SPE60425R0403 Fermi 2025 0002.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE 1 OF 21

DFFERDR TD COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000198357

2. CONTRACT NO. 3. AWARD/EFFECTIVE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE DATE

SPE604-25-R-0403 2025 FEB 21

a. NAME b. TELEPHONE NUMBER (No Collect 8. OFFER DUE DATE/

7. FOR SOLICITATION

LOCAL TIME

2025 MAR 25

INFORMATION CALL: Jessica Mayeaux DJM0282 calls)

Phone: 1-571-459-0097 01:00 PM

9. ISSUED BY CODE SPE604 10. THIS ACQUISITION IS 1:8:J UNRESTRICTED OR □SET ASIDE: %FOR:

□SMALL BUSINESS □ WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED DLA ENERGY □HUBZONE SMALL SMALL BUSINESS PROGRAM INSTALLATION ENERGY BUSINESS 8725 JOHN J. KINGMAN ROAD

□ EDWOSB FORT BELVOIR VA 22060 SERVICE-DISABLED NAICS: 221112

USA □ VETERAN-OWNED

SMALL BUSINESS 08(A) SIZE STANDARD: 950 employees

11. DELIVERYFOR FOB DESTINA- 12. DISCOUNT TERMS 13b. RATING TION UNLESS BLOCK IS □ 13a. THIS CONTRACT IS A MARKED RATED ORDER UNDER 14. METHOD OF SOLICITATION

1:8:1 SEE SCHEDULE

DPAS (15 CFR 700)

□ RFQ □ IFB 1:8:1 RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE I

SEE SCHEDULE

17a. CONTRACTOR/ CODE I I FACILITY �8a. PAYMENT WILL BE MADE BY CODE I OFFEROR CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

OFFER BELOW IS CHECKED □ SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

See Schedule

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

1:8:J 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

□ 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

1:8:J ARE

DARE

□ ARE NOT ATTACHED

□ ARE NOT ATTACHED

1:8:J 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _1_ □29. AWARD OF CONTRACT: REF OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED . YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or Print)

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or Print) 31c. DATE SIGNED

STANDARD FORM 1449 (REV. 212012)

Prescribed by GSA - FAR (48 CFR) 53.212

SPE60425R0403 0002 Amendment 0002

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 2

SECTION A – STANDARD FORM (SF) 1449 ON PAGE 1

SECTION B – CONTINUATION BLOCK OF SF 1449

Questions regarding this solicitation must be submitted in writing via email to dlaenergy.eteam@dla.mil no later than 7 March 2025. The Government may not provide answers prior to the date and time provided on SF 1449, block 8.

CONTINUATION OF SF 1449, BLOCK 8 OFFER DUE DATE

This date refers only to 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.

Prices shall be submitted via a reverse auction on a date and time to be determined. A date for the submission of prices will be established via an amendment to be issued after the Offer Due Date. The reverse auction shall be conducted in accordance with DLAD Note L09 REVERSE AUCTION (OCT

2016).

The Government reserves the right not to consider any exceptions to the stated solicitation requirements received after the Offer Due Date.

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.

B1.08 SUPPLIES TO BE FURNISHED (ELECTRICITY) (DLA ENERGY APR 2021)

(a) The contract quantities shown below are best estimates based on historical (or projected) data only of the Government’s requirements for the contract period. The Contractor shall supply and deliver retail 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.

Applicable NERC Region: PJM Applicable Independent System Operator (ISO)/Regional Transmission Organization (RTO): PJM mailto:dlaenergy.eteam@dla.mil

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 3

Public Utility Commission (PUC): Illinois Commerce Commission Utility Service Region: ComED – Commonwealth Edison Company

(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)

Spreadsheet

Name

Fermi National

Accelerator Laboratory 1 1,099,398,081

Attachment I –

Installation Data

Sheet

(d) The Government is soliciting offers for a 36-month delivery period (from the meter read date occurring on or about 1 January 2026 through the meter read date occurring on or about 1 January 2029).

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: https://www.sam.gov

(e) The Government is soliciting offers for Fixed Price, Requirements-type utilizing Locational

Marginal Price basis for electricity.

NOTE 1: Twelve months of historical usage is provided in Attachment I - Installation Data Sheet, for reference only. The electricity load is anticipated to significantly increase for the period of January 2026

– January 2029. Therefore, the projected load is also provided in Attachment I. This increase is due to the load requirement from the Proton Improvement Plan-II (PIP-II) project, which is an upgrade to the particle accelerator complex. There are plans to turn off the main injector in January 2027 and long shutdown starts in January 2028, which will result in a decrease in load requirement. The Government intends to provide a two-week notice prior to shutdowns.

The above-mentioned significant load increase, as well as the 2027 and 2028 shutdowns, have been taken into consideration and incorporated into the amounts presented in the following:

• the “Load Projection as of 1-27-2025” worksheet within Attachment I – Installation Data Sheet

• Attachment II – Block Purchase Schedule.

B19.46 BLOCK PURCHASES (ELECTRICITY) (DLA ENERGY) (OCT 2021)

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

(a) Electricity, (b) the Transaction Fee, and (c) Other Market Charges.

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

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

(i) Attachment II, titled “Block Purchase Schedule”, contains details concerning the dates and size of firm-fixed price blocks the Contractor shall purchase on behalf of the Government. The

Government reserves the right to modify Attachment II without change to the Contractor’s Transaction

Fee.

NOTE: Attachment II – Block Purchase Schedule, provides the following:

• “The blocks are based on Accelerator Operations known at the present time [February 21, 2025] and are subject to change.”

https://www.sam.gov/

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 4

• The block purchase date in Column B (Conversion Dates)

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

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

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

Contractor shall purchase the block. The Government may, in its sole discretion, reschedule the purchase of a block, pursuant to the foregoing procedures, should the Government reject all of the executable price quotes provided by the Contractor for a block. The Government is responsible only for the decision to enter into block electricity purchases. The Contractor is responsible for managing all other aspects as required by the Statement of Work to ensure performance. The Government reserves the right to decline to purchase any block(s) if, in its sole discretion, it determines the price or any other aspect of the proposed block purchase is unsatisfactory.

(v) For the blocks of electricity purchased by the Contractor at firm-fixed prices, the

Government shall pay the Contractor the product of the market-based block price-per kilowatt-hour

(kWh) and the number of kWhs in the block.

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

(2) Electricity – Purchased at PJM ComEd zone’s Day-Ahead LMP.

Pricing for Quantities Outside Purchased Blocks of Electricity

(i) If, in any Settlement Period, consumption of electricity is below or above the contract blocks, the Contractor shall charge the Government in accordance with the methodology specified in

Sections (2)(ii) and (2)(iii) of this contract text, respectively.

(ii) If, in any Settlement Period, an Electricity Deficiency occurs, an Electricity

Deficiency Adjustment shall be made. Electricity Deficiency means the deficit in the Government’s

Actual Consumption for the Settlement Period as measured against the sum of the electricity associated with the electricity blocks for the Settlement Period, i.e., the Benchmark Quantity. Electricity Deficiency is calculated by subtracting the Actual Consumption for a Settlement Period from the Settlement Period

Benchmark Quantity for that period. The Electricity Deficiency Adjustment is a credit to the

Government. Expressed as a formula, the Electricity Deficiency Adjustment is EDA = ED x ComEd Zone where--

EDA is the Electricity Deficiency Adjustment

ED is the Electricity Deficiency

ComEd Zone is the relevant PJM ComEd Zone Day-Ahead LMP value as posted on PJM’s website.

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

(iii) If, in any Settlement Period, Excess Electricity is consumed, an Excess Electricity

Adjustment shall be made. Excess Electricity means the excess in the Government’s Actual Consumption for the Settlement Period as measured against the Settlement Period Benchmark Quantity. Excess

Electricity is calculated by subtracting the Settlement Period Benchmark Quantity from the Actual

Consumption for the Settlement Period. The Excess Electricity Adjustment is a charge to the

Government. Expressed as a formula, the Excess Electricity Adjustment is EEA = EE x ComEd Zone where--

EEA is the Excess Electricity Adjustment

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 5

EE is the Excess Electricity

ComEd is the relevant PJM ComEd Zone Day-Ahead LMP value as posted on PJM’s website.

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

(b) TRANSACTION FEE. For each Settlement Period, the Government shall pay the Contractor the product of the Transaction Fee and the account’s total electricity consumption in that Settlement

Period. The Transaction Fee shall be fixed and identical for each kWh supplied under this contract. The

Transaction Fee shall include, but is not limited to, the following PJM charges:

• PJM Regulation Service

• Operating Reserves Charge (to include Fixed Spinning Sync Reserves and Reactive

Services)

• PJM Black Start Charge

• Voltage Control Service

• Scheduling Service

• PJM Administrative Charge (to include ISO Fees and ISO Schedule 1)

• PJM Balancing Congestion

The Transaction Fee shall include any charges not identified in Paragraphs (a) Electricity; or (c)

Other Market Charges; of this clause.

NOTE 1: All credits shall be passed-through to the Government and not included in the Transaction Fee.

(c) OTHER MARKET CHARGES. The following charges identified below shall be a direct pass-through to the Government with no additional mark-up, and shall be invoiced in accordance with the

INVOICE clause:

(1) CAPACITY – The capacity price shall be the established PJM Auction price as defined on the

PJM website, for the ComEd Zone. Contractors will be required to provide documentation for the capacity charge calculation.

(2) TRANSMISSION COSTS – Transmission costs associated with each account shall be passed through to the Government at the applicable PJM tariff rate as prescribed in the OATT. Transmission charges shall be billed according to the following formula:

Transmission Charge = Applicable Transmission Peak Load Contribution (kW) x Network Integration

Transmission Service Rate (for ComEd) / 365 / 1000

NOTE 2: ISO Schedule 9 costs shall be treated as a direct pass-through to the Government with no additional mark-up.

(3) REGIONAL TRANSMISSION EXPANSION PLANNING PROCESS (RTEP) – PJM’s

RTEP shall be treated as direct pass-through to the Government.

(4) RELIABILITY MUST RUN (RMR) - Any RMR charges shall be treated as a direct pass-through to the Government.

(5) AUCTION REVENUE RIGHTS (ARRs) - Any ARRs associated with the account loads shall be credited back to the Government, based on the Government’s share of the Contractor’s overall load.

Both the transmission charge and any credits to the Government shall be shown as separate line items on the monthly invoices. The monthly invoices shall provide documentation of the derivation of the ARR credits.

NOTE 2 3: The timeframe for applying Auction Revenue Rights (ARR) credits is 60 days maximum.

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 6

(6) TRANSMISSION AND DISTRIBUTION LOSSES – Transmission losses (charges and credits) and Distribution loss charges shall be treated as a direct pass-through to the Government and shall be the sum of the transmission and distribution losses charges/credits applicable to the Fermi National

Laboratory load for the month. Credits to the Government shall include PJM Marginal Loss Over-

Collection Credits associated with the Fermi National Laboratory loads. The Contractor shall provide the methodology and documentation of how these credits are calculated. Losses shall not be calculated by grossing up metered consumption and shall be calculated as follows: For each billing period, Step 1: Calculate Average Load weighted LMPs (using Day Ahead LMPs for ComEd Zone) in

$/MWH = ∑(hourly loads X hourly LMP) / ∑(hourly loads)

Step 2: Calculate Unit Loss Charge = Loss Factor X Average Load Weighted LMPs

Step 3: Loss charges = Unit Loss Charge X Total Actual (i.e., metered) Consumption

(7) PJM MARGINAL LOSS OVER-COLLECTION CREDIT

(i) Credits shall be treated as a separate line item on each invoice

(ii) Over collection of Marginal losses shall be passed-through to the Government.

(iii) Offerors have the option to use the load ratio share or hourly loss duration factors to compute the PJM Marginal Loss Over Collection Credits.

(iv) Offerors shall specify the method chosen to compute the PJM Marginal Loss Over

Collection Credits, in their offer.

(v) Any PJM losses over-collection credits due Fermi National Laboratory after the expiration of the contract terms shall be reimbursed to the APPLICABLE FERMI FINANCE OFFICE

(TO BE PROVIDED AT CONTRACT AWARD) by check. Technical Data Submissions shall include information describing the supplier’s refund process for PJM losses over-collection credits to be used in the event of contract award. Suppliers shall also provide examples showing the calculation methodology and invoicing procedures.

(8) UNACCOUNTED FOR ENERGY (UFE) - UFE is to be passed through with a 60 day true-up.

(9) EDC LOSS DE-RATION - The EDC Loss De-Ration Factor shall be a direct pass-through with no mark-up and applied in relation to Hourly Consumption and the Transmission and Distribution

Loss Factors as follows:

Hourly Consumption x (1 + Distribution Loss Factor) x (1 + Transmission Loss Factor) x (1 – EDC Loss De-ration Factor)

C804 STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY) (DLA ENERGY)(June 2021)

(a) STATEMENT OF WORK. The Contractor shall supply electricity, and any ancillary services required to deliver electricity to the Point of Delivery, for each account under the contract. The Contractor shall schedule and coordinate, and supply any ancillary services required for the delivery of electricity to the Service Point for each account. Charges incurred due to the Contractor's failure to abide by the terms of the applicable tariffs and PJM agreements and/or the UDC Service Agreement shall be the responsibility of the Contractor. The Contractor is responsible for all costs required to meet its obligations under this contract, including but not limited to costs associated with deliveries of electricity to the Point of Delivery and with scheduling and coordination for delivery of electricity to the Service Point for each account. The Contractor shall be liable for any and all penalties and/or additional costs assessed to the Government for the nondelivery of the electricity requirements in accordance with paragraphs (f) and (m) of Tailored 52.212-4, CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS, as incorporated into this contract.

(b) INVOICE AND PAYMENT. 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

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 7 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 C804 supersedes FAR 52.212-4(g).

The Government will utilize/allow Dual Billing. 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 Location)

(2) Billing period for the account

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

(4) Total Energy Charge (broken down by energy charges and demand charges)

(5) Account Capacity Obligation and its associated cost for the billing period including Peak Load Contribution (PLC) documentation

(6) Account network transmission obligation for the billing period including Network Peak Load Contribution (PLC) documentation

(7) Transaction Fee for the billing period

(8) Auction Revenue Rights charge/credit

(9) Block electricity charges and LMP based charges and credits for usage over and under the blocks procured

(10) Marginal loss credits

(11) Capacity

(12) Documentation of each charge shall be included in each invoice

(13) Spreadsheet that shows how each of the invoice related items were calculated

(14) If charges or credits are publicly available, the contractor shall (upon request) provide the exact location on the PJM Website where charges or credits can be verified/traced to ensure no additional mark-up has been made.”

To calculate the Total Energy Charge (Number 5 above) for each account the Contractor shall provide on each invoice, a per-account energy usage break down (hour-by-hour with the corresponding firm fixed price block rates and LMP rates for all applicable firm fixed price blocks for each hour). To calculate the Account Capacity Obligation for each account (Number 6 above) and the associated costs, please see Clause B19.46 BLOCK PURCHASES. Fermi utilizes Automatic Meter Reading (AMR) services provided by ComEd. Supplier shall be solely responsible for all coordination with ComEd to ensure complete transition of AMR services and to assume such related responsibilities from the current contractor. There will be no cost to the Contractor for AMR. Invoices must be submitted in both hardcopy and electronic form.

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.

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 8

Supplier coordination with the local utility will be necessary to ensure that the customer 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).

Suppliers will not be charged for AMR.

The paying offices for each installation will be provided to awardee(s) in the resultant contract.

The Contractor will have one invoice for each utility distribution company (UDC) zone, which will need to be allocated to each government customer in the zone. Allocation of cost elements shall be based on relevant billing determinants (e.g., NSPL for NITS, PLC for capacity, Day Ahead energy for energy-based ancillary services). DLA Energy and the Contractor will come to agreement on the method of cost allocation following award of the contract.

(c) METERING AND METER READING SERVICES. Will be provided by the incumbent

UDC for each account.

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

(e) RECORD KEEPING. The Contractor shall keep records of data required to bill in accordance with the utility tariff of each account (demand and consumption data) in an electronic database format compatible with Microsoft Access or a spreadsheet format compatible with Microsoft Excel. 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. For the purposes of this contract, the instantaneous load at the service point, as described in the individual Installation Data Sheets, shall constitute an order for electricity to be furnished under this contract.

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

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

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

CONTRACT ADMINISTRATION

The following Government personnel are the administrative points of contact:

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 9

Point of Contact Role Email

Jemri Sacasas Contract Specialist Jemri.sacasas@dla.mil

Jessica Mayeaux Contracting Officer jessica.g.mayeaux@dla.mil

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 acceptable time frame. Failure of the Contractor to comply with this contract text shall not be grounds for termination for cause.

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

I820 ELECTRICITY REGULATORY CHANGES (DLA ENERGY DECEMBER 2014)

(a) The contract price includes all applicable independent system operator/regional transmission organization (ISO/RTO/PUC) charges expected to be in effect and applicable to this contract at Government price acceptance.

(b) "After-imposed (ISO/RTO/PUC) charges," as used in this contract text, means any new or modified regulatory (ISO/RTO/PUC) charges not in effect or not applicable to transactions under this contract on the date the Government accepts pricing, but which are now in effect or applicable as the result of legislative, judicial, or administrative action, with the result that the Contractor is now required to pay or bear the charges. The contract price shall be increased by the amount of any after-imposed (ISO/RTO/PUC) charge (with no markup), provided the Contractor warrants in writing within 60 calendar days of the regulation change, that no amount for such after-imposed (ISO/RTO/PUC) charge was included in the contract price, as a contingency reserve or otherwise. The contractor shall provide such evidence as the Government may require in support of a request for adjustment resulting from any after-imposed (ISO/RTO/PUC) charge.

(c) "After-relieved (ISO/RTO/PUC) charges," as used in this contract text, means any amount of regulatory (ISO/RTO/PUC) charges that would otherwise have been payable on the transactions or property covered by this contract but which as the result of legislative, judicial or administrative action taking effect after the contract date the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback. The contract price shall be decreased by the amount of any after-relieved (ISO/RTO/PUC) charges.

(d) “Modified” means an unforeseeable change in law (or equivalent regulatory restructure) which occurs after contract award and results in increased regulatory (ISO/RTO/PUC) charges, the effects of which could not have reasonably been anticipated by the contractor prior to award.

(e) The Contractor shall notify the contracting officer of any after-imposed or after-relieved (ISO/RTO/PUC) charge within a commercially acceptable time frame and if seeking a price increase, simultaneously submit a proper claim for equitable adjustment. Price adjustments shall be accomplished via written modification to the contract.

NOTE: PUC is defined as Public Utility Commission.

NOTE 1: PUC covers governmental entities with the authority to impose charges that directly affect this clause. Entities may include DPU or other utility commissions.

SECTION C – CONTRACT CLAUSES

(a) This solicitation incorporates clauses in full text, as identified below.

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 10

(b) This solicitation also incorporates clauses by reference, as identified below from Subpart 12.3 and

Subpart 212.3, with the same force and effect as if they were given in full text. Upon request, the

Contracting Officer will make their full text available.

(c) Alternatively, the full text of any FAR, DFARS, or DLAD provision may be accessed electronically at these addresses:

FAR: https://www.ecfr.gov/current/title-48/chapter-1 DFARS: https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

DLAD: http://www.dla.mil/HQ/Acquisition/Offers/DLAD.aspx

CLAUSES INCORPORATED BY REFERENCE

Regulatory Number Clause Title

FAR 52.204-13 System for Award Management Maintenance (OCT 2018)

FAR 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020)

FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (NOV 2021)

DFARS 252.203-7000 Requirements Relating to Compensation of Former DoD Officials (SEP 2011)

DFARS 252.203-7002 Requirements to Inform Employees of Whistleblower Rights (DEC 2022)

DFARS 252.203-7003 Agency Office of the Inspector General (AUG 2019)

DFARS 252.204-7012

Safeguarding Covered Defense Information and Cyber Incident Reporting

(MAY 2024)

DFARS 252.204-7015

Notice of Authorized Disclosure of Information for Litigation Support (JAN

2023)

DFARS 252.204-7018

Prohibition on the Acquisition of Covered Defense Telecommunications

Equipment or Services (JAN 2023)

DFARS 252.204-7020 NIST SP 800-171 DoD Assessment Requirements (NOV 2023)

DFARS 252.205-7000 Provision of Information to Cooperative Agreement Holders (OCT 2024)

DFARS 252.216-7010 Postaward Debriefings for Task Orders and Delivery Orders (DEC 2022)

DFARS 252.219-7003 Small Business Subcontracting Plan (DoD Contracts) – Basic (DEC 2019)

DFARS 252.223-7008 Prohibition of Hexavalent Chromium (JAN 2023)

DFARS 252.225-7001 Buy American and Balance of Payments Program (FEB 2024)

DFARS 252.225-7012 Preference for Certain Domestic Commodities (APR 2022)

DFARS 252.225-7021 Trade Agreements – Basic (FEB 2024)

DFARS 252.225-7052

Restriction on the Acquisition of Certain Magnets, Tantalum, and Tungsten

(MAY 2024)

DFARS 252.225-7056

Prohibition Regarding Business Operations with the Maduro Regime (JAN

2023)

DFARS 252.226-7001

Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and

Native Hawaiian Small Business Concerns (JAN 2023)

DFARS 252.232-7003

Electronic Submission of Payment Requests and Receiving Reports (DEC

2018)

DFARS 252.232-7010 Levies on Contract Payments (DEC 2006)

DFARS 252.243-7002 Requests for Equitable Adjustment (DEC 2022)

DFARS 252.244-7000 Subcontracts for Commercial Products and Commercial Services (NOV 2023)

DFARS 252.247-7023 Transportation of Supplies by Sea – Basic (Oct 2024)

CLAUSES INCORPORATED IN FULL TEXT

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2023) (TAILORED)

https://www.ecfr.gov/current/title-48/chapter-1 https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html http://www.dla.mil/HQ/Acquisition/Offers/DLAD.aspx

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 11

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 (Tailored). The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence, such as acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, civil disturbance, hostile forces, terrorist acts or transmission failure. An excusable delay or similar event suffered by an independent service operator

(ISO) (or an equivalent of an ISO) or a utility distribution company (or electric distribution company or transmission distribution services provider) shall constitute an excusable delay hereunder. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly provide notice to the Contracting Officer of the cessation of such occurrence. Upon delivery of notice of the occurrence of an excusable delay, the obligations of the Contractor shall be suspended to the extent affected by such excusable delay.

(k) TAXES (Tailored).

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

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

Federal, State, or local excise tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise.

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

Federal, State, or local tax.

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

(1) In accordance with all applicable state and local distribution company regulations, the

Government reserves the right to terminate this contract with respect to any or all contract quantities, for its sole convenience. In the event of such termination, the Contractor shall cease deliveries hereunder with respect to such terminated contract quantities on the first allowable date subsequent to such termination according to the applicable tariff sheets of the local distribution company. The Contractor shall cause any and all of its suppliers and subcontractors to cease work related to this contract prior to the date and time specified by the Government for the termination. Subject to the terms and conditions of this contract, the

Contractor shall be paid for electricity delivered under the contract prior to the date and time specified by the Government for the termination of any or all contract quantities plus any additional energy the

Contractor is required to deliver for the Government’s account under applicable location distribution company tariff sheets.

(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:

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 12

(i) Wholesale Block Purchases (Portfolio):

A = ((B - C)*D) + ((F – G)*H) + J

Where--

A = Termination value.

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

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

D = Contract quantity in kWh for each converted block.

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

G = Forward market price for capacity, per MW.

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

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

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

(C) The cost incurred by the Contractor for forward purchased ancillary services, or other cost items, to the extent that these incurred costs cannot be mitigated through market sale or other means, may be recovered by the Contractor in the event of a termination for convenience of the Government upon a showing by the Contractor that the costs for ancillary services

(or other costs) to serve the Government load were reasonably incurred, reasonable efforts were made by the Contractor to mitigate the costs, that the costs incurred by the Contractor were for the sole purpose of serving the Government load. The recoverable costs shall be limited to the direct costs for ancillary services forward purchased by the Contractor to serve the Government load or other unmitigated direct costs incurred by the Contractor to serve the Government load and shall not include any Contractor administrative costs, transaction costs, overhead costs, or other indirect costs.

(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 DLA Energy FAR tailored clause.

Note: The termination value formula above shall only apply to electricity or capacity purchased on a fixed price basis. The Government shall incur no termination liability for electricity purchased on a locational marginal pricing basis, or capacity on a pass-through basis.

(m) TERMINATION FOR CAUSE (Tailored). 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

Fermi 2025 Request for Proposal (RFP) / Solicitation Page 13 shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

(o) WARRANTY (Tailored). The Contractor warrants and implies that the electricity delivered hereunder conforms to the tariff of the transmitting and/or distributing utility at the delivery point specified in the Schedule.

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

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS – COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (JAN 2025)

(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 products and commercial services:

(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 Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31

U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 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 products and commercial services:

[Contracting Officer check as appropriate.]

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I

(NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (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.)

__(4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

X (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020)

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

__(6) [Reserved] https://www.govinfo.gov/link/plaw/113/public/235 https://www.govinfo.gov/link/plaw/115/public/91 https://www.govinfo.gov/link/plaw/115/public/232 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/10/3801 https://www.govinfo.gov/link/uscode/31/3553 https://www.govinfo.gov/link/uscode/19/3805 https://www.ecfr.gov/current/title-48/section-52.212-5#p-52.212-5(b) https://www.govinfo.gov/link/uscode/41/4704 https://www.govinfo.gov/link/uscode/10/4655 https://www.govinfo.gov/link/uscode/41/3509 https://www.govinfo.gov/link/plaw/111/public/5 https://www.govinfo.gov/link/uscode/41/4712 https://www.govinfo.gov/link/plaw/109/public/282 https://www.govinfo.gov/link/uscode/31/6101

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__(7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section

743 of Div. C).

__(8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT

2016) (Pub. L. 111-117, section 743 of Div. C).

X (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of

Division R of Pub. L. 117-328).

X (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply

Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L.

115-390, title II).

__(11)(i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (DEC

2023) (Pub. L. 115-390, title II).

__(ii) Alternate I (DEC 2023) of 52.204-30.

X (12) 52.209-6, Protecting the Government's Interest When Subcontracting With Contractors

Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) (31 U.S.C. 6101 note).

X (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT

2018) (41 U.S.C. 2313).

__(14) [Reserved]

__(15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C.

657a).

X (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns

(OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__(17) [Reserved]

__(18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

__(ii) Alternate I (MAR 2020) of 52.219-6.

__(19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

__(ii) Alternate I (MAR 2020) of 52.219-7.

X (20) 52.219-8, Utilization of Small Business Concerns (JAN 2025) (15 U.S.C. 637(d)(2) and (3)).

X (21)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2025) (15 U.S.C. 637(d)(4)).

__(ii) Alternate I (NOV 2016) of 52.219-9.

__(iii) Alternate II (NOV 2016) of…