N33191-24-R-0025_SF33 Request for Proposal.pdf

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until 12:00 PM local time 24 Jun 2024

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25 - 28 H 29 - 32 joshua.j.kaimikaua.civ@us.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 32

(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)

JOSHUA J. KAIMIKAUA 314-626-0722

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 - 10 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 13 - 15 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

16 - 23

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.

ACQR6050878

5. DATE ISSUED

23 May 2024

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N3319124R0025

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Each AFI - Friuli & Others

FFP

Provide electrical power services for U.S. Air Force bases and facilities in Friuli, Veneto, Lombardy and Puglia regions.

FOB: Destination

PURCHASE REQUEST NUMBER: ACQR6050878

PSC CD: S112

NET AMT

0002 Each NV1 - Campania & Lazio

FFP

Provide electrical power services for U.S. Navy bases and facilities throughout Campania & Lazio Regions.

FOB: Destination

0003 Each NV2 - Sicily

FFP

Provide electrical power services for U.S. Navy bases and facilities throughout Sicily.

FOB: Destination

1001 Each OPTION AFI - Friuli & Others

FFP

Provide electrical power services for U.S. Air Force bases and facilities in Friuli, Veneto, Lombardy and Puglia regions.

FOB: Destination

1002 Each OPTION NV1 - Campania & Lazio

FFP

Provide electrical power services for U.S. Navy bases and facilities throughout Campania & Lazio Regions.

FOB: Destination

1003 Each OPTION NV2 - Sicily

FFP

Provide electrical power services for U.S. Navy bases and facilities throughout Sicily.

FOB: Destination

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

The U.S. Government, hereinafter called “the Government,” “customer,” or “NAVFAC EURAFCENT” hereby solicits a binding offer for the supply of electrical power for the 33 points of delivery listed in Section J, Attachment J-200000-02.

NAVFAC EURAFCENT is the US Government agent delegated to procure electrical power for the supply of certain Department of Defense (DoD) accounts located in Italy, amounting to 33 delivery points, for an estimated total annual (12 months) consumption of 156,874 megawatt-hours (MWh).

Points of service details and estimated electrical power consumption are provided in Section J (Attachment J- 200000-02). Load profiles relevant to each account are provided in Section J (Attachments J-200000-06_NV1, NV2, AF1).

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

Table 1. Select DoD Accounts

Line item Relevant

Area Reference Installation

Total # of accounts

MV

accounts

Non-domestic LV accounts

Domestic

LV

accounts Distributor

Reference sheet of J- 200000-02

AF1

Friuli & Others

Aviano Air Base

14 7 7 0 e-distribuzione AF1-Oth

NV1

Campania &

Lazio NSA Naples 10 6 4 0 e-distribuzione

NV1-

nonSicily

NV2 Sicily

NAS

Sigonella 9 6 3 0 e-distribuzione NV2 Sicily

This solicitation will result in a contract award to a single provider for electrical power at the “Points of Delivery” (PODs) included in Attachment J-200000-02. These PODs are already connected to the electrical power distribution system and are adequately configured to meet electrical power requirements. Attachment J-200000-02 also includes the list of electrical power service points and identification data for each POD, including ID code, name, address, fiscal code, Meter Class, POD code as well as main power 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 all the documentation listed in Section L.

Upon award, the Supplier is required to submit a Bank or Insurance Guarantee in the amount specified in J-200000- 03 page 3, for each Contract Line Item Number (CLIN) awarded. The Bank or Insurance Guarantee (format and content 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 be responsible for electrical power 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) and the performance work statement under this solicitation. The Supplier is separately responsible for establishing the terms of contracts with any Transporter(s), local Distributor(s), or other subjects involved in the supply management.

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 (POCs), (a lead and a deputy, to be responsible for all communication with NAVFAC EURAFCENT who shall provide full and prompt assistance for any issues regarding the supply of electrical power and contract administration. The POCs shall not be a Call Center. At least one of the POCs shall have contractual authority to represent the Supplier.

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

ARTICLE 1. COMMUNICATIONS

Official written communications 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 the letter to the NAVFAC EURAFCENT Contracting Office POCs:

Contracting Officer: Alex Wingert, alex.h.wingert.civ@us.navy.mil Contract Specialist: Joshua Kaimikaua, joshua.j.kaimikaua.civ@us.navy.mil

The Government will promptly communicate to the Supplier any future change in names and emails. 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”).

ARTICLE 2. CONDITIONS OF SUPPLY

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

The Supplier will fill all actual electrical power requirements of the designated Government activities during the specified contract period. The quantity consumed will vary depending on the actual usage. Please note that the quantities of electrical power specified in the attachments J-200000-02 and J-200000-06 are historical consumption records. These quantities are not binding and the Supplier shall not be entitled to a price adjustment should there be a variation in quantity of consumption from the quantities provided in the attachments J-200000-02 and -06. These quantities are based on historical load profiles and are provided to assist Offerors in developing their best-priced offer.

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

The Supplier shall enter into transportation and distribution contracts for the transmission and distribution of electrical power. 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 POD and where available, daily consumption, demand and consumption data for all calendar months preceding the current month reported in table/spreadsheet format;

and

Quarter-hour consumption records for all interval-metered PODs. (Supplier shall obtain interval data records for these meters from the Distributor). The Supplier shall also provide this data for all calendar months preceding the current billing month, from the start of the contract period of performance.

The Supplier shall provide access to the interval metering data available on its secure website by the 15th of every month, subject to the metering data submission from the Distributor. The monthly day 15 deadline shall not be binding to the Vendor who will promptly make the data available once submitted by the Distributor. Prompt data publication on the vendor’s web portal fulfills this requirement. 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 to ease timely registration to the website by the US Government.

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 ELECTRICAL POWER SUPPLY

Energy unit price.

The monthly energy unit price PPUNm expressed in € / MWh will be applied to the energy withdrawn in each month “m” by the Customer at the points of delivery referred to in attachment J-200000-02 and to the related network losses. The unit price will be differentiated in each Contract Band (as defined below), calculated using the following formula:

PPUNm = PUN + ΔPUN

Where PUN is the slot price calculated monthly as the arithmetic average of the values taken on by the PUN (understood to be the “prezzo di valorizzazione unico nazionale” (single national value) of the electrical energy purchased from the Day Ahead Market, as stipulated by Art. 30, subparagraph 4, letter c, of ARERA’s resolution No. 111/06, its amendments and additions), during the hours of the respective Contractual Slot during the supply month, expressed in €/MWh;

ΔPUN is the transaction fee expressed in €/MWh and equal to ΔPUN = x.xx €/MWh as awarded.

Contract bands are as defined by the current relevant ARERA resolution.

Pass-through regulated components. The components listed in 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 address listed in Article 1 when either the components change (added or deleted) and/or the rates in the tariff changes. Any future change to the regulated pass-thru tariff as dictated by ARERA (system charges, transmission and metering distribution services, dispatching) can be applied to the first available bill. 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 be rejected by the Government and will not be paid.

The contractor shall not adjust the storage or balancing tariffs or any other charge related to service forecast that may occur during the term of this contract.

The energy unit prices shall not include:

taxes and duties (see Art. 11);

grid losses; or tariff items specific to the “Tutela” and “Salvaguardia”.

The energy unit prices shall include:

costs relevant to the achievement and release of green energy (GO) certifications;

costs associated with the application of the 2003/87/CE Directive “Emissions Trading” on GHG emissions;

imbalance costs and any other dispatch costs related to scheduling of deliveries;

costs relevant to holding the necessary authorizations, in accordance with current legislation, on behalf of the NAVFAC EURAFCENT to purchase transportation rights, production capacity at national level;

costs associated with PCV (Marketing and Selling Prices, “Prezzi di Commercializzazione e Vendita”) as defined in the resolution ARERA no. 349/07 “TIV” and subsequent modifications;

unbalancing charges determined in accordance with the current legislation relating to unbalancing charges.

(In the event of any changes to the unbalancing legislation, Art. 10 shall apply); and all costs relevant to invoicing, including stamps and mailing costs.

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; or Taxes and duties (see Article 11).

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 OR INSURANCE GUARANTEES

Within 21 days after contract award, the Supplier shall submit a Bank/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 by a company registered under the “Istituto per la Vigilanza sulle Assicurazioni” (IVASS) of the Bank of Italy (Banca di Italia). The bank guarantee will be incorporated into the contract via a SF30 modification. The bank guarantee will be valid through six (6) 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 Supplier default per Article 16.

ARTICLE 8. CHOICE OF LAW

The Supplier will adhere to the rules and regulations implemented by the Italian Regulation Authority of Energy Grids and Environment ARERA (Autorità di Regolazione per Energia Reti e Ambiente), and other Italian governing bodies as applicable, for the purposes of electricity regulation.

The regulation of electricity in Italy, to include supply, transportation and distribution, is governed by the Italian Civil Code. Italian law applies to the distribution and supply of electrical power under this contract.

ARTICLE 9. ADDITION AND TERMINATION OF SERVICES / CONTRACT MODIFICATIONS

Changes in the terms and conditions of this contract may be made only by written mutual agreement of the parties.

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.

Under this contract, NAVFAC EURAFCENT is entitled to request delivery of electrical power to additional service points, modify/transfer current service points and terminate services – without a change to the award price and other terms and conditions. Only <<other than dwellings uses>> service points shall be added under this contract.

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 electrical power 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 electrical power capacity increases, decreases, or other charges, shall be carried out and charged in accordance with ARERA regulations with no markup to the Government.

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 electrical power 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

In the event that rules and regulations issued and enforced by regulatory bodies should affect the supply contract terms, the Supplier 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 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, as per Law N.427/93 art.66, D.Lgs. 504/95 art.17 and D.Lgs. N.26/07 art.52. 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.

NOTE: The US Government is exempt from stamp tax. However, receipts, bills and invoices issued to joint 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 Offeror’s price or discounted on bills when applicable.

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 mission of the U.S.

Armed Forces. 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 to perform the mission of the U.S. Armed Forces.

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-SEP-2024 TO

31-AUG-2025

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-SEP-2024 TO

31-AUG-2025

N/A (SAME AS PREVIOUS LOCATION)

0003 POP 01-SEP-2024 TO

31-AUG-2025

N/A (SAME AS PREVIOUS LOCATION)

1001 POP 01-SEP-2025 TO

31-AUG-2026

N/A (SAME AS PREVIOUS LOCATION)

1002 POP 01-SEP-2025 TO

N/A (SAME AS PREVIOUS LOCATION)

1003 POP 01-SEP-2025 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, normally no later than the 20th day of the month following the supply period. “Normally” means that under unusual and justified circumstances bills may be issued later than the 20th of the month. 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.

To make the invoices payable by the US Government, the US Government contract number shall be reported on each invoice sent by email in pdf format.

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 Electrical power Supply.”

All invoices shall comply with ARERA’s transparency regulations, including ARG/com 202/09 and subsequent modifications as applied to electrical power 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 of same month, or on the data recorded and provided by the NAVFAC AMI (Advanced Metering Installation) system. The Supplier shall adjust all estimated invoices on the first billing cycle after the Distributor bill provides the meter reading for the account.

In case the Distributor provides meter data in excess of plus or minus 5% (ten percent) from the data recorded by the NAVFAC AMI system, NAVFAC EURAFCENT will have the right to withdraw the corresponding incorrect charge from the Supplier’s invoice total amount upon prompt notification to the Supplier. NAVFAC EURAFCENT will request and obtain that the Distributor officially verify and correct the data and the amount charged to be settled on the first following bill.

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 credit the excess amount on the relevant account. Credits due to NAVFAC EURAFCENT will be indicated in the next invoice(s), and the Supplier shall cooperate with NAVFAC in maintaining and managing a detailed record of any overpayments in order to ensure a fast recovery of all credits.

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 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 substitute to invoices. Official acceptance of a cost proposal and following 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 in Aviano area (AF1-Oth):

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

For NSA Naples area (NV1):

o U.S. Naval Support Activity Naples o Public Works Department - Utility Branch BLDG 407 1st floor. Viale Porto, Box 22, Aeroporto di

Capodichino 80144 Napoli o Attn: Luca Guadagnuolo - Nicola Tortorella

For NAS Sigonella area (NV2):

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

o S.P. 69/11- Sigonella, 95121 Catania o 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):

m-navfac-eac-af-aviano-ut-billing@us.navy.mil For NSA Naples area (NV1):

m-navfac-eac-pwd-naples-ut-billing@us.navy.mil For NAS Sigonella area (NV2):

m-navfac-eac-pwd-sig-ut-billing@us.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.

If 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 on a CD or DVD via courier, express mail or a similar mail service. If this 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

ARTICLES

ARTICLE 13. JOINT VENTURE AGREEMENTS

Joint Ventures (JVs) 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 be in 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.

The Government reserves the right to review the Joint Venture Agreement to determine its basis and compliance with the applicable laws and with regard to determining the Offeror’s responsibility.

The Supplier shall promptly notify the Contracting Officer of any changed circumstances affecting the internal composition of the existing JV and/or its potential liabilities in relation to the contract (bonds, insurance, etc).

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 the joint venture or in the name of all joint venture members.

ARTICLE 14.

ARTICLE 15. TERMINATION FOR THE GOVERNMENT’S 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, in writing, terminate this contract, or any part hereof, for cause in the event of any default by the Supplier, or if the Supplier 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 default, the Government shall not be liable to the Supplier for any amount for supplies or services not rendered, and the Supplier shall be liable to the Government for any and all rights and remedies provided by law.

ARTICLE 17. FAILURE TO MEET CONTRACT TERMS

If the Supplier fails to meet one or more terms of the contract, the Supplier shall resolve, or cure, the issue within fifteen (15) working days after notification by the Government unless a different time period is approved by the Government.

ARTICLE 18. FORCE MAJEURE

The Supplier shall not be liable for nonperformance if it is caused by an occurrence beyond the reasonable control of the Supplier 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 Supplier 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 Contracting Officer will designate, in writing, a Contracting Officer’s Representative (COR) for all Areas. The COR is authorized to perform specific technical or administrative functions as authorized representatives of the Contracting Officer. The COR is responsible for monitoring performance and the technical management of the effort in their assigned Area, 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; only the Contracting Officer retains this authority. In no event 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.

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

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

ARTICLE 20.

Reserved

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 this article, the US Government is entitled to both: (i) to pursue the same remedies as in a breach of the contract; and (ii) 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, in addition to any other damages provided by law.

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. In the event disputes should arise between the Parties concerning interpretation, performance, validity efficacy and resolution of the contract, the parties agree to solve the dispute as described in Article 25.

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 Supplier 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.

All disputes under this contract shall be governed exclusively by U.S. federal laws, including the Contract Disputes Act, Title 41 U.S.C. chapter 71.

ARTICLE 26. ASSIGNMENT OF CLAIMS

The Supplier or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Government-wide commercial purchase card), the Supplier may not assign its rights to receive payment under this contract.

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

(1) Approved in writing by the Contracting Officer;

(2) Permitted by the laws and regulations of the Supplier's country; and

(3) 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.

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.

(b) 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 contract, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. 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.

(c) 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, city, state and Zip Code (if separate from physical);

(5) Company telephone number;

(6) Date the company was started;

(7) Number of employees at your location;

(8) Chief executive officer/key manager;

(9) Company headquarters name and address (reporting relationship within your entity)

(d) Processing time should be taken into consideration when registering. Offerors who are not registered in SAM should consider applying for registration immediately upon receipt of this solicitation. See https://www.sam.gov for information on registration.

(e) Unless exempted by an addendum to this contract, the Supplier is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Supplier is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(f) If a Supplier has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements, the Supplier shall provide the responsible Contracting Officer a minimum of one (1) working day's written notification of its intention to (A) change the name in the SAM database; and (B) agree in writing to the timeline and procedures specified by the Contracting Officer. The Supplier must provide with the notification sufficient documentation to support the legally changed name. If the Supplier fails to comply with the requirements of this clause, and, in the absence of a properly executed novation or change-of- name agreement, the SAM information that shows the Supplier to be other than the Supplier indicated in the contract will be considered to be incorrect information for payment purposes under this contract.

(g) Offerors and Suppliers may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.sam.gov.

ARTICLE 29 ANTI-MAFIA LAW

Pre-Award Effect of Anti-Mafia Procedures: Inasmuch as the work of this solicitation is to be performed on land owned by the Italian State, the prospective Supplier will be subject to all Italian legislation concerning anti-mafia documentation, including, without limitation: Legislative…