DRAFT SOLICITATION MODEL.pdf

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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 33

(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 1 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

1 - 3 4 - 6

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

7 - 12 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

14 K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 15 - 17 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 - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

18 - 25

PART II - CO NTRACT 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

19 May 2022

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N3319122R4014

DRAFT

DRAFT SOLICITATION

Section SF 30 - BLOCK 14 CONTINUATION PAGE

PRE-PROPOSAL INQUIRY RESPONSES

PPI 1 Question (ENG): The date of award (end date of validity of the tender) and the method of communication of the outcome of the tender are requested.

PPI 1 Answer (ENG): Award will be made no later than July 22. The successful awardee will be notified via email the same day.

PPI 1 Question (ITA): Si chiede la data di aggiudicazione (data fine validità offerta) e la modalità di comunicazione dell’esito della gara.

PPI 1 Answer (ITA): Il contratto verra’ aggiudicato non oltre il 22 luglio. L’aggiudicatario verra’ notificato lo stesso giorno via email.

PPI 2 Question (ENG): The signature of the offer as it should be, scanned handwritten, digital signature.

PPI 2 Answer (ENG): Signature on offer can be either digital or scanned handwritten.

PPI 2 Question (ITA): La firma dell’offerta come deve essere, autografa scannerizzata, firma digitale.

PPI 2 Answer (ITA): La firma dell’offerta puo’ essere sia autografa scannerizzata sia firma digitale.

PPI 3 Question (ENG): ARTICLE 9 Addition and Termination of Services. You are asked to specify that any sites added can only be with destination "other uses" (so they can not be for home use) PPI 3 Answers (ENG): Only <<other than dwellings uses>> service points shall be added under this contract.

PPI 3 Question (ITA): ARTICLE 9 Addition and Termination of Services. Si chiede di specificare che i siti eventualmente aggiunti possono essere solo con destinazione “altri usi” (quindi non possono essere per uso domestico) PPI 3 Answer (ITA): I siti eventualmente aggiunti sotto questo contratto avranno esclusivamente destinazione <<altri usi>>.

PPI 4 Question (ENG): With reference to access to the measurement data, and for the values relating to the supply period prior to the current month, is it possible to consider the 15th of the month as the date from which the data are to be considered available as non-binding? In addition, is it possible to use the web portal independently for their extraction?

PPI 4 Answer (ENG): As provided in Art. 2, interval data availability is “subject to the metering data submission from the Distributor”. Therefore, the monthly day 15 deadline shall not be binding to the Vendor who will promptly make the data available once submitted by the Distributor. Prompt data publication on the vendor’s web portal fulfills this requirement.

PPI 4 Question (ITA): In riferimento all’accesso ai dati di misura, e per i valori relativi al periodo di fornitura precedente al mese in corso, è possibile considerare non vincolante il 15 del mese come data a partire dalla quale i dati dovranno essere considerati disponibili? Inoltre, è possibile utilizzare in autonomia il portale web per la loro estrazione?

PPI 4 Answer (ITA): Come specificato all’Art. 2, la disponibilita’ dei dati di misura è “soggetta alla pubblicazione dei dati da parte del Distributore”. Pertanto la scadenza del 15 del mese non puo’ considerarsi vincolante per il Fornitore, il quale rendera’ i dati prontamente disponibili una volta pubblicati dal Distributore. La tempestiva pubblicazione di tali dati sul portale web del venditore soddisfa questo requisito.

PPI 5 Question (ENG): Is it possible to agree that any tariff change (system charges, transmission and metering distribution services, dispatching) is transposed directly within the first useful billing cycle following it?

PPI 5 Answer (ENG): Any change to the regulated pass-thru tariff (system charges, transmission and metering distribution services, dispatching) can be applied to the first available bill.

PPI 5 Question (ITA): E’ possibile condividere che qualsiasi modifica tariffaria (oneri di sistema, servizi di distribuzione trasmissione e misura, dispacciamento) sia recepita direttamente all’interno del primo ciclo utile di fatturazione successivo ad essa?

PPI 5 Answer (ITA): Qualsiasi modifica alle tariffe regolate e passanti (oneri di sistema, servizi di distribuzione trasmissione e misura, dispacciamento) puo’ essere recepita all’interno del primo ciclo utile di fatturazione.

PPI 6 Question (ENG): The full billing cycle could end at the end of the month, so can it be considered non-binding that the invoici Il ciclo completo di fatturazione potrebbe concludersi al termine del mese, è possibile pertanto considerare non vincolante che la fatturazione si concluda entro e non oltre il 20° giorno del mese successivo al periodo di fornitura?

PPI 6 Answer (ENG): Article 12 “Invoice and Payment” states that “The Supplier shall issue invoices on a monthly basis, normally no later than the 20th day of the month”. “Normally” means that under unusual and justified circumstances bills may be issued later than the 20th of the month.

PPI 6 Question (ITA): Il ciclo completo di fatturazione potrebbe concludersi al termine del mese, è possibile pertanto considerare non vincolante che la fatturazione si concluda entro e non oltre il 20° giorno del mese successivo al periodo di fornitura?

PPI 6 Answer (ITA): All’ Articolo 12 “Invoice and Payment” si afferma che “Il Fornitore emettera’ le fatture a cadenza mensile, normalmente non oltre il 20mo giorno del mese”. Con “normalmente” si intende che in circostanze insolite e giustificate le fatture possono essere emesse oltre il 20 del mese.

PPI 7 Question (ENG): Is it possible not to agree on the manual sending by the supplier of the summary list of all the area turnovers, considering the possibility of independent extraction of data from the web portal?

PPI 7 Answer (ENG): The “Summary Invoice Sheet” issued by the vendor is required by Article 12 “Invoice and Payment”. Article states that “The Summary Invoice will constitute an official paying document equivalent to a payable invoice”. Following the award of the contract, the possibility of accessing the supplier's portal, the extraction of each “Summary Invoice Sheet” and its completeness will be assessed for compliance with Article 12 provisions.

PPI 7 Question (ITA): E’ possibile non concordare l’invio manuale da parte del fornitore dell’elenco riepilogativo di tutti i fatturati di zona, considerando la possibilità di estrazione in autonomia dei dati dal portale web?

PPI 7 Answer (ITA): Il “Summary Invoice Sheet” prodotto dal fornitore e’ richiesto come da Articolo 12 “Invoice and Payment”, ove si afferma che “L’elenco-fattura riepilogativo costituira’ un documento ufficiale ai fini del pagamento degli importi fatturati”. Successivamente all’aggiudicazione della gara sara’ valutata la possibilita’ dell’accesso al portale del fornitore, dell’estrazione dei dati e valutata la loro completezza secondo quanto richiesto all’articolo 12.

PPI 8 Question (ENG): Is it possible not to consider binding the sending of pdfs by email by the supplier, but to proceed with their extraction directly from the web portal?

PPI 8 Answer (ENG): Invoices shall be issued by the vendor in accordance with solicitation, specifically Articles 11 and 12.

PPI 8 Question (ITA): E’ possibile non considerare vincolante l’invio dei pdf via email da parte del fornitore, ma procedere alla loro estrazione direttamente dal portale web?

PPI 8 Answer (ITA): Le fatture vanno emesse dal venditore in conformità al bando, in particolare gli articoli 11 e 12.

PPI 9 Question (ENG): It is possible to consider exhaustive the presence of the contract number in the pdf PPI 9 Answer (ENG): To make the invoice payable by the US Government, the US Government contract number shall be reported on each invoice sent by email in pdf format and on each “Summary Invoice Sheet.”

PPI 9 Question (ITA): E’ possibile considerare esaustiva la presenza del numero contratto all’interno del pdf PPI 9 Answer (ITA): Per rendere le fatture pagabili dal Governo USA, il numero di contratto del Governo dovra’ essere riportato su ciascuna fattura da inviare tramite email e su ciascun “Summary Invoice Sheet.”

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Each AF1 - Friuli V.G.

FFP

Provide electrical power services for U.S. Air Force bases and facilities in Friuli, Veneto, Lombardy and Puglia regions.

FOB: Destination

PSC CD: S119

NET AMT

0002 Each NV1 - Campania

FFP

Provide electrical power services for U.S. Navy bases and facilities throughout Campania & Lazio Regions.

0003 Each NV2 - Sicily

FFP

Provide electrical power services for U.S. Navy bases and facilities throughout Sicily.

1001 Each OPTION AF1 - Friuli V.G.

FFP

Provide electrical power services for US Air Force bases in Friuli, Veneto, Lombardy and Puglia regions.

1002 Each OPTION NV1 - Campania

FFP

Provide electrical power services for U.S. bases throughout Campania & Lazio Regions.

1003 Each OPTION NV2 - Sicily

FFP

Provide electrical power services for U.S. bases throughout Sicily.

Section C - Descriptions and Specifications

STATEMENT OF WORK

The U.S. Government, hereinafter called “the Government,” “customer,” or “NAVFAC EURAFCENT” hereby solicits a binding offer for the supply of electrical power for the 34 points of delivery listed in Section J, Attachment J-200000-02.

NAVFAC EURAFCENT is the US Government agent delegated to procure electrical power for the supply of certain Department of Defense (DoD) accounts located in Italy, amounting to 34 delivery points, for an estimated total annual (12 months) consumption of 167,405 megawatt-hours (MWh).

Points of service details and estimated electrical power consumption are provided in Section J (Attachment J- 200000-02). Load profiles relevant to each account are provided in Section J (Attachments J-200000-06_NV1, NV2, AF1).

NAVFAC EURAFCENT is soliciting offers for supply and transmission of electrical power 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- 200000-02

AF1 Friuli & Others

Aviano Air Base 14 7 7(*) 0 e-distribuzione AF1-Oth

NV1 Campania & Lazio NSA Naples 11 6 5 0 e-distribuzione

& ACEA

NV1-

nonSicily

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

(*) Number does NOT include 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 during the course of this contract. 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”

This solicitation will result in a contract award to a single provider for electrical power at the “Points of Delivery” (PODs) included in Attachment J-200000-02. These PODs are already connected to the electrical power distribution system and are adequately configured to meet electrical power requirements. Attachment J-200000-02 also includes the list of electrical power service points and identification data for each POD, including ID code, name, address, fiscal code, Meter Class, POD code as well as main power consumption characteristics.

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.

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 Upon award, the Supplier is required to submit a Bank or Insurance Guarantee in the amount specified in J-200000- 03 page 3, for each Line Item that it has been awarded. The Bank or Insurance Guarantee, whose language is provided in J-200000-05, shall be submitted no later than 21 calendar days after contract award and shall be valid through six months after the end of the period of performance.

The Supplier shall establish the terms of contracts with the Transporter, the local Distributor or other subjects involved in the supply management. In particular, he Supplier shall be responsible for electrical power supply, transport, storage and, distribution 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, when possible, will provide any necessary documentation and information instrumental for the Supplier to draw the transportation and distribution 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 supply of electrical power and contract administration. At least one of the points of contact shall have contractual authority to represent the Supplier.

No 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 Point of Contact (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 – Contracting Support Line Viale Porto, Box 51 – Aeroporto Capodichino 80144 - Napoli, Italia

All correspondence from the Supplier to NAVFAC EURAFCENT shall be in both English and Italian. If the Supplier sends registered mail to the above address, the Supplier shall also email a copy of the letter to the NAVFAC EURAFCENT Contracting Officer and POCs.

All emails from the Supplier shall include the relevant Contract Specialist(s). Please note that the U.S. Government cannot send or receive official Italian registered emails (Posta Elettronica Certificata, “PEC”).

All contract modifications must be in writing. Modifications will be prepared on the US Government Standard Form-30 (“SF30”). The Contracting Officer will send the SF30 to the Supplier, and the Supplier shall sign the SF30 and return to the Contracting Officer by email. Only the Contracting Officer has the authority to sign on behalf of the U.S. Government.

Article 2. Conditions of Supply

The contractor shall supply electrical power under this contract on a continuous and non-interruptible basis.

The quantities of electrical power specified in the attachment J-200000-02, are estimates only, and the quantity consumed will vary depending on the actual usage. These estimates are based on historical load profiles and are provided to assist Offerors in developing their best-priced offer. The Supplier shall not be entitled to a price adjustment should there be a variation in quantity of consumption from the estimated quantities provided in the attachments J-200000-06.

For planning, a natural gas fueled Trigeneration Plant at Capodichino, Naples, will begin functioning on or about July, 2022. This will decrease the total estimated annual power consumption at Capodichino, as summarized in attachment J-20000-02. There should be no loss of service during these variations nor will the Supplier be entitled to a claim.

The quantities of electrical power 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 attachments 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 shall enter into transportation and distribution contracts for the transmission and distribution of electrical power. The Supplier will invoice for any transportation and distribution costs without markup, as indicated in Article 4.

The Supplier shall provide NAVFAC EURAFCENT the following information through a secure website:

• A monthly summary of metered data listed by POD and where available, daily consumption, demand and consumption data for all calendar months preceding the current month reported in table/spreadsheet format;

and

• Quarter-hour consumption records for all interval-metered PODs. (Supplier shall obtain interval data records for these meters from the Distributor). The Supplier shall also provide this data for all calendar months preceding the current billing month, from the start of the contract period of performance.

The Supplier shall provide access to the interval metering data available on its secure website by the 15th of every month, subject to the metering data submission from the Distributor. The name of the website, as well as the username, password, and link, must be provided by the Offeror within five days of contract award to ease timely registration to the website by the US Government.

Article 3. Period of Performance

The period of contract performance will be 12 months from the date of the start of service with a 12-month option period of performance for a total of 24 months.

Article 4. Price of Electrical power Supply

Energy unit price.

The monthly energy 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 attachment J-200000-02 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 Day Ahead 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 as awarded.

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 in accordance with the current legislation relating to unbalancing charges. In the event of any changes to the unbalancing legislation, Art. 10 shall apply.

Pass-through regulated components. The components listed in 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 address 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 be rejected by the Government and will not be paid.

The contractor shall not adjust the storage or balancing tariffs or any other charge related to service forecast that may occur during the term of this contract.

The offer prices shall not include grid losses.

The offer prices shall include:

• costs relevant to the achievement and release of green energy (GO) certification to cover 100% of the total consumed energy;

• costs associated with the application of the 2003/87/CE Directive “Emissions Trading” on GHG emissions;

• imbalance costs and any other dispatch costs related to scheduling of deliveries;

• costs relevant to holding the necessary authorizations, in accordance with current legislation, on behalf of the NAVFAC EURAFCENT to purchase transportation rights, production capacity at national level;

• costs associated with PCV (Marketing and Selling Price) as defined in the resolution ARERA no. 349/07 “TIV” and subsequent modifications;

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

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 J-200000-02, 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 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 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.

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 ARERA.

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 Guarantees

Within 21 days after contract award, the Supplier shall submit a Bank/Insurance Guarantee in accordance with J- 200000-05 for the amount determined in J-200000-03 Form D, page 3. Insurance guarantee shall be issued by a company registered under the “Istituto per la Vigilanza sulle Assicurazioni” (IVASS) of the Bank of Italy (Banca di Italia).

Article 8. Choice of Law

Unless otherwise stated in this contract, Italian law applies to the distribution and supply of electrical power under this contract.

Article 9. Addition and Termination of Services

Under this contract, NAVFAC EURAFCENT 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 5 days of NAVFAC EURAFCENT’s request to add or terminate services, the Supplier shall provide NAVFAC EURAFCENT 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 ARERA 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 ARERA regulations with no markup to the Government.

NAVFAC EURAFCENT and the Supplier shall execute a bilateral contract modification to acknowledge the addition, termination, or change in technical conditions, and provide an updated Attachment J-200000-02 “Delivery Point Details & Estimated Consumption, which is an integral part of this contract.

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 5 working days from issuance.

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

If any future change in ARERA regulations affects the terms of this contract, the Supplier shall request that NAVFAC EURAFCENT modify the contract.

Article 11. Taxes and duties

The US Government is exempt from all taxes, including Italian Value Added Tax (IVA), as well as any duty, stamps, or other form of taxation. The Supplier agrees to provide all prices, including subcontract prices, without IVA or any other tax for which the Government is exempt. The services under this contract are for the benefit of the United States Government in its sovereign capacity.

For invoicing purposes, the Supplier shall include the following information on all invoices submitted to NAVFAC

EURAFCENT:

• The contract number;

• The IVA tax exemption claimed pursuant to Decree Law (DL) 633/72, Art. 72, dated October 26, 1972;

and

• One of the following fiscal codes, as applicable:

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, phone +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: The US Government is exempt from stamp tax. Receipts, bills and invoices issued to U.S./NATO Commands may not always be exempt from the stamp tax. As provided at Art. 4, any costs for due stamps (stamp tax) shall be included in the Offerors 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 mission of the U.S.

Armed Forces.

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 to perform the mission of the U.S.

Armed Forces.

The Supplier shall reduce the contract price if it receives a refund from any tax authority for the services provided under this contract. 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 or duty tax, that would otherwise have been payable on the transactions or property covered by this contract that 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 which took 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)

N33191 DRAFT

Section G - Contract Administration Data

INVOICING INSTRUCTIONS

Article 12. Invoice and Payment

The Supplier shall issue invoices on a monthly basis, normally no later than the 20th day of the month following the supply period. At the same time it issues the invoices, the Supplier shall also provide a copy of the transport bill issued by the Distributor if available or, alternatively, a copy of the spreadsheet reporting the detailed transport costs for all the accounts.

All invoices shall be based on metered quantities at the service point for each account. The Supplier may only invoice for charges allowed under the terms and conditions of this contract. In no event shall the Supplier separately invoice amounts that are already included in the offered price, as provided for under Article 4 “Price of Electrical power Supply.”

All invoices shall comply with ARERA’s transparency regulations, including ARG/com 202/09 and subsequent modifications as applied to electrical power users in the Free Market.

If the Distributor has not provided the Supplier a monthly meter reading on an account, the Supplier shall issue invoices with estimates based on historical consumption. The Supplier shall adjust all estimated invoices on the first billing cycle after the Distributor bill provides the mater reading for the account.

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 will be credited on the following bill. In the event of errors in billing, NAVFAC EURAFCENT will not be liable for a late payment or additional charges.

In case it is determined any charge invoiced by the Supplier is incorrectly billed to NAVFAC EURAFCENT, the Supplier shall credit the excess amount on the relevant account.

Credits due to NAVFAC EURAFCENT will be indicated in the next invoice(s). Credits, debts, and invoice whole cancellation (fatture di storno) may 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 office.

If there is a credit after contract expiration, the Supplier shall reimburse NAVFAC EURAFCENT 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 cannot accept stand-alone credit invoices. The Government can only accept credit invoices if in a debit amount. The Supplier shall notify NAVFAC EURAFCENT in advance if it intends to issue a credit invoice.

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

The Government will normally pay invoices within 45 calendar days receipt through e-mail of a complete and proper invoice to the office designated whose email addresses are provided below.

Within 15 working days after contract award, the Supplier shall provide NAVFAC EURAFCENT with the information required to pay invoices via bank transfer. The Supplier shall email this information directly to the emails below and the Contracting Officer.

The Contracting Officer may determine that another method of payment besides bank transfer is appropriate for one or more areas of supply. The Contracting Officer will notify the Supplier as appropriate.

The Supplier shall promptly notify the Contracting Officer of any change affecting the payment of invoices.

If the Government payment is delayed beyond 45 days after receipt of the invoice, the invoiced amount will be increased by applying the current Legal Interest rate (Tasso di Interesse Legale and/or Tasso di Interesse Moratorio) established by law. The interest rate will be as published in the Gazzetta Ufficiale.

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 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, 95121 Catania o Attn: Mr. Antonino Piluso

The Supplier shall email a pdf of all invoices to the following email addresses:

For accounts in Aviano area (AF1-Oth):

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

• NAVFAC_NAP_UT_BILLING@eu.navy.mil For NAS Sigonella area (NV2):

• NAVFAC_SIG_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.

The Supplier shall provide a Summary Invoice Sheet, per area, on letterhead. The summary shall be dated and numbered and shall show an accurate 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. In addition, 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 Supplier point-of-contact in the event of a defective invoice or any other clarifications regarding the invoices. 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 by the Supplier before the start of the period of performance.

For each Area (AF1, NV1 and NV2), at any billing cycle, the Supplier shall provide a summary list of all invoiced area accounts. Each summary list shall be designated with an own serial number, and for each account, it shall list at a minimum: account POD code, Fiscal Code, Location, consumption period, consumption, if consumption is actual metered (Y/N), amount billed, and a total amount of all invoiced bills included in the summary list. The Government will provide a template of the summary list upon contract award. Such a total amount will be payable as a lump sum making reference to the summary serial number.

If 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 on a CD or DVD via courier, express mail or a similar mail service. If this alternative method of delivery is used, the Supplier will provide email notice to NAVFAC EURAFCENT regarding this alternative method. The alternative method of delivery must ensure mailing is made within the following workday of the invoice date. The date the package is received by the U.S. NAVFAC EURAFCENT will be considered the official receipt date. It is the Suppliers responsibility to send an email and receive confirmation that the invoice was received by NAVFAC EURAFCENT.

Section I - Contract Clauses

ARTICLES

Article 13. Joint Venture Agreements

Joint Ventures (JV) in possession of the proper legal authority can participate in this solicitation. JV Offerors proposals shall include a notarized Joint Venture Agreement that establishes the JV. The Joint Venture Agreement shall include, at a minimum, the documents listed in Sec. L. 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 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 JV members. The Bank Guarantee MUST be in the name of the joint venture or 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 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—

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 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 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, including pursuing excess re-procurement costs. 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

If the Supplier fails to meet one or more terms of the contract, the Supplier shall resolve the issue within 15 working days after notification by the Government.

Article 18. Force Majeure

The Contractor shall not be liable for nonperformance if it is caused by an occurrence beyond the reasonable control of the Contractor 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 Contractor 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

NAVFAC EURAFCENT has the right to re-assign the partial or total contract administration authority to other Government entities.

The authorized representative as indicated hereinafter, the Contracting Officer’s Representative (COR), will be designated for 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 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 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.

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…