Amendment_0005_SPE600-14-R-0418.pdf

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AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

See Block 14

4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

6. ISSUED BY CODE SPE600 7. ADMINISTERED BY (If other than Item 6) CODE SPE600

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

CODE FACILITY CODE

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended, is not extended.

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

12. ACCOUNTING AND APPROPRIATION DATA (If required)

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO.

IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES ( such as changes in paying office, appropriation date, etc. ) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103 (b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A NAME AND TITLE OF SIGNER (Type or print)

NSN 7540-01-152-8070

Previous edition unusable

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA FAR (48 CFR) 53.243

16B. UNITED STATES OF AMERICA15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

(a) By completing Items 8 and 15, and returning

DLA ENERGY

8725 JOHN J KINGMAN RD STE 4950

FT BELVOIR VA 22060-6222

USA

Purchase Program 8.1 Initiator: Bryan Simmons PVEFEA4 Tel: 703-767-8531 Email: Bryan.Simmons@dla.mil

15C. DATE SIGNED 16C. DATE SIGNED

D. OTHER (Specify type of modification and authority) Mutual Agreement of the Parties, 10USC 2304

June 10, 2015

3. EFFECTIVE DATE

See Continuation Sheet

J

1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NO.

(X)

CHECK ONE

9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

SPE600-14-R-0418

12 Sept 2014 x x

Cynthia G. Ralph x

FAG9132

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FAG9132

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FAG9132

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FAG9132

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FAG9132

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The changes set forth herein are incorporated into Solicitation SPE600-14-R-0418.

1. Pages 4-8, the following definitions have hereby been updated:

“Commercial Operation Date” “Completion Notice” “Contract Unit Price”

“DLA”

“Effective Date” “Energy” “Environmental Attributes” “Fair Market Value” “Option Price” “Premises” “Renewable Energy Generations System (REGS)” “System Acceptance Testing”

The following definitions are hereby deleted:

“Annual Review” “Early Termination Fee” “Government Authority” “Solar Electrical Services (SES)”

2. The term SES has been replaced with REGS or supply of energy throughout the solicitation.

3. Grammatical changes have been made throughout the document that have not been specifically identify here within the amendment. All changes have been highlighted in yellow in the amended solicitation.

Section B

4. Page 10, Section B.1.3 Real Estate is hereby updated as follows:

B.1.3 Real-Estate

The Government will document the use of Air Force land through a lease to the Contractor for the construction and operation of the REGS and the sale to the Government of Energy generated thereby in accordance with the lease in Section J, Attachment 2. The Government is required by statute to receive consideration for the lease in an amount not less than the Fair Market Rental Value (FMRV). In calculating the Contract Unit Price including FMRV, Attachment 3 assumes an estimated rental figure of ($696/per acre/year)escalated every 5 years per the rent schedule in Section J, Attachment 2 Lease (Draft). Prior to entering into a Contract and lease, the Government will provide the Contractor with an updated FMRV every 5 years, based on a Government appraisal of the property. In lieu of receiving cash rent under the lease, the Government intends to allow the Contractor to provide the Government a credit on the recurring utility bills in amounts equal to the rent due. The Contractor will annually provide the Government a rent credit per kWh on each monthly bill up to the stated Minimum Annual Production. This monthly credit will be specified on each monthly bill along with a running total, and the Government will be notified on the monthly bill when the Minimum Annual Production and full rent consideration is met. Rent credits are specified in Attachment 3 REGS Energy Production, Hourly Production Data and Pricing Schedules. The Contractor shall not include the cost of rent in its initial unit pricing for the contract. Further information regarding the requirements for consideration can be found in Section J, Attachment 2.

The terms and execution of the Lease will be aligned with the terms and execution of the Contract and will automatically cross-default. Rent in the form of cash or credits on the recurring utility bills will not begin until the first billing cycle.

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5. Page 10, Section B.1.3.1 Rent during Construction is hereby added as follows:

B.1.3.1 Rent During Construction

The Contractor is responsible for rent during the construction period. The Government will allow the Contractor to pay back the construction period rent during the first production year as a separate rent credit on each monthly invoice. The credit will be specified on the monthly bill along with a running total. The Government will be notified on the monthly bill when the full construction period rent consideration is met.

Section C

6. Page 16, Section C.4.7.6 is hereby updated as follows:

C.4.7.6 The Contractor shall provide remote monitoring of metering equipment and metering data shall be secure and remotely accessible. The Contractor’s meter data shall be provided to the Government in an Excel file format and readily available on a password protected Contractor managed website.

7. Page 18, Section C.5.6.1 the first paragraph is hereby updated as follows:

C.5.6.1 The Contractor will be responsible for all aspects of operating and maintaining the REGS to meet the delivery requirements of the Contract. The Contractor shall submit Capital Reinvestment, Operations and Maintenance Plans (CROMP) prior to the Commercial Operation Date (COD), and annually thereafter, with sufficient detail to assure the Government that the REGS meets the requirements of Contract. To the maximum extent possible, the Contractor shall schedule maintenance and repair of the REGS at times when consumption is at a low, such that charges for non-REGS electricity paid by the Government are minimized, and the Contractor is not hindered from providing the Minimum Annual Production set forth in the REGS Energy Production, Hourly Production Data and Pricing Schedules, Section J, Attachment 3.

8. Page 24, Section C.6.5.1 is hereby updated to include paragraph (m) as follows:

(m) Replacement plantings will be cared for, maintained and well established for a period of 5 years. All replacement plants shall be in place no later than Commercial Operation Date.

Section E

9. Page 27, Section E is hereby updated as follows:

The REGS shall conform to industry standards as set forth by ASTM E44.09, IEEE PV, International Electrotechnical Commission (IEC), UL, Unified Facilities Code (UFC) and National Electric Code (NEC).

The REGS shall also comply with IEEE 1547.

10. Page 27, Section E.1.1 System Acceptance is hereby updated as follows:

Once the Government accepts the REGS by approving the Completion Notice, according to the conditions stated above, this will constitute the start of the Commercial Operation Date, post-acceptance performance period, and commencement of payments. Government acceptance, for purpose of payment, in accordance with Section C, occurs when the following are completed:

Section F

11. Page 29 and 30, Section F.2 Contract Performance Deliverables is hereby updated to correct the description of the following deliverables: Real-estate (Lease), Water Risk Assessment, System Acceptance Testing.

The following deliverable is hereby added: Annual True-Ups.

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Section G

12. Page 31, Section G is hereby updated to add G.1.2 as follows:

G.1.2 The Contract is firm-fixed price and clearly defines the specific supplies to be delivered and the performance required.

13. Page 31, Section G.3 Contracting Officer’s Representative (COR) is hereby reorganized and renumbered.

14. Page 34, DFARS 252.232-7006 WIDE AREA WORKFLOW (WAWF) PAYMENT INSTRUCTIONS (OCT 2014) is hereby added as follows:

DFARS 252.232-7006 WIDE AREA WORKFLOW (WAWF) PAYMENT INSTRUCTIONS

(OCT 2014)

(a) Definitions. As used in this clause—

“Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit, activity, or organization.

“Document type” means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

“Local processing office (LPO)” is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall—

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web- Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/

(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

(Contracting Officer: Insert applicable document type(s).

http://www.acq.osd.mil/dpap/dars/dfars/html/current/252232.htm https://www.acquisition.gov/ https://wawf.eb.mil/ https://wawf.eb.mil/

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Note: If a “Combo” document type is identified but not supportable by the Contractor’s business systems, an “Invoice” (stand-alone) and “Receiving Report” (stand-alone) document type may be used instead.)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

(Contracting Officer: Insert inspection and acceptance locations or “Not applicable.”)

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC Issue By DoDAAC Admin DoDAAC Inspect By DoDAAC Ship To Code Ship From Code Mark For Code Service Approver (DoDAAC) Service Acceptor (DoDAAC) Accept at Other DoDAAC LPO DoDAAC DCAA Auditor DoDAAC Other DoDAAC(s)

(*Contracting Officer: Insert applicable DoDAAC information or “See schedule” if multiple ship to/acceptance locations apply, or “Not applicable.”)

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the e-mail address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

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(Contracting Officer: Insert applicable email addresses or “Not applicable.”)

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity’s WAWF point of contact.

(Contracting Officer: Insert applicable information or “Not applicable.”)

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988

Section H

15. Page 37, Section H.1 is hereby updated as follows:

H.1 Ownership, Assignment, and Third-Party Financing. Throughout the duration of the Contract, the Contractor shall be the legal and beneficial owner of the REGS at all times, and the REGS shall remain the personal property of the Contractor, provided that the Contractor has the specific rights set forth in H.1.1 and H.1.2 below. Upon request, the Government agrees to identify the REGS in the real property records as a non-equity asset owned by the Contractor.

H.1.1 Security Interest in the REGS. The Government recognizes that project financing associated with Contractor performance of this Contract may be accomplished using third-party financing, and as such, will permit the financing source (“financier” or “lender”) to establish a security interest in the installed REGS, provided that such security interest shall at all times be subject to, and fully subordinate to, the rights of the Government, under this Contract and any other applicable law.

H.1.2 Assignment and Novation. The Parties agree that:

H.1.2.1 The Contractor may assign its right to receive monies due or to become due under this Contract in accordance with FAR Clause 52.232.23 Assignment of Claims (MAY 2014) Alternate I (APR 1984), provided that the assignment complies with the Assignment of Claims Act and FAR Part 32.8; and

H.1.2.2 The Contracting Officer may recognize a third-party as a successor in interest to this Contract via a novation accomplished in full compliance with FAR Part 42.12.

H.1.3 Third-Party Financing. In addition to the rights granted to the Contractor in H.1.1 and H.1.2, and in further recognition of the Contractor’s need to obtain financing from a third-party lender, the Government will consider granting the requests set forth in H.1.3.1 and H.1.3.2. Such consent shall not be unreasonably withheld.

H.1.3.1 Requests for the Government to provide financiers copies of any cure or show-cause notice issued to the Contractor; and

H.1.3.2 Requests by a financier or secured interest holder for an extension of response time to cure or show-cause notices, provided that in no event shall any such extension(s) exceed a total of thirty (30) days, following the applicable cure or show-cause period provide to the Contractor, unless otherwise agreed to by the Contracting Officer at his or her discretion.

H.1.4 Government’s Right to Terminate. Nothing in Section H.1.shall prevent the Government from exercising its unilateral right to terminate the Contract for convenience or cause as otherwise set forth in this Contract.

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16. Page 38, Section H.5.2 is hereby updated as follows:

H.5.2 Excused Performance. Except as otherwise specifically provided in this Contract, neither Party shall be considered in breach of this Contract or liable for any delay or failure to comply with the Contract, if and to the extent that such delay or failure is attributable to the occurrence of a Force Majeure Event; provided that the Party claiming relief under Section H.5 shall immediately (a) notify the other Party in writing of the existence of the Force Majeure Event, (b) exercise all reasonable efforts necessary to minimize delay and to mitigate or remediate the impacts caused by such Force Majeure Event, (c) notify the other Party in writing of the cessation or termination of said Force Majeure Event and (d) resume performance of its obligations hereunder as soon as practicable thereafter. If the Contractor claims relief pursuant to a Force Majeure Event, the obligation of the Government to make payments to the Contractor for the period of time during which the Contractor is unable to perform shall be canceled and will not resume until the Contractor resumes performance of its obligations under this Contract at which time the Government’s payment obligation will also resume; provided, however, that the Government shall not be excused from making any payments due with respect to energy delivered to the Government prior to the Force Majeure Event performance interruption.

17. Page 39, Section H.5.3 is hereby updated as follows:

H.5.3 In no event will any delay or failure of performance caused by Force Majeure extend this Contract beyond its stated term. In the event that the Contractor’s delay or failure of performance attributable to a Force Majeure Event continues for an uninterrupted period of ninety (90) days from its inception (with respect to Force Majeure occurring prior to COD) or three hundred sixty-five (365) days from its inception (with respect to Force Majeure occurring after COD), the Party not claiming Force Majeure may, at any time following the end of such period, terminate this contract in accordance with FAR 52.212-4(l).

18. Page 40, Section H.9 is hereby deleted and held as RESERVED

19. Page 41, Section H.12.5 Liability is hereby added:

H.12.5 Liability

The Contractor releases, remits, and forever discharges the Government, its officers, and employees from any and all causes of action, judgments, expenses, liabilities, damages, claims, and charges of whatever kind or nature, including attorney fees and court costs, whether at law or in equity, tortious, contractual, or other, that may arise as a result of or in connection with the activities of the Contractor, its officers, employees, agents and subcontractors under this Contract. However, nothing herein shall be interpreted to abrogate the Contractor’s right to submit an otherwise cognizable contract claim under the terms and conditions of this Contract. The Contractor shall indemnify, defend and hold harmless the Government and its officers and employees against any and all causes of action, judgments, expenses, liabilities, damages, claims, and charges of whatever kind or nature, including attorney fees and court costs, whether at law or in equity, tortious, contractual, or other, that may arise as a result of or in connection with the activities of the Contractor, its officers, employees, agents and subcontractors under this Contract.

20. Page 41, Section H.13 Differing Site Conditions is hereby added:

H.13 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

RFP SPE600-14-R-0418 Page 8 of 11

(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.

21. Page 42, Section H.14 Cleaning Up is hereby added:

H.14 Cleaning Up

The Contractor shall at all times keep the work area, including storage areas, free from accumulations of waste materials. Before completing the work, the Contractor shall remove from the work and premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of the Government. Upon completing the work, the Contractor shall leave the work area in a clean, neat, and orderly condition satisfactory to the Contracting Officer.

22. Page 42, Section H.15 Accident Prevention is hereby added:

H.15 Accident Prevention

(a) The Contractor shall provide and maintain work environments and procedures which will --

(1) Safeguard the public and Government personnel, property, materials, supplies, and equipment exposed to Contractor operations and activities;

(2) Avoid interruptions of Government operations and delays in project completion dates;

and

(3) Control costs in the performance of this contract.

(b) For these purposes on contracts for construction or dismantling, demolition, or removal of improvements, the Contractor shall --

(1) Provide appropriate safety barricades, signs, and signal lights;

(2) Comply with the standards issued by the Secretary of Labor at 29 CFR Part 1926 and 29

CFR Part 1910; and

(3) Ensure that any additional measures the Contracting Officer determines to be reasonably necessary for the purposes are taken.

(c) If this contract is for construction or dismantling, demolition or removal of improvements with any Department of Defense agency or component, the Contractor shall comply with all pertinent provisions of the latest version of U.S. Army Corps of Engineers Safety and Health Requirements Manual, EM 385-1-1, in effect on the date of the solicitation.

(d) Whenever the Contracting Officer becomes aware of any noncompliance with these requirements or any condition which poses a serious or imminent danger to the health or safety of the public or Government personnel, the Contracting Officer shall notify the Contractor orally, with written confirmation, and request immediate initiation of corrective action. This notice, when delivered to the Contractor or the Contractor’s representative at the work site, shall be deemed sufficient notice of the noncompliance and that corrective action is required. After receiving the notice, the Contractor shall immediately take corrective action. If the Contractor fails or refuses to promptly take corrective action, the Contracting Officer may issue an order stopping all or part of the work until satisfactory corrective action has been taken. The Contractor shall not

RFP SPE600-14-R-0418 Page 9 of 11 be entitled to any equitable adjustment of the contract price or extension of the performance schedule on any stop work order issued under this clause.

(e) The Contractor shall insert this clause, including this paragraph (e), with appropriate changes in the designation of the parties, in subcontracts.

Section I

23. Page 45, FAR clause 52.212-4 Contract Terms and Conditions – Commercial Items (May 2015)(DLA ENERGY)(TAILORED) is hereby incorporated in full text. Paragraph (l) Termination for the Government’s Convenience (Tailored) is hereby updated and tailored as follows:

(l) TERMINATION FOR THE GOVERNMENT’S CONVENIENCE. (Tailored)

(1) The Government reserves the right to terminate this Contract, or any part thereof, for its sole convenience. The Government may terminate this Contract prior to any applicable Expiration Date for any reason upon sixty (60) days’ prior written notice. A termination for convenience of this Contract will automatically cause a termination of the Lease. Upon such termination, (a) the Government shall pay, the Cancellation Charge as set forth below, and (b) Contractor shall cause the REGS to be disconnected and removed from the Premises. In the event that the Government elects to terminate this Contract after contract award and prior to the Commercial Operation Date, the Government shall pay or reimburse the Contractor for all time and material expenses incurred by the Contractor subsequent to execution of this Contract.

(2) If cancellation under this clause occurs, the Contractor will be paid a cancellation charge not over the cancellation ceiling specified in the Ceiling Schedule as applicable at the time of cancellation.

(3) The cancellation charge will cover only --

(1) The Debt Schedule value as applicable at the time of cancellation, where the Debt

Schedule value represents the unamortized principal, outstanding interest, transaction costs, and prepayment penalties as a result of such a cancellation.

(2) Costs --

(i) Incurred by the Contractor and/or subcontractor;

(ii) Reasonably necessary for performance of the contract; and

(iii) That would have been equitably amortized over the entire multi-year contract period but, because of the cancellation, are not so amortized; and

(iv) A reasonable profit or fee on the costs.

(4) The cancellation charge shall be computed and the claim made for it as if the claim were being made under the Termination for Convenience of the Government clause of this contract. The Contractor shall submit the claim promptly but no later than 1 year from the date cancellation.

(5) The Contractor’s claim may include --

(1) Reasonable nonrecurring costs (see Subpart 15.4 of the Federal Acquisition Regulation) which are applicable to and normally would have been amortized in all supplies or services which are multi-year requirements;

(2) Allocable portions of the costs of facilities acquired or established for the conduct of the work, to the extent that it is impracticable for the Contractor to use the facilities in its commercial work, and if the costs are not charged to the contract through overhead or otherwise depreciated;

(3) Costs incurred for the assembly, training, and transportation to and from the job site of a specialized work force; and

(4) Costs not amortized solely because the cancellation had precluded anticipated benefits of Contractor or subcontractor learning.

(6) The claim shall not include --

(1) Labor, material, or other expenses incurred by the Contractor or subcontractors for performance of the canceled work;

(2) Any cost already paid to the Contractor; or

(3) Anticipated profit or unearned fee on the canceled work;

(7) The Government may pay the Debt Schedule portion of the Cancellation Charge in advance of the Costs at its sole discretion.

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24. Page 53, FAR clause 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS is hereby updated to the (MAY 2015) version.

25. Page 57, FAR clause 52.241-5 CONTRACTOR’S FACILITIES (Feb 1995) is hereby updated and tailored as follows:

52.241-5 CONTRACTOR’S FACILITES (Feb 1995)(Tailored)

(a) The Contractor, at its expense, unless otherwise provided for in this contract, shall furnish, install, operate, and maintain all facilities required to furnish service hereunder, and measure such service at the point of delivery specified in the Service Specifications. Title to all such facilities shall remain with the Contractor and the Contractor shall be responsible for loss or damage to such facilities, except that the Government shall be responsible to the extent that loss or damage has been caused by the Government’s negligent acts or omissions.

(b) Notwithstanding any terms expressed in this clause, the Contractor shall obtain approval from the Contracting Officer prior to any equipment installation, construction, or removal EXCEPT FOR Government approved alternation as defined in the Lease Agreement. All applicable taxes and other charges in connection therewith, together with all liability of the Contractor in construction, operation, maintenance and repair, and demolition or removal of such facilities, shall be the obligation of the Contractor.

(c) Excluding the right of access to the Contractor Facility and the Premises, authorized representatives of the Contractor will be allowed access to the facilities on Government premises at reasonable times to perform the obligations of the Contractor regarding such facilities. It is expressly understood that the Government may limit or restrict the right of access herein granted in any manner considered necessary (e.g., national security, public safety).

(d) Removal of System at Expiration. Upon the expiration or earlier termination of this Contract according to its terms (provided the Government does not exercise its purchase option pursuant to this section), the Contractor shall, at the Contractor’s expense, remove all of its tangible property comprising the REGS from the Premises on a mutually convenient date but in no case later than ninety (90) days after the Expiration Date or earlier termination. At the conclusion of the Contract, the disassembly and removal of all property and restoration of the site shall be to substantially the original condition that the property was received at commencement of the Contract, reasonable wear and tear and damage beyond the control of the Contractor excepted. The Contractor shall comply with all applicable Environmental Laws.

(e) Purchase Option. The Contractor grants to the Government an option to purchase the REGS as of the Expiration Date for a purchase price (the “Option Price”) equal to the Fair Market Value of the REGS. Not less than sixty (60) days prior to the Expiration Date, the Government shall provide written notice to the Contractor of the Government’s intent to exercise its option to purchase the REGS. Upon submission of the notice, the Government shall then have a period of ten (10) days after notification to confirm or retract its decision to exercise the purchase option. In the event the Government confirms its exercise of the purchase option, (i) the Parties will promptly execute all documents necessary to (A) cause title to the REGS to pass to the Government, free and clear of any liens immediately subsequent to the Expiration Date , and (B) assign all warranties for the REGS to the Government, and (ii) the Government will pay the Option Price to the Contractor, such payment to be made in accordance with any previous written instructions delivered to the Government for payments under this Contract. In the event the Government retracts its exercise of, or does not timely confirm the purchase option, the provisions of this Contract shall be applicable as if this purchase option were not included in this Contract.

(i) Determination of Fair Market Value. The Fair Market Value of the REGS shall be determined by the mutual agreement of the Government and Contractor; provided, however, if the Government and the Contractor cannot mutually agree to a Fair Market Value within ten (10) days of the need to determine Fair Market Value, then the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar generation facility industry. Such appraiser shall act

RFP SPE600-14-R-0418 Page 11 of 11 reasonably and in good faith to determine Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally.

26. Page 62, DFARS clause 252.209-7001 Disclosure of Ownership or Control by the Government of a Terrorist Country (JUN 2010) is hereby removed.

27. Page 67, I1.20-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (DLA ENERGY JAN 2012) is hereby updated to add and delete clauses and provisions incorporated by reference.

Section J

28. Page 70, Attachment 2, Lease (Drafted), is hereby updated as outlined in the attachment.

29. Page 70, Attachment 3, REGS Energy Production, Hourly Production Data and Pricing Schedules, is hereby updated.

30. Page 70, Attachment 9, Cancelation Celling - Vandenberg AFB is hereby updated as outlined in the attachment.

Section K

31. Page 71, FAR Clause 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS -- COMMERCIAL ITEMS is hereby updated to the MAR 2015 version.

Section L

32. Page 99, Section L.4.1.5 is hereby added:

L.4.1.5 Assumptions will be considered by the Government solely for evaluation purposes. Unless identified as an exception in accordance with the Solicitation Section L.4.2.10, and accepted as such by the Contracting Officer, assumptions will not be deemed to be a part of any resultant contract and will not form the basis for any pricing adjustments.

33. Page 102, Section L.4.2.10 Exceptions to Terms and Conditions is hereby updated:

L.4.2.10 Exceptions to Terms and Conditions Exceptions taken to terms and conditions of the request for proposal (RFP) shall be clearly identified after the table of contents in the Contractor’s proposal. Each exception shall be specifically related to each paragraph and/or specific part of the RFP to which the exception is taken. Provide rationale in support of the exception and fully explain its impact, if any, on the performance, schedule, cost, and specific requirements of the RFP. This information shall be provided in the format and content of the table below.

If exceptions are not included in this format, no exceptions to terms and conditions will be assumed and resultant contract will incorporate the terms and conditions of the RFP.

Any exceptions to the Government’s terms and conditions should be taken prior to the issuance of the Notice of Intent to Award; the Government will not consider or accept any exceptions that are unrelated to the specific conditions precedent listed in the Notice of Intent to Award.

34. Page 106, Section L.5.5.1 Contract/Representations and Certifications, paragraph (e) is hereby renamed to Cancellation Ceiling.