Draft Solicitation N33191-22-R-4014.pdf

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24 - 26 H 27 - 31 paul.martha@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 31

(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 MARTHA 081 568 5597

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 4

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

5 - 10 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 13 - 15 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

16 - 22

PART II - CONTRACT CLAUSES

NAVFAC EUROPE AFRICA CENTRAL

VIALE PORTO CAPODICHINO

NAPOLI 80144

39 081 568 7750

39 081 568 7750FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

08 Mar 2022

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N3319122R4014

DRAFT

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Each AF1 Friuli & Others

FFP

Transmission of electricity and ancillary services in Friuli including Aviano Air Base.

FOB: Destination

PSC CD: S119

NET AMT

0002 Each NV1 Campania & Lazio

FFP

Transmission of electricity and ancillary services in Campania and Lazio including NSA Naples and NSA Naples Department Gaeta.

0003 Each NV2 Sicily

FFP

Transmission of electricity and ancillary services in Sicily including NSA Sigonella

1001 Each OPTION AF1 Friuli & Others

FFP

Transmission of electricity and ancillary services in Friuli including Aviano Air Base.

1002 Each OPTION NV1 Campania & Lazio

FFP

Transmission of electricity and ancillary services in Campania and Lazio including NSA Naples and NSA Naples Department Gaeta.

1003 Each OPTION NV2 Sicily

FFP

Transmission of electricity and ancillary services in Sicily including NSA Sigonella

Section C - Descriptions and Specifications

STATEMENT OF WORK

NAVFAC EURAFCENT is the US Government agent delegated to procure electricity for the supply of Department of Defense (DoD) accounts located in Italy, amounting to 53 delivery points, for an estimated total consumption of 313,070 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 EURAFCENT is soliciting offers for supply and transmission of electricity and ancillary services for the following Relevant Areas:

Table 1. Select DoD Accounts

Line Item

Relevant Area

Reference Installation

Total # of Accounts

MV

Accounts

Non-domestic

LV

Accounts

Domestic

LV

Accounts Distributor

Reference Sheet of

J-200000-

AF1

Friuli and Others

Aviano Air Base 31 8 8 15 e-distribuzion e

AF1-Oth, AF1-HSG

NV1

Campani a and Lazio

NSA

Naples 13 6 5 2 e-distribuzion e and ACEA

NV1-

nonSicily

NV2 Sicily

NAS

Sigonella 9 6 3 0 e-distribuzion e

NV2

Sicily

(*) It includes POD IT001E350880682, a 50 kW low voltage, other than dwellings power service whose 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 2021. The selected supplier shall be responsible for acquiring (activating) this additional point of service under 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 purpose of this solicitation procedure aims to award to one or multiple suppliers to provide electricity for a period of 24-months. To this purpose NAVFAC EURAFCENT states:

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.

Upon award, the Supplier is required to submit a Bank Guarantee in the amount specified in J-200000-03 page 3 for each Line Item that it has been awarded. The Bank Guarantee, whose language is provided in J-200000-05, shall be submitted not later than 21 calendar days after contract award and shall be valid through six months after the end of the second period of performance.

The Supplier shall establish the terms of contracts with the Italian Independent Transmission System Operator (TERNA), the local Distributor or other subjects involved in the supply management; in particular, the Supplier shall be responsible for electricity supply, transport and dispatching contracts for each delivery point in accordance with the current provisions of the Italian Regulation Authority of Energy Grids and Environment ARERA (Autorità di Regolazione per Energia Reti e Ambiente).

NAVFAC EURAFCENT will provide any necessary documentation and information instrumental for the Supplier to draw the transportation and dispatch contracts on its behalf.

The Supplier shall designate at least two points of contact (a prime and a deputy) to be responsible for all communication with NAVFAC EURAFCENT. 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 Supplier shall notify NAVFAC EURAFCENT via email of the names, email addresses and telephone numbers of the Points of Contact (POC) for the Supplier for the contract. Should a POC be replaced, the Supplier shall provide updated contact information to NAVFAC EURAFCENT within 5 working days.

Article 1. Communication and Contract Modifications Official written communication between the Supplier and Contracting Officer concerning the contract shall be sent to:

Commanding Officer NAVFAC EURAFCENT – AQ Dept.

Viale Porto, Box 51 – Aeroporto Capodichino 80144 Napoli, Italia In addition, the Supplier shall carbon copy any email correspondence to the relevant Contract Specialist(s) delegated for the area(s) included in the contract.

Note: The U.S. Government cannot send or receive official Italian registered emails (Posta Elettronica Certificata, “PEC”). Additionally, if traditional, registered mail is sent to the above address, a copy of letter shall be e-mailed to the NAVFAC EURAFCENT POCs.

All correspondence from the Supplier to NAVFAC EURAFCENT shall be in both English and Italian.

All contract modifications will be prepared on the US Government Standard Form-30 (“SF30”). NAVFAC EURAFCENT will send the SF30 to the Supplier, and the Supplier shall sign the SF30 and return to the Contracting Officer by email within 2 weeks. All contract changes must be in writing and signed by both parties. Only the Contracting Officer has the authority to sign on behalf of the U.S. Government.

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 n. 28 dated 3 March 2011, as amended, (for Italy ruled by GSE) upon final balance. The contractor shall certify origin no later than 1 March 2023 for the first year 2022 of contract performance. The contractor shall certify origin no later than 1 March 2024 for the 2023 year of contract performance.

The quantity of electricity consumed under this contract will vary depending on the actual usage required.

Additionally, starting 2022 the ESPC project will reduce the total annual consumption at Capodichino (POD:

IT001E00204018), NAS 1 (POD: IT001E00202822) and NAS 2 (POD: IT001E00202835). There should be no loss of service during these variations nor will the Supplier be entitled to a claim.

The quantities of electricity specified in the attachment J-200000-02, are estimates only. This contract does not constitute an advance purchase of electrical power. The Supplier shall not request any price adjustment should there be a variation in quantity of consumption from the estimated quantities provided in the attachment J-200000-06.

These estimates are based on historical load profiles and are provided to facilitate the Offerors when developing their best price offer.

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

The Supplier has the right to enter into transportation and dispatching contracts for the transmission and distribution of electricity, which the Supplier will invoice without markup, as indicated in Article 4. The Supplier shall provide a copy of the transport bill issued by the Distributor or a copy of the certified spreadsheet reporting the detailed transport costs for all the accounts per Article 12.

For each point of delivery equipped with a meter able to record energy consumption on an hourly basis (time-of-use meter/“misuratore multiorario”), the Supplier shall make the following available to NAVFAC EURAFCENT by the 15th of every month, subject to the data submission from the Distributor, through a secure website using a personal password. The name of the website and link must be provided by the Offeror within five days of award with a username and password. The following data shall by provided by the Offeror:

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.

Article 3. Period of Performance The period of contract performance will be 12 months from the date of award with a 12 month optional period of performance for a total of 24 months.

Article 4. Price of Electrical Power Supply

THE GOVERNMENT IS CONSIDERING USING ONE OF THE FOLLOWING PRICING

MECHANISMS.

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

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

ΔPUN is the transaction fee expressed in €/MWh and equal to ΔPUN = X,XX €/MWh.

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

The above prices do not include taxes and duties.

To this end, it is specified that the unit prices referred to are inclusive of unbalancing charges and are determined with reference to the legislation relating to unbalancing charges in force at the time of drafting of the Contract. In the event of the introduction of changes and / or additions to the aforementioned legislation, what provided for in Art.

10 shall apply.

OR

The unit price of Electrical Power for competitive award is defined by the following formulas:

CLIN 0001 = Transaction Fee + PI; (CLIN 0001 is for line item AF1) CLIN 0002 = Transaction Fee + PI; (CLIN0002 is for line item NV1) CLIN 0003 = Transaction Fee + PI; (CLIN0003 is for line item NV2) Where: CLIN0001, CLIN0002 and CLIN 0003 (Offer Prices) are the awarded offer prices for the three relevant Areas as specified below.

Transaction Fee is the Offer Price component additional to PI; and PI (Index Based Price) is derived from the European Energy Exchange (EEX) index, and calculated per the formula shown in Attachment J-200000-04 tab “PI Table” and described in Article 5;

The Offer must submit a bid for all CLINS. The CLINS will consist of the Transaction Fee per unit (€/MWh) consumed through the entire performance period plus the PI indexed price. Each Transaction Fee will remain fixed throughout the 24 month period of performance. The Transaction Fee may be different for each year. The Offeror must submit their proposed transaction fee for each year in the price proposal for each Time of Use Band (F1, F2, F3, On-Peak and Off-Peak) and each area.

For the offers relevant to a Tri-Band proposal (F1, F2, F3), each CLIN will consist of six (6) transaction fees (three for each of the two annual periods of performance) plus PI, while for the offers relevant to a Two-Band proposal (OnPeak/OffPeak) each CLIN will be made of four (4) transaction fees (two for each period of performance), plus PI. Such CLIN scheme applies to each of the three line items (relevant Area: AF1, NV1 and NV2) and detailed in attachment J-200000-04 “Price Form”. Tri-Band (Trioraria) and Two-Band (Bioraria) time of use are as defined in attachment J-200000-01 “Definitions and Acronyms.”

Transaction Fee (see Attachment J-200000-04, Tab “Price Proposal Sheet”) Index-Based Price, PI (see Attachment J-200000-04, Tab “PI Table”) PI = AVERAGE [AVG (Day 1*: 6 months + 2 quarters of futures) + AVG (Day 2: 6 months + 2 quarters of futures) + AVG (Day 3: 6 months + 2 quarters of futures) + AVG (Day 4: 6 months + 2 quarters of futures) + AVG (Day 5:

6 months + 2 quarters of futures).

For the purpose of price evaluation, this solicitation in attachment J-200000-04 is providing a PI where Day 1 corresponds to October 19, 2020. The PI payable for the first year of performance will be calculated by the US Government, with Day 1 equal to December 14th, of the current year of performance and will be ratified by issuing a contract modification effective prior to the following period of performance start date. The PI payable under this contract shall be subject to an annual adjustment prior to the first anniversary of the contract start date based on the current published index. This modification will be issued by the U.S. Government and will be effective for next period of performance.

In the event-- Any applicable index is discontinued or its method of derivation is altered substantially; or The Contracting Officer determines that an index consistently and substantially fails to reflect market conditions --the parties shall agree upon an appropriate substitute index and the Contracting Officer shall modify the contract to specify use of such substitute index for determining price adjustments hereunder. The contract shall be modified to reflect such substitute index, effective on the date the index specified in the contract begins to consistently and substantially fail to reflect market conditions. Failure to agree on an appropriate substitute or adjustment shall constitute a dispute under the DISPUTES clause of this contract.

OR SOME OTHER METHOD TO BE DETERMINED.

Pass-through regulated components. The components listed in Attachment J-200000-04 tab “Components” illustrate regulated costs per current transportation, distribution, system charges, and metering tariffs and shall be passed through with no markup to the Government. These components shall be transparent on all provided bills for invoicing purposes. The Government requires 30-day advanced notification to the addresses listed in Article 1 when either the components change (added or deleted) and/or the rates in the tariff changes. If the “Rate” column denotes a component as “ARERA RESOLUTION” it is an approved pass through charge. If it is denoted as “not applicable” it is not payable by the Government. Invoices that include charges that are marked as “not applicable” in the “Rate” column will not be paid and rejected by the Government.

Any adjustment to the storage or balancing tariffs, and to any other charge related to service forecast that may occur during the term of this contract, shall not be applied.

The offer prices shall not include grid losses. The vendor’s price shall be inclusive of and all costs. These costs including, among others:

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

costs relevant to the achievement and release of GO certification to cover 7.5% of the total consumed energy;

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

NAVFAC EURAFCENT to purchase transportation rights, production capacity at national level;

costs associated with PCV (“Prezzo Commercializzazione Vendita,” 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.

The Offeror shall not have the right to apply the tariff items specific to the “Tutela and “Salvaguardia.”

No price adjustments shall be provided as a consequence of actual total volumes different from the estimated volumes outlined in Attachment J-200000-06, nor price adjustments related to the weight of the summer consumption.

Article 5. Special Provisions Energy sourced from Russian Federation. Prohibition on Use of Certain Energy Sourced from Inside the Russian Federation.

Definitions. As used in this clause— “Covered military installation” means a military installation in Europe identified by the Department of Defense as a main operating base; and “Furnished energy” means energy furnished to a covered military installation in any form and for any purpose, including heating, cooling, and electricity.

Prohibition. In accordance with section 2821 of the National Defense Authorization Act for Fiscal Year 2020 (Pub.

L. 116-92), the Contractor shall not use in the performance of this contract any energy sourced from inside the Russian Federation as a means of generating the furnished energy for the covered military installation.

Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts and other contractual instruments that are for furnished energy at a covered military installation, including subcontracts and other contractual instruments for commercial items.

The Supplier agrees that NAVFAC EURAFCENT will not pay any of the following:

advanced payment;

security deposit;

bank or other financial guarantee as a condition of providing the services;

meters and access to metering data.

The Supplier will provide access to daily consumption data wherever available from the Distributor, e.g. in case electronic daily meters are already installed and remotely read. When electronic remote metering is not installed, upon request of the Contracting Officer the Supplier will request the Distributor provide a metering system able to measure the billed electrical power consumption remotely and on a daily basis. The Supplier will be responsible for the invoicing of any specific associated charges, either regulated or negotiated, and ensure the credit is received by the Distributor with no markup.

For each point of delivery equipped with a meter unable to record energy consumption on an hourly basis (other than time-of-use meter), the unit price to be charged will be:

In the event that the accepted offer is based on a peak/off peak structure, for the Low Voltage (LV) sites for which hourly data is not available a single rate (monoraria) shall be applied, obtained as the weighted average of per-band prices based on the consumption percentages that are published per each line item in Annex J-200000-06, tab “Area Units for Price Eval”.

In the event that the accepted offer is based on the tri-band structure F1, F2, and F3, for the Low Voltage (LV) sites for which hourly data is not available, the corresponding contract prices shall be applied to each F1, F2, and F3 band monthly consumption.

In case an hourly meter is installed in the course of the performance period, the Supplier 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.

Reserved.

Article 7. Bank Guarantees The Offeror awarded the contract shall submit a Bank Guarantee in accordance with J-200000-05 for the amount determined in J-200000-03 21 calendar days after contract award.

Article 8. Choice Of Law Unless otherwise stated in this contract, Italian law applies to this contract. Among other things, this includes all relevant provisions of the Italian Civil Code regarding the provision of electricity; as well as, all rules and regulations implemented by TERNA, ARERA (formerly AEEGSI) and other governing bodies, for the purposes of electricity regulation.

For the issues not explicitly provided for in the contract NAVFAC EURAFCENT and Supplier agree to accept the provisions contained in the ARERA (former AEEGSI) resolutions and in the Italian Civil Code.

Article 9. Addition and Termination of Services Under this contract NAVFAC EURAFCENT is entitled to request delivery of electricity to additional service points, and termination of services – without a change to the price and other terms and conditions.

Addition under this contract of a connected service point will be carried out upon request of NAVFAC EURAFCENT and will be executed as regulated by ARERA. Charges will be as provided for the regulated market (“Salvaguardia” and “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 NAVFAC EURAFCENT. 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, NAVFAC EURAFCENT and the Supplier 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 Supplier 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 Supplier and NAVFAC EURAFCENT will modify the contract to comply with the requirements within 60 days from one Party’s request to the other Party.

Article 11. Taxes and duties The US Government is exempt from all taxes, including Italian Value Added Tax (IVA). The Supplier agrees to provide all prices, including subcontract prices, exclusive of IVA. The Offeror 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 Supplier shall include the following information on invoices submitted to NAVFAC EURAFCENT:

The contract number.

The IVA tax exemption claimed pursuant to Article 72 of Decree Law 633, dated October 26, 1972.

One of the following fiscal codes, as pertinent:

o Navy: 80156020630 o Air Force: 91000190933

The Supplier may address questions regarding the IVA tax to the Ministry of Finance, IVA Office, Rome, Italy, 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.

NOTE: Receipts, bills and invoices for an amount exceeding € 77.47 issued to U.S./NATO Commands are not exempt from the stamp tax because the related transactions are not subject to VAT. As provided at Art. 4, any costs for due stamps (stamp tax) shall be included in the offer price.

In accordance with these provisions, NAVFAC EURAFCENT declares that it is solely responsible for the charges due for the supplies included in this contract and that these supplies are necessary to perform the institutional mission of the U.S. Armed Forces in execution of the Northern Atlantic Treaty.

With reference to Article 66, comma 21 of Italian Law 427 dated 29 October 1993 addressing the exemption from additional local taxes, this declaration constitutes the attestation that the supplies covered by this contract, including those relating to housing occupied by employees of military bases, are necessary for the performance of the US Government institutional functions.

The contract price includes all applicable pass through charges in effect at contract signing.

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

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 1001 Destination Government Destination Government 1002 Destination Government Destination Government 1003 Destination Government Destination Government

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 01-SEP-2022 TO

31-AUG-2023

N/A NAVFAC EUROPE AFRICA CENTRAL

ALEX H. WINGERT

PSC 817 BOX 51

FPO AE 09622-0051

39-081-568-5517

N33191

0002 POP 01-SEP-2022 TO

31-AUG-2023

N/A (SAME AS PREVIOUS LOCATION)

0003 POP 01-SEP-2022 TO

31-AUG-2023

N/A (SAME AS PREVIOUS LOCATION)

1001 POP 01-SEP-2023 TO

31-AUG-2024

N/A (SAME AS PREVIOUS LOCATION)

1002 POP 01-SEP-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

1003 POP 01-SEP-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

Section G - Contract Administration Data

INVOICING INSTRUCTIONS

Article 12. Invoice and Payment The Supplier may only invoice for charges allowed under the terms and conditions of this contract. In no event the Supplier shall separately invoice amounts that are already included in the offered price, as provided for under Article 4 “Price of Electrical Power Supply.”

Invoices shall be issued on a monthly basis to NAVFAC EURAFCENT by the 20th day of the month following the supply period. The first invoice will be due by October 20th 2022.

In case NAVFAC EURAFCENT detects errors or inaccuracies in the invoices and gives written notice to the Supplier, such invoices will be put on hold until the issue is settled and the amount of the undue charge is credited on the following bill. No charge for late payment will be considered.

In case any undue charge is invoiced by the Supplier and is incorrectly paid by NAVFAC EURAFCENT, 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).

As a general rule, credits due to NAVFAC EURAFCENT will be indicated in the next invoice(s) for consumption and deducted from the total amount due as long as the net amount is a debit. Credits, debts, and invoice whole cancellation (fatture di storno) can likewise be compensated in the next summary invoice report, as long as the net total amount is a debit and after exchange of checks and communications between the supplier and the relevant US Government competent administrative office.

Should this be unfeasible due to contract expiration, the credit claimed by NAVFAC EURAFSWA shall be reimbursed via electronic fund transfer (EFT) or bank transfers to a United States Government (USG) Euro bank account. NAVFAC EURAFCENT will provide an appropriate EFT routing information when required.

The bank transfer shall include all information needed to identify reference invoices and credits.

The Government may not accept stand-alone credit invoices. Credit invoices or notes shall be notified to NAVFAC EURAFCENT in advance. Credits may be accepted and processed only if made part of single or aggregate payments resulting in a debit amount.

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 EFT or bank transfer to a USG Euro bank account.

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

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

In the event the Distributor has not communicated a monthly meter reading on an account, or for any other reason the monthly meter reading at the conclusion of that month is not available, the Supplier shall ensure invoices are issued and received by NAVFAC EURAFCENT by the 20th of the month following the supply month, and estimated on the basis of historical consumption for a similar monthly period. Any and all estimated bills shall be “trued up” on the first billing cycle after the Distributor bill is made available.

Failure to invoice for a period longer than three months of supply, even for a single service, will result in a contract termination for default by the Supplier as per Article 16, unless delays can be justified by reasons that can be proved were beyond the Supplier’s control. The Government shall exercise the requirements under Article 16 Termination for Default and exercise the collection of the Bank Guarantee.

Monthly bills will comply with transparency regulations recommended by ARERA, in particular in the resolution

no. ARG/com 202/09 and subsequent modifications applying also to medium voltage users in the Free Market.

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

In case of delayed payment over the said term, the due amount will be increased by applying the sum of the current Legal Interest rate (tasso di Interesse Legale) and the current Delayed Payment Interest rate (tasso di Interesse Moratorio) established by law. As a reference, the Delayed Payment Interest rate for second semester of 2020 is equal to annual 8% as published on the Gazzetta Ufficiale No. 191 of 31 July 2020.”

NAVFAC EURAFCENT will perform payments only upon receipt of specific invoices, including but not limited to one-time amounts due to the distributor for connection charges. Cost estimates/proposals are not considered substitute to invoices. Official acceptance of a cost proposal and following contract modification, constitute an obligation to pay the accepted amount(s).

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

“The Supplier may submit paper invoices, only if required by Italian or Supplier’s internal regulation, to the following addresses:

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

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

For NSA Naples area (NV1):

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

Capodichino 80144 Napoli o Attn: Luca Guadagnuolo - Nicola Tortorella

For NAS Sigonella area (NV2):

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

o S.P. 69/11- Sigonella, 95121Catania o Attn: Mr Giovanni Di Stefano

The Supplier shall email a pdf version of the invoices to each individual identified at the following addresses:

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

NAVFAC_AF_UT_BILLING@eu.navy.mil For NSA Naples area (NV1):

NAVFAC_NAP_UT_BILLING@eu.navy.mil Invoices shall be grouped per area and sent in a single email. In the case that email and attached file exceeds the size of 5MB, the email shall be divided into multiple emails (clearly labeled “1 of n”, “2 of n”, etc) each one of approximately 5MB or less. No file .zip will be acceptable.

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

In addition to the single bills, per each Area a Summary Invoice sheet printed on letterhead shall be forwarded to the same email addresses in point (ii); such a summary, dated and numbered, shall show the list of invoices issued on the same date, including the relevant amounts, account POD codes, account ID codes, single invoice numbers, billed quantities (metered or estimated) and the total amount at the bottom. Separate summary invoices sheets will be forwarded for those supplies that are referred to domestic use and that are billed on a bi-monthly basis. The Summary Invoice will constitute an official paying document equivalent to a payable invoice. All information shall be as accurate as the ones included in each single invoice. Each Summary Invoice shall be identified with a unique number, to be defined with the Supplier before the start of the period of performance.

Any change or different grouping to a summary invoice can be made in writing by NAVFAC EURAFCENT with adequate advance notice. If such change or different grouping request is made by NAVFAC EURAFCENT, the Supplier will follow this new order.

The Summary Invoice shall include the contract number, the unit price set by the contract, the name, title, phone number, email and mailing address of the person to be notified in the event of a defective invoice or any other clarifications regarding billing. Furthermore a note stating that the list summarizes what was invoiced in the single bills issued per each account and that the total on the bottom corresponds to the sum of the listed amounts separately billed shall be inserted. Such a total amount will be payable as a lump sum making reference to the Summary number.

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

In the case that the invoice file cannot be sent electronically via email in PDF format because of server size limitations or any other serious technical problem, the invoice file may be sent, in electronic format (preferably on a CD or DVD) via courier, express mail or a similar mail service. If alternative method of delivery is used, the Supplier will provide notice to NAVFAC EURAFCENT regarding this alternative method. The alternative method of delivery must ensure that the mailing is made within the working day following the date of the invoice. The date the package is received by the U.S. NAVFAC EURAFCENT will be considered the official receipt date.

Payment of Invoices.

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

For Aviano Base area (AF1):

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

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

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

The Supplier is required to provide NAVFAC EURAFCENT with the information required to make payment via bank transfer. Within 15 working days after award, the Supplier 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 Supplier is required to promptly notify the Contracting Officer of any change affecting the way the payment of invoices must be performed.

Section I - Contract Clauses

ARTICLES

Article 13. 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 year after the work has been finally inspected and accepted by NAVFAC EURAFCENT. 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 Sec. L.

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 14. Protest “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.

“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.

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

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.

If a stop-work order issued under this clause is canceled either before or after a final decision in the protest, the Supplier 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 Supplier's cost properly allocable to, the performance of any part of this contract; and The Supplier 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.

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.

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.

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

If, as the result of the Supplier's intentional or negligent misstatement, misrepresentation, or mis-certification, a protest related to this contract is sustained, and the Government pays costs, the Government may require the Supplier to reimburse the Government the amount of such costs.

In addition to any other remedy available, the Government may collect this debt by offsetting the amount against any payment due the Supplier under any contract between the Supplier and the Government.

Article 15. Termination for Convenience

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

If the Contractor and the Contracting Officer fail to agree on the whole amount to be paid because of the termination of work, the Contracting Officer shall pay the Contractor the amounts determined by the Contracting Officer as follows, but without duplication of any amounts agreed:

The contract price for completed services accepted by the Government not previously paid for, adjusted for any saving of freight and other charges

The total of-o The costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto;

o The cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the contract; and o A sum, as profit determined by the Contracting Officer, to be fair and reasonable; however, if it appears that the Contractor would have sustained a loss on the entire contract had it been completed, the Contracting Officer shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss.

The reasonable costs of settlement of the work terminated, including o Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data;

o The termination and settlement of subcontracts (excluding the amounts of such settlements)

Article 16. Termination for Default The Government may terminate this contract, or any part hereof, for cause in the event of any default by the contractor, or if the contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the contractor for any amount for supplies or services not accepted, and the contractor shall be liable to the Government for any and all rights and remedies provided by law, to pursue excess re-procurement costs in the event of a termination for default. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

Article 17. Failure to Meet Contract Terms In case the Supplier fails to meet some terms of the present contract and NAVFAC EURAFCENT notifies such failure in writing, the Supplier is given 15 working days to resolve the issue or to show evidence of a justified reason for the failure. If the problem persists without justification or resolution by the Supplier, then NAVFAC EURAFCENT shall contact the Italian Government Entity responsible for industry oversight and submit a formal complaint about the Supplier.

Article 18. Force Majeure No Party shall be liable for any failure to perform its obligations when such failure is a result of acts of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), invasion, sovereign act of foreign nations, hostilities, civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, sanctions, blockage, embargo, labor dispute, strike, interruption or failure of electricity due to a third party (TERNA) or legislative provisions which make it impossible to fulfil their obligations.

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

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

Article 19. Contract Administration NAVFAC EURAFCENT has the right to re-assign the partial or total contract administration authority to other 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 Supplier and any person other than the Contracting Officer be effective or binding upon NAVFAC EURAFCENT, unless formalized by proper contractual documents executed by the Contracting Officer prior to completion of this contract.

The authorized representative as indicated hereinafter

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.

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.