Duquesne Light Company Request for Proposal

Transcription

1 Duquesne Light Company Request for Proposal To Obtain Conservation Service Provider(s) to Implement Part of Duquesne Light s Energy Efficiency and Conservation Plan For A Whole House Retrofit Program October 25, 2013

2 Duquesne Light Company Request for Proposal TABLE OF CONTENTS 1 Executive Summary CSP Obligation and Payment Key RFP Definitions and Terms: Duquesne Light RFP Information Tentative RFP Schedule Eligibility Expression of Interest Form (Appendix A) Confidentiality Agreement (Appendix B) Pre-Bid Application Form (Appendix C) PUC Registration Program background Introduction Program Description Performance Goals Customer Incentive Payments Measurement and Verification Program Budget Payment to CSP Program Scope of Work Bidder proposal format Introduction Approach Cost Proposal: Schedules and Budgets Organizational Qualifications and Staffing Team Member Bios and Certifications Proposal submission, Evaluation Criteria and contractor selection Submittal of Proposals Conforming Proposals Duquesne Light Confirmation of Proposal Submission Overview of Bid Evaluation Criteria and Process Selection of Winning Bidders Contract Execution Duquesne Light s Filing at the Commission Duquesne Light will seek Commission approval Termination of the Agreement Contingency Plan MISCELLANEOUS Elimination Right Warranty on Information... 14

3 7.3 Hold Harmless CSP s Acceptance Confidential Information Cooperation in Obtaining Regulatory Approvals Affiliate Participation Treatment of Minority Businesses Contact Information Appendix A. Expression of Interest Form Appendix B. Confidentiality Agreement Appendix C. Pre-Bid Application Form Appendix D. Bid Form Spreadsheet Appendix E. Binding Bid Agreement Appendix F. Reporting Requirements Appendix G. Residential Customer Measures This Request for Proposal comports in all respects with the Pennsylvania Public Utility Commission Opinion and Orders at Docket Nos. M , M and M

4 1 EXECUTIVE SUMMARY Duquesne Light Company (Duquesne Light) is seeking in this Request-For-Proposal (RFP) to contract with a Conservation Service Provider (CSP) to implement and operate a residential sector Whole House Retrofit Program. It is part of the Energy Efficiency and Conservation Plan (EE&C Plan) according to the terms approved by the Pennsylvania Public Utility Commission s (Commission) orders at Docket Nos. M , M and M CSPs interested in participating in the RFP are required to express their non-binding interest to bid by completing and submitting the Expression of Interest Form (Appendix A); a CSP is not eligible to complete this bid until this form is submitted. See eligibility section for details. Duquesne Light is required to conduct the RFP pursuant to the Commission s Implementation Order at Docket No. M and M These RFP Procedures have been appropriately written to comport in all respects with the Commission s Orders at Docket Nos. M , M and M CSP Obligation and Payment Participants will be paid based on a pay-for-performance contract. Program performance goals, associated payments and administrative costs are outlined within this RFP, and so Duquesne Light is seeking CSPs who are qualified based on the strength of bidder proposals. 1.2 Key RFP Definitions and Terms: Bid Due Date Duquesne Light requires potential bidders to submit their bids no later than November 25, 2013 at 11:00 am Eastern Prevailing Time (EPT). Service Period The time period the winning bidders agree to implement the EE&C Plan. Act 129 Program Years are June 1st of a given year through May 31 st of the following year. Service Obligation RFP winners will be bidders that provide services in order to implement and operate the whole house retrofit program. The RFP winner(s) will not have direct or indirect ownership, partnership or other affiliated interest with an electric distribution company. CSP Registry During the Service Period, any CSP must be a member in good standing of the PUC s CSP Registry. Information on the CSP Registry can be found on the Commission s website at at Docket No. M and M Bid Evaluation Duquesne Light plans to select winning bidders based upon proposal quality and approach, experience, schedule, cost, and other commercial considerations such as warranties, pay-for-performance terms, disadvantaged business, local business and other factors not otherwise listed above. Bid Price(s) Each bid must be in the form of a pay-for-performance arrangement. 1

5 CSP Contract Winning bidders will be required to sign a standardized, non-negotiable service agreement (Agreement) with Duquesne Light. Duquesne Light will not negotiate changes to the final Agreement during the RFP process. Affiliate Participation None of Duquesne Light s affiliates will be eligible to bid in this RFP. Commission Approval Duquesne Light obtained Commission approval of the RFP Procedures. The RFP Procedures as well as the Agreement are subject to the Commission approval. 1.3 Duquesne Light RFP Information Information related to this RFP will be posted on Duquesne Light s RFP website: On this website, certain general information about the RFP will be accessible to all parties, including the RFP procedures and related documents including all appendices to this RFP. 2 TENTATIVE RFP SCHEDULE Proposed schedule for RFP process is as follows: Letters to potential bidders October 25, 2013 Expression of Interest Form completed October 31, 2013 Confidentiality Agreement executed October 31, 2013 Pre-Bid Application Form completed October 31, 2013 Pre-Bid conference November 7, 2013 Bids due November 25, 2013 Winning bids selected December 6, 2013 Agreement sent to PUC December 20, 2013 Agreement(s) signed No later than March 1, ELIGIBILITY The purpose of the eligibility process is to provide information to the potential CSPs regarding their eligibility to bid. An Applicant (as defined in the attached Pre-Bid Application Form) is eligible to bid if, in a timely and complete fashion, each of the following four criteria is met. 2

6 3.1 Expression of Interest Form (Appendix A) CSPs interested in participating in the RFP are required to express their non-binding interest to bid by completing and submitting the Expression of Interest Form (Appendix A). The form is intended to provide Duquesne Light with contact information so that Duquesne Light can communicate with potential CSPs in an efficient manner. CSP(s) can provide this information on-line, via , or via facsimile. A CSP will not be eligible to submit a bid until, among other things, it has submitted an Expression of Interest Form to Duquesne Light. 3.2 Confidentiality Agreement (Appendix B) Each CSP will be required to sign a Confidentiality Agreement Form (Appendix B). A CSP will not be eligible to submit a bid until, among other things, it has executed and delivered the Confidentiality Agreement. 3.3 Pre-Bid Application Form (Appendix C) All interested CSPs must complete a Pre-Bid Application Form (Appendix C) in order to be eligible to participate in the RFP. Interested CSPs will be asked to submit financial information about the Certifying Company as detailed in the Pre-Bid Application Form so that Duquesne Light can assess their creditworthiness. In addition, CSPs will be asked to comply with other qualification criteria including agreeing to comply with all rules of the RFP and to certify that they will bid independently of other parties. 1 The Pre-Bid Application Form and the requested information must be submitted to Duquesne Light no later than 11:00 a.m. EPT on October 31, All submitted information must be in the English language, and all financial data must be denominated in United States currency and conform to generally accepted accounting principles (GAAP) in the United States. If the Certifying Company's financial information is consolidated with other entities, then it is the CSP's responsibility to extract and submit as separate documents all data and information related solely to the Certifying Company. This must include all financial information, associated notes and all other information that would comprise a full financial report conforming to GAAP. In the event the Certifying Company's information is not submitted by the due date or is submitted in an incomplete fashion, the CSP will be eliminated from further consideration in the RFP. Therefore, it is in each CSP's interest to submit its pre-bid information early in the process, allowing some time to cure incomplete information before the Pre-Bid Application Form due date. 3.4 PUC Registration To qualify, interested entities must submit an application to the Commission for approval as a registered CSP. A potential CSP does not have to be in the registry prior to the RFP process, but must be able to apply and be approved as a CSP in the Commission s CSP Registry upon signing 1 For clarification, a CSP can hedge its proposed bid with another CSP involved in the RFP process, but CSPs may not cooperate in establishing bid price levels. 3

7 the Agreement. The Commission requires all CSP registry applicants to provide the following information. (1) Legal name of the applicant; (2) Trade or Commercial (Fictitious or Doing Business As names used; (3) Pennsylvania business address; (4) Principal place of business; (5) The name, title, business address and phone number for principal officer(s), partner(s) or director(s) of the applicant; (6) Name, business address, telephone number, fax number and address for a Pennsylvania regulatory contact and for an agent for service of process; (7) Names of parent and subsidiary companies and affiliates that are CSPs and EDCs; (8) Completed application form, including affidavit of officer attesting to the accuracy of information provided; (9) Registration fee in a form prescribed in 52 Pa. Code 1.42; (10) Copy of documentation from the Pennsylvania Department of State demonstrating that the applicant is registered to do business in Pennsylvania; 2 (11) Copy of documentation from the Pennsylvania Department of State demonstrating that any fictitious name to be used by the applicant is registered to the applicant in Pennsylvania. 3 4 PROGRAM BACKGROUND 4.1 Introduction Duquesne Light, through this Request for Proposals (RFP), seeks to contract a CSP to develop and implement a Whole House Retrofit Program. The period of contracted performance is projected to be three years starting June 1, 2013 through May 31, The program is being implemented under the requirements of PA Act 129. The Whole House Retrofit Program is designed to simultaneously educate customers about the efficiency of their home as a system and to stimulate more comprehensive retrofit activity than typical equipment rebates. To affect this outcome, the Whole House Retrofit Program provides access to comprehensive home energy audits, direct install measures, education and information about available retrofit resources, including applicable measure rebates. 4.2 Program Description The Whole House Retrofit Program (WHRP) is a Duquesne Light Act 129 residential sector program to be implemented during program years 2013 and 2015 (ending 5/31/2016). WHRP objectives are to increase residential customer energy efficiency program participation by providing services tailored to address market segment specific barriers to program participation. The program provides tailored services to income qualifying and non-income qualifying Duquesne Light residential customers whom are not residents of high-rise (more than four story) buildings. Services to income qualifying versus non-income qualifying customers are described below under the comprehensive track. 2 A copy of any document from the Department of State documenting the Applicant s Department of State entity number is adequate. Certified copies of Pennsylvania Department of State documents are not required as the applicant will be verifying all information provided pursuant to 52 Pa. Code Id. 4

8 The WHRP provides resources to residential customers to obtain a comprehensive track residential home energy audit, installation of Residential Home Audit Conservation Kit and rebates for a range of eligible measures (Figure 10 above). Non-Low Income Qualifying Residential Customers: The program provides up to a $250 home energy audit credit for receiving approved audit services. Direct installation measures (described below) are provided at no cost. The program also provides home energy use education, as well as information about available rebates and other program options. Low Income Residential Customers: For households that are at or below 150% of the federal poverty income guidelines, home energy audits are provided at no charge to participants. Direct installation measures (described below) also are provided at no charge. The program also provides home energy use education, as well as information about available rebates and other program options. The comprehensive audit services will be implemented with assistance by a qualified CSP(s) or Public Agency Partnership Program (PAPP) partners. Members of Duquesne Light s core team will support ongoing planning activities; contract management; and assist with program outreach and marketing, as well as internal tracking and reporting. Selected CSP(s), the Duquesne Light program coordinator or a PAPP partnering organization will perform eligibility verification, scheduling of audits, data administration, data entry, reporting, quality control and fulfillment of incentives. Duquesne Light will conduct outreach and marketing activities and, alone or with the CSP, develop coordination with other programs, such as gas company efficiency programs and Keystone HELP. Anticipated Cost to Participating Customers: Non-Low Income Qualifying Residential Customers: Duquesne Light estimates a typical home audit will cost between $500 and $750. A $250 audit credit is offered to offset between 30 percent and 50 percent of this cost. An average Home Performance with ENERGY STAR project can range from $5,000 to $10,000. Through coordination with the Keystone HELP offering significant financing options that exist, when combined with the Duquesne Light and potentially coordinated gas efficiency incentives, cash flow neutrality for the customer is an attainable objective. Direct install, home audit conservation kit, measures are provided at no cost to participating customers. Additional energy efficient product incentive payments shown in Appendix G are available from Duquesne Light that can offset a portion of the incrementally greater cost of high-efficiency equipment. Participating customers pay the remaining amounts. Low-Income Residential Customers: Home audits and installation of low-income direct install measures (described below) will be provided at no charge to income qualified customers. Additional energy efficient product incentive payments shown in Appendix G, that can offset a portion of the incrementally greater cost of high-efficiency equipment, are available from Duquesne Light. Eligible Measures and Incentives: Non-Low Income Qualifying Residential Customers: 5

9 Up to $250 home energy audit credit for receiving approved audit services Installation of residential home audit conservation kit measures: 4-13W CFLs, up to 4-faucet aerators and a low-flow showerhead (for homes with electric water heating), 2-smart strips and 2-night lights. Information about available rebates (Appendix G) and other program options Low Income Residential Customers: Duquesne Light will offer and market specialized measures for qualified low income customers (at or below 150% of the federal poverty level) whose primary heating or water heating sources are electric under the WHRP. Specifically, qualified low income customers may receive, free of charge, one or more of the following measures, based on audit results: Comprehensive energy audit Installation of CFLs, faucet aerators, low flow showerheads, smart strips, night lights, refrigerator replacement, water heater pipe wrap and water heater tank wrap; attic, wall and floor insulation, blower door testing and air sealing, sealing attic bypasses, crawl space and heater insulation, electric heating equipment repair and replacement, duct insulation, caulking and weather stripping heat pump water heaters. Project savings shall be site-specific determined in accordance with the savings algorithms, inputs and values published the current PA PUC Technical Reference Manual (TRM). Marketing Strategy: There are two ways for residential customers to enter the program: 1) via the existing Duquesne Light Energy Insights online audit or 2) through other low-income customer engagement channels (such as PAPP, Smart Comfort referrals, etc). Upon completion of the online audit, participants will be given an opportunity to pursue a comprehensive track audit that links to the Whole House Audit/Retrofit Program. Duquesne Light will lead marketing activities with support from the CSP and Home Performance contractors. The Duquesne Light Watt Choices website and bill inserts are accessible to the program. Local entities and outreach channels (e.g., local governments, community, faith-based and ethnic-based organizations, business associations, chambers of commerce, customer trade associations, etc.) will be accessed via the PAPP program. Duquesne Light will explore development of a full marketing plan that may incorporate direct mail and web-based, circulated print media, as well as radio and television advertising options; these channels will be utilized through cooperative marketing funding of Home Performance contractors whose businesses stand to benefit from the program. Tracking and Reporting: Program data collection and management will be operated through Duquesne s Program Management Reporting System (PMRS). The system provides comprehensive oversight of program budgets and impacts, and provides early warning regarding program under- or over-subscription. 6

10 4.3 Performance Goals The program is expected to achieve the following gross energy savings. These are shown below on an annual and cumulative basis, program years begin on June 1 st and end on May 31 st : Whole House Retrofit Program Performance Goals Energy Savings (kwh) Annual 1,552,937 1,552,937 1,552,937 Cumulative annual 1,552,937 3,105,874 4,658, Customer Incentive Payments Non-Low Income Qualifying Residential Customers: The WHRP will provide $250 audit credit to offset between 30 percent and 50 percent of the cost of a typical home audit. The program also provides for the direct installation of home audit conservation kit measures that include: 4-13W CFLs, up to 4-faucet aerators and a low-flow showerhead (for homes with electric water heating), 2-smart strips and 2-night lights. Additionally, customers may take advantage of incentives (rebates) for residential energy efficiency measures shown in Appendix G. Low-Income Residential Customers: Home audits and installation of low-income direct install measures (described above) will be provided at no charge to income qualified customers. Additionally, customers may take advantage of incentives (rebates) for residential energy efficiency measures shown in Appendix G. 4.5 Measurement and Verification Measurement and verification (M&V) will be conducted by the winning CSP to document savings based on protocols established by the Commission s Statewide Evaluator (SWE). M&V may require PA TRM algorithms and inputs, pre- and post-measurement, or calibrated simulation as defined and pre-approved on a project-by-project basis by Duquesne Light. Detailed evaluation, measurement and verification (EM&V) activities will be undertaken by either the PA SWE or Duquesne Light s independent evaluation contractor, or both. The winning CSP will be required to support any and all applicable EM&V activity. Duquesne Light will manage reporting of program performance for internal purposes and external regulatory requirements. CSPs will be expected to cooperate in the preparation of these reports in a timely manner. CSPs will be expected to cooperate in all impact and process evaluations. 4.6 Program Budget The program will be expected to meet the aforementioned goals based on a budget not to exceed the amounts shown in the following table. The budget plan may be adjusted over time as experience develops with the whole house retrofit program relative to other Duquesne Light programs for energy efficiency. 7

11 Whole House Retrofit Program Budget Budget Category Total Customer Incentive Payments $125,000 $125,000 $125,000 $375,000 Administrative Costs (CSP Performance) $164,057 $164,057 $164,057 $492,170 Low Income Direct Install Measure Budget $907,495 $907,495 $907,495 $2,722,486 Total $289,057 $289,057 $289,057 $3,589,656 The administrative costs described above translate into a CSP performance payment of $ per annualized kwh. 4.7 Payment to CSP Payments to the CSP will be based on the pay-for-performance model. The CSP will propose the payment amount and terms not to exceed $0.1056/kWh of annual savings in a project. The CSP may also, as part of its bid, include a one-time start-up fee. Such start-up fees will be included in the overall budget and reduce the residual performance based payments. Duquesne Light expects to pay for CSP performance in two steps. For applications submitted and approved by Duquesne Light, up to 30% of the pay for performance will be based on estimated savings. Applications will include a signed project agreement wherein the customer commits to proceed with the installation. The remainder of the pay for performance will be paid based on verified savings upon project completion and acceptance by the customer. 4.8 Program Scope of Work The program will be planned and implemented during a 3 year period of June 1, 2013 through May 31, Program will include the following major tasks: Task 1: Program Setup In the initial weeks following contract execution, the CSP will attend meetings and develop plans and procedures to successfully implement the Program. Task 2: Program Launch The CSP and customers will implement the program based on plans approved by Duquesne Light. Task 3: Enroll and Engage Customers The CSP will enroll customers in the program and deliver preliminary services, including a comprehensive home energy audit and installation of home audit conservation kit measures. The CSP will provide a report of audit findings and recommended energy efficiency measures. The CSP will advise the participating customer about the availability of the residential energy efficiency rebates shown in Appendix G. The CSP will obtain necessary customer approvals, including tenant approvals if needed, prior to proceeding with Task 4 activities. Task 4: Installation of Energy Efficiency Measures/Projects The winning CSP will implement measures described above for low income customers; Duquesne Light will fund the direct installation of applicable measures described above in Section

12 Task 5: Invoicing and Reporting On a monthly basis, the CSP will document and upload to Duquesne all salient program activities, including nature of customer, measures installed, costs, and expected savings in energy and demand. Task 6: Program Ramp-Down and Final Reporting During the final weeks of the contract and program period, the CSP will see that all agreements have been served, associated program incentive payments are realized, and Duquesne receives all relevant documentation and reports. Details on bidder proposal instructions with related process, milestones, and deliverables appear in Section 5. A discussion on proposal evaluation and contractor selection details appears in Section 6. 5 BIDDER PROPOSAL FORMAT This section provides an overview of the bid format with details on what should be included in each section. Bidder s technical proposal should include each of the following elements, keeping in mind the maximum page recommendations for each. Utilize the following table to ensure that you have included each requested proposal section. Introduction (2 pages) Approach (10 pages) Cost Proposal: Schedules and Budgets (4 Pages) Organizational Qualifications and Staffing (10 pages) Team Member Bios and Certifications (5 pages) 5.1 Introduction In this introductory section, the Bidder should frame their response to this RFP, which may include a discussion of some or all of the following elements: Program name, company name, RFP to which bid is responding The market and customer segments to be served Services to be provided Targeted electric end uses Geographic area to be covered Basis for the need of the program Projected accomplishments of the program 9

13 5.2 Approach Bidder should include a detailed description of their proposed program approach and responsibilities to affect completion of the tasks identified in Section 4.8 (above). In their bids, bidders shall describe their approach for providing each of these services: marketing and branding, recruiting and enrolling residences in the program, customer care and communication, equipment inventorying and installation, quality assurance, waste management, verifying and documenting energy and demand reductions, reporting, staffing, and training of Duquesne personnel. 5.3 Cost Proposal: Schedules and Budgets The cost proposal must contain a budget narrative and tables explaining the unit equipment cost formulas, including installation costs. Handling of projects well above the average cost of all projects will be discussed. 5.4 Organizational Qualifications and Staffing For organizational qualifications and staffing: Provide a current client listing relevant to this scope of work. Provide sample of relevant program experience including project description or case study. Indicate the number of years Bidder has been in business and the number of years Bidder has performed services specified by this RFP. Bidder shall include a list of at least three (3) references from the Bidder s client listing that may be contacted for detailed information on the Bidder's past and current performance. Bidder shall provide names, titles, organizations, telephone numbers, and postal addresses. Provide a summary listing of judgments or pending lawsuits or actions against; adverse contract actions, including termination(s), suspension, imposition of penalties, or other actions relating to failure to perform or deficiencies in fulfilling contractual obligations against Bidder's firm. If none, so state. Bidders should describe previous experience and a list of references that support and highlight their capability in being able to successfully complete this work. Indicate goals that were set, if those goals were met, and lessons learned. Provide the same level of information for proposed subcontractors. Bidder must attach three letters of reference supporting their ability to successfully complete the goals outlined in this RFP. In addition to general qualifications and three references, bidders shall provide information on the following topics: Describe the qualifications of personnel involved in field installation, including types of contracting licenses and certifications 10

14 Describe experience and familiarity with the Duquesne Light service territory market. 5.5 Team Member Bios and Certifications For team qualifications Include a list of key personnel to be involved with this program indicating roles, responsibilities, and level of commitment Include biographical sketches of each team member 6 PROPOSAL SUBMISSION, EVALUATION CRITERIA & CONTRACTOR SELECTION 6.1 Submittal of Proposals All bids are firm offers, binding pursuant to the Binding Bid Agreement, and due via by 11 a.m. EPT on November 25, bids should be submitted to lplack@duqlight.com. The deadline will be strictly enforced and Duquesne Light will only consider bids submitted on or before the designated time. In the event of technical difficulties in submitting bids, a CSP may, as an alternative, fax its bid prior to the 11:00 a.m. EPT deadline to Agreement terms and conditions are non-negotiable. Bids conditioned in any manner, including any changes to the Agreement, will be rejected. Accompanying each bid, each CSP must include a signed Binding Bid Agreement or CSP Services Agreement provided in Appendix E. Each CSP is requested to attach an electronic copy of its executed Binding Bid Agreement to its E- mail bid submission. 6.2 Conforming Proposals For a CSP s bid to be deemed a conforming proposal, it must be complete, including: the Bid Form Spreadsheet, completed in full and without modification (Appendix D); an executed Binding Bid Agreement (Appendix E). A conforming proposal must be submitted by the bid deadline, must not be conditioned in any manner, and must be submitted by a qualified CSP as defined in this document. Proposals deviating from the above criteria will be deemed non-conforming and eliminated from further consideration. Any such elimination will be communicated by Duquesne Light to the relevant CSP(s) and will be final. 6.3 Duquesne Light Confirmation of Proposal Submission Duquesne Light will confirm receipt of a CSP's proposal via . As indicated on each Bid Form Spreadsheet, each CSP will provide a contact name and address that will be used for the receipt confirmation. 11

15 6.4 Overview of Bid Evaluation Criteria and Process Duquesne Light will evaluate responsive proposals in accordance with the Section 5. Criteria Total Possible Points 1. Proposal (50) a. Program is described and fulfills all areas of the Program Scope of Work (Section 4.8) and Bidder Proposal Format.. b. Marketing plan is described and will encourage customer participation. (5) c. d. Process for customer enrollment/participation is clearly defined and appears to be effective/innovative The proposal describes proven methodologies describing how customer savings will be measured/reported/verified e. Quality Assurance procedures are identified. (5) f. Work Plan is coherent, comprehensive and achievable (15) 2. Experience and Capabilities (25) a. Bidder possesses demonstrated experience and expertise in sector(s) the proposed program will target. (Section 5.4) b. Case study examples are applicable and sufficient. (Section 5.4) (5) c. Bidder team member roles and responsibilities are identified. (Section 5.5) (5) 3. Time Schedule (15) a. Timetable is outlined and milestones are achievable. (Section c) (10) b. Bidder reasonably demonstrates ability to fulfill work within the time schedule. (Section c) 4. Cost Effectiveness (10) a. Bidder proposes innovative, varied approach to achieve desired program performance goals within budget. (Section 5.3) (5) (10) (10) (15) (5) (10) Total (100) Duquesne Light will evaluate proposals in accordance with the evaluation criteria above. The proposals shall be classified initially as acceptable, potentially acceptable, or unacceptable. Proposals may be accepted on evaluation without discussion. However, if deemed necessary, prior to entering into discussions, a "priority list" of responsible Bidders submitting acceptable and potentially acceptable proposals shall be generated. The priority list may be limited to three responsible Bidders who submitted the highest-ranked proposals. The objective of these discussions is to clarify issues regarding the Bidder s proposal. If during discussions there is a need for any substantial clarification or change in the RFP, the RFP shall be amended by an addendum to incorporate such clarification or change. Addenda to the RFP shall be distributed only to priority listed Bidders who submit acceptable or potentially acceptable proposals. 12

16 Duquesne Light reserves the right to have additional rounds of discussions with the top Priority Listed Bidders. Duquesne Light reserves the right to determine what is in the best interest of Duquesne Light for purposes of reviewing and evaluating proposals submitted in response to the RFP. 6.5 Selection of Winning Bidders Duquesne Light will notify each winning bidder of its selection on or before December 2, Contract Execution Each winning bidder will be required to execute and deliver a standardized Binding Bid Agreement or CSP Services Agreement with Duquesne Light. Duquesne Light will not negotiate changes to the final Agreement during the RFP process. The Agreement contains the parties' rights and obligations. Duquesne Light expects to execute the final Agreement with each winning CSP no later than December 20, 2013, subject to PPUC approval. 6.7 Duquesne Light s Filing at the Commission Duquesne Light obtained Commission approval of the RFP Procedures herein. It is Duquesne Light s intention that the review process will focus on whether the RFP was implemented in accordance with these RFP Procedures and whether the RFP appears to have generated a result that is consistent with competitive bidding. 6.8 Duquesne Light will seek Commission approval Duquesne Light has obtained Commission approval of its EE&C Plan. 6.9 Termination of the Agreement Each Agreement between Duquesne Light and a winning CSP will terminate pursuant to the terms of the Agreement Contingency Plan In the event that Duquesne Light does not receive any bids in this RFP, it will submit an alternative plan to the Commission. 13

17 7 MISCELLANEOUS 7.1 Elimination Right If in the course of the solicitation process, any CSP is found to provide false information, misrepresent its financial or operational characteristics or omit any pertinent information, Duquesne Light reserves the right to eliminate such CSP from the RFP process. Duquesne Light reserves the right to reject any bids or terminate any performance due to cause. 7.2 Warranty on Information The information provided in the RFP, or on Duquesne Light s RFP website, has been prepared to assist CSPs in evaluating the RFP. It does not purport to contain all the information that may be relevant to a CSP in satisfying its due diligence efforts. Neither Duquesne Light nor its representatives makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information, and neither shall be liable for any representation expressed or implied in the RFP or any omissions from the RFP, or any information provided to a CSP by any other source. Neither Duquesne Light nor its representatives shall be liable to a CSP or any of its representatives for any consequences relating to or arising from the CSP's use of any such information. 7.3 Hold Harmless Each CSP shall hold Duquesne Light harmless from and against any and all damages and costs, including but not limited to legal costs, in connection with all claims, expenses, losses, proceedings or investigations that arise as a result of a winning CSPs performance. 7.4 CSP s Acceptance The submission of a proposal to Duquesne Light shall constitute a CSP s acknowledgment and acceptance of all the terms, conditions and requirements of this RFP as described in the RFP Procedures. Each CSP and its representatives irrevocably agree to submit to the personal jurisdiction of any Pennsylvania State or Federal court and any appellate court thereof in respect of any action, dispute or proceeding arising out of this RFP process, including but not limited to the execution, implementation and performance of the Agreement. 7.5 Confidential Information This document is provided to each CSP under and pursuant to the terms of the Confidentiality Agreement relating to Duquesne Light's RFP process that was previously executed and delivered by each CSP and Duquesne Light. Subject to the Confidentiality Agreement, all proposals 14

18 submitted by each CSP pursuant to this solicitation shall become the exclusive property of Duquesne Light. 7.6 Cooperation in Obtaining Regulatory Approvals Each CSP agrees to cooperate, to the fullest extent necessary, in obtaining any and all required State, Federal or other regulatory approvals necessary under or contemplated by the Agreement. 7.7 Affiliate Participation None of Duquesne Light s affiliates will be eligible to bid in this RFP. 7.8 Treatment of Minority Businesses Duquesne Light encourages bids from disadvantaged businesses (i.e., minority-owned, women-owned, persons-with-disability-owned, small companies, companies located in Enterprise Zones, and similar entities) consistent with the Commission s Policy Statements at 52 Pa. Code , and Contact Information Questions and comments regarding Duquesne Light s RFP should be submitted in writing via and be directed to: Duquesne Light Company Attn: Leslie Plack 2515 Preble Ave MD: NM-MS Pittsburgh PA lplack@duqlight.com phone: fax:

19 Appendix A. Expression of Interest Form To: Duquesne Light Company c/o Leslie Plack 2515 Preble Ave MD: NM-MS Pittsburgh, PA (fax) This response is an indication of our interest in Duquesne Light Company s Request for Proposals to provide Conservation Service Provider Services as part of Duquesne Light s Energy Efficiency and Conservation Plan for the Whole House Retrofit Program. Company*: Contact Name*: Contact Title*: Address*: City*: State*: Zip*: Phone Number*: Fax Number*: Address*: *Note completion of all fields is required. This information may be ed or faxed. After Duquesne Light Company s receipt of this Expression of Interest Form, Duquesne will execute a Confidentiality Agreement with the respondent so that the respondent. 16

20 Appendix B. Confidentiality Agreement NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (the Agreement ) is entered into as of, 2013 by and between the Companies whose signatures appear below (separately referred to as Party or jointly as Parties ). WHEREAS, the Parties are considering entering into a negotiated transaction. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and intending to be legally bound hereby, the Parties agree as follows: 1. Definition of Confidential Information. For the purposes of this Agreement, Confidential Information shall mean any information disclosed by one of the Parties (the Disclosing Party ) to the other (the Receiving Party ) in connection with evaluating the potential negotiated transaction, whether disclosed orally or by way of observation, or in written, graphic, machine-readable or any other tangible medium, including without limitation data, designs, memoranda, models, prototypes, hardware, tools or tooling technology, and all analyses, compilations, forecasts, data, transmission data, studies, notes, translations, memoranda, or other documents or materials prepared by the Receiving Party containing or based on, or generated or derived from, in whole or in part, any such information disclosed. 2. Exceptions. Confidential Information shall not include information which: a. is or becomes available in the public domain through no act of the Receiving Party; b. is independently developed by or on behalf of the Receiving Party without any use of Confidential Information of the Disclosing Party; or c. was acquired by the Receiving Party from other than the Disclosing Party prior to the time of its disclosure by the Disclosing Party, as shown by files of the Receiving Party in existence at the time of disclosure, and at a time when the Receiving Party was under no obligation to the Disclosing Party to keep such information confidential. 3. Obligations. Each Party shall: a. treat Confidential Information of the other Party with the same degree of confidentiality with which it treats its own Confidential Information (except that it shall not release such Confidential Information pursuant to this or any other Agreement), and in no case less than a reasonable degree of confidentiality; 17

21 b. use Confidential Information only in connection with evaluating the potential negotiated transaction between the Parties; c. not copy Confidential Information, in whole or in part, except as required in furtherance of the uses thereof permitted by this Agreement, and except with accurate reproduction of all proprietary legends and notices located in the originals; d. limit dissemination of Confidential Information received from the Disclosing Party to only those of its employees and outside consultants who have a need to know the Confidential Information in furtherance of the uses thereof permitted by this Agreement (such existing, future and former employees and outside consultants being bound by the terms of this Agreement); provided, however, that the Receiving Party shall in all events be responsible to the Disclosing Party for any action or inaction of the Receiving Party s existing, future and former employees and outside consultants that would violate this Agreement, as if the action or inaction had been that of the Receiving Party directly; e. not disseminate any Confidential Information to marketers; and f. destroy or return to the Disclosing Party any Confidential Information received in written or other tangible media, including all copies and records thereof, upon any request by the Disclosing Party, except for a single set of copies which the Receiving Party may retain solely as an archival record of materials submitted. 4. Legally Required Disclosure. If the Receiving Party or any of its representatives becomes legally compelled to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party with prompt notice of such requirement and shall cooperate with the Disclosing Party in seeking to obtain a protective order or other arrangement pursuant to which the confidentiality of the Confidential Information is preserved. If such an order or arrangement is not obtained, the Receiving Party agrees that it and its representatives will disclose only that portion of the Confidential Information as is legally required. Any legally compelled disclosure shall not, in and of itself, change the status of the disclosed information as Confidential Information under the terms of this Agreement. 5. Errors and Omissions. Nothing in this Agreement shall be construed to impose on the Disclosing Party any liability or responsibility for errors or omissions in, or any business decisions made by the Receiving Party in reliance on, any Confidential Information disclosed under this Agreement. 6. Term. This Agreement shall be effective as of the date hereof and shall continue for a period of one (1) year, unless mutually agreed in writing by the Parties to be extended. 7. Survival. The restrictions and obligations of Paragraphs 3 and 4 of this Agreement shall survive the expiration of this Agreement, and shall continue to bind the Parties, their successors, heirs and assigns, for a period of five (5) years after the date of expiration. 18

22 8. Ownership of Confidential Information. Each of the Parties acknowledges that Confidential Information of the Disclosing Party is and shall remain the exclusive property and a valuable trade secret of the Disclosing Party, and is disclosed subject to the Disclosing Party s ownership rights. Nothing herein shall grant, explicitly or implicitly, any ownership right in, or license to use, the Confidential Information. 9. No Agency. Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any promise or intention to enter into a partnership, agency, employment or joint venture relationship between the Parties, to make or purchase any products or services by any Party or to make any commitment by any Party with respect to the present or future marketing of any product or service. 10. No Assignment. No Party may assign any of its rights or delegate any of its obligations under this Agreement, except upon the prior written consent of the other Party. 11. Equitable Relief. Each Party acknowledges that the Disclosing Party would be irreparably injured by a breach of this Agreement by the Receiving Party, and that the Disclosing Party, in addition to any other remedies available at law or in equity, shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement by the Receiving Party. 12. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been a part of this Agreement. 13. Notices. Any notices or other communications contemplated or required under this Agreement, in order to be valid, shall be in writing and shall be given via personal delivery or via overnight mail at the following addresses: If to Duquesne Light Company: 411 Seventh Ave, 16-1 (including affiliates and subsidiaries) Pittsburgh, PA Attn: Legal Department If to : (including affiliates and subsidiaries) Attn: or any such other addresses as a Party may designate by notice to the other Party. Such notices or other communications shall be deemed given when actually delivered or, if earlier, three (3) business days after mailing. 19

23 14. Integration. This Agreement supersedes all previous oral and written agreements, if any, between the Parties regarding the confidentiality of information disclosed during the term and for the purposes described herein to each other. 15. Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the Commonwealth of Pennsylvania, without reference to its conflicts of laws principles. Any litigation shall be filed and pursued solely in state or federal court in Pittsburgh, Pennsylvania. 16. Counterparts. This Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date above written. DUQUESNE LIGHT COMPANY By: Name: Title: By: Name: Title: 20

24 Appendix C. Pre-Bid Application Form The Pre-Bid Application Form and the requested information must be submitted to Duquesne no later than 11:00 a.m. EPT on October 31, All financial data must be denominated in United States currency and conform to generally accepted accounting principles (GAAP) in the United States. It is in each Applicant's interest to submit pre-bid information early in the process, allowing some time to cure incomplete information before the Pre-Bid Application Form due date. Applicants will be notified whether they succeeded in qualifying to participate in the RFP. Duquesne reserves the right to reject or disapprove any potential bidder based on qualifications or any other reason. The following information is submitted on behalf of the following CSP: (the Applicant ). 1. Applicant Information Type of Business (Check one) Corporation Limited Liability Company Joint Venture Other (please describe) Applicant Organization Legal Corporate Name: Street Address: City, State, Zip Code: Federal Tax ID Number: For Corporation/Limited Liability Companies Date and State of Incorporation/Registration: Registered Agent Name: Street Address: City, State, Zip Code: For Limited Partnerships Name of General Partner: Address of General partner/registered Agent: City, State, Zip Code: 2. Qualification Information: The applicant is required to submit information of its qualifications and capabilities of providing the services requested. It is requested that the following information be submitted: 1. Previous clients; 2. Work and services previously performed; 3. What individuals would provide services under the contract and their experience and resumes; 4. Overview and special attributes your firm provides; 21

25 5. References and their contact information; and 6. Any proposed work plan or outline the bidder deems helpful. 3. Credit Information The Applicant is required to submit for the Certifying Company financial statements for the past two years. Please include a D&B report. 4. Certifications (Check each certification the Applicant is able to make) The Applicant hereby certifies that it will comply with the RFP Guidelines as approved by the Pennsylvania Public Utility Commission. The Applicant hereby certifies that it will bid independently of other suppliers in the RFP and will, consistent with the terms of the Confidentiality Agreement that was previously executed and delivered by Duquesne and the Applicant, ensure the confidentiality of information regarding the RFP. 5. Authorization Applicant hereby represents and warrants that all statements and representations made herein, including any supporting documents, are true to the best of Applicant s knowledge and belief. The undersigned authorized official of the Applicant warrants that the Applicant agrees to be bound by these representations. The Applicant authorizes each of the above entities identified in this application to release data requested by Duquesne Light Company necessary to perform a qualification check in connection with Applicant s interest to bid on CSPs to supply Duquesne s Energy Efficiency/Conservation needs. Applicant: Signature of Authorized Official: Name of Authorized Official (print): Title of Authorized Official (print): Date Signed: 22