Form 2**

Do you have firm transportation agreements to needed LDC primary receipt
points? If so, please identify the agreement, volume and term.

**Gas Company:**

Pipeline #1

Pipeline #2

Pipeline #3

**Gas Company:**

Pipeline #1

Pipeline #2

Pipeline #3

**Gas Company:**

Pipeline #1

Pipeline #2

Pipeline #3

Do you plan to acquire additional capacity for these facilities? If
current capacity is insufficient, how will you acquire additional
capacity?

Do you ship or have you shipped released capacity in your name on the
relevant pipelines? If not, are you pre-approved to do so? Identify the
pipeline, volume, term and recall conditions.

Pipeline #1

Pipeline #2

Pipeline #3

Pipeline #4

Additional comments regarding supply strategy:

**Mitigation of Demand Charges Form 3**

The supplier may use the following worksheet to illustrate the portion
of the rate retained during capacity release or devise their own. As an
example the following is provided:

Maximum Daily Quantity 3000 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Rate per Dkh \$ 9 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Total Monthly Demand Charges \$27,000 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\% of Unused Capacity 60 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Released Monthly Demand Charges \$16,200 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\% of Released Charges Marketed 50 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Released Charges Marketed \$ 8,100 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Contractor Share \$ 4,050 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

SHA Share \$ 4,050 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Describe or discuss strategy to mitigate demand charges and share
revenues:

**Pricing Strategies Form 4**

Please provide prices (\$ per Mcf) for natural gas supplies delivered to
the applicable city gate for the following price options during the term
of to .

**Fixed Price:**

Gas Co. #1 \_\_\_\_\_\_\_\_\_\_\_

Gas Co. #2 \_\_\_\_\_\_\_\_\_\_\_

Gas Co. #3 \_\_\_\_\_\_\_\_\_\_\_

Percentage of produced gas in delivered price \_\_\_\_%

**Floating price (index) with an embedded ceiling**:

Company Index At-the-Money Premium Transport Max. City

Strike Price Cost Gate Price

Ex. Gas Daily/So.La 2.10 .12 .60 2.82

Co. #1

Co. #2

Co. #3

Percentage of produced gas in delivered price \_\_\_\_\_%

NYMES plus differential

Co. #1 NYMES Plus \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Co. #2 NYMES Plus \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Co. #3 NYMES Plus \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Percentage of produced gas in delivered price \_\_\_\_\_\_\_%

**Supply Management Form 5**

Discuss your nominations, balancing and supply management capabilities.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Are you currently providing these capabilities behind any of the
pipelines and LDC's relevant in this RFP? Please explain.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Do you have access to applicable pipeline and/or LDC electronic bulletin
boards? Please explain.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Identify the company personnel that would be responsible for supply
management, the amount of experience such personnel have in supply
management and the anticipated time per month such personnel would
devote.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Identify methods to monitor and forecast daily consumption, balance end
user's accounts and adjust nominations to keep end-users in balance with
the LDC or pipeline (i.e. computer software, specialized processes)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Additional supply management comments/details.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# 

# PRISM {#prism .unnumbered}

When evaluating the output generated by PRISM, there are several
statistical measures that should be examined to determine if the results
are an accurate representation of the building's energy use. These
include coefficient of variation and the r^2^.

### Standard Error

***The standard error*** of a modeling run is a measure of the
reliability of the data it generates. The larger the standard error, the
less reliable are the results. Given a point estimate of a building's
energy use, one can infer with a 67 percent level of confidence that the
true energy use of the building is within one standard error of the
estimate. One can infer with a 95 percent level of confidence that the
true energy use is within two standard errors of the point estimate of
the building's energy use. Therefore with a smaller standard error, the
confidence range for a point estimate is tighter.

### Coefficient of Variation

The *coefficient of variation* is the relative standard error - the
error as a percentage of the total NAC.

### r2

The r^2^ of a computer run describes the \"goodness of fit\" of the
data. An r2 of 1 means that all of the variation in the data has been
accounted for by PRISM, and therefore is due to outdoor temperature. No
other variables, such as inaccurate data or changes in occupant use, are
acting on fuel use.

Data with a coefficient of variation of less than about 6% and an r2
greater than 0.7 is acceptable.

#  

# case study {#case-study .unnumbered}

### Case study {#case-study-1 .unnumbered}

The Crescent Court Apartments is a 124-unit development in Brockton,
Massachusetts, owned and managed by the Brockton Housing Authority. The
complex consists of 13 one- and two-story apartment buildings and a
one-story community center. The apartments were first occupied in 1968.

In 1986, the Brockton housing authority received a \$220,000 loan from
the Massachusetts Weatherization Assistance Program to fund a major
conservation retrofit of the apartments. The Citizen's Conservation
Corporation (CCC) arranged the funding from MWAP at an interest rate of
five per cent. The loan initially had a seven year term, but that was
later extended to seven years.

Energy and water savings from the improvements would be used to repay
the loan.

CCC arranged a waver of PFS regulations from HUD to use performance
contracting to complete the project, the first of its kind in U.S.
public housing. The CCC plan called for the replacement of the existing
manually controlled gas-fired boilers and conventional gas-fired,
domestic hot water heaters with new, high-efficiency systems, a new
control system and new thermostats. Insulation would also be added in
the attic and crawlspace walls, and air leaks were to be sealed. CCC's
energy audit was completed in January, 1986, and construction was
completed by the end of the year. The projected savings for the project
were 35%; while the actual savings from 1986 through 1992 were 31.4%.

# 

***SAMPLE ENERGY ANALYSIS***

***REPORT AGREEMENT***

This Agreement is entered into on this \_\_\_\_\_\_ day of
\_\_\_\_\_\_\_\_\_, 19\_\_, by and between Public Housing Authority
hereafter referred to as PHA and Energy Service ESCO hereafter referred
to as ESCO.

**WHEREAS**, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ submitted a response
to the RFP and participated in a competitive evaluation procedure
designed to select an energy service ESCO qualified to prepare an energy
analysis report.

**WHEREAS**, a comprehensive energy analysis must be performed at the
PHA in order to determine the feasibility of entering into an energy
services agreement to provide for the installation and implementation of
energy conserving measures at the PHA.

**THEREFORE**: the Parties agree as follows:

**ARTICLE 1: SCOPE OF ENGINEERING ANALYSIS**

The ESCO will perform the analysis and prepare a detailed engineering
report (the "Report") which specifically identifies the energy
improvements and operational changes which are recommended to be
installed or implemented at the PHA. The Report shall contain detailed
projections of energy and cost savings to be obtained by the PHA as a
result of the installation of the recommended energy conservation
measures and should itemize all anticipated project costs. The Report
shall describe the ESCO's plan for installing or implementing the
measures at the PHA. the primary purpose of the Report is to provide an
engineering basis for negotiating an energy services agreement between
the PHA and the ESCO.

The ESCO will perform the following tasks in performing the analysis and
preparing the Report:

**A. [Energy Usage and Facility Data]{.underline}**

> ESCO shall thoroughly evaluate utility and fuel cost and consumption
> data in order to properly evaluate the economics of specific measures
> and to formulate an accurate energy/demand baseline.

**B. [Inventory Existing Systems and Equipment]{.underline}**

> ESCO shall compile an inventory based on a physical inspection of the
> major electrical and mechanical systems at the PHA including:
>
> Cooling systems and related equipment
>
> Heating and heat distribution systems
>
> Automatic temperature control systems and equipment
>
> Air distribution systems and equipment
>
> Outdoor ventilation systems and equipment
>
> Exhaust systems and equipment
>
> Hot water systems
>
> Electric motors, transmission and drive systems
>
> Interior and exterior lighting

The inventory shall contain the following data:

> \(i\) the actual loads, proper sizing operating efficiency, and hours
> of operation for each system;

\(ii\) current operating condition for each system;

\(iii\) remaining useful life of each system (exclusive of pre-mature
equipment failure);

\(iv\) an evaluation of feasible replacement systems.

> The ESCO shall conduct interviews with PHA operation and maintenance
> staff regarding the PHA's mechanical systems operation, occupancy
> patterns and problems with comfort levels or equipment reliability as
> defined and identified by the PHA operation and maintenance staff. It
> is expected of the PHA that all systems such as those listed in
> Article 1(B) above shall be fully disclosed to the ESCO.

**C.** **[Develop a Comprehensive List of Potential Energy Conservation
Measures (ECMs)]{.underline}**

The ESCO shall:

> \(i\) identify potential ECMs for installation or implementation at
> the facility;\*
>
> \(ii\) estimate the cost, savings and life expectancy of each proposed
> ECM;
>
> \(iii\) specify PHA operations and maintenance procedures which will
> be affected by the installation/implementation of the proposed ECMs

\*At a minimum the ECMs listed on pages \_\_\_ of the RFQ must be
analyzed.

**D.** **[Select Final Recommended ECMs]{.underline}**

ESCO shall, in consultation with the PHA, recommend specific ECMs for
installation and implementation at the PHA.

**E. [Estimates of Project Cost]{.underline}**

The ESCO shall:

> Provide detailed estimates of all costs and energy savings associated
> with the project including:

-   engineering/design costs

-   contractor/vendor estimates for ECMs (labor, materials, equipment)

-   construction management

-   maintenance/monitoring services

-   commissioning

-   training

-   estimated financing costs

-   estimated ESCO monitoring services

> The Report shall be completed within ninety (90) days of the date of
> execution of this Agreement.

**ARTICLE 2: ENERGY SERVICES AGREEMENT**

The Parties anticipate that they will execute an Energy Services
Agreement (ESA) under which the ESCO shall design, install and implement
energy conservation measures which the Parties have agreed to and
provide certain maintenance and monitoring services. However, nothing in
this Agreement should be construed as an obligation on any of the
Parties to execute such an ESA. The terms and provisions of such an ESA
shall be set forth in a separate agreement.

**ARTICLE 3: PAYMENT**

The cost of the Energy Audit shall be \$17,500. Payment to ESCO for
services performed in connection with the analysis and preparation of
the Report shall be made by the PHA only in accordance with the
provisions of Article 4 herein.

**ARTICLE 4: TERMINATION**

**A. [By ESCO]{.underline}**

> ESCO shall terminate this Agreement prior to the completion of the
> analysis report if it determines that even though it can guarantee an
> annual \_\_\_\_\_\_\_\_\_\_\_\_\_ percent (\_\_\_%) savings in energy
> costs, that amount plus \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
> (\$\_\_\_\_\_) per year would be insufficient to cover the costs
> associated with installing energy conservation measures and related
> maintenance and monitoring services.
>
> In the event ESCO terminates the Agreement pursuant to Section 4(A),
> the PHA will not be liable for any expenses incurred by ESCO in
> performing the analysis required under this Agreement and ESCO agrees
> to provide the PHA with any preliminary notes, reports or analysis
> which have been produced or prepared prior to the effective date of
> the termination.
>
> Termination under this section shall be effective upon the PHA's
> receipt of written notification from the ESCO stating the reason for
> the termination.

**B. [By Housing Authority:]{.underline}**

> \(i\) If prior to the completion of the engineering analysis, the PHA
> notifies the ESCO, in writing, that it has elected to terminate the
> Agreement and not enter into an ESA, the PHA shall pay ESCO a partial
> audit fee of \_\_\_\_\_\_\_\_\_\_\_\_ (\$\_\_\_\_\_) as per the price
> quoted in the ESCO's Response to the PHA's RFP for same.
>
> ESCO agrees to provide the PHA with any notes, reports, and analyses
> which have been produced or prepared prior to the effective date of
> the termination

Termination under this subsection B(i) shall be effective upon ESCO's
receipt of written notification from the PHA.

> \(ii\) After the completion of the engineering analysis, if the PHA
> does not enter into an ESA with the ESCO within one hundred eight
> (180) days after receipt and written acceptance of the Report, the PHA
> agrees to pay the ESCO an amount not to exceed
> \_\_\_\_\_\_\_\_\_\_\_\_\_ (\$\_\_\_\_\_\_\_\_\_) for the Report. The
> Report must contain all of the items listed in Article I. The Report
> will become the property of the PHA and entitle the PHA to utilize the
> Report for its benefit.

**ARTICLE 5: PAYMENT TERMS AND CONDITIONS**

It is clearly understood by both parties hereto that if the Parties
successfully negotiate and execute an Energy Services Agreement to
implement the recommendations made the by ESCO in its Report, no
payments shall be due for the analysis or report under the terms of this
Agreement. The amount of money due to the ESCo under the terms of this
Agreement shall be included in the financing under the Energy Services
Agreement, and shall be paid to the ESCo when that financing has been
secured by the ESCo for the PHA. This Agreement shall automatically
terminate upon the execution of an ESA by ESCO and the PHA.

**ARTICLE 6: STANDARD TERMS AND CONDITIONS**

**Section 1: [Agreement Term]{.underline}**

The Agreement shall commence on the date the Agreement is executed by
the PHA and end ninety (90) days thereafter, unless earlier terminated
pursuant to the provisions of Article 4 hereof. In the event that the
PHA has not already supplied the ESCO's requested utility data by the
date of the execution of this Agreement, the term shall be extended to
end ninety (90) days after the date that all utility data as requested
by the ESCO has been supplied to the ESCO by the PHA.

**Section 2. [Materials Equipment and Supplies]{.underline}**

The ESCO shall provide or cause to be provided all facilities,
materials, equipment and supplies necessary to perform the Analysis and
prepare the Report.

**Section 3. [Subcontractor Disclosure]{.underline}**

All subcontractors expected to perform work pursuant to this Agreement
and to be paid with funds provided hereunder, who has been selected by
ESCO as of the execution date hereof, have been disclosed, including the
name, address and anticipated amount of payment to each subcontractor.
If, during the term of this Agreement, the ESCO retains subcontractors
to be paid with funds provided by this Agreement who were not disclosed,
the ESCO shall so notify the PHA and the Parties shall file an amendment
to this Agreement stating the names and addresses of the anticipated
amount of payment to each subcontractor.

**Section 4. [Patent and Copyright Responsibility]{.underline}**

The ESCO agrees that any material or design specified by the ESCO or
supplied by the ESCO pursuant to this Agreement shall not knowingly
infringe any patent or copyright and ESCO shall be solely responsible
for securing any necessary licenses required for patented or copyrighted
material utilized by the ESCO in the performance of the Analysis and
preparation of the Report.

**Section 5. [Records Retention, Audit]{.underline}**

The ESCO shall retain, for a minimum of five (5) years after the
completion of the Agreement, adequate books, records, and supporting
documents to verify the amount, receipts, and uses of all disbursements
of funds passing in conjunction with the Agreement. The Agreement shall
be available for review and audit by the PHA and the ESCO agrees to
cooperate fully with any audit conducted and to provide full access to
all relevant materials. Failure to maintain the books, records, and
supporting documents required by this Section shall establish a
presumption in favor of the PHA for the recovery of any funds paid by
the PHA under the Agreement for which adequate books, records, and
supporting documents are not available to support their purported
disbursement.

**Section 6. [Release and Indemnity]{.underline}**

The ESCO agrees to assume all risk of loss and to indemnify and hold the
PHA, its officers, agents and employees harmless from and against any
and all liabilities, demands, claims, suits, losses, damages, causes of
action, fines or judgments, including costs, attorneys' and witnesses'
fees, and expenses incident thereto, for injuries to persons (including
death) and for loss of, damage to, or destruction of property (including
property of the PHA) because of ESCO's negligent or intentional acts or
omissions. In the event that any demand or claim is made or suit is
commenced against the PHA the PHA shall give prompt written notice
thereof to ESCO and ESCO shall have the right to compromise or defend
the same to the extent of its own interest. ESCO also agrees to
indemnify and hold the PHA harmless should any goods or services
provided by ESCO infringe upon the patent, copyright or trade secret of
another.

**Section 8. [Waivers]{.underline}**

No right of either party, hereto shall be deemed to have been waived by
non-exercise thereof, or otherwise, unless such waiver is reduced to
writing and executed by the party entitled to exercise such right.

**Section 9. [Assignment]{.underline}**

This Agreement may not be assigned by the ESCO without the proper
written consent of the PHA.

**Section 10. [Amendments]{.underline}**

This Agreement and Attachments referenced herein constitute the entire
Agreement between the Parties. No amendment hereof shall be effective
until and unless reduced to writing and executed by the Parties.

**Section 11. [Governing Law]{.underline}**

This Agreement shall be governed by and construed only in accordance
with the laws of the State of Michigan. Any dispute relating to this
Agreement shall be adjudicated in the Michigan Court of Claims.

**ARTICLE 6: EXECUTION**

**IN WITNESS WHEREOF**, the parties have executed this Agreement, this
\_\_\_\_\_ day of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 19\_\_\_.

PHA (name)

By \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ESCO (name)

By \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# 

***Oral Interview Questions***

***for Short-Listed ESCOs***

### 

### Experience

1.  Describe your firm's experience in providing financing or in
    developing financing mechanisms for performance contracting in
    housing authorities.

2.  Can you provide examples based on actual work completed of the
    comparison of your firm's predicted savings and the actual savings
    resulting from the work with PHAs or projects most similar to what
    you anticipate will be done for Housing Authority?

3.  With regards to the project references for performance contracting
    in public housing provided in your proposal:

    a.  How many (and which) have completed work and are in the
        performance period?

    b.  How many (and which) are under construction?

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    A.  How many (and which) have completed audits and are now in the
        contract negotiation phase or are "on hold"?

        1.  How long have they been in negotiation or "on hold"?

        2.  If for a period exceeding two months, why are they still in
            negotiation or "on hold"?

### Energy Audit

I.  What fuel information will be needed from Housing Authority to
    provide sufficient information to your organization so that it can
    determine an accurate baseline?

II. Please describe the deliverables you provide when performing an
    energy audit such as one for which the price was quoted in your
    proposal.

III. Please describe any specific problems with energy, comfort,
     operational or safety conditions that were noted during your
     inspection of the properties.

IV. Please describe your methodology for calculating the projected
    savings at the completion of the audit.

### HUD Regulations

I.  Which of the two available methods under HUD regulations for
    satisfying the debt service would you anticipate using for the
    Housing Authority projects?

### Financing and Project Economics

I.  How will this project be financed? Please describe in detail the
    mechanics of the financing arrangement including projected interest
    rate, financing term, equipment ownership, the
    responsibilities/liabilities of each party, and any special terms
    and conditions that may be associated with the financing of this
    project.

II. What specific cost components and services will be financed over the
    term of the contract? Are there any costs which will not be
    financed?

III. Exactly what services will your firm be paid for over the contract
     term? How will your firm be paid for these services? If this
     project is financed by a third party, how will that party be paid?

IV. Please estimate the total financed cost of this project.

V.  Please estimate the range of available energy and demand savings and
    please explain the basis for your estimate.

VI. Please estimate the range of gross annual utility cost savings and
    the basis for your estimates.

VII. Can you provide us with a sample financial arrangement provided to
     a similar facility including:

     A.  Interest rates

     B.  Shared savings percentages for each party to the agreement

     C.  Any additional fees or fee types aside from the audit and
         implementation costs

     D.  Any fees added to the project after contract negotiation

### Energy Services Agreement

I.  What is a typical time frame for your firm's negotiation of
    performance contract?

II. Please explain the impact of the performance and payment bonding
    requirements on the economics of this project.

III. How are disputes over contract performance to be handled?

IV. Please describe any terms for the buyout or early termination of the
    contract.

V.  Please describe how your firm will purchase the equipment to be
    installed for this project.

VI. What Operations and Maintenance (O&M) services will your firm
    provide and for how long? Who will be responsible for maintaining
    new equipment?

VII. What role, if any, will your firm play in the O&M of existing
     energy consuming equipment?

VIII. How will your firm's O&M procedures be specified in the contract?
      To what extent will you use existing facility personnel?

IX. Is it typical for your firm to provide software or hardware upgrades
    on computerized energy management systems? When new control upgrades
    are available for equipment, are they automatically installed by
    your firm, or is there an additional cost?

X.  How does your contract accommodate the HA's control over building
    conditions and changes in occupancy or operations? What constitutes
    a "material change" and how will changes in the properties be
    accommodated in the contract?

XI. Can you provide us with a sample contract negotiated for a similar
    facility.

XII. Can you provide us, along with the above, with sample contractual
     clauses describing how to accommodate building use or occupancy
     changes in a similar facility.

XIII. Can you provide us with a sample of educational materials and
      curricula used during a project with a similar facility.

XIV. What happens if any equipment installed by your firm fails to
     operate properly? Who is responsible for repairs or replacement?
     What constitutes a failure?

### Project Implementation and Management Structure

I.  Will your firm and how will your firm be represented on site during
    the implementation phase?

    A.  Full time site representative

    B.  Part time site representative

    C.  Periodic visits from project manager

    D.  No site representation planned until project is complete

II. Do you have a local partner named in your proposal?

    A.  What is your experience in working with this firm?

    B.  Have they worked with you on any of the projects listed as
        references in your proposal?

    C.  Do you envision your working relationship as a team or
        subcontractor relationship.

    D.  Have you also provided this firm's qualifications regarding
        whatever portion of the work that it would be performing?

    E.  What portion of the work will be performed by this firm?

    F.  Will this firm be responsible for any portion of the savings
        guarantee?

    G.  Have you noted in your proposal any key positions to be filled
        by this firm's personnel and, if so, that person's
        qualifications for the position?

III. Discuss any familiarity you might have with \_\_\_\_\_\_\_\_\_\_
     city codes and licensing standards.

IV. Please describe the benefits of the services you provide that are in
    addition to design and construction.

V.  Please discuss your firm's approach to the management of this
    project and how you plan to ensure HA's satisfaction with your
    performance throughout project implementation and for the duration
    of the contract.

VI. Please describe how your firm will involve facility personnel
    throughout the various phases of this project.

VII. Please elaborate on what type of technical training is anticipated
     to be provided by your firm and to whom will this training be
     given. Will any training be provided beyond the first year of the
     contract and, if so, is there any additional charge? Please
     elaborate on your resident training program.

VIII. Will your firm provide instruction for HA's financial managers on
      your company's billing procedures and back-up documentation?

IX. Based upon your experience in working with public housing clients,
    please identify any major administrative obstacles that prevent or
    delay expeditious project implementation.

X.  Following the energy audit, what criteria will be used to determine
    what modifications are recommended? How do you determine what brands
    of equipment are to be installed?

XI. Does your firm provide 24-hour emergency response service? Will your
    firm provide on-site response or will you subcontract that function?

XII. Please explain how your firm will commission this project to ensure
     the energy savings performance as specified in the design and
     engineering of the systems.

XIII. How long do you estimate it will take to complete the construction
      phase of this project?

XIV. Please describe the anticipated structure of your contracts with
     subcontractors on this project.

XV. Please describe the impact poor workmanship by subcontractors will
    have on the performance guarantee.

### Monitoring and Verification

I.  Please describe how you propose to monitor and verify project
    performance for the duration of the contract. Will any metered
    measurements be used to track performance? How will utility meter
    readings be incorporated into your monitoring program and how will
    those actual readings be reconciled against any facility data (e.g.
    operating schedules, changes in equipment, etc.) you collect that
    may have an effect on energy savings?

II. Based on your experience, what are the most common variables that
    tend to degrade energy savings over time? How quickly does your
    monitoring and/or maintenance program identify savings degradation
    and what provisions are typically made to restore optimum
    conditions?

III. Please explain the effect of normal equipment wear, human
     intervention, occupancy changes, and other factors in the energy
     savings performance over time.