FY18NGAPSolicitation_47PA04R0001.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

EQPMAA-17-0069 2

47PA0417R0001

miranda.webster@gsa.gov (313) 317-9611

PMAA

See below for additional information

Miranda Webster

221210

1,000 employees

7/26/2017

8/25/2017

2:00 PM (EST)

GSA Energy Division (PMA) 1800 F Street, NW Washington, DC 20407

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 2

Standard Form 1449 Continued

BLOCK 10. The Small Business Size Standard for this procurement is the natural gas production standard of 1,000 employees and the NAICS code 221210. Any natural gas supplier with the number of employees exceeding this standard for three continuous calendar years is considered a large business for the purposes of this procurement.

NOTE: All questions must be submitted in writing and can be sent via:

Electronic Mail at: Miranda.webster@gsa.gov mailto:Miranda.webster@gsa.gov

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 3

TABLE OF CONTENTS

TABLE OF CONTENTS

PROCUREMENT SCHEDULE

SECTION A: SCOPE OF WORK

A.1 GENERAL TERMS

A.2 BIDDING PROCESS

A.3 GAS SUPPLY

A.4 CONTRACT PRICING

A.5 TERM

A.6 DELIVERY POINT

A.7 METERING AND BILLING

A.8 NOMINATING AND BALANCING RESPONSIBILITIES

A.9 LINE LOSSES

A.10 CREDIT FOR DEFAULT SERVICE

A.11 RISK OF LOSS

A.12 PROTECTION OF CONTRACT INFORMATION

A.13 ANTI-DEFICIENCY

A.14 FILINGS WITH REGULATORY AUTHORITIES

A.15 AUTHORIZED USERS

A.16 ADDING AND DELETING FACILITIES TO THIS CONTRACT

A.17 PAYMENT AND BILLING

A.18 CONTRACT ADMINISTRATION

A.19 PROCUREMENT FEE

A.20 MATERIAL CHANGE

A.21 SERVICE INTERRUPTION

A.22 TAXES

A.23 CHANGE OF REGULATION

A.24 QUALITY AND MEASUREMENT

A.25 FORCE MAJEURE

A.26 SPECIAL CONTRACT TERMINATION - LIQUIDATION OF CONTRACT POSITIONS

A.27 INSTRUCTIONS FOR THE ORDERING AGENCY ARE CONTAINED IN ATTACHMENT (A)

A.28 ENROLLMENT

A.29 LOAD REDUCTION

A.30 DEFINITIONS

SECTION B: FEDERAL ACQUISITION REGULATION (FAR) CLAUSES/PROVISIONS

SECTION C: SUBMISSION REQUIREMENTS

C.1 PRICING

C.2 SCHEDULE:

C.3 EVIDENCE OF TECHNICAL CAPABILITY

C.4 NOTES AND INSTRUCTIONS TO OFFEROR REGARDING PRICING

C.5 SUBMISSION OF PROPOSALS

SECTION D: EVALUATION FACTORS FOR AWARD

D.1 EVALUATION

D.2 BASIS FOR AWARD

D.3 POST AWARD REQUIREMENT FOR SMALL BUSINESS SUBCONTRACTING PLAN

SECTION E: REPRESENTATIONS AND CERTIFICATION

FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS

(JAN 2017) 37

ATTACHMENT 1: CONTRACTOR INFORMATION

ATTACHMENT 2: OFFEROR ACKNOWLEDGEMENT – REVERSE AUCTION

ATTACHMENT 3: SUBCONTRACTING PLAN

ATTACHMENT A: INSTRUCTIONS TO THE ORDERING OFFICER

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 4

PROCUREMENT SCHEDULE

EVENT DATE TIME

Posting of Solicitation on http://www.fedbizopps.gov

07/26/17 (Wed) 5:00 PM ET

Release of Preliminary Exhibit 1 Including State, Agency, Utility, City, Service Type and Estimated Annual Dths.

07/26/17 (Wed) 5:00 PM ET

Supplier Call-In Teleconference 08/03/17 (Tues) 1:00 PM – 2:00 PM ET EnerNOC Platform Demo for Prospective Suppliers

08/03/17 (Tues) Immediately Following Supplier Call-In Teleconference

Deadline for Questions Submitted Via Email Regarding the Solicitation

08/08/17 (Fri) 1:00 PM ET

Posting of Answers to Both Supplier Teleconference and Email Questions

08/14/17 (Mon) 5:00 PM ET

Technical Response Due Date and Time

08/25/17 (Fri) 2:00 PM ET

Completion of Technical Evaluations

09/28/17 (Thurs) 5:00 PM ET

Notification of Qualification 09/29/17 (Fri) 5:00 PM ET

First Day of Auctions TBD – Between 10/1/2017 and 9/30/2018; specific date will be based on market opportunities

11:00 AM – 1:00 PM ET

Award Notification to Auction Winner for First Day of Auctions

TBD – Between 10/1/2017 and 9/30/2018; specific dates will be based on market opportunities

2:00 PM ET

Remaining Auctions & Award Notification – As Specified in the Exhibit 1 Auction Schedule

TBD – Between 10/1/2017 and 9/30/2018; specific dates will be based on market opportunities

2:00 PM ET

Supply Contract Service Start Date

TBD – After October 1, 2017; specific start dates will be based on market opportunities http://www.fedbizopps.gov/

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 5

SECTION A: SCOPE OF WORK

A.1 GENERAL TERMS

The General Services Administration’s (GSA) Energy Division is issuing this solicitation for the supply of natural gas to end-use facilities located across the United States. This contract will be administered by the contracting officer and account managers of GSA’s Natural Gas Acquisition Program (NGAP).

Currently, thirty (30) Federal agencies utilize NGAP to purchase gas for 339 end-use accounts located in thirty-five (35) states and sixty-nine (69) natural gas utility service territories. These agencies purchase in excess of $80 million in third-party natural gas supply annually through NGAP. GSA will make all contract awards on behalf of the agencies that use NGAP to purchase third-party natural gas supply but each of the agencies is responsible for paying their own bills.

It is the desire of the U.S. Federal Government to secure the lowest cost for natural gas supply and gas transportation to Federal facilities utilizing the most direct pipeline into each Local Distribution Company (LDC) utility service territory. NGAP utilizes a transaction platform provided by EnerNOC to collect bids through an internet based reverse auction. Usage data files will be provided seven working days prior to the date of each reverse auction opportunity. The Federal facilities that use NGAP to purchase natural gas supply are located in the following local distribution companies (LDC):

LOCAL DISTRIBUTION COMPANIES

AR Arkansas Western Gas Company AR ARLKA Centerpoint AZ Unisource Energy Services CA Pacific Gas & Electric CO Atmos Energy CO Xcel Energy/ PSC of Colorado DC Washington Gas & Light, DC DE Delmarva FL TECO Peoples Gas GA Atlanta Gas Light IA MidAmerican Energy ID Intermountain Gas Company IL Ameren Illinois

IL NICOR

IL Peoples Gas IN Citizens Gas & Coke IN Vectren KS Kansas Gas Services KY Columbia Gas of Kentucky MA Berkshire Gas MA Columbia Gas MA Eversouce MA National Grid MD Baltimore Gas & Electric MD Columbia Gas of Maryland MD Washington Gas & Light, MD MI Consumers Energy MI DTE Energy

MI SEMCO

MN Minnesota Energy Resources MT Northwestern Energy NC Piedmont Natural Gas NC PSNC Energy NE Source Gas

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 6

NH Liberty Utilities

NJ PSE&G

NJ South Jersey Gas NM New Mexico Gas Company Inc.

NY (Corning) Bath Electric, Gas & Water NY Central Hudson NY Con Edison NY National Fuel Gas Distribution NY National Grid

NY NYSE&G

OH Columbia Gas of Ohio OH Dominion / East Ohio Gas OH Duke Energy OH Pike Natural Gas Company OH Vectren Energy Delivery OK Oklahoma Natural Gas PA National Fuel Gas Distribution

PA PECO

PA Peoples Natural Gas PA Philadelphia Gas Works

PA UGI

PA UGI Central Penn PA UGI Penn RI National Grid TX Atmos Energy TX Centerpoint Energy TX Texas Gas Service UT Questar VA Columbia Gas of Virginia, Inc VA Virginia Natural Gas VA Washington Gas & Light – VA WA Avista Utilities WA Cascade Natural Gas WI Wisconsin Gas WV Mountaineer Gas

Under this solicitation, GSA is issuing this Request For Proposals (RFP) for pricing of natural gas supply, transportation, and delivery (including any/all directly related ancillary and/or incidental services necessary) of natural gas to various Federal facilities located in the LDCs listed in the Preliminary Exhibit 1 included in Section C. A number of the LDCs listed above are not included in the Preliminary Exhibit 1 and GSA is not requesting responses for natural gas supply for those LDCs. This full list of LDCs has been provided for informational purposes only and the end-use accounts located in the LDCs not included in the Preliminary Exhibit 1 are currently under longer term contracts.

The winning Contractor will be responsible for the following duties:

a) Supply of firm or interruptible natural gas supply for delivery to various Federal facilities listed in Exhibit 1 including LDC, interstate and intrastate pipeline losses;

b) Manage, nominate and schedule transportation service with the Local Distribution Company (LDC) to the citygate and manage the gas to the burnertip for each Federal facility account;

c) Communicate directly with the LDC to balance scheduled and actual receipt and delivery of Federal facility's gas pursuant to the LDC’s Transportation Service Agreement and this contract;

d) Coordinate its actions with the LDC and the agency point of contact for each Federal facility account; and

e) Perform all other incidentals necessary to execute the duties set forth in subsections (a), (b), (c) and (d) above.

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 7

A.2 BIDDING PROCESS

The Government will utilize an internet based reverse auction transaction platform provided by EnerNOC (hereafter “Reverse Auction”) to collect bid prices. The Government will conduct a series of reverse auctions each with its own unique RFP number for individual accounts or groups of accounts, pricing products and contract length terms. Contractor’s prices will be submitted in accordance with the instructions in Section C. Prices submitted through the platform will EXCLUDE Sales Tax (ST).

A.3 GAS SUPPLY

The terms and conditions of this agreement will govern both Firm and Interruptible accounts, as specified by the LDC rate class designations detailed in the Exhibit 1.

The supply of natural gas to be provided to each Federal facility account shall be a fixed and / or indexed price for the facility's full requirements/usage for the term specified for all gas supply and pricing options herein.

Unless otherwise specified in Exhibit 1, an account is defined by account number, not street address, and comparisons to determine variances shall be determined using the last 12 months usage data shown in Exhibit 1. All comparisons shall be between like months (December ‘15 and December ‘14; November ‘15 and November ‘14, etc). If no data was provided for an account (represented by "na" in the Exhibit 1 spreadsheet) then price adjustments will not apply. The Contractor will be responsible for providing GSA with documentation (e.g. invoices, sales receipts, purchase receipts, etc) clearly identifying costs.

Contractors will be required to include any information on the invoice other than the firm fixed or index price as itemized line items.

In the event an LDC does not perform monthly meter readings, the total monthly usage will be calculated using the total usage divided by the total number of months shown on the LDC invoice. The usage for each month (when obtained) will be used for balancing to contract volumes.

OPTION I:

During each month of delivery for the term of the contract, the Government may over or under burn the estimated quantities as specified by month for each account listed in Exhibit 1. The Contractor is responsible for supplying the facilities’ full requirements under this option. The awarded contract price shall apply to the estimated contract volumes and those quantities over or under burned monthly within an established allowable percentage volume variance. For example: if ten percent (10%) allowable variance of the estimated quantities listed in Exhibit 1 is selected then:

1. The price of gas burned in excess of 110% of historical volumes shall be found by using the applicable monthly price index published as “Midpoint Averages” in the monthly Gas Daily Price Guide for the associated month, plus transportation if any (if citygate index price no transportation will be added), fixed margin of $0.10 per decatherm (dth), and procurement fee of $0.05 per dth (as defined in Section A.19).

2. The price of any gas below 90% of historical volumes that was not burned shall be sold and priced using the applicable monthly price index published as “Midpoint Averages” in Gas Daily Price Guide for the associated month and applied as follows:

a) If the index price is less than the fixed contract price, Contractor shall be entitled to compensation in the amount of the fixed contract price minus the index price for the month multiplied by the unused dth quantity.

b) If the index price is greater than the fixed contract price, customer shall receive credit in the amount of the index price for the month minus the fixed contract price multiplied by one half the unused dth quantities.

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 8

NOTE: The $0.05/dth fixed procurement fee which is included in the awarded contract price shall be subtracted from calculation of either compensation or credit referenced in 2.a) and 2.b) above.

Contractor shall submit to the account manager a copy of the monthly invoice and a spreadsheet listing the additional quantities of gas purchased or gas sold, the applicable Gas Daily index pipeline pricing point, and as applicable, transportation cost, fixed $0.10 margin, and fixed procurement fee of $0.05. This additional gas purchased or sold shall be listed on the monthly invoice as a separate line item with any associated comments. Once the applicable pricing point has been chosen and documentation provided to the account manager, Contractors will not be allowed to switch for the remainder of the contract.

OPTION II:

The supply of natural gas to be provided to each Federal facility account under option two shall be one hundred percent (100%) usage, full requirements, firm fixed price option with no guaranteed usage/volumes to the Contractor and no usage restrictions to the Government. The Government shall be invoiced monthly on actual usage at the awarded contract price, with unlimited usage. During any month of delivery for the term of the contract, the Government may over or under burn the estimated quantities as specified by month for each account listed in Exhibit 1. In both over burn and under burn scenarios, the Government shall be invoiced at the awarded contract price for actual usage. See section A.20 MATERIAL CHANGE for additional information regarding changes in historical usage.

OPTION III:

The supply of natural gas to be provided to each Federal facility account under option three shall be a Firm fixed price for the designated percentage (eg: 0% to 100%) of the facilities full requirements and index based price for the designated remaining percentage of the facilities full requirements (eg: 25%) for the contract term specified. Referenced percentages (Firm and Index) will be identified in Exhibit 1. Note this option is a Full Requirements Supply Option.

The Government shall have the right during the term of this agreement to lock-in the price for the percentage of the Indexed Priced gas for any or all month(s) remaining in the term of the contract by notifying the Contractor of the Government’s desire to do so. The Government will provide the Contractor with a notice identifying the month(s) and estimated monthly volumes it desires to lock in. Note A.4 (c) below. Under this option, the Government may elect to lock Indexed priced gas at firm fixed prices as noted or at pre-established trigger prices based on the escalation in commodity indices such as NYMEX Henry Hub Prices.

A.4 CONTRACT PRICING

OPTIONS I AND II

1. The total price to be paid to the Contractor for the gas supply and related service(s) provided to the facility under the full requirements supply options (with usage variance – Option 1; without usage variance - Option 2), shall include the Contractor’s costs, margin and the procurement fee stated in paragraph A.19 of this solicitation and shall be in effect for the entire term of the agreement.

OPTION III

1. The total price to be paid to the Contractor for the gas supply and related service(s) provided hereunder shall be the total of a designated percentage of Firm Fixed Price gas and Indexed Price Gas and shall consist of a commodity element and a transportation element as follows:

(a) Commodity Element of Cost:

Firm Fixed Price Gas: The Commodity Price to be paid for Firm Fixed Price Gas shall be the Firm Fixed Unit Price per dth multiplied by the designated percentage (eg:75%) of gas delivered and accepted by the LDC for each Federal facility account. The Firm Fixed Unit Price per dth shall be a bundled firm fixed price for natural gas delivered to the citygate, FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 9 including all Contractor cost and margin plus the procurement fee of $0.05 per dth (as defined in Section A.19) and shall be in effect for the entire term of the agreement.

Index Based Gas: The Commodity Price to be paid for Index Based Gas shall be the applicable Index Based Unit Price per dth multiplied by the Index Based Gas Volume per dth for the designated remaining percentage (eg:25%) of gas delivered and accepted by the LDC for each Federal facility account. The Index Based Unit Price shall be based on the monthly “Midpoint Averages” Henry Hub Index as published in the monthly Gas Daily Price Guide for the associated month.

(b) Transportation Element: Contractor shall transport the Index Based Gas to the Citygate specified for each month of delivery required by the contract for a bundled firm fixed price.

Such transportation charge shall include all Contractor costs associated with delivering the index-based gas to the Citygate/Delivery Point, such as line losses and/or Fuel Factor adjustments, all applicable royalties and taxes, the procurement fee of $0.05 per dth (as defined in Section A.19),and Contractor margin.

Note: under Option lll, GSA will only request a transportation (basis) price through the auction and will not request a fixed price for any percentage of gas commodity through the auction.

(c) Commodity Price Lock In Option: Per Section A.3 of the Solicitation, under Pricing Option III the Government has the right to lock in commodity pricing if it chooses to do so. The Government will have the right to lock-in pricing up to three (3) times over the term of the contract awarded. If it chooses to lock-in commodity pricing, the Government will provide notice of those months and volumes it wishes to lock-in and will ask Contractors to lock-in this pricing on a timely basis.

Unless otherwise agreed, any such pricing offer shall remain open for acceptance by the

Government until 2:00 PM Eastern Time on day of pricing offer. There will be no limitations on how few or many months for each lock-in request. (i.e., 1 month or for the entire remainder of the contract term) but the Government will be limited to a total of 3 lock-ins over the term of the contract awarded.

All Contractor costs including potential administrative cost for locking-in pricing up to three (3) times should be included in the basis bid prices submitted during the auctions.

INDUSTRY CONSIDERATIONS:

In the event that the indices and/or pricing points utilized under Options I & lll herein for deriving the Index Based Unit Price no longer exist or become so substantially different in nature so as to render their use inappropriate for the purpose of this Contract, or if for any other reason the Contractor and the Contracting Officer agree that the applicable published Index no longer reflects an appropriate benchmark for determining the market price of Natural Gas, the parties may determine that the Indexes are no longer valid for use in determining the Index Based Unit Price for gas under this Contract. The parties shall agree upon an alternative method of computing the Index Based unit price for the remainder of the Contract. If the parties can’t come to agreement then the dispute will be resolved utilizing alternative disputes resolution procedures as stipulated in FAR 52.233-1

A.5 TERM

The initial term of this Agreement shall be for the number of full billing cycles specified in the Exhibit 1 for the awarded auction RFP. The service start and end dates shall be established by either the date specified in the auction schedule included in the Exhibit 1 files or the next meter read date immediately following the date specified in the auction schedule pursuant to specific LDC enrollment procedures. It will be the Contractor’s responsibility to ensure that the delivery start date complies with these terms and

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 10 any penalties resulting from missing this required service start date shall be borne by the Contractor.

Should an extension beyond the original contract term be required by the Contracting Officer, a bilateral contract extension shall be negotiated for a term of up to twelve (12) months beyond the end of the original contract term.

A.6 DELIVERY POINT

The “Natural Gas Delivery Point”, as specified in the Exhibit 1 for such natural gas shall be that point on the distribution system at which the LDC takes possession and ownership of the natural gas supply (citygate) for final delivery to the facility meter (burnertip). This same Delivery Point shall be where the facility takes title to the natural gas though Contractors are required to manage the natural gas to the burnertip.

A.7 METERING AND BILLING

Metering and billing services under this contract shall be provided in accordance with the terms of Section A.17. If billing services are rendered by the LDC, it shall be the Contractor’s responsibility to coordinate with the utility company to ensure that the Contractor receives proper reimbursement for natural gas supply delivered to the specified LDC for each account, whether master account, summary billed account or individually metered account. It shall be the Contractor’s responsibility to know and understand the specific details and requirements for independent and/or summary billing, reporting, and coordinating with the aforementioned utility companies. Special billing requirements and procedures are discussed below.

(a) The rates and charges contained in this solicitation will be billed monthly unless a Federal facility requests and the Contractor and GSA/CO agree to another arrangement. A monthly billing period is defined as a period consisting of not less than 27 days and not more than 35 days. Bills for shorter or longer periods than defined herein shall be prorated on the basis of the number of days divided by 30.

(b) Bills are due and payable in accordance with the Prompt Payment Act. The late payment charge will be one and one half percent (1-1/2 %.) per month.

(c) Each Federal and Non Federal facility shall be responsible for payment of bills rendered by either a Contractor and/or LDC.

(d) For pricing Options I & III where index-based gas is delivered, Contractors are required to include the applicable price index as published in Gas Daily Price Guide and pipeline pricing point associated with any transport costs (if applicable).

A.8 NOMINATING AND BALANCING RESPONSIBILITIES

It is the Contractor’s responsibility to conduct all required nominations on behalf of the accounts specified herein.

The Contractor shall be fully familiar with the LDC and pipeline tariff provisions including operational and billing requirements such as imbalance policies, interstate/intrastate transmission losses of the LDC and other interstate/intrastate transmission companies. Any costs or penalties associated with activities upstream of the Delivery Point (eg: charges for balancing, nominating, storage, pooling costs, upstream and capacity requirements, billing charges, etc) are to be evaluated prior to bid and included in the Contractor’s bid price. These costs will be the sole responsibility of the Contractor. Unless approved in writing by the Government prior to the bid, all costs associated with these items will be billed individually by facility.

In instances of consolidated billing, LDC charges passed through to the facility by the Contractor for balancing, nominating, storage, pooling costs, billing charges, etc will be passed through at cost.

The Government will not be responsible for any penalties or other costs caused by the Contractor. Any utility assets including natural gas banks assigned to and paid for by the facility for transport or supply will be used solely for the transport of natural gas purchased for the facility.

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 11

A.9 LINE LOSSES

The data provided in Exhibit 1 is historical usage for the facilities and is for usage baseline and planning purposes only. Unless otherwise noted, the historical volumes provided are burner tip usage. Burner tip usage, pipeline and LDC line loss volumes will be combined and billed at the contract rate. Line losses are not included as part of any usage variance provision. The Contractor is responsible for the analysis of all account data available and the acquisition of adequate quantities for each facility.

A.10 CREDIT FOR DEFAULT SERVICE

If at any time (unless under a condition of Force Majeure) an account covered by this contract is forced to accept default service from the LDC serving in its capacity as the utility Contractor of last resort, the Contractor shall be responsible for payment of any additional costs incurred over and above the contract award price. Force Majeure in terms of this contract will refer to any of the events described in Section A.25

A.11 RISK OF LOSS

Risk of loss of natural gas supplied under this contract shall remain with the Contractor until, and shall pass to the facility only upon, delivery of said natural gas to the Delivery Point specified for each facility account.

A.12 PROTECTION OF CONTRACT INFORMATION

The Government will take the necessary and usual steps to maintain the confidentiality of information submitted by offerors prior to award of the contract. The Contractor is advised that the Government will make all contract prices publicly available for the full contract period upon contract award or awards. The Contractor shall also comply with all Federal regulations regarding the protection of all facility data and information furnished to the Contractor by the LDC.

A.13 ANTI-DEFICIENCY

In accordance with the Anti-Deficiency Act (31 U.S.C. 1341(a) (1)), nothing contained herein shall be construed as binding the Federal Government to expend, in any one fiscal year, any sum in excess of the appropriation made by Congress for that fiscal year in furtherance of the subject matter of the contract or to involve the Federal Government in an obligation for the future expenditure of moneys before an appropriation is made.

A.14 FILINGS WITH REGULATORY AUTHORITIES

Contractor shall file and pay, at no additional cost to the Federal Government, for any licenses, permits, registrations or other filings with applicable Federal, State, or local regulatory authorities, which are necessary for the Contractor to perform its obligations under this Contract. Contractor agrees to process diligently all applications, permits, or reports required. This paragraph does not apply to those certifications required of the Federal Government in order for the facility’s accounts to receive Natural Gas from LDC’s.

A.15 AUTHORIZED USERS

This contract is available, through the GSA/PBS Energy Division, for the use of all Federal agencies;

agency-sponsored universities and laboratories; and as authorized by law or regulation, state, local, and tribal Governments, and other organizations. All organizations listed in GSA Order ADM 4800.2 (as updated) are eligible to use this contract; however, prior to utilizing this contract, all authorized users must execute a Memorandum of Understanding (MOU) with the GSA/PBS Energy Division.

A.16 ADDING AND DELETING FACILITIES TO THIS CONTRACT

It is possible that certain authorized facilities will choose to satisfy their competitive natural gas requirements by the use of this contract. In this event the Government shall provide the Contractor with the facility’s revised natural gas requirement and the two parties shall mutually agree as to whether to extend the full terms and conditions of this contract to such facility account(s) located in any, and/or all respective service territories. It is also possible that some accounts that are enrolled under this contract

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 12 may subsequently be deleted at the facilities request. Deleting an account will be handled under the terms specified in Section A.26 Special Contract Termination and execution of a Standard Form 30 – Amendment of Solicitation/Modification of Award. Adding an account shall be accomplished through the bilateral execution of Standard Form 30 – Amendment of Solicitation/Modification of Award. The Contractor has thirty (30) days from the execution of the Standard Form 30 to add or delete account(s) from this contract.

In an applicable LDC where the policy is to change account numbers upon enrollment with a third-party contractor; the facility will not be considered an addition even if a new account number is assigned. If the LDC deems appropriate to change an account number for a facility during the term of this Contract, this will also not be considered an addition and it will continue to be served at the contract award price for the full term of the contract.

A.17 PAYMENT AND BILLING

For the purposes of this contract, Contractors will render monthly utility bills for each account included in this contract in accordance with the applicable LDC’s dual billing procedures. The Contractor shall base all invoicing on metered quantities at the customer meter and all bills must be in dth or mmbtu volumes. If estimated usage values are used, the Contractor shall adjust all estimated usage values to actual metered consumption levels no later than one (1) month after actual usage volumes are provided by the utility. Contractors will be required to include any price components on the invoice other than the awarded price as itemized line items. It shall be the Contractor’s responsibility to understand the specific details regarding the LDC’s requirements for billing, reporting, and coordinating.

In utilities that utilize gas cash out methodologies in relation to gas marketer supply pools, GSA requires that Contractors minimize the impact to end-use Federal accounts to the extent possible. Any volumes billed to end-use Federal accounts that are a result of utility gas pool cash outs must be clearly identified on the Contractor’s bills. These volumes and associated costs must be itemized and supported by appropriate documentation from the utility confirming the total dollar amount resulting from the utility required cash out.

There is no provision in this contract for consolidated billing, except in the states, municipalities, or locations where it is mandated by the governing regulatory commission and dual billing is not allowed.

Payment shall be in accordance with FAR 32.9 (Prompt Payment), including the clause at 52.232-25. If payment is to be made by electronic funds transfer, the provisions of FAR 32.11 (Electronic Funds Transfer), including the clause at 52.232-33 shall apply.

In addition to tendering original invoices to the authorized facility agency payment or finance office, it is also the Contractor's responsibility to ensure a copy of the monthly billing invoice for each facility account will be promptly provided to the designated NGAP Account Manager specified in the contract either by postal mail at the General Services Administration (GSA), PBS, Office of Facility Management, , Patrick V. McNamara Federal Building, 477 Michigan Ave Rm 115, Detroit, MI 48226, electronic mail or as otherwise agreed.

Each end-use agency is responsible for paying its own bills and setting up delivery orders with Contractors. Payment and billing will be in accordance with each end use agency’s payment and billing policies. The agency responsible for paying bills for each account included in FY18 NGAP auctions will be listed in Exhibit 1.

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A.18 CONTRACT ADMINISTRATION

After award, this contract shall be administered by the General Services Administration’s Energy Division.

The Contracting Officer for this contract shall be:

Miranda Webster U.S. General Services Administration

PBS Office of Facility Management, Energy Division (PMA) 477 Michigan Ave, Rm 115 Detroit, MI 48226

(313) 317-9611 miranda.webster@gsa.gov

The Account Managers for the day-to-day administration will be identified in the award notification provided to each Contractor at the time of award.

A.19 PROCUREMENT FEE

The Contractor hereby agrees to the assessment of a procurement fee on all facility accounts included in this contract that will be reflected in the Contractor’s price. This fee is $0.05 /dth for all usage billed under this contract unless otherwise specified by the Contracting Officer. This fee shall be paid directly to EnerNOC by the successful Contractor(s). EnerNOC will provide their Payment Instructions to all approved bidders prior to the first FY18 auction event occurring. In the event EnerNOC provides notice to GSA that they have not received fees from a Contractor for a period of three or more consecutive months, GSA will request either proof of payment from the Contractor to EnerNOC or proof that the Contractor has not received payment from the end-use facility.

A.20 MATERIAL CHANGE

End-use agencies are responsible for notifying the Contractor and the GSA Contracting Officer of changes that may impact a facility’s historical usage by more than 25% (a “material change”) including those caused by furnace outages, boiler shutdowns, equipment replacements and additions, maintenance of equipment or compliance with Presidential Directives, Executive Orders and Public Laws and Regulations, including the facility switching to an alternate fuel source. Additionally, a material change cannot be caused by increases or decreases in operating hours caused by fluctuations in weather. If end-use agencies properly notify the Contractor of a material change occurring, the Contractor will pay any penalties imposed by the LDC the end-use facility is located in. If end-use agencies fail to property notify the Contractor of a material change occurring, the agency shall pay any penalties imposed by the LDC in which the end-use facility is located. Any resulting costs owed by or credits owed to the Government associated with liquidation of contracted natural gas positions by the Contractor for the end-use facility will be determined in accordance with the calculations provided in Section A.26. Any costs owed by or credits owed to the Government shall be supported by proof of gas sales resulting from the liquidation. All such costs shall be itemized and supported by appropriate proofs of payment or settlement statements confirming the total dollar amount resulting from the termination.

GSA requests that Contractors provide all cost or credit related calculations and backup information within three (3) months of the Contractor first being notified a material change occurred and every month thereafter if the material change occurs for more than a one month period.

A.21 SERVICE INTERRUPTION

In the event that the market value of the committed firm requirement for “interruptible Service” facilities provides the opportunity to liquidate such volume at a price greater than the original value, the Contractor will notify the facility point of contact and the GSA CO of the opportunity and will sell such volume upon the request of the facility and GSA. The resulting revenue will be allocated in accordance with the following schedule.

Facility 90%

Contractor 10% mailto:miranda.webster@gsa.gov

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Total: 100%

In the event the LDC issues an interruption, supply curtailment, gas production period, entitlement period or operational flow order; the Contractor is to notify the GSA Contracting Officer, GSA account manager and facility Point of Contact prior to the event in writing via e-mail with the starting and ending dates and times of the restrictions. The GSA account manager and facility Point of Contact will be provided by GSA at the time of contract award.

A.22 TAXES

(a) The sales price provided will include all taxes that are imposed on the natural gas supply prior to the delivery point(s). All other taxes which are imposed with respect to the sale of the natural gas supply to facility which are incurred after the delivery point(s) will be passed through to the facility. If buyer is exempt from such taxes, facility will identify such exemption, and provide any applicable documentation.

The United States Federal Government is exempt from State Sales Tax.

(b)(1) After-imposed Federal, State, and local tax, as used in this paragraph, means any new or increased Federal, State, and local tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax or other employment taxes.

(2) After-relieved Federal, State, and local tax, as used in this paragraph, means any amount of Federal, State, and local tax or duty, except social security or other employment taxes, that would otherwise have been payable on the transactions or property covered by this contract, but that the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date.

(c) The contract price shall be increased by the amount of any after-imposed Federal, State, and local tax, provided the Contractor warrants in writing that no amount for such newly imposed Federal, State, and local tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise.

(d) The contract price shall be decreased by the amount of any after-relieved Federal, State, and local tax.

(e) Any increases or decreases in the contract price as a result of paragraphs (b) and (c) next above shall be accomplished by a bilateral contract modification.

A.23 CHANGE OF REGULATION

(a)(1) After-imposed Federal, State, and local regulation, as used in this paragraph, means any new Federal, State, and/or local regulation that was exempted or non-existent on the contract date but whose exemption/addition was later revoked/added during the contract period, on the transactions covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, regulatory or administrative action taking effect after the contract date.

(2) After-relieved Federal, State, and local regulation, as used in this paragraph, means any Federal, State, and/or local regulation that previously resulted in payments on the transactions or property covered by this contract, but that the Contractor is no longer required to pay or bear, or for which the Contractor obtains a refund or reduction, as the result of legislative, judicial, regulatory or administrative action taking effect after the contract date.

(b) The contract price shall be increased by the amount of any after-imposed Federal, State, and local regulation, provided the Contractor warrants in writing that no amount for such newly imposed Federal, State, and local regulation or rate increase was included in the contract price, as a contingency reserve or otherwise.

(c) The contract price shall be decreased by the amount of any after-relieved Federal, State, and local regulation.

(d) Any increases or decreases in the contract price as a result of paragraphs (b) and (c) above shall be accomplished by a bilateral contract modification.

FY18 GSA NATURAL GAS ACQUISITION PROGRAM Page 15

A.24 QUALITY AND MEASUREMENT

The Contractor is solely responsible for the quality of gas upstream of the citygate. Measurement, testing, heating value, delivery pressure, and quality of natural gas supply delivered shall be in accordance with the applicable interstate/intrastate pipeline specifications. The facility shall not be obligated to purchase or pay for natural gas that either the LDC or the interstate pipeline has refused to accept due to nonconformance with its specifications. The Contractor shall furnish all labor, materials, tools, equipment, and incidentals to supply and deliver direct supply natural gas to the LDC Citygate(s). The Contractor shall adhere at all times with applicable LDC tariff, agreements, rules and regulations.

A.25 FORCE MAJEURE

If either Party is rendered unable by Force Majeure to carry out, in whole or part, its obligations under this Agreement and such Party gives written notice and full details of the event to the other Party as soon as practicable, then during such Force Majeure, but for no longer than a period of 120 days in the aggregate during any 12 month period, then any obligations of the Claiming Party will be suspended. The parties expressly agree that upon the expiration of the 120 day period, Force Majeure will no longer apply to the obligations hereunder and both Parties will be obligated to perform. The Claiming Party will use commercially reasonable efforts to remedy the Force Majeure with reasonable dispatch. The Contractor shall supply to the Government Contracting Officer (CO) all documentation from its natural gas supplier(s) and/or transportation pipeline(s) which support the claim of Force Majeure.

In no event shall the economic hardship of either party constitute a Force Majeure condition. The following conditions, by themselves, shall not constitute a Force Majeure condition: the inability of the Contractor to obtain transportation, to obtain natural gas supply contracts, or the event of higher actual costs than contracted costs to the Contractor. Also See FAR Clause 52.212-4 and the Addendum to FAR 52.212-4 on Force Majeure located in Section B of this solicitation

A.26 SPECIAL CONTRACT TERMINATION - LIQUIDATION OF CONTRACT POSITIONS

At any time following contract execution or during the term of this contract, the Government may terminate this contract in its entirety or terminate service to individual accounts specified herein. The Government will pay any penalties imposed by the LDC or other appropriate authority associated with such termination in the event the subject contract account(s) were properly enrolled as required pursuant to Section A.28 herein. Upon termination, the Contractor and the Government will have no further obligation to each other with respect to the terminated contract or terminated individual accounts except as described herein.

If termination applies to a contract that is currently enrolled by the Contractor as the supplier of record with the LDC, then the Government must provide at least sixty (60) days prior notice of termination to the Contractor. Upon termination of an enrolled account(s), Contractor will return such account(s) to LDC service on the next available meter read date as determined by the LDC, and the party's respective obligations under this contract will cease on that meter read date. At the time the enrolled account(s) is terminated the Contractor will make a reasonable assessment of the difference between the Contract Price (Price A) and the market based price for the same supply at the time the contract is terminated (Price B). If Price A is greater than Price B the Government shall pay the Contractor the difference between Price A and Price B. If Price A is less than Price B, the Contractor shall pay the Government ninety (90%) percent of the difference between Price A and Price B. Such Contractor payment to the Government shall be made in the form of checks made out to the LDC in care of the respective Government accounts on a pro rata share basis within 30 days of contract termination. The Contractor's assessment of Price B shall include any incidental costs such as administrative costs, brokerage fees, transmission or increased tax costs for termination, provided such incidental costs are reasonable and documented for the Government.

All such costs shall be itemized and supported by appropriate proofs of payment or settlement resulting in the total amount resulting from the termination.

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A.27 INSTRUCTIONS FOR THE ORDERING AGENCY ARE CONTAINED IN ATTACHMENT (A)

A.28 ENROLLMENT

The Contractor will be responsible for enrolling new accounts with the LDC and/or switching Government accounts from current natural gas supplier (LDC or third-party supplier) to Contractor and fulfilling any obligations with the LDC to that end. The Government will make its best effort to ensure that all accounts included under this Solicitation and the resulting auctions are transportable. However, it is the Contractor’s ultimate responsibility to verify that both new and existing accounts are transportable and will continue to be over the life of the term awarded. All costs associated with a Contractor not being able to service an account based on non-transportability issues will be borne by the Contractor and not the Government. Post-award, Contractors will be responsible for notifying the Contracting Officer of any discrepancies associated with the number of meters at a particular facility in association with the historical volumes listed for each facility in Exhibit 1.

A.29 LOAD REDUCTION

The Federal Government will not be penalized in any way for pursuing energy conservation projects that reduce natural gas load requirements except as expressly detailed under A.20 Material Changes.

A.30 DEFINITIONS

All definitions are for the interpretation of this Contract:

a) Billing Period - A period consisting of not less than 27 days and not more than 35 days. Bills for shorter or longer periods than defined herein shall be prorated on the basis of the number of days divided by 30.

b) Burner-tip - Indicates the point of use for Natural Gas at the end-use facility.

c) Citygate- the point at which the LDC accepts the Natural Gas into their system.

d) Contracting Officer (CO) – The person with authority to enter into, administer, and/or terminate contracts, as well as to make related determinations and findings.

e) Confirmation - A written agreement executed by the Contractor, which specifies the estimated volume, pipelines utilized and pricing mechanisms of Natural Gas for a specified period.

f) Account Manager – A NGAP official who is designated by the Contracting Officer to assist in administering specific aspects (such as Technical aspects) of the contract. (FAR 2.101)

g) Delivered Cost - The all-inclusive cost consisting of the Commodity Cost, and Transportation Cost, of Natural Gas Supply to a Federal facility account for a given month.

h) Delivery Intrastate Pipeline - The pipeline on which Natural Gas Supply is transported by the

Contractor to the Delivery Point identified for each Facility account in the Task Order.

i) Delivered Natural Gas - The Natural Gas that is supplied by Contractor under this Contract, which is delivered to and is confirmed by the LDC as reaching the Delivery Point identified in a Task Order.

j) Delivery Point - The location on the Natural Gas Delivery System identified in each Task Order as to where title to the Natural Gas will pass from Contractor to the Federal facility account.

k) Dth. – One Decatherm which is equivalent to one million British thermal units

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l) Entitlement Period/Operational Flow Order (OFO) - Periods of time during which the Contractor receives notice from the LDC that restrictions are in effect over the LDC’s delivery system.

m) Facility – The Federal facility account which request service under the Contract.

n) Firm Fixed Price – A firm and fixed price for quantities of natural gas supply estimated to be used at the meter point during a given billing period for an account. This usage shall include peak, off-peak, weekends, and Holiday usage.

o) Fixed Price - A negotiated Commodity…