23-028 Attachment A Sample Agreement RFQ.pdf

ODOE #23-028

STATE OF OREGON

PREQUALIFIED LIST AGREEMENT FOR ENERGY AUDITING SERVICES

This “Prequalified List Agreement for Energy Auditing Services” (the “Agreement”) is between the State of Oregon, acting by and through its Department of Energy, hereafter called “ODOE” and ________________[insert name of firm], hereafter called “Consultant”, each a “Party” and, together, the “Parties”.

A. AUTHORITY

This Agreement is authorized by ORS 469.030(2)(e)(j) and OAR 330-130-0100

B. PURPOSE

The purpose of this Agreement is to ensure that energy auditing firms qualified under ODOE Request for Qualifications (RFQ) # 23-2028 maintain the qualifications needed to provide high-quality auditing services for schools. This Agreement also sets forth the process that school districts (individually, a “Contracting Agency,” collectively, the “Contracting Agencies”) will use to obtain energy auditing services from Consultant as described in this Agreement. Contracting Agencies that plan to seek reimbursement of funds through the Public Purpose Charge (SB 1149) Schools Program (the “Program”) must hire a Consultant from ODOE’s prequalified list. Contracting Agencies who are not seeking Program funds may use ODOE’s prequalified list for convenience.

To encourage a competitive contracting process, Contracting Agencies should solicit energy auditing services from a sample of Consultants from ODOE’s prequalified list. This can be done through a Request for Proposals or other competitive process. Nothing in this Agreement precludes a Contracting Agency from complying with its procurement and contracting laws or rules.

This Agreement does not guarantee that any contracts will be awarded to Consultant by Contracting Agencies.

C. EFFECTIVE DATE AND DURATION

This Agreement shall become effective on the date this Agreement is signed by the Parties and all required state of Oregon approvals have been obtained (the “Effective Date”). No services shall be performed prior to the Effective Date. Unless otherwise terminated or extended, this Agreement shall expire October 31, 2025.

At Consultant’s request and ODOE’s discretion, this Agreement may be renewed for up to a three-year period without a full re-application.

D. AUTHORIZED REPRESENTATIVES

ODOE’s Authorized Representative is:

[insert name] [address 1] [address 2] [city, state zip] [phone] – Office [email address]

Consultant’s Authorized Representative is:

[insert name] [address 1] [address 2] [city, state zip]

[phone] – Office [email address]

A Party may designate a new Authorized Representative by written notice to the other Party.

E. AGREEMENT DOCUMENTS

This Agreement consists of this document and the following, which are incorporated into this Agreement:

EXHIBIT A: Standard Terms & Conditions EXHIBIT B: Scope of Services EXHIBIT C: Qualifications and Fee Schedule EXHIBIT D: Scope of Work Approval Form Request for Qualifications (RFQ) #23-028 Consultant’s Proposal

In the event of a conflict between two or more of the documents comprising this Agreement, the language in the document with the highest precedence shall control. The precedence of each of the documents comprising this Agreement is as follows, listed from highest precedence to lowest precedence: this Agreement without exhibits, Exhibit A, Exhibit B, Exhibit D, Exhibit C, the Request for Qualifications (RFQ), Consultant’s Submission.

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES ON THE SUBJECT MATTERS ADDRESSED HEREIN. THE TERMS OF THIS AGREEMENT CANNOT BE WAIVED, ALTERED, MODIFIED, SUPPLEMENTED OR AMENDED, IN ANY MANNER WHATSOEVER, EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE PARTIES AND CONTAINING ALL REQUIRED STATE OF OREGON APPROVALS. ANY SUCH WAIVER, ALTERATION, MODIFICATION, SUPPLEMENTATION OR AMENDMENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, REGARDING THIS AGREEMENT EXCEPT AS CONTAINED, INCORPORATED OR REFERENCED HEREIN. CONSULTANT, BY THE SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS THIS AGREEMENT, AND AGREES TO BE BOUND BY ALL OF THIS AGREEMENT’S TERMS AND CONDITIONS. THIS AGREEMENT, AND ANY AMENDMENTS TO IT, MAY BE EXECUTED IN COUNTERPARTS (EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT) OR IN MULTIPLE ORIGINALS. A FAXED FORM OF THIS AGREEMENT OR ANY AMENDMENT THERETO, EXECUTED BY ONE OR MORE OF THE PARTIES, WILL CONSTITUTE A COUNTERPART HEREOF, AS LONG AS THE COUNTERPART BEARING THE PARTY’S ORIGINAL SIGNATURE IS

PROMPTLY TRANSMITTED TO THE OTHER PARTY AND RECEIVED BY THAT PARTY FORTHWITH.

Agreed To and Signed By:

Consultant: Date:

Name/ Title

ODOE: Date:

Danae Hammitt, Designated Procurement Officer

Date:

Alan Zelenka, Assistant Director

Date:

Janine Benner, Director

EXHIBIT A

STANDARD TERMS & CONDITIONS

1. Consultant’s Responsibilities; Representations and Warranties.

1.1. Consultant agrees that:

1.1.1. The phrase “Standard of Care” that is used in this Agreement is defined as follows: the same professional skill, care, diligence and standards as other professionals performing similar services under similar conditions (the “Standard of Care”);

1.1.2. Consultant shall perform all services in accordance with the Standard of Care. This includes representation of the Program in a positive and professional manner;

1.1.3. Consultant shall prepare, in accordance with the Standard of Care, all reports, drawings, specifications, and other deliverables and documents so that they accurately reflect, fully comply with and incorporate all applicable laws, rules, and regulations, and so that they are complete and functional for the purposes intended, except as to any deficiencies which are due to causes beyond the control of Consultant;

1.1.4. Consultant shall be responsible for correcting any inconsistencies, errors or omissions in the reports, drawings, specifications, and other deliverables and documents prepared by Consultant at no additional cost to ODOE or the Contracting Agency;

1.1.5. ODOE’s review or acceptance of documents shall not be deemed as approval of the adequacy of the reports, drawings, specifications, and other deliverables and documents. Any review or acceptance by ODOE will not relieve Consultant of any responsibility for complying with the Standard of Care;

1.1.6. ODOE shall not have control of and shall not be responsible for the means, methods, techniques, sequences or procedure, analysis or construction of the proposed measures, nor shall ODOE be responsible for the acts or omissions of the Contracting Agency or Consultant provided that ODOE has properly executed designated duties. ODOE shall not be responsible for the failure of the Contracting Agencies or Consultants to carry out their respective responsibilities in accordance with the project documents or any other agreement concerning the project.

1.1.7. Consultant shall attend all required trainings, meetings, and information sessions, review all documents, and verify compliance with requirements as requested by ODOE.

1.1.8. Consultant shall, at no additional cost to ODOE or the Contracting Agency, render assistance to ODOE in resolving problems or other issues relating to the auditing services performed by Consultant under this Agreement and contracts with Contracting Agencies;

1.1.9. Consultant shall respond to review comments from ODOE and make any revisions to the reports, supporting documents, and other deliverables within a timely manner and without multiple follow-up reminders from ODOE to do so;

1.1.10. During the term of the Agreement, Consultant shall obtain, hold, maintain and fully pay for all licenses and permits required by law for Consultant to conduct its business and perform the services; and

1.1.11. Consultant shall provide a list of all sub-consultants which Consultant intends to utilize for any work contemplated under this Agreement or in any contract with a Contracting Agency. This list shall include such information on the qualifications of the sub-consultants as may be requested by ODOE. ODOE reserves the right to review the sub-consultants proposed. Consultant shall not retain a sub-consultant to which ODOE has a reasonable objection; and

1.1.12. Consultant shall pay all Sub-consultants and other subcontractors as required by Consultant’s contracts with those Sub-consultants and subcontractors. Consultant agrees that ODOE has no direct or indirect contractual obligation or other legal duty whatsoever to pay the Sub-consultants and other subcontractors of Consultant or otherwise ensure that Consultant makes full and timely payment to those Sub-consultants and subcontractors for services performed on the project.

1.2. Consultant represents and warrants to ODOE that:

1.2.1. Consultant has the power and authority to enter into and perform this Agreement; the persons executing this Agreement on behalf of Consultant have the actual authority to bind Consultant to the terms of this Agreement;

1.2.2. When executed and delivered, this Agreement shall be a valid and binding obligation of Consultant enforceable in accordance with its terms; the provisions of this Agreement do not conflict with or result in a default under any agreement or other instrument binding upon Consultant and do not result in a violation of any law, regulation, court decree or court order or other legal process applicable to Consultant;

1.2.3. Consultant shall, at all times during the term of this Agreement, be duly licensed to perform the services, and if there is no licensing requirement for the profession or services, be duly qualified and competent;

1.2.4. Consultant is an experienced firm having the skill, legal capacity, and professional ability necessary to perform all the services required under this Agreement and to design and administer a project having the scope and complexity of the project;

1.2.5. Consultant has the capabilities and resources necessary to perform Consultant's obligations under this Agreement;

1.2.6. Consultant is, or shall become, in a manner consistent with the Standard of Care, familiar with all current laws, rules, and regulations which are applicable to the design and construction of the project; and

1.2.7. All services shall be performed in accordance with the Standard of Care.

1.3. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided in this Agreement or at law.

2. Access to Records. For not less than three (3) years after the Agreement’s expiration or termination, ODOE, the Secretary of State's Office of the State of Oregon, the federal government, and their duly authorized representatives shall have access to the books, documents, papers, and records of Consultant and the Sub-consultants which pertain to the Agreement for the purpose of making audits, examination, excerpts, and transcripts. If, for any reason, any part of this Agreement, any project-related consultant contract or any project-related construction contract(s) is involved in litigation, Consultant shall retain all pertinent records for not less than three years or until all litigation is resolved, whichever is longer. Consultant shall provide ODOE and the other entities referenced above with full access to these records in preparation for and during litigation.

3. Indemnity.

3.1. CLAIMS FOR OTHER THAN PROFESSIONAL LIABILITY. CONSULTANT SHALL INDEMNIFY, DEFEND, SAVE, AND HOLD HARMLESS THE STATE OF OREGON AND ODOE, AND THEIR OFFICERS, AGENTS, AND

EMPLOYEES, FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF WHATSOEVER NATURE RESULTING FROM OR ARISING OUT OF THE ACTS OR

OMISSIONS OF CONSULTANT OR ITS SUB-CONSULTANTS, SUBCONTRACTORS, AGENTS, OR

EMPLOYEES UNDER THIS AGREEMENT.

3.2. CLAIMS FOR PROFESSIONAL LIABILITY. CONSULTANT SHALL INDEMNIFY, DEFEND, SAVE, AND HOLD HARMLESS THE STATE OF OREGON AND ODOE, AND THEIR OFFICERS, AGENTS, AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND

EXPENSES OF WHATSOEVER NATURE ARISING OUT OF THE PROFESSIONALLY NEGLIGENT ACTS,

ERRORS OR OMISSIONS OF CONSULTANT OR ITS SUB-CONSULTANTS, SUBCONTRACTORS, AGENTS, OR EMPLOYEES IN THE PERFORMANCE OF PROFESSIONAL SERVICES UNDER THIS AGREEMENT.

3.3. ODOE Defense Requirements. Notwithstanding the obligations under Sections 3.1 and 3.2, neither Consultant nor any attorney engaged by Consultant shall defend any claim in the name of the State of Oregon or any agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the prior written consent of the Oregon Attorney General.

ODOE may, at any time and at its election, assume its own defense and settlement of any claims in the event that: it determines that Consultant is prohibited from defending the State of Oregon;

Consultant is not adequately defending the State of Oregon's interests; an important governmental principle is at issue; or it is in the best interests of the State of Oregon to do so. The State of Oregon reserves all rights to pursue any claims it may have against Consultant if the State of Oregon elects to assume its own defense.

3.4. ODOE’s Actions. This Section 3 does not include indemnification by Consultant of the State of Oregon or ODOE or their officers, agents, and employees, for the acts or omissions of the State of Oregon, ODOE or their officers, agents, and employees, whether within the scope of the Agreement or otherwise.

4. Consultant’s Status.

4.1. Consultant shall perform all services as an independent contractor. Although ODOE reserves the right to set the delivery schedule for the services to be performed and to evaluate the quality of the completed performance, ODOE cannot and will not control the means and manner of Consultant’s performance. Consultant is responsible for determining the appropriate means and manner of performing the services. Consultant, Consultant’s employees and the Sub-consultants are not “officers, employees, or agents” of the State of Oregon or ODOE, as those terms are used in ORS 30.265.

4.2. Consultant shall not have control or charge of, and shall not be responsible for, the acts or omissions of other consultants or contractors under contract with ODOE who are performing services or construction work on the project. However, this provision does not in any way change Consultant’s professional responsibility to report to ODOE any information, including information on the performance of consultants or contractors outside the control or charge of Consultant, concerning activities or conditions that have or could have an adverse effect on ODOE or the project.

4.3. Consultant is not a contributing member of the Public Employees’ Retirement System and will be responsible for any federal, state or other taxes applicable to any compensation or payments paid to Consultant under this Agreement. Consultant will not be eligible for any benefits from any payments made under this Agreement for federal Social Security, unemployment insurance, or worker’s compensation, except as a self-employed individual. If any payment under this Agreement is to be charged against federal funds, Consultant certifies that it is not currently employed by the federal government.

5. Successors & Assignments. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. After the original Agreement is executed, Consultant shall not enter into any Sub-consultant agreements for any of the services or assign or transfer any of its interest in this Agreement, without the prior written consent of ODOE.

6. Compliance with Applicable Law. Consultant shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the services. ODOE’s performance under this Agreement is conditioned upon Consultant's compliance with the provisions of ORS 279C.505, 279C.515, 279C.520, and 279C.530, which are hereby incorporated by reference. Consultant, the Sub-consultants, if any, and all employers providing services, labor or materials under this Agreement are subject employers under the Oregon workers' compensation law and shall comply with ORS 656.017.

7. Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively “Claim”) between ODOE and Consultant that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this “Governing Law; Jurisdiction; Venue” section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether based on sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the United States Constitution or otherwise. CONSULTANT, BY EXECUTION OF THIS AGREEMENT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.

8. Severability. The Parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid.

9. Force Majeure. Neither party shall be held responsible for delay or default in the performance of its obligations due to a cause beyond its reasonable control, including, but not limited to fire, riot, acts of God, terrorist acts or war where such cause was beyond such party's reasonable control. Each party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under the Agreement.

10. Waiver. The failure of ODOE to enforce any provision of this Agreement shall not constitute a waiver by ODOE of that or any other provision.

11. Ownership of Work Product. Work products that are created using funds from the Public Purpose Charge (SB 1149) Schools Program will be considered the property of the Contracting Agency and the state of Oregon, and as such, shall be subject to the Oregon Public Records Law and other public information laws. Work products shall clearly acknowledge public ownership and funding through the Public Purpose Charge (SB 1149) Schools Program. Contracts may include provisions to protect intellectual property rights, on a case-by-case basis and consistent with applicable law.

12. Termination.

12.1. Parties Right to Terminate by Agreement. This Agreement may be terminated at any time, in whole or in part, by written mutual consent of the Parties.

12.2. Parties Right to Terminate for Convenience. Either Party may, at its sole discretion, terminate this Agreement, by written notice to the other Party providing at least 30 days and specifying the termination date of the Agreement.

12.3. ODOE’s Right to Terminate for Cause. ODOE may terminate this Agreement immediately, in whole or in part, upon written notice to Consultant, or such later date as ODOE may establish in such notice, upon the occurrence of any of the following events:

12.3.1. Consultant fails to maintain the qualifications used to qualify under ODOE RFQ #23-028 or no longer holds all licenses or certificates that are required to perform the services; or

12.3.2. Consultant fails to perform any of the provisions of this Agreement; or so fails to perform the services as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from ODOE, does not correct such failures within the time that ODOE specifies (which shall not be less than 10 calendar days, except in the case of emergency); or

12.3.3. Consultant fails to attend all required trainings, meetings, and information sessions, fails to review all documents, or fails to verify compliance with requirements as requested by ODOE; or

12.3.4. Consultant fails to meet the Energy Audit Template and Requirements as specified in ODOE RFQ #23-028 and any associated supporting documentation (e.g., Public Purpose Charge (SB 1149)

Schools Program Guidelines, Requirements for Energy Audits, Audit Report Template and Requirements); or

12.3.5. Consultant fails to submit the Scope of Work Approval Form to ODOE and acquire ODOE’s approval prior to beginning audit work for a Contracting Agency; or

12.3.6. Consultant fails to notify ODOE when it has contracted for services with a Contracting Agency under this Agreement. Notification must be provided by sending a copy of the properly executed contract to ODOE; or

12.3.7. Consultant fails to provide of the Energy Audit Report to ODOE staff or fails to by upload the Energy Audit Report and supporting documentation into the Schools Interactive Database (SID) when it has performed such auditing services under contract with a Contracting Agency; or

12.3.8. Consultant fails to respond to ODOE’s comments during the review process. Examples of such failure to respond include, but are not limited to:

12.3.8.1. Consultant fails to resolve technical and program issues or to make corrections to the Energy Audit Report as directed by ODOE;

12.3.8.2. Consultant demonstrates inadequate quality control or provides Energy Audit Reports with chronic errors or inconsistencies (e.g., same errors throughout report, similar errors in subsequent reports, failure to address errors after repeated ODOE comments and requests for corrections).

12.3.8.3. Consultant fails to examine the entire building or the systems listed within the Scope of Work Approval Form; or

12.3.8.4. Consultant’s documentation lacks sufficient detail to support recommendations (e.g., lacks operational or building characteristics, logging or measurement data or equipment specifications).

12.3.9. Consultant fails to retain qualified staff. Only those staff members identified in Exhibit C may perform services under the Agreement. If qualified personnel leave the firm, Consultant must demonstrate that the remaining or new personnel continue to meet the requirements of ODOE RFQ # 23-028 regarding qualifications and experience. ODOE may terminate this Agreement if Consultant does not notify ODOE of replacement personnel or does not have a current Agreement prior to entering into a contract with a Contracting Agency. Changes to personnel must be approved by ODOE in writing before they become effective; or

12.3.10. Consultant submits Energy Audit Reports bearing unauthorized signatures; or

12.3.11. Consultant provides Contracting Agency inaccurate information about the Program, audit process, EEMs and recommendations, or eligibility for Program funds reimbursement; or

12.3.12. Consultant refuses to perform services based on the Contracting Agency’s unwillingness or reluctance to commit to future work, contracts or agreements; or

12.3.13. Contracting Agency determines the Consultant is not responsible according to ORS 279B.110

– Responsibility of bidders and proposers.

12.4. Cessation of Services. Upon receiving a notice of termination, and except as otherwise directed in writing by ODOE, Consultant shall immediately cease all activities related to the services or the project.

12.5. Delivery of Work Product/ Retained Remedies of ODOE. As directed by ODOE, Consultant shall, upon termination, promptly deliver to ODOE all documents, information, works in progress and other property that are deliverables or would be deliverables if the Agreement had been completed. By Consultant's signature on this Agreement, Consultant allows ODOE to use Work Product and other property for ODOE’s intended use. The rights and remedies of ODOE provided in this section are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

13. Foreign Contractor. If Consultant is not domiciled in or registered to do business in the State of Oregon as of the Effective Date, Consultant shall promptly provide to the Oregon Department of Revenue and the Secretary of State’s Corporation Division all information required by those agencies relative to this Agreement.

Consultant shall demonstrate its legal capacity to perform the services under this Agreement in the State of Oregon prior to executing this Agreement.

14. False Claims Act.

14.1. The Consultant acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action or conduct by the Consultant pertaining to this Agreement that constitutes a “claim” (as defined by the Oregon False Claims Act, ORS 180.750(1)). By its execution of this Agreement, the Consultant certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Agreement or to the Project for which the Agreement work is being performed. In addition to other penalties that may be applicable, Consultant further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Consultant.

Nothing in this section or this Agreement may be construed as limiting or derogating from any authority granted the Oregon Attorney General under 180.750 to 180.785.

14.2. The Consultant shall immediately report in writing, to ODOE, any credible evidence that a principal, employee, agent, or subcontractor of the Consultant, or any subgrantee or other person, has made a false claim or committed a prohibited act under the Oregon False Claims Act, or has committed a criminal or civil violation of laws pertaining to fraud, bribery, gratuity, conflict of interest, or similar misconduct in connection with this Agreement or moneys paid by ODOE under this Agreement.

14.3. The Consultant must include all subsections of this section in each subcontract or subgrant the Consultant may award in connection with the performance of this Agreement. In doing so, the Consultant may not modify the terms of those subsections, except to identify the subcontractor or sub-grantee who will be subject to those provisions.

EXHIBIT B

SCOPE OF SERVICES

Consultant’s Responsibilities. For the duration of this Agreement, Consultant shall be responsible for the following:

1. Maintaining qualifications and abilities. Consultant shall maintain the qualifications used to qualify under

ODOE RFQ # 23-028 and identified in Exhibit C, as well as the ability to perform the services specified in ODOE RFQ # 23-028. Consultant shall also meet the requirements described in ODOE-approved Scope of Work Approval Forms.

2. Submitting the Scope of Work Approval Form. The Scope of Work Approval Form is required when the

Contracting Agency and Consultant plan to enter into a contract that follows the process set forth in ODOE RFQ # 23-028. Contracting Agencies will determine the specific tasks and deliverables that may be requested through contracts with Consultant. Services provided using this procurement method must be within the scope of what is advertised in ODOE RFQ #23-028. When the specific services are determined, Consultant and Contracting Agency shall document the services agreed to, on a Scope of Work Approval Form (included as Exhibit D). The Form must be completed, signed and submitted by Consultant to ODOE for approval. Any attached documentation to further detail the scope and services of the Consultant should be noted but is not a replacement for this form. Prior to entering into a contract with a Contracting Agency, Consultant shall receive ODOE’s approval of the Scope of Work Approval Form. Failure to obtain ODOE’s approval could result in the denial of reimbursement to the Contracting Agency through the Program.

3. Maintaining qualified staff. ODOE’s qualification process not only qualifies energy auditing firms, but also qualifies their individual staff members. Staff members deemed qualified by ODOE are listed by name in Exhibit C. Only those staff members authorized by ODOE can complete auditing services under this Agreement and subsequent contracts between Consultant and Contracting Agencies. Auditing services provided by staff members not identified in this Agreement will not be eligible for reimbursement of Program funds. Consultant may request to add additional staff members to this list by submitting their qualifications to ODOE. Any changes to Consultant’s list of qualified staff members must be reported to ODOE with 30 days of the change.

ODOE reserves the right to disqualify individual staff members if a pattern of poor performance is shown.

ODOE may also disqualify a staff member for a specific role (e.g., Senior Reviewer) if the staff member fails to fulfill the requirements of that role (e.g., Senior Reviewer does not perform adequate quality control for Energy Audit Reports).

4. Complying with reporting requirements.

4.1. Upon completion of energy auditing services under a contract with a Contracting Agency, Consultant must upload the Energy Audit Report into SID. The Energy Audit Report must include all the elements described in the Energy Audit Requirements and Audit Report Template and Requirements documents (available on ODOE’s website at https://www.oregon.gov/energy/energy-oregon/Pages/SB1149- Program-Guidelines.aspx ). At ODOE’s direction, Consultant shall correct deficient Energy Audit Reports within 90 days.

https://www.oregon.gov/energy/energy-oregon/Pages/SB1149-Program-Guidelines.aspx

4.2. Consultant shall update data from the final Energy Audit Report, as well as the Energy Efficiency Measures and Operations and Maintenance Measures, into SID. The Energy Audit cost entered with the summary data is the amount that the Contracting Agency will be requesting as a reimbursement of Program funds.

4.3. Consultant shall upload to SID, the final Energy Audit Report, the Scope of Work Approval Form and any additional spreadsheets or documents used to produce the Energy Audit Report.

The remainder of this page is blank intentionally.

EXHIBIT C

QUALIFICATIONS AND FEE SCHEDULE

Only those staff members identified in this Exhibit C are authorized to provide energy auditing services under this Agreement and through subsequent contracts between Consultant and Contracting Agencies. Energy auditing services provided by staff members not identified in this Agreement will not be eligible for reimbursement of Program funds. Qualified staff members are only authorized to provide energy auditing services consistent with their level of qualification, as described below:

QUALIFIED ENERGY AUDITORS

Only qualified Energy Auditors are authorized to complete Energy Audits and to sign and submit Energy Audit Reports to ODOE and Contracting Agencies. Additionally, the qualified Energy Auditor who signs the Energy Audit Report must have been on-site during the performance of the Energy Audit.

Qualified Energy Auditor Phone Number Email Date Qualified

QUALIFIED SENIOR REVIEWERS

Only qualified Senior Reviewers are authorized to review the Energy Audit Reports to verify that all program requirements have been met as described in the Energy Audit Requirements and Audit Report Template and Requirements documents; and all required documents have been included with the submission of the Energy Audit Report. If Consultant has multiple qualified personnel, the Senior Reviewer cannot review their own Energy Audit Reports unless prior approval is provided by ODOE.

Qualified Senior Reviewer Phone Number Email Date Qualified

QUALIFIED ENERGY MODELERS

Only qualified Energy Modelers are authorized to create an energy model for Energy Audit Reports produced under this Agreement and through subsequent contracts between Consultant and Contracting Agencies. The Qualified Energy Modeler must be the single point of contact for all issues related to review and revision of the energy model.

Qualified Energy Modeler Phone Number Email Date Qualified

AUTHORIZED STAFF MEMBERS

ODOE recognizes that Energy Auditors and Senior Reviewers may not possess expertise for all Equipment/ Systems and may rely on other staff members or subcontracted professionals to assist with Energy Audits. Only those staff members identified below are authorized to contribute data and to assist Energy Auditors and Senior Reviewers with energy auditing services under this Agreement and through subsequent contracts between Consultant and Contracting Agencies.

Consultant may make changes to this list by providing written notification to ODOE. Changes will become effective upon Consultant’s receipt of ODOE’s acceptance of the proposed change(s). Changes to this list of authorized staff members can be affected without an amendment to this Agreement.

Equipment/ Systems Staff Members

Chilled water systems

Hot water systems

Steam systems

Air handling units

HVAC packaged units

Refrigeration (VRV)

Terminal units

Unit heaters

Motors (VFD)

Lighting systems (interior and exterior)

Heat recovery systems

Domestic water systems

Controls (pneumatic, electric, direct digital, DCV)

Building envelope

FEE SCHEDULE

Staff Title Hourly Rate

Travel: Will be negotiated between Consultant and Contracting Agencies.

Travel costs submitted for reimbursement under the Program will be limited to those rates outlined in the State of Oregon travel policy http://www.oregon.gov/das/Financial/Acctng/Pages/Travel.aspx under Chapter 40, Travel.

Other Expenses: N/A

Audit Type Cost per Square Foot*

Whole building

Targeted

*Note any cost increases associated with inclusion of energy modeling.

Rates expire October 31, 2025.

http://www.oregon.gov/das/Financial/Acctng/Pages/Travel.aspx

EXHIBIT D

SCOPE OF WORK APPROVAL FORM

Contracting Agency and Consultant plan to enter into a contract that follows the process set forth in ODOE Energy Audits for School Buildings RFQ and meeting all current Audit and Program requirements (see https://www.oregon.gov/energy/energy-oregon/Pages/SB1149-Program-Guidelines.aspx ).

Contracting Agency and Consultant agree that this Scope of Work Approval Form is a complete and accurate description of the scope of work contemplated for the contract. Consultant agrees to complete and deliver to Contracting Agency the services described in the Statement of Work below. Any changes made to the scope of services described herein following ODOE approval may not be eligible for reimbursement through the Program.

This Scope of Work Approval Form is not a substitute for a contract for services. To be eligible for reimbursement through the Program, ODOE must first approve this form and then should receive a copy of the executed contract for the work described in the Statement of Work below.

Contracting Agency Contract #: Date:

CONTACT INFORMATION

Contracting Agency:

Contact Person and Title:

Mailing Address:

Phone:

E-mail:

Consultant/Audit Firm:

Contact Person and Title:

Mailing Address:

Phone:

E-mail:

STATEMENT OF WORK

Consultant will perform the services described herein at the Facility or Facilities identified below. Please complete one form per facility.

Additional pages attached? YES NO Attached documentation is not a replacement for this completing this form.

Estimated date to complete Energy Audit:

Estimate date to submit draft Energy Audit Report to ODOE:

Facility Information Name of Facility:

Facility received past Energy Audit? YES NO If YES, List audit type and date:

Square Footage:

Physical Address:

Facility Contact Person (if different than listed above):

Phone:

Email:

Energy Audit Information Information about the Energy Audit types and requirements is listed in the SB 1149 Program Guidelines, Energy Audits for School Buildings RFQ, Audit Requirements, and Audit Report Template & Requirements.

Whole-Building Energy Audit Select this option if all Whole-Building Energy Audit and Audit Report Requirements will be met.

Targeted Energy Audit (Prior approval from ODOE is required.)

If Targeted Energy Audit, check the Equipment/ Systems below that will be analyzed and include a full description of the scope of services that will be provided for each area (e.g., type, quantity, location, level of detail, specific issue/ measure being reviewed).

Envelope:

Boiler/ Chiller Plant:

Heating, Ventilation and Air Conditioning (HVAC)/ HVAC Controls:

Lighting:

Domestic Hot Water:

Plug Loads/ Others:

Building Energy Simulation Modeling will ☐ or will not ☐ be used in this analysis.

List ANY program requirements or elements of the Energy Audit or Audit Report Template and Requirements that will be adjusted, omitted or revised as part of this project. Any items not specifically listed below will be required for the Energy Audit and Audit Report.

Energy Audit Requirements:

Audit Report Template and Requirements:

Program Guidelines or Requirements:

Project Description and Additional Instructions Estimated number of hours on-site with Contracting Agency staff:

Data-logging and measurement plan for this facility:

Energy modeling approach and methodology (Must list if modeling is included):

Will any part of this work be completed by a sub-contractor or sub-consultant? YES NO If Yes: List the Company/Name and services to be performed:

Additional information/instructions:

COST

The maximum compensation payable by Contracting Agency to Consultant for the work described herein, which includes any allowable expenses is $ .

The amount that will be requested for reimbursement through Contracting Agency’s SB 1149 funds is $

These costs are broken down, by Facility, as follows:

Facility Name Funding Source

SB 1149 Other Total

Facility annual energy cost (total dollars for all electricity and fuels): $___________

Facility audit cost: DOES NOT DOES exceed 10% of the facility’s total annual energy costs.

If cost DOES exceed 10%, must provide additional documents/justification for cost:

AUTHORIZED SIGNATURES

Contracting Agency and Consultant agree that the statement of work and the costs described herein are an accurate depiction of the planned work.

Contracting Agency: Date:

Name, Title

Consultant: Date:

Name, Title