GSA Demand Demand Response - GS-00P-BSC-0873 - Amend1

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NO.

PAGE 1 OF

2. CONTRACT NO.

GS-00P-12-BSC-

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NO.

GS-00P-12-BSC-0873

6. SOLICITATION ISSUE DATE

12/16/11

/11 7. FOR SOLICITATION

INFORMATION CALL

a. NAME Linda Collins b. TELEPHONE NO. (No collect calls)

(202) 708-9881

8. OFFER DUE DATE LOCAL TIME

See Section C

9. ISSUED BY COD 10. THIS ACQUISITION IS 11. DELIVERY FOR FOB 12. DISCOUNT TERMS

U.S. General Services Administration

Energy Division (PMAA)

1800 F Street, NW Room 1343

Washington, DC 20405

UNRESTRICTED

SET ASIDE: 100 % FOR

SMALL BUSINESS

DESTINATION UNLESS

BLOCK IS MARKED

SEE SCHEDULE

SMALLDISADV. BUSINESS 13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

8(A) 13b. RATING

NAIC:

SIZE STD:

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE

16. ADMINISTERED BY Linda Collins (202) 708-9881

CODE

U.S. General Services Administration

Washington, D.C. 20405

17a. CONTRACTOR/ CODE

OFFEROR

CUSTOMER

ACCOUNT

CODE

18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS

BLOCK BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See SUBMISSION REQUIREMENTS – SECTION C

TOTAL

(Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _3____ COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET

FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT

TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29. AWARD OF CONTRACT: REFERENCE ___________________ OFFER

DATED _________________. YOUR OFFER ON SOLICITATION (BLOCK

5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET

FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (TYPE OR

PRINT)

31c. DATE SIGNED

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED

CORRECT FOR

RECEIVED INSPECTED CONTRACT, EXCEPT AS NOTED PARTIAL

FINAL

36. PAYMENT 37. CHECK NUMBER

32b.SIGNATURE OF AUTHORIZED GOVT REPRESENTATIVE 32c. DATE COMPLETE PARTIAL

FINAL

38. S/R ACCOUNT NO.

39. S/R VOUCHER NO.

40. PAID BY

42a. RECEIVED BY (Print)

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MM/DD) 42d. TOTAL CONTAINERS

AUTHORIZED FOR LOCAL REPRODUCTION SEE REVERSE FOR OMB CONTROL STANDARD FORM 1449 (10-95) Computer Generated NUMBER AND PAPERWORK BURDEN STATEMENT Prescribed by GSA - FAR (48 CFR) 53.212

X

Table of Contents

SECTION A: SCOPE OF WORK

A.1 GENERAL TERMS

A.2 SCOPE OF WORK FOR COMMONWEALTH EDISON ACCOUNTS IN ILLINOIS

A.3 SCOPE OF WORK FOR CONSOLIDATED EDISON ACCOUNTS IN NEW YORK

A.4 INCLUDED ACCOUNTS

A.5 BIDDING PROCESS

A.6 TERM

A.7 EXTENSION PROVISIONS

A.8 PAYMENT

A.9 CONFIDENTIALITY

A.10 FILINGS WITH REGULATORY AUTHORITIES

A.11 AUTHORIZED USERS

A.12 ADDING AND DELETING FACILITIES TO THIS CONTRACT

A.13 CONTRACT ADMINISTRATION

A.14 PROCUREMENT FEE

A.15 FORCE MAJEURE

A.16 DEFINITIONS

SECTION B: TERMS AND CONDITIONS

SECTION C: SUBMISSION REQUIREMENTS

C.1 EVIDENCE OF TECHNICAL QUALIFICATION

C.2 PRICE PROPOSALS

C.3 PRICING FOR COMMONWEALTH EDISON ACCOUNTS IN ILLINOIS

C.4 PRICING FOR CONSOLIDATED EDISON ACCOUNTS IN NEW YORK

C.5 SUBMISSION OF PROPOSALS

C.6 AUCTION SCHEDULE

SECTION D: EVALUATION FACTORS FOR AWARD

D.1 EVALUATION

D.2 BASIS FOR AWARD

D.3 FINAL CONTRACT TERMS

SECTION E: REPRESENTATIONS AND CERTIFICATION

ATTACHMENT 1: OFFEROR INFORMATION

ATTACHMENT 2: OFFEROR ACKNOWLEDGEMENT – AUCTION RULES

SECTION A: SCOPE OF WORK

A.1 GENERAL TERMS

The Government is seeking competitive bids from qualified Curtailment Service Providers (CSPs) / Responsible Interface party’s (RIPs) for its facilities in the Commonwealth Edison (Com Ed) service territory of Illinois and Consolidated Edison (Con Ed) service territory of New York respectively. The accounts in Com Ed and Con Ed will be priced separately and the Government intends to award two separate contracts. One contract to the CSP that provides the highest revenue percentage split to the Government for its capacity in Com Ed and one to the RIP that provides the highest revenue percentage split to the Government for its capacity in Con Ed.

A.2 SCOPE OF WORK FOR COMMONWEALTH EDISON ACCOUNTS IN ILLINOIS

The General Services Administration’s Chicago Mid-West Region (GSA-MWR) is seeking competitive bids from qualified Curtailment Service Providers (CSPs) for participation in the Pennsylvania, Jersey, Maryland Power Pool ‘s (PJM) Reliability Pricing Model (RPM) demand response market for twelve (12), twenty-four (24) and thirty-six (36) month terms beginning June 1, 2012.

The General Services Administration’s Chicago Mid-West Region (GSA-MWR) is currently participating in the PJM- RPM Demand Response program and will be able to reduce their load for sites located in the Commonwealth Edison (Com Ed) service territory of Illinois in the first contract year by a total of 2,720 kW using the Guaranteed Load Drop (GLD) methodology. The load reduction amount will be met through curtailing energy use. No onsite generation will be used to meet this obligation. The load reduction will come from three separate Com Ed utility accounts that include five individual buildings. GSA-MWR’s current CSP contract expires May 31, 2012.

Yearly nominations are likely to change due to changing conditions at each building including but not limited to installation of new, more energy efficient equipment, power usage reduction due to enhanced building operations or other factors. If a multi-year contract is awarded, the CSP and GSA-MWR shall mutually agree on each year’s load reduction prior to June 1 of each year for each building and the total demand reduction for that year.

The winning CSP will be responsible for providing the following services to GSA-MWR:

a. PJM Enrollment - CSP shall be responsible for enrolling the Government’s accounts in the applicable PJM Programs under the then current market rules. CSP shall collect all necessary enrollment data from the Government to complete the PJM enrollment process. There will be no enrollment costs of any kind to the Government.

b. Curtailment Plan - CSP will assist the Government in developing a curtailment plan to include the identification of load reduction measures to maximize the Government’s payments, a communications plan, and a notification process for PJM test or actual load reduction events. The Curtailment Plan will include primary and secondary contact information for Government points of contact as well as a notification escalation process.

c. Metering - Interval usage data may not be available from ComEd for the winning CSP. CSP may need to install interval meters for the facilities to successfully participate in PJM’s Demand Response Program.

Should CSP desire to install metering or communications equipment at the Government’s facility, it shall be done at no expense to the Government.

d. Any shadow meters or other metering devices, communication devices and methods of installation provided by the CSP shall be in accordance with the GSA Office of Chief Information Officer (OCIO) and/or the regional IT staff. All devices and communication methods shall be independent of GSA’s IT backbone and shall NOT interface with GSA’s IT backbone in any way.

e. Notification - CSP will notify the Government of PJM test or actual events with no less than one hour notice, via telephone and email or whatever other communication tools are utilized and as agreed upon with the Government in the agreed upon Curtailment Plan. Any and all such notifications shall be sent with a copy (via email) to World Energy @ DRperform@worldenergy.com. Notification shall adhere to the then-current PJM rules.

f. Reporting – CSP shall provide the Government with documentation of test and actual event performance within 60 days of any such event. The documentation shall include detailed calculations of all capacity payments.

GSA-MWR will provide the following services to the winning CSP:

a. The Government will assist CSPs with the provision of necessary data to enroll the Government’s specified accounts with PJM. GSA-MWR will provide a Letter of Authorization (LOA) to obtain usage data.

b. The Government will use good faith efforts to assist the winning CSP in developing a Curtailment Plan and provide timely information of any significant changes in personnel or operations which may impact the execution of the Curtailment Plan.

c. To receive compensation, the Government is obligated, upon two (2) hours notice of an actual load reduction event, to reduce electric load to the Guaranteed Load Drop for the shorter of: (a) six (6) hours from the commencement of the Event, (b) until 8pm Eastern Time on the day of the Event, or(c) until the CSP notifies the Government that the Event is over. Based on current PJM program rules, Events may be called for up to 10 times/year, with a duration of no longer than six hours per event, plus any necessary test events. The hours during which the Government may be called upon to curtail for an event extend from 12PM – 8PM EPT, May 1st – September 30th, and 2PM – 10PM, October 1 – April 30. Test or actual events may only be called on weekdays and may not be called on a PJM holiday.

Prior to enrollment with PJM, the Government and the winning CSP may agree to adjust the load reduction quantity (curtailment bandwidth) to assure optimal program enrollment. The Government will be paid at the same percentage offered by the winning CSP through the forward auction for the adjusted load reduction quantity agreed upon.

In the event that the PJM rules change over the course of the Agreement between the Government and CSP, both parties will make a good faith effort to re-negotiate reasonable terms, keeping as much of the Agreement intact as is possible per the new rules.

A.3 SCOPE OF WORK FOR CONSOLIDATED EDISON ACCOUNTS IN NEW YORK

The Veterans Administration (VA) is seeking competitive bids from qualified Responsible Interface Party’s (RIPs) for participation in the New York Independent System Operator (NYISO) Installed Capacity/Special Case Resource (ICAP/SCR) demand response program for twelve (12), twenty-four (24) and thirty-six (36) month terms beginning April 1, 2012.

The VA’s James J. Peters Medical Center (Bronx VA Facility) site has participated in the past and would like to again participate in the ICAP/SCR Demand Response program and will be able to reduce its entire load via backup generation in the Con Ed service territory in New York. The Bronx VA’s summer 2010 Average Coincident Load (ACL) is approximately 4500 kW’s whereas their winter 2011-2012 ACL is 3357 kW’s. The VA’s Brooklyn Medical Center (Brooklyn VA) has not participated in the ICAP/SCR Demand Response program previously but will be able to reduce its load by approximately 500kW’s. The Brooklyn VA’s summer 2010 Average Coincident Load (ACL) is approximately 3,750 kW’s whereas their winter 2011-2012 ACL is 1,450 kW’s. Load reduction for both accounts will be met through on-site generation.

The VA’s St. Albans (Queens) campus and the Montrose (Westchester) campus may also be able to reduce their power requirements by approximately 400-500kW’s respectively. For purposes of this procurement, RIPs will not be bidding on load reductions associated with these two accounts. However, as part of the contract award for the Bronx and Brooklyn accounts, RIPs will be required to perform an onsite assessment of the Queens and Westchester facilities to verify and confirm the total load reductions achievable. If the VA decides to enroll one or both of these accounts in the ICAP/SCR demand response program, the revenue percentage split for these new accounts will be determined based on the language in Section A.12 regarding adding and deleting accounts.

Yearly nominations are likely to change due to changing conditions at each building including but not limited to installation of new, more energy efficient equipment, power usage reduction due to enhanced building operations or desire to enroll in utility programs. If a multi-year contract is awarded, the RIP and VA shall mutually agree on each year’s load reduction prior to May 1 of each year for each building and the total demand reduction for that year.

The winning RIP will be responsible for providing the following services to VA:

a. NYISO Enrollment - RIP shall be responsible for enrolling the Government’s account in the NYISO ICAP/SCR Programs with the NYISO under the then current market rules. RIP shall collect all necessary enrollment data from the Government to complete the NYISO enrollment process. There will be no enrollment costs of any kind to the Government.

b. Curtailment Plan - RIP will assist the Government in developing a curtailment plan to include the identification of load reduction measures to maximize the Government’s payments, a communication plan, and a notification process for NYISO test or actual load reduction events. The Curtailment Plan will include primary and secondary contact information for Government points of contact as well as a notification escalation process. At the Government’s request and prior to enrollment in the NYISO capacity market, the winning RIP shall be required to visit each facility and develop a curtailment plan to include the identification of load reduction measures to maximize the Government’s payments. The winning RIP will present the findings to the Contracting Officer Representative (COR) and Contracting Officer (CO). Upon the VA’s concurrence of curtailment plan, the RIP will enroll the VA’s facilities by no later than the 10 th of the following month.

c. Metering - Interval usage data may not be available from Con Ed for the winning RIP. RIP may need to install interval meters for the facilities to successfully participate in NYISO’s ICAP/SCR Demand Response Program. Should RIP desire to install metering or communications equipment at the Government’s facility, it shall be done so at no expense to the Government.

d. Any shadow meters or other metering devices, communication devices and methods of installation provided by the RIP shall be in accordance with the VA Office of Chief Information Officer (OCIO) and/or the regional IT staff. All devices and communication methods shall be independent of VA’s IT backbone and shall NOT interface with VA’s IT backbone in any way.

e. Notification - RIP will notify the Government of NYISO test or actual events with no less than one hour notice, via telephone and email or whatever other communication tools are utilized and as agreed upon with the Government in the agreed upon Curtailment Plan. Any and all such notifications shall be sent with a copy (via email) to World Energy @ DRperform@worldenergy.com. Notification shall adhere to the then-current NYISO rules.

f. Reporting – RIP shall provide the Government with documentation of test and actual event performance within 60 days of any such event. The documentation shall include detailed calculations of all capacity payments.

g. RIP’s must be registered with Con Ed and able to enroll VA’s Hospitals into the Con Edison Demand Response programs, in addition to the NYISO’s ICAP/SCR Demand Response Program, in case the VA desires to be enrolled at a future date and under the same percentage, terms and conditions as the NYISO ICAP/SCR program.

h. VA’s will have the ability to request what market its load will be bind into: strip, spot, or monthly market. By default, VA’s load will be bid into and compensated off the strip market prices unless written permission is obtained from VA Hospital to allocate its load into another market.

The VA will provide the following services to the winning RIP:

a. The Government will assist RIP with the provision of the necessary data to enroll the Government’s specified accounts with NYISO. The VA will provide a Letter of Authorization (LOA) to obtain usage data.

b. The Government will use good faith efforts to assist RIP in developing the Curtailment Plan and provide timely information of any significant changes in personnel or operations which may impact the execution of the Curtailment Plan.

c. To receive compensation, the Government is obligated, upon two (2) hours notice of an Event, to reduce electric load to the Guaranteed Load Drop for the shorter of: (a) four (4) hours from the commencement of the Event, (b) until 8pm Eastern Time on the day of the Event, or(c) until the RIP notifies the Government that the Event is over. Based on current NYISO program rules, Events may be called for an unlimited amount of times per year, with duration of no longer than four hours per event, plus any necessary test events. Test or actual events may only be called on weekdays and may not be called on a NYISO holidays.

Prior to enrollment with NYISO, the Government and the winning RIP may agree to adjust the load reduction quantity (curtailment bandwidth) to assure optimal program enrollment. The Government will be paid at the same percentage offered by the winning RIP through the forward auction for the adjusted load reduction quantity agreed upon.

In the event that the NYISO rules change over the course of the Agreement between the Government and RIP, both parties will make a good faith effort to re-negotiate reasonable terms, keeping as much of the Agreement intact as is possible per the new rules.

A.4 INCLUDED ACCOUNTS

Com Ed Accounts to be enrolled by the winning CSP and associated load reductions are as follows:

1. GSA - Customhouse 610 S. Canal Street, Chicago, IL Com Ed Account # 1226631000 = 510kW’s

2. GSA - Clark Street 536 S. Clark, Chicago, IL Com Ed Account # 0640567004 = 310kW’s

3. * GSA - Metcalfe Building 77 W. Jackson, Chicago, IL Com Ed Account # 9232012000 = 1000kW’s

4. *GSA – Kluczynski Federal Office Building = 500 kW’s

5. * GSA – Dirksen = 400 kW’s

* Note: Com Ed Account #9232012000 is commonly called the Loop account. Contained within the Loop account are the following buildings: the John C. Kluczynski Federal Office Building and US Post Office, the Dirksen United States Court House, and the Ralph M. Metcalfe Federal Office Building. Com Ed issues a single bill for all three of these buildings. The winning CSP will be required to install shadow meters in each of these buildings so that demand can be independently measured at each location.

Con Ed Accounts to be enrolled by the winning RIP and associated load reductions are as follows:

1. Bronx VA – 130 W. Kingsbridge Rd Hospital, Bronx, NY Con Ed Account #395102022000001=

Approximately 4500kW’s for Summer period and approximately 3357kW’s for Winter period

2. Brooklyn VA – 800 Poly Place Ent., Brooklyn, NY Con Ed Account #695109093501004 =

Approximately 3,750 kW’s for Summer period and approximately 1,450 kW’s for Winter period

Per Section A.3, the following VA accounts may also be enrolled under this contract but will not be part of the original set of accounts to be enrolled:

3. St. Albans VA – 180-02 Linden Blvd Ent., Jamaica, NY 11434 Con Ed Account #295111113500002

400-500 potential kW’s for summer and winter periods

4. Montrose VA – 2094 Albany Post Rd. Htv., Montrose NY 10548 Con Ed Account #590711118800000

400 – 500 potential kW’s for summer and winter periods

A.5 BIDDING PROCESS

GSA will collect all pricing for this procurement and will utilize an internet based transaction platform provided by the team of World Energy Solutions Inc (WES) and Science Applications International Corporation (SAIC). This internet based transaction platform, commonly called a forward auction (hereafter “Forward Auction”) offers GSA a more dynamic bidding process to facilitate market pricing.

Bids shall be submitted to Government utilizing an internet based transaction platform provided by WES at www.worldenergy.com and in accordance with the instructions in Section C.

A.6 TERM

The Initial term of the Agreement shall commence on the date of execution and shall expire on the date of the agreed upon term.

A.7 EXTENSION PROVISIONS

(a) The Government may request extension of performance, one or more times, at or above current revenue percentage split to the Government and in accordance with the existing contract terms and conditions, so long as the total additional performance period does not exceed six (6) months. If the CSP/RIP declines to extend at the existing revenue percentage split, the Government may propose a new revenue percentage split for the extension.

Extension of the revenue percentage split must be accompanied by the agreement of all parties (bilateral http://www.worldenergy.com/ modification). Failure to agree will result in the expiration of the contract at the end of the current performance period.

(b) Notice of request for bilateral extension will be furnished to the CSP/RIP not later than 45 days prior to the expiration of the contract or any extension thereof. However, nothing precludes the CSP/RIP from agreeing to an extension of the contract if the Government fails to issue the notice prior to the 45 days.

(c) Notice of request for bilateral extension of this contract shall be considered to have been accomplished at the time the Government deposits written notification in the mail or provides such notification by facsimile transmission.

A.8 PAYMENT

Payments from CSPs shall be made no later than quarterly after receipt of PJM payments. The initial payment, reflecting the June 1st through September 30th performance, shall be made no later than October 30th. The Government’s total payment shall be based on actual KW load reductions. Each Event day shall average the reduction for the hours called to determine the performance rate (form 0% to 100%). If there are multiple Event days called, the daily performances shall be averaged. For underperformance, the Total Payment shall be reduced based on the performance rate. In the case of any year in which no Event is called, KW reduction performed during the test event shall determine Total Payment. The CSP shall provide reasonable, written documentation of the calculation of any reduction.

Payments from RIPs shall be made no later than monthly after receipt of NYISO payments. The initial payment shall be made no later than sixty days after the initial NYISO payment. The Government’s total payment shall be based on actual KW load reductions. Each Event day shall average the reduction for the hours called to determine the performance rate (form 0% to 100%). If there are multiple Event days called, the daily performances shall be averaged. For underperformance, the Total Payment shall be reduced based on the performance rate. In the case of any year in which no Event is called, KW reduction performed during the test event shall determine Total Payment. The RIP shall provide reasonable, written documentation of the calculation of any reduction.

Both CSPs and RIPs shall issue a check to the Government through procedures outlined by the Government after contract award. When each check is issued to the Government, the CSP/RIP shall additionally notify the CO and the COR of the date and amount of payment, including any identifying account information that will be transmitted to the winning CSP/RIP. Notification to the CO and COR shall occur within five (5) days of actual issuance of the check.

A.9 CONFIDENTIALITY

The terms of the Agreement and any of the materials disclosed by either party will be held confidential by both parties to the extent permitted by law.

A.10 FILINGS WITH REGULATORY AUTHORITIES

CSP/RIP shall file and pay, at no additional cost to the Federal Government, for any licenses, permits, registrations or other filings with applicable Federal, State, or local regulatory authorities, which are necessary for the CSP/RIP to perform its obligations under this Contract. CSP/RIP agrees to process diligently all applications, permits, or reports required.

A.11 AUTHORIZED USERS

This contract is for the use of all Federal agencies; authorized Federal Contractors; agency-sponsored universities and laboratories; and as authorized by law or regulation, state, local, and tribal Governments, and other organizations. All organizations listed in GSA Order ADM 4800.2E (as updated) are eligible to use this contract.

A.12 ADDING AND DELETING FACILITIES TO THIS CONTRACT

It is possible that certain authorized facilities will choose to satisfy their demand response requirements by the use of this contract. In this event the Government shall provide the CSP/RIP with the facility’s capacity requirements and the two parties shall mutually agree as to whether to extend the full terms and conditions of this contract to such facility account(s). Adding and deleting a facility account(s) shall be accomplished by the bilateral execution of Standard Form 30 – Amendment of Solicitation/Modification of Award. The CSP/RIP has thirty (30) days from the execution of the Standard Form 30 to add or delete a facility account(s) to this contract.

A.13 CONTRACT ADMINISTRATION

After award, this contract shall be administered by the General Services Administration’s Energy Center of Expertise.

The Contracting Officer for this contract is:

Linda L. Collins (202) 708-9881 Telephone (202) 708 9881 U.S. General Services Administration Facsimile (202) 208 2849 Energy Division (PMAA) Email lindal.collins@gsa.gov

Washington, D.C.20405

The Contracting Officer's Representative for the day-to-day administration of this contract for Com Ed accounts is:

Larry A. Lewis Telephone (614) 939 9218 Utility Program Expert Facsimile (614) 939 9219 General Services Administration Email larry.lewis@gsa.gov

Operations and Management Branch (5PLM) Expert Resources Division (5PL) 7726 Havens Court West Blacklick, Oh 43004

The Contracting Officer's Representative for the day-to-day administration of this contract for Con Ed accounts is:

Frank Napoli Telephone (718) 741 4104 VISN3 – Energy/Fleet Manager Facsimile (718) 741 4122 Veterans Administration Email Frank.Napoli@va.gov 130 West Kingsbridge Rd., Bldg. 16 Bronx, NY 10468

A.14 PROCUREMENT FEE

All capacity and energy payments shall be subject to World Energy Solution’s fee of 6.0% for the same CSP/RIP gross payments as used to determine the percentage shared with Government. This fee shall be paid directly to The World Energy Solutions, Inc. by the successful CSP/RIP and shall be paid concurrently with payments to the Government. In the event World Energy provides notice to the Government that they have not received fees due from a CSP/RIP for a period of more than six months, the Government will request either proof of payment from the supplier to World Energy or proof that the CSP/RIP has not received payment from PJM/NYISO.

A.15 FORCE MAJEURE

If either Party is rendered unable by Force Majeure to carry out, in whole or part, its obligations under this Agreement and such Party gives written notice and full details of the event to the other Party as soon as practicable, then during such Force Majeure, but for no longer than a period of 120 days in the aggregate during any 12 month period, then any obligations of the Claiming Party will be suspended. The parties expressly agree that upon the expiration of the 120 day period, Force Majeure will no longer apply to the obligations hereunder and both Parties will be obligated to perform. The Claiming Party will use commercially reasonable efforts to remedy the Force Majeure with reasonable dispatch. The CSP/RIP shall supply to the GSA Contracting Officer (CO) all documentation which supports the claim of Force Majeure.

In no event shall the economic hardship of either party constitute a Force Majeure condition.

A.16 DEFINITIONS

All definitions are for the interpretation of this Contract:

a) Capacity or committed curtailment - means the committed curtailment of installed capacity (in kW’s) that the customer can reduce

b) Contracting Officer (CO) – The person with authority to enter into, administer, and/or terminate contracts, as well as to make related determinations and findings. The term includes certain authorized representatives of the CO acting within the limits of their authority as delegated by the CO.

c) Contracting Officer's Representative (COR) – A GSA official who is designated by the Contracting Officer to assist in administering specific aspects (such as Technical aspects) of the contract.

mailto:lindal.collins@gsa.gov mailto:larry.lewis@gsa.gov mailto:Frank.Napoli@va.gov

d) Force Majeure – Events not reasonably anticipated or within the control of the claiming Party such as, but not limited to, acts of God, acts of the public enemy, actions of governments or regulatory bodies, future changes in laws, rules, regulations, or utility practices, or pipeline failure. See Section A.15 – Force Majeure of this solicitation.

e) PJM Program– The Government desires to participate in the PJM Reliability Pricing Model (“RPM”) demand response market, per PJM’s market rules at www.PJM.com. The Government’s RPM participation may occur through a CSPs capacity in the forward capacity auctions. The RPM enrollment shall be for Full Emergency, to include both capacity and energy payments. The CSP agrees to manage the Government’s participation in the Markets. The CSP shall complete all necessary permits and application forms on the Government’s behalf, allow the Government access to real-time pricing information in the applicable service area, execute demand response events through direct load control or through notification to the Government, and reconcile all Program payments in accordance with the CSP Agreement/contract and all PJM requirements. The CSP will also coordinate with host utility to capture kilowatt-hour (kWh) pulses from the Government’s primary utility meter to provide the Government real-time, Internet-enabled power monitoring. The CSP shall make payments to the Government as set forth, below.

f) NYISO Program – The Government desires to participate in the NYISO Installed Capacity/Special Case Resources (ICAP/SCR) demand response program per NYISO market rules at www.nyiso.com. The ICAP/SCR enrollment shall be for Full Emergency to include both capacity and energy payments. The RIP agrees to manage the Government’s participation in the Programs. The RIP shall complete all necessary permits and application forms on the Government’s behalf, allow the Government access to real-time pricing information in the applicable service area, execute demand response events through direct load control or through notification to the Government, and reconcile all Program payments in accordance with the ICAP/SCR Agreement/contract and all NYISO requirements. The RIP will also coordinate with host utility to capture kilowatt-hour (kWh) pulses from the Governments primary utility meter to provide the Government with real-time, Internet-enabled power monitoring. The RIP shall make payments to the Government as set forth, below.

http://www.pjm.com/ http://www.nyiso.com/

SECTION B: TERMS AND CONDITIONS

A. Limitation of Liability: Except for the indemnification obligations set forth in the Indemnity clause, CSP/RIP’s liability is limited to direct actual damages as the sole and exclusive remedy. All other remedies or damages (at law, in equity, tort, contract, or otherwise) are expressly waived, including any indirect, punitive, special, consequential, or incidental damages, lost profit, or other business interruption damages.

B. Indemnity: CSP/RIP agrees to defend and indemnify, at its own expense, any third party claim against the

Government, its parent corporation, affiliates, directors, employees, and agents that arise due to any bodily injury, death or damage to tangible personal property caused solely by the negligent acts or omissions of the CSP/RIP or its employees in the performance of this contract. The CSP/RIP shall pay reasonable legal fees as incurred and such damages or costs as are finally awarded against the Government or agreed to in settlement for such claim provided that gives the CSP (1) prompt written notice of any such claim or threatened claim; (2) sole control of the defense, negotiation and settlement of such claim; and (3) full cooperation in any defense or settlement of the claim.

C. Choice of Law: This contract shall be governed by applicable federal statutes and, where not in conflict with federal law, construed and enforced in accordance with the laws of the State of Illinois for Com Ed accounts or State of New York for Con Ed accounts, without giving effect to choice of law rules.

D. Miscellaneous: The Government may not assign any of its rights or delegate any of its performance obligations hereunder without the prior written consent of the CSP/RIP. Any contract or Agreement resulting from a demand response auction shall contain the entire agreement between the Government and CSP/RIP and may only be amended in writing signed by each of the Parties. If any of its provisions shall be held invalid or unenforceable, the Agreement/contract shall be construed as if not containing those provisions and the rights and obligations of the Parties hereto shall be construed and enforced accordingly.

Any Agreement/contract shall be binding upon the Parties together with their successors and assigns.

E. Termination: CSP/RIP or the Government may terminate the contract (1) in the event of the other Party’s material breach of this contract; provided that the breaching Party fails to cure the specific breach within thirty (30) days following receipt of written notice from the non-breaching Party specifying the purported breach; or (2) immediately if the Programs are material altered, suspended or ended. Upon termination, the CSP/RIP and the Government will have no further obligation to each other with respect to the terminated contract or terminated individual accounts except as described herein.

If termination applies to a contract that is currently enrolled with PJM by the CSP of record or NYISO by the RIP of record, then the Government or CSP/RIP must provide at least sixty (60) days prior notice of termination to the other party. Upon termination of an enrolled account(s), the party's respective obligations under this contract will cease. The CSP/RIP will still be required to make payments in full for the entire term the accounts were enrolled with PJM/NYISO and for which payment was received by the CSP/RIP.

SECTION C: SUBMISSION REQUIREMENTS

Offerors are required to submit the information outlined below so that the Government may make a relative determination of technical merits of the offeror without requesting additional information. Offeror’s are not required to bid on both Com Ed and Con Ed accounts. For purposes of Section C.1 below, CSPs should provide evidence of technical qualification for the PJM service territory only. RIP’s should provide evidence of technical qualification for the NYISO service territory only. Offerors interested in bidding in both markets should provide evidence of technical qualification for both the PJM and NYISO service territories.

C.1 EVIDENCE OF TECHNICAL QUALIFICATION

(b) Minimum Requirements: Failure to meet any of the following minimum requirements may constitute a technically unacceptable offer.

(1) That the offeror represents at least 5MW’s of load currently and has a minimum of one year of experience in managing customers in PJM/NYISO’s Demand Response programs. Offerors that do not meet this requirement will not be allowed to participate in this opportunity. Offeror’s should provide a narrative confirming they meet this requirement.

(2) That the offeror possesses experience providing demand response services to at least five (5) customers during the past 12 months with at least three (3) being located in the PJM/NYISO service territory. Offerors must provide the contact persons and telephone numbers for at least 3 of the customers provided for this item. Offeror’s should provide a narrative including the required contact information.

(3) That the offeror has the financial wherewithal to execute and support the transaction contemplated herein throughout the term of the contract, and employs risk management measures related to providing demand response services and has developed plans to supply the services required by this contract. Offeror’s should provide a narrative confirming their ability to execute on a contract with GSA.

(4) Offeror’s should complete and submit the Representations and Certifications located in Section E of this solicitation as well as Attachments 1 and 2 which are found at the end of this solicitation.

C.2 PRICE PROPOSALS

GSA will solicit pricing on January 26, 2012 from offeror’s whose technical qualifications are deemed technically acceptable. Pricing will be submitted through an internet based transaction platform provided by the team of World Energy Solutions Inc (WES) and Science Applications International Corporation (SAIC). Offeror’s will be required to hold their bids until 2:30 EST PM on the day of the auction in order to give GSA time to evaluate offers and decide whether to award a contract.

C.3 PRICING FOR COMMONWEALTH EDISON ACCOUNTS IN ILLINOIS

Offer Percentage: Percentage of gross payments will be based off of PJM’s Base Residual auction prices. The percentages entered into the platform will be based off of the Base Residual Auction (BRA) prices as published by PJM and listed in the table below:

DR Year BRA Price $/MW-Year

2012/2013 $6,006

2013/2014 $10,121

2014/2015 $45,797

The percent value entered into the platform will be the percent offeror’s will give the Government relative to the BRA price not the price at which capacity was acquired by the offeror (if different from BRA).

Pricing Example: If winning CSP offers to share x% of the gross PJM payments with the Government, and World Energy’s fee is y%, then x% of the PJM payments are to be shared with the Government and y% will be paid to World Energy by the CSP. The amount to be retained by the CSP is 100% - x% - y%.

Penalty for Non-Compliance: CSPs may reduce payment for non-performance or underperformance of the Government’s accounts. Such reduction can be no more than any reduction PJM applies to CSP for the

Government’s accounts. CSP shall warrant that the Government will have no out-of-pocket cash obligations with respect to penalties nor deficiency payments assessed by PJM for any under-performance or non-performance.

The Government will never be required to make a payment for under-performance.

C.4 PRICING FOR CONSOLIDATED EDISON ACCOUNTS IN NEW YORK

Offer Percentage: Percentage of gross payments will be based off of NYISO’s Strip market prices.

Pricing Example: If winning RIP offers to share x% of the gross NYISO payments with the Government, and World Energy’s fee is y%, then x% of the NYISO payments are to be shared with the Government and y% will be paid to World Energy by the RIP. The amount to be retained by the RIP is 100% - x% - y%.

Penalty for Non-Compliance: RIP’s may reduce payment for non-performance or underperformance of the Government’s accounts. Such reduction can be no more than any reduction the NYISO applies to RIP for the Government’s accounts. RIP shall warrant that the Government will have no out-of-pocket cash obligations with respect to penalties nor deficiency payments assessed by NYISO for any under-performance or non-performance.

The Government will never be required to make a payment for under-performance.

C.5 SUBMISSION OF PROPOSALS

In order to facilitate timely evaluation of offeror proposals, the Government will request and evaluate technical qualifications before submission of price proposals.

Evidence of Technical Qualification: Offerors must submit 1 original copy of the Evidence of Technical Qualification which includes the written narratives as specified in Section C.1, Section E - Offeror’s Representations and Certifications - Commercial Items (JAN 2005), Attachment 1 and Attachment 2. Proposals must be marked as RFP GS-00P-12-BSC-0873. Evidence of Technical Qualification must be received no later than 2:00 p.m. Eastern Standard Time on January 18, 2012 at the email address listed below. Email submissions of the Evidence of Technical Qualification are preferred and should be sent to lindal.collins@gsa.gov. Offerors must submit either 3 copies via overnight express or one PDF copy with blue ink signature of Standard Form 1449 which must also be received no later than 2:00 p.m. EST on January 18, 2012.

If offerors elect to send hard copies they must be sent to the following address:

U.S. GENERAL SERVICES ADMINISTRATION

Linda L. Collins Energy Division (PMA) 1800 F Street, NW Room 1343 Washington, DC 20405

Note: All questions must be submitted in writing and can be sent via electronic mail at: lindal.collins@gsa.gov or facsimile to the attention of Linda L. Collins at (202) 208-2849.

C.6 AUCTION SCHEDULE

SECTION D: EVALUATION FACTORS FOR AWARD

D.1 EVALUATION

The Government intends to award a contract(s) on the basis of the technically acceptable proposal(s) that will result in the highest revenue percentage split to the government for its capacity. Technically acceptable proposals will be those proposals that meet the requirements contained in Section C. Award may be made without negotiation of proposals. Multiple awards (e.g. different account groups awarded to different offerors) as a result of this solicitation will be considered and are contemplated. Therefore, offerors are requested to initially submit proposals to the Government on the most favorable terms from a price, capability, and responsibility standpoint.

The Government may, at its discretion and for any reason, choose not to make award or request that offerors re-price this solicitation's requirements at a later date.

D.2 BASIS FOR AWARD

It is the intent of the Government to award a contract(s) to the CSP(s) offering the highest revenue percentage split to the government for its capacity over the contract term.

D.3 FINAL CONTRACT TERMS

If the Government makes an award based on the results of the forward auction, the final contract between GSA and the winning offeror will be made up of the Form 1449 (first page of this contract) signed by both parties, this solicitation and all terms included herein, a screen shot of the winning revenue percentage split as bid on the World Energy platform, and an award letter specifying the revenue percentage split to the Government based on the auction results.

SECTION E: REPRESENTATIONS AND CERTIFICATION

52.212-3 Offeror Representations and Certifications—Commercial Items.

As prescribed in 12.301(b)(2), insert the following provision:

OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS (JAN 2011)

An offeror shall complete only paragraph (b) of this provision if the offeror has completed the annual representations and certifications electronically at http://orca.bpn.gov. If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (c) through (o) of this provision.

(a) Definitions. As used in this provision—

“Forced or indentured child labor” means all work or service—

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

“Inverted domestic corporation” means a foreign incorporated entity which is treated as an inverted domestic corporation under 6 U.S.C. 395(b), i.e., a corporation that used to be incorporated in the United States, or used to be a partnership in the United States, but now is incorporated in a foreign country, or is a subsidiary whose parent corporation is incorporated in a foreign country, that meets the criteria specified in 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

“Manufactured end product” means any end product in Federal Supply Classes (FSC) 1000-9999, except—

(1) FSC 5510, Lumber and Related Basic Wood Materials;

(2) Federal Supply Group (FSG) 87, Agricultural Supplies;

(3) FSG 88, Live Animals;

(4) FSG 89, Food and Related Consumables;

(5) FSC 9410, Crude Grades of Plant Materials;

(6) FSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) FSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) FSC 9610, Ores;

(9) FSC 9620, Minerals, Natural and Synthetic; and

(10) FSC 9630, Additive Metal Materials.

“Place of manufacture” means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

“Restricted business operations” means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and

Divestment Act of 2007) conducting the business can demonstrate—

(1) Are conducted under contract directly and exclusively with the regional government of southern Sudan;

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the

Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended.

“Service-disabled veteran-owned small business concern”—

(1) Means a small business concern— https://www.acquisition.gov/far/current/html/Subpart%2012_3.html#wp1084399 http://orca.bpn.gov/ http://uscode.house.gov/ http://uscode.house.gov/

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

“Small business concern” means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and size standards in this solicitation.

“Veteran-owned small business concern” means a small business concern—

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

“Women-owned business concern” means a concern which is at least 51 percent owned by one or more women;

or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

“Women-owned small business concern” means a small business concern—

(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

(b)

(1) Annual Representations and Certifications. Any changes provided by the offeror in paragraph (b)(2) of this provision do not automatically change the representations and certifications posted on the Online Representations and Certifications Application (ORCA) website.

(2) The offeror has completed the annual representations and certifications electronically via the ORCA website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror verifies by submission of this offer that the representations and certifications currently posted electronically at FAR 52.212-3, Offeror

Representations and Certifications—Commercial Items, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs ______________.

[Offeror to identify the applicable paragraphs at (c) through (o) of this provision that the offeror has completed for the purposes of this solicitation only, if any.

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