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					                 University Medical Center Of Southern Nevada

                                     CONFIRMATION FORM
                                                       for

                                     RECEIPT OF RFP NO. 2009-23

            PERFORMANCE CONTRACT for ENERGY SAVINGS
If you are interested in this invitation, immediately upon receipt please fax or email this confirmation form to
the contact provided at the bottom of this page.

Failure to do so means you are not interested in the project and do not want any associated addenda mailed
to you.



VENDOR ACKNOWLEDGES RECEIVING THE FOLLOWING RFP DOCUMENT:

PROJECT NO.           RFP NO. 2009-23

DESCRIPTION: PERFORMANCE CONTRACT for ENERGY SAVINGS

         VENDOR MUST COMPLETE THE FOLLOWING INFORMATION:
Company Name:

Company Address:

City / State / Zip:
Contact Person Name / Title:
Area Code/Phone Number:                                  Area Code/Fax Number:

Email Address:


                        FAX THIS CONFIRMATION FORM TO: (702) 383-2609
                              Or EMAIL TO: jim.haining@umcsn.com
                                    TYPE or PRINT CLEARLY
 UNIVERSITY MEDICAL CENTER
    OF SOUTHERN NEVADA


  REQUEST FOR PROPOSAL


      RFP NO. 2009-23

   UMC MEDICAL CAMPUS
PERFORMANCE CONTRACT for
     ENERGY SAVINGS
              UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA

                               REQUEST FOR PROPOSAL
                                   RFP NO. 2009-23

                      UMC MEDICAL CAMPUS
             PERFORMANCE CONTRACT for ENERGY SAVINGS

UMC is looking to identify qualified Energy Service Companies that can provide energy
saving for UMC campus.
The RFP package is available as follows:

            Pick up - University Medical Center, 800 Rose Street, Suite 408, Las Vegas,
             Nevada 89106.

            By Electronic Mail or Mail – Please email a request to Contracts Management at
             jim.haining@umcsn.com specifying project number and description. Be sure
             to include company address, phone and fax numbers, email address or call
             (702) 383-3606.

            Internet – Visit the www.accessclarkcounty.com/purchasing, click on “Current
             Contracting Opportunities”, scroll to bottom for UMC‟s Opportunities and
             locate appropriate document in the list of current solicitations.

A “mandatory” Pre-Proposal Conference will be held on December 2, 2009 at 10:00 a.m., at
                         th
800 Rose St, Las Vegas, 5 Floor Conference Room I & J.

Proposals will be accepted at the University Medical Center address specified above on, or
before, January 8, 2010, at 3:00 p.m. Proposals are time-stamped upon receipt. Proposals
time-stamped at 3:01 p.m. or after will be returned unopened to PROPOSER.


                 PUBLISHED:
                 Las Vegas Review Journal
                 November 10, 2009
                                                                                      General Conditions
                                                                                         RFP No. 2009-23
                                         UMC MEDICAL CAMPUS – PERFORMANCE CONTRACT for ENERGY SAVINGS


                                            GENERAL CONDITIONS

                                                 RFP NO. 2009-23

                                UMC MEDICAL CAMPUS
                       PERFORMANCE CONTRACT for ENERGY SAVINGS

1.   SPECIFIED TERMS

     The term "OWNER” or “UMC”, as used throughout this document, will mean University Medical Center of Southern
     Nevada.

     The term "BCC" as used throughout this document will mean the Board of Hospital Trustees which is the Governing
     Body of OWNER.

     The term "PROPOSER" or “ESCO” as used throughout this document will mean the respondents to this Request for
     Proposal.

     The term "RFP" as used throughout this document will mean Request for Proposal.

     The term "PROJECT" as used throughout this document will mean the combination of energy and other conservation
     measures (ECMs), that when taken in total comprise the Project.

2.   INTENT

     OWNER is soliciting proposals for a Performance Contract for Energy Savings at UMC Medical Campus from
     qualified Energy Savings Companies (ESCO).

     UMC expects the ESCOs to propose creative, competitive solutions to the stated problem or need, as specified
     below. The ESCOs may take exception to any section of the RFP. Exceptions should be clearly stated in
     Attachment C-1 (Certification of Indemnification and Compliance with Terms and Conditions of RFP) and will be
     considered during the evaluation process.

3.   SCOPE OF PROJECT (See EXHIBIT B – PROJECT SCOPE and RELATED INFORMATION)

     Background

     University Medical Center of Southern Nevada, located in Las Vegas, Nevada, is a county-owned, acute-care hospital,
     organized under Nevada Revised Statute Chapter 450, with over 500 beds, a Level 1 Trauma Center, a Level 2 Pediatric
     Trauma Center and 10 urgent care clinics.

     Purpose and Overview of the Project

     UMC is seeking proposals from pre-qualified ESCOs to provide energy, water, and maintenance saving retrofits to the
     facilities within the University Medical Center Campus Area; totaling approximately 1 million square feet. UMC intends to
     award to one qualified proposer.

     Expectations of Business Partner

     UMC strives to provide exemplary service to its patients. UMC therefore has high expectations of its business partners.
     As this is a „best value‟ project, it is expected that the business partner (ESCO in this case) will provide quality products
     and service commensurate with industry standards and good practices. It is also just as important is the expectation that
     these products and services are provided in a manner that exhibits the highest level of ethics and professionalism. It is
     expected that, as a result of this relationship, the business partner (ESCO) will work with UMC to ensure that the
     agreement remains competitive with continual review of market conditions. This is to be an “Open-Book” project, as
     defined in this RFP.




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                                                                                      General Conditions
                                                                                         RFP No. 2009-23
                                         UMC MEDICAL CAMPUS – PERFORMANCE CONTRACT for ENERGY SAVINGS
4.   DESIGNATED CONTACTS

     OWNER's representative will be Jim Haining, telephone number (702) 383-3606. This representative will respond to
     questions concerning the scope of work of this RFP. Questions regarding the selection process for this RFP may be
     directed to Jim Haining, Contracts Management, jim.haining@umcsn.com.

5.   CONTACT WITH OWNER DURING RFP PROCESS

     Communication between a PROPOSER and a member of the BCC or between a PROPOSER and a non-designated
     Owner contact regarding the selection of a proponent or award of this contract is prohibited from the time the RFP is
     advertised until the item is posted on an agenda for award of the contract. Questions pertaining to this RFP shall be
     addressed to the designated contact(s) specified in the RFP document. Failure of a PROPOSER, or any of its
     representatives, to comply with this paragraph may result in their proposal being rejected.

6.   TENTATIVE DATES AND SCHEDULE

             RFP Published in Las Vegas Review-Journal                      November 10, 2009
             Pre-Proposal Conference (Mandatory)                            December 2, 2009 at 10:00 am
             Question and Answer Period                                     November 23 – December 17
             Final Date to Submit Questions                                 December 17, 2009
             Last Day for Addendums                                         December 23, 2009
             RFP Responses Due (3:00 pm)                                    January 8, 2010
             RFP Evaluations                                                January 2009
             Finalists Oral Presentations                                   January / February 2009
             Selection of ESCO (Letter of Intent Issued)                    est. - February 22, 2010
             Financial Grade Audit Presented                                July 15, 2010
             Award & Approval of the Final ESPC Contract                    TBD

7.   METHOD OF PROPOSAL EVALUATION AND AWARD

     Since the service requested in this RFP is considered to be a professional service, award will be in accordance with the
     provisions of the Nevada Revised Statutes, Chapter 332, Purchasing: Local Governments, Section 332.115.

     The proposals may be reviewed individually by staff members through an ad hoc selection committee. The qualified
     ESCOs will be requested to provide OWNER a presentation and/or an oral interview. The ad hoc selection committee
     may review the RFP‟s as well as any requested presentations and/or oral interviews to gather information that will assist
     in making the recommendation. OWNER reserves the right to award the contract based on objective and/or subjective
     evaluation criteria. This contract will be awarded on the basis of „best value‟ – which ESCO proposal OWNER deems
     best suited to fulfill the requirements of this RFP. OWNER also reserves the right not to make an award if it is deemed
     that no single proposal fully meets the requirement of this RFP. OWNER reserves the right to make a multiple award if it
     is in the best interest of OWNER.

     Initial Evaluation/Screening Completeness

              Each response will be reviewed prior to the selection process for completeness and adherence to format. A
               response will be considered completed if all requested sections are included in the proper order, and properly
               completed.

              Grading System: The Executive Summary of each response will be read to give an overview of the response.
               Then, each section will be graded on a pass/fail basis. A passing grade shall be given if the section i) provides
               the requested information, and ii) demonstrates that the respondent has adequate capability or experience, as
               evidenced by their command of the subject matter. Response packages, which receive a passing grade, shall
               be considered under the formal evaluation process.

              Proposals shall be kept confidential until a contract is awarded.

     Formal Evaluation of RFP Responses

     Evaluation Process

               UMC will appoint an evaluation/selection committee to evaluate each response. Proposals shall be consistently
               evaluated and scored in accordance with NRS §332.085. The evaluation process will objectively grade the




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                                                                                                     General Conditions
                                                                                                        RFP No. 2009-23
                                    UMC MEDICAL CAMPUS – PERFORMANCE CONTRACT for ENERGY SAVINGS
        responses on their merit and responsiveness to the needs of UMC. Responses will be evaluated in light of the
        material and substantiating evidence presented in the response, and not on the basis of what is inferred. The
        evaluation process will include verification of references, confirmation of financial information, and may include
        site visits or other information as directed by the evaluation/selection committee.

Evaluation Criteria / Grading Format

        Each section or subsection of the RFP response will be considered a separate selection criterion and will be
        graded individually, on a percentage basis. The point value for each criterion shall be multiplied by the
        percentage grade to give the criterion score. All scores will be summed to give the grand total score. The
        maximum possible grand total score for the RFP response is 100 points. Section point values are as follows:

                 Point Values:

                            Experience and Background             25 Total Points

        Criterion                                                    Point Value
        Firm Profile/Financial Solvency                                  2.5
        Project Team                                                     2.5
        Local Presence                                                   10
        References                                                       10

                            Technical Approach                             30 Total Points

        Criterion                                                     Point Value
        Audit, Analysis, and design                                        5
        Familiarity with Code Requirements                                 5
        Project Management Approach & Schedule                            10
        Monitoring and Verification Plan                                  10

                            Financial Approach                             35 Total Points

        Criterion                                                     Point Value
        Contract Term and Conditions                                     10
        Financial Aspects                                                10
        Performance and Financial Guarantee                              15

                  Other Benefits                                           10 Total Points

                             Grand Total                         100 Points

                 Percentage Grades:

        Grade               Description

        0%      Criterion was not addressed in the response or the material presented was totally without merit.

        20% Criterion was addressed minimally; response indicated little capability, experience, or understanding
        of topic.

        40% Criterion was addressed minimally, but response shows some capability, experience, or
        understanding of topic.

        60% Criterion was addressed adequately overall. Showed a basic capability, experience, or
        understanding of the topic.

        80% Criterion was addressed well. The response indicates some superior features.

        100% Criteria was addressed in superior fashion, indicating excellent or outstanding capability.


       Oral Interview:




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                                                                                        General Conditions
                                                                                           RFP No. 2009-23
                                           UMC MEDICAL CAMPUS – PERFORMANCE CONTRACT for ENERGY SAVINGS

               The oral interview will allow UMC to address specific issues with the respondents. The respondent‟s
               answers will be graded using the same format as the formal evaluation of the RFQ responses. The
               maximum possible grand total score of the oral interview will equal 100 points.

               UMC will mail copies of the „scoring forms‟ for the RFP response and the oral interview to each respondent, if
               requested.

               The evaluation committee may also contact the references provided in response to the Section identified as
               Company Background and References; contact any ESCO to clarify any response; contact any current users of
               an ESCO‟s services; solicit information from any available source concerning any aspect of a proposal; and
               seek and review any other information deemed pertinent to the evaluation process. The evaluation committee
               shall not be obligated to accept the lowest priced proposal, but shall make an award in the best interests of the
               University Medical Center.

               Each ESCO must include in its proposal a complete disclosure of any alleged significant prior or ongoing
               contract failures, contract breaches, any civil or criminal litigation or investigations pending which involves the
               ESCO or in which the ESCO has been judged guilty or liable. Failure to comply with the terms of this provision
               may disqualify any proposal. UMC reserves the right to reject any proposal based upon the ESCO‟s prior
               history with UMC or with any other party, which documents, without limitation, unsatisfactory performance,
               adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual
               failures.

               Any contract resulting from this RFP shall not be effective until approved by the BCC.

8.    SUBMITTAL REQUIREMENTS

      PROPOSER shall submit one (1) clearly labeled Original with CD; and, four (4) hard-copies, along with four (4)
      CDs containing the „electronic‟ version of their proposal, along with any relevant attachments. The name of
      PROPOSER‟s firm shall be indicated on the cover of each proposal.

      All proposals shall be on 8-1/2" x 11" paper bound with tabbed dividers labeled by evaluation criteria section to
      correspond with the evaluation criteria requested in Section 18.

      All proposals must be submitted in a sealed envelope plainly marked with the name and address of PROPOSER
      and the RFP number, title, and date and time the RFP is due. No responsibility will attach to OWNER or any official
      or employee thereof, for the pre-opening of, post-opening of, or the failure to open a proposal not properly addressed and
      identified. FAXED OR EMAILED PROPOSALS ARE NOT ALLOWED AND WILL NOT BE CONSIDERED.

      The following are detailed delivery/mailing instructions for proposals:

       Hand Delivery                               U.S. Mail Delivery                      Express Delivery
       University Medical Center                   University Medical Center               University Medical Center
       Contracts Management                        Contracts Management                    Contracts Management
       Trauma Center Building                      1800 West Charleston Blvd               800 Rose Street, Suite 408
       800 Rose Street, Suite 408                  Las Vegas, Nevada 89102                 Las Vegas, Nevada 89106
       Las Vegas, Nevada 89106
                                                   Attn: RFP 2009-23, Energy               Attn: RFP 2009-23, Energy
       Attn: RFP 2009-23, Energy Savings           Savings                                 Savings

      Regardless of the method used for delivery, PROPOSER(S) shall be wholly responsible for the timely delivery of
      submitted proposals.

9.    INCONSISTENCY IN TERMS

      In the event there are inconsistencies between General Conditions terms and Request for Proposals terms contained
      herein, the latter shall take precedence.

10.   ASSIGNMENT OF CONTRACTUAL RIGHTS

      It is agreed that the selected Energy Services Company (ESCO) shall not assign, transfer, convey or otherwise dispose
      of the Contract or its right, title, or interest in or to the same, or any part thereof, without previous written consent of UMC




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                                                                                        General Conditions
                                                                                           RFP No. 2009-23
                                           UMC MEDICAL CAMPUS – PERFORMANCE CONTRACT for ENERGY SAVINGS
      and any sureties.

11.   LATE PROPOSALS

      Formal, advertised proposals indicate a closing time by which the proposals must be received by the designated UMC
      contact. These proposals are time-stamped upon receipt. Proposals received after that time will be returned unopened
      to the Proposer and not considered as a viable proposal under this Solicitation.

12.   EXCEPTIONS TO PROPOSAL

      The Proposer shall list on a separate sheet of paper any exceptions to the Request for Proposals. This sheet shall be
      labeled “Exceptions to Request for Proposals” and shall be attached to the proposal. If no exceptions are stated, it will
      be understood that all general and specific conditions of the Request for Proposals will be complied with, without
      exception.

13.   MARKING OF PROPRIETARY INFORMATION

      Because all proposals become public record, bidders are required to stamp in red or otherwise indicate any page or
      pages that contain proprietary information. UMC takes no responsibility or assumes no liability for release of any such
      proprietary information not so marked.

14.   ALTERNATE PROPOSAL

      Alternate proposals are defined as those that do not meet the requirements of this RFP. Alternate proposals will not be
      considered.

15.   WITHDRAWL OF PROPOSAL

      PROPOSER(S) may request withdrawal of a posted, sealed proposal prior to the scheduled proposal opening time
      provided the request for withdrawal is submitted to OWNER‟s representative in writing. Proposals must be re-submitted
      and time-stamped in accordance with the RFP document in order to be accepted.

      No proposal may be withdrawn for a period of 90 calendar days after the date of proposal opening. All proposals
      received are considered firm offers during this period. PROPOSER‟s offer will expire after 90 calendar days.

      If a PROPOSER intended for award withdraws their proposal, that PROPOSER may be deemed non-responsible if
      responding to future solicitations.

      Proposals may be withdrawn by written or facsimile notice received prior to the proposal opening time.

16.   REJECTION OF PROPOSAL

      OWNER reserves the right to reject any and all proposals received by reason of this request. Firms whose proposals are
      rejected will be notified in writing.

17.   COLLUSION AND ADVANCE DISCLOSURES

      Pursuant to 332.165 any evidence of agreement or collusion among PROPOSER(S) and prospective PROPOSER(S)
      acting to illegally restrain freedom of competition by agreement to bid a fixed price, or otherwise, shall render the offers of
      such PROPOSER(S) void.

      Advance disclosures of any information to any particular PROPOSER(S) which gives that particular PROPOSER any
      advantage over any other interested PROPOSER(S), in advance of the opening of proposals, whether in response to
      advertising or an informal request for proposals, made or permitted by a member of the governing body or an employee
      or representative thereof, shall operate to void all proposals received in response to that particular request for proposals.

18.   DISQUALIFICATION OF PROPOSER

      Proposers may be disqualified and rejection of bids may be recommended by UMC for any of (but not limited to) the
      following causes:

              Failure to use the Proposal form(s) furnished by UMC.




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                                                                                       General Conditions
                                                                                         RFP No. 2009-23
                                        UMC MEDICAL CAMPUS – PERFORMANCE CONTRACT for ENERGY SAVINGS
              Lack of signature by an authorized representative on the Proposal form.

              Failure to comply with the requirements of the Proposal Specifications.

              Evidence of collusion among Proposers.

              Other as prescribed by law.

19.   PROPOSAL COSTS

      There shall be no obligation for OWNER to compensate PROPOSER(S) for any costs of responding to this RFP.
      OWNER is not liable for any costs incurred by PROPOSER(S) prior to entering into a formal contract. Costs of
      developing the proposals or any other such expenses incurred by the PROPOSER in responding to the RFP, are entirely
      the responsibility of the PROPOSER, and shall not be reimbursed in any manner by OWNER.

20.   ADDENDA AND INTERPRETATIONS

      If it becomes necessary to revise any part of the RFP, a written addendum will be provided to all PROPOSER(S) in
      written form from OWNER‟s representative. OWNER is not bound by any oral representation, clarifications, or changes
      made in written specifications by OWNER‟s employees, unless such clarification or change is provided to
      PROPOSER(S) in written addendum form from OWNER‟s representative.

              A Proposer who discovers discrepancies in, or omissions in the Request for Proposals document or finds
               sections unclear or confusing, should notify UMCDesignated Contact at once and seek clarification. If it should
               be found necessary, UMC will send a written addendum to each Proposer. UMC will not be responsible for oral
               instructions.

              Failure to so request clarification of any inadequacy, omission or conflict will not relieve the Proposer of
               responsibility under this Solicitation. The signing of the Proposal form will be considered as implicitly denoting
               that the Proposer has a thorough comprehension of the full intent and scope of the Request for Proposals.

              All addenda issued by UMC Contracts Management Office shall become a part of the working Request for
               Proposals submitted to the Proposer for the preparation of a proposal, shall be covered in the proposal, and will
               be made a part of the contract.

              Each Proposer, upon receiving addenda, shall insert same in the specification package.

21.   PUBLIC RECORDS

      OWNER is a public agency as defined by state law, and as such, it is subject to the Nevada Public Records Law
      (Chapter 239 of the Nevada Revised Statutes). Under that law, all of OWNER's records are public records (unless
      otherwise declared by law to be confidential) and are subject to inspection and copying by any person. However, in
      accordance with NRS 332.061(2), a proposal that requires negotiation or evaluation by OWNER may not be
      disclosed until the proposal is recommended for award of a contract. PROPOSER(S) are advised that once a
      proposal is received by OWNER, its contents will become a public record and nothing contained in the proposal will
      be deemed to be confidential except proprietary information. PROPOSER(S) shall not include any information in
      their proposal that is proprietary in nature or that they would not want to be released to the public. Proposals must
      contain sufficient information to be evaluated and a contract written without reference to any proprietary information.

      If a PROPOSER feels that they cannot submit their proposal without including proprietary information, they must adhere
      to the following procedure or their proposal may be deemed unresponsive and will not be recommended to the BCC for
      selection:

              PROPOSER(S) must submit such information in a separate, sealed envelope labeled "Proprietary Information"
               with the RFP number. The envelope must contain a letter from PROPOSER‟s legal counsel describing the
               documents in the envelope, representing in good faith that the information in each document meets the narrow
               definitions of proprietary information set forth in NRS 332.025, 332.061 and NRS Chapter 600A, and briefly
               stating the reasons that each document meets the said definitions.

              Upon receipt of a proposal accompanied by such a separate, sealed envelope, OWNER will open the envelope
               to determine whether the procedure described above has been followed.

              Any information submitted pursuant to the above procedure will be used by OWNER only for the purposes of




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                                                                                                General Conditions
                                                                                                  RFP No. 2009-23
                                       UMC MEDICAL CAMPUS – PERFORMANCE CONTRACT for ENERGY SAVINGS
               evaluating proposals and conducting negotiations and might never be used at all.

              If a lawsuit or other court action is initiated to obtain proprietary information, a PROPOSER(S) who submits the
               proprietary information according to the above procedure must have legal counsel intervene in the court action
               and defend the secrecy of the information. Failure to do so shall be deemed PROPOSER‟s consent to the
               disclosure of the information by OWNER, PROPOSER‟s waiver of claims for wrongful disclosure by OWNER,
               and PROPOSER‟s covenant not to sue OWNER for such a disclosure.

              PROPOSER(S) also agrees to fully indemnify OWNER if OWNER is assessed any fine, judgment, court cost or
               attorney‟s fees as a result of a challenge to the designation of information as proprietary.

22.   PROPOSALS ARE NOT TO CONTAIN CONFIDENTIAL / PROPRIETARY INFORMATION.

      Proposals must contain sufficient information to be evaluated and a contract written without reference to any
      confidential or proprietary information. PROPOSER(S) shall not include any information in their proposal that they
      would not want to be released to the public. Any proposal submitted that is marked “Confidential” or “Proprietary,” or
      that contains materials so marked, will be returned to PROPOSER and will not be considered for award.

23.   TAXES

      The University Medical Center is exempt from State Use Tax, State Retail Tax and Federal Excise Tax. The proposal
      price must be net, exclusive of such taxes.

24.   REQUIRED BONDS

      The successful PROPOSER shall be required to furnish a Performance Bond in an amount equal to 100% of the contract
      sum as security for the faithful performance of this Contract and as security for faithful performance of warranty work for a
      period of one (1) year from the date of Final Completion and a Labor and Material Payment Bond in an amount not less
      than 100% of the contract sum as security for the payment of persons performing labor and/or furnishing materials in
      connection with the Contract. Submit these Bonds on AIA Document A-312 Form.

      Required bonds shall be an attachment to the contract documents provided by UMC prior to execution.

      The successful PROPOSER shall provide an executed Undertaking of Insurance on a standard form provided by the
      insurance company stating their intention to provide insurance to the PROPOSER in accordance with the insurance
      requirements of the contract documents.

25.   MINORITY BUSINESS PARTICIPATION

      Minority business enterprises will be afforded full opportunity to submit proposals in response to this invitation and will not
      be discriminated against on the grounds of race, color, creed, sex, or national origin in consideration for an award.

26.   FEDERAL, STATE AND LOCAL LAWS

      All Proposers shall comply with all Federal, State and local laws relative to conducting business in the University Medical
      Center, including but not limited to licensing, labor and health laws, OSHA, and including NRS 338.10 through 338.180,
      as amended (http://search.leg.state.nv.us/isysquery/irl2883/1/doc), if applicable. The laws of the State of Nevada shall
      govern as to the interpretation, validity, and effect of this Request for Proposal, its award, and any contract entered into.

27.   PREVAILING WAGE RATES

      Pursuant to NRS 332.390, compliance with the provisions of NRS 338.020 to 338.090, inclusive, is required for this
      Project.

28.   CONTRACT

      A draft OWNER‟s ESPC Contract will be provided to the selected ESCO during the Financial Grade Audit (FGA) process.
      The final Contract will be subject to review and approval by UMC.

29.   CONTRACT AWARD

      Award of contract will be executed by BCC action, which together with the signed contract documents will be construed
      as the contractual agreement.




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                                                                                    General Conditions
                                                                                       RFP No. 2009-23
                                       UMC MEDICAL CAMPUS – PERFORMANCE CONTRACT for ENERGY SAVINGS

30.   SPECIAL TERMS, CONDITIONS AND EXCEPTIONS

      a.    Performance of ESCOs will be rated semi-annually following contract award and then annually for the term of
            the Contract by OWNER in six categories: customer service; timeliness; quality; technology; flexibility; and
            pricing. ESCOs will be notified in writing of their rating.

      b.    UMC reserves the right to alter, amend, or modify any provisions of this RFP, or to withdraw this RFP, at any
            time prior to the award of a contract pursuant hereto, if it is in the best interest of UMC to do so.

      c.    UMC reserves the right to waive informalities and minor irregularities in proposals received.

      d.    UMC shall not be obligated to accept the lowest priced proposal, but will make an award in the best interests of
            UMC, after all factors have been evaluated.

      e.    Proposals must include any and all proposed terms and conditions, including, without limitation, written
            warranties, maintenance / service agreements, license agreements, lease purchase agreements and the
            ESCO‟s standard contract language. The omission of these documents renders a proposal non-responsive.

      f.    Alterations, modifications or variations to a proposal may not be considered unless authorized by the RFP or by
            addendum or amendment.

      g.    Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are
            indicative of failure to comprehend the complexity and risk of this contract, may be rejected.

      h.    The price and amount of this proposal must have been arrived at independently and without consultation,
            communication, agreement or disclosure with or to any other contractor, ESCO or prospective ESCO.
            Collaboration among competing ESCOs about potential proposals submitted pursuant to this RFP is prohibited
            and may disqualify the ESCO.

      i.    No attempt may be made at any time to induce any firm or person to refrain from submitting a proposal or to
            submit any intentionally high or noncompetitive proposal. All proposals must be made in good faith and without
            collusion.

      j.    Prices offered by ESCOs in their proposals are an irrevocable offer for the term of the contract and any contract
            extensions. The awarded ESCO agrees to provide the purchased services at the costs, rates and fees as set
            forth in their proposal in response to this RFP. No other costs, rates or fees shall be payable to the awarded
            ESCO for implementation of their proposal.

      k.    All proposals submitted become the property of UMC and will be returned only at UMC‟s option and at the
            ESCO‟s request and expense. The "master" copy of each proposal shall be retained for official files and will
            become public record after the award of a contract. Only specific parts of the proposal may be labeled a “trade
            secret”, provided that the ESCO agrees to defend and indemnify UMC for honoring such a designation. The
            failure to so label any information that is released by UMC shall constitute a complete waiver of any and all claims
            for damages caused by any release of the information.

      l.    A proposal submitted in response to this RFP must identify any subcontractors, and outline the contractual
            relationship between the awarded the ESCO and each subcontractor. An official of each proposed "named"
            subcontractor must sign, and include as part of the proposal submitted in response to this RFP, a statement to
            the effect that the subcontractor has read and will agree to abide by the awarded ESCO‟s obligations.

      m.     The awarded ESCO will be the sole point of contract responsibility. UMC will look solely to the awarded ESCO
            for the performance of all contractual obligations which may result from an award based on this RFP, and the
            awarded ESCO shall not be relieved for the non-performance of any or all subcontractors.

      n.    The awarded ESCO must maintain, for the duration of its contract, insurance coverages as set forth in the
            Insurance Schedule of the contract form appended to this RFP. Work on the contract shall not begin until after
            the awarded ESCO has submitted acceptable evidence of the required insurance coverages. Failure to maintain
            any required insurance coverage or acceptable alternative method of insurance will be deemed a breach of
            contract.

      o.    Each ESCO must disclose any existing or potential conflict of interest relative to the performance of the
            contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a
            conflict should be disclosed. By submitting a proposal in response to this RFP, ESCOs affirm that they have not




                                                           9
                                                                                                 General Conditions
                                                                                                    RFP No. 2009-23
                                UMC MEDICAL CAMPUS – PERFORMANCE CONTRACT for ENERGY SAVINGS
     given, nor intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity,
     special discount, trip, favor, or service to a public servant or any employee or representative of same, in
     connection with this procurement. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict
     of interest will automatically result in the disqualification of an ESCO‟s proposal. An award will not be made
     where a conflict of interest exists. UMC will determine whether a conflict of interest exists and whether it may
     reflect negatively on UMC‟s selection of an ESCO. UMC reserves the right to disqualify any ESCO on the
     grounds of actual or apparent conflict of interest.

p.   Execution of Attachment C-1 (Certification of Indemnification and Compliance) of this RFP shall constitute an
     agreement to all terms and conditions specified in the RFP. Exceptions will be taken into consideration as part
     of the evaluation process.

q.   UMC reserves the right to negotiate final contract terms with any ESCO selected. The Contract between the
     parties will consist of the RFP together with any modifications thereto, and the awarded ESCO‟s proposal,
     together with any modifications and clarifications thereto that are submitted at the request of UMC during the
     evaluation and negotiation process. In the event of any conflict or contradiction between or among these
     documents, the documents shall control in the following order of precedence: the final executed contract, the
     RFP, any modifications and clarifications to the awarded ESCO‟s proposal, and the awarded ESCO‟s proposal.
      Specific exceptions to this general rule may be noted in the final executed contract.

r.   The ESCO understands and acknowledges that the representations above are material and important, and will
     be relied on by UMC in evaluation of the proposal. Any ESCO misrepresentation shall be treated as fraudulent
     concealment from UMC of the true facts relating to the proposal.

s.   No announcement concerning the award of a contract as a result of this RFP can be made without the prior
     written approval of UMC.

t.   Any person who requests or receives a Federal contract, grant, loan or cooperative agreement shall file with
     UMC a certification that the person making the declaration has not made, and will not make, any payment
     prohibited by subsection (a) of 31 U.S.C. §1352.




                                                   10
                                                                                                EXHIBIT A
                                                                                              RFP 2009-23
                                                                                     ACRONYMS/DEFINITIONS



                                                EXHIBIT A

                                      ACRONYMS/DEFINITIONS


For the purposes of this RFP, the following acronyms/definitions will be used:


Awarded ESCO             The Energy Savings Company (ESCO) that is awarded and has an approved
                         performance contract with UMC for the services identified in this RFP.

BCC                      The Board of Hospital Trustees, which is the Governing Body of the OWNER.

Capitalized Interest     Interest on the cost of money from the time the loan (if there is one) funds into
                         escrow and UMC makes its first payment.

Commissioning            Comprehensive, quality assurance process, overseen by a qualified commissioning
                         authority or qualified third-party Consultant. Systematic, thoroughly documented and
                         collaborative process ensures system components are designed, installed,
                         functionally tested, and capable of operating at peak performance through their
                         lifecycle, and will achieve the energy, water and maintenance savings stated in the
                         approved Project documents.

Comprehensive Audit The comprehensive audit and assessment which generally determines the extent to
                    which a building or other public improvement is a candidate for an operating cost
                    savings retrofit. Energy, water, maintenance or other utility billing data is obtained
                    and can be compared with a national benchmark for similar buildings to support
                    justification of the retrofit project. A general estimate of operating savings is identified
                    and used to guide the decision to perform a significantly more detailed “Financial-
                    grade Operational Audit”. This audit is the foundation of the retrofit process, and is
                    conducted in cooperation with building operators or engineers and management. It
                    begins with a comprehensive site visit to examine energy consumption related to
                    facility structural components, lighting and HVAC, and water consumption for
                    landscape irrigation, laundry, culinary and hygiene use, among other utility costs.
                    The audit should also include review and analysis of technical drawings and
                    historical energy data. A utility baseline evaluation is summarized by the ESCO in a
                    report describing the facility‟s utility-use patterns and potential operating cost retrofit
                    measures in terms of estimated cost savings, implementation costs, and payback
                    analysis.

Construction Interest Interest on cost incurred by the ESCO on the Project from the beginning of the
                      Project through the time the ESCO begins to receive progress payments. A bank
                      „construction interest‟ certification will be provided as part of the Project‟s „open book
                      pricing‟ summary and recapitulation at the end of Project implementation.

ECMs/OSMs                Energy Conservation Measures (ECMs) / Operating Cost Savings Measures (OSMs)
                         are defined in NRS 332.330 and reflect those measures which result in the savings
                         of energy, water, and or operating costs.

ESCO                     Energy Services Company.          A Company certified and qualified to affect
                         energy/water/operational retrofit and performance contracts.

Evaluation Committee An independent, ad hoc selection committee comprised of University Medical Center
                     employees established to evaluate and score proposals submitted in response to the
                     RFP pursuant to NRS §332.360.

FEMP                     Federal Energy Management Program; established and run by the U.S. Department
                                                      A-1
                                                                                            EXHIBIT A
                                                                                          RFP 2009-23
                                                                                 ACRONYMS/DEFINITIONS

                     of Energy (DOE).

Financial-grade
Operational Audit    (Sometimes termed “investment-grade audit”). The comprehensive audit, which
                     underpins the retrofit project‟s financial structure. As compared to a comprehensive
                     audit, the performance financial-grade audit carefully analyzes energy, water, and
                     operating cost savings measure (ECM) estimates and implementation and
                     maintenance costs and should examine the interactive and/or synergistic impacts of
                     various savings measures. It also addresses benefits including, but not limited to,
                     savings in energy usage, water usage, maintenance, materials, labor, as well as the
                     potential for increased productivity and decreased absenteeism. The financial
                     analysis should clearly delineate the costs and benefits of the Project including first
                     cost, simple payback period, net present value, and internal rate of return. This audit
                     also provides objective and professional evaluation of internal control through
                     financial, operational and compliance audits.

LOI                  Letter of Intent. This letter will be issued once the evaluation committee selects an
                     ESCO. This letter opens negotiations and the period of discovery. If negotiations
                     can be completed successfully, a contract is prepared based on the negotiations for
                     signature by the parties.

M&V                  Measurement and Verification. Those scientific, operational, or other protocols used
                     to validate that the Project's stated savings and/or cost reductions are being
                     achieved.

NAC                  Nevada Administrative Code

NRS                  Nevada Revised Statutes

Open Book Pricing    Vendors will fully disclose all costs, including all costs of subcontractors and
                     vendors. The ESCO will maintain cost accounting records on authorized work
                     performed showing actual costs for labor and materials. The ESCO will provide all
                     documentation as prescribed in the RFP in two cost packages. The first will be all
                     design related costs (including any outsourced work) to be provided at the end of the
                     Design Phase of the Project. The second will include a summary of the earlier
                     provided Design Phase costs as well as all documented Construction Phase related
                     costs.

Preliminary Audit    A mandatory site visit by the ESCO.

Project Acceptance   The date UMC approves all ECMs. Final Project Acceptance will not be made until
                     the ESCO has successfully demonstrated, through approved Commissioning
                     protocols described in the M&V portion of the ESCO‟s accepted Proposal, that all
                     ECMs are achieving all of the stated savings in the Proposal.


Third-Party
Contractor           A contractor, not directly employed by the ESCO, who will provide services identified
                     in this RFP specifically for UMC. This does not include third parties who provide
                     support or incidental services to the ESCO.

Third-Party
 Consultant          Individual/firm hired to work on behalf of UMC to assist UMC as necessary in the
                     ESCO selection process, with the design and implementation of an energy, water
                     and/or operating savings performance contract project. Depending on the existing
                     expertise and capability of UMC staff, the Consultant‟s work may include analysis
                     and recommendations regarding the findings of preliminary operating cost savings
                     audits and prospective retrofit project proposals submitted by pre-qualified service
                     companies; serving as liaison between UMC staff and the selected Project pre-
                     qualified service company to develop the retrofit project and related contract
                                                 A-2
                                                                                   EXHIBIT A
                                                                                 RFP 2009-23
                                                                        ACRONYMS/DEFINITIONS

            documents; oversight of the project implementation, including work scheduling with
            UMC staff; and, post-implementation review of Project savings monitoring and
            verification results reported by the awarded pre-qualified service company. Although
            the listed duties are not meant to be all-inclusive, whatever roles the consultant fills
            will be advisory.

UMC/OWNER   University Medical Center of Southern Nevada.

Vendor      An ESCO organization/individual submitting a proposal in response to this RFP.




                                         A-3
                                                                                                     EXHIBIT B
                                                                                                   RFP 2009-23
                                                                       PROJECT SCOPE and RELATED INFORMATION


                                                    EXHIBIT B
     GENERAL INFORMATION / SCOPE OF PROJECT / EVALUATION CRITERIA

GENERAL / BACKGROUND INFORMATION

An ESCO will be considered pre-qualified if it is certified by the National Association of Energy Services Companies
(NAESCO) and/or the U.S. Department of Energy (DOE) as an Energy Services Company (ESCO) AND has been qualified
as a bidder by the Nevada State Public Works Board at the time of submission.

Any firm determined by UMC as not able to establish that they meet the above qualifications will not be qualified for this
current ESPC solicitation and will be so notified. Thereafter, that firm may undertake the process of becoming qualified and
reapply, at any time, to UMC for qualification for any subsequent ESPC solicitations. UMC will maintain a current list of
qualified ESCO firms. UMC will make every effort to notify qualified ESCO firms whenever another ESPC solicitation is
made.

The Project sites for this RFP are listed in Exhibit D (Facility Information), along with facility square footages. UMC
Drawings and plans will be made available upon request. However, in order to conserve the resources of both UMC and the
proposing ESCO‟s, we are asking that the ESCO‟s prepare a Comprehensive Audit on only the following four (4)
facilities:

        Trauma Center Building
        ER Building
        1000 Building
        Central Plant Facility

UMC desires that a preliminary, comprehensive, and financial-grade operational audit of facilities be conducted. Further, that
a Savings Performance Contract be implemented in order to identify and implement capital and other improvements to
reduce energy and water and related costs in the facility. Additionally, that annual cost savings are applied to annual
payments for all improvements contained in the Project.

The following is a list of considerations/challenges UMC would like the ESCOs to consider for the purposes of this Proposal:


        Reconciling a long-term energy and water conservation plan for use in buildings through the proposed ECMs and
         retrofits.

        Performing integrated and comprehensive energy engineering, design and construction phasing with other planned
         or to be completed UMC projects

        In order to make the evaluation process more objective, and to ease comparison of the submitted proposals, the
         ESCOs, shall consider, at a minimum the following list of energy conservation measures (ECMs):

TRAUMA CENTER BUILDING

        Daylighting Controls
        Roof-top Chiller Plant Optimization

ER BUILDING

        Lighting Upgrades
        Upgrade HVAC/BAS Controls
        Atrium Daylight Harvesting

1000 BUILDING

        Lighting upgrades
        Occupancy Sensors
        Incinerator Reheat Applications




                                                             B-4
                                                                                                     EXHIBIT B
                                                                                                   RFP 2009-23
                                                                       PROJECT SCOPE and RELATED INFORMATION

CENTRAL PLANT FACILITY

        Upgrade Plant Controls

NRS 332.300 through 332.440 (see Attachment), passed during the 2003 Legislative Session (as amended), is intended
to provide an alternative process by which agencies may finance and enter into performance contracts for the installation
or purchase of cost-savings energy, water and operational measures in buildings occupied by UMC and its entities.

UMC seeks to maximize energy cost savings, water savings, and related operational costs in order to pay for facility
upgrades, improvements and services.

Services and capital improvements will be financed through an operational savings performance contract which:

        Incurs no initial capital costs (but with an option for UMC to provide initial capital if desired, subject to UMC‟s
         approval);

        Achieves significant long-term cost savings and energy and water reductions;

        Achieves a cost savings or performance guarantee (with UMC‟s option to eliminate part or all of the guarantee after
         one year of guaranteed performance);

        Maintains consistent and reasonable levels of occupant comfort;

        Maintains consistent levels of building functionality;

        Realizes additional benefits that may directly result from operational and energy-related services and capital
         improvements such as reduced maintenance needs and additional building improvements;

        Maintains consistency with all applicable state and local codes and standards. The University Medical Center will
         provide plan review and inspection services. Designs must comply with all UMC standards and adopted building
         codes.

        The ESCO agrees to include in the proposal and Project the cost for a Third-Party Consultant to assist UMC in the
         review of all aspects of the RFP and of the Project. The selected ESCO shall reimburse UMC for the full cost of the
         Third-Party Consultant‟s costs at the time of contract execution. Payments will begin no later than fifteen (15) days
         after a contract has been executed by UMC. Prior to execution of the Contract, UMC will provide the successful
         ESCO with the cost of the Third-Party Consultant, to be included in the Project's financials.

The RFP and contracting process has five Phases:

        RFP Phase: Through this RFP, an ESCO will be selected based on its proposal and oral presentation. The
         proposal shall include a comprehensive audit report of all potential operating cost-savings measures that
         might be implemented at the four (4) identified University Medical Center facilities. The proposal must also
         include a project scope, preliminary cost, estimated savings, and cash flow. A Letter of Intent (LOI) to award will be
         issued to the selected ESCO.

        Audit / Project Development Phase / Financing Phase / Contract Phase: The selected ESCO will perform a
         Financial-grade Operational Audit and submit the Audit Report and a Project Development Plan to UMC. The
         selected ESCO and UMC will negotiate the project scope, cost and financial terms in a performance contract.
         UMC will issue a Notification of Award. Once the performance contract is executed UMC will issue a Notice to
         Proceed for ECM installation and construction.

        Construction/Implementation Phase: Design and submittal reviews, as well as permitting, will be performed by
         the University Medical Center Plan Ops Office. Designs must comply with UMC adopted building codes.

        Commissioning Phase: Upon completion of the construction, but prior to Project acceptance by UMC the
         ESCO will use commissioning to verify that the design intent has been implemented. Equipment submittals will
         be reviewed and compared to design and will be tested in the field to verify performance. The construction
         project will be commissioned to verify proper installation and proper operation.

        Measurement and Verification Phase: The ESCO shall monitor the reductions in energy, water or other
         operating cost savings measures implemented under the performance contract, and shall at least once a year,
         or at such intervals specified in the performance contract, prepare and provide a report to UMC on the
         performance of the operating cost-savings measures. The performance contract must identify the methodology



                                                             B-5
                                                                                             EXHIBIT B
                                                                                           RFP 2009-23
                                                               PROJECT SCOPE and RELATED INFORMATION

     used to validate the cost savings identified by the pre-qualified ESCO. The M&V Plan must follow established
     industry guidelines such as the guideline presented by Federal Energy Management Program. The M&V Plan
     will provide the Measurement and Verification methodologies and the terms and conditions for the savings
     guarantee.

SCOPE OF PROJECT / EVALUATION CRITERIA

1.   The ESCO must have the demonstrated capability in performance contract engineering and
     management to provide a broad range of energy, water and/or operating conservation services.
      Services may include but are not limited to the following:

     1.1.     Project development plan including financial analysis;

     1.2.     Financial-grade Operational Audit to evaluate costs and savings of a variety of energy,
              water and/or operational savings measures;

     1.3.     Design services;

     1.4.     Equipment and system procurement and purchasing and installation;

     1.5.     Construction management;

     1.6.     Hazardous waste disposal or recycling;

     1.7.     Continuing operations and maintenance for all improvements ;

     1.8.     Staff training on routine maintenance and operation of systems. (UMC will consider
              having the ESCO provide continuing maintenance, if appropriate and more efficient
              and cost-effective to do so.);

     1.9.     Training of occupants;

     1.10.    Financing capability or ability to help find financing;

     1.11.    Commissioning;

     1.12.    Performance and cost guarantee of savings;

     1.13.    M&V and reporting of the performance and savings from improvements;

     1.14.    Improving long-term, high-efficiency performance of buildings;

2.   The ESCO must have the technical capability to address a broad range of systems including,
     but not limited to:

     2.1.     Mechanical Systems. Heating, ventilating and air conditioning (HVAC) systems, energy
              management and control systems, domestic hot water systems, refrigeration, and
              distribution systems.

     2.2.     Plants. District heating and cooling and cogeneration systems.

     2.3.     Lighting systems. Indoor and outdoor lighting systems, lighting controls, and day
              lighting strategies.

     2.4.     Building envelope systems. Windows, insulation, and weatherization. (It is recognized
              that window replacements are rarely cost-effective, but could be considered as part of
              a comprehensive plan.)




                                                     B-6
                                                                                           EXHIBIT B
                                                                                         RFP 2009-23
                                                             PROJECT SCOPE and RELATED INFORMATION

     2.5.    Specialty Systems: Compressed air, industrial systems, power quality, electrical
             distribution, laundry equipment, kitchen equipment, communication, trash compaction,
             security, and pool systems.

     2.6.    Water and Sewage Systems. Automatic controls, low-flow faucet aerators, low-flow
             toilets, cooling tower modifications, pool covers, and irrigation system controls or
             modifications.

     2.7.    Renewable Energy Technologies.           Wind, solar (including photovoltaics), and
             geothermal.

3.   Buildings and Facilities: Facilities identified for this work are listed in the Attachment G: UMC
     Facility Information. UMC reserves the right to reduce the scope of work or conduct the Project
     work in phases. Additional buildings and facilities may be included in the future under the same
     contract.

4.   Financial-grade Operational Audit and Project Development Report:

     4.1.    If selected, the ESCO agrees to perform a Financial-grade Operational Audit in
             accordance with the Scope of Work described below. The ESCO agrees to
             complete the Financial-grade Operational Audit and present to the Contracts
             Management Office a final report according to the schedule in Section 7.2, unless a
             longer period is negotiated with UMC.

     4.2.    UMC agrees to assist the ESCO in performing the Financial-grade Operational Audit
             in accordance with the Scope of Work described below. UMC agrees to work
             diligently to provide full and accurate information. The ESCO agrees to work
             diligently to assess validity of information provided and to confirm or correct the
             information as needed.

     4.3.    ESCO agrees to provide a Project Development Report with a proposal of
             Operational Savings Performance Contract terms and conditions, based on a
             recommended package of operational, energy and water saving measures proposed
             by the ESCO. The proposal will include details as specified in the Scope of Work
             below.

5.   Compensation to the ESCO

     5.1.    A negotiated fee for the Financial-grade Operational Audit shall be included in any
             resultant Energy Savings Performance Contract.

     5.2.    Should the ESCO determine at any time during the Financial-grade Operational
             Audit that savings cannot be attained to meet UMC‟s terms as set forth in the RFP,
             the Audit will be terminated by written notice of the ESCO to UMC's Contracts
             Management Office. In this event this procurement shall be cancelled, and UMC
             shall have no obligation to pay, in whole or in part, the negotiated amount.

     5.3.    UMC shall have no payment obligations in the event that the ESCO's final Financial-
             grade Operational Audit report does not contain a package of energy and/or water
             saving measures which, if implemented, will provide UMC with cash savings to meet
             the following terms: Sufficient to fund UMC‟s payments of all costs and fees
             associated with the Operational Savings Performance Contract, including any annual
             fees to the ESCO, less any cash payment UMC may choose to contribute.

     5.4.    The ESCOs will include financial terms in their proposals. UMC may choose to
             negotiate terms with the selected ESCO or obtain its own financing.




                                                   B-7
                                                                                        EXHIBIT B
                                                                                      RFP 2009-23
                                                          PROJECT SCOPE and RELATED INFORMATION

6.   Scope Guidelines and Requirements

     6.1.   Contract Term. Any resultant Contract Term shall be no greater than 15 years and
            cannot exceed the cost-weighted average lifetime of the equipment.

     6.2.   Annual Guaranteed Cost Savings. The annual guarantee is required for at least the
            first year of the Contract Term. UMC may require the guarantee for the entire term
            of the Contract; however UMC reserves the option to eliminate the guarantee at any
            time. The guarantee is based on cost savings attributable to all operational/energy
            saving measures, and must equal or exceed all Project costs each year during the
            contract period. Annual project costs include debt service, contractor fees,
            maintenance services, monitoring services, and other services. Annual cost savings
            beyond the guaranteed minimum savings will be held by UMC, and will not be
            allocated to shortfalls in other years.

     6.3.   Annual Savings Estimates: The utility and operational and maintenance cost savings
            for all measures must be estimated for each and every year during the contract
            period.

7.   Establish Allowable Cost and Savings Factors Approved for Consideration by UMC

     7.1.   UMC will provide the ESCO with sufficient guidance to develop savings estimates.

            7.1.1.   Allowable payment sources:

                     7.1.1.1. Operational, energy and water savings.
                     7.1.1.2. UMC material/commodity savings, including scheduled replacement
                              of parts.
                     7.1.1.3. Outside labor cost savings, including maintenance contracts.

            7.1.2.   Payment sources which can be negotiated:

                     7.1.2.1. UMC deferred maintenance cost.
                     7.1.2.2. Offset of future UMC capital cost.

            7.1.3.   Payment sources which are not allowed:

                     7.1.3.1. UMC in-house labor costs

            7.1.4.   The following items may be negotiated:

                     7.1.4.1. Escalation rates for natural gas, electricity, water,
                              material/commodity cost savings, and allowable labor savings.
                              These are rates to be used in cash flow projections for project
                              development purposes. Actual rates and a floor rate may be used
                              in a subsequent performance contract.
                     7.1.4.2. Interest rates (municipal tax-exempt rates for public institutions).
                     7.1.4.3. UMC equity cash outlay (UMC‟s option).

8.   Collect Data and Background Information from the University Medical Center.

     8.1.   UMC will provide or make available drawings and plans from the buildings‟ original
            construction. The drawings are for general informational purposes only, and may aid
            in the collection of information referenced in the sections below. The ESCOs are
            responsible for verifying any and all information taken from the drawings.




                                                 B-8
                                                                                   EXHIBIT B
                                                                                 RFP 2009-23
                                                     PROJECT SCOPE and RELATED INFORMATION

8.2.   The CD also contains recent utility data which may help the ESCOs develop an
       energy usage profile of the facility, and incremental energy costs for use in the
       Comprehensive Audit.

8.3.   The CD will also contain recent Operations and Maintenance cost data which may
       help the ESCOs develop an O&M profile of the facilities and incremental O&M costs
       for use in the Comprehensive Audit.

8.4.   Collect data and background information from UMC concerning facility operation and
       energy use for the most recent three (3) years from the effective date of this Contract
       as follows:

       8.4.1.   Building square footages.

       8.4.2.   Construction data of buildings and major additions.

       8.4.3.   Utility company invoices.

       8.4.4.   Occupancy and usage information.

       8.4.5.   Description of all energy-consuming or energy-saving equipment used on
                the premises, as available.

       8.4.6.   Description of energy management procedures utilized on the premises.

       8.4.7.   Description of any energy-related improvements made or currently being
                implemented.

       8.4.8.   Description of any changes in the structure of the facility or energy-using or
                water-using equipment.

       8.4.9.   Description of future plans regarding building modifications or equipment
                modifications and replacements.

       8.4.10. Drawings, as available (may include mechanical, plumbing, electrical,
               building automation and temperature controls, structural, architectural,
               modifications and remodels).

       8.4.11. Original construction submittals and factory data (specifications, pump
               curves, etc.), as available.

       8.4.12. Operating engineer logs, maintenance work orders, etc., as available.

       8.4.13. Records of maintenance expenditures on energy-using equipment, including
               service contracts.

       8.4.14. Prior energy audits or studies, if any.

8.5.   UMC agrees to work diligently to furnish the ESCO, upon request, accurate and
       complete data and information as available. Where information is not available from
       UMC, the ESCO will make a diligent effort to collect such information from the facility
       inspection, staff interviews, and utility company representatives.

8.6.   The ESCO agrees to work diligently to assess validity of information provided and to
       confirm or correct the information as needed.




                                            B-9
                                                                                        EXHIBIT B
                                                                                      RFP 2009-23
                                                          PROJECT SCOPE and RELATED INFORMATION

9.   Perform a Facility Inspection.

     9.1.    Interview the facility manager, maintenance staff or others regarding:

             9.1.1.   Facility operation, including energy management procedures;

             9.1.2.   Equipment maintenance problems;

             9.1.3.   Comfort problems and requirements;

             9.1.4.   Equipment reliability;

             9.1.5.   Projected equipment needs:

             9.1.6.   Occupancy and use schedules for the facility and specific equipment; and,

             9.1.7.   Facility improvements, past and planned.

     9.2.    Inspect major energy-using equipment, including:

             9.2.1.   Lighting (indoor and outdoor);

             9.2.2.   Heating and heat distribution systems;

             9.2.3.   Cooling systems and related equipment;

             9.2.4.   Automatic temperature control systems and equipment;

             9.2.5.   Air distribution systems and equipment;

             9.2.6.   Outdoor ventilation systems and equipment;

             9.2.7.   Exhaust systems and equipment;

             9.2.8.   Hot water systems;

             9.2.9.   Electric motors, transmission and drive systems;

             9.2.10. Special systems (kitchen/dining equipment, swimming pools, laundry
                     equipment, etc.);

             9.2.11. Renewable energy systems;

             9.2.12. Other energy using systems; and,

             9.2.13. Water consuming systems (restroom fixtures, water fountains, irrigation
                     systems, etc.).

     9.3.    Perform "late-night" surveys outside of normal business hours or on weekends to
             confirm building system and occupancy schedules and utilization, as deemed
             necessary.

     9.4.    Develop a preliminary list of potential energy, water, and maintenance saving
             measures. Consider the following for each system:

             9.4.1.   Comfort and maintenance problems;

             9.4.2.   Energy use, loads, proper sizing, efficiencies and hours of operation;



                                                 B-10
                                                                                          EXHIBIT B
                                                                                        RFP 2009-23
                                                            PROJECT SCOPE and RELATED INFORMATION


              9.4.3.   Current operating condition;

              9.4.4.   Remaining useful life;

              9.4.5.   Feasibility of system replacement;

              9.4.6.   Hazardous materials and other environmental concerns;

              9.4.7.   UMC‟s future plans for equipment replacement or Building renovations;

              9.4.8.   Facility operation and maintenance procedures that could be affected; and,

              9.4.9.   Recommissioning of systems or equipment as opposed to replacement.

      9.5.    UMC will allow the ESCO reasonable access to facility staff to ensure understanding
              of existing systems and opportunities. Questions will not be directed to UMC staff,
              but will be directed to UMC's Contracts Management Office. Directing questions to
              facility staff without the Contracts Management Office designated individual being
              present may be grounds for disqualification.

      9.6.    The ESCO agrees to work diligently to assess validity of information provided and to
              confirm or correct the information as needed.

10.   Establish Base Year Consumption and Reconcile with End Use Consumption Estimates

      10.1.   Examine utility bills for the past three (3) years and establish base year consumption
              for electricity, gas, steam, water, etc. in terms of energy units (kWh, kW, ccf,
              Therms, gallons, or other units used in bills) and in terms of dollars and in terms of
              dollars per square foot. Describe the process used to determine the base year
              (averaging, selecting most representative contiguous 12 months, etc.). Consult with
              facility personnel to account for any anomalous schedule or operating conditions on
              billings that could skew the base year representation. The ESCO will account for
              periods of time when equipment was broken or malfunctioning in calculating the
              base year.

      10.2.   Estimate loading, usage and/or hours of operation for all major end uses of total
              facility consumption including, but not limited to:

              10.2.1. Lighting

              10.2.2. Heating

              10.2.3. Cooling

              10.2.4. HVAC motors (fans and pumps)

              10.2.5. Plug loads

              10.2.6. Kitchen equipment

              10.2.7. Other/miscellaneous

                       Where loading or usage are highly uncertain (including variable
                       loads such as cooling), the ESCO will use its best judgment, spot
                       measurements or short-term monitoring. The ESCO should not
                       assume that equipment run hours equal the operating hours of the
                       building(s) or facility staff estimates.



                                                  B-11
                                                                                          EXHIBIT B
                                                                                        RFP 2009-23
                                                            PROJECT SCOPE and RELATED INFORMATION


      10.3.   Reconcile annual end-use estimated consumption with the annual base year
              consumption. This reconciliation will place reasonable “real-world” limits on potential
              savings.

      10.4.   Propose adjustments to the baseline for energy and water saving measures that will
              be implemented in the future and that will remain separate from the Savings
              Performance Contract.

11.   Develop a Preliminary Analysis of Potential Operational, Energy, Water, and/or Operational
      Saving Measures (ECMs)

      11.1.   This list shall be compiled and submitted to UMC according to the schedule listed in
              Section 7.2.

              11.1.1. List all potential opportunities, whether cost-effective or not.

              11.1.2. Identify measures which appear likely to be cost effective and, therefore,
                      warrant detailed analysis. Explain for those ECMs that appear to not be
                      cost effective why they were found to not be cost effective and what would
                      be required to make them a part of the Project.

              11.1.3. For each measure, prepare a preliminary estimate of energy or water cost
                      savings including description of analysis methodology, supporting
                      calculations and assumptions used to estimate savings.

12.   Meet with UMC to Present Preliminary Findings

      12.1.   Meet with UMC, to present preliminary findings prior to the more thorough analysis.
              Describe how the projected project economics meet UMC‟s terms for completing the
              Financial-grade Operational Audit and the Project Development Contract. Discuss
              assessment(s) of energy and water use, savings potential, retrofit opportunities, and
              potential for developing an energy savings performance contract. Develop a list of
              recommended measures for further analysis. UMC‟s rejection of calculations of
              savings, potential savings allowed, or retrofit recommendation shall be at the risk of
              the ESCO.

13.   Analyze Savings and Costs for Each Energy, Water, and/or Operational Saving Measure
      (ECM)

      13.1.   Consider technologies in a comprehensive approach including, but not limited to:
              lighting systems, heating/ventilating/air conditioning equipment and distribution
              systems, controls systems, building envelope, motors, kitchen equipment,
              recommissioning, renewable energy systems or other special equipment, irrigation,
              and/or water saving devices. Proposals should explain how renewable energy
              credits will be handled.

      13.2.   Follow the methodology of ASHRAE or other nationally-recognized authority and be
              based on the engineering principle(s) identified in the description of the retrofit
              option.

      13.3.   Utilize assumptions, projections, and baselines which best represent the true value
              of future energy or operational savings. Include accurate marginal costs for each
              unit of savings at the time the audit is performed, documentation of material and
              labor cost savings, adjustments to the baseline to reflect current conditions at the
              facility, calculations which account for the interactive effects of the recommended
              measures.




                                                  B-12
                                                                                            EXHIBIT B
                                                                                          RFP 2009-23
                                                              PROJECT SCOPE and RELATED INFORMATION

      13.4.    Use best judgment regarding the employment of instrumentation and recording
               durations so as to achieve an accurate and faithful characterization of energy use.

      13.5.    Reflect all markups and fees where applicable in all cost estimates.

      13.6.    Develop a preliminary measurement and verification plan for each measure.

      13.7.    Follow additional guidelines for analysis and report preparation given below.

14.   Prepare a Draft Financial-Grade Operational Audit Report

      The primary purpose of the 'draft' report is to provide an engineering and economic basis for
      negotiating a potential Savings Performance Contract between UMC and the ESCO. The
      report shall be completed according to the schedule in Exhibit B, Section 24, unless a longer
      period is negotiated with UMC. The report shall include, but not be limited to:

      14.1.    Overview

               14.1.1. ESCO Contact information

               14.1.2. Summary table of recommended energy, water, and maintenance saving
                       measures; with an itemization, for each measure, of the associated design
                       and construction costs, the annual maintenance costs, the first year cost
                       avoidance (in dollars and energy units), the simple projected payback, and
                       the respective equipment service life.

               14.1.3. Summary of annual energy use and costs of existing or the base year
                       condition.

               14.1.4. Calculation of cost savings expected if all recommended measures are
                       implemented. Include the total percentage savings.

               14.1.5. Description of the existing facility's mechanical, electrical, and security
                       systems.

               14.1.6. Summary description of measures, including estimated costs and savings
                       for each as detailed above.

               14.1.7. Describe any and all „life-cycle‟ replacement approaches.

               14.1.8. Detailed discussion of measures considered but not investigated.

               14.1.9. Assumptions and/or any special considerations made in completing the
                       audit.

               14.1.10.Conclusions and recommendations.

      14.2.    Base Year Energy Use.

               14.2.1. Description and itemization of current billing rates, including schedules.

               14.2.2. Summary of all utility bills.

               14.2.3. Base year consumption and description of how established.

               14.2.4. End use reconciliation with base year (include discussion of any unusual
                       findings).




                                                       B-13
                                                                                    EXHIBIT B
                                                                                  RFP 2009-23
                                                      PROJECT SCOPE and RELATED INFORMATION

        14.2.5. Anticipated utility rate escalation (if any) and/or operating cost increases.

14.3.   Full Description of each Energy and Water Saving Measure, broken down by
        building, including:

        14.3.1. Written description

                a.       Existing conditions.

                b.       Recommendations. Include discussion of facility operations and
                         maintenance       procedures  that   will  be    affected    by
                         installation/implementation. Present the plan for installing or
                         implementing the recommendation.

        14.3.2. Savings calculations

                a.       Base year energy use and cost.

                b.       Post-retrofit energy use and cost.

                c.       Savings estimates including analysis methodology,         supporting
                         calculations and assumptions used.

                d.       Annual savings estimates. The cost savings for all energy saving
                         measures must be estimated for each year during the contract
                         period. Savings must be able to be achieved each year (do not
                         report average annual savings over the term of the contract).

                e.       Savings estimates must be limited to savings allowed by UMC as
                         described above.

                f.       Percent cost-avoidance projected.

                g.       Description and calculations for any proposed rate changes.

                h.       Explanation of how savings interactions between retrofit options are
                         accounted for in calculations.

                i.       Operation and maintenance savings, including detailed calculations
                         and description. Ensure that maintenance savings are only applied
                         in the applicable years and only during the lifetime of the particular
                         equipment (unless life-cycle replacement is part of the Project).

                j.       If computer simulation is used, include a short description of the
                         simulation, its parameters, and state the key input data required. If
                         requested by UMC, access will be provided to the program and all
                         assumptions and inputs used, and/or printouts shall be provided of
                         all input files and important output files and included in the
                         Financial-grade Operational Audit with documentation that explains
                         how the final savings figures are derived from the simulation
                         program output printouts.

                k.       If manual calculations are employed, formulas, assumptions and
                         key data shall be explicitly and thoroughly presented and discussed.

                l.       Conclusions, observations, caveats, and any exceptions will be
                         discussed.




                                            B-14
                                                                                          EXHIBIT B
                                                                                        RFP 2009-23
                                                            PROJECT SCOPE and RELATED INFORMATION

              14.3.3. Cost estimate -- detailed scope of the construction work needed, suitable for
                      cost estimating. Include all anticipated costs associated with installation and
                      implementation.

                      a.       Engineering/design costs

                      b.       Contractor/ESCO estimates for labor, materials, equipment; include
                               special provisions, overtime, etc., as needed to accomplish the
                               work with minimum disruption to the operations of the Building and
                               its occupants.

                      c.       Permit costs with a breakout associated for each permit.

                      d.       Construction management fees, with detailed explanations.

                      e.       Environmental costs or benefits (disposal, avoided emissions,
                               handling of hazardous materials, etc.).

                      f.       Since this is an open book solicitation, the ESCO shall reflect the
                               maximum markups on subcontractor costs in their proposal. Note
                               that all markups and fees established and approved as part of this
                               Contract shall be used in the cost estimates, unless otherwise
                               documented and justified due to future change in scope or size of
                               the Project or other unforeseen circumstances.

                      g.       Conclusions, observations, caveats, and exceptions.

                      h.       Other cost categories as defined above under “Mark-up Costs and
                               Fees” in Section 5.2 below.

              14.3.4. Other

                      a.       Estimate of average useful service life of equipment.

                      b.       Preliminary commissioning plan.

                      c.       Preliminary measurement and verification plan, explaining how
                               savings from each measure is to be measured and verified
                               (stipulated by Contract, utility bill analysis, end-use measurement
                               and calculation, etc.).

                      d.       Discussion of impacts that the facility would incur after the Contract
                               ends. Consider operation and maintenance impacts, staffing
                               impacts, budget impacts, and changes in operational use.

                      e.       Compatibility with existing systems.

              14.3.5. Complete appendices that document the data used to prepare the analyses.
                      Describe how data were collected.

15.   Meet with UMC Representatives

      Meet with UMC representatives, upon approval of the Contracts Management Office‟s point
      of contact, and revise Audit as directed by UMC.

16.   Prepare Proposed Project Development Report

      16.1.   Prepare a proposed Project Development Report in anticipation of the ESCO and



                                                  B-15
                                                                                          EXHIBIT B
                                                                                        RFP 2009-23
                                                            PROJECT SCOPE and RELATED INFORMATION

              UMC entering into a Savings Performance Contract to design, install, and monitor
              the operational, energy, water, and maintenance saving measures proposed in the
              Financial-grade Operational Audit.

      16.2.   Project Cost is the total amount that UMC will pay for the Project and the ESCO‟s
              services. Costs must be consistent with maximum mark-ups and fees established
              above. Costs may include but are not limited to:

              16.2.1. Engineering, designing, packaging, procuring, installing (from Financial-
                      grade Operational Report results);

              16.2.2. Financing (based on interest rates likely available to UMC at the time);

              16.2.3. Performance/payment bond costs;

              16.2.4. Construction management fees;

              16.2.5. Commissioning costs;

              16.2.6. Maintenance fees;

              16.2.7. Monitoring fees;

              16.2.8. Training fees;

              16.2.9. Legal services;

              16.2.10.Overhead and profit; and,

              16.2.11.Other mark-ups, as appropriate and agreed to.

      16.3.   Include a List of Services that will be provided as related to each cost.

17.   Prepare Preliminary Analysis of Operational/Energy Performance Contract Terms

      To include:

      17.1.   List of energy/operational saving measures included in recommended package;

      17.2.   Interest rate used in the analysis;

      17.3.   Expected contract term (in number of years);

      17.4.   Analysis of annual cash flow for UMC during the contract term;

      17.5.   Explanation of how savings will be calculated and adjusted due to weather (such as
              heating or cooling degree days), occupancy changes or other factors.

      17.6.   Assumptions made and/or exceptions taken.

COST & PRICING

18.   Cost of Audit

      18.1.   Describe your approach to auditing the Buildings. Ensure that your approach is
              consistent with the approach and requirements included in the Scope of Work,
              unless exceptions are noted in Attachment C-1.




                                                    B-16
                                                                                             EXHIBIT B
                                                                                           RFP 2009-23
                                                               PROJECT SCOPE and RELATED INFORMATION

      18.2.   Provide the total fixed cost of the Financial-grade Operational Audit.

      18.3.   Provide the cost per square foot of the audit.

19.   Mark-up Costs and Fees

      19.1.   Provide mark-ups for each category you use in your pricing structure. (Categories
              may include, but are not limited to: overhead, profit, mark-ups on subcontractors,
              equipment/supplies/rentals, self-performed work, design, construction management,
              warrantee, commissioning, measurement and verification, contingency, training, or
              any other mark-up category used by the ESCO.) (The ESCOs will further qualify
              these mark-ups in the “Best Value” section below.)

      19.2.   These mark-up costs are disclosed to provide UMC with typical project costing
              approach for a project of similar scope and size. These rates will be used in the
              Financial-grade Operational Audit and subsequent Operational Savings Performance
              Contract; however, scope and size of project may change and necessitate a change
              in the mark-ups provided below. Final mark-ups will be negotiated by the Parties as
              part of the Contract negotiations.

      19.3.   Bonds, permits, and insurance are considered “pass-through” costs, and as such are
              not subject to any mark-up.

                               Cost category                                       %

                                 Overhead                                 __________________
                                 Profit                                   __________________
                                 Other:                                   __________________

                               __________________                         __________________
                               _________________                          __________________
                               __________________                         __________________

      19.4.   To clarify the use of these markups, describe how each markup is applied and when
              it is used.

      19.5.   Include two actual project examples to show how each of the markups are applied:
              i) a standard lighting upgrade and ii) typical boiler replacement (or other large
              equipment of your choice).

      19.6.   If contingency is a category, describe how excess contingency dollars will be used
              and accounted for.

20.   Other Costs

      20.1.   Describe other costs such as maintenance and monitoring agreements and describe
              how they may be applied. Also point out if these are annual costs and if they are
              required each year of the contract.

21.   Best Value

      21.1.   Describe how your approach to performance contracting delivers best value for the
              investment. This is an opportunity to point out how your Company may be able to
              deliver a more cost-effective overall project due to corporate structure; relationships
              with subcontractors, vendors, suppliers; depth of experience and expertise; local
              relationships and experience; experience in similar types of facilities; and/or
              knowledge of particular retrofits or other applicable technologies.



                                                  B-17
                                                                                           EXHIBIT B
                                                                                         RFP 2009-23
                                                             PROJECT SCOPE and RELATED INFORMATION

      21.2.   Describe any utility rebates or other incentives that you can potentially provide
              and/or facilitate.

22.   Open Book Pricing

      22.1.   Open book pricing is required. Describe your firm‟s approach and experience in
              providing open-book pricing. ESCOs will fully disclose all costs, including all costs
              of subcontractors and sub-tier vendors. The ESCO will maintain cost accounting
              records on authorized work performed showing actual costs for labor and materials,
              or other basis requiring accounting records. The ESCO will provide access to
              records and preserve them for a minimum of three years and for five years if any
              Federal funds are used in the Contract. The retention period runs from the date of
              payment for the relevant goods or services by UMC, or from the date of termination
              of the Contract, whichever is later. Retention time shall be extended when an audit
              is scheduled or in progress for a period reasonably necessary to complete an audit
              and/or to complete any administrative and judicial litigation which may ensue.

23.   For ease of evaluation, the proposal should be presented in a format that corresponds to and
      references sections outlined within this RFP and should be presented in the same order. Responses
      to each section and subsection should be labeled so as to indicate which item is being addressed.
      Exceptions to this will be considered during the evaluation process.

24.   If complete responses cannot be provided without referencing supporting documentation, such
      documentation must be provided with the proposal and specific references made to the tab, page,
      section and/or paragraph where the supplemental information can be found.

25.   Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of
      capabilities to satisfy the requirements of this RFP. Expensive bindings, colored displays, promotional
      materials, etc., are not necessary or desired. Emphasis should be concentrated on conformance to
      the RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of
      content.

26.   Descriptions on how any and all equipment and/or services will be used to meet the requirements of
      this RFP shall be given, in detail, along with any additional information documents that are
      appropriately marked.

27.   ESCOs utilizing an electronic copy of the RFP in order to prepare their proposals should place their
      written response in an easily distinguishable font immediately following the applicable question.

28.   For purposes of addressing questions concerning this RFP, the sole contact will be the
      individual whose name appears on the face of this RFP. Upon issuance of this RFP, other
      employees and representatives of UMC identified in the RFP will not answer questions or
      otherwise discuss the contents of this RFP with any prospective ESCOs or their
      representatives; unless so approved to do so by UMC's designee for this RFP.

29.   Any ESCO who believes proposal requirements or specifications are unnecessarily restrictive or limit
      competition may submit a request for administrative review, in writing, to the Construction
      Management Division. To be considered, a request for review must be received no later than the
      deadline for submission of questions.
30.   UMC shall promptly respond in writing to each written review request, and where appropriate, issue all
      revisions, substitutions or clarifications through a written amendment to the RFP.

31.   Administrative review of technical or contractual requirements shall include the reason for the request,
      supported by factual information, and any proposed changes to the requirements.

32.   If an ESCO changes any material RFP language, the ESCO‟s response may be deemed non-
      responsive.




                                                   B-18
                                                                                         EXHIBIT B
                                                                                       RFP 2009-23
                                                           PROJECT SCOPE and RELATED INFORMATION

33.   ESCOs are cautioned that some services may contain licensing requirement(s). ESCOs shall be
      proactive in verification of these requirements prior to proposal submittal. Proposals, which do not
      contain the requisite licensure, may be deemed non-responsive. However, this does not negate any
      applicable Nevada Revised Statute (NRS) requirements.


INSURANCE


34.   Insurance requirements are listed in Exhibit G entitled “Insurance Schedule”.




                                                 B-19
                                                                                                 EXHIBIT B
                                                                                               RFP 2009-23
                                                                   PROJECT SCOPE and RELATED INFORMATION

SUBMISSION CHECKLIST

  This checklist is provided for ESCO‟s convenience only and identifies documents that must be submitted with
  each package in order to be considered responsive. Any proposals received without these requisite documents
  may be deemed non-responsive and not considered for contract award.

   Documents to be submitted with proposal:                                                      Completed

       1. Requested number of copies of technical proposals (packaged separately, if so required). ________

       2. Requested number of copies of cost proposals (packaged separately, if so required).    ________

       3. The RFP ‘CONFIRMATION FORM’ is completed, signed, and returned.                       _________

       4. Primary ESCO Attachment C-1 signed with confidentiality and exceptions noted.         _________

       5. Subcontractor Attachment C-1 signed with confidentiality and exceptions noted.        _________

       6. Primary ESCO Information provided.                                                    _________

       7. "Named" Subcontractor Information provided (if applicable).                           _________

       8. Reference forms sent out for Primary ESCO.                                            _________

       9. Reference forms sent out for 'named" Subcontractors (if applicable).                  _________

       10. Verification of licensure for Primary ESCO (if applicable).                          _________

       11. Verification of licensure for Subcontractors (if applicable).                        _________

       12. Certificate of Insurance.                                                            _________

       13. Other                                                                                _________


                                                                                                _________




                                                        B-20
                                                                                      EXHIBIT C
                                                                                    RFP 2009-23
                                                            COMPANY BACKGROUND and REFERENCES



                                          Exhibit C
                     COMPANY BACKGROUND AND REFERENCES

1.   PRIMARY ESCO INFORMATION
     1.1.  The ESCOs must provide a Company profile. Information provided shall include:

            1.1.1.   Company ownership. If incorporated, the State in which the company is incorporated
                     and the date of incorporation. An out-of-state ESCO must become duly qualified to
                     do business in the State of Nevada before a contract can be executed.

            1.1.2.   Disclosure of any alleged significant prior or ongoing contract failures, contract
                     breaches, any civil or criminal litigation or investigation pending which involves the
                     ESCO or in which the ESCO has been judged guilty or liable.

            1.1.3.   Location(s) of the company offices and location of the office servicing any Nevada
                     account(s).

            1.1.4.   Number of employees both locally and nationally.

            1.1.5.   Location(s) from which employees will be assigned.

            1.1.6.   Name, address and telephone number of the ESCO‟s point of contact (POC) for a
                     contract resulting from this RFP.

            1.1.7.   Company background/history and why the ESCO is qualified to provide the services
                     described in this RFP.

            1.1.8.   Length of time the ESCO has been providing services described in this RFP to the
                     public and/or private sector and/or the Federal Government. Please provide a
                     brief description.

            1.1.9.   Has the contractor ever been engaged under contract by the University Medical
                     Center?
                     [ ] Yes [ ] No

                     If “Yes,” specify when, for what duties, and for which project?

            1.1.10. Is the contractor or any of the contractor‟s employees employed by the University
                    Medical Center any of its political subdivisions or by any other government?

                     [ ] Yes [ ] No

                     If “Yes,” is that employee planning to render services while on annual leave,
                     compensatory time, sick leave, or on his own time?

            1.1.11. The ESCO‟s Dun and Bradstreet number.

            1.1.12. Resumes for key staff to be responsible for performance of any contract resulting
                    from this RFP.

            1.1.13. A list of savings performance contracts or similar projects accomplished in the past
                    five (5) years.




                                                 C-1
                                                                                        EXHIBIT C
                                                                                      RFP 2009-23
                                                              COMPANY BACKGROUND and REFERENCES


2.   REFERENCES

     The ESCOs should provide a minimum of three (3) references from similar savings
     performance contract projects performed for private, State and/or large local
     government clients within the last three years.         ESCOs are required to submit
     Attachment B, Reference Form to the business references they list. The business references
     must submit the Reference Form directly to UMC's Contracts Management Office‟s
     designee. It is the ESCO‟s responsibility to ensure that the completed forms are
     received by UMC's Contracts Management Office on or before the proposal
     submission deadline for inclusion in the evaluation process. Business References
     that are not received, or are not complete, may adversely affect the ESCO‟s score in
     the evaluation process. UMC's Contracts Management Office or other UMC Staff may
     contact any or all business references for validation of information submitted.

     2.1.    Client name;

     2.2.    Project description (to include project cost);

     2.3.    Project dates (starting and ending);

     2.4.    Technical environment; (i.e., Software applications, Internet capabilities, Data
             communications, Network, Hardware);

     2.5.    Staff assigned to the reference project that will be designated for work per this RFP; and,

     2.6.    Client project manager name, telephone number, fax number and E-mail address.

3.   SUBCONTRACTOR INFORMATION

     3.1.    A Subcontracting Plan must be included in the technical proposal. The Plan must describe
             the process used to select subcontractors; and the ESCOs are strongly encouraged to utilize
             a best value, competitive selection process when possible. The Plan should also describe
             what initiatives will be taken to include Nevada-based businesses in the competitive selection
             process

             As soon as possible, ESCOs should provide UMC's Contracts Management
             Office with a Company point of contact to be given to potential subcontractors
             who may express an interest in this Project. Please provide this information to
             the UMC Designated Contact listed on the first page of this RFP.

     3.2.    Does this proposal include the use of subcontractors?

             Yes ______     No ______          Unknown ______

                      If “Yes”, the ESCO must:

             3.2.1.   Indentify specific 'named' subcontractors and the specific requirements of this RFP
                      for which each proposed subcontractor will perform services.

             3.2.2.   Provide the same information for any proposed subcontractors as requested in the
                      Primary ESCO Information section.

             3.2.3.   Provide the same information for any proposed subcontractors as requested in the
                      Primary ESCO Information section.

             3.2.4.   Business References as specified above must be provided for any specifically
                      proposed 'named' subcontractors.


                                                  C-2
                                                                        EXHIBIT C
                                                                      RFP 2009-23
                                              COMPANY BACKGROUND and REFERENCES


3.2.5.   UMC may require that the awarded ESCO provide proof of payment to any
         subcontractors used for this Project. Proposals should include a plan by which, at
         UMC‟s request, UMC will be notified of such payments.

3.2.6.   Primary ESCO shall not allow any subcontractor to commence work until all
         insurance required of the subcontractor is provided to UMC.

3.2.7.   The ESCO must notify UMC of the intended use of any subcontractors not identified
         within their response and receive UMC's approval prior to the subcontractor
         commencing work.

3.2.8.   The ESCO is required to advise all subcontractors of the prevailing wage law
         reporting requirements. See NRS 338.020 to NRS 338.090 inclusive.




                                    C-3
                                                                                                EXHIBIT C
                                                                                           Attachment C-1
                                                                                             RFP 2009-23
                                                                                  COMPANY CERTIFICATION


                                            Attachment C-1
          CERTIFICATION OF INDEMNIFICATION AND COMPLIANCE WITH
                   TERMS AND CONDITIONS OF RFP 2009-23
                              PRIMARY ESCO
              Submitted proposals are confidential until the contract is awarded; at which time, both
              successful and unsuccessful ESCOs‟ technical and cost proposals become public
              information. In accordance with NRS §332.061, only specific parts of the proposals may be
              labeled a “trade secret” as defined in NRS §600A.030(5). In the event a governing board
              acts as the final authority, there may be public discussion regarding the submitted proposals
              that will be in an open meeting format, the proposals will remain confidential.

      This proposal contains proprietary information:         Yes_____ No_____

      By signing below, I understand it is my responsibility as the ESCO to act in protection of the labeled
           information and agree to defend and indemnify UMC for honoring such designation. I duly
           realize failure to so act will constitute a complete waiver and all submitted information will
           become public information; additionally, failure to label any information that is released by UMC
           shall constitute a complete waiver of any and all claims for damages caused by the release of
           the information.

      I have read, understand and agree to comply with the terms and conditions specified in this Request
           for Proposal. Checking “YES” indicates acceptance, while checking “NO” denotes non-
           acceptance and should be detailed below. Any exceptions MUST be documented.

      YES ______       NO _______            SIGNATURE __________________________
                                                              Primary ESCO

      EXCEPTIONS: Attach additional sheets if necessary. Please use this format.

                                       EXCEPTION SUMMARY FORM

RFP SECTION        RFP PAGE                PROPRIETARY INFORMATION AND/OR EXCEPTION
    NUMBER             NUMBER                 (PROVIDE A DETAILED EXPLANATION)




                                                      C-1-1
                                                                                     EXHIBIT C
                                                                                Attachment C-1
                                                                                  RFP 2009-23
                                                                 SUBCONTRACTOR CERTIFICATION


                      CERTIFICATION OF COMPLIANCE WITH
                        TERMS AND CONDITIONS OF RFP
                          "NAMED" SUBCONTRACTOR

    Submitted proposals are confidential until the contract is awarded; at which time, both
    successful and unsuccessful ESCOs‟ technical and cost proposals become public
    information. In accordance with NRS §332.061, only specific parts of the proposals may be
    labeled a “trade secret” as defined in NRS §600A.030(5). In the event a governing board
    acts as the final authority, there may be public discussion regarding the submitted proposals
    that will be in an open meeting format, the proposals will remain confidential.

    This proposal contains proprietary information:         Yes_____ No_____

    By signing below, I understand it is my responsibility as a named subcontractor for the
         ESCO to act in protection of the labeled information and agree to defend and indemnify
         UMC for honoring such designation. I duly realize failure to so act will constitute a
         complete waiver and all submitted information will become public information;
         additionally, failure to label any information that is released by UMC shall constitute a
         complete waiver of any and all claims for damages caused by the release of the
         information.

    I have read, understand and agree to comply with the terms and conditions specified in this
         Request for Proposal. Checking “YES” indicates acceptance, while checking “NO”
         denotes non-acceptance and should be detailed below. Any exceptions MUST be
         documented.

    YES ______       NO _______            SIGNATURE __________________________
                                                          “Named” Subcontractor

    EXCEPTIONS: Attach additional sheets if necessary. Please use this format.

                                 EXCEPTION SUMMARY FORM

RFP SECTION         RFP        PAGE         PROPRIETARY INFORMATION AND/OR EXCEPTION (
    NUMBER                NUMBER               PROVIDE A DETAILED EXPLANATION)




                                                    C-1-2
                                                                                  EXHIBIT C
                                                                             Attachment C-2
                                                                               RFP 2009-23
                                                                 REFERENCE QUESTIONNAIRE

                                    ATTACHMENT C-2

REFERENCE QUESTIONNAIRE


UMC, as a part of the RFP process, requires proposing ESCOs to submit a minimum of
three (3) business references as required within this document. The purpose of these
references is to document the experience relevant to the scope of work and provide
assistance in the evaluation process.

The proposing ESCO is required to send the following reference form to each business
reference listed. The business reference, in turn, is requested to submit the Reference
Form directly to the University Medical Center, by the date indicated on the form for inclusion
in the evaluation process. The form and information provided will become a part of the
submitted proposal. The business reference may be contacted for validation of the
response.




                                                 C-2-1
                                                                                                       EXHIBIT C
                                                                                                  Attachment C-2
                                                                                                    RFP 2009-23
                                                                                      REFERENCE QUESTIONNAIRE

     RFP 2009-23 – UNIVERSITY MEDICAL CENTER MEDICAL CAMPUS PERFORMANCE
                         CONTRACT FOR ENERGY COST SAVINGS
                            REFERENCE QUESTIONNAIRE
                                       FOR:


                                   (Name of company requesting reference)

This form is being submitted to your Company for completion as a business reference for the company
listed above. This form is to be returned to the University Medical Center, Contracts Management Office,
via facsimile at (702) 383-2609 or E-mail at jim.haining@umcsn.com, no later than December 22, 2009,
and must not be returned to the company requesting the reference.

For questions or concerns regarding this form, please contact the University Medical Center Contracts
Management Office, by telephone at (702) 383-3606, or by E-mail at jim.haining@umcsn.com. When
contacting us, please be sure to include the Request for Proposal title listed at the top of this page.
                                CONFIDENTIAL INFORMATION WHEN COMPLETED

Company providing
   reference:
 Contact name and title/position
     Contact telephone number
      Contact e-mail address



QUESTIONS:

1.      In what capacity have you worked with this Company in the past? If the Company was under a
        performance-based energy savings contract, please acknowledge and explain briefly whether or
        not the contract was successful.
              COMMENTS:




2.      How would you rate this Company's knowledge and expertise?
            (3 = Excellent; 2 = Satisfactory; 1 = Unsatisfactory; 0 = Unacceptable)
            COMMENTS:




3.      How would you rate the Company's flexibility relative to changes in the project scope and
        timelines?
         (3 = Excellent; 2 = Satisfactory; 1 = Unsatisfactory; 0 = Unacceptable)
              COMMENTS:




                                                       C-2-2
                                                                                                      EXHIBIT C
                                                                                                 Attachment C-2
                                                                                                   RFP 2009-23
                                                                                     REFERENCE QUESTIONNAIRE



4.      What is your level of satisfaction with hard-copy      produced by the Company?
         (3 = Excellent; 2 = Satisfactory; 1 = Unsatisfactory; 0 = Unacceptable)
     COMMENTS:




5.       How would you rate the dynamics/interaction between the Company and your staff?
          (3 = Excellent; 2 = Satisfactory; 1 = Unsatisfactory; 0 = Unacceptable)
              COMMENTS:




6.        Who were the Company‟s principal representatives involved in your project and how would you
          rate them individually? Would you comment on the skills, knowledge, behaviors or other factors
          on which you based the rating?
     (3 = Excellent; 2 = Satisfactory; 1 = Unsatisfactory; 0 = Unacceptable)

     Name:                                                     Rating:
     Name:                                                     Rating:
     Name:                                                     Rating:
     Name:                                                     Rating:
              COMMENTS:




7.       With which aspect(s) of this Company's services are you most satisfied?
         COMMENTS:




8.       With which aspect(s) of this Company's services are you least satisfied?
         COMMENTS:




9.       Would you recommend this Company's services to your organization again?
             COMMENTS:

                                                       C-2-3
                                                                                                          EXHIBIT D
                                                                                                        RFP 2009-23
                                                                                             FACILITY INFORMATION


                                                   EXHIBIT D

                                            FACILITY INFORMATION


This information is provided to inform the ESCO about the facilities involved in this RFP.


    Buildings:             See CDs & UMC website [www.umcsn.com]
    Location:              UMC Medical Campus
    Size:                  1 Million Sq Ft
    Year Completed:          Various

    Energy, Water/Sewer and Waste Disposal Cost Information: See CDs

    Operating Information
        Generally 24 hours per day / 7 days per week

    NOTE: Facility and Utilities Data to be provided at/or before the Pre-Proposal
    Conference, December 2, 2009.

               FACILITY DESCRIPTIONS

                           TRAUMA CENTER BUILDING

                                  5-Story // 60 Beds
                                  104,000 sf
                                  Built in 1992

                            ER BUILDING

                                  35,000 sf
                                  36 Beds
                                  Built in 1999

                            1000 BUILDING

                                  5 Story // 81 Beds
                                  127,000 sf
                                  Built in 2007

                            CENTRAL PLANT FACILITY

                                  Renovated & Expanded in 1999




                                                        D-1
                                                                                                          EXHIBIT E
                                                                                                       RFP 2009-23
                                                                                     SITE VISIT REGISTRATION FORM


                                             EXHIBIT E
                                 SITE VISIT REGISTRATION FORM


                                    FAX TO:       (702) 383-2609


                                     SITE VISIT REGISTRATION

                              for ESCOs Responding to RFP 2009-23 for

                    UNIVERSITY MEDICAL CENTER MEDICAL CAMPUS
                 PERFORMANCE CONTRACT FOR ENERGY COST SAVINGS



The University Medical Center invites you to attend a tour of facilities prior to responding to the Request
    for Proposal. This site visit is mandatory to be considered competitive for this RFP.


DATE:                  December 2, 2009
TIME:                  10:00 a.m.
LOCATION:              University Medical Center Campus
                       1800 Charleston Blvd, Las Vegas, Nevada

DIRECTIONS / SPECIAL INSTRUCTIONS: Prior to visiting the four (4) facilities, all attendees of
    the Site Visit will meet in the 5th Floor Conference Room I & J, 800 Rose Street, Las Vegas,
    Nevada. All attendees will be required to sign in and receive pre-proposal information.

No follow-up tours or alternative dates for tours will be allowed unless offered to all respondents.


              Yes, we plan to attend the site visit.

         Today’s date:

         Names:

        Company Name:
         Phone Number:
         E-mail Address:




                                                        E-1
                                                                                                                                  EXHIBIT F
                                                                                                                                RFP 2009-23
                                                                                                                                   NRS 332



                                                        EXHIBIT F
                                        NRS 332.300 through NRS 332.440

                      PERFORMANCE CONTRACTS FOR OPERATING COST-SAVINGS
                                        MEASURES

   NRS 332.300 Definitions. As used in NRS 332.300 to 332.440, inclusive, unless the context otherwise requires, the words
and terms defined in NRS 332.310 to 332.350, inclusive, have the meanings ascribed to them in those sections.
   (Added to NRS by 2003, 3049)

    NRS 332.310 “Building” defined. “Building” means any structure, building or facility, including any equipment, furnishings
or appliances within the structure, building or facility, that is owned or operated by a local government. The term includes, without
limitation, occupied and unoccupied structures, buildings and facilities, and any other improvements owned or operated by a local
government that incur operating costs.
    (Added to NRS by 2003, 3049)

    NRS 332.320 “Operating cost savings” defined. “Operating cost savings” means any expenses that are eliminated or
avoided on a long-term basis as a result of the installation or modification of equipment, or services performed by a qualified
service company. The term does not include any savings that are realized solely because of a shift in the cost of personnel or other
similar short-term cost savings.
    (Added to NRS by 2003, 3049)

    NRS 332.330 “Operating cost-savings measure” defined. “Operating cost-savings measure” means any improvement,
repair or alteration to a building, or any equipment, fixture or furnishing to be added or used in a building that is designed to
reduce operating costs, including those costs related to electrical energy and demand, thermal energy, water consumption, waste
disposal and contract-labor costs, and increase the operating efficiency of the building for the appointed functions that are cost-
effective. The term includes, without limitation:
    1. Procurement of low-cost energy supplies, including electricity and natural gas.
    2. Procurement of cost savings as a result of outsourcing energy needs for electrical power, heating and cooling.
    3. Operational or maintenance labor savings resulting from reduced costs for maintenance contracts as provided through
reduction of required maintenance or operating tasks, including, without limitation, replacement of filters and lighting products,
and equipment failures.
     4. Investment in equipment, products and materials, and strategies for building operation, or any combination thereof,
designed to reduce energy and other utility expenses, including, without limitation:
    (a) Costs for materials and labor required to replace old equipment with new, more efficient equipment.
    (b) Storm windows or doors, caulking or weather stripping, multiglazed windows or doors, heat-absorbing or heat-reflective
glazed or coated windows or doors, reductions in glass area, and other modifications to windows and doors that will reduce energy
consumption.
    (c) Automated or computerized energy control systems.
    (d) Replacement of, or modifications to, heating, ventilation or air-conditioning systems.
    (e) Replacement of, or modifications to, lighting fixtures.
    (f) Improvements to the indoor air quality of a building that conform to all requirements of an applicable building code.
    (g) Energy recovery systems.
    (h) Systems for combined cooling, heating and power that produce steam or other forms of energy, for use primarily within the
building or a complex of buildings.
    (i) Installation of, or modifications to, existing systems for daylighting, including lighting control systems.
    (j) Installation of, or modification to, technologies that use renewable or alternative energy sources.
    (k) Programs relating to building operation that reduce operating costs, including, without limitation, computerized programs,
training and other similar activities.
    (l) Programs for improvement of steam traps to reduce operating costs.
    (m) Devices that reduce water consumption in buildings, for lawns and for other irrigation applications.
    (n) Any additional improvements to building infrastructures that produce energy and operating cost savings, significantly
reduce energy consumption or increase the operating efficiency of the buildings for their appointed functions, provided that such
improvements comply with applicable building codes.

                                                                     F-1
                                                                                                                                 EXHIBIT F
                                                                                                                               RFP 2009-23
                                                                                                                                  NRS 332

    (o) Trash compaction and waste minimization.
    5. Investment in educational programs relating to occupational behavior that are designed to reduce the consumption of energy
or water, or both, and the generation of waste.
    (Added to NRS by 2003, 3049)

   NRS 332.340 “Performance contract” defined. “Performance contract” means a contract between a local government and a
qualified service company for the evaluation, recommendation and implementation of one or more operating cost-savings
measures.
   (Added to NRS by 2003, 3050)

    NRS 332.350 “Qualified service company” defined. “Qualified service company” means a person with a record of
established projects or a person with demonstrated technical, operational, financial and managerial capabilities to design and carry
out operating cost-savings measures and other similar building improvements, and who has the ability to secure necessary financial
measures to ensure related guarantees for operating cost savings.
    (Added to NRS by 2003, 3050)

     NRS 332.360 Purpose of contract; procedure for selection of qualified service company by local government;
operational audit required; third-party consultant.
    1. Notwithstanding any provision of this chapter and chapter 338 of NRS to the contrary, a local government may enter into a
performance contract with a qualified service company for the purchase and installation of an operating cost-savings measure to
reduce costs related to energy, water and the disposal of waste, and related labor costs. Such a performance contract may be in the
form of an installment payment contract or a lease-purchase contract. Any operating cost-savings measures put into place as a
result of a performance contract must comply with all applicable building codes.
    2. The local government shall determine those companies that satisfy the requirements of qualified service companies for the
purposes of NRS 332.300 to 332.440, inclusive. The local government shall prepare and issue a request for qualifications to not
less than three potential qualified service companies.
    3. In sending out a request for qualifications, the local government:
    (a) Shall attempt to identify at least one potential qualified service company located within this state; and
    (b) May consider whether and to what extent the companies to which the request for qualifications will be sent will use local
contractors.
    4. The local government shall use objective criteria to determine those companies that satisfy the requirements of qualified
service companies. The objective criteria for evaluation must include the following areas as substantive factors to assess the
capability of such companies:
    (a) Design;
    (b) Engineering;
    (c) Installation;
    (d) Maintenance and repairs associated with performance contracts;
    (e) Experience in conversions to different sources of energy or fuel and other services related to operating cost-savings
measures provided that is done in association with a comprehensive energy, water or waste disposal cost-savings retrofit;
    (f) Monitoring projects after the projects are installed;
    (g) Data collection and reporting of savings;
    (h) Overall project experience and qualifications;
    (i) Management capability;
    (j) Ability to access long-term financing;
    (k) Experience with projects of similar size and scope; and
    (l) Such other factors determined by the local government to be relevant and appropriate to the ability of a company to perform
the project.
 In determining whether a company satisfies the requirements of a qualified service company, the local government shall also
consider the financial health of the company as evidenced by its financial statements and ratings and whether the company holds
the appropriate licenses required for the design, engineering and construction to be completed.
    5. The local government shall compile a list of those companies that it determines satisfy the requirements of qualified service
companies. If the local government is interested in entering into a performance contract, the local government shall notify each
appropriate qualified service company and coordinate an opportunity for each such qualified service company to:
    (a) Perform a preliminary and comprehensive audit and assessment of all potential operating cost-savings measures that might
be implemented within the buildings of the local government, including any operating cost-savings measures specifically requested
by the local government; and
    (b) Submit a proposal and make a related presentation to the local government for all such operating cost-savings measures that
the qualified service company determines would be practicable to implement.
                                                                    F-2
                                                                                                                                  EXHIBIT F
                                                                                                                                RFP 2009-23
                                                                                                                                   NRS 332

    6. The local government shall:
    (a) Evaluate the proposals and presentations made pursuant to subsection 5; and
    (b) Select a qualified service company,
 pursuant to the provisions of this chapter for evaluating and awarding contracts.
    7. The qualified service company selected by the local government pursuant to subsection 6 shall prepare a financial-grade
operational audit. Except as otherwise provided in this subsection, the audit prepared by the qualified service company becomes,
upon acceptance, a part of the final performance contract and the costs incurred by the qualified service company in preparing the
audit shall be deemed to be part of the performance contract. If, after the audit is prepared, the local government decides not to
execute the performance contract, the local government shall pay the qualified service company that prepared the audit the costs
incurred by the qualified service company in preparing the audit if the local government has specifically appropriated money for
that purpose.
    8. The local government shall retain the professional services of a third-party consultant with the requisite technical expertise
to assist the local government in reviewing the operating cost-savings measures proposed by the qualified service company and
may procure sufficient funding from the qualified service company, through negotiation, to pay for the third-party consultant. Such
a third-party consultant must be certified by the Association of Energy Engineers as a “Certified Energy Manager” or hold similar
credentials from a comparable nationally recognized organization. A third-party consultant retained pursuant to this subsection
shall work on behalf of the local government in coordination with the qualified service company.
    (Added to NRS by 2003, 3051)

    NRS 332.370 Financing and structure of performance contract.
    1. A performance contract may be financed through a person other than the qualified service company.
    2. A performance contract may be structured as:
     (a) A performance contract that guarantees operating cost savings, which includes, without limitation, the design and
installation of equipment, the operation and maintenance, if applicable, of any of the operating cost-savings measures and the
guaranteed annual savings which must meet or exceed the total annual contract payments to be made by the local government,
including any financing charges to be incurred by the local government over the life of the performance contract. The local
government may require that these savings be verified annually or over a sufficient period that demonstrates savings.
    (b) A shared-savings contract which includes provisions mutually agreed upon by the local government and qualified service
company as to the negotiated rate of payments based upon operating cost savings and a stipulated maximum consumption level of
energy or water, or both energy and water, over the life of the contract.
    (Added to NRS by 2003, 3052)

     NRS 332.380 Period over which payments become due.
     1. A performance contract must provide that all payments, other than any obligations that become due if the contract is
terminated before the contract expires, must be made over time.
     2. Except as otherwise provided in this subsection, a performance contract, and the payments provided thereunder, may extend
beyond the fiscal year in which the performance contract becomes effective for costs incurred in future fiscal years. The
performance contract may extend for a term not to exceed 15 years. The length of a performance contract may reflect the useful
life of the operating cost-savings measure being installed or purchased under the performance contract.
     3. The period over which payments are made on a performance contract must equal the period over which the operating cost
savings are amortized. Payments on a performance contract must not commence until the operating cost-savings measures have
been installed by the qualified service company.
     (Added to NRS by 2003, 3053)

    NRS 332.390 Prevailing wage requirement. If a performance contract entered into pursuant to NRS 332.300 to 332.440,
inclusive, requires the employment of skilled mechanics, skilled workmen, semiskilled mechanics, semiskilled workmen or
unskilled labor to perform the performance contract, the performance contract must include a provision relating to the prevailing
wage as required pursuant to NRS 338.020 to 338.090, inclusive.
    (Added to NRS by 2003, 3053)

    NRS 332.400 Rights of local government and qualified service company if insufficient money appropriated by local
government to make payments. Notwithstanding any provision of NRS 332.300 to 332.440, inclusive, to the contrary, a
performance contract entered into pursuant to NRS 332.300 to 332.440, inclusive, must include a clause that sets out the rights of
the local government and the qualified service company if the local government does not appropriate sufficient money for
payments to be continued under the performance contract.
    (Added to NRS by 2003, 3053)



                                                                     F-3
                                                                                                                                EXHIBIT F
                                                                                                                              RFP 2009-23
                                                                                                                                 NRS 332

     NRS 332.410 Reinvestment of savings realized under contract. A local government may reinvest any savings realized
under a performance contract whenever practical into operating cost-savings measures provided the local government is satisfying
all its other obligations under the performance contract.
     (Added to NRS by 2003, 3053)

    NRS 332.420 Monitoring of cost savings attributable to operating cost-savings measures.
    1. During the term of a performance contract, the qualified service company shall monitor the reductions in energy or water
consumption and other operating cost savings attributable to the operating cost-savings measure purchased or installed under the
performance contract, and shall, at least once a year or at such other intervals specified in the performance contract, prepare and
provide a report to the local government documenting the performance of the operating cost-savings measures.
    2. A performance contract must identify the methodology that the local government will use to validate the cost savings
identified by the qualified service company.
    3. A qualified service company and the local government may agree to make modifications in the calculation of savings based
on:
    (a) Subsequent material changes to the baseline consumption of energy or water identified at the beginning of the term of the
performance contract.
    (b) A change in utility rates.
    (c) A change in the number of days in the billing cycle of a utility.
    (d) A change in the total square footage of the building.
    (e) A change in the operational schedule, and any corresponding change in the occupancy and indoor temperature, of the
building.
    (f) A material change in the weather.
    (g) A material change in the amount of equipment or lighting used at the building.
    (h) Any other change which reasonably would be expected to modify the use of energy or the cost of energy.
    (Added to NRS by 2003, 3053)

    NRS 332.430 Information concerning performance contract provided to Office of Energy. A qualified service company
shall provide to the Office of Energy within the Office of the Governor information concerning each performance contract which
the qualified service company enters into pursuant to NRS 332.300 to 332.440, inclusive, including, without limitation, the name
of the project, the local government for which the project is being carried out and the expected operating cost savings. The Office
of Energy may report any energy savings realized as a result of such performance contracts to the United States Department of
Energy pursuant to 42 U.S.C. § 13385.
    (Added to NRS by 2003, 3054)

    NRS 332.440 Financial mechanisms to guarantee operational cost savings are realized. A performance contract must
include appropriate financial mechanisms determined to be necessary by the city or county treasurer, as appropriate, to guarantee
that operating cost savings are realized by the local government if the actual cost savings do not meet the predicted cost savings.
    (Added to NRS by 2003, 3054)




                                                                    F-4
                                                                                                                     EXHIBIT G
                                                                                                                   RFP 2009-23
                                                                                                      INSURANCE REQUIREMENTS


                                                         EXHIBIT G
                                             INSURANCE REQUIREMENTS
TO ENSURE COMPLIANCE WITH THE CONTRACT DOCUMENT, CONTRACTOR SHOULD FORWARD THE FOLLOWING
    INSURANCE CLAUSE AND SAMPLE INSURANCE FORM TO THEIR INSURANCE AGENT PRIOR TO PROPOSAL
    SUBMITTAL.

Format/Time: The Contractor shall provide Owner with Certificates of Insurance, per the sample format (page B-3), for coverages as
listed below, and endorsements affecting coverage required by this Contract within 10 calendar days after the award by OWNER.
All policy certificates and endorsements shall be signed by a person authorized by that insurer and who is licensed by the State of
Nevada in accordance with NRS 680A.300. All required aggregate limits shall be disclosed and amounts entered on the Certificate
of Insurance, and shall be maintained for the duration of the Contract and any renewal periods.

Owner Coverage: OWNER, its officers and employees must be expressly covered as additional insureds except on workers'
compensation and professional liability insurance coverages. The Contractor's insurance shall be primary as respects OWNER, its
officers and employees.

Endorsement/Cancellation: The Contractor's general liability insurance policy shall be endorsed to recognize specifically the
Contractor‟s contractual obligation of additional insured to Owner. All policies must note that OWNER will be given thirty (30)
calendar days advance notice by certified mail “return receipt requested” of any policy changes, cancellations, or any erosion of
insurance limits.

Deductibles: All deductibles and self-insured retentions shall be fully disclosed in the Certificates of Insurance and may not exceed
$25,000.

Aggregate Limits: If aggregate limits are imposed on bodily injury and property damage, then the amount of such limits must not be
less than $2,000,000.

Commercial General Liability: Subject to Paragraph 6 of this Exhibit, the Contractor shall maintain limits of no less than $1,000,000
combined single limit per occurrence for bodily injury (including death), personal injury and property damages. Commercial general
liability coverage shall be on a “per occurrence” basis only, not “claims made,” and be provided either on a Commercial General
Liability or a Broad Form Comprehensive General Liability (including a Broad Form CGL endorsement) insurance form.

Automobile Liability: Subject to Paragraph 6 of this Exhibit, the Contractor shall maintain limits of no less than $1,000,000 combined
single limit per occurrence for bodily injury and property damage to include, but not be limited to, coverage against all insurance
claims for injuries to persons or damages to property which may arise from services rendered by Contractor and any auto used for
the performance of services under this Contract.

Workers' Compensation: The Contractor shall obtain and maintain for the duration of this contract, a work certificate and/or a
certificate issued by an insurer qualified to underwrite workers‟ compensation insurance in the State of Nevada, in accordance with
Nevada Revised Statutes Chapters 616A-616D, inclusive, provided, however, a Contractor that is a Sole Proprietor shall be required
to submit an affidavit (Attachment 1) indicating that the Contractor has elected not to be included in the terms, conditions and
provisions of Chapters 616A-616D, inclusive, and is otherwise in compliance with those terms, conditions and provisions.

Failure To Maintain Coverage: If the Contractor fails to maintain any of the insurance coverages required herein, Owner may
withhold payment, order the Contractor to stop the work, declare the Contractor in breach, suspend or terminate the Contract, assess
liquidated damages as defined herein, or may purchase replacement insurance or pay premiums due on existing policies. Owner
may collect any replacement insurance costs or premium payments made from the Contractor or deduct the amount paid from any
sums due the Contractor under this Contract.

Additional Insurance: The Contractor is encouraged to purchase any such additional insurance as it deems necessary.

Damages: The Contractor is required to remedy all injuries to persons and damage or loss to any property of Owner, caused in whole
or in part by the Contractor, their subcontractors or anyone employed, directed or supervised by Contractor.

Cost: The Contractor shall pay all associated costs for the specified insurance. The cost shall be included in the price(s).

Insurance Submittal Address: All Insurance Certificates requested shall be sent to the University Medical Center of Southern
Nevada, Attention: Contracts Management. See the Submittal Requirements Clause in the RFP package for the appropriate mailing
address.
                                                                 G-1
                                                                                                                EXHIBIT G
                                                                                                              RFP 2009-23
                                                                                                 INSURANCE REQUIREMENTS


Insurance Form Instructions: The following information must be filled in by the Contractor‟s Insurance Company representative:

        1)       Insurance Broker‟s name, complete address, phone and fax numbers.

        2)       Contractor‟s name, complete address, phone and fax numbers.

        3)       Insurance Company‟s Best Key Rating

        4)       Commercial General Liability (Per Occurrence)
        (A)      Policy Number
        (B)      Policy Effective Date
        (C)      Policy Expiration Date
        (D)      General Aggregate ($2,000,000)
        (E)      Products-Completed Operations Aggregate ($2,000,000)
        (F)      Personal & Advertising Injury ($1,000,000)
        (G)      Each Occurrence ($1,000,000)
        (H)      Fire Damage ($50,000)
        (I)      Medical Expenses ($5,000)

        5)       Automobile Liability (Any Auto)
        (J)      Policy Number
        (K)      Policy Effective Date
        (L)      Policy Expiration Date
        (M)      Combined Single Limit ($1,000,000)

        6)       Worker‟s Compensation

        7)       Description: Number and Name of Contract (must be identified on the initial insurance form and each renewal
                 form).

        8)       Certificate Holder:

                 University Medical Center of Southern Nevada
                 c/o Contracts Management
                 1800 West Charleston Boulevard
                 Las Vegas, Nevada 89102

             THE CERTIFICATE HOLDER, UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA, MUST BE NAMED AS AN
                  ADDITIONAL INSURED.

        9)       Appointed Agent Signature to include license number and issuing state




                                                              G-2
                                                                                                                                        ISSUED DAY (MM/DD/YY)
CERTIFICATE OF INSURANCE
PRODUCER                                                        THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS
                                                                       UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
                                                                       ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURANCE BROKER‟S NAME
      ADDRESS                                                   COMPANIES AFFORDING COVERAGE
      PHONE & FAX NUMBERS
                                                                COMPANY
                                                                LETTER           A
INSURED                                                         COMPANY
                                                                LETTER           B
INSURED‟S NAME                                                  COMPANY
      ADDRESS                                                   LETTER           C
      PHONE & FAX NUMBERS                                       COMPANY
                                                                LETTER           D
                                                                COMPANY
                                                                LETTER           E
COVERAGES
     THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,
             NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY
             BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND
             CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.


       O
     TYPE OF INSURANCE                        POLICY NUMBER     POLICY EFFECTIVE     POLICY             LIMITS
       T                                                        DATE (MM/DD/YY)             EXPIRATIO
       R                                                                                    N
                                                                                     DATE (MM/DD/YY)

     GENERAL LIABILITY
       .                                                (A)          (B)                      (C)       GENERAL AGGREGATE               $(D)       2,000,000

           COMMERCIAL GENERAL LIABILITY                                                                 PRODUCTS-COMP/OP AGG.           $(E)       2,000,000

               CLAIMS MADE         OCCUR.                                                               PERSONAL & ADV. INJURY          $(F)       1,000,000

           OWNER'S & CONTRACTOR'S PROT.                                                                 EACH OCCURRENCE                 $(G)       1,000,000

           UNDERGROUND EXPLOSION & COLLAPSE                                                             FIRE DAMAGE (Any one fire)      $(H)       50,000

           INDEPENDENT CONTRACTOR                                                                       MED. EXPENSE (Any one person)   $(I)       5,000

     AUTOMOBILE LIABILITY
       .                                                (J)          (K)                      (L)                                       $(M)       1,000,000
                                                                                                        COMBINED SINGLE LIMIT
           ANY AUTO

           ALL OWNED AUTOS                                                                                                              $
                                                                                                        BODILY INJURY (Per person)
           SCHEDULED AUTOS

           HIRED AUTOS                                                                                                                  $
                                                                                                        BODILY INJURY (Per accident)
           NON-OWNED AUTOS

           GARAGE LIABILITY                                                                                                             $
                                                                                                        PROPERTY DAMAGE

     EXCESS LIABILITY                                                                                   EACH OCCURRENCE                 $

           UMBRELLA FORM                                                                                AGGREGATE                       $

           OTHER THAN UMBRELLA FORM

       .                                                                                                         STATUTORY LIMITS

     WORKER'S COMPENSATION                                                                              EACH ACCIDENT                   $

                                                                                                        DISEASECPOLICY LIMIT            $

                                                                                                        DISEASECEACH EMPLOYEE           $

            PROFESSIONAL LIABILITY                                                                      AGGREGATE       $



7.          DESCRIPTION OF CONTRACT: NUMBER AND NAME OF CONTRACT

8.          CERTIFICATE HOLDER                                  CANCELLATION

UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA                    SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE
1800 WEST CHARLESTON BOULEVARD                                  EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE
                                                                      TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
LAS VEGAS, NV 89102

The Certificate Holder is named as an additional insured.       9.           APPOINTED AGENT SIGNATURE
                                                                             INSURER LICENSE NUMBER _________________________
                                                                             ISSUED BY STATE OF _______________________________



                                                                 EXHIBIT H
                                                                           G-3
                                                                                                           EXHIBIT H
                                                                                                         RFP 2009-23
                                                                                         SUBCONTRACTOR INFORMATION


                                      SUBCONTRACTOR INFORMATION
DEFINITIONS

MINORITY OWNED BUSINESS ENTERPRISE (MBE): An independent and continuing Nevada business for profit which performs a
    commercially useful function and is at least 51% owned and controlled by one or more minority persons of Black American,
    Hispanic American, Asian-Pacific American or Native American ethnicity.

WOMEN OWNED BUSINESS ENTERPRISE (WBE): An independent and continuing Nevada business for profit which performs a
   commercially useful function and is at least 51% owned and controlled by one or more women.

PHYSICALLY-CHALLENGED BUSINESS ENTERPRISE (PBE): An independent and continuing Nevada business for profit which
    performs a commercially useful function and is at least 51% owned and controlled by one or more disabled individuals
    pursuant to the federal Americans with Disabilities Act.

SMALL BUSINESS ENTERPRISE (SBE): An independent and continuing Nevada business for profit which performs a commercially
    useful function, is not owned and controlled by individuals designated as minority, women, or physically-challenged, and
    where gross annual sales does not exceed $2,000,000.

NEVADA BUSINESS ENTERPRISE (NBE): Any Nevada business which has the resources necessary to sufficiently perform
    identified County projects, and is owned or controlled by individuals that are not designated as socially or economically
    disadvantaged.

It is our intent to utilize the following MBE, WBE, PBE, SBE, and NBE subcontractors in association with this Contract:

Subcontractor Name:
Contact Person:                                          Telephone Number:
Description of Work:

Estimated Percentage of Total Dollars:
Business Type: ___ MBE ___ WBE ___ PBE ___ SBE ___ NBE



Subcontractor Name:
Contact Person:                                          Telephone Number:
Description of Work:

Estimated Percentage of Total Dollars:
Business Type: ___ MBE ___ WBE ___ PBE ___ SBE ___ NBE




□       No MBE, WBE, PBE, SBE, or NBE subcontractors will be used.




                                                   H-2
                                                                                                               EXHIBIT H
                                                                                                             RFP 2009-23
                                                                                             SUBCONTRACTOR INFORMATION


                                               DISCLOSURE OF OWNERSHIP/PRINCIPALS
Type of Business
   Individual            Partnership        Limited Liability Company          Corporation          Trust             Other

Business Designation Group (For informational purposes only)
   MBE                    WBE                 SBE                   PBE                       LBE                     NBE
Minority Business      Women-Owned         Small Business        Physically Challenged     Large Business          Nevada Business
       Enterprise          Business               Enterprise           Business                   Enterprise            Enterprise
                           Enterprise                                  Enterprise



Business Name:
(Include d.b.a., if
       applicable)
Business Address:


Business Telephone:
Business Fax:


Disclosure of Ownership and Principals:
All non-publicly traded corporate business entities must list the names of individuals holding more than five percent (5%) ownership or
       financial interest in the business entity appearing before the Board.

“Business entities” include all business associations organized under or governed by Title 7 of the Nevada Revised Statutes, including
      but not limited to private corporations, close corporations, foreign corporations, limited liability companies, partnerships, limited
      partnerships, and professional corporations.

Corporate entities shall list all Corporate Officers and Board of Directors in lieu of disclosing the names of individuals with
     ownership or financial interest. The disclosure requirement, as applied to land-use transactions, extends to the applicant and the
     landowner(s).
                       Full Name                                                                   Title




          By checking this box I certify that none of the individuals involved in this business exceed more than five percent (5%)
          ownership or financial interest.
I certify under penalty of perjury, that all of the information provided herein is current, complete, and accurate. I also understand that
        the Board will not take action on land-use approvals, contract approvals, land sales, leases or exchanges without the completed
        disclosure form.


Signature / Capacity                                           Print Name



Title                                                          Date



        Business Associate Agreement                              H- 2
        May 14, 2008

				
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