Solicitation_N33191-13-R-0850.pdf

CODE

(Hour)

PAGE(S)

until local time

A B C D E

G F

H paul.heavey@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 43

(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 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 HEAVEY 081-568-5517

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 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) 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

PART II - CONTRACT CLAUSES

NAVFAC EUROPE AFRICA SOUTHWEST ASIA

VIALE PORTO CAPODICHINO

NAPOLI 80144

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.

ACQR3107425

5. DATE ISSUED

23 Oct 2013

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N33191-13-R-0850

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Electrical Utility Services

FFP

Transmission of electricity and ancillary services for the Naval Support Activity (NSA) Naples, Naval Air Station (NAS) Sigonella, and Aviano Air Force Base starting 01 JAN 2014 through 31 DEC 2014.

FOB: Destination

PURCHASE REQUEST NUMBER: ACQR3107425

NET AMT

Section C - Descriptions and Specifications

STATEMENT OF WORK

Article 1. Object of the Contract

NAVFAC EURAFSWA is the Government agent delegated to procure electricity for the supply of DoD accounts located in Italy, amounting to 41 delivery points, for an estimated total consumption of 194,602 Mega Watt hours (MWh/)year.

Delivery points details and estimated electric consumption are provided in Section J, Attachment J- 200000-02. Load profiles relevant to each account are provided in Section J, Attachment J-200000-06.

NAVFAC EURAFSWA is soliciting offers for supply and transmission of electricity and ancillary services for the following Pertinent Areas:

Line Item

Pertinent Area Reference

Installation Total # of Accounts

MV

Accounts

Non-Domestic LV Accounts

Domestic LV Accounts

UDC

Reference Sheet of

AnnexA1.xls

AF1 Friuli & others Aviano Base 16 9 7 0 Enel Distr.& others AF1-Oth, AF1-Hsg

NV1 Campania & Lazio NSA Naples 15 6 7 2 Enel Distr. NV1-nonSicily

NV2 Sicily NAS Sigonella 10 6 4 0 Enel Distr. NV2-Sicily

Each Offeror can submit an offer for one or more Pertinent Areas; each Area is identified through the Line Item shown in the first column. An offeror can choose to submit one offer for only one Area.

The present solicitation procedure aims to select one or more supplier(s) to provide electricity to all or a group of the DoD accounts listed above over the 12-month period January 1, 2014 - December 31, 2014.

To this purpose the Client states:

That all the Client’s supply contracts are not subject to any restriction that may prevent the awarded Offeror from starting the supply at the date established in this contract;

That the Client does not have any obligations pending for the above 12-month period with previous supply, transportation and dispatching contractors;

That the points of delivery included in Attachment J-200000-02, are connected to the

Distributor’s grid in compliance with LD dated 16 March 1999, n. 79, article 9, and that these connections are adequately configured to meet energy requirements.

The account’s identification data (ID code, name, address, max available power, POD code, supply voltage as well as main power and electricity consumption characteristics) are provided in Attachment J- 200000-02.

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.5.

In case of award, the Contractor is required to submit a bank guarantee in the amount specified in Section J; Attachment J-200000-05, for each Area that it has been awarded. The bank guarantee, whose language is provided in attachment J-200000-05, shall be submitted no later than fifteen calender days after contract award, and shall be valid through the end of the performance period.

The Contractor shall establish the terms of contracts with TERNA, the local Distributor or other subjects involved in the supply management; in particular, the Contractor shall be responsible for electricity transport and dispatching contracts for each delivery point in accordance with the current provisions of

AEEG.

The Client guarantees that it will issue all the necessary authorizations to draw the transportation and dispatch contracts on its behalf.

The Contractor shall designate at least two points of contact (a prime and a deputy) to be responsible for all the public relations with the Client. The point of contact shall not be a Call Center.

Not later than 10 working days prior to the date the contract becomes effective, the Contractor shall notify via email name, email address and telephone numbers of the designee(s) to the Client’s points of contact shown in block 10 of the SF33 (first page). Should a designee be replaced, the Contractor shall notify the new reference data to the Client within 5 working days.

Failure to provide points of contact will be addressed by the procedures in Article 17.

Article 2. Communication and Contract Modifications Communication between the Contractor and Contracting Officer concerning the contract will be issued in a written format.

Contractors are required to address correspondence to:

Commanding Officer NAVFAC EURAFSWA – AQ Dept.

Viale Porto, Box 51 – Aeroporto Capodichino 80144 Napoli, Italia

In addition, Contractor shall copy the relevant Contract Specialist(s) delegated for the area(s) included in the contract.

Contractor shall ensure that all contract correspondence addressed to the Client is submitted in both Italian and English.

Each modification to the present contract shall be performed through the bilateral modification on the Standard Form 30.

The Client shall issue an SF30 for the Contractor’s countersignature. The Contractor shall return the SF- 30 within 2 weeks upon receipt through email, and originals shall be mailed to the above address.

Article 3. Conditions of the Supply The supply shall be continuous and non-interruptible.

5% of the supplied energy shall be covered by RECS (Renewable Energy Certification System - as defined by European Parliament Provision 2001/77/CE dated 27 Sep 2001 and for Italy ruled by GSE) upon final balance; the certification is due to the Contracting Officer by February 2015.

The quantity of electricity under contract provisions is subject to ordinary variations due to different causes. However, this occurrence shall by no means represent a reason for failure to deliver nor justify any Contractor’s claims against the Government.

The quantities of supplies or services specified in the attachment J-200000-02 are estimates only and are not purchased through this contract. The Contractor shall not request any revision to prices if, at the completion of the billing month, consumption resulted in lower usage than the Client’s estimate. At the same time, should consumption be higher than estimated, the Client shall not request any discount at the completion of the billing month.

For each delivery point through the duration of this contract, the Contractor shall make the following available to the Client by the 10th of every month (this is subject to the data submission from the Distributor) through a secure Website using a personal password:

hourly and/or 15-minute consumption data in table format hourly and/or 15-minute consumption data in graph format monthly summary demand and consumption data for all the calendar months preceding the current month (optional)

Failure to meet these terms will be addressed by the procedure in Article 17.

The Client agrees to purchase and pay for the total quantity supplied by the Contractor as recorded by the Distributor’s official meters at the agreed contract prices.

Payments will be performed, unless differently agreed upon by the Parties, via bank transfer through the proper Payment Offices as listed in Article 12.

Article 4. Bank Guarantees The Offeror awarded one or more areas of supply will be required to sign and submit a bank guarantee (the text is provided in attachment J-200000-05) no later then fifteen calender days after award.

The bank guarantee will be valid through December 31, 2014 and will be payable on a written first -demand basis. This demand will occur if the contract is terminated for default in accordance with Article 18.

Article 5. Price and Conditions of Transportation Services and Additional Costs

In accordance with current legislation, the Client formally delegates the Contractor to sign the transportation contract with the Distributor on its behalf (including transmission, metering and distribution services).

The Contractor will invoice the Client the transportation service with no additional charges and will provide a copy of the transport bill issued by the Distributor or a copy of the spreadsheet reporting the detailed transport costs for all the accounts per Article 14.

Article 6. Reference Provisions The regulation of electricity in Italy, to include supply, transportation and distribution, will be governed by the Italian Civil Code. Rules and regulations implemented by TERNA, AEEG and other governing bodies, for the purposes of electricity regulation shall be adhered to and strictly enforced.

Article 7. Addition and Termination of Services Under this contract the Client is entitled to request delivery of electricity to additional service points. The service will start on the first day of the month following the 30-day period required as advance notice for supplying a new account in compliance with the dispatching and transportation regulations. In such event, the Client shall acknowledge the addition through the bilateral execution of a modification including the new facility’s electric requirements.

Under these contract provisions the Client is entitled to request the termination of the supply to any delivery point starting from the 1st day of the second month following the request. The Client shall execute a contract modification to acknowledge the termination.

The Contractor shall accept these changes keeping the same contract prices and conditions of the current contract, provided that such changes do not cause a global variation of the annual consumption exceeding 5% of the total contract volume.

The Contractor shall show evidence of timely actions to process requests for 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 or other appropriate agency, within 5 working days from issuance. Failure to meet this requirement will result in the action described at Article 17.

Article 8. Unit Price of Supply For each pertinent Area chosen, the Offeror shall submit a pricing offer, called “Base Offer”, stated as follows:

A Firm Fixed Offer Price per MWh consumed through the entire performance period applicable for each point of delivery specified in attachment J-200000-02. This price offer, in €/MWh, can be diversified according to Time Bands described in the Legend and/or Areas of supply as grouped in the table at Art. 1.

In addition, the Offeror may propose a “Block Offer”:

A Firm Fixed Offer Price per MWh consumed for each point of delivery specified in attachment

J-200000-02 and for the whole period applicable only in case the Offeror is awarded all the supplies for all the Areas included in this solicitation,. This price offer, in €/MWh, can be diversified according to Time Bands and Areas as indicated in attachment J-200000-02 and/or expressed as a percentage discount on the “Base Offer” offer price.

The offer prices shall not include:

grid losses or other costs for transportation and dispatching or taxes transmission, capacity, ancillary services, applicable TERNA fees (all retail supply costs)

The offer prices shall include 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 Client to purchase transportation rights, production capacity at national level (for instance CIP 6 energy) costs associated with PCV (Marketing and Selling Price) as defined in the resolution AEEG no.349/07 “TIV” and subsequent modifications.

Costs relevant to the achievement and release of RECS certification to cover 5% of the total consumed energy will be at the Supplier’s full expense.

The Offeror shall have the right to apply only the tariff items related to the Free Market.

Article 9. Special Provisions For each point of delivery equipped with a meter unable to record energy consumption on an hourly basis (non-time-of-use meter), the unit price to be charged will be a single rate obtained as the weighted average of per-band prices, based on the consumption shares expected to fall under each time band as reported in the Annex A2. In the event that for these points of delivery the hourly consumption data is not available, and that the awarded supply price is based on a two-hour band mechanism (P-OP), the total consumption (i.e. sum of the three bands F1, F2, F3), will be considered and the unit price in the bill will be calculated as explained above.

In the event that the accepted offer is based on the tri-band structure F1, F2, and F3, for the LV sites for which hourly data is not available and only the total aggregate by each band F1, F2, and F3 is available, the corresponding contract prices shall be applied to each band.

In case an hourly meter is installed in the course of the performance period, the Contractor shall charge the same unit price applicable to the other delivery points equipped with hourly meters, starting from the first day of the month following the installation of the hourly meter.

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 Contractor and the Client will negotiate integrative clauses or modifications in order to comply with the requirements within 60 days from one Party’s request to the other Party.

In case the modifications introduced within the context of the new regulations should affect the mutual interest of the Parties to such an extent as to cause damage to the Parties, within 60 days from one Party’s request to the other Party the Contractor and the Client will negotiate integrative clauses or modifications to protect the interests of both.

Article 11. Taxes and duties The Contractor represents that the contract price, including the prices in subcontracts awarded under this contract, do not include taxes of which the Client is exempt.

The Client is exempt from payment of “Value Added Tax” (IVA) tax in accordance with Article 72 of the IVA Decree 633/72 implementing decree on all supplies and services sold to the United States Military Commands in Italy.

(I) The Contractor shall include the following information on invoices submitted to the Client:

(i) The contract number.

(ii) The IVA tax exemption claimed pursuant to Article 72 of Decree Law 633, dated

October 26, 1972.

(iii) One of the following fiscal codes, as pertinent: Navy: 80156020630

Air Force 91000190933

(II) The Contractor may address questions regarding the IVA tax to the Ministry of Finance, IVA Office, Rome, Italy, ph. +39 06 520741.

In addition to the IVA tax, the Client 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.

In accordance with these provisions, the Client 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 U.S. Armed Forces's institutional mission.

The contract price includes all applicable local taxes and duties in effect at contract signing.

After-imposed local tax, as used in this article, means any new or increased Local excise tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced, or whose computation was later changed during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax, other employment taxes, or income tax. The contract price shall be increased by the amount of any after-imposed Local tax, provided the Contractor warrants in writing that no amount for such newly imposed Local excise tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise.

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

Section D - Packaging and Marking

SECTION D

RESERVED

Section E - Inspection and Acceptance

INSPECTION & ACCEPTANCE

Article 12. Invoice and Payment The Contractor may only invoice for charges allowed under the terms and conditions of this contract.

Invoices shall be issued on a monthly basis to the Client by the 20th day of the month following the supply period.

All expenses relevant to invoicing, including stamps and mailing costs, shall be the Contractor’s responsibility and shall be included in the offered price. If these costs are reported on the invoice, the Client will deduct them from the bill payment without generating any right for the Contractor to claim for the missing amount.

On a monthly basis the Contractor shall submit the invoice and a copy of the transport bill issued by the Distributor if available or, alternatively, submit a copy of the spreadsheet reporting the detailed transport costs for all the accounts.

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

In the event the Distributor has not communicated a monthly meter reading on an account, or for any other reason the monthly meter reading at the conclusion of that month is not available, the Contractor shall ensure invoices are issued and received by the Client by the 20th of the month following the supply month on the basis of the estimated monthly consumption as per attachment J-200000-02, column “Electrical Energy Consumption Monthly Forecast.” Any and all estimated bills shall be “trued up” on the first billing cycle after the Distributor bill is made available.

If feasible, agreements may be reached with the Contractor to have the invoicing based on the self-readings monthly provided by the Client when the Distributor’s information is missing.

Failure to invoice for a period longer than three months of supply, even for a single service, will result in a contract termination for default by the Supplier as per Article 16.

In case any undue charge is invoiced by the Contractor and paid by the Client, the money paid in excess shall be reimbursed through crediting the amount on the relevant account in order to be balanced with the following bill(s). Should this be unfeasible due to contract expiration, the credit claimed by the Client shall be reimbursed through a check addressed to the U.S. Treasury.

The Contactor shall NOT issue credit notes as the Client cannot accept credit notes under any circumstances.

Therefore, any credit due to the Client will be indicated in the next invoice(s) for consumption and deducted from the total amount due. Should there be credit(s) at the time the contract expires or if the contract is terminated, the credit(s) will be reimbursed to the U.S. Government via banker's draft made payable to the US Treasury and forwarded to the NAVFAC EURAFSWA FM. POC Mr. Leandro Fernandez.

Monthly bills will comply with transparency regulations recommended by AEEG, in particular in the resolution no.152/06 and subsequent modifications applying also to medium voltage users in the Free Market.

The payment of invoices will be made within 45 calendar days upon receipt through e-mail of a proper invoice by the office designated whose email addresses are provided below.

In case of delayed payment over the said term, the due amount will be increased by the legal interest rates and later by the interests on the delayed payment in accordance with the law.

Invoices submitted in accordance with the terms and conditions of this contract shall be exclusive of all taxes or duties for which relief is available, as described at Article 11.

In case the Client detects errors or inaccuracies in the invoices and gives written notice to the Contractor, such invoices will be put on hold until the issue is settled and no charge for late payment will be considered.

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

(i) The Contractor will submit their paper invoices to the following addresses:

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

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

For NSA Naples area (NV1):

U.S. Naval Support Activity Naples PWD Realty Box 22 Via F. Ruffo di C. - 80144 Napoli

For NAS Sigonella area (NV2):

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

S.P. 69/11- Sigonella, 95121Catania

(ii) In addition to the paper invoices sent through the regular mail service, the Contractor shall email a pdf version of the invoices to each individual identified at the following addresses:

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

Mauro Bomben mauro.bomben@aviano.af.mil Lorenzon Daniela daniela.lorenzon@aviano.af.mil Antonella Bortoli antonella.bortoli@aviano.af.mil

For NSA Naples area (NV1):

Linda Baldan linda.baldan.it@eu.navy.mil Luca Guadagnuolo luca.guadagnuolo.it@eu.navy.mil Nicola Tortorella nicola.tortorella.it@eu.navy.mil

For NAS Sigonella area (NV2):

Antonino Piluso antonino.piluso.it@eu.navy.mil Alison Mumper alison.mumper@eu.navy.mil Daniela D’Urso daniela.durso.it@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.

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

(iv) In addition to the single bills, per each Area a Summary Invoice sheet printed on letterhead shall be forwarded to the same addressees in point (ii); such a summary, dated and numbered, shall show the list of invoices issued on the same date, including the relevant amounts, account POD codes, account ID codes, invoice numbers, billed quantities (metered or estimated) and the total amount at the bottom. Separate summary invoices sheets will be forwarded for those supplies that are referred to domestic use and that are billed on a bi-monthly basis.

(v) The list of invoices will follow exactly the order of the ID Codes. Any change or different grouping can be made by writing by the Client with adequate advance notice. If such change or different grouping is made by the Client, the Contractor will follow exactly this new order.

(vi) 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 person to be notified in the event of a defective invoice or any other clarifications regarding billing.

Furthermore a note stating that the list summarizes what was invoiced in the single bills issued per each account and that the total on the bottom corresponds to the sum of the listed amounts separately billed shall be inserted. Such a total amount will be payable as a lump sum making reference to the Summary number.

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

(viii) In the case that the invoice file is unable to 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 Contractor will provide notice to the Client regarding this alternative method. The alternative method of delivery must ensure that the mailing is made within the working day following the date of the invoice. The date the package is received by the U.S. Government will be considered the official receipt date.

2. Payment of Invoices.

The payment of the invoices will be made by the following Offices within 45 calendar days upon receipt of a proper invoice.

For Aviano Base area (AF1):

Defense Finance and Accounting Service (DFAS) Limestone Field Site 27 Arkansas Road Limestone, Me 04751-1500 - USA

For NSA Naples and NAS Sigonella areas (NV1 & NV2):

Commercial Bill Paying Office Naval Support Activity, Napoli, Italia Roberto Balsamo roberto.balsamo.it@eu.navy.mil

The Contractor is required to provide the Client with the information required to make payment via bank transfer. Within 15 working days after award, the Contractor shall email this information directly to the points of contact shown in block 10 of the SF33 (first page) with copy to the Contracting Officer.

The Contracting Officer may determine that another method of payment is appropriate for an Area of supply. The details of payment methods will be agreed at the time of notification.

The Contractor is required to promptly notify the Contracting Officer of any change affecting the way the payment of invoices must be performed.

The Client is not required to submit any deposit, bank or insurance guarantee.

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

Section F - Deliveries or Performance

PERIOD OF PERFORMANCE

Article 13. Period of Performance.

The contract performance shall begin on January 1, 2014 at 00:00 through December 31, 2014 at 24:00 Contract will automatically expire at the end of the performance period.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 01-JAN-2014 TO

31-DEC-2014

N/A NAVFAC EURAFSWA

IPT EURAFSWA

PSC 812 BOX 51

FPO AE 09622-0051

FOB: Destination

N33191

Section G - Contract Administration Data

Reserved

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

RESERVED

Section I - Contract Clauses

CONTRACT CLAUSES

Article 14. Protest after award

This clause makes reference to FAR Part 33. The full text of FAR Part 33 can be found at http://farsite.hill.af.mil/power.htm.

(a) “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.

(b) “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.

(c) Upon receipt of a notice of protest or a determination that a protest is likely, the Contracting Officer may, by written order to the Contractor, direct the Contractor 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 Contractor 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.

(d) 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 16 and/or 17 of this contract.

(e) If a stop-work order issued under this clause is canceled either before or after a final decision in the protest, the Contractor 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 Contractor's cost properly allocable to, the performance of any part of this contract; and The Contractor asserts its right to an adjustment within 30 days after the end of the period of work stoppage; provided, that if 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.

(f) If a stop-work order is not canceled 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.

(g) If a stop-work order is not canceled 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.

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

(i) If, as the result of the Contractor's intentional or negligent misstatement, misrepresentation, or miscertification, a protest related to this contract is sustained, and the Government pays costs, as provided in FAR 33.102(b)(2) or 33.104(h)(1), the Government may require the Contractor to reimburse the Government the amount of such costs. In addition to any other remedy available, and pursuant to the requirements of Subpart 32.6, the Government may collect this debt by offsetting the amount against any payment due the Contractor under any contract between the Contractor and the Government.

Article 15. Termination for Convenience

The Contracting Officer, on behalf of the Client, has the right to unilaterally terminate the contract with a 3-month advance notice.

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

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

Article 16. Termination for Default

The Contracting Officer on behalf of the Client can terminate the contract by giving the Contractor a written notice by registered mail (“Raccomandata A.R.”) in case one of the following conditions should occur:

Interuption or temporary suspension of the service interruption or temporary suspension of the activity;

failure to provide a bank guarantee.

The Government shall exercise the requirements under FAR Part 52.249-8; Termination for Default, and exercise the collection of bank guarantee.

Article 17. Failure to meet minor contract terms

Minor contract term is a term that, if not observed, is judged insufficient to result in the termination for default.

In case the Contractor fails to meet some minor terms of the present contract and the Client notifies such failure in writing, the Contractor is given 15 working days to solve the issue or to show evidence of a justified reason for the failure. If the problem persists without justification, the client shall contact the Italian Government responsible for industry oversight and submit a formal complaint.

Article 18. Force Majeure

No Party shall be liable for any failure to perform its obligations when such failure is a result of acts of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), invasion, sovereign act of foreign nations, hostilities, civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, sanctions, blockage, embargo, labour dispute, strike, interruption or failure of electricity due to a third party (TERNA) or legislative provisions which make it impossible to fulfil their obligations.

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

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

Article 19. Contract Administration

NAVFAC EURAFSWA has the right to delegate the partial or total contract administration authority to other U.S. Government entities.

The contract will be administered by an authorized representative of the Contracting Officer.

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

The authorized representative as indicated hereinafter

1. The Contracting Officer’s Representative (COR) will be designated per 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.

2. The Contract Specialist designated per each Area will be the Administrative Contracting Officer's representative on all other contract administrative matters regarding the assigned Area. 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 Contractor within 2 weeks upon the contract award.

Article 20. Non-Disclosure Agreement and Privacy Clause

Through the duration of the contract the parties agree not to divulge information regarding the contract, except for data and information that need to be made known to third parties in order to perform or complete the obligations under contract terms and conditions.

In compliance with Decreto Lgs n. 196/03 data treatment is authorized for contract purposes only.

Article 21. Gratuities

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

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

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

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

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or designee. (This subparagraph (b)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

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

Article 22. Covenant against contingent fees

The Contractor 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 contractor 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 contractor and subject to the contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain U.S. Government contracts nor holds out as being able to obtain any U.S. Government 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 Contractor’s legal place of incorporation. The legal domicile for the U.S Government is defined as by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters of 1965.

In the event disputes should arise between the Parties concerning interpretation, performance, validity efficacy and resolution of the contract, the parties agree to solve the dispute through the alternative dispute resolution (ADR) as described in Article 27.

Article 24. Inconsistency between English and Italian language

In case of inconsistency or ambiguity between the contract terms expressed in English and Italian languages, Italian shall control.

Article 25. Disputes

Except as otherwise provided by the Italian Law, all disputes arising under or relating to this contract shall be resolved under this clause.

Claim, as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of 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. The submission may be converted to a Claim, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

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

When submitting any Claim, the Contractor shall provide the certification specified below:

"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 Contractor believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Contractor”.

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

The Contracting Officer's decision shall be final unless the Contractor appeals or files a suit.

If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Client is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR).

If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the request.

The U.S. Government shall pay legal interest on the amount found due and unpaid from (1) the date the Contracting Officer receives the claim; or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, interest shall be paid from the date that the Contracting Officer initially receives the claim.

The Contractor 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

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

Approved in writing by the Contracting Officer;

Permitted by the laws and regulations of the Contractor's country; and Made in accordance with the laws and regulations of the United States of America

(b) 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 Contractor 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. Alternative Dispute Resolution (ADR)

Any controversies arising in connection with the validity, interpretation, performance or termination of the Contract, which cannot be solved by direct agreement between the Parties, will be deferred to standard Italian arbitration, save opposition by one of the Parties.

The Board of Arbiters is made up of three Arbiters, one each designated by the Contractor and by the Client respectively, and the third one, who will act as President, will be designated by the first two arbiters or, should they fail to find an agreement, by the President of the Court of Appeals of Rome, upon submission of a request by one of the Parties.

The Party desiring to send a controversy to arbitration must send a written request to the other Party, including a list of the disputed matters and the name of its designated arbiter.

It is understood that if during the following 30 days the other Party fails to respond with a similar document listing its disputes and its designated arbiter, the request for deferral to arbitration will be considered rejected.

Article 28. Data Universal Numbering System (DUNS) number – NATO Commercial and Government Entity (NCAGE) code, and Central Contractor Registration (CCR)

This clause makes reference to FAR 52.204-6 Data Universal Numbering System (DUNS) Number, and DFARS 252.204-7004, Central Contractor Registration.

FAR 52.204-6 Data Universal Numbering System (DUNS) Number (Apr 2008)

(a) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS+4” followed by the DUNS number or “DUNS+4” that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number is a nine-digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the offeror to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11) for the same concern.

(b) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business name.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company physical street address, city, state and ZIP Code.

(iv) Company mailing address, city, state and ZIP Code (if separate from physical).

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

DFARS 252.204-7004, Central Contractor Registration. (SEP 07)

(a) Definitions. As used in this clause--

“Central Contractor Registration (CCR) database” means the primary Government repository for contractor information required for the conduct of business with the U.S. Government.

“Commercial and Government Entity (CAGE) code” means—

(1) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or

(2) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code.”

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern.