20130604_SF30_Amd_0007.pdf

SP0600-10-R-0802 AMENDMENT 0007

HILL AFB, UTAH

The purpose of this amendment is to revise solicitation SP0600-10-R-0802 as posted on March 24, 2010, with amendments 0001-0006 incorporated. The changes and additions made through Amendment 0007 only are highlighted in yellow; and deletions are crossed through in red text.

Please note it is the responsibility of each offeror to review Amendment 0007 for all changes from the solicitation document. The revisions are as follows:

1. Section B.6.1.1, Economic Price Adjustment-Price Index Utility Privatization, is hereby deleted in its entirety and replaced with Section B.6.1.1, Economic Price Adjustment – Price Index Utility Privatization B.19.40 (DLA Energy JAN 2012):

Section B

Supplies or Services and Prices/Cost B.1 Systems to be Privatized

B.6.1.1 ECONOMIC PRICE ADJUSTMENT – PRICE INDEX UTILITY

PRIVATIZATION B.19.40 (DLA ENERGY JAN 2012)

(a) The Contractor warrants that the contract prices do not include any amounts to protect against increases covered by this clause.

(a) DEFINITIONS. As used herein,—

(1) Base price means the price for the Monthly Utility Services Charge as identified in the contract Schedule B-2. For the first Economic Price Adjustment, the Base price shall be the original awarded Monthly Utility Services Charge. For subsequent annual Economic Price Adjustments, the Base Price for each Adjustment shall be the Monthly Utility Services Charge in effect immediately prior to that adjustment.

(2) Index means the Consumer Price Index for all Urban Consumers (CPI-U) reported in the publication, “Consumer Price Index – CPI,” published by the U.S. Department of Labor, Bureau of Labor Statistics for West urban; CUUR0400SA0, CUUS0400SA0 (CONSUMER PRICE INDEX – ALL URBAN

CONSUMERS; ALL ITEMS; NOT SEASONALLY ADJUSTED).

(3) Base index is a twelve month average of the CPI-U for West urban; CUUR0400SA0, CUUS0400SA0 (CONSUMER PRICE INDEX – ALL URBAN CONSUMERS; ALL ITEMS; NOT

SEASONALLY ADJUSTED), rounded to two decimal places, as follows:

(i) For the first Economic Price Adjustment, the Base Index will be the average of the twelve (12) most recent published monthly indices available at time of Final Proposal Revision (FPR).

(ii) For subsequent annual Economic Price Adjustments, the Base Index shall be the “Current Price Index” utilized in calculating the immediately preceding Economic Price Adjustment.

(4) Current index is a twelve month average of the CPI-U for West urban; CUUR0400SA0, CUUS0400SA0 (CONSUMER PRICE INDEX – ALL URBAN CONSUMERS; ALL ITEMS; NOT

SEASONALLY ADJUSTED) using the twelve (12) most recent published monthly indices available at time of the adjustment, with adjustments effective on the anniversary of the Contract Start Date.

(5) Adjustment amount shall be the product of the rate of change from the base index to the current index, multiplied by 100 percent of the base price.

(6) Adjusted price means the sum, rounded to two decimal places, of the base price plus the instant adjustment amount.

(c) It is hereby agreed that—

(1) The prices payable under this contract shall be subject to a prospective annual adjustment beginning on the first anniversary of the contract start date, which will be accomplished promptly following publication of the applicable index.

(2) Adjustments to the base price shall be determined by calculating the percentage of change from the base index, as stated in paragraph (b)(3) of this clause, to the current price index, as defined in paragraph (b)(4) of this clause. Adjustments to the base price shall not be compounded.

(3) Adjustment calculations under this clause are exemplified below.

Assume:

Index Northeast urban; CUUS0100SA0, CUUR0100SA0

(CONSUMER PRICE INDEX – ALL URBAN

CONSUMERS; ALL ITEMS; NOT SEASONALLY

ADJUSTED)

Final Proposal Revision due date December 31, 2006 Contract Start Date November 1, 2007 Base Price $10,000 per month Current Index 228.10* Base Index 214.45**

* The Current Index was computed as follows:

2007 2008

OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT Average

221.951 223.356 223.425 224.325 225.213 226.926 228.133 230.089 232.649 234.545 233.788 232.841 228.10

Note the indices for October and November 2008 were not used in the computation of the current index. That is because indices are usually released 2 and 3 weeks into the following month. In this example, the adjustment is being performed on November 1, 2008, one year after the Contract Start Date. On that date, the October and November indices were not available. Those indices were published by the Bureau of Labor Statistics between the 2nd and 3rd week of November, for the month of October, and between the 2nd and 3rd week of December, for the month of November.

** The Base Index was computed as follows:

200 2006

DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV Average

209.0 211.0 211.60 212.8 214.7 215.7 216.7 217.5 218.1 216.3 215.2 214.8 214.45

Note the index for December 2006 was not used in the computation of the Base Index. Although this index is available at the moment of the adjustment, it was not available at the moment Final Proposal Revisions were submitted because indices are released 2 and 3 weeks into the following month. Please remember that for the first Economic Price Adjustment, the base index will be the average of the twelve (12) most recent published monthly indices available at time of Final Proposal Revisions (FPR).

Calculate rate of change, rounded to four decimal places, ((current index – base index) ÷ base index) from the index:

((228.10 – 214.45) ÷ 214.45) .0637 or 6.37%

Calculate the adjustment amount (index rate of change x base price):

(.0637 × $10,000) $637.00

Calculate the adjusted price (base price plus adjustment amount):

($10,000 + $637.00) $10,637.00 per month

(d) The Contracting Officer shall obtain the current Price Index and calculate the adjusted price.

(e) Adjustments pursuant to this clause shall be made by contract modification showing the calculation of the adjusted contract unit price and specifying its effective date.

(f) No adjustments shall be made unless the total change in the contract amount for the Monthly Utility Services Charge exceeds $500.00.

(g) Notwithstanding any other provisions of this clause, no increase(s) in a contract unit price applicable to any annual period of contract performance shall cumulatively exceed the base price for such item by more than 10.00% (ten percent) of the base price for such item. There shall be no percentage limit on downward adjustments under this clause.

(h) In the event--

(1) Any applicable index is discontinued or its method of derivation is altered substantially; or

(2) The Contracting Officer determines that an index consistently and substantially fails to reflect market conditions --the parties shall agree upon an appropriate substitute index and the Contracting Officer shall modify the contract to specify use of such substitute index for determining price adjustments hereunder. The contract shall be modified to reflect such substitute index, effective on the date the index specified in the contract begins to consistently and substantially fail to reflect market conditions. Failure to agree on an appropriate substitute or adjustment shall constitute a dispute under the DISPUTES clause of this contract.

(i) The Contractor shall include a statement on the final invoice that amounts invoiced under this contract reflect all applicable decreases required by the clause.

(END OF CLAUSE)

2. Section F, Deliveries or Performance, is deleted in its entirety and replaced with the following:

Section F

Deliveries or Performance F.1 Contract Term

The Contractor agrees to furnish, and the Government agrees to purchase, utility distribution and/or collection services, in accordance with the terms and conditions of this solicitation, for a maximum period of 50 years commencing with the contract start date, provided that the Government is able to make the determination required by 10 U.S.C. §2688(d)(2). If the Government terminates the contract, whether for convenience or default, the appropriate FAR termination clauses will apply.

F.2 Commencement of Utility Services The Contractor shall complete all transition activities and be prepared to provide utility services on the contract start date. The contract start date, as defined below shall begin on the first day of a given month. The period of performance begins at the contract start date.

Phase I

Phase II

Transition Period (Pre-performance)

Contract Start Date (Performance Period)

Contractor proposes duration of Transition Period; Transition Period begins upon execution of contract award unless a later date is specified.

Transition Period ends with the conveyance of Utility System Infrastructure and Performance of Utility Services Contract begins.

F.3 50-Year Performance Period The following table will be completed upon the commencement of utility services.

The dates contained herein are provided as an example.

Year Period of Performance Year Period of Performance 1 01/01/12 – 12/31/12 26 01/01/37 – 12/31/37 2 01/01/13 – 12/31/13 27 01/01/38 – 12/31/38 3 01/01/14 – 12/31/14 28 01/01/39 – 12/31/39 4 01/01/15 – 12/31/15 29 01/01/40 – 12/31/40 5 01/01/16 – 12/31/16 30 01/01/41 – 12/31/41 X 01/01/17 – 12/31/17 X 01/01/42 – 12/31/42 X 01/01/22 – 12/31/22 X 01/01/47 – 12/31/47 25 01/01/36 – 12/31/36 50 01/01/61 – 12/31/61

F.4 Clauses Incorporated by Reference This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.

The following FAR Clauses are incorporated by reference:

FAR Paragraph

Clause Title

Date

52.242-15

Stop Work Order IAW 42.1305(b)(1)

Aug 1989

52.242-17

Government Delay of Work IAW 42.1305(c)

Apr 1984

3. Section G, Contract Administration Data, is deleted in its entirety and replaced with the following:

Section G

Contract Administration Data G.1 DFARS 252.201-7000: Contracting Officer's Representative

(a) Definition. Contracting Officer's Representative means an individual designated in accordance with subsection 201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions.

(b) If the Contracting Officer designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR’s authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

G.2 Submission and Payment of Invoices With every monthly invoice that includes a request for the initial payment of a completed ISDC/Upgrade/Connection identified in Schedule B, the Contractor shall submit an amortization schedule. The amortization schedule shall specify for each ISDC/Connection the principal and interest components of each monthly payment, the number of the payment of the total payments required, and the remaining principal balance.

Any Government-initiated change to the amortization schedule will require the Contractor to submit a new amortization schedule for that project to the Contracting Officer.

The Government will pay the Contractor for utility services in accordance with the CLIN items in Schedule B-1 or B-2, and Section B, Schedules.

The Contractor shall submit monthly invoices electronically using the Wide Area Workflow (WAWF) system in accordance with DFARS clause, 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports. The WAWF system is located at the following internet website: https://wawf.eb.mil. Failure to submit invoices in WAWF may result in delay of payment.

The Contractor shall prepare and submit the electronic invoice for payment by the 25th of each month for the previous month’s billing period.

G.3 Price Adjustments The monthly Utility Services Charge will be adjusted in accordance with Section B, Economic Price Adjustment – Price Index Utility Privatization B.19.40 (DLA Energy Jan 2012). This paragraph applies to the monthly Utility Services Charge portion of CLIN 0001 only, and does not apply to any other CLIN unless the contract explicitly states otherwise. However, neither party shall request a change to the monthly Utility Services Charge portion of CLIN 0001 to become effective sooner than one year from the contract start date. This paragraph does not apply to regulated utilities submitting a proposal using Schedule B-1.

Other price adjustments resulting from changed service requirements, at the request of either party to this contract and with reasonable cause, may be negotiated, at any time, in accordance with FAR 52.243-1, Changes -Fixed- Price- Alt 1 or FAR 52.241-7 Changes in Rates or Terms and Conditions of Service for Regulated Services (collectively the “Changes” clauses), whichever is applicable. Price adjustments for noncompliance with accounting procedures shall be in accordance with Section G.4.1.

https://wawf.eb.mil/

Any changes to charges, terms, or conditions as a result of negotiations shall be made part of this contract by the issuance of a bilateral contract modification. The failure of the parties to agree upon any change after a reasonable period of time shall be a dispute under the Disputes clause as defined in Section I.

G.4 Accounting Procedures The Contractor shall maintain records of all costs and payments associated with the provision of utility service(s) to the Installation using the National Association of Regulatory Utility Commissioners (NARUC) Uniform System of Accounts (USOA), Federal Energy Regulatory Commission (FERC) USOA, the Rural Utility Service (RUS) USOA, or the American Water Works Association (AWWA) USOA, or an alternative USOA acceptable to the Government. The USOA may be supplemented by the Contractor’s standard accounting procedures and generally recognized accounting practices and principles, as long as such supplemental procedures and practices are consistent with the NARUC (or an accepted alternative) USOA. The standard utilized must be consistent with the Contractor’s written and established practices for measuring, assigning, and allocating costs.

G.4.1 Price Adjustment for Noncompliance with Accounting Procedures The Government shall be entitled to a price adjustment if it finds that the contract price was adjusted as a result of the use of noncompliant or inconsistent accounting practices. The amount of the adjustment shall be the difference between the contract price that was negotiated and the price that would have been negotiated had the Contractor used compliant and established accounting practices that were in accordance with FERC, NARUC, RUS, AWWA, or other accepted alternative USOA, and were consistent with the Contractor’s written and established practices. In such cases, the Government shall be entitled to a credit or cash recovery, at the Government’s option, for the amount of the increased price plus interest. The interest rate shall be computed from the date of the payment by the Government until the date of repayment by the Contractor. The interest rate shall be the rate specified at 26 U.S.C. §6621(a)(2).

G.5 Accounting and Appropriation Data Summary for the Payment Office

To be determined at Contract Award

4. Section H, Special Contract Provisions, is deleted in its entirety and replaced with the following:

Section H

Special Contract Provisions H.1 Mobilization and Other Contingencies

In the event of troop mobilization or other contingencies, the Contractor will be expected to promptly take whatever measures are needed to meet any new demands placed upon it, to include extended work hours and expansion of the contract work force.

Extra work effort under these circumstances may entitle the Contractor to equitable adjustment under the applicable Changes Clause.

H.2 Insurance Requirements

H.2.1 Insurance Certificate Contractor shall deliver or cause to be delivered upon execution of this contract (and thereafter not less than thirty

(30) days prior to the expiration date of each policy furnished pursuant to this contract) to the Government a certificate of insurance evidencing the insurance required by this contract. Each certificate provided shall clearly state the contract number.

H.2.2 Types of Insurance During the entire period this contract shall be in effect, the Contractor and its subcontractors at any tier shall carry and maintain the following:

H.2.2.1 General Liability Commercial general liability insurance with a minimum combined single limit of $1,000,000 per occurrence and $2,000,000 in the aggregate for all premises and operations, including products/completed operations. The policy shall include coverage for bodily injury, including death, and property damage arising out of the acts or omissions by or on behalf of the Contractor by any invitee or any other person or organization, or involving any owned, non-owned, or hired automotive equipment in connection with the Contractor’s activities. The policy shall also include broad form property damage and shall cover independent contractors. The policy shall include coverage for hazards referred to as XCU (explosion, collapse, and underground). If the Contractor has catastrophic insurance, the Contractor shall provide a copy of the coverage to the Contracting Officer.

H.2.2.2 Automobile Liability Comprehensive automobile liability insurance with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage. Coverage shall include owned, hired, and non-owned vehicles.

H.2.2.3 Workers’ Compensation and Employer's liability If and to the extent required by law, workers’ compensation and employer’s liability insurance. Workers’ compensation coverage is to be provided in compliance with applicable laws and employer’s liability limits shall be at least $500,000.

H.2.2.4 Umbrella/Excess Liability Coverage Umbrella or Excess Liability coverage in an amount of $1,000,000 per occurrence and $1,000,000 in the aggregate. Coverage is to be in excess of commercial general liability, automobile liability, and employer liability.

H.2.3 General All policies of insurance which this contract requires the Contractor to carry and maintain or cause to be carried or maintained pursuant to this contract shall be with insurance companies who have an A.M. Best Financial Strength Rating of A- or better and a Financial Size Category of VIII or higher.. All such policies of insurance shall list the Government as additional insured, except for workers’ compensation. Each such policy shall provide that any losses shall be payable notwithstanding any act or failure to act or negligence of Contractor or Government or any other person; provide that no cancellation, reduction in amount, or material change in coverage thereof shall be effective until at least sixty (60) days after receipt by Government of written notice thereof; provide that the insurer shall have no right of subrogation against the Government; and be reasonably satisfactory to the Government in all other respects. In no circumstances will the Contractor be entitled to assign to any third party rights of action which the Contractor may have against the Government. The foregoing notwithstanding, any cancellation of insurance coverage based on nonpayment of the premium shall be effective upon ten (10) days written notice to the Government. The Contractor understands and agrees that cancellation of any insurance coverage required to be carried and maintained by the Contractor under this contract will constitute a failure to comply with the terms of this contract.

H.2.4 Self-insurance The requirements to maintain insurance under Section H, Insurance Requirements, may be met by the use of self-insurance only under the following conditions and with the express prior written approval of the Contracting Officer:

H.2.4.1 Submittals If the Contractor desires to self-insure, the Contractor shall submit to the Contracting Officer, in writing, a request to self-insure. The Contractor shall, when submitting any documents under this provision, apprise the Contracting Officer of any such documents that constitute confidential or proprietary business records, and mark those records accordingly. To support the determination of the Contracting Officer regarding the request, said officer may request some or all of the following information, to the extent the Contractor maintains such information, on the Contractor’s proposed self-insurance program—

(1) A complete description of the program, including any resolution of the board of directors authorizing and adopting coverage, including types of risks, limits of coverage, assignments of safety and loss control, and legal service responsibilities;

(2) If available, the corporate insurance manual;

(3) The terms regarding insurance coverage for any Government property;

(4) The Contractor’s latest financial statements;

(5) Loss history and premiums history;

(6) The means by which the self-insurance will be funded;

(7) Claims administration policy, practices, and procedures;

(8) The method of projecting losses; and

(9) A disclosure of all captive insurance company and reinsurance agreements, including methods of computing cost.

H.2.4.2 Programs of Self Insurance Programs of self-insurance covering Contractor’s insurable risks, including the deductible portion of purchased insurance, may be approved by the Contracting Officer when examination of a program indicates that its application is in the Government’s interest; such determination is within the sole discretion of the Government.

The Government will not approve a program of self-insurance for workers’ compensation in a jurisdiction where workers’ compensation does not completely cover the employer’s liability to employees, unless the Contractor—

(1) Maintains an approved program of self-insurance for any employer’s liability not so covered; or

(2) Shows that the combined cost to the Government of self-insurance for workers’ compensation and commercial insurance for employer’s liability will not exceed the cost of covering both kinds of risk by commercial insurance.

H.2.4.3 Approval Once the Contracting Officer has approved a program, the Contractor must submit to that official for approval any major proposed changes to the program. Any program approval may be withdrawn if the Contracting Officer finds that either—

(1) Any part of a program does not comply with the requirements of this part and/or the criteria at FAR 31.205- 19; or

(2) Conditions or situations existing at the time of approval that were a basis for original approval of the program have changed to the extent that a program change is necessary.

H.2.4.4 Qualifications To qualify for self-insurance, the Contractor must demonstrate to the Government an ability to sustain the potential losses involved. In making the determination, the Contracting Officer shall consider the following factors:

(1) The soundness of Contractor’s financial condition, including available lines of credit;

(2) The geographic dispersion of assets, so that the potential of a single loss depleting all the assets is unlikely;

(3) The history of previous losses, including frequency of occurrence and the financial impact of each loss;

(4) The type and magnitude of risk, such as minor coverage for the deductible portion of purchased insurance or major coverage for hazardous risks; and

(5) The Contractor’s compliance with Federal and State laws and regulations.

H.3 Availability of Funds Nothing in this contract shall be construed to obligate funds in advance of appropriations.

H.4 Liability The Contractor shall indemnify, defend, save, and hold the Government harmless against any and all judgments, expenses, liabilities, claims, and charges of whatever kind or nature (“Losses”) that may arise as a result of the activities of the Contractor, whether tortious, contractual, or other, except to the extent such claim or charge is cognizable under the Federal Tort Claims Act, or, in regard to indemnification, to the extent the Contractor is prohibited from doing so by Federal or State law.

H.4.1 Environmental Liability The Contractor shall indemnify, defend, save, and hold the Government harmless against any and all judgments, expenses, liabilities, claims, and charges of whatever kind or nature, resulting from the Contractor’s failure to comply with Section C.10, Environmental Compliance. Such indemnification shall include, but is not limited to, any costs or claims arising from, or related to, any damage to property, or injury to, or death of, a person to the extent that the Contractor’s failure to comply with Environmental Requirements and/or management of contaminated materials caused, or contributed to, such damage, injury, or death. The Contractor shall not be required to indemnify the Government for Losses that are both caused by pre-existing environmental conditions and not caused by the negligence, misconduct, or recklessness of the Contractor.

H.5 Notification of Infrastructure/Service Contract Transfer The Contractor shall provide 120-day written notice prior to any resale, transfer, or encumbrance of the system or any components thereof. Regardless of the disposition of the Contractor’s property, the utility services contract can only be transferred to another entity with the Government’s consent (See FAR 42.1204).

H.6 Government Termination Liability Prior to Conveyance If for any reason conveyance of the utility system(s) does not occur, the Government’s termination liability will be limited to transition costs.

H.7 Government Repurchase Option

1. The Government may, at its sole option, repurchase the privatized system at the end of the contract term or in the event the contract is terminated for the convenience of the Government or for default.

2. The Government shall exercise its repurchase option by providing written notice to the Contractor.

3. As consideration for the repurchase, the Government shall pay the Contractor the amount of the Contractor’s Unrecovered Investments in the System as defined in Paragraph 8 below. The repurchase shall become effective and the System(s) shall become the property of the Government 120 days after the Government issues notice of its intent to exercise its repurchase option or on such later date as the Government may designate.

4. In the event of a repurchase, the system shall be transferred to the Government free of all liens and encumbrances. The Contractor and the Government shall cooperate in preparing and executing all documents required to accomplish the transfer. All information in all media (electronic, paper, and otherwise) including, without limitation, books, manuals, operating procedures, specifications, databases and maps necessary or useful for operating the System shall be transferred to the Government with the System. In addition, copies of all Contractor operations and maintenance records shall be transferred to the Government with the System.

5. To the extent the Contractor receives payments for Unrecovered Investments in accordance with this clause;

the Contractor shall not be entitled to equivalent payments for Unrecovered Investments under any termination, cancellation, or similar provision of the Contract.

6. In the event of termination for default, the Government may offset against payments made as consideration for repurchase under this Section any damages, including excess reprocurement costs, it suffers as a consequence of the Contractor’s default. The Government shall have no obligation to tender the repurchase price until the quantum of such damages is defined.

7. The Contractor shall maintain an up to date account of the current System repurchase price throughout the contract term based upon a methodology established by the Contractor and approved by the Government prior to contract award. Upon request, the Contractor shall make the account available to the Government with appropriate supporting documentation.

8. Definitions

A. For purposes of this Section, “Privatized System” or “System” means all fixtures and equipment used or useful for operating the utility system[s]

B. For purposes of this Section, “Unrecovered Investments” means

1. The purchase price for the utility system[s] defined in Section B of the contract but only to the extent the Contractor has paid all or a portion of the purchase price to the Government without offsetting recovery;

2. Improvements or additions to the system located on Government property and approved by the Government that are:

a) identified in the Contractor’s Initial System Deficiency Corrections and Renewal and Replacement Plan and subsequent Plans provided annually throughout the contract term ;

or

b) the result of requests for connections or connecting facilities.

However, the Contractor will only be compensated to the extent such investments have not been recovered by the Contractor in the form of payments made by or on behalf of the Government on account of such investments.

H.8 Foreign Object Damage Prevention Program The Contractor shall comply with the Installation’s foreign object damage prevention program whenever it engages in activities on or around flight lines, airfields, or runways.

H.9 Hazardous Substances The Contractor, at its expense, must comply with all applicable laws on occupational safety and health, the handling and storage of hazardous materials, and the proper handling and disposal of hazardous wastes and hazardous substances generated by its activities. Responsibility for the costs of proper handling and disposal of hazardous wastes and hazardous substances is governed by applicable law. The terms hazardous materials, hazardous wastes, and hazardous substances are as defined in the Federal Water Pollution Control Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Solid Waste Disposal Act, the Clean Air Act, and the Toxic Substances Control Act, and their implementing regulations, as they may be amended from time to time.

Any unexploded ordnance discovered on Government property by the Contractor is the responsibility of the Government and will not be disturbed by the Contractor but, upon discovery, shall be immediately reported to Installation Security, Installation Safety, and the Contracting Officer’s Representative.

H.10 Interest Allowability of Capital Investment Pursuant to the DoD Class Deviation signed 31 March 2011 and as determined by the Contracting Officer, the Contractor will be permitted to recover its interest costs associated only with capital expenditures to acquire, renovate, replace, upgrade, and/or expand utility systems. Interest rates used to calculate allowable interest costs must be limited to 600 basis points above the Contract Disputes Act (CDA) interest rate (41 U.S.C. §611) in effect at the time the Contractor makes the capital expenditure. The Contractor shall not receive facilities capital cost of money under FAR 52.215-16. CDA interest rate(s) are determined by the Bureau of the Public Debt and are published at the following website: http://www.fms.treas.gov/prompt/index.html.

H.11 Contribution in Aid of Construction (CIAC) Tax Liability A purchase by the Contractor of a Government utility system at less than fair market value may be treated as a CIAC and taxable income to the Contractor. As a result, the Contractor may incur an associated income tax liability. It is the responsibility of the Contractor to ensure that all transactions undertaken under the contract are in compliance with the United States Internal Revenue Service notices, guidelines, rules, and regulations governing the CIAC tax, and particularly the notices, guidelines, rules, and regulations governing how to determine fair market value, so that there is no CIAC tax liability to the Government. The Government will have no liability for, nor will it pay, any CIAC tax, related to the initial purchase of the utility system(s), for which the Contractor is liable, or may become liable because of the Contractor’s performance under this contract.

H.12 Differing Site Conditions

(a) The Contractor shall promptly, and before the conditions are disturbed, give a written notice to the Contracting Officer of –

(1) Subsurface or latent physical conditions at the site which differ materially from those indicated in this contract, or made available to offerors during the negotiation process; or

(2) Unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in the contract.

(b) The Contracting Officer shall investigate the site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the Contractor’s cost of, or the time required for, performing any part of the work under this contract, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the contract modified in writing accordingly.

(c) No request by the Contractor for an equitable adjustment to the contract under this clause shall be allowed, unless the Contractor has given the written notice required; provided, that the time prescribed in paragraph (a) of this clause for giving written notice may be extended by the Contracting Officer.

(d) No request by the Contractor for an equitable adjustment to the contract for differing site conditions shall be allowed if made after final payment under this contract.

5. Section I, Other Clauses, is deleted in its entirety and replaced with the following:

Section I

Contract Clauses

In the event of any inconsistencies between non-mandatory FAR and DFARS clauses incorporated by reference herein or elsewhere and any clauses set forth in full text in this Contract, the full text clauses shall control.

http://www.fms.treas.gov/prompt/index.html

I.1 FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

http://farsite.hill.af.mil http://www.acquisition.gov

(End of Clause)

I.2 FAR Clauses The following FAR clauses are incorporated by reference:

IAW

52.202-1

Definitions

FAR 2.201

Jan 2012

52.203-3

Gratuities

FAR 3.202

52.203-5

Covenant Against Contingent Fees

FAR 3.404

52.203-6

Restrictions on Subcontractor Sales to the Government

FAR 3.503-2

Sep 2006

52.203-7

Anti-Kickback Procedures

FAR 3.502-3

Oct 2010

52.203-8

Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

FAR 3.104-9(a)

Jan 1997

52.203-10

Price or Fee Adjustment for Illegal or Improper Activity

FAR 3.104-9(b)

52.203-11

Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

FAR 3.808(a)

Sept 2007

52.203-12

Limitation on Payments to Influence Certain Federal Transactions

FAR 3.808(b)

52.203-13

Contractor Code of Business Ethics and Conduct

FAR 3.1004(a)

Apr 2010

52.203-14

Display of Hotline Poster(s)

FAR 3.1004(b)

Dec 2007

52.204-4

Postconsumer Fiber Content Paper

FAR 4.303

May 2011

52.204-7

Central Contractor Registration

FAR 4.1105(a)(1)

Dec 2012

52.204-9

Personal Identity Verification of Contractor Personnel

FAR 4.1303

Jan 2011 http://farsite.hill.af.mil/

52.204-10

Reporting Executive Compensation and First-Tier Subcontract Awards

FAR 4.1403(a)

Aug 2012

52.204-13

Central Contractor Registration Maintenance

FAR 4.1105(b)

Dec 2012

52.207-3

Right of First Refusal of Employment

FAR 7.305(c)

May 2006

52.209-6

Protecting the Government's Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

FAR 9.409

Dec 2010

52.209-7 Information Regarding Responsibility Matters FAR 9.104-7(b) Feb 2012

52.209-9

Updates of Publicly Available Information Regarding Responsibility Matters, Alternate I

FAR 9.104-7(c)(2)

Feb 2012 Alt I

52.215-2

Audit and Records -- Negotiations

FAR 15.209(b)

52.215-8

Order of Precedence – Uniform Contract Format See Section C.1 of contract

FAR 15.209(h)

Oct 1997

52.215-11

Price Reduction for Defective Cost or Pricing Data— Modifications

FAR 15.408(c)

Aug 2011

52.215-13

Subcontractor Cost or Pricing Data—Modifications

FAR 15.408(e)

52.215-21

Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data – Modifications

FAR 15.408(m)

52.219-4

Notice of Price Evaluation Preference for HUBZone Small Business Concerns

FAR 19.1309(b)

52.219-8

Utilization of Small Business Concerns

FAR 19.708(a)

52.219-9

Small Business Subcontracting Plan Alternate II

FAR 19.708(b)(1)(ii)

Alt II Oct 2001

52.219-16

Liquidated Damages—Subcontracting Plan

FAR 19.708(b)(2)

Jan 1999

52.219-25

Small Disadvantaged Business participation Program- Disadvantaged Status and Reporting

FAR 19.1204(b)

52.219-28

Post-Award Small Business Program Representation

FAR 19.309(d)

Apr 2012

52.222-1

Notice to the Government of Labor Disputes

FAR 22.103-5(a)

Feb 1997

52.222-3

Convict Labor

FAR 22.202

Jun 2003

52.222-4

Contract Work Hours and Safety Standards Act - - Overtime Compensation

FAR 22.305

Jul 2005

52.222-21

Prohibition of Segregated Facilities

FAR 22.810(a)(1)

Feb 1999

52.222-26

Equal Opportunity

FAR 22.810(e)

Mar 2007

52.222-35

Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans

FAR 22.1310(a)(1)

Sep 2010

52.222-36

Affirmative Action for Workers with Disabilities

FAR 22.1408(a)

52.222-37

Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans

FAR 22.1310(b)

Sep 2010

52.222-50

Combating Trafficking in Persons

FAR 22.1705(a)

Feb 2009

52.222-54

Employment Eligibility Verification

FAR 22.1803

Jan 2009

52.223-3 Hazardous Material Identification and Material Safety Data

FAR 23.303 Jan 1997

52.223-5

Pollution Prevention and Right-to-Know Information Alternate I

FAR 23.1005

May 2011

52.223-6

Drug-Free Workplace

FAR 23.505

May 2001

52.223-12

Refrigeration Equipment And Air Conditioners

FAR 23.804(b)

May 1995

52.223-18

Encouraging Contractor Policies to Ban Text Messaging While Driving

FAR 23.1105

Aug 2011

52.225-13

Restrictions on Certain Foreign Purchases

FAR 25.1103(a)

Jun 2008

52.225-25

Prohibition on Contracting With Entities Engaging in Sanctioned Activities Relating to Iran – Representation and Certification

FAR 25.1103(e)

Nov 2011

52.228-5

Insurance-Work on a Government Installation

FAR 28.310

52.232-1

Payments

FAR 32.111(a)(1)

52.232-8

Discounts for Prompt Payment

FAR 32.111(b)(1)

Feb 2002

52.232-11

Extras

FAR 32.111(c)(2)

52.232-17

Interest

FAR 32.611(a) and (b)

52.232-18

Availability of Funds

FAR 32.705-1(a)

52.232-23

Assignment of Claims

FAR 32.806(a)(1)

Jan 1986

52.232-25

Prompt Payment

FAR 32.908(c)

Oct 2008

52.232-33

Payment by Electronic Funds Transfer --Central Contractor Registration

FAR 32.1110(a)(1)

Oct 2003

52.233-1

Disputes

FAR 33.215

Jul 2002 Dec 1991

52.233-3

Protest after Award

FAR 33.106(b)

Aug 1996

52.233-4

Applicable Law for Breach of Contract Claim

FAR 32.215(b)

Oct 2004

52.237-2

Protection of Government Buildings, Equipment, and Vegetation

FAR 37.110(b)

52.237-3

Continuity of Services

FAR 37.110(c)

Jan 1991

52.242-1

Notice of Intent to Disallow Costs

FAR 42.802

52.242-13

Bankruptcy

FAR 42.903

Jul 1995

52.243-1

Changes – Fixed-Price

FAR 43.205(a)(1)

Aug 1987

52.243-7

Notification of Changes

FAR 43.107

52.244-6

Subcontracts for Commercial Items

FAR 44.403

52.249-2

Termination for Convenience of the Government (Fixed Price)

FAR 49.502(b)(1)(i)

52.249-8

Default (Fixed Price Supply and Service)

FAR 49.504(a)(1)

52.252-6

Authorized Deviations in Clauses

FAR 52.107(f)

I.2.1 Disputes NOTE: This clause only applies to Schedule B-1, regulated offers The requirements of the Disputes clause at FAR 52.233-1 are supplemented to provide that in regard to the interpretation of retail rates, rate schedules and items directly related to rates and rate schedules provided under this contract, the parties agree to accept as authoritative the interpretation of any statewide public utility regulatory authority with jurisdiction over the contractor. The Government shall not be bound to accept as authoritative interpretations that conflict with Federal law or regulation or that are found by any administrative or judicial forum to: 1) result in discrimination against the Installation; 2) have resulted from abuse of discretion; or

3) have directly or indirectly resulted from any failure on the part of the regulatory authority or its members to comply with applicable laws and regulations.

I.3 DFARS Clauses Incorporated by Reference The use in this solicitation or contract of any Defense Federal Acquisition Regulation Supplement (48 CFR Chapter 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

The following DFARS clauses are incorporated by reference:

DFARS Paragraph Clause Title IAW Date

252.203-7000

Requirements Relating to Compensation of Former DoD Officials

DFARS 203-171-4

Sept 2011

252.203-7001

Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies

DFARS 203.570-3

Dec 2008

252.203-7002

Requirements to Inform Employees of Whistleblower Rights

DFARS 203.970

Jan 2009

252.203-7004

Display of Fraud Hotline Poster(s)

DFARS 203.10049(b)(2)(ii)

Sep 2011

252.204-7000

Disclosure of Information

DFARS 204.404-70(a)

252.204-7003

Control of Government Personnel Work Product

DFARS 204.404-70(b)

Apr 1992

DFARS Paragraph Clause Title IAW Date

252.205-7000

Provision of Information to Cooperative Agreement Holders

DFARS 205.470

252.209-7004

Subcontracting with Firms that Are Owned or Controlled by the Government of a Terrorist Country

DFARS 209.409

Dec 2006

252.215-7000

Pricing Adjustments

DFARS 215.408(1)

252.219-7003

Small Business Subcontracting Plan (DoD Contracts)

DFARS 219.708(b)(1)(A)

Aug 2012

252.223-7004

Drug-Free Work Force

DFARS 223.570-2

Sep 1988

252.223-7006

Prohibition on Storage and Disposal of Toxic and Hazardous Materials

DFARS 223.7103(a)

252.225-7031

Secondary Arab Boycott of Israel

DFARS 225.7605

Jun 2005

252.226-7001

Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns

DFARS 226.104

Sep 2004

252.231-7000

Supplemental Cost Principles

DFARS 231.100-70

252.232-7003

Electronic Submission of Payment Requests And Receiving Reports

DFARS 232.7004

Jun 2012

252.232-7010

Levies on Contract Payments

DFARS 232.7102

Dec 2006

252.235-7003

Frequency Authorization

DFARS 235.072(b)

252.236-7005

Airfield Safety Precautions

DFARS 236.570(b)(3)

252.243-7001

Pricing of Contract Modifications

DFARS 243.205-70

252.243-7002

Requests for Equitable Adjustment

DFARS 243.205-71

Mar 1998

252.247-7023

Transportation of Supplies by Sea

DFARS 247.574(b)(1)

May 2002

I.4 Utility Services Clauses Incorporated by Reference The following Utility Services FAR and DFARS clauses are incorporated herein by reference.

Paragraph

52.241-2

Order of Precedence – Utilities

FAR 41.501(c)(1)

Feb 1995

52.241-4

Change in Class of Service (Applicable to Tariff Priced Contracts Only)

FAR 41.501(c)(3)

52.241-5

Contractor’s Facilities

FAR 41.501(c)(4)

52.241-11

Multiple Service Locations

FAR 41.501(d)(5)

252.241-7001

Government Access

DFARS 241.501-

70(b)

I.5 Clauses Incorporated by Reference: Non-Regulated Utility The following FAR clauses are incorporated by reference if award is made to an entity that is non-regulated, non- Governmental.

Paragraph

52.222-41

Service Contract Act of 1965, as amended

FAR 22.1006(a)

Nov 2007

52.222-44

Fair Labor Standards Act and Service Contract Act – Price Adjustment

FAR 22.1006(c)(2)

Sep 2009

52.230-2

Cost Accounting Standards

FAR 30.201-4(a)

May 2012

52.230-3

Disclosure and Consistency of Cost Accounting Practices

FAR 30.201-4(b)(1)

May 2012

52.230-6

Administration of Cost Accounting Standards

FAR 30.201-4(d)(1)

Jun 2010

52.244-5

Competition in Subcontracting

FAR 44.204(c) Dec 1996

I.6 Other Clauses The following clauses are incorporated in award.

FAR 52.222-42: Statement of Equivalent Rates for Federal Hires (May 1989) In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

This Statement is for Information Only:

It is not a Wage Determination

Employee Class Monetary Wage -- Fringe Benefits See Attachment JA38 – Federal Equivalents

FAR 52.241-3: Scope and Duration of Contract (Feb 1995)

(a) For the period _______________________, [insert period of service] the Contractor agrees to furnish and the Government agrees to purchase _____________________ [insert type of service] utility service in accordance with the applicable tariff(s), rules, and regulations as approved by the applicable governing regulatory body and as set forth in the contract.

(b) It is expressly understood that neither the Contractor nor the Government is under any obligation to continue any service under the terms and conditions of this contract beyond the expiration date.

(c) The Contractor shall provide the Government with one complete set of rates, terms, and conditions of service which are in effect as of the date of this contract and any subsequently approved rates.

(d) The Contractor shall be paid at the applicable rate(s) under the tariff and the Government shall be liable for the minimum monthly charge, if any, specified in this contract commencing with the period in which service is initially furnished and continuing for the term of this contract. Any minimum monthly charge specified in this contract shall be equitably prorated for the periods in which commencement and termination of this contract become effective.

FAR 52.241-6: Service Provisions (Feb 1995)

(a) Measurement of service.

(1) All service furnished by the Contractor shall be measured by suitable metering equipment of standard manufacture, to be furnished, installed, maintained, repaired, calibrated, and read by the Contractor at its expense. When more than a single meter is installed at a service location, the readings thereof may be billed conjunctively, if appropriate. In the event any meter fails to register (or registers incorrectly) the service furnished, the parties shall agree upon the length of time of meter malfunction and the quantity of service delivered during such period of time. An appropriate adjustment shall be made to the next invoice for the purpose of correcting such errors. However, any meter which registers not more than ___ percent slow or fast shall be deemed correct.

(2) The Contractor shall read all meters at periodic intervals of approximately 30 days or in accordance with the policy of the cognizant regulatory body or applicable bylaws. All billings based on meter readings of less than ___ days shall be prorated accordingly.

(b) Meter test.

(1) The Contractor, at its expense, shall periodically inspect and test Contractor-installed meters at intervals not exceeding _____ year(s) The Government has the right to have representation during the inspection and test.

(2) At the written request of the Contracting Officer, the Contractor shall make additional tests of any or all such meters in the presence of Government representatives. The cost of such additional tests shall be borne by the Government if the percentage of errors is found to be not more than ___ percent slow or fast.

(3) No meter shall be placed in service or allowed to remain in service which has an error in registration in excess of ___ percent under normal operating conditions.

(c) Change in volume or character. Reasonable notice shall be given by the Contracting Officer to the Contractor regarding any material changes anticipated in the volume or characteristics of the utility service required at each location.

(d) Continuity of service and consumption. The Contractor shall use reasonable diligence to provide a regular and uninterrupted supply of service at each service location, but shall not be liable for damages, breach of contract or otherwise, to the Government for failure, suspension, diminution, or other variations of service occasioned by or in consequence of any cause beyond the control of the Contractor, including but not limited to acts of God or of the public enemy, fires, floods, earthquakes, or other catastrophe, strikes, or failure or breakdown of transmission or other facilities. If any such failure, suspension, diminution, or other variation of service shall aggregate more than _______ hour(s) during any billing period hereunder, an equitable adjustment shall be made in the monthly billing specified in this contract (including the minimum monthly charge).

FAR 52.241-7: Change in Rates or Terms and Conditions of Service for Regulated Services (Feb 1995).

(a) This clause applies to the extent services furnished under this contract are subject to regulation by a regulatory body. The Contractor agrees to give the Contracting Officer written notice of

(1) the filing of an application for change in rates or terms and conditions of service concurrently with the filing of the application and

(2) any changes pending with the regulatory body as of the date of contract award. Such notice shall fully describe the proposed change. If, during the term of this contract, the regulatory body having jurisdiction approves any changes, the Contractor shall forward to the Contracting Officer a copy of such changes within 15 days after the effective date thereof. The Contractor agrees to continue furnishing service under this contract in accordance with the amended tariff, and the Government agrees to pay for such service at the higher or lower rates as of the date when such rates are made effective.

(b) The Contractor agrees that throughout the life of this contract the applicable published and unpublished rate schedule(s) shall not be in excess of the lowest cost published and unpublished rate schedule(s) available to any other customers…