14-R-1018_amnd_2.pdf

N33191-14-R-1018

ACQR3691250

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA

FAR (48 CFR) 53.243

Clarify technical requirements.

Article 1, paragraph tw o is changed FROM: The projected load profiles are provided in J-200000-02 TO: The contractual pow er, supply voltage and projected load profiles are provided in J-200000-02.

Also, Attachment J-200000-02 has been modified w ith additional information.

1. CONTRACT ID CODE PAGE OF PAGES

J 1 16

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY 11-Jul-2014

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X N33191-14-R-1018

X 9B. DATED (SEE ITEM 11)

13-Jun-2014

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer is extended, X is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

11-Jul-2014

CODE

NAVFAC EUROPE AFRICA SOUTHWEST ASIA

VIALE PORTO CAPODICHINO

NAPOLI 80144

N33191 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

The following have been modified:

SCOPE OF WORK

Article 1. Object of the Contract

Navy Facilities Engineering Command Europe Africa South West Asia (NAVFAC EURAFSWA) is the Government agent delegated to procure electricity for the supply and delivery of electricity to United States of America Department of Defense (DoD) accounts located at Deveselu, Romania, for an estimated total consumption of 7 Giga-watt hours/year (GWh/year) for a maximum period of 12 months.

The contractual power, supply voltage and projected load profiles are provided in J-200000-02.

The present solicitation procedure aims to select one supplier to provide for the commodity (electricity) and the transport (through the local provider) of electricity to Deveselu, Romania. The period of performance will be from 0000 hrs (local Romanian time) 20 September 2014 to 2400 hrs (local Romanian time) 19 September 2015.

In case of award, the Contractor is required to submit a bank guarantee in the amount specified in J-200000-03 for the supply of electricity that it has been awarded. The bank guarantee, whose language is provided in J-200000-05, shall be submitted no later than 15 calendar days after contract award and shall be valid through the end of the performance period.

The Contractor shall establish the terms of contracts with transmission operator, the local distributor or other subjects involved in the supply management; in particular, the Contractor shall be responsible for electricity transmission and distribution contracts for the delivery point in accordance with the Romanian Energy Regulatory Authority (ANRE).

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. No later than 15 working days prior the start of services, 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 19.

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 – Acquisitions

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.

The contractor shall ensure that all contract correspondence addressed to the Client is submitted in both Romanian and English.

Article 3. Conditions of the Supply

The supply shall be continuous and non-interruptible.

The quantity of the 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 specified in the J-200000-02 and J-200000-06 are estimates only and are not purchased in advance (take or pay) 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 or through email sent to the email addresses listed at Article. 14 (ii):

-metered data monthly summary and, if available, daily consumption, divided by demand and consumption data for all the calendar months preceding the current month, reported in table/spreadsheet format;

Failure to meet these terms will be addressed by the procedure in Article 19.

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 Art. 13. Any future changes of the IBAN code shall be timely notified on Company’s letterhead and anticipated via email to the addresses listed at Section E.

Article 4. Bank Guarantees

The sucessful offeror will be required to submit a bank guarantee (the text is provided in J-200000- 05 for the amount determined in J-200000-06) 15 calendar days after contract award.

The bank guarantee will be valid through 20 September 2015 and will be payable on a written first - demand basis. This demand will occur if the contract is terminated in accordance with Article 18.

Article 5. 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 standard period required as advance notice for supplying a new account. In such event, the Client shall acknowledge the addition through the bilateral execution of a modification including the new facility’s requirements.

Under these contract provisions the Client is entitled to request the termination of the supply to any delivery point effective the first day of the month following the period required as advance notice following the request. This in compliance with the electrical distribution regulations in force. 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 variation of the annual consumption exceeding 5%.

The Contractor shall show evidence of timely actions to process requests for daily capacity 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 Transporter or other appropriate agency, within 5 working days from issuance. Failure to meet this requirement will result in the action described at Article19.

Article 6. 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 Price per KWH consumed through the entire performance period applicable for each point of delivery specified in J-200000-02. This price, in lei/KWH, shall not be diversified by month but can be differentiated by the time of use as identified in section J- 20000-04.

The prices shall not include:

� Taxes or other duties (reference article 12). Regulated pass through charges. A regulated pass through charge must be tied to parameters that are: (1) dependent on end user account characteristics (such as kWh or kW) and NOT dependent on contractor supply characteristics (e.g.

injection point of generation) and (2) regulated rates. Charges described in Article 9 herein are examples of regulated rates.

The prices shall include

� All electric charges that are not regulated rates or pass through charges.

Article 7. Special Provisions

No adjustments shall be provided as a consequence of actual total volumes different from the estimated volumes outlined in J-200000-06. Any adjustment to the transport tariff (regulated) that may occur during the term of this contract shall be applied giving notification through a separate communication to the addresses listed at Art. 2. Such variations shall be applied respect to the values in force at the date of the price offer. Any adjustment to any other charge related to service forecast that may occur during the term of this contract, shall not be applied.

No guarantee deposit nor bank guarantee shall be requested or charged to the Client by the Supplier.

Article 8. Offer Conditions and Award Criteria

Receipt of Offeror’s Non-price and Pricing Offers for all Areas are due as described in Part IV Sec. L The Offeror shall submit a Pricing Offer in accordance with Art. 6. The award criterion and evaluation factors are described in Part IV Sec.M.

Article 9. Price and Conditions of Distribution Services and Additional Costs

The Contractor will invoice the Client the distribution service with no additional charges and with a level of detail which is consistent with the standards of transparency and billing dictated by the Romanian Energy Regulatory Authority (ANRE).

Article 10. Reference Provisions (norm, standard and regulation)

The regulation of electricity in Romania, to include supply, transportation and distribution, will be governed by the Romanian Civil Code. Rules and regulations implemented and/or approved by ANRE and other governing bodies, for the purposes of electrical distribution regulation shall be adhered to and strictly enforced.

For the issues not explicitly provided for in the contract the Client and Contractor agree to accept the provisions contained in the ANRE resolutions and in the Romanian Civil Code.

Article 11. 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 parties.

SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

The following have been modified:

LIST OF ATTACHMENTS

DOCUMENTS, EXHIBITS, AND OTHER

ATTACHMENTS TABLE OF

CONTENTS

ATTACHMENT NUMBER ATTACHMENT TITLE

J-200000-01 Definitions and Acronyms J-200000-02 Estimated Electrical Consumption

J-200000-03 Form D J-200000-04 Firm Fixed Price Form J-200000-05 Bank Guarantee Sample Language J-200000-06 Bank Guarantee Amount Acknowledgement J-200000-07 Regulated Charges Information Form

J-200000-01 Definitions and Acronyms

As used throughout this solicitation/contract:

Government stands for the Government of the United States of America (U.S.);

NAVFAC EURAFSWA stands for Naval Facilities Engineering Command Europe Africa South West Asia NAVFAC is a US Government organization and is authorized to execute natural gas contracts for the US forces in Italy.

Client stands for the U.S. Department of Defense (DoD), limited to US Navy.

Contracting Officer is the Government representative in charge for executing the supply contract on behalf of the Client.

Offeror stands for a sales company (Vendor) that submits a proposal.

Contractor stands for an Offeror awarded the contract.

Parties stands for the Client and the Contractor.

RFP stands for Request for Proposal.

SF stands for Government’s standard form; this acronym is followed by a number identifying what contract action the form is intended for.

TET stands for the Government Technical Evaluation Team that receives, accepts and evaluates the technical offers.

ADR stands for the Alternative Dispute Resolution.

ANRE stands for the Romanian Energy Regulatory Authority.

Distributor stands for the Entity running the electrical distribution and metering activity as per concession set by Romanian Law;

Seller is an entity authorized to sell electricity.

Transporter is the operator that regulates the transport system and dispatching.

Regulated tariff for the distribution and measure is the tariff for the service distribution and is set by the Authority, with provisions of the Act regulating the quality and pricing of distribution services and electrical measurement and the regulation of rates of distribution services and electrical measurement and differentiated tariff areas;

Activation Date is the start date of delivery under this contract with respect to a single service.

Termination date of contract is the date corresponding to the end of the contract and coinciding with the date of termination supply of all users in contract;

Multi-Site Customer stands for a single customer having at least three different delivery points to be supplied and invoiced separately.

IBAN stands for the International Bank Account Number.

J-200000-02

Service Electrical Power Demand and Voltage

Maximum Connected Power Peak (not foreseen for contractual term): 6.3 MW Estimated Power Peak for contractual term (1st year): 1.4 MW

Voltage: 20 kV (kilovolts)

Estimated Electrical Consumption

# Time of Use Period Annual Quantity

Quantity Unit

1 Off-Peak-Winter 1,141,088 kWh

2 On-Peak-Winter 364,951 kWh

3 Normal-Winter 719,869 kWh

4 Off-Peak-Summer 2,291,556 kWh

5 On-Peak-Summer 156,812 kWh

6 Normal-Summer 1,947,407 kWh

J-200000-03

Form D Identification Of Customers

Customer Supply period Total electricity supplied [GWh/year]

Name and contact point of end customers

Signature and Corporation stamp

Date

J-200000-04

# Time of Use Period Annual Quantity

Quantity Unit

Supply Offer Price in lei/kWh

Total Estimated Annual Cost

1 Off-Peak-Winter 1,141,088 kWh 0.00 lei

2 On-Peak-Winter 364,951 kWh 0.00 lei

3 Normal-Winter 719,869 kWh 0.00 lei

4 Off-Peak-Summer 2,291,556 kWh 0.00 lei

5 On-Peak-Summer 156,812 kWh 0.00 lei

6 Normal-Summer 1,947,407 kWh 0.00 lei

Total Supply Cost 0.00 lei

Time of Use Period Definitions:

Off‐Peak‐Winter ‐‐ October 1 through March 31, All weekend hours and Monday through Friday 2200 to 0800

On‐Peak‐Winter ‐‐ October 1 through March 31, Monday Through Friday 0800 to 1000 and 1700 to 2200

Normal‐Winter ‐‐ October 1 through March 31, Monday Through Friday 1000 to 1700

Off‐Peak Summer ‐‐ April 1 to September 30, All weekend hours and Monday through Friday 2100 to 0800

On‐Peak‐Summer ‐‐ April 1 to September 30, Monday Through Friday 0800 to 0900

Normal‐Summer ‐‐ April1 to September 30, Monday Through Friday 0900 to 2100

N A

V F

A C

E U

R S

W A

C on tr ac to r

J-200000-05

AUTONOMOUS BANK GUARANTEE PAYABLE ON FIRST WRITTEN

DEMAND

Attn:

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

Subject: AUTONOMOUS BANK GUARANTEE PAYABLE ON FIRST WRITTEN DEMAND

The underwritten Bank (hereafter the BANK), with legal seat in _____________, fiscal code _________________, VAT____________________, Chamber of Commerce registration no.

___________, Branch of ______________________________, here represented by its Bank Manager Mr_____________, born in ______________on ____________, holding the necessary powers to issue an executable bank guarantee payable on first written demand (hereafter the GUARANTEE) in favour of the Naval Facilities Engineering Command Europe Africa South West Asia (NAVFAC EURAFSWA) and to meet the related obligations as mutually agreed assuming that

a) NAVFAC EURAFSWA with legal seat in Viale Porto Box 51 – Aeroporto Capodichino 80144

Napoli Italia, VAT/FC N, 22-1522888 (hereafter the CLIENT), and _____________ with legal seat in _____________, fiscal code _________________, VAT____________________, Chamber of Commerce registration no. ___________, (hereafter the SUPPLIER), have agreed to sign a contract which provides for the SUPPLIER to deliver electric energy to the CLIENT starting from October 1, 2013 through September 30, 2014;

b) as suspension clause for contract efficacy the SUPPLIER must give the CLIENT a bank guarantee payable on first written demand issued by a primary Spanish bank, valid through 24.00 hours of the last day of the contract, the text of which guarantee is that provided by the CLIENT;

c) in case of unilateral termination of the contract it is agreed that the GUARANTEE should be valid through 24.00 hours of the last contract day, independently of the termination day;

considering all the above assumptions a fundamental part of GUARANTEE obligations, the BANK as here represented agrees to meet the following obligations towards the CLIENT:

ART. 1 OBLIGATIONS

On behalf of the SUPPLIER the BANK irrevocably and unconditionally guarantees the CLIENT up to a maximum amount of 760,000.00 Romanian new Lei (RON), including capital, VAT, duties and taxes, accessories, and other CLIENT’s requests, assuming autonomous obligation of guarantee towards the CLIENT in the agreed terms.

The present bank guarantee covers the electric energy supply which the Supplier is to deliver the Client from September 20, 2014.

Therefore the BANK shall pay the amount requested up to the agreed maximum on the CLIENT’s first written demand. The payment will be made to the CLIENT’s bank account and following the CLIENT’s crediting directions within five working days from receiving the demand. The demand shall be mailed as Registered R.R. or telegram.

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

The CLIENT agrees that excussion will occur only in case of contract termination due to the SUPPLIER’s failure as per article 16 of the Contract.

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

ART. 2 PARTIAL EXCUSSION; CESSION OF GUARANTEE RIGHTS

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

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

Should the CLIENT transfer his contract the BANK’s obligation will not change provided that the BANK is notified of such cession by both parties not later than on the date of exclusion on the first written demand.

ART. 3 DURATION AND VALIDITY OF THE GUARANTEE; TERMINATION

The GUARANTEE is valid and effective through the last contract day, September 19, 2015.

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

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

ART. 4 COMMUNICATIONS

All communications on the subject of the GUARANTEE should be mailed to:

BANK: …., …………, ………….…, Fax ……………………., Attention of ….. .

NAVFAC: NAVFAC EURAFSWA, Viale Porto Box 51 – Aeroporto Capodichino 80144 Napoli Italia, Fax +390815685517, Attention of Paul Heavey (Contracting Officer)

ART. 5 EXCLUSIVE LEGAL JURISDICTION

Any disputes which should arise concerning the GUARANTEE will fall under the exclusive legal jurisdiction of the Court of Bucharest. Any other Court is expressly excluded.

Signature the BANK _____________

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

Signature the BANK _____________

J-200000-06

Bank Guarantee Acknowledgement

Line Item Pertinent Area Bank Guarantee Amount

1 Naval Support Facility Romania, Deveselu, Romania

760,000.00 lei

Signature and Coroporate Seal/Stamp

Date:

J-200000-07

Regulated Charges Information Form

For regulated charges that are to be invoiced identify the reference name and date that indicates the basis for the charge. Note how the charge is administered such as indicating the unit that it is based on (e.g., monthly kWh). Use the “Regulated Charges Reference” table below as part of the non-price submission.

Regulated Charges Information Name or Description of Charges

Reference Name and Date (such as CEZ distribution Tariff - 1/1/2014)

Specify Current Rate and Units (e.g. lei/kWh, lei/kW, lei//day, etc.)

Notes or Additional Explanation

(End of Summary of Changes)