14-R-1018_solicitation.pdf

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30 - 33 H 34 - 37 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 37

(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

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

3 - 6

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

8 - 10

K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 12 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

13 - 21

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

22 - 29

6. REQUISITION/PURCHASE NO.

ACQR3691250

5. DATE ISSUED

13 Jun 2014

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N33191-14-R-1018

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Electric Supply & Distribution

FFP

FOB: Destination

PURCHASE REQUEST NUMBER: ACQR3691250

NET AMT

Section C - Descriptions and Specifications

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 30 Giga-watt hours/year (GWh/year) for a maximum period of 12 months.

The 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 sign and submit a bank guarantee (the text is provided in J-200000-05 for the amount determined in J-200000-05) 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.

The Bank Guarantee amount is listed per area in Attachment J-200000-03, Form D, page three.

The amount specified in the sample J-200000-05, page 32 of 43, first paragraph, should also reflect the amount as applicable upon award.

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).

The prices shall include � Any and all generation, transmission, and distribution (including regulated rates) costs.

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 Technical 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 D - Packaging and Marking

PACKAGING & MARKETING

RESERVED

Section E - Inspection and Acceptance

INVOICING INSTRUCTIONS

Article 12. 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 the Status of Forces Agreement between the Uniteds States of America and Romania, signed October 30, 2001.

(I) The Contractor may address questions regarding the IVA tax to the Ministerul Economiei si Finantelor-Directia Generala Legislatie Impozite Directe, Tel/Fax: 3125979, email:

cornelia.petreanu@mfinante.ro, Adresa: Strada Apolodor nr 17, sect 5 Bucuresti.

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’ 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.

Article 13. 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. Any local tarriffs shall be in Romanian, but invoice shall be in English.

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 selfreadings monthly provided by the Client when the Distributor’s information is missing.

Failure to invoice for a period longer than three months of supply, 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 ANRE. 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 United States 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 12.

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 address:

Naval Support Facility Romania Contracting Officer Representative Unitartea Militara 01870 Oficiul Postal NR 1 Caracal CP NR 8 Deveselu Olt RO 235300

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:

Financial Management Officer United States Embassy Romania

The Contractor is required to provide the Client with the information required to make payment via bank transfer. Within 30 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.

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

DELIVERIES OF PERFORMANCE

Article 14. Period of Performance.

The contract performance shall begin on September 20, 2014 at 00:00 through September 19, 2015, at 24:00 The Contract will automatically expire at the end of the performance period.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 N/A N/A N/A N/A

Section G - Contract Administration Data

Section I - Contract Clauses

CONTRACT CLAUSES

Article 15. Joint Ventures Agreement Joint Ventures (JV) in possession of the proper legal authority can participate in this solicitation.

The JV Agreement shall take effect upon the submission of the proposal and remain irrevocable for one

(1) year after the work has been finally inspected and accepted by the Client.

JV Offerors shall furnish with their proposal a notarized legal document that establishes the JV.

The Joint Venture Agreement shall include, at a minimum, the documents listed in Part IV Section L of this solicitation

The Government reserves the right to review the actual Joint Venture agreement to determine its basis and compliance with the applicable laws. Any agreements affecting the internal composition of the existing Joint Venture and its potential liabilities in relation to the contract (bonds, insurance, etc) will be sent to the Contracting Officer to provide notice of the same.

Any change in the composition of the JV will require the JV to formally request a Novation Agreement, which will be approved/disapproved at the discretion of the Contracting Officer.

The financial responsibility relevant to the bank guarantees shall be evenly shared among the members independently from the performing percentages. The bank guarantee MUST be in the name of all joint venture members.

Article 16. 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 17 and/or 18 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 17. 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 18. 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 in case one of the following conditions should occur:

1. interruption or temporary suspension of the service;

2. failure to provide a bank guarantee in accordance with Art.4

3. failure to invoice for a period longer than three months

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

Article 19. 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 will contact the Romanian Government responsible for industry oversight and submit a formal complaint.

Article 20. 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 natural gas due to a third party 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 21. 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 22. 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.

Article 23. 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 24. 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 25. 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 Art. 29.

Article 26. Inconsistency between English and Romanian language In case of inconsistency or ambiguity between the contract terms expressed in English and Romanian languages, Romanian shall control.

Article 27. Disputes Except as otherwise provided by the Romanian 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 28. 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 29. 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 Romanian 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 30. Data Universal Numbering System (DUNS) number – NATO Commercial and Government Entity (NCAGE) code

This clause makes reference to FAR 52.204-6 Data Universal Numbering System (DUNS) Number

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).

“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. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.

Article 31. Certficiation & Disclosure Regarding Payments to Influence Certain Federal Transactions

(a) Definitions. As used in this provision—“Lobbying contact” has the meaning provided at 2 U.S.C.

1602(8). The terms “agency,” “influencing or attempting to influence,” “officer or employee of an agency,” “person,” “reasonable compensation,” and “regularly employed” are defined in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203- 12).

(b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203-12) are hereby incorporated by reference it his provision.

(c) Certification. The offeror, by signing its offer, hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of this contract.

(d) Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror with respect to this contract, the offeror shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. The offeror need not report regularly employed officers or employees of the offeror to whom payments of reasonable compensation were made.

(e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, for each such failure.

Article 32. Disclosure of Ownership or Contraol by the Government of a Terrorist Country

(a) Definitions. As used in this provision—

(1) “Government of a terrorist country” includes the state and the government of a terrorist country, as well as any political subdivision, agency, or instrumentality thereof.

(2) “Terrorist country” means a country determined by the Secretary of State, under section 6(j)(1)(A) of the Export Administration Act of 1979 (50 U.S.C. App. 2405(j)(i)(A)), to be a country the government of which has repeatedly provided support for acts of international terrorism. As of the date of this provision, terrorist countries subject to this provision include: Cuba, Iran, Sudan, and Syria.

(3) “Significant interest” means—

(i) Ownership of or beneficial interest in 5 percent or more of the firm’s or subsidiary’s securities.

Beneficial interest includes holding 5 percent or more of any class of the firm’s securities in “nominee shares,” “street names,” or some other method of holding securities that does not disclose the beneficial owner;

(ii) Holding a management position in the firm, such as a director or officer;

(iii) Ability to control or influence the election, appointment, or tenure of directors or officers in the firm;

(iv) Ownership of 10 percent or more of the assets of a firm such as equipment, buildings, real estate, or other tangible assets of the firm; or

(v) Holding 50 percent or more of the indebtedness of a firm.

(b) Prohibition on award. In accordance with 10 U.S.C. 2327, no contract may be awarded to a firm or a subsidiary of a firm if the government of a terrorist country has a significant interest in the firm or subsidiary or, in the case of a subsidiary, the firm that owns the subsidiary, unless a waiver is granted by the Secretary of Defense.

(c) Disclosure. If the government of a terrorist country has a significant interest in the Offeror or a subsidiary of the Offeror, the Offeror shall disclose such interest in an attachment to its offer. If the

Offeror is a subsidiary, it shall also disclose any significant interest the government of a terrorist country has in any firm that owns or controls the subsidiary. The disclosure shall include—

(1) Identification of each government holding a significant interest; and

(2) A description of the significant interest held by each government.

Article 33. Authorization to Perform

The offeror represents that it has been duly authorized to operate and to do business in the country or countries in which the contract is to be performed.

Section J - List of Documents, Exhibits and Other Attachments

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

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 RegulatoryAuthority.

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…