SPE600-17-R-0406.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 17

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

SPE600-17-R-0406 Page 2 of 67

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 67

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 67

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 5977820000 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 67

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 JAN 2012)

The total amount charged by the Contractor each month shall equal the sum of charges for:

(a) Energy, (b) Other Market Fees/Charges and (c) the Supply Service Fee.

(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 the PJM West Hub, with the remainder of the electricity requirement at the specific utility zone Locational Marginal Prices (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 the schedule for block purchases, block sizes, and the number of blocks to be purchased, without change to the Contractor’s Supply Service Fee. If the Government modifies the block purchase schedule, the Government will forward to the Contractor a revised “Block Purchase Schedule” for Contractor signature of acknowledgement. The Contractor shall return the signed and approved contract modification containing the revised Block Purchase Schedule to the Government within 5 calendar days. The Contractor shall execute the block purchases in accordance with the revised schedule. Any modification to the Block Purchase Schedule shall not exceed 36 months beginning one month subsequent to the date when the Government directs the Contractor to make a block purchase, unless different terms are mutually agreed upon.

(ii) All blocks shall be of a size not less than 5 megawatts and 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 price quotes, or at least four if one of the quotes is from a Contractor affiliate. Pursuant to FAR 52.212-5 (d), Comptroller General Examination of Record (as shown below in this solicitation), the Government has the right to audit the price quotes or other information http://www.fbo.gov/

SPE600-17-R-0406 Page 6 of 67 submitted by the Contractor’s electricity suppliers in order to verify price reasonableness and best value. Within one (1) hour of receiving notification from the Contractor regarding the proposed price of a firm-fixed price block, the Government will notify the Contractor of its preliminary decision to request a refreshed executable firm-fixed price for the block. Within one (1) hour of the Government’s notification, the Contractor shall provide a refreshed, executable firm-fixed price for the block to the Government, at which time the Government may direct the Contractor to purchase the block at the refreshed, executable price. 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 hour 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 the Real-Time Specific Utility Zone at Locational Marginal Prices (LMP)

Pricing for Quantities Outside Established Blocks of Electricity

(i) If, in any hour (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 provision, 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 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 [Insert Utility Zone/Aggregate] where--

EDA is the Electricity Deficiency Adjustment

ED is the Electricity Deficiency

The following utility zones/aggregates are the applicable Day-Ahead hourly LMP values as posted on the PJM website:

ACE Atlantic City Electric BG&E Baltimore Gas and Electric Delmarva Delmarva Power Duquesne Duquesne Light Power

SPE600-17-R-0406 Page 7 of 67

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 Government’s Actual Consumption for the Settlement Period as measured against the Settlement Period Benchmark Quantity. Excess Electricity is calculated by subcontracting the Settlement Period Benchmark Quantity from the Actual Consumption for the Settlement Period. The Excess Electricity Adjustment is a charge to the Government.

Expressed as a formula, the Excess Electricity Adjustment is EEA = EE x [Insert Utility Zone/Aggregate + SSF] where--

EEA is the Excess Electricity Adjustment

EE is the Excess Electricity

The following utility zones/aggregates are the applicable Day-Ahead hourly LMP values as posted on the PJM website:

ACE Atlantic City Electric BG&E Baltimore Gas and Electric Delmarva Delmarva Power Duquesne Duquesne Light Power

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) OTHER MARKET CHARGES. The charges (other than electricity) that are not included in the Supply Service Fee, are identified below and shall be invoiced in accordance with the INVOICE clause:

PARAGRAPH (b) WILL BE UPDATED VIA AMENDMENT.

(c) SUPPLY SERVICE FEE. The Government shall pay the Contractor the product of the fixed fee (Supply Service Fee) and the account’s total electricity consumption in that month. Payment of this fee shall compensate the Contractor for all services performed, that are not specifically addressed by the Electricity and other Market Charges components described in this section. The Supply Service Fee shall be fixed and identical for each kWh supplied under this contract.

Note 1: 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 Day-Ahead 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).

Note 2: Under the resulting contract, DLA Energy will require that the Contractor establish a PJM Sub-account (or PJM Sub-accounts) for one or more of the relevant UDC zones. The establishment of one or more PJM Sub-accounts will be used to facilitate the assignment of pass-through charges to the Government for the accounts served under PJM Sub-account.

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

SPE600-17-R-0406 Page 8 of 67

C804 STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY) (PORTFOLIO

APPROACH) (DLA ENERGY JAN 2012)

(a) STATEMENT OF WORK. The Contractor shall supply electricity and any ancillary services required to deliver electricity to the point of delivery and for the scheduling and coordination of the delivery of electricity to the service point for each account under the contract.

The Contractor shall secure the fixed blocks of electricity in accordance with the attached schedule. All quantities ordered by the Government, both inside and outside the fixed blocks, shall be considered firm and guaranteed for delivery by the Contractor to the delivery point, and for scheduling and coordinating, for ultimate delivery to the service point for each account.

Charges incurred as a result of the Contractor's failure to abide by the terms of the applicable Retail Access rules and/or the UDC Service Agreement shall be the responsibility of the Contractor. With the exception of any and all transmission and distribution related charges payable by the Government to the UDC under the applicable tariff for each account (unless said charges are the result of the Contractor's failure to perform in accordance with the contract), the Contractor is responsible for all costs associated with deliveries to the delivery point and the scheduling and coordination for delivery of electricity to the service point for each account under the contract. The Contractor shall be liable for any and all penalties and/or additional costs assessed to the Government for the non-delivery of the firm requirements in accordance with paragraphs (f) and (m) of the CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS clause.

(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, Line Item, 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) Account Capacity Obligation and its associated cost for the billing period

(6) Transmission charges for the billing period

(7) Renewable Energy Portfolio Standard charges for the period

(8) Congestion charges

(9) Reconciliation charges

(10) Supply Service Fee for the billing period

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

(12) Passed through Ancillary Services Costs

(13) Reliability Must Run

(14) UDC Losses

(15) 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

SPE600-17-R-0406 Page 9 of 67 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 (b)(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. Contractor shall also provide to DLA Energy, on a quarterly basis, the calculation of the reconciliation charge applicable to invoices for the following quarter. This document shall be sufficiently detailed to facilitate DLA Energy review and verification.

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

(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 all accounts awarded for the time period 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 any contract. The Government will not pay any costs associated with the Contractor's failure to deliver electrical power at the delivery point 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. 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 ELECTRICITY ORDERING PROCEDURES contract provision.

(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 as described in Attachment III, Block 2.

SPE600-17-R-0406 Page 10 of 67

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

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 will not correct the defects or is not possible, the government may seek an equitable price

SPE600-17-R-0406 Page 11 of 67 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.

(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 --

SPE600-17-R-0406 Page 12 of 67

(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.

(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, SPE600-17-R-0406 Page 13 of 67 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 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

SPE600-17-R-0406 Page 14 of 67

(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.

SPE600-17-R-0406 Page 15 of 67

(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.

SPE600-17-R-0406 Page 16 of 67

(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.

SPE600-17-R-0406 Page 17 of 67

(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 hereunder conforms to the tariff of the transmitting and/or distributing utility at the delivery point specified in the Schedule.

(p) LIMITATION OF LIABILITY (TAILORED). Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for any consequential, special, incidental, punitive, exemplary or indirect damages or other business interruption damages except to the extent caused by a contractor’s or its agent’s gross negligence or willful misconduct.

(q) OTHER COMPLIANCES. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) COMPLIANCE WITH LAWS UNIQUE TO GOVERNMENT CONTRACTS. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) ORDER OF PRECEDENCE. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services;

(2) The Assignments; Disputes, Payments; Invoices; Other Compliances; and Compliance with Laws Unique to Government Contracts paragraphs of this DLA Energy FAR Tailored clause;

(3) The clause at 52.212-5;

SPE600-17-R-0406 Page 18 of 67

(4) Addenda to this solicitation or contract, including any license agreements for computer software;

(5) Solicitation provisions, if this is a solicitation;

(6) Other paragraphs of this DLA Energy FAR Tailored clause;

(7) Standard Form 1449;

(8) Other documents, exhibits, and attachments; and

(9) The specification.

(t) SYSTEM FOR AWARD MANAGEMENT (SAM). Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM 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 SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2) (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 SAM database;

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

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM 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.

https://www.acquisition.gov/

SPE600-17-R-0406 Page 19 of 67

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record 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 SAM database. Information provided to the Contractor’s SAM 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.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements…