Amendment_0001.pdf

N3319118R0629

ACQR5418458

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

The purpose of this amendment is to Answ er PPIs and make changes to the solicitation accordingly.

1. CONTRACT ID CODE PAGE OF PAGES

J 1 20

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

16C. DATE SIGNED

BY 30-Oct-2018

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 N3319118R0629

X 9B. DATED (SEE ITEM 11)

12-Oct-2018

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

30-Oct-2018

CODE

NAVFAC EUROPE AFRICA SOUTHWEST ASIA

PSC 817 BOX 51

FPO AE 09622-0051

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 SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been added by full text:

AMENDMENT 0001

The purpose of Amendment 0001 is as follows:

1. Provide Government responses to six (6) Pre-Proposal Inquiries.

2. Make corrections to solicitation language.

1. PRE-PROPOSAL INQUIRIES:

Question 1:

Please advise on the applicable NAICS Code for this procurement and shall the Offeror/Vendor be registered under such referenced NAICS Code in its SAM Active Record at the time of the proposal submission.

Answer 1: The applicable NAICS Code is 221122. Per section M of the solicitation proof of registration in SAM is required. Any offeror not registered with an “Active” status in SAM will not remain in consideration for award.

Question 2:

Section L.6 5252.215-9300 CONTENT OF PROPOSALS (JAN 2003)

b) The offeror shall submit the following information:

(2) Pricing Submission: b. A statement that the offeror agrees to hold prices for 7 business days from the day after the date specified for the receipt of prices. Page 36/41.

The above wording (highlighted/underlined in red) is in conflict with the below wording highlighted/underlined in blue:

Section M - Evaluation Factors for Award

B. ADJECTIVAL RATINGS/DESCRIPTIONS

2. Basis of Evaluation and Submittal Requirements for Each Factor:

(i) Solicitation Submittal Requirements:

b) A statement that the offeror agrees to hold prices for 5 business working days from the date specified for the receipt of prices. Page 38/41.

Please clarify accordingly

Answer 2: Offerors must hold prices for 7 business days. Proposals are due November 13 therefore prices must be held through November 21st, 2018. Section M has been amended to reflect 7 business days.

Question 3:

We refer to Article 15 , “Termination for convenience” .

Here is a short extract:

“The Government may terminate performance of work under this contract in whole or, from time to time, in part if the Contracting Officer determines that a termination is in the Government’s interest. The Contracting Officer shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date………….”

Could you please clarify if you mean that the Government can terminate the contract in whatever time in the case of its general economic convenience? Are there any notice times?

We point out that, in the case of US NAVY for the supply of electricity at fixed price and two-year of consumptions (about 363 GWh), the condition above implies that the supplier has a very high risk, whose economic value for hedging , inevitably falls on the customer's price making it more onerous and in some cases unsustainable.

May be this contractual option is more prerogative for other types of supply

Answer 3: The Government has removed Article 15 and has replaced with the following language:

Art. 15 The Contracting Officer, on behalf of the Government, has the right to unilaterally terminate the contract with a 6-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.

Question 4: We refer to the solicitation and in particular to the “article 17”. It results as “ Not applicable to this solicitation” . Could you better clarify?

Answer 4: Article 17 is not relevant to this solicitation. All references have been deleted.

Question 5:

We refer to Article 16, “Termination for Default”.

Here is a short extract in yellow:

Article 16. Termination for Default FAR 52.249-8 -- Default (Fixed-Price Supply and Service). Default (Fixed-Price Supply and Service) (Apr 1984)

(b) If the Government terminates this contract in whole or in part, it may acquire, under the terms and in the manner the Contracting Officer considers appropriate, supplies or services similar to those terminated, andthe Contractor will be liable to the Government for any excess costs for those supplies or services… We point out that in the case of US NAVY for the supply of electricity at fixed price and two-year of consumptions (about 363 GWh), the condition above (i.e. Contract termination at any time, charging excess costs to the contractor) implies that the “contractor” has a cost risk not estimable in terms of economic value and in some cases unmanageable.

Only for mere comparison, in the your 2016 tender we did not recognize this constraint.

In this context, is it possible to reconsider the excerpt mentioned here?

Answer 5: The Government has removed Article 16 and has replaced with the following language:

Art. 16 Termination for Default The Contracting Officer on behalf of the Government 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:

Interruption 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.

Question 6:

We refer to Article 25 “Disputes”, Here is a short extract in yellow:

Except as provided by the Italian Law, all disputes arising under or relating to the contract shall be resolved under this article. FAR 52.233-1 – Disputes (May 2014) Could you better clarify in which circumstances the Italian law is applied, considering that Article 25 refers to the United States legislation FF 52.233-1.

Answer 6: In accordance with the solicitation all disputes will be handled according to the Article 25 on a case by case basis.

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

The following have been modified:

STATEMENT OF WORK

NAVFAC EURAFSWA is the Government agent delegated to procure electricity for the supply of DoD accounts located in Italy, amounting to 49 delivery points, for an estimated total consumption of 363,728

Mega Watt hours (MWh/) for a 24 months period.

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 Relevant Areas:

Line item Relevant Area

Reference Installation

Total # of accounts

MV

accounts

Non-domestic LV accounts

Domestic LV accounts Distributor Reference sheet of J-200000-02

AF1 Friuli & Others Aviano

Air Base 27 8 8 (*) 11 e-distribuzione AF1-Oth, AF1-Hsg

NV1 Campania & Lazio NSA Naples 13 6 5 2 e-distribuzione

& ACEA

NV1-nonSicily

NV2 Sicily NAS Sigonella 9 6 3 0 e-distribuzione NV2 Sicily

(*) For power service POD IT001E350880682, a 50 kW low voltage, other than dwellings connection request is in progress with e-distribuzione S.p.A. Tracing ID code: 191346054. It is estimated that the e-distribuzione connection work will be completed no later than 31 January 2019. The selected supplier shall be responsible for acquiring (switching) this additional point of service at the conditions set forth under the awarded contract including the awarded rate. Service is listed in Attachment J-200000-02, tab “AF1 Oth”.

Each Offeror can submit an offer for one or more Relevant 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 24-month period January 1, 2019 - December 31, 2020.

To this purpose the Government states:

That all the Government’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 Government 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 Instructions, Conditions and Notices to Bidders and the Evaluation Factors for Award are provided in detail under Sections L and M of this Solicitation.

The list of electrical power service points and relevant identification data (ID code, name, address, fiscal code, max available power, POD code, supply voltage as well as main power and electricity consumption characteristics) is 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.

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 ARERA (Autorità di Regolazione per Energia Reti e Ambiente), formerly AEEGSI.

The Government 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 Government. The point of contact shall not be a Call Center and shall provide full and prompt assistance for any issues regarding the contract administration.

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 Government’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 Government within 5 working days.

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

Article 1. 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 post award contract correspondence addressed to the Government 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 Government 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 2. Conditions of the Supply and Transmission of Electricity and Ancillary Services

The supply shall be continuous and non-interruptible.

7% of the supplied energy shall be from renewable sources and shall be covered by certification of Guarantee of Origin (GO) - as defined and ruled by Legislative Decree 29/11 transposing European Directive 2009/28/EC of 23 April 2009 (for Italy ruled by GSE) upon final balance. The 1st year certification is due to the Contracting Officer by February 2020, the 2nd year certification is due by February 2021.

The quantity of electricity under contract provisions is subject to ordinary variations due to different causes.

Such variations shall not justify reason for failure to deliver electricity nor justify any Contractor claims against the Government.

The quantities of electricity 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 Government’s estimate. Likewise, should consumption be higher than estimated, the Government shall not request any discount at the completion of the billing month.

The Government only 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.

In accordance with current Italian legislation, the Government formally delegates the Contractor to sign the transportation and dispatching contracts on its behalf (including transmission, metering and distribution services), for the transmission, distribution and ancillary services, which will be invoiced by the Contractor, without markup, as indicated in Article 4. The Contractor shall 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 12.

For each delivery point through the duration of this contract, the Contractor shall make the following available to the Government by the 10th of every month, 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.

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 3. Period of Performance The contract performance shall begin on January 1, 2019 at 00:00. The contract performance period ends on December 31, 2020 at 24:00.

Article 4. Unit Price of Supply

For each relevant 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 included in attachment J-200000-06, tab “Area Units For Price Eval”.

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 Areas included in this solicitation. This price offer, in €/MWh, can be diversified according to Time Bands and Areas as indicated in attachment J-200000-06 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 and System fees (all retail supply costs) as provided by ARERA resolutions.

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 Government 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 ARERA no.349/07 “TIV” and subsequent modifications.

all costs relevant to invoicing, including stamps and mailing costs.

Costs relevant to the achievement and release of GO certification to cover 7% 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 5. 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 J- 200000-06. 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 6. Offer Conditions and Award Criteria Receipt of Offeror’s Technical and Pricing Offers are due as described in Section L.

The basis for award is found in Section M.

Article 7. Letters of Reference and Bank Guarantees

In order to participate in the present Solicitation, the Offeror must submit two letters of reference issued by two different credit institutions or authorized brokers. Such reference letters shall state the Offeror’s financial capability to acquire the required Bank Guarantee(s) in case of award.

The subject line for each Letter of Reference shall include the Solicitation number N33191-18-R-0629.

In case of award, the Contractor is required to submit a bank guarantee in the amount specified in Section J, Attachment J-200000-03 (form D), page three, for the Areas that it has been awarded. The bank guarantee(s), whose language is provided in attachment J-200000-05, shall be submitted no later than fifteen calendar days after contract award.

The Bank Guarantee will be valid through June 30, 2021, six months after the end of the period of performance, and will be payable on a written first-demand basis. Additionally, the Government will retain physical possession of the Bank Guarantee. The Government may make a written first-demand should the Contractor default per

Article 16.

Article 8. 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, ARERA (formerly AEEGSI) and other governing bodies, for the purposes of electricity regulation shall be adhered to and strictly enforced.

Article 9. Addition and Termination of Services

Under this contract the Government is entitled to request delivery of electricity to additional service points, and termination of services. 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.

Transfer under this contract of an existing service point will be carried out upon request of the Government and will be executed within seven (7) days from request. Charges will be as provided for the regulated market (“Maggior Tutela”), net of taxes and deposit.

Connection and activation under this contract of a new service point will be carried out in accordance with the ARERA applicable resolutions, including time and costs of execution.

Termination of services will be carried out upon request of the Government. Termination charges will be as provided for the regulated market (“Maggior Tutela”). Service termination will be effective as specified in the request and in accordance with the ARERA applicable resolutions.

Any variation of the technical conditions of supply, such as power increases, decreases, or other, will be carried out and charged as provided by the ARERA applicable resolutions.

In such events, the Government and the Contractor shall execute a bilateral contract modification to acknowledge the addition or termination, and to update the document “Delivery Point Details & Estimated Consumption”, Attachment J-200000-02, which is an integral part of this contract.

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 Operator or other appropriate agency, within 5 working days from issuance.

Article 10. Change in rates or terms and conditions for regulated services

In the event that rules and regulations issued and enforced by regulatory bodies should affect the supply contract terms the Contractor and the Government 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.

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 Government is exempt.

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

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

(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 Government 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 Government 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.

SECTION I - CONTRACT CLAUSES

CONTRACT CLAUSES

Article 13. Joint Ventures Agreement FOR THE PURPOSES OF THIS SOLICITATION, A JOINT VENTURE (JV) REFERS TO A U.S.-STYLED

FORMAL LEGAL ENTITY IN THE NATURE OF A PARTNERSHIP COMPRISED OF TWO OR MORE

PERSONS OR COMPANIES. EACH JOINT VENTURE MUST PROVIDE ONE (1) CAGE/NCAGE CODE, ONE

(1) DUNS NUMBER FOR THE JOINT VENTURE AND ONE (1) DUNS NUMBER FOR EACH MEMBER

COMPRISING THE JOINT VENTURE. EACH JOINT VENTURE MUST BE REGISTERED IN THE CCR

USING THE NAME OF THE JOINT VENTURE.

Joint Venture Offerors (JV), shall provide with their proposal a notarized legal document that establishes the JV.

The JV Agreement shall take effect upon the submission of the proposal and remain irrevocable until one (1) year after the work has been finally inspected and accepted by the Government. Submission of the notarized legal document that establishes the JV shall be furnished with the proposal in its original language version along with a certified English translation of the notarized JV document. The Joint Venture must be formed and valid at the time of submission of the proposal. The validated notarized legal document must include language that each member of the JV will be jointly and severally liable for the performance of the whole contract and will be incorporated into the contract award if award is made to the JV.

The Joint Venture Agreement shall include, at a minimum, the following:

(a) Name of firms that form the JV and the name of the JV.

(b) Name and title of the corporate officials signing on behalf of each party.

(c) Solicitation number.

(d) Description of the responsibilities in terms of work category for each member (for example: Firm A performing 100% of work).

(e) The statement "The composition and structure of the JV will remain unchanged from award to one (1) year after contract completion.”

(f) Date of issuance of the agreement and notarized signature of the corporate officials signing in behalf of each party.

(g) Statement under oath stating that the Joint Venture(JV) is in compliance at the time of proposal submission with all applicable laws, rules, and regulations. This statement must be signed under oath by all members comprising the Joint Venture.

(i) Have appropriate vendor registration as required in Section M.

The U.S. Government reserves the right to review the actual JV Agreement, to determine its basis and compliance with the applicable laws. Any internal agreements affecting the internal composition of the existing JV and its potential liabilities in relation to the contract (performance guarantee, 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 in accordance with FAR 42.12, which will be approved/disapproved at the discretion of the Contracting Officer.

System for Award Management:

1. System for Award Management (SAM) registration is required for all Offerors, including Joint Venture (JV) Offerors (registration must state the NAME of the JV). SAM registration can be accomplished at https://www.sam.gov . Offerors not currently registered in SAM shall obtain a DUN & Bradstreet (DUNS) number and a CAGE or NCAGE prior to registering in SAM.

2. A DUNS number is required for all Offerors, including JV Offerors. In addition to the DUNS number required for JV Offerors, JV Offerors must provide a DUNS number for each member comprising the JV. DUNS numbers can be obtained at http://fedgov.dnb.com/webform. The DUNS number is required in order to register in SAM.

3. Offerors must be registered in the SAM prior to the submission of proposals. If the Offeror is not currently active in SAM, then the Offeror must provide proof of registration with their price proposal submission. SAM registration must be active in order to be considered for award.

Cage/NCage Code:

1. A CAGE/NGAGE Code is required for all Offerors, including JV Offerors. JV Offerors must acquire a CAGE/NCAGE Code registered in the JV name.

2. U.S. Offerors, including Joint Venture Offerors: U.S. Offerors must obtain a CAGE Code prior to registering in the SAM database, which is part of the SAM registration process.

3. Non-U.S. (foreign) Offerors ONLY: Non-U.S. Offerors must obtain a NATO CAGE (NCAGE) Code instead of a CAGE Code prior to registering in the SAM database. NCAGE codes may be obtained at the NCAGE website http://www.dlis.dla.mil/Forms/Form_AC135.asp.

Article 14. Protest

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) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from:

NAVFAC EUROPE AFRICA SOUTHWEST ASIA

PSC 817 BOX 51

FPO AE 09622-0001

ATTN: CONTRACTING OFFICER

EMAIL: brian.d.griffin@eu.navy.mil

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.

Article 15. Termination for Convenience

The Contracting Officer, on behalf of the Government, has the right to unilaterally terminate the contract with a 6-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 Government 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:

Interruption 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. Not Applicable to this solicitation

Article 18. Not applicable to this solicitation

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 Government, 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. Warranty 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 Do4cuments in Civil or Commercial Matters of 1965.

Article 24. Inconsistency between English and Italian language (NOT

APPLICABLE)

Article 25. Disputes

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

FAR 52.233-1 – Disputes (May 2014)

(a) This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

(b) Except as provided in 41 U.S.C. chapter 71, all disputes arising under or relating to this contract shall be resolved under this clause.

(c) “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. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under 41 U.S.C. chapter 71 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C. chapter 71. The submission may be converted to a claim under 41 U.S.C. chapter 71, 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.

(d)

(1) 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 Government against the Contractor shall be subject to a written decision by the Contracting Officer.

(2)

(i) The contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “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 authorized to certify the claim on behalf of the Contractor.”

(3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim.

(e) 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.

(f) The Contracting Officer’s decision shall be final unless the Contractor appeals or files a suit as provided in

U.S.C. chapter 71.

(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government 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 offer.

(h) The Government shall pay interest on the amount found due and unpaid from

(1) the date that the Contracting Officer receives the claim (certified, if required); 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, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

(i) 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:

1. Approved in writing by the Contracting Officer;

2. Permitted by the laws and regulations of the Contractor's country; and

3. Made in accorda7nce 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—

1. Identify the assignee by name and complete address; and

2. Acknowledge the validity of the assignment and the right of the named assignee to receive payment in the amount invoiced or vouchered.

SECTION M - EVALUATION FACTORS FOR AWARD

EVALUATION FACTORS FOR AWARD

A. BASIS FOR AWARD

1. The Government reserves the right to eliminate from consideration for award any or all offers at any time prior to award of the contract; to negotiate with offerors in the competitive range; and to award the contract to the offeror submitting the lowest priced, technically acceptable offer.

2. As stated in the solicitation, the Government intends to evaluate proposals and award a contract without discussions with offerors (except clarifications as described in FAR 15.306(a)). The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. In addition, if the Contracting Officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals.

3. The LPTA process is selected as appropriate for this acquisition because the best value is expected to result from selection of the technically acceptable proposal with the lowest evaluated price.

4. An overall non-price factors rating must be at least “ACCEPTABLE” in order to be eligible for award. An “UNACCEPTABLE” rating in any factor results in the overall non-price factors proposal being rated “UNACCEPTABLE” unless corrected through discussions. An overall non-price factors rating of “UNACCEPTABLE” makes a proposal ineligible for award.

5. In order to be considered for award the contractor must provide all solicitation submittal requirements as stated under each factor.

B. ADJECTIVAL RATINGS/DESCRIPTIONS

Each offeror’s technical factors and past performance will be evaluated separately. Upon the conclusion of the evaluation of the technical factors, and past performance, an overall non-price factors rating of Acceptable (A) or Unacceptable (U) will be assigned to each offeror’s non-price factors proposal.

1. The following adjectival ratings and rating descriptions will be used to assign a rating to each technical factor. Use upper case letter ratings for major technical factor ratings. The addition of plus (+) or minus (-) to an adjective rating is not allowed.

Table A-1. Technical Acceptable/Unacceptable Ratings

Rating Description

Acceptable (A) Proposal clearly meets the minimum requirements of the solicitation.

Unacceptable (U) Proposal does not clearly meet the minimum requirements of the solicitation.

1. The solicitation requires the evaluation of price and the following non-price factors:

Chart A below summarizes which documents must be submitted by each Offeror for the non-price factors:

Chart A

Factor Submission requirement

1. Cover letter & SF33

2. Completed Attachment D Form

3. Letters of Reference

4. Sample Invoice

5. Energy Vendor Qualifications

The technical offers will be considered acceptable if all the required documentation listed in Chart A is properly submitted, complete, accurate, current, and relevant in accordance with the requirements of the solicitation.

The technical evaluation will be completed in advance of receipt of pricing. The Italian electrical power market is very volatile and is based on market trading, therefore the Government will only request pricing from offerors that are technically acceptable. The solicitation requires offerors to guarantee their pricing for seven business days from the submission date of the pricing submittal.

2. Basis of Evaluation and Submittal Requirements for Each Factor:

Price Factor:

(i) Solicitation Submittal Requirements:

a) A completed J-0200000-04 for relevant areas that the offeror selects to participate. A blank space or €0.00 will not be considered a valid offer.

b) A statement that the offeror agrees to hold prices for 7 business working days from the date specified for the receipt of prices.

(ii) Basis of Evaluation:

The Government’s evaluation of price will be based on the total value of the offer. The successful offeror will be the one offering the price that determines the lowest total value of the offer. Total value of the offer is calculated by multiplying time band unit prices by energy consumption expected in the relevant time band, then totaling the results of all the different time bands. Energy consumption data used for evaluation are listed in attachment J-200000-06, tab “Area Units For Price Eval”. To ensure a fair and reasonable price, analysis will be performed by one or more of the following techniques:

(a) Comparison of proposed prices received in response to the RFP.

(b) Comparison of proposed prices with the Independent Government Estimate.

(c) Comparison of proposed prices with available historical information. (d) Comparison of market survey results.

Technical Factors:

(1) Factor 1; Cover Letter, SAM and SF33 form

(i) Solicitation Submittal Requirements:

- A cover letter completed with all the information identified in FAR 52.215-1(c)(2), including:

Solicitation Number;

name, address, telephone and email address of the Offeror;

in case the Offeror is a JOINT VENTURE (JV), the name of the JV MUST BE CLEARLY

IDENTIFIED;

Name, title, a copy of the picture ID of the corporate official signing, and signature of the person authorized to sign the proposal;

Name, title, and signature of the person authorized to negotiate on the offeror’s behalf with the

Government in connection with this solicitation;

a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation and agreement to furnish any or all items upon which prices are offered at the price set opposite each item;

a DUNS Number and CAGE or NCAGE Code of the Offeror; in case the Offeror is a JOINT VENTURE (JV), provide a DUNS Number for each member of the JV.

Proof of Registration in the System for Award Management (SAM) at https://www.sam.gov at time of proposal submission is required. Registration will include the completion of the Representations and Certifications portion of the website. Provide a statement declaring a successful registration in SAM.

Any offeror not registered with an “Active” status in SAM will not remain in consideration for award.

- A “Certificato di Iscrizione alla Camera di Commercio” (applicable to Italian offerors) –Original, unexpired and not older than SIX (6) months at the date of proposal submission of the Chamber of Commerce Certificate of Membership (Certificato di Iscrizione alla Camera di Commercio).

- Completed (Blocks 13 through 18), signed and dated Standard Form (SF) 33, Solicitation, Offer, and Award.

For the purposes of this solicitation, a Joint Venture (JV) refers to a U.S.-Styled formal legal entity in the nature of a partnership comprised of two or more persons or companies. Each JV must provide one (1) CAGE/NCAGE code, one (1) DUNS number for the JV and one (1) DUNS number for each member comprising the JV.