SPE600-12-R-0417.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000001950

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SPE600-12-R-0417

5. SOLICITATION NUMBER

2012 AUG 20

6. SOLICITATION ISSUE

DATE

Erica Conley PVEFEAX

a. NAME

Phone: 703-767-9412

b. TELEPHONE NUMBER (No Collect calls)

2012 SEP 20

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SPE600

DLA ENERGY

8725 JOHN J KINGMAN RD STE 4950

FT BELVOIR VA 22060-6222

USA

10. THIS ACQUISITION IS

UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

EMERGING SMALL

BUSINESS

8 (A)

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

211111NAICS:

SIZE STANDARD:

11. DELIVERYFOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

PAS: None

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

TELEPHONE NO.

18a. PAYMENT WILL BE MADE BY CODE

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

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Schedule

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

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

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

30b. NAME AND TITLE OF SIGNER (Type or Print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or Print) 31c. DATE SIGNED

SEE SCHEDULE

7. FOR SOLICITATION

INFORMATION CALL:

SEE SCHEDULE

PAGE 1 OF

03:00 PM

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE ADDENDUM

FAI9081

Typewritten Text

FAI9081

Typewritten Text

FAI9081

Typewritten Text x

FAW9119

Typewritten Text

FAW9119

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FAW9119

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32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:RECEIVED INSPECTED

COMPLETE PARTIAL FINAL

STANDARD FORM 1449 (REV. 3/2005) BACK

36. PAYMENT

PARTIAL FINAL

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

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

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42b. RECEIVED AT (Location)

CONTINUATION OF SF1449:

BLOCK 8:

Receipt of Offers, Technical and Other Required Documents for all those interested in providing supply and delivery of natural gas as part of the Defense Logistics Agency (DLA) Energy Direct Supply Natural Gas Program are due as follows:

Due by 3:00 p.m., Eastern Time on Thursday, September 20, 2012

Offerors shall submit proposals in accordance with the instructions in this solicitation at SECTION L - INSTRUCTIONS, CONDITIONS, and NOTICES TO OFFERORS OR RESPONDENTS.

NOTE: All exceptions to the solicitation must be received with the initial offer. Any exceptions should clearly indicate which term or condition is being referenced, any proposed alternate language and the reason for the requested change. This should be done on a separate, individual document.

FOR ALL SMALL BUSINESS ISSUES: Please call Ms. Virginia Broadnax at 703-767-9400 (E-mail: Virginia.Broadnax@dla.mil)

ALL OTHER QUESTIONS IN REGARDS TO THIS SOLICITATION MUST BE SUBMITTED IN WRITING BY

SEPTEMBER 10, 2012 TO THE FOLLOWING:

Email: dlaenergy.ngteam@dla.mil.

mailto:Virginia.Broadnax@dla.mil mailto:dlaenergy.ngteam@dla.mil

TABLE OF CONTENTS

PART I SCHEDULE

SECTION B – SUPPLIES OR SERVICES

B-0001 B1.06 SUPPLIES TO BE FURNISHED (NATURAL GAS) 6

B-0002 B700 ECONOMIC PRICE ADJUSTMENT - MARKET PRICE AND TRANSPORTATION 6

(NATURAL GAS)

B-0003 B704 CONTRACT PRICE CONVERSION (NATURAL GAS) 7

SECTION C – STATEMENT OF WORK

C-0001 C700 STATEMENT OF WORK (NATURAL GAS) 8

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H-0001 H700 TRANSPORTATION ASSISTANCE AND NOTIFICATION OF TARIFF/RATE 11

CHANGES

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

FAR 52.204-7/DFARS REQUIRED CENTRAL CONTRACTOR REGISTRATION 12

252.204-7004 ALT A

FAR 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING 13

RESPONSIBILITY MATTERS

FAR 52.212-4 TAILORED PARAGRAPHS OF FAR CLAUSE 52.212-4 CONTRACT TERMS 14

AND CONDITIONS. ALL OTHER INSTRUCTIONS INCLUDED IN FAR 52.212-4

ARE HEREBY INCORPORATED BY REFERENCE (SEE BLOCK 27A OF

STANDARD FORM 1449, BLOCK 27A).

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES 15

OR EXECUTIVE ORDERS – COMMERCIAL ITEMS

FAR 52.216-21 REQUIREMENTS (NATURAL GAS) 17

DFARS 252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES 17

OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF

COMMERCIAL ITEMS

DFARS 252.232-7010 LEVIES ON CONTRACT PAYMENTS 18

I-0001 I1.20-3 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE 18

I-0002 I174.03 SUPPLY COMMITMENTS FOR SMALL BUSINESS CONCERNS 19

(NATURAL GAS)

I-0003 I209.09 EXTENSION PROVISIONS 20

I-0004 I700 ORDERING 20

PART III – LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

SECTION J – LIST OF ATTACHMENTS

I. AREA OF SUPPLY INTEREST AND TECHNICAL COMPLIANCE

II. PAST PERFORMANCE INFORMATION – EXPERIENCE WITH END – USERS

III. DLA ENERGY FORM 19.3, SMALL BUSINESS SUBCONTRACTING PLAN (required of Large Businesses)

IV. SOLICIATION SCHEDULE PAGES

PART IV – REPRESENTATIONS AND INSTRUCTIONS

SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS

REPONDENTS

FAR 52.212 – 3/1/II OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS 21

(ALTERNATES I/II)

FAR 52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION 34

FAR 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE 34

CERTAIN FEDERAL TRANSACTIONS

FAR 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS 35

FAR 52.209-7 INFORMATION REGARDING REPONSIBILITY MATTERS 37

DFARS 252.209-7001 DISCLOSURE OF OWNERSHIP OR CONTROL BY THE GOVERNMENT OF A 38

TERRORIST COUNTRY

DFARS 252.212-7000 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS 38

DLAD 52.233-9001 DISPUTES: AGREEMENT TO USE ALTERNATIVE DISPUTE RESOLUTION 39

K-0001 K15 RELEASE OF PRICES 39

K-0002 K33.01 AUTHORIZED NEGOTIATORS 39

SECTION L – INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS OR RESPONDENTS

L-0001 L705 INSTRUCTIONS TO OFFERORS (NATURAL GAS) 40

DLAD 52.215-9004 ABILITYONE (FORMERLY JAVITS-WAGNER-O’DAY ACT (JWOD)) 41

ENTITY PROPOSAL

DLAD 52.215-9023 REVERSE AUCTION 42

DLAD 52.233-9000 AGENCY PROTESTS 43

SECTION M – EVALUATION FACTORS FOR AWARD

M-0001 M2.16 EVALUATION – COMMERCIAL ITEMS (NATURAL GAS) 43

DLAD 52.215-9005 ABILITYONE (FORMERLY JAVITS-WAGNER-O’DAY ACT (JWOD)) 44

ENTITY EVALUATION

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES

B-0001 B1.06 SUPPLIES TO BE FURNISHED (NATURAL GAS) (DLA ENERGY JUL 2012)

(a) The contract quantities shown in the Schedules are best estimates of the Government's anticipated usage. The Contractor shall furnish all labor, material, tools, equipment, and incidentals to supply and deliver direct supply natural gas as defined in the STATEMENT OF WORK (NATURAL GAS) contract provision. Contract performance shall be accomplished in accordance with the terms and conditions of this contract.

(b) As used throughout this contract, Dth means dekatherm; USD means U.S. Dollars.

(c) The National Stock Number (NSN) that applies to direct supply natural gas is 6830-01-318-5797.

(d) Prices indicated hereunder shall be all inclusive and must include all applicable interstate/intrastate pipeline fuel loss, costs for nominations, marketer fees/profit, pooling, balancing, and storage unless indicated otherwise within the Schedule. Pricing shall not include fuel loss on the local distribution company (LDC) system unless indicated in the Schedule.

Additionally, the pricing shall not include any Gross Receipts Tax or similar tax for which the Government may be liable. If applicable, these taxes would be paid by the Government as a separate line item on the invoice. See paragraph (b)(2) Adjustment Factor definition, of the ECONOMIC PRICE ADJUSTMENT – MARKET PRICE AND TRANSPORTATION (NATURAL

GAS).

(e) Any utility assets assigned to the installation will be used exclusively for the purpose of meeting the installation’s requirements unless indicated otherwise in the Schedule.

(f) Orders, where necessary, may be issued in writing (to include facsimile and electronic mail) or verbally.

(g) For multiyear procurements only, offerors must submit an offer for the total quantity of the multiyear requirement.

B-0002 B700 ECONOMIC PRICE ADJUSTMENT - MARKET PRICE AND TRANSPORTATION (NATURAL GAS)

(DLA ENERGY JUL 2012)

(a) WARRANTIES. The Contractor warrants that--

(1) The unit prices set forth in the Schedule do not include allowances for any portion of the contingency covered by this contract provision; and

(2) The prices to be invoiced hereunder shall be computed in accordance with the conditions of this contract provision.

(b) DEFINITIONS. As used in this contract provision, the term--

(1) Supply Index Price (SIP) is the market price, expressed in dollars per dekatherm (Dth), specified in the publication/table listed in the Schedules. It measures the general rate and direction of price movements within a market.

However, it does not indicate a mandatory source of supply or area where offerors must obtain gas supplies.

(2) Adjustment Factor (AF), as provided by offerors in the SUPPLIES TO BE FURNISHED contract provision, is a fixed price per unit of product to compensate an offeror for all costs of contract performance including but not limited to supply costs, ALL transportation-related costs which includes ALL interstate/intrastate pipeline’s fuel loss, overhead costs, and margin insofar as these costs vary from the SIP. Unless specified in the Schedule, any local distribution company (LDC) fuel loss should not be included in the AF. The AF is composed of two separately priced factors: the Summer AF, which will be used to calculate the contract unit price for deliveries from April 1 through October 31, and the Winter AF, which will be used to calculate the contract unit price for deliveries from November 1 through March 31.

(3) Local Distribution Company (LDC) means the local public utility operating in a franchised area without competition that transports gas over its own distribution lines from its interconnection points with an interstate or intrastate pipeline to customers.

(4) Contract Unit Price means the sum of the applicable SIP and the applicable AF for that month.

(c) PRICE ADJUSTMENTS. The prices payable shall be adjusted as follows:

(1) One price adjustment shall be executed for each month designating the applicable SIP and adjustment factor (Summer AF or Winter AF) for that month. The web location through which monthly price adjustments may be accessed is http://www.energy.dla.mil – under Customer Resources, Customer Prices, and Natural Gas.

(2) The applicable SIP for each month shall be the first price that is effective in that month as it appears in the designated publication listed in the SIP Table contained in Attachment IV.

http://www.energy.dla.mil/

(3) The monthly price adjustment shall apply to all deliveries made on or after the first day of the month and shall remain in effect the remainder of the month.

(4) CALCULATIONS.

(i) All numbers used in or derived through calculations prescribed by this contract provision shall be rounded to four places.

(ii) If the SIP is an average of the published prices for a specified date and one or more prices are not published for that date, then the applicable remaining prices published for that date shall be used to determine the average.

(5) UPWARD CEILING ON ECONOMIC PRICE ADJUSTMENTS. The ceiling price limitations, Alternatives I and II, are below:

ALTERNATIVE I

(i) The Contractor agrees that any increase in the contract unit price pursuant to this contract provision shall not exceed 525 percent of the contract unit price effective at time of award. If market conditions warrant, the Government may initiate a contract ceiling increase.

(ii) If, at any time, the Contractor has reason to believe that within the near future a price adjustment required under this contract provision will exceed the current contract ceiling for the item(s) in question, the Contractor shall notify the Contracting Officer of the expected increase. At the same time, the Contractor shall propose a revised ceiling sufficient to permit completion of remaining contract performance. The Contractor’s proposal shall be supported by appropriate explanations and documentation as required by the Contracting Officer.

(iii) If an actual increase in the market price would raise the contract unit price for an item above the current ceiling, the Contractor shall have no obligation under this contract to fill pending or future orders for such item, as of the effective date of the increase, until the Contracting Officer notifies the Contractor that the ceiling will or will not be raised. In the case where the Contractor receives confirmation that the ceiling will be raised, the Contractor is required to continue performance.

ALTERNATIVE II

The ceiling for each installation/activity shall be the applicable LDC’s estimated price for natural gas delivered to the burnertip. The Government is not required to order direct supply natural gas under this contract if the projected contract unit price to burnertip is greater than the applicable LDC’s estimated price for natural gas delivered to the burnertip.

Unless identified in the Schedule, Alternative I is the default alternative.

(6) REVISION OF MARKET PRICE INDICATOR. If the Contracting Officer determines that any applicable market price indicator is discontinued or its method of derivation is altered substantially the parties shall mutually agree upon an appropriate and comparable substitute and the contract shall be modified to reflect such substitute effective on the date the indicator was discontinued or altered. If the parties fail to agree on an appropriate substitute, the matter shall be resolved in accordance with paragraph (d), Disputes, of the CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS clause of the contract.

(d) EXAMINATION OF RECORDS. The Contractor agrees that the Contracting Officer or designated representative shall have the right to examine the Contractor’s books, records, documents, and other data the Contracting Officer deems necessary to verify Contractor adherence to the conditions of this contract provision.

B-0003 B704 CONTRACT PRICE CONVERSION (NATURAL GAS) (DLA ENERGY APR 2006) (REV)

(a) At any time during contract performance, the Government and the Contractor can mutually agree to convert any fixed price with economic price adjustment contract line item quantity to a firm-fixed price. Either party can initiate such a proposal. The conversion may be effective for specific delivery month(s) or the remaining contract period.

(1) The proposal to convert must identify the contract line item(s), delivery month(s) and quantity(ies) for which conversion is proposed and specify a period for acceptance in LOCAL TIME, FORT BELVOIR, VIRGINIA. The minimum duration for any proposed conversion is one month.

(2) Price negotiations may be held. If the Government accepts a proposal, the contract will be modified to reflect the price(s), month(s) of delivery, and converted quantity that may be ordered each month. Acceptance by the Government of the Contractor’s price proposal within the time limit allotted by the Contractor for acceptance of the price proposal shall be binding.

(b) The converted quantity will become the monthly fixed-price quantity (MFPQ) for the duration of the conversion. Any quantities ordered up to the monthly fixed price quantity shall be billed at the agreed upon fixed price. All gas deliveries during the month for the line item/subline item converted shall first go to satisfying the MFPQ requirement. Delivery in any month above the fixed price quantity will be priced according to the terms under which it was originally awarded.

SECTION C – DESCRIPTION/SPECIFICATIONS

C-0001 C700 STATEMENT OF WORK (NATURAL GAS) (DLA ENERGY JUL 2012)

(a) STATEMENT OF WORK. The Contractor shall furnish all requirements in accordance with the Schedule and other provisions of the contract. The Contractor shall act as the nominating and balancing agent on behalf of the Government customers with local distribution companies (LDCs) and Pipelines. Any Agency Agreement or similar documents required by LDCs and Pipelines shall be completed by each Government customer as necessary and shall only give such power to the contractor awarded the requirement.

(b) PERFORMANCE PERIOD. The Contractor’s deliveries are to commence and end on the dates shown in the Schedule for all line items awarded. The Government is responsible for completing all necessary arrangements with its LDC, as applicable, prior to the commencement of deliveries. Orders for natural gas shall not be placed for deliveries beyond the delivery period indicated in the Schedule unless the order is in accordance with the EXTENSION PROVISIONS (NATURAL GAS) contract provision.

(c) DEFINITIONS.

(1) Firm delivery. For requirements stated as firm delivery, all quantities ordered by the Government shall be considered firm and guaranteed for delivery by the Contractor to the delivery point.

(2) Limited interruptible delivery. For requirements stated as limited interruptible, the Government has defined a number of days for which it can be curtailed on a monthly basis subject to the provisions of (h) below, Interruptible Deliveries.

(3) Interruptible delivery. For requirements stated as interruptible, customers can accommodate an unlimited number of curtailment days subject to the provisions of (h) below, Interruptible Deliveries.

(4) Capacity curtailment. A capacity curtailment means a limit to interruptible pipeline capacity beyond the control of the Contractor that results in delivery of less than the ordered quantity of gas for a whole or part of a gas day.

(5) Recall of released capacity. A recall of released capacity occurs when the original capacity holder on the pipeline recalls its capacity pursuant to previously prescribed and electronically published recall provisions.

(6) Operational flow orders. Operational flow orders (OFOs) or any other operational notifications to the same effect are directives by the interstate pipeline or the LDC to flow additional gas supplies, reduce flow of gas supplies, or match marketer supply to customer demand within specified tolerances to correct an operational problem on a pipeline. OFO or any other term used for the same type of direction, which merely requires a match of supply and demand during a given gas day for daily balancing purposes, are not considered curtailments and do not relieve the Contractor of supply balancing obligations as stated in the Statement of Work.

(d) SUPPLY. Gas supply is considered firm.

(e) DELIVERY/MANAGEMENT OPTIONS. Each customer/line item shall indicate within the customer specific Schedule one of the following options to be utilized unless an alternate option is indicated on the Schedule page:

(1) Full Requirements/Utility. The Contractor shall deliver all quantities as directed by the LDC. The Contractor shall invoice for the amounts dictated by the LDC. If a utility pass through option is not available or not selected, the Contractor shall invoice for the total amount supplied in the calendar month at the monthly contract order price (index plus all inclusive fixed adjustment factor). If the utility pass through option is used, the Contractor shall invoice for the amount required by the utility for a full billing cycle using the monthly contract order price during which the majority of the days fell within the cycle. The quantity to be supplied as directed by the local utility shall constitute an order on behalf of the Government. All costs to supply/service these accounts will be included in the fixed adjustment factor (or fixed price) as the Government will only pay the contract order price times the volume delivered to the LDC.

(2) Full Requirements/Pool. The Contractor shall deliver all quantities necessary within each month to meet the installation’s full requirements. The Contractor shall invoice for the amount of natural gas delivered to the customer account(s) (to include amounts to cover LDC losses) times the monthly contract order price. All accounts shall be at a “zero balance” at the end of the month or billing/balancing cycle. Any and all utility or pipeline costs passed through to the Contractor or customer resulting from the failure to achieve the zero balance shall be the responsibility of the Contractor. Any and all pooling costs must be included in the all- inclusive adjustment factor or fixed price. The actual usage during the month or billing cycle shall constitute an order on behalf of the Government.

(3) Monthly Order Quantities. Each month the customer will order a quantity of natural gas based on anticipated usage. Such order shall be placed by two working days prior to the 25th of the month prior to the delivery period.

Orders may be placed in writing (to include facsimile and electronic mail) or verbally, with verbal orders being confirmed in writing within one day. If the Government fails to place an order, the order shall become the estimated usage provided in the Schedule used to develop the pricing. The Contractor shall be responsible for any and all costs resulting from failure to keep the account within specified LDC or pipeline tolerances. The contract order price shall apply to all natural gas consumed within 10 percent of the ordered quantity. The 10 percent allowance only applies to quantities priced under fixed price with economic price adjustment provision. For any amounts used beyond 110 percent, the Government shall pay for all gas consumed beyond the 10 percent tolerance in accordance with the pricing mechanism indicated in the Schedule. If the Government should consume less than 90 percent of the ordered quantity, one of the following two scenarios will apply depending on the relationship between the pricing mechanism found in the Schedule and the first of month price:

(i) If the price for unused natural gas as determined by the pricing formula is less than the first of month price, the Government shall be invoiced for the difference between the pricing formula unit cost and the first of month contract order price times the difference between the quantity ordered beyond the 10 percent tolerance limit and the quantity consumed.

This shall be shown as a separate item on the Contractor’s invoice.

(ii) If the price for unused gas as determined by the pricing formula is greater than the first of month price, the Contractor shall provide a credit to the Government equal to the quantity of unused gas beyond the 10 percent tolerance times the difference between the pricing formula unit cost and the first of month contract order price. The credit shall be shown as a separate item on the Contractor’s invoice.

(4) Monthly Orders – No Swing. Each month the customer will order a quantity of natural gas to be delivered to the LDC citygate. Such order shall be placed by two working days prior to the 25th of the month prior to the delivery month. Orders may be placed in writing (to include facsimile and electronic mail) or verbally, with verbal orders being confirmed in writing within one day. For the monthly order, the contract order price shall apply to, and the Government shall pay for, all natural gas ordered and delivered to the LDC citygate. Any intra-month orders shall be priced by mutual agreement between the Government and the supplier. Such orders must be agreed to by the DLA Energy Contracting Officer prior to execution.

(5) Alternative Fuel or Monthly Priced Accounts. Each month, or at a mutually agreed upon time, the installation may receive natural gas under the following provisions:

(i) The Government will compare its alternative fuel costs and compare it to the contract price. If natural gas is the least cost fuel alternative, the Government may place an order with the Contractor. For monthly orders, such order shall be placed by two working days prior to the 25th of the month prior to the delivery month. Orders may be placed in writing or orally with verbal orders being confirmed in writing within one day. For intra-month orders, the start date for deliveries shall be through mutual agreement and shall be priced based off the daily pricing included in the Schedule. Delivery, balancing, and invoicing shall be handled as in (3) above, Monthly Order Quantities.

(ii) The Government will compare its alternative fuel costs to the best obtainable market price for citygate delivery as supplied by the Contractor. If natural gas price provided is the least cost fuel alternative, the Government may place an order with the Contractor. For monthly orders, such order shall be placed by two working days prior to the 25th of the month prior to the delivery month. Orders may be placed in writing or orally with verbal orders being confirmed in writing within one day. Delivery, balancing, and invoicing shall be handled as in (3) above, Monthly Order Quantities. The Contractor shall provide evidence of competitive pricing or information supporting fair and reasonable pricing as required by the Government.

(f) MATERIAL CHANGE. The installation shall promptly notify the Contractor of any known or predicted changes in natural gas consumption not related to weather with as much advance notice as possible. Any change in the operations of the facility which may alter weather normalized usage by more than 25 percent will hereafter be called a “material change”. If properly notified of a material change, the Contractor shall ensure that all supply and balancing obligations are met and any penalties charged by the LDC or pipeline resulting from the Contractor’s failure to properly manage and balance the account shall be the responsibility of the Contractor. If a material change causes additional costs or results in additional revenues, the Contractor and the Government shall agree on an equitable adjustment.

(g) ALTERNATE FUEL CAPABILITIES AND DISTRIBUTION INTERRUPTIONS. Where installations have the ability to interrupt their natural gas usage through the use of an alternate fuel and this ability is indicated in the Schedule, the Contractor and the Government may, through mutual agreement, decide to use the least cost fuel alternative. The agreement shall allow the Contractor to remarket Government ordered natural gas for an agreed upon period of time. The revenue generated beyond the first of month value of the natural gas shall be shared by the parties with 80 percent of the value going to the Government in the form of a credit on the following month’s invoice while 20 percent shall be retained by the

Contractor. In the event that a customer is under an interruptible distribution rate and the customer is forced to curtail or partially curtail, or the LDC restricts customer usage as a result of an emergency order, the Contractor, if necessary, shall remarket the ordered undeliverable natural gas. If the remarketed value of the natural gas is less than the first of month price, the Contractor shall be made whole by the Government. If the value is greater, the revenue shall be apportioned as described herein. Any and all mutual agreements contemplated and completed under this provision MUST be done via the DLA Energy Contracting Officer. A contract modification MUST be completed prior to any actions being taken.

(h) INTERRUPTIBLE DELIVERIES. For line items requiring firm delivery, a “Force Majeure” situation, as defined in paragraph (f), EXCUSABLE DELAYS, of the CONTRACT TERMS AND CONDITIONS (NATURAL GAS) clause, is the only reason acceptable for failure to deliver necessary quantities. For line items requiring interruptible and limited interruptible delivery, capacity curtailments and recall of released capacity are considered an excuse to performance. However, in order for an interruption to qualify as an excuse to performance for interruptible requirements, the Contractor must provide written documentation from the pipeline verifying the capacity curtailment or recall and the Contractor shall take the following actions within two hours of the pipeline carrier’s notification of a capacity curtailment or recall of released firm capacity:

(1) Notify the Ordering Officer at each location affected by the curtailment or recall; and

(2) Notify the DLA Energy Contracting Officer and provide written documentation from the pipeline verifying the capacity curtailment or recall.

After claiming an excuse to performance due to either a capacity curtailment or recall of released capacity, the Contractor shall not back fill later in the delivery month to replace quantities previously interrupted without written authorization from the DLA Energy Contracting Officer.

For interruptible requirements, in the event of a capacity curtailment or recall of released capacity, at the request of the Government, the Contractor shall use commercially reasonable efforts to secure temporary alternate transportation access in conjunction with natural gas supply for which transportation to the delivery point(s) is available. Any costs associated with a temporary alternate transportation, i.e., alternate plan, must approved in advance by the DLA Energy Contracting Officer. Any alternate supply in these circumstances shall be arranged through mutual agreement. The Contracting Officer shall modify the contract to reflect the approval of the Contractor’s alternate plan..

(i) REFUSED OR ACCEPTED QUANTITIES.

(1) REFUSED BY LDC. If, because of supply or system operation constraints of the LDC, the LDC refuses to accept quantities of natural gas ordered by the Government, that quantity will not be considered to have been delivered. Therefore, the Government shall not be obligated to pay for the undelivered supply.

(2) ACCEPTED BY LDC. If the LDC accepts and utilizes the gas for its own system delivery, the Government will reimburse the Contractor for the quantity used by the LDC at the lesser of the contract price or the LDC cash out price.

(j) PENALTIES AND CASH OUTS. It is the Contractor’s responsibility to conduct all required nominations and keep each account serviced in balance, except those serviced under Monthly Order – No Swing. For all accounts, except those using Monthly Order – No Swing provisions, supply to the citygate shall match actual consumption, taking into account any LDC shrinkage, as applicable. Absent any material change of which the Contractor was not properly notified, failure to perform these functions which result in penalties and/or LDC cash outs, shall be the responsibility of the Contractor. In the event of an LDC imbalance cash out, the following shall apply:

(1) For an over delivery, the Contractor will be reimbursed at the LDC cash out price.

(2) For an under delivery, if the LDC cash out price is higher than the monthly contract price, any excess cost is the Contractor’s responsibility. In addition, the Contractor is responsible for any excess cost associated with purchasing alternative gas supplies or switching to an alternate fuel.

(k) REPURCHASE AND SET OFF. In the event the Contractor, in any given month, fails to--

(1) Deliver the ordered quantity of direct supply natural gas and there is no excuse to performance; and/or

(2) Otherwise make progress or perform a provision of the contract--and as a result, the Contractor is determined to be in default by the DLA Energy Contracting Officer pursuant to the CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS clause, the Government shall have the right to procure such deficient amount from either the LDC, by reprocurement from another direct supplier, or by utilizing alternative fuel sources, such as heating oil or coal. Additional costs incurred by the Government to cover excess costs associated with procuring any undelivered quantities will be charged to the Contractor.

(l) EXCESS FIRM CAPACITY. For line items that require the Contractor to deliver and manage firm capacity that the Government has obtained through pipeline assignment or through the released firm capacity market, the Contractor shall manage any excess firm capacity not utilized by the installation.

(1) The Contractor shall deliver, on a recallable basis, firm or interruptible requirements of other Federal Government installations under DLA Energy contract that are located on the same pipeline. An installation receiving its interruptible requirement on excess firm transportation will be invoiced as if interruptible transportation has been used to deliver its direct supply natural gas interruptible requirement. An offsetting credit will be issued back to the installation that held the excess firm capacity.

(2) If no other Federal Government installation requires additional firm transportation, the Contractor shall participate in the pipeline’s electronic bulletin board process and/or make other commercially reasonable efforts for releasing the installation’s excess firm capacity. The Contractor shall reflect an appropriate credit to the Government on its invoice.

(3) If preapproved by the DLA Energy Contracting Officer, the capacity reserved by the pipeline for the installation may be used by the Contractor to deliver direct supply natural gas to the Contractor’s non-Federal Government customers. The parties will agree on a price for the released capacity to be reflected on the invoice.

(m) INVOICING AND PAYMENT.

(1) Payment shall be in accordance with the Prompt Payment Act. The invoice remittance address is found in the customer specific Schedule. For those customers where DLA Energy is not the invoice receiving and certifying office, a copy of the invoice shall be sent, at the same time as the original is sent, to the Contract Specialist assigned to the administration of the contract. Invoices shall be sent to the Invoice Certifying Office as indicated in the Schedule. This office is responsible for reviewing and certifying the Contractor’s invoice for payment. Invoices will be submitted via electronic or non-electronic means as required by the applicable Invoice Certifying Office. The Government is responsible for payment of quantities received by the LDC unless otherwise noted in the Schedule. If there is a discrepancy between the Contractor’s invoiced quantity and the quantity received by the LDC, the Government will pay the lesser of the two quantities. The Government has the right to unilaterally adjust the quantities indicated on the Contractor’s invoice downward if documentation available to the Government indicates that a quantity received on behalf of the installation is less than the quantity invoiced by the Contractor and adjust future payments due the Contractor if any previous quantity for which the Contractor invoiced and was paid is determined to be inaccurate. The Invoice Certifying Official shall provide the Contractor with an explanation of the reasons for any adjustment. The Contractor shall direct all disputes related to invoice adjustments to the DLA Energy Contracting Officer.

(2) The Government may opt for one of the following invoice methods:

(i) Dual Billing. Customer receives one invoice from the Contractor and another from its LDC for distribution charges.

(ii) Contractor Consolidated Billing. The Contractor shall pay all customer LDC costs and pass through these charges, on a cent-for-cent basis, on the invoice with its supply and delivery charges. The Government shall not be liable for late payment penalties or other fees resulting from the Contractor’s failure to pay the invoice in a timely manner. Where applicable, the Contractor shall deduct from the invoice to the Government any and all costs for penalties and/or cash outs or similar charges resulting from the Contractor’s failure to manage the account(s) per the terms of the contract. Costs for these billing services shall be included in the Contractor’s adjustment factor.

(iii) LDC Consolidated Billing. The LDC will invoice the customer for all Contractor and utility distribution costs. The Contractor will be paid for supply by the LDC.

The billing method selected will depend upon the LDC rules and customer preferences which will be indicated in the Schedule. Dual Billing is the default methodology.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-0001 H700 TRANSPORTATION ASSISTANCE AND NOTIFICATION OF TARIFF/RATE CHANGES

(NATURAL GAS) (DLA ENERGY APR 2007)

The Contractor shall give the Contracting Officer and the installation written notice of the filing of an application for transportation tariff/rate changes and/or the schedule of a tariff/rate hearing that would impact installations within one working day of receiving such application or notification of such hearing.

NOTE: E-mail notification is acceptable, provided it includes the specific tariff change (via cut and paste) and its effective date.

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

FAR 52.204-7 REQUIRED CENTRAL CONTRACTOR REGISTRATION (FEB 2012)

(DFARS 252.204-7004) (ALTERNATE A) (SEP 2007)

(a) DEFINITIONS. As used in this clause-- Central Contractor Registration (CCR) database means the primary Government repository for Contractor information required for the conduct of business with the Government.

Commercial and Government Entity (CAGE) code means—

(1) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or

(2) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code.”

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

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

Registered in the CCR database means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database;

(2) The Contractor’s CAGE code is in the CCR database; and

(3) The Government has validated all mandatory data fields to include validation of the Taxpayer Identification Number (TIN) within the Internal Revenue Service, and has marked the records “Active.” The Contractor will be required to provide consent for TIN validation to the Government as part of the CCR registration process.

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

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

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

(1) An offeror may obtain a DUNS number—

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

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

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

(i) Company legal business name.

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

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

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

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

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

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

http://fedgov.dnb.com/webform

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

(f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(g) (1) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to—

(A) Change the name in the CCR database;

(B) Comply with the requirements of Subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer.

The Contractor must provide with the notification and sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR records to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the Internet at https://www.acquisition.gov/ or by calling 1-888-227-2423 or 269-961-5757.

FAR 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS

(FEB 2012)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database via https://www.acquisition.gov.

(b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consist of two segments—

(1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by—

(i) Government personnel and authorized users performing business on behalf of the Government; or

(ii) The Contractor, when viewing data on itself; and

(2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for--

(i) Past performance reviews required by subpart 42.15;

(ii) Information that was entered prior to April 15, 2011; or https://www.acquisition.gov/

(iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

(c) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

(1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209-9 and request removal within 7 calendar days of the posting to FAPIIS.

(2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS (NATURAL GAS) (TAILORED) (DLA ENERGY) (FEB 2012

TAILORED)

The following are tailored paragraphs of FAR Clause 52.212-4, CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS. All other terms and conditions included in FAR Clause 52.212-4 are hereby incorporated by reference (see Standard Form 1449, Block 27A).

(f) EXCUSABLE DELAYS. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence, such as acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. In no event shall the economic hardship of either party constitute an excusable delay. Additionally, events such as the Contractor’s inability to obtain transportation, to obtain natural gas supply contracts, to enter into firm supply and transportation arrangements necessary to meet firm requirements, or the event of higher actual costs than contracted costs to the Contractor shall not be considered as excusable delays.

(k) TAXES.

(1) The contract price includes all applicable Federal, State, and local taxes and duties in effect at contract signing. If a gross receipt tax is applicable to natural gas deliveries under this contract, the Contractor shall invoice the tax separately as a pass-through item.

(2) After-imposed Federal, State, or local tax, as used in this DLA Energy FAR Tailored clause, means any new or…