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As prescribed at 16.203-4(a)(2)(99), insert the following clause:

ECONOMIC PRICE ADJUSTMENT - PUBLISHED MARKET PRICE - ELECTRICITY - HEAT RATE

(a) WARRANTIES. The Contractor warrants that-

(1) The award price set forth in the Schedule does not include allowances for any portion of the contingency covered by this clause; and

(2) The prices to be invoiced shall be computed in accordance with the provisions of this clause.

(b) DEFINITIONS. As used throughout this clause, the term-

(1) Adjusting Market Price means the market price to be used in calculating an economic price adjustment to arrive at the Updated Contract Price for a given delivery month. Adjusting market prices are established two possible ways:

(i) In the Fixed Price Trigger Schedule attachment, there are Trigger Floors and Trigger Ceilings for specified volumes within each delivery month. If the [BUYER FILL-IN APPLICABLE MARKET INDEX] natural gas price reaches either the Trigger Floor or the Trigger Ceiling for a specified volume, the Adjusting Market Price is the Trigger Floor or Trigger Ceiling for that volume.

(ii) If neither the Trigger Floor nor Trigger Ceiling prices are met for a given Trigger volume, the Adjusting Market Price of natural gas for all remaining volumes contained in the Fixed Price Trigger Schedule for the delivery month will be the [BUYER FILL-IN APPLICABLE MARKET INDEX] final Settlement Price for that delivery month.

(2) Award Price means the sum of the Block Energy Adder and the product of the Heat Rate and the Initial Market Price expressed in dollars per megawatt hour.

(3) Base (7X24) Block Energy means a block of electricity that covers electricity usage 7 days a week, 24 hours a day.

(4) Block Energy Adder is a fixed service fee, expressed in dollars per megawatt hour, that should cover all overhead and costs not included in the Heat Rate/Market Index component of the Contractor’s price. At a minimum, the adder is expected to cover the Contractor’s wholesale transmission, losses, ancillaries, intra- and inter-zonal congestion, and scheduling.

(5) Delivery Month means the period between meter readings, as set forth in the Statement of Work.

(6) Heat Rate means the measurement of the efficiency with which heat can be used to produce electricity. Specifically, it is the number of British Thermal Units (MMBTUs) required to produce one kilowatt hour of electricity. Under this solicitation, the Heat Rate for Base (7X24) Block Energy is [BUYER FILL-IN APPLICABLE HEAT RATE] and the Heat Rate for On-peak (5X16) Block Energy is [BUYER FILL-IN APPLICABLE HEAT RATE].

(7) Initial Market Price means the market price for [BUYER FILL-IN APPLICABLE MARKET INDEX] natural gas at time of award, expressed in dollars per MMBTU, as published by [BUYER FILL-IN APPLICABLE PUBLICATION].

(8) Market Index is [BUYER FILL-IN APPLICABLE PUBLICATION AND MARKET INDEX] natural gas.

(9) Market Price is the price for [BUYER FILL-IN APPLICABLE MARKET INDEX] natural gas, expressed in dollars per MMBTU, as published by [BUYER FILL-IN APPLICABLE PUBLICATION].

(10) On-peak (5X16) Block Energy means a block of electricity that covers a customer’s electricity usage Monday through Friday, 5 days a week, 16 hours a day. Peak hours are [BUYER FILL-IN APPLICABLE PEAK HOURS], as defined by the [BUYER FILL-IN APPLICABLE ISO/RTO].

(11) Settlement Price for a given delivery Month means the [BUYER FILL-IN APPLICABLE MARKET INDEX] natural gas contract price as of three business days prior to the first calendar day of that delivery month. Where a delivery month begins in one month (Month 1) and ends in the subsequent month (Month 2), the [BUYER FILL-IN APPLICABLE MARKET INDEX] natural gas contract price as of three business days prior to the first calendar day of Month 2 will be used.

(12) Trigger means a pre-established Floor or Ceiling natural gas market price for a given volume of natural gas for a specified delivery month. (See the Fixed Price Trigger Schedule attachment).

(13) Trigger Ceiling means the highest price for a specified volume contained in the Fixed Price Trigger Schedule. Where a Ceiling is Triggered for a given volume, the Adjusting Market Price for that volume is locked in at the Ceiling price, unless an exception specified in the Statement of Work applies.

(14) Trigger Floor means the lowest price for a specified volume contained in the Fixed Price Trigger Schedule. Where a Floor is Triggered for a given volume, the Adjusting Market Price for that volume is locked in at the Floor price, unless an exception specified in the Statement of Work applies.

(15) Updated Contract Price means the sum of the Block Energy Adder and the product of the Heat Rate and Weighted Adjusting Market Price expressed in dollars per megawatt hour.

(16) Upward Ceiling means the highest allowable differential between the Award Price and an Updated Contract Price.

(17) Weighted Adjusting Market Price (WAMP) means the average of all Triggered and/or Settled Adjusting Market Prices weighted by MMBTUs for each delivery month expressed in dollars per MMBTU.

(c) ADJUSTMENTS. The contract prices for electricity delivered in a given delivery month will be updated by inserting the WAMP for that month utilizing the formulas below.

Updated Contract Price_B = (Heat Rate_B * Weighted Adjusting Market Price) + Block Energy Adder_B

Updated Contract Price_P = (Heat Rate_P * Weighted Adjusting Market Price) + Block Energy Adder_P

Where the subscript B denotes Base (7X24) Block Energy and the subscript P denotes On-peak (5X16) Block Energy.

The Heat Rates and Block Energy Adders are fixed for the contract term, while the WAMP component varies with the market based upon either the pre-established Triggers set forth in the Fixed Price Trigger Schedule or the published [BUYER FILL-IN APPLICABLE PUBLICATION AND MARKET INDEX] Settlement Price, as defined above.

(d) CALCULATIONS. All calculations shall be rounded to five decimal places.

(e) FAILURE TO DELIVER. Notwithstanding any other provisions of this clause, no upward adjustment shall apply to product scheduled under the contract to be delivered before the effective date of the adjustment, unless the Contractor’s failure to deliver according to the delivery schedule results from causes beyond the Contractor’s control and without its fault or negligence, within the meaning of paragraphs (f), Excusable Delays, and (m), Termination for Cause, of the CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS clause of this contract, in which case the contract shall be amended to make an equitable extension of the delivery schedule.

(f) UPWARD CEILING ON ECONOMIC PRICE ADJUSTMENT. The Contractor agrees that in any delivery month of the contract term, the total increase in any Base or On-peak Updated Contract Price, pursuant to these economic price adjustment provisions, shall not exceed [BUYER FILL-IN APPLICABLE UPWARD CEILING] of the value of the award price.

Except as provided hereafter-

(1) If at any time the Contractor has reason to believe that within the near future a price adjustment under the provisions of this clause will be required that will exceed the current contract Upward Ceiling price for any item, the Contractor shall promptly notify the Contracting Officer in writing of the expected increase. The notification shall include a revised Upward Ceiling which the Contractor believes is sufficient to permit completion of remaining contract performance, along with appropriate explanation and documentation as required by the Contracting Officer.

(2) If an actual increase in the established Market Price would raise an Updated Contract Price for an item above the current Upward Ceiling, the Contractor shall have no obligation under this contract to fill pending or future orders for such item, as of the effective date of the increase, unless the Contracting Officer issues a contract modification to raise the Upward Ceiling. If the contract Upward Ceiling will not be raised, the Contracting Officer shall so promptly notify the Contractor in writing.

(g) REVISION OF MARKET INDEX INDICATOR. In the event that-

(1) Any applicable Market Index indicator is discontinued or its method of derivation is altered substantially; or

(2) The Contracting Officer determines that the Market Index indicator consistently and substantially fails to reflect market conditions,-

the parties shall mutually agree upon an appropriate and comparable substitute and the contract shall be modified to reflect such substitute effective on the date the indicator was discontinued, altered, or began to consistently and substantially fail to reflect market conditions. If the parties fail to agree on an appropriate substitute, the matter shall be resolved in accordance with paragraph (d), Disputes, of the CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS clause of this contract.

(h) EXAMINATION OF RECORDS. The Contractor agrees that the Contracting Officer or designated representative shall have the right to examine the Contractor's books, records, documents, or other data the Contracting Officer deems necessary to verify Contractor adherence to the provisions of this clause.

(End of Clause)