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SCHEDULE 1 The Terms

Schedule 1 Terms of DFS Agreement

Item 1 Total Capital Cost Item Capex ($) Ex. GST Capex ($) Inc. GST

DFS fee

Measurement and verification cost (total over the period of contract)

Construction contingency cost (5%)

DPTI Project Delivery fee (4%)

Additional Operational and Maintenance costs (total over the period of contract)

Project scoping, Works specifications, installation and implementation costs (total of all ECMs)

Total Capital Cost

Item 2 Annual Guaranteed Energy Cost Savings must be at least 80% of the savings identified in the Proposal.

Item Annual savings ($)

Ex. GST

Annual savings ($)

Inc. GST

Annual electricity consumption savings

Annual electricity Maximum Demand savings

Annual gas savings

Annual LPG savings

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Annual water savings

Total Annual Guaranteed Cost Savings

Item 3 Annual Other savings which must be at least 80% of savings identified in the Proposal to achieve the payback period as identified in Item 4.

Annual Operational + Maintenance savings

Annual Other savings

Item 4 Maximum payback period to repay the Total Capital Cost through Guaranteed Energy Cost Savings (years)

Item 5 Annual Guaranteed Energy (or water) Savings must be at least 80% of the savings identified in the Proposal.

Item Units as described t CO2 p.a

Electricity consumption savings p.a (kWh)

Electricity Maximum Demand savings p.a (kVA)

NA

Gas savings p.a (GJ)

LPG savings p.a (GJ)

Water savings p.a (kL) NA

Total annual environmental savings NA

Item 6 Guaranteed minimum alignment between the

>80% of ECM (by capex value) identified in the Proposal are included in the DFS.

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ECM identified in the Proposal and the DFS

The described equipment guarantee in the DFS are within +/-20% of that provided in the Proposal

Item 7 Specified Equipment Guarantee/warranty

Item Units Describe guarantee/warranty

Lighting: Guaranteed minimum hours of operation >90% of lamps & ballasts

40,000 hours and 5 years

ESCO backed

Solar PV Panels: Maximum Panel degradation at 10 years

10.0% Manufacturer backed

Solar PV Panels: Maximum Panel degradation at 20 years

22.0% Manufacturer backed

Solar PV Inverters: 10 years Manufacturer backed

Voltage Optimisation hardware 10 years ESCO backed

Item 8 Time to complete Services

Item 9 Length of Performance Guarantee Period  7 years

Item 10 Currency of Insurance at the signing of this Agreement

 Insurers:  Policy No. Insured amount (Do not change)

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Public and product liability insurance

Minimum $AUD 10 M

Professional indemnity insurance

Minimum $AUD 5 M per event

Workers compensation insurance

Item 11 Core business

Item 12 Customer’s representative

Item 13 ESCO’s representative

Item 14 Notices to: Name of customer department

Contact Name:

Address:

Phone:

Email:

Name of ESCO

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ESCO Contact Person Name:

Address:

Phone:

Email:

Item 15 Industry Participation Plan Option A

Option B

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SCHEDULE 2

Detailed Facility Study Scope Requirements

(Clause 3.2.2)

The ESCO shall ensure that the Services (and the DFS to be submitted by the ESCO) satisfy and comply with the following requirements:

1. DESCRIPTION OF THE PREMISESThe following Premises will be considered in the DFS and they have the following key characteristics:

Location TypeExample Site 1 Office BuildingExample Site 2 TAFE College

2. DESCRIPTION OF SCOPE OF DFSThe DFS is to be carried out, having regard to the following requirements:

2.1 Restrictions on Access - Access to the Premises must be coordinated with the Customer and may not be available to all areas of the Premises at particular times. The ESCO should provide 48 hours notice for access during normal working hours. The ESCO is to keep the level of visibility (personnel, equipment and work) on the Site to a minimum, in particular where it directly impacts on tenants or members of the public. The ESCO should also refer to and comply with the Site Safety Protocols available from the Customer.

2.2 Investigations Required as Part of DFS - As part of the DFS Services, the ESCO’s activities are to include the carrying out of, and reporting to the Customer in the DFS on the outcome of each of:

2.3 Testing of Existing Plant and Equipment - The ESCO is to satisfy itself that the activities involved in the DFS will not negatively impact on the operations of any part of the Premises and is to keep the Customer informed of any testing intended to be undertaken and ensure the Customer’s approval to undertake each test is confirmed in writing in advance.

2.4 Authority Requirements - The ESCO is to liaise with relevant authorities and ascertain all authority requirements. Evidence of the ESCO's compliance with this requirement and an outline of relevant authority requirements and their impact on the Works or Services must be included in the DFS.

2.5 Review and Assessment of current and future user needs - The ESCO is to satisfy itself as to the current and future needs of users and of Future Developments of the Premises, by liaison with the Customer and arranging meetings with occupants of the Premises.

2.6 Impact on Operations – In consultation with the Customer, the ESCO must categorise the installation of all components of the Works as to the impact (low/high) on the operations of the Premises and provide alternative proposals for Works which have a high adverse impact. Each alternative proposal must

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outline the nature of the impact, the alternatives which could be adopted to minimise or remove the relevant impact and the estimated costs associated with the implementation of those alternatives in terms of additional cost to the project. Without limiting the above, cost comparisons are to be provided for the impact on after hours’ and working hours’ operations.

2.7 Additional Costs - The ESCO is to identify all areas of additional cost to the Customer resulting from the implementation of the Works. This process must include a consideration of:

2.7.1 operating costs (for example, insurance premiums, and higher supervision requirements);

2.7.2 maintenance costs (including additional cleaning costs);

2.7.3 life-cycle costs.

2.8 Maintenance Issues – The ESCO is to identify any areas that may impact on the operations of the Premises as a result of availability (eg. spare parts) or maintainability of installed components of the Works or any other maintenance issue.

2.9 Life-cycle of Equipment – The ESCO is to report on the expected lifecycle of all significant plant and equipment proposed to form part of the Works. At the end of the Savings Guarantee Period all plant and equipment installed under the Agreement are to be no greater than half way through their individual lifecycles, unless otherwise agreed to by the Customer at the negotiation of the DFS Agreement.

2.10 Electronic Equipment – All electronic systems installed under the Agreement are able to be supported for at least 5 years after the completion of the Agreement. The cost of such support is to be taken into account in the assessment of additional costs to the Customer.

2.11 Architecture and Control Philosophy – The ESCO is to provide a system of consistent architecture and control philosophy, with similar components of uniform manufacture.

2.12 Compliance with Standard Specifications – The ESCO shall ensure that all Works specified as part of the DFS comply with, as a minimum, SA Government Office Accommodation Guidelines prepared by the Department of Planning, Transport and Infrastructure (DPTI).

3. CUSTOMER'S PARTICULAR REQUIREMENTS FOR DETAILED FACILITY STUDY3.1 The Customer has the following particular requirements which must be

investigated and taken into account by the ESCO in carrying out the DFS Services and submitting its DFS:

3.1.1 Alternative Energy Sources - The ESCO is to investigate the potential for the implementation of alternative energy sources in the Premises.

3.1.2 Timing Requirements for delivery of the Works - The Customer requires:

(a) all Services at the Site to be undertaken outside the normal working hours of each occupant, as relevant, or as agreed in

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advance with THE CUSTOMER and the relevant occupant/s; and

(b) the Works to be fully completed within the timeframe outlined in the program for the delivery of the Works delivered as part of the DFS.

4. INFORMATION TO BE PROVIDED AS PART OF THE DETAILED FACILITY STUDY4.1 Explanation of DFS Findings -

Each proposal of the ESCO to reduce Energy consumption at the Premises ("DFS Finding") is to be fully identified and described and explained in full in the DFS, (together with the corresponding savings in energy, operations and maintenance and the cost of undertaking each relevant DFS Finding). This description is also to include:4.1.1 the purpose of each DFS Finding;

4.1.2 impact of each DFS Finding on Energy consumption;

4.1.3 the expected life of each DFS Finding;

4.1.4 engineering summaries and detailed data sheets of each DFS Finding;

4.1.5 impact of each DFS Finding on the built and natural environment;

4.1.6 the estimated costs of implementing each DFS Finding;

4.1.7 an outline of warranty and servicing arrangements to apply to each DFS Finding;

4.1.8 how the DFS Funding has taken into account and responds to any Future Developments; and

4.2 Assumptions used for each DFS Finding.

Relationships between the impact of each DFS Finding on other DFS Findings and the Customer's other existing equipment is to be described with assessed impacts on total savings including without limitation:4.2.1 projected impact on capacity;

4.2.2 effect on life of other equipment.

4.3 Detailed description of equipment and energy systems existing at the Premises, including without limitation:

4.3.1 existing condition;

4.3.2 operating methods;

4.3.3 extent to which impacted by DFS Findings;

4.3.4 other issues.

4.4 Outline of program for the delivery of the Works (including estimated on-site work).

4.5 Outline of training programs and instruction to Customer staff and Premises managers and involvement required from them.

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4.6 Impact on existing equipment's operation and maintenance requirements and estimated costs.

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SCHEDULE 3

Operational Requirements Statement

(Clause 3.2.3 and Definition of "Operational Requirements")

The Customer's current operational, functional and other requirements for the Premises (and any proposed future changes to the Premises or its use or operation) are set out below:

1. CUSTOMER'S CURRENT OPERATIONAL, FUNCTIONAL AND OTHER REQUIREMENTS OF THE PREMISESEnvironmental control including lighting, temperature and humidity in specific areas is an ongoing challenge with the Premises. The ESCO must refer to documentation provided with the RFP in this regard.

1.1 Output Requirements

1.1.1 The ESCO is to ensure that all proposals maintain or improve existing service levels in all Premises, unless otherwise specifically agreed by the Customer. In particular this relates to environmental conditions such as ventilation rates, temperature, humidity, lighting levels and also includes noise, reliability, security, convenience and the like.

1.1.2 The Customer requires the ESCO to ensure, as a minimum, the current service level requirements at the Premises are achieved.

1.1.3 Other Comments: It should be noted that the Premises has a number of security cameras installed to maintain security that require a specified level of lighting. The proposed alterations must take into consideration the correct operation of all security systems to user requirements. A demonstration is to be provided in an agreed trial area before final levels are agreed.

1.2 Operation/Management Considerations for the Premises

1.2.1 Site Safety and Security - The ESCO is to comply with the requirements of the Site Safety Protocols.

1.2.2 Requirements for Uninterrupted Services Supply - Except as agreed with the Customer, services are to be maintained during normal operating hours for each occupant. Planned outages must be approved in writing in advance by the Customer.

1.2.3 Lighting Circuits - If feasible, segregation of the lighting circuits throughout the Premises may be considered to provide more flexibility in the switching of lighting circuits. An analysis of opportunities for this (including detailed advantages and disadvantages) should be included in the DFS.

1.2.4 Noise - Noise levels are to be kept at a minimum to avoid disruption to the operations of the Premises or undue irritation to the comfort levels of tenants or members of the public.

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2. INFORMATION PROVIDED TO THE ESCO ON EXISTING REQUIREMENTS2.1 The Customer has provided to the ESCO information in relation to the

occupants’ existing requirements. Other information (including drawings and operations and maintenance manuals) is available from the Customer on request.

2.2 The ESCO will not rely on this information and shall satisfy itself as to their accuracy and adequacy for the purposes of the Agreement.

3. THE CUSTOMER'S PROPOSED OBJECTIVES AND CHANGES TO THE OPERATIONAL, FUNCTIONAL OR OTHER REQUIREMENTS FOR THE PREMISES3.1 The Customer will keep the ESCO informed in respect of any potential

changes in the Premises listed below (previously noted in the RFP) which are to be taken into account by the ESCO in carrying out the DFS Services. The ESCO is to familiarise itself with the issues listed.

3.1.1 Redevelopment/Expansion of Premises;

3.1.2 Change of Use;

3.1.3 Change of Occupants;

3.1.4 Change of Objectives in Premises Management Practices;

3.1.5 Change in Structure or Resourcing of Operational and Management Functions; and

3.1.6 Change in Service Delivery Process at the Premises; and

3.1.7 Future Developments

3.2 It is critical that the EPC Solutions proposed by the ESCO take into account the Future Developments and that the Energy Cost Savings identified will not be reduced or extinguished by the Future Developments.

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SCHEDULE 4

Requirements for Definition of Works Specification Obligations

(Clause 3.2.4)

The ESCO is to submit, as part of its DFS the following which are to apply to the provision of the Works specification:

4. BUDGET FOR WORKS SPECIFICATION SERVICESA detailed budget for the Works specification which complies with the following requirements:

4.1 Form: a detailed breakdown of all items of cost associated with provision of Works specification.

4.2 Minimum Content: total costs of the Works specification including the estimated cost of each DFS Finding.

4.3 Estimated cashflow for expenditure on Works specification.

4.4 Level of Pricing Detail and Verification Required.

4.5 Explanation of calculation of total Works specification fee (including verification of budgeted costs).

4.6 Payments: A schedule setting out the times for payment in respect of the Works specification.

5. PROGRAM FOR WORKS SPECIFICATION A detailed program for completion of the Works specification which complies with the following requirements:

5.1 Form: detailed GANT chart separately identifying period for completion of all critical activities.

5.2 Content: detailed breakdown of all critical activities to a level of detail acceptable to the Customer.

5.3 Milestones to be included:

5.3.1 commencement of Works specification;

5.3.2 completion of Works specification;

5.3.3 dates for delivery of draft Works specification for Customer review and comment;

5.3.4 earliest dates by which Customer information or instruction required;

5.3.5 other: program must allow Customer at least 30 days for approval of draft Works specification or other documents.

6. DESIGN BRIEF FOR WORKS SPECIFICATION A preliminary design brief for the Works (to be further developed and implemented during the Works specification) which complies with the following requirements:

6.1 The preliminary Design Brief must include:

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6.1.1 description of level of detailed design and specification of the Works (including a functional description of the systems to be installed) to be achieved before Works specification completed;

6.1.2 outline of requirements for demonstrations of proposed software changes (bench tests);

6.1.3 outline of requirements for provision of samples or literature on equipment and fittings to be installed at the Premises for approval of the Customer;

6.1.4 outline of proposed trials of new or modified equipment, systems or fittings which are to be conducted in small, low-risk areas agreed with the Customer in the first instance;

6.1.5 outline of requirement for 3 days’ minimum training in the operation of all equipment, systems and fittings installed or modified for operators and maintenance personnel. Proposed training is to be stipulated with a minimum of 3 days, however the ESCO is to advise if more training is recommended;

6.1.6 full details of extent (if any) that the Works have any impact on existing service maintenance contracts currently in place at the Premises;

6.1.7 full details of the assistance the ESCO is to provide in demonstrating the accepted DFS Findings to interested parties including references to sites where these strategies have been implemented and outcomes obtained;

6.1.8 identification of all applicable Australian Standards, Building Codes, Workplace Health and Safety Codes and any other applicable statutory requirements with which all plant, equipment and systems must comply;

6.1.9 requirement for the ESCO to submit samples of equipment and fittings proposed to be installed before completion of Works specification.

6.2 Objectives of the Customer to be covered in the Design Brief include:

6.2.1 Customer's functionality requirements for the Works;

6.2.2 Customer's requirements for life-cycle of the Works;

6.2.3 Customer's requirements regarding maintainability of the Works;

6.2.4 Customer's requirements for physical appearance of any Works impacting visual amenity of the Premises;

6.2.5 Process for regular Customer review of design development for the Works.

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SCHEDULE 5

Compliance with Law

SCHEDULE 6

[The ESCO Proposal]

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SCHEDULE 7

[Measurement and Verification Plan Template as per Victoria’s Greener Government

Buildings program ]

Templates: Agreement (CSO 1315)

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SCHEDULE 8

[Energy Rates for DFS]

Templates: Agreement (CSO 1315)