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1 Request for Qualifications (RFQ) for Shared Savings Financing for Energy Efficiency Upgrades RFQ No: DMS-14/ Via: The Consultants Competitive Negotiations Act and Chapter 255, Florida Statutes The State of Florida Department of Management Services Procurement Officer: Jessalyn Tillman Procurement Officer, Division of Departmental Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 335B Tallahassee, FL Page 1 of 24

2 TABLE OF CONTENTS SECTION 1. INTRODUCTION Invitation Solicitation Objectives and Goals Project Specific Priorities Vendor Engagement Services Design Requirements Applicability Background and Technical Requirements Term Special Accommodations Procurement Officer Contractor Technical Requirements Company/Corporate Qualifications Key Personnel Qualifications Project History... 9 SECTION 2. RFQ PROCESS General Overview of the RFQ Process Respondent Questions Timeline of Events Addendum to the RFQ Contract Formation Disclosure of Proposal Contents Withdrawal of Proposals Diversity Subcontracting SECTION 3. PROPOSAL INSTRUCTIONS Introduction MFMP Registration Who May Respond Florida Substitute Form W-9 Process Qualification Questions How to Submit a Proposal Contents of Proposal Submission Redacted Submissions Page 2 of 24

3 3.9 Additional Information SECTION 4. SELECTION METHODOLOGY Evaluation Criteria Proposal Evaluation Basis of Award Selection and Notice of Intent to Award Contract Posting of Decision SECTION 5. AWARD Department s Reserved Rights for Award Protests Time Limits for Filing Protests Bond Must Accompany Protest FORM 1 RESPONDENT S CONTACT INFORMATION FORM 2 - NOTICE OF CONFLICT OF INTEREST FORM 3 - NON-COLLUSION AFFIDAVIT FORM 4 - STATEMENT OF NO INVOLVEMENT FORM 5 BUSINESS/CORPORATE REFERENCE FORM 6 ADDENDUM ACKNOWLEDGEMENT FORM FORM 7 SUBCONTRACTING FORM 8 QUALIFYING QUESTIONS ATTACHMENTS Attachment A: Model Contract (Shared Savings Proposal Agreement) Attachment B: Model Contract (Shared Savings Contract) Attachment C: Energy Strategy Flowchart Page 3 of 24

4 SECTION 1. INTRODUCTION 1.1 Invitation The Florida Department of Management Services Division of Real Estate Development and Management (Department) is issuing this Request for Qualifications (RFQ) to establish a contract for delivering energy efficiency upgrades in state buildings through shared savings financing (Shared Savings). The RFQ will be administered through the Vendor Bid System (VBS) and the DMS website. Respondents interested in submitting a proposal must comply with all of the terms and conditions described in this RFQ. 1.2 Objectives and Goals The objective of this RFQ is to award multiple vendors to form a pre-qualified vendor pool that will partner with the state for shared savings financing of energy efficiency upgrade projects as contemplated by subsections (4) and (5), Florida Statutes. The goals of the Shared Savings initative and this RFQ are as follows: Further reduce the consumption of energy in state-owned buildings. Further reduce energy costs, which have proven to be the largest single cost associated with the operation and maintenance of state-owned buildings. Develop a contract vehicle that promotes continuous improvement through the continual monitoring, calibration, and adjustment of energy-consuming systems in state-owned buildings. Develop a contract vehicle that better synchronizes the state to emerging energy technologies through the faster deployment of new energy-related products and services Project Specific Priorities The intent of this RFQ is to encourage small and large contractors alike to partner with the state to develop shared savings opportunities for energy efficiency upgrades in state buildings. The shared savings delivery model will allow a portion of the resulting energy cost savings to be paid regularly to the vendors for the purpose of recouping costs and profit; these vendor payments will be based solely on measured reductions in energy consumption so that a strong link between payment and performance is established. The shared savings model will also provide vendors the incentive of being compensated for producing excess energy savings. The purpose of this incentive is to encourage continuous improvements in building energy performance, but also to promote the faster deployment of new energy-related technologies as they come to market during the contract Vendor Engagement The Department intends to award multiple vendors to form a pre-qualified vendor pool. However, the Department reserves the right to award one Respondent, multiple Respondents by geographic area, or make no award, whichever is determined to be in the best interest of the state. Once the pre-qualified vendor pool is selected a continuing contract will be entered into in order for the Shared Savings initiatives to be performed with those pre-qualified vendors. The Department can then request services from the qualified vendor pool by issuing task orders through a formal RFQ selection process. Factors such as vendor workloads, vendor availability, bonding capacity, critical timelines, and special technical needs may preclude the assignment of task orders through an RFQ process. For specific task orders, the Department will engage the pre-qualified vendors in two phases through the model contract language included in this RFQ as Attachments A and B. The first phase will entail developing a project proposal (Attachment A). The second phase will be the actual Shared Savings Contract which will include the implementation of energy efficiency measures and the ongoing shared savings transaction over the designated term (Attachment B). The model Shared Savings contract language (Attachments A and B) have been provided here for contract language approved and agreed to by the pre-qualified vendor if and when a Shared Savings Contract is entered into. Page 4 of 24

5 1.2.3 Services The Department will award Respondents based on the service categories listed below. The Department reserves the right to award each Respondent all categories, a single category, or any combination of categories thereof. The service categories are as follows: Category 1 Electrical Systems This category may include, but not be limited to, retrofits, upgrades, modifications, and replacements to any of the following systems: a. Interior lighting b. Exterior lighting c. Lighting controls (equipment and strategies) d. Electrical distribution gear e. Emergency/back-up generators f. Solar photovoltaic power generation g. Energy data collection hardware, software, and analysis h. Any other component, equipment, or device related to building electrical systems and approved by the Department. Category 2 Heating, Ventilation, and Air-Conditioning (HVAC) Systems This category may include, but not be limited to, retrofits, upgrades, modifications, and replacements to any of the following systems: a. Chillers b. Boilers c. Hydronic heat transfer and distribution systems d. Air-handling units e. Cooling towers f. Air-conditioning and heating units (all types) g. Air distribution systems h. Ventilation systems i. Exhaust systems j. HVAC controls (equipment and strategies) k. Geothermal heat transfer systems l. Heat exchangers m. Demand limiting systems n. Energy data collection hardware, software, and analysis o. Any other component, equipment, or device related to building HVAC systems and approved by the Department. Category 3 Water and Recycling Systems This category may include, but not be limited to, retrofits, upgrades, modifications, and replacements to any of the following systems: a. Restroom water fixtures b. Water fountains c. Water heating systems d. Solar thermal water heating e. Irrigation systems f. Irrigation controls (equipment and strategies) g. Reuse water systems h. Wastewater systems i. Water recycling systems and programs j. Wastewater recycling systems and programs k. Energy data collection hardware, software, and analysis Page 5 of 24

6 l. Any other component, equipment, device, or program related to water and recycling systems and approved by the Department. Category 4 Building Commissioning This category may include, but not be limited to, testing, adjusting, or calibrating any of the following building systems: a. HVAC equipment and control systems b. Lighting equipment and control systems c. Power distribution equipment and control systems d. Water, wastewater, and irrigation systems e. Demand limiting systems f. Energy data collection hardware, software, and analysis g. Any other component, equipment, device, or service related to building energy usage and approved by the Department. Category 5 Energy Data Collection Hardware, Software, and Analysis This category of services will allow the direct purchase of hardware and software products, outside of a shared savings contract, for the purpose of energy data collection, reporting, and other related functions. These products and services may include, but not be limited to, the following products and services: a. Metering devices (all utilities) b. Communication panels (for connecting meters to outside networks) c. Energy management software programs/dashboards (including cloud-based applications) d. Energy audit services e. Any other component, equipment, device, or service related to energy data collection hardware and software and approved by the Department Design Requirements The overall focus of the resulting contract(s) and task orders shall include the following: Integrating sustainable strategies to minimize energy consumption and conserve resources. Minimizing adverse effects to the environment. Improving occupant productivity, health, and comfort. Reducing the total cost of ownership of the project using a total life-cycle approach. The facility and all site features shall be designed and constructed to comply with the current Florida Building Code, DMS Design and Construction Guidelines, the State Energy Management Plan, and all other applicable technical standards. In addition, no strategies or features incorporated to reduce energy consumption or costs shall prevent compliance with any of the following sustainable building rating systems or national model green building codes outlined in subsection (7), Florida Statutes: The United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LEED) rating system. The International Green Construction Code (IGCC). The Green Building Initiative s Green Globes rating system. The Florida Green Building Coalition standards. The services shall incorporate sustainable design strategies and features to the fullest extent possible, consistent with the intent expressed in section , Florida Statutes, as well as the mission and budgetary requirements of the Department. Page 6 of 24

7 1.2.5 Applicability Task orders issued under this contract will be for existing facilities. Continuity of operations and uninterrupted use of the facilities may necessitate that work be performed outside of normal business hours. Utility outages should be minimized and must be approved in advance by the Department and coordinated with the building manager or Department s designee. 1.3 Background and Technical Requirements The primary purpose of this RFQ is to create a list of qualified vendors to perform work for the Department, under the 2008 Energy Conservation and Sustainable Buildings Act, codified in section , Florida Statutes. The intent of this RFQ is to comply with the requirements in subsection (4), Florida Statutes, which requires the selection of shared savings vendors to be performed in compliance with the qualifications-based selection requirements of section , Florida Statutes. Other state agencies will be eligible to utilize the resultant contract(s) through the existing oversight and project management services provided by the Department. In such cases, the Department will develop and guide the implementation of shared savings opportunities in partnership with the client agencies through a formal agreement process that already exists for the purpose of gaining access to the Department s construction services. To that end, the Energy Strategy Flowchart (Attachment C) will be used by the Department in consultation with client agencies to develop broader energy strategies and plan task orders. 1.4 Term The initial term of the continuing contract(s) with the pre-qualified vendors will be three (3) years with up to three (3) one (1) year renewals. The continuing contract(s) may be renewed in whole or in part for a period that will not exceed the renewal years. 1.5 Special Accommodations Any person requiring a special accommodation due to a disability should contact the Department s Americans with Disabilities Act (ADA) Coordinator for facilities management at (850) , or via at: Requests for accommodation for meetings must be made at least five workdays prior to the meeting. A person who is hearing or speech impaired can contact the ADA Coordinator by using the Florida Relay Service at (800) (TDD). 1.6 Procurement Officer The Procurement Officer is the sole point of contact from the release date of this RFQ until the contract award is made. Procurement Officer for this RFQ is: Jessalyn Tillman Procurement Officer, Departmental Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 335B, Tallahassee, FL Phone: (850) DMS.Purchasing@dms.myflorida.com ***ALL S TO THE PROCUREMENT OFFICER SHALL CONTAIN THE RFQ NUMBER IN THE SUBJECT LINE OF THE .*** 1.7 Contractor Technical Requirements Company/Corporate Qualifications It is the intent of this RFQ to select, based on qualifications, both small and specialized contractors as well as large whole building performance contractors. Each Respondent must demonstrate technical expertise that will allow them to partner with the Department to develop and implement Page 7 of 24

8 Shared Savings opportunities. Typical project work may include, but is not limited to, the following types of systems: Digital controls and metering installation Building automation system operation and programming Building and/or systems commissioning Lighting system modifications HVAC system evaluation and operation Steam plant evaluation and operation Chiller plant evaluation and operation Respondents must demonstrate their qualifications, experience, and abilities to deliver the following types of services: Mechanical and electrical analyses, reports, and studies Field investigation Preparation of drawings and specifications Shop drawing reviews The preparation of detailed cost estimates Building system design with an emphasis placed on the repair, modification, and/or renovation of existing systems and equipment Safety planning Performing multiple fast-track designs for small projects Building energy audits Energy baseline development and normalization The utilization of calculations and data collection to develop cost savings projections The preparation of detailed financial proformas with an understanding of financial concepts such as the time value of money, simple payback, internal rate of return, and net present value Key Personnel Qualifications Key personnel include the contract manager and on-site project lead. Respondents must demonstrate the ability to provide the services of a licensed, professional engineer. Resumes must include names, professional licenses and certifications, number of years of experience, a list and description of relevant projects they have completed, and their role on these projects. Resumes for each individual shall be limited to two pages in length. (Note: Do NOT submit resumes of more than two pages in length; only the first two pages will be evaluated if more than two pages are submitted). Each Respondent must provide resumes, limited to two pages, as outlined below: Licenses or certification Demonstrated experience of at least 5 years, in this role A minimum of two and maximum of five relevant projects Licenses or certification Contract Manager Professional Engineer, Certified Energy Manager, or LEED AP (desired but not required) Required Provide title, brief description, role, contract value, and date completed (required) Project Engineer Professional Engineer (required), Certified Energy Manager, or LEED AP (desired but not required) On-Site Project Lead Completed OSHA 10-Hour and 30- hour training classes (desired but not required) Required Provide title, brief description, role, contract value, and date completed (required) Project Support Professional Engineer, Certified Energy Manager, or LEED AP (desired but not required) Page 8 of 24

9 1.7.3 Project History Respondents should demonstrate experience on at least two relevant projects, as defined above, which were completed in the last five years. No more than five projects should be submitted. Provide the project title, a brief description, whether the company was prime contractor or a subcontractor, approximate contract value, date completed, and a client point of contact. The Respondent shall also discuss how time and budget challenges were addressed in each project. SECTION 2. RFQ PROCESS 2.1 General Overview of the RFQ Process The RFQ is a method of soliciting a commodity or contractual service under section , Florida Statutes. The Department posts an RFQ on the Vendor Bid System (VBS) and the DMS website to initiate the process. Respondents can submit formal questions in writing via to the Procurement Officer on the date listed in the Timeline of Events below. The Department will answer the questions in a formal posting. Respondent s proposals must be submitted by the deadline listed in the Timeline of Events below. All responsive proposals will be evaluated based upon the criteria set forth in this RFQ Respondent Questions Respondents will direct all questions pertaining to this RFQ in writing to the Procurement Officer by . The deadline for submission of questions is reflected in the Timeline of Events in Section 2.2 of this RFQ. Each submission shall have the RFQ number in the subject line of the . Questions must be submitted in the following format to be considered: Question # Vendor RFQ Section RFQ Page # Question Responses to all written inquiries, clarifications, or addenda to this RFQ, will be made through the VBS. Questions will not in any way constitute a formal protest of this RFQ. 2.2 Timeline of Events The table below contains the timeline for this RFQ. Respondents should become familiar with the Timeline of Events. The dates and times within the Timeline of Events may be subject to change. It is the Respondent s sole responsibility to check for any changes. All changes to the Timeline of Events will be through an addendum to the RFQ. Respondents are solely responsible for submitting all required documentation by the dates and times specified below. The Department will not consider late proposals. Timeline of Events Event Time (ET) Event Date RFQ posted on the VBS and the DMS website. 12/5/14 Deadline to submit written questions via to Procurement Officer. 5:00 PM 12/19/14 Anticipated posting of answers to Respondents questions in VBS. 1/5/15 Deadline to submit proposals to Procurement Officer. 5:00 PM 1/19/15 Anticipated shortlist date. 2/9/15 Anticipated date to begin discussions or public presentations. 2/16/15 Anticipated Notice of Intent to Award posted. 3/9/15 Anticipated contract start date. 4/13/15 Page 9 of 24

10 2.3 Addendum to the RFQ The Department reserves the right to modify this RFQ by issuing an addendum. All changes to the RFQ will be made through an addendum posted on the VBS. It is the responsibility of the Respondent to check for any changes on the VBS. 2.4 Contract Formation The Department will enter into a continuing contract with each Respondent awarded pursuant to Section 4. The continuing contract will then allow the pre-qualified vendor to enter into Shared Savings agreements including Attachment A (Model Shared Savings Proposal Agreement), Attachment B (Model Shared Saving Contract), and Attachment C (Energy Strategy Flowchart). Additional documents submitted by a Respondent may not be incorporated in the Shared Savings Contract. The Department will specifically identify and incorporate by reference any additional documents which are to be incorporated into the continuing contract. 2.5 Disclosure of Proposal Contents All documentation produced as part of the RFQ will become the exclusive property of the Department and will not be returned to the Respondent unless it is withdrawn prior to the proposal opening in accordance with Section Withdrawal of Proposals Respondents may modify a proposal at any time prior to the due date by submitting a request to the Procurement Officer. 2.7 Diversity The Department is dedicated to fostering the continued development and economic growth of small, minority-, veteran-, and women-owned businesses. Participation of a diverse group of Respondents doing business with the State is central to the Department s effort. To this end, minority-owned, veteran-owned, women-owned, and small business enterprises are encouraged to participate in the State s procurement process as both prime Respondents and subcontractors under prime contracts. 2.8 Subcontracting The Respondent shall be fully responsible for all work performed under the resultant Contract of this RFQ. The Respondent shall use only those subcontractors identified in FORM 7 SUBCONTRACTING of the Respondent s response to this RFQ. Should the Contractor be awarded and need to subcontract any services to a subcontractor not originally identified in the response, the Contractor shall submit a written request to the Department s Contract Manager identified in the Contract. The written request shall include, but is not limited to, the following: The name, address and other information identifying the subcontractor; Component/type of services to be performed by the subcontractor; Time of performance of the identified service; How the Contractor plans to monitor the subcontractor s performance of the identified services; Certification that the subcontractor has all licenses and county authority, as applicable, and/or has satisfied all legal requirements to provide the services to the Department. Also, the Contractor shall certify that the subcontractor is approved by the Florida Department of State to transact business in the State of Florida. If the subcontractor is an out-of-state company, it must have a Florida Certificate of Authority from the Department of State, Division of Corporations, to transact business in the State of Florida. Website: A copy of the written subcontract agreement; and Acknowledgement from the subcontractor of the Contractor s contractual obligation to the Department and that subcontractor agrees to comply with all terms and conditions of the resulting Contract. Page 10 of 24

11 The Contractor acknowledges that it shall not be released of its contractual obligation to the Department because of any subcontract. The Contractor is solely responsible for ensuring the subcontractor maintains the insurance as required. The Department shall treat the Contractor s use of a subcontractor not contained herein and/or approved by the Department as a breach of this Contract. SECTION 3. PROPOSAL INSTRUCTIONS 3.1 Introduction This contains the General Instructions and Special Instructions to Respondents. The General Instructions to Respondents - PUR 1001 are incorporated by reference and can be accessed at: The following sections of the PUR 1001 (General Instructions) are inapplicable: A. Section 3. Electronic Submission of Proposals Proposals shall be submitted in accordance with section of this solicitation. B. Section 4 Terms and Conditions The following sentences of this section are inapplicable: The Buyer objects to and shall not consider any additional terms or conditions submitted by a respondent, including any appearing in documents attached as part of a respondent s response. In submitting a response, a respondent agrees that any additional terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect. C. Section 5. Questions Questions shall be submitted in accordance with Section of this solicitation. The Special Instructions are in the sections below starting with Section 3.2. In the event any conflict exists between the Special Instructions and General Instructions, the Special Instructions shall prevail. 3.2 MFMP Registration Respondents must have a current vendor registration in MFMP. ( The awarded vendor(s) will be required to pay the required transaction fees as specified in Section 14 of the PUR 1000, unless an exemption has been requested and approved prior to the award of the contract pursuant to rule 60A of the Florida Administrative Code. 3.3 Who May Respond The Department will evaluate proposals from responsive and responsible vendors. 3.4 Florida Substitute Form W-9 Process State of Florida vendors must register and complete an electronic Substitute Form W-9. The Internal Revenue Service (IRS) receives and validates the information vendors provide on the Form W-9. For instructions on how to complete the Florida Substitute Form W-9, please visit: The chosen Vendor, if any, must have completed this process before contract execution. 3.5 Qualification Questions Respondents will submit a Yes/No Response to the following Qualification Questions with any technical proposal and submit in accordance with Section 3.7. These Qualification Questions have been incorporated into this solicitation as Form #9 (attached). Answers to these Qualification Questions are mandatory. A Respondent must meet the qualifications identified in the following Qualification Questions in order to be considered for award. The Department will not evaluate proposals from Respondents who answer No to any of the Qualification Questions. Page 11 of 24

12 A. Does Respondent certify that the person submitting the proposal is authorized to respond to this RFQ on Respondent s behalf? B. Does Respondent certify that it is not a Discriminatory Vendor or Convicted Vendor as defined in Sections 7 and 8 of the PUR 1001? C. Does Respondent certify compliance with Section 9 of the PUR 1001? D. Does Respondent certify that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List? E. Does Respondent have a minimum of at least 5 years experience providing the products and services described in this RFQ? 3.6 How to Submit a Proposal The Respondent shall submit: A. One original version of the proposal submittal, with five (5) copies. B. One scanned copy of the entire proposal on a CD-ROM or flash drive (with large files scanned as several separate.pdf files). C. One REDACTED scanned copy of the proposal, if applicable (see Section 3.8). Sealed packages to be delivered shall be clearly marked on the outside of the package with the RFQ number and company name. Submitted hardcopies contained within the sealed packages shall be clearly marked with the Respondent s company name, and solicitation number. 3.7 Contents of Proposal Submission The Respondent shall organize each proposal submittal contents as follows: Tab 1 Cover Letter The cover letter shall be submitted on the Respondent s letterhead and include the Respondent s name and the primary location from where the work will be performed. The cover letter shall also identify the service categories (Section 1.2.3) desired by the Respondent. Tab 2 Completed Forms 1-8 Tab 3 Questions, Answers, and Required Documentation as Indicated in Section 3.5 Tab 4 Technical Proposal Submission A. Contractor Technical Requirements Each Respondent shall, in accordance with Section 1.7, submit the following: A company narrative which describes the company organizational structure and illustrates the Repondent s related and specialized experience. This narrative shall not be more than two (2) single sided pages using 12-point font. Resumes for Contract Manager, On-Site Project Lead, Project Engineer, and Project Support. Resumes shall not be more than two (2) single sided pages using 12-point font. The project experience (i.e., sample projects) of the corporation, Joint Venture (JV), or project team, which shall demonstrate experience on at least two relevant projects as defined above that were completed within the last five (5) years. No more than five (5) sample projects should be submitted. Provide the project title, a brief description, whether the Company was prime contractor or a sub-contractor, approximate contract value, date completed, and a client point of contact. The Respondent shall also discuss how time and Page 12 of 24

13 budget challenges were addressed in each project. Each project description shall not be more than two (2) single sided pages using 12-point font. B. Approach and Methodology The corporation, JV, or project team shall submit a narrative describing the detailed approach and methodology it would use to complete a task order under. The narrative shall include: The amount and type of work the Respondent would self-perform and what work might be subcontracted to other firms, or other Respondents. Whether the Respondent can perform work statewide or whether it would prefer to restrict its work to a smaller geographic region of the state. The specific energy efficiency measures or technologies the Respondent has specialized experience with and if they would only compete for those task orders. How the Respondent will facilitate the continuity of building operations during a project. A Respondent that restricts its level of effort to only one energy efficiency measure or technology will not be penalized during the evaluation process. This section shall not be more than five (5) single sided pages using 12-point font. Tab 5 Tab 6 Financial Model In this section, the Respondent shall describe the financial justification for implementing a Shared Savings project. The description may include a completed project as an example or a hypothetical project to demonstrate an understanding of an appropriate model. The description must also include a narrative of energy cost assumptions, product life-cycle assumptions, amortization schedule, cost of capital, and any other necessary facet of a Shared Savings transaction. This section shall not be more than five (5) single sided pages using 12-point font. Other Required Documentation A. Respondent shall submit a copy of its registration with the Department of State, which authorizes the company to do business in Florida. 3.8 Redacted Submissions The following subsection supplements section 19 of the PUR If Respondent considers any portion of the documents, data, or records submitted in response to this RFQ to be confidential, proprietary, trade secret, or otherwise not subject to disclosure pursuant to chapter 119, Florida Statutes, the Florida Constitution or other authority, Respondent must mark the document as Confidential and simultaneously provide the Department with a separate redacted copy of its proposal and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy shall contain the Department s RFQ name, number, and the name of the Respondent on the cover, and shall be clearly titled Redacted Copy. The Redacted Copy should only redact those portions of material that the Respondent claims is confidential, proprietary, trade secret, or otherwise not subject to disclosure. In the event of a request for public records pursuant to chapter 119, Florida Statutes, the Florida Constitution or other authority, to which documents that are marked as confidential are responsive, the Department will provide the Redacted Copy to the requestor. If a requestor asserts a right to the Confidential Information, the Department will notify the Respondent such an assertion has been made. It is the Respondent s responsibility to assert that the information in question is exempt from disclosure under chapter 119 or other applicable law. If the Department becomes subject to a demand for discovery or disclosure of the Confidential Information of the Respondent in a legal proceeding, the Department shall give the Respondent prompt notice of the demand prior to releasing the information (unless otherwise prohibited by applicable law). The Respondent shall be responsible for defending its determination that the redacted portions of its proposal are confidential, proprietary, trade secret, or otherwise not subject to disclosure. Page 13 of 24

14 By submitting a Proposal, the Respondent agrees to protect, defend, and indemnify the Department for any and all claims arising from or relating to the Respondent s determination that the redacted portions of its proposal are confidential, proprietary, trade secret, or otherwise not subject to disclosure. If Respondent fails to submit a redacted copy of information it claims is confidential, the Department is authorized to produce the entire documents, data, or records submitted to the Department in answer to a public records request for these records. 3.9 Additional Information By submitting a Proposal, Respondent certifies that it agrees to and satisfies all criteria specified in the RFQ. The Department may at its discretion request, and Respondent shall provide, supporting information or documentation. Failure to supply supporting information or documentation as required and requested will result in disqualification of the proposal. SECTION 4. SELECTION METHODOLOGY 4.1 Evaluation Criteria The Department will evaluate and score the responsive proposals using the criteria below. A. Experience and Ability (30 Points) In the evaluation of experience and ability, the Department will consider the following questions: How well did the Respondent convey the ability to provide the services sought? (10 Points) How well did the Respondent demonstrate the experience and ability to perform contracts of similar size and scope for the services sought? (10 Points) How well did the Respondent demonstrate the ability to meet the distinct time and budget requirements of its clients? (10 Points) B. Sample Projects (30 Points) In the evaluation of sample projects, the Department will consider the following questions: How well do the sample projects demonstrate the ability of the Respondent to provide the services sought? (10 Points) How well do the sample projects demonstrate the Respondent s experience and ability to perform contracts of similar size and scope for the services sought? (10 Points) How well do the sample projects reflect the Respondent s ability to satisfy the financial requirements of task orders if awarded a contract from this proposal? (10 Points) C. Proposed Solution (40 Points) In the evaluation of the proposed solution, the Department will consider the following factors: Technical Requirements Submission The Respondent s corporate narrative, project experience, and key personnel resumes will be evaluated as to how well they conform to the RFQ Objectives and Goals (Section 1.2), Project Specific Priorities (Section 1.2.1), and Contractor Technical Requirements (Section 1.7) of this RFQ. (15 Points) Approach and Methodology The Respondent s approach and methodology will be evaluated as to how well it conforms to the RFQ Objectives and Goals (Section 1.2), Project Specific Priorities (Section 1.2.1), and Contractor Technical Requirements (Section 1.7) of this RFQ. (15 Points) Financial Model The Respondent s proposed financial model will be evaluated as to how well the Respondent conveys the detailed financial parameters and economic logic of a Shared Savings financing agreement as contemplated in the RFQ. (10 Points) Page 14 of 24

15 4.2 Proposal Evaluation The Department will evaluate responsive proposals using the criteria described in Section Basis of Award A contract will be awarded to the responsible and responsive Respondent(s) whose proposal receives the highest points in accordance with the evaluation criteria outlined in Section 4.1. The Department reserves the right to award contracts by geographic area for all or part of the work contemplated by this RFQ. The Department will award services in accordance with Section of this RFQ. The Department reserves the right to accept or reject any and all offers, or separable portions, and to waive any minor irregularity, technicality, or omission if the Department determines that doing so will serve the best interest of the state. The Department has the right to use any or all ideas or adaptations of the ideas presented in any Proposal. Selection or rejection of a Proposal will not affect this right. Proposals that do not meet all requirements, specifications, terms, and conditions of the RFQ or fail to provide all required information, documents, or materials may be rejected as not responsive. Respondents whose proposals, past performance, or current status do not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of a contract may be rejected. The Department may request additional information pertaining to the Respondent s ability and qualifications to accomplish all services described in this RFQ as deemed necessary during the RFQ or after contract award. The Department reserves the right to request additional information regarding ability and qualifications should standards and/or regulations change during the procurement process. 4.4 Selection and Notice of Intent to Award Contract Award Selection The Department will award Respondents one or more of the five (5) service categories outlined in Section of this RFQ based on the selection methodology outlined in Section 4. Department s Recommendation of Award The Department will develop a recommendation as to the award that will result in a contract(s) that is most advantageous to the state. Secretary s Approval The Secretary or his designee will make the final decision as to which vendor(s) should be awarded the contract based on the Recommendation of Award memorandum. 4.5 Posting of Decision The Department will post a Notice of Intent to Award Contract, stating its intent to enter into one (1) or more contracts with the vendor or vendors identified therein, on the VBS website ( If the Department decides to reject all proposals, it will post its notice on the same VBS website. SECTION 5. AWARD 5.1 Department s Reserved Rights for Award The Department reserves the right to: Select one or more vendors for the services sought by this RFQ, any addenda thereto and any request for additional or revised detailed written proposals or request for best and final offers; Divide the work among vendors by type of service or geographic area, or both; and Award continuing contracts for less than the entire service area or less than all services encompassed by this RFQ, or both. Page 15 of 24

16 5.2 Protests Time Limits for Filing Protests All notice of protest must be filed within 72 hours of the posting of the Department s decision or solicitation. Any formal protest must be filed within 10 days of the notice of protest. A formal written protest is filed when actually received by the Department s Clerk Bond Must Accompany Protest When protesting a decision or intended decision (including a protest of the terms, conditions, and specifications of the RFQ), the protestor must post a bond with the formal protest that is equal to one percent (1%) of the Department s estimated contract amount. The estimated contract amount for this procurement is $5 million. FAILURE TO POST AN ORIGINAL BOND FOR THE REQUISITE AMOUNT AT THE TIME OF FILING THE FORMAL WRITTEN PROTEST WILL RESULT IN A REJECTION OF THE PROTEST. Page 16 of 24

17 FORM 1 RESPONDENT S CONTACT INFORMATION The Respondent shall identify the contact information as described below. The Respondent s contact person shall be: For contractual purposes, should the Respondent be awarded, the contact person shall be: Name Title Address Telephone Fax Page 17 of 24

18 FORM 2 - NOTICE OF CONFLICT OF INTEREST Company or Entity Name For the purpose of participating in the RFQ process and complying with the provisions of Chapter 112, of the Florida Statutes, the undersigned corporate officer states as follows: The persons listed below are corporate officers, directors or agents and are currently employees of the State of Florida or one of its agencies: The persons listed below are current State employees who own an interest of ten percent (10%) or more in the company/entity named above: Name of Respondent s Organization Signature of Authorized Representative and Date Print Name Page 18 of 24

19 FORM 3 - NON-COLLUSION AFFIDAVIT STATE OF COUNTY OF I state that I of, (Name and Title) (Name of Firm) am authorized to make this affidavit on behalf of my firm and its owner, directors and officers. I am the person responsible in my firm for the price(s) and amount(s) of this Response, and the preparation of the Response. I state that: 1. The price(s) and amount(s) of this Response have been arrived at independently and without consultation, communication or agreement with any other Provider, potential provider, Proposal, or potential Proposal. 2. Neither the price(s) nor the amount(s) of this Response, and neither the approximate price(s) nor approximate amount(s) of this Response, have been disclosed to any other firm or person who is a Provider, potential Provider, Proposal, or potential Proposal, and they will not be disclosed before Proposal opening. 3. No attempt has been made or will be made to induce any firm or persons to refrain from submitting a Response for this contract, or to submit a price(s) higher that the prices in this Response, or to submit any intentionally high or noncompetitive price(s) or other form of complementary Response. 4. The Response of my firm is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive Response. 5., its affiliates, subsidiaries, officers, director, and employees (Name of Firm) are not currently under investigation, by any governmental agency and have not in the last three years been convicted or found liable for any act prohibited by state or federal law in any jurisdiction, involving conspiracy or collusion with respect to Proposal, on any public contract, except as follows: I state that I and the named firm understand and acknowledge that the above representations are material and important, and will be relied on by the State of Florida for which this Response is submitted. I understand and my firm understands that any misstatement in this affidavit is, and shall be treated as, fraudulent concealment from the State of Florida of the true facts relating to the submission of responses for this contract. Dated this day of Name of Organization: Signed by: Print Name being duly sworn deposes and says that the information herein is true and sufficiently complete so as not to be misleading. Subscribed and sworn before me this day of Notary Public: My Commission Expires: Page 19 of 24

20 FORM 4 - STATEMENT OF NO INVOLVEMENT I,, as an authorized representative of the aforementioned company, certify that no member of this firm nor any person having any interest in this firm has been involved with the Department of Management Services to assist it in: 1. Developing this RFQ; or, 2. Performing a feasibility study concerning the scope of work, if applicable. Name of Respondent s Organization Signature of Authorized Representative and Date Print Name Page 20 of 24

21 FORM 5 BUSINESS/CORPORATE REFERENCE This form must be completed by the person giving the reference on the Respondent. For purposes of this form, the Respondent is the business entity that currently or has previously provided services to your organization, and is submitting a response to a RFQ. Upon completion of this form, please return original to Respondent. This business reference is for (Respondent s Name): Name of the person providing the reference: Title of person providing the reference: Organization name of person providing the reference: Telephone number of the person providing the reference: Please identify your relationship with the Respondent (e.g., subcontractor, customer, etc.). How many years have you done business with the Respondent? Please provide dates: If a customer, please describe the primary service the Respondent provides your organization. Did the Respondent act as a primary provider or as a subcontractor? Do you have a business, profession, or interest in the Respondent s organization? If yes, what is that interest? Have you experienced any contract performance problems with the Respondent s organization? Would you conduct business with the Respondent s organization again? Are there any additional comments you would like to make regarding the Respondent s organization? Dated this day of Name of Organization: Signed by: Print Name Being duly sworn deposes and says that the information herein is true and sufficiently complete so as not to be misleading. Subscribed and sworn before me this day of Notary Public: My Commission Expires: Page 21 of 24

22 FORM 6 ADDENDUM ACKNOWLEDGEMENT FORM This acknowledgment form serves to confirm that the Respondent has reviewed, complied with and/or accepted all Addendum(s) to the RFQ posted on the Vendor Bid System (VBS). Please list all Addendum(s) / Amendment(s) below. Name of Respondent s Organization Signature of Authorized Representative and Date Print Name Page 22 of 24

23 FORM 7 SUBCONTRACTING The Respondent shall complete the information below on all subcontractors that shall provide services to the Respondent to meet the requirements of the resultant Contract, should the Respondent be awarded. Submission of this form does not indicate the Department s approval, but provides the Department with information on proposed subcontractors for review. Please complete a separate sheet for each subcontractor. Service: Company Name: Contact: Address: Telephone: Fax: Current Registered as Certified Minority Business Enterprise (CMBE) or Women-Owned Business (WBE)? Yes No Occupational License No: Acknowledgement from Respondent that this subcontractor has successfully complied with the "Subcontractor Acceptance Process": Yes No W-9 verification: Yes No In a job description format, describe below the responsibilities and duties of the subcontractor based on the technical specifications or scope of services outlined in this solicitation. Page 23 of 24

24 FORM 8 QUALIFYING QUESTIONS RFQ SECTION REFERENCE 3.5.A 3.5.B 3.5.C 3.5.D 3.5.E 3.5.F QUALIFYING QUESTION Does the Respondent certify that the person submitting the proposal and its pricing is authorized to respond to this RFP on Respondent s behalf? Does the Respondent certify that it is not a Discriminatory Vendor or Convicted Vendor as defined in sections 7 and 8 of the PUR 1001? Does the Respondent certify compliance with Section 9, Respondent s Representation and Authorization of the PUR 1001? Does the Respondent certify that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List? MyFloridaMarketPlace Registration Is the Respondent registered in MyFloridaMarketPlace? Respondents desiring to sell commodities or contractual services to the State are required by Rule 60A-1.030, Florida Administrative Code, to register in MyFloridaMarketPlace. Does the Respondent have a minimum of at least 5 years experience providing the products and services described in this RFQ? RESPONDENT S RESPONSE YES/NO 3.7. Tab 6, A Has the Respondent provided a copy of its registration with the Department of State, which authorizes the company to do business in Florida? Name of Respondent s Organization Signature of Organization s Authorized Representative Date Page 24 of 24

25 Attachment A

26 An Agreement for The Development of a Shared Savings Proposal For the Development of Energy Efficiency Partnerships By and Between [Insert Company Name Here] and [Insert Agency Name Here] for [Insert Project/Facility Name Here] [Insert Date Here]

27 SHARED SAVINGS PROPOSAL AGREEMENT This Shared Savings Proposal Agreement ( Agreement ), effective the last date signed below, is by and between the [agency], an agency of the State of Florida with an office at [address] (the Agency ) and [company] with an office at [address] (the Company ) (each a Party and collectively the Parties ). Whereas, the Company is party to the state term contract procured by the State of Florida, Department of Management Services, RFP No. [XXX-XXX-XX-X], Shared Savings Financing of Energy Efficiency Upgrades, which enables the Company to perform work under sections (4) and (5) of the Florida Statutes; and Whereas, the Agency is responsible for the operation, management, and maintenance of the buildings (the Facility(s) ) and the energy-consuming and related systems contained within (the System(s) ), as identified by the Agency on Attachment A; and Whereas, a detailed energy conservation study and financial analysis, which must be performed by the Company on the Facility(s) and System(s) identified by the Agency on Attachment A, shall be the basis of a proposal (the Proposal ) that reflects the feasibility of entering into a shared savings financing contract ( Shared Savings Contract ) to provide for the implementation of energy efficiency measures ( EEMs ) at the Facility(s); and Whereas, if the Company s Proposal demonstrates that the EEMs are feasible, and if the expected energy cost savings demonstrate the feasibility of a successful shared savings financing arrangement between Agency and Company at the Facility(s), the Parties intend to negotiate a Shared Savings Contract under which the Company shall design, finance, install, monitor, and maintain such EEMs in exchange for a portion of the resulting energy cost savings; Therefore, the Parties agree as follows: Article 1: Develop the Proposal The Company will develop a Proposal that specifically identifies the energy efficiency upgrade potential for the Facility(s) and System(s) identified by the Agency in Attachment A. The Proposal shall, as described within this Agreement, contain detailed projections of energy usage, energy savings cost savings, installation costs, and ongoing maintenance and monitoring regarding the proposed EEMs. The savings calculations included in the Proposal must utilize assumptions and projections that best represent the true value of future energy and, if applicable, operational savings for the Facility(s). The Proposal shall clearly demonstrate how utility tariffs were used to calculate savings for all EEMs. The Proposal shall further describe the Company's plan for installing or implementing the EEMs in the Facility(s), including all anticipated costs associated with such implementation. Shared Savings Proposal Agreement [date] [Agency] [Company] Page 1 of 18

28 The primary purpose of the Proposal is to provide an engineering and economic basis for negotiating a Shared Savings Contract between the Agency and the Company; however, the Agency shall be under no obligation to negotiate such a contract. The Proposal is at risk to the Company that a Shared Savings Contract may not be entered into by the Agency. The Company shall prepare the Proposal as follows: A. Document Overall Facility(s) Condition The Company shall collect and summarize in the Proposal general building information such as the age, construction type, occupancy type, annual energy and water usage, overall condition, and energy-related capital repair needs of the Facility(s) identified in Attachment A. The Proposal shall summarize and the Agency shall furnish utility bills for the most recent month period. In addition, the Agency shall make available to the Company all existing records, data, and information concerning the following items: Occupancy information Energy trend data from building automation systems, energy dashboards, or other existing data collection systems Descriptions of all energy and utility systems in the building Descriptions of all energy management and automation procedures presently utilized Details of any Energy Performance Contract currently in place in the building The Agency shall also make available a description of all energy-related improvements or modifications that have been installed during the past three (3) years, are currently being installed, and are currently planned to be installed by the Agency in the Facility(s). The Agency shall upon request also make available to the Company copies of existing drawings, equipment logs, and maintenance work orders. B. Evaluate Specific System(s) The Company shall compile the Proposal based on a physical inspection of the System(s) identified in Attachment A. The Proposal may address additional System(s) to those specified originally in Attachment A, but the Parties must amend this agreement in advance of any additional Company work. The Company shall address in the Proposal the following factors for each of the individual System(s) identified in Attachment A: Type Age Operating condition Operational efficiency Hours of operation Shared Savings Proposal Agreement [date] [Agency] [Company] Page 2 of 18

29 Warranty status Service and maintenance requirements Reliability Availability of replacement parts Appropriateness of use Code compliance The Company shall conduct interviews with Agency operation and maintenance staff regarding the operation, maintenance, and condition of the System(s) identified in Attachment A. C. Develop Baseline Energy Model The Company shall develop the baseline energy model as part of the Proposal. The baseline energy model and all related calculations shall be performed in accordance with sections and , Florida Statutes, and chapter 60D-4, Florida Administrative Code. The Company and the Agency shall mutually agree on the baseline energy model prior to final acceptance of the Proposal by the Agency. 1. Whole-Building Simulation Method The baseline energy model shall represent the pre-existing, whole-building energy consumption and demand for Proposal(s) that address any one of the following areas: All energy-related building systems Heating, ventilation, and air-conditioning (HVAC) systems The interactive effects of lighting on HVAC systems Building commissioning The baseline energy model shall be developed with a whole-building simulation approach using one of the following commercially-available energy simulation software packages: Carrier HAP Trane TRACE Elite (EZDOE) equest DOE-2 and variations (requires prior Agency approval) The Company shall use the same energy simulation software to develop the projected energy cost savings that was used to develop the baseline energy model. Projected energy consumption must be modeled using the same weather data and operating conditions as the established baseline energy model. Shared Savings Proposal Agreement [date] [Agency] [Company] Page 3 of 18

30 The baseline energy model shall reflect all energy-related effects of the current design features of the building(s) such as, but not limited to, quantity and type of glass, building orientation with respect to the physical site, overall wall and roof thermal resistance values, ventilation air requirements, humidity level, occupancy, and actual operating schedules. The baseline energy model shall also incorporate the energy-related effects of all renovations and/or modifications to the building envelope, internal spaces, and energy-consuming systems subsequent to the date of original construction. 2. Partial-Building Simulation Method The baseline energy model, upon prior Agency approval, will be permitted to represent less than whole-building energy consumption and demand when lighting or other systems independent to the effects of weather are the only systems being analyzed. In such cases, the baseline energy model shall represent the total energy consumption and demand for the system(s) being analyzed and shall incorporate spot measurements (sub-metering) in lieu of ac computer-based energy simulation for validation/calibration purposes. Note: Evaluating the interactive effects of lighting on HVAC systems will require the Whole-Building Simulation Method. 3. Sub-Metering Requirements Where energy usage is uncertain, the Company shall deploy spot metering devices at its discretion, or upon request by the Agency. Reasonable applications of measurement typically include variable loads that are likely candidates for conservation measures, such as cooling equipment. The Company shall consult with Facility(s) staff and account for any unusual or anomalous utility bills which may skew the baseline energy model from a reasonable representation. 4. Baseline Calibration The baseline energy model shall be developed and calibrated with the assistance of utility bill data for no less than the immediately preceding 24-month period in order to develop a baseline energy model suitable for Agency consideration. A detailed description of all existing conditions, development methods, calibration procedures, adjustments, and assumptions must be provided. 5. Applicable Standards The baseline energy model shall be developed in accordance with recommendations and methods promulgated by: The Federal Energy Management Program s M&V Guidelines: Measurement and Verification for Federal Energy Management Projects, Version 3.0 Shared Savings Proposal Agreement [date] [Agency] [Company] Page 4 of 18

31 The American Society of Heating, Refrigerating, and Air Conditioning Engineers (ASHRAE) D. Develop Proposed Energy Efficiency Measures (EEMs) The Company shall address the following in the Proposal: 1. Identify and propose potential EEMs for installation or implementation at the Facility(s) identified in Attachment A. 2. Estimate the costs, savings, and life expectancy of each proposed EEM. 3. Specify applicable grants or rebates that would be applicable to the proposed EEMs. 4. Specify all operations and maintenance procedures required by the implementation of the proposed EEMs. 5. Provide all analysis methodology, supporting calculations, and assumptions used to develop the proposed EEMs and the resulting energy cost and operational savings. 6. Provide the whole-building simulation program file, all input and output reports generated by the program, and all other assumptions used to develop the baseline energy model, if requested by the Agency. 7. Provide a life-cycle cost analysis of at least three (3) distinct alternative schemes for potential EEMs that involve the replacement of major energy-consuming equipment, in accordance with the Florida Life-Cycle Cost Analysis Program (chapter 60D-4, Florida Administrative Code) available from DMS. 8. Calculate projected energy cost savings as the difference between baseline energy model costs and the costs that are expected to result from the proposed EEMs. 9. Comply with all applicable state, federal and local codes and regulations in effect at the time of the Proposal for all proposed EEMs. E. Recommended Final Energy Efficiency Measures (EEMs) The Company shall, in consultation with the Agency, recommend in the Proposal specific EEMs from its preliminary compilation for implementation at the Facility(s). The Company shall also summarize in the Proposal how each EEM evolved during the development of the Proposal. F. Establish Measurement & Verification Plan A detailed plan for the measurement and verification of actual cost savings must be included in the Proposal. The plan must specify and provide for continuous metering Shared Savings Proposal Agreement [date] [Agency] [Company] Page 5 of 18

32 (sub-metering) as well as connection to the Agency s energy dashboard or stand-alone system, whichever is specified by the Agency. Actual energy use during the proposed contract term shall be measured for comparison with the baseline energy model for calculating actual cost savings. The plan must comply with one of the measurement and verification methodologies from The Federal Energy Management Program s M&V Guidelines: Measurement and Verification for Federal Energy Management Projects (v.3.0). The Agency may at its discretion specify which methodology is used by the Company. The Agency shall specify which of the following measurement and verification methods from the The Federal Energy Management Program s M&V Guidelines: Measurement and Verification for Federal Energy Management Projects (v.3.0) will be used by the Company for purposes of reconciliation throughout the proposed contract term: Option B Retrofit Isolation With All Parameter Measurement Option C Whole-Building Data Analysis Option D Calibrated Simulation Note: Option A Retrofit Isolation With Key Parameter Measurement (i.e., stipulated savings) will not be allowed. G. Baseline Adjustments & Normalization The Proposal shall include recommendations for adjusting and normalizing the baseline energy model during the proposed term in accordance with The Federal Energy Management Program s M&V Guidelines: Measurement and Verification for Federal Energy Management Projects (Version 3.0). The Proposal shall also include the Company s preferred protocol for the notification and inspection of Agency modifications and operational changes to Facility(s) and System(s). The Proposal shall also include procedures for normalizing the baseline energy model throughout the proposed term for the following factors: Weather (electric) Weather (gas service) Utility billing dates Other factors (upon prior Agency approval) H. Provide Cost and Fee Estimates The Company shall provide in the Proposal detailed line-item estimates, including detailed back-up documentation, of all costs and fees associated with the installation and implementation of the recommended EEMs including: 1. Engineering design costs for individual EEMs Shared Savings Proposal Agreement [date] [Agency] [Company] Page 6 of 18

33 2. EEM installation costs, including material and labor costs 3. Disposal fees 4. Permitting fees 5. Construction management fees 6. Financing fees 7. Overhead and profit 8. Contingency costs 9. Extended warranties 10. Initial training costs 11. Annual service fees including: Measurement & verification Service and maintenance Performance monitoring Ongoing training 12. Other costs/fee (specify) I. Develop Savings Estimates The Agency has endeavored to provide the Company with sufficient general and specific guidance in this Article 1 to develop the savings estimates for the Proposal. In the event that questions arise as to the calculation of savings or whether certain items will be allowed as savings, the Company shall seek written guidance from the Agency. The Agency's rejection of savings calculation methods shall be at the sole risk of the Company. The following items will be allowed as savings or in the development of savings: Decreases in Agency material/commodity costs Outside maintenance labor cost (if applicable) Agreed escalation rates for natural gas Agreed escalation rates for electricity Agreed escalation rates for water Agreed escalation rates for material/commodity costs Agreed escalation rates for labor costs (as allowed by Agency) The following items will not be allowed as savings or in the development of savings without prior Agency approval: Agency in-house labor costs Agency deferred maintenance costs Offset of future Agency capital improvement costs Assuming an executed Shared Savings Contract results from this Agreement, the value of actual electrical, fuel, and water cost savings shall be escalated over the term of the Shared Savings Contract using actual rate increases. The base rates (i.e., the actual rates Shared Savings Proposal Agreement [date] [Agency] [Company] Page 7 of 18

34 in effect at the time of the Proposal) for the respective electrical, fuel, and water utilities shall not devalue over the term of the Shared Savings Contract in the event of any rate decreases. J. Deliver the Proposal The Company shall deliver the final Proposal to the Agency by (if blank, then ninety (90) days from the effective date of this Agreement), in the following format: An executive summary which describes the Facility(s) and System(s) addressed in the Proposal, EEMs evaluated, analysis methodology, results, and a summary table presenting the savings estimates costs for each EEM. A financial proforma showing all EEM costs and projected cost savings, in an annualized format, for each month and year of the proposed term. The financial proforma shall also incorporate the Company s projected share of recurring cost savings for each month and year of the proposed term. In addition, the financial proforma shall address the overall economic logic of the Company s proposal (i.e., simple payback, IRR, and/or NPV) in a format approved by the Agency. A summary of all utility bills, the baseline energy model, how the baseline energy model was established, and an end-use reconciliation with respect to the baseline energy model including a discussion of any unusual characteristics and findings. Detailed descriptions for each EEM including analysis method, supporting calculations (may be submitted in appendices), results, proposed equipment and implementation issues. Conclusions, observations, and caveats regarding cost and savings estimates. Thorough appendices which document the data relied upon to prepare the analysis and how that data was collected. K. Agency Acceptance The Agency shall conduct and complete a technical review within thirty (30) days of its receipt of the Proposal. The Agency may accept the Proposal and, in accordance with applicable laws, negotiate and execute a Shared Savings Contract with the Company if the proposed EEMs are feasible and if the projected cost savings appear to be sufficiently greater than the projected costs. Article 2: Shared Savings Contract The Parties intend to negotiate a Shared Savings Contract under which the Company shall design, finance, install, monitor, and maintain such EEMs in exchange for a portion of the resulting cost savings. However, nothing in this Agreement should be construed as an obligation Shared Savings Proposal Agreement [date] [Agency] [Company] Page 8 of 18

35 on any of the Parties to execute such a Shared Savings Contract. The terms and provisions of such a Shared Savings Contract shall be set forth in a separate agreement. This Agreement shall automatically terminate upon the Parties execution of a Shared Savings Contract relating to the Facility(s) and System(s) identified in Attachment A to this Agreement. Article 3: Payment The Parties understand and intend that the Company s costs for services performed under this Agreement (1) shall be included in the total project cost, (2) shall not be paid for under this Agreement, and (3) shall be paid for only under the Shared Savings Contract, if any, from savings generated by implemented EEMs. The Company is undertaking work under this Agreement completely at risk for payment and in consideration of the Agency s present intention to negotiate the potential Shared Savings Contract with the Company from an acceptable Proposal. The Company acknowledges and agrees that its only source for payment for this Proposal is as part of the potential Shared Savings Contract and is contingent upon realization of cost savings being sufficiently greater than projected costs to promote the negotiation and likely execution of a Shared Savings Contract. All payment terms and penalties for late payment in a Shared Savings Contract are outlined within Florida Statute The amount of interest charges is in accordance with F.S There are no payment terms in this agreement. The Company further understands that the Agency may implement all or part of a recommended EEM without liability to the Company (or its subcontractors or suppliers) if there are extenuating circumstances (e.g., a sudden or imminent equipment failure) and the Agency would have taken similar measures regardless of the Company s recommendation. Article 4: Termination A. By Company: The Company may terminate this Agreement prior to the completion of the Proposal or subsequent to the completion of the Proposal if: (i) (ii) (iii) It determines that the proposed energy and cost savings through the implementation of the proposed EEMs at the Facility(s) are not, in the Company s opinion, reliable enough to warrant a Shared Savings Contract; or It determines that even though the proposed energy and cost savings are reliable, that amount of savings would be insufficient to cover the costs associated with developing and executing a Shared Savings Contract. It determines it no longer wishes to explore the potential of a Shared Savings Contract. Shared Savings Proposal Agreement [date] [Agency] [Company] Page 9 of 18

36 Termination under this section shall be effective upon the Agency s receipt of written notification from the Company stating the reason for the termination and all supporting documents. The Company shall provide the Agency with any notes, reports, or analysis which have been produced or prepared prior to the effective date of the termination. B. By Agency: The Agency may terminate this Agreement: (i) (ii) (iii) If the Company fails to complete the Proposal or deliver it to the Agency within the time established in Article 1, above; or fails to obtain a written extension of that time from the Agency. Termination under this subsection B (i) shall be effective upon the Company s receipt of written notification from the Agency that the deadline for submission of the Proposal has passed. The Company shall provide the Agency with any notes, reports or analysis which have been produced or prepared prior to the effective date of the termination. If, prior or subsequent to the completion of the Proposal, the Company notifies the Agency in writing of its intent to terminate this Agreement pursuant to subsection 4 A (i) or (ii) above. Termination under this subsection B (ii) shall be effective upon the Company s receipt of written notification from the Agency. The Company shall provide the Agency with any notes, reports or analysis which have been produced or prepared prior to the effective date of the termination. If the Agency determines it no longer wishes to explore the potential of a Shared Savings Contract C. By Either Party: Either Party may terminate this Agreement, when the Party deems it to be in its best interest to do so, by providing the other Party thirty (30) days written notice of its intent to do so. Termination shall be effective thirty (30) days after receipt of the written notice. Article 5: Standard Terms and Conditions Section 1. Agreement Term This Agreement term shall commence on the effective date of the Agreement and end on [date], unless earlier terminated pursuant to the provisions of Article 4 hereof. Section 2. Appropriations If applicable, as there are no payments under this agreement, and in accordance with Florida Statute , the State of Florida s performance and obligation to pay under this contract is contingent upon an annual appropriation of the Legislature. The Agency shall provide written Shared Savings Proposal Agreement [date] [Agency] [Company] Page 10 of 18

37 notification to the Company of any impending change in the status of appropriations which may affect this Agreement. Section 3. Materials, Equipment and Supplies The Company shall provide or cause to be provided all facilities, materials, equipment and supplies necessary to develop the Proposal. Section 4. Subcontractor Disclosure As of the execution date of this Agreement, the following subcontractors are expected to perform material work (i.e., greater than 5% of the total work) pursuant to this Agreement: [subcontractor] [address] If, during the term of this Agreement, the Company retains subcontractors to perform material work pursuant to this Agreement who were not disclosed, the Company shall so notify the Agency in writing. Section 5. Patent and Copyright Responsibility The Company agrees that any material or design specified by the Company or supplied by the Company pursuant to this Agreement shall not knowingly infringe any patent or copyright, and the Company shall be solely responsible for securing any necessary licenses required for patented or copyrighted material utilized by the Company in the development of the Proposal. Section 6. Release and Indemnity The Company agrees to assume all risk of loss and to indemnify and hold the State of Florida (including the Agency and all other agencies, branches and subdivisions), and its officers, agents and employees harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys and witnesses fees, and expenses incident thereto, for injuries to persons (including death) and for loss of, damage to or destruction of property (including property of the State) because of the Company s negligent or intentional acts or omissions. In the event that any demand or claim is made or suit is commenced against the Agency, the Agency shall give prompt written notice thereof to the Company and the Company shall have the right to compromise or defend the same to the extent of its own interest. The Company further agrees to maintain adequate insurance to protect the State and the Agency against such risks. The Company also agrees to indemnify and hold the State harmless should any goods or services provided by the Company infringe upon the patent, copyright or trade secret of another. Shared Savings Proposal Agreement [date] [Agency] [Company] Page 11 of 18

38 Section 7. Lobbying, Integrity, and Retention of Records Pursuant to section of the Florida Statutes, the Company may not expend any State funds for the purpose of lobbying the Legislature, the judicial branch, or a state agency. In addition, the Company shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee s decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2), gratuity means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or agreements of any kind. Upon request of the Agency s Inspector General, or other authorized State official, the Company shall provide any type of information the Inspector General deems relevant to the Company s integrity or responsibility. Such information may include, but shall not be limited to, the Company s business or financial records, documents, or files of any type or form that refer to or relate to the Agreement. The Company shall retain such records for the longer of (1) three years after the expiration of the Agreement or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: Failure to maintain the books, records, and supporting documents required by this Section shall establish a presumption in favor of the Agency for the recovery of any funds paid by the Agency under the Agreement for which adequate books, records, and supporting documents are not available to support their purported disbursement. Section 8. Public Records If, under this Agreement, the Company is providing services and is acting on behalf of the Agency as provided under section (2), Florida Statutes, the Company, subject to the terms of section (1)(c), Florida Statutes, and any other applicable legal and equitable remedies, shall: (i) (ii) Keep and maintain public records that ordinarily and necessarily would be required by the Agency in order to perform the service; Provide the public with access to public records on the same terms and conditions that the Agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (iii) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; (iv) Meet all requirements for retaining public records and transfer, at no cost, to the Agency all public records in possession of the Company upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, and all records stored Shared Savings Proposal Agreement [date] [Agency] [Company] Page 12 of 18

39 electronically must be provided to the Agency in a format that is compatible with the information technology systems of the Agency. The Agency may unilaterally cancel this Agreement for refusal by the Company to allow public access to all documents, papers, letters, or other material made or received by the Company in conjunction with this Agreement, unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section (1), Florida Statutes. Section 9. Personnel The Company, together with its agents, subcontractors, officers and employees, shall have and always retain under the Agreement the legal status of an independent contractor, and in no manner shall they be deemed employees of the Agency or deemed to be entitled to any benefits associated with such employment. During the term of the Agreement, the Company shall maintain at its sole expense those benefits to which its employees would otherwise be entitled to by law, including health benefits, and all necessary insurance for its employees, including workers compensation, disability, and unemployment insurance, and provide the Agency with certification of such insurance upon request. The Company remains responsible for all applicable federal, state, and local taxes, and all FICA contributions. Section 10. Compliance with Applicable Law In performing this Agreement, the Company shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, State, and local agencies having jurisdiction and authority. By way of non-exhaustive example, Chapter 287 of the Florida Statutes and Chapter 60A-1 of the Florida Administrative Code govern the Agreement. By way of further non-exhaustive example, the Company shall comply with section 247A(e) of the Immigration and Nationalization Act, the Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran s status. Violation of such laws shall be grounds for Agreement termination. The Agency may cancel the Agreement if the Company refuses to allow public access to all records made or received by the Company in conjunction with the Agreement, unless the records are exempt from section 24(a) of Article I of the State Constitution and section (1) of the Florida Statutes. Section 11. Waivers No right of either party hereto shall be deemed to have been waived by non-exercise thereof, or otherwise, unless such waiver is reduced to writing and executed by the party entitled to exercise such right. Section 12. Assignment Neither Party may assign this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. Shared Savings Proposal Agreement [date] [Agency] [Company] Page 13 of 18

40 Section 13. Capacity to Contract Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective Party to the Agreement. The Company warrants that it is in good standing and legally authorized to transact business in Florida. The Company warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Company s ability to satisfy its Agreement obligations. The Company warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The Company shall immediately notify the Agency in writing if its ability to perform is compromised in any manner during the term of the Agreement. Section 14. Confidential Information Each Party may, in accordance with chapter 119, Florida Statutes, have access to confidential and/or exempt information made available by the other Party. Each Party shall protect such confidential and/or exempt information in the same manner as it protects its own confidential and/or exempt information of like kind. Disclosure of any confidential and/or exempt information received by either Party will be governed by the Public Records Act, chapter 119 of the Florida Statutes. Section 15. Criminal Background Check Requirements A. Background Screening In addition to any background screening required by the Company as a condition of employment, the Company shall conduct a criminal background screening of, or ensure that such a screening is conducted for, each of its employees, subcontractor personnel, independent contractors, leased employees, volunteers, licensees or other person, hereinafter referred to as Person or Persons, directly performing services under this Agreement whether or not the Person has access to state of Florida Data, as well as those persons who are not performing services under this Agreement but have access, including indirect access, to state of Florida Data. Access means to approach, instruct, communicate with, store data in, retrieve data from, or otherwise make use of any resources of a computer, computer system, or computer network. Data means a representation of information, knowledge, facts, concepts, computer software, computer programs or instructions, whether said information is confidential information or personal information. Data may be in any form, including but not limited to, in storage media, stored in the memory of the computer, in transit or presented on a display device, or a hard copy. The minimum background check process shall include a check of the following databases through a law enforcement agency or a Professional Background Screener accredited by the National Association of Professional Background Screeners or a comparable standard: Social Security Number Trace; and Shared Savings Proposal Agreement [date] [Agency] [Company] Page 14 of 18

41 Criminal Records (Federal, State and County criminal felony and misdemeanor, national criminal database for all states which make such data available); The Company agrees that each Person will be screened as a prior condition for performing services or having access to state of Florida Data. The Company is responsible for any and all costs and expenses in obtaining and maintaining the criminal background screening information for each Person described above. The Company shall maintain documentation of the screening in the Person s employment file. (i) Disqualifying Offenses/Criminal Finding: A Criminal Finding is defined as a misdemeanor or felony conviction, plea of nolo contendere, plea of guilty, or adjudication of guilt withheld record for any disqualifying offense listed below. If at any time it is determined that a Person has a Criminal Finding within the last ten (10) years from the date of the court s determination for the crimes listed below, or their equivalent in any jurisdiction, the Company is required to immediately remove that Person from any position with access to state of Florida Data or directly performing services under this Agreement. The disqualifying offenses are: Computer related or information technology crimes Fraudulent practices, false pretenses and frauds, and credit card crimes Forgery and counterfeiting Violations involving checks and drafts Felony theft If the Company removes a Person from a position under this provision due to a Criminal Finding, it may obtain information regarding the incident and determine whether that Person should continue providing services under this Agreement or have access to state of Florida Data. The Company shall consider the following factors only in making the determination: 1) the nature and gravity of the offense, 2) the amount of time that lapsed since the offense, 3) the rehabilitation efforts of the person, and 4) the relevancy of the offense to the job duties of the Person. During the process of collecting the information and making a decision, the Company shall not allow the Person to perform services or have access to state of Florida Data. (ii) Self-Disclosure: The Company shall ensure that all Persons have a responsibility to self-report to the Company within three (3) calendar days a Criminal Finding or an updated court disposition of a Criminal Finding. The Company shall notify the Agency s Contract Manager within 24 hours of all details concerning any Criminal Finding or updated court disposition of such Criminal Finding as reported by a Person. The Company shall immediately assess whether to disallow that Person access to any state of Florida Data or from directly performing services under the contract. Additionally, the Company shall require that the Person complete an annual certification that they have not received any additional Criminal Findings and shall maintain that certification in the employment file. Shared Savings Proposal Agreement [date] [Agency] [Company] Page 15 of 18

42 (iii) Refresh Screening: The Company shall ensure that all background screening is refreshed every five (5) years from the time initially performed for each Person during the term of the Agreement. B. Duty to Provide Secure Data The Company shall maintain the security of state of Florida Data including, but not limited to, a secure area around any display of such Data or Data that is otherwise visible. The Company shall also comply with all other state and federal rules and regulations regarding security of information. C. Department s Ability to Audit Screening Compliance and Inspect Locations The Agency reserves the right to audit the Company s background screening process upon two days prior written notice to the Company during the term of this Agreement. The Agency shall have the right to inspect the Company s work area and/or location upon two business days prior written notice to the Company to ensure that access to the state of Florida Data is secure and in compliance with this Agreement and all applicable state and federal rules and regulations. D. Indemnification The Company agrees to defend, indemnify and hold harmless the Agency, the state of Florida, and its officers, directors and employees, for any claims, suits or proceedings alleging a breach of the state of Florida Data. The Company shall include credit monitoring services at its own cost for those Members affected or potentially affected by a breach of the state of Florida Data for a two (2) year period following the breach. Section 16. Project Management All necessary and ordinary communications, submittals, approvals, requests and notices related to Project work shall be issued or received by: [agency] [address] [telephone] [facsimile] [ ] [company] [address] [telephone] [facsimile] [ ] Either Party may change its point of contact by written notice to other Party s then-current designated contact, which shall not constitute a formal amendment to this Agreement. Section 17. Modification of Terms The Agreement contains all the terms and conditions agreed upon by the Parties. The Agreement may only be modified or amended upon mutual written agreement of the Parties. No oral agreements or representations shall be valid or binding upon the Agency or Company. Shared Savings Proposal Agreement [date] [Agency] [Company] Page 16 of 18

43 Section 18. Execution in Counterparts The Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 19. Severability If a court deems any provision of the Agreement void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable, and all other provisions shall remain in full force and effect. SO AGREED: STATE OF FLORIDA DEPARTMENT OF By: [name], Secretary Date [Company] By: Its: Date Shared Savings Proposal Agreement [date] [Agency] [Company] Page 17 of 18

44 Attachment A to the Shared Savings Proposal Agreement (Use One Sheet per Facility Copy This Sheet as Necessary) Name of Facility: Address: List of System(s): Facility Manager: Shared Savings Proposal Agreement [date] [Agency] [Company] Page 18 of 18

45 Attachment B

46 A Contract for Shared Savings Financing of Energy Efficiency Upgrades For the Development of Energy Efficiency Partnerships By and Between [Insert Company Name Here] and [Insert Agency Name Here] for [Insert Project/Facility Name Here] [Insert Date Here]