N33191-24-R-0006 - Naval Station Rota Electrical Service.pdf

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until local time

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20 - 25 H 26 - 28 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 28

(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

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

3 - 7 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 10 - 11 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

12 - 18

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.

ACQR6016018

5. DATE ISSUED

09 Feb 2024

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N3319124R0006

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Each Electric Supply and Distribution NS Rota

FFP

FOB: Destination

PURCHASE REQUEST NUMBER: ACQR6016018

PSC CD: S112

NET AMT

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

Naval Facilities Engineering Systems Command Europe Africa Central (NAVFAC EURAFCENT) is the United States Government (hereinafter as the “Government”) agent delegated to procure electricity for supply and transmission of electricity and ancillary services to the Spanish Navy Base (Agrupación Base Naval de Rota) located in Rota, Cadiz, Spain. The location in the electrical grid is identified by the NIF/CIF N4001073H, and by CUPS ES0031102555053001GD0F belonging to Endesa Distribución Electrica S.L.U (hereinafter as the “Distributor”), the sole electric distribution company with Spanish government jurisdiction to provide local distribution services in the region.

The estimated amount of energy to be provided is 273,567 MWh (mega-watt hours) over the 36 month term of the contract. The contractor shall furnish all labor, management, supervision, tools, materials, equipment, incidental engineering and transportation, except otherwise specified herein, necessary to provide this electrical supply and perform related services.

The Supplier shall provide services herein over the 36 month period May 1, 2024 – April 30, 2027.

In the event of any inconsistency between the terms of this contract and any of the Supplier’s rules and regulations, the terms of this contract shall control.

Article 1. Communication and Contract Modifications Official written communication between the parties concerning the contract administration and modifications shall be sent with all correspondence attached in .pdf format to the email addresses listed below:

Name Title Email Phone Alex Wingert

Contracting Officer alex.h.wingert.civ@us.navy.mil Comm +39.0815685517 Paul Martha Contract Specialist paul.m.martha.civ@us.navy.mil Comm +39.0815685597 Maurizio Caschera Utilities Procurement Project

Manager maurizio.caschera.ln@us.navy.mil Comm +39.0815687725

Raffaele Castellano Utilities Engineer raffaele.castellano.ln@us.navy.mil Comm +39.0815684277

The Supplier shall ensure that all correspondence addressed to the Government are submitted in English, or both Spanish and English for attachments. In the event of any conflict between a translation in both English and Spanish, the English translation shall prevail.

The primary point of contact for this contract is the Contracting Officer and Contract Specialist. Each modification to the contract shall be performed through the bilateral completion of the Standard Form 30 (SF30) by Government and Supplier. A sample SF30 is provided as Enclosure (5).

The Supplier shall designate at least two (2) technical points of contact (a primary and a deputy) to be responsible for all public relations with the Government. The point of contact shall not be a Call Center and shall provide full and prompt assistance to any issues regarding the supply of electrical power and the contract administration. No later than 10 working days prior to the commencement of the performance period, the Supplier shall notify the Contracting Officer via email the name, email address and telephone numbers of the Supplier’s key representatives for this contract. Should a point of contact be replaced, the Supplier shall provide the new point of contact to the Government within 5 working days of replacement.

The regulation of electricity in Spain, to include supply, transportation and distribution, is governed by the Ministerio de Energía, Turismo y Agenda Digital (Ministry of Industry, Tourism, and Digital Agenda) (MINETAD) which is in charge of the energy policies and regulated electricity rates, and by the Spanish Civil Code. If, during the term of this contract, there is an approved change in the regulatory rates noted in this article for services obtained under this contract, the Supplier agrees to continue to furnish, and the Government agrees to continue to pay for, those Services at the newly approved rates from and after the date such a rate change is made effective. A modification to this contract is not necessary to implement these changes. The contractor shall provide notice of any change in Tariffs as issued by the MINETAD to the Government’s points of contact as identified in Article 1 above.

Article 2. Conditions of the Supply The Supplier shall supply electrical power under this contract on a continuous and non-interrupted basis.

Upon execution of the contract, the Government authorizes and the Supplier agrees to establish on the Government’s behalf the access tariff agreement with the Distributor for current 16 MW of peak demand capacity for all six (6) tariff time periods, under 66 kV tariff category 6.2TD.

The Supplier shall establish the terms of the agreement with transmission operator, the local distributor, or other subjects involved in the supply management; in particular, the Supplier shall be responsible for electricity transmission and distribution contracts for the delivery point in accordance with the MINETAD.

In order to perform maintenance on any equipment and systems of its own property, the Supplier and the Distributor shall have access to the premises serviced at all reasonable times. However, the proper military or other governmental authority may limit or restrict such right of access in any manner considered to be reasonably necessary or advisable. Such limitations or restrictions shall not be to the extent to prohibit the Supplier and Distributor’s ability to render the services and complete any work delivered under this contract.

Metering equipment of standard manufacture supplied by the Distributor hereunder shall be furnished, installed, calibrated and maintained by the Distributor at its expense when deemed untampered.

In the event of service interruptions scheduled by the Distributor for maintenance reasons, the Supplier shall engage with the Distributor to pursue at least seven (7) working days’ advance notice to the Government, informing the Government on time and duration of the power interruption.

The quantity of the electricity consumed under the contract is subject to ordinary variations due to various causes.

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

The Supplier shall not request any revision to prices if, at the completion of the billing month, consumption resulted in lower or higher usage than the Government’s estimate. Likewise, should consumption be other 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 electricity supplied by the Supplier as recorded by the Distributor’s official meters and at the agreed energy prices. Transmission, distribution and ancillary services will be invoiced by the Supplier as detailed in Article 12.

Through the duration of this contract, the Supplier shall make the following available to the Government by the 10th of every month (this is subject to the metering data submission from the Distributor), through a secure website using a password unique to the Government or through email sent to the email addresses listed in Article 1.

monthly summary demand and consumption data for all the calendar months preceding the current month, in the format found in Enclosure (2).

hourly and 15-minute consumption data, reported in table format.

Failure to meet these terms will be governed by the procedure in Article 15.

Unless otherwise agreed to by both Parties, payments will be made via bank transfer through the proper Payment Offices as detailed in Article 12.

Article 3. Period of Performance The contract performance shall begin on May 1, 2024 at 00:00. The contract performance period ends on April 30, 2027 at 24:00.

Article 4. Price of Electrical Power Supply The unit price per mega-watt-hour (MWh) shall include:

All electric energy charges except tariffs, duties and/or regulated pass-through charges.

Price of electricity shall also include:

Costs associated with the application of Directive 2009/29/EC and Orden IET/697/2015.

Cost associated with the application of the Directive 2012/27/UE.

Cost associated to the “constantes horarias de perdidas,” losses hourly coefficient [K] (see Note (*) below) Cost associated with the “Mercados de Compra de Energía y Servicios Complementarios y Restricciones,”

Energy including Ancillary Services.

Costs relevant to holding the necessary authorizations, in accordance with current legislation, to subscribe on behalf of the Government, to purchase transportation rights, production capacity at national level and import of energy from foreign markets.

Cost associated with any deviations from the Government’s Rota CUPS monthly projection to include managerial deviations.

Note (*). Total Losses are composed of two factors.

1. The first is regulated and posted on the Official State Gazette of Spain [Boletin Oficial del Estado, (BOE)].

2. The second, is the losses hourly coefficient [K].

For the purpose of this firm-fixed price (FFP) contract, the losses hourly coefficient [K], is estimated by the Contractor.

The losses hourly coefficient [K] shall be pre-determined at the time of proposal submission and factored into the offer price; therefore maintained constant (“apantallado,” screened) for the whole period of performance.

For billing purposes, the regulated portion shall be included in the pass-through section of the bill and the losses hourly coefficient [K] portion shall be part of the offeror’s quoted firm fixed price.

All regulated distribution tariffs, transmission tariffs, duties (reference article 9), and any regulated pass through charges are as submitted in Enclosure (3), “Regulated Charges Information Form.” Enclosure (3) is signed, stamped, and made part of this contract, and incorporates a declaration stating that “The listed tariff components are not included in the offer price and will be the only regulated tariff items invoiced as pass through charges.” Tariff rates are subject to modification by the MINETAD.

Offer Price shall NOT include the following regulated pass-through tariff items:

“Ajustes del Sistema,” System Adjustments, which includes o Gestion de restricciones técnicas;

o Gestion de Servicios complementarios o Gestion de Desvios, limited to del Sistema

Peajes de Acceso y cargos del sistema eléctrico (Access Tariffs).

Término de Potencia (Power Demand Term) (kW).

Término de Energia (Energy Cost Term) (kWh).

Pérdidas (Losses) as defined under BOE Orden IET/107/2014 (31st January '14) and further modifications.

RFE (Retribucion del Coste de contribucion al fondo Nacional de Eficiencia Energetica Regulado) as defined under Orden TED/296/2023 (27th March '23) and following modifications.

Pago por Capacidad (Capacity Payments).

Retribución del Operador del Mercado (Remuneration of the Market Operator).

Retribución del Operador del Sistema (Remuneration of the System Operator).

Coste del Servicio de Interrumpibilidad (Interruptibility Service Cost).

Alquiler de Medidores (Meter Rental).

Complemento por Consumo de Reactiva (Supplement for Reactive Power Consumption).

Penalizaciones por Excesos de Potencia (Excess Demand Penalty).

Future charges for “Aportación Fondo Nacional para la Sostenibilidad del Sistema Eléctrico,” "FNSSE" Future charges “Reserva estratégica de respuesta rápida para el respaldo de los servicios de ajuste del sistema eléctrico "RESA"

Offer Price shall also NOT include any taxes to which the United States Government is exempt, such as those listed in Article 11.

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 article — “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 Supplier 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 Supplier shall insert the substance of this clause 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.

Other Special Provisions. 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;

Meter charges or access to metering data charges other than the applicable rates as provided by Spanish electrical market regulations.

The Supplier will provide access to daily consumption data wherever available from the Distributor (e.g. electronic daily meters which are already installed and remotely read).

Article 6.

Reserved.

Article 7. Bank or Insurance Guarantee The Awarded Offeror will be required to sign and submit a bank guarantee in the amount of €375,000 within twenty-one (21) working days after contract award. The bank guarantee will be incorporated into the contract via a SF30 modification. The bank guarantee will be valid through October 31, 2027, six (6) 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 Supplier default per Article 16.

Article 8. Choice of Law The Supplier will adhere to the rules and regulations implemented by Ministerio de Energía, Turismo y Agenda Digital (Ministry of Industry, Tourism, and Digital Agenda) (MINETAD), Comisión Nacional de los Mercados y la Competencia (National Commission for Markets and Competition) (CNMC) and other governing bodies, for the purposes of electricity regulation.

The regulation of electricity in Spain, to include supply, transportation and distribution, is governed by the Spanish Civil Code. For the issues not explicitly provided for in the contract, both Parties agree to accept the terms of the Código Civil (Spanish Civil Code).

Article 9. Addition and Termination of Services Under this contract, the Government is entitled to request delivery of electrical power to additional service points, modify/transfer current service points and terminate services – without a change to the award price and other terms and conditions. All additions or termination of services shall be effective through a bilateral contract modification.

Within five (5) working days of the Government’s request to add or terminate services, the Supplier shall provide the Government documentation demonstrating it has completed the requested addition or termination.

Any charges for electrical power service transfer, connection, activation, and termination will be as provided for the regulated market per Spanish applicable resolutions, net of taxes and deposit, with no markup to the Government.

Any variation in the technical conditions of supply, such as electrical power capacity increases, decreases, or other charges, shall be carried out and charged in accordance with Spanish electrical market regulations with no markup to the Government.

The Government and the Supplier shall execute a bilateral contract modification to acknowledge the addition, termination, or change in technical conditions.

The Supplier shall show evidence of timely actions to process requests for electrical 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 five (5) working days from issuance.

Article 10. Changes in 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 the Government will negotiate a modification 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 Supplier represents that the contract price, including subcontract prices, do not include the taxes identified herein, or any other taxes from which the United States Government is exempt.

In accordance with tax relief agreements between the United States Government and the Spanish Government, and because the incumbent agreement arises from the activities of the United States Forces in Spain, the agreement will be exempt from the following excise, luxury, and transaction taxes, or any other taxes from which the United States Government is exempt:

(1) Derechos de Aduana (Customs Duties)

(2) Impuesto de Compensación a la Importación (Compensation Tax on Imports)

(3) Transmisiones Patrimoniales (Property Transfer Tax)

(4) Impuesto Sobre el Lujo (Luxury Tax)

(5) Actos Juridicos Documentados (Legal Official Transactions)

(6) Impuesto sobre el Trafico de Empresas (Business Trade Tax)

(7) Impuesto Especiales de Fabricación (Special Products Tax)

(8) Impuesto Sobre el Petroleo y Derivados (Tax on Petroleum and its By-Products)

(9) Impuesto Sobre el Uso de Telefonia (Telephone Tax)

(10) Impuesto General Sobre la Renta de Sociedades y demas Entidades Juridicas (General Corporation Income

Tax)

(11) Impuesto Industrial (Industrial Tax)

(12) Impuesto de Rentas Sobre el Capital (Capital Gains Tax)

(13) Plus Valia (Increase on Real Property)

(14) Contribución Territorial Urbana (Metropolitan Real Estate Tax)

(15) Contribución Territorial Rustica y Pecuaria (Farmland Real Estate Tax)

(16) Impuestos de la Diputación (Country Service Charges)

(17) Impuestos Municipal y Tasas Parafiscales (Municipal Tax and Charges)

(18) IVA (VAT)

(19) Impuesto sobre electricidad

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

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 01-MAY-2024 TO

30-APR-2027

N/A N/A

FOB: Destination

Section G - Contract Administration Data

INVOICING INSTRUCTIONS

Article 12. Invoices and Payment An invoice must include:

Name and address of the Supplier;

Invoice date and number;

Contract number, line item number Description, quantity, unit of measure, unit price as defined in Article 4, Enclosure (3) charges, and extended total price;

Dates of service

The Supplier may only invoice for charges allowed under the terms and conditions of the contract. All expenses relevant to invoicing, including stamps and mailing costs, shall be the Supplier’s responsibility and shall be included in the awarded price and not separately net charged on a bill. If such costs are broken out and included on any invoice, the costs will not be reimbursable. All invoicing shall be based on metered quantities at the service point.

In the event the Distributor has not performed a meter reading on the account, the Supplier shall invoice on the basis of historic monthly consumption. As an alternative to using historical consumption, the Government may provide self-read consumption records, where available, to the Supplier to report on bills. The Supplier shall adjust and reconcile all estimated or self-read consumption invoices on the first billing cycle after the Distributor communicates the official meter readings for the account to the Supplier.

The resulting debits or credits will be applied to the next invoice produced by the Supplier and must be clearly represented on the invoice.

Where feasible, during months when the Distributor’s information is missing, agreements may be reached between the Government and Supplier to have invoices based on Government readings at no additional cost to either Party.

Invoices shall be issued to the Government by the 20th day of the month following the month when the consumption occurred.

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

In case the Government 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 no late charges or fees for late payment will be assessed by the Supplier.

As a general rule, credits due to the Government will be indicated in the next invoice(s) for consumption and deducted from the total amount due as far as the net amount is a debit. Should this be unfeasible due to contract expiration, the credit claimed by the Government shall be reimbursed via electronic fund transfer (EFT) or bank transfers to an USG Euro bank account. The Government will provide an appropriate IBAN code 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 the Government in advance of issuing. Credits may be accepted and processed only if made part of single or aggregate payments resulting in a debit amount.

Any modifications, amendments, supplements or revisions to Distribution tariffs, transmission tariffs, duties, and to any regulated pass through charges (reference Article 9), shall be notified in writing to the Government, citing the issuing governing body and as soon as published.

Submission and Payment of Invoices

The Supplier shall send a digitally signed email with a pdf version of the invoice attached to the group email address below in addition to the email addresses listed in Article 1:

m-navfac-eac-pwd-rota-ut-billing@us.navy.mil

The official invoice receipt date will be the date the Government receives the email.

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

Commercial Bill Paying Office U.S. Naval Station Rota Attn.: TBD at Contract Award Email:

The Supplier is required to provide the Government with the information necessary to make payment via bank transfer. Within fifteen (15) working days after award, the Supplier shall send a digitally signed e-mail with this information directly to the points of contact shown in Article 1.

The Contracting Officer may determine that another method of payment is appropriate. 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

CONTRACT ARTICLES

Article 13. Joint Ventures Agreement Reserved.

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 goods or services; the cancellation of the solicitation or other request an award or proposed award of the contract; or 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 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 15 and/or 16 of this contract.

If a stop-work order issued under this clause is cancelled, 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 both: (1) 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 (2) the Supplier asserts its right to an adjustment within 30 days after the end of the period of work stoppage; provided that 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 cancelled 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 cancelled 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 certified incorrectly, 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 Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Supplier shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Supplier shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Supplier can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Supplier shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the

Government any right to audit the Supplier’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided

Article 16. Termination for Default The Government may, in writing, terminate this contract, or any part hereof, for cause in the event of any default by the Supplier, or if the Supplier 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 default, the Government shall not be liable to the Supplier for any amount for supplies or services not rendered, and the Supplier shall be liable to the Government for any and all rights and remedies provided by law.

Article 17. Failure to Meet Contract Terms If the Supplier fails to meet one or more terms of the contract, the Supplier shall resolve, or cure, the issue within fifteen (15) working days after notification by the Government unless a different time period is approved by the Government.

Article 18. Force Majeure The Supplier shall not be liable for nonperformance if it is caused by an occurrence beyond the reasonable control of the Supplier and without its fault or negligence. This includes acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Supplier shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

Article 19. Contract Administration The Government has the right to re-assign partial or total contract administration authority from NAVFAC EURAFCENT to other United States Government entities.

The authorized representative as indicated hereinafter, the Contracting Officer’s Representative (COR), will be designated 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 COR does not have the authority to modify the contract or direct additional work by the Supplier.

A Contract Specialist will be designated by the Contracting Officer for administration of the contract. The Contract Specialist should be contacted regarding all matters pertaining to the contract.

In no event, however, will any understanding or contract, 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 the Government, unless formalized by proper contractual documents executed by the Contracting Officer prior to completion of this contract.

Written notice of the above designations will be provided by the Contracting Officer to the Supplier upon the contract award.

Article 20.

Reserved.

Article 21. Gratuities The right of the Supplier to proceed may be terminated, by written notice if the Contracting Officer determines that the Supplier, its agent, or other representatives offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the U.S. Government.

The facts supporting this determination may be reviewed by any court having lawful jurisdiction. If this contract is terminated under paragraph (a) of this article, the US Government is entitled—

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

In addition to any other damages provided by law, to exemplary damages of not less than three nor more than ten times the cost incurred by the Supplier in giving gratuities to the person concerned, as determined by the agency head or designee.

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

Article 22. Covenant Against Contingent Fees The Supplier 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 Supplier 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 Supplier and subject to the Supplier'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 The legal domicile for service of process is the Supplier’s legal place of incorporation. The legal domicile for the U.S Government is defined as by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters of 1965. In the event disputes should arise between the Parties concerning interpretation, performance, validity efficacy and resolution of the contract, the parties agree to solve the dispute as described in Article 25.

Article 24. Inconsistency between English and Spanish language In case of inconsistency or ambiguity between the contract terms expressed in English and Spanish languages, English shall control.

Article 25. Disputes Before the Supplier can bring a legal case against the Government, the Supplier shall attempt to resolve any dispute with the Contracting Officer. If the Supplier and Contracting Officer cannot mutually resolve the dispute, the Supplier shall contact the NAVFAC EURAFCENT Chief of the Contracting Office, who shall act as an ombudsman and aim to resolve any dispute between the parties. The NAVFAC EURAFCENT Chief of the Contracting Officer may appoint a separate ombudsman to assist the parties to resolve the dispute.

In addition, the contractor shall have the right to file a claim with the Contracting Officer. “Claim,” as used in this Article, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a Claim. When submitting any Claim, the Supplier shall provide the following certification: "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 Supplier believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Supplier.”

The Government shall also have the right to file a claim against the Supplier. In this case, the Contracting Officer shall issue a written decision.

The Supplier shall proceed diligently and without interruption 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 final decision of the Contracting Officer.

All disputes under this contract shall be governed exclusively by U.S. federal laws, including the Contract Disputes Act, Title 41 U.S.C. chapter 71.

Article 26. Assignment of Claims

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

(1) Approved in writing by the Contracting Officer;

(2) Permitted by the laws and regulations of the Supplier's country; and

(3) Made in accordance with the laws and regulations of the United States of America.

(b) Any assignment under this contract shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party, except that any such assignment may be made to one party as agent or trustee for two or more parties participating in such financing. On each invoice or voucher submitted for payment under this contract to which any assignment applies, and for which direct payment thereof is to be made to an assignee, the Supplier 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.

Article 27.

Reserved

Article 28. System for Award Management

(a) Definitions. As used in this article—

“Electronic Funds Transfer (EFT)” indicator means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management records for identifying alternative EFT accounts for the same entity.

Registered in the System for Award Management (SAM) means that–

(1) The Offeror has entered all mandatory information , including the unique entity identifier and the EFT indicator, if applicable, the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 into SAM

(2) The Offeror has completed the Core, Assertions, and Representations and Certifications, and Points of

Contact sections of the registration in SAM;

(3) The Government has marked the record "Active.”

“Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) An Offeror is required to be registered in SAM when submitting an offer or quotation, and shall continue to be registered until time of award, during performance, and through final payment of any contract, basic contract, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "Unique Entity Identifier” followed by the unique entity identifier that identifies the Offerors name and address exactly as stated in the offer. The Offeror also shall enter its EFT indicator, if applicable. The unique entity identifier will be used by the Contracting Officer to verify that the Offeror is registered in the SAM.

(c) If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for establishment of the unique entity identifier directly to obtain one. The Offeror should be prepared to provide the following information:

(1) Company legal business name;

(2) Trade style, doing business, or other name by which your entity is commonly recognized;

(3) Company physical street address, city, state , and Zip Code;

(4) Company mailing address, city, state and Zip Code (if separate from physical);

(5) Company telephone number;

(6) Date the company was started;

(7) Number of employees at your location;

(8) Chief executive officer/key manager;

(9) Company headquarters name and address (reporting relationship within your entity)

(d) Processing time should be taken into consideration when registering. Offerors who are not registered in SAM should consider applying for registration immediately upon receipt of this solicitation. See https://ww.sam.gov for information on registration.

(e) Unless exempted by an addendum to this contract, the Supplier is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Supplier is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(f) If a Supplier has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements, the Supplier shall provide the responsible Contracting Officer a minimum of one (1) working day's written notification of its intention to (A) change the name in the SAM database; and (B) agree in writing to the timeline and procedures specified by the Contracting Officer. The Supplier must provide with the notification sufficient documentation to support the legally changed name. If the Supplier fails to comply with the requirements of this clause, and, in the absence of a properly executed novation or change-of- name agreement, the SAM information that shows the Supplier to be other than the Supplier indicated in the contract will be considered to be incorrect information for payment purposes under this contract.

(g) Offerors and Suppliers may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.sam.gov.

Article 29.

Reserved

Article 30. Other Contract Terms and Conditions

Inspection/Acceptance. The Supplier shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or re- performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post- acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

Assignment. The Supplier or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Government-wide commercial purchase card), the Supplier may not assign its rights to receive payment under this contract.

Changes. Changes in the terms and conditions of this contract may be made only by written agreement of both parties.

Patent Indemnity. The Supplier shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Supplier is reasonably notified of such claims and proceedings.

Risk of Loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Supplier and shall pass to the Government upon: Delivery of the supplies to a carrier (if transportation is f.o.b. origin); or Delivery of the supplies to the Government at the destination specified in the contract (if transportation is f.o.b. destination).

Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

Warranty. The Supplier warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

Limitation of Liability. Except as otherwise provided by an express warranty, the Supplier will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

Other compliances. The Supplier shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

Compliance with laws unique to Government contracts. The Supplier agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

Other Compliances. The Supplier shall comply with all local rules and policies in place at the local U.S. Navy installation where services are performed under the contract.

Entire Agreement. This contract constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent that they have related in any way to the subject matter hereof.

Order of Precedence. In the event of any inconsistency between the terms of this contract (including the specifications or statement of work) and any rate schedule, rider, or exhibit incorporated in this contract by reference or…