N33191-24-R-0025-J-200000-05 Bank or Insurance Guarantee.docx

N33191-24-R-0025 J-200000-05 – Bank (Insurance) Guarantee

AUTONOMOUS BANK GUARANTEE PAYABLE ON FIRST WRITTEN DEMAND

___________________,_____ 2024

Attn:

Commanding Officer, NAVFAC EURAFCENT Viale Porto Box 51 – Aeroporto Capodichino 80144 Napoli, ITALIA

Subject: AUTONOMOUS BANK GUARANTEE PAYABLE ON FIRST WRITTEN DEMAND

The underwritten Bank (hereafter the BANK), with legal seat in_______, fiscal code ________, VAT _______, Chamber of Commerce registration no. _______, Branch of _______, here represented by its Bank Manager Mr. _______, born in _______ on_______, holding the necessary powers to issue an executable bank guarantee payable on first written demand (hereafter the GUARANTEE) in favor of NAVFAC and to meet the related obligations as mutually agreed assuming that:

a) NAVFAC EURAFCENT with legal seat in Viale Porto Box 51 – Aeroporto Capodichino 80144 Napoli Italia, VAT/FC N, 80156020630 (hereafter the CLIENT), and _______ with legal seat in_______, fiscal code ________, VAT_______, Chamber of Commerce registration no. ________, (hereafter the SUPPLIER), have agreed to sign a contract N33191-24-C-______ which provides for the SUPPLIER to deliver electric energy to the CLIENT starting from September 1, 2024 through the entire period of contractual performance;

b) As a suspension clause for contract efficacy, the SUPPLIER must give the CLIENT a bank guarantee payable on first written demand issued by a primary Italian bank, valid through six months after the last day of the contract, the text of which makes a guarantee to the CLIENT;

c) In case of unilateral termination of the contract, it is agreed that the GUARANTEE should be valid through six months after the last contract day, independent of the termination day;

Considering all the above assumptions, the BANK as here represented, agrees to meet the following obligations towards the CLIENT:

ART. 1 OBLIGATIONS

On behalf of the SUPPLIER the BANK irrevocably and unconditionally guarantees the NAVFAC EURAFCENT up to a maximum amount of _(numbers)_ Euros ( __(letters)___ and 00/100 €), including capital, VAT, duties and taxes, accessories, and other NAVFAC EURAFCENT’s requests, assuming autonomous obligation of guarantee towards NAVFAC EURAFCENT in the agreed terms.

The present bank guarantee covers the electric energy supply which the Supplier is to deliver the NAVFAC EURAFCENT from

- 1st Year : September 1, 2024 through February 28th, 2026 (six months after the end of performance period);

- 2nd Year (Option): September 1, 2025 through February 28th, 2027 (six months after the end of performance period);

Therefore the BANK shall pay the amount requested up to the agreed maximum on NAVFAC EURAFCENT’s first written demand. The payment will be made to the NAVFAC EURAFCENT’s bank account and following NAVFAC EURAFCENT’s crediting directions within five working days from receiving the demand. The demand shall be emailed and sent via mail with confirmed tracking number.

The BANK will renounce all exceptions, oppositions, actions, claims for whatever reason by the SUPPLIER or third parties, including actions concerning contract validity and efficacy or should a liquidation procedure be applied for the SUPPLIER. In any case there shall be no charges, expenses or formalities for NAVFAC EURAFCENT.

NAVFAC EURAFCENT agrees that execution of the Guarantee will occur only in case of contract termination due to the SUPPLIER’s failure as per Article 16 of the Contract.

Should the term of five working days be delayed, NAVFAC EURAFCENT will be granted an interest rate calculated according to Italian Law until the payment is effective without any further actions.

ART. 2 PARTIAL EXECUTION; CESSION OF GUARANTEE RIGHTS

In case of partial execution of the amount fixed in art.1, the BANK’s obligation shall not change for the remaining amount.

In no case shall the BANK reduce the GUARANTEE amount (art.1) which is fixed until the deadline as fixed in art.3.

Should NAVFAC EURAFCENT transfer this contract, the BANK’s obligation will not change provided that the BANK is notified of such cessation by both parties not later than on the date of execution on the first written demand.

ART. 3 DURATION AND VALIDITY OF THE GUARANTEE; TERMINATION

The GUARANTEE is valid and effective through February 28th, 2026 (six months after the end of performance period) and through February 28th, 2027 (six months after the end of optional period of performance).

In case of unilateral termination of the contract (see letter c), the GUARANTEE will terminate the last day of validity of the original contract independently of the date on which the termination becomes effective. The same provision applies to any other form of contract resolution before the original terms.

The BANK agrees that the GUARANTEE shall not be revoked for any reason whatsoever nor shall the BANK unilaterally terminate the GUARANTEE before the agreed deadline.

ART. 4 COMMUNICATIONS

All communications on the subject of the GUARANTEE should be mailed to: BANK: _______________, Fax______________ , Attention of __________________________________.

NAVFAC: NAVFAC EURAFCENT, Viale Porto Box 51 – Aeroporto Capodichino 80144 Napoli Italia, Fax +390815685517, Attention: Contracting Support Line

ART. 5 LEGAL JURISDICTION

Any disputes which should arise concerning the GUARANTEE will fall under any court having lawful jurisdiction. Any other Court is expressly excluded.

Signature the BANK__________________________

The BANK approves the terms and conditions of the present GUARANTEE with reference to the above articles no.1-3-5.

Signature the BANK__________________________