SPE60418R0402_Combined_Synopsis_Solicitation.pdf

THE DEPARTMENT OF DEFENSE (DoD)

DEFENSE LOGISTICS AGENCY ENERGY(DLA ENERGY)

SIERRA ARMY DEPOT, DIRECT SUPPLY NATURAL GAS

REQUEST FOR PROPOSAL (RFP)

SPE604-18-R-0402

1. This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued.

2. Solicitation SPE604-18-R-0402 is issued as a request for proposal (RFP).

3. Solicitation SPE604-18-R-0402 and incorporated provisions and clauses in the following pages are those in effect through Federal Acquisition Circular 2005-96, effective November 6, 2017.

4. This solicitation is unrestricted. The associated NAICS Code is 211130 and the small business size standard is 1250 Employees.

5. The item to be acquired is Direct Supply Pipeline Quality Natural Gas, firm or firm equivalent deliveries with supply management to CLIN 0001 Sierra Army Depot in California for an estimated quantity of 207,665 Dekatherms (Dths).

6. The period of delivery is from March 1, 2018 through September 30, 2020. FOB:

Burnertip.

7. Proposals are due NLT 5:30 PM EST on Saturday, January 20, 2018. A SF1449 is not included because this is a combined synopsis solicitation. Offerors shall submit proposals in accordance with the instructions in this solicitation at SECTION L - INSTRUCTIONS, CONDITIONS, and NOTICES TO OFFERORS OR

RESPONDENTS.

8. A comprehensive description of the requirement, the applicable provisions and clauses, and attachments are available in the remainder of the document.

9. Points of contact are:

a. Colleen Fantasia, Contract Specialist, Colleen.Fantasia@dla.mil

b. Clare Sanchez, Contracting Officer, Clare.Sanchez@dla.mil

c. DLA Energy Small Business Office, dla.energy.osbp@dla.mil mailto:Colleen.Fantasia@dla.mil mailto:Clare.Sanchez@dla.mil mailto:dla.energy.osbp@dla.mil

TABLE OF CONTENTS

PART I SCHEDULE

SECTION B – SUPPLIES OR SERVICES

B-0001 B1.06 SUPPLIES TO BE FURNISHED (NATURAL GAS) 5

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

(NATURAL GAS)

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

SECTION C – STATEMENT OF WORK

C-0001 C700 STATEMENT OF WORK (NATURAL GAS) 7

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H-0001 H700 TRANSPORTATION ASSISTANCE AND NOTIFICATION OF TARIFF/RATE 12

CHANGES

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE 13

FAR 52.212-4

TAILORED PARAGRAPHS OF FAR CLAUSE 52.212-4 CONTRACT TERMS

AND CONDITIONS. ALL OTHER INSTRUCTIONS INCLUDED IN FAR

52.212-4 ARE HEREBY INCORPORATED BY REFERENCE

(SEE BLOCK 27A OF STANDARD FORM 1449, BLOCK 27A).

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS

FAR 52.216-19 ORDER LIMITATIONS 21

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE 22

DFARS 52.216-7010 REQUIREMENTS 23

DFARS 252.216-7006 ORDERING 24

I-0001 I174.03 SUPPLY COMMITMENTS FOR SMALL BUSINESS CONCERNS 24

(NATURAL GAS)

I-0002 I209.09 EXTENSION PROVISIONS 25

I-0003 I700 ORDERING 25

I-0004 I11.01-2 ADMINISTRATIVE COST OF TERMINATION FOR CAUSE –

COMMERCIAL ITEMS

SPE604-18-R-0402

12/21/2017

PART III – LIST OF DOCUMENTS, EXHIBITS, AND OTHER

ATTACHMENTS

SECTION J – LIST OF ATTACHMENTS 26

I. AREA OF SUPPLY INTEREST AND TECHNICAL COMPLIANCE

II. PAST PERFORMANCE INFORMATION – EXPERIENCE WITH END – USERS

III. SOLICITATION SCHEDULE PAGES

PART IV – REPRESENTATIONS AND INSTRUCTIONS

SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF

OFFERORS REPONDENTS

FAR 52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION 27

FAR 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO

INFLUENCE CERTAIN FEDERAL TRANSACTIONS

FAR 52.204-17 OWNERSHIP OR CONTROL OF OFFEROR (JUL 2016) 28

FAR 52.204-20 PREDECESSOR OF OFFEROR (JUL 2016) 29

FAR 52.209-2 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS—REPRESENTATION (NOV 2015)

FAR 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS 30

FAR 52.209-7 INFORMATION REGARDING REPONSIBILITY MATTERS 31

FAR 52.209-11 REPRSENTATION BY CORPORATIONS REGARDING DELINQUENT TAX

LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW (FEB

2016)

FAR 52.212 – 3/I OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL

ITEMS --ALTERNATE I

FAR 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS 48

DLAD 52.233-9001 DISPUTES: AGREEMENT TO USE ALTERNATIVE DISPUTE RESOLUTION 48

K-0001 K15 RELEASE OF PRICES 48

K-0002 K33.01 AUTHORIZED NEGOTIATORS 48

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

RESPONDENTS

L-0001 L705 INSTRUCTIONS TO OFFERORS 49

L-0002 L06 AGENCY PROTESTS (DEC 2016) 50

L-0003 L09 REVERSE AUCTION (OCT 2016) 50

FAR 52.204-7 SYSTEM OF AWARD MANAGEMENT (OCT 2016) 51

FAR 52.216-1

TYPE OF CONTRACT (APR 1984) 52

FAR 52.233-2 SERVICE OF PROTEST (SEP 2006) 52

FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

M-0001

SECTION M – EVALUATION FACTORS FOR AWARD

M2.16 EVALUATION – COMMERCIAL ITEMS (NATURAL GAS)

ADDENDUM

SOLICITATION ADDENDUM REGARDING PERIOD OF ACCEPTANCE OF OFFERS 54

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES

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

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

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

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

(d) Prices indicated hereunder shall be all inclusive and must include all applicable interstate/intrastate pipeline fuel loss, costs for nominations, marketer fees/profit, pooling, balancing, and storage unless indicated otherwise within the Schedule. Pricing shall not include fuel loss on the local distribution company (LDC) system unless indicated in the Schedule. Additionally, the pricing shall not include any Gross Receipts Tax or similar tax for which the Government may be liable. If applicable, these taxes would be paid by the Government as a separate line item on the invoice. See paragraph (b)(2) Adjustment Factor definition, of the ECONOMIC PRICE

ADJUSTMENT – MARKET PRICE AND TRANSPORTATION (NATURAL GAS).

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

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

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

NOTE: See Area of Supply Interest and Technical Compliance (Attachment I) for a list of LDCs and pipelines that serve DLA ENERGY customers. Also see the Schedule Pages (Attachment IV).

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

(NATURAL GAS) (DLA ENERGY NOV 2016)

(a) WARRANTIES. The Contractor warrants that—

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

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

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

(1) Supply Index Price (SIP) is the market price, expressed in dollars per dekatherm (Dth), specified in the publication/table listed in the Schedules. It measures the general rate and direction of price movements within a market. However, it does not indicate a mandatory source of supply or area where offerors must obtain gas supplies.

(2) Adjustment Factor (AF), as provided by offerors in the SUPPLIES TO BE FURNISHED contract provision, is a fixed price per unit of product to compensate an offeror for all costs of contract performance

SPE604-18-R-0402

including but not limited to supply costs, ALL transportation-related costs which includes ALL interstate/intrastate pipeline’s fuel loss, overhead costs, and margin insofar as these costs vary from the SIP.

Unless specified in the Schedule, any local distribution company (LDC) fuel loss should not be included in the AF. The AF is composed of two separately priced factors: the Summer AF, which will be used to calculate the contract unit price for deliveries from April 1 through October 31, and the Winter AF, which will be used to calculate the contract unit price for deliveries from November 1 through March 31.

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

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

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

(1) One price adjustment shall be executed for each month designating the applicable SIP and adjustment factor (Summer AF or Winter AF) for that month. The web location through which monthly price adjustments may be accessed is http://p2web.energy.dla.mil/pls/p2wp/gas_dfsc_pkg.gas_current.

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

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

(4) CALCULATIONS.

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

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

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

ALTERNATIVE I

(i) The Contractor agrees that any increase in the contract unit price pursuant to this contract provision shall not exceed 375 percent of the contract unit price effective at time of award. If market conditions warrant, the Government may initiate a contract ceiling increase.

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

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

ALTERNATIVE II

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

SPE604-18-R-0402

12/21/2017 http://p2web.energy.dla.mil/pls/p2wp/gas_dfsc_pkg.gas_current burnertip.

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

(6) REVISION OF MARKET PRICE INDICATOR. If the Contracting Officer determines that any applicable market price indicator is discontinued or its method of derivation is altered substantially the parties shall mutually agree upon an appropriate and comparable substitute and the contract shall be modified to reflect such substitute effective on the date the indicator was discontinued or altered. If the parties fail to agree on an appropriate substitute, the matter shall be resolved in accordance with paragraph (d), Disputes, of FAR Clause 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS clause of the contract.

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

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

(a) At any time during contract performance, the Government and the Contractor can mutually agree to convert any fixed price with economic price adjustment contract line item quantity to a firm-fixed price.

Either party can initiate such a proposal. The conversion may be effective for specific delivery month(s) or the remaining contract period.

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

(2) Price negotiations may be held. If the Government accepts a proposal, the contract will be modified to reflect the price(s), month(s) of delivery, and converted quantity that may be ordered each month.

Acceptance by the Government of the Contractor’s price proposal within the time limit allotted by the Contractor for acceptance of the price proposal shall be binding.

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

SECTION C – DESCRIPTION/SPECIFICATIONS

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

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

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

SPE604-18-R-0402

(c) DEFINITIONS.

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

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

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

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

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

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

(d) SUPPLY. Gas supply is considered firm.

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

(1) Full Requirements/Utility. The Contractor shall deliver all quantities as directed by the LDC. The Contractor shall invoice for the amounts dictated by the LDC. If a utility pass through option is not available or not selected, the Contractor shall invoice for the total amount supplied in the calendar month at the monthly contract order price (index plus all-inclusive fixed adjustment factor). If the utility pass through option is used, the Contractor shall invoice for the amount required by the utility for a full billing cycle using the monthly contract order price during which the majority of the days fell within the cycle.

The quantity to be supplied as directed by the local utility shall constitute an order on behalf of the Government. All costs to supply/service these accounts will be included in the fixed adjustment factor (or fixed price) as the Government will only pay the contract order price times the volume delivered to the

LDC.

(2) Full Requirements/Pool. The Contractor shall deliver all quantities necessary within each month to meet the installation’s full requirements. The Contractor shall invoice for the amount of natural gas delivered to the customer account(s) (to include amounts to cover LDC losses) times the monthly contract order price. All accounts shall be at a “zero balance” at the end of the month or billing/balancing cycle.

Any and all utility or pipeline costs passed through to the Contractor or customer resulting from the failure to achieve the zero balance shall be the responsibility of the Contractor. Any and all pooling costs must be

SPE604-18-R-0402

included in the all- inclusive adjustment factor or fixed price. The actual usage during the month or billing cycle shall constitute an order on behalf of the Government.

(3) Monthly Order Quantities. Each month the customer will order a quantity of natural gas based on anticipated usage. Such order shall be placed by two working days prior to the 25th of the month prior to the delivery period. Orders may be placed in writing (to include facsimile and electronic mail) or verbally, with verbal orders being confirmed in writing within one day. If the Government fails to place an order, the order shall become the estimated usage provided in the Schedule used to develop the pricing. The Contractor shall be responsible for any and all costs resulting from failure to keep the account within specified LDC or pipeline tolerances. The contract order price shall apply to all natural gas consumed within 10 percent of the ordered quantity. The 10 percent allowance only applies to quantities priced under fixed price with economic price adjustment provision. For any amounts used beyond 110 percent, the Government shall pay for all gas consumed beyond the 10 percent tolerance in accordance with the pricing mechanism indicated in the Schedule. If the Government should consume less than 90 percent of the ordered quantity, one of the following two scenarios will apply depending on the relationship between the pricing mechanism found in the Schedule and the first of month price:

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

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

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

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

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

(ii) The Government will compare its alternative fuel costs to the best obtainable market price for citygate delivery as supplied by the Contractor. If natural gas price provided is the least cost fuel alternative, the Government may place an order with the Contractor. For monthly orders, such order shall be placed by two working days prior to the 25th of the month prior to the delivery month. Orders

SPE604-18-R-0402

may be placed in writing or orally with verbal orders being confirmed in writing within one day.

Delivery, balancing, and invoicing shall be handled as in (3) above, Monthly Order Quantities. The Contractor shall provide evidence of competitive pricing or information supporting fair and reasonable pricing as required by the Government.

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

(g) ALTERNATE FUEL CAPABILITIES AND DISTRIBUTION INTERRUPTIONS. Where installations have the ability to interrupt their natural gas usage through the use of an alternate fuel and this ability is indicated in the Schedule, the Contractor and the Government may, through mutual agreement, decide to use the least cost fuel alternative. The agreement shall allow the Contractor to remarket Government ordered natural gas for an agreed upon period of time. The revenue generated beyond the first of month value of the natural gas shall be shared by the parties with 80 percent of the value going to the Government in the form of a credit on the following month’s invoice while 20 percent shall be retained by the Contractor. In the event that a customer is under an interruptible distribution rate and the customer is forced to curtail or partially curtail, or the LDC restricts customer usage as a result of an emergency order, the Contractor, if necessary, shall remarket the ordered undeliverable natural gas. If the remarketed value of the natural gas is less than the first of month price, the Contractor shall be made whole by the Government. If the value is greater, the revenue shall be apportioned as described herein. Any and all mutual agreements contemplated and completed under this provision MUST be done via the DLA Energy Contracting Officer. A contract modification MUST be completed prior to any actions being taken.

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

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

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

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

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

SPE604-18-R-0402

through mutual agreement. The Contracting Officer shall modify the contract to reflect the approval of the Contractor’s alternate plan.

(i) REFUSED OR ACCEPTED QUANTITIES.

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

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

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

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

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

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

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

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

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

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

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

SPE604-18-R-0402

appropriate credit to the Government on its invoice.

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

(m) INVOICING AND PAYMENT.

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

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

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

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

(iii) LDC Consolidated Billing. The LDC will invoice the customer for all Contractor and utility distribution costs. The Contractor will be paid for supply by the LDC. The billing method selected will depend upon the LDC rules and customer preferences which will be indicated in the Schedule. Dual Billing is the default methodology.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

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

CHANGES (NATURAL GAS) (DLA ENERGY APR 2007)

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

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

SPE604-18-R-0402

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINENANCE (OCT 2016)

(a) Definition. As used in this clause—

“Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

“Registered in the System for Award Management (SAM) database” means that—

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM database;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

“Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) The Contractor is responsible 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.

(c) (1)

(i) If a Contractor has legally changed its business name, doing business as name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but

SPE604-18-R-0402

12/21/2017 http://www.sam.gov/ 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; andAgree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(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.

(2) 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.

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.

(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(d) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.acquisition.gov.

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

(FEB 2012 TAILORED)

The following are tailored paragraphs of FAR Clause 52.212-4, CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS. All other terms and conditions included in FAR Clause 52.212-4 are incorporated by reference.

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

(k) TAXES.

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

SPE604-18-R-0402

12/21/2017 http://www.sam.gov/ https://www.acquisition.gov/

(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 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.

(n) TITLE. Title to the natural gas 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 natural gas 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. The Contractor warrants and implies that the natural gas delivered hereunder conforms to the tariff of the pipeline or utility at the delivery point specified in the Schedule. The measurement, testing, heating value, delivery pressure, and quality of natural gas delivered shall be in accordance with the terms and conditions of the delivery specifications of the applicable local distribution company (LDC) tariff and, in cases where there is no LDC, in accordance with the applicable interstate/intrastate pipeline. The Government shall not be obligated to purchase or pay for natural gas that either the LDC or the interstate/intrastate pipeline has refused to accept due to nonconformance with its specifications.

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

EXECUTIVE ORDERS – COMMERCIAL ITEMS (NOV 2017)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(3) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

SPE604-18-R-0402

_X__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

_X__ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Oct 2016) (Pub. L.

109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

___ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div.

C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

_X__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

_X__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

___ (10) [Reserved]

___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

___ (ii) Alternate I (Nov 2011) of 52.219-3.

_X__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (ii) Alternate I (Jan 2011) of 52.219-4.

___ (13) [Reserved]

___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

_X__ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637 (d)(4)).

SPE604-18-R-0402

___ (ii) Alternate I (Nov 2016) of 52.219-9.

___ (iii) Alternate II (Nov 2016) of 52.219-9.

___ (iv) Alternate III (Nov 2016) of 52.219-9.

___ (v) Alternate IV (Nov 2016) of 52.219-9.

___ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

___ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned…