REQUEST FOR PROPOSAL

ENERGY EFFICIENCY PROGRAM EVALUATION SERVICES

RFP for Energy Efficiency Program Evaluation Services

TABLE OF CONTENTS

SECTION I INTRODUCTION 1

Project Background & Objectives 1

Preliminary Project Schedule 1

SECTION II GENERAL INSTRUCTIONS 1

Submittal Procedure 1

Proposal Format 1

Additional Information and Changes to the Detailed Scope of Work 1

RFP Terms and Conditions 1

Special Conditions and Limitations 1

Exceptions to the RFP or Terms & Conditions 1

Local Minority or Women Businesses Enterprises Participation 1

SECTION III SCOPE OF WORK 1

Detailed Scope of Work 1

Contract Term 1

Cost and Compensation 1

SECTION IV PROPOSAL OUTLINE AND CONTENT 1

SECTION V EVALUATION AND SELECTION PROCESS 1

Award of Contract 1

EXHIBITS 1

EXHIBIT A – DETAILED SCOPE OF WORK 1

EXHIBIT B – TERMS AND CONDITIONS FOR CONSULTING SERVICES 1

EXHIBIT C – SAMPLE COMPENSATION SCHEDULE 1

EXHIBIT D - SUPPLIER DIVERSITY POLICY STATEMENT AND PURCHASING GUIDELINES 1

EXHIBIT E – ALTERNATIVES & EXCEPTIONS 1

EXHIBIT F - NONDISCLOSURE AGREEMENT 1

EXHIBIT G – BID SHEET 1

RFP for Energy Efficiency Program Evaluation Services

SECTION I INTRODUCTION

Project Background & Objectives

The three natural gas utilities, Arkansas Oklahoma Gas Corporation, CenterPoint Energy Inc.,[1] and SourceGas Arkansas, Inc. (individually as “Joint Gas Utility” and collectively as the “Joint Gas Utilities”) are seeking proposals for miscellaneous consulting services for evaluation, measurement, and verification (“EM&V”) of their residential and non-residential energy efficiency (“EE”) programs.

The Joint Gas Utilities seek an experienced, motivated evaluation firm that can provide leadership and pro-active initiatives and strategies leading to supportable evaluation results and reports, with such services provided within budget. The evaluation services being sought include impact and process analyses that are specified in the Arkansas Technical Reference Manual (“TRM”) version 1.0, relating to utility EE and conservation programs.

Additional information and proposal requirements are provided in Exhibit A – Detailed Scope of Work.

Preliminary Project Schedule

Issue RFP / November 15, 2011
Close of Vendor Questions / December 5, 2011
Bids Due Date / December 12, 2011
Finalist Conference Call / January 3-6, 2012
Contract Negotiation/Execution / January 9-13, 2012
Project Implementation Begins / January 16, 2012

SECTION II GENERAL INSTRUCTIONS

Submittal Procedure

All proposals shall be submitted to . A hard copy of the proposal is not required or desired.

A completed Bid Sheet, provided wherewith as Exhibit G, must be submitted in an EXCEL format. Except as directed, Proposers are directed not to alter the form or format of the Bid Sheet. A unit cost bid (number of hours) should be entered in columns D, F, H, J, L, N, and O for each individual providing service(s) under this program. Sample Names, Titles, Hourly Rates and # of Hours have been inserted for illustrative purposes. Change the data as necessary to reflect your company’s budget/bid. Additional rows may be added as needed.

Failure to follow these directions may be grounds for disqualification. The Bid Sheet should also be included as a document in the proposal.

Note: Enter your company name in cell “A-C 2”.

Proposals must be submitted no later than 12:00 p.m. (CST), Monday, December 12, 2011, (the “Bid Due Date”).

Proposal Format

All proposals information, including sales brochures, client lists, financial information, etc., shall be submitted in an electronic format in either a WORD, pdf, tif, or similar format. Any underlying document(s) should be typewritten with an emphasis on brevity, clarity, and completeness. The proposal must follow the format outlined herein and in the Detailed Scope of Work, Exhibit A.

The proposal must be signed by individual(s) legally authorized to bind the Proposer(s) and must contain a statement that the proposal and the prices contained therein shall remain firm for a period of ninety (90) days from the Bid Due Date.

Additional Information and Changes to the Detailed Scope of Work

All requests for additional information and/or clarifications to the RFP should be directed as follows:

All questions shall be directed to Terry C. Munder, (713) 207-6398 or via e-mail at . Proposers are directed not to contact any other Joint Gas Utility employee or third party agency regarding this RFP. Failure to adhere to this requirement may be grounds for disqualification.

Questions or comments regarding this RFP may be either verbal or written. Upon receipt of any written question or comment, CenterPoint Energy will respond, on behalf of the Joint Gas Utilities, in writing and will forward a copy of each question or comment and the Joint Gas Utility’s official response to all pre-qualified vendors. Only written responses shall be binding on the Joint Gas Utilities. All pre qualified vendors shall be notified in writing of any change to the RFP.

Under no circumstances will written questions or comments be accepted after 12:00 p.m. (CST), Monday, December 5, 2011. Please do not wait until the last day to ask questions or offer comments. This places a tremendous burden on CenterPoint Energy and the Joint Gas Utilities to develop and distribute answers or clarify the RFP.

Verbal questions or comments can be presented at any time during the competitive bid process. However, if the response would provide a competitive advantage, the Joint Gas Utilities reserves the right to require such verbal questions or comments to be made in writing. All such written questions will be subject to the question cut-off time and date noted above.

Post-Proposal Discussions with Proposers

It is the Joint Gas Utilities' intent to narrow the list of qualified vendors (finalists) and provide an opportunity for those finalists to conduct a “vendor presentation.” The vendor presentations are tentatively scheduled for January 3-6, 2012 and will be conducted via conference call. All finalists will be notified as soon as possible after the bids are tabulated and evaluated. The Joint Gas Utilities reserve the right to conduct post-bid discussions with any or all Respondents that have a realistic possibility of contract award. Proposers are encouraged to present their most cost effective solution as their initial proposal.

RFP Terms and Conditions

1.  This RFP does not commit the Joint Gas Utilities to award a contract, issue a Purchase Order, or to pay any costs incurred in the preparation of a proposal in response to this RFP.

2.  The proposals will become part of the Joint Gas Utilities' official files without any obligation on the Joint Gas Utilities' part. All responses will be held strictly confidential and shall not be released to the public without written authorization from the Proposer.

3.  In the event a Proposer submits trade secret or confidential information, the information must be clearly labeled as a "Trade Secret” or “Confidential Information." the Joint Gas Utilities shall maintain the confidentiality of such trade secrets to the fullest extent provided by law.

4.  Proposers should be aware that their proposal, even if marked “Trade Secret” or “Confidential Information,” may be subject to discovery and disclosure in regulatory or judicial proceedings that may or may not be initiated by the Joint Gas Utilities. Proposers may be required to justify the requested confidential treatment under the provisions of a protective order issued in such proceedings. If required by an order of an agency or a court of competent jurisdiction, the Joint Gas Utilities may produce the material on a confidential basis in response to such order without prior consultation with the Proposer.

5.  Proposals submitted may be reviewed and evaluated by any person at the discretion of the Joint Gas Utilities, including non-allied and independent consultants retained by the Joint Gas Utilities now or in the future for the sole purpose of obtaining evaluations to responses to this RFP.

6.  Proposer(s) shall not offer any gratuities, favors, or anything of monetary value to any officer, agent, contractor or employee of CenterPoint Energy or the Joint Gas Utilities for the purpose of influencing consideration of a proposal.

5.  Proposer(s) shall not collude in any manner, or engage in any practices, with any other Proposer(s) that may restrict or eliminate competition or otherwise restrain trade. This is not intended to preclude subcontracts and joint ventures for the purposes of: a) responding to this RFP, or b) establishing a project team with the required experience and/or capability to provide the goods or services specified herein

6.  This RFP and the related response of the selected Proposer shall become part of a formal agreement between the selected Proposer and each individual Joint Gas Utility and will be incorporated by reference in either a Contract or Purchase Order. A sample of the CenterPoint Energy’s Consultant Contract is attached hereto as Exhibit "B". However, each Joint Gas Utility reserves the right to negotiate or amend the referenced terms and conditions as deemed necessary and appropriate by each individual Joint Gas Utility. In the event an agreement cannot be reached with the selected Proposer, the Joint Gas Utilities reserve the right to select an alternate Proposer and initiate contract negotiations.

7. Proposer(s), their authorized representatives, and their agents are responsible for obtaining, and will be deemed to have, full knowledge of the conditions, requirements, and specifications of this RFP.

8.  Proposer(s) will be expected to adhere to all standard contractual terms and conditions that are included as Exhibits to this RFP.

9.  The Proposer must promptly report to the Joint Gas Utilities any conditions, transactions, situation, or circumstances that would impede, impair or delay the submission of the proposal, or the proper and timely performance of the Work.

10.  The Joint Gas Utilities reserve the right to cancel this RFP or to reject any or all proposals received prior to contract award.

11.  The Joint Gas Utilities reserve the right to waive any formality connected with this RFP.

12.  The Joint Gas Utilities reserve the right to request clarification of any proposal after all proposals have been received.

13.  The Joint Gas Utilities reserve the right to reduce the scope of the project or a specific element and evaluate and/or award only the remaining scope or element. While it is not Ts intent to “split” the award, the Joint Gas Utilities reserve the right to award multiple contracts for the same or similar good(s) or service(s).

Special Conditions and Limitations

1.  Proposer must provide a "Single Point of Contact" for the Joint Gas Utilities’ account. The Single Point of Contact will be responsible for account management, invoice processing, customer service, and problem resolution. The Joint Gas Utilities reserve the right to request a change of the assigned Single Point of Contact, if deemed necessary. It is expected that this contact will be accessible via e-mail or cell phone during normal business hours and will respond to calls in a timely fashion.

2.  After contract execution, the Proposer shall be the prime and responsible party for contracting and communicating the work to be performed by any subcontractors and for channeling information from the Joint Gas Utilities to the subcontractors. Any subcontracting must be specified in the proposal. Any subcontracting not specified in the proposal will require prior written approval.

3.  The Proposer assumes total responsibility for the quality and quantity of all work performed, whether it is undertaken by the Proposer or is subcontracted to another organization.

4.  All Proposers will be required to execute a Nondisclosure Agreement, as a condition precedent to receiving sensitive or confidential information that may be required to prepare a proposal. A copy of CenterPoint Energy’s Nondisclosure Agreement is provided as Exhibit F in the RFP document. Each Joint Gas Utility reserves the right to establish or amend the referenced Nondisclosure Agreement as deemed necessary and appropriate by each individual Joint Gas Utility. In the alternative, CenterPoint Energy reserves the right to amend its Nondisclosure Agreement to include Confidential Information provided by the Joint Gas Utilities.

5.  It is the Joint Gas Utilities’ policy not to make an award announcement until a contract is fully executed and executive approval has been obtained. To that end, Vendors are hereby directed not to contact any of the Joint Gas Utilities, or any third party, regarding the status of the RFP or contract award. Any such inquiries will be ignored.

Exceptions to the RFP or Terms & Conditions

If your organization takes exception to the terms and conditions required by this RFP, including any and all Exhibits, please provide specific information regarding your objection and provide, as an alternate bid, any difference in pricing, language, etc. Exhibit "E" attached hereto is provided to facilitate such exceptions.

It is imperative that all Proposers respond to the RFP and Detailed Scope of Work as provided herein. In the event a Proposer takes exception to any equipment, services, and/or the commercial terms and conditions, the Proposer should submit a proposal based on the RFP as written, and a separate/alternate proposal based on the modified equipment, services, and/or terms and conditions. The alternate proposal need not be physically separate, as long as separate pricing is provided for each alternate and Exhibit "E" is used to document the exception.

Special Note – Proposers are advised to review in detail the Insurance and Indemnity provisions provided in the Terms and Conditions of Service (Exhibit B). Those provisions will not be negotiable unless noted as an Exception and priced accordingly.

Local Minority or Women Businesses Enterprises Participation

CenterPoint Energy supports local Minority & Women Business Enterprises (MWBEs). Each Proposer shall provide their MWBE status, and shall provide information regarding any MWBEs participation. A copy of CenterPoint Energy’s Minority & Women Owned Business Enterprises (MWBEs) corporate and purchasing policy is attached hereto as Exhibit "D".

SECTION III SCOPE OF WORK

Detailed Scope of Work

See Exhibit "A" Detailed Scope of Work, attached hereto and incorporated herein by reference.

Contract Term

A three (3) year contract term is anticipated. The hourly rates proposed shall be fixed for the first twelve (12) months of the contract term. Thereafter, prices may be adjusted by agreement of the parties. The Joint Gas Utilities’ goal is to implement services on or about January 16, 2012.