47PA0723R0001 FY23 NGAP Solicitation (2).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

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

TABLE OF CONTENTS

SECTION A: SCOPE OF WORK 2

A.1 GENERAL 2

A.2 DELIVERY POINT 2

A.3 NOMINATING AND BALANCING RESPONSIBILITIES 2

A.4 CREDIT FOR DEFAULT SUPPLY SERVICE 3

A.5 RISK OF LOSS 3

A.6 PROTECTION OF CONTRACT INFORMATION 3

A.7 PAYMENT AND BILLING 3

A.8 TERM 4

A.9 QUALITY AND MEASUREMENT 4

A.10 ADDING AND DELETING ACOUNTS TO THIS CONTRACT 4

A.11 LINE LOSSES 5

A.12 SERVICE INTERRUPTION 5

A.13 LOAD CHANGES DURING THE TERM OF THE CONTRACT 5

A.14 NATURAL GAS REGULATORY CHANGES 5

A.15 CONTRACT ADMINISTRATION 6

A.16 AUCTION PROCESS FOR PRICING USING ENEL X 6

A.17 ENEL X FEE 7

A.18 DAMAGES FOR MISSING CONTRACT START DATE 7

A.19 MATERIAL CHANGE 7

A.20 PRICING PRODUCT DESCRIPTIONS 8

SECTION B: FEDERAL ACQUISITION REGULATION (FAR) CLAUSES 10

SECTION C: SUBMISSION REQUIREMENTS 35

C.1 EVIDENCE OF TECHNICAL ACCEPTABILITY 35

C.2 PRICE PROPOSAL 36

C.3 SUBMISSION OF PROPOSALS 37

SECTION D: EVALUATION FACTORS FOR AWARD 39

D.1 EVALUATION 39

D.2 BASIS FOR AWARD 39

SECTION E: REPRESENTATIONS AND CERTIFICATION 40

TECHNICAL PROPOSAL CHECKLIST 59

ATTACHMENT 1: CONTRACTOR INFORMATION 60

ATTACHMENT 2: PRICE COMPONENT CONFIRMATION TABLE 61

ATTACHMENT 3: OFFEROR LDC BIDDER CONFIRMATION 62

ATTACHMENT 4: 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT 63

ATTACHMENT 5: SAMPLE FEDERAL CONTRACTOR VETERANS’ EMPLOYMENT REPORT VETS-4212 FORM 66

ATTACHMENT 6: SUBCONTRACTING PLANS 72

NOTE: ALL QUESTIONS MUST BE SUBMITTED IN WRITING TO ebony.atkinson@gsa.gov, nilka.diaz@gsa.gov and david.hague@gsa.gov.

SECTION A: SCOPE OF WORK

A.1 GENERAL

The U.S. General Services Administration’s (GSA) Clean Energy Division is issuing this solicitation for the supply of natural gas for accounts located behind various utility service territories. The accounts and their respective usage are expressed in the Exhibit 1 file. The Contractor shall supply the full natural gas requirements of the accounts for a term of up to sixty (60) full monthly billing cycles. Multiple awards are contemplated for this solicitation. Each contract will be administered by the contracting officers, either Ebony Atkinson or Nilka Diaz, and account managers of GSA’s Natural Gas Acquisition Program (NGAP). The responsible contracting officer will be identified in each contract awarded as a result of the solicitation. NGAP is part of the GSA Clean Energy Division.

GSA desires to secure the lowest cost, technically acceptable solution for natural gas supply and gas transportation to the accounts utilizing the most direct pipeline into the included utility service territories (hereafter referred to as the LDCs). NGAP utilizes a transaction platform provided by Enel X to collect pricing through an internet based reverse auction. The Government has organized its requirements for this solicitation in an Exhibit 1 excel spreadsheet. The service start date for all accounts shall begin with the first utility meter read date as specified by the applicable utility for the start month specified in the Exhibit 1 file. The monthly volumes provided in the Exhibit 1 file for each account are burnertip volumes and will be the contract volumes for any awarded contract(s). GSA will only be providing monthly data in the Exhibit 1 file and will not be providing daily or hourly volumes for any of the included accounts.

The terms and conditions of this agreement will govern both firm and interruptible (IT) accounts, as specified by the LDC rate class designations listed in the Exhibit 1 file.

Multiple awards are contemplated for this solicitation. Contractor(s) selected will be responsible for the following duties:

a) Supply of firm or interruptible natural gas supply for delivery to facility accounts including LDC, interstate and intrastate pipeline losses;

b) Manage, nominate and schedule transportation service to the LDC citygate and manage the gas to the burnertip for each account;

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

d) Coordinate its actions with the LDC and the GSA point of contact; and

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

A.2 DELIVERY POINT

The “Natural Gas Delivery Point”, as specified in 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 each account’s meter (i.e., burnertip).

A.3 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. The Contractor shall include any costs or penalties associated with activities upstream of the Delivery Point in its price (e.g., charges for balancing, nominating, storage, pooling costs, mailto:ebony.atkinson@gsa.gov mailto:nilka.diaz@gsa.gov mailto:david.hague@gsa.gov upstream and capacity requirements, billing charges, etc.).

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 account(s) included in this contract for transport or supply will be used solely for the transport of natural gas purchased for the account(s) included in this contract.

A.4 CREDIT FOR DEFAULT SUPPLY SERVICE

If at any time, unless as a result of an Excusable Delay (see FAR 52.212-4(f)), an account covered by this contract is forced to accept default supply service from the LDC serving in its capacity as the utility supplier of last resort as a result of action/inaction by the Contractor, the Contractor shall be responsible for payment of additional costs, if any, incurred.

A.5 RISK OF LOSS

Risk of loss of natural gas supplied under this contract shall remain with the Contractor prior to the Delivery Point and shall pass to the Government at and after the Delivery Point.

A.6 PROTECTION OF CONTRACT INFORMATION

The Government will take the necessary and usual steps to maintain the confidentiality of information submitted by offerors. The Contractor is advised that the Government will make all contract prices publicly available for the full contract period.

A.7 PAYMENT AND BILLING

The Contractor expressly agrees and acknowledges that each Government facility to which supplies, and services are provided pursuant to this contract will be separately responsible for and liable to pay for any such supplies or services. For the avoidance of doubt, GSA will be the responsible party for purposes of making payments for the accounts only where GSA is listed as the Agency in the Exhibit 1 file.

The Contractor will submit a monthly invoice to each Government facility for supplies and services rendered the previous month 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. Pricing shall be to the burnertip for each account and Contractor billed volumes must match burnertip volumes at the meter.

However, if actual usage is not available, the Contractor shall use the projected usage from Exhibit 1 and shall adjust all Exhibit 1 usage values to actual metered consumption levels no later than one (1) month after actual usage volumes are provided by the LDC. Contractors will be required to include any price components on the invoice other than the awarded price as itemized line items. The Contractor must establish a unique supplier account number for each end-use Government account and provide the corresponding LDU account number on each monthly bill.

Contractors are also required to include the LDC name, full service address and LDC account number on each invoice rendered. Additionally, any past due or outstanding balances must be included on monthly invoices and any associated late payment or finance charges must be clearly identified. The Contractor also expressly agrees and acknowledges they will be required to submit invoices in accordance with each end use agency’s billing requirements and systems which can include requirements for invoices to be submitted through online systems.

In addition to tendering original invoices to the authorized facility agency payment or finance office, it is also the Contractor's responsibility to ensure an electronic copy of each monthly billing invoice for each account is sent to gsa-ngap@gsa.gov within seven days of the original invoices being sent to the authorized agency payment or finance office. The invoices must not be password protected. It is the Contractor’s responsibility to submit an electronic copy to the email address listed above, and not the Government’s responsibility to pull invoices from the Contractor’s billing system or to use that system to direct invoices to the email address listed above.

mailto:gsa-ngap@gsa.gov

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.

If the Contractor is unable to allocate gas volumes that remain in their pool at the end of the contract term to other customers, the responsible Government agency or agencies for the account or accounts, as specified in Exhibit 1, will be responsible for paying for any gas volumes that remain in the supplier’s pool at the end of the contract term.

Any costs owed by the Government associated with gas remaining in Contractor’s gas pools shall be supported by documentation which must be reviewed and approved by the Government prior to a final invoice being issued for the gas volumes.

It shall be the Contractor’s responsibility to understand the specific details regarding the LDC’s requirements for billing, reporting, and coordinating. Payment shall be in accordance with FAR 32.9 (Prompt Payment). 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.

Contractor’s invoices must match the company name as specified in Attachment 1 and payment information for the Contractor in relation to invoices rendered must match the SAM.gov Unique Entity ID, Tax Identification Number and Cage Code specified in Attachment 1.

A.8 TERM

The initial term of this contract shall be for the number of full billing cycles specified in the Exhibit 1 file for each pricing group. The service start and end dates shall be established by either the date specified in the auction schedule included in the Exhibit 1 file 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 any penalties resulting from missing the required service start date(s) shall be borne by the Contractor.

A.9 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. Accounts 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 non-conformance 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 to applicable LDC tariff, agreements, rules and regulations.

A.10 ADDING AND DELETING ACOUNTS TO THIS CONTRACT

It is possible that additional accounts not included in Exhibit 1 may be added to the resultant contract. In that event, the Government will provide the Contractor with the facility’s natural gas requirement (if available) and the two parties shall enter into good faith negotiations to determine a price. A bilateral modification will be executed adding the line item on the Standard Form 30, Amendment of Solicitation/Modification of Award.

If the Government removes any accounts listed in Exhibit 1, the Government shall provide the Contractor with a written notice 45 business days before any such removal. The Government may unilaterally remove any facilities from the contract in its discretion. If accounts are removed, the methodology provided in the tailored clause FAR 52.212-4(l) Termination for the Government’s Convenience in Section B below shall be used to calculate the early termination charges, if any. The provisions of this paragraph shall not apply to accounts with early end dates noted in Exhibit 1 at the time of contract award.

A.11 LINE LOSSES

The Exhibit 1 volumes are burnertip volumes. Pipeline and LDC Line losses are to be included in the pricing submitted as Contractor billed volumes must match burnertip volumes at the meter. Line losses are not included as part of any usage variance provision. The Contractor is responsible for analyzing all account data available to ensure adequate burnertip volumes are delivered

A.12 SERVICE INTERRUPTION

The Contractor is to notify the GSA Contracting Officer, GSA account manager and facility account Point of Contact upon notification of an LDC-issued interruption, LDC-issued supply curtailment, or LDC- issued operation flow order occurring. This notification must be provided in writing via e-mail with the starting date and times of the restrictions. Contractors will need to follow the utilities’ direction on how to deliver gas to accounts during an LDC-issued interruption, supply curtailment or operational flow order.

The Contractor is to notify the GSA Contracting Officer, GSA account manager and facility account Point of Contact upon notification of a pipeline-issued interruption or pipeline issued supply curtailment occurring. This notification must be provided in writing via e-mail with the starting date and times of the restrictions. Contractors will need to follow the pipeline’s direction on how to deliver gas to accounts during a pipeline-issued interruption or supply curtailment.

Once the GSA Contracting Officer, GSA account manager and facility account Point of Contact have been notified by the Contractor; interruptible (IT) designated accounts, as specified in Exhibit 1, are required to curtail usage to the greatest extent possible during the period of time the restrictions are in place.

Any claimed costs owed by the Government associated with gas delivered during the time the LDC-issued interruption, LDC-issued supply curtailment, or LDC- issued operation flow is in place must be supported by proof of gas purchases during the event. All such costs must be itemized and supported by appropriate proofs of payment or settlement statements confirming the total dollar amount. Contractors shall provide the GSA Contracting Officer; GSA account manager and facility account Point of Contact all cost or credit related calculations and backup information within seven (7) days of the event ending.

If an Excusable Delay (see FAR 52.212-4(f)) occurs and penalty gas is delivered to an end-use facility, any resulting charges for penalty gas will be calculated based on the daily volumes delivered during the applicable period and daily pricing for the applicable pricing point. Any costs owed by the Government associated with penalty gas shall be supported by documentation from the Contractor. The Contractor shall provide all cost related calculations and backup information to the GSA Contracting Officer, GSA account manager and facility account Point of Contact within three (3) months of the event ending.

A.13 LOAD CHANGES DURING THE TERM OF THE CONTRACT

The Federal Government will not be penalized in any way for pursuing any projects that reduce natural gas load requirements except as expressly detailed under Section B, FAR 52.212-4, as tailored for this contract.

A.14 NATURAL GAS REGULATORY CHANGES

(a) The contract price includes all applicable Federal, State, and local regulations expected to be in effect and applicable to this contract at the time of contract award.

(b)(1) After-imposed Charges. After-imposed charges are new or increased charges that the Contractor is required to pay or bear as the result of legislative, judicial, regulatory or administrative action (whether Federal, State, or local) taking effect after the contract award date.

(2) After-relieved Charges. After-relieved charges are charges 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 (whether Federal, State, or local) taking effect after the contract award date.

(c) The contract price shall be increased by the amount of any after-imposed charges, 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, and that the Contractor provides sufficient documentation to support the increase.

(d) The contract price shall be decreased by the amount of any after-relieved charges.

(e) Any increases or decreases in the contract price as a result of paragraphs (c) and (d) above shall be accomplished by a bilateral contract modification. In the event that the Government and the Contractor cannot agree to an acceptable contract adjustment, the Government will unilaterally adjust the contract price via modification subject to the Disputes provisions of FAR 52.212-4(d) incorporated in the contract.

A.15 CONTRACT ADMINISTRATION

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

(PMPB).

The Contracting Officers (COs) for the administration of contracts awarded as a result of this solicitation are:

Ebony N. Atkinson Energy Procurement Branch - Clean Energy Division U.S. General Services Administration, Public Buildings Service 1800 F Street, NW Washington, DC 20405

(202) 501-2763 Ebony.atkinson@gsa.gov

Or

Nilka Diaz Energy Procurement Branch – Clean Energy Division U.S. General Services Administration, Public Buildings Service 1800 F Street, NW Washington, DC 20405

(917) 494-4009 Nilka.diaz@gsa.gov

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

A.16 AUCTION PROCESS FOR PRICING USING ENEL X

The Government shall use an internet-based transaction platform provided by Enel X, the Government’s third-party contractor, to obtain pricing for this procurement. The offeror shall submit pricing to GSA using the Enel X platform in accordance with the instructions in Section C and the Enel X website. All prices submitted to the Enel X transaction platform shall be in accordance with the provisions of the solicitation. It shall be the responsibility of the offeror to understand both the rules and the mechanics of the Enel X transaction platform.

mailto:Ebony.atkinson@gsa.gov

A.17 ENEL X FEE

The Contractor hereby agrees to pay a fee in the amount of $0.05 per dth for all usage billed under this contract.

The Contractor shall pay the fee directly to Enel X in accordance with the agreement, if any, executed between the Contractor and Enel X. The Contractor expressly recognizes and understands that the Government is not responsible for paying the fee to Enel X. To the extent a dispute occurs between the Contractor and Enel X regarding the fee, any such dispute shall be handled in accordance with the agreement executed between the Contractor and Enel X.

A.18 DAMAGES FOR MISSING CONTRACT START DATE

The Contractor will be responsible for enrolling new accounts with the LDC and/or switching Government accounts from the 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 associated with each LDC account awarded to them.

A.19 MATERIAL CHANGE

The Contracting Officer will notify the Contractor if the Government anticipates an annual change of plus or minus 25% or more to the total published volumes in Exhibit 1 (a “Material Change”) for accounts awarded under Pricing Product II. The first annual change period will begin with the meter read start date for the contract and end with the meter read date the same month the following year. The same methodology will apply to the annual change periods for subsequent contract years. For any contracts awarded with a term not equal to twelve, twenty-four, thirty-six, forty-eight or sixty months; the final annual change period will apply to the remaining months that total less than twelve. If a six-month contract is awarded, the annual change will apply to the six months the contract is active.

Volume Increases or decreases caused by fluctuations in weather will not be included in the 25% calculation, only changes in the way each end-use facility operates. Equitable adjustments made under this section will only include natural gas quantities beyond the 25% tolerance and must be based on the aggregate annual volumes included in Exhibit 1 for each Pricing Group.

Any resulting costs owed by, or credits owed to the Government associated with liquidation of contracted natural gas positions by the Contractor for an account in the event of a Material Change will be determined in accordance with the calculations provided in the tailored Termination for Convenience clause FAR 52.212-4(l) in this contract. Notwithstanding the foregoing, regarding LDC costs, if the GSA Contracting Officer notifies the Contractor in writing within 15 days of a Material Change occurring, the Contractor will pay any costs imposed by the LDC including but not limited to charges, penalties, or fines. If the Contracting Officer fails to notify the Contractor of a Material Change, the Government will be responsible for such reasonable LDC costs.

Any costs owed by, or credits owed to the Government associated with liquidation of contracted natural gas positions by the Contractor for an account in the event of a Material Change 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 liquidation. Contractors shall provide all cost or credit related calculations and backup information within three (3) months of the Contractor first being notified of a Material Change.

A.20 PRICING PRODUCT DESCRIPTIONS

Pricing Product I During each month of delivery for the term of the contract, the Government may over or under burn the published volumes as specified by month for each account listed in Exhibit 1. The Contractor is responsible for supplying the account’s full requirements under this pricing product. The awarded contract price shall apply to the Exhibit 1 monthly volumes and those quantities over or under burned monthly within an established allowable percentage volume variance. For example: if twenty five percent (25%) allowable variance of the published volumes listed in Exhibit 1 is selected then:

1. The price of gas burned in excess of 125% of published volumes shall be found by using the applicable monthly price index published as “Midpoint Averages” in the monthly S&P Global Gas Daily Report 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.17).

2. The price of any gas below 75% of published volumes that was not burned shall be found by using the applicable monthly price index published as “Midpoint Averages” in S&P Global Gas Daily Report for the associated month (“index price”) and applied as follows:

a) If the index price is less than the fixed contract price, Contractor shall be entitled to compensation utilizing the following calculation: (fixed contract price - index price) * dth quantity below the applicable bandwidth.

b) If the index price is greater than the fixed contract price, customer shall receive credit utilizing the following calculation: (fixed contract price - index price) * one half the dth quantity below the applicable bandwidth.

NOTE: At the time the Contractor begins this calculation, 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.

In addition to the monthly invoice as specified in Section A.7, Contractor shall submit to the account manager a spreadsheet listing the quantities of gas above or below the established allowable percentage volume variance, the applicable midpoint average index price, and as applicable, transportation cost, fixed $0.10 margin, and fixed procurement fee of $0.05. These quantities 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.

Pricing Product II The supply of natural gas to be provided to each account shall be for one hundred percent (100%) usage, full requirements, at a firm fixed price with no guaranteed usage/volumes to the Contractor and no usage restrictions to the Government. Pricing shall be to the burnertip for each account and Contractor billed volumes must match burnertip volumes at the meter. The Government shall be invoiced monthly on actual usage at the awarded contract price. During any month of delivery for the term of the contract, the Government may over or under burn the Exhibit 1 volumes 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.

SECTION B: FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

B.1 CLAUSES INCORPORATED BY REFERENCE

The full text of clauses/provisions incorporated by reference can be accessed at www.acquisition.gov.

FAR 52.212-1 Instructions to Offerors-Commercial Products and Commercial Services (MAR 2023)

[Reference FAR 12.301(b)(1)]

Addendum to FAR 52.212-1

The offeror agrees to hold the prices offered in response to this solicitation until 2:00 p.m. EST on the date specified in Section C.2 of this solicitation.

GSAR 552.212-71 Contract Terms and Conditions Applicable to GSA Acquisition of Commercial Products and Commercial Services (JAN 2022)

[Reference GSAR 512.301(a)(1)],

(a) The Contractor agrees to comply with any clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The clauses in paragraph

(b) of this section are incorporated by reference:

(b) Clauses.

GSAR 552.203-71 Restriction on Advertising (Sep 1999)

GSAR 552.211-73 Marking (Feb 1996)

GSAR 552.215-70 Examination of Records by GSA (Jun 2016)

GSAR 552.232-23 Assignment of Claims (Sep 1999)

FAR 52.204-16 Commercial and Government Entity Code Reporting (AUG 2020) [Reference FAR 4.1804(a)]

FAR 52.204-18 Commercial and Government Entity Code Reporting (AUG 2020) [Reference FAR 4.1804(c)]

B.2 CLAUSES IN FULL TEXT

FAR 52.212-2 Evaluation-Commercial Products and Commercial Services

[Reference FAR 12.301(c)]

EVALUATION-COMMERCIAL ITEMS (NOV 2021)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

http://www.acquisition.gov/

________________________________________________[Contracting Officer shall insert the significant evaluation factors, such as (i) technical capability of the item offered to meet the Government requirement; (ii) price; (iii) past performance (see FAR 15.304); and include them in the relative order of importance of the evaluation factors, such as in descending order of importance.]

Technical and past performance, when combined, are __________ [Contracting Officer state, in accordance with FAR 15.304, the relative importance of all other evaluation factors, when combined, when compared to price.]

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision) 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services

Contract Terms and Conditions—Commercial Products and Commercial Services (Dec 2022)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act ( 31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy https://www.acquisition.gov/far/15.304#FAR_15_304 https://www.acquisition.gov/far/15.304#FAR_15_304 such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and Office of

Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.- (1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR

32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.

chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C.

40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-

Commercial Items.

As prescribed in 12.301(b)(4), insert the following clause:

https://www.acquisition.gov/content/part-12-acquisition-commercial-items#i1113145

CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2023)

(A) THE CONTRACTOR SHALL COMPLY WITH THE FOLLOWING FEDERAL ACQUISITION REGULATION (FAR) CLAUSES, WHICH ARE INCORPORATED IN THIS CONTRACT BY REFERENCE, TO IMPLEMENT PROVISIONS OF LAW OR EXECUTIVE ORDERS APPLICABLE TO ACQUISITIONS OF COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES:

(1) 52.203-19, PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR…