Ex-10.9 Contract with Montgomery County, Maryland

EX-10.9 6 b61904a1exv10w9.txt EX-10.9 CONTRACT WITH MONTGOMERY COUNTY, MARYLAND EXHIBIT 10.9 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CONTRACT MONTGOMERY COUNTY CONTRACT NO. 6506100014 THIS CONTRACT is made and entered into by and between Montgomery County, Maryland, hereinafter referred to as the "County", and World Energy Solutions, Inc., 446 Main Street, Worcester, Massachusetts 01608, hereinafter referred to as the "Contractor". The County requires electricity supply acquisition management services and the Contractor is able to meet the County's need for these services. The Contractor has a contract with the U.S. General Services Administration, in which the Contractor provides electricity supply acquisition management services that the County would like to procure. (U.S. General Services Administration, Contract No. GS-00P-05-BSC-0364, dated September 28, 2005) In accordance with Montgomery County Procurement Regulations 27-03AM, Section 4.1.15 and 11B-42 of the Montgomery County Code, a "bridge contract" is being established between the Contractor and the County. The contract is for materially the same electricity supply acquisition management services at the same prices as the contract between Contractor and the U.S. General Services Administration, Contract No. GS-00P-05-BSC-0364, dated September 28, 2005. In accordance with (1) This contract document including the County's Special Terms and Conditions (2) Attachment A - the County's "General Conditions of Contract Between County and Contractor"(Form PMMD 45, REVISED 1/06/05), (3) Attachment B - Mandatory Insurance Requirements, and (4) Attachment C - U.S. GSA Contract No. GS-00P-O5-BSC-0364, all of which are attached and incorporated by reference and made a part of this contract, the County and the Contractor do agree as follows: A. SPECIFICATION/SCOPE OF WORK: The Contractor must provide, as required by the County, electricity supply acquisition management services in accordance with Contract No. GS-00P-05-BSC-0364. B. COMPENSATION/METHOD OF PAYMENT: The County will enter into a $0 value contract with World Energy Solutions, Inc. (WES) as fees will be collected on a per unit basis for all supply contracts awarded as a result of services provided. This approach solves both budgetary and possible performance issues as no payment will be required unless services provided result in the award of a supply contract. WES will be reimbursed by winning suppliers at a rate of $0.001 per kWh for all accounts served through contract awards. Fees paid by suppliers will be based on the amount of actual kWhs used by each of the accounts served over the life of the awarded contract(s). The County will include payment and reporting terms for all winning suppliers to WES in the RFP for energy supply and the final contract award to energy suppliers. All other government agencies responsible for making their own contract awards will also be required to include payment and reporting terms to WES in their final contract awards to energy suppliers. C. CONTRACT TERM: The terra of the contract is for one (1) year from the date of signature by the Director, Office of Procurement. Before the contract term ends, the Page 1 of 3 Director may (but is not required to) renew this contract if the Director determines that renewal is in the best interests of the County. Contractor's satisfactory performance does not guarantee renewal of this Contract. The Director may exercise this option to renew for two (2) additional one-year periods. D. SPECIAL TERMS AND CONDITIONS: 1. CONTRACT ADMINISTRATOR The designated Contract Administrator for this Contract is Stephen Nash, Chief, Engineering and Management Service Section, Division of Operations, Department of Public Works and Transportation. 2. DEPARTMENTS AUTHORIZED TO USE THE CONTRACT The primary user of this contract will be the Engineering and Management Service Section, Division of Operations, Department of Public Works and Transportation. All other users of this contract must route their usage through the Contract Administrator, or designee. E. GENERAL CONDITIONS: The General Conditions of Contract Between the County and Contractor (General Conditions) are attached and incorporated herein as Attachment A. The mandatory insurance requirements contained in Attachment B supercede those contained in paragraph 21 of Attachment A. F. PRIORITY OF DOCUMENTS: The following documents are attached hereto and incorporated herein by reference. The order of priority for purposes of resolving conflicts between the documents is: (1) This Contract document including Attachment A - the County's "General Conditions of Contract Between County and Contractor" (Form PMMD 45, REVISED 1/06/05), Attachment B - Mandatory Insurance Requirements, and (2) Attachment C - Contract No. GS-00P-05-BSC-0364 between Contractor and the U.S. General Services Administration. Page 2 of 3 SIGNATURES IN WITNESS WHEREOF, the parties herein have entered into this CONTRACT as of the date executed by the County's Director, Office of Procurement. WORLD ENERGY SOLUTIONS, INC. MONTGOMERY COUNTY, MARYLAND 446 Main Street Worcester, Massachusetts 01608 By: /s/ Richard Domaleski By: /s/ [ILLEGIBLE] --------------------------------- ------------------------------------ Typed: Richard Domaleski Dr. Beatrice P. Tignor, Director Title: CEO Office of Procurement Date: 1/04/06 Date: 1/9/06 RECOMMENDED: By: /s/ [ILLEGIBLE] ------------------------------------ for Stephen Nash, Chief Engineering and Management Service Section Division of Operations, DPWT Date: [ILLEGIBLE] APPROVED AS TO FORM AND LEGALITY BY THE OFFICE OF THE COUNTY ATTORNEY By: /s/ [ILLEGIBLE] ------------------------------------ Date: 12-29-05 Page 3 of 3 ATTACHMENT A GENERAL CONDITIONS OF CONTRACT BETWEEN COUNTY & CONTRACTOR 1. ACCOUNTING SYSTEM AND AUDIT, ACCURATE INFORMATION The contractor certifies that all information the contractor has provided or will provide to the County is true and correct and can be relied upon by the County in awarding, modifying, making payments, or taking any other action with respect to this contract including resolving claims and disputes. Any false or misleading information is a ground for the County to terminate this contract for cause and to pursue any other appropriate remedy. The contractor certifies that the contractor's accounting system conforms with generally accepted accounting principles, is sufficient to comply with the contract's budgetary and financial obligations, and is sufficient to produce reliable financial information. The County may examine the contractor's and any first-tier subcontractor's records to determine and verify compliance with the contract and to resolve or decide any claim or dispute arising under this contract. The contractor and any first-tier subcontractor must grant the County access to these records at all reasonable times during the contract term and for 3 years after final payment. If the contract is supported to any extent with federal or state funds, the appropriate federal or state authorities may also examine these records. The contractor must include the preceding language of this paragraph in all first-tier subcontracts. 2. AMERICANS WITH DISABILITIES ACT The contractor agrees to comply with the nondiscrimination requirements of Titles II and III, and other provisions, of the Americans with Disabilities Act of 1990, Pub. Law 101-336, as amended, currently found at 42 U.S.C., Section 12101, et seq. 3. APPLICABLE LAWS This contract must be construed in accordance with the laws and regulations of Maryland and Montgomery County. The Montgomery County Procurement Regulations are incorporated by reference into, and made a part of, this contract. In the case of any inconsistency between this contract and the Procurement Regulations, the Procurement Regulations govern. The contractor must, without additional cost to the County, pay any necessary fees and charges, obtain any necessary licenses and permits, and comply with applicable federal, state and local laws, codes and regulations. For purposes of litigation involving this contract, except for contract Disputes discussed in paragraph 8 below, exclusive venue and jurisdiction must be in the Circuit Court for Montgomery County, Maryland or in the District Court of Maryland for Montgomery County. Furthermore, by signing, or performing work under, a contract for services or arising from a grant award to participate in a County-funded program, contractor expressly certifies and agrees that it will not expend County funds to assist, promote, deter, or otherwise influence union activity or organizing, and that it will comply with the requirements of Montgomery County Code, Section 11B-33B. Page 1 of 12 4. ASSIGNMENTS AND SUBCONTRACTS The contractor may not assign or transfer this contract, any interest herein or any claim hereunder, except as expressly authorized in writing by the Director, Office of Procurement. Unless performance is separately and expressly waived in writing by THE DIRECTOR, OFFICE OF PROCUREMENT, an assignment does not release the contractor from responsibility for performance of this contract. Unless otherwise provided in the contract, the contractor may not contract with any other party for furnishing any of the materials or services herein contracted for without the written approval of the Director, Office of Procurement. 5. CHANGES The Director, Office of Procurement may unilaterally change the work, materials and services to be performed. The change must be in writing and within the general scope of the contract. The contract will be modified to reflect any time or money adjustment the contractor is entitled to receive. Contractor must bring to the Contract Administrator, in writing, any claim about an adjustment in time or money resulting from a change, within 30 days from the date the Director, Office of Procurement, issued the change in work, or the claim is waived. Any failure to agree upon a time or money adjustment must be resolved under the "Disputes" clause of this contract. The contractor must proceed with the prosecution of the work as changed, even if there is an unresolved claim. No charge for any extra work, time or material will be allowed, except as provided in this section. 6. CONTRACT ADMINISTRATION A. The contract administrator, subject to paragraph B below, is the Department representative designated by the Director, Office of Procurement, in writing and is authorized to: (1) serve as liaison between the County and Contractor; (2) give direction to the Contractor to ensure satisfactory and complete performance; (3) monitor and inspect the Contractor's performance to ensure acceptable timeliness and quality; (4) serve as records custodian for this contract, including wage requirements; (5) accept or reject the Contractor's performance; (6) furnish timely written notice of the contractor's performance failures to the Director, Office of Procurement and to the County Attorney, as appropriate; (7) prepare required reports; Page 2 of 12 (8) approve or reject invoices for payment; (9) recommend contract modifications or terminations to the Director, Office of Procurement; (10) issue notices to proceed; and (11) monitor and verify compliance with any MFD Performance Plan. B. The contract administrator is NOT authorized to make determinations (as opposed to recommendations) that alter, modify, terminate or cancel the contract, interpret ambiguities in contract language, or waive the County's contractual rights. 7. COST & PRICING DATA Chapter 11B of the County Code and the Montgomery County Procurement Regulations require that cost & pricing data be obtained from proposed awardees/contractors in certain situations. The contractor guarantees that any cost & pricing data provided to the County will be accurate and complete. The contractor grants the Director, Office of Procurement, access to all books, records, documents, and other supporting data in order to permit adequate evaluation of the contractor's proposed price(s). The contractor also agrees that the price to the County, including profit or fee, may, at the option of the County, be reduced to the extent that the price was based on inaccurate, incomplete, or noncurrent data supplied by the contractor. 8. DISPUTES Any dispute by Contractor arising under this contract that is not disposed of by agreement must be decided under the Montgomery County Code and the Montgomery County Procurement Regulations. Pending final resolution of a dispute, the Contractor must proceed diligently with contract performance. Subject to subsequent revocation or alteration by the Director, Office of Procurement, the head of the County department, office or agency ("Department Head") of the contract administrator is the designee of the Director, Office of Procurement, for the purpose of dispute resolution. The Department Head, or his or her designee, must forward to the Director, Office of Procurement, a copy of any written resolution of a dispute. The Department Head may, with the contractor's consent, delegate this responsibility to another person (other than the contract administrator). A contractor must notify, in writing, the contract administrator of a claim, and must attempt to resolve a claim with the contract administrator prior to filing a dispute with the Director, Office of Procurement. The contractor waives any dispute or claim not made in writing and received by the Director, Office of Procurement, within 30 days of the event giving rise to the dispute or claim, whether or not the contract administrator has responded to a written notice of claim or resolved the claim. The Director, Office of Procurement, must dismiss a dispute that is not timely filed. A dispute must be in writing, for specific relief, and any requested relief must be fully supported by affidavit of all relevant calculations, including cost and pricing information, records, and other information. At the County's option, the Contractor agrees to be made a party to any related dispute involving another contractor. Page 3 of 12 9. DOCUMENTS, MATERIALS AND DATA All documents, materials or data developed as a result of this contract are the County's property. The County has the right to use and reproduce arty documents, materials, and data, including confidential information, used in the performance of, or developed as a result of, this contract. The County may use this information for its own purposes, including reporting to state and federal agencies. The contractor warrants that it has title to or right of use of all documents, materials or data used or developed in connection with this contract. The Contractor must keep confidential all documents, materials, and data prepared or developed by the contractor or supplied by the County. 10. DURATION OF OBLIGATION The contractor agrees that all of contractor's obligations and warranties, including all requirements imposed by the Minority Owned Business Addendum to these General Conditions, if any, which directly or indirectly are intended by their nature or by implication to survive contractor performance, do survive the completion of performance, termination for default, termination for convenience, or termination by mutual consent of the contract. 11. ENTIRE AGREEMENT There are no promises, terms, conditions, or obligations other than those contained in this contract. This contract supersedes all communications, representations, or agreements, either verbal or written, between the parties hereto, with the exception of express warranties given to induce the County to enter into the contract. 12. ETHICS REQUIREMENTS/ POLITICAL CONTRIBUTIONS The contractor must comply with the ethics provisions contained in Chapters 11B and 19A, Montgomery County Code, which include the following: (a) a prohibition against making or offering to make certain gifts. Section 11B-51(a). (b) a prohibition against kickbacks. Section 11B-51(b). (c) a prohibition against a person engaged in a procurement from employing or offering to employ a public employee. Section 11B-52 (a). (d) a prohibition against a contractor that is providing a recommendation to the County from assisting another party or seeking to obtain an economic benefit beyond payment under the contract. Section 11B-52(b) (e) a restriction on the use of confidential information obtained in performing a contract. Section 11B-52 (c). (f) a prohibition against contingent fees. Section 11B-53. Page 4 of 12 Furthermore, the contractor specifically agrees to comply with County Code Sections 11B-51, 11B-52, 11B-53, 19A-12, and/or 19A-13. In addition, the contractor must comply with the political contribution reporting requirements currently codified under Title 14 of Article 33 of the Annotated Code of Maryland. 13. GUARANTEE A. Contractor guarantees for one year from acceptance, or for a longer period that is otherwise expressly stated in the County's written solicitation, all goods, services, and construction offered, including those used in the course of providing the goods, services, and/or construction. This includes a guarantee that all products offered (or used in the installation of those products) carry a guarantee against any and all defects for a minimum period of one year from acceptance, or for a longer period stated in the County's written solicitation. The contractor must correct any and all defects in material and/or workmanship that may appear during the guarantee period, or any defects that occur within one (1) year of acceptance even if discovered more than one (1) year after acceptance, by repairing, (or replacing with new items or new materials, if necessary) any such defect at no cost to the County and to the County's satisfaction. B. Should a manufacturer's or service provider's warranty or guarantee exceed the requirements stated above, that guarantee or warranty will be the primary one used in the case of defect. Copies of manufacturer's or service provider's warranties must be provided upon request. C. All warranties and guarantees must be in effect from the date of acceptance by the County of the goods, services, or construction. D. The contractor guarantees that all work shall be accomplished in a workmanlike manner, and the contractor must observe and comply with all Federal, State, County and local laws, ordinances and regulations in providing the goods, and performing the services or construction. E. Goods and materials provided under this contract must be of first quality, latest model and of current manufacture, and must not be of such age or so deteriorated as to impair their usefulness or safety. Items that are used, rebuilt, or demonstrator models are unacceptable, unless specifically requested by the County in the Specifications. 14. HAZARDOUS AND TOXIC SUBSTANCES Manufacturers and distributors are required by federal "Hazard Communication" provisions (29 CFR 1910.1200), and the Maryland "Access to Information About Hazardous and Toxic Substances" Law, to label each hazardous material or chemical container, and to provide Material Safety Data Sheets to the purchaser. The contractor must comply with these laws and must provide the County with copies of all relevant documents, including Material Safety Data Sheets, prior to performance of work or contemporaneous with delivery of goods. Page 5 of 12 15. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) COMPLIANCE In addition to the provisions stated above in Section 3. "Applicable Laws," contractor must comply with all requirements in the federal Health Insurance Portability and Accountability Act (HIPAA), to the extent that HIPAA is applicable to this contract. Furthermore, contractor must enter into the County's standard Business Associate Agreement when contractor or the County, as part of this contract, may use or disclose to one another, to the individual whose health information is at issue, or to a third-party, any protected health information that is obtained from, provided to, made available to, or created by, or for, the contractor or the County. 16. IMMIGRATION REFORM AND CONTROL ACT The contractor warrants that both the contractor and its subcontractors do not, and shall not, hire, recruit or refer for a fee, for employment under this contract or any subcontract, an alien while knowing the alien is an unauthorized alien, or any individual without complying with the requirements of the federal Immigration and Nationality laws, including any verification and record keeping requirements. The contractor further assures the County that, in accordance with those laws, it does not, and will not, discriminate against an individual with respect to hiring, recruitment, or referral for a fee, of an individual for employment or the discharge of an individual from employment, because of the individual's national origin or, in the case of a citizen or prospective citizen, because of the individual's citizenship status. 17. INCONSISTENT PROVISIONS Notwithstanding any provisions to the contrary in any contract terms or conditions supplied by the contractor, this General Conditions of Contract document supersedes the contractor's terms and conditions, in the event of any inconsistency. 18. INDEMNIFICATION The contractor is responsible for any loss, personal injury, death and any other damage (including incidental and consequential) that may be done or suffered by reason of the contractor's negligence or failure to perform any contractual obligations. The contractor must indemnify and save the County harmless from any loss, cost, damage and other expenses, including attorney's fees and litigation expenses, suffered or incurred due to the contractor's negligence or failure to perform any of its contractual obligations. If requested by the County, the contractor must defend the County in any action or suit brought against the County arising out of the contractor's negligence, errors, acts or omissions under this contract. The negligence of any agent, subcontractor or employee of the contractor is deemed to be the negligence of the contractor. For the purposes of this paragraph, County includes its boards, agencies, agents, officials and employees. Page 6 of 12 19. INDEPENDENT CONTRACTOR The contractor is an independent contractor. The contractor and the contractor's employees or agents are not agents of the County. 20. INSPECTIONS The County has the right to monitor, inspect and evaluate or test all supplies, goods, services, or construction called for by the contract at all reasonable places (including the contractor's place of business) and times (including the period of preparation or manufacture). 21. INSURANCE Prior to contract execution by the County, the proposed awardee/contractor must obtain at its own cost and expense the insurance specified in the applicable table (See Tables A and B) or attachment to these General Conditions, with one or more insurance company(ies) licensed or qualified to do business in the State of Maryland, and acceptable to the County's Division of Risk Management. Contractor must keep this insurance in full force and effect during the term of this contract, including all extensions. Unless expressly provided otherwise, Table A is applicable to this contract. The insurance must be evidenced by one or more Certificate(s) of Insurance and, if requested by the County, the proposed awardee/contractor must provide a copy of any and all insurance policies to the County. At a minimum, the proposed awardee/contractor must submit to the Director, Office of Procurement, one or more Certificate(s) of Insurance prior to award of this contact, and prior to any contract modification extending the term of the contract, as evidence of compliance with this provision. The contractor's insurance must be primary. Montgomery County, MD, including its officials, employees, agents, boards, and agencies, must be named as an additional insured on all liability policies. Forty-five days written notice to the County of cancellation or material change in any of the policies is required. In no event may the insurance coverage be less than that shown on the applicable table, attachment, or contract provision for required insurance. The Director, Office of Procurement, may waive the requirements of this section, in whole or in part. 22. INTELLECTUAL PROPERTY APPROVAL AND INDEMNIFICATION - INFRINGEMENT If contractor will be preparing, displaying, publicly performing, reproducing, or otherwise using, in any manner or form, any information, document, or material that is subject to a copyright, trademark, patent, or other property or privacy right, then contractor must: obtain all necessary licenses, authorizations, and approvals related to its use; include the County in any approval, authorization, or license related to its use; and indemnify and hold harmless the County related to contractor's alleged infringing or otherwise improper or unauthorized use. Accordingly, the contractor must protect, indemnify, and hold harmless the County from and against all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits, or actions, and Page 7 of 12 attorneys' fees and the costs of the defense of the County, in any suit, including appeals, based upon or arising out of any allegation of infringement, violation, unauthorized use, or conversion of any patent, copyright, trademark or trade name, license, proprietary right, or other related property or privacy interest in connection with, or as a result of, this contract or the performance by the contractor of any of its activities or obligations under this contract. 23. NON-CONVICTION OF BRIBERY The contractor hereby declares and affirms that, to its best knowledge, none of its officers, directors, or partners or employees directly involved in obtaining contracts has been convicted of bribery, attempted bribery, or conspiracy to bribe under any federal, state, or local law. 24. NON-DISCRIMINATION IN EMPLOYMENT The contractor agrees to comply with the non-discrimination in employment policies and/ or provisions prohibiting unlawful employment practices in County contracts as required by Section 11B-33 and Section 27-19 of the Montgomery County Code, as well as all other applicable state and federal laws and regulations regarding employment discrimination. The contractor assures the County that, In accordance with applicable law, it does not, and agrees that it will not, discriminate in any manner on the basis of race, color, religious creed, ancestry, national origin, age, sex, marital status, disability, or sexual orientation. The contractor must bind its subcontractors to the provisions of this section. Page 8 of 12 TABLE A. - INSURANCE REQUIREMENTS (See Paragraph #21 Under the General Conditions of Contract Between County and Contractor)

* Professional services contracts only Page 9 of 12 TABLE B. - INSURANCE REQUIREMENTS (See Paragraph #21 Under the General Conditions of Contract Between County and Contractor)

[Remainder of Page Intentionally Left Blank] Page 10 of 12 25. PAYMENTS No payment by the County may be made, or is due, under this contract, unless funds for the payment have been appropriated and encumbered by the County. Under no circumstances will the County pay the contractor for legal fees. The contractor must not proceed to perform any work (provide goods, services, or construction) prior to receiving written confirmation that the County has appropriated and encumbered funds for that work. If the contractor fails to obtain this verification from the Office of Procurement prior to performing work, the County has no obligation to pay the contractor for the work. If this contract provides for an additional contract term for contractor performance beyond its initial term, continuation of contractor's performance under this contract beyond the initial term is contingent upon, and subject to, the appropriation of funds and encumbrance of those appropriated funds for payments under this contract. If funds are not appropriated and encumbered to support continued contractor performance in a subsequent fiscal period, contractor's performance must end without further notice from, or cost to, the County. The contractor acknowledges that the County Executive has no obligation to recommend, and the County Council has no obligation to appropriate, funds for this contract in subsequent fiscal years. Furthermore, the County has no obligation to encumber funds to this contract in subsequent fiscal years, even if appropriated funds may be available. Accordingly, for each subsequent contract term, the contractor must not undertake any performance under this contract until the contractor receives a purchase order or contract amendment from the County that authorizes the contractor to perform work for the next contract term. 26. PERSONAL PROPERTY All furniture, office equipment, equipment, vehicles, and other similar types of personal property specified in the contract, and purchased with funds provided under the contract, become the property of the County upon the end of the contract term, or upon termination or expiration of this contract, unless expressly stated otherwise. 27. TERMINATION FOR DEFAULT The Director, Office of Procurement, may terminate the contract in whole or in part, and from time to time, whenever the Director, Office of Procurement, determines that the contractor is: (a) defaulting in performance or is not complying with any provision of this contract; (b) failing to make satisfactory progress in the prosecution of the contract; or (c) endangering the performance of this contract. The Director, Office of Procurement, will provide the contractor with a written notice to cure the default. The termination for default is effective on the date specified in the County's written notice. However, if the County determines that default contributes to Page 11 of 12 the curtailment of an essential service or poses an immediate threat to life, health, or property, the County may terminate the contract immediately upon issuing oral or written notice to the contractor without any prior notice or opportunity to cure. In addition to any other remedies provided by law or the contract, the contractor must compensate the County for additional costs that foreseeably would be incurred by the County, whether the costs are actually incurred or not, to obtain substitute performance. A termination for default is a termination for convenience if the termination for default is later found to be without justification. 28. TERMINATION FOR CONVENIENCE This contract may be terminated by the County, in whole or in part, upon written notice to the contractor, when the County determines this to be in its best interest. The termination for convenience is effective on the date specified in the County's written notice. Termination for convenience may entitle the contractor to payment for reasonable costs allocable to the contract for work or costs incurred by the contractor up to the date of termination. The contractor must not be paid compensation as a result of a termination for convenience that exceeds the amount encumbered to pay for work to be performed under the contract. 29. TIME Time is of the essence. 30. WORK UNDER THE CONTRACT Work may not commence under this contract until all conditions for commencement are met, including execution of the contract by both parties, compliance with insurance requirements, encumbrance of funds, and issuance of any required notice to proceed. THIS FORM MAY NOT BE MODIFIED WITHOUT THE PRIOR APPROVAL OF THE OFFICE OF THE COUNTY ATTORNEY. PMMD-45, REVISED 01/06/05 Page 12 of 12 ATTACHMENT B MANDATORY INSURANCE REQUIREMENTS BRIDGE CONTRACT WITH WORLD ENERGY SOLUTIONS, INC. Provide a web based bidding application that will assist the County to structure our RFP to procure electricity and will receive the bids and assist the County in assimilating the bidders information which will allow the County the necessary information to make the final selections. Prior to the execution of the contract by the County, the proposed awardee must obtain at their own cost and expense the following insurance with an insurance company/companies licensed to do business in the State of Maryland and acceptable to the Division of Risk Management. This insurance must be kept in full force and effect during the term of this contract, including all extensions. The insurance must be evidenced by a certificate of insurance, and if requested by the County, the proposed awardee/Contractor shall provide a copy of the insurance policies. The Contractor's insurance shall be primary. Commercial General Liability A minimum limit of liability of FIVE HUNDRED THOUSAND DOLLARS ($500,000), combined single limit, for bodily injury and property damage coverage per occurrence including the following coverages: Contractual Liability Premises and Operations Independent Contractors Products and Completed Operations during and for two years following completion of the work. Professional Liability Professional liability insurance covering errors and omissions and negligent acts committed during the period of contractual relationship with the County with a limit of liability of at least FIVE HUNDRED THOUSAND DOLLARS ($500,000), per claim and aggregate and a maximum deductible of $25,000. Contractor/proposer agrees to provide a one-year discovery period under this policy. Additional Insured Montgomery County, Maryland, its elected and appointed officials, officers, consultants, agents and employees must be named as an additional insured on Contractor's Commercial and Excess/Umbrella Insurance for liability arising out of contractor's products, goods and services provided under this contract. Policy Cancellation Forty-five (45) days written notice of cancellation or material change of any of the policies is required. Certificate Holder Montgomery County, Maryland B ATTACHMENT C U.S. GENERAL SERVICES ADMINISTRATION CONTRACT NO. GS-00P-05-BSC-0364 R -- SUPPLY-SIDE ENERGY PROCUREMENT AND MANAGEMENT SERVICES - - Solicitation 01 - Posted on Aug 24, 2005 GENERAL INFORMATION Document Type: Presolicitation Notice Solicitation Number: GS-00P-05-BSC-0364 Posted Date: Aug 24, 2005 Original Response Date: Sep 07, 2005 Current Response Date: Sep 07, 2005 Original Archive Date: Feb 24, 2006 Current Archive Date: Feb 24, 2006 Classification Code: R -- Professional, administrative, and management support services Naics Code: 541690 -- Other Scientific and Technical Consulting Services

CONTRACTING OFFICE ADDRESS General Services Administration, Public Buildings Service (PBS), Energy Center of Expertise (WPE), 7th & D Street, SW, Room 4004, Washington, DC, 20407 DESCRIPTION The General Services Administration is requesting proposals for the provision of performance-based supply-side energy management services, which include but are not limited to: performance of real-time, online reverse energy auctions, energy acquisition services and energy consultant services. The successful offeror will provide the full requirements for a term of five (5) years from date of award. Proposals must be received no later than 3:00 PM EST. on September 7, 2005 at General Services Administration, Energy Center of Expertise (WPE), 301 7th Street, SW, Room 4004, Washington, DC 20407, Attn: Ms. Linda Collins, Contracting Officer. If you have any questions, please contact Ms. Collins on ###-###-####. POINT OF CONTACT Linda Collins, Contracting Officer, Phone ###-###-####, Fax ###-###-####, Email ***@*** Register to Receive Notification GOVERNMENT-WIDE NUMBERED NOTES YOU MAY RETURN TO BUSINESS OPPORTUNITIES AT: - GSA PBS listed by [Posted Date] - GSA Agencywide listed by [Posted Date] [Home] [SEARCH synopses] [Procurement Reference Library] SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NO. PAGE 1 OF 72 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30 2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NO. 6. SOLICITATION ISSUE DATE GS-00P-05-BSC-0364 09-28-2005 GS-00P-05-BSC-0364 08-24-2005 7. FOR SOLICITATION a. NAME b. TELEPHONE No. (No Collect 8. OFFER DUE DATE/LOCAL TIME INFORMATION CALL > Linda L. Collins Calls) (202) 708-9881 09-07-2005 9. ISSUED BY CODE [ ] 10. THIS ACQUISITION IS 11. DELIVERY FOR FOB 12. DISCOUNT TERMS [X] UNRESTRICTED DESTINATION UNLESS BLOCK IS General Services [ ] SET ASIDE ___% FOR MARKED Administration [X] SEE SCHEDULE Energy Center of [ ] SMALL BUSINESS Expertise (WPE) [ ] 13a. THIS CONTRACT IS A RATED ORDER 301 7th Street, SW, [ ] SMALL DISADV. UNDER DPAS (15 CFR 700) Rooom 4004 BUSINESS Washington, DC 20407 [ ] 8(A) 13b. RATING SIC: 0781 SIZE STD: Not to 14. METHOD OF SOLICITATION Exceed $6M [ ] RFQ [ ] IFB [X] RFP 15. DELIVER TO CODE [ ] 16. ADMINISTERED BY CODE [ ] See Block 9 Address See Block 9 17a. CONTRACTOR/ CODE [ ] FACULTY 18a. PAYMENT WILL BE MADE BY CODE [ ] OFFEROR CODE [ ] World Energy Solutions 446 Main Street See Section A of Contract. Worcester, MA 01608 TELEPHONE NO. 508 ###-###-#### [ ] 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESSES SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED [X] SEE ADDENDUM 20. 19. SCHEDULE OF 21. 22. 23. 24. ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT - ---------------------- ----------------------- ---------- ----------- ---------------------------- ---------------------------- 1 See SUBMISSION REQUIREMENTS - PRICING SECTION C.1 TOTAL (Attach Additional Sheets as Necessary) 25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only) [X] 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212.4. FAR 52.212-3 and 52.212-5 ARE ATTACHED. ADDENDA [X] ARE [ ] ARE NOT ATTACHED [ ] 27b. CONTRACTOR/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA [ ] ARE [ ] ARE NOT ATTACHED 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 3 COPIES TO 29. AWARD OF CONTRACT: REFERENCE ________ OFFER DATED ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS _______________. YOUR OFFER ON SOLICITATION (BLOCK 5), [X] SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS [ ] INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN. HEREIN, IS ACCEPTED AS TO ITEMS: 30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) /s/ Richard Domaleski /s/ Linda L. Collins - ------------------------------------- ------------------------------------- 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. Date 31b. NAME OF CONTRACTING OFFICER 31c. DATE SIGNED Signed (TYPE OR PRINT) Richard Domaleski, CEO 9/7/05 Linda L. Collins 09/28/2005 32a. QUANTITY IN COLUMN 21 HAS BEEN 33. SHIP 34. VOUCHER NUMBER 35. AMOUNT VERIFIED NUMBER CORRECT FOR [ ] RECEIVED [ ] INSPECTED [ ] ACCEPTED AND CONFORMS TO [ ] PARTIAL THE CONTRACT, EXCEPT AS NOTED 32b. SIGNATURE OF AUTHORIZED GOVT 32c. DATE 36. PAYMENT 37. CHECK NUMBER REPRESENTATIVE [ ] COMPLETE [ ] PARTIAL [ ] 41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR 38. S/R 39. S/R VOUCHER NO. 40. PAID BY PAYMENT ACCOUNT NO. 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42a. RECEIVED BY (Print) 42b RECEIVED AT (Location) 42c. DATE 42d. TOTAL CONTAINERS REC'D (YY/MM/DD) AUTHORIZED FOR LOCAL REPRODUCTION SEE REVERSE FOR OMB CONTROL STANDARD FORM 1449(10-95)

1 STANDARD FORM 1449 - CONTINUED BLOCK 10. The Small Business Size Standard for this procurement is energy consulting with a not to exceed annual revenue of $6,000,000 under NAICS code is 541690. Any Energy Consultant with sales exceeding this standard for three continuous calendar years is considered a large business for the purposes of this procurement. 2 NOTE: ALL QUESTIONS MUST BE SUBMITTED IN WRITING AND CAN BE SENT VIA: ELECTRONIC MAIL AT ***@*** SECTION A: SCOPE OF WORK A.1 GENERAL Energy is an extremely complex commodity for Government entities to procure, especially considering today's volatile energy market and the recent financial problems of a number of once credit-worthy energy service providers. It is the desire of the U.S. Federal Government to secure the best value for energy supply and the transportation/transmission of such energy supply to Federal facilities. The U.S. General Services Administration (GSA), Public Buildings Service, Office of Applied Science, Energy Center of Expertise (ECOE), procures energy on behalf of Federal facilities nationwide and is issuing this Request for Proposal (RFP) for qualified contractors to provide supply-side energy procurement and management services. Therefore GSA is requesting proposals for the provision of performance-based supply-side energy management services, which include but are not limited to: performance of real-time, online reverse energy auctions, energy acquisition services and energy consultant services. The successful offeror (i.e. Contractor) will provide the full requirements for a term of five (5) years from date of award. The offeror must possess a combination of energy consultant skills and the technology to perform real-time, online reverse energy auctions all on a no upfront cost basis (performance based). A.2 OVERVIEW This Scope of Services defines the minimum requirements for the contractor to provide complete Energy Supply Acquisition Management Services. GSA reserves the right to negotiate additional tasks with the awarded contractor. The contractor will assist in the development and execution of the Request for Proposal (RFP) for all existing Federal facilities accounts and additional eligible Federal facilities which choose to participate. The pricing component of the RFP will be conducted via an on-line, real-time reverse auction. The contractor will be required to assist GSA in analyzing rates and tariffs for accounts to develop a comprehensive energy procurement strategy, and will help implement a total supply-side management solution for all accounts contained in the final energy aggregation. A.3 DETAILED SCOPE OF SERVICES PROCUREMENT /CONSULTANT SERVICES Provide Market Expertise, information and recommendations throughout the process. Conduct a survey of active and licensed suppliers as registered in the applicable utilities in order to determine the best market strategies, which will result in the most competitive bids and maximized savings for the ECOE. Define data requirements, identify sources of data, and create a central data repository of all relevant account information. As needed, the ECOE will assist the Consultant with this task in providing authorizations to collect account numbers and available historical data from the servicing utility and/or current competitive suppliers. The Contractor will be responsible for pulling utility quality data for all accounts included in the procurement directly from the utility and all costs associated. 3 Meet with selected ECOE points of contacts (POCs) and potential participants to answer questions, market the aggregation, explain the procurement process, and discuss market conditions. Create an RFP that requires bidders to provide the lowest bid prices available in the market that conform to the ECOE's specific RFP supply pricing types and service terms sought. Work with ECOE to advertise the procurement, contact registered suppliers for the applicable utilities to inform them of the procurement, and register prospective bidders. At the ECOE's direction, the Consultant will register prospective bidders as users of the reverse auction platform and answer any questions regarding use of the software system. Establish a pre-qualification process for potential energy suppliers. The Consultant will work with the ECOE to develop sound financial and technical qualifications that suppliers must meet in order to bid. These qualifications will include, but are not limited to: viability to meet the terms and conditions of ECOE contracts, proof of appropriate licenses and transport agreements, adherence to switching rules and enrollment processes, and ability to meet minimum load requirements for competitive supply. Provide the technology and facilities to host bidder's conferences between potential suppliers, the ECOE, and the Consultant. In addition, the Consultant will perform coordination of pre-bid teleconferencing and/or meetings as necessary to ensure registered bidders understand the procurement process. In addition to facilitating bidder's conference(s), the Consultant will provide questions and answers from the meeting to the ECOE. After ECOE's review, questions and answers will be posted for all potential bidders to access through the customized website described below. The Consultant will create a customized website for each ECOE procurement which will serve as a centralized site for all parties to access data and be notified of updates. In addition to posting questions and answers from bidder's conferences, the Consultant will also post: rules for the use of the procurement platform, historical usage data/demand data in downloadable excel files, rules, contract terms and conditions, and other important data. This customized web site will be accessible to both ECOE and qualified suppliers. Assist ECOE, as requested, to determine the best contract structure for each bidding event within the procurements and provide recommendations for RFP language changes. This will be done through an analysis of the prior twelve-month's generation/ancillary pricing for the accounts (assuming this information is available). The Consultant will provide information regarding the best time to hold the procurement based on the ECOE's specified timelines for each procurement. Assist the ECOE in procuring energy supply from renewable sources and in certifying any renewable energy credits resulting from energy supply contract awards as well as other Government projects. Review the final RFP to ensure that it meets both ECOE and supplier requirements. 4 Create pricing scenarios and forecasts from data provided by ECOE, other customers, servicing utilities, and market data which may serve as the baseline against which bid prices are compared. To ensure the most accurate calculations, Contractors will be required to build a price to beat for every account included in the procurement vs. simply analyzing price to beats at the utility rate / tariff level. Assist ECOE with reaching pricing decisions that adhere to cost savings goals regarding price risk avoidance, maximized savings, renewable energy, and any additional objectives that ECOE deems appropriate. ENERGY REVERSE AUCTION SERVICES Working with the ECOE, the Consultant will notify suppliers of the specific auction schedule including RFP numbers and times, conduct the auction, and perform other necessary administrative duties associated with the auction. Monitor the auction and maintain an audit trail of all supplier communications, bid prices, bid times, and results which will be provided to ECOE in paper format post-auction. Additionally, the lowest bid price submitted will be clearly identified. The Consultant will assist ECOE in making a determination of which bid is the "best bid" and whether accepting bid prices are in the ECOE's best interests, if requested. The Consultant will not bind and will not act or represent itself to perform in the capacity of the ECOE or the Contracting Officer at any time during the procurement process unless specifically authorized to do so by the ECOE. The Consultant will perform up to two additional procurements for the same account set if pricing received through the original auction is not reflective of competitive market pricing at that point in time or if ECOE determines that more advantageous pricing can be achieved at a later date. CONTRACT MANAGEMENT SERVICES The Consultant will work with awarded supplier to ensure account transition is completed in a timely and accurate manner, and will resolve any issues that arise after the contract is awarded. The Consultant will store contracts and accounts on a password-protected on-line database that the ECOE and its clients can access over the web, and monthly will update each account with actual usage as the account consumes power over the life of the contract. The Consultant will provide quarterly market updates and potential for additional savings as requested by the ECOE. A.4 KEY PERSONNEL The Consultant will make available the necessary key personnel during the duration of the program to ensure its smooth planning, implementation, and execution. 5 A.5 AVAILABILITY The Consultant will conduct teleconferencing and travel as necessary to execute required planning and performance of this Scope of Services. A.6 SCHEDULE A detailed schedule will be agreed upon by ECOE and the Consultant prior to each auction. The ECOE will actively work with the Consultant throughout the project from a time, personnel, and resource standpoint. A.7 PROTECTION OF CONTRACT INFORMATION The Government will take the necessary and usual steps to maintain the confidentiality of information submitted by Offerors prior to award of this contract for energy reverse auction and support services. A.8 PAYMENT AND BILLING All work will be performed on a no upfront cost basis. The Contractor will be reimbursed by winning suppliers at a rate per dth or per kWh over the life of the contract for all accounts awarded as a result of services provided. Fees paid will be based on the amount of actual or historical dth/kWh used. The Government will include payment and reporting terms between energy suppliers and the Contractor in the Government's supply RFP. Contractors are advised that GSA is under no obligation to accept pricing received through each auction and may elect not to award supply contracts if they are deemed not to be in the best interest of the Government. GSA has the sole authority to make this decision and may elect to award all, some, or none of the prices submitted through the auction. If GSA decides not to award supply contracts for some or all accounts, the Consultant will receive no compensation for services provided. Contractors will only be responsible for providing contract management services to accounts for which energy supply service is awarded. A.9 ANTI-DEFICIENCY In accordance with the Anti-Deficiency Act (31 U.S.C. 1341(a)(1)), nothing contained herein shall be construed as binding the Government to expend, in any one fiscal year, any sum in excess of the appropriation made by Congress for that fiscal year in furtherance of the subject matter of the contract or to involve the Government in an obligation for the future expenditure of moneys before an appropriation is made. A.10 AUTHORIZED USERS This contract is for the use of the GSA, Public Buildings Service, Office of Applied Science, Energy Center of Expertise ONLY. A.11 CONTRACT TERMINATION 6 At any time following contract execution or during the term of this contract, the Government may terminate this contract. A.12 TAXES (a) (1) After-imposed Federal, State, and local tax, as used in this paragraph, means any new or increased Federal, State, and local tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax or other employment taxes. (2) After-relieved Federal, State, and local tax, as used in this paragraph, means any amount of Federal, State, and local tax or duty, except social security or other employment taxes, that would otherwise have been payable on the transactions or property covered by this contract, but that the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date. (b) The contract price shall be increased by the amount of any after-imposed Federal, State, and local tax, provided the Contractor warrants in writing that no amount for such newly imposed Federal, State, and local tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise. (c) The contract price shall be decreased by the amount of any after-relieved Federal, State, and local tax. (d) Any increases or decreases in the contract price as a result of paragraphs (b) and (c) next above shall be accomplished by a bilateral contract modification. A.13 CHANGE OF REGULATION (a) (1) After-imposed Federal, State, and local regulation, as used in this paragraph, means any new Federal, State, and/or local regulation that was exempted or non-existent on the contract date but whose exemption/addition was later revoked/added during the contract period, on the transactions covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, regulatory or administrative action taking effect after the contract date. (2) After-relieved Federal, State, and local regulation, as used in this paragraph, means any Federal, State, and/or local regulation that previously resulted in payments on the transactions or property covered by this contract, but that the Contractor is no longer required to pay or bear, or for which the Contractor obtains a refund or reduction, as the result of legislative, judicial, regulatory or administrative action taking effect after the contract date. 7 (b) The contract price shall be increased by the amount of any after-imposed Federal, State, and local regulation, provided the Contractor warrants in writing that no amount for such newly imposed Federal, State, and local regulation or rate increase was included in the contract price, as a contingency reserve or otherwise. (c) The contract price shall be decreased by the amount of any after-relieved Federal, State, and local regulation. (d) Any increases or decreases in the contract price as a result of paragraphs (b) and (c) next above shall be accomplished by a bilateral contract modification. 8 WORLD ENERGY SOLUTIONS COMPLIANCE MATRIX
RFP SECTION REQUIREMENT REFERENCE ----------- ----------- --------- A.2 Overview The contractor will assist in the development 5.1.1 and execution of the Request for Proposal (RFP) for all existing Federal facilities accounts and additional eligible Federal facilities which choose to participate. The contractor will be required to assist GSA in analyzing rates and tariffs for accounts to develop a comprehensive energy procurement strategy, and will help implement a total supply-side management solution for all accounts contained in the final energy aggregation. A.3 Detailed Scope of Services Provide Market Expertise, information and 5.1.1 recommendations throughout the process. A.3 Detailed Scope of Services Conduct a survey of active and licensed 5.1.1 suppliers as registered in the applicable utilities in order to determine the best market strategies, which will result in the most competitive bids and maximized savings for the ECOE. A.3 Detailed Scope of Services Define data requirements, identify sources of 5.1.1 data, and create a central data repository of all relevant account information. As needed, the ECOE will assist the Consultant with this task in providing authorizations to collect account numbers and available historical data from the servicing utility and/or current competitive suppliers. The Contractor will be responsible for pulling utility quality data for all accounts included in the procurement directly from the utility and all costs associated. A.3 Detailed Scope of Services Meet with selected ECOC points of contacts 5.1.1 (POCs) and potential participants to answer questions, market the aggregation, explain the procurement process, and discuss market conditions. A.3 Detailed Scope of Services Create an RFP that requires bidders to provide 5.1.1 the lowest bid prices available in the market that conform to ECOC's specific RFP supply pricing types and service terms sought. A.3 Detailed Scope of Services Work with ECOE to advertise the procurement, 5.1.1 contact registered suppliers for the applicable utilities to inform them of the procurement, and register prospective bidders. At the ECOE's direction, the Consultant will register prospective bidders as users of the reverse auction platform and answer any questions regarding use of the software system.
WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION iii WORLD ENERGY SOLUTIONS
RFP SECTION REQUIREMENT REFERENCE ----------- ----------- --------- A.3 Detailed Scope of Services Establish a pre-qualification process for 5.1.1 potential energy suppliers. The Consultant will work with the ECOE to develop sound financial and technical qualifications that suppliers must meet in order to bid. These qualifications will include, but are not limited to: viability to meet the terms and conditions of ECOE contracts, proof of appropriate licenses and transport agreements, adherence to switching rules and enrollment processes, and ability to meet minimum load requirements for competitive supply. A.3 Detailed Scope of Services Provide technology and facilities to host 5.1.1 bidder's conferences between potential suppliers, the ECOE, and the Consultant. In addition, the Consultant will perform coordination of pre-bid teleconferencing and/or meetings as necessary to ensure registered bidders understand the procurement process. In addition to facilitating bidder's conference(s), the Consultant will provide questions and answers from the meeting to the ECOE. After ECOE's review, questions and answers will be posted for all potential bidders to access through the customized website described below. A.3 Detailed Scope of Services The Consultant will create a customized website 5.1.1 for each ECOE procurement, which will serve as a centralized site for all parties' to access data and be notified of any updates. In addition to posting questions and answers from bidder's conferences, the Consultant will also post: rules for the use of the procurement platform, historical usage data/demand data in downloadable excel files, rules, contract terms and conditions, and other important data. This customized web site will be accessible to both ECOE and qualified suppliers. A.3 Detailed Scope of Services Assist ECOE, as requested, to determine the best 5.1.1 contract structure for each bidding event within the procurements and provide recommendations for RFP language changes. This will be done through an analysis of the prior twelve-month's generation/ancillary pricing for the accounts (assuming this information is available). The Consultant will provide information regarding the best time to hold the procurement based on the ECOE's specified timelines for each procurement. A.3 Detailed Scope of Services Assist the ECOE in procuring energy supply from 5.1.1 renewable sources and in certifying any renewable energy credits resulting from energy supply contract awards as well as other Government projects. A.3 Detailed Scope of Services Review the final RFP to ensure that it meets 5.1.1 both ECOE and supplier requirements.
WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION iv WORLD ENERGY SOLUTIONS
RFP SECTION REQUIREMENT REFERENCE ----------- ----------- --------- A.3 Detailed Scope of Services Create pricing scenarios and forecasts from data 5.1.1 provided by ECOE, other customers, servicing utilities, and market data which may serve as the baseline against which bid prices are compared. To ensure the most accurate calculations, Contractors will be required to build a price to beat for every account included in the procurement vs. simply analyzing price to beats at the utility rate / tariff level. A.3 Detailed Scope of Services Assist ECOE with reaching pricing decisions that 5.1.1 adhere to cost savings goals regarding price risk avoidance, maximized savings, renewable energy, and any additional objectives that ECOE deems appropriate. A.3 Detailed Scope of Services Working with the ECOE, the Consultant will 5.1.1 notify suppliers of the specific auction schedule including RFP numbers and times, conduct the auction, and perform other necessary administrative duties associated with the auction. A.3 Detailed Scope of Services Monitor the auction and maintain an audit trail 5.1.2 of all supplier communications, bid prices, bid times, and results which will be provided to ECOE in paper format post-auction. Additionally, the lowest bid price submitted will be clearly identified. A.3 Detailed Scope of Services The Consultant will assist ECOE in making a 5.1.2 determination of which bid is the "best bid" and whether accepting bid prices are in the ECOE's best interests, if requested. A.3 Detailed Scope of Services The Consultant will not bind and will not act or 5.1.2 represent itself to perform in the capacity of the ECOE or the Contracting Officer at any time during the procurement process unless specifically authorized to do so by the ECOE. A.3 Detailed Scope of Services The Consultant will perform up to two additional 5.1.2 procurements for the same account set if pricing received through the original auction is not reflective of competitive market pricing at that point in time or if ECOE determines that more advantageous pricing can be achieved at a later date. A.3 Detailed Scope of Services The Consultant will work with awarded supplier 5.1.3 to ensure account transition is completed in a timely and accurate manner, and will resolve any issues that arise after the contract is awarded. A.3 Detailed Scope of Services The Consultant will store contracts and accounts 5.1.3 on a password-protected on-line database that the ECOE and its clients can access over the web, and monthly will update each account with actual usage as the account consumes power over the life of the contract. A.3 Detailed Scope of Services The Consultant will provide quarterly market 5.13 updates and potential for additional savings as requested by the ECOE.
WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION v WORLD ENERGY SOLUTIONS
RFP SECTION REQUIREMENT REFERENCE ----------- ----------- --------- C.1 Evidence of Technical The Consultant must be willing to accept all 4.1 Qualifications risk in the form of no upfront payment. There will be no upfront costs to the Government and, if in the best interest of the ECOE, a supply contract is not executed as a result of the Offeror's services, the ECOE will be under no obligation to compensate the Consultant for services rendered. Provide a statement certifying acknowledgement of these requirements. C.1 Evidence of Technical The Consultant must be "supplier neutral" with 4.2 Qualifications no ownership ties, partnerships, or other business relationship with any specific supplier that would reasonably be considered a conflict of interest. Provide a statement certifying this fact. C.1 Evidence of Technical The Consultant must have conducted an 4.3 Qualifications electricity or natural gas auction for at least one Federal, State or Local government client which resulted in energy supply contract awards serving at least 500 accounts. Provide evidence of this procurement. C.1 Evidence of Technical The Consultant must have conducted auctions that 4.4 Qualifications resulted in at least 100M kWh of renewable power supply awards during the past three years. Provide evidence of these procurements and that the volumes of renewable power procured total or exceed 100M kWh. C.1 Evidence of Technical The Consultant must have an information 4.5 Qualifications technology platform which can execute real-time, online reverse energy auctions and have conducted multiple auctions in the last three years. Preference is for firms who focus solely on energy auctions, with a primary concentration in electricity and natural gas. Provide a description of the platform used, how it allows for real-time bids and evidence that the offeror has conduced successful energy auctions for at least three years. C.1 Evidence of Technical Provide evidence that the energy auction 4.6 Qualifications platform used provides an automatic audit trail of time stamped bids and bidder information for each company participating in the auction. Provide verification of this fact. C.1 Evidence of Technical Provide evidence that the auction platform 4.7 Qualifications proposed is protected from products that would prevent authorized bidders from submitting a price and that reasonable security measures have been applied and that a process of continuous monitoring for malicious code is in place and functioning. Also provide evidence that all session data transmitted between web client and web server should be encrypted using industry standard Secure Sockets Layer (SSL) technology with a minimum 128 bit encryption.
WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION vi WORLD ENERGY SOLUTIONS
RFP SECTION REQUIREMENT REFERENCE ----------- ----------- --------- C.1 Evidence of Technical Provide evidence that the energy auction 4.8 Qualifications platform has successfully been used to solicit bids for pricing products other than firm fixed price and index price bids. The Government anticipates that it may request bids on pricing products such as demand-response pricing, component based pricing, and baseload plus index pricing. C.1 Evidence of Technical Provide a complete listing of clients, for the 4.9 Qualifications last two years, for whom you have conducted real-time, online reverse energy auctions for electricity and natural gas. Please include the date each auction was conducted. C.1 Evidence of Technical Provide evidence that in the past three years, 4.10 Qualifications at least 6 billion kWh of electricity supply and 20M dths of natural gas supply has been awarded through the Consultant's auction platform to a minimum of ten suppliers in each commodity type. Additionally, the Offeror must show evidence that a minimum of at least 100 energy suppliers are registered on the platform. C.1 Evidence of Technical Provide three (3) specific examples which 4.11 Qualifications demonstrate your experience in providing supply-side energy consulting services to Local, State or Federal clients and information on how successful the resulting auction was. C.1 Evidence of Technical Provide a profile of the firm's operations which 4.12 Qualifications includes: the number of years the company has been in business; number of full-time employees; and location of the office from which this contract will be managed. C.1 Evidence of Technical Provide two specific examples which demonstrate 4.13 Qualifications your company's ability to market and effectively increase the size of an energy aggregation for clients. One example should be representative of a Local, State and/or Federal entity. C.1 Evidence of Technical Offerors must provide a minimum of six (6) 4.14 Qualifications references, three (3) of which are different Local, State or Federal agencies which demonstrate the offeror's ability to conduct real-time, online reverse energy auctions on behalf of clients with accounts in multiple utilities and or rate classes. C.1 Evidence of Technical Offerors shall provide information indicating 4.15 Qualifications financial strength and reliability. Bidders may also provide such other financial assurances as may serve to assure ECOE that, if awarded a contract, the bidder would be able to meet its obligations. This information should be provided in the form of a narrative.
WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION vii WORLD ENERGY SOLUTIONS
RFP SECTION REQUIREMENT REFERENCE ----------- ----------- --------- C.1 Evidence of Technical Provide information describing the number of 4.16 Qualifications utilities and states client accounts have been served in based on energy supply contract awards through the Consultants real-time, online reverse energy auction. C.1 Evidence of Technical Provide an example of the Offeror's price to 4.17 Qualifications beat analysis calculated at the individual account level for a past procurement that included at least 100 accounts. C.1 Evidence of Technical Provide examples of awards Local, State or 4.18 Qualifications Federal clients have won as a result of the Consultant's service. C.3 Submission of Proposals FAR 212-3 Offeror's Representations and 6 Certifications - Commercial Items (JAN 2001)
WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION viii WORLD ENERGY SOLUTIONS 1 UNDERSTANDING THE PROBLEM Restructuring of energy industries (electric and natural gas) through regulatory reform at the Federal and State levels has been an ongoing process over the past 25 years. These reforms, aimed at evolving the industries from regulated to competitive market structures, are intended to improve energy and economic efficiency. Today, the natural gas industry is highly competitive with pipeline companies operating as open providers of gas transportation services and many customers having full retail access to the deregulated market. (UNITED STATES MAP) LEGEND States in or through the transition period for restructuring and are currently implementing or have implemented a competitive electric utility market for investor-owned utilities. States continuing to study and/or monitor restructuring investor-owned utilities, but are not currently pursuing further action. States that have completed studies on restructuring investor-owned utilities but have decided not to pursue further action at this time. States have passed legislation suspending the restructuring process. States have passed legislation delaying the restructuring process. States have passed legislation repealing the restructuring process. FIGURE 1: UNITED STATES ELECTRICITY RESTRUCTURING Restructuring of the electric industry, on the other hand, has been less consistent nation-wide, and differences exist on a state-by-state and even region-by-region basis (see Figure 1). As of 2004, 18 states and the District of Columbia have either enacted legislation or issued a regulatory order to implement retail access. Retail access allows customers to choose their own electricity supplier; however, each state's retail access schedule varies according to the legislative mandates or regulatory orders in place. Additionally, regional markets within each state also have their own rules and requirements regarding deregulation. The one constant in the energy market is that the local distribution companies (LDCs) continue to provide transmission and distribution (delivery of energy) services to end users. The map presented here shows each state's restructuring progress.(1) Blue states are active in the restructuring process. Some or all customers residing in these states have the ability to choose between different providers for their electrical energy needs and achieve cost avoidance savings which were previously unattainable. As the figure demonstrates, the state-by-state nature of deregulation and the attendant proliferation of rules and terms, and the volatility of energy prices, opportunities to achieve cost avoidance savings, risk mitigation, and budget certainty can be difficult to realize. For organizations with many facilities in disparate geographies, realizing and maximizing the benefits of deregulation requires both energy market and procurement expertise and new ways of - ---------- (1) This map and additional information regarding restructuring at the state level is located at http://pnnl-utilityrestructuring.pnl.gov/Electric/electric.htm. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 1 WORLD ENERGY SOLUTIONS doing business. The General Services Administration's (GSA) Energy Center of Expertise (ECOE) recognizes this and has issued this Request for Proposals (RFP). World Energy Solutions, Inc. (WE) is partnered with Science Applications International Corporation (SAIC) to provide Energy Supply Acquisition Management Services using an innovative, real time, reverse auction and supply management platform. This approach leverages competition in deregulated marketplaces to provide customers with contracts at rates below those offered by the customer's local service provider (e.g., local distribution company), thereby reducing operating expenses, eliminating upside cost risk associated with increasing energy prices, and creating budget certainty. The Team's processes and technology are based on the lessons learned of procuring over $1 billion in energy commodities for various Fortune 500(TM) and government clients. We have nearly five years of experience working together providing government agencies with a transparent and auditable process to procure energy. Our Team has demonstrated results performing complex government energy procurements that include multiple agencies, accounts, and utilities all on short timelines and our national presence results in maximum supplier participation. Government agencies have awarded over $677 million in supply contracts through the Team's services all under the same payment and performance terms as are being requested in this RFP. Our relationship with customers does not end with the procurement. We continue to provide value added support and access to proprietary platform tools such as updated market reports, a customized contract management system, and updated account usage information throughout the life of the commodity contract awarded. Our payment is tied to meeting defined objectives upfront, and our ongoing success is tied to customer satisfaction. We have an extensive track record of working with clients at no additional cost to assist in resolving any supplier contract performance issues that arise during the supply contract term. The following table summarizes the key features and benefits provided by the Team.
Feature Benefit ------- ------- Team experience Market leadership and demonstrated results minimizes contract performance risk for ECOE. National market expertise Actionable market strategy designed to maximize cost avoidance savings opportunities Proven process Results for ECOE in terms of participation and cost avoidance savings at minimal contract performance risk Energy specific platform End-to-end energy supply acquisition management service solution with pricing flexibility/options allowing customers to trade-off difference contract options (e.g., pricing, renewable energy) Team independence Supplier neutrality provides an even playing field, more competition, and better prices Supplier relationships Maximum supplier participation, more competition and better prices Benchmarking process and Quick and knowledgeable decisions reduce unnecessary risk premiums data Ability to incorporate Renewable power at lower or no cost premiums renewable power requirements
WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 2 WORLD ENERGY SOLUTIONS
Feature Benefit ------- ------- Extent and breadth of Better contract terms and conditions (Ts&Cs) protect experience customers, yet are acceptable to suppliers Marketing approach and Maximum participation, more supplier interest, more ability to add accounts competition, and better prices Full documentation Transparent and auditable process
FIGURE 2: FEATURES AND BENEFITS PROVIDED BY THE TEAM The following bullets provide additional detail on these benefits in terms of how they are generated and what it means for ECOE. - - TEAM EXPERIENCE - The Team is led by WE, the national leader in e-procurements for energy with over 65% market share and is ranked #1 in on-line energy procurement by the Meta Group (May 2002). The Team has unmatched energy procurement experience and has facilitated $677 million in government contract awards serving over 3,000 accounts in 27 states. Customers include the Maryland Department of General Services (MDGS), the District of Columbia (DC) Office of Contracting and Procurement (OCP), the General Services Administration (GSA), and the Department of Homeland Security (DHS). Additionally, the Team can provide expertise across all energy commodities. Our track record of performance makes this Team a minimal risk solution for the ECOE. - - NATIONAL MARKET EXPERIENCE - The Team has a proven track record of successful competitive procurements in 27 states. The Team understands both the national and state markets and will use this knowledge to develop actionable market strategies that will help the ECOE achieve its goals. - - PROVEN PROCESS - The Team employs a standard, proven end-to-end process for all procurements. This process has been continuously refined based on lessons learned and customer feedback. This process includes developing actionable procurement strategies based on the latest market information as well as pricing data from the supply management platform. The Team identifies and markets the procurement opportunity to eligible entities to maximize participation. A standard part of the process is a comprehensive review of the solicitation to identify areas for improvement in terms of clarity and risk. Additionally, the Team's relationship with suppliers ensures that participation in the auction is high thereby creating competition. Finally the Team's benchmarking process and data provides customers with the analysis and information to make quick but informed decisions. The entire process is transparent and auditable and a low risk solution for ECOE. - - ENERGY SPECIFIC PLATFORM - The Team utilizes a comprehensive supply-side energy management platform that provides customers with an end-to-end solution. Customers also have unlimited access to contract information, monthly account usage, and all pricing data associated with their procurements. The platform is on-line and energy specific and contains a reverse auction component. The platform allows auctions to be run with multiple pricing (e.g., fixed, index, demand-response, component based) and term (e.g., one, two, or three years) options as well as including renewable power requirements. - - TEAM INDEPENDENCE - The Team is "supplier neutral" and has no specific affiliations or ties to any energy supplier or utility. This creates a fair and auditable process, providing WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 3 WORLD ENERGY SOLUTIONS information to defend and explain decisions. It also enhances competition and that lowers prices. - - SUPPLIER RELATIONSHIPS - The Team has extensive supplier relationships which can be leveraged to maximize participation, leading to more competition and better prices. To date over 30 suppliers have been awarded energy supply contracts by our government clients serving accounts in 27 states and more than 60 utilities. - - BENCHMARKING PROCESSES AND DATA - The Team is active in the energy markets on a daily basis and has collected a significant amount of pricing data from previous auctions. In addition, the Team has market analysis reports available for customers to guide timing decisions. This data and information facilitates decision making allowing customers to make quick and knowledgeable decisions which reduce unnecessary risk premiums - - ABILITY TO INCORPORATE GREEN POWER REQUIREMENTS - Government clients have awarded over 377 million kilowatt hours (kWhs) of renewable power (including up to 100% wind power) serving accounts in five states through our procurement platform. For MDGS, the Team was able to procure 100 million kWh of environmentally friendly green power at no cost premium. - - EXTENT AND BREADTH OF EXPERIENCE - The Team has either written or assisted government clients in writing over 20 federal, state, and local supply solicitations, each tailored to meet the individual requirements and market challenges the client agency faced. We bring this experience to every engagement to provide our customers with better contracts that protect them, yet are acceptable to suppliers. - - MARKETING APPROACH AND ABILITY TO ADD ACCOUNTS - The Team has performed all government work to date under the same payment terms as ECOE is requesting in this RFP. Our experience, coupled with the fact that no budget is needed to pay for consultant support upfront, has allowed us to spend a great deal of time with eligible and participating agencies to gather requirements and perform individual needs assessments which are incorporated into the final supply solicitation. This effort maximizes participation, generates more supplier interest and therefore more competition and better prices. The Team is currently working for the Massachusetts (MA) Operational Services Division (OSD) and has increased the aggregation to approximately 400 million kWh, a 30% increase, by marketing to non-executive agencies, colleges, and human and social service non-profits. - - FULL DOCUMENTATION - The Team delivers a final due diligence report at the end of each procurement that includes: a record of all time stamped bids and bidding supplier information, market structure briefings, benchmark price analysis, market sensitivity analysis, contract options analysis, and a complete summary of auction results and all correspondence leading up to award. This report provides all the necessary information for audit purposes. The Team has an unequaled record of results for our customers in terms of achieving budget certainty, risk mitigation, cost savings, and awards. The success of our work is evidenced by this quote contained in a MDGS press release dated April 1, 2004, "Thanks to this week's auction, WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 4 WORLD ENERGY SOLUTIONS we are optimistic the State will be able to avoid unpredictable and costly electric rate increases," said Governor Robert L. Ehrlich, Jr. "These contracts help avoid price spikes and ensure that Maryland taxpayers are paying the lowest possible rates for their State government's energy needs." This customer also recently won the 2005 Innovation Award from the National Association of State Facilities Administrators (NASFA), and a 2005 Outstanding Program Award from the National Association of State Chief Administrators (NASCA). The States' press release's regarding the procurement and recent awards are presented in Appendix B. A WE survey polling both national and local-level suppliers who utilize the system, found that they also see the benefits of the platform and overall procurement process (see Figure 3). Results show that suppliers actually prefer the Team's innovative approach to the sealed bid process, even though it cuts down their margins. In fact, the majority of suppliers surveyed liked the fact that the bidding process is paperless because it allows them to see competing bids and have instant feedback on the competitiveness of their bid, or automatic price discovery. Suppliers have also indicated that they do not like paper request for proposals (RFPs) due to the time involved in preparing a response, as well as the time delay between the RFP due date and contract award. "You can change your bid as need be to continue to be competitive throughout the bid." "Seeing competitive bids provides a great deal of value and allows to 'sharpen pencils' in real time." "Instant feedback on my bid price." "Streamlined process makes doing business with the government a lot easier." "I prefer reverse auctions to paper solicitation, although the prices and margins get very tight." "The site is brutally efficient at driving the price down to the bare minimum." FIGURE 3: QUOTES FROM RECENT SURVEY OF SUPPLIERS USING THE AUCTION PLATFORM The Team of WE and SAIC contains the required mix of expertise, process, and technology to provide the ECOE with a comprehensive energy procurement and contract management solution. We look forward to working with ECOE to achieve its energy objectives. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 5 WORLD ENERGY SOLUTIONS 2 BIDDER GENERAL INFORMATION WE's contact information follows. Both our corporate headquarters' address as well as the address for SAIC, our partner in this engagement, are provided. WORLD ENERGY SOLUTIONS HEADQUARTERS: World Energy Solutions 446 Main Street Worcester, MA 01608 Phone: 508 ###-###-#### Fax: 508 ###-###-#### Email: ***@*** URL: www.worldenergy.com SAIC OFFICE: Science Applications International Corporation 1710 SAIC Drive McLean, VA 22102 Phone: 703 ###-###-#### URL: www.saic.com WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 6 WORLD ENERGY SOLUTIONS 3 PROJECT TEAM The following figure presents the management structure, key personnel, and project team for the engagement. This is the actual Team that will work on this engagement. It is sufficiently broad and deep to cover nearly all contingencies. Due to the close working relationship required of Team members with each other and with ECOE, we propose that a working partnership be formed. The proposed technical team for this engagement has worked together on nearly 30 government and commercial auctions over the past four years. WE is the market leader in retail energy information and on-line procurement, delivering the intelligence and tools energy buyers need to drive confidence up and costs down. SAIC is a recognized leader in providing leading-edge technology and program management services that help clients achieve more from their operations, exceed performance requirements, and meet the competition head-on. The combined skill set and depth brought by the Team ensures that ECOE will always have access to the expertise, technology, and program management skills necessary to facilitate successful energy procurements that must meet a wide range of client agency requirements. Full resumes for all the staff referenced here, including the Program Manager (PM), are included in Appendix A. (FLOW CHART) FIGURE 4: MANAGEMENT STRUCTURE RICHARD DOMALESKI - PROGRAM MANAGER Mr. Richard Domaleski will be the Program Manager (PM) for this engagement. He is the Founder, President and CEO of World Energy Solutions, Inc., and his ten years of experience in energy procurements puts him as one of the pioneers of on-line procurement for energy commodity. Mr. Domaleski entered the energy business in the mid-1990s when electricity deregulation was just beginning to take hold, and is one the country's leading experts in deregulation, competitive energy procurement, and supply management - frequently speaking at major industry events. He was one of the first electricity brokers to secure a FERC tariff and one of the first to marry the power of the internet with the potential offered by deregulation. Mr. Domaleski takes a hands-on interest in his government customers, earning the trust and respect of high visibility agencies at the Federal and State level. In addition to overseeing the procurement process, he also plays a key role on behalf of his government customers in meeting with agencies, universities and hospitals, to encourage participation in aggregations. He has participated in a number of complex energy procurements for the MA, DC, DHS, MDGS, WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 7 WORLD ENERGY SOLUTIONS and GSA and continues to provide program management and procurement support to all of these agencies. He has participated in competitive electricity and natural gas procurements that resulted in over $677 million in supply contract awards and worked directly with contracting officers, agency heads, and regional energy coordinators at the federal, state, and local levels. Mr. Domaleski will supervise and direct all tasks in the project while leaving much of the day-to-day work to be managed by Mr. Chris McCall, the Energy Team Lead. Mr. Domaleski will have the following responsibilities: - - Working with ECOE to develop a procurement strategy; - - Setting timelines and key dates for auctions and deliverables; - - Monitoring the performance of tasks; - - Providing market analysis; - - Reviewing work products and deliverables; - - Providing quality assurance throughout the project; and - - Conducting and presenting post-auction analysis. CHRIS MCCALL - ENERGY TEAM LEAD Mr. Chris McCall will be the Energy Team Lead for this engagement. Mr. McCall has over seven years of experience in performance-based contracting, benchmarking, financial analysis, risk analysis, and project management. In his time at SAIC, he has led a number of complex energy procurements for MA, DC, DHS, MDGS, and GSA and continues to provide program management and procurement support to all of these agencies. Mr. McCall also led the reengineering of GSA's Natural Gas Acquisition Program. The goal of this contract was to re-engineer the way the program manages customers, increase supplier participation, and assist GSA in improving current contract vehicles and contracting processes. Mr. McCall helped GSA implement new contract terminology and pricing products based on client needs. Mr. McCall also provided recommendations to implement on-line integrated bill analysis and customer/supplier information system(s) that resulted in increased customer satisfaction. Additionally, aggressive marketing led to an increase in the supplier base from two suppliers in 2002 to twenty-eight active bidders in 2004. In his capacity as Energy Team Lean, Mr. McCall will primarily focus on the day-to-day work. He will have the following responsibilities: - - Energy market expertise and tariff analysis; - - Identifying and marketing procurements to eligible agencies; - - Working with the supplier community; - - Coordinating the activities of the Team and ECOE; and - - Directing technical supervision of all personnel assigned to work on tasks in the project. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 8 WORLD ENERGY SOLUTIONS MINELLA GJOKA Mr. Gjoka is in charge of Systems Operations at World Energy Solutions, Inc. In addition to managing WE's proprietary platform, Mr. Gjoka has managed projects for many of WE's customers, including GSA gas procurements across multiple US regions. He acted as WE's lead consultant for the MDGS energy procurement. His understanding of competitive gas and electricity market operations help WE meet its customers' business needs in the most effective and streamlined manner. By combining his knowledge of the deregulated utility business with his experience working with emerging business models, Mr. Gjoka is able to bring the most efficient energy solutions to our customer. JONATHAN HARVEY Mr. Harvey is the Director and senior economist for the Center for Economic and Financial Analysis (CEFA) at SAIC. He has more than fourteen years of experience as an economist and financial analyst in both the public and private sectors. His areas of expertise are in cost-benefit analysis, cost analysis, business case analysis, economic modeling, financial analysis, business planning, and risk analysis. He has acted as project manager, lead analyst, or lead modeler, for a number of major engagements including an IT investment cost-benefit analysis for the US Customs Service. Mr. Harvey is a member of the energy team for the MA electricity procurement and acting as a management consultant and providing analysis for the re-engineering of GSA's Natural Gas Acquisition Program. ANDREW THOMAS Mr. Thomas has been the Director of Market Development with WE since 2002. Mr. Thomas has over nine years of experience in the energy industry, on both demand-side and supply-side projects. He has extensive experience analyzing customer data, evaluating competitive trends and technical developments in the electricity and gas industries, assessing market positions and business development strategies of energy retailers, and evaluating energy service options for a broad range of organizations. Mr. Thomas has worked at the forefront of the industry's transition from a regulated environment and has facilitated business process development for utilities and suppliers in the province of Alberta, Canada. JANET LOOP Ms. Loop has recently joined World Energy Solutions, Inc. as Market Director for the New England and NY Markets. She is currently serving as the energy team lead for the MA electricity procurement. Ms. Loop has over twenty years of energy industry experience in both the regulated and unregulated arenas. Ms. Loop has over fifteen years of experience with NStar/Boston Edison. While at NStar, she designed tariffs, evaluated energy efficiency programs, created unregulated subsidiaries, implemented performance management processes, and created and implemented customer-oriented products, services and programs. Ms. Loop was also employed by SmartEnergy, an energy service company that purchased electricity and natural gas in the wholesale market and sold it at retail to a variety of customer classes in NY, NJ, and PA. Ms. Loop has conducted procurements in MA, NY, NJ, PA, and Maine. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 9 WORLD ENERGY SOLUTIONS VITANA MELESIUTE Ms. Melesiute has been with World Energy Solutions, Inc. since 1999, and is the Director of Electricity Markets for PJM. She has extensive expertise analyzing customer data; evaluating competitive trends; estimating forward-curves, and assessing market positions. Ms. Melesiute has been involved with several government procurements, and has strong energy consumption analysis skills. TERESA BRAY Mrs. Bray is a Financial Analyst in the Strategies Business Unit for Science Applications International Corporation (SAIC). Ms. Bray has over seven years of financial analysis/project control experience. She was Summa Cum Laude with a BBA and a double major in Business Administration and Marketing. She has worked on numerous projects in both the financial and project control arena in the public sector. In both she reconciled numerous years of outstanding items saving SAIC thousands of dollars. She has worked on such contracts as the HESS Y2K, NIMA, and several different energy auctions. She brings over 2 years of directly relevant experience in the energy sector providing a wide variety of support at multiple levels. She has managed data reconciliation, analysis, and quality assurance. Her wide knowledge base will help ensure all data used is accurate and her expertise will lend itself to a successful procurement. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 10 WORLD ENERGY SOLUTIONS 3.1 TASK ASSIGNMENTS The following figure presents a preliminary task assignment matrix for the Team. Task leadership is indicated by an L and a supporting role by S. The integrated nature of the Team provides seamless operation between the two companies in the performance of this work.
PRE-AUCTION TASKS --------------------------------------------------------------------------------------------------------- Collect Locate Provide Staff and Evaluate and market education analyze Conduct Assess Green/ pre- Assist expertise and energy a commodity renewable qualify Develop with the (on-going marketing consumption supplier procurement energy reputable Procurement creation of Resource activity) support data survey options options suppliers strategy solicitation - -------- --------- --------- ----------- -------- ----------- --------- --------- ----------- ------------ Rich Domaleski L L L L L L L Chris McCall L L S L S S L L S Jonathan Harvey S S S S S S Minella Gjoka S S S S S S S S S Andrew Thomas S S S S S Janet Loop S S S S S S S S Vitana Melesiute S S S S S Teresa Bray S S PRE-AUCTION TASKS ------------------------------- AUCTION TASKS Review ---------------------------------------------------- final Create Provide RFP website analysis and & post regarding Maintain create Host data, Administer the customer pricing bidders rules, the prices and supplier Create award Resource scenarios conferences etc. Auction submitted communications notifications - -------- --------- ----------- ------- ---------- --------- -------------- ------------- ~~Rich Domaleski L S S Chris McCall L L L L S L L Jonathan Harvey S S Minella Gjoka S S S S S S S Andrew Thomas S L Janet Loop S S S S S S S Vitana Melesiute S S S Teresa Bray S S S~~ POST-AUCTION TASKS --------------------------------------------------------------------------- Provide a paper audit Provide trail of analysis Assist Provide Maintain Produce all of the with ongoing account energy Produce prices total account contract usage market ad hoc Resource submitted procurement transfer management database newsletter reports - -------- --------- ----------- -------- ---------- -------- ---------- ------- ~~Rich Domaleski L L S L S L S Chris McCall S L L L L S L Jonathan Harvey S S Minella Gjoka S S S S S Andrew Thomas S S S Janet Loop Vitana Melesiute S S S S S Teresa Bray S S S S~~
Legend: L = Task Leadership, S = Task Support FIGURE 5: TASK ASSIGNMENTS WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 11 WORLD ENERGY SOLUTIONS 4 MINIMUM TECHNICAL REQUIREMENTS The following sections demonstrate how the Team meets or exceeds all minimal technical requirements specified in the RFP. 4.1 PERFORMANCE-BASED FEE CERTIFICATION The Team acknowledges the requirements contained in the RFP regarding fees and accepts all risk associated with this. There will be no upfront costs to ECOE and ECOE is under no obligation to compensate the Team for services rendered if a supply contract is not awarded. 4.2 SUPPLIER NEUTRALITY The team is supplier neutral and has no ownership ties, partnerships, or other business relationship with any specific supplier that would reasonably be considered a conflict of interest. This is one of the Team's key operating principles and is an important discriminator for our government customers. We support the decision of ECOE to require respondents to provide a statement certifying that they are supplier neutral. The transparency of our process underscores this fact. Our honest broker approach provides assurance to both our customers as well as suppliers that the process is fair. Customers need to know that we put our customer's interest first and have no vested interest in which supplier wins a procurement. Suppliers need to know that they participate on a level playing field. Suppliers each see the lowest price at any point in time once they become an active participant in an auction. Each supplier has equal chance to win a customer's business on the merits of its competitive price alone. There is no favoritism given in any regard, whether through fees, terms, or any other area. Neutrality was a critical consideration by the Team's legal counsel when formulating its general supplier agreement, to which each supplier is contractually bound when bidding on commercial business. This supplier agreement structures the foundation for a supplier's use of the reverse auction platform, rights and responsibilities when bidding on a customer opportunity. Because of the transparency of the platform and its positioning as an "exchange," the Team's counsel was steadfast that no supplier has more favorable agreement terms, whether directly or indirectly. All suppliers agree to the same core terms and conditions prior to bidding on commercial business. By its integral role in the formulation of the solicitation, the Team ensures the same core principles carry forward for government procurements as well. This benefits ECOE in a number of important ways. First of all, this creates a fair and auditable process. Customers can defend and explain decisions. Secondly, it enhances competition and that lowers prices. This fact is demonstrated in our work with DC, which is described in Section 4.11 Past Performance. Suppliers participate because they understand the criteria for award. 4.3 ELECTRICITY PROCUREMENT The Team has conducted three electricity procurements that meet the requirements presented in the RFP, namely an electricity or gas procurement for at least one Federal, State, or Local government entity, which resulted in energy supply contract awards serving at least 500 WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION 12 WORLD ENERGY SOLUTIONS accounts. Two of these are presented in Section 4.11 and consist of electricity procurements for MDGS and DC. Contact information to verify these procurements is contained in the write-ups. The third procurement was held in the spring of 2001 and resulted in supply contract awards serving more than 800 federal accounts. The best example was the electricity procurement for MDGS in March 2004 which was designed to allow the State to lock in the lowest possible cost before price caps expired July 2004. As a result of the procurement, MDGS expects cost avoidance savings in excess of $5.5 million per year. Additionally MDGS was able to achieve its two goals of being fiscally responsible and environmentally friendly. Some of the highlights of the procurement include: - - The Team developed a 26,000 line usage database in Excel with utility quality data including six rate classes and two utilities. Usage data was obtained directly from the utilities and scrubbed by the Team prior to distribution. - - MDGS procured 100 million kWh of environmentally friendly green power at no cost premium when compared to generic power bids for the same accounts. - - Supply Contracts were awarded to four suppliers serving 660 State accounts located in the service territories of Baltimore Gas and Electric (BG&E) and Potomac Electric Power Company (PEPCO). In conducting the procurement, the Team provided a complete range of services to MDGS from data collection and tariff analysis to strategic planning and contract management. The Team met with all participating agencies to explain the process and collect account information. After the auction, the Team provided a paper trail of all prices submitted, an analysis of total procurement, and assisted MDGS with the transfer of service. Additionally, the Team continues to provide online tools for both MDGS and participating agencies. This service not only allows access and review of relevant documents and data online, but also helps facilitate future procurements since everything is centrally housed in a readily accessible database. A press release regarding this procurement is provided in Appendix B. 4.4 RENEWABLE POWER The Team has conducted two auctions that resulted in at least 100 million kWh of renewable power supply awards during the past three years. In fact, contract awards to date include a total of 377 million kWh in renewable power. One of these is presented in Section 4.11 in the form of an electricity procurement for MDGS. The other procurement served various federal facilities in the Consolidated Edison Utility of New York and awards were made for over 200 million kWh of renewable and wind power. As discussed previously, the electricity procurement for MDGS in March 2004 was designed to allow the State to lock in the lowest possible cost before price caps expired July 2004. As a result of the procurement, MDGS expects cost avoidance savings in excess of $5.5 million per year or $11 million over the life of the contract. The supply contract also included 100 million kWh of environmentally friendly green power, which was obtained at no cost premium. This allowed the State to be both fiscally responsible and environmentally friendly. WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION 13 WORLD ENERGY SOLUTIONS A press release regarding this procurement is provided in Appendix B. 4.5 TECHNOLOGY PLATFORM The Team has an energy supply management platform that is used for on-line, real-time reverse auctions and has used the platform to conduct multiple auctions in the past three years. WE is the market leader in retail energy information and on-line procurement. [**]. There are many benefits to our technology platform, but most compelling of all are statements from suppliers who report that they actually prefer the platform to the sealed bid process, even though it cuts down their margins. A full description of the platform as well as its most recent use is provided in the remainder of this section. 4.5.1 DESCRIPTION AND CAPABILITIES OF THE TECHNOLOGY PLATFORM The Team's energy supply management platform integrates procurement tools, portfolio, and bill management. The platform runs the largest volume retail energy exchange in North America and is ranked number one by the Meta Group. The platform was built around the Team's proven end-to-end process. The procurement tools included in the platform were built exclusively for energy and are secure, and scalable. All the tools in the platform are provided to our customers throughout the life of the contract to allow access and review of relevant documents and data online and to also help facilitate future procurements. The Team's platform is entirely web based; all that is needed to access the platform is a web browser and an internet connection. All session data including username and password information is encrypted for security purposes using industry standard Secure Sockets Layer (SSL) technology. WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION 14 WORLD ENERGY SOLUTIONS (GRAPHIC) FIGURE 6: CUSTOMER WEBSITE In order for all suppliers to have equal access and an equal opportunity, a customer specific website for each procurement is created (see Figure 6). The website includes the solicitation documents and addenda, most recent 12 months of historical usage (monthly and interval), auction schedule, supplier solicitation questions and answers (Q&A) including qualification questions, suppliers frequently asked questions (FAQs), and auction rules. Any time a document is updated and reposted to the site with a new date stamp; all suppliers are notified via email. All correspondence between the Team and suppliers are saved in an electronic procurement folder. (GRAPHIC) Note: Customer name deleted. FIGURE 7: CUSTOMER RFPS The Team constructs RFPs by segmenting the load into different tranches based upon: market knowledge, customer requirements, local distribution company (LDC), term length, power type (electric versus natural gas), and load factor (in the case of electricity). In addition, different pricing products can also be utilized such as firm fixed pricing, index based pricing, baseload-plus index pricing, demand response pricing, component based pricing, fixed price adder tied to the day ahead market, wholesale market pricing, and partial load on fixed price, with remainder on index. All of the tranches are loaded onto the platform as different RFPs and can be accessed anytime by customer or supplier personnel through the internet (see Figure 7). RFPs are created as soon as data is available before and auction; thus, giving suppliers sufficient time to ask questions during the bidders conferences, run their pricing models, and prepare their bidding strategies. WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION 15 WORLD ENERGY SOLUTIONS (GRAPHIC) Note: Customer name deleted. FIGURE 8: CUSTOMER RFP DETAILED VIEW Clicking on the corresponding RFP number opens a detailed view of each RFP (see Figure 8). Different views of the page are presented to the customer, the suppliers, and the Team based upon security level. During an auction, suppliers compete in real time for a customer's business. While it is ongoing, customers can view supplier-bidding activity (see Figure 9). The platform archives all bid pages. Bidding suppliers are driven to lower their prices below what they would normally offer in a sealed bid procurement process because they are able to view the lowest bid price that has been entered by their competition, forcing them to place a lower price in order to beat the competition, if they so chose. Suppliers do not see the name of the other supplier associated with the lowest bid price. (GRAPHIC) Note: Customer name deleted. FIGURE 9: CUSTOMER AUCTION A demonstration of the Team's energy supply management platform has been created specifically for ECOE. [**]. All site, customer, and market data contained in the demonstration version is for demonstration purposes only. 4.5.2 SUCCESSFUL ENERGY AUCTIONS The most clear and convincing evidence that the Team has conducted successful energy procurements for at least three years, is contained in the press releases issued by our customers and the awards they have won. Appendix B contains two relevant press releases, one from MDGS and one from DC on the success of their auction in 2004. In addition, Section 4.18 discusses the awards our customers have won. These awards date back to 2002. WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION 16 WORLD ENERGY SOLUTIONS Taken together, this information describes a Team that has been successful beyond the three year minimum required in the RFP and that is committed to providing customers with solutions to their procurement needs, whether the objective is cost avoidance savings, risk management, budget certainty, or renewable power. The information technology platform was designed to compliment the Team's proven procurement process, which is discussed later in this proposal. The technology allows the team to execute real-time, online reverse energy auctions. The Team has conducted hundreds of auctions that meet these requirements over the past three years (see Appendix C). Because the Team focuses solely on energy auctions, with a primary concentration in electricity and natural gas, it is able to solicit multiple bids and pricing types during the same auction event. This combination of technology and process has led to hundreds of successful procurements. 4.6 AUTOMATIC AUDIT TRAIL The Team's platform provides an automatic audit trail of time stamped bids and bidder information for each company participating, including information on whether multiple bidders participated for the same company. To ensure the integrity of the auction and preserve our status as an honest broker, complete transparency must be maintained. This provides assurance to both our customers as well as suppliers that the process is fair. Transparency is achieved in a number of ways. First of all, suppliers each see the lowest price at any point in time once they become an active participant in an auction. Each supplier has equal chance to win a customer's business on the merits of its competitive price alone. There is no favoritism given in any regard, whether through fees, terms, or any other area. Secondly, the Team provides a complete due diligence report to our customers. This audit trail includes supplier communications, bid prices, bid times, and auction results. This provides customers with the information to answer any question that may arise as a result of the auction. WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION 17 WORLD ENERGY SOLUTIONS (GRAPHIC) FIGURE 10: AUTOMATIC AUDIT TRAIL - TIME STAMPED BIDS Figure 9 portrays the automatic time stamped bids and bidder information captured by the auction platform. Capturing this type of information is important and benefits ECOE in a number of important ways. First of all, it creates auditable information that attests to the transparency and fairness of the auction. Customers can defend and explain decisions. Secondly, suppliers participate because they understand the criteria for award and this enhances competition and that lowers prices. This fact is demonstrated in our work with DC, which is described in Section 4.11 Past Performance. 4.7 PLATFORM SECURITY Secure Sockets Layer (SSL) is the standard security technology for creating an encrypted link between a web server and a browser. This link ensures that all data passed between the web server and browser remains private and integral. SSL is an industry standard and is used by millions of websites in the protection of their online transactions with their customers. WE employs SSL to protect all data transmitted between browser and web server. This technology protects confidential information (e.g., passwords, bid data, customer data) from being viewed or tampered with by unauthorized parties thus ensuring the integrity of our auction events. WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION 18 WORLD ENERGY SOLUTIONS (GRAPHIC) FIGURE 11: WORLD ENERGY'S SSL CERTIFICATE SSL works by using a public key to encrypt data that's transferred over the SSL connection. WE utilizes strong encryption also known as 128-bit encryption. 128-bit encryption provides a significantly greater amount of cryptographic protection than 40-bit encryption. In order to be able to generate an SSL link, a web server requires an SSL Certificate. WE's platform utilizes Comodo's SSL Certificate and is depicted in Figure 11. To provide maximum uptime system availability, WE's platform is hosted in a multi-tiered, highly secure, highly reliable fault tolerant environment. This environment includes a universal power supply (UPS) and diesel generator for fully redundant backup power to computer equipment. The environment also includes climate control as well as physical security to building and data center. To provide highest level of availability to the internet, the data center utilizes connections to multiple Tier 1 internet backbone providers. To minimize risk of server downtime due to hard-drive failure, our platform server features a hot swappable RAID 1 disk array. In the event of major system component failure such as the motherboard, a spare server is readily available and can be brought online. To minimize risk of interruption due to outside attacks on our platform, we employ a fully integrated security approach located at the network edge. Using deep packet inspection engines, which are currently capable of recognizing 1800+ attack and vulnerabilities signatures, we are able to defend network resources from Trojans, worms, DoS/DDos attacks, and blended threats including sophisticated polymorphic attacks. Our backup cycle includes nightly incremental backups and a weekly image backup. The nightly backups are on a fourteen day rotation and the weekly backup is kept on a two-week rotation. Each backup, whether it be nightly or weekly, is stored in an off site location. 4.8 PRICING PRODUCTS Most customers request simple pricing products such as firm fixed price or index based pricing but because the Team's platform is so flexible additional pricing products can also be utilized. This team has successfully run procurements for government clients including the following pricing products in addition to [**]. WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION 19 WORLD ENERGY SOLUTIONS In addition, the system has successfully been used to award contracts for financial products such as settled swap transactions. These options can be critical to customers who want to explore and consider a variety of pricing products to meet their objectives. The flexibility of the auction platform allows the Team to do this. Government clients have awarded contracts for fixed, index, baseload-plus index, demand response, and component based pricing. This was demonstrated in the auction for MDGS in March 2004. [**]. Based on the flexibility of the procurement platform used, [**] were requested in order to allow the State an opportunity to compare different pricing options. [**]. (GRAPHIC) FIGURE 12: [**] (GRAPHIC) FIGURE 13: [**] 4.9 CUSTOMER LISTING The following table presents a few of the Team's customers from the past two years. The Team has run multiple auctions for this select group of customers. In fact, the Team has run [**] in this period. Of these auction events, [**] procurements. This does necessarily represent the number of contracts entered into but rather the fact that multiple auctions are run, providing customers with prices for different WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS 20 WORLD ENERGY SOLUTIONS pricing options and/or Ts&Cs (e.g., % renewable energy). A complete list is provided in Appendix C along with the date of the auction and the type of commodity.
NUMBER OF CUSTOMER AUCTIONS -------- --------- ~~NGAP-GSA [**] Maryland Department of General Services [**] [**] [**] General Services Administration (GSA) [**] [**] [**] [**] [**] [**] [**] [**] [**] Other [**] --- TOTAL AUCTION EVENTS: [**] ===~~
FIGURE 14: SELECT CUSTOMER LIST 4.10 GAS AND ELECTRICITY PROCUREMENT AMOUNTS The Team has been performing electricity and natural gas procurements since 2001 and made numerous awards since that time. Over the past three years the Team has awarded more than 7 billion kWh in electricity and more than 30 million dths of natural gas. This includes awards to more than ten different suppliers for each commodity type. For the Team's government customers, [**]. A complete listing of awards is contained in Appendix D.
ENERGY COMMODITY AMOUNT CONTRACTED - ------------------ ----------------- ~~Electricity (kWh) 7,476,316,800 Natural Gas (dths) 30,423,878~~
FIGURE 15: THE TEAM'S PROCUREMENTS EXCEED THE MINIMUM REQUIREMENTS Currently, there are [**] suppliers registered on the platform. A complete listing of the suppliers is presented in Appendix E. 4.11 PAST PERFORMANCE This section contains three specific examples which demonstrate the Team's experience in providing supply-side energy consulting services. As mentioned previously, the proposed Team for this engagement has worked together on nearly [**] government and commercial auctions over the past four years. These three past performance qualifications represent some of the Team's best work and closely match the ECOE's requirements for Energy Supply Acquisition Management Services. As these qualifications demonstrate, the Team has a record of success providing energy services and is capable and ready to support ECOE. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS 21 WORLD ENERGY SOLUTIONS ENERGY MANAGEMENT SERVICES FOR MARYLAND DEPARTMENT OF GENERAL SERVICES
CONTRACT NAME DELIVERY ORDER NAME AWARD DATE - COMPLETION DATE ------------- ------------------- ---------------------------- ~~Energy Management Services MDGS n/a 2/2004 - Ongoing~~

CONTRACT NUMBER, AGENCY DELIVERY ORDER NUMBER DOLLAR AMOUNT - ----------------------- --------------------- ------------- ~~SC# AGREEMENT 2/16/2004 n/a $0~~

CUSTOMER TECHNICAL REPRESENTATIVE CUSTOMER CONTRACTUAL REPRESENTATIVE --------------------------------- ----------------------------------- Mr. Carl LaVerghetta Mr. Carl LaVerghetta Director of Procurement Director of Procurement Maryland Department of General Services Maryland Department of General Services ###-###-#### ###-###-#### ***@*** ***@*** Customer Type: State Government Contract Type: Performance Based
SUMMARY OF WORK PERFORMED As a result of the procurement services performed by the team of World Energy Solutions Inc. (WE) and Science Applications International Corporation (SAIC); the State of Maryland met its two goals of being fiscally responsible and environmentally friendly. The State will pay less for electricity over the next two years due to this innovative procurement process which is expected to produce cost avoidance savings in excess of $5.5 million per year. The auction was held 30 March 2004 to allow the State to lock in the lowest possible cost before price caps expired in July. Over 320 bids were received from six energy suppliers during this one day series of auctions. Based on the flexibility of the procurement platform used, 36 separate RFP's and six different pricing products were requested in order to allow the State an opportunity to compare different pricing options. Key highlights include: - - Developed a 26,000 line usage database of utility quality data including six rate classes and two utilities with data obtained directly from the utilities and scrubbed by the Team - - MDGS procured 100 million kWhs of environmentally friendly green power at no cost premium - - Supply Contracts awarded to four suppliers serving 660 State accounts located in the service territories of Baltimore Gas and Electric (BG&E) and Potomac Electric Power Company (PEPCO) The Team provided a complete range of services to MDGS from data collection and tariff analysis to strategic planning and energy management. The Team met with eligible agencies to interest them in the procurement and then met with all participants to explain the process and collect account information. With the knowledge of everyone's objectives, the merits of different procurement strategies were evaluated and used to create a set of purchasing options for the agencies that reflect market realities. The Team presented a list of options to MDGS along with the Team's recommendations. Based on the options selected, solicitations were developed, benchmarks prices were developed, suppliers were contacted and pre-qualified, and an auction was conducted. As part of our services the Team assisted with the evaluation of the bids and communicated with suppliers. After the auction, the Team provided a paper trail of all prices submitted, analysis of total procurement, and assisted the customer to ensure service was transferred correctly. Some of the services the Team provided to MDGS include online tools for both MDGS and participating agencies. Copies of each supply contract issued by MDGS and specific terms were loaded into the system to ensure smooth contract management post-auction. Copies of supply bills, historical account data, and updated monthly usage data is available. This service not only allows users to access and review of relevant documents and data online, but will also help to facilitate future procurements. RELEVANCY The work demonstrates the Team's ability to support and perform all aspects of ECOE's scope of services. One of the most significant outcomes of the project to date is that the auction allowed MDGS to obtain 100 million kWhs of environmentally friendly green power at no cost premium when compared to conventional power bids received on the same accounts the same day. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS 22 WORLD ENERGY SOLUTIONS REVERSE ENERGY AUCTIONS FOR THE DISTRICT OF COLUMBIA
CONTRACT NAME DELIVERY ORDER NAME AWARD DATE - COMPLETION DATE ------------- ------------------- ---------------------------- ~~District of Columbia Order For Commercial Items 11/2004 - Ongoing~~

CONTRACT NUMBER, AGENCY DELIVERY ORDER NUMBER DOLLAR AMOUNT ----------------------- --------------------- ------------- ~~Office of Contracting and Procurement n/a $0~~

CUSTOMER TECHNICAL REPRESENTATIVE CUSTOMER CONTRACTUAL REPRESENTATIVE --------------------------------- ----------------------------------- Ms. Elizabeth Kilpatrick Ms. Elizabeth Kilpatrick Assistant Commodity Manager / Assistant Commodity Manager / Contracting Officer Contracting Officer Government of the District of Columbia Government of the District of Columbia Office of Contracting and Procurement Office of Contracting and Procurement ###-###-#### ###-###-#### ***@*** ***@*** Customer Type: Government Contract Type: Performance Based
SUMMARY OF WORK PERFORMED In December 2004, OCP contracted with the Team of World Energy Solutions, Inc. (WE) and Science Applications International Corporation (SAIC) to perform an electricity procurement for the District of Columbia (DC) valued at $41.2 M. The resulting contract served over 600 DC Government accounts in four rate classes. In addition to producing an estimated $5.5M in cost avoidance savings, the contract included 5% or 33M kWh of renewable power at a minimal cost premium when compared with generic power bids. The Team was able to provide a complete range of services to OCP. These included creating a supplier quality database consisting of over 7,000 lines, assisted in the re-writing of the supply Solicitation, meetings with agency heads and city council members to education them on energy market volatility and its effect on pricing, and ensuring the transference of accounts correctly. In addition, OCP was provided with a complete audit-trail and due diligence record of all correspondence, supply solicitation re-writes, market analysis, teleconference notes, and time-stamped bid records. OCP also has unlimited access to bid records online, updated market reports for both natural gas and electricity, supplier contact information, and account data. All these activities were conducted within a six week time frame and would not have been possible without the Team's proven process. RELEVANCY The work performed for OCP demonstrates the Team's ability to support and perform all aspects of the ECOE's Scope of Services; from providing in depth analysis to run procurements, to portfolio management and analysis to assure that cost avoidance savings are realized over the life of the contract. It also demonstrates the Team's ability to effectively perform all tasks quickly and successfully. Prior to engaging the Team, OCP had been unsuccessful in two previous procurements, receiving only one bid from one supplier each time. The Team was able to increase supplier participation by 250% and assisted in decreasing the City Council's approval process from two weeks to less than 24 hours. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS 23 WORLD ENERGY SOLUTIONS MASSACHUSETTS ENERGY MANAGEMENT SERVICES
CONTRACT NAME DELIVERY ORDER NAME AWARD DATE - COMPLETION DATE ------------- ------------------- ---------------------------- ~~Energy Management Services n/a 4/2005 - Ongoing~~

CONTRACT NUMBER, AGENCY DELIVERY ORDER NUMBER DOLLAR AMOUNT ----------------------- --------------------- ------------- ~~ENE25; The Commonwealth of Massachusetts Operational Services Division n/a $0~~

CUSTOMER TECHNICAL REPRESENTATIVE CUSTOMER CONTRACTUAL REPRESENTATIVE - --------------------------------- ----------------------------------- Mr. James Ferri Mr. James Ferri Procurement Team Leader, Energy Procurement Team Leader, Energy Room 1017 Room 1017 One Ashburton Place One Ashburton Place Boston, MA, 02108 Boston, MA, 02108 ###-###-#### (Phone) (617) 720-3168 (Phone) (617) 727-4527 (Fax) (617) 727-4527 (Fax) ***@*** ***@*** Customer Type: State Government Contract Type: Performance Based
SUMMARY OF WORK PERFORMED The Massachusetts Operational Services Division (OSD) solicited energy procurement and contract management services through a competitive Request for Proposal Process. The team of World Energy Solutions, Inc. (WE) and Science Applications International Corporation (SAIC) won the competition based on past performance and price. The team has actively been working with OSD since April to provide expertise and solutions regarding the Commonwealth's upcoming electricity procurement, which is the first of its kind for the State. To date, the team has primarily focused on the following areas of pre-auction support: - - Providing market assessments and guidance on cost-avoidance savings opportunities by utility - - Assisting OSD with marketing over 100 state, local, and non-profit agencies that have the option to join this procurement or satisfy their needs individually. The team has met with individuals at each of these agencies at least once through either teleconferences or in person meetings. - - Delivering guidance on how to craft the Request for Response (RFR) for electricity supply in such a way that it is compliant with the Commonwealth's desired terms and conditions and will result in the most competitive pricing in the market. - - Discussed and analyzed aggregation strategies for the 3,000 + accounts included in this procurement which are located in six different utilities and cover 30 rate classes. RELEVANCY Though the auction for the Commonwealth of Massachusetts will not take place until November 2005, the work the Team is doing is a good example of how to structure complex procurements and increase the size of the aggregation. The level of marketing services and client interface provided to date has far exceeded any efforts undertaken in previous work performed for government clients. 4.12 COMPANY PROFILE The Team proposed for this engagement consists of World Energy Solutions and Science Applications International Corporation, each is discussed separately. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS 24 WORLD ENERGY SOLUTIONS WORLD ENERGY SOLUTIONS OVERVIEW Headquartered in Worcester, Massachusetts, WE is a privately held firm, with 15 full time employees. It operates as an independent, supplier-neutral entity in the newly deregulated energy environment. WE has no equity ties to any energy supplier. WE is the market leader in retail energy information and on-line procurement, delivering the intelligence and tools energy buyers need to drive confidence up and costs down. Founded in the mid-1990s as electricity deregulation was just emerging, WE became one of the first new market entrants to be granted a Federal Energy Regulatory Commission (FERC) tariff. At that time, WE also saw the Internet wave building, and embraced the notion that it would revolutionize energy procurement. This marriage of market expertise and technology has enabled WE to become the runaway market share leader in on-line procurement with over seven times the amount of energy commodities procured as its nearest competitor. WE's expertise and technology underpinnings best serve customers, buying groups, or consultants who have complex aggregations and/or national buying needs. Over the past decade, WE has become the platform of choice for the Federal Government and many Fortune 500(TM) commercial and industrial companies, procuring nearly $1 billion worth of commodity in over 75 markets on behalf of 250+ customers. Documented cost avoidance savings from utility rates offered are approaching $100 million. Depending upon market conditions and Terms and Conditions (Ts&Cs), many of our customers achieve cost avoidance savings of 5-30% on energy commodity costs. WE has earned its success because of four key elements: the market knowledge WE packages, a process and supporting technology platform that is based in Six Sigma quality principles and is Sarbanes-Oxley compliant and Statement on Auditing Standards No. 70 (SAS 70) auditable, our relationships with suppliers, and reputation as a supplier neutral, honest broker. CRITICALLY INTELLIGENT Since deregulation is happening state by state and there are no retail pricing indices, it is very difficult for energy managers at end use companies, government buying groups, or consulting firms to be abreast of all the markets and their competitive dynamics at all times. With its national footprint, WE has more information about markets and pricing than any other player in the deregulated market. Often times, suppliers will bid on our platform, simply to see what prices are in the market at that time. The intelligence on the platform collected from thousands of discrete pricing events, enables WE to provide expert guidance to its customers about market conditions, local pricing, and potential cost avoidance savings. This guidance provides customers with the confidence necessary to engage the deregulated market to both maximize cost avoidance savings and minimize budget risk. BRUTALLY EFFICIENT At the heart of WE's product line is an on-line RFP and reverse auction suite of tools. The auction pits suppliers against one another in a real time on-line reverse auction to bid on a customer's requirements. In this dynamic, competitive arena, suppliers repeatedly lower their WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 25 WORLD ENERGY SOLUTIONS prices in order to win a customer's business. This approach has proven time and time again to secure the lowest price in the market over traditional RFP methods and generic business-to-business (B2B) auction platforms. One supplier said, "World Energy is brutally efficient at driving prices down to the bare minimum." What makes reverse auction so effective is its underlying design. In researching the choices about what auction methods and features to build in its platform, WE consulted with University of Chicago's leading economists and discovered that different design approaches yield different bidding behavior and pricing results. In designing the system, each design choice such as bid entry method, auction length, auction termination rules, and other elements have been incorporated into the platform to favor the consumer over the supplier. PROCESS COMPLIANT Most comforting to buyers is WE's rigid attention to process, ensuring both a very high success rate and protest free procurements. WE's processes were designed with Six Sigma quality principles to assure the highest levels of quality and consistency. WE's platform assures data integrity, and that all procurements are fully documented and auditable; thus, giving procurement managers the ability to enjoy peace of mind. PRODUCTS WE differentiates itself in the marketplace by offering total end-to-end energy procurement, management, and consulting products in the following areas: - - Procurement: a streamlined process and convenient "web-enabled" procurement product which has been proven time and time again to secure the lowest commodity price in deregulated markets. - - Market Information: a breadth and depth of market knowledge, including ongoing regulatory matters, wholesale activity levels, and retail activity levels (where applicable) in both regulated and deregulated markets, and risk management assessment to identify advantageous financial instruments. - - Bill Analysis, Presentment, and Payment: a comprehensive bill presentation, validation, consolidation, payment, and analysis suite of offerings. WE can maintain a billing information database for its customers, help identify billing and tariff errors, and obtain reimbursement for these errors from their supplier. - - Portfolio Management: a comprehensive suite of tools to track contracts, sites, accounts and usage. This data can be used to track performance against budget, identify usage outliers, and for other management purposes. SCIENCE APPLICATIONS INTERNATIONAL CORPORATION OVERVIEW SAIC is the largest employee-owned research and engineering company in the United States; providing information technology, systems integration and e-solutions to commercial and government customers. SAIC engineers and scientists work to solve complex technical problems in national and homeland security, energy, the environment, space, telecommunications, health WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 26 WORLD ENERGY SOLUTIONS care and logistics. With annual revenues of $7.2 billion, SAIC and its subsidiaries, have approximately 43,000 employees at offices in more than 150 cities worldwide. SAIC is recognized as a company that maintains a highly competent technical staff. Approximately 77% of our employees have more than 10 years experience, and 76% of our professional staff hold advanced degrees. SAIC's ability to attract talented employee-owners is based on our employee ownership philosophy and our keen understanding of how to develop multidisciplinary teams that work together seamlessly to produce highly effective integrated solutions. Over the past 35 years SAIC has evolved into a diversified technology, research, and engineering company. Our continued growth is the result of success in the government and commercial sectors complemented by strategic acquisitions, as well as a dedication to creating innovative, cost-effective ways to meet the changing needs of our customers and evolving markets. We maintain and continue to expand a broad customer base; the result of more than 30,000 contracts awarded to SAIC since the company was formed in 1969. SAIC successfully manages these engagements through application of our Common Approach to Program Management (CAPM) and Common Approach to Project Controls (CAPC), which help ensure quality, cost, and schedule control. SAIC has found that use of these common approaches consistently minimizes contract performance risk and are a key factor in SAIC's contract win rate. SAIC has a proud history of satisfying customers' needs and exceeding customers' expectations. Continually at the forefront of new technology developments, SAIC has received numerous awards for providing outstanding services and products to the government. SAIC creates, as well as assists, customers in identifying new technologies to ensure mission accomplishment. Typically, SAIC believes in working as a partner with customers in order to identify, evaluate, and implement solutions to complex technical problems. SAIC is working with a variety of state, commercial, and industrial customers to implement energy efficiency programs. For the University of New York, we are evaluating Internet-based metering technologies and cost management data on energy usage. For the NYC Metropolitan Transit Authority, SAIC is developing and implementing an energy commodity risk management strategy to minimize cost and reduce market risk when purchasing electricity. By drawing on our deep scientific experience and innovative business solutions, SAIC has performance-based contracts with customers such as British Petroleum (BP), Shell, and Chevron Texaco. Under these contracts we help them manage their outsourcing model, created by SAIC, to meet their needs of radically reducing costs and gaining more flexible and higher quality IT resources. SAIC has committed to savings goals in each year of our performance-based contract. As a result, BP has reduced their costs by 40% globally over the first three years of the outsourcing engagement, and has continued at a 10% reduction each year since, leading to hundreds of millions of dollars of savings to BP. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 27 WORLD ENERGY SOLUTIONS In 2002, SAIC acquired Arthur Andersen's North American Oil and Gas Practice in order to integrate solutions that enable our customers to reduce costs, streamline operations, and operate more effectively. This acquisition enhances SAIC's ability to provide expertise in energy consulting solutions and services; and SAIC has gained many employees with a great deal of knowledge in providing energy consulting services to a variety of customers across the energy industry in Mining, Utilities, and Oil and Gas. Our experienced team of energy consultants delivers a range of services including benchmarking, technology strategy, and back office optimization. SAIC benchmarks major and mid-tier oil companies to measure the efficiency of general and administrative cost structures, and has recently initiated a benchmarking study to address operating costs and capital expenditures. Many well recognized publications and business institutions have honored SAIC's outstanding accomplishments with the following rankings and recognitions: - - #5 America's Most Admired Companies: Computer and Data Services, Fortune (April 2004) - - #17 500 Largest Private Companies, Forbes (November 2003) - - #276 of the Fortune 500(TM), Fortune (April 2005) SAIC/WORLD ENERGY TEAM The Team's combination of in-house expertise and extensive resources in the energy market ensures that ECOE's requirements will be met. Our skill sets and track record ensure that the Team will be responsive to any emerging requirements throughout the life of the contract. This partnership is based on complementary skill sets. WE provides market expertise and technology while SAIC provides proven public sector project management capabilities (i.e., CAPM and CAPC). This seamless integration of capabilities provides government customers with the right mix of process and technology for competitive, transparent and auditable procurements. Together, the Team has managed nearly 30 major aggregations consisting of hundreds of accounts and auctions for government and commercial customers over the past four years. This includes a number of auctions procuring energy greater than the ECOE's requirements from both an energy value and complexity standpoint. The work will be managed from WE's Worcester, MA office but a significant amount of day to day work will be run out of SAIC's McLean, VA office. None of the other 150 SAIC offices world-wide will be involved unless additional energy expertise is required during the course of the contract. WORLD ENERGY SOLUTIONS OFFICE: SAIC MCLEAN, VA OFFICE: World Energy Solutions Science Applications International 446 Main Street Corporation Worcester, MA ###-###-#### SAIC Drive Phone: 508 ###-###-#### McLean, VA 22102 Fax: 508 ###-###-#### Phone: 703 ###-###-#### Fax: 703 ###-###-#### WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 28 WORLD ENERGY SOLUTIONS URL: www.worldenergy.com URL: www.saic.com 4.13 PROCUREMENT MARKETING Throughout the multitude of experience with energy auctions, the Team has found that bidding is more aggressive when there is a greater load and more participating suppliers. Thus, the Team's goal is to maximize both. This is done at two levels: the first is to market internally so that all available federal loads are included; secondly, the Team actively markets to all registered suppliers notifying them of the procurement in order to produce maximum participation. In doing both effectively, the Team can increase both the competitiveness and size of energy aggregations. As our past performance attests, the Team has been successful in this area. This is due in large measure to our process and success rate. Because we are not replacing current procurement processes but rather complementing them, the process is easy for agencies grasp and support. Our success rate encourages supplier participation because they know our customers understand the process and are able to make decisions. In other words, contracts are awarded as a result of our work and suppliers are eager to compete for real business rather simply than take part in nothing more than a technology demonstration. The Team's process works and delivers results for both our customers and suppliers. These capabilities and expertise are highlighted in the past performance write-ups in Section 4.11 for MDGS and the MA OSD. For MDGS, the Team was able to increase the size of the auction by 118%, through effectively marketing agencies such as the Maryland Stadium Authority and numerous state universities. For OSD, the Team has been able to increase the size of the auction by over 30% by individually explaining the benefits of aggregation to the Massachusetts Turnpike Authority, other non-executive agencies, various colleges and universities, cities, and non human and social service non-profits 4.14 REFERENCES This section contains six references a number of letters of recommendation attesting to the quality of our services and the success of the Team. The letters are from MDGS and the District of Columbia. The Team has conducted auctions for each of these customers equal to or greater than ECOE's requirements.
NO. REFERENCE CONTACT INFORMATION - --- ------------------------------------------------- 1 Mr. Carl LaVerghetta Director of Procurement Maryland Department of General Services ###-###-#### ***@*** 2 Ms. Elizabeth Kilpatrick Assistant Commodity Manager / Contracting Officer Government of the District of Columbia Office of Contracting and Procurement ###-###-#### ***@***
WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 29 WORLD ENERGY SOLUTIONS
NO. REFERENCE CONTACT INFORMATION - --- ------------------------------------------------- ~~3 Mr. James Ferri Procurement Team Leader, Energy Commonwealth of Massachusetts Operational Services Division ###-###-#### ***@*** 4 [**] 5 [**] 6 [**]~~
FIGURE 16: TEAM REFERENCES 4.15 FINANCIAL INFORMATION WE is the market share leader in the on-line procurement of electricity and natural gas. Since founding, WE has facilitated contracts for over 11,000,000,000 kWh and 34,000,000,000 cubic feet of natural gas on behalf of [**] customers and over [**] accounts. The company is growing at over 50% per annum, more than doubling revenue over the past two years, and is projected to continue to grow at that rate for 2005. The company was profitable at both the operating income and net income lines in 2004 and continues to be so in the first half of 2005. The company is also cash flow positive for the first six months of 2005. In addition, World Energy has become the partner of choice for a number of major consultancies and demand side energy firms including SAIC, [**], Johnson Controls, and Cargill Energy Services. These firms have performed their due diligence and have made major investments to create an offering that incorporates WE's platform and procurement process. These firms also provide a pool of resources that WE can tap into to mitigate spikes in workload and demand for services. Our partnership with SAIC has created a formidable team in support Federal, State and Local government opportunities. Similarly partnering with Johnson Controls and Cargill has enabled WE to effectively serve national Fortune 500(TM) companies. WE's partner in this engagement is SAIC, which was founded in 1969 as a scientific consulting firm focusing on government contracts. Ranked 276 on the Fortune 500(TM) list, SAIC is the nation's largest employee-owned research and engineering company, providing information WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 30 WORLD ENERGY SOLUTIONS technology, systems integration and eSolutions to commercial and government customers. SAIC engineers and scientists work to solve complex technical problems in national and homeland security, energy, the environment, space, telecommunications, health care, transportation and logistics. With annual revenues of $7.2 billion, a 23% increase from the previous year, SAIC and its subsidiaries, have more than 43,000 employees at offices in more than 150 cities worldwide. SAIC's innovative organizational structure, which includes wholly owned subsidiaries, partially owned consolidated companies and equity investments, has created new avenues for the Company's continuing growth and success. While the company focuses on the primary markets listed above, SAIC also pursues business in many new areas, such as optical networking, Internet telephony, and electronic commerce. Based on our successfully serving GSA and ECOE for the past four plus years, the Team is confident that it will be able to deliver the service level and results to which the GSA and the ECOE has become accustomed. 4.16 UTILITY AND ACCOUNTS SERVED (MAP OF GEOGRAPHIC SPAN OF THE TEAM'S PROCUREMENTS) FIGURE 17: GEOGRAPHIC SPAN OF THE TEAM'S PROCUREMENTS Through the team's auditable and transparent process, government clients have awarded supply contracts serving accounts in more than 60 utilities and 27 states. Figure 17 shows the states the Team is actively serving customers in. Regarding electricity, the Team is active in nearly every competitive market. In total, the Team has served nearly [**]. Detailed information regarding the number of utilities and states client accounts have been served in based on energy supply contract awards through the Team's real-time, online reverse auction platform is provided in Appendix F. 4.17 PRICE TO BEAT APPROACH The Team conducts detailed price-to-beat benchmark analysis on every account in an aggregation, rather than estimate the price-to-beaat on the entire load. This detailed analysis enables the Team to architect RFPs in a way that provides customers with the most information upon which to base its contracting decisions. Utilizing account by account pricing benchmarks, WE can run auctions for subsets of the load versus running the load in its entirety, to assure that each segment stands on its own economically. For example for a large state aggregation, the Team was able to parse out streetlight accounts, create a benchmark, and run a separate auction. The benchmarks for the streetlights and the auction results indicated that it was uneconomic for these accounts to switch to competitive supply. Without the streetlights in the aggregation, the WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 31 WORLD ENERGY SOLUTIONS Team was able to avoid account cross-subsidization and attain a lower price for the accounts for which it was economical to switch to competitive supply. Without the separate price-to-beat benchmarks, the streetlights would have been placed on competitive supply and the average price for the aggregation would have been higher for all accounts, resulting in higher costs and lower savings. An example of the Team's price to beat analysis calculated at the individual account level is provided in Appendix G. This procurement included over 100 accounts. 4.18 AWARDS Over the past four years the Team's customers have won numerous awards from a variety of associations and organizations. The common theme throughout all these awards is the use of innovative technology to deliver value and cost avoidance savings from rates offered by the local utilities. The awards include: - - National Association of State Facilities Administrators (NASFA) awarded Secretary Boyd Rutherford from the State of Maryland with the 2005 Innovation Award. A press release regarding this award is presented in Appendix B. - - National Association of State Chief Administrators (NASCA) awarded Secretary Boyd Rutherford from the State of Maryland with the 2005 Outstanding Program Award. A press release regarding this award is presented in Appendix B. - - The US Closing the Circle Whitehouse award was given to Brian Magden, Ken Shutika, Linda Collins, Lou Lozito, and Mike Ziskind in 2004 for procuring Greenpower for Federal and non Federal facilities in NYC and NJ. The team of WE and SAIC facilitated both procurements. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 32 WORLD ENERGY SOLUTIONS 5 TECHNICAL APPROACH The Team has demonstrated capabilities providing all of the services described in the ECOE's detailed scope of services for both electricity and natural gas procurements. The process has been fine-tuned with each engagement to better assist our clients in getting everything they need and want. The following figure displays the Team's structured procurement approach. Within the tasks listed, all requirements of the ECOE's RFP are met. 5.1 PROCUREMENT PROCESS In addition to providing strategic energy planning, supply sourcing, and supply management, the Team's procurement process encompasses additional activities to help ensure the success of the procurement. The Team's process typically involves an online, real-time reverse energy auction. The services have been organized into three categories: Pre-Auction Tasks, Auction Tasks, and Post-Auction Tasks (see Figure 18). (FLOW CHART) FIGURE 18: THE TEAM'S COMPREHENSIVE PROCUREMENT PROCESS WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 33 WORLD ENERGY SOLUTIONS 5.1.1 PRE-AUCTION TASKS (FLOW CHART) FIGURE 19: PRE-AUCTION TASKS Pre-Auction Tasks (see Figure 19) comprise the first set of activities in the procurement process. These activities create a strong foundation necessary to perform a successful procurement: - - PROVIDE MARKET EXPERTISE (ON-GOING ACTIVITY THROUGHOUT THE PROCESS) - The Team's market expertise can first and foremost be attributed to the number of auctions that the Team has run. This expertise is brought to bear in a number of important areas including analysis of rates and tariffs, an assessment of procurement options, renewable power requirements, development and execution of the supply solicitation, and locating and pre-qualifying suppliers. Using the results of this analysis, the Team develops a comprehensive procurement strategy and implements a total supply-side management solution for client accounts. - - PROCESS EDUCATION AND MARKETING SUPPORT - The Team will educate ECOE and ECOE's customers on the Team's process. This includes how the Team will analyze accounts and aggregate them into RFPs in order to promote more competition and bidding; how the Team will locate and pre-qualify reputable suppliers to bid on the energy load; what contract options ECOE may want to consider, and how the Team will market the procurement opportunity to other eligible entities. For MDGS, the Team met with state agencies such as Camden Yards, Raven's Stadium, and numerous state universities to explain the process, encourage them to participate in the procurement, and collect account data. The Team was able to increase the size of the auction by 118%, resulting in greater load and more competitive prices. The Team recommends this approach to ECOE. - - COLLECT AND ANALYZE ENERGY CONSUMPTION DATA - The Team will collect agency account and market data pertaining for all accounts in the procurement. Additionally, we will pull utility quality data direction from the utility. Data requirements will be defined and a database of all identified sources of data will be created. This information is reviewed and analyzed for tariff rates, 12-month interval usage data, etc. in order to help develop a comprehensive procurement strategy. The analyzed data is also used to establish a benchmark (e.g. price-to-beat). This benchmark, developed in conjunction with ECOE, is used to evaluate prices immediately following an auction in order to determine estimated cost avoidance savings. For MDGS, the Team developed a 26,000 line usage database of utility quality data including six rate classes and two utilities. This provides suppliers with the WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 34 WORLD ENERGY SOLUTIONS highest quality data in a format that facilities analysis in their own pricing models, which decreases risk premiums in bid prices. - - CONDUCT A SUPPLIER SURVEY - The Team believes that it is essential to poll the suppliers who are active and licensed suppliers in the relevant utility in order to determine the best market strategies, resulting in the most competitive bids. Surveying suppliers will inform ECOE of any market or local distribution company (LDC) regulations that may drive up the risk premium in bid prices. - - ASSESS COMMODITY PROCUREMENT OPTIONS - The Team will review current energy commodity purchases and methods to identify areas for improvement and cost avoidance savings. The Team believes that it is crucial to meet with ECOE, as well as the points of contacts (POCs) for potential shareholders and involved agencies in an effort to fully understand their objectives and needs. With the knowledge of everyone's objectives, the merits of different procurement strategies can be evaluated and used to create a set of purchasing options for the agencies that reflect market realities. The Team will also research utility switch rules in the relevant utility or utilities in order to determine when to perform the procurement auction and to avoid any penalties upon switching from the LDC. Also, information will be provided regarding the best time to hold the procurement based on the market conditions and ECOE's specified timelines. - - GREEN/RENEWABLE ENERGY - The Team will assess any requirements for the procurement of renewable energy and also assist in certifying any renewable energy credits resulting from energy supply contract awards as well as other Federal projects. Procurement options will be included as part of the overall strategy. Renewable energy typically costs more per unit than generic energy, although the Team has found that addressing them as part of the process can result in reduced and even no price premiums. The Team was able to obtain 100 million kWh of environmentally friendly green power for MDGS at no additional cost premium when compared to conventional power bids received for the same accounts that day. The team can address all of the ECOE's renewable goals by providing expertise in both green commodity procurement and assisting in energy credit certification. - - PROCUREMENT STRATEGY - The Team will prepare a formal procurement strategy. The plan will describe the different options, assess the merits of each, and make recommendations on procurement strategies. The Team will assist the ECOE with reaching pricing decisions that adhere to cost avoidance savings goals regarding price risk avoidance, maximizing savings, and other objectives including renewable power goals. - - LOCATE AND PRE-QUALIFY REPUTABLE SUPPLIERS - The Team will notify 100% of suppliers registered in the utility and advertise the opportunity. The Team is familiar with and has existing relationships with most suppliers in currently used by ECOE. Existing relationships with these suppliers will enable the Team to draw interest and run a highly competitive procurement; ultimately helping to ensure that ECOE's goals are met. The Team will assist ECOE in pre-qualifying suppliers through the use of available information such as: Dunn and Bradstreet Credit Reports, FERC Reports, etc. The Team will work with ECOE to develop sound financial qualifications that suppliers must meet in order to bid. Pre-qualify suppliers facilitates the decision making process and can result in awards in less than 24 hours, which WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 35 WORLD ENERGY SOLUTIONS decreases the risk premium in bid prices. All suppliers deemed acceptable will be registered on the platform if they are not already a registered user. - - ASSIST WITH THE CREATION OF RFP TO SUPPLIERS - The Team has experience in the development of various types of government requirements and RFPs and will assist the ECOE in determining the best contract structure for each bidding event. This will be done through an analysis of the prior twelve-month's generation/ancillary pricing for the accounts included and client agency goals and preferences. As part of the services provided to ECOE, the Team will assist with the creation and issuance of the RFPs. The final RFP will be reviewed to ensure that it meets both ECOE as well as supplier requirements. This is a critical step in the process since a poorly written RFP will result in supplier uncertainty and unnecessary risk premiums. The Team has a track record of providing recommendations for RFP language changes that both result in the lowest bid price available in the market and are acceptable to suppliers as well. - - REVIEW FINAL RFP AND CREATE PRICING SCENARIOS - The Team always performs a final review of the RFP prior to solicitation to ensure the language is as tight and clear as possible. Once the RFP is set, the Team will develop pricing scenarios, the price to beat, for each auction event. The price to beat is developed from utility quality data and from the bottom up, account by account, conducting tariff analysis on each. All price to beat analysis will be presented to ECOE for review and comment. This process is critical since it provides decision makers with robust analysis so that awards can be made quickly. This minimizes the amount of time a supplier must hold a price and therefore the risk premium, resulting in more competitive bids and additional cost avoidance savings. - - CREATE CUSTOMIZED WEBSITE AND POST USAGE DATA, RULES, ETC. - The Team will host a central, customized website that is accessible by both suppliers and ECOE, where all parties can view documents and information pertaining to the procurement inclusive of RFP numbers and times. In addition to posting the conference minutes on the auction platform, all historical usage data/demand data is posted in downloadable excel files; as are auction rules, contract terms and conditions, and other important data, including updates made to account usage data. Account data is typically posted a minimum of a week prior to the auction to allow suppliers sufficient time for internal analysis. - - HOST BIDDERS' CONFERENCES - The Team will host a number of bidders' teleconferences with potential suppliers to review the RFP and account data, collect comments, and answer suppliers' questions. The Team makes sure that suppliers understand the auction process and the RFP Ts&Cs, and that all questions are answered. The Team will assist ECOE in the notification to suppliers of the specific auction schedule inclusive of RFP numbers and times. The results of these conferences are posted on the customer specific auction web-site for all potential suppliers to access. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 36 WORLD ENERGY SOLUTIONS 5.1.2 AUCTION TASKS (FLOW CHART) FIGURE 20: AUCTION TASKS The following tasks are performed by the Team during the day of the auction. - - ADMINISTER THE AUCTION - The Team typically conducts multiple auctions to address customer requirements and/or risk level. The Team hosts the auction on WE's web-based platform, and monitors each auction during the course of the day. The Team maintains an "audit trail" of supplier communications, bid prices, bid times, and auction results, which will be provided as part of the Team's due diligence contract file, delivered to ECOE. - - PROVIDE ANALYSIS REGARDING THE PRICES SUBMITTED - As auctions close and final bids are known, the Team immediately begins analysis of the prices. The following table shows typical post auction analysis comparing the best bids received against the benchmark rate or the price to beat. This rate is what customers would continue paying if they did not accept any of the three bids (each bid represents a different term). Though the example is a summary, a detailed report by utility and rate class is also provided as backup to the Team's recommendations. This report is also delivered to ECOE as part of the Team's deliverables. This type of analysis is conducted to provide ECOE a means to compare the bids over different terms. As the following figure shows, significant cost avoidance savings were attainable.
TERM CONSUMPTION BEST BID BENCHMARK* UNIT SAVINGS (MONTHS) (KWH) ($/KWH) ($/KWH) SAVINGS ($/KWH) ($) - -------- ----------- -------- ---------- --------------- ---------- ~~12 70,328,301 0.0596 0.0611 0.0015 $ 104,161 24 140,656,602 0.0559 0.0622 0.0063 $ 890,412 36 210,984,903 0.0538 0.0635 0.0097 $2,038,768~~
* Different benchmarks reflects risk, inflation, and fuel adjustments. FIGURE 21: SAMPLE POST AUCTION ANALYSIS Where applicable, cost avoidance savings are estimated using the LDC default price as a benchmark, as this represents what a customer would pay otherwise. - - CUSTOMER AND SUPPLIER COMMUNICATIONS - Typically an auction represents a collection of accounts, though it can be for one account if the size, tariff rate, or individual requirements dictate. Once an auction is over, the Team can assist in contacting participating agencies. If possible, the Team recommends establishing a Memorandum of Understanding (MOU) between ECOE and each account/agency POC allowing ECOE to make the final decision. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 37 WORLD ENERGY SOLUTIONS An MOU can simplify the decision making process, although this option is not always possible. MOUs can be beneficial, for instance, if one account POC as part of an aggregation refuses to accept the auction price, but the other account POCs do; the Team will liaison with suppliers regarding the change in the load for that specific RFP to determine if the supplier will hold the price. If necessary the Team will reissue an amended RFP for an additional auction the same or next day. - - CREATE AWARD NOTIFICATIONS WITH WINNING BID AND ACCOUNT DETAILS - The Team will provide ECOE with information on the winning bid prices and the corresponding accounts in a format that can be used by ECOE to inform suppliers of an award. The Team will not bind and will not act or represent itself to perform in the capacity of the ECOE or the Contracting Officer at any time during the procurement process unless specifically authorized to do so by the ECOE. However, the Team will assist ECOE with administrative support in making a determination of which bid is the "best bid" based on ECOE's requirements. If pricing received is not reflective of a competitive market price or if the ECOE determines that more advantageous pricing can be achieved at a later date, the Team will perform up to two additional procurements for the same data set. 5.1.3 POST-AUCTION TASKS (FLOW CHART) FIGURE 22: POST AUCTION TASKS The final tasks are performed after the auction has been conducted. Some activities continue over the life of the energy contract awarded to the winning supplier. - - PROVIDE A PAPER TRAIL OF ALL PRICES SUBMITTED - The Team will provide a summary of the auction, a copy of the statement of work, the supply solicitation, teleconference notes, the auction schedule, benchmark analysis, market reports, summary and complete listing of all supplier communications, award letters, bid prices, and clearly identified submission times and lowest bid prices for each bid. This will be provided to ECOE for their files, regardless of whether or not any auction bid prices have been accepted. Additionally, ECOE will have continued access to the procurement platform over the course of the contract at no cost, and will be able to review all bidding information at its convenience. - - PROVIDE ANALYSIS OF TOTAL PROCUREMENT - The Team will provide an analysis of the total procurement in terms of accounts; load placed, bid prices, and estimated cost avoidance savings to ECOE. The process used, analyses reports, and auction results for the procurement will be provided as part of the Team's due diligence contract file that is WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 38 WORLD ENERGY SOLUTIONS delivered to ECOE. In addition to the above referenced deliverables, market structure briefings, benchmark price analysis, market sensitivity analysis, and contract options and price analysis reports will also be provided to ECOE. - - ASSIST THE CUSTOMER TO ENSURE SERVICE IS TRANSFERRED CORRECTLY - If new suppliers are selected, the Team will assist ECOE with the transfer of accounts to ensure that all accounts have been transitioned smoothly, without interruption or incident. If a problem arises, the Team will provide oversight to ensure that it is resolved successfully. The Team also has a process that can be utilized to allow accounts to join after a procurement. - - CONTRACT MANAGEMENT TOOLS - The Team will provide access to summary billing and contract management tools through an Internet platform that will be formatted to meet ECOE's specific needs. This password-protected on-line database will be accessible by both the ECOE and its clients and through a secure Internet connection. Copies of each supply contract issued by ECOE and specific terms will be loaded into the system to ensure smooth contract management post-auction. - - ACCOUNT USAGE DATABASE - Copies of supply bills, historical account data, and updated monthly usage data associated with each awarded supply contract will also be loaded into the system on a monthly basis. This service will not only allow access and review of relevant documents and data online, but will also help to facilitate future procurements as everything will be centrally housed in a readily accessible database. - - ENERGY MARKET NEWSLETTERS AND REPORTS - Quarterly market updates will be provided to ECOE which will help identify opportunities for additional cost avoidance savings. As WE is the largest online retail broker in the U.S., market reports are available at the utility level for over 100 natural gas and electric utilities. Information available by utility include deregulation status reports, information on switch rule days, incentives offered by each utility, information on retail pricing products available, billing options offered by active suppliers, a market outlook based on retail switching information available, and wholesale charting reports. The information provided in these quarterly reports, monthly newsletters, and through the market reports accessible directly through the platform at any time can help ECOE to gain knowledge and put together a focused marketing strategy to expand its client base. - - AD HOC REPORTS - The Team can provide reports and analysis on forward pricing curves combining data from auction results, supply publications and other industry information for both gas and electricity. These reports can be used by ECOE to estimate auction retail price expectations at any time and aid in the go to market decision making process. Additionally, ECOE can access aggregated and sanitized pricing data from WE's retail exchange upon request. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION 39 WORLD ENERGY SOLUTIONS APPENDIX A: RESUMES Resumes for all personnel proposed for this engagement are provided in this Appendix. RICHARD DOMALESKI Title: Founder, President, and CEO Role: Program Manager
CONTACT INFORMATION UNIQUE SKILL SETS - ------------------- ----------------- World Energy Solutions - Electricity & Nat. Gas Procurement Expertise 446 Main Street - Energy Hedging & Derivatives Worcester, MA 01608 - Program Management Phone: 508 ###-###-#### - Market Analysis and Research Fax: 508 ###-###-#### - Pricing Product Development Mobile: 508 ###-###-#### - Solicitation & Contracting expertise Email: ***@***
BACKGROUND Mr. Richard Domaleski is the Founder, President, and CEO of World Energy Solutions, Inc., and his ten years of experience in energy procurements puts him as one of the pioneers of on-line procurement for energy commodity. He was one of the first electricity brokers to secure a FERC tariff and one of the first to marry the power of the internet with the potential offered by deregulation. Mr. Domaleski takes a hands-on interest in his government customers, earning the trust and respect of high visibility agencies at the Federal and State level. In addition to overseeing the procurement process, he also plays a key role on behalf of his government customers in meeting with agencies, universities and hospitals, to encourage participation in aggregations. He has participated in a number of complex energy procurements for MA, DC, DHS, MDGS, and GSA and continues to provide program management and procurement support to all of these agencies. He has participated in competitive electricity and natural gas procurements that resulted in over $677M in government supply contract awards and worked directly with contracting officers, agency heads, and regional energy coordinators at the federal, state, and local levels. SELECTED EXPERIENCE CEO, WORLD ENERGY SOLUTIONS - WORLD ENERGY TEAM LEADER FOR GENERAL SERVICES ADMINISTRATION ENERGY PROCUREMENTS - - Serves as the WE Team Lead for GSA procurements which support services which are provided on a 100% performance basis. Since 2001, GSA has awarded over $526M in energy supply contracts serving over 20 Federal agencies in 27 states and more than 60 utilities across the U.S. - - Created an innovative new approach to awarding energy supply contracts, resulting in a significant increase in the number of suppliers bidding on GSA supply Solicitations with over 50 active bidders and awards made to 32 energy suppliers. Additionally, over 230M kWh of renewable power has been awarded through these procurements at a lower cost premium (compared to generic power bids) than was achievable prior to WE's involvement. - - Worked closely with a number of Federal Contracting Officers and GSA Regional Energy Coordinators in designing procurements to ensure maximum supplier and customer participation, in advising customers about market conditions, and in providing energy expertise in supporting the customer's decision-making. CEO, WORLD ENERGY SOLUTIONS - WORLD ENERGY TEAM LEADER FOR MARYLAND DEPARTMENT OF GENERAL SERVICES ENERGY PROCUREMENTS - - Assisted DGS in directly marketing state universities, developing pricing products that allowed large client facilities to maximize Co-generational capabilities and active-load management strategies, and aggregating over 650 accounts in over six rate classes and two utilities. This procurement, conducted in March 2004, resulted in $98M in supply contract awards, the state contracting for 100 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-1 WORLD ENERGY SOLUTIONS MWH of renewable power at a lower price than generic power, and an estimated $11.6M in cost avoidance savings for the taxpayers of Maryland. - - Conducted additional procurement in November 2004 which resulted in over $11M in supply contract awards. CEO, WORLD ENERGY SOLUTIONS - WORLD ENERGY TEAM LEADER FOR DISTRICT OF COLUMBIA ENERGY PROCUREMENTS - - Led the first E-procurement of electricity to serve various District of Columbia Government facilities. This procurement, which was conducted in December 2004, resulted in a $41M supply contract award including 5% or 33M kWh of renewable power. 100% of the accounts included in this procurement were placed with a competitive supplier (over 600 accounts). The contract is expected to result in cost avoidance savings of over $5.5M over 24 months and was unanimously approved by the DC City Council. Before working with World Energy, the DC Government had gone to market three times in 2004 and had not been able to award a contract based on low supplier participation and long timelines between price submittal and DC Council approval. Using World Energy's expertise, eight suppliers submitted technical requirements, five suppliers bid, and the DC City Council approved the contract in less than 24 hours from price submittal. CONFERENCES, PRESENTATIONS, AND PROFESSIONAL AWARDS CONFERENCES AND PRESENTATIONS Mr. Domaleski is a well-respected and highly sought-after Featured Speaker, and has spoken at many industry conferences including Energy 2004, WEEC 2004, AEE Regional Conference, FUPWG 2003, GSA Region2 Energy Conference at the United Nations, and Energy 2003. He and WE have appeared in the Wall Street Journal, New York Times, Inc Magazine, Purchasing Magazine, Restructuring Today and other publications. PROFESSIONAL AWARDS AND HONORS WE has supported its clients in winning seven awards for excellence, innovation and green-friendly procurements - including the DOE Presidential Award and the National Association of State Chief Administrators' Outstanding Program Award. WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-2 WORLD ENERGY SOLUTIONS CHRIS MCCALL Title: Senior Program Manager Role: Energy Team Task Lead
CONTACT INFORMATION UNIQUE SKILL SETS - ------------------- ----------------- 1710 SAIC Drive - Performance Based Program Management MS 3-7-2 - Financial and Business Case Analysis McLean, VA 22102 - Cost - Benefit Analysis Phone: 703 ###-###-#### - Resource Allocation Fax: 703 ###-###-#### - Knowledge Management Mobile: 703 ###-###-#### - Energy Sourcing Email: ***@*** - Benchmarking / Baselining
BACKGROUND Mr. McCall has over seven years of experience with SAIC involving such work as: E-business development, contract review, E-procurement, program management, business development, cost and schedule risk assessments, financial reporting, budget analysis, financial forecasting, proposal preparation, and resource planning. Mr. McCall has been the program manager and primary government client interface for over $677M in electricity and natural gas supply contract awards made by government agencies through a competitive bidding process facilitated by SAIC. Mr. McCall has worked extensively with the General Services Administration, Maryland Department of General Services, and District of Columbia Office of Contracting and Procurement. For each of these clients, he has assessed existing practices for buying energy commodity and assisted each agency in implementing more effective processes through the use of technology and market expertise. For each of these agencies, these services have resulted in increased: client agency participation, supplier participation, estimated cost avoidance savings, and number of resulting supply contract awards. SELECTED EXPERIENCE PROJECT MANAGER, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - COMPETITIVE ENERGY PROCUREMENT - - Directly managed over $677M in performance-based, competitive electricity and natural gas contract awards for various federal, state, and local government clients through a reverse auction process. Supply contracts awarded as a result of these procurements serve over 3,000 accounts in 27 states. Mr. McCall is the program manager for the MA Operational Services Division procurement. - - Responsible for assisting clients in developing performance schedules and deliverables for no-upfront cost contracts, program management, customer meetings, management of SAIC's subcontractor World Energy, Inc., price benchmarking, and energy sourcing. TECHNICAL LEAD, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - NATURAL GAS ACQUISITION PROGRAM SUPPORT - - Provided oversight and technical expertise including: recommending changes to contracting vehicles; terminology, processes, and reporting procedures; assisting with the implementation of solutions; assessing operations and processes; and providing recommendations regarding on-line integrated bill analysis and customer/supplier information system(s). - - Served as day-to-day task manager and primary interface between GSA's District of Columbia office, GSA's Vancouver, WA office, and two subcontractors involved in this project. RISK ANALYST, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - ARMY CHEMICAL STOCKPILE DISPOSAL PROJECT - - Responsible for: facilitating interviews, documenting and compiling data, assessing overall risk to the program from a schedule and cost standpoint, comparing differences in methodology and results, and reporting directly to SAIC and Army program managers. EDUCATION, CERTIFICATIONS AND AFFILIATIONS WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-3 WORLD ENERGY SOLUTIONS EDUCATION ~~1997 University of West Florida B.S.B.A. Financial Services Specialization~~

WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-4 WORLD ENERGY SOLUTIONS MINELLA GJOKA Title: Market Director Role: Member of the Energy Team
CONTACT INFORMATION UNIQUE SKILL SETS - ------------------- ----------------- 446 Main Street - Electricity & Nat. Gas Procurement Expertise Worcester, MA 01608 - Government Procure Procurement Management Phone: 508 ###-###-#### - Program Management Fax: 508 ###-###-#### - Market Analysis and Research Mobile: 617 ###-###-#### - Procurement Products Developments Email: ***@*** - Solicitation & Contracting expertise.
BACKGROUND Mr. Minella Gjoka is Market Director and government procurement manager with World Energy Solutions, and is based in Worcester, Massachusetts. Mr. Gjoka has managed several government procurements, and has deep expertise in writing solicitations, marketing aggregations to ensure greater participation and managing the entire auction process. Managing the GSA National Natural Gas Procurement, he helped extend the program to 27 states and more than 60 utilities nationwide with over 30 suppliers bidding actively. Also in the last year acting as a lead director on the State of Maryland (MDGS) and District of Columbia electric procurement, he helped to develop new pricing products, manage customer expectations resulting in close to $20M in cost avoidance savings for 3100 accounts. By combining his knowledge of the deregulated utility business with his experience working with emerging business models, Mr. Gjoka is able to bring the most efficient energy solutions to our customer partners. Also his work includes, managing WE's proprietary platform, develop pricing & energy procurement products, and creating management strategies for large procurements. SELECTED EXPERIENCE GOVERNMENT PROCUREMENT MANAGER, WORLD ENERGY SOLUTIONS - COMPETITIVE ENERGY PROCUREMENTS - - Directly managed strategic planning and development of competitive electricity and natural gas procurements for government clients that have resulted in over $667M in contract awards to date - - Responsible for managing customer agency requests, supplier correspondence, and special pricing products requests MARKET DIRECTOR - NATURAL GAS, WORLD ENERGY SOLUTIONS - NATURAL GAS ACQUISITION PROGRAM - - Provided process and automation support services to the Natural Gas Acquisition Program (NGAP) organization within the General Services Administration (GSA) - - Implemented significant improvements in NGAP's procurement services and natural gas contracts - - Positioned NGAP to serve a greater number of natural gas clients - - Created entire process to manage suppliers, provide market analysis and research, and create RFPs INFRASTRUCTURE TECHNOLOGY (IT) MANAGER - - Acquired procurement and other IT platforms, maintained IT systems, managed development teams - - Reviewed industry best practices and other literature to develop best energy procurement strategies - - Developed templates to assist the collection of data - - Performed cost benefit analysis EDUCATION, CERTIFICATIONS AND AFFILIATIONS EDUCATION ~~1995 Elbasan University Bachelor of Linguistics and Literature~~

WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-5 WORLD ENERGY SOLUTIONS JONATHAN HARVEY Title: Senior Economist Role: Member of the Energy Team
CONTACT INFORMATION UNIQUE SKILL SETS - ------------------- ----------------- 1710 SAIC Drive - Financial and Business Case Analysis MS 3-7-2 - Acquisition Assessment and Strategy McLean, VA 22102 - Program Management Phone: 703 ###-###-#### - Cost - Benefit Analysis Fax: 703 ###-###-#### - Baselining Mobile: 703 ###-###-#### - Energy Sourcing Email: ***@***
BACKGROUND Mr. Jonathan Harvey is Director and Senior Economist for the Center for Economic and Financial Analysis (CEFA) in Science Applications International Corporation (SAIC), and is based in McLean, Virginia. He has over 14 years of experience as an economist and financial analyst in the public and private sectors. He brings over 6 years of directly relevant experience in the energy sector managing electricity and natural gas procurements for Government clients, performing financial and cash flow analysis for the National Gas Acquisition Program to develop pricing strategies, targeting marketing opportunities and managing operating expenses and has conducted utility privatization studies on behalf of the Federal Government. His broad baselining and energy sourcing experience will provide the State with the required expertise to successfully prove current status and measure improvements. SELECTED EXPERIENCE CO-PROJECT MANAGER, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - COMPETITIVE ENERGY PROCUREMENTS - - Directly managing strategic planning and development of competitive electricity and natural gas procurements for government clients that have resulted in over $660M in contract awards to date - - Responsible for financial analysis, database development of utility usage, and client assessments post-procurement - - Member of the Energy Team supporting the Massachusetts Operational Services Division. Responsible for marketing the aggregation to non-executive agencies, colleges, and non-profits. Have conducted dozens of meeting with eligible participants and collected their requirements. PROJECT MANAGER, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - NATURAL GAS ACQUISITION PROGRAM SUPPORT - - Provided process and automation support services to the Natural Gas Acquisition Program (NGAP) organization within the General Services Administration (GSA) - - Implemented significant improvements in NGAP's procurement services and natural gas contracts and to position NGAP to serve a greater number of natural gas clients - - Provided both cash flow and financial analysis to support decision making at NGAP SENIOR ECONOMIST, ENTERPRISE IT PROCESS DEVELOPMENT SUPPORT CONTRACT - - Led the development of a business case analysis (BCA) guidebook and templates to evaluate enterprise application investments - - Reviewed industry best practices and other literature to develop a fresh approach to BCA - - Developed templates to assist the collection of data and cost benefit analysis EDUCATION, CERTIFICATIONS AND AFFILIATIONS EDUCATION ~~1988 Lehigh University Bachelor of Arts in International Relations 1993 American University Master of Arts in Economics~~

AFFLIATIONS American Economic Association WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-6 WORLD ENERGY SOLUTIONS ANDREW THOMAS Title: Director of Market Development Role: Member of the Energy Team
CONTACT INFORMATION UNIQUE SKILL SETS - ------------------- ----------------- 446 Main Street - Energy procurement expert Worcester, MA 01608 - Program Management Phone: 508 ###-###-#### - Baselining Fax: 508 ###-###-#### - Energy Sourcing Mobile: 617 ###-###-#### Email: ***@***
BACKGROUND Mr. Thomas has been the Director of Market Development with World Energy Solutions, Inc. (WE) since 2002. Mr. Thomas has over nine years of experience in the energy industry, on both demand-side and supply-side projects. He has extensive experience analyzing customer data, evaluating competitive trends and technical developments in the electricity and gas industries, assessing market positions and business development strategies of energy retailers, and evaluating energy service options for a broad range of organizations. Mr. Thomas has worked at the forefront of the industry's transition from a regulated environment and has facilitated business process development for utilities and suppliers in the province of Alberta, Canada. SELECTED EXPERIENCE DIRECTOR OF MARKET DEVELOPMENT, WORLD ENERGY, INC. (WE) - COMPETITIVE ENERGY PROCUREMENTS - - Directly managed electricity procurements in TX, MA, NY, NJ, IL, MI, TX, CA and Ontario - - Responsible for providing a full range of market analysis and procurement services to both commercial and government clients including: market analysis, solicitation development, benchmark developments, hosting bidder's conferences, and energy services provider due diligence analysis. - - Provided subject matter expertise on $370M in energy supply contract awards by GSA DIRECTOR OF MARKET DEVELOPMENT, WORLD ENERGY, INC. (WE) - ENERGY AGGREGATION EXPERT FOR THE MASSACHUSETTS HIGH TECHNOLOGY COUNCIL AND RETAIL ENERGY PROVIDER PROJECTS IN NEW HAMPSHIRE - - Designed and launched a customer relationship management system and stratified and modeled customer prospects for New Hampshire's first statewide program for retail electricity competition - - Served as a key team member in developing and managing the first successful large-scale commercial aggregation in Massachusetts which served over 200 large commercial and industrial customers and resulted in over $20M in cost avoidance savings. DIRECTOR OF MARKET DEVELOPMENT, WORLD ENERGY, INC. (WE) - PROCUREMENT MANAGER FOR FORD MOTOR COMPANY'S SUPPLIER PARK IN CHICAGO, IL - - Directly managed project throughout its life cycle, from conceptualization for facilities not yet built through contract execution covering the entire park. - - Responsible for determining load estimates for each facility and the aggregate level, evaluating proposals, and "post-sales" to the tenant community and their consultants. Work resulted in contracts covering over 85% of the parks' load requirements and estimated cost avoidance savings of $2M. EDUCATION, CERTIFICATIONS AND AFFILIATIONS EDUCATION ~~1993 Union College Bachelor of Science in Mechanical Engineering 2001 Cornell University Master of Business Administration, Concentration in eBusiness~~

AFFLIATIONS Consultant for PricewaterhouseCoopers Consulting Equity Research Associate for John Hancock Funds Production Manager and Senior Consultant for Xenergy Inc. (now KEMA) WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-7 WORLD ENERGY SOLUTIONS JANET LOOP Title: Market Director Role: Member of the Energy Team
CONTACT INFORMATION UNIQUE SKILL SETS - ------------------- ----------------- 446 Main Street - Energy Procurement Worcester, MA 01608 - Energy Hedging & Derivatives Phone: 508 ###-###-#### - Tariff Design & Analysis Fax: 508 ###-###-#### - Energy Efficiency Program Design Email: ***@*** - Project Management - Contract Management
BACKGROUND Ms. Janet Loop has over twenty years of energy industry experience in both the regulated and deregulated markets. Ms. Loop has extensive expertise in analyzing customer data; evaluating competitive trends and technical and financial developments in the electricity and natural gas industries; Ms. Loop has conducted procurements in MA, NY, NJ, PA, and Maine. SELECTED EXPERIENCE MARKET DIRECTOR, WORLD ENERGY SOLUTIONS, INC. - ELECTRICITY PROCUREMENTS - - Directly manages strategic planning and development of competitive electricity and natural gas procurements for commercial and industrial customers in New England and New York. - - Technical lead for MA Operational Services Division electricity procurement. - - Responsible for analyzing data; evaluating competitive trends and technical and financial developments; assessing market positions and business development strategies of energy retailers; and evaluating post procurement contracting FINANCE MANAGER, SMARTENERGY, INC. - - Performed all tracking activities of hedges and derivatives used to manage the financial risks associate with supply costs. - - Analyzed financial and business requirements of new target markets. - - Developed retail pricing plans and marketing strategies in the NY, NJ and PA markets - - Negotiated physical and financial contracts for energy supply. - - Implemented processes and procedures associated with procurement of energy. BUSINESS MANAGER, NSTAR (BOSTON EDISON COMPANY) - - Implemented a performance management process to track, monitor and communicate the success of Customer Care operations. - - Worked on special opportunities such as transformation of the electric delivery business, mergers and acquisitions and the creation of unregulated subsidiaries (i.e. Backcomb and Energy Vision) PRINCIPAL RESEARCH ANALYST, STAR (BOSTON EDISON COMPANY) - - Developed rate tariffs for commercial and industrial customers. - - Developed, implemented, monitored and evaluated energy efficiency programs. EDUCATION, CERTIFICATIONS AND AFFILIATIONS EDUCATION ~~1983 Boston College BS, Finance 1992 Babson College MBA, Management Information Systems~~

WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-8 WORLD ENERGY SOLUTIONS VITANA MELESIUTE Title: Market Director Role: Member of the Energy Team
CONTACT INFORMATION UNIQUE SKILL SETS - ------------------- ----------------- World Energy Solutions - Electric and gas procurement management 446 Main Street,14th Floor - New market assessment Worcester, MA 01608 - Price to Compare Analysis Phone: 508 ###-###-#### - Energy forward-curve estimation Fax: 508 ###-###-#### - Project Management Mobile: 508 ###-###-#### Email: ***@***
BACKGROUND Ms. Melesiute has been with World Energy Solutions, Inc. since 1999, and is the Director of Electricity Markets for PJM. She has extensive expertise analyzing customer data; evaluating competitive trends; estimating forward-curves, and assessing market positions. Ms. Melesiute has been involved with several government procurements, and has strong energy consumption analysis skills SELECTED EXPERIENCE MARKET DIRECTOR, WORLD ENERGY SOLUTIONS - - Responsible for customer accounts within the PJM Hub - - Manage procurement project timelines - - Manage electric and gas procurement from data aggregation to cost avoidance savings analysis, to contracting - - Schedule and run auctions - - Calculate the cost avoidance savings customers can expect to achieve at auction - - Coordinate contracting between winning supplier and customer - - Establish, maintain and enhance relationships with suppliers - - Support sales and marketing in development of marketing strategies and operational procedures - - Create new market assessments - - Research and build forward-curve pricing algorithms - - Developing wholesale/retail index for use in customer pricing expectations - - Develop new pricing products SUPPLY DESK ANALYST, WORLD ENERGY SOLUTIONS - - Collected and analyzed energy consumption data in order to establish a price to compare - - Determined customer specific cost avoidance savings in various markets - - Created tariff models for use in price to compare analyses - - Conducted research on deregulated markets to determine the competitive landscape in each market - - Created and implemented the forward looking market price tool used for projecting auction results DATA ANALYST, VZ TRADING COMPANY, LITHUANIA - - Maintained filing system and data entry - - Maintained accounting spreadsheets - - Prepared invoices for supplier EDUCATION, CERTIFICATIONS AND AFFILIATIONS EDUCATION ~~1994 - 1998 Faunas University of Technology, Lithuania Bachelor of Business Administration 1992 - 1994 Faunas Polytechnic Institute, Lithuania Chemical Technology~~

WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-9 WORLD ENERGY SOLUTIONS TERESA BRAY Title: Financial Analyst Role: Member of the Energy Team
CONTACT INFORMATION UNIQUE SKILL SETS - ------------------- ----------------- 1710 SAIC Drive - Financial and Business Case Analysis MS 3-7-2 - Cost - Benefit Analysis McLean, VA 22102 - Resource Allocation Phone: 540 ###-###-#### - Knowledge Management Fax: 703 ###-###-#### Mobile: 703 ###-###-#### Email: ***@***
BACKGROUND Mrs. Bray is a Financial Analyst in the Strategies Business Unit for Science Applications International Corporation (SAIC). Ms. Bray has over 7 years of financial analysis/project control experience. She was Summa Cum Laude with a BBA and a double major in Business Administration and Marketing. She has worked on numerous projects in both the financial and project control arena in the public sector. In both she reconciled numerous years of outstanding items saving SAIC thousands of dollars. She has worked on such contracts as the HESS Y2K, NIMA, and several different energy auctions. She brings over 2 years of directly relevant experience in the energy sector providing a wide variety of support at multiple levels. She has managed data reconciliation, analysis, and quality assurance. Her wide knowledge base will help ensure all data used is accurate and her expertise will lend itself to a successful procurement. SELECTED EXPERIENCE PROGRAM SUPPORT, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - COMPETITIVE ENERGY PROCUREMENT - - Provided various levels of support on numerous federal, state, and government agencies' energy auctions throughout the year. This is inclusive of the Natural Gas Acquisition Program (NGAP), Maryland Department of General Services (MDGS), and General Services Administration (GSA) - - Responsible for data reconciliation, research, business development, and quality assurance PROJECT SUPPORT, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - DISTRIBUTED LEARNING PROGRAM - - Provided business case analysis support - - Responsible for research into various mediums of distributed learning FINANCIAL ANALYST, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - NATIONAL IMAGERY MAPPING ASSOCIATION (NIMA) - - Provided financial support to aid in cost analysis and forecasting - - Responsible for auditing, reconciliation, and reviewing numerous accounts, prepared year -to-date estimates, and was involved in forecasting EDUCATION, CERTIFICATIONS AND AFFILIATIONS EDUCATION ~~1995 Radford University Bachelor of Business Administration~~

AFFLIATIONS American Management Association WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION A-10 (WORLD ENERGY LOGO) September 7, 2005 General Services Administration Energy Center of Expertise (WPE) 301 7th Street, SW Room 4004 Washington, DC 20407 Attention: Linda Collins, Contracting Officer Subject: World Energy Solutions Price Proposal Reference: Solicitation No. GS-00P-05-BSC-0364 "Energy Supply Acquisition Management Services" Dear Ms. Collins: World Energy Solutions (WE) is pleased to submit the price proposal in response to the reference request. In accordance with the RFP Instructions, a single indicative fee for both the gas and electric procurement scenarios included in the RFP is provided here. The indicative fees encompass all of WE's cost to provide the services described in Section A of the RFP including but not limited to: tariff and rate analysis at the account level, price to beat analysis at the RFP level and pulling utility quality data directly from utilities for all accounts included. ~~GAS $[**] per dth ELECTRICITY $[**] per kWh~~

The indicative fees presented here are very competitive and based on two key assumptions. First, they reflect the scenarios included in the RFP. Different auction scenarios (e.g., number of accounts, load, etc.) could result in different fees. Secondly, the indicative fees are based on increasing the volume of business between WE and the Energy Center of Expertise (ECOE). This contract will create a long term partnership between WE and the ECOE enabling us to actively market the program, which will naturally increase the volume of business. As described in the Evidence of Technical Qualifications volume, the WE Team includes the right mix of expertise, process, and technology to provide the General Services Administration's Energy Center of Expertise with a comprehensive energy procurement and contract management solution. The approach set forth is based on the lessons learned of procuring over $1 billion in energy commodity for various Fortune 500(TM) and government clients. The proposed team has more than four years of experience working together providing government agencies with a transparent and auditable process to procure energy. The Team has an unequaled record of results for our customers in terms of achieving budget certainty, risk mitigation, cost savings, and awards. (WORLD ENERGY LOGO) Over the course of thousands of auction events, the Team has found time and time again that the reverse auction squeezes more savings out of the process than other procurement methods. Even with the fee embedded in the price, customers typically save more with the auction than they would if they went with another procurement solution. Customers report savings in the 5-30% range using the Team's comprehensive procurement process. We look forward to working with the Energy Center of Expertise to achieve its energy objectives. Should you have any questions or require additional information, please contact Phil Adams at ###-###-####, by fax at ###-###-#### or by email at ***@***. Sincerely, /s/ Phil Adams - ------------------------------------- Phil Adams Chief Operation Officer WORLD ENERGY SOLUTIONS SECTION B: FEDERAL ACQUISITION REGULATIONS (FAR) CLAUSES B.1 CLAUSES INCORPORATED BY REFERENCE The FAR Can Be Accessed at the Following Internet Address: HTTP://WWW.ARNET.GOV/FAR/ (a) FAR 52.212-1 INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS (JAN 2005) [Reference FAR 12.301(b)(1)] (b) FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT 2003) [Reference FAR 12.301(b)(3)] B.2 CLAUSES IN FULL TEXT FAR 52.204-6 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (OCT 2003) [Reference FAR 4.603(a)] (a) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNS" or "DUNS+4" followed by the DUNS number or "DUNS+4" that identifies the offeror's name and address exactly as stated in the offer. The DUNS number is a nine-digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the offeror to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11) for the same parent concern. (b) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (1) An offeror may obtain a DUNS number- (i) If located within the United States, by calling Dun and Bradstreet at ###-###-#### or via the Internet at http://www.dnb.com; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Company legal business name. (ii) Tradestyle, doing business, or other name by which your entity is commonly recognized. (iii) Company physical street address, city, state and Zip Code. (iv) Company mailing address, city, state and Zip Code (if separate from physical). (v) Company telephone number. (vi) Date the company was started. (vii) Number of employees at your location. (viii) Chief executive officer/key manager. (ix) Line of business (industry). (x) Company Headquarters name and address (reporting relationship within your entity). (End of provision) FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION (OCT 2003) [Reference FAR 4.1104] (a) Definitions. As used in this clause: "Central Contractor Registration (CCR) database" means the primary Government repository for Contractor information required for the conduct of business with the Government. "Data Universal Numbering System (DUNS) number" means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities. "Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same parent concern. "Registered in the CCR database" means that: (1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database; and (2) The Government has validated all mandatory data fields and has marked the record "Active". (b) (1) The Contractor shall be registered in the CCR database by April 1, 2005. The Contractor shall maintain registration during performance and through final payment of this contract. (2) The Contractor shall enter, in the block with its name and address on the cover page of the SF 30, Amendment of solicitation/Modification of Contract, the annotation "DUNS" or "DUNS +4" followed by the DUNS or DUNS +4 number that identifies the Contractor's name and address exactly as stated in this contract. The DUNS number will be used by the Contracting Officer to verify that the Contractor is registered in the CCR database. (3) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNS" or "DUNS +4" followed by the DUNS or DUNS +4 number that identifies the offeror's name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database. (c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (1) An offeror may obtain a DUNS number- (i) If located within the United States, by calling Dun and Bradstreet at ###-###-#### or via the Internet at http://www.dnb.com; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Company legal business. (ii) Tradestyle, doing business, or other name by which your entity is commonly recognized. (iii) Company Physical Street Address, City, State, and Zip Code. (iv) Company Mailing Address, City, State and Zip Code (if separate from physical). (v) Company Telephone Number. (vi) Date the company was started. (vii) Number of employees at your location. (viii) Chief executive officer/key manager. (ix) Line of business (industry). (x) Company Headquarters name and address (reporting relationship within your entity). (d) If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror. (e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation. (f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (g) (1) (i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12 of the FAR; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract. (2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract. (h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling ###-###-####, or ###-###-####. (End of clause) FAR 52.212-2 EVALUATION-COMMERCIAL ITEMS (JAN 1999) [Reference FAR 12.301(c)] (a) The Government will award a contract(s) resulting from this solicitation to the responsible Offeror(s) whose offer(s) conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The Government will evaluate PRICE and TECHNICAL FACTORS: (b) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful Offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award. (End of provision) FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS - COMMERCIAL ITEMS (JAN 2005) [Reference FAR 12.301(b)(4)] (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clause, which is incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (1) 52.233-3, Protest after Award (Aug 1996) (31 U.S.C. 3553). (2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub.L. 108-77, 108-78) (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.] [X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jul 1995), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402). [ ] (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a). [X] (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 1999) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a). [ ] (4) (i) 52.219-5, Very Small Business Set-Aside (June 2003) (Pub. L. 103-403, section 304, Small Business Reauthorization and Amendments Act of 1994). [ ] (ii) Alternate I (Mar 1999) of 52.219-5. [ ] (iii) Alternate II (June 2003) of 52.219-5. [ ] (5)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644). [ ] (ii) Alternate I (Oct 1995) of 52.219-6. [ ] (iii) Alternate II (Mar 2004) of 52.219-6. [ ] (6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644). [ ] (ii) Alternate I (Oct 1995) of 52.219-7. [ ] (iii) Alternate II (Mar 2004) of 52.219-7. [X] (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)). [X] (8)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2002) (15 U.S.C. 637(d)(4). [ ] (ii) Alternate I (Oct 2001) of 52.219-9. [ ] (iii) Alternate II (Oct 2001) of 52.219-9. [ ] (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)). [ ] (10)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (June 2003) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer). [ ] (ii) Alternate I (June 2003) of 52.219-23. [ ] (11) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (Oct 1999) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323). [ ] (12) 52.219-26, Small Disadvantaged Business Participation Program-Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323). [ ] (13) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set- Aside (May 2004). [X] (14) 52.222-3, Convict Labor (June 2003) (E.O. 11755). [X] (15) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (June 2004) (E.O. 13126). [X] (16) 52.222-21, Prohibition of Segregated Facilities (Feb 1999). [X] (17) 52.222-26, Equal Opportunity (Apr 2002) (E.O. 11246). [X] (18) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001) (38 U.S.C. 4212). [X] (19) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793). [X] (20) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001) (38 U.S.C. 4212). [X] (21) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201) [ ] (22)(i) 52.223-9, Estimate of Percentage of Recovered Material Content. for EPA-Designated Products (Aug 2000) (42 U.S.C. 6962(c)(3)(A)(ii)). [ ] (ii) Alternate I (Aug 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). [ ] (23) 52.225-1, Buy American Act-Supplies (June 2003) (41 U.S.C. 10a-10d). [ ] (24)(i) 52.225-3, Buy American Act-Free Trade Agreements-Israeli Trade Act (Jan 2005) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L. 108-77, 108-78). [ ] (ii) Alternate I (Jan 2004) of 52.225-3. [ ] (iii) Alternate II (Jan 2004) of 52.225-3. [X] (25) 52.225-5, Trade Agreements (JAN 2005) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note). [X] (26) 52.225-13, Restrictions on Certain Foreign Purchases (Dec 2003) (E.o.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury). [ ] (27) 52.225-15, Sanctioned European Union Country End Products (Feb 2000) M.O. 12849). [ ] (28) 52.225-16, Sanctioned European Union Country Services (Feb 2000) (E.O. 12849). [ ] (29) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)). [ ] (30) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)). [ ] (31) 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration (Oct 2003) (31 U.S.C. 3332). [ ] (32) 52.232-34, Payment by Electronic Funds Transfer-Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332). [X] (33) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332). [ ] (34) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a). [ ] (35)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Apr 2003) (46 U.S.C. Appx 1241 and 10 U.S.C. 2631). [ ] (ii) Alternate I (Apr 2003) of 52.247-64. (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.] [ ] (1) 52.222-41, Service Contract Act of 1965, as Amended (May 1989) (41 U.S.C. 351, et seq.). [ ] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.). [ ] (3) 52.222-43, Fair Labor Standards Act and Service Contract Act-Price Adjustment (Multiple Year and Option Contracts) (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.). [ ] (4) 52.222-44, Fair Labor Standards Act and Service Contract Act-Price Adjustment (Feb 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.). [ ] (5) 52.222-47, SCA Minimum Wages and Fringe Benefits Applicable to Successor Contract Pursuant to Predecessor Contractor Collective Bargaining Agreements (CBA) (May 1989) (41 U.S.C. 351, et seq.). (d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records-Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract. (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (ii) 52.222-26, Equal Opportunity (Apr 2002) (E.O. 11246). (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001) (38 U.S.C. 4212). (iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793). (v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201) (vi) 52.222-41, Service Contract Act of 1965, as Amended (May 1989), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.). (vii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Apr 2003) (46 U.S.C. Appx 1241 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64. (2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (End of clause) Alternate I (Feb 2000). As prescribed in 12.301(b)(4), delete paragraph (d) from the basic clause, redesignate paragraph (e) as paragraph (d), and revise the reference to "paragraphs (a), (b), (c), or (d) of this clause" in the redesignated paragraph (d) to read "paragraphs (a), (b), and (c) of this clause". FAR 52.233-2 SERVICE OF PROTEST (8-96) [Reference FAR 33.106] (a) Protests as defined in Section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the General Accounting Office (GAO) shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from: Linda L. Collins Contracting Officer GSA Energy Center of Expertise (WPE) 301 7th Street, SW, Room 4004 Washington, DC 20407 (b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO. (End of Clause) 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATION -- COMMERCIAL ITEMS As prescribed in FAR 12.301(b)(2) OFFEROR REPRESENTATIONS AND CERTIFICATION - COMMERCIAL ITEMS (JAN 2005) An offeror shall complete only paragraph (j) of this provision if the offeror has completed the annual representations and certifications electronically at http://orca.bpn.gov. If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (b) through (i) of this provision. (a) Definitions. As used in this provision: "Emerging small business" means a small business concern whose size is no greater than 50 percent of the numerical size standard for the NAICS code designated. "Forced or indentured child labor" means all work or service - (1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or (2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties. "Service-disabled" veteran-owned small business concern" - (1) Means a small business concern - (i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16). "Small business concern" means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and size standards in this solicitation. "Veteran-owned small business concern" means a small business concern - (1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and 1 (2) The management and daily business operations of which are controlled by one or more veterans. "Women-owned business concern" means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women. "Women-owned small business concern" means a small business concern - (1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more women. (b) Taxpayer Identification Number (TIN) (26 U.S.C. 6109, 31 U.S.C. 7701). (Not applicable if the offeror is required to provide this information to a central Contractor registration database to be eligible for award.) (1) All offerors must submit the information required in paragraphs (b)(3) through (b)(5) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the Internal Revenue Service (IRS). (2) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the offeror's relationship with the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror's TIN. (3) Taxpayer Identification Number (TIN). [X] TIN: 04 ###-###-####. [ ] TIN has been applied for. [ ] TIN is not required because: [ ] Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; [ ] Offeror is an agency or instrumentality of a foreign government; [ ] Offeror is an agency or instrumentality of the Federal Government. (4) Type of organization. [ ] Sole proprietorship; 2 [ ] Partnership; [X] Corporate entity (not tax-exempt); [ ] Corporate entity (tax-exempt); [ ] Government entity (Federal, State, or local); [ ] Foreign government; [ ] International organization per 26 CFR 1.6049-4: [ ] Other __________________. (5) Common parent. [X] Offeror is not owned or controlled by a common parent; [ ] Name and TIN of common parent: Name . -------------------------------- TIN . --------------------------------- (c) Offeror must complete the following representations when the resulting contract is to be performed inside the United States, its territories or possessions, Puerto Rico, the Trust Territory of the Pacific Islands, or the District of Columbia. Check all that apply. (1) Small business concern. The offeror represents as part of its offer that it [X] is, [ ] is not a small business concern. (2) Veteran-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its offer that it [ ] is, [X] is not a veteran-owned small business concern. (3) Service-disabled veteran-owned small business concern. [Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (c)(2) of this provision.] The offeror represents as part of its offer that it [ ] is, [X] is not a service-disabled veteran-owned small business concern. (4) Small disadvantaged business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents, for general statistical purposes, that it [ ] is, [X] is not a small disadvantaged business concern as defined in 13 CFR 124.1002. (5) Women-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it [ ] is, [X] is not a women-owned small business concern. 3 NOTE: Complete paragraphs (c)(6) and (c)(7) only if this solicitation is expected to exceed the simplified acquisition threshold. (6) Women-owned business concern (other than small business concern). [Complete only if the offeror is a women-owned business concern and did not represent itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it [ ] is a women-owned business concern. (7) Tie bid priority for labor surplus area concerns. If this is an invitation for bid, small business offerors may identify the labor surplus areas in which costs to be incurred on account of manufacturing or production (by offeror or first-tier SubContractors) amount to more than 50 percent of the contract price: __________________. (8) Small Business Size for the Small Business Competitiveness Demonstration Program and for the Targeted Industry Categories under the Small Business Competitiveness Demonstration Program. (Complete only if the offeror has represented itself to be a small business concern under the size standards for this solicitation.) (i) [Complete only for solicitations indicated in an addendum as being set-aside for emerging small businesses in one of the four designated industry groups (DIGs).] The offeror represents as part of its offer that it [ ] is, [ ] is not an emerging small business (ii) [Complete only for solicitations indicated in an addendum as being for one of the targeted industry categories (TICs) or four designated industry groups (DiGs).] Offeror represents as follows: (A) Offeror's number of employees for the past 12 months (check the Employees column if size standard stated in the solicitation is expressed in terms of number of employees); or (B) Offeror's average annual gross revenue for the last 3 fiscal years (check the Average Annual Gross Number of Revenues column if size standard stated in the solicitation is expressed in terms of annual receipts). (Check one of the following):
Number of Employees Average Annual Gross Revenues - ------------------- ----------------------------- ~~[ ] 50 or fewer [ ] $1 million or less [ ] 51-100 [ ] $1,000,001-$2 million [ ] 101-250 [X] $2,000,001-$3.5 million [ ] 251-500 [ ] $3,500,001-$5 million [ ] 501-750 [ ] $5,000,001-$10 million~~
4 ~~[ ] 751-1,000 [ ] $10,000,001-$17 million [ ] Over 1,000 [ ] Over $17 million~~

(9) [Complete only if the solicitation contains the clause at FAR 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns, or FAR 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting, and the offeror desires a benefit based on its disadvantaged status.] (i) General. The offeror represents that either - (A) It [ ] is, [X] is not certified by the Small Business Administration as a small disadvantaged business concern and identified, on the date of this representation, as a certified small disadvantaged business concern in the database maintained by the Small Business Administration (PRO-Net), and that no material change in disadvantaged ownership and control has occurred since its certification, and, where the concern is owned by one or more individuals claiming disadvantaged status, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); or (B) It [ ] has, [X] has not submitted a completed application to the Small Business Administration or a Private Certifier to be certified as a small disadvantaged business concern in accordance with 13 CFR 124, Subpart B, and a decision on that application is pending, and that no material change in disadvantaged ownership and control has occurred since its application was submitted. (ii) [ ] Joint Ventures under the Price Evaluation Adjustment for Small Disadvantaged Business Concerns. The offeror represents, as part of its offer, that it is a joint venture that complies with the requirements in 13 CFR 124.1002(f) and that the representation in paragraph (c)(9)(i) of this provision is accurate for the small disadvantaged business concern that is participating in the joint venture. [The offeror shall enter the name of the small disadvantaged business concern that is participating in the joint venture: ______________________.] (d) Representations required to implement provisions of Executive Order 11246 -- (1) Previous contracts and compliance. The offeror represents that - (i) It [X] has, [ ] has not participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation; and (ii) It [X] has, [ ] has not filed all required compliance reports. (2) Affirmative Action Compliance. The offeror represents that - (i) It [X] has developed and has on file, [ ] has not developed and does not have on file, at each establishment, affirmative action programs required by rules and regulations of the Secretary of Labor (41 CFR parts 60-1 and 60-2), or 5 (ii) It [ ] has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor. (e) Certification Regarding Payments to Influence Federal Transactions (31 U.S.C. 1352). (Applies only if the contract is expected to exceed $100,000.) By submission of its offer, the offeror certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress on his or her behalf in connection with the award of any resultant contract. (f) Buy American Act-Balance of Payments, Program Certificate. (Applies only if the clause at Federal Acquisition Regulation (FAR) 52.225-1, Buy American Act-Balance of Payments Program-Supplies, is included in this solicitation.) (1) The offeror certifies that each end product, except those listed in paragraph (f)(2) of this provision, is a domestic end product as defined in the clause of this solicitation entitled "Buy American Act-Balance of Payments Program-Supplies" and that the offeror has considered components of unknown origin to have been mined, produced, or manufactured outside the United States. The offeror shall list as foreign end products those end products manufactured in the United States that do not qualify as domestic end products. (2) Foreign End Products:
Line Item No. Country of Origin - ------------- ----------------- ~~_____________ _________________ _____________ _________________ _____________ _________________~~
[List as necessary] (3) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. (g) (1) Buy American Act-North American Free Trade Agreement-Israeli Trade Act-Balance of Payments Program Certificate: (Applies only if the clause at FAR 52.225-3, Buy American Act-North American Free Trade Agreement-Israeli Trade Act-Balance of Payments Program, is included in this solicitation.) (i) The offeror certifies that each end product, except those listed in paragraph (g)(1)(ii) or (g)(1)(iii) of this provision, is a domestic end product as defined in the clause of this solicitation entitled "Buy American Act-North American Free Trade Agreement-Israeli Trade Act-Balance of Payments Program" and that the offeror has considered components of unknown origin to have been mined, produced, or manufactured outside the United States. 6 (ii) The offeror certifies that the following supplies are end products of Australia, Canada, Chile, Mexico, or Singapore. or Israeli end products as defined in the clause of this solicitation entitled "Buy American Act-Free Trade Agreements-Israeli Trade Act": End Products of Australia, Canada, Chile, Mexico, or Singapore or Israeli End Products:
Line Item No. Country of Origin - ------------- ----------------- ~~_____________ _________________ _____________ _________________ _____________ _________________~~
[List as necessary] (iii) The offeror shall list those supplies that are foreign end products (other than those listed in paragraph (g)(1)(ii) of this provision) as defined in the clause of this solicitation entitled "Buy American Act-North America Free Trade Agreement-Israel Trade Act-Balance of Payments Program." The offeror shall list as other foreign end products those end products manufactured in the United States that do not qualify as domestic end products. Other Foreign End products:
Line Item No. Country of Origin - ------------- ----------------- ~~_____________ _________________ _____________ _________________ _____________ _________________~~
[List as necessary] (iv) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. (2) Buy American Act-North American Free Trade Agreements-Israeli Trade Act-Balance of Payments Program Certificate, Alternate I (Feb 2000). If Alternate I to the clause at FAR 52.225-3 is included in this solicitation, substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision: (g)(1)(ii) The offeror certifies that the following supplies are Canadian end products as defined in the clause of this solicitation entitled "Buy American Act-North American Free Trade Agreement-Israeli Trade Act-Balance of Payments Program": Canadian End Products: 7 Line Item No. - ------------- __________________________________ __________________________________ __________________________________ [List as necessary] (3) Buy American Act-North American Free Trade Agreements-Israeli Trade Act-Balance of Payments Program Certificate, Alternate II (Feb 2000). If Alternate II to the clause at FAR 52.225-3 is included in this solicitation, substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision: (g) (1)(ii) The offeror certifies that the following supplies are Canadian end products or Israeli end products as defined in the clause of this solicitation entitled "Buy American Act-North American Free Trade Agreement-Israeli Trade Act-Balance of Payments Program": Canadian or Israeli End Products:
Line Item No. Country of Origin - ------------- ----------------- ~~_____________ _________________ _____________ _________________ _____________ _________________~~
[List as necessary] (4) Trade Agreements Certificate. (Applies only if the clause at FAR 52.225-5, Trade Agreements, is included in this solicitation.) (i) The offeror certifies that each end product, except those listed in paragraph (g)(4)(ii) of this provision, is a U.S: made or designated country end product. as defined in the clause of this solicitation entitled "Trade Agreements." (ii) The offeror shall list as other end products those end products that are not U.S.-made or designated country end products. Other End Products:
Line Item No. Country of Origin - ------------- ----------------- ~~_____________ _________________ _____________ _________________ _____________ _________________~~
8 [List as necessary] (iii) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. For line items covered by the WTO GPA, the Government will evaluate offers of U.S.-made or designated country end products without regard to the restrictions of the Buy American Act. The Government will consider for award only offers of U.S.-made or designated country end products unless the Contracting Officer determines that there are no offers for such products or that the offers for such products are insufficient to fulfill the requirements of the solicitation. (h) Certification Regarding Debarment, Suspension or Ineligibility for Award (Executive Order 12549). (Applies only if the contract value is expected to exceed the simplified acquisition threshold.) The offeror certifies, to the best of its knowledge and belief, that the offeror and/or any of its principals - (1) [ ] Are, [X] are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; and (2) [ ] Have, [X] have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a Federal, stale or local government contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and (3) [ ] Are, [X] are not presently indicted for, or otherwise criminally or civilly charged by a Government entity with, commission of any of these offenses. (i) Certification Regarding Knowledge of Child Labor for Listed End Products (Executive Order 13126). [The Contracting Officer must list in paragraph (i)(1) any end products being acquired under this solicitation that are included in the List of Products Requiring Contractor Certification as to Forced or Indentured Child Labor, unless excluded at 22.1503(b).] (1) Listed end products.
Listed End Product Listed Countries of Origin - ------------------ -------------------------- ~~__________________ _____________________ __________________ _____________________ __________________ _____________________~~
(2) Certification. [If the Contracting Officer has identified end products and countries of origin in paragraph (i)(1) of this provision, then the offeror must certify to either (i)(2)(i) or (i)(2)(ii) by checking the appropriate block.] 9 [X] (i) The offeror will not supply any end product listed in paragraph (i)(1) of this provision that was mined, produced, or manufactured in the corresponding country as listed for that product. [ ] (ii) The offeror may supply an end product listed in paragraph (i)(1) of this provision that was mined, produced, or manufactured in the corresponding country as listed for that product. The offeror certifies that it has made a good faith effort to determine whether forced or indentured child labor was used to mine, produce, or manufacture any such end product furnished under this contract. On the basis of those efforts, the offeror certifies that it is not aware of any such use of child labor. ALTERNATE I (Feb 2002). As prescribed in 12.301(b)(2), add the following paragraph (c)(10) to the basic provision: (10) (Complete if the offeror has represented itself as disadvantaged in paragraph (c)(4) or (c)(9) of this provision.) [The offeror shall check the category in which its ownership falls]: [ ] Black American. [ ] Hispanic American. [ ] Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians). [ ] Asian-Pacific American (persons with origins from Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust Territory of the Pacific Islands (Republic of Palau), Republic of the Marshall Islands, Federated States of Micronesia, the ECOE of the Northem Mariana Islands, Guam, Samoa, Macao. Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru). [ ] Subcontinent Asian (Asian-Indian) American (persons with origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal). [ ] Individual/concern, other than one of the preceding. ALTERNATE II (Oct 2000). As prescribed in 12.301(b)(2), add the following paragraph (c)(9)(iii) to the basic provision: (iii) Address. The offeror represents that its address [ ] is, [ ] is not in a region for which a small disadvantaged business procurement mechanism is authorized and its address has not changed since its certification as a small disadvantaged business concern or submission of its application for certification. The list of authorized small disadvantaged business procurement mechanisms and regions is posted at http://www.arnet.gov/References/sdbadjustments.htm. The offeror shall use the list in effect on the date of this solicitation. "Address," as used in this provision, means the address of the offeror as listed on the Small Business Administration's register of small disadvantaged business concerns or the address on the completed application that the concern has submitted to the Small Business Administration or a Private Certifier in 10 accordance with 13 CFR part 124, subpart B. For joint ventures, "address" refers to the address of the small disadvantaged business concern that is participating in the joint venture. ALTERNATE III (OCT 2000). As prescribed in 12.301(b)(2), add the following paragraph (c)(11) to the basic provision: (11) HUBZone small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its offer that (i) It [ ] is, [X] is not a HUBZone small business concern listed, on the date of this representation, on the list of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material change in ownership and control, principal place of ownership, or HUBZone employee percentage has occurred since it was certified by the Small Business Administration in accordance with 13 CFR part 126; and (ii) It [ ] is, [X] is not a joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (c)(11)(i) of this provision is accurate for the HUBZone small business concern or concerns that are participating in the joint venture. [The offeror shall enter the name or names of the HUBZone small business concern or concerns that are participating in the joint venture:__________________.] Each HUBZone small business concern participating in the joint venture shall submit a separate signed copy of the HUBZone representation. 11 The GSA does not view the following appendices as germane to the contract and does not deem them to be included as part of the contract.
APPENDIX DESCRIPTION - -------------------------------------------------------------------------------- Appendix B Press releases regarding the procurement and recent awards regarding the State of Maryland - -------------------------------------------------------------------------------- Appendix C List of auctions that meet requirements for bid - -------------------------------------------------------------------------------- Appendix D List of awards for electricity and natural gas procurements - -------------------------------------------------------------------------------- Appendix E List of suppliers registered on the platform - -------------------------------------------------------------------------------- Appendix F Detailed information regarding the number of utilities and states client accounts have been served in based on energy supply contract awards through the Company's real-time, online reverse auction platform - -------------------------------------------------------------------------------- Appendix G An example of the Company's price to beat analysis calculated at the individual account level - --------------------------------------------------------------------------------