ESPC IV AMENDMENT 0004_W912DY24R0002_5 JUNE 2024.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF

CONTRACT

1. CONTRACT ID CODE

J

PAGE OF PAGES

1 142

2. AMENDMENT/MODIFICATION NO.

3. EFFECTIVE DATE

5 June-2024

4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY CODE W912DY 7. ADMINISTERED BY (If other than item 6)

CO

DE

US ARMY ENGINEERING & SUPPORT

CENTER HUNTSVILLE ENGINEERING &

SUPPORT CENTER PO BOX 1600

HUNTSVILLE AL 35807

See Item 6

8. NAME AND ADDRESS OF CONTRACT OR (No., Street, County, State and Zip Code) X

9A. AMENDMENT OF SOLICITATION

NO.

W912DY24R0002

X

9B. DATED (SEE ITEM 11)

12-Apr-2024

10A. MOD. OF CONTRACT /ORDER NO.

10B. DATED (SEE ITEM 13)

CODE FACILITY CODE

11. T HIS ITEM ONLY APPLIES TO AMENDMENT S OF SOLICIT ATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer is extended, x is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one ofthe following methods:

(a) By completing Items 8 and 15, and returning 1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR

ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND

DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegramor letter, provided each telegramor letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNT ING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT

S/ORDERS. IT MODIFIES THE CONTRACT /ORDER NO. AS

DESCRIBED IN ITEM 14. A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE

MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

B. T HE ABOVE NUMBERED CONTRACT /ORDER IS MODIFIED TO REFLECT THE ADMINIST RATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORT H IN ITEM 14, PURSUANT TO THE AUT HORIT Y OF FAR 43.103(B).

C. T HIS SUPPLEMENT AL AGREEMENT IS ENTERED INTO PURSUANT TO AUT HORIT Y OF:

D. OTHER (Specify type of modification and authority)

E. IMPORT ANT : Contractor is not, x is required to sign this document and return 1 copies to the issuing office.

14. DESCRIPT ION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this amendment (0004) is to provide a revision to the solicitation. Changes are highlighted in green for ease of identification; however, it is the contractor’s responsibility to review the amendment in its entirety for any revisions. The proposal due date remains unchanged. The contractor is to sign the solicitation and all amendments and provide with their proposal. No additional changes apply. The point of contact for this amendment is Tamikah DuBose McWilliams at 256-895-

1360 or Tamikah.McWilliams@usace.army.mil.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONT RACTING OFFICER (Type or print)

TEL: EMAIL:

15B. CONT RACT OR/OFFEROR

(Signature of person authorized to sign)

15C. DATE SIGNED 16B. UNIT ED STATES OF AMERICA

BY

(Signature of Contracting Officer)

16C. DATE SIGNED

mailto:Tamikah.McWilliams@usace.army.mil

W912DY24R0002

Section A - Solicitation/Contract Form

EXECUTIVE SUMMARY

A.1. OBJECTIVE: The purpose of this acquisition is to allow agencies to accomplish energy savings projects for its facilities without up-front capital costs and without special Congressional appropriations to pay for the improvements.

An Energy Savings Performance Contracts (hereby referred to as ESPC) is a partnership between a federal agency and a private contractor, also known as an Energy Service Company (ESCO). In this document the words ESCO and contractor(s) are used synonymously.

A.2. CONTRACT TYPE: The U.S. Army Corps of Engineers, Engineering and Support Center, Huntsville (CEHNC) intends to award an unrestricted, firm-fixed price (FFP), indefinite delivery indefinite quantity (IDIQ), multiple award task order contract (MATOC) with a small business reserve. The work will be performed at multiple locations throughout the United States (U.S), including Alaska and Hawaii, and other outlying areas (as defined by Federal

Acquisition Regulation (FAR) 2.101), as well as foreign jurisdictions outside the Continental U.S to include: Australia, Bahrain, Belgium, Germany, Honduras, Japan, Republic of Korea-South, Kuwait, Marshall Islands, Netherlands, Norway, Philippines, Poland, Saudi Arabia, United Arab Emirates, Greece, Portugal, and United Kingdom. Other foreign jurisdictions outside the Continental United States may be added to the geographic scope of the base MATOC if deemed appropriate after an analysis of relevant statutes and regulations, including the Competition in Contracting

Act (CICA Act), and approval of a FAR Part 6 Justification and Approval (J&A) for an out-of-scope change if appropriate, and analysis of international agreement terms between the United States and the respective foreign jurisdiction.

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable laws, codes, and regulations, including all applicable Host

Nation requirements for work performed in foreign locations, in connection with the execution of the work. It shall be similarly responsible for all damages to persons or property that occur as a result of his fault or negligence. It shall take proper safety and health precautions to protect the work, the workers, the public, and the property of others. It shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of the work thereof which theretofore may have been accepted. In foreign locations (e.g.

Korea and Germany), where portions of the work included in the Contractor’s proposed energy conservation measures are considered by the Host Nation to constitute construction which must be performed separately in accordance with the applicable Host Nation laws and international agreements, the Contracting Officer will determine whether such work may be executed under this MATOC, descoped from the project, or executed under a separate contract vehicle .

However, the ESCO shall continue to do the preliminary assessment to capture work that is needed at the location. See

Section H of this document for additional information.

The applicable North American Industry Classification System (NAICS) code for this acquisition is 541330 (Exception

2) – Contracts and Subcontracts for Engineering Services Awarded Under the National Energy Policy Act of 1992, with a small business size standard of $47M. The applicable Product Service Code (PSC) is R425 – Support, Professional; Engineering/Technical. The MATOC ordering period is a 5-year base period with one 5-year option for a total of 10 years. The statutory performance period for each task order (TO) shall not exceed 25 years starting from the date of TO award.

A.3. CONTRACT CAPACITY: The total shared capacity for the MATOC is $3 Billion over a period of up to 10-years

(if all options are exercised) for this acquisition. Values provided under the CLINs represent the estimated capacity only and the Government reserves the unilateral right to reallocate capacity between CLINs and performance periods, as necessary. FAR 52.232-18, Availability of Funds applies to this acquisition.

A.4. ON-RAMP/OFF-RAMP Procedures: Refer to Section H

A.5 DORMANT STATUS: Due to extenuating circumstances (not related to performance), contractors can request to be placed in a dormant status. Contractors in dormant status cannot compete in new TO solicitations; however, they may continue to work on awarded TOs. Dormant status is granted for a defined finite time period, after which it will lift, and the contractor will be expected to compete for subsequent TOs. A contractor who is in dormant status cannot be “Off-Ramped.”

A.6. CONTRACT AUTHORIZATION: The authorized ordering office is CEHNC. No other agencies are authorized to issue orders against the resulting MATOC, except that other USACE district contracting offices may be delegated ordering authority, in which case, an advance written notice will be given to the contractors. The Contracting Officer may issue an order in writing, by facsimile, or by electronic methods, at his/her discretion.

Only a warranted Contracting Officer duly assigned to this contract and acting within his or her appointed limits has the authority to issue modifications or otherwise change the terms and conditions of this contract. If any individual other than the Contracting Officer attempts to make changes to the terms and conditions of this contract, the ESCO shall not proceed with the change and shall immediately notify the Contracting Officer. Any unauthorized change work will be at the ESCO’s risk.

A.7. SOLICITATION REQUIREMENTS/INFORMATION: Proposal submission shall be submitted per the instructions at Section L. There will be no preproposal conference or site visits for this solicitation; however, questions relative to this solicitation shall be submitted IAW with the instructions in Section L. Competition for inclusion in the

MATOC suite will be sought, promoted, and sustained by querying the SAM, synopsizing proposed actions, and posting the solicitation in the Government-wide point of entry website (https://sam.gov/). Offerors must be registered in

SAM to be eligible for award IAW FAR 52.204-7. In the event there are staggered awards during the MATOC award, later awarded contracts will have an initial period of performance that will be less than the full base period in duration and will end on the same date as all other MATOC awardees. Offerors shall post questions and/or comments using

ProjNet per instructions stated in Section L, Paragraph C.

A.8. GUARANTEED MINIMUM (GM). There is a GM for this IDIQ MATOC with specific instructions (refer to

Section B, Contract Line Item Number (CLIN) 0002 and Section H.30, Guaranteed Minimum).

Section B - Supplies or Services and Prices

Section B will remain blank during the solicitation. The section will be completed in its entirety at time of contract award by the Contracting Officer. Capacity is shared between MATOC holders. Individual capacities will not be assigned to each contract.

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 UNDEFINED

ESPC Service

FFP

Base Period - The Energy Service Company (ESCO) conducts a comprehensive energy audit for federal facilities and identifies, designs, and constructs energy savings project, using third-party funding. The ESCO guarantees that the installed energy conservation measure(s) (ECMs) will generate cost savings sufficient to pay for the project over the term of the contract. ESCO’s are paid from the actual savings generated by the projects and once the contract ends, title to any installed

ECMs and all subsequent cost savings go to the agency. The performance period is 5 years from the date of award.

FOB: Destination

PSC CD: R425

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

0002 UNDEFINED

Service Contract Reporting (SCR)

FFP

Base Period – Not separately priced. Pursuant to DFARS 252.204-7023, the

Contractor shall report on the services performed (including any first-tier subcontracts) under this contract at https://sam.gov. The reporting period will be the period of performance not to exceed 12 months ending 30 September of each

Government Fiscal year and must be reported by 31 October of each calendar year.

NSP

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0003 1 Each

Guaranteed Minimum

FFP

The Government's minimum guarantee of $1000.00 extends throughout the base period. There is no minimum guarantee for the optional ordering period. Funding for this minimum guarantee will be obligated on the first task order and will remain available during the entire base year of the IDIQ. (NOTE: This is a minimum ordering amount; not a minimum payment). Following payment under task order award(s) during the entire period of performance in an amount meeting/exceeding the minimum guarantee of $1000.00. This is considered satisfaction of the minimum guarantee, and the agency, upon payment of the

$1000.00 under said task order(s) will de-obligate this minimum guarantee under this line item. CLIN PoP is from the time of award until the end of the base ordering period.

UNIT UNIT PRICE MAX AMOUNT

1001 UNDEFINED

OPTION ESPC Service

FFP

Option Period - The Energy Service Company (ESCO) conducts a comprehensive energy audit for federal facilities and identifies, designs, and constructs energy savings project, using third-party funding. The ESCO guarantees that the installed energy conservation measure(s) (ECMs) will generate cost savings sufficient to pay for the project over the term of the contract. ESCO’s are paid from the actual savings generated by the projects and once the contract ends, title to any installed

ECMs and all subsequent cost savings go to the agency. The period of performance is 5 years from the time the option is exercised.

MAX

UNIT UNIT PRICE MAX AMOUNT

1002 UNDEFINED

OPTION Service Contract Reporting (SCR)

FFP

Option Period – Not separately priced. Pursuant to DFARS 252.204-7023, the

Contractor shall report on the services performed (including any first-tier subcontracts) under this contract at https://sam.gov. The reporting period will be the period of performance not to exceed 12 months ending 30 September of each

Government Fiscal year and must be reported by 31 October of each calendar year.

UNIT UNIT PRICE MAX AMOUNT

2001 UNDEFINED

OPTION ESPC Service - Option to Extend Services

FFP

52.217-8 Option to Extend Services. Informational CLIN. The Energy Service

Company (ESCO) conducts a comprehensive energy audit for federal facilities and identifies, designs, and constructs energy savings project, using third-party funding. The ESCO guarantees that the installed energy conservation measure(s)

(ECMs) will generate cost savings sufficient to pay for the project over the term of the contract. ESCO’s are paid from the actual savings generated by the projects and once the contract ends, title to any installed ECMs and all subsequent cost savings go to the agency. The option provision may be exercised more than once, but the total extension of performance thereunder shall not exceed 6 months from the time the option is exercised. The Government may extend the period in accordance with terms in FAR Clause 52.217-8, Option to Extend Services and

FAR 37.11 Extension of Services.

UNIT UNIT PRICE MAX AMOUNT

2002 UNDEFINED

OPTION Service Contract Reporting (SCR) – Option to Extend Services

FFP

52.218-8 Option to extend Services - Not separately priced. Informational CLIN

– Pursuant to DFARS 252.204-7023, the Contractor shall report on the services performed (including any first-tier subcontracts) under this contract at https://sam.gov. The reporting period will be the period of performance not to exceed 12 months ending 30 September of each Government Fiscal year and must be reported by 31 October of each calendar year. The option provision may be exercised more than once, but the total extension of performance thereunder shall not exceed 6 months from the time the option is exercised. The Government may extend the period in accordance with terms in FAR Clause 52.217-8, Option to

Extend Services and FAR 37.11 Extension of Services.

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$1000.00 $3,000,000,000.00

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

Section C – Descriptions and Specifications

(14 November 2023)

C.1 GENERAL REQUIREMENTS/PROJECT SCOPE

C.1.1 The purpose of this ESPC Multiple Award Task Order Contract (MATOC) is to acquire energy and water conservation services, reduce energy or water consumption and associated utility costs, and reduce energy and water- related operations and maintenance (O&M) costs, as specified in each associated Task Order (TO). ESPCs are used to obtain energy and/or water cost and/or energy unit savings through the implementation of various energy and/or water conservation measures (ECMs). As part of and in addition to achieving energy savings, ESPCs may enhance the security and the resilience of energy and water systems, modernize infrastructure, and improve mission assurance through technologies including but not limited to distributed generation and energy storage technologies, continual/ongoing commissioning, and other technologies listed in Section J, Attachment 2, ESPC Technology

Categories. O&M and repair and replacement (R&R) savings must be related to the ECM, that is, costs avoided by implementation of the ECM. The implementation period is the period between the date of TO award and the date that all ECMs are installed/implemented by the contractor and operational and accepted by the Government.

Although the focus of this contract is to obtain energy and/or water cost and/or energy unit savings, there are no proportional requirements with respect to the various types of energy, water and related savings that can be achieved through an ESPC project (e.g., energy and water savings could be less than O&M savings). The Energy Service

Company (ESCO) shall be responsible for providing all personnel, facilities, equipment, materials, supplies, and services to install energy and water conservation projects and renewable energy projects and provide O&M, R&R, and measurement and verification (M&V) as specified in each TO. The TO project guaranteed annual cost savings must be verified and documented annually via M&V.

C.1.2 This MATOC may be used by Federal agencies for all Federally-owned buildings and facilities and, in some instances, to non-Federally owned buildings and facilities as permitted by 42 U.S.C. § 8287c (2), in accordance with the procedures established in this MATOC.

C.1.3 All provisions throughout this MATOC shall flow to the task order level. Additional site- specific provisions may be added at the task order level.

C.1.4 The Government may, at any time, and at its sole discretion, revise the guidance documents, templates, and project systems referenced in this MATOC to facilitate effective and efficient administration of the MATOC over the entire period of performance. If the revision(s) increase the cost or unduly delay participation in or performance of future and/or ESPC projects in development, the ESCO must notify the Government within 15 calendar days of the revision(s) notification.

C.1.5 Establish and maintain Administrative and Permanent Record files for projects in formats required in the project task order.

C.2 ENERGY CONSERVATION MEASURES (ECMs)

C.2.1 ECM TECHNOLOGY CATEGORIES (TCs) - This MATOC and associated TOs require the ESCO to possess the capability to implement ECMs that reduce energy and water consumption or costs, increase renewable energy use, and can reduce energy and water-related O&M and R&R costs. ECMs include measures to increase energy efficiency of energy-consuming systems and to reduce water consumption. ECMs may also include measures that improve the efficiency of energy production systems that generate electrical and/or thermal energy. A list of sample

ECM TCs that may be considered during the development of a TO project is provided in Section J, Attachment 2.

Particular emphasis should be placed on assessment of renewable energy, resilience, and security opportunities. This

MATOC may be modified in the future to add ECMs that are not specifically identified. Therefore, the ESCO is encouraged to seek out all energy conservation opportunities present. The Army is aggressively pursuing climate change solutions in alignment with the White House, the Office of the Secretary of Defense, and Army, by reducing carbon footprint (reported as life cycle and/or Scope 1, 2, and 3 emissions). ECMs shall be adaptable to contribute towards meeting the Army's climate solutions.

C.2.2 Restrictions on ECMs - Restrictions on ECMs will be identified by the government during the project development process and prior to award of a Task Order.

C.2.3 Additional support work - As a result of implementing ECMs, there may be additional or incidental work that is necessary, such as wall painting or ceiling tile replacement. This work may be accomplished by the ESCO as a part of the TO if the KO determines it is in the best interest of the government..

C.3 FACILITY PERFORMANCE REQUIREMENTS OF ECMs

Installed ECMs shall comply with the standards of service required for facilities as specified in each TO. The standards of service may include acceptable temperature and humidity ranges, allowable setbacks, noise levels/maximum decibels, air quality parameters, lighting levels, and other related factors, as agreed to between the

Government and the ESCO. At a minimum, where automated controls of lighting or environmental conditions are to be installed, the Government must have the ability to, or direct the ESCO to, respond within a specified time to temporarily override the HVAC, and lighting systems.

C.4 MEASUREMENT AND VERIFICATION (M&V) OF ECM PERFORMANCE

C.4.1 The ESCO shall prepare an annual M&V report, consistent with the procedures and guidelines in the Federal

Energy Management Program (FEMP) M&V Guidelines: Measurement and Verification for Federal Energy

Projects current as of the date of the report, to verify that the energy savings agreed to in the task order have been achieved and confirm that sufficient energy cost savings have been generated to meet the established legal requirements for payment under an ESPC.

C.4.1.1 Estimated Energy Savings. These are the savings that are calculated as the difference between the baseline conditions before the TO has been awarded and the expected conditions after the TO has been fully implemented.

Savings can be energy, water, consumption, Operations, Maintenance, Repair, and Replace (OMRR), or cost related.

C.4.1.2 Guaranteed Energy Savings or Guaranteed Annual Cost Savings identify the amount of annual cost savings the ESCO is willing to guarantee based on the specifics of the proposed projects. Both ESCO and Government risks and responsibilities shall be taken into consideration when agreeing to an acceptable Guaranteed Energy Savings level for the proposed project.

C.4.1.3 Verified Energy Savings take into consideration all of the assumptions, stipulations, terms, conditions, and escalation factors etc. that are included in the contract and the task order in order to calculate the energy savings.

This calculation is to assure that all the obligations of the ESCO and the Government are being met so that a task order complies with statutory and regulatory requirements and the payments can be made.

C.4.1.4 RESERVED

C.4.1.5 Actual Energy Savings take into consideration current conditions of the Task order ECMs and are not bound by the contractual agreement. The Actual Savings include appropriate adjustments due to any changes in project scope, usage, and other mission and progress changes in order to obtain the most accurate indication of the actual energy savings generated by the project. Actual Savings shall be derived by the most economically feasible method so as not to adversely overburden the project. This can be achieved as simply as using the available metered information, depending on ECMs, and using the Current Utility Rates as opposed to the contractually agreed upon escalated utility rates to calculate the savings. All other current annual real data that is readily available should also be used in calculating these savings to generate an accurate most economically justifiable picture of the project that was implemented.

C.4.1.6 As part of the annual M&V report the ESCO will be using the Federal Energy Management Program

(FEMP) Annual Performance Period reporting template and include the above savings information. The Actual

Energy Savings data should be included using the same template format to present the data.

C.4.1.7 During the annual review process, the ESCO shall specifically note the changes that have occurred from the baseline conditions such as the current applicable utility costs, building demolitions, mission changes, etc. These changes should be applied to the project in order to obtain the most accurate indication of the actual energy savings generated by the project.

C.4.1.8 The TO project energy savings will be evaluated as a whole, so that even when one ECM does not meet its projections, if when totaled together the aggregate Verified Energy Savings from all ECMs are sufficient to cover

Guaranteed Energy Savings, then the Guaranteed Energy Savings will be considered as having been met. ESPC task orders can have multiple phases, which are executed as separate but related projects. M&V should be combined after the implementation of the last phase.

C.4.1.9 The M&V report should include descriptions of the ESCO’s efforts to optimize equipment and energy savings performance to maximize savings of the installed ECMs. Attention to this detail should be reported, along with supporting data, on CPARS reviews to justify higher performance ratings.

C.4.2 Every TO modification awarded adding additional ECMs shall include a site-specific M&V plan that specifies the M&V requirements and procedures that shall apply to the TO modification based on various factors, such as type of ECMs, projected value of energy savings, certainty/uncertainty of savings being achieved, and the intended risk allocation between the Government and the ESCO, in accordance with Data Item Description (DID) 015, M&V

Report. An M&V plan outline can be found in Appendix C of the latest version of the DOE FEMP M&V

Guidelines: Measurement and Verification for Performance-Based Contracts.

C.4.3 The ESCO shall prepare and submit a TO M&V plan (see Section J, Attachment 8) to the Government for acceptance. It shall, in a clearly understandable format, identify where and how energy, water, and related cost savings are going to occur and how they are to be measured, calculated, and verified. If the scope of work does not include the entirety of a site, or all the systems or significant portions within a building, then the M&V plan shall clearly identify the included work so that the Government and the ESCO are aware of what the TO covers and what it does not. Each building and/or space within a building that will be affected shall be identified, and buildings or portions of buildings that will not be affected shall be identified. The ECMs that generate savings shall be identified, as well as the building systems that they affect. If there are significant energy- or water-using building systems or other energy or water uses within the buildings which will not be affected by the TO, they shall be identified so that there is clear understanding of the extent to which total energy, water, and related costs at the site will be included in the annual M&V reports. To the extent this information is provided in the Investment Grade Audit (IGA), it will be repeated in the M&V plan.

C.4.4 The M&V plan will include an agreed-to Risk, Responsibility, and Performance Matrix (See Section J, Attachment 7). The matrix indicates various allocations of risk, responsibility, and performance of actions agreed to safety by the ESCO and the Government for each ECM and affected facility and system.

C.4.5 The TO M&V plan shall specify the M&V options and methods that will be used for each ECM included in the TO. M&V options and methods proposed for each ECM shall comply with the latest version in effect at the time of TO award of the “DOE/ FEMP M&V Guidelines: Measurement and Verification for Federal Energy Projects” and the “International Performance Measurement and Verification Protocol (IPMVP).” If there is a discrepancy between these two documents, the DOE/FEMP M&V Guideline takes precedence. The DOE/FEMP M&V

Guideline includes a variety of guidelines and tools that will help in the development of a technically rigorous M&V plan, including both optional M&V methods for differing ECMs and tools for assessing the cost implications of these options. If O&M and/or R&R savings are included in the TO, then the ESCO shall comply with the latest version in effect at the time of TO award of DOE’s “How to Determine and Verify Operating and Maintenance

(O&M) Savings in Energy Savings Performance Contracts”.

C.4.6 M&V Activities - The ESCO shall perform the following required M&V activities:

C.4.6.1 Define a site-specific M&V plan for the particular project being installed, once the project has been fully defined and the IGA is completed. The M&V plan development shall consider various factors, such as type of

ECMs, projected value of energy and water savings, certainty/uncertainty of savings being achieved, and the intended risk allocation between the Government and the ESCO. The M&V plan will be negotiated between the

Government and the ESCO and will be submitted as a part of the proposal, so to incorporate into the TO or modification.

C.4.6.2 Define the pre-installation baseline, to include (a) equipment/systems, (b) baseline energy use, (c) system performance factors (e.g., lighting levels, temperature set points, time clock settings, etc.), and (d) actions to determine baseline energy use, which may include site surveys, short-term or long-term metering, analysis of billing data, and/or engineering calculations. The pre-installation baseline should also identify factors that could influence post-installation energy usage (e.g., building occupancy, weather, plug load creep, etc.). The definition and calculation/measurement of all elements of the pre-installation baseline must be agreed upon between the ESCO and the Government before the TO is awarded.

C.4.6.3 Define the post-installation conditions, to include (a) equipment/systems, (b) post- installation energy use and (c) actions to determine post installation energy use, which may include site surveys, short-term or long-term metering, analysis of billing data, and/or engineering calculations.

C.4.6.4 Conduct annual M&V activities to verify operation, maintenance, repair, and replacement (OMRR) of the installed equipment/systems, calculate the previous year’s energy and water savings, and compare verified, guaranteed, and proposed savings. Report shortfalls to guaranteed savings, identify causes and responsibilities of shortfalls (percentages of Government and ESCO), compute reductions in Green House Gas emissions.

C.4.7 RESERVED

C.4.8 M&V Submittals during TO Development and Post-Award

C.4.7.1 The ESCO shall prepare and submit a general M&V approach with its Preliminary Assessment, identifying the M&V options and methods to determine a site-specific pre-installation baseline and post-installation ECM performance for each proposed ECM. The ESCO shall also identify any assumptions and known or anticipated exclusions that may impact the pre-implementation baseline or post-implementation ECM performance. The ESCO shall use the M&V format established by FEMP to the greatest extent possible to assure consistency of reports between ESCOs, FEMP, and the industry.

C.4.7.2 The ESCO shall prepare and submit a site-specific M&V plan with its IGA. This site-specific M&V plan shall include a schedule indicating M&V activities, post-award M&V reporting milestones, and any assumptions and known or anticipated exclusions that may impact the pre- implementation baseline or post-implementation

ECM performance for each ECM. Prior to installation of ECMs, the Government should witness measurements and review calculations, records (e.g., utility bills) and other elements of the baseline, to confirm its accuracy and to confirm that methods are consistent with the approved M&V plan, as described in FEMP’s “Guide to Government

Witnessing and Review of Post-Installation and Annual M&V Activities.” If a government witness is not available and signature not obtained in this or the other various M&V actions, the ESCO should include documentation of all efforts made to coordinate the government witnessing effort and shall include internal contractor witnessing signatures, so noted, from multiple personnel of different companies. Copies of signed Government witnessing form shall be included in the appropriate submittals. During the M&V Period, the Plan should also address the specific actions to be taken during the extended duration of the contract during the period of times that the measurement and verification of the installed ECM’s shall be accomplished. Depending on the work agreed upon to be performed during the performance period, the ESCO shall:

• Update the SSHP, APP, and AHAs as the project transitions from implementation to performance period

• Develop AHAs as needed for the maintenance work to be performed

• Revisit and update SSHP and AHAs on a periodic basis

• Maintain SSHO or responsible party presence as required by EM 385-1-1

C.4.7.3 The ESCO shall prepare and submit a post-installation report per the latest FEMP Guidelines in effect at the time of the report (see Section J, Attachment 9 for sample outline), to the Government, which should verify that installed ECMs will meet the required standards of service and the guaranteed energy savings specified in the TO.

The post-installation report (PIR) shall include all relevant M&V data and calculations. Inspections and measurements conducted by the ESCO for this post-installation report should be witnessed by the Government, in accordance with FEMP’s "Guide to Government Witnessing and Review of Post-Installation and Annual M&V

Activities.” The post-installation report shall include a copy of the signed Government witnessing form. The post-installation report should be reviewed as recommended in FEMP’s “Reviewing Performance Reports for Federal

ESPC Projects,” and must be accepted in writing, by the Government.

C.4.7.4 The ESCO shall prepare and submit an annual M&V report to the Government, including measurement data and calculations that demonstrate that continued ECM performance achieves the guaranteed energy savings as required by the TO. Inspections and measurements conducted by the ESCO for this annual M&V report should be witnessed by the Government in accordance with FEMP’s "Guide to Government Witnessing and Review of Post-

Installation and Annual M&V Activities.” The annual M&V report shall include a copy of the signed Government witnessing form. The annual M&V report must be reviewed and be accepted, in writing, by the Government.

Government acceptance of the annual M&V report, in accordance with FEMP’s "Guide to Government Witnessing and Review of Post-Installation and Annual M&V Activities" will either: (1) validate that the ESCO met the guaranteed annual savings and full payment is in order, or (2) determine that energy guaranteed savings were not fully met, resulting in a shortfall and a reduction in future payments may be appropriate. ESCO shall identify the causes of and potential responsibility (Government, ESCO or natural disaster) for the shortfall by dollar value and percentage. The report shall provide status of OMRR of the installed ECMs and will notify the Government (both the Installation and the CEHNC) if required OMRR are not being performed. ESCO shall notify the installation and

HNC in writing of the date that measurements and data will be taken at the installation to verify savings and generate the M&V report. This notification shall be given no later than 30 days prior to the on-site data collection/verifications.

C.4.7.5 The M&V report shall include a calculation of Actual Energy Savings in addition to the Verified

Energy Savings and Guaranteed Energy Savings. The standard FEMP templates for Contractual Verified Savings currently reflected in Appendix E of M&V Guidelines 4.0. Latest templates and M&V Guidelines shall be used at time of TO award. Templates shall be modified by the ESCO to present both the Contractual Verified Savings and approximation to Actual Savings information.

C.4.7.6 Each annual M&V report shall include a chronological list of changes or impacts that have affected the ability of the project ECMs to generate energy savings. This “running log of impacts”, shall identify the change or issue by ECM, the associated impact on energy savings, the steps taken to resolve the issue, and the date when the issue has been resolved.

C.4.7.7 Each annual M&V report shall include a copy of all previous years’ annual comments and responses in an appendix to the report.

C.4.7.8 Guaranteed Energy Savings Shortfall: If the ESCO fails to meet the guaranteed annual savings at SCH-1

(final) column (e) and as verified by the M&V documents, including shortfalls due to the unexcused failure of the

ESCO to meet the implementation or Project Acceptance Date specified in the Schedule, the Government will adjust the payment schedule via modification, as necessary, to prevent or recover any corresponding Government overpayments. The ESCO shall submit a recovery plan to address the savings shortfall.

C.4.7.9 Witnessing: ESCO shall include Government signed witnessing documentation for the data taken for each ECM with each of the submittals to include IGA for the project development baseline, PIR/final acceptance report for the post installation M&V, and annually for the performance period M&V reports. Copies of witnessing forms shall be included in the appropriate submittals.

C.4.7.10 M&V annual report shall be submitted to the CEHNC Project Manager (PM) and KO, and the

Installation.

C.4.7.11 The Government will conduct periodic safety spot checks to verify there is appropriate attention to safety measures, documentation, and knowledge.

C.5 PROJECT DEVELOPMENT SEQUENCE

C.5.1 Project Sequence and Specific Services. The sequence of ECM development and implementation and the level of effort required to accomplish each phase of a project can vary depending on the type and size of the project.

The ESCO, with the approval of the KO, is responsible for ensuring that all steps in the sequence of a project are executed sequentially in accordance with the provisions stated herein or combined. Coordination between the

Government and the ESCO at every phase of the project from site survey through design, implementation, and operation and maintenance will minimize misdirected ESCO effort. The ESCO should not proceed from one phase in the project sequence to the next phase in the project sequence without receiving written approval from the KO.

The project sequence should be structured to reduce the risk of an ESCO expending its resources on developing a detailed estimated cost and scope of work on projects or ECMs the Government may not accept. The Government at its discretion may elect to postpone submission of the required data and delay negotiation to later stages in the sequence.

C.5.2 Team Meetings. The typical ESPC project (or a new phase of an existing project) development will start with meetings between ESCO and Government employees to discuss possible areas of potential savings that will meet

Government’s prioritized needs. The ESCO shall pursue only those projects which the ESCO/Government Team feels have potential and in which the ESCO is willing to invest efforts and expenses.

C.5.3 Preliminary Assessment (PA). After receiving a Notice to Proceed with Preliminary Assessment on a project, the ESCO shall perform the Preliminary Assessment. (Note: The PA will not be required for all projects, such as a stream-lined ESPC project utilizing the ENABLE-like process.) The ESCO shall conduct the Preliminary

Assessment after the initial kick-off meeting. The ESCO shall survey the site, building, or area. The ESCO shall review existing as-built drawings, maintenance records, any available previous energy reports, and other pertinent documentation. The ESCO shall interview onsite maintenance personnel and staff to determine the existing conditions of the site, building, or area to be surveyed. Potentially hazardous materials such as asbestos, lithium bromide refrigerant, light ballasts, lead based paint, etc. shall be identified with the aid of installation documentation and personnel. Type, location, and amount of hazardous material shall be determined. The ESCO shall identify areas where cost reductions may be realized by repairing, modifying, or replacing equipment or installing new equipment and facilities. As appropriate, the ESCO shall conduct system/equipment tests to isolate and define problems. The ESCO shall also indicate areas which have been investigated and which do not warrant further efforts at that time. The ESCO shall determine which potential ECMs warrant being included in performing an Investment Grade Audit (IGA) to determine technical and/or cost feasibility. The Government will not be liable to the ESCO for any costs associated with Preliminary Assessment, including the cost of surveys, studies, audits, or other costs associated with performing the Preliminary Assessment, except that the Government may at its discretion exercise its option to obtain ownership of submitted documentation and concepts under C.26.8.

Preliminary Assessment Report - The ESCO shall submit a Preliminary Assessment Report (PA) to the Government, which sets out the results of the Preliminary Assessment, to include the merits, expected technical feasibility, level of projected energy savings, economics, and estimated price of the project. The ESCO shall submit a Preliminary

Assessment Report to the KO after completing the survey of the site. This Preliminary Assessment Report shall be submitted for review and approval in accordance with DOE/FEMP format, or DID001. Renewable energy technologies, resilience, and security shall be considered along with other ECMs. The ESCO shall develop and prepare the PA at its own risk, and the Government will not be liable to the ESCO for any costs associated with PA, surveys, studies, audits, or other costs associated with the preparation of the PA, except that the Government may at its discretion exercise its option to obtain ownership of submitted documentation and concepts under C 26.8. If the PA recommends that an IGA be conducted, the ESCO shall include a proposal for the scope of work and estimated IGA cost. The FFP IGA development cost will be negotiated at the task order level. This proposed IGA cost in the PA will be the basis for the cost of the development work and included as a line item in the IGA, and shall be the basis for the cost to the Government in exercising its option to obtain ownership to submitted documentation and concepts under

C.26.8. Upon review of the PA, the KO will respond to the ESCO, in writing, indicating whether or not the project will continue to the development of an IGA. If pursued, the KO will issue a Notice to Proceed, which identifies the

Government’s requirements.

C.5.3.1 Contents - At a minimum, the ESCO shall include its Preliminary Assessment Report all relevant technical and price assessments, in a format in accordance with Government requirements. The Preliminary Assessment

Report shall not exceed 35 pages, except in instances where the ESCO, or Government guidance, requires more pages to adequately address each of the requirements of this section. The ESCO shall submit completed schedules, SCH-1, SCH-2, SCH-3, and SCH-4, using the best estimated, economically available data for this phase of the process. The technical and price assessments shall be in accordance with FEMP PA format.

C.5.3.2 Electrical Power Assessment - The PA shall include an assessment of the existing electrical power demand on the installation. The assessment should include total site demand, identification of the largest demand influencers on both a continuous and an intermittent bases, include a plan or approach to significantly reduce the power demand on the installation and address the security and the resiliency concepts to mission. This assessment will document existing conditions, provide targets of power reduction opportunity, identify issues and obstacles that need to be overcome, and identify cost effective demand reductions solutions that can be agreed upon for further investigation and development in the IGA.

C.5.4 Investment Grade Audit (IGA). If the Government determines that the PA indicates sufficient potential, then the KO will send a letter giving the ESCO Notice to Proceed with the development of an IGA. The ESCO shall develop and prepare the IGA at its own risk and the Government will not be liable to the ESCO for any costs associated with the development or preparation of the IGA, unless (1) a TO is subsequently awarded to implement the ECMs detailed in the IGA, or (2) the Government exercises its option to obtain ownership of the submitted documentation and concepts under C.26.8. The estimated IGA cost submitted by the ESCO in the PA shall be the basis for the cost to the Government in exercising its option to obtain ownership to submitted documentation and concepts under C.26.8. The IGA shall be submitted to the KO for review and approval in accordance with

DOE/FEMP format, or DID002. ESCOs shall input data to the FEMP or the USACE Energy database as requested by the KO. ESCOs shall utilize the financial schedule spreadsheets as requested by KO. All spreadsheets shall include working formulas in cells. The ESCO shall also submit the draft 5a schedule with the IGA and a Project

Summary Data Table (See Section J, Attachment 24). The draft 5a schedule template will be provided by KO at the time of NTP for IGA (See Section J, Attachment 23). If the ESCO determines after beginning the IGA that the project has no potential or is not feasible, the ESCO may cancel the project and send a letter to the KO indicating the reasons for the cancellation. The ESCO shall meet with Government personnel to discuss the cancellation if required to do so by the KO. If, prior to the award of a TO, the KO determines that it is in the best interest of the Government to cancel a project, in whole or in part, for any reason, including but not limited to financial, technical, contractual, mission, installation non-concurrence, other organizational issues, or to pursue the same or similar work by means other than this project, then the Government may cancel the project in whole or in part by written notice to the ESCO at no cost to the Government.

C.5.4.1 Life Cycle Cost Analysis (LCCA). Cost is one of the most relevant issues in determining project viability.

As such particular attention will be paid to the accuracy of data and assumptions for developing the baseline of the project, cost of the ECM implementation effort, Performance Period operation and maintenance costs, and M&V costs. As much historical data that is available will be utilized to develop the baseline, however the most current data will be more heavily weighted for use. All information will be reviewed to determine if it is reasonable and appropriate. ESCO shall perform an LCCA on the project using standard LCCA techniques as specified in the FEMP

Guidance And as provided in 10 CFR Part 436 Subpart A or in the National Institute of Standards and Technology

(NIST) Handbook 135. The LCCA economically evaluates all costs, arising from owning, operating, maintaining, and ultimately disposing of a project, which are potentially important to the implementation decision of the project. All costs shall be adjusted (discounted) to reflect the time-value of money. The LCCA provides a significantly better assessment of the long-term cost effectiveness of a project than alternative economic methods that focus only on first costs or on operating-related costs in the short run. The LCCA should also include costs for annual government support as required. ESCO should coordinate with the government for a current estimate of those support costs.

ESCO shall include a sensitivity analysis to determine the impacts to the project of the influential and variable factors. The payback period for any individual ECM in a TO project bundle, based on NIST life-cycle costing period for Federal buildings, may not exceed 40 years. LCCA shall include a $45,000 per year amount for the Government

Administration Expenses unless instructed differently by the KO.

C.5.4.2 IGA additional information/Proposal. A System Test Plan shall be submitted as part of the IGA and in accordance with DID011, Commissioning. The ESCO shall participate in negotiations with the Government. The

Government will perform a cost evaluation of the price of the effort. The Government will use its evaluation to determine if the ESCO's proposed payment is in accordance with the percent mark-ups and finance charges submitted in the Markup Submittal Spreadsheet, and that the proposed implementation, O&M, and M&V costs are reasonable. The Government will not accept a payment proposal which results in the ESCO receiving a higher mark-up on cost than was proposed in the Markup Submittal Spreadsheet, a higher finance charge than was proposed in the Markup Submittal Spreadsheet, or a cost that is unreasonable.