SPE600-17-R-0406_Amendment_0003.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000058031

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SPE600-17-R-0406

5. SOLICITATION NUMBER

2017 SEP 14

6. SOLICITATION ISSUE

DATE

James Knudson PVEFEB7

a. NAME

Phone: 703-767-8536

b. TELEPHONE NUMBER (No Collect calls)

2017 OCT 24

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

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

8 (A)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

221112NAICS:

750 employeesSIZE 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

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

05:00 PM

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE ADDENDUM

EDWOSB

See Block 9

See C804, Paragraph (b)

6,561,391,045 kWh

X

SPE600-17-R-0406 Page 2 of 62 Amendment 0003

Part I -- The Schedule

SECTION A – SOLICITATION/CONTRACT FORM

Continuation of SF 1449, Block 8

Note 1: Prospective offerors are encouraged to review Federal Acquisition Regulation 15.208 regarding timely submission of offers. Specifically, please be aware that it is the offeror's responsibility to ensure that their offer is actually received at the designated Government office prior to the solicitation closing. Submission of offers by electronic commerce (e.g. e-mail or fax) is governed by FAR 15.208(b)(1)(i). If an offeror electronically submits its offer on the day the solicitation closes, then timeliness will be determined based on whether or not the offer was actually received prior to closing. In that situation, the offeror will bear the risk of any delay in the transmission of their offer (e.g. offeror clicked "send" prior to the closing of the solicitation, but the e-mail did not arrive until after the time for closing), and offers not actually received prior to closing will be late. However, pursuant to FAR 15.208(b)(1)(i), if an offeror utilizes a means of electronic commerce to send their offer and transmits it not later than 5:00 p.m. ONE DAY PRIOR to the time for closing (and can prove that they have done so), then the offeror will be protected from such unexpected transmission delays and its offer will be considered timely.

*Emails being sent to DLA Energy by non-DoD entities during the weekdays from 0800 to 1700 may be delayed up to several hours. To minimize potential issues as a result of any email delays, DLA Energy requests that any correspondence from Non-DoD Entities allow at least 24 hours to be received.

Note 2: The Government reserves the right not to consider any exceptions to the stated solicitation requirements received after the due date for technical offers.

Note 3: A date for the submission of prices will be established via a future amendment.

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B1.08-2 SUPPLIES TO BE FURNISHED (ELECTRICITY) (PORTFOLIO

APPROACH) (DLA ENERGY JAN 2012)

(a) The contract quantities are best estimates only of the Government’s requirements for the contract period. The Contractor shall supply and deliver electricity and any ancillary services required in the STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY) contract provision. Contract performance shall be accomplished in accordance with the terms and conditions of this contract.

(b) As used throughout this solicitation/contract, kW means kilowatt; kWh means kilowatt-hour; and UDC means Utility Distribution Company. Below are the acronyms and full names of each utility service area, the applicable NERC region; and those NERC Regions that border the applicable NERC Region.

Applicable NERC Region: PJM

Public Utility Commission (PUC): Maryland Public Service Commission

SPE600-17-R-0406 Page 3 of 62

Pennsylvania Public Service Commission State of New Jersey, Board of Public Utilities

Utility Service Region: ACE Atlantic City Electric BG&E Baltimore Gas and Electric Delmarva Delmarva Power Duquesne Duquesne Light Power JCP&L Jersey Central Power and Light PEPCO Potomac Electric Power Company

CLIN Installation Number of Accounts

Customer UDC

Aberdeen Proving Grounds 5 BG&E Army Adelphi Laboratory 1 PEPCO Army Corps of Engineers 1 PEPCO

Defense Intelligence Agency - Bethesda 1 PEPCO Fort Detrick - Forest Glenn Annex 2 PEPCO

John Hopkins Applied Physics Laboratory 2 BG&E Joint Base Andrews 1 PEPCO

Joint Base McGuire-Dix-Lakehurst 5 JCP&L Maryland Institute for Defense Analysis 1 BG&E

National Institute of Standards & Technology 1 PEPCO National Institutes of Health 7 PEPCO

Naval Air Systems Command – Lakehurst 1 JCP&L Naval Facilities Engineering Command –

Washington 1 PEPCO New Jersey Coast Guard - Cape May 1 ACE

Picatinny Arsenal 2 JCP&L Pittsburgh Air Reserve Center 1 Duquesne

Transportation Security Administration 1 BG&E USDA Beltsville Agricultural Research Center 2 PEPCO

VA Maryland Health Care System 1 Delmarva

Note 1: DLA Energy is aware of the current and potential future projects at the following installations:

A. Aberdeen Proving Grounds commenced regular operation of a 7.9MW Nominal CHP.

Plant in October 2016. This plant is intended to supply approximately 50 percent of the base load for BG&E Choice ID Number 8509530135. Annual downtime for maintenance is scheduled for one week each spring and one week each fall.

SPE600-17-R-0406 Page 4 of 62

B. Army Adelphi Laboratory account 0550245040807001552484 is enrolled in the demand response program PJM Demand Response Limited. The agreement for 2,000kW began in 2015 and will end on May 31, 2018.

C. Defense Intelligence Agency (Bethesda) account 0550188775917001293854 is enrolled in the demand response program PJM Demand Response Limited. The agreement for 1,000kW began in 2012 and will end on May 31, 2019.

D. Joint Base Andrews account 0550245038687001551485 is enrolled in the demand response program PJM Demand Response Limited. The agreement for 5,004kW began in 2017 and will end on September 30, 2017.

E. The National Institute of Standards and Technology anticipates beginning operation of a 7.3MW Combined Heat and Power Plant in June 2018. An annual increase of 36.5 MWh (100kW Demand) is anticipated effective June 01, 2019, as a result of completed building renovation. Significant maintenance will take down the CHP for about three weeks per year (about four days in April and the remainder in October).

F. National Institutes of Health under account number 27301490008 has a 23 megawatt (MW) cogeneration facility. The facility has 21.8 MWs net output and runs base loaded at all times (except the scheduled 22 days of shutdown – fall or spring, and any unscheduled shutdowns). As a result of the cogeneration system, NIH also has a requirement of stand-by supply when shutdown. The Government will provide the Contractor monthly output results from the cogeneration facility. Any reading below 21.8 MWs will require the Contractor to provide stand-by supply (for the difference between the actually monthly output and 21.8 MWs) at locational marginal price (LMP) for energy and capacity at the Pepco Zone Price. For example, if actual monthly output is 20 MW, the Contractor is required to provide 1.8 MWs at LMP for the Pepco Zone Price.

G. New Jersey Coast Guard (Cape May) account 55007194719 is enrolled in the demand response program PJM Demand Response Limited. The agreement for 435kW began in 2016 and will end on May 31, 2021.

H. Picatinny Arsenal account 100000921187 (Customer ID 08000049450000937599) is currently supported by a 620 kW solar array. A 2MW cogeneration plan is also anticipated to begin production in January 2019 in support of account 100000921112 (Customer ID 08000049450000002548).

I. Pittsburgh Air Reserve Center account 5977820623 will increase its load by 200 – 300 MWh per month by October 2019. This is a result of new construction and renovations, which will be completed at various times between October 2018 and October 2019. A new (separate) account will come online in October 2018 as a new construction project begins with a completion date of October 2019. Upon completion, the load for this account is estimated at approximately 340MWh per month. The installation is currently planning to add this account to the future contract when construction is complete.

SPE600-17-R-0406 Page 5 of 62

Note 2: Contractor shall not discuss nor disclose any load information to any outside party entity without prior written consent from the Contracting Officer.

Note 3: The Government is exempt from State Sales Tax and the exemption forms will be provided at the time of award.

(c) The Government is soliciting offers for supply and transmission of electricity and ancillary services for the following locations:

(d) The Government is soliciting offers for a 60-month delivery period (from meter read date occurring in June 2019 to the meter read date occurring in June 2024).

Specifics for each line item are provided with each individual Installation Data Sheet. The information includes: (1) Location; (2) Local Electric Utility; (3) Current Tariff Rate; (4) Utility Account Number; and (5) Contract Performance Period.

Please use the following link to access the information: http://www.fbo.gov

(e) The Government is soliciting offers for Firm Fixed Price, Requirements Type utilizing Locational Marginal Price (LMP) basis for electricity.

B19.46 BLOCK PURCHASES (ELECTRICITY) (DLA ENERGY OCT 2017)

The total amount charged by the Contractor each month shall equal the sum of charges for: (a) Electricity, (b) the Supply Service Fee (SSF), and (c) Other Market Charges.

(a) ELECTRICITY. The Contractor shall procure a portion of the electricity to be delivered under the contract in blocks at firm-fixed prices in accordance with paragraph (1) below. All blocks shall be purchased at PJM Western Hub, with the remainder of the electricity requirement at the relevant PJM UDC zone’s Real-time Locational Marginal Price (LMP).

(1) Electricity – Purchase by Firm-Fixed Price Blocks.

(i) Attachment I, titled “Block Purchase Schedule”, contains details concerning the dates and size of firm-fixed price blocks the Contractor shall purchase on behalf of the Government. The Government reserves the right to modify Attachment I without change to the Contractor’s SSF.

(ii) All blocks shall be sized in whole megawatts.

(iii) Blocks may be either all-hour (i.e., 24 hours by 7 days), or on-peak period only, or off-peak period only.

(iv) For each block purchase, the Contractor shall provide to the Government at least three executable price quotes, or at least four if one of the executable price quotes is from a Contractor affiliate. Within one hour of receiving notification from the Contractor regarding the executable price quotes for a firm-fixed price block, the Government will notify the Contractor of its decision to accept one, or reject all, of the executable price quotes provided by the Contractor. Typically, the Government will notify the contractor, by telephone, of its decision within five to ten minutes of receiving the executable price(s). Upon receipt of the Government’s acceptance of an executable price quote, the Contractor shall purchase the block.

The Government may, in its sole discretion, reschedule the purchase of a block, pursuant to the foregoing procedures, should the Government reject all of the executable price quotes provided http://www.fbo.gov/

SPE600-17-R-0406 Page 6 of 62 by the Contractor for a block. The Government is responsible only for the decision to enter into block electricity purchases. The Contractor is responsible for managing all other aspects as required by the Statement of Work to ensure performance. The Government reserves the right to decline to purchase any block(s) if, in its sole discretion, it determines the price or any other aspect of the proposed block purchase is unsatisfactory.

(v) For the blocks of electricity purchased by the Contractor at firm-fixed prices, the Government shall pay the Contractor the product of the market-based block price-per kilowatt-hour (kWh) and the number of kWhs in the block.

(vi) If in any Settlement Period the Government’s kWh consumption is below (or above) the sum of the blocks to be delivered, the Contractor shall credit (or charge) the Government for each kWh of consumption below (or above) the sum of the blocks as specified in subparagraph (2), below.

(2) Electricity – Purchased at relevant PJM UDC zone

Pricing for Quantities Outside Purchased Blocks of Electricity

(i) If, in any Settlement Period, consumption of electricity is below or above the contract blocks, the Contractor shall charge the Government in accordance with the methodology specified in Sections (2)(ii) and (2)(iii) of this contract text, respectively.

(ii) If, in any Settlement Period, an Electricity Deficiency occurs, an Electricity Deficiency Adjustment shall be made. Electricity Deficiency means the deficit in the Government’s Actual Consumption for the Settlement Period as measured against the sum of the electricity associated with the electricity blocks for the Settlement Period, i.e., the Benchmark Quantity. Electricity Deficiency is calculated by subtracting the Actual Consumption for a Settlement Period from the Settlement Period Benchmark Quantity for that period. The Electricity Deficiency Adjustment is a credit to the Government.

Expressed as a formula, the Electricity Deficiency Adjustment is EDA = ED x UDC RT LMP where--

EDA is the Electricity Deficiency Adjustment ED is the Electricity Deficiency UDC RT LMP is the relevant UDC zone’s Real-time LMP value as posted on

PJM’s website.

The Electricity Deficiency Adjustment is calculated for each Settlement Period in the month in which the electricity was consumed and included on the next monthly invoice.

(iii) If, in any Settlement Period, Excess Electricity is consumed, an Excess Electricity Adjustment shall be made. Excess Electricity means the excess in the Government’s Actual Consumption for the Settlement Period as measured against the Settlement Period Benchmark Quantity. Excess Electricity is calculated by subtracting the Settlement Period Benchmark Quantity from the Actual Consumption for the Settlement Period. The Excess Electricity Adjustment is a charge to the Government.

SPE600-17-R-0406 Page 7 of 62

Expressed as a formula, the Excess Electricity Adjustment is EEA = EE x UDC RT LMP where--

EEA is the Excess Electricity Adjustment EE is the Excess Electricity UDC RT LMP is the relevant UDC zone’s Real-time LMP value as posted on

PJM’s website.

The Excess Electricity Adjustment is calculated for each Settlement Period in the month in which the electricity was consumed and included on the next monthly invoice.

(b) SSF. For each Settlement Period, the Government shall pay the Contractor the product of the SSF and the account’s total metered electricity consumption, as measured by the UDC’s end use retail meter, in that Settlement Period. The SSF shall be fixed and identical for each kWh supplied under this contract. The SSF shall not be paid on transmission & distribution system losses and Unaccounted for Energy (UFE) nor include any charges identified in Paragraphs (a) Electricity; or (c) Other Market Charges; of this clause.

(c) OTHER MARKET CHARGES. The following charges identified below shall be a direct pass-through to the Government with no additional mark-up, and shall be invoiced in accordance with the INVOICE clause: All such charges are shown on the PJM Billing Statement Line Items, Attachment VI, as of October 5, 2017. An up-to-date version of these charges is available at:

http://www.pjm.com/-/media/markets-ops/settlements/msrs/finalized-billing-statement-line-items-and-line-item-mapping.ashx?la=en

Note 1: The following costs, which are not included in Section (a) Electricity or (b) SSF may be purchased by the Government through a method mutually agreed to and shall be invoiced in accordance with the INVOICE clause:

(i) Renewable Energy Credits – Contractor costs to comply with the state renewable portfolio standards (RPSs) associated with each of the accounts shall be passed through to the Government. The Government reserves the right to direct the Contractor to purchase Renewable Energy Certificates (RECs) with those costs to be assigned to the applicable accounts and the RECs purchased by the Contractor to be used to satisfy the state RPS requirements associated with the applicable accounts. The costs associated with state RPS compliance are to be expressed as a per-kWh charge, applicable to the account and distributed over the calendar year, or the PJM planning year (June through May), as applicable based on state RPS regulations, in proportion to energy usage by the account. Pursuant to FAR 52.212-5(d), the Government has the right to audit the price quotes or other information submitted by the Contractor’s REC suppliers in order to verify price reasonableness and best value.

(ii) Capacity Costs – The cost to secure capacity to comply with PJM capacity requirements shall be passed through to the Government. The price of capacity charged to the Government shall not exceed the product of the Contractor’s Daily Unforced Capacity Obligation and the PJM Zonal Capacity Price net of the Capacity Transfer Rights Credit. The Daily Unforced Capacity Obligation is equal to the Obligation Peak load multiplied by the Final Zonal Reliability Pricing Model (RPM) Scaling Factor times the Forecast Pool Requirement, as those terms are defined by PJM, for the relevant time period and zone in which the account is located.

The Government reserves the right to direct the Contractor to purchase capacity with those costs to be assigned to the applicable accounts on the basis of their respective PLCs.

http://www.pjm.com/-/media/markets-ops/settlements/msrs/finalized-billing-statement-line-items-and-line-item-mapping.ashx?la=en http://www.pjm.com/-/media/markets-ops/settlements/msrs/finalized-billing-statement-line-items-and-line-item-mapping.ashx?la=en

SPE600-17-R-0406 Page 8 of 62

(iii) Transmission Costs – Non-UDC transmission costs associated with each account shall be passed through to the Government at the applicable PJM tariff rate. Any Auction Revenue Rights (ARRs) revenues associated with the account loads shall be credited back to the Government, based on the Government’s share of the Contractor’s overall load. Both the transmission charge and any credits to the Government shall be shown as separate line items on the monthly invoices.

(iv) Transmission Congestion & PJM Losses – Transmission congestion and PJM losses, herein referred to as “Congestion Charges,” associated with each account shall be passed through to the Government. The congestion charges for energy and load scheduled Day-ahead, i.e., the block power purchases and equivalent load, shall be computed as the difference between Day-ahead LMPs at the PJM West Hub and the Day-ahead LMPs at the relevant delivery zone. The congestion charges for energy and load scheduled Real-time, i.e., the energy requirements and load outside the block purchases, shall be computed as the difference between the Real-time LMPs at the PJM West hub and the Real-time LMPs at the relevant delivery zone.

The Government reserves the right to direct the Contractor to fix congestion costs over a specified time period for a specified level of load, with those costs to be assigned to the applicable accounts on a per-kWh basis.

(v) Ancillary Services Costs – The cost to secure ancillary services to comply with PJM requirements shall be passed through to the Government. The price of ancillary service charges to the Government shall not exceed PJM’s charges or the market clearing price from the relevant PJM-administered market for the relevant time period and zone in which the account is located. Ancillary service charges passed through to the Government are those charges for: (a) scheduling, system control and dispatch (PJM OATT); (b) reactive supply and voltage control from generation services (PJM OATT); (c) regulation and frequency response service (PJM Operating Agreement); (d) balancing charges in operating reserves (PJM Operating Agreement);

(e) operating reserve, supplemental reserve (PJM Operating Agreement); (f) operating reserve, synchronized reserve service (PJM Operating Agreement); and (g) all other Ancillary Service Charges incurred to supply the Government account.

(vi) For all Pennsylvania line items, the PA Gross Receipts Tax (GRT) shall not be included in the offered unit prices. It shall be billed as a separate line item.

(vii) The cost to procure UDC system losses and UFE assessed to each account by the UDC pursuant to the UDC’s delivery tariff and retail supplier coordination tariff shall be passed through to the Government as a gross up to metered usage.

Note 2: The blocks that will be purchased on Attachment I are estimated to be 70% of the Governments load. The remaining amount shall be purchased at the zonal Real-time market in accordance with Clause B19.46 BLOCK PURCHASES (ELECTRICITY) (DLA ENERGY JAN 2012), Subparagraph (a)(2) Electricity – Purchased at the Real-time Specific Utility Zone at Locational Marginal Prices (LMP).

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C804 STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY) (PORTFOLIO

APPROACH) (DLA ENERGY OCT 2017)

(a) STATEMENT OF WORK. The Contractor shall supply electricity, and any ancillary services required to deliver electricity to the Point of Delivery, for each account under the contract. The Contractor shall schedule and coordinate, and supply any ancillary services required for the delivery of electricity to the Service Point for each account. Charges incurred due to the Contractor's failure to abide by the terms of the applicable PJM tariffs and PJM

SPE600-17-R-0406 Page 9 of 62 agreements and/or the UDC Service Agreement shall be the responsibility of the Contractor. The Contractor is responsible for all costs required to meet its obligations under this contract, including but not limited to costs associated with deliveries of electricity to the Point of Delivery and with scheduling and coordination for delivery of electricity to the Service Point for each account. The Contractor shall be liable for any and all penalties and/or additional costs assessed to the Government for the nondelivery of the electricity requirements in accordance with paragraphs (f) and (m) of Tailored 52.212-4, CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS, as incorporated into this contract.

(b) INVOICE AND PAYMENT. The Government will utilize/allow Dual Billing for any and all applicable awards made under this solicitation. All costs associated with billing shall be included in the offered price. The Government will not pay any additional charges for billing services. In addition to the requirements set forth in FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS Paragraph (g), each Contractor invoice to each account shall include the following information:

(1) Installation name, Contract Line Item Number, and individual account information (Account Number, Meter Number, and Service Location)

(2) Billing period for each account

(3) Total consumption (kWh) for each account for the billing period

(4) Total Energy Charge for the account for the billing period

(5) Capacity Costs and its associated cost for the billing period

(6) Transmission Costs for the billing period

(7) Renewable Energy Credits for the billing period

(8) Transmission Congestion and PJM Losses for the billing period

(9) Supply Service Fee for the billing period

(10) All information required by the PUC/PSC to be included on customer invoices.

(11) Passed through Other Market Charges for the billing period

(12) For all Pennsylvania line items, the PA Gross Receipts Tax (GRT) shall not be included in the offered unit prices. It shall be billed and as a separate line item.

To calculate the Total Energy Charge (Number 4 above) for each account the Contractor shall provide on each invoice, a per-account energy usage break down (hour-by-hour with the corresponding firm fixed price block rates and LMP rates for all applicable firm fixed price blocks for each hour. To calculate the Account Capacity Obligation for each account (Number 5 above) and the associated costs, please see Clause B19.46 BLOCK PURCHASES (ELECTRICITY) (DLA ENERGY JAN 2012), Subparagraph (c)(2) Capacity Costs.

Contractor shall provide an electronic copy of each account invoice to DLA Energy along with a summary accounting of total charges, i.e., the sum of charges to each of the accounts. The summary accounting of total charges shall include all of the elements contained in the account invoice aggregated over all accounts.

To expedite the review and certification, invoices shall be in Excel format and presented via electronic mail (e-mail) or a web-based solution.

Note: If a Contractor is unable to issue a bill based on actual costs due to the failure of the ISO to transmit the subaccount settlement charges to the Contractor, the Contractor may issue a bill based on an estimated invoice for the affected account. The Contractor must inform the customer of the reason for the issuance of the estimated bill, and the

SPE600-17-R-0406 Page 10 of 62

Government reserves the right to obtain documentation relating to the efforts taken by the Contractor to obtain the settlement charges. For estimated billing purposes, the estimate of usage provided by the UDC shall be used first. If no such UDC estimate is available, the Contractor shall use the relevant monthly consumption data (as the estimate) included in the applicable Installation Data Sheet, adjusted for the number of days. All estimated bills shall be trued up on the next billing cycle.

(c) METERING AND METER READING SERVICES. Will be provided by the incumbent UDC for each account.

(d) SCHEDULING AND SUPPLY MANAGEMENT. It shall be the Contractor's responsibility to schedule deliveries for each account awarded for the period of performance specified herein. The Contractor shall be responsible for supply management and overall coordination of production, transmission, and distribution of electrical power to the Service Point of each account identified in the contract. As such, the Contractor shall be knowledgeable of and responsible for imbalance policies, transmission grid losses, transmission congestion charges and UDC line losses for the delivery of electricity to the Service Point of each account under the contract. The Contractor must meet all applicable state and federal requirements necessary to successfully complete this contract. The Government will not pay any costs associated with the Contractor's failure to deliver electrical power at the Point of Delivery sufficient to meet the demand at the Service Point of each account under the contract or to schedule and coordinate for the delivery of electricity to each Service Point.

(e) RECORD KEEPING. The Contractor shall keep records of data required to bill in accordance with the utility tariff of each account (demand and consumption data) in an electronic database format compatible with Microsoft Access or a spreadsheet format compatible with Microsoft Excel. The Contractor shall also retain all supporting PJM invoices and billing reports associated with each of the PJM Sub-accounts dedicated to the various Government accounts. These records shall be made available to DLA Energy or to any party designated by DLA Energy as authorized to request this data. In the event that the Contractor maintains records on demand and consumption data in addition to that required to bill in accordance with the utility tariff, said data shall also be made available to DLA Energy or to any party designated by DLA Energy as authorized to request this data. The Contractor shall provide (or make available) to DLA Energy or to any party designated by DLA Energy, interval data (for those accounts with an interval meter) in Microsoft Excel format, on a monthly basis throughout the entire delivery term of any resultant contract.

(f) ORDERING. Orders shall be made in accordance with the I800, ELECTRICITY ORDERING PROCEDURES contract text.

(g) POINT OF DELIVERY. For this solicitation and any resulting contract, the delivery point for each account is defined as an interconnect with the UDC owned or controlled transmission or distribution systems.

(h) SERVICE POINT. For this solicitation and any resulting contract, the Service Point is defined as the meter(s) indicated for each account awarded.

(i) SPECIFICATIONS. The electricity provided under this contract shall conform to the tariff of the transmitting and/or distributing utility at the Point(s) of Delivery specified in the Schedule.

(j) PJM SUB-ACCOUNTS. Under the resulting contract, DLA Energy shall require that the Contractor establish a PJM Sub-account for each of the relevant UDC zones. The establishment of PJM Sub-accounts shall be used to facilitate the assignment of pass-through charges to the Government for the account(s) served under the applicable PJM Sub-account.

SPE600-17-R-0406 Page 11 of 62

Note: The Contractor will have one invoice for each utility distribution company (UDC) zone, which will need to be allocated to each government customer in the zone. Allocation of all cost elements on the UDC zone invoice on the basis of NSPL is not acceptable. Allocation of cost elements shall be based on relevant billing determinants. DLA Energy and the Contractor will come to agreement on the method of cost allocation following award of the contract.

SECTION D – PACKAGING AND MARKING

Not Applicable

SECTION E – INSPECTION AND ACCEPTANCE

The offeror shall comply with FAR 52.212-4(a), Contract Terms and Conditions – Commercial Items, Inspection/Acceptance.

SECTION F – DELIVERIES OR PERFORMANCE

Not Applicable

SECTION G – CONTRACT ADMINISTRATION DATA

Not Applicable

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H800 NOTIFICATION OF TARIFF/RATE CHANGES (ELECTRICITY) (DLA

ENERGY FEB 2013)

The Contractor shall use commercially reasonable efforts to provide the Contracting Officer with written notice (email notifications are acceptable) received by the Contractor of any relevant changes to the transportation tariff/rate or the scheduling of a tariff/rate hearing that would reasonably be expected to have impact on the installations within a commercially reasonable time frame (five business days). Failure of the Contractor to comply with this provision shall not be grounds for termination for cause.

Part II -- Contract Clauses

SECTION I – CONTRACT CLAUSES

FAR Clauses

52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(ELECTRICITY) (TAILORED) (DLA ENERGY) (JAN 2017)

(a) INSPECTION/ACCEPTANCE. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance

SPE600-17-R-0406 Page 12 of 62 will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) ASSIGNMENT. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Government-wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) CHANGES. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) DISPUTES. This contract is subject to 41 U.S.C. chapter 71,Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) DEFINITIONS. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) EXCUSABLE DELAYS (TAILORED). 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, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, civil disturbance, hostile forces, terrorist acts or transmission failure. An excusable delay or similar event suffered by an independent service operator (ISO) (or an equivalent of an ISO) or a utility distribution company (or electric distribution company or transmission distribution services provider) shall constitute an excusable delay hereunder. 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 provide notice to the Contracting Officer of the cessation of such occurrence. Upon delivery of notice of the occurrence of an excusable delay, the obligations of the Contractor shall be suspended to the extent affected by such excusable delay.

(g) INVOICE.

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(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include --

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer— System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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(h) PATENT INDEMNITY. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid

SPE600-17-R-0406 Page 15 of 62 within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

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(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) RISK OF LOSS. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) TAXES (TAILORED).

(1) The contract price includes all applicable Federal, State, and local taxes and duties in effect at contract signing.

(2) After-imposed Federal, State, or local tax, as used in this DLA Energy FAR Tailored clause, means any new or increased Federal, State, or local excise tax or duty, or tax that was exempted or excluded on the contract award date but whose exemption was later revoked or reduced, or whose computation was later changed during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax, income tax, or other employment taxes. The contract price shall be increased by the amount of any after-imposed Federal, State or local tax, provided the Contractor warrants, in writing, that no amount for such newly imposed Federal, State, or local excise tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise.

(3) After-relieved Federal, State, or local tax, as used in this DLA Energy FAR Tailored clause, means any amount of Federal, State, or local excise tax or duty that would otherwise have been payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax, income tax, or other employment taxes.

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

(l) TERMINATION FOR THE GOVERNMENT'S CONVENIENCE (TAILORED).

(1) In accordance with all applicable state and local distribution company regulations, the Government reserves the right to terminate this contract with respect to any or all contract quantities, for its sole convenience. In the event of such termination, the Contractor shall cease deliveries hereunder with respect to such terminated contract quantities on the first allowable date subsequent to such termination according to the applicable tariff sheets of the local distribution company. The Contractor shall cause any and all of its suppliers and subcontractors to cease work related to this contract prior to the date and time specified by the Government for the termination. Subject to the terms and conditions of this contract, the Contractor shall be paid for electricity delivered under the contract prior to the date and time specified by the Government for the termination of any or all contract quantities plus any additional energy the Contractor is required to deliver for the Government’s account under applicable location distribution company tariff sheets.

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(2) In the event of a termination for convenience, the Government shall pay the Contractor the termination value, if positive, calculated by the following formula:

(3) In the event that the Government elects to terminate on a date other than the end of a month or at the end of the summer/non-summer season, as defined by applicable local distribution company and tariff, the estimated remaining contract quantity will be calculated by prorating the partial month or partial season of service.

(4) In the event of a termination for convenience, the Government’s liability shall be limited to the termination value calculated in accordance with the provisions of this DLA Energy FAR Tailored clause.

A = Σ ((B - C)*D) + Σ ((F – G)*H) + J

Where--

A = Termination value.

B = Block purchase price (per kWh) for each converted block.

C = Forward market bid price per kWh, defined herein.

D = Contract quantity in kWh for each converted block.

F = Price at which forward capacity (per MW) was purchased, as directed by the Government.

G = Forward market price for capacity, per MW.

H = The quantity (in MW) of capacity purchased on a forward basis, as directed by the Government.

J = The Contractor’s unmitigated cost for forward purchased ancillary services acquired by the Contractor to serve the Government load or other unmitigated costs incurred by the Contractor to serve the Government load, defined herein.

(5) If the termination value on the date of termination is negative, the Contractor shall not be entitled to any payment.

(6) The forward market bid price for electric power shall be defined as the block price at PJM West Hub for a term equal to the remaining term of the block. The forward market price for capacity shall be defined as the capacity price for the relevant delivery point for a term equal to the remaining term of the capacity contracted. The forward market prices will be determined by the Contractor in a commercially reasonable manner, which may include polling energy brokers/capacity brokers on the date of termination. The Government shall have the right to audit forward market price data obtained by the Contractor.

(7) The cost incurred by the Contractor for forward purchased ancillary services, or other cost items, to the extent that these incurred costs cannot be mitigated through market sale or other means, may be recovered by the Contractor in the event of a termination for convenience of the Government upon a showing by the Contractor that the costs for ancillary services (or other costs) to serve the Government load were reasonably incurred, reasonable efforts were made by the Contractor to mitigate the costs, that the costs incurred by the Contractor were for the sole purpose of serving the Government load. The recoverable costs shall be limited to the direct costs for ancillary services forward purchased by the Contractor to serve the Government load or other unmitigated direct costs incurred by the Contractor to serve the Government load and shall not include any Contractor administrative costs, transaction costs, overhead costs, or other indirect costs.

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(8) In the event of a termination for convenience, the Government’s liability shall be limited to the termination value calculated in accordance with the provisions of this DLA Energy FAR Tailored clause.

NOTE: No settlement will be provided for energy outside of block purchased energy.

(m) TERMINATION FOR CAUSE. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) TITLE (TAILORED). Title to the electricity supplied by the Contractor under this contract shall pass to the Government upon delivery at the delivery point specified in the Schedule. The Contractor warrants that the electricity delivered to the Government under this contract will be free and clear of any liens, claims and encumbrances arising prior to delivery at the delivery point specified in the Schedule.

(o) WARRANTY (TAILORED). The Contractor warrants and implies that the electricity delivered…