SolicitationNoGS00P17PDD7000_FY2017_Natural_Gas.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

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

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

Standard Form 1449 Continued

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

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

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

TABLE OF CONTENTS

TABLE OF CONTENTS

PROCUREMENT SCHEDULE

SECTION A: SCOPE OF WORK

A.1 GENERAL TERMS

A.2 BIDDING PROCESS

A.3 GAS SUPPLY

A.4 CONTRACT PRICING

A.5 TERM

A.6 DELIVERY POINT

A.7 METERING AND BILLING

A.8 NOMINATING AND BALANCING RESPONSIBILITIES

A.9 LINE LOSSES

A.10 CREDIT FOR DEFAULT SERVICE

A.11 RISK OF LOSS

A.12 PROTECTION OF CONTRACT INFORMATION

A.13 ANTI-DEFICIENCY

A.14 FILINGS WITH REGULATORY AUTHORITIES

A.15 AUTHORIZED USERS

A.16 ADDING AND DELETING FACILITIES TO THIS CONTRACT

A.17 PAYMENT AND BILLING

A.18 CONTRACT ADMINISTRATION

A.19 PROCUREMENT FEE

A.20 MATERIAL CHANGE

A.21 SERVICE INTERRUPTION

A.22 TAXES

A.23 CHANGE OF REGULATION

A.24 QUALITY AND MEASUREMENT

A.25 FORCE MAJEURE

A.26 SPECIAL CONTRACT TERMINATION - LIQUIDATION OF CONTRACT POSITIONS

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

A.28 ENROLLMENT

A.29 LOAD REDUCTION

A.30 DEFINITIONS

C.1 PRICING

C.2 SCHEDULE:

C.3 EVIDENCE OF TECHNICAL CAPABILITY

C.4 NOTES AND INSTRUCTIONS TO OFFEROR REGARDING PRICING

C.5 SUBMISSION OF PROPOSALS

SECTION D: EVALUATION FACTORS FOR AWARD

D.1 EVALUATION

D.2 BASIS FOR AWARD

D.3 POST AWARD REQUIREMENT FOR SMALL BUSINESS SUBCONTRACTING PLAN

SECTION E: REPRESENTATIONS AND CERTIFICATION

FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS

(APR 2016) 46

ATTACHMENT 1: SUBCONTRACTING PLAN

ATTACHMENT 2: SUBCONTRACTING PLAN – SUPPLEMENTAL INFORMATION

ATTACHMENT 3: CONTRACTOR INFORMATION

ATTACHMENT 4: CONTRACTOR ACKNOWLEDGEMENT – REVERSE AUCTION

ATTACHMENT 5: FREQUENTLY ASKED QUESTIONS

ATTACHMENT A: INSTRUCTIONS TO THE ORDERING OFFICER

PROCUREMENT SCHEDULE

EVENT DATE TIME

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

07/11/16 (Mon)

Release of Preliminary Exhibit 1 including: auction schedule, utilities, account numbers and usage history

TBD 5:00 PM EST

Bidder Call-In Teleconference 07/14/16 (Thu) 1:00 PM – 2:00 PM EST EnerNOC Platform Demo for Prospective Bidders

07/14/16 (Thu) Immediately following Bidder Call-In Teleconference

Deadline for questions submitted via email regarding the Solicitation

07/21/16 (Thu) 1:00 PM EST

Posting of answers to both Bidder conference and email questions

07/28/16 (Thu) 5:00 PM EST

Technical Response Due Date and Time

08/16/16 (Tue) 2:00 PM EST

Completion of Technical Evaluations

09/28/16 (Wed) 5:00 PM EST

Notification of Qualification 09/30/16 (Fri) 5:00 PM EST

First Day of Auctions TBD – Between Oct 2016 and Sept 2017; specific date will be based on market opportunities

11:00 AM – 1:00 PM EST

Award Notification to Auction Winner for First Day of Auctions

TBD – Between Oct 2016 and Sept 2017; specific date will be based on market opportunities

2:00 PM EST

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

TBD – Between Oct 2016 and Sept 2017; specific date will be based on market opportunities

2:00 PM EST

Supply Contract Service Start Date

TBD – After October 1, 2016; specific date will be based on market opportunities

Spreadsheet Clearly Identifying Service Start Date by Account

TBD – Between Oct 2016 and Sept 2017; specific date will be based on market opportunities http://www.fedbizopps.gov/

SECTION A: SCOPE OF WORK

A.1 GENERAL TERMS

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

Currently, thirty-one federal agencies utilize NGAP to purchase gas for 374 end-use accounts located in thirty-five (35) states and seventy-two (72) natural gas utility service territories. These accounts purchase in excess of $89 million of third-party natural gas supply contracts annually through NGAP. GSA will make all contract awards on behalf of the agencies that use NGAP to purchase third-party natural gas but each of the agencies is responsible for paying their own bills.

It is the desire of the U.S. Federal Government to secure the lowest cost for natural gas supply and the transportation of such natural gas supply to Federal facilities utilizing the most direct pipeline into the serving Local Distribution Company (LDC), therefore 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 Southwest Gas AZ Unisource Energy Services CAm Pacific Gas & Electric CO Atmos Energy CO Xcel Energy/ Public Service Company of Colorado 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 Illinois

IL NICOR

IL Peoples Gas IN Citizens Gas Coke IN Vectren KS Kansas Gas Services KY Columbia Gas of Kentucky KY Delta Natural Gas

MA Berkshire Gas MA Columbia Gas MA Eversouce MA National Grid MD Baltimore Gas & Electric MD Columbia Gas of Maryland MD Washington Gas & Light, MD MI Consumers Energy MI DTE Energy

MI SEMCO

MN Centerpoint Energy MN Minnesota Energy Resources MO Laclede Gas Company NC Piedmont Natural Gas NC PSNC Energy NE Source Gas NH Liberty Utilities

NJ PSE&G

NJ South Jersey Gas NM New Mexico Gas Company Inc.

NV NV Energy NV Southwest Gas NY (Corning) 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 Energy Delivery OK Oklahoma Natural Gas PA National Fuel Gas Distribution

PA PECO

PA Peoples Natural Gas PA Philadelphia Gas Works

PA UGI

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

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 EnerNOC 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 ‘15 and December ‘14; November ‘15 and November ‘14, etc). If no data was provided for an account (represented by "na" in the Exhibit 1 spreadsheet) then price adjustments will not apply. The contractor will be responsible for providing GSA with documentation (e.g. invoices, sales receipts, purchase receipts, etc) clearly identifying costs.

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

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

OPTION I:

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

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

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

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

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

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

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

OPTION II:

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

OPTION III:

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

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

A.4 CONTRACT PRICING

OPTIONS I AND II

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

OPTION III

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

(a) Commodity Element of Cost:

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

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

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

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

Note: under Option lll, GSA may request only a transportation (basis) price through the auction or a basis price and a Firm Fixed Price through the auction for the designated percentage of gas the customer wants to lock in at the time of the auction.

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

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

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

INDUSTRY CONSIDERATIONS:

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

A.5 TERM

The initial term of this Agreement shall be for the number of full billing cycles specified in the auction schedule in Exhibit 1. The service start and end dates shall be established by either the date specified in the auction schedule 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 4800.2 (as updated) are eligible to use this contract; however, prior to utilizing this contract, all authorized users must execute a Memorandum of Understanding (MOU) with the GSA/PBS Energy Division.

A.16 ADDING AND DELETING FACILITIES TO THIS CONTRACT

It is possible that certain authorized facilities will choose to satisfy their competitive natural gas requirements by the use of this contract. In this event the Government shall provide the Contractor with the facility’s revised natural gas requirement and the two parties shall mutually agree as to whether to extend the full terms and conditions of this contract to such facility account(s) located in any, and/or all respective service territories. It is also possible that some accounts that are enrolled under this contract may subsequently be deleted at the facilities request. Deleting an account will be handled under the terms included in Section A.26 Special Contract Termination and execution of a Standard Form 30 – Amendment of Solicitation/Modification of Award. Adding an account shall be accomplished through the bilateral execution of Standard Form 30 – Amendment of Solicitation/Modification of Award. The Contractor has thirty (30) days from the execution of the Standard Form 30 to add or delete account(s) from this contract.

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

A.17 PAYMENT AND BILLING

For the purposes of this contract, Contractors will render monthly utility bills for each account included in this contract in accordance with the applicable LDC’s dual billing procedures. The Contractor shall base all invoicing on metered quantities at the customer meter and all bills must be in dth or mmbtu volumes. If estimated usage values are used, the contractor shall adjust all estimated usage values to actual metered consumption levels no later than one (1) month after actual usage volumes are provided by the utility.

Contractors will be required to include any price components on the invoice other than the awarded price as itemized line items. It shall be the Contractor’s responsibility to understand the specific details regarding the LDC’s requirements for billing, reporting, and coordinating.

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

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

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

Each end-use agency is responsible for paying its own bills and setting up delivery orders with contractors. Payment and billing will be in accordance with each end use agency’s payment and billing policies. The agency responsible for paying bills for each account included in FY17 NGAP auctions will be listed in Exhibit 1.

A.18 CONTRACT ADMINISTRATION

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

The Contracting Officer for this contract shall be:

Miranda Webster U.S. General Services Administration

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

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

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

A.19 PROCUREMENT FEE

The Contractor hereby agrees to the assessment of a procurement fee on all facility accounts included in this contract that will be reflected in the Contractor’s price. This fee is $0.05 /dth for all usage billed under this contract unless 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, http://www.exchange.enernoc.com/WebPortal/Public/Announcement.aspx?ID=nKKhfFgmTiI%3d .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 MATERIAL CHANGE

The facility point of contact will promptly notify the Contractor and GSA CO of changes that may impact a facility’s historical usage by more than 25% (a “material change”) including those caused by furnace outages, boiler shutdowns, equipment replacements and additions, maintenance of equipment or compliance with Presidential Directives, Executive Orders and Public Laws and Regulations, including the facility switching to an alternate fuel source. Additionally, a material change cannot be caused by increases or decreases in operating hours caused by fluctuations in 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. Liquidation of contracted natural gas positions will be done in accordance with Section A.26.

A.21 SERVICE INTERRUPTION

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

Facility 90%

Contractor 10%

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 account manager 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.

mailto:miranda.webster@gsa.gov http://www.exchange.enernoc.com/WebPortal/Public/Announcement.aspx?ID=nKKhfFgmTiI%3d

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 AGENCY ARE CONTAINED IN ATTACHMENT (A)

A.28 ENROLLMENT

The Contractor will be responsible for enrolling new accounts with the LDC and/or switching Government accounts from current natural gas supplier (LDC or third-party supplier) to Contractor and fulfilling any obligations with the LDC to that end. The Government will make its best effort to ensure that all accounts included under this Solicitation and the resulting auctions are transportable. However, it is the 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 A.20 Material Changes.

A.30 DEFINITIONS

All definitions are for the interpretation of this Contract:

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

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

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

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

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

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

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

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

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

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

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

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

n) FERC - The Federal Energy Regulatory Commission.

o) 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.

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

q) 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.

r) 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.

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

t) 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.

u) 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.

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. It is the method used by the LDC to bill for the consumption and transportation of gas.

y) Receipt Point - The point on the Natural Gas Delivery System at which title to the Natural Gas is transferred to the Contractor.

z) Service Start Date – The service start date shall be either the date specified in the auction schedule in Exhibit 1 or the next meter read date immediately following the date specified in the auction schedule in Exhibit 1.

aa) Small Disadvantaged Business – Businesses, which are certified by the U.S. Small Business Administration as being socially and economically disadvantaged.

bb) Supply…