RFP_Conformed_Copy_Amendment_24-R-00290001.pdf

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PAGE(S)

until local time

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53 - 58 X H 59 - 63 patrick.d.fields@usace.army.mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA FAR (48 CFR) 53.214(c)

1 63

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

W912DY 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

PATRICK D FIELDS 256-895-8116

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

1 - 2 3 - 5

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

6 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 9 - 10 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 11 - 16 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

17 - 50

PART II - CONTRACT CLAUSES

US ARMY ENGINEERING & SUPPORT CENTER

300 SECURE GATEWAY

REDSTONE ARSENAL AL 35898

256-895-1110

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

18 Mar 2024

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

W912DY24R0029

Section A - Solicitation/Contract Form

EXECUTIVE SUMMARY

A.1 Objective:

The U.S. Army Engineering and Support Center, Huntsville (CEHNC) intends to select the Offeror whose proposal represents the best value to the Government. The Government will select a utility company to conduct a preliminary assessment of the of 99th U.S. Army Reserve Readiness Division’s energy usage, with the intent to award a contract for the development of a Feasibility Study / Investment Grade Audit (FS/IGA) for the design of energy savings and conservation solutions of a Utility Energy Service Contract (UESC) that will meet the unique needs of the customer pursuant to 10 U.S.C. § 8256 and 10 U.S.C. § 2913. If the FS/IGA is directly funded rather than financed, then based on the results of the FS/IGA, the Government may award a separate contract under this solicitation for the implementation and debt servicing periods for the project. Both contracts will be awarded to the utility initially selected from proposals submitted in response to this solicitation. The terms FS, IGA, and Detailed Feasibility Study (DFS) are used interchangeably herein and mean the same document.

A.2 Contract Type:

The Government intends to award a firm fixed-price (FFP) contract in accordance with (IAW) FAR Subpart 41.201

et. seq. Proposals will be considered from any utility that is currently servicing 99th U.S. Army Reserve Readiness Division, Boston, MA.

A.3 Proposals:

All proposals shall be delivered via email to Mr. Patrick Fields and Ms. Kara Malto at:

patrick.d.fields@usace.army.mil and kara.l.malto@usace.army.mil no later than 10:00am Central Time (local time) on 19 April 2024. See FAR 15.208 for submission of electronic proposals.

The Offeror should include the following in the email Subject line for its proposal:

*Source Selection Information IAW FAR 3.104 – 99th USARRD*

A.4 Questions:

Questions shall be emailed no later than 2:00pm Central Time on 05 April 2024 to Mr. Patrick Fields and Ms.

Kara Malto at: patrick.d.fields@usace.army.mil and kara.l.malto@usace.army.mil.

The Offeror should use the following email Subject line for question(s):

*Questions for 99th USARRD, RFP # W912DY24R0029*

A.5 Site Visit:

The Government will hold a site visit to assist Offerors to understand the objectives of this solicitation. Interested Offerors are encouraged to attend, but participation is not a requirement for submitting a proposal. The site visit will be held on 03 April 2024 at 10:00am Central Time. Three (3) participants per interested party/company/potential Offeror are allowed. For additional details, contact Mr. Patrick Fields and Ms. Kara Malto at:

patrick.d.fields@usace.army.mil and kara.l.malto@usace.army.mil.

A.6 Pre- and Post-Selection:

This solicitation is structured to inform Offerors of the pre-selection requirements on a UESC project (Sections A, J, K, and L), and the post-selection requirements (Sections B, C, E, F, H, I, and J). ONLY THE PRE-SELECTION

REQUIREMENTS ARE DUE BY THE CLOSING DATE OF THIS SOLICITATION.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Job Lighting Upgrades and Improvements

FFP

The Contractor shall specify design and implementation standards applicable to site or Government specific facility requirements and IAW the Performance Work Statement. The contractor shall furnish the required labor, general management, quality management, administration, travel, supervision, quality control, supplies, materials, equipment, transportation, and documents/permits necessary to deliver services and any associated deliverables within schedule and in accordance with contract terms and conditions, reference documents, specific contract requirements, and contract clauses. The Contractor shall be responsible for obtaining all required documents/permits required for travel and performance of work. The period of performance is the statutory limit of not to exceed 25 years.

FOB: Destination

PSC CD: R425

NET AMT

0002 1 Job

HVAC

FFP

The Contractor shall specify design and implementation standards applicable to site or Government specific facility requirements and IAW the Performance Work Statement. The contractor shall furnish the required labor, general management, quality management, administration, travel, supervision, quality control, supplies, materials, equipment, transportation, and documents/permits necessary to deliver services and any associated deliverables within schedule and in accordance with contract terms and conditions, reference documents, specific contract requirements, and contract clauses. The Contractor shall be responsible for obtaining all required documents/permits required for travel and performance of work. The period of performance is the statutory limit of not to exceed 25 years.

0003 1 Job Solar PV Array / Parking Lot PV Carports

FFP

The Contractor shall specify design and implementation standards applicable to site or Government specific facility requirements and IAW the Performance Work Statement. The contractor shall furnish the required labor, general management, quality management, administration, travel, supervision, quality control, supplies, materials, equipment, transportation, and documents/permits necessary to deliver services and any associated deliverables within schedule and in accordance with contract terms and conditions, reference documents, specific contract requirements, and contract clauses. The Contractor shall be responsible for obtaining all required documents/permits required for travel and performance of work. The period of performance is the statutory limit of not to exceed 25 years.

0004 1 Job UMCS Upgrades

FFP

The Contractor shall specify design and implementation standards applicable to site or Government specific facility requirements and IAW the Performance Work Statement. The contractor shall furnish the required labor, general management, quality management, administration, travel, supervision, quality control, supplies, materials, equipment, transportation, and documents/permits necessary to deliver services and any associated deliverables within schedule and in accordance with contract terms and conditions, reference documents, specific contract requirements, and contract clauses. The Contractor shall be responsible for obtaining all required documents/permits required for travel and performance of work. The period of performance is the statutory limit of not to exceed 25 years.

0005 Job Service Contract Reporting

FFP

The Contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for the performance of this contract to System for Award Management database located at the following web address: http://www.sam.gov.

The period of performance is 12 months from the time of award. Reporting period will be the period of performance not to exceed twelve months ending 30 September of each Government Fiscal Year and must be reported by 31 October of each calendar year.

Section C - Descriptions and Specifications

PWS

Reference Attachment 1 – PWS for UESC 99th USARRD

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government

Section F - Deliveries or Performance

PERFORMANCE

F.1 Period of Performance

The period of performance for a contract resulting from this solicitation shall not exceed 25 years in accordance with DFARS 241.103 and 10 USC § 2913.

F.2 Place of Performance

The place of performance is 99th U.S. Army Reserve Readiness Division, Boston, MA.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 N/A N/A N/A N/A

0002 N/A N/A N/A N/A

0003 N/A N/A N/A N/A

0004 N/A N/A N/A N/A

0005 N/A N/A N/A N/A

Section G - Contract Administration Data

INVOICING INSTRUCTIONS

UESC payments for performance period contractor payments are made by the customer through their utility bill payment process. The Utility shall invoice the customer for these payments.

UESC invoices for performance period contractor payments shall include:

* Total amount due

* Period of performance being invoiced

* Amount due for performance period debt service

* Amount due for performance period services

UESC invoices for performance period contractor payments shall NOT include a contract or order number. Treat all invoices for the UESC performance period contractor payments the same as a utility payment. These contractor payments are paid through savings realized by the implementation of the Energy Conservation Measures, and are paid by the customer through their utility account.

For payments not made from savings by the customer through their utility account, such as payments for Feasibility Studies (FS) awarded under a funded contract action, upfront cost avoidance obligations, or unscheduled principal payments (this is rare; check with the Contracting Officer), the Contractor shall send these invoices in accordance with the instructions below, and use the following email Subject line:

Pending – UESC Invoice – 99th USARRD – W912DYXXXXXXX

Contractor shall send invoice by email for Government acceptance to the following:

* The Contracting Officer Representative (and the site’s Energy Manager or Quality Assurance Representative, if known)

* The Huntsville Center Project Manager

* The Contracting Officer

Invoices received after 5:00 P.M. local time (of COR), Monday through Friday, will be considered received on the next business day.

Invoicing for FSs awarded under a funded contract action (as opposed to a “financed” FS where FS development costs are allowed to be included in the implementation pricing) is allowed only after receipt, inspection, and acceptance of the FS by the Huntsville Center UESC Program Contracting Officer. These milestones will be marked by the receipt and evaluation of the FS by Huntsville Center, and by the determination that the FS is technically acceptable and economically viable.

Invoicing for upfront cost avoidance obligations where appropriated funds are obligated against the implementation contract action to reduce the total amount financed may be invoiced immediately upon final project acceptance once implementation of Energy Conservation Measures is accepted by the Government.

Invoicing for unscheduled principal payments will be invoiced in accordance with the terms of this contract.

WAGE DETERMINATIONS

See Attachment 4 for full text versions of the Wage Determinations.

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

H.1 Energy Security and Resilience

Federal energy and energy savings procurements are solutions tailored to the needs of customers that may require energy security (defined as the uninterrupted availability of energy and energy data sources at an affordable price) and resilience (defined as the ability to withstand and recover from deliberate attacks, accidents, or naturally occurring threats or incidents). Energy security and resilience may be met by Contractors applying specific design criteria and delivering capability in cybersecurity, control system architecture and controlled technical information (see DFARS 252.204-7012). The following paragraphs of this section can assist the Contractor to demonstrate in its Feasibility Study how it may deliver energy security and resilience.

H .1.1 Basic Design and Implementation Standards, See Section C, PWS, Design

H .1.2 Information Technology (IT) and Cybersecurity Standards, See Section C, PWS.

H.2 Availability of Funds

Funds used for payment of the utility services are appropriated on an annual basis and it is anticipated that the funds will be available to make payments. See Section I, FAR 52.232-18, Availability of Funds.

Notwithstanding the inclusion of FAR 52.232-18 Availability of Funds, and 52.232-19 Availability of Funds for the Next Fiscal Year, in the event funds are not available the Government shall remain liable for any termination/cancellation amounts due pursuant to FAR 52.217-2, Cancellation Under Multiyear Contracts.

H.2.1 Contract Payments

Upon project acceptance, the Government will make the implementation period payment for the construction period savings, and annual payments as set forth in the Payment, Amortization and Termination Liability Schedule, which is attached hereto as Financial Schedule TO-5A and incorporated by reference herein (the “Payment, Amortization and Termination Liability Schedule”). The Government acknowledges that Contractor does not guarantee any level of savings from the ECMs and agrees that unrealized savings or cost reductions are not a basis for failing to make payments under this task order.

The Government hereby consents and permits the Contractor to assign all of the Government’s payment obligations to an assignee in accordance with the provisions of FAR clause 52.232-23 Assignment of Claims with Alternate 1.

The Debt Service Payments to an assignee due or to become due under this task order shall not be subject to reduction or setoff and the Government shall have no right to set -off or offset from the assigned Debt Service Payment obligation for any claim against the Contractor. In no event shall any waiver of the Government’s right of set-off pursuant to the preceding sentence be deemed to constitute a waiver of any substantive right or remedy against Contractor relating to the actual performance of this task order. The Government agrees to execute a modification to the task order incorporating an assignment of claims within a reasonable time following receipt of a complete request compliant with the provisions of FAR clause 52.232 -23 Assignment of Claims with Alternate 1.

Lender or its assignee shall invoice the Government for the amounts set forth in the Payment, Amortization and Termination Liability Schedule.

The Government reserves the right at any time following Acceptance, but prior to final payment, to prepay any or all of the remaining principal balance by giving thirty (30) days written notice to the Contractor (“Prepayment”).

Upon such Prepayment, in addition to the principal amount of the prepayment, the Government shall also pay an additional termination premium as described in Financial Schedule TO-5A (collectively, the “Prepayment Amount”). In each event of Prepayment, (a) the Payment, Amortization and Termination Liability Schedule shall be recalculated to reflect the application of the Prepayment Amount, and (b) Government will issue a modification to this task order incorporating the new Payment, Amortization and Termination Liability Schedule.

Upon termination or cancellation of this task order, in whole or in part, for any reason (including, without limitation, any termination for convenience or cancellation) the Government will give thirty (30) days written notice to Contractor and will pay the amount set forth in the column captioned, “Financing Termination Schedule (after pmt)” on the Payment, Amortization and Termination Liability Schedule, or pro rata portion thereof with respect to a termination or cancellation in part, which amount includes a termination premium as described in Financial Schedule TO-5A (collectively, the “Termination Value”) as specified for the applicable date of termination or cancellation on the Payment and Termination Schedule. The Termination Values payable pursuant to this paragraph have been negotiated and shall be deemed as an allowable cost under FAR Part 17 and Part 52, Subpart 52.249-2 or 52.217-2, as applicable. Payment of the Termination Value to the assignee does not create a waiver of claims by the Government against Contractor.

H.3 Title and Risk of Loss

Title and risk of loss to the installed equipment and improvements pursuant to a contract or order shall pass to the Government upon written acceptance of the implementation from the Contracting Officer (KO), or from Contracting Officer Representative (COR) with review and approval from the KO prior to COR signature and acceptance.

H.4 Payment and Performance Bond Requirements

H.4.1 Unless otherwise specified by the Government, the performance and payment bonds equal to 100% of the contract/order implementation value shall remain in effect during the total implementation period for all Energy Conservation Measures (ECMs). The ECM implementation period shall include all time required for installation, testing, measuring initial performance, and Government acceptance of all installed ECMs. The performance bond can be released upon Government acceptance of all Contractor-installed ECMs. The payment bond can be released upon receipt of satisfactory evidence that all subcontractors, laborers, etc., have been paid in full. Payment and Performance Bonds must be secured by the prime contractor as the principal, and on the forms specified in FAR 28.106-1 “Bonds and Bond-related Forms.”

H.4.2 The Contractor shall not file any mechanic’s liens against the Government for the projects and this requirement shall flow down to all subcontractors. Therefore, the payment bond shall secure the Contractor’s obligations for payment of laborers, suppliers, and all subcontractors.

H.5 Required Insurance

H.5.1 The Contractor shall procure, at its expense, and maintain during the entire period of performance under a contract, the following minimum insurance coverage detailed below. The Contractor, not any subcontractors, must be the insured party. The “U.S. Army Corps of Engineers (USACE)” must be listed as an additional insured.

a. Workers’ compensation and employer’s liability: Contractors are required to comply with applicable Federal and State workers’ compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer’s liability section of the insurance policy, except when contract operations are so commingled with a Contractor’s commercial operations that it would not be practical to require this coverage. Employer’s liability coverage of at least $1,000,000 per occurrence shall be required, except in States with exclusive or monopolistic funds that do not permit workers’ compensation to be written by private carriers.

b. Commercial General Liability. The Contractor shall maintain throughout the contract performance period bodily injury and property damage liability insurance written on the Commercial General Liability (CGL) Form or equivalent coverage of at least $1,000,000/$2,000,000 for bodily injury liability and $100,000 for property damage liability in the comprehensive liability form. The policy shall provide for contractual liability and name USACE as an additional insured with a waiver of subrogation. The policy shall not have any exclusions relating to claims arising from asbestos exposure.

c. Automobile liability. The Contractor shall maintain throughout the contract performance period automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $250,000/500,000 for bodily injury liability and $50,000 for property damage liability.

d. [RESERVED]

e. Corporate Policies. The Contractor may use corporate policies to cover Workman's Compensation, Automobile, General Liability, and Errors & Omissions Liability insurance requirements specified in this Section H. If a Contractor uses a corporate policy for this work, the aggregate limits that apply to the General Liability, Automobile Liability and Errors and Omissions Insurance should be $5,000,000.

f. Common Coverage Elements to the General Liability, Automobile Liability Policies. Each policy shall provide for a separation of the insured for defense of claims. With the exception of non-payment of premium, the actions of the named insured will not affect the coverage provided to the Government under these policies.

g. Insurance in Subcontracts. The Contractor agrees to insert the substance of this section’s “Required Insurance,” in all subcontracts hereunder.

H.5.2 Prior to commencement of work, the Contractor shall furnish a copy of the certificate of insurance to the KO. The certificae of insurance evidencing required insruance coverage coverage shall require an endorsement to the effect that cancellation, or any material change in the policies, adversely affecting the interests of the Government in such insurance shall not be effective for such period as may be prescribed by the laws of the State in which the contract is to be performed, and in no event less than thirty (30) days after written notice thereof to the KO.

H.5.3 Nothing herein shall relieve or limit the Contractor of liability for losses and damages to person or property as a result of its operations. The Contractor shall indemnify and hold the Government (including the ordering office, the Installation, U.S. Army Corps of Engineers Engineering and Support Center, Huntsville (CEHNC), and any person acting on behalf of the Government) harmless from any and all liability, including attorneys’ fees and legal costs, associated with, or resulting from the Contractor operations under this contract or order issued hereunder.

H.5.4 Notwithstanding the foregoing, such insurance required in this agreement may be furnished in whole or in part under any plan of self-insurance which Contractor or any Contractor affiliate may have in force and effect from time to time or using a combination of primary, excess and self-insurance to equal or exceed the minimum combined total for those coverages required herein. Any plan of self-insurance proposed by the contractor herein is subject to Government approval.

H.6 Cost and Pricing Detail

The Contractor shall submit other than certified cost and pricing data in sufficient detail to substantiate any costs proposed for this requirement.

H.7 Subcontracting Reports

A commercial plan is the preferred type of subcontracting plan for contractors furnishing commercial items.

Once the Contractor’s commercial plan has been approved, the Government will not require another subcontracting plan from the same Contractor while the plan remains in effect, as long as the product or service being provided by the Contractor continues to meet the definition of a commercial item. A Contractor with a commercial plan shall submit one Summary Subcontract Report (SSR) to the Contracting Officer for all contracts covered by its commercial plan. This report shall be submitted within 30 days after the end of the Government’s fiscal year.

H.8 Responsibility Prior To Acceptance

The Contractor shall be responsible for all preliminary assessments, feasibility studies, calculations, work plans, designs, equipment start up, testing, maintenance, repair, training, administration, financing, and operations (where appropriate) needed to implement awarded ECMs, including but not limited to labor, equipment, material, software, applicable engineering documentation, and other services and/or products needed to implement the awarded ECMs, and to provide a complete and fully operational facility for the duration of the agreement, unless otherwise indicated in the contract/order or as directed by the KO. Government acceptance of submitted documentation (to include submittals) does not relieve the Contractor of this responsibility.

H.9 Correction to Deficiency

The KO shall have the right to require modification and correction of the Contractor's designs, installations, operation and maintenance practices, and M&V for cause, e.g., undersized, misapplied, or faulty equipment or equipment, systems, or operation and maintenance practices which fail to meet contract requirements in a reliable and safe manner. Modifications to this contract to correct such deficiencies shall not include any adjustment in the savings-sharing arrangement unless agreed upon by the KO. If the Contractor does not agree to such modifications, the differences between the parties should be resolved pursuant to "Disputes," FAR 52.233-1.

H.10 Meetings and Meeting Minutes

The Contractor shall attend meetings as required and specified by the KO, providing such personnel as is appropriate to address the meeting’s issues. The Contractor may request meetings, relative to any ECM, whenever the Contractor feels that such meetings are desirable. Within 3 business days, the Contractor shall provide to the Government meeting minutes that reflect the majority of the facts, discussion, and potential agreements of the meeting. Because contract changes shall only come from the KO, meeting minutes shall not be considered direction, authorization, or approval for a change to the contract or order. Meeting minutes may contain minor grammatical errors without making them less useful to the recipients; these should be kept to a minimum and not express another meaning or record of the event.

H.11 Key Personnel

The key personnel positions listed below are considered to be critical to the successful performance of this contract.

Prior to replacing these key personnel, the contractor shall obtain written consent of the contracting officer. In order to obtain such consent, the contractor must provide advance notice of the proposed changes and must demonstrate that the qualifications of the proposed substitute personnel are acceptable to the Government.

• Project Developer

• Project Manager

• Site Superintendent

• Lead Mechanical Engineer

• Lead Electrical Engineer

• Site Safety and Health Officer

• Quality Control Manager

H.12 Public Affairs

The Contractor shall not publicly disclose any data generated or reviewed under this contract without written approval from the KO.

H.13 Subcontractors

The Contractor shall be responsible for coordination of the work of all trades, subcontractors, and suppliers relative to this contract. The Government or its representatives will not undertake to settle differences between the Contractor and a subcontractor or between subcontractors. The Government reserves the right to refuse to permit employment on the work relative to this contract or to require dismissal from such work of any subcontractors that has previously performed unsatisfactory work on Government projects, or which the KO determines to be incompetent or otherwise objectionable.

H.14 Contractor Facilities

The Contractor shall provide its own facilities to house its field operations unless otherwise agreed to by the KO. The Government will provide sites on post for construction trailers and outdoor construction-material storage. The Contractor shall confine such trailers and material to the sites designated by the COR. It shall be the responsibility of the Contractor to provide and maintain portable chemical toilets, if needed during implementation/construction periods. The sanitation facilities shall be maintained IAW applicable state and Army regulations.

H.15 Dr. Checks

At the discretion of the KO, the use of Dr. Checks or a similar system may be implement to track and control all project comments, discussions, and resolutions. Information will be supplied as required.

H.16 Measurement and Verification (M&V)

On UESC, M&V is an optional savings validation process the Government can use to first document and then to periodically evaluate the performance expectations of the project. The use of M&V will be determined based on the needs of the customer, and agreement between the Government and the Contractor as shown in the award. The use of an M&V Plan and an M&V Report (Data Item Description (DID) 015), when used, shall be provided by the Utility, and validated by the Government. The Contractor’s Feasibility Study (FS) shall state, in a clearly understandable format, where and how energy, water and related cost savings will occur and how they are to be calculated and verified.

H.17 Overall Impact of the ECMs

Whether or not M&V is used for the contract/order, if the scope of work does not include the entirety of a site, or all of the systems or significant portions within a building, then that situation shall be stated clearly so that the Government and the Contractor are aware of what the contract/order covers and what it does not. Each building and/or space within a building that will be affected shall be identified, and buildings or portions of buildings that will not be affected shall be identified. ECMs that generate savings shall be identified, as well as the building systems that they affect. If there are significant energy- or water-using building systems which will not be affected by the contract/order, these systems shall be identified so that there is clear understanding of the extent to which total energy, water and related costs at the site will be affected. To the extent this information is provided in the FS/Proposal, it will be repeated within the M&V plan, if M&V is included in the final project scope.

H.18 Performance Period Payment

Performance period payment will not be made by the Government until acceptance of the project or the project phase, except with approval of the Contracting Officer. Reasons for approval prior to project acceptance include Government- rather than Contractor-caused delays to the proposed schedule, beneficial use by the Government of a commissioned ECM, or other reason which is in the best interest of both the Contractor and the Government.

H.19 Notice-to-Proceed After Award of Implementation

Once a contract award is bilaterally executed for the implementation of this UESC, the Utility shall provide five

(5) sets of documents for review and approval by CEHNC. The Utility shall submit these documents to the CEHNC Contracting Officer, the CEHNC Contract Specialist, and the CEHNC Project Manager. The Utility may submit them immediately upon award of implementation. These documents will be evaluated on an approved/rejected basis by CEHNC. The Contracting Officer will issue a Notice-to-Proceed (NTP) for implementation once all five (5) sets of documents are approved. The Utility is not authorized to proceed with incurring reimbursable costs under this contract until upon receipt of the NTP. CEHNC is allowed two (2) weeks to review and approve acceptable documents. Any delays associated with the contractor submitting unacceptable documents will not be considered excusable delays.

The documents include:

1. Performance and Payment Bonds IAW paragraph H.4 above and FAR Clause 52.228-15

2. Insurance IAW paragraph H.5 above

3. Quality Control Plan IAW DID004

4. Accident Prevention Plan (APP), and Activity Hazard Analysis (AHA) IAW the U.S. Army Corps of

Engineers Safety and Health Requirements Manual (EM 385-1-1 latest version) and Section C PWS, paragraph 13

5. An approved commercial subcontracting plan, or, if the Utility does not currently have an approved commercial plan, then the Utility may submit an individual subcontracting plan IAW FAR 19.704. If the selection of a Utility for this award was made at the conclusion of a source selection competition and the Utility submitted a Small Business Participation Plan (SBPP) as part of the Utility’s proposal submission for that competition, then the subcontracting plan must reconcile with the commitments made in the

SBPP.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions JUN 2020 52.203-3 Gratuities APR 1984 52.203-7 Anti-Kickback Procedures JUN 2020 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-11 Certification And Disclosure Regarding Payments To Influence Certain Federal Transactions

SEP 2007

52.203-12 Limitation On Payments To Influence Certain Federal Transactions

JUN 2020

52.204-2 Security Requirements MAR 2021 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-7 System for Award Management OCT 2018 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-13 System for Award Management Maintenance OCT 2018 52.204-16 Commercial and Government Entity Code Reporting AUG 2020 52.204-17 Ownership or Control of Offeror AUG 2020 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-20 Predecessor of Offeror AUG 2020 52.204-24 Representation Regarding Certain Telecommunications and

Video Surveillance Services or Equipment

NOV 2021

52.209-7 Information Regarding Responsibility Matters OCT 2018 52.211-10 Commencement, Prosecution, and Completion of Work APR 1984 52.212-4 Contract Terms and Conditions--Commercial Products and

Commercial Services

NOV 2023

52.215-1 Instructions to Offerors--Competitive Acquisition NOV 2021 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.217-2 Cancellation Under Multiyear Contracts OCT 1997 52.219-9 Small Business Subcontracting Plan SEP 2023 52.222-5 Construction Wage Rate Requirements--Secondary Site of the

Work

MAY 2014

52.222-6 Construction Wage Rate Requirements AUG 2018 52.222-7 Withholding of Funds MAY 2014 52.222-8 Payrolls and Basic Records JUL 2021 52.222-9 Apprentices and Trainees JUL 2005 52.222-10 Compliance with Copeland Act Requirements FEB 1988 52.222-11 Subcontracts (Labor Standards) MAY 2014 52.222-12 Contract Termination-Debarment MAY 2014 52.222-13 Compliance With Construction Wage Rate Requirements and

Related Regulations

MAY 2014

52.222-14 Disputes Concerning Labor Standards FEB 1988 52.222-15 Certification of Eligibility MAY 2014 52.222-23 Notice of Requirement for Affirmative Action to Ensure

Equal Employment Opportunity for Construction

FEB 1999

52.222-27 Affirmative Action Compliance Requirements for Construction

APR 2015

52.222-30 Construction Wage Rate Requirements--Price Adjustment (None or Separately Specified Method)

AUG 2018

52.223-1 Biobased Product Certification MAY 2012 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts

SEP 2013

52.223-4 Recovered Material Certification MAY 2008 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001 52.223-10 Waste Reduction Program MAY 2011 52.223-17 Affirmative Procurement of EPA-Designated Items in Service and Construction Contracts

AUG 2018

52.223-19 Compliance with Environmental Management Systems MAY 2011 52.225-10 Notice of Buy American Requirement--Construction

Materials

MAY 2014

52.225-12 Notice of Buy American Requirement - Construction Materials Under Trade Agreements

MAY 2014

52.225-22 Notice of Required Use of American Iron, Steel, and Manufactured Goods--Buy American Statute--Construction Materials

JAN 2021

52.227-1 Authorization and Consent JUN 2020 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

JUN 2020

52.227-3 Patent Indemnity APR 1984 52.227-4 Patent Indemnity-Construction Contracts DEC 2007 52.228-2 Additional Bond Security OCT 1997 52.228-5 Insurance - Work On A Government Installation JAN 1997 52.228-11 (Dev) Individual Surety--Pledge of Assets (DEVIATION 2020-

O0016)

FEB 2021

52.228-14 Irrevocable Letter of Credit NOV 2014 52.228-15 (Dev) Performance and Payment Bonds-Construction. (Deviation

2020-O0016)

JUN 2020

52.229-3 Federal, State And Local Taxes FEB 2013 52.232-1 Payments APR 1984 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-15 Progress Payments Not Included APR 1984 52.232-17 Interest MAY 2014 52.232-18 Availability Of Funds APR 1984 52.232-23 Assignment Of Claims MAY 2014 52.232-25 Prompt Payment JAN 2017 52.232-27 Prompt Payment for Construction Contracts JAN 2017 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

MAR 2023

52.233-1 Disputes MAY 2014 52.233-2 Service Of Protest SEP 2006 52.236-2 Differing Site Conditions APR 1984 52.236-3 Site Investigation and Conditions Affecting the Work APR 1984 52.236-5 Material and Workmanship APR 1984 52.236-6 Superintendence by the Contractor APR 1984 52.236-7 Permits and Responsibilities NOV 1991 52.236-8 Other Contracts APR 1984 52.236-9 Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements

APR 1984

52.236-10 Operations and Storage Areas APR 1984 52.236-11 Use and Possession Prior to Completion APR 1984 52.236-12 Cleaning Up APR 1984 52.236-13 Accident Prevention NOV 1991

52.236-14 Availability and Use of Utility Services APR 1984 52.236-15 Schedules for Construction Contracts APR 1984 52.236-21 Specifications and Drawings for Construction FEB 1997 52.236-26 Preconstruction Conference FEB 1995 52.236-27 Site Visit (Construction) FEB 1995 52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.237-3 Continuity Of Services JAN 1991 52.241-2 Order of Precedence - Utilities FEB 1995 52.241-4 Change in Class of Service FEB 1995 52.241-5 Contractor's Facilities FEB 1995 52.242-13 Bankruptcy JUL 1995 52.242-14 Suspension of Work APR 1984 52.242-15 Stop-Work Order AUG 1989 52.242-17 Government Delay Of Work APR 1984 52.244-5 Competition In Subcontracting DEC 1996 52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-12 Inspection of Construction AUG 1996 52.246-13 Inspection--Dismantling, Demolition, or Removal of

Improvements

AUG 1996

52.246-16 Responsibility For Supplies APR 1984 52.246-21 Warranty of Construction MAR 1994 52.246-23 Limitation Of Liability FEB 1997 52.246-24 Limitation Of Liability--High-Value Items FEB 1997 52.246-25 Limitation Of Liability--Services FEB 1997 52.251-1 Government Supply Sources APR 2012 52.252-5 Authorized Deviations In Provisions NOV 2020 52.252-6 Authorized Deviations In Clauses NOV 2020 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights DEC 2022 252.203-7003 Agency Office of the Inspector General AUG 2019 252.203-7005 Representation Relating to Compensation of Former DoD

Officials

SEP 2022

252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Antiterrorism Awareness Training for Contractors JAN 2023 252.204-7007 Alternate A, Annual Representations and Certifications NOV 2023 252.204-7008 Compliance With Safeguarding Covered Defense Information

Controls

OCT 2016

252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information

JAN 2023

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

JAN 2023

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

JAN 2023

252.204-7016 Covered Defense Telecommunications Equipment or Services -- Representation

DEC 2019

252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services -- Representation

MAY 2021

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services

JAN 2023

252.204-7019 Notice of NIST SP 800-171 DoD Assessment Requirements NOV 2023 252.204-7020 NIST SP 800-171 DoD Assessment Requirements NOV 2023 252.204-7024 Notice on the Use of the Supplier Performance Risk System MAR 2023 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.215-7008 Only One Offer DEC 2022 252.215-7010 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data

JAN 2023

252.215-7016 Notification to Offerors--Postaward Debriefings DEC 2022 252.219-7003 Small Business Subcontracting Plan (DOD Contracts) DEC 2019 252.223-7006 Prohibition On Storage, Treatment, and Disposal of Toxic or

Hazardous Materials

SEP 2014

252.225-7000 Buy American--Balance Of Payments Program Certificate-- Basic (Nov 2014)

NOV 2014

252.225-7001 Buy American And Balance Of Payments Program--Basic JAN 2023 252.225-7002 Qualifying Country Sources As Subcontractors MAR 2022 252.225-7012 Preference For Certain Domestic Commodities APR 2022 252.225-7017 Photovoltaic Devices NOV 2023 252.225-7018 Photovoltaic Devices--Certificate NOV 2023 252.225-7021 Trade Agreements--Basic OCT 2023 252.225-7035 Buy American--Free Trade Agreements--Balance Of

Payments Program Certificate--Basic

NOV 2023

252.225-7036 Buy American--Free Trade Agreements--Balance of Payments Program--Basic

NOV 2023

252.225-7048 Export-Controlled Items JUN 2013 252.225-7052 Restriction on the Acquisition of Certain Magnets, Tantalum, and Tungsten.

JAN 2023

252.225-7057 Preaward Disclosure of Employment of Individuals Who Work in the People's Republic of China

AUG 2022

252.225-7058 Postaward Disclosure of Employment of Individuals Who Work in the People's Republic of China

JAN 2023

252.225-7059 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region - Representation

JUN 2023

252.225-7060 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region

JUN 2023

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns

JAN 2023

252.227-7015 Technical Data--Commercial Products and Commercial Services

MAR 2023

252.227-7033 Rights in Shop Drawings APR 1966 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7007 Limitation Of Government's Obligation APR 2014 252.232-7010 Levies on Contract Payments DEC 2006 252.239-7001 Information Assurance Contractor Training and Certification JAN 2008 252.239-7018 Supply Chain Risk DEC 2022 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment DEC 2022 252.247-7023 Transportation of Supplies by Sea JAN 2023

CLAUSES INCORPORATED BY FULL TEXT

52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (MAR 2023)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541330.

(2) The small business size standard is $25,500,000.

(3) The small business size standard for a concern that submits an offer, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce is 500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519, if the acquisition--

(i) Is set aside for small business and has a value above the simplified acquisition threshold;

(ii) Uses the HUBZone price evaluation preference regardless of dollar value, unless the offeror waives the price evaluation preference; or

(iii) Is an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(b)(1) If the provision at 52.204-7, System for Award Management, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the provision at 52.204-7, System for Award Management, is not included in this solicitation, and the Offeror has an active registration in the System for Award Management (SAM), the Offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The Offeror shall indicate which option applies by checking one of the following boxes:

( ) Paragraph (d) applies.

( ) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c) (1) The following representations or certifications in SAM are applicable to this solicitation as indicated:

(i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless—

(A) The acquisition is to be made under the simplified acquisition procedures in Part 13;

(B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or

(C) The solicitation is for utility services for which rates are set by law or regulation.

(ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $150,000.

(iii) 52.203-18, Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements--Representation. This provision applies to all solicitations.

(iv) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the provision at 52.204-7, System for Award Management.

(v) 52.204-5, Women-Owned Business (Other Than Small Business). This provision applies to solicitations that—

(A) Are not set aside for small business concerns;

(B) Exceed the simplified acquisition threshold; and

(C) Are for contracts that will be performed in the United States or its outlying areas.

(vi) 52.204-26, Covered Telecommunications Equipment or Services--Representation. This provision applies to all solicitations.

(vii) 52.209-2, Prohibition on Contracting with Inverted Domestic Corporations--Representation.

(viii) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold.

(ix) 52.209-11, Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. This provision applies to all solicitations.

(x) 52.214-14, Place of Performance--Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government.

(xi) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government.

(xii) 52.219-1, Small Business Program Representations (Basic, Alternates I, and II). This provision applies to solicitations when the contract is for supplies to be delivered or services to be performed in the United States or its outlying areas,…