N33191-23-R-9012 - RFP Italy Natural Gas.pdf

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until 01:00 PM local time 08 May 2023

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24 - 26 H 27 - 30 paul.martha@eu.navy.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 30

(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.

N33191 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 1 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)

PAUL MARTHA 081 568 5597

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 4

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

5 - 9 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 12 - 14 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 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

15 - 22

PART II - CONTRACT CLAUSES

NAVFAC EUROPE AFRICA CENTRAL

VIALE PORTO CAPODICHINO

NAPOLI 80144

39 081 568 7750

39 081 568 7750FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.

ACQR5976737

5. DATE ISSUED

06 Apr 2023

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N3319123R9012

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Each AF1 - Friuli V.G.

FFP

Provide natural gas services for U.S. bases throughout Friuli region.

FOB: Destination

PURCHASE REQUEST NUMBER: ACQR5976737

PSC CD: S111

NET AMT

0002 Each NV1 - Campania

FFP

Provide natural gas services for U.S. bases throughout Campania & Lazio Regions.

FOB: Destination

0003 Each NV2 - Sicily

FFP

Provide natural gas services for U.S. bases throughout Sicily.

FOB: Destination

1001 Each OPTION AF1 - Friuli V.G.

FFP

Provide natural gas services for U.S. bases throughout Friuli region.

FOB: Destination

1002 Each OPTION NV1 - Campania

FFP

Provide natural gas services for U.S. bases throughout Campania & Lazio Regions.

FOB: Destination

1003 Each OPTION NV2 - Sicily

FFP

Provide natural gas services for U.S. bases throughout Sicily.

FOB: Destination

Section C - Descriptions and Specifications

STATEMENT OF WORK

Object of the contract The U.S. Government, hereinafter called “the Government,” “customer,” or “NAVFAC EURAFCENT” hereby solicits a binding offer for the supply of natural gas for the 396 points of delivery listed in Section J, Attachment J- 200000-02.

NAVFAC EURAFCENT is the US Government agent delegated to procure natural gas for the supply of certain Department of Defense (DoD) accounts located in Italy, amounting to 396 delivery points, for an estimated total annual (12 months) consumption of 13,878,424 Standard Cubic Meters (Sm3).

Points of service details are provided in Section J (Attachment J-200000-02). Load profiles and estimated natural gas consumption relevant to each account are provided in Section J (Attachment J-200000-06).

NAVFAC EURAFCENT is soliciting offers for supply and transmission of natural gas and ancillary services for the following relevant Areas:

Table 1. Select DoD Accounts

Line Item Relevant Area Reference

Installation Total # of Accounts

Reference Sheet of J-200000-02

AF1 Friuli V.G. Aviano Base 9 AF1-Aviano NV1 Campania NSA Naples 384 NV1-Campania NV2 Sicily NAS Sigonella 3 NV2-Sicily

This solicitation will result in a contract award to a single provider for natural gas at all “Punti di Riconsegna” (PDRs) included in Attachment J-200000-02. These PDRs are already connected to the natural gas distribution system and are adequately configured to meet natural gas requirements. Attachment J-200000-02 also includes the list of natural gas service points and identification data for each PDR, including ID code, name, address, fiscal code, Meter Class, PDR code as well as main NGas consumption characteristics.

The Instructions, Conditions and Notices to Bidders and the Evaluation Factors for Award are provided in detail under Sections L and M of this Solicitation.

Joint Venture (JV) Offerors shall furnish with their proposal a notarized legal document that establishes the JV and all the documentation listed in Section L Upon award, the Supplier is required to submit a Bank Guarantee in the amount specified in J-200000-03 page 3, for each Line Item that it has been awarded. The Bank Guarantee, whose language is provided in J-200000-05, shall be submitted no later than 21 calendar days after contract award and shall be valid through six months after the end of the period of performance.

The Supplier shall establish the terms of contracts with the Transporter, the local Distributor or other subjects involved in the supply management. In particular, the Supplier shall be responsible for natural gas supply, transport, storage and, distribution contracts for each delivery point in accordance with the current provisions of the Italian Regulation Authority of Energy Grids and Environment ARERA (Autorità di Regolazione per Energia Reti e Ambiente).

NAVFAC EURAFCENT, when possible, will provide any necessary documentation and information instrumental for the Supplier to draw the transportation and distribution contracts on its behalf.

The Supplier shall designate at least two points of contact (a prime and a deputy) to be responsible for all communication with NAVFAC EURAFCENT. The point of contact shall not be a Call Center and shall provide full and prompt assistance for any issues regarding the supply of natural gas and contract administration. At least one of the points of contact shall have contractual authority to represent the Supplier.

No later than 10 working days prior to the date the contract becomes effective, the Supplier shall notify NAVFAC EURAFCENT via email of the names, email addresses and telephone numbers of the Points of Contact (POC) for the Supplier for the contract. Should a Point of Contact (POC) be replaced the Supplier shall provide updated contact information to NAVFAC EURAFCENT within 5 working days.

Article 1. Communication and Contract Modifications

Official written communication between the Supplier and Contracting Officer concerning the contract shall be sent to:

Commanding Officer NAVFAC EURAFCENT – Contracting Support Line Viale Porto, Box 51 – Aeroporto Capodichino 80144 - Napoli, Italia

All correspondence from the Supplier to NAVFAC EURAFCENT shall be in both English and Italian. If the Supplier sends registered mail to the above address, the Supplier shall also email a copy of letter to the NAVFAC EURAFCENT Contracting Officer and POCs.

All emails from the Supplier shall include the relevant Contract Specialist(s). Please note that the U.S. Government cannot send or receive official Italian registered emails (Posta Elettronica Certificata, “PEC”).

All contract modifications must be in writing. Modifications will be prepared on the US Government Standard Form-30 (“SF30”). The Contracting Officer will send the SF30 to the Supplier, and the Supplier shall sign the SF30 and return to the Contracting Officer by email. Only the Contracting Officer has the authority to sign on behalf of the U.S. Government.

Article 2. Conditions of Supply

The contractor shall supply natural gas under this contract on a continuous and non-interruptible basis.

This contract does not constitute an advance purchase of natural gas. The quantities of natural gas specified in the attachment J-200000-02, are estimates only, and the quantity consumed will vary depending on the actual usage.

These estimates are based on historical load profiles and are provided to assist Offerors in developing their best-priced offer. The Supplier shall not be entitled to a price adjustment should there be a variation in quantity of consumption from the estimated quantities provided in the attachment J-200000-06.

NAVFAC EURAFCENT only agrees to purchase and pay for the total quantity supplied by the Supplier as recorded by the Distributor’s official meters at the agreed contract prices.

The Supplier shall enter into transportation and distribution contracts for the transmission and distribution of natural gas. The Supplier will invoice for any transportation and distribution costs without markup, as indicated in Article 4.

The Supplier shall provide NAVFAC EURAFCENT the following information through a secure website:

• A monthly summary of metered data listed by PDR and where available, daily consumption, demand and consumption data for all calendar months preceding the current month reported in table/spreadsheet format;

and

• Daily consumption records for all metered PDRs whose class is higher than G10. (Supplier shall obtain daily consumption records for these meters from the Distributor.) The Supplier shall provide this data for all calendar months preceding the current month

The Supplier shall provide the link to the secure website by the 15th of every month, subject to the data submission from the Distributor, the name of the website, as well as the username, password, and link, must be provided by the Offeror within five days of contract award.

Article 3. Period of Performance

The period of contract performance will be 12 months from the date of the start of service with a 12-month option period of performance for a total of 24 months.

Article 4. Price of Natural Gas Supply

The monthly unit price Pgasm expressed in [c €/Sm3] (euro-cents per standard cubic meter) will be applied to the natural gas withdrawn in each month “m” by the Customer at each gas delivery point (PDR) referred to in attachment J-200000-02. The unit price will be calculated monthly using the following formula:

Pgasm = PSV DAm (c €/Sm3) + TF (c €/Sm3)

• PSV DAm is the average value in the month m of the index PSV DA.

• PSV DA is defined as the average of the Bid and Offer prices of the daily quotations of the reference month of the "PSV Price Assessment - Day Ahead" (or "PSV Price Assessment - Weekend" for each non-working day) published by European Spot Gas Markets, in the ICIS Heren Report written by ICIS Heren. Prices in € / MWh are converted into c€/Sm3 by multiplying times the coefficient c = 1.05833. Coefficient “c” refers to a gas having, under standard conditions, a Higher Calorific Value, hereinafter “PCS,” equal to 38,100 kJ/Sm3.

The above "PSV DAm" price is adjusted monthly in proportion to the PCS of the withdrawal month as communicated by the gas distributor/grid operator. In the absence of the PCS value of the month of collection, the last PCS value available will be used, subject to adjustment.

TF is defined as the Transaction Fee expressed in (c €/Sm3) and equal to TF = ± X.XX (c € / Sm3) This is the supply management fee, which includes the following costs:

• Management and switching of supplies,

• Invoicing of the amounts, including stamp costs;

• Management of personal data;

• Data management (support website for downloading supply data and invoices);

• Customer care;

• Costs associated with QVD (Quota Vendita Dettaglio) as defined in ARERA; and

• Any other items related to the management of the supply.

Pass-through regulated components. The components listed in Attachment J-200000-04 tab “Components” illustrate regulated costs per current transportation, distribution, system charges, and metering tariffs and shall be passed through with no markup to the Government. These components shall be transparent on all provided bills for invoicing purposes. The Government requires 30-day advanced notification to the addresses listed in Article 1 when either the components change (added or deleted) and/or the rates in the tariff changes. If the “Rate” column denotes a component as “ARERA RESOLUTION”, it is an approved pass through charge. If it is denoted as “not applicable”, it is not payable by the Government. Invoices that include charges that are marked as “not applicable” in the “Rate” column will not be paid and will be rejected by the Government.

Any adjustment to the storage or balancing tariffs, and to any other charge related to service forecast that may occur during the term of this contract, shall not be applied.

The Offeror shall not have the right to apply the tariff items specific to the “Tutela” and “Salvaguardia”. No price adjustments shall be provided as a consequence of actual total volumes different from the estimated volumes outlined in Attachment J-200000-06, nor price adjustments related to the weight of the summer consumption.

Article 5. Special Provisions

Energy sourced from Russian Federation. Prohibition on Use of Certain Energy Sourced from Inside the Russian Federation.

Definitions. As used in this article — “Covered military installation” means a military installation in Europe identified by the Department of Defense as a main operating base; and “Furnished energy” means energy furnished to a covered military installation in any form and for any purpose, including heating, cooling, and electricity.

Prohibition. In accordance with section 2821 of the National Defense Authorization Act for Fiscal Year 2020 (Pub.

L. 116-92), the Contractor shall not use in the performance of this contract any energy sourced from inside the Russian Federation as a means of generating the furnished energy for the covered military installation.

Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts and other contractual instruments that are for furnished energy at a covered military installation, including subcontracts and other contractual instruments for commercial items.

• Other Special Provisions. The Supplier agrees that NAVFAC EURAFCENT will not pay any of the following:

• Advanced payment;

• Security deposit;

• Bank or other financial guarantee as a condition of providing the services;

• Meter charges or access to metering data charges other than the applicable rates as provided by ARERA.

The Supplier will provide access to daily consumption data wherever available from the Distributor (e.g. electronic daily meters which are already installed and remotely read).

Article 6.

Reserved.

Article 7. Bank Guarantees

Within 21 days after contract award, the Supplier shall submit a Bank or Insurance Guarantee in accordance with J- 200000-05 for the amount determined in J-200000-03 Form D, page 3. Insurance guarantee shall be issued a company registered under the Bank of Italy (Banca di Italia).

Article 8. Choice Of Law

Unless otherwise stated in this contract, Italian law applies to the distribution and supply of natural gas under this contract.

Article 9. Addition and Termination of Services

Under this contract, NAVFAC EURAFCENT is entitled to request delivery of natural gas to additional service points, modify/transfer current service points and terminate services – without a change to the award price and other terms and conditions. All additions or termination of services shall be effective through a bilateral contract modification. Within 5 days of NAVFAC EURAFCENT’s request to add or terminate services, the Supplier shall provide NAVFAC EURAFCENT documentation demonstrating it has completed the requested addition or termination.

Any charges for gas service transfer, connection, activation, and termination will be as provided for the regulated market per ARERA resolutions, net of taxes and deposit, with no markup to the Government.

Any variation in the technical conditions of supply, such as natural gas capacity increases, decreases, or other charges, shall be carried out and charged in accordance with ARERA regulations with no markup to the Government.

In such events, NAVFAC EURAFCENT and the Supplier shall execute a bilateral contract modification to acknowledge the addition, termination, or change in technical conditions, and provide an updated Attachment J- 200000-02 “Delivery Point Details & Estimated Consumption, which is an integral part of this contract.

The Supplier shall show evidence of timely actions to process requests for natural gas increases, new activations, contract transfers, terminations etc. by forwarding a copy of the relevant application/correspondence submitted to the agencies concerned, such as the Distributor, the Grid Operator or other appropriate agency, within 5 working days from issuance.

Article 10. Change in rates or terms and conditions for regulated services

If any future change in ARERA regulations affects the terms of this contract, NAVFAC EURAFCENT will modify the contract within 60 days after a request by the Supplier.

Article 11. Taxes and duties

The US Government is exempt from all taxes, including Italian Value Added Tax (IVA), as well as any duty, stamps, or other form of taxation. The Supplier agrees to provide all prices, including subcontract prices, without IVA or any other tax for which the Government is exempt. The services under this contract are for the benefit of the United States Government in its sovereign capacity.

For invoicing purposes, the Supplier shall include the following information on all invoices submitted to NAVFAC

EURAFCENT:

• The contract number;

• The IVA tax exemption claimed pursuant to Decree Law (DL) 633/72, Art. 72, dated October 26, 1972;

and

• One of the following fiscal codes, as applicable:

o Navy: 80156020630 o Air Force: 91000190933

The Supplier may address questions regarding the IVA tax to the Ministry of Finance, IVA Office, Rome, Italy, phone +39 06 520741.

In addition to the IVA tax, the Government is exempt from paying taxes, duties, stamps, and any other burden of taxation, as per Law N.427/93 art.66, D.Lgs. 504/95 art.17 and D.Lgs. N.26/07 art.52.

NOTE: The US Government is exempt from stamp tax. Receipts, bills and invoices issued to U.S./NATO Commands may not always be exempt from the stamp tax. As provided at Art. 4, any costs for due stamps (stamp tax) shall be included in the Offerors price.

In accordance with these provisions, NAVFAC EURAFCENT declares that it is solely responsible for the charges due for the supplies included in this contract and that these supplies are necessary to perform the institutional mission of the U.S. Armed Forces in execution of the Northern Atlantic Treaty.

With reference to Article 66, comma 21 of Italian Law 427 dated 29 October 1993 addressing the exemption from additional local taxes, this declaration constitutes the attestation that the supplies covered by this contract, including those relating to housing occupied by employees of military bases, are necessary for the performance of the US Government institutional functions

The Supplier shall reduce the contract price if it receives a refund from any tax authority for the services provided under this contract. The contract price includes all applicable pass through charges in effect at contract signing.

After relieved local tax, as used in this article, means any amount of Local excise or duty tax, that would otherwise have been payable on the transactions or property covered by this contract that the Supplier is not required to pay or bear, or for which the Supplier obtains a refund or drawback, as the result of legislative, judicial, or administrative action which took effect after the contract date. The contract price shall be decreased by the amount of any after-relieved local tax.

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 1001 Destination Government Destination Government 1002 Destination Government Destination Government 1003 Destination Government Destination Government

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 01-JUL-2023 TO

30-JUN-2024

N/A NAVFAC EUROPE AFRICA CENTRAL

ALEX H. WINGERT

PSC 817 BOX 51

FPO AE 09622-0051

39-081-568-5517 FOB: Destination

N33191

0002 POP 01-JUL-2023 TO

30-JUN-2024

N/A (SAME AS PREVIOUS LOCATION)

0003 POP 01-JUL-2023 TO

30-JUN-2024

N/A (SAME AS PREVIOUS LOCATION)

1001 POP 01-JUL-2024 TO

30-JUN-2025

N/A (SAME AS PREVIOUS LOCATION)

1002 POP 01-JUL-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1003 POP 01-JUL-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

Section G - Contract Administration Data

INVOICING INSTRUCTIONS

Article 12. Invoice and Payment

The Supplier shall issue invoices on a monthly basis no later than the 20th day of the month following the supply period. At the same time it issues the invoices, the Supplier shall also provide a copy of the transport bill issued by the Distributor if available or, alternatively, a copy of the spreadsheet reporting the detailed transport costs for all the accounts.

All invoices shall be based on metered quantities at the service point for each account. The Supplier may only invoice for charges allowed under the terms and conditions of this contract. In no event shall the Supplier separately invoice amounts that are already included in the offered price, as provided for under Article 4 “Price of Natural Gas Supply.”

All invoices shall comply with ARERA’s transparency regulations, including ARG/com 202/09 and subsequent modifications as applied to natural gas users in the Free Market.

If the Distributor has not provided the Supplier a monthly meter reading on an account, the Supplier shall issue invoices with estimates based on historical consumption. As an alternative to using estimated historical consumption, NAVFAC EURAFCENT may provide self-read consumption records, where available, to the Supplier to report on bills. The Supplier shall adjust all estimated or self-read consumption invoices on the first billing cycle after the Distributor communicates the official meter readings for the account to the Supplier.

In case NAVFAC EURAFCENT detects errors or inaccuracies in the invoices and gives written notice to the Supplier, such invoices will be put on hold until the issue is settled and the amount of the undue charge will be credited on the following bill. In the event of errors in billing, NAVFAC EURAFCENT will not be liable for a late payment or additional charges.

In case it is determined any charge invoiced by the Supplier is incorrectly billed to NAVFAC EURAFCENT, the Supplier shall reimburse the money paid in excess by crediting the amount on the relevant account.

Credits due to NAVFAC EURAFCENT will be indicated in the next invoice(s). Credits, debts, and invoice whole cancellation (fatture di storno) may likewise be compensated in the next summary invoice report, as long as the net total amount is a debit and after exchange of checks and communications between the supplier and the relevant US Government office.

If there is a credit after contract expiration, the Supplier shall reimburse NAVFAC EURAFCENT via electronic fund transfer (EFT) or bank transfers to a United States Government (USG) Euro bank account. NAVFAC EURAFCENT will provide an appropriate EFT routing information when required. The bank transfer shall include all information needed to identify reference invoices and credits.

The Government cannot accept stand-alone credit invoices. The Government can only accept credit invoices if in a debit amount. The Supplier shall notify NAVFAC EURAFCENT in advance if it intends to issue a credit invoice.

All invoicing shall be based on metered quantities at the service point for each account.

The Government will normally pay invoices within 45 calendar days receipt through e-mail of a complete and proper invoice to the office designated whose email addresses are provided below.

Within 15 working days after contract award, the Supplier shall provide NAVFAC EURAFCENT with the information required to pay invoices via bank transfer. The Supplier shall email this information directly to the emails below and the Contracting Officer.

The Contracting Officer may determine that another method of payment besides bank transfer is appropriate for one or more areas of supply. The Contracting Officer will notify the Supplier as appropriate.

The Supplier shall promptly notify the Contracting Officer of any change affecting the payment of invoices.

If the Government payment is delayed beyond 45 days after receipt of the invoice, the invoiced amount will be increased by applying the current Legal Interest rate (Tasso di Interesse Legale and/or Tasso di Interesse Moratorio) established by law. The Delayed Payment Interest rate will be as published in the Gazzetta Ufficiale.

NAVFAC EURAFCENT will perform payments only upon receipt of specific invoices, including but not limited to one-time amounts due to the distributor for connection charges. Cost estimates/proposals are not considered a substitute to invoices. Official acceptance of a cost proposal and subsequent contract modification, constitute an obligation to pay the accepted amount(s).

Submission of Invoices.

The accounts listed in attachment J-20000-02 shall be addressed to different competent offices as indicated below:

“The Supplier may submit paper invoices, only if required by Italian or Supplier’s internal regulation, to the following addresses:

• For accounts other than housing in Aviano area (AF1-Oth):

31CES/CEO - Area C USAF Via Aeroporto, 33081 Aviano (PN) Attn: Mr. Mauro Bomben

• For NSA Naples area (NV1):

U.S. Naval Support Activity Naples Public Works Department - Utility Branch BLDG 407 1st floor. Viale Porto, Box 22, Aeroporto di Capodichino 80144 Napoli Attn: Luca Guadagnuolo - Nicola Tortorella

• For NAS Sigonella area (NV2):

U.S. Naval Air Station 2 Sigonella Public Works Officer - Budget Dept.

S.P. 69/11- Sigonella, 95121 Catania Attn: Mr. Antonio Bocchieri

The Supplier shall email a pdf of all invoices to the following email addresses:

For accounts in Aviano area (AF1-Oth):

• NAVFAC_AF_UT_BILLING@eu.navy.mil For NSA Naples area (NV1):

• NAVFAC_NAP_UT_BILLING@eu.navy.mil For NAS Sigonella area (NV2):

• NAVFAC_SIG_UT_BILLING@eu.navy.mil

Invoices shall be grouped per area and sent in a single email. In the case that email and attached file exceeds the size of 5MB, the email shall be divided into multiple emails (clearly labeled “1 of n”, “2 of n”, etc) each one of approximately 5MB or less. No file .zip will be acceptable.

The official receipt date will be the date the invoices are emailed to the respective points of contact.

All invoices shall be emailed by the Supplier in PDF format as described above. Based on Italian Budget Act (“Legge di Bilancio”), the Supplier shall still issue the invoices through “Sistema di Interscambio” (SDI) process to make them accessible by “Agenzia delle Entrate” telematics system. The code "0000000" shall be entered in the Unique Code (Codice Univoco) field in the “Sistema di Intercambio” (SDI) system. NAVFAC EURAFCENT is a non-resident entity in Italy and is exempt from VAT, therefore is exempt from the Italian electronic invoicing process, is exempt from providing any legal email address (PEC) required for this procedure, and is also exempt from the downloading of electronic invoices from the SDI.

The Supplier shall provide a Summary Invoice Sheet, per area, on letterhead. The summary shall be dated and numbered and shall show an accurate list of invoices issued on the same date, including the relevant amounts, account PDR codes, account ID codes, single invoice numbers, billed quantities (metered or estimated) and the total amount at the bottom. In addition, the summary invoice shall include the contract number, the unit price set by the contract, the name, title, phone number, email and mailing address of the Supplier point-of-contact in the event of a defective invoice or any other clarifications regarding the invoices. Separate summary invoice sheets will be provided for those supplies that are identified as for domestic use and that are billed on a bi-monthly basis. The Summary Invoice will constitute an official paying document equivalent to a payable invoice. All information shall be as accurate as the ones included in each single invoice. Each summary invoice shall be identified with a unique number, to be defined by the Supplier before the start of the period of performance.

Any change or different grouping to a summary invoice can be made in writing by NAVFAC EURAFCENT with adequate advance notice. If such change or different grouping request is made, the Supplier will follow the new order.

The Supplier shall include a summary list of each invoiced bill per account. The summary list shall include a total of all invoiced bills included in the summary list. Such a total amount will be payable as a lump sum making reference to the summary number.

One or more separate summary sheets may be provided for domestic accounts if this is more adequate or convenient.

In the case that the invoice file cannot be sent electronically via email in PDF format because of server size limitations or any other serious technical problem, the invoice file may be sent, in electronic format (preferably on a CD or DVD) via courier, express mail or a similar mail service. If alternative method of delivery is used, the Supplier will provide email notice to NAVFAC EURAFCENT regarding this alternative method. The alternative method of delivery must ensure mailing is made within the following workday of the invoice date. The date the package is received by the U.S. NAVFAC EURAFCENT will be considered the official receipt date. It is the Suppliers responsibility to send an email and receive confirmation that the invoice was received by NAVFAC

EURAFCENT.

Section I - Contract Clauses

CONTRACT ARTICLES

Article 13. Joint Venture Agreements

Joint Ventures (JV) in possession of the proper legal authority can participate in this solicitation. JV Offerors’ proposals shall include a notarized Joint Venture Agreement that establishes the JV. The Joint Venture Agreement shall include, at a minimum, the documents listed in Sec. L. The JV Agreement shall take effect upon the submission of the proposal and remain irrevocable for one year after the work has been finally inspected and accepted by NAVFAC EURAFCENT. JV Offerors shall furnish with their proposal a notarized legal document that establishes the JV. The Joint Venture Agreement shall include, at a minimum, the documents listed in Sec. L.

The Government reserves the right to review the Joint Venture Agreement to determine its basis and compliance with the applicable laws. Any agreements affecting the internal composition of the existing Joint Venture and its potential liabilities in relation to the contract (bonds, 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, which will be approved/disapproved at the discretion of the Contracting Officer.

The financial responsibility relevant to the Bank Guarantees shall be evenly shared among the JV members. The Bank Guarantee MUST be in the name of all joint venture members.

Article 14. Protest

“Protest” means a written objection by an interested party to any of the following: A solicitation or other request by an agency for offers for a contract for the procurement of property or services. The cancellation of the solicitation or other request. An award or proposed award of the contract. A termination or cancellation of an award of the contract, if the written objection contains an allegation that the termination or cancellation is based in whole or in part on improprieties concerning the award of the contract.

“Interested party for the purpose of filing a protest” means an actual or prospective Offeror whose direct economic interest would be affected by the award of a contract or by the failure to award a contract.

Upon receipt of a notice of protest or a determination that a protest is likely, the Contracting Officer may, by written order to the Supplier, direct the Supplier to stop performance of the work called for by this contract. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Supplier shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage.

Upon receipt of the final decision in the protest, the Contracting Officer shall either-- Cancel the stop-work order; or terminate the work covered by the order as provided at Articles 15 and/or 16 of this contract.

If a stop-work order issued under this clause is cancelled, either before or after a final decision in the protest, the Supplier shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if—

The stop-work order results in an increase in the time required for, or in the Supplier's cost properly allocable to, the performance of any part of this contract; and The Supplier asserts its right to an adjustment within 30 days after the end of the period of work stoppage; provided that the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon a proposal at any time before final payment under this contract.

If a stop-work order is not cancelled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

If a stop-work order is not cancelled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

The Government's rights to terminate this contract at any time are not affected by action taken under this clause.

If, as the result of the Supplier's intentional or negligent misstatement or misrepresentation, a protest related to this contract is sustained, and the Government pays costs, the Government may require the Supplier to reimburse the Government the amount of such costs.

In addition to any other remedy available, the Government may collect this debt by offsetting the amount against any payment due the Supplier under any contract between the Supplier and the Government.

Article 15. Termination for Convenience

The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Supplier shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Supplier shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Supplier can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Supplier shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Supplier’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

Article 16. Termination for Default

The Government may terminate this contract, or any part hereof, for cause in the event of any default by the contractor, or if the contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the contractor for any amount for supplies or services not accepted, and the contractor shall be liable to the Government for any and all rights and remedies provided by law, including pursuing excess re-procurement costs. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

Article 17. Failure to Meet Contract Terms

If the Supplier fails to meet one or more terms of the contract, the Supplier shall resolve the issue within 15 working days after notification by the Government.

Article 18. Force Majeure

The Contractor shall not be liable for nonperformance if it is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. This includes acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

Article 19. Contract Administration

NAVFAC EURAFCENT has the right to re-assign the partial or total contract administration authority to other Government entities.

The authorized representative as indicated hereinafter, the Contracting Officer’s Representative (COR), will be designated for each Area 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 herein, and should be contacted regarding questions or problems of a technical nature regarding the assigned Area. The COR does not have the authority to modify the contract or direct additional work by the Supplier.

A Contract Specialist will be designated by the Contracting Officer for administration of the contract. The Contract Specialist should be contacted regarding all matters pertaining to the contract.

In no event, however, will any understanding or agreement, modification, change order, or other matter deviating from the terms of the contract between the Supplier and any person other than the Contracting Officer be effective or binding upon NAVFAC EURAFCENT, unless formalized by proper contractual documents executed by the Contracting Officer prior to completion of this contract.

Written notice of the above designations will be provided by the Contracting Officer to the Supplier upon the contract award.

Article 20. Option to Extend the Term of the Contract

The Government may extend the term of this contract by written notice to the Contractor within thirty (30) days;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend before the contract expires. The preliminary notice does not commit the Government to an extension.

If the Government exercises this option, the extended contract shall be considered to include this option clause.

The total duration of this contract, including the exercise of any options under this clause, shall not exceed 24 months.

Article 21. Gratuities

The right of the Supplier to proceed may be terminated, by written notice if the Contracting Officer determines that the Supplier, its agent, or other representatives offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the U.S. Government.

The facts supporting this determination may be reviewed by any court having lawful jurisdiction. If this contract is terminated under paragraph (a) of this article, the US Government is entitled— To pursue the same remedies as in a breach of the contract; and 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 Supplier in giving gratuities to the person concerned, as determined by the agency head or designee.

The rights and remedies of the U.S. 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 contract.

Article 22. Covenant Against Contingent Fees

The Supplier warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or 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 contract without liability or, in its discretion, to deduct from the contract 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 Supplier for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain U.S. Government contracts nor holds itself out as being able to obtain any U.S. Government contract or contracts through improper influence.

“Bona fide employee,” as used in this clause, means a person, employed by a Supplier and subject to the Supplier'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 contract or contracts 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 contract.

“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 contract on any basis other than the merits of the matter.

Article 23. Domicile of the Parties and Legal Jurisdiction

The legal domicile for service of process is the Supplier’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.

Article 24. Inconsistency between English and Italian language

If there is any inconsistency or ambiguity between the contract terms expressed in English and Italian languages, the English language terms shall control.

Article 25. Disputes

Before the Supplier can bring a legal case against the Government, the Supplier shall attempt to resolve any dispute with the Contracting Officer. If the Supplier and Contracting Officer cannot mutually resolve the dispute, the Supplier shall contact the NAVFAC EURAFCENT Chief of the Contracting Office, who shall act as an ombudsman and aim to resolve any dispute between the parties. The NAVFAC EURAFCENT Chief of the Contracting Officer may appoint a separate ombudsman to assist the parties to resolve the dispute.

In addition, the contractor shall have the right to file a claim with the Contracting Officer. “Claim,” as used in this Article, 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 contract terms, or other relief arising under or relating to this contract. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a Claim. When submitting any Claim, the Supplier shall provide the following certification: "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 contract adjustment for which the Supplier believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Supplier.”

NAVFAC EURAFCENT shall also have the right to file a claim against the Supplier. In this case, the Contracting Officer shall issue a written decision.

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

Article 26. Assignment of Claims

No claims for monies due, or to become due, shall be assigned by the Supplier unless:

Approved in writing by the Contracting Officer; Permitted by the laws and regulations of the Supplier's country; and Made in accordance with the laws and regulations of the United States of America. Any assignment under this contract shall cover all amounts payable under this contract 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 contract to which any assignment applies, and for which direct payment thereof is to be made to an assignee, the Supplier shall—

Identify the assignee by name and complete address; and acknowledge the validity of the assignment and the right of the named assignee to receive payment in the amount invoiced or vouchered.

Article 27.

Reserved.

Article 28. System for Award Management

(a) Definitions. As used in this article—

“Electronic Funds Transfer (EFT)” indicator means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management records for identifying alternative EFT accounts for the same entity.

Registered in the System for Award Management (SAM) means that–

(1) The Offeror has entered all mandatory information , including the unique entity identifier and the EFT indicator, if applicable, the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 into SAM

(2) The Offeror has completed the Core, Assertions, and Representations and Certifications, and Points of Contact sections of the registration in SAM;

(3) The Government has marked the record "Active".

“Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(1) An Offeror is required to be registered in SAM when submitting an offer or quotation, and shall continue to be registered until time of award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "Unique Entity Identifier” followed by the unique entity identifier that identifies the Offerors name and address exactly as stated in the offer. The Offeror also shall enter its EFT indicator, if applicable. The unique entity identifier will be used by the Contracting Officer to verify that the Offeror is registered in the

SAM.

(3) If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for establishment of the unique entity identifier directly to obtain one. The Offeror should be prepared to provide the following information:

(1) Company legal business name;

(2) Trade style, doing business, or other name by which your entity is commonly recognized;

(3) Company physical street address, city, state , and Zip Code;

(4) Company mailing address,…