Gassolicit201552014finalissue06242014.doc

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NO.

PAGE 1 OF

2. CONTRACT NO.

GS-00P-15-BSC-

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NO.

GS-00P-14-BSC-1075

6. SOLICITATION ISSUE DATE

06/24/14 /11

7. FOR SOLICITATION

INFORMATION CALL

8. OFFER DUE DATE LOCAL TIME

See Section C

9. ISSUED BY

COD

U.S. General Services Administration

Energy Division (PMAA)

1800 F Street, NW Washington, DC 20405

(UNRESTRICTED

FORMCHECKBOX

SET ASIDE: 100 % FOR

FORMCHECKBOX

SMALL BUSINESS

DESTINATION UNLESS BLOCK IS MARKED

x SEE SCHEDULE formcheckbox

SMALLDISADV. BUSINESS

formcheckbox 13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

formcheckbox 8(A) 13b. RATING

NAIC:

211111, 221210

SIZE STD:

14. METHOD OF SOLICITATION

formcheckbox

RFQ

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IFB

x RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY Linda Collins (202) 708-9881

U.S. General Services Administration

1800 F Street, NW Room 5100 Washington, D.C. 20405

17a. CONTRACTOR/

OFFEROR

CUSTOMER ACCOUNT

18a. PAYMENT WILL BE MADE BY

TELEPHONE NO.

Individual Agencies formcheckbox 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 x SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

See SUBMISSION REQUIREMENTS – SECTION C

TOTAL

(Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

Individual Account Delivery Orders

26. TOTAL AWARD AMOUNT (For Govt. Use Only) x27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA x ARE formcheckbox

ARE NOT ATTACHED.

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

ARE NOT ATTACHED.

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _3____ 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 HEREIN.

29.

AWARD OF CONTRACT: REFERENCE ___________________ OFFER DATED _________________. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

31c. DATE SIGNED

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT FOR

formcheckbox

RECEIVED

formcheckbox

INSPECTED

formcheckbox

CONTRACT, EXCEPT AS NOTED

formcheckbox

PARTIAL

formcheckbox

FINAL

COMPLETE

formcheckbox

PARTIAL

formcheckbox

FINAL

38. S/R ACCOUNT NO.

39. S/R VOUCHER NO.

40. PAID BY

42a. RECEIVED BY (Print)

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

AUTHORIZED FOR LOCAL REPRODUCTION

SEE REVERSE FOR OMB CONTROL

STANDARD FORM 1449 (10-95)

Computer Generated

NUMBER AND PAPERWORK BURDEN STATEMENT

Prescribed by GSA - FAR (48 CFR) 53.212

Standard Form 1449 Continued BLOCK 10. The Small Business Size Standard for this procurement is the natural gas production standard of 500 employees and the NAICS code 211111 or 221210. Any natural gas supplier with the number of employees exceeding this standard for three continuous calendar years is considered a large business for the purposes of this procurement.

NOTE:

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

Electronic Mail at: lindal.collins@gsa.gov

TABLE OF CONTENTS

3TABLE OF CONTENTS

4PROCUREMENT SCHEDULE

5SECTION A: SCOPE OF WORK

5A.1

GENERAL TERMS

6A.2

BIDDING PROCESS

6A.3

GAS SUPPLY

8A.4

CONTRACT PRICING

9A.5

TERM

9A.6

DELIVERY POINT

9A.7

METERING AND BILLING

9A.8

NOMINATING AND BALANCING RESPONSIBILITIES

10A.9

LINE LOSSES

10A.10

CREDIT FOR DEFAULT SERVICE

10A.11

RISK OF LOSS

10A.12

PROTECTION OF CONTRACT INFORMATION

10A.13

ANTI-DEFICIENCY

10A.14

FILINGS WITH REGULATORY AUTHORITIES

10A.15

AUTHORIZED USERS

10A.16

ADDING AND DELETING FACILITIES TO THIS CONTRACT

11A.17

PAYMENT AND BILLING

11A.18

CONTRACT ADMINISTRATION

12A.19

PROCUREMENT FEE

12A.20

MATERIAL CHANGE

12A.21

SERVICE INTERRUPTION

12A.22

TAXES

13A.23

CHANGE OF REGULATION

13A.24

QUALITY AND MEASUREMENT

13A.25

FORCE MAJEURE

13A.26

SPECIAL CONTRACT TERMINATION - LIQUIDATION OF CONTRACT POSITIONS

14A.27

INSTRUCTIONS FOR THE ORDERING OFFICER ARE CONTAINED IN ATTACHMENT (A)

14A.28

ENROLLMENT

14A.29

LOAD REDUCTION

14A.30

DEFINITIONS

17SECTION B: FEDERAL ACQUISITION REGULATIONS CLAUSES

17B.1

CLAUSES IN FULL TEXT

36SECTION C: SUBMISSION REQUIREMENTS

36C.1

PRICING

37C.2

SCHEDULE:

37C.3

EVIDENCE OF TECHNICAL CAPABILITY

38C.4

NOTES AND INSTRUCTIONS TO OFFEROR REGARDING PRICING

39C.5

SUBMISSION OF PROPOSALS

43SECTION D: EVALUATION FACTORS FOR AWARD

43D.1

EVALUATION

43D.2

BASIS FOR AWARD

43D.3

POST AWARD REQUIREMENT FOR SMALL BUSINESS SUBCONTRACTING PLAN

43D.4

POST AWARD REQUIREMENT FOR SERVICE START DATE REPORTING

44SECTION E: REPRESENTATIONS AND CERTIFICATION

55ATTACHMENT 1: SUBCONTRACTING PLAN

61ATTACHMENT 2: SUBCONTRACTING PLAN – SUPPLEMENTAL INFORMATION

63ATTACHMENT 3: CONTRACTOR INFORMATION

64ATTACHMENT 4: CONTRACTOR ACKNOWLEDGEMENT – REVERSE AUCTION

66ATTACHMENT 5: FREQUENTLY ASKED QUESTIONS

72ATTACHMENT A: INSTRUCTIONS TO THE ORDERING OFFICER

PROCUREMENT SCHEDULE

Completion of Technical Evaluations

SECTION A: SCOPE OF WORK

A.1

GENERAL TERMS

It is the desire of the U.S. Federal Government to secure the lowest cost for natural gas supply and the transportation of such natural gas supply to Federal facilities utilizing the most direct pipeline into the serving Local Distribution Company (LDC), therefore the General Services Administration (GSA) is issuing this Request For Proposals (RFP) for pricing of natural gas supply, transportation, and delivery (including any/all directly related ancillary and/or incidental services necessary) of natural gas supply for the various Federal facilities and delivery points contained in Exhibit 1 broken out geographically by regions. The facilities usage data files will be provided seven working days prior to the date of the reverse auction for the particular region. The facilities are located in the following local distribution companies (LDC):

LOCAL DISTRIBUTION COMPANIES

AR

Arkansas Western Gas Company

AR

ARLKA Centerpoint

AZ

Unisource Energy Services

CA

Pacific Gas & Electric

CO

Greeley Gas

CO

Xcel Energy (PSCo of CO)

CT

Conn NG

CT

SOCNG

CT

Yankee Gas

DC

Washington Gas & Light, DC

DE

Delmarva Power

FL

TECO Peoples Gas

GA

Atlanta Gas Light

IA

Alliant Energy

IA

MidAmerican Energy

ID

Intermountain Gas Company

IL

Ameren CILCO

IL

Ameren Cips

IL

Ameren Illinois

IL

NICOR

IL

Peoples Gas

IN

Citizens Gas Coke

IN

Vectren Energy Delivery

KS

Kansas Gas Services

KY

Columbia Gas of Kentucky

KY

Delta Natural Gas

MA

Baystate

MA

Berkshire Gas

MA

Columbia Gas

MA

National Grid

MD

Baltimore Gas & Electric

MD

Columbia Gas of Maryland

MD

Washington Gas & Light, MD

MI

Consumers Energy

MI

DTE Energy

MI

SEMCO

MN

Minnesota Energy Resources

MO

Laclede Gas Company

MT

Montana-Dakota Utilities Co.

MT

NorthWestern Energy

NC

Piedmont Natural Gas

NC

PSNC Energy

NE

Source Gas

NJ

PSE&G

NH

Liberty Utilities

NM

New Mexico Gas Company Inc.

NV

NV Energy

NY

Bath Electric, Gas & Water

NY

Central Hudson

NY

Con Edison

NY

National Fuel Gas Distribution

NY

National Grid

NY

NYSE&G

OH

Cincinnati Gas & Electric

OH

Columbia gas of Ohio

OH

Dominion / East Ohio Gas

OH

Duke Energy – Ohio

OH

Pike Natural Gas Company

OH

Vectren / Formerly Dayton Power & Light

OK

Oklahoma Natural Gas

PA

Dominion Peoples Gas

PA

National Fuel Gas Distribution

PA

PECO

PA

Peoples Natural Gas

PA

Philadelphia Gas Works

PA

UGI

PA

UGI Central Penn

PA

UGI Penn

RI

National Grid

TX

Atmos Energy

TX

Centerpoint Energy

TX

Texas Gas Service

VA

Columbia Gas of Virginia, Inc

VA

Virginia Natural Gas

VA

Washington Gas & Light - VA

WA

Avista Utilities

WA

Cascade Natural Gas

WI

Wisconsin Gas

WV

Dominion / Hope

WV

Mountaineer Gas

The winning Contractor will be responsible for the following duties:

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

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

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

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

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

A.2

BIDDING PROCESS

The Government will utilize an internet based transaction platform provided by the team of World Energy Solutions Inc (WES) and Leidos. This internet based transaction platform, commonly called a reverse auction (hereafter “Reverse Auction”), offers the Government a more dynamic bidding process to facilitate market pricing.

Contractor’s prices shall be submitted to GSA utilizing an internet based transaction platform provided by WES at www.worldenergy.com in accordance with the instructions in Section C. Prices submitted through the exchange will EXCLUDE Sales Tax (ST).

A.3

GAS SUPPLY

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

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

Unless otherwise specified in Exhibit 1, an account is defined by account number, not street address, and comparisons to determine variances shall be determined using the last 12 months usage data shown in Exhibit 1. All comparisons shall be between like months (December ‘14 and December ‘13; November ‘14 and November ‘13, etc). If no data was provided for an account (represented by "na" in the Exhibit 1 spreadsheet) then price adjustments will not apply. The contractor will be responsible for providing GSA with documentation (e.g. invoices, sales receipts, purchase receipts, etc) clearly identifying costs.

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

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

OPTION I:

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

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

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

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

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

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

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

OPTION II:

The supply of natural gas to be provided to each Federal facility account under option two shall be one hundred percent (100%) usage, full requirements, firm fixed price option with no guaranteed usage/volumes to the contractor and no usage restrictions to the Government. The Government shall be invoiced monthly on actual usage at the awarded contract price, with unlimited usage. During any month of delivery for the term of the contract, the Government may over or under burn the estimated quantities as specified by month for each account listed in Exhibit 1. In both over burn and under burn scenarios, the Government shall be invoiced at the awarded contract price for actual usage. For example, if the Government burned 50% of the monthly historical usage, the Government shall be invoiced at the awarded contract price multiplied by actual usage. If the Government burned 150% of the monthly historical usage, the Government shall be invoiced at the awarded contract price multiplied by actual usage.

OPTION III:

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

The Government shall have the right during the term of this agreement to lock-in the price for the percentage of the Indexed Priced gas for any or all month(s) remaining in the term of the contract by notifying the contractor of the Government’s desire to do so. The Government will provide the contractor with a notice identifying the month(s) and estimated monthly volumes it desires to lock in. Note A.4 (c) below.

Under this option, the Government may elect to lock Indexed priced gas at firm fixed prices as noted or at pre-established trigger prices based on the escalation in commodity indices such as NYMEX Henry Hub Prices.

A.4

CONTRACT PRICING

OptionS I and II

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

Option III

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

(a) Commodity Element of Cost:

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

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

(b) Transportation Element: Contractor shall transport the Index Based Gas to the Citygate specified for each month of delivery required by the contract for a bundled firm fixed price. Such transportation charge shall include all contractor costs associated with delivering the index-based gas to the Citygate/Delivery Point, such as line losses and/or Fuel Factor adjustments, all applicable royalties and taxes, the procurement fee of $0.05 per MMBTU (as defined in Section A.19),and Contractor margin.

Note: under Option lll, the Firm Fixed Price Gas and the transportation element (firm fixed basis) will be determined by Reverse Auction

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

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

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

INDUSTRY CONSIDERATIONS:

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

A.5

TERM

The initial term of this Agreement shall be for the number of full billing cycles specified in the auction schedule in Exhibit 1. The service start and end dates shall be established by either the date specified in the auction schedule in Section C or the next meter read date immediately following the date specified in the auction schedule in Exhibit 1 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 this required service start date shall be borne by the Contractor. Should an extension beyond the original contract term be required by the Contracting Officer, a bilateral contract extension shall be negotiated for a term of up to 12 months beyond the end of the original contract term.

A.6

DELIVERY POINT

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

A.7

METERING AND BILLING

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

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

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

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

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

A.8

NOMINATING AND BALANCING RESPONSIBILITIES

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

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

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

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

A.9

LINE LOSSES

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

A.10

CREDIT FOR DEFAULT SERVICE

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

A.11

RISK OF LOSS

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

A.12

PROTECTION OF CONTRACT INFORMATION

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

A.13

ANTI-DEFICIENCY

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

A.14

FILINGS WITH REGULATORY AUTHORITIES

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

A.15

AUTHORIZED USERS

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

A.16

ADDING AND DELETING FACILITIES TO THIS CONTRACT

It is possible that certain authorized facilities will choose to satisfy their competitive natural gas requirements by the use of this contract. It is possible that some accounts that are enrolled under this contract may subsequently be deleted at the facilities request. In this event the Government shall provide the Contractor with the facility’s revised natural gas requirement and the two parties shall mutually agree as to whether to extend the full terms and conditions of this contract to such facility account(s) located in any, and/or all respective service territories. Adding and deleting a facility account(s) shall be accomplished by the bilateral execution of Standard Form 30 – Amendment of Solicitation/Modification of Award. The Contractor has thirty (30) days from the execution of the Standard Form 30 to add or delete a facility account(s) to this contract.

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

A.17

PAYMENT AND BILLING

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

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

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

In addition to tendering original invoices to the authorized facility agency payment or finance office, it is also the contractor's responsibility to ensure a copy of the monthly billing invoice for each facility account will be promptly provided to the designated NGAP Account Manager - Billy Dennison or David Hague or Richard Corvi or Kristi Dutton or Matt Standley specified in the contract at the General Services Administration (GSA), PBS, Energy Center, Natural Gas Acquisition Program (NGAP), 500 W. 12th Street, Room 226, Vancouver, WA 98660, or sent via email or as otherwise agreed.

Each end-use agency is responsible for paying its own bills and setting up delivery orders with contractors. Payment and billing will be in accordance with each end use agency’s payment and billing policies.

A.18

CONTRACT ADMINISTRATION

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

The Contracting Officers for this contract shall be:

Linda L. Collins (202) 708-9881 or Kenneth Shutika (202) 329-1826 U.S. General Services Administration Energy Division (PMAA)

1800 F Street, NW Room 5100 Washington, D.C.20407

The Contracting Officer's Representative/Account Managers for the day-to-day administration of this contract is:

Billy Dennison or David Hague or Richard Corvi or Kristi Dutton

General Services Administration

Natural Gas Acquisition Program (NGAP)

500 W 12th Street, Room 226

(360) 696-7504 or:

Matt Standley

Services Analyst, GSA Region 1

100 Front Street, 20th Floor

Worcester, MA 01608

(508) 459-8168

The specific Contracting Officer’s Representative/Account Manager will be clearly identified in award notification provided to each Contractor at the time of award.

A.19

PROCUREMENT FEE

The Contractor hereby agrees to the assessment of a procurement fee on all facility accounts included in this contract that will be reflected in the Contractor’s price. This fee is $0.05 /MMBTU for all usage billed under this contract unless adjusted by the CO. This fee shall be paid directly to The World Energy Solutions, Inc. by the successful Contractor(s) in accordance with the Payment Instructions Document found on their auction website, https://www.wesplatform.com/WebPortal/Public/Announcement.aspx?ID=cMKmIRBEbVk%3d.In the event World Energy provides notice to GSA that they have not received fees from a supplier for a period of three or more months, GSA will request either proof of payment from the supplier to World Energy or proof that the supplier has not received payment from the end-use facility.

A.20

MATERIAL CHANGE

The facility point of contact will promptly notify the Contractor and GSA CO/COR of any furnace outages, boiler shutdowns and additions, maintenance of equipment or compliance with Presidential Directives, Executive Orders and Public Laws and Regulations that may impact a facility's historical usage by more than 25% (a "material change"). Additionally, a material change cannot be caused by increases or decreases in operating hours caused by fluctuations in the weather. If the facility properly notifies Contractor of any material change, Contractor will pay any penalties imposed by the facility’s LDC. If the facility fails to notify Contractor of a material change, facility shall pay all penalties imposed by facility’s LDC.

A.21

SERVICE INTERRUPTION

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

· Facility

90%

· Contractor

10% Total:

100% In the event the LDC issues an interruption, supply curtailment, gas production period, entitlement period / operational flow order, etc; the Contractor is to notify the Contracting Officer’s Representative and facility Point of Contact prior to the event in writing via e-mail or facsimile with the starting and ending dates and times of the restrictions.

A.22

TAXES

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

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

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

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

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

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

A.23

CHANGE OF REGULATION

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

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

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

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

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

A.24

QUALITY AND MEASUREMENT

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

A.25

FORCE MAJEURE

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

In no event shall the economic hardship of either party constitute a Force Majeure condition. The following conditions, by themselves, shall not constitute a Force Majeure condition: the inability of the Contractor to obtain transportation, to obtain natural gas supply contracts, or the event of higher actual costs than contracted costs to the Contractor. Also See FAR Clause 52.212-4 and the Addendum to FAR 52.212-4 on Force Majeure located in Section B of this solicitation A.26

SPECIAL CONTRACT TERMINATION - LIQUIDATION OF CONTRACT POSITIONS

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

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

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

A.27

INSTRUCTIONS FOR THE ORDERING OFFICER ARE CONTAINED IN ATTACHMENT (A)

A.28

ENROLLMENT

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

A.29

LOAD REDUCTION

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

A.30

DEFINITIONS

All definitions are for the interpretation of this Contract:

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

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

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

d) Contracting Officer (CO) – The person with authority to enter into, administer, and/or terminate contracts, as well as to make related determinations and findings. The term includes certain authorized representatives of the CO acting within the limits of their authority as delegated by the CO. (FAR 2.101)

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

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

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

h) Delivery Intrastate Pipeline - The pipeline on which Natural Gas Supply is transported by the Contractor to the Delivery Point identified for each Facility account in the Task Order.

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

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

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

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

m) FERC - The Federal Energy Regulatory Commission.

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

o) Fixed Price - A negotiated Commodity or Delivered price set for a specific period.

p) Firm Transportation Rate - Current tariff rate filed by the pipeline, or LDC with its regulatory authority, including monthly approved adjustments, such as: commodity demand charges, etc.

q) Force Majeure – Events not reasonably anticipated or within the control of the claiming Party such as, but not limited to, acts of God, acts of the public enemy, actions of governments or regulatory bodies, future changes in laws, rules, regulations, or utility practices, or pipeline failure. See Section A.25 – Force Majeure of this solicitation.

r) Full Requirements – Full 100% requirements of the facilities usage for the term specified.

s) Index Price – The cost of Natural Gas at a particular Receipt or Citygate/Delivery Point, as published in a recognized Natural Gas Industry trade publication. The index price for purposes of this solicitation shall be the applicable index prices published in the Gas Daily Price Guide.

t) LDC Line losses – The difference between the sums of all input quantities of Natural Gas Supply received into the Transporter’s system and the sum of all output quantities of Natural Gas delivered from the Transporter’s system. The difference shall exclude company-used Natural Gas and shall include, but not be limited to Gas vented, storage losses, and as a result of an event of Force Majeure. LDC line losses will equal the percentage factors allowed by the applicable LDCs for third-party gas suppliers and should be included in the price of each bid.

u) MMBTU - One million British Thermal Units which is equivalent to one Decatherm (dth).

v) Natural Gas - Any mixture of hydrocarbons and non-combustible Gases in a Gaseous state, consisting primarily of methane, which meets pipeline standards.

w) Pipeline Line Losses: Pipeline line losses will equal the percentage factor allowed by the applicable intrastate and interstate pipeline and should be included in the price of each bid.

x) Rate Class – Rate class is determined by the LDC.