2013R3 R7_Demand_Response_Solicitation.docx

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-13-BSC-0

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NO.

GS-00P-13-BSC-0957

6. SOLICITATION ISSUE DATE

04/09/13 /11

7. FOR SOLICITATION

INFORMATION CALL

(202) 708-9881

8. OFFER DUE DATE LOCAL TIME

See Section C

9. ISSUED BY COD

U.S. General Services Administration Energy Division (PMAA) 1800 F Street, NW Room 1337 Washington, DC 20405

UNRESTRICTED

|_| SET ASIDE: 100 % FOR

|_| SMALL BUSINESS

DESTINATION UNLESS BLOCK IS MARKED

SEE SCHEDULE

UNDER DPAS (15 CFR 700)

NAIC:

SIZE STD:

15. DELIVER TO CODE

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

CODE

U.S. General Services Administration 1800 F Street, NW Room 1337 Washington, D.C. 20405

18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO.

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) x27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA x 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.

X

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

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

31c. DATE SIGNED

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT FOR

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

Table of Contents

SECTION A: SCOPE OF WORK

A.1 GENERAL TERMS

The Government is seeking competitive bids from qualified Curtailment Service Providers (CSPs) / Qualified Scheduling Entities (QSEs) for its facilities in the Baltimore Gas and Electric (BGE), Pennsylvania Electric Company (PECO), Public Service Electric and Gas Company (PSE&G), Delmarva Power (DP) and Energy Reliability of Texas (ERCOT) service territories.

The accounts in the ERCOT territory 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 BGE, PECO, PSEG, and DP territories and one to the QSE that provides the highest revenue percentage split to the Government for its capacity in ERCOT.

A.2 SCOPE OF WORK FOR REGION 3 ACCOUNTS IN BGE, PECO, PSEG, DP SERVICE TERRITORIES The General Services Administration’s Region 3 sites (GSA-R3) are seeking competitive bids from qualified Curtailment Service Providers (CSPs) for participation in the Pennsylvania, Jersey, Maryland Power Pool‘s (PJM) Reliability Pricing Model (RPM) “Limited” demand response program for twelve (12), twenty-four (24) and thirty-six (36) month terms beginning June 1, 2013 or September 1, 2013. See the auction schedule for specific start dates.

The General Services Administration’s Region 3 GSA – (R3) sites are not currently participating in the PJM-RPM Demand Response program. They believe they will be able to reduce their load for sites located in the BGE, PECO, PSEG and DP service territories in the first contract year by a total of 565 kW’s 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 8 separate utility accounts that include 8 individual buildings.

Yearly nominations are likely to change due to changing conditions at each building including but not limited to identification of additional load that can be shed, over-compliance during “tests” or “events”, addition of other buildings to participate in the program, 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-R3 shall mutually agree on each year’s load reduction or increase prior to June 1st 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-R3:

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 BGE, PSEG, PECO, and DP 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 and should be considered when placing bids for Demand Response (DR) services.

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 at DRperform@worldenergy.com. Notification shall adhere to the then-current PJM rules.

f. Reporting – CSP shall provide the Government and World Energy 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-R3 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-R3 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 ERCOT ACCOUNTS IN TEXAS

The General Services Administration’s Region 7 sites (GSA-R7) are seeking competitive bids from Qualified Scheduling Entities (QSEs) for participation in the Energy Reliability Council of Texas (ERCOT) Emergency Response Service (ERS) demand response program for twelve (12), twenty-four (24) and thirty-six (36) month terms beginning on June 1st, 2013.

GSA-R7 is nominating 5 of its largest buildings for initial participation in the ERS program. These buildings are located behind the CenterPoint (1 account), and Oncor (4 accounts) territories. GSA-R7 has a total of 81 buildings in their portfolio and they all have a comprehensive BMS system in place that is tied to one central location in Fort Worth.

None of these facilities have participated in the ERS program before. Load that will be reduced shall be by curtailment, no backup generation will be used. Each site in this RFP can shed at least 100kW’s. For purposes of this procurement, GSA-R7 is interested in working with a QSE that will also help identify load in their other sites which may lead to an exponential increase in kW’s nominated into the market in future enrollment periods.

GSA – R7 would like the enrollment hours to encompass:

Four month Contract Period:

****GSA-R7, at their sole discretion and with 3 months’ advance notice to the winning QSE may opt. to switch from an ERS participant to a Load Resource participant (LR) at any time during the term of this Agreement. Enrollment periods are defined as June-Sept., Oct-Jan., and Feb.–May.

****GSA-R7 may also desire to participate in other types of Demand Response programs that currently are or may become available from ERCOT in the future.

Yearly nominations are likely to change due to changing conditions at each building including but not limited to identification of additional load that can be shed, over-compliance during “tests” or “events”, addition of other buildings to participate in the program, 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 QSE and GSA-R7 shall mutually agree on each enrollment period load reduction or increase at least 2 months prior to each enrollment period’s deadline.

The winning QSE will be responsible for providing the following services to GSA-R7:

a. ERCOT Enrollment - QSE shall be responsible for enrolling and bidding the Government’s accounts into the ERS Program with ERCOT under the then current market rules. QSE shall collect all necessary enrollment data from the Government to complete the QSE enrollment process. There will be no enrollment costs of any kind to the Government.

b. Curtailment Plan - QSE 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 QSE 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 QSE market, the winning QSE 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 QSE will present the findings to the Contracting Officer Representative (COR) and Contracting Officer (CO). Upon the GSA R7’s concurrence of curtailment plan, the QSE will enroll GSA R7’s facilities in the next available enrollment period.

c. Metering - Interval usage data may not be available from the ERCOT utilities for the winning QSE. QSE may need to install interval meters for the facilities to successfully participate in ERCOTS ERS Demand Response Program. Should QSE desire to install metering or communications equipment at the Government’s facility, it shall be done so at no expense to the Government and should be considered when placing bids for Demand Response (DR) services.

d. Any shadow meters or other metering devices, communication devices and methods of installation provided by the QSE 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 the GSA R7’s IT backbone and shall NOT interface with GSA R7’s IT backbone in any way.

e. Notification - QSE will notify the Government of ERS test or actual events with no less than ten minutes’ 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 ERCOT rules.

f. Reporting – QSE shall provide the Government and World Energy 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 – R7 will provide the following services to the winning QSE:

a. The Government will assist QSE with the provision of the necessary data to enroll the Government’s specified accounts with ERCOT. GSA – R7 will provide a Letter of Authorization (LOA) to obtain usage data.

b. The Government will use good faith efforts to assist QSE 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 full compensation, GSA – R7 is obligated, within 10 minutes’ notice of an Event, to reduce electric load by 500 kW’s over 5 enrolled sites. A 10 minute deployment period begins when QSE’s receive a call from ERCOT. GSA – R7 must meet their performance criteria within 10 minutes of receiving this call. Performance is measured on baseline kW commitment and baseline assignment. EILS resources must keep their committed load off until released. As per ERCOT rules, there will never be more than 2 “Events” per contracting period which is defined as June-Sept., Oct.-Jan., and Feb.-May.

Prior to enrollment with ERCOT, the Government and the winning QSE 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 QSE through the forward auction for the adjusted load reduction quantity agreed upon. In the event that the ERCOT rules change over the course of the Agreement between the Government and QSE, 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

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

1. GSA - Garmatz Courthouse – Baltimore, MD 21201 BGE Account # 0944502000 = 75kW’s

2. GSA - GH Fallon Fed. Building – Baltimore, MD 21201 BGE Account # 4307511000 =80kW’s

3. GSA - JC Boggs Fed. Bldg – Wilmington, DE 19801 DP Account # 9232012000 =40kW’s

4. GSA – Byrne Green Complex – Philadelphia, PA 19106 PECO Account # 0105200504 =120kW’s

5. GSA – Phil. Customhouse – Philadelphia, PA 19106 PECO Account # 8396400304 = 50kW’s

6. GSA – RN Nix Building – Philadelphia, PA 19107 PECO Account # 4372601208 = 50kW’s

7. GSA – Cohen Complex – Camden, NJ 08101 PSEG Account # 4200532107 = 70kW’s

8. GSA – Fisher Complex – Trenton, NJ 08608 PSEG Account # 4200532107 = 80kW’s

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

1. GSA – 1 Justice Park Drive – Houston TX 77002 CenterPoint Account # 1008901011900041640107 = 100 kW’s

2. GSA – 1100 Commerce St. – Dallas TX 75242 Oncor Account # 10443720002966895 = 100 kW’s

3. GSA – 501 Felix Street – Ft. Worth, TX 76115 Oncor Account # 10443720002870336 = 100 kW’s

4. GSA – 819 Taylor St. – Ft. Worth TX 76102 Oncor Account # 10443720002601473 = 100 kW’s

5. GSA – 4050 Alpha Rd. – Farmers Branch TX 75244 Oncor Account # 1044372000136880 = 100 kW’s

A.5 BIDDING PROCESS

GSA will collect all pricing for this procurement and will utilize an internet based transaction platform provided by World Energy Solutions Inc. (WES). 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/QSE 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 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/QSE not later than 45 days prior to the expiration of the contract or any extension thereof. However, nothing precludes the CSP/QSE 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 QSEs shall be made no later than Quarterly after receipt of ERCOT payments. The initial payment shall be made no later than ninety days after the initial ERCOT 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 QSE shall provide reasonable, written documentation of the calculation of any reduction.

Both CSPs and QSEs 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/QSE 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/QSEE. 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/QSE 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/QSE to perform its obligations under this Contract. CSP/QSE agrees to process diligently all applications, permits, or reports required.

A.11 AUTHORIZED USERS

This contract, through the GSA/PBS Energy Division, is for the use of all Federal agencies; 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 fulfill their requirements under this contract through the Energy Division.

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/QSE 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/QSE 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 Division.

The Contracting Officer for this contract is:

1800 F Street, NW Room 1337 Washington, D.C.20405

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

John Tegan (3PMFB) Telephone No.: (215) 446-4809Building Management Specialist Facility Operations & Technologies Section Email:john.tegan@gsa.gov 20 N 8TH ST Room: 8th Floor Philadelphia PA 19107-3101

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

Mark Trimarchi (7PMD) Telephone No.: (817) 978-2553 Mechanical Engineer Email: mark.trimarchi@gsa.gov 819 Taylor St. Room 12B Fort Worth, TX 76102-6124

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/QSE 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/QSE 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/QSE 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/QSE has not received payment from PJM/ERCOT.

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/QSE 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.

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) ERCOT Program – The Government desires to participate in the ERCOT Emergency Response Service (ERS) demand response program per ERCOT market rules at www.ercot.com. The QSE agrees to manage the Government’s participation in the Programs. The QSE 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 ERS Agreement/contract and all ERCOT requirements. If necessary, the QSE 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 QSE shall make payments to the Government as set forth, below.

SECTION B: TERMS AND CONDITIONS

A. Limitation of Liability: Except for the indemnification obligations set forth in the Indemnity clause, CSP/QSE’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/QSE 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/QSE or its employees in the performance of this contract. The CSP/QSE 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/QSE (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 MD for the Baltimore Gas and Electric (BGE) accounts, the State of Pennsylvania for the Pennsylvania Electric Company (PECO) and Public Service Electric and Gas Company (PSEG) accounts as well as the State of Delaware Delmarva Power (DP) accounts and finally the State of Texas’s CenterPoint and Oncor accounts.

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/QSE. Any contract or Agreement resulting from a demand response auction shall contain the entire Agreement between the Government and CSP/QSE 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/QSE 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 materially altered, suspended or ended. Upon termination, the CSP/QSE 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 ERCOT by the QSE of record, then the Government or CSP/QSE 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/QSE will still be required to make payments in full for the entire term the accounts were enrolled with PJM/ERCOT and for which payment was received by the CSP/QSE.

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 PJM and ERCOT accounts. For purposes of Section C.1 below, CSPs should provide evidence of technical qualification for the PJM service territory only. QSE’s should provide evidence of technical qualification for the ERCOT service territory only. Offerors interested in bidding in both markets should provide evidence of technical qualification for both the PJM and ERCOT 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 two years of experience in managing customers in PJM/ERCOT’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 or ERCOT service territories. Offerors must provide the contact persons and telephone numbers for a combined total of 3 customers located in the PJM and/or ERCOT service territories. 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.

(5) Offeror should specify whether they are planning on bidding on PJM accounts, ERCOT accounts or both.

C.2 PRICE PROPOSALS

GSA will solicit pricing on April 30, 2013 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 PJM ACCOUNTS

Offer Percentage for Baltimore Gas and Electric Accounts (BGE): 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:

Offer Percentage for Pennsylvania Energy Company (PECO), Delmarva Power Company (DP) & Public Service Electric & Gas (PSE&G) sites: 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:

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. Any instances of under-performance shall be documented and reported to the Government and World Energy within 30 days of occurrence.

C.4 PRICING FOR ERCOT ACCOUNTS IN TEXAS

Offer Percentage: Percentage of gross payments will be based off payments received from ERCOT for each site’s participation.

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

Penalty for Non-Compliance: QSE’s may reduce payment for non-performance or underperformance of the Government’s accounts. Such reduction can be no more than any reduction the ERCOT applies to QSE for the Government’s accounts. QSE shall warrant that the Government will have no out-of-pocket cash obligations with respect to penalties nor deficiency payments assessed by ERCOT for any under-performance or non-performance. The Government will never be required to make a payment for under-performance. Any instances of under-performance shall be documented and reported to the Government and World Energy within 30 days of occurrence.

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 April 22, 2013 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 April 22, 2013.

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 1337 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/QSE(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 (Dec 2012) An offeror shall complete only paragraph (b) of this provision if the offeror has completed the annual representations and certifications electronically via https://www.acquisition.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— “Economically disadvantaged women-owned small business (EDWOSB) concern” means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

“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”, as used in this section, 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). An inverted domestic corporation as herein defined does not meet the definition of an inverted domestic corporation as defined by the Internal Revenue Code at 26 U.S.C. 7874.

“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.

“Sensitive technology”—

(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically—

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic Powers Act (50 U.S.C. 1702(b)(3)).

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

(1) Means a small business concern—

(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.

“Subsidiary” means an entity in which more than 50 percent of the entity is owned—

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

“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…