SPE60419R0403A0001.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NO.

4. REQUISITION/PURCHASE REQ. NO.

See Block 14

5. PROJECT NO. (If applicable)

6. ISSUED BY CODE SPE604 7. ADMINISTERED BY (If other than Item 6) CODE

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

CODE FACILITY CODE

SPE60419R0403

X

2019 FEB 20

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

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

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

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

12. ACCOUNTING AND APPROPRIATION DATA (If required)

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

IN ITEM 10A.

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

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

E. IMPORTANT: Contractor is not, X is required to sign this document and return 1 copies to issuing office.

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

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

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

NSN 7540-01-152-8070

Previous edition unusable

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA FAR (48 CFR) 53.243

16B. UNITED STATES OF AMERICA15B. CONTRACTOR/OFFEROR

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

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

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

DLA ENERGY

INSTALLATION ENERGY

8725 JOHN J. KINGMAN ROAD

FORT BELVOIR VA 22060

15C. DATE SIGNED 16C. DATE SIGNED

D. OTHER (Specify type of modification and authority)

3. EFFECTIVE DATE

See Attached Continuation Sheet(s).

(X)

CHECK ONE

9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

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

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

CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 2 OF 3 PAGES

SPE60419R0403 - 0001

CONTINUED ON NEXT PAGE

SECTION A - SOLICITATION / CONTRACT FORM

1. SF1449 BLOCK 8. OFFER DUE DATE/LOCAL TIME has been amended to correctly state 2019 MAR 21 AT 01:00PM.

2. Continuation of SF 1449, Block 8 is amended to add the following sentence:

The date for the submission of prices will be 16 April 2019 at 10:00 am local to Fort Belvoir, Virginia. Pricing will be conducted in accordance with Procurement Text L09 Reverse Auction via the Procurex Reverse Auction platform.

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

3. B1.08 Table amended to increase CLIN 0004 accounts from 3 to 4.

4. B1.08 Table amended to increase CLIN 0004 kWh total from 9,316,450 to 9,391,402.

5. B1.08 Table amended to increase TOTAL accounts from 10 to 11 and increase kWh Estimate from 297,696,984 to 297,771,936

SECTION C - STATEMENT OF WORK / SPECIFICATIONS

6. Note added to C800 STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY) (DLA ENERGY JAN 2012)

(b) INVOICE AND PAYMNENT - NOTE: CLIN 0002 will use Wide Area Workflow (WAWF) for invoice and payments.

SECTION I - CONTRACT CLAUSES

7. DFARS 252.232-7006 WIDE ARE WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013) is hereby incorporated into the solicitation

8. I1.201- CLAUSES AND PROVISIONS INCORPORTATED BY REFERENCE (DLA ENERGY JAN 2012), SubParagraph (e)(1) is amended to remove the following provision from the solicitation:

DFARS 252.204-7008 Compliance with Safeguarding Covered Defense Information Controls (Oct 2016) is hereby removed.

CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 3 OF 3 PAGES

SPE60419R0403 - 0001

SECTION J - LIST OF ATTACHMENTS

List of Attachments

File Name Description ATTACH_Installation_Data

_Sheet Attachment I -

ATTACH_SPE60419R0403

A0001

SPE60419R0403A

SPE60419R0403 Page 2 of 36

MISO 2019

Part I – The Schedule

SECTION A – SOLICITATION / CONTRACT FORM

Continuation of SF 1449, Block 8 This date refers to only the non-price proposal requirements of this Request for Proposal (RFP).

Offerors shall submit all Non-Price Proposal elements and all other required documents pursuant to Section L of this RFP. Offerors are encouraged to submit their proposals early as pricing is not required prior to the date/time defined in SF 1449, Block 8.

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.

*E-mails 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 e-mail delays, DLA Energy requests that any correspondence from Non-DoD Entities allow at least 24 hours to be received.

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

The date for the submission of prices will be 16 April 2019 at 10:00am local to Fort Belvoir, Virginia.

Pricing will be conducted in accordance with L09 via the Procurex Reverse Auction platform.

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B1.08 SUPPLIES TO BE FURNISHED (ELECTRICITY) (DLA ENERGY JAN 2012)

(a) The contract quantities shown below are best estimates based on historical data 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 text. 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, public utility commission, the applicable NERC region, and those NERC Regions that border the applicable NERC Region.

SPE60419R0403 Page 3 of 36

SECTION B, TABLE 1 – UTILITY/REGION:

Applicable NERC Region:

Applicable

ISO/RTO:

Public Utility Commission: Utility:

Illinois MISO MISO Illinois Commerce Commission (ICC) Ameren Electric Utility Company (Ameren Illinois)

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

Contract Line Item Number

(CLIN)

Location/ Installation Name

Number of

Accounts

Estimated Quantity (kWh)

Installation Data Sheet Name(s)

0001 US Army Corps of Engineers (USACE) 2 7,179,254

Combined Installation Data Sheet.xlsx

See Attachment I

0002 Scott Air Force Base (SAFB) 4 244,866,228

0003 US Department of Agriculture (USDA) 1 36,315,052

0004 Air National Guard (ANG) 4 9,391,402

TOTAL: 11 297,771,936

(d) The Government is soliciting offers for a 24-month delivery period (from the meter read date occurring in the month of May 2019 through the meter read date occurring in the month of May 2021). Specifics for each line item are provided with each individual Installation Data Sheet. The information includes: (1) Line Item Number, (2) Location, (3) Local Electric Utility, (4) Current Tariff Rate, (5) Utility Account Number; (6) Contract Performance Period, (7) Monthly Consumption and Demand Data; and (8) Interval Data.

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 basis for electricity. Prices shall include the following charges: energy, capacity, transmission, ancillary services, MISO transmission losses, UDC losses, and independent system operator/regional transmission organization fees (all retail supply costs) to the service point as specified in this solicitation (all retail supply costs) to the service point as specified in this solicitation.

- FERC Order 745 charges shall be handled as a direct pass-through with no additional markup to the Government.

- Pursuant to 83 III. Adm. Code 455.110, Alternative Retail Electric Suppliers (ARES) will have a 0% load coverage in RPS compliance beginning 1 June 2019. This charge should be billed as a direct pass through for the time before 31 May 2019 and will not be accepted after 1 June 2019.

- The Illinois RPS - The Contractor shall provide documentation indicating compliance with IL's RPS under a resultant contract award. The costs associated with state RPS compliance are to be expressed as a per-kWh charge, applicable to the account and concluded 31 May 2019. The RPS compliance shall be satisfied through the purchase of RECs and the IL ACP program.

(f) Offerors may submit prices on all, some or none of the line items contained in the solicitation.

(g) The Government is soliciting unit prices consistent with and reflecting the structure established in the applicable tariffs. The following symbols have been established for the applicable line items: Not applicable.

http://www.fbo.gov/

SPE60419R0403 Page 4 of 36

SECTION C – STATEMENT OF WORK/SPECIFICATIONS

C800 STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY) (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. All quantities ordered by the Government 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. FAR 52.212-4 (g) is incorporated by reference as it is a mandatory commercial clause. However, although the purchase of electricity is entirely commercial, the billing of electricity does not squarely fall into the reasonable requirements the Government mandates for other commercial products to be invoiced. Under the authority of FAR 52.215-8 Order of Precedence, the Government’s explicit invoice and payment instructions in C800 supersedes FAR 52.212-4(g).

The Government will utilize/allow Consolidated UDC Billing (also known as Single Bill Option in Ameren) for CLIN 0001. The contractor must submit all invoice information to the appropriate UDC under the terms of the applicable Retail Access Rule, in accordance with terms of its UDC Service Agreement. All invoicing shall be based on metered quantities at the service point for each account. The contractor may only invoice for charges allowed under the terms and conditions of the contract. Any costs associated with Consolidated UDC Billing shall be the responsibility of the Contractor and shall be included as part of the offered price.

The Government will utilize/allow Dual Billing for CLINs 0002, 0003, and 0004. All invoicing shall be based on meter quantities at the service point for each account. The Contractor may only invoice for charges allowed under the terms and conditions of the contract. Any costs associated with billing shall be the responsibility of the Contractor and shall be included as part of the offered price. Each invoice shall be prepared in a manner consistent with and shall conform to the applicable PUC requirements for Dual Billing. In addition to the requirements set forth in FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS Paragraph (g), each contractor invoice shall include the following information for Dual Billed accounts, if available from the UDC:

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

The invoice shall also include the Supplier’s information such as logo, address, point of contact (name and phone number), and wiring information.

(2) Billing period for each account.

(3) Total consumption for each account (broken down by Peak, Off-Peak, Semi-Peak, if available).

(4) Total Energy Charge (broken down by energy charges and demand charges, if available).

(5) Demand information for each account (broken down by Peak, Off-Peak, Semi-Peak, if available).

(6) Charges for services broken out in detail for each account in a manner consistent with the terms

SPE60419R0403 Page 5 of 36 and conditions of the contract and the applicable PUC requirements.

(7) All information required by the applicable PUC to be included on customer invoice.

(8) If customer questions information on an invoice, supporting documentation is required before payment will be made.

The paying offices for each installation awarded under any resultant contract will be identified below.

Supplier coordination with the local utility will be necessary to ensure that these customers receive identical billing data from both the supplier and the local utility (i.e. commodity and wire charges must be based on the utility’s billing cycle).

If a Contractor is unable to issue a bill based on actual meter reading due to the failure of the UDC to obtain or transmit a meter reading to the Contractor, the Contractor may issue a bill based on an estimated reading fifteen (15) calendar days following the meter read date for the affected account. The Contractor must inform the customer of the reason for the issuance of the estimated bill, and the Government reserves the right to obtain documentation relating to the efforts taken by the Contractor to obtain the meter read data. For estimated billing purposes, the estimate of usage provided by the UDC shall be used first. If no such UDC estimate is available, the Contractor shall use the relevant monthly consumption data (as the estimate) included in the applicable Installation Data Sheet, adjusted for the number of days. All estimated bills shall be trued up on the next billing cycle.

**NOTE: CLIN 0002 will use Wide Area Workflow (WAWF) for invoice and payments.

(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 text.

(g) POINT OF DELIVERY. For this solicitation and any resulting contract, the delivery point for each account is defined as an interconnect with the UDC owned or controlled transmission or distribution system and where applicable, Contractor will schedule to the Residual Aggregate point of

SPE60419R0403 Page 6 of 36 delivery.

(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 I.

(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 Contract Terms and Conditions – Commercial Items, Paragraph (a) 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 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. Failure of the Contractor to comply with this contract text shall not be grounds for termination for cause.

Part II – Contract Clauses

SECTION I – CONTRACT CLAUSES

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (OCT 2018)

(ELECTRICITY) (TAILORED) (DLA Energy) (JUL 2013)

NOTE: INSTRUCTIONS HAVE BEEN TAILORED TO BE MORE CONSISTENT WITH

COMMERCIAL PRACTICE UNDER FAR PART 52.212-4. ALL OTHER INSTRUCTIONS

INCLUDED IN FAR 52.212-4 ARE HEREBY INCORPORATED BY REFERENCE (SEE BLOCK

27A OF STANDARD FORM 1449).

(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, 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

SPE60419R0403 Page 7 of 36

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.

(k) TAXES.

(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.

(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 t 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.

(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:

(i) Firm Fixed Price: A = Σ (B - C)*D Where-- A = Termination value.

B = Award price for each usage period for each season.

C = Forward market bid price, defined herein.

D = Contract quantity for each usage period for each season (based on data listed in the Installation Data Sheet).

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

(B) The forward market bid price shall be defined as the average of on and off peak prices at the MISO zone where the installation is located for a term equal to the remaining term of the

SPE60419R0403 Page 8 of 36 contract. The forward market price will be determined by the Contractor in a commercially reasonable manner, which may include polling energy brokers on the date of termination. The Government shall have the right to reasonably audit forward market price data obtained by the Contractor.

(C) 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.

(D) 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 tailored clause.

(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. 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. 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 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.

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

OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (JAN 2019)

(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) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub.

L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31U.S.C.3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 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:

SPE60419R0403 Page 9 of 36

[Contracting Officer check as appropriate.]

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).

X (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 (June 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 2018) (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 (Oct 2018) (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 Set-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 (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

X (17)(i) 52.219-9, Small Business Subcontracting Plan (Aug2018) (15 U.S.C. 637(d)(4)) __ (ii) Alternate I (Jan 2017) of 52.219-9.

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

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

__ (v) Alternate IV (Aug 2018) 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)).

X (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 Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

X (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

SPE60419R0403 Page 10 of 36

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec2015) (15 U.S.C.

637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O.11755).

X (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2018) (E.O.13126).

__ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (28)(i) 52.222-26, Equal Opportunity (Sept 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

X (29)(i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

__ (i) Alternate I (July 2014) of 52.222-35.

X (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.793).

__ (ii) Alternate I (July 2014) of 52.222-36.

X (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

X (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (33)(i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O.

13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

X (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun2016) (E.O. 13693).

__ (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C.

8259b).

__ (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

X (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

__ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (44) 52.223-21, Foams (Jun2016) (E.O. 13693).

X (45)(i) 52.224-3 Privacy Training (Jan2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

__ (46) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C.chapter 83).

__ (47)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014)

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(41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

X (48) 52.225-5, Trade Agreements (Aug 2016) (19 U.S.C.2501, et seq., 19 U.S.C. 3301 note).

X (49) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov2007) (42 U.S.C.

5150).

__ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) (42 U.S.C. 5150).

__ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.4505, 10 U.S.C.2307(f)).

__ (54) 52.232-30, Installment Payments for Commercial Items (Jan2017) (41 U.S.C.4505, 10 U.S.C.2307(f)).

X (55) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct2018) (31 U.S.C. 3332).

__ (56) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C.3332).

__ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C.3332).

__ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

X (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C.

637(d)(12)).

__ (60)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C.Appx.1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

__ (iii) Alternate II (Feb 2006) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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.]

__ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014)(E.O. 13495).

__ (2) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67).

__ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C.

206 and 41 U.S.C. chapter 67).

__ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (Aug 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) (29 U.S.C.206 and 41 U.S.C.chapter 67).

SPE60419R0403 Page 12 of 36

__ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C.chapter 67).

__ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C.chapter 67).

__ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

__ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706).

__ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

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

3509).

(ii) 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)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub.

L. 115-91).

(iv) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C.637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(v) 52.222-17, Nondisplacement of Qualified Workers (May2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

SPE60419R0403 Page 13 of 36

(vii) 52.222-26, Equal Opportunity (Sept 2015) (E.O.11246).

(viii) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C.4212).

(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.793).

(x) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C.4212)

(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xii) 52.222-41, Service Contract Labor Standards (Aug 2014) (41 U.S.C. chapter 67).

(xiii)

(A) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O 13627).

(B) Alternate I (Mar2015) of 52.222-50(22 U.S.C. chapter 78 and E.O 13627).

(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May2014) (41 U.S.C.chapter 67).

(xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C.chapter 67).

(xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E.O. 12989).

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xviii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O.

13706).

(xix)

(A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

(B) Alternate I (Jan 2017) of 52.224-3.

(xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx.1241(b) and 10 U.S.C.2631). Flow down required in accordance with paragraph

(d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

DFARS 252.232-7006 WIDE ARE WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

APPLICABLE TO CLIN 0002 ONLY

(a) Definitions. As used in this clause—

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

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

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

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

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

(1) Have a designated electronic business point of contact in the System for Award

SPE60419R0403 Page 14 of 36

Management at https://www.acquisition.gov; and

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

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

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

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

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

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

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

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

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

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

Routing Data Table* Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC Issue By DoDAAC Admin DoDAAC Inspect By DoDAAC Ship To Code Ship From Code Mark For Code Service Approver (DoDAAC) Service Acceptor (DoDAAC) Accept at Other DoDAAC LPO DoDAAC DCAA Auditor DoDAAC Other DoDAAC(s) (*Contracting Officer: Insert applicable DoDAAC information or “See schedule” if multiple ship to/acceptance locations apply, or “Not applicable.”)

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

SPE60419R0403 Page 15 of 36 payment request.

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

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

(g) WAWF point of contact.

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

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

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

FAR 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond September 30, 2019. The Government’s obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond September 30, 2019, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

I1.20-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (DLA ENERGY JAN

2012)

(a) This contract text incorporates contract clauses and solicitation provisions by reference with the same force and effect as if they were…