Renewable Energy Service Agreement Performance Work Statement WEBINAR

Transcription

1 Renewable Energy Service Agreement Perfrmance Wrk Statement WEBINAR April 11, 2013 This presentatin is available at 1

2 Template Objectives T develp a standardized Renewable Energy Service Agreement that will be used in every acquisitin the EITF pursues, and acrss all Army rganizatins, wh purchase energy utilizing the authrity under 10 USC 2922a. T create a template that is: Clear Cncise Cmprehensive Predictable Finally, the template will: Decrease the need fr discussins and clarificatins. Develp the understanding f Gvernment requirements and industry capabilities. Diminish cst f capital t the Gvernment as a result f increased bid quality. 2

3 Table f Cntents The Renewable Energy Service Agreement (RESA) Perfrmance Wrk Statement (PWS) template is rganized int three parts: Part I: The Schedule Sectin A Cntract Frm Sectin B Supplies r Services and Prices Sectin C Descriptins and Specificatins Sectin D Packaging and Marking Sectin E Inspectin and Acceptance Sectin F Deliveries r Perfrmance Sectin G Cntract Administratin Data Sectin H Special Cntract Requirements Part II: Cntract Clauses Sectin I Cntract Clauses Part III: List f Dcuments, Exhibits, and Other Attachments Sectin J List f Dcuments, Exhibits, and Other Attachments 3

4 Inside Lk: Table f Cntents Table 1 SECTION TITLE Sectin B Supplies r Services and Prices CLINs Supplies, Quantities, Unit Price, Amunts * Sectin C Descriptins and Specificatins C.2. Relevant Authrities * C.2.a Land-Use Authrity * C.3. Minimum Guarantee by the Gvernment * C.4. Cnsumptin that Exceeds the Minimum Guarantee by the Gvernment * C.5. Minimum Guarantee by the Cntractr * C.7. C.15. C.16. C.26. C.33.c. C.33.f. General Definitins General Electrical Requirements Cnstructin *Industry Criteria/ Military Criteria (UFC Cdes)* NEPA and Envirnmental Requirements fr Cnstructin, Operatins, and Maintenance General Insurance Requirements Sale f Energy t Nn-Army Custmers C.33.g. Frce Majeure * C.33.h. C.33.k. Rebates, Incentives and Renewable Energy Credits One-Time Financing Cst Adjustment C.33.l. Terminatin fr Cnvenience * C.33.m. C.33.n. The Gvernment s Right t Purchase the Prject Rights/Obligatins at End f Cntract NOTE:*Additinal details prvided in presentatin 4

5 Inside Lk: Table f Cntents Table 1 SECTION TITLE Sectin E Inspectin and Acceptance E.1.c. Prject Cmmissining and Systems Acceptance Testing * Sectin F Deliveries r Perfrmance F.3. Cntract Perfrmance Deliverables * Sectin I Cntract Clauses FAR and -6 Davis Bacn Act * FAR Services Cntract Act f 1965 * FAR ; FAR Terminatin fr Cnvenience * FAR and -4; FAR Sectin J Listing Buy American Act * NOTE:*Additinal details prvided in presentatin List f Dcuments, Exhibits and Other Attachments Dcuments, Exhibits, Attachments (e.g., Descriptin f Site & Prject, Lease, Terminatin Schedule, Prject Prductin and Pricing Schedules, Intercnnectin Agreement, etc.) * 5

6 Sectin B Supplies r Services and Prices T establish the type f cntract, term f the cntract, and hw the cntractr will deliver and the Gvernment will purchase the renewable energy service(s). Lists the Cntract Line Item Numbers (CLINs) Includes the term f the cntract in years Describes the type f cntract Lists the services, quantities, unit price and amunt f the renewable energy t be prduced by the cntractr and purchased by the Gvernment fr each year f the cntract 6

7 Sectins C.2 and C.2.a T list the acquisitin, land-use and ther authrities that grant and facilitate the Gvernment s purchase f renewable energy as utlined in the cntract. Fur standard authrities will be included in the cntract: 10 USC 2922a (30-year authrity by which the RESA and the lease are executed) 10 USC 2667 (Land Use Authrity, integrated with requirements f the 10 USC 2922a) 10 USC 2662 (Reprting requirements fr real prperty transactins) FAR Part 41 (applicable t purchase f utility services) Other authrities may apply: Such authrities are highlighted in blue in the template t indicate t the DRAFTER f the cntract that he/she will need t select the apprpriate authrity as it applies t the cntract. Sectin C.2.a Land-Use Authrity T identify the real estate instrument (i.e. lease, license, R-O-W, easement, r cmbinatin f the fur) by which Army will grant the lng-term use f land fr the Prject Site. Sectin C.2 - Relevant Authrities Where there is real estate invlved, the ut-grant instrument will typically be a lease under 10 USC 2667 (Nte: Drafter will specify USC authrity) Dcumentatin f the land-use authrity instrument will be included in Sectin J, Attachment 4. 7

8 Sectin C.3 Minimum Guarantee by the Gvernment T identify the terms under which the Gvernment agrees t make a minimum payment regardless f cnsumptin. T tie the Gvernment s maximum take-r-pay liability t debt service rather than minimum prductin. Gvernment agrees t pay fr, n a mnthly basis, ne twelfth f the Minimum Annual Prductin, fr that annual perid, as set frth in the Prject Prductin and Pricing Schedules, Sectin J, Attachment 3. In n event shall this Minimum Guarantee by the Gvernment exceed the value f the Mnthly Facility Cst Recvery Rate, fr this Cntract, as set frth in FAR (d), and included in Sectin I Clauses Incrprated by Full Text. 8

9 Sectin C.4 Cnsumptin that Exceeds the Minimum Guarantee by the Gvernment T illustrate the Gvernment s desire that the Cntractr maximizes prductin cnsistent with the Gvernment s cnsumptin, and the Gvernment s cmmitment t pay the Cntractr n a mnthly basis fr the energy that the Gvernment cnsumes. The Gvernment desires the Cntractr t maximize prductin cnsistent with the Gvernment s electrical lad prfiles and any ther ptential ff-takers. In the event the Gvernment cnsumes mre than ne twelfth f the Minimum Annual Prductin during any given mnth, it will pay the Cntractr fr such Energy at the Cntract Unit Price fr that mnth. 9

10 Sectin C.5 Minimum Guarantee by the Cntractr T establish the actins t be taken in the event the Cntractr desn t meet the Minimum Annual Prductin requirement as described in sectin C.3. Prvides fr an Annual Financial Adjustment t the Gvernment s invice and fr the prvisin f required renewable energy credits (RECs) shuld the Cntractr fail t meet the Minimum Annual Prductin requirements. Prvides a methdlgy by which t calculate the Annual Financial Adjustment. Establishes adjustment prcedures fr the first partial year f Cmmercial Operatin and fr any year thereafter. 10

11 Sectin C.33.g Frce Majeure T list the acceptable and unacceptable causes f Frce Majeure, t establish the prcedures fr claiming, mitigating and reslving a Frce Majeure event, and t describe the impact f a Frce Majeure ccurrence n the cntractual bligatins f the Cntractr r Gvernment. Stipulates the acceptable and unacceptable causes f a Frce Majeure event. Establishes prcedures, remedies, and limits f liability fr bth Parties in the event f a Frce Majeure. Stipulates that in n event will any delay r failure f perfrmance caused by Frce Majeure extend the RESA beynd its stated term (in years). Prvides fr a terminatin f the Cntract, by the Party nt claiming Frce Majeure, shuld the event cntinue fr 90 days frm its inceptin prir t the Cmmercial Operatin Date. Prvides fr a terminatin f the Cntract, by the Party nt claiming Frce Majeure, shuld the event cntinue fr 365 days frm its inceptin, shuld the event ccur after the Cmmercial Operatin Date. 11

12 Sectin C.33.l Terminatin fr Cnvenience T explain the rights f the Gvernment and the Cntractr in the event f a terminatin f the cntract fr cnvenience by the Gvernment. The Gvernment reserves the right t terminate this cntract, withut cause; hwever, there are remedies that the Cntractr may seek as referenced belw. If the Terminatin fr Cnvenience ccurs after the Cmmercial Operatin Date, the Cntractr shall be cmpensated in accrdance with the negtiated Terminatin Values as set frth in the Terminatin Value schedule in Sectin J, Attachment 8. The terminatin values and ther allwable csts incurred as a result f the terminatin shall be negtiated and recnciled in accrdance with FAR paragraphs (a) thrugh (f) and FAR paragraphs (a) thrugh (n). The template will include instructins t Army managers and cntracting fficials prviding guidance n the effects f a terminatin n financing structures that include tax credit recapture, REC bligatins, capitial cst recvery and ther cntractual bligatins. 12

13 Sectin E Inspectin and Acceptance T explain the rights and respnsibilities f the Gvernment and the Cntractr with respect t quality cntrl, quality assurance, and testing and cmmissining cmpliance. E.1.a Cntractr Quality Cntrl Respnsibilities: Cntractr is respnsible fr quality cntrl with regard t develping, cnstructing and perating the Prject. E.1.b Rights and Respnsibilities f the Gvernment: The Gvernment has the right and authrity t review, inspect, and if need be, cause crrective actins t be taken if it determines that the Prject is nt being cnstructed, designed, perated, r maintained in a safe manner. The Gvernment will make a gd faith effrt t respnd t the Cntractr with review cmments (if any) in a manner cnsistent with Cntractr s milestne requirements. E.1.c Prject Cmmissining and Systems Acceptance Testing: Establishes guidelines and prcedures fr Prject cmmissining, testing and acceptance prir t Cmmercial Operatin. 13

14 Sectin F Deliveries r Perfrmance T define the term f the cntract and t prvide a schedule and descriptin f cntract deliverables as required in varius RESA sectins. Establishes the cntract term, nt t exceed 30 years. Establishes the place f perfrmance as the prject site and ther lcatins required fr access in the perfrmance f the RESA. Lists the varius cntract perfrmance deliverables, referencing the cntract sectin, submittal date, wrk prduct descriptin and the entity t whm the wrk prduct is t be delivered. 14

15 Sectin I Cntract Clauses T list by reference r in full text, the relevant federal cntract clauses applicable t RESA cntracts. These may differ, smewhat, depending n the specific RESA. Davis Bacn Act (FAR and -6) Requires cntractrs t pay mechanics and labrers a prevailing wage n federal cnstructin prjects perfrmed in the U.S. that exceed $2,000 One year f cnstructin may apply in the resulting cntracts/task rders Service Cntract Act f 1965 (FAR ) Requires payment f prevailing wage & benefits fr service emplyees Des nt apply t prfessinals (i.e. persn emplyed in a bna fide executive, administrative, r prfessinal capacity, as these terms are defined in Part 541 f Title 29, Cde f Federal Regulatins). 15

16 Sectin I Cntract Clauses (cnt d) Terminatin fr Cnvenience (FAR ; FAR ) The Gvernment may terminate perfrmance f wrk under this cntract in whle r, frm time t time, if in the Gvernment s interest. Cntractr shall submit a final terminatin settlement prpsal, n later than 1 yr. frm the effective date f terminatin (unless extended in writing ),t the Cntracting Officer. If the Gvernment discntinues this cntract befre cmpletin f the facilities cst recvery perid specified in paragraph (b) f FAR , the Gvernment shall pay terminatin charges as calculated based upn the frmulas prvided in the FAR and the negtiated Terminatin Values as set frth in the Terminatin Value schedule in Sectin J, Attachment 8. 16

17 Sectin I Cntract Clauses (cnt d) Buy American Act (FAR and -4) The Cntractr will certify that each end prduct is a dmestic end prduct and that fr ther than Cmmercial Off The Shelf (COTS) items. In additin, the Cntractr will certify thse supplies that are either Free Trade Agreement cuntry end prducts r freign end prducts. The Cntractr shall use nly dmestic cnstructin material in perfrming this cntract, except as prvided belw: Infrmatin technlgy that is a cmmercial item r t the cnstructin materials r cmpnents listed by the Gvernment Other freign cnstructin material prvided the Gvernment determines that: (i) The cst f dmestic cnstructin material wuld be unreasnable. (ii) The restrictin f the Buy American Act t a particular cnstructin material wuld be impracticable r incnsistent with the public interest; r (iii) The cnstructin material is nt mined, prduced, r manufactured in the United States in sufficient and reasnably available cmmercial quantities f a satisfactry quality. 17

18 Sectin I Cntract Clauses (cnt d) Phtvltaic Devices & Certificate (DFARS and -7018) This clause implements sectin 846 f the Natinal Defense Authrizatin Act fr Fiscal Year 2011 (Pub. L ). If the Cntractr specified in its ffer in the Phtvltaic Devices Certificate prvisin f the slicitatin that the estimated value f the phtvltaic devices t be utilized in perfrmance f this cntract wuld be (1) Mre than $3,000 but less than $25,000, then the Cntractr shall utilize nly dmestic r qualifying cuntry phtvltaic devices unless, in its ffer, it specified utilizatin f ther freign phtvltaic devices in paragraph (c)(2)(ii) f the Phtvltaic Devices Certificate prvisin f the slicitatin; (2) $25,000 r mre but less than $77,494, then the Cntractr shall utilize in the perfrmance f this cntract nly dmestic r qualifying cuntry phtvltaic devices unless, in its ffer, it specified utilizatin f Canadian r ther freign phtvltaic devices in paragraph (c)(3)(ii) f the Phtvltaic Devices Certificate prvisin f the slicitatin; 18

19 Sectin I Cntract Clauses (cnt d) (3) $77,494 r mre but less than$100,000, then the Cntractr shall utilize under this cntract nly dmestic phtvltaic devices, qualifying cuntry phtvltaic devices, r Free Trade Agreement cuntry phtvltaic devices (ther than Bahrainian, Krean, Mrccan, Panamanian, r Peruvian phtvltaic devices), unless, in its ffer, it specified utilizatin f ther freign phtvltaic devices in paragraph (c)(4)(ii) f the Phtvltaic Devices Certificate prvisin f the slicitatin. (4) $100,000 r mre but less than $202,000, then the Cntractr shall utilize under this cntract nly dmestic phtvltaic devices, qualifying cuntry phtvltaic devices, r Free Trade Agreement cuntry phtvltaic devices (ther than Bahrainian, Mrccan, Panamanian, r Peruvian phtvltaic devices), unless, in its ffer, it specified utilizatin f ther freign phtvltaic devices in paragraph (c)(4)(ii) f the Phtvltaic Devices Certificate prvisin f the slicitatin. (5) $202,000 r mre, then the Cntractr shall utilize under this cntract nly U.S.-made, qualifying cuntry, r designated cuntry phtvltaic devices. 19

20 Sectin J List f Dcuments, Exhibits and Other Attachments T list the majr attachments t the cntract. Attachment Title 1 Descriptin f Site and Pints f Cnnectin 2 Descriptin f Prject 3 Prject Prductin and Pricing Schedules 4 Real Estate Out-Grant Agreement (if applicable) 5 Utility Privatizatin Cntract (if applicable) 6 Intercnnectin Agreement and Assciated Electrical Drawings 7 Apprved Cmmissining Plan 8 Terminatin Value Schedule 20

21 QUESTIONS 21