DRAFT Solicitation Model.pdf

DRAFT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Electric Supply and Distribution Each=MWh and Distribution tariffs, transmission tariffs, duties (reference Article 9), and any regulated pass through charges.

FFP

Electric Supply and Distribution NSA Rota, Spain. The estimated value Represents the value in Euro.

The Awardee is to provide electricity supply in accordance with Agreement #TBD FOB: Destination

20,418,000.00 Each

EST

NET AMT EST

PREAMBLE

Naval Facilities Engineering Command Europe Africa Central (NAVFAC EURAFCENT) is the United States Government (hereinafter Government) agent delegated to procure electricity for supply and transmission of electricity and ancillary services to the Spanish Navy Base (Agrupación Base Naval de Rota) located in Rota, Cadiz, Spain. The location in the electrical grid is identified by the NIF/CIF N4001073H, and by CUPS ES0031102555053001GD0F belonging to Endesa Distribución Electrica S.L.U, the sole electric distribution company with Spanish government jurisdiction to provide local distribution services in the region.

The estimated amount of energy to be provided is 301,418 MWh (mega-watt hours) over the thirty-six months term of the agreement. The contractor shall furnish all labor, management, supervision, tools, materials, equipment, incidental engineering and transportation, except otherwise specified herein, necessary to perform these services.

The Contractor shall provide services herein over the 36 (thirty-six) month period May 1, 2021 – April 30, 2024.

In the event of any inconsistency between the terms of this agreement and any of the Contractor’s rules and regulations, the terms of this agreement shall control.

Article 1. Communication and Agreement Modifications

Communication between the Parties concerning the agreement administration and modifications will be conducted in writing.

Such communication will be sent by email with all correspondence attached in .pdf format to the email addresses listed below:

Name Email Phone

Alex Wingert

Alex.wingert@eu.navy.mil

Comm +39.0815685517

Magdalena Guerra Magdalena.guerra@eu.navy.mil Comm +39.0815682601

Maurizio Caschera Maurizio.Caschera.IT@eu.navy.mil Comm +39.0815687725

Raffaele Castellano Raffaele.Castella.it@eu.navy.mil Comm +39.0815684277

The Contractor shall ensure that all correspondence addressed to the Government is submitted in English, or Spanish and English for attachments.

The primary point of contact for this agreement is the Contracting Officer and Contract Specialist for contractual matters.

Each modification to the agreement shall be performed through the bilateral completion of the Standard Form 30 (SF30), by Government and Contractor. The Government shall issue an SF30 to the Contractor who will countersign and return to the Government within 2 weeks by email in pdf format. A sample SF30 is provided as Enclosure (5).

The Contractor shall designate at least two technical points of contact (a primary and a deputy) to be responsible for all the public relations with the Government. The point of contact shall not be a Call Center and shall provide full and prompt assistance to any issues regarding the agreement administration. No later than 10 working days prior to the commencement of the performance period, the Contractor shall notify the Contracting Officer via email the name, email address and telephone numbers of the Contractor’s key representatives for this agreement Should a point of contact be replaced, the Contractor shall provide the new point of contact to the Government within 5 working days of replacement.

The regulation of electricity in Spain, to include supply, transportation and distribution, is governed by the Ministerio de Energía, Turismo y Agenda Digital (Ministry of Industry, Tourism, and Digital Agenda) (MINETAD) which is in charge of the energy policies and regulated electricity rates, and by the Spanish Civil Code. If, during the term of this AGREEMENT, there is an approved change in the regulatory rates noted in this article for services obtained under this agreement, the Contractor agrees to continue to furnish, and the Government agrees to continue to pay for, those Services at the newly approved rates from and after the date such a rate change is made effective. A modification to this agreement is not necessary to implement these changes. The contractor shall provide notice of any change in Tariffs as issued by the MINETAD to the government points of contact as identified in Article 1 above.

Article 2. Conditions of the Supply and Transmission of Electricity and Ancillary Service Upon execution of the agreement, the Government authorizes and the Contractor agrees to establish on the Government’s behalf the access tariff agreement with the Distributor, for current 16 MW of peak demand capacity, under 66 kV tariff category 6.2.

The Contractor shall establish the terms of the agreement with transmission operator, the local distributor or other subjects involved in the supply management; in particular, the Contractor shall be responsible for electricity transmission and distribution contracts for the delivery point in accordance with the MINETAD.

The Contractor and the Distributor shall have access to the premises served at all reasonable times during the term of this agreement and for a reasonable period of time following its expiration or termination, to perform certain work on any equipment and systems of its own property, which shall include but not be limited to the following: for the purpose of reading meters, making repairs, or removals of the Distributor’s equipment, or for any other proper purposes hereunder provided, however, that proper military or other governmental authority may limit or restrict such right of access in any manner considered to be reasonably necessary or advisable. However, any such limitation or restriction shall not be to the extent to prohibit the Contractor and Distributor’s ability to render the services and complete any work delivered under this Agreement.

mailto:Maurizio.Caschera.IT@eu.navy.mil mailto:Raffaele.Castella.it@eu.navy.mil

Metering equipment of standard manufacture supplied by the Distributor hereunder shall be furnished, installed, calibrated and maintained by the Distributor at its expense when deemed untampered.

The electricity supply shall be continuous and non-interruptible.

In the event of service interruptions scheduled by the Distributor for maintenance reasons, the Contractor shall engage with the Distributor to pursue at least seven working days’ advance notice to the Government, informing the Government on time and duration of the power interruption.

The quantity of the electricity consumed under the agreement is subject to ordinary variations due to various causes. Such variations shall not justify failure to deliver electricity nor justify any Contractor claims against the Government.

The Contractor shall not request any revision to prices if, at the completion of the billing month, consumption resulted in lower or higher usage than the Government’s estimate. Likewise, should consumption be higher than estimated, the Government shall not request any discount at the completion of the billing month.

The Government only agrees to purchase and pay for electricity supplied by the Contractor as recorded by the Distributor’s official meters and at the agreed prices. Transmission, distribution and ancillary services will be invoiced by the Contractor as detailed in Article 10.

Through the duration of this agreement, the Contractor shall make the following available to the Government by the 10th of every month (this is subject to the metering data submission from the Distributor), through a secure website using a password unique to the Government or through email sent to the email addresses listed in Article 1.

- monthly summary demand and consumption data for all the calendar months preceding the current month, in the format found in Enclosure (2).

- hourly and 15-minute consumption data, reported in table format.

Failure to meet these terms will be governed by the procedure in Article 15.

Unless otherwise agreed to by both Parties, payments will be made via bank transfer through the proper Payment Offices as detailed in Article 11.

Article 3. Period of Performance The agreement performance shall begin on May 1, 2021 at 00:00. The agreement performance period ends on April 30, 2024 at 24:00.

Article 4. Unit Price of Supply The unit price per mega-watt-hour (MWh) shall include:

All electric energy charges except tariffs, duties and/or regulated pass-through charges.

Price of electricity shall also include:

… Costs associated with the application of Directive 2009/29/EC and Orden IET/697/2015.

… Cost associated with the application of the Directive 2012/27/UE.

… Cost associated to the “constantes horarias de perdidas”, losses hourly coefficient [K] (see Note (*) below) … Cost associated with the “Mercados de Compra de Energía y Servicios Complementarios y Restricciones”, Energy including Ancillary Services.

… Imbalance costs and any other dispatch costs related to scheduling of deliveries including, but not limited to, system adjustments, “Ajustes del Sistema”. Not to include the regulated pass-through tariff, “Reserva estratégica de respuesta rápida para el respaldo de los servicios de ajuste del Sistema, (RESA)”.

… Costs relevant to holding the necessary authorizations, in accordance with current legislation, to subscribe on behalf of the Government, to purchase transportation rights, production capacity at national level and import of energy from foreign markets.

… Cost associated with any deviations from monthly projection to include managerial deviations, "Gestión de Desvíos".

Note (*). Total Losses are composed of two factors.

1. The first is regulated and posted on the Official State Gazette of Spain [Boletin Oficial del Estado, (BOE).

2. The second, is the losses hourly coefficient [K].

For the purpose of this firm fixed price agreement, the losses hourly coefficient [K], is estimated by the Contractor. The losses hourly coefficient [K], shall be pre-determined at the time of proposal submission and factored into the offer price;

therefore maintained constant (“apantallado”, screened) for the whole period of performance.

For billing purposes, the regulated portion shall be included in the pass-through section of the bill and the losses hourly coefficient [K] portion shall be part of the offeror’s firm fixed-price (FFP).

All regulated distribution tariffs, transmission tariffs, duties (reference article 9), and any regulated pass through charges are as submitted in Enclosure (3) “Regulated Charges Information Form”. Enclosure (3) is signed, stamped, and made part of this agreement, and incorporates a declaration stating that “The listed tariff components are not included in the offer price and will be the only regulated tariff items invoiced as pass through charges”. Tariff rates are subject to modification by the

MINETAD.

Offer Price shall NOT include the following regulated pass-through tariff items:

… Peajes de Acceso (Access Tariffs).

… Término de Potencia (Power Demand Term) (kW).

… Término de Energia (Energy Cost Term) (kWh).

… Pérdidas (Losses) as defined under BOE Orden IET/107/2014 (31st January '14) and further modifications.

… RFE (Retribucion del Coste de contribucion al fundo Nacional de Eficiencia Energetica Regulado) as defined under

Orden TEC/332/2019 (20th March '19) and following modifications.

… Pago por Capacidad (Capacity Payments).

… Retribución del Operador del Mercado (Remuneration of the Market Operator).

… Retribución del Operador del Sistema (Remuneration of the System Operator).

… Coste del Servicio de Interrumpibilidad (Interruptibility Service Cost).

… Alquiler de Medidores (Meter Rental).

… Complemento por Consumo de Reactiva (Supplement for Reactive Power Consumption).

… Penalizaciones por Excesos de Potencia (Excess Demand Penalty).

… Future charges for “Aportación Fondo Nacional para la Sostenibilidad del Sistema Eléctrico”, "FNSSE" … Future charges “Reserva estratégica de respuesta rápida para el respaldo de los servicios de ajuste del sistema eléctrico

"RESA"

Offer Price shall also NOT include any taxes to which the United States Government is exempt (see Articles 10 and

11) as the listed below or otherwise:

… Impuesto Municipal (Municipal Tax).

Article 5. Offer Conditions and Award Criteria Instructions to offerors, basis for award, and conditions for receipt of Offeror’s Technical and Pricing Offers are described in the Addendum to this solicitation.

Article 6. Bank Guarantee The Awarded Offeror will be required to sign and submit a Bank Guarantee in the amount of €250,000 within ten business days after agreement award. The Bank Guarantee will be incorporated into the agreement via a SF30 modification. The bank Guarantee will be valid through October 31, 2024, six months after the end of the period of performance, and will be payable on a written first-demand basis. Additionally, the Government will retain physical possession of the Bank Guarantee. The Government may make a written first-demand should the Contractor default per Article 15.

Article 7. Regulations The Contractor will adhere to the rules and regulations implemented by Ministerio de Energía, Turismo y Agenda Digital (Ministry of Industry, Tourism, and Digital Agenda) (MINETAD), Comisión Nacional de los Mercados y la Competencia (National Commission for Markets and Competition) (CNMC) and other governing bodies, for the purposes of electricity regulation.

The regulation of electricity in Spain, to include supply, transportation and distribution, is governed by the Spanish Civil Code. For the issues not explicitly provided for in the agreement, both Parties agree to accept the terms of the Código Civil (Spanish Civil Code).

Article 8. Change in terms and conditions for regulated services In the event that rules and regulations issued and enforced by regulatory bodies should affect the supply agreement terms, the Contractor and the Government will negotiate a modification in order to comply with the requirements within 60 days from one Party’s request to the other Party.

Article 9. Taxes and Duties The Contractor represents that the agreement price, including subcontract prices, do not include the taxes identified herein, or any other taxes from which the United States Government is exempt.

In accordance with tax relief agreements between the United States Government and the Spanish Government, and because the incumbent agreement arises from the activities of the United States Forces in Spain, the agreement will be exempt from the following excise, luxury, and transaction taxes, or any other taxes from which the United States Government is exempt:

(1) Derechos de Aduana (Customs Duties)

(2) Impuesto de Compensación a la Importación (Compensation Tax on Imports)

(3) Transmisiones Patrimoniales (Property Transfer Tax)

(4) Impuesto Sobre el Lujo (Luxury Tax)

(5) Actos Juridicos Documentados (Legal Official Transactions)

(6) Impuesto sobre el Trafico de Empresas (Business Trade Tax)

(7) Impuesto Especiales de Fabricación (Special Products Tax)

(8) Impuesto Sobre el Petroleo y Derivados (Tax on Petroleum and its By-Products)

(9) Impuesto Sobre el Uso de Telefonia (Telephone Tax)

(10) Impuesto General Sobre la Renta de Sociedades y demas Entidades Juridicas (General Corporation Income

Tax)

(11) Impuesto Industrial (Industrial Tax)

(12) Impuesto de Rentas Sobre el Capital (Capital Gains Tax)

(13) Plus Valia (Increase on Real Property)

(14) Contribución Territorial Urbana (Metropolitan Real Estate Tax)

(15) Contribución Territorial Rustica y Pecuaria (Farmland Real Estate Tax)

(16) Impuestos de la Diputación (Country Service Charges)

(17) Impuestos Municipal y Tasas Parafiscales (Municipal Tax and Charges)

(18) IVA (VAT)

(19) Impuesto sobre electricidad

Article 10. Invoice and Payment An invoice must include:

• Name and address of the Contractor;

• Invoice date and number;

• Agreement number, line item number

• Description, quantity, unit of measure, unit price as defined in Article 4, Enclosure (3)charges, and extended total price;

• Dates of service

The Contractor may only invoice for charges allowed under the terms and conditions of the agreement. All expenses relevant to invoicing, including stamps and mailing costs, shall be the Contractor’s responsibility and shall be included in the awarded price. If such costs are broken out and included on any invoice, the costs will not be reimbursable. All invoicing shall be based on metered quantities at the service point.

In the event the Distributor has not performed a meter reading on the account, the Contractor shall invoice on the basis of historic monthly consumption. Estimated bills shall be reconciled with actual readings on the first billing cycle after the Distributor bill is made available. The resulting debits or credits will be applied to the next invoice produced by the Contractor and must be clearly represented on the invoice.

Where feasible, during months when the Distributor’s information is missing, agreements may be reached between the Government and Contractor to have invoices based on Government readings at no additional cost to either Party.

Invoices shall be issued to the Government by the 20th day of the month following the month when the consumption occurred.

Invoices submitted in accordance with the terms and conditions of the agreement shall be exclusive of all taxes or duties for which relief is available, as described at Article 9.

In case the Government detects errors or inaccuracies in the invoices and gives written notice to the Contractor, such invoices will be put on hold until the issue is settled and no late charges or fees for late payment will be assessed by the Contractor.

As a general rule, credits due to the Government will be indicated in the next invoice(s) for consumption and deducted from the total amount due as far as the net amount is a debit. Should this be unfeasible due to agreement expiration, the credit claimed by the Government shall be reimbursed via electronic fund transfer (EFT) or bank transfers to an USG Euro bank account. The Government will provide an appropriate IBAN code when required. The bank transfer shall include all information needed to identify reference invoices and credits.

The Government may not accept stand-alone credit invoices. Credit invoices or notes shall be notified to the Government in advance of issuing. Credits may be accepted and processed only if made part of single or aggregate payments resulting in a debit amount.

Any modifications, amendments, supplements or revisions to Distribution tariffs, transmission tariffs, duties, and to any regulated pass through charges (reference Article 9), shall be notified in writing to the Government, citing the issuing governing body and as soon as published.

Article 11. Submission and Payment of Invoices The Contractor shall send a digitally signed email with a pdf version of the invoice attached to the email addresses listed below in addition to the email addresses listed in Article 1:

Jose Perez Rodriguez Jose.PerezRodrigu.SP@eu.navy.mil Manuel Marquez Acuña Manuel.MarquezAcu.SP@eu.navy.mil Francisco Fernandez De Castro Francisco.Fernan.SP@eu.navy.mil Alfredo Menendez Gonzalez Alfredo.menendezg.sp@eu.navy.mil

Single email address for invoices: NAVFAC_ROTA_PWD_UEM_UTILITIES_INVOICE@EU.NAVY.MIL

The official invoice receipt date will be the date the Government receives the email.

The payment of the invoices will be made by the following Government Office within 45 calendar days upon receipt of a proper invoice:

Commercial Bill Paying Office U.S. Naval Station Rota Attn.

Sr. D. Manuel Marquez Acuña Manuel.MarquezAcu.SP@eu.navy.mil

The Contractor is required to provide the Government with the information necessary to make payment via bank transfer.

Within 15 working days after award, the Contractor shall send a digitally signed e-mail with this information directly to the points of contact shown in Article 1.

The Contracting Officer may determine that another method of payment is appropriate. The details of payment methods will be agreed at the time of notification. The Contractor is required to promptly notify the Contracting Officer of any change affecting the way the payment of invoices must be performed.

Article 12. Joint Ventures Agreement See Addendum to this Solicitation

Article 13. Protest

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from:

NAVFAC EUROPE AFRICA CENTRAL

PSC 817 BOX 51

FPO AE 09622-0001

mailto:Francisco.Fernan.SP@eu.navy.mil mailto:Manuel.MarquezAcu.SP@eu.navy.mil

ATTN: CONTRACTING OFFICER

EMAIL: Cherie.Mitchell@eu.navy.mil

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.

An additional copy of the protest will be sent to the Contract Specialist, Magdalena Guerra via email at magdalena.guerra@eu.navy.mil.

Article 14. Termination for Convenience The Contracting Officer, on behalf of the Government, has the right to unilaterally terminate the agreement with a 6-month advance notice.

The Contractor has the right to unilaterally terminate the agreement by giving the Contracting Officer a 6- month written advance notice.

The party that terminates the agreement shall pay fair compensation of provable irretrievable costs afforded or to be afforded by the other party until the set agreement expiration.

Article 15. Termination for Cause The Government may terminate this agreement, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any agreement 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 rendered, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law.

The Contracting Officer on behalf of the Government may terminate the agreement by giving the Contractor a written notice due to failure to meet the terms of this agreement and the “Conditions of the Supply and Transmission of Electricity and Ancillary Service” stipulated in Article 2.

Article 16. Failure to Meet Minor Agreement Terms - Not Applicable to utility agreements in Spain

Article 17. Agreement Administration In no event will any understanding, modification, change order, or other matter deviating from the terms of the agreement between the Contractor and any person other than the Contracting Officer be effective or binding upon the Government, unless formalized by proper contractual documents executed by the Contracting Officer prior to completion of the agreement.

The authorized representative as indicated hereinafter:

The Contracting Officer’s Representative (COR) is designated by the Contracting Officer as the authorized representative of the Contracting Officer. The COR is responsible for monitoring performance and the technical management of the effort required hereunder, and should be contacted regarding questions or problems of a technical nature. All questions pertaining to any changes/modifications shall be addressed to the Contracting Officer.

Written notice of the above designations will be provided by the Contracting Officer to the Contractor.

Contractor’s performance will be evaluated and reported by the Government on the Contract Performance Assessment Reporting System (CPARS).

Article 18. Force Majeure No Party shall be liable for any failure to perform its obligations where such failure is a result of acts of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), invasion, sovereign act of foreign nations, hostilities, civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, interruption or failure of electricity due to any third party (Transmission Operator, Distributor, etc.) or legislative provisions which make it impossible for any of the parties to fulfil their obligations.

Upon the occurrence of a force majeure, the party affected by the force majeure shall notify the other party in writing of the commencement of the force majeure.

Where a force majeure continues for a period of 90 days, the Party affected by the force majeure may, by written notice to the other Party, terminate this agreement.

Article 19. Gratuities The right of the Contractor to proceed may be terminated by written notice if, after notice the agency head or a designee determines that the Contractor, its agent, or another representative offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government and intended, by the gratuity, to obtain an agreement or favorable treatment under the agreement.

(a) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(b) If this agreement is terminated under paragraph (a) of this article, the Government is entitled-

(1) To pursue the same remedies as in a breach of the agreement; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than

3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or designee.

(c) The rights and remedies of the Government provided in this article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this agreement.

Article 20. Agreement against contingent fees The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this agreement upon an understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of the contingent fee.

"Bona fide agency," as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain U.S.

Government agreement nor holds itself out as being able to obtain any U.S. Government agreement or agreement through improper influence.

"Bona fide employee," as used in this clause, means a person, employed by a contractor and subject to the contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain U.S. Government contracts nor holds out as being able to obtain any U.S. Government agreement through improper influence.

"Contingent fee," as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a U.S. Government agreement.

"Improper influence," as used in this clause, means any influence that induces or tends to induce a U.S. Government employee or officer to give consideration or to act regarding a U.S. Government agreement on any basis other than the merits of the matter.

Article 21. Domicile of the Parties The legal domicile for service of process is the Contractor’s legal place of incorporation. The legal domicile for the U.S Government is defined as by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters of 1965. In the event disputes should arise between the Parties concerning interpretation, performance, validity efficacy and resolution of the agreement, the parties agree to solve the dispute as described in Article 23.

Article 22. Inconsistency between English and Spanish language In case of inconsistency or ambiguity between the agreement terms expressed in English and Spanish languages, English shall control.

Article 23. Disputes Except as provided by the Spanish Law, all disputes arising under or relating to the agreement shall be resolved under this article.

(a) This agreement is subject to 41 U.S.C. chapter 71, Contract Disputes.

(b) Except as provided in 41 U.S.C. chapter 71, all disputes arising under or relating to this agreement shall be resolved under this clause.

(c) “Claim,” as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of agreement terms, or other relief arising under or relating to this agreement. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under 41 U.S.C. chapter 71 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C. chapter 71. The submission may be converted to a claim under 41 U.S.C. chapter 71, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

(d)

(1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this agreement, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer.

(2)

(i) The contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the agreement adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor.”

(3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim.

(e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The Contracting Officer’s decision shall be final unless the Contractor appeals or files a suit as provided in 41 U.S.C.

chapter 71.

(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor’s specific reasons for rejecting the offer.

(h) The Government shall pay interest on the amount found due and unpaid from

(1) the date that the Contracting Officer receives the claim (certified, if required); or

(2) the date that payment otherwise would be due, if that date is later, until the date of payment.

With regard to claims having defective certifications, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of this agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the agreement, and comply with any decision of the Contracting Officer.

Article 24. Assignment of Claims

(a) No claims for monies due, or to become due, shall be assigned by the Contractor unless:

a. Approved in writing by the Contracting Officer;

b. Permitted by the laws and regulations of the Contractor's country; and

c. Made in accordance with the laws and regulations of the United States of America

(b) Any assignment under this agreement shall cover all amounts payable under this agreement and not already paid, and shall not be made to more than one party, except that any such assignment may be made to one party as agent or trustee for two or more parties participating in such financing. On each invoice or voucher submitted for payment under this agreement to which any assignment applies, and for which direct payment thereof is to be made to an assignee, the Contractor shall—

a. Identify the assignee by name and complete address; and

b. Acknowledge the validity of the assignment and the right of the named assignee to receive payment in the amount invoiced or vouchered.

Article 25. Addition and Termination of Services Under this agreement the Client is entitled to request delivery of electricity to additional service points. In such event, the Client shall acknowledge the addition through the bilateral execution of a modification including the new facility’s requirements.

The Contractor shall accept these additional service points keeping the same agreement prices and conditions of the current agreement, provided that such changes do not cause an increase or decrease that is more or less than 7% from estimated annual consumption.

Agreement List of Enclosures

Enclosures:

Enclosure (1) – Definitions and Acronyms

Enclosure (2) – Projected Energy Consumption Monthly Data Format

Enclosure (3) –Regulated Charges Information Form (Shall be inserted at time of award)

Enclosure (4) –Firm Fixed Price Form (Shall be inserted at time of award)

Enclosure (5) – Sample SF30

Enclosure (6) –Bank Guarantee (Per Art. 6, shall be inserted via a modification as part of agreement)

Addendum This addendum is for solicitation purpose only. It will not be part of the Agreement once awarded.

MILESTONES:

DESCRIPTION ACTION DATE-TIME

PRE-PROPOSAL INQUIRIES OFFEROR 03 MARCH - 1000

RESPONSE TO PRE-PROPOSAL INQUIRIES GOV 10 MARCH - 1200

TECHNICAL PROPOSAL SUBMISSION OFFEROR 19 MARCH - 1000

ACCEPTABLE TECHNICAL PROPOSSAL

NOTICE

GOV 26 MARCH - 1100

PRICING PROPOSAL SUBMISSION OFFEROR 30 MARCH - 1000

ANTICIPATED AWARD DATE OFFEROR 1 APRIL (NLT)

INSTRUCTIONS TO OFFERORS

A. SITE VISIT

There is no pre-proposal conference and site visit scheduled for this requirement.

B. FORMAT TO SUBMIT PRE-PROPOSAL INQUIRIES (PPI)

All prospective offerors submitting Pre-Proposal Inquiries PPIs must use the following PPI form. All PPIs shall be submitted by 03 March 2021 by 10:00 AM Central European Time (CET) to Magdalena Guerra at magdalena.guerra@eu.navy.mil and Mitchell Cherie at Cherie.Mitchell@eu.navy.mil. PPIs shall be submitted in Microsoft Word and only have one question per sheet. Proposal Questions will be answered by 10 March 2021 by 12:00 PM Central European Time (CET) and posted on SAM BETA GOV website:

https://www.beta.sam.gov.

PRE-PROPOSAL

INQUIRY(Please type)

RFP: N3319121R4009 PPI No.

SOLICITATION: Competitive Power Spain

NOTE: ALL PRE-PROPOSAL INQUIRIES SHALL BE SUBMITTED BY E-MAIL, ON THIS FORM TO

THE FOLLOWING E-MAIL ADDRESSES. SUBMIT ONLY ONE INQUIRY ON EACH FORM.

magdalena.guerra@eu.navy.mil Cherie.Mitchell@eu.navy.mil

DATE OF PROPOSAL INQUIRY:

FROM FIRM: POC:

ADDRESS:

PHONE NO.:

E-MAIL ADDRESS:

PROPOSAL INQUIRY :

RFP Section, page number, and paragraph (if applicable):

(This Section to be filled by Government)

GOVERNMENT RESPONSE:

Amendment required? Yes No Digital signature:

mailto:magdalena.guerra@eu.navy.mil mailto:Cherie.Mitchell@eu.navy.mil

ELECTRICITY AND ANCILLARY SERVICES, ROTA, SPAIN SOLICITATION N3319121R4009

C. JOINT VENTURE AGREEMENT

Offerors that are submitting a proposal under a Joint Venture shall adhere to the following: For the purposes of this solicitation, a joint venture (JV) refers to a U.S.-Styled Formal legal entity in the nature of a partnership comprised of two or more Persons or companies. Each joint venture must provide one (1) CAGE/NCAGE code, one (1) DUNS number for the joint venture and one (1) DUNS number for each member comprising the joint venture.

Each joint venture must be registered in SAM using the name of the joint venture that establishes the JV.

Joint Venture Offerors (JV), shall provide with their proposal a notarized legal document. The JV Agreement shall take effect upon the submission of the proposal and remain irrevocable until one (1) year after the work has been finally inspected and accepted by the Government. Submission of the notarized legal document that establishes the JV shall be furnished with the proposal in its original language version along with a certified English translation of the notarized JV document.

The Joint Venture must be formed and valid at the time of submission of the proposal. The validated notarized legal document must include language that each member of the JV will be jointly and severally liable for the performance of the whole agreement and will be incorporated into the agreement award if award is made to the JV.

The Joint Venture Agreement shall include, at a minimum, the following:

(a) Name of firms that form the JV and the name of the JV.

(b) Name and title of the corporate officials signing on behalf of each party.

(c) Solicitation number.

(d) Description of the responsibilities in terms of work category for each member (for example:

Firm A performing 100% of work).

(e) The statement "The composition and structure of the JV will remain unchanged from award to one (1) year after agreement completion.”

(f) Date of issuance of the agreement and notarized signature of the corporate officials signing in behalf of each party.

(g) Statement under oath stating that the Joint Venture (JV) is in compliance at the time of proposal submission with all applicable laws, rules, and regulations. This statement must be signed under oath by all members comprising the Joint Venture.

(i) Have appropriate vendor registration as required in Section M.

The U.S. Government reserves the right to review the actual JV Agreement, to determine its basis and compliance with the applicable laws. Any internal agreements affecting the internal composition of the existing JV and its potential liabilities in relation to the agreement (performance guarantee, insurance, etc.) will be sent to the Contracting Officer to provide notice of the same. Any change in the composition of the JV will require the JV to formally request a Novation Agreement in accordance with FAR 42.12, which will be approved/disapproved at the discretion of the Contracting Officer.

D. SYSTEM FOR AWARD MANAGEMENT

1. System for Award Management (SAM) registration is required for all Offerors, including Joint Venture (JV) Offerors (registration must state the NAME of the JV). SAM registration can be accomplished at https://www.sam.gov. Offerors not currently registered in SAM shall obtain a DUNS number and a CAGE or NCAGE prior to registering in SAM.

2. A DUNS number is required for all Offerors, including JV Offerors. In addition to the DUNS number required for JV Offerors, JV Offerors must provide a DUNS number for each member comprising the JV.DUNS numbers can be obtained at http://fedgov.dnb.com/webform.

The DUNS number is required in order to register in SAM.

3. Offerors must be registered in the SAM prior to the submission of proposals. If the Offeror is not currently active in SAM, then the Offeror must provide proof of registration with their price proposal submission. SAM registration must be active in order to be considered for award.

http://fedgov.dnb.com/webform

E. CAGE/NCAGE CODE

1. A CAGE/NGAGE Code is required for all Offerors, including JV Offerors. JV Offerors must acquire a CAGE/NCAGE Code registered in the JV name.

2. U.S. Offerors, including Joint Venture Offerors: U.S. Offerors must obtain a CAGE Code prior to registering in the SAM database, which is part of the SAM registration process.

3. Non-U.S. (foreign) Offerors ONLY: Non-U.S. Offerors must obtain a NATO CAGE (NCAGE) Code instead of a CAGE Code prior to registering in the SAM database. NCAGE codes may be obtained at the NCAGE website https://eportal.nspa.nato.int/AC135Public/CageTool/home

F. PROPOSAL REQUIREMENTS

Offerors shall submit the following proposals:

1. Technical Proposal

2. Price Proposal

Offerors shall submit a technical proposal and price proposal in two separate volumes. Proposals shall be submitted in English, except where documents originate or are issued by the Spanish Government, then the document may remain in Spanish and do not require translation. The technical proposal shall not contain any pricing information. The technical proposal presented by the offeror to whom the award is made will be incorporated into the agreement at time of award.

Only offers received via e-mail within the stated time may be accepted. The official time stamp will be the one of the Contract Specialist’s computer.

Proposals shall be submitted via e-mail with the subject line as one of the following:

“SOLICITATION N3319121R4009; Competitive Electricity Spain”

Multiple e-mails may need to be sent for any of the submissions, if your e-mail exceeds 5MB.

If you need to submit more than one e-mail for any of the above submission, then number them at the end of the e-mail subject title as 1 of ?, 2 of ?, etc.

Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation.

Proposals shall be submitted via e-mail to Magdalena Guerra at magdalena.guerra@eu.navy.mil and Cherie Mitchell at Cherie.Mitchell@eu.navy.mil by the time specified in the solicitation.

Solicitation Submittal Requirements

(1) Technical Proposal Submission, Submit the following no later than 19 March 2021 by 1000:

Any Offeror who does not submit all of the cover letter requirements listed below on (a) may not be considered for award.

a. Cover Letter for Technical Proposal, including:

i. The solicitation number

ii. The name, address, and telephone number of the offeror

iii. CAGE/NCAGE Code mailto:magdalena.guerra@eu.navy.mil

iv. DUNS

v. In case the Offeror is a JOINT VENTURE (JV), the name of the JV MUST BE CLEARLY

IDENTIFIED

vi. Vendor registered and licensed number with Spanish Government.

vii. A statement that acknowledges acceptance of all terms and conditions of the solicitation and any Amendments.

viii. Offeror’s Signature that may sign agreement modifications on behalf of the company.

Any Offeror who does not submit all of the factor requirements listed below on (b), (c), and (d) will not be considered for award.

b. Complete Exhibit A “Experience Providing Electric Supply”, with (a) a statement on the total volume of MWh the offeror supplies annually to all of its customers for a total quantity of at least 500,000 MWh/year, and (b) the energy supplied to three (3) Retail Customers including the appropriate corporate signature and stamp demonstrating that the offeror has supplied electricity at least 100,000 MWh/year of uninterrupted service each to three (3) different customers in the Free Market during the year 2020 or 2019. These end users may be contacted directly by the United States Government.

c. Letters of Financial Capability

i. Two letters issued by two different credit institutions. Letters shall provide confirmation regarding offeror’s current financial ability [see sample in Exhibit B]

ii. It is mandatory that the subject line of the letters specifically reference solicitation number

N3319121R4009 Electric Supply and Distribution, Rota, Spain. Letter may be submitted in Spanish or English.

d. Exhibit C “Regulated Charges Information”, and a Sample High Voltage Invoice.

i. Submit Exhibit C “Regulated Charges Information Form” signed, stamped, which will become part of the agreement in case of award. Exhibit C shall incorporate a declaration stating that “The listed tariff components are not included in the offer price and will be the only regulated tariff items invoiced as pass through charges. Tariff rates are subject to modification by MINETAD”.

ii. Submit a sample invoice to be used under this solicitation that contains sufficient detail to demonstrate the costs associated with the consumption of electricity per time of use category, per day, for each billing period, and the current regulated or pass-through charges.

(2) Pricing Proposal Submission, Submit the following 30 March 2021 by 1000:

If the technical offer is deemed “Technically Acceptable” by NAVFAC EURAFCENT notice will be issued to each Technically Acceptable offeror no later than 11:00 Monday, 26 March 2021, to request submission of a price proposal. Only price proposals requested shall be evaluated.

Any Offeror who does not submit all of the cover letter requirements listed below on (a) and the complete Exhibit H noted below on (b) may not be considered for award.

a. Cover Letter for Price Proposal, including:

i. The solicitation number

ii. The name, address, and telephone number of the offeror

iii. Total Price in Euro (as noted in Exhibit D - Firm Fixed Price Form for entire period of performance)

iv. CAGE/NCAGE Code

v. DUNS

vi. A statement that the offeror agrees to hold the prices in its offer for three (3) business days from the date specified for receipt of offers.

vii. Offeror’s Signature

b. Submit completed Exhibit H “Table of Charges (Billing Simulation)”, parts A and B, following the instructions provided in the Exhibit H.

Any Offeror who does not submit a completed Exhibit D Firm Fixed Price Form will not be considered for award.

c. Completed Exhibit D Firm Fixed Price Form to include a Euro/MWh price for each Time Band (P1 to P6) and each year of the performance period. Only the fields in Yellow shall be filled. A blank space or €0.00 will not be considered as a valid offer. Prices shall be rounded to the euro cent (“€00.00” format). Exhibit D Firm Fixed Price Form shall be signed, stamped, and will become part of the agreement in case of award.

The price shall include:

All electric energy (commodity) charges including the “losses hourly coefficient” [K] (“constantes horarias de perdidas”), See Article 4.

Prices shall NOT include:

All regulated distribution tariffs, transmission tariffs, duties (reference article 9), and any regulated pass through charges as submitted in Exhibit C “Regulated Charges Information Form”.

G. BANK GUARANTEE

The Awarded Offeror will be required to sign and submit a Bank Guarantee in the amount of €250,000 within ten business days after agreement award. Sample text can be found in Exhibit (I), Sample Bank Guarantee.

H. PROVISIONS

The offeror shall submit a completed copy of the provisions included as Exhibit J.

EVALUATION FACTORS FOR AWARD

A. BASIS FOR AWARD

Award will be made to the Offeror whose proposal offers the best value to the Government based on the Lowest Price Technically Acceptable (LPTA) evaluation method. The evaluation factors are as follows:

1- NON-PRICE FACTOR: TECHNICAL CAPABILITY

2- PRICE FACTOR

The Government reserves the right to eliminate from consideration for award any or all offers at any time prior to award of the agreement; to negotiate with offerors in the competitive range; and to award the agreement to the offeror submitting the Lowest Priced, Technically Acceptable (LPTA) offer.

As stated in the solicitation, the Government intends to evaluate proposals and award an agreement without discussions with offerors (except clarifications as described in FAR 15.306(a)). The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. In addition, if the Contracting Officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition. The LPTA process is selected as appropriate for this acquisition because the best value is expected to result from selection of the technically acceptable proposal with the lowest evaluated price.

An overall non-price factors rating must be at least “ACCEPTABLE” in order to be eligible for award. An “UNACCEPTABLE” rating in any factor results in the overall non-price factors proposal being rated “UNACCEPTABLE” unless corrected through discussions. An overall non-price factors rating of “UNACCEPTABLE” makes a proposal ineligible for award.

B. BASIS OF EVALUATION FOR EACH FACTOR

1-NON-PRICE FACTOR: TECHNICAL CAPABILITY

Chart A below summarizes which documents must be submitted FOR EVALUATION by each Offeror for the non-price factors:

Chart A

Factor Solicitation Submittal Requirements-Technical

a. Completed Exhibit A “Experience Providing Electric Supply”

b. Two (2) Letters of Financial Capability (Exhibit B sample)

c. Completed Exhibit C “Regulated Charges Information Form”

ADJECTIVAL RATINGS / DESCRIPTIONS

Each offeror’s technical factors will be evaluated separately. Upon the conclusion of the evaluation of the technical factors, an overall non-price factors rating of Acceptable (A) or Unacceptable (U) will be assigned to each offeror’s non-price factors proposal.

Te…