DRAFTRFPFEWELECTRIC.doc

United States Air Force Space Command, Utilities Privatization

Request for Proposal (RFP) F05604-03-R-0011, Electrical Utilities Privatization

F.E. Warren AFB, Wyoming

June 4, 2003

Table of Contents Solicitation/contract iUnited States Air Force Space Command, Utilities Privatization i iRequest for Proposal (RFP) iF05604-03-R-0011, Electrical Utilities Privatization iF.E. Warren AFB, Wyoming iJune 4, 2003Table of Contents iiTable of Contents iSupplies or Services and Prices/Costs iB.1 Clauses and Provisions iB.2 Scope and Purpose iB.2.1 General iB.2.2 Statutory Directive iB.2.3 Program Goal iiB.2.4 Notices and Reservations iiB.2.5 Selection of a Contractor iiiB.3 System to be Privatized iiiB.4 Offers for Multiple Systems iiiB.5 Price Proposal iiiB.5.1 Price Proposal vB.5.2 Prepayment Option vB.6 Alternate Price Proposal vB.6.1 Alternate Price Proposal viB.6.2 Service Charges for Alternate Price Proposals viiB.7 Type of Contract – Fixed – Price Contract with Prospective Price Redetermination viiiDescription/Specifications/Work Statement viiiC.1 Precedence viiiC.2 General viiiC.2.1 Qualified Utility Providers viiiC.2.2 Utility System ixC.2.3 Current Service Arrangement ixC.3 Requirement ixC.3.1 Utility Service Requirement ixC.3.2 Performance Standards xC.3.3 Sub- Metering xC.3.4 Energy and Water Efficiencies and Conservation xiC.3.5 Electrical Commodity Supply xiC.3.6 Reserved xiC.4 Service Area xiC.5 Utility System Ownership, Employees, and Security xiC.5.1 Utility System Ownership xiiC.5.2 Employees xiiiC.5.3 Contractor Vehicles xiiiC.6 Access to the Utility System xivC.7 Service Interruption/Contingency Plan xivC.8 Routine, Urgent, and Emergency Repair Response xvC.8.1 Notification Procedures xvC.8.2 Emergency Service Requests xvC.8.3 Urgent Service Requests xvC.8.4 Routine Service Requests xviC.9 Coordination of Work xviC.9.1 Routine Work xviC.9.2 Routine, Urgent, and Emergency Service Requests xviC.9.3 Connections and Disconnections xviiC.9.4 Scheduled Utility Service Interruptions xviiC.9.5 Excavation Permits xviiC.9.6 Underground Utility Location xviiC.9.7 Coordination Meetings xviiC.9.8 Exercises and Crisis Situations Requiring Utility Support xviiC.10 Environmental Compliance xviiC.10.1 Permit Compliance xviiC.10.2 Spill Contingencies xviiiC.10.3 Hazardous Material and Waste Minimization xviiiC.11 Upgrades and Renewals and Replacements xviiiC.11.1 Responsibility xviiiC.11.2 Capital Upgrades and Renewals and Replacements Plan xxC.12 Reserved xxC.13 Transition Plan xxiC.13.1 General Information xxiC.13.2 System Operation and Maintenance During Transition xxiC.13.3 Onsite Familiarization xxiC.13.4 System Requirements xxiiC.13.5 Permits and Procedures xxiiC.13.6 Inventory and Transfer Requirements xxiiiC.13.7 Initial Meter Readings xxiiiC.14 Specialty Training Requirements xxivPackaging and Marking xxvInspection and Acceptance xxvFAR 52.252-2 Clauses Incorporated by Reference (Feb 1998) xxviDeliveries or Performance xxviF.1 Contract Term xxviF.2 Commencement of Service xxviF.3 Extension of Contract Performance Period xxviF.4 FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998) xxviiContract Administration Data xxviiG.1 DFARS 252.201-7000: Contracting Officer's Representative xxviiG.2 Submission and Payment of Invoices xxviiG.3 Fixed Monthly Charge Adjustment xxviiG.4 Accounting Procedures xxixSpecial Contract Provisions xxixH.1 Mobilization and Other Contingencies xxixH.2 Insurance Requirements xxixH.2.1 Insurance Certificate xxixH.2.2 Types of Insurance xxixH.2.3 General xxxH.2.4. Self-insurance.

xxxiH.3 Intentionally Left Blank xxxiH.4 Intentionally Left Blank xxxiH.6 Rights of the Government to Perform Function with Its Own Personnel xxxiH.7 Foreign Object Damage Prevention Program xxxiH.8 Hazardous Substances xxxiiH.9 Contribution in Aid of Construction (CIAC) Tax Liability xxxiiH.10 Accounting for Capital Upgrades xxxiiH.10.1 Initial Capital Upgrades (ref. Paragraph C.11.2.2) xxxiiH.10.2 Future Capital Upgrades (ref. C.11.2.3) xxxiiH.11 Authorization to Perform xxxiiiH.12 Right of Sale Notification xxxiiiH.13 Separately Priced Option Items xxxiiiH.14 Monthly Credit to the Government for Delayed Response Times xxxvContract Clauses xxxvI.1 FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998) xxxvI.2 FAR Clauses xxxviiiI.3 DFARS Clauses Incorporated by Reference xlI.4 AFFARS Clauses Incorporated by Reference xlI.4.1 AFSPC FARSup Clauses Incorporated by Reference xlI.5 Non-Regulated Utility Clauses Incorporated by Reference xliI.6 Regulated Utility Clauses Incorporated by Reference xliI.7 Other Clauses xliI.7.1 FAR 52.216-5: Price Redetermination – Prospective (Oct 1997) xlivI.7.2 FAR 52.222-42: Statement of Equivalent Rates for Federal Hires (May 1989) xlivI.7.3 FAR 52.244-6: Subcontracts for Commercial Items and Commercial Components (October 1998) xlvl.7.4 - 5352.242-9000-95 CONTRACTOR ACCESS TO AIR FORCE INSTALLATIONS, (MAY 2003) xlviiiList of Attachments xlviiiF.E. Warren AFB Electric Distribution System

IJ1 F.E. Warren AFB Electric Distribution System

IJ1.1 F.E. Warren AFB Overview

IIJ1.2 Electric Distribution System Description

IIJ1.2.1 Electric Distribution System Fixed Equipment Inventory

VIIIJ1.2.2 Electric Distribution System Non-Fixed Equipment and Specialized Tools

VIIIJ1.2.3 Electric Distribution System Manuals, Drawings, and Records

IXJ1.3 Specific Service Requirements

XJ1.4 Current Service Arrangement

XJ1.5 Secondary Metering

XJ1.5.1 Existing Secondary Meters

XIJ1.5.2 Required New Secondary Meters

XIJ1.6 Monthly Submittals

XIIJ1.7 Energy Saving Projects

XIIJ1.8 Service Area

XIIJ1.9 Off-Installation Sites

XIIJ1.10 Specific Transition Requirements

XIIJ1.11 Government Recognized System Deficiencies

XIVExample Completion of Schedule B-2 iExample Completion of Schedule B-2 iJ40.1 Background for Examples iiJ40.2 Example 1 iiJ40.2.1 Background for Example 1 iiiJ40.2.2 Example 1 Schedule B-2 vJ40.2.3 Example 1 Supporting Calculations ixJ40.3 Example 2 ixJ40.3.1 Background for Example 2 xJ40.3.2 Example 2 Schedule B-2 xiJ40.3.3 Example 2 Supporting Calculations xviTable of Contents

1Preamble

2Basic Terms

21. Term

32. Consideration and Costs

33. Correspondence

34. Access

55. Termination

66. Default

7Operation of the Premises

77. Condition of Premises

78. Protection of Premises

89. Air Force Property

810. Restoration of Premises

911. Alteration of Premises

1012. Costs of Services

10Environment

1113. Environmental Compliance

1114. Asbestos and Lead-based Paint

1115. Safety and Hazardous Waste Disposal

1216. Historic Preservation

1217. Installation Restoration Program

1318. Access for Restoration

1419. Environmental Baseline

14Example Bill Of Sale

19Legislative Authority (10 USC, Sec 2688)

22Representations, Certifications, and other Statements of Offerors

32Instructions, Conditions, and Notices to Offerors

32L.1 52.252-1: Solicitation Provisions Incorporated by Reference (IAW FAR 52.107[a])

33L.2 Information to Offerors

33L.2.1 General Information

35L.2.2 Number of Awards

36L.3 Reserved

36L.4 Proposal Preparation Instructions – General

36L.4.1 Proposal Organization/Page Limits

36L.4.2 Proposal Format

36L.4.3 Distribution

37L.4.4 Electronic Media

37L.4.5 Pages and Typing

37L.4.6 Change Pages

38L.4.7 Cost or Pricing Information

38L.4.8 Cross-Reference Matrix

38L.4.9 Glossary of Abbreviations and Acronyms

38L.5 Reserved

38L.6 Proposal Preparation Instructions – Volume I: Mission Capability (Technical Proposal)

39L.6.1 Subfactor 1: Service Interruption/Contingency Plan

39L.6.2 Subfactor 2: Quality Management Plan

41L.6.3 Subfactor 3: Capital Upgrades and Renewals and Replacements Plan

42L.6.4 Subfactor 4: Operational Transition Plan

42L.6.5 Subfactor 5: Financial Capability

42L.6.6 Subfactor 6: Small Business, Small Disadvantaged Business (SDB), Women-Owned Small Business, and Historically Black Colleges or Universities and Minority Institutions Participation (FAR 19.1202 and DFARS 215.304)

43L.7 Proposal Preparation Instructions – Volume II: Past Performance

44L.8 Proposal Preparation Instructions – Volume III - Contract Documentation

44L.8.1 Model Contract/Representations and Certifications

44L.8.2 Exceptions to Terms and Conditions

44L.8.3 Other Required Information

45L.9 Proposal Preparation Instructions – Volume IV: Price Proposal

45L.9.1 Submission of Certified Cost or Pricing Data

45L.9.2 General

45L.9.3 Estimating Techniques and Methods

46L.9.4 Accounting Systems

46L.9.5 Organization

46L.9.6 Detailed Instructions for Price Proposal

50L.9.6.5 Monthly Credit to the Government for Delayed Response Times

53Evaluation Factors for Award

53M.1 Introduction

53M.2 Reserved

53M.3 Basis for Contract Award

53M.3.1 Procedure

54M.3.2 Contract Award

54M.3.3 Criteria for Conveyance

54M.4 Evaluation Factors and Subfactors

55M.4.1 Order of Importance for Evaluating Factors and Subfactors:

55M.4.2 Mission Capability

58M.4.3 Past Performance

59M.4.4 Proposal Risk

62M.5 Subcontracting Plan

62M.6 Source-Selection Organization

INTRODUCTION

PART I – THE SCHEDULE

SECTION A

NOTICE OF SOURCE SELECTION

You are hereby notified that a source selection is in progress for Utilities Privatization of the Electrical Utility Distribution Systems at F. E. Warren Air Force Base, Wyoming F05604-03-R-0011. The anticipated period of Source Selection is 4 June 2003 through approximately 26 Oct 2004. DURING THIS PERIOD UNTIL CONTRACT AWARD, OFFERORS REQUESTING INFORMATION REGARDING THE PROJECT SHALL CONTACT THE CONTRACTING OFFICER ONLY. CONTACTS TO OTHER AIR FORCE PERSONNEL OR NON-GOVERNMENT ADVISORS ARE PROHIBITED. The Contracting Officer or his/her representatives are the only persons authorized to contact offerors, and the Contracting Officer is the only person authorized to release information regarding an ongoing Source Selection. Refer questions or communications concerning this solicitation directly to the Contracting Officer, Mr. Ed Paker, 21 CONS/LGCZB, 135 East Ent Avenue, Suite 114, Peterson AFB, CO 80914, (719) 554-2733, ed.paker@peterson.af.mil. (E-mail is the preferred method.)

The Request for Proposal (RFP) is for the acquisition of utility distribution system services. Included in this package are: (1) the terms and conditions upon which a service contract may be awarded for operations and maintenance; (2) the Right-of-Way, that when executed by the Government at the time of contract award, grants access to the utilities distribution system; and (3) the Bill of Sale, that when executed by the Government after all necessary permits are obtained, will transfer ownership of the utility distribution system to the new owner, the successful contractor. Offerors should note that an award will only be made if it is in the Government’s economical best interest to do so. If the economic decision does not support this utility distribution system privatization, no contract award will be made.

Offerors’ attention is directed to Part III, Section J of this RFP for specific technical requirements regarding this solicitation.

For general information concerning the utility privatization process and for CEA information, see the public Air Force Civil Engineer Support website at http://www.afcesa.af.mil/Directorate/CEO/Contracts/UtilPrivatization/default.htm

Section B

Supplies or Services and Prices/Costs

B.1 Clauses and Provisions

Clauses and provisions from the Federal Acquisition Regulation (FAR) and its supplements are incorporated in this document by reference and in full text. Those incorporated by reference have the same force and effect as if they were given in full text.

Sections K, L, and M will be physically removed from any resultant award but will be deemed to be incorporated, by reference, in that award.

B.2 Scope and Purpose

B.2.1 General

The Government is requesting proposals for the purpose of selling the electrical utility distribution system located on F. E. Warren Air Force Base (AFB), Wyoming. Concurrent with the sale of the utility system the Government will acquire electrical distribution service. The sale of the utility system and the acquisition of utility services are both subject to terms and conditions provided in this request for proposal.

B.2.2 Statutory Directive

The sale of the utility system is authorized by and conducted under 10 USC § 2688. The sale of the utility system is not an acquisition and therefore is not subject to the FAR and its supplements. A copy of 10 USC § 2688 is provided as Attachment J44 to this Request for Proposal (RFP). The acquisition of utility distribution (operations and maintenance) services is an acquisition and will be governed by the FAR and its supplements.

B.2.3 Program Goal

The desired goal of this sale is to transfer all right, title, and interest of the United States in and to the electrical utility distribution system on F. E. Warren AFB, Wyoming. Consequently, the United States will retain no reversionary interests in the utility system sold, except as noted in the following document, other than the Right of Way upon its expiration or termination. The sale will be documented by the Bill of Sale, see Attachment J42 to this RFP. The utility system being sold includes all equipment, fixtures, structures, and other improvements utilized in connection with the utility system, which will be more specifically described in Exhibit A of the Bill of Sale. As indicated in the Bill of Sale, the utility system being sold also includes a Right of Way, see Attachment J41 to this RFP. The divestiture will not include the real property upon, under, or around the utility system. The utility system being sold is as identified in the Bill of Sale and does not include any other property. In addition to the sale of the utility system identified in the Bill of Sale, the Government will also acquire electrical distribution service. That acquisition will be conducted in accordance with the FAR and its supplements and as set forth in this RFP. The purchase of the commodity is handled as either a separately priced option item (SPO) under this contract or under a separate contractual vehicle, at the sole discretion of the Government. The Contractor shall furnish all necessary labor, management, supervision, permits, equipment, supplies, materials, transportation, and any other incidental services for the complete ownership, operation, maintenance, repair, upgrades, and improvements to these utility systems. The Contractor will provide these services in accordance with all terms, conditions, and special contract requirements, specifications, attachments, and drawings contained in this solicitation or incorporated by reference. The Contractor shall credit the Government for failure to meet the requirements for routine, urgent, and emergency repair response through a deduction to the monthly invoice. This credit shall be as proposed by the Contractor in Paragraph L.9.6.5, Monthly Credit to the Government for Delayed Response Times.

B.2.4 Notices and Reservations B.2.4.1 The Government will only acquire utility services if it sells the utility systems. It can only sell the utility systems if it determines that (1) the long-term economic benefit of the conveyance to the United States exceeds the long-term economic cost of the conveyance to the United States, and (2) the conveyance will reduce the long-term costs of the United States for utility services provided by the utility system concerned. Award, if at all, will only be made by the duly authorized execution of the Bill of Sale, the Right of Way, and award of the utility service contract.

B.2.4.2 The sale of the utility systems is not governed by the FAR, the Federal Property and Administrative Services Act of 1949, or any of their implementing regulations. The Government may choose to adopt and adapt for use in the sale the processes and methods typically utilized in those laws and regulations, but by doing so is not thereby subjecting the sale to those laws and regulations.

B.2.4.3 The Government reserves the right to make no award to any Offeror. If it does make award, the Government does not guarantee contract renewal at the end of the contracted period.

B.2.4.4 The property being sold in this action will be as described in the Bill of Sale. Any proposal that offers an alternative description of the property being sold will be deemed non-responsive. No contract may be entered into without a signed Right of Way (see Paragraph L.4).

B.2.5 Selection of a Contractor

Selection of a Contractor will be based on a best-value determination consistent with the evaluation factors described in Section M, Evaluation Factors for Award. Pursuant to the provisions of L.2, Information to Offerors, and FAR 52.215-1, the Government intends to negotiate with all responsible and responsive Offerors who submit proposals within the competitive range. FAR 15.306(c) requires the Procuring Contracting Officer to establish a competitive range comprised of all of the most highly rated proposals. This competitive range may further be limited to the greatest number of proposals that will permit an efficient competition and those Offerors outside the competitive range will not be allowed to continue participating in the procurement. Therefore, Offerors are encouraged to submit their best offer as their initial offer.

B.3 System to be Privatized

The contract line item numbers (CLINs), shown in Schedule B-1, represent the utility distribution systems included in this solicitation for privatization:

Schedule B-1

Utility System Contract Line Item Number

B.4 Offers for Multiple Systems

Offerors interested in submitting individual offers for more than one utility distribution system located at F.E. Warren AFB, WY, must do so on each respective solicitation. Offers cannot be bundled for F.E. Warren in only one solicitation response. Each system will stand on its own merit.

B.5 Price Proposal

B.5.1 Price Proposal

Offerors shall provide complete pricing in either Schedule B-2, if the offeror is a Non-Regulated entity OR in Schedule B-3, if the offeror is a Regulated entity and offering to provide a regulated/jurisdictional utility service. An example of a completed Schedule B-2 is included in Section J, Attachment J40. The Government budgeted amount for the operation and maintenance of the electrical utility distribution system for 50 years is $73,166,248; the Replacement Cost New Less Depreciation (RCNLD) in the amount is $5,977,609.

SCHEDULE B-2: For NON-REGULATED OFFEROR PRICING Utility Service Payment by the Government

F.E. Warren AFB, Wyoming

SYSTEM

LESS

Recoverable Portion of the Purchase Price.

The Monthly Credit as Payment for Purchase Price and Recoverable Portion of the Purchase Price will be amortized over the first ___ months of service at an interest rate that is (specify either of the following) ____ percentage points above or ____ percentage points below the annual interest rate on U.S. Treasury Bonds in effect at the time of award. d

SUBTOTAL

Initial Capital Upgrades will be handled in accordance with Section H.10.1 and Schedule L-3.

Contractor proposed days _________. Fixed charge.

Contractor proposed days _________. Fixed charge.

Contractor proposed days _________. Fixed charge.

TOTAL

Cost of ELECTRICAL Utility COMMODITY IAW B.8 and H.XX

Operation and Maintenance of System During Transition Period IAW B.8, C.13, and H.XX

a CLIN number is shown in Schedule B-1, Utility System Contract Line Item Numbers.

b The annual amount is calculated by extending the monthly service charge by 12 months. Price changes for Sub-CLIN AB will be determined IAW B.7,Type of Contract-Fixed Price with Prospective Price Redetermination, and G.3, Fixed Monthly Charge Adjustment. Includes Capital Upgrades/Improvements Costs.

c The Purchase Price (Sub-CLIN AA), Recoverable Portion of the Purchase Price, interest rate and amortization period are proposed by the Offeror. The Recoverable Portion of the Purchase Price cannot exceed the Purchase Price.

d The interest rate on U.S. Treasury Bonds (30-years) is as established in the most recent 30-year bond issue prior to the time of award, and published in the Federal Register. (http://www.federalreserve.gov/releases/H15/update/)

B.5.2 Prepayment Option The Government may prepay any or all capital investment costs that would normally be recovered through Sub-CLIN AC. Prepayments, minus prepayment expenses permitted under the FAR, will reduce the remaining unpaid principal in the amortization schedule established for Sub-CLIN AC. The amortization schedule will be recalculated based on the new, reduced principal amount amortized over the number of months remaining in the original amortization schedule. The interest rate used in the recalculated amortization will be the same as that used in the original amortization schedule.

B.6 Alternate Price Proposal

B.6.1 Alternate Price Proposal

The Offeror shall complete a Schedule B-3 for the utility system included in the proposal if proposing established or special tariff(s), schedule(s) and rate(s). Schedule B-3 is available to regulated public utilities offering to provide a regulated/jurisdictional utility service. Offerors shall provide complete pricing in either Schedule B-2, if the offeror is a Non-Regulated entity OR in Schedule B-3, if the offeror is a Regulated entity. The Offeror shall complete a schedule B-3 for the utility distribution system included in the proposal if proposing an index or Fixed-Price with Economic Price Adjustment offer.

SCHEDULE B-3

Utility Service Payment by the Government

F.E. Warren AFB, Wyoming

CLIN

Utility System: ELECTRICAL DISTRIBUTION SYSTEM

LESS

Recoverable Portion of the Purchase Price.

The Monthly Credit as Payment for Purchase Price and Recoverable Portion of the Purchase Price will be amortized over the first ___ months of service at an interest rate that is (specify either of the following) ____ percentage points above or ____ percentage points below the annual interest rate on U.S. Treasury Bonds in effect at the time of award.

SUBTOTAL

Contractor proposed days _________. Fixed charge.

Contractor proposed days _________. Fixed charge.

Contractor proposed days _________. Fixed charge.

TOTAL

Cost of ELECTRICAL Utility COMMODITY IAW B.8 and H.XX

Operation and Maintenance of System During Transition Period IAW B.8, C.13, and H.XX

B.6.2 Service Charges for Alternate Price Proposals

B.7, Type of Contract – Fixed Price - Price Redetermination—Prospective (FAR 52.216-5), does not apply to tariff rates. See clause FAR 52.241-7, Change in rates or terms and conditions of service for regulated services. The requirements of the FAR clause on Disputes, 52.233-1, are supplemented to provide that in regard to the interpretation of retail rates, rate schedules, and items directly related to rates and rate schedules, provided under this contract, the contracting officer will accept as authoritative the interpretations of any statewide public utility regulatory authority with jurisdiction over the contractor.

B.6.2.1 Sub-CLIN AA: Monthly Credit as Payment for Purchase Price

Monthly Credit as Payment for Purchase Price: The monthly credit is the monthly portion of the purchase price that will be credited to the Government over the number of months proposed by the offeror. The purchase price is the product of the monthly credit multiplied by the number of months the Government will receive the credit.

B.6.2.2 Sub-CLIN AB: Applicable Tariff(s)

The offeror shall propose a tariff rate or rates no less favorable than that offered to similarly situated utility customers. The offeror shall specify each proposed tariff and the buildings to which it applies (see L.9, Proposal Preparation Instructions - Volume IV: Price Proposal).

The total monthly price due to the Contractor will be the sum of the amount due under the Applicable Tariff(s), and the recoverable portion of the purchase price as defined in paragraph L.9.6.1, Monthly Credit as Payment for Purchase Price. If there is an impact to the tariff rate as a result of the capital upgrades/improvements plan, the offeror must include costs in the proposed pricing.

B.7 Type of Contract – Fixed – Price Contract with Prospective Price Redetermination (See FAR 52.216-5 under Clause I.7. This FAR reference does not apply to tariff rates. See Clause FAR 52.241-7, Changes in rates or terms and conditions of service for regulated services. The requirements of the FAR 52.233-1, Disputes, do not apply regarding the interpretation of retail rates, rate schedules, and items directly related to rates and rate schedules provided under this contract. The contracting office will accept as authoritative, the interpretations of any-state-wide public utility regulatory authority with jurisdiction over the contractor.)

B.8 Separately Price Option Item Offeror may submit a proposal that includes the cost of the commodity as shown in the Separately Prices Option (SPO) CLIN (for the commodity) in the Schedule B-2 or B-3. The Government retains the sole discretion whether to exercise this SPO.

If Offeror chooses to submit a proposal for the commodity, it must includes the per month cost of operating and maintaining the system during the Transition Period if the Government determines it necessary and this SPO CLIN is exercised by the Government. The government retains the sole discretion whether to exercise this SPO.

SECTION C

Description/Specifications/Work Statement

C.1 Precedence

FAR clauses 52.215-8 and 52.241-2 notwithstanding, as between the contract (including any provisions incorporated by reference but excluding the Bill of Sale and the Right of Way), and the Bill of Sale and the Right of Way, the provisions of the Bill of Sale and the Right of Way shall prevail should there be any conflict between them and the provisions of the contract. It shall not be considered a conflict that the contract places obligations on the Contractor which exceed those required by the Bill of Sale and the Right of Way with respect to any matter, nor that the contract independently allows recovery of costs or expenses in accordance with its terms that are not recoverable under the Right-of-Way. The Contractor shall nevertheless comply with those obligations of the contract.

C.2 General

C.2.1 Qualified Utility Providers

As defined herein, the Government is seeking qualified utility providers to assume ownership of Government utility system and provide utility service. This includes, but is not limited to, the obligation to ensure adequate and dependable utility service to all facilities and equipment served.

If a regulated utility provider assumes ownership of the utility system, the utility service shall be consistent with service provided to similar utility customers.

This service or services shall comply with all applicable federal, state, interstate, and local laws and regulations, as they may be amended from time to time, including those requirements relating to health, safety and the environment. The Contractor shall modify its service practice as necessary to accomplish such compliance.

If a change in the service requirement necessitated by such compliance constitutes reasonable cause for a change in service charge, the charge will be re-negotiated in accordance with Paragraph G.3, Fixed Monthly Charge Adjustment.

C.2.2 Utility System The following attachments are included in Section J and are herein referred to as utility-specific attachments. Each utility-specific attachment provides details specific to each Installation utility system and requirement. Upon contract award(s), the appropriate attachments will be included in the contract and the others will be removed.

C.2.2.1 Air Force Systems

Table c.2.2-1

F.E. Warren AFB Utility-Specific Attachments

C.2.3 Current Service Arrangement

The Installations currently use government-owned facilities to provide utility services. The utility-specific attachments (Section J) describe the current service arrangement for the utility service and define specific requirements.

C.3 Requirement

C.3.1 Utility Service Requirement

Subject to the terms and conditions hereinafter set forth, the Contractor shall furnish all facilities, labor, materials, tools, and equipment necessary to provide the services required by this contract. This contract may include the purchase of electrical (the commodity) as a Separately Priced Option Item. This contract also includes a Separately Priced Option Item the Government may exercise, at its sole discretion, for the Contractor to operate and maintain the utility distribution system during the Transition Period.

If a regulated utility is chosen to own and operate the utility system, it shall furnish all facilities, labor, materials, tools, and equipment necessary to provide the services required to operate and maintain the Government utility system consistent with the operation and maintenance of the Wyoming’s state utility regulatory commission standards and regulations which should be reflected in the contractor’s regulated utility system, unless specifically exempted and identified in Section J documents. If the Contractor is a non-regulated utility, it will also operate consistent with the local municipal utility’s standards unless otherwise specified in Section J.

The Contractor shall manage, control and perform its operations, maintenance, repairs, replacements, and incidentals of its utility system(s) to provide firm, reliable, and dependable utility service to each Government or tenant connection within the service area 24 hours each and every day. The Contractor shall be responsible for funding all capital investments required to acquire, maintain, and operate its utility system(s) in a safe and reliable condition and to meet all the requirements listed herein.

The Contractor shall obtain and maintain current any and all licenses, permits, or certifications necessary to own, maintain, upgrade, and operate its utility system(s). Access to its utility system will be as specified in paragraph C.6, Access to the Utility System.

C.3.2 Performance Standards

Subject to applicable legal requirements, unless otherwise provided for in this contract, the Contractor shall perform the required service in accordance with the Contractor’s proposed Quality Management Plan (QMP) submitted in response to the solicitation and any subsequent revision thereto.

If the Contractor is a regulated utility, it shall perform its contract services in accordance with state utility regulatory commission standards and regulations. If the Contractor is a non-regulated utility, it will also operate consistent with the local municipal utility’s standards unless otherwise specified in Section J.

C.3.3 Sub- Metering

The Contractor shall be responsible for reading, maintaining, and calibrating all sub-meters on the privatized utility system(s), including those additional meters identified in the utility-specific attachments (Section J) to be installed by the Contractor. Those additional sub-meters shall be installed within the transition period defined in paragraph C.13.4.2, New Meter Requirements. The Government will use sub-meters for internal installation billing purposes and for commodity management and energy conservation purposes.

Meter reading reports shall be submitted to the recipient identified in the utility-specific attachments (Section J).

All costs for providing, installing, reading, reporting, and maintaining the meters shall be the responsibility of the Contractor. Contractors are encouraged to incorporate remote meter reading technology. Meter reading and reporting costs that are significantly higher than those originally estimated, due to changing Government requirements, shall entitle the Contractor to additional compensation. A regulated utility Contractor providing service under standard regulated service rates or tariffs shall not be required to provide meter readings under such rates or tariffs if to do so would be inconsistent with the Contractor’s standard method of service.

C.3.3.1 Future Sub-Meters

The Contractor shall provide, install, read, maintain, and calibrate sub-meters requested by the Government for any purpose throughout the contract period. Installation of and responsibility for future sub-meters (not on the system at the time of sale or identified for installation as part of the service contract) may constitute reasonable cause for a service charge adjustment. Any service charge adjustment as a result of these actions will be in accordance with paragraph G.3, Fixed Monthly Charge Adjustment.

C.3.3.2 Sub-Meter Calibration

The frequency and accuracy of sub-meter calibration shall be in accordance with the manufacturer’s recommendations and applicable regulations that govern meter calibration.

C.3.4 Energy and Water Efficiencies and Conservation

The Contractor shall strive to provide energy- and water-efficient systems. The Government has an established program for conducting and implementing energy- and water-saving and conservation projects to reduce utility usage and costs. Some of these have resulted in the Government entering into long-term financing arrangements with non-government entities. The utility-specific attachments (Section J) identify any such energy- and water-savings projects that are currently in place for the specific utility system.

The Contractor agrees to take no action that will negatively impact these projects without prior approval of the Administrative Contracting Officer. Additionally, the Government reserves the ability to enter into any future energy- and water-savings projects with the goal of reducing Government costs. The Contractor agrees to take no action that will prohibit or negatively impact implementation of any such future energy- and water-savings projects. Any project implemented by the Government that changes the privatized system shall only be by mutual agreement.

The Contractor is encouraged to propose upgrades to the Government that will increase the overall efficiency of the utility system. Efficiency upgrades shall be proposed to the Government in accordance with paragraph C.11, Upgrades and Renewals and Replacements. The Government may consider cost-savings sharing and incentives either through service charge adjustments or lump-sum payments. Service charge adjustments resulting from future efficiency upgrades will be handled in accordance with paragraph G.3, Fixed Monthly Charge Adjustment.

C.3.5 Electrical Commodity Supply

The electrical commodity supply is separate from the sale of the electrical utility distribution system and the contract for the electrical utility distribution system operation and maintenance. The electrical commodity is not included in this contract, unless purchased by the Government as a Separately Priced Option Item, even if electrical facilities are included as part of the system to be conveyed. The Government retains the right to procure or supply electricity that will be transported on the system(s) covered by this contract from any source, including the Contractor, even if the Government chooses to purchase the commodity from the Contractor via the Separately Price Option Item. The contractor must provide proof of authority to deliver the commodity, and include all applicable costs associated with the required commodity transportation (“wheeling”) to ensure no disruption in delivery of the commodity.

C.3.6 Reserved

C.4 Service Area

The service area is defined as all areas within the Government installation boundaries and any other facilities and property boundaries under the control of the Installation as defined in the utility-specific attachments (Section J). Within the service area and upon the Government’s request, the Contractor shall provide utility service to all existing and new customers. At any time, by written order, the Administrative Contracting Officer may designate any location within the service area where utility service under this contract shall commence or be discontinued, subject to the requirements of the Right of Way. Any service charge adjustment as a result of these actions will be in accordance with paragraph G.3, Fixed Monthly Charge Adjustment.

C.5 Utility System Ownership, Employees, and Security

C.5.1 Utility System Ownership

C.5.1.1 Utility System

A general description of the utility system(s) assets to be transferred is included in the utility-specific attachments (Section J). Prior to the transfer of title, such facilities shall continue to be owned by the Government. Transfer of title shall be accomplished by Bill of Sale. The Bill of Sale shall provide the complete list of all assets to be sold.

A Bill of Sale is provided in Section J (Attachment J42). The parties shall prepare and execute such additional documents as may be necessary to implement the ownership transfer. The Bill of Sale will not be executed until the Contractor successfully obtains all permits. If the permits cannot be successfully obtained, the Government retains the right to terminate the contract.

C.5.1.2 Tools, Vehicles, and Equipment

Unless listed in the final Bill of Sale, government-owned tools, vehicles, and equipment that are not a physical part of the utility system and are used by the Government for system operations and maintenance will remain the property of the Government.

C.5.1.3 Contractor Facilities

Unless otherwise provided for in this contract, the Contractor, at its expense, shall acquire, furnish, install, and operate and maintain all facilities required to provide the utility service(s) hereunder. The Contractor shall have title to all facilities it builds and equipment it installs under this contract, except as otherwise specifically provided.

New construction or remodeling existing facilities shall comply with the Installation’s architectural standards.

The Contractor shall comply with any request from the Installation regarding the placement of new or renewal utility systems either overhead or underground, unless to do so would cause the Contractor to violate any applicable law or regulation or would be inconsistent with sound utility operational practices. New or renewal utility system upgrades shall be presented to the Government in accordance with paragraph C.11.2, Capital Upgrades and Renewals and Replacements Plan. (CDRL XXX) C.5.1.4 Record Drawings

The Contractor shall maintain record drawings for all existing and new facilities installed by the Contractor within the service area. Upon reasonable request and with reasonable notice, the Government may use and copy such drawings. The Contractor shall provide available drawings to the Government in the form of CAD-CAM disks using the latest release software compatible with Government systems with costs included in Schedule B-2 or B-3. (CDRL XXX) The Contractor will also provide information to allow for updates to the installation Geographical Information System (GIS), as appropriate.

C.5.2 Employees

The Contractor shall not employ any person for work on this contract if such person is identified to the Contractor as a potential threat to the health, safety, security, general well being, or operational mission of the Installation or population.

C.5.2.1 Speaking, Reading, and Understanding English

Where reading, understanding and discussing environmental, health and safety warnings are an integral part of a contract employee's duties, that employee shall be able to understand, read, write, and speak the English language. All employees that interface with customers shall be able to speak and understand the English language.

C.5.2.2 Employee Certification

The Contractor shall ensure that employees meet all applicable federal, state, local, and installation certification, licensing, and medical requirements to perform all assigned tasks and functions as defined in this contract.

C.5.2.3 Conflict of Interest

The Contractor shall not knowingly employ any person who is a U.S. Government employee if employing that person would create a conflict of interest. Additionally, the Contractor shall not knowingly employ any person who is an employee of the Government, either military or civilian, unless such person seeks and receives approval according to DODR 5500.7, Joint Ethics Regulations (JER).

C.5.2.4 Employment of Military Personnel

The Contractor is cautioned that off-duty active military personnel hired under this contract may be subject to permanent change of station, changing duty hours, or deployment. Military reservists and National Guard members may be subject to recall to active duty. The abrupt absence of these personnel could adversely affect the Contractor’s ability to perform. However, their absence at any time shall not constitute an excuse for nonperformance under this contract.

C.5.2.5 Employment of Quality Assurance Representative Personnel

The Contractor is prohibited from knowingly employing Quality Assurance Representatives (QAR) who are responsible for monitoring any contracts/subcontracts awarded to the Contractor.

C.5.2.6 National Agency Check

The Contractor shall provide sufficient information to obtain complete and favorable National Agency Check (NAC) investigations for its employees for unescorted entrance into restricted areas on base. The Government shall be responsible for the cost to obtain National Agency Checks. Normal access to the installation shall be in accordance with paragraph C.6, Access to the Utility System. The Contractor shall justify to the Installation Security Forces requests for NAC on Contractor employees requiring unescorted entry into restricted areas. Final approval for unescorted entry into restricted areas rests with the Installation Commander. (CDRL XXXX) C.5.2.7 Controlled Access Areas

The Contractor shall apply for personnel security clearances within 5 days after receipt of the facility clearance or within 30 days after award of the contract if the Contractor possesses a facility clearance, whichever is sooner. (CDRL XXX) Personnel requiring access to secured areas or restricted areas under the control of the Installation shall comply with applicable regulations.

C.5.3 Contractor Vehicles

See Right of Way

C.6 Access to the Utility System

Access to the installation and the utility system shall be in accordance with the Right of Way. A Right of Way to be used for each system is included as Section J (Right of Way, Attachment J41). To the extent that the contractor, through no fault of its own, is denied access to the installation by the Government pursuant to the Right of Way, any resulting increases in costs under this contract are subject to the FAR clause on Changes, 52.243-1.

C.7 Service Interruption/Contingency Plan

The Contractor shall develop and maintain a Service Interruption/Contingency Plan. (CDRL XXX) The Plan shall define procedures and provisions for reacting to all service interruptions. The Plan shall address possible causes for interruption including, but not necessarily limited to, acts of God, natural disasters, human error, equipment failure, employee strikes, cease and desist orders, and Notice of Violations (NOVs) issued by any regulatory agency. The Service Interruption/Contingency Plan shall be provided to the Procuring Contracting Officer for review prior to implementation. Any subsequent revisions to the plan will be provided to the Administrative Contracting Officer prior to implementation and shall not be altered without the Government’s review, unless the Contractor is a regulated utility and the alterations to the Plan were implemented for all similarly situated customers.

The Service Interruption/Contingency Plan should define the following, at a minimum:

· Cause of interruption

· Detailed contingency plan of action (including Government notifications)

· Estimated time for reestablishment of temporary service

· Estimated time for reestablishment of permanent service

· Contractor Points of Contact with current name, address, and telephone numbers C.8 Routine, Urgent, and Emergency Repair Response

The Contractor shall employ sound utility practices to ensure continuous, dependable, and reliable utility service is provided to the Installation 24 hours each day and to minimize the scope and length of any service disruption. In the event of a service request, at a minimum the Contractor shall meet the requirements defined for routine, urgent, and emergency responses outlined below, or in the utility-specific Attachment J.

A regulated utility shall employ sound utility practices consistent with PUC, state and federal regulations to provide continuous, dependable, and reliable utility service is provided to the Installation 24 hours each day, seven days a week, and to minimize the scope and length of any service disruption. The service and its restoration in times of outage shall be at least equivalent to the service provided to other similar customers. Regulated utilities shall not be required to propose a required time by which service will be restored. Nor do they have to promise to credit the Government for failure to meet their estimated requirements for Routine, Urgent and Emergency Repair Response. In accordance with Clause L.6.1, a regulated utility shall estimate outage times based on historic utility practice, and shall commit to treat the Government the same as it treats other similar customers.

Should the Installation, during the term of this contract, have an Emergency Restoration Plan that prioritizes service restoration, the plan may be presented to the Contractor, and the Contractor shall adhere to the priority list established within the plan.

The Contractor shall credit the Government for failure to meet the requirements for Routine, Urgent, and Emergency Repair Response through a deduction to the monthly invoice. This credit shall be as proposed by the Contractor in Paragraph L.9.6.5, Monthly Credit to the Government for Delayed Response Times.

C.8.1 Notification Procedures

The Contractor shall have in place mechanisms, means, or procedures by which installation personnel can submit service requests to the Contractor. (CDRL XXX) If there is an order of precedence of phone numbers for Government personnel to call, the Contractor shall determine and clearly define that precedence. The Contractor also shall clearly identify any difference in service request procedures that apply to routine, urgent, and emergency matters.

The Government will be responsible for disseminating such procedures within the Installation. In addition, the Contractor shall provide to the Administrative Contracting Officer the name of the local Project Manager or other responsible person and an alternate with after-hours contacts’ telephone numbers.

C.8.2 Emergency Service Requests

An emergency condition is one that is detrimental to the mission of the base, significantly impacts operational effectiveness, or compromises the safety, health, and life of personnel. Such requests shall include, but are not necessarily limited to, electrical outages, downed power lines, water outages, broken water mains, natural gas outages, natural gas leaks, or wastewater main overflows.

The Contractor shall ensure it is able to receive the Installation’s emergency service requests 24 hours a day, seven days a week. Once an emergency request is received, the Contractor shall respond immediately. A representative knowledgeable of the system and the Service Interruption/ Contingency Plan and capable of performing repairs necessary to downgrade situation from EMERGENCY to URGENT shall be on the site of the emergency within 20 minutes. Work will be continuous until the emergency condition is eliminated or downgraded and service is restored. All emergencies will be remedied or downgraded to a non-emergency status within 24 hours. For regulated utilities, the service and its restoration in times of outage for emergency service requests shall be at least equivalent to the service provided to other similar customers C.8.3 Urgent Service Requests

An urgent condition is not an emergency but significantly hinders performance of Installation activities and requires elimination of potential fire, health, and safety hazards (for example, environmental controls, non-emergency utility leaks, special requests and events, plumbing problems, downgraded emergency responses, etc.).

Once an urgent request is received, the Contractor shall respond with a representative knowledgeable of the system and the Service Interruption/Contingency Plan to the site of the request within 24 hours. All urgent requests will be remedied within 5 calendar days.