OH2015_SpringElectricity_Solic_GS00P15BSD1129.doc

PAGE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NO.

PAGE 1 OF

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NO.

GS-00P-15-BSD-1129

6. SOLICITATION ISSUE DATE

3/27/2015

7. FOR SOLICITATION

INFORMATION CALL

a. NAME

Kenneth M. Shutika

b. TELEPHONE NO. (No collect calls)

(202) 329-1826

8. OFFER DUE DATE/LOCAL TIME

4/21/2015

9. ISSUED BY

CODE

GS

GSA, Energy Division (PMAA) 1800 F Street, NW, Room 5100 Washington, DC 20405

(UNRESTRICTED

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SET ASIDE: % FOR

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SMALL BUSINESS

DESTINATION UNLESS BLOCK IS MARKED

( SEE SCHEDULE

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SMALL DISADV. BUSINESS

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13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

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8(A) 13b. RATING

SIC:

SIZE STD:

14. METHOD OF SOLICITATION

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RFQ

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IFB

( RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

See Block 9 Address

See Block 9

17a. CONTRACTOR/

OFFEROR

FACILITY

18a. PAYMENT WILL BE MADE BY

TELEPHONE NO.

Individual Agencies

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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

( SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See SUBMISSION REQUIREMENTS - PRICING

SECTION C.1

TOTAL

(Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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

ARE NOT ATTACHED.

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

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ARE NOT ATTACHED.

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _2____ 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

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RECEIVED

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INSPECTED

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CONTRACT, EXCEPT AS NOTED

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PARTIAL

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FINAL

COMPLETE

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PARTIAL

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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 an electricity utility provider is 750 Employees and the NAICS Code is 221112. Any utility 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.

Table of Contents

4SECTION A: SCOPE OF WORK

4A.1

GENERAL

4A.2

DELIVERY POINT

4A.3

NOMINATING AND BALANCING RESPONSIBILITIES

5A.4

CREDIT FOR DEFAULT SUPPLY SERVICE

5A.5

RISK OF LOSS

5A.6

PROTECTION OF CONTRACT INFORMATION

5A.7

PAYMENT AND BILLING

5A.8

ANTI-DEFICIENCY

5A.9

AUTHORIZED USERS

5A.10

ADDING AND DELETING FACILITIES TO THIS CONTRACT

6A.11

EXTENSION PROVISIONS

6A.12

RENEWABLE POWER FOR FACILITIES IN THIS CONTRACT

8A.13

LOAD CHANGES DURING THE TERM OF THE CONTRACT

8A.14

SPECIAL CONTRACT TERMINATION - LIQUIDATION OF CONTRACT POSITION

8A.15

TAXES

9A.16

CHANGE OF REGULATION

9A.17 CONTRACT ADMINISTRATION

9A.18 AUCTION PROCESS FOR PRICING USING EnerNOC

9A.19 ADMINISTRATIVE FEES

10A.20

DAMAGES FOR MISSING CONTRACT START DATE

10A.21

MARKETING RECS FOR CONTRACT ACCOUNTS

10A.22

LIMITATION OF LIABILITY

11SECTION B: FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

11B.1

CLAUSES INCORPORATED BY REFERENCE

12B.2

CLAUSES IN FULL TEXT

23SECTION C: SUBMISSION REQUIREMENTS:

23C.1

EVIDENCE OF TECHNICAL QUALIFICATION

24C.2

PRICE PROPOSAL

26C.3

SUBMISSION OF PROPOSALS

27SECTION D: EVALUATION FACTORS FOR AWARD:

27D.1

EVALUATION

27D.2

BASIS FOR AWARD

27D.3

POST AWARD REQUIREMENT FOR SMALL BUSINESS SUBCONTRACTING PLAN

27D.4

POST AWARD REQUIREMENT FOR SERVICE START DATE REPORTING

28SECTION E: REPRESENTATIONS AND CERTIFICATION

39ATTACHMENT 1 ATTESTATION FROM RENEWABLE ENERGY SUPPLIER

42ATTACHMENT 2 RENEWABLE POWER/RENEWABLE ENERGY CERTIFICATE NOTIFICATION

NOTE:

ALL QUESTIONS MUST BE SUBMITTED IN WRITING AND CAN BE SENT VIA:

ELECTRONIC MAIL AT ken.shutika@gsa.gov

SECTION A: SCOPE OF WORK

A.1

GENERAL

The General Services Administration (GSA or Government) is requesting proposals for the supply of all electricity supply commodity components up to the delivery point including energy, capacity, ancillary services, scheduling, balancing and line losses necessary for the firm supply of electricity to a number of Federal facilities located in the State of Ohio. The successful offeror (i.e. Contractor) will supply the full requirements of such electricity for contract terms up to thirty-six (36) full monthly billing cycles for accounts included in this contract. The Government has placed its requirements into two (2) pricing groups. All pricing groups shall begin with the first meter read date on or after June 1, 2015 or as noted in Exhibit 1.

All quantities required to be supplied to facilities included in this contract shall be considered firm requirements (“firm” means electric supply that will not be interrupted unless such interruption is due to a Force Majeure as defined in Section B) for delivery by the Contractor to the Delivery Point. The Contractor shall be liable for all actual, direct penalties assessed to facilities for the non-delivery of firm requirements. The electricity provided under this contract shall conform to the tariff of the interstate/intrastate transmitting utility and the Local Distribution Utility (LDU) at the Delivery Point for the accounts specified in Exhibit 1. The Government has organized its requirements for this solicitation in an Exhibit as described below.

Exhibit 1 consists of Excel spread sheets that specify the accounts included in this contract and provides aggregate totals. For each account, the following information is provided if available:

(a) LDU rate schedule;

(b) LDU account number;

(c) Agency/account holder;

(d) General Service Location;

(e) LDU;

(f) Monthly consumption (kWh);

(g) Registered monthly on-peak demand (KW) per LDU tariff definition;

(h) Registered monthly maximum demand (KW) per LDU tariff definition;

(i) Monthly on-peak KWH per LDU tariff definition;

(j) Monthly interm KWH per LDU tariff definition;

(k) Monthly off-peak KWH per LDU tariff definition;

(l) Monthly billing days;

(m) Monthly load factor;

(n) Range of meter read dates throughout the year;

(o) Whether hourly interval data is provided for the account (information on separate spread sheets).

A.2

DELIVERY POINT

The Delivery Point for such electricity shall be that point on the electric system at which the LDU takes possession of the electricity for final delivery of the electricity to the meter(s) of the specific facilities identified in Exhibit 1 of this contract. The Delivery Point shall be where the facility takes title to the electricity.

A.3

NOMINATING AND BALANCING RESPONSIBILITIES

It is the Contractor’s responsibility to conduct all required nominations on behalf of the facilities specified herein. The Contractor shall be fully familiar with the imbalance, transmission grid loss and line loss policies of both the LDU and the interstate/intrastate transmission companies.

A.4

CREDIT FOR DEFAULT SUPPLY SERVICE

If at any time (unless under a condition of Force Majeure) an account covered by this contract is forced to accept default supply service from the LDU serving in its capacity as the utility supplier of last resort solely as a result of action/inaction by the Contractor, the Contractor shall be responsible for payment of the additional supply costs, if any, incurred.

A.5

RISK OF LOSS

Risk of loss of electricity supplied under this contract shall remain with the Contractor prior to the Delivery Point and shall pass to the Government at and after the Delivery Point specified for each facility.

A.6

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.

A.7

PAYMENT AND BILLING

For the purposes of this contract, the Government shall pay the Contractor through monthly bills rendered by the Contractor for each account included in this contract. The Contractor shall use the LDC's meters, meter readings, and billing cycles for the computation of bills. The Contractor must establish its own account number for the Government account and provide the corresponding LDC account number on each monthly bill. The Contractor's bill shall encompass ALL applicable charges for the electricity delivered under this contract (i.e. generation, transmission, and ancillary services, etc.) delivered to the Delivery Point in accordance with the Contract terms and conditions. Payment shall be made in accordance with FAR 32.9 (Prompt Payment), see incorporated clause 52.232-25. If payment is to be made by electronic funds transfer, the provisions of FAR 32.11 (ELECTRONIC FUNDS TRANSFER), the incorporated clause 52.232-33 shall apply. Prior to the initiation of service under this contract, the Government account holders will provide the Contractor with all necessary billing information required for the processing of bills.

It shall be the Contractor’s responsibility to understand the specific details regarding the LDU’s requirements for billing. The Contractor shall ensure that the data that is normally provided to full service customers appears on the bill. Such information shall include current billing period usage (kWh), current billing period capacity and transmission charges for large accounts, capacity and transmission obligation demand figures and monthly demand amounts for large accounts, current billing period charges, previous billing period balance, and previous billing period payment.

For Pricing Group 1, the Government will also accept consolidated billing through the LDU in accordance with the regulated terms and conditions of the LDU. Contractors are required to provide bills rendered directly by the contractor for Pricing Group 2.

A.8

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 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 Government in an obligation for the future expenditure of moneys before an appropriation is made.

A.9

AUTHORIZED USERS

This contract is for the use of all Federal agencies; authorized Federal contractors; 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.

A.10

ADDING AND DELETING FACILITIES TO THIS CONTRACT

For a variety of reasons, it is possible that certain authorized facilities eligible to compete their electric requirements but not included in Exhibit 1 may request to satisfy their competitive electric requirements by use of this contract. In that event, the Government shall provide the Contractor with the facility’s electric requirement and the two parties shall mutually agree as to whether to extend the full terms and conditions of this contract to such facility. Adding a facility(ies) shall be accomplished by the bilateral execution of Standard Form 30 - Amendment of Solicitation/Modification of Award.

It is possible that certain authorized facilities included in Exhibit 1 may seek to be removed from the contract prior to the contract’s termination date. In that event, the government shall provide the Contractor with a written notice 45 business days before the deletion. Deleting facilities shall be accomplished by the bilateral execution of Standard Form 30 - Amendment of Solicitation/Modification of Award. When accounts in Pricing Group 1 are deleted, the methodology provided in Section A.14 shall be used to calculate early termination charges, if any. The provisions of this paragraph shall not apply to accounts with early end dates noted in Exhibit 1 at the time of contract award.

A.11

EXTENSION PROVISIONS

(a) The Government may request extension of performance, one or more times, in accordance with the existing contract terms and conditions, so long as the total additional performance period does not exceed six (6) months. If the Contractor declines to extend at the existing prices, the Government may propose a new firm fixed price for the extension. Extension of Firm Fixed Prices must be accompanied by the agreement of all parties (bilateral modification). Failure to agree will result in the expiration of the contract at the end of the current performance period.

(b) Notice of request for bilateral extension will be furnished to the Contractor not later than 45 days prior to the expiration of the contract or any extension thereof. However, nothing precludes the Contractor from agreeing to an extension of the contract if the Government fails to issue the notice prior to the 45 days.

(c) Notice of request for bilateral extension of this contract shall be considered to have been accomplished at the time the Government deposits written notification in the mail or provides such notification by facsimile transmission.

A.12

RENEWABLE POWER FOR FACILITIES IN THIS CONTRACT

The power content for all pricing groups shall contain delivered renewable power or RECs equivalent to 20% of the total usage required by the accounts as specified in Section C.2 and on Exhibit 1 of the contract. The renewable power/REC content requirements are in addition to any renewable power required to comply with the State of Ohio’s renewable portfolio standard (RPS) requirements, if any, during the term of any resultant contract(s). There are no geographic restrictions related to the RECs provided to meet this requirement. The renewable power that the offeror provides must come from renewable resources that have been placed in service within 10 years prior to the start of the Government’s fiscal year for each year of the contract. For the contract’s first year, resources will need to have been placed in service on or after October 1, 2004.

Annual Renewable Report

To verify compliance, the Government requires Contractors to provide an annual report verified and certified by an independent third party auditor. The annual reporting period shall be October 1 through September 30. The annual report shall contain the following elements:

(a) An affidavit attesting to the product content for the annual reporting period that:

(1) Indicates the source of new renewable power, zip code of the source and the EGRID subregion for the new source; and

(2) Indicates the source of non-new renewable power, zip code of the source and the EGRID subregion for the source.

(b) An affidavit indicating that:

(1) The offeror has not sold the renewable power more than once (as either a renewable power product or as an REC product), and in the case of a reseller that purchases a wholesale product for retail sale, reasonable measures are taken to ensure that suppliers also do not sell renewable power more than once;

(2) All environmental attributes, including any attendant emission credits which are specifically owned by or to which the renewable power generator is otherwise entitled convey to the purchaser (i.e. Government);

(3) The offeror has not sold any emission allowances/credits, or other environmental attributes which are specifically owned by or to which the renewable power generator is otherwise entitled to convey associated with renewable power; and

(4) The renewable power that is used to fulfill the requirements of this solicitation is also not being used to meet any federal, state, or local renewable energy requirement, renewable energy procurement, renewable portfolio standard, or other renewable energy mandate.

The Annual Report shall be submitted to both the CO and COR at the addresses specified in Section A.17 no later October 31 each year and shall contain Attachments 1 and 2. The independent third party auditor shall be submitted in the Contractor’s proposal and approved by the Government at the time of contract award. The following are examples of third party verification that the Government considers acceptable: Environmental Resources Trust; Green-e; Independent Auditors Report; TerraChoice; and State/Regional Verification Methods Approved by a State Governmental Entity/Public Utilities Commission/Regional Power Pool (i.e. Texas REC system administered by ERCOT, the PJM Generation Attribute Tracking System of the PJM Environmental Information Services, Inc., or the New England Power Pool (NEPOOL) Generation Information System (GIS). The Government will also consider for approval other third party verification methods/entities.

Renewable Power Vintage: To qualify as eligible renewable power (delivered renewable power or renewable power certificates) under this contract, the renewable power must be generated during the Government’s applicable fiscal year calendar which is October 1 through September 30 for each year of the contract and the six (6) months immediately preceding that time period and the three (3) months immediately following that time period (e.g. April

1, 2015 through December 31, 2016).

Definition of Renewable Energy

For the purposes of this contract and this Section A.12, renewable energy shall have the definition as specified by the Energy Policy Act of 2005. Accordingly, “renewable energy” means electric energy generated from solar, wind, biomass, landfill gas, ocean (including tidal, wave, current, and thermal), geothermal, municipal solid waste, or new hydroelectric generation capacity achieved from increased efficiency or additional new capacity at an existing hydroelectric project. Under the Energy Policy Act of 2005 and this contract, the term “biomass” shall have the definition listed below.

Biomass - the term ‘biomass’ means any lignin waste material that is segregated from other waste materials and is determined to be non-hazardous by the Administrator of the Environmental Protection Agency and any solid, non-hazardous cellulosic material that is derived from:

· any of the following forest-related resources: mill residues, precommercial thinnings, slash, and brush, or nonmerchantable material;

· solid wood waste materials, including waste pallets, crates, dunnage, manufacturing and construction wood wastes (other than pressure-treated, chemically-treated, or painted wood wastes), and landscape or right-of-way tree trimmings, but not including municipal solid waste (garbage), gas derived from the bio-degradation of solid waste, or paper that is commonly recycled

· agricultural wastes, including orchard tree crops, vineyard, grain, legumes, sugar, and other crop by-products or residues, and livestock waste nutrients; or

· a plant that is grown exclusively as a fuel for the production of electricity.

"Renewable energy certificates" (RECs) are unique certificates that represent all of the environmental attributes or benefits of a specific quantity of renewable generation. RECs are created when a renewable energy facility generates electricity. The terms Renewable Energy Credits, Tradable Renewable Certificates, renewable power or Green Tags, are equivalent terms.

In addition, to meet Federal environmental goals and policies, facilities included in the contract may choose to purchase additional amounts of renewable energy to meet applicable Federal environmental goals and policies via bilateral modification to this contract. Terms and conditions that apply to such purchases will be addressed through a bilateral modification.

A.13

LOAD CHANGES DURING THE TERM OF THE CONTRACT

As indicated in Section A.1 and in the Notes portion of Section C.2, this contract is for the full requirements of each account at the Delivery Point. The full requirements are expressed on Exhibit 1 of the solicitation. The Government does not estimate that its aggregate load will change in a significant manner throughout the term of this contract unless noted on Exhibit 1. The Government considers a monthly change in the aggregate kWh consumption in excess of ten percent (10%) to be significant. The historical volumes are given in Exhibit 1 and these volumes will be used in determining monthly changes. In the event of a significant change in contract load, the Government agrees, if requested by the Contractor, to negotiate in good faith to equitably adjust contract pricing so that the Contractor is made whole for any incremental costs associated with such load change beyond the ten percent (10%) measurement threshold. Any proposed adjustments to contract pricing must compare the contract price with the market price at the time of usage deviation to arrive at an adjustment to contract pricing. The Government will notify the Contractor of any significant anticipated load changes as soon as it becomes aware of such anticipated changes.

A.14

SPECIAL CONTRACT TERMINATION - LIQUIDATION OF CONTRACT POSITION

At any time following contract execution or during the term of this contract, the Government may terminate this contract. The Government will pay any penalties imposed by the LDU or other appropriate authority (including, without limitation, power pool or power exchange, independent system operator, regional transmission organizations) associated with such termination. Upon termination, the Contractor and the Government will have no further obligation to each other with respect to the terminated contract except as described herein. If termination applies to a contract that is currently enrolled by the Contractor as the supplier of record with the LDU, then the Government must provide at least sixty (60) days prior notice of termination to the Contractor. Upon termination of an enrolled account, Contractor will return such account to LDU service on the next available meter read date as determined by the LDU, and the party's respective obligations under this contract will cease on that meter read date. At the time the contract 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. 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.

A.15

TAXES

(a)(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 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.

(b) 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.

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

(d) 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.16

CHANGE OF REGULATION

(a)(1) Imposed Charges. Following contract award, any change of Federal, State, and local regulation, as used in this paragraph, means any new or modified Federal, State, and/or local regulation including ISO/RTO charges on the transactions covered by this contract that result in new or increased charges 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) Relieved Charges. Following contract award, any change of Federal, State, and local regulation, as used in this paragraph, means any Federal, State, and/or local regulation including ISO/RTO charges on the transactions covered by this contract 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, and that the Contractor provides sufficient documentation to support the increase.

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

(d) 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. In the event that the Government and the Contractor cannot agree to an acceptable contract adjustment, the Government will unilaterally adjust the contract price via modification subject to the Disputes provisions of FAR 52.212-4(d) incorporated in the contract.

A.17 CONTRACT ADMINISTRATION

After award, this contract shall be administered by the General Services Administration’s Energy Division (PMAA). The Contracting Officer (CO) for the administration of this contract is:

Ken Shutika

Telephone

(202) 329-1826 Energy Division (PMAA)

Facsimile

(202) 208-2849

1800 F Street, NW, Rm. 5116

Email ken.shutika@gsa.gov

Washington, DC 20405

The Contracting Officer Representative (COR) for administration of this contract is:

Mike Virgilio

Telephone

(312) 352-4651 Regional Energy Coordinator

Email michael.virgilio@gsa.gov Energy Program Specialist

230 S Dearborn St. Room 3500 Chicago, IL 60604

A.18 AUCTION PROCESS FOR PRICING USING EnerNOC The Government shall utilize an internet based transaction platform provided by EnerNOC to obtain pricing for this procurement. Contractor’s prices shall be submitted to GSA utilizing an internet based, auction transaction platform provided by EnerNOC at https://www.wesplatform.com/webportal/AnnouncementView.aspx?id=8039 in accordance with the instructions in Section C and the EnerNOC website. All prices submitted to the EnerNOC transaction platform shall be in accordance with the provisions of the solicitation. It shall be the responsibility of the Offeror to understand both the rules and the mechanics of the EnerNOC transaction platform.

A.19 ADMINISTRATIVE FEES

The Contractor hereby agrees to the assessment of a procurement fee on all accounts included in this contract that will be reflected in the Contractor’s price. This fee is $0.0007 per kWh for all usage billed under this contract unless adjusted by the CO. This fee shall be paid directly to EnerNOC. by the successful Contractor(s) in accordance with the Payment Instructions Document found on their auction website at https://www.wesplatform.com/webportal/AnnouncementView.aspx?id=8039.

. In the event EnerNOC 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 EnerNOC or proof that the supplier has not received payment from the end-use facility.

A.20

DAMAGES FOR MISSING CONTRACT START DATE

In the event that the start date for electric supply is missed due solely to the fault of the Contractor and an account(s) is required to remain with the LDU at regulated rates, then the Contractor shall reimburse such account the difference between the contract rate and the billed regulated rates in the event that the regulated rates paid are greater than the contract rates. Affected accounts shall be reimbursed via check made out to the LDU on behalf of the affected account(s) or via credits on future bills.

A.21

MARKETING RECS FOR CONTRACT ACCOUNTS

During the term of this contract, some of the accounts included in this contract may desire to have the Contractor market the RECs produced by onsite renewable resources located behind accounts included in this contract. In that event, the Contractor agrees to cooperate with account holder to obtain market prices for properly registered renewable resources (RECs/SRECs) on behalf of account holder and to credit the account the REC market price (MWhs times $/MWh) minus a commercially reasonable Contractor remarket fee to be negotiated between the parties. The account holder and Contractor shall mutually determine the frequency of such crediting transactions. The details for transactions under this Section A.21 will be covered in mutually negotiated modifications to this contract. The Government will note in Exhibit 1 any known renewable resources and their estimated size in KW.

A.22

LIMITATION OF LIABILITY

Liabilities not excused by reason of force majeure or otherwise shall be limited to direct actual damages. Neither party will be liable to the other for consequential, incidental, punitive, exemplary nor indirect damages.

SECTION B: FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

B.1

CLAUSES INCORPORATED BY REFERENCE

The FAR Can Be Accessed At The Following Internet Address: http://www.arnet.gov/far/ (a)

FAR 52.212-1

Instructions to Offerors-Commercial Items (APR 2014) [Reference FAR 12.301(b)(1)]

Addendum to FAR 52.212-1

The offeror agrees to hold the prices offered in response to this solicitation until 1:30 p.m. on the date specified in Section C.3 of this solicitation.

(b)

FAR 52.212-4

Contract Terms and Conditions-Commercial Items (MAY 2014)

[Reference FAR 12.301(b)(3)]

Addendum To FAR 52.212-4

(1) The following section on Title overcomes and has precedence over the Title section of the clause at FAR 52.212-4 (n) in its entirety.

Title Title to electricity supplied by the Contractor under this contract shall pass from the Contractor to the Government upon delivery of said electricity to the Delivery Point. The Contractor warrants that the electricity delivered to the Government under this contract will be free and clear of all liens, claims and encumbrances arising prior to delivery to the Delivery Point.

(2) The following section on Force Majeure overcomes and has precedence over the Excusable Delays section of the clause at 52.214-4 (f) in its entirety.

Force Majeure The Contractor shall be responsible for delivery of electricity to the Delivery Points specified under the terms of the contract unless a condition of Force Majeure is in effect. As used herein, “Force Majeure” means any cause beyond the reasonable control of, and without the fault or negligence of, the party claiming Force Majeure. It shall include, without limitation, sabotage, strikes, acts of God, war, riot, civil disturbance, drought, earthquake, flood, explosion, fire, lightning, landslide, delays of common carriers (for example, any third party transmission provider or LDU), and acts of the Government in either its sovereign or contractual capacity. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any Force Majeure condition, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such condition.

In no event shall the economic hardship of either party constitute a Force Majeure condition. Likewise, the inability of the Contractor to obtain transmission or generation unless such inability is due to a Force Majuere, or the event of higher actual costs than contracted costs to the Contractor shall not constitute a Force Majeure condition.

(3) The following section on Termination for Cause overcomes and has precedence over the Termination for Cause section of the clause at FAR 52.212-4 (m) in its entirety.

The Government may terminate for cause in the event of a material failure to comply with any term or condition which is not remedied within 10 business days from the date of notice of the default. In the event of termination for cause, the Government shall not be liable to the contractor for any amount for supplies of services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience as provided for in Section A.14 of the Scope of Work.

(c)

FAR 52.216-21

Requirements (OCT 1995)

[Reference FAR 16.506(d)]

(d)

FAR 52.204-10

Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2013)

[Reference FAR 4.1403(a)] B.2

CLAUSES IN FULL TEXT

FAR 52.204-6

Data Universal Numbering System Number (JUL 2013)

[Reference FAR 4.607(a)]

(a) Definition. “Data Universal Numbering System (DUNS) number”, as used in this provision, means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities, which is used as the identification number for Federal Contractors.

(b) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS+4” followed by the DUNS number or “DUNS+4” that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number is a nine-digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the offeror to establish additional System for Award Management records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11) for the same concern.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business name.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company physical street address, city, state and ZIP Code.

(iv) Company mailing address, city, state and ZIP Code (if separate from physical).

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(End of provision)

FAR 52.204-7

System for Award Management (JUL 2013)

[Reference FAR 4.1105(a)(1)]

(a) Definitions. As used in this provision—

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional System for Award Management records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same concern.

“Registered in the System for Award Management (SAM)” means that—

(1) The offeror has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see Subpart 4.14) into the SAM database;

(2) The offeror has completed the Core, Assertions, and Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The offeror will be required to provide consent for TIN validation to the Government as a part of the SAM registration process and

(4) The Government has marked the record “Active”

(b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS +4” followed by the DUNS or DUNS +4 number that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the SAM database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company Physical Street Address, City, State, and ZIP Code.

(iv) Company Mailing Address, City, State and ZIP Code (if separate from physical).

(v) Company Telephone Number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) Offerors may obtain information on registration at https://www.acquisition.gov .

(End of clause)

52.204-8 Annual Representations and Certifications.

As prescribed in 4.1202, insert the following provision:

Annual Representations and Certifications (May 2014)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 211112.

(2) The small business size standard is _____750 employees____.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b)(1) If the provision at 52.204-7, System for Award Management, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the provision at 52.204-7 is not included in this solicitation, and the offeror is currently registered in the System for Award Management (SAM), and has completed the Representations and Certifications section of SAM electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes:

[ ] (i) Paragraph (d) applies.

[ ] (ii) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c)(1) The following representations or certifications in SAM are applicable to this solicitation as indicated:

(i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless—

(A) The acquisition is to be made under the simplified acquisition procedures in Part 13;

(B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or

(C) The solicitation is for utility services for which rates are set by law or regulation.

(ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $150,000.

(iii) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the provision at 52.204-7, System for Award Management.

(iv) 52.204-5, Women-Owned Business (Other Than Small Business). This provision applies to solicitations that—

(A) Are not set aside for small business concerns;

(B) Exceed the simplified acquisition threshold; and

(C) Are for contracts that will be performed in the United States or its outlying areas.

(v) 52.209-2, Prohibition on Contracting with Inverted Domestic Corporations—Representation. This provision applies to solicitations using funds appropriated in fiscal years 2008, 2009, 2010, or 2012.

(vi) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold.

(vii) 52.214-14, Place of Performance—Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government.

(viii) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government.

(ix) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to solicitations when the contract will be performed in the United States or its outlying areas.

(A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast Guard.

(B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast Guard.

(x) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and the contract will be performed in the United States or its outlying areas.

(xi) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity.

(xii) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity.

(xiii) 52.222-38, Compliance with Veterans’ Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the contract is not for acquisition of commercial items.

(xiv) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery or specify the use of USDA–designated items; or include the clause at 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts.

(xv) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA–designated items.

(xvi) 52.225-2, Buy American Certificate. This provision applies to solicitations containing the clause at 52.225-1.

(xvii) 52.225-4, Buy American—Free Trade Agreements—Israeli Trade Act Certificate. (Basic, Alternates I, II, and III.) This provision applies to solicitations containing the clause at 52.225-3.

(A) If the acquisition value is less than $25,000, the basic provision applies.

(B) If the acquisition value is $25,000 or more but is less than $50,000, the provision with its Alternate I applies.

(C) If the acquisition value is $50,000 or more but is less than $79,507, the provision with its Alternate II applies.

(D) If the acquisition value is $79,507 or more but is less than $100,000, the provision with its Alternate III applies.

(xviii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5.

(xix) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan—Certification. This provision applies to all solicitations.

(xx) 52.225-25, Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-Representation and Certifications. This provision applies to all solicitations.

(xxi) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to—

(A) Solicitations for research, studies, supplies, or services of the type normally acquired from higher educational institutions; and

(B) For DoD, NASA, and Coast Guard acquisitions, solicitations that contain the clause at 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns.

(2) The following certifications are applicable as indicated by the Contracting Officer:

[Contracting Officer check as appropriate.]

__ (i) 52.219-22, Small Disadvantaged Business Status.

__ (A) Basic.

__ (B) Alternate I.

__ (ii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products.

__ (iii) 52.222-48, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment- Certification.

__ (iv) 52.222-52, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Certification.

__ (v) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA–Designated Products (Alternate I only).

__ (vi) 52.227-6, Royalty Information.

__ (A) Basic.

__(B) Alternate I.

__ (vii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software.

(d) The offeror has completed the annual representations and certifications electronically via the SAM website accessed through https://www.acquisition.gov. After reviewing the SAM database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically that apply to this solicitation as indicated in paragraph (c) of this provision have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below [offeror to insert changes, identifying change by clause number, title, date]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

FAR Clause # Title Date Change

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on SAM.

(End of provision)

FAR 52.212-2

Evaluation-Commercial Items (JAN 1999)

[Reference FAR 12.301(c)]

(a) The Government will award a contract(s) resulting from this solicitation to the responsible Offeror(s) whose offer(s) conforming to the solicitation will be most advantageous to the Government, price and other factors considered.