Last Edited: 06/10/2013 8:56:17 AM Document ID: 11 54493_l_JSM

KOBAYASHI SUGITA & GODA. LLP Attorneys at law

J ames.e.raymond@hawaii.gov James Raymond, Esq. Dept. of the Attorney General Education Division 235 S. Beretania Street, Room 304 Honolulu, HI 96813

999 Bishop Street, Suite 2600 Honolul u, Hawaii 96813-4430

Telephone: 808-539-8700 Facsimile: 808-539-8799 E-Mail: btk@ksglaw.com

June 10, 2013

Re: Whistle Blower W aming

Dear Mr. Raymond:

Bert T. Kobayashi, Jr.• ' Kenneth Y. Sugi ta•

Alan M. Goda' lex R. Smith' Wendell H. Fuji' Robert K. lchlkawa• Clifford K. Hlga• Craig K. Shlkuma• Christopher T. Kobayashi' Burt T. l au• David B. T ongg• Bruce A. Nakamura• Kenneth M. Nakasone• Grego!)' M. Sato• Joseph A. Stewart• Charles W. Gall' Jesse W. Schiel'

• A law Corporation

Yuko Funaki Neal T. Gota Charles D. Hunter Nicholas R. Monlux Jonathan S. Moore Sarah S.P. Moriarty Aaron Mun Shohel Nishimoto Christopher A. Santos Anthony Suetsugu Thao T. Tran Marla Y.Y. Wang

Of Counsel: John F. lezak lari)'LM)<! rs

We have been retained by a DOE employee named Sarah McCann, who is the DOE Program Manager EESMP. She and Ray Delio (a volunteer from a local nonprofit advising the DOE on the technical and financial aspects of this RFP) were asked by her supervisor, Gilbert Chun, to prepare a report auditing the proposals received for DOE RFP No. 6100213 Phase 2. She presented this report on May 28, 2013, and is concerned because she was asked to perform what she believes is an illegal act, namely to shred this document because it would be evidence that the State improperly conducted the process by allowing Ms. McCann and Mr. Delio to influence the selection process. Ms. McCann is concerned that persons within the DOE will retaliate against her for having given her honest opinions when asked to provide them, and then for disclosing the document after being told to destroy it. Ms. McCann is aware that physically destroying evidence in anticipation of a legal proceeding is prohibited under Hawaii law. See HRS § 710-1076.

Exhibit "D"

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James Raymond, Esq. June 10, 2013 Page2

Ms. McCann would like to make clear that she is not accusing Gilbert Chun of any wrongdoing. She believes that he has been acting in the best interests of the State at all times and has been misled by his peers on appropriate actions in regards to the selection process.

Sarah McCann is devoted to her job and is concerned that the DOE is not protecting the State's best interests as it manages the selection process in this RFP. She does not wish to cause trouble or become a thorn in the side of the State, however, she believes that what is best for the people of the State of Hawaii must come first. She believes that the selection committee in the above-mentioned RFP has mishandled the selection process, has failed to throw-out a non­confonning bid, and is preparing to make a mistake that will cost the State hundreds of millions of dollars.

The audit report prepared by Ms. McCann and Mr. Delio shows that the proposal submitted by Chevron is utterly non-confonning and should have been rejected by the State immediately. HAR § 3-122-6 states; "[a ]ny offer which is conditioned upon receiving a contract other than as provided for in the solicitation shall be deemed nonresponsive and not acceptable." When a contractor submits a proposal that is conditioned in even the slightest manner on altering the RFP, the State must reject the proposal as non-responsive. See Bombardier Transportation (Holdings) USA, Inc. v. City and County of Honolulu, 128 Haw. 413 (Haw. App. 2012).

The RFP required proposers to include a statement accepting all tenns and conditions of the Phase 2 RFP. Chevron included no such statement, and in spite of the clear law on conditional proposals, Chevron's proposal states that "this proposal remains subject to definitive documentation and CES shall not be under any obligation to such definitive documentation." See May 28, 2013 audit report (emphasis added).

Sarah McCann believes that by continuing to score the Chevron proposal, by ignoring its non-confonnity and by downplaying its significant costs to the State, the DOE will cost the State hundreds of millions of dollars without any justification whatsoever. This is money that the DOE can ill afford to lose.

Furthennore, she is concerned that sanctions will be taken against her for having asked us as her legal counsel to disclose this wrongdoing on the part of the DOE to you as a deputy attorney general for the State of Hawaii. This is also a request that you take all necessary action to protect our client from any illegal or improper actions being taken against her in retaliation by the DOE for this disclosure so as to prevent the necessity of a claim pursuant to the Whistleblower Protection Act, HRS § 378-62.

This is also to advise you that other than nonnal communication associated with her employment, that any communication as to the subjects discussed in this letter be directed to the undersigned and not to Ms. McCann.

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James Raymond, Esq. June 10, 2013 Page 3

As we have previously informed you, this law firm also represents Prime Solutions, Inc. We wish to make clear that Sarah McCann came to us voluntarily, that our representation of Sarah McCann is in no way connected to our representation of Prime Solutions, Inc., that Prime Solutions, Inc. is not covering Ms. McCann's legal fees, and that there has been no improper contact between Ms. McCann and Prime Solutions. Ms. McCann merely wishes to ensure that the RFP process is conducted fairly and in accordance with the law, and that she not suffer any illegal retaliation as a result of her concerns.

~lyyours,

BEb~~; for

KOBAYASHI, SUGITA & GODA

cc: Don Homer, Chairperson Board of Education; Kathryn S. Matayoshi, Superintendent, Hawaii State Department of Education

Enclosure Audit dated May 28, 2013. ~ I confirm that the facts set forth in this letter are true and corr t: j

L J arah McCarui

Dated: (p f 0 [ I 3

May 28, 2013

To whom it may concern,

We respectfully submit this document which audits the findings of the proposals for the EESMP RFP No: 6100213 Phase 2.

Ray Delio Association of Energy Engineers Hawaii Chapter President EESMP Program Advisor

Audit Components:

1. Summary Statement 2. Recommendation 3. Conformance Review 4. Financial Impact Assessment 5. Risk Assessment 6. Bid Comparison- Key Considerations

Sarah McCann DOE Program Manager EESMP

1. Summary Statement

This is a One-Billion Dollar Procurement Event.

The EESMP RFP intentionally assessed qualifications in Phase 1 so as to make Phase 2 non-qualitative.

The Leadership team had consensus that either company was qual ified to deliver this EESMP as intended (see program meeting mintues).

Therefore quality and the ability to deliver was already determined for both Offerors in December 2012.

The intention of the Phase 2 selection process was to award the lowest price for this work, by awarding based on lowest IRR, as is documented in Leadership team meeting minutes.

Removal of conformance review, and the introduction of qualitative assessments, after bids were received, compromises the integrity of the selection process.

Oral Presentation should not have occurred because of an error in conformance to the selection process.

Not following the process produced an incorrect selection of the non-conforming and higher bidder.

$284 million is the conservative estimate of the potential lost additional savings for the State of Hawaii.

Lack of a Program Charter or clear written delineation of roles and responsibilities of the Leadership team and the Selection Committee is the root cause of this situation.

2. Recommendation

Follow the conformance process, one of the two bids is in conformance with all of the RFP requirements, it also the lowest price.

Any attempt to deviate from the agreed upon process poses severe risk to the DOE and the State due to perceived conflicts of interest on this $1 Billion program.

Recommended Next Steps:

a) Provide meeting minutes from January 30th meeting defining selection process to the selection Committee

b) OmiWoid Results from Oral Presentation. c) d) e) f) g) h)

Provide selection committee with accurate scoring sheets per RFP to score conformance Inform the selection committee to follow the SPO process of rejecting non-conforming bids. Reject any non-conforming bids. Score remaining bids Disregard scores for oral presentations associated with non-conforming bids. Award to lowest price conforming bidder.

3. Conformance Review

Prime Solutions Inc. submitted a bid that conforms to the requirements and should be reviewed further.

Chevron Energy Solutions did not conform on the following items and should be disqualified without further review, per Section 2 Instructions to Offerors, page 6 of 15 subsection B. "Missing or lacking supporting documentation represents a non-conforming submittal."

Where other firms are employed to build a team, the Offeror must provide documentation explaining the specific contracting method.

Statement accepting all Terms and Conditions of RFP Phase 2.

Pricing Tool submitted on 11x17 paper

Items to be discussed in negotiation

Identify all costs expected in the implementation of the EESMP associated with the following:

i. Office space, excluding the Offeror's IT needs ii. Program Management iii. Project Management iv. Construction

Management v. Engineering vi. RFP Development/Bidding vii. Electric Vehicles for Program Management, Project

Management & Construction Management staff viii. Master Planning ix. Travel, per diem or housing costs for resources on neighbor islands x. Printing/plotting xi. Expected reimbursable

expenses. Include a complete listing of material, services, and/or equipment for which you ·will expect to be reimbursed.

The DOE expects all costs that can be known to be established.

Specify any additional charges that may arise in connection with the Program not already listed. Note that any fees or

expenses not included in your proposal and discussed in this section, will not be considered during negotiations.

KYA is listed as a sub and there is no explanation of the contract method. No explanation of CES RPG Contracting method. No mention of conflict of interest review for Chevron Corp. No such statement. Chevron put a disclaimer on every page ".!:!.§.!!or disclosure of data contained on .this sheet is subject to the restriction on the title page of this proposal or quote" Title page $tates "this proposal remains· subject to definitive documentation and CES shall not be under any obligation to such definitive documentation." Submitted on 8.5 x 11

Everything is to be discussed in negotiation per the cover page and each sheets disclaimer ... did not call out specific items. There is no sheet that states the costs associated with implementation.

No sheet identifying additional charges in any of the sheets provided. No sheet stating waiving negotiation of proposed terms.

4. Financial Assessment

The financial assessment concludes that based on a conseNative 100MW PV system, there is at least $284 million dollars in additional savings in energy generation offered by Prime Solutions. This is directly related to the 1. 7% lower IRR that they have provided in their binding proposal.

The 10.5% difference in EPC fee between Chevron Energy Solutions and Prime Solutions provides another savings opportunity of $26mm on energy efficiency projects based on an estimate of $1mm per school.

It should be noted that the cost of work in this program is reviewed by the DOE prior to bid, as well as the DOE's Program Management Vendor, and other 3 rd party auditors, so as to eliminate any variation attributable to quality of workmanship in the planning, engineering and financing seNices.

Additional savings offered Vendor Che\fon Energy Solutions Prime Solutions by low bidder 1 OOMW* Re\enue Model $ 874,611,349 $ 589,853,119 $ 284,758,230 200MW** Re\enue Model $ 1,749,222,699 $ 1,179, 706,238 $ 569,516,461 EPC Fee*** $ 64,000,000 $ 37,120,000 $ 26,880,000

A"'"mptlooo . I ::j Based on on Pricing Tool's solar rooftop model v.tlere cost is $2.50 per watt and Offe! or's bid prices. ---- -If carports were used it would double the total difference in cost and they would make more real profit after taxes because there are more tax credits available for carports. =-=:1__ n • ---=r -*Represents minimum system with minimal load growth (1%) O\er 25 years (unrealistically small) --contract allows continual net zero for 25 years. ·--~

** Represents realistic expectation of load- growth (3-5% per year) and some energy sales for shared re\enue. -***Assumes $1m per school for roof repair EEM's, AC7Facility Upgrades/Deffered Maintenance '--·- ----Based on scenario of 250kW of PV for the sake of simplicity- This is a conservative estimate based on the current utility data and limits on utility net metering restrictions.

The following pages represent the backup financial calculations using the bidder's fees.

Department of Education EESMP RFP Offeror Evaluation- Pric:ing Tool • Please enter the four variables Into the the yellow field' below (existing entries are example only). Print and submit with Proposal.

A B C 0 E F

i!R;5ftl:ki911"!1tliiiiil kW 400 #of 250kW projec

se.satlOOMW 174,749,312.16

21,674,872.59

22,213,493.18 22,765,498.48 23,331,221.U 23,911,001.96 24,505,190.36 25,114,144.34 25,738,230.83 26,377,825.87 27,033,314.84 27,705,092.71 28,393,564.27

29,099,144.34 29,822,258.07

30,563,341.19

31,322;840.22

32,101,212.80 32,898,927.93

33,716,466.29 34,554,320.48 35,412;995.34 36,293,008.28 37,194,889.53 38,119,182.54

874,611,349.74 Chevron Total 25 Year Revel

Enercv Efficiency/ACAddltkln/Deferred Maintenance COW II of FacllitJe.s 256.00

Avg. Cost per Facility $ 1,000,000.00 Total COW $ 256,000,000.00 Total Chevron EPC Fee $ 64,000,000.00

38

•The purpose ofthi:;. tool i!t for bid analysis and award purpose$ only. This tool is ba!Oed on the DOE's best estimation of a ~·pJcal averaae scenario. This tool does not talce into ilccourat other potential renewable enecev gli!neratlon scenarios.

DOE RfP R6100213 - 2/20/2013 Pritinc Tool·Paae lof 1

Department of Education EESMP RFP Offeror Evaluation - Pricing Tool • Please en t~r the four V3riables Into the the ye llow fields below (existing entries are example only). Print and submit w ith Proposal.

A 8 C 0 E F

"'""L~=~iiD=·#'M:rlC'

.. .:-.. ..:.':;.<-··· .-. ·-- -- I t¥€ f~~k.is2.ooo.aa) Procr.~m Revenues at lOOMW

349,498,624.37 43,349,745.18 44,426,986.35 45,530,996.96

46,662,442.24 47,822,003.93 49,010,380.72

. 50,228,288.68

51,476,461.66 52,755,651.73 54,066,629.68 55,410,185.42 56,787,128.53

58,198,288.68

59,644,516.15

61,126,682.38 62,645,680.43

64,202,425.59 65,797,855.87

67,432,932.59 69,108,640.96 70,825,990,69 72,586,016.56 74,389,n9.07

76,238,365.08

kW

1,749,222,699.49 0\evron ToQI25 Year Revel

DOE RFP R6100213 - 2/20/2013

En• rev Efffcfency/AC Addition/Deferred Maintenance OOW #of Facllltilt.S 256.00

Avg. Cost per F~d Utv

TotaiOOW Total Olevron EPC Fee

-The purpose ofthistoollsfor bid analysis and award purpo:oes only. This tool Is ba$ed on the DOE's best estimation of a typlol aver<tgft scv:nario. Thb tool does not t;aka Into account other ~ot.ntlal renewabl• energy genaratJon scenarios.

$ s $

1,000,000.00 256,000,000.00

64,000,000.00

Prlc:in,Tocl· Page lof 1

Department of Education EESMP RFP Offeror Evaluation- Pricing Tool* Please enter the four variables Into the the yellow fields below (existing entries are example only) . Print and submit with Proposal.

A 8 C 0 E F

p ~ -- ·-e -ffi@el!{!'·'·l- , , : Ener&Y R i< ' ::& - ~··- _ .. ' ,..s;: ........ 1 . '

RevQnues ilt lOOMW 67,693,526.40

23,033,778.77 22,918,609.87

22,804,016.82 22,689,996.74 22,576,546.76 22,463,664.02

22,351,345.70 22,239,588.97

22,128,391.03 22,017,749.07 21,907,66033 21,798,122.03

21,689,131.42 21,580,685.76

21,472,78233 21,365,418.42

21,258,59133 21,152,29837

21,046,536.88 20,941,304.19 20,836,597.67 20,732,414.69 20,628,752.61 20,525,608.85

589,853,119.05 Prime 5olu~ons Total25 Ye;

DOE RFP R6100213 - 2/20/2013

Energy Efflciency/AC Addition/Deferred Maintenance COW ~of Fadlities 256.00

Avg. Cost per Facility Total COW Total Prime EPC Fee

*The purpose of this tool is for bid analysis and aw<:Jrd pYrposcs only. This tool is b<Jscd on the DOE's best estimation of a typlcal average scenario. This tool does not take into account other potential renew~ble energy eeneration scenarios.

1,000,000.00 256,000,000.00

37,120,000.00

Pricing Tool - Pace lof 1

Depa~entofEducation

EESMP RFP Offeror Evaluation- Pricing Tool • Please enter the four variables Into the the yellow fields below (exlstins entries are example only). Print and submit with Proposal.

A 8 C D E F

I:·'IO·~v!t•lll ~~id&§ii¥f.i7t.tt~~J'!lcf¥&""!TW~Itf~i~~f''·"""·~•~1_ti

Revenues at 100MW 135,387,052.80

46,067,557.54 45,837,219.75 45,608,033,65 45,379,993.48 45,153,09351 44,927,328.05 44,702,691.41 44,479,177.95 44,256,782.06 44,035,498.15 43,815,320.66 43,596,244.06

43,378,262.83 43,161_371.52

42,945,564.66 42,730,836.84

42,517,182.66 42,304,596.74

42,093,073.76 41,882,608.39 41,673,195.35 41,464,829.37 41,257,505.22 41,051,217.70

1,179,706,238.10 Prime SolutionsTota125 Vee

DOE RFP R6100213 • 2/20/2013

Enerev Efflciency/ACAddition/Daferred Maintenance CJJW ~of Foclllties 256.00

Ava. Cost per facility Total COW Total Prime EPC Fee

*The pUTJX)se ofthl.s tool ts for bid anatysis end aW~rd purposes only. This too! is based on the DOE's best estimation of a typial averaae scen;~;rto. This tool does not take into account other potential renewable ener,ey generation .sunarlos.

1,000,000.00

256,000,000.00 37,120,000.00

Pricing Tool· Pogelof 1

5. Risk Assessment

Risk Assessment Recommended Action Financial impact of Conservative estimate is low bid would Create a financial assessment IRR is not properly realize $284 mm in additional savings for and model for review showing assessed the DOE. actual financial impact of each

proposal with conservative 1.7% difference in IRR. assumptions.

Refer to Financial Assessment part 3 of this document.

Financial impact of Conservative estimate is low bid would Create a financial assessment EPC fee is not realize $26 mm in additional savings for and model for review showing properly assessed the DOE. actual financial impact of each

proposal with conservative 10.5% difference in EPC fee. assumptions.

Refer to Financial Assessment part 3 of this document.

Expose the DOE to The scoring was always supposed to be Base selection on conformance indefensible protests if essentially conformance, not qualitative. first and price second. If both are the selection is based conforming then select based on on a qualitative Meeting minutes show that since Phase 1 points and price. assessment was completed the intention to choose

lowest price was clear. Since only one bid is conforming the only defensible conclusion is

The Assistant Superintendent was copied to select the conforming bid, on the particular set of meeting minutes which happens to be $284mm where this was explicitly stated. (refer to lower. 2013-01-31 email and 2013-01-30 minutes).

The agreed that the selection committee was not required to study the RFP, we gave them a short overview and told them to check conformance on the forms.

The claim that one Phase 2 proposal has more value over another is not defendable.

Selection Committee Selection committee did not follow The Oral Presentation should not does not follow SPO conformance review requirements. have occurred, therefore its process of testing bid results must be omitted or voided conformance prior to Selection Committee and its Chair were from the result of this selection. evaluation. trained by the program manager and

program sponsor on how to process the selection criteria and it was reiterated that the requirements were conformance first, price second was confirmed by SPO.

The Oral Presentation was unnecessary because Chevron Energy Services had a non-conforming bid and Prime Solutions bid was in conformance.

Selection Committee After receiving the bids the selection Base selection on conformance takes actions that committee was instructed to disregard the first and price second. If both are create a perceived selection form and its process of testing conforming then select based on conflict of interest. conformance which introduced subjectivity points and price.

that a reasonable person would perceive as a potential conflict of interest and a fatal Since only one bid is conforming flaw in the process. the only defensible conclusion is

to select the conforming bid, which happens to be $284mm lower.

6. Bid Comparison- Key Considerations

Clearly provided a disclaimer that everything is non­binding and confidential in its proposal and stated all terms and conditions must be negotiated- particularly in the Fee 1-'rr,nn,c::::~ l

Paraphrased what the RFP said and provided limited original thought.

Provided the minimum requested information about the firm and did not an understanding the program. Provided an explanation of who they are, with no elaboration on the program scope and its role.

most no administrative forms, tools or template examples as required and essentially referenced the Chevron parent (oil company) processes and procedures not Chevron Energy Service processes and ures. On 1 OOMW is more expensive and in 200MW is $569 more expensive, if you assume $1mm in cost for each school for EE they are another $26MM higher.

This Is only what you can see on its face, cannot anticipate the impact of the change orders that are implied based on the redefinition of the EPC and "'""""'"""" Fee terms.

The proposal is significantly more expensive than the performance contracts recently signed by other state agencies, which is what we produced the EESMP RFP to avoid. Clearly outlined that they have interest in owning and operating and maintaining. They would sell a portion at an undetermined time to an affiliate company or 3rd

party. Does not state who will always to be long term owner for life of PPA or who will be the long term point

Had multiple bankruptcies of subcontractors and no clear process for avoiding future incidents.

Provided an affidavit accepting the entire scope. No disclaimers.

Provided white papers that employees of bidder authored and provided custom research and analysis and a custom strategic plan for executing the program based on the 7 initiatives from th Fl and DOE lan. Provided a concise description of the program and in addition to all of the required items and details in 5 pages (3 sheets of paper).

Correctly identified the purpose of the program.

Accepted RFP definition for pricing as is.

Provided all of the administrative forms, tools template examples requested.

Will save the DOE at LEAST $569mm.

Proposal appears to be world dass pricing

likely

high quality clearly aligned with the DOE's program goals and consistent with the intentions

There were no bankruptcies by subcontractors and outlined its process for insuring it didn't happen. Provided custom training of subcontractors.

Offeror Name:-- -------

EESMP Vendor RFP No 6100213

PART 5 of 5: Rating/Score Summary

a 3 ring binder) shall contain a cover letter, the transmittal

letter, the Sealed Proposal Form, and all written narratives a

appendices. The second (preferably a sealed envelope)

contain the Fee Proposal. Both shall be clearly Identified

the

Itemized Time and Materials rate sheet by general catego

(i.e. project coordinator, est imator, scheduler, project manage

document reviewer, administrative assistant, clerical, etc.) reflects the work proposed in t his RFP. The rate schedule shoul

include hourly charge rates (straight, holiday, stand by premium time, pass t hrough markup) for labor .-l,.«i•fir;>tirmd

1 of2

the 7 initiatives from RFI as framework throughout

document. All whitepapers and appendix examples are

d or peer reviewed by employees of PSI or its sub

contractors. All appendlcies were relevant, particularly

Appendix E Hawaii specific reports. Even discussed county

level energy plans and recent Hawaii regu latory trends.

of addendums in the spaces, but was in the

affidavit stating acceptance of terms and

passthrough markup

Dept of Education Confidential 5/28/2013

Offeror Name:---------

EESMP Vendor RFP No 6100213

PART 5 of 5: Rating/Score Summary

identify all costs expected in the implementation of

EESM P associated with the follovvine:

i. Office space, excluding the Offeror's IT needs ii. Pr~.a.,•mt

Management iii. Project Management iv. Con

Management v. Engineering vi. RFP Development/Biddi

vii. Electric Vehicles for Program Management,

Management & Construction Management staff viii.

Planning ix. Travel, per diem or housing costs for resources

neighbor islands x. Printing/plotting xi. Expected reimburs expenses.lnclude a complete listing of material, ~PrVIroo~ .•

and/or equipment for whi ch you will expect to be reimb

The DOE expects all costs that can be known to be established

Specify any additional cha rges that may arise in connection

the Program not already listed. Note that any fees or E>>Ct1E>r><e,;t

not included in your proposal and discussed in this section, not be considered during neolln1ri,t·inr><l

Offeror's ownership of generation equipment for the d

of the

Offeror's corporate vision, mission and

2 of2

oted that master planning allocation can be reduced

rough value engineering. Percentage breakdown of the

does add up to 100% ...

signature. Compelling passionate about education and n energy, energy independene and community

nvolvement. 30-60 people dedicated to the program.

bal experience, environmental steward, technology

I.

proud of no bankruptcies and provided its process

Extremely detailed answer, shared entire process for

ncing projects. Will retain ownership and primary

''"'"''''"'ll'P with the DOE for the life of the PPAs and ldl:scusse!d options for transferring partial ownership to find

efficiencies at 7·years (industry standard).

not discuss SPI goals but does discuss 7 initatives

detailed and even discussed the use of moku and

Dept of Education Confidential 5/2JJ/2013

Offeror Name:--- - -----

EESMP Vendor RFP No 6100213

PART 5 of 5: Rating/Score Summary

Format: a 3 ring binder) shall contain a cover letter, the tra

letter, the Sealed Proposal Form, and all written narratives a appendices. The second (preferably a sealed envelope) shall

contain the Fee Proposal. Both shall be clearly identified the outside.

(i.e. project coordinator, est imator, scheduler, project document reviewer, administrative assistant, clerical, etc.)

reflects the work proposed in th is RFP. The rate schedule sh include hourly charge rates (straight, holiday, stand by

premium time, pass through markup) for labor classificatio

Written descript ion and explanation of each

Items to be discussed In negotiation

Yes

X

1 of 3

No

X

X

Notes

""''P"'""· company confidientioal. Contains trade secrets proprietary Information ... . "

is listed as a sub and there is no explanation of the ct method.

such statement. Chevron put a disclaimer on every page or disclosure of data contained on this sheet is subject e restriction on the title page of this proposal or quote" page states "this proposal remains subject to difinitive

documentation and CES shall not be under any obligation to difinitive documentation."

contracted services, rates for subs, specialty ... not what was requested. No holiday, standby or

premium rates listed. All rates are escalated at 1.5% per year ... Us ted interconnect study as a $300k time and materials? Unclear why, should be part of cost of work.

• n•Pnn:nm" is to be discussed in negotiation per the cover and each sheets disclaimer ... did not call out specific

Dept of Education Confidential S/28/2013

Offeror Name: - ----- - --

EESMP Vendor RFP No 6100213

PART 5 of 5: Rating/Score Summary

identify all costs expected in the implementation of the

EESMP associated with the following:

i. Office space, exclud ing the Offeror' s IT needs ii. Program

Management iii. Project Management iv. Construction

Management v. Engineering vi. RFP Development/Bidding

vii. Electric Vehicles for Program Management,

Management & Construct ion Management staff viii. M Planning ix. Travel, per diem or housing costs for resources on

neighbor islands x. Printing/plotting xi. Expected reimbursable

expenses. include a complete listing of material, services,

and/or equipment for which you will expect to be reimbursed.

The DOE expects all costs t hat can be known to be established

Specify any additional charges that may arise in connection with

the Program not already listed. Note that any fees or ex1per1sesl

not included in your proposa l and discussed in this

Offeror's business activities for last 5 years, details of subcontractor bankru

Offeror's ownership of generation equipment for the duration of the

Offeror's corporate goals and their alignment and

the

Program management on multiple islands X

Procedures for responding to complaints x

2of3

X is no sheet that states the costs associated with

implementation.

. States its subcontractors have had

no cover letter. Planning on doing a flip lease transfer and

using third party ownership. No explanation of relationship lhPtw<>Pn CES RPG and CES. States would consider 100%

DOE goals but does not discuss

cover letter. No discussion of approach and used simple

as provided in the RFP. Team is one PgM, one

Dept of Education Confidential 5/28/2013

Offeror Name:---------

EESMP Vendor RFP No 6100213

PART 5 of 5: Rating/Score Summary

Yes No Notes

X

3 of 3

a lot of Chevron corp processes not indicative

good solution •. "solar as the

Dept of Education Confidential S/28/2013

From: Sent: To: Subject:

From: Ray L'Heureux/OSFSS/HIDOE To: Sarah McCann/FaciiDev/HIDOE@ HIDOE, Date: 06/10/2013 02:55PM Subject: Re: lnbox

Jonathan S. Moore Thursday, July 11, 2013 11:29 AM Jonathan S. Moore FW: Inbox

Ok Sarah ... and thanks. I dont think we should have any more discussions until this is resolved . Your counsel has cc'd my boss and the Chair of BOE ... there most certainly will be discussions at that level. Not only that but I do believe that you and I cannot have any discussions regarding bids ... I am not on the selection committee and neither are you. Nor are we procurement experts. .. I have to have faith that due diligence and best value prevail. I dont think you realize the gravity of the situation as it now stands.

<imageOO l.gif>Sarah McCann---06/1 0/2013 02:39:37 PM---Ray, by the way I just wanted to say that the reason I was advised not to alert Gilbert is that our

From: Sarah McCann/FaciiDev/HIDOE To: Ray L'Heureux/OSFSS/HIDOE@HIDOE, Date: 06/10/2013 02:39PM Subject: Re: lnbox

Ray, by the way I just wanted to say that the reason I was advised not to alert Gilbert is that our hope is this will be handled at the highest levels without the need to discuss my letter in detail, or to bring Gilbert into it... truly hoping the program will go forward with the conforming bid ... but I see what you mean and would not want him to feel slighted ... I forwarded it to him. thanks for understanding and let me know if you want to discuss anything further.

<imageOOl.gif>Ray L'Heureux---06/10/2013 01 :03:39 PM---You should absolutely inform Gilbert... you owe him at least that in my estimation ... and I most

From: Ray L'Heureux/OSFSS/HIDOE To: Sarah McCann/FaciiDev/HIDOE @HIDOE, Date: 06/10/2013 01 :03PM Subject: Re: lnbox

You should absolutely inform Gilbert... you owe him at least that in my estimation ... and I most certainly know it will come up.... thank you for at least giving me the heads up

<imageOO l .gif>Sarah McCann---06/1 0/2013 12:08:36 PM---Hi Ray, I was just at your office and left a sealed envelope

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Exhibit "E"

in the inbox noone was around, you a e

From: Sarah McCann/FaciiDev/HIDOE To: Ray L'Heureux/OSFSS/HIDOE@HIDOE, Date: 06/10/2013 12:08 PM Subject: lnbox

Hi Ray,

I was just at your of f ice and left a sealed envelope in the inbox noone was around, you are the only person t o s ee this, I am not advising Gilbert unless you think I should, but I hope it never h as to come up . .. but wanted to make sure you are not blindsided by the AG when they call .

Most Respectfully, Sarah McCann

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From: Sent: To: Cc:

Bert T. Kobayashi, Jr. Monday, June 10, 2013 3:56 PM james.e.raymond@hawaii.gov Jonathan S. Moore

Mr. Raymond, I thought my letter was clear. Here is an email from a supervisor to Ms McCann. The instruction was that any communication as to the situation in which she was placed is to be only through this office. This is a reminder. Bert T. Kobayashi, Jr.

From: Ray L'Heureux/OSFSS/HIDOE To: Sarah McCann/FaciiDev/HIDOE@HIDOE, Date: 06/10/2013 02:55 PM Subject: Re: lnbox

Ok Sarah .. . and thanks. I dont think we should have any more discussions until this is resolved. Your counsel has cc'd my boss and the Chair of BOE ... there most certainly will be discussions at that level. Not only that but I do believe that you and I cannot have any discussions regarding bids .. . I am not on the selection committee and neither are you. Nor are we procurement experts ... I have to have faith that due diligence and best value prevail. I dont think you realize the gravity of the situation as it now stands.

Bert T. Kobayashi, Jr. I A Law Corporation KOBAYASHI, SUGITA & GODA LLP 999 Bishop Street, Suite 2600, Honolulu, HI96813J Tel: 808-539-8700 I Fax: 808-535-57991 www.ksqlaw.com I btk@ksqlaw.com

Circular 230 Disclosure: To comply with requirements imposed by the IRS under Revised Circular 230 and comparable State law, any tax advice contained in this communication (including any attachments) is not intended to and cannot be used for the purpose of avoiding penalties imposed by the IRS or to promote, market or recommend to another party any tax related matter(s) addressed herein.

This communication (and any attachments) are confidential and are intended only for the individual(s) or entity named above and others who have been specifically authorized to receive it. This communication and the information herein are protected by the Electronic Communications Privacy Act, 18 U.S.C. sections 2510-2521 and may be subject to legal, professional, work product and/or other legal protection. If you are not the intended recipient, please do not read, copy, use or disclose the contents of this communication to others. Pleasl~ notify the sender that you have received this email in error by replying to the email or by telephoning 808-535-5700, and delete this email and any attachments from all computers without reading or saving the same in any manner whatsoever. Thank you.

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Exhibit "F"