N33191-25-R-0014 Amendment 0001.pdf

ACQR6108182

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA

FAR (48 CFR) 53.243

The purpose of this amendment is to:

- Respond to pre-proposal inquiries.

- Correct a typo in Section M, Technical Factor 2.

- Revise dates in attachment J-200000-05.

- Revise Article 9.

- Move Article 12 from Section G to Section I.

All other provisions and articles are unchanged. The proposal due date and time are unchanged.

1. CONTRACT ID CODE PAGE OF PAGES

J 1 22

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

16C. DATE SIGNED

BY 23-May-2025

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street , County, State and Zip Code) X N3319125R0014

X 9B. DATED (SEE ITEM 11)

08-May-2025

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer is extended, X is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning 1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

23-May-2025

CODE

NAVFAC EUROPE AFRICA CENTRAL

PSC 817 BOX 51

FPO AE 09622-0051

N33191 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

N3319125R0014

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been added by full text:

PPI AND RESPONSES

Pre-Proposal Inquiries (PPI) Government's Response

With reference to clause 252.225-7966 reported in document N33191-25-R-0014 section CLAUSES INCORPORATED BY REFERENCE page 23, we inform you that we do not have voluntary commercial relationships with the indicated counterparties.

However, for natural gas, we procure through the PSV virtual hub, so at the moment the origins cannot be certified. We specify that this element is a system characteristic for which it is common to all Economic Operators and is not exclusive to our Company. We ask if this element is a cause for exclusion from participation.

Procuring Natural Gas through the PSV virtual hub is not considered as a voluntary commercial relationship as referred into 252.225-7966 and 252.225-7967, therefore it is not considered a cause for exclusion from participation.

With reference to art. 3 "PERIOD OF PERFORMANCE" and art. 20 "OPTION TO EXTEND THE TERM OF THE CONTRACT" of document N33191-25-R-0014, we inform you that the communication containing the extension option by the Customer is binding for us. We also communicate that the 30 days indicated in art. 20 are not sufficient to comply with the timeframes established by current legislation to manage any Passive Switch communications. Therefore, in order to manage the extension, we need to receive the aforementioned communication from you by 05/31/2026. Otherwise, we cannot extend due to the aforementioned regulatory constraints.

The execution of the additional 12 months Optional period will be communicated to Awardee with reasonable advance and compliant with the timeframes established by current standards to “manage any Passive Switch communications”.

With reference to letter C "SUBMITTAL

REQUIREMENTS FOR EACH FACTOR AND BASIS

FOR EVALUATION" - Technical Factor 1: Cover Letter, SF 33, and various documentation on page 29, we ask if it is sufficient to present the document called "Visura Camerale" instead of the "Certificato di Iscrizione alla Camera di Commercio".

Per letter C, Technical Factor 1, letter a)

"SUBMITTAL REQUIREMENTS FOR EACH

FACTOR AND BASIS FOR EVALUATION". A

“Visura Camerale” is not sufficient. We confirm that “A “Certificato di Iscrizione alla Camera di Commercio” (applicable to Italian Offerors), unexpired and not older than SIX (6) months at the date of proposal submission of the Chamber of Commerce Certificate of Membership (Certificato di Iscrizione alla Camera di Commercio)” is specifically required.

4 With reference to what is provided for in document J- The J-200000-03 requires a single signature for

200000-03-N33191-25-R-0014-Form+D-DRAFT sheet "Bank Guarantees acknowledgment", we ask if it is possible to issue a single guarantee for the total amount of the lots (Line Item) we intend to participate in.

the acknowledgement of the Bank Guarantee amounts of all CLINS. Bank Guarantee is only required upon Award, and a single bank guarantee is acceptable for only the awarded Line Items.

With reference to the art. 9 "ADDITION AND

TERMINATION OF SERVICES / CONTRACT

MODIFICATIONS" we ask you the quantification (in terms of number of pdr and volumes) of any requests relating to new users and terminations foreseen in the period of contractual validity

No additions or reductions in the number of points of re-delivery (PDR) are currently foreseen.

Historically, no more than a couple of natural gas additions or reductions have occurred annually.

An increase in natural gas volumes is only estimated for PDR # 2660000471265 as shown in Annex J-200000-06 TAB “USN-OTH Sicily” for an ongoing natural gas capacity increase request.

No further significant increase in Natural Gas volumes are expected. If any, it may cause a minimal deviation from the total historical load volumes provided with this solicitation.

With reference to art. 11 "TAXES AND DUTIES" and art. 12 "INVOICE AND PAYMENT", we ask whether the reference contract number must be mandatory information reported in the invoices issued for the purpose of their payment and, if so, always for the purpose of paying the invoices, whether it is possible to consider the presence of the contract number within the pdf and not in the .xml flow as exhaustive.

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 is not necessary on the electronic invoice in the .xml flow. Note that the US Government contract number shall also be reported on the "Summary Invoice Sheet" that is required for domestic use PDRs only and that will be used as the official reference document for payments.

With reference to art. 2. "CONDITIONS OF SUPPLY", we ask whether for access to the measurement data, and for the values relating to the supply period prior to the current month, it is possible to consider the 15th of the month as non-binding as the date from which the data must be considered available. Furthermore, is it possible that you use the web portal independently for their extraction?

As provided in Art. 2, interval data availability is “...subject to the metering data submission from the Distributor. 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”.

Is it possible to agree that any tariff change is transposed directly within the first useful billing cycle following it?

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

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?

Per Art. 12 of solicitation, a Summary Invoice Sheet is only required for the housing Units, domestic account PDRs of the US Navy NSA Naples area (NV1). There is no requirement to have the sender provide any other summary Invoice Sheet for other than dwellings units.

Is it possible to consider the sending of PDFs via email by the supplier as non-binding, but to proceed with their extraction directly from the web portal?

Sending of PDFs via email is binding. Invoices shall be issued by the vendor in accordance with solicitation, specifically Articles 11 and 12.

With reference to the requested "Cover letter" document, we ask whether the "signature of the person authorized to sign the proposal" shall be expressly affixed in an autograph manner to the same document or whether it is sufficient to attach the signatory's identity document from which it can be seen the handwritten signature.

The signature of the person authorized to sign the proposal shall be on the Cover Letter, either in an autograph manner or electronically. Attaching the signatory's identity document is not acceptable in replacement of the signature on the cover letter.

With reference to the provisions of document N33191-25- R-0014 art. 11 TAXES AND DUTIES, we inform you that in order to obtain the requested tax exemptions it is necessary to fill out a specific form to be returned signed and that it will not be possible to apply these exemptions with retroactive effect.

The US Government will address all tax exemption requirements upon award of the contract with the successful Offeror. Any submittals will be in accordance with local and international laws and regulations.

"With reference to the provisions of document N33191- 25-R-0014 art. 4 “PRICE OF NATURAL GAS SUPPLY” we ask whether the participation in the Contract Line Item USN-Hsg (Housing Units-HSG) is also permitted with an offer that includes a PCS equal to 38520 kJ/Smc compared to the 38100 kJ/Smc indicated in the tender notice."

For the purpose of fair evaluation of all economic offers, all offer prices shall refer to a PCS equal to 38100 kJ/Smc as provided in the solicitation. For invoicing purposes, the awarded offeror shall correct the invoiced price by taking into account any PCS different from 38100 kJ/Smc he may have to refer to, in order to align the €/kJ cost of energy to the offer awarded price.

"With reference to the provisions of document N33191- 25-R-0014 art. 4 ""PRICE OF NATURAL GAS SUPPLY"" we ask whether the participation in the Contract Line

Item USN-Hsg (Housing Units-HSG) is permitted even with an offer that includes the QVD component not included in the sales price/raw material (materia prima)."

For the participation in the Contract Line Item USN-Hsg (Housing Units-HSG) it is not permitted to submit an offer that has the QVD component not included in the sales price/raw material (materia prima).

With reference to the provisions of document N33191- 25-R-0014 art. 9 "ADDITION AND TERMINATION OF SERVICES / CONTRACT MODIFICATIONS", we request the availability of data relating to the Daily Capacity (Capacità Giornaliera) of the individual pdr subject to the tender.

Art. 9 last sentence is modified as follows:

“Within 5 days from action completion, the Supplier shall provide NAVFAC EURAFCENT with documentation demonstrating it has completed the requested addition or termination of service.” The data relating to the Daily Capacity (Capacità Giornaliera, CG) are currently not available. The CG data for the PDRs other than housing units will be communicated to the successful Offeror upon award of the contract.

With reference to the provisions of document N33191- 25-R-0014 art. 12 “INVOICE AND PAYMENT” we ask whether the issuing of invoices for the housing/Domestic Units, on a bimonthly basis rather than monthly constitutes an element of exclusion from participation in the tender.

For Domestic or Housing points of re-delivery (PDRs) the bimonthly invoices are acceptable.

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

The following have been modified:

PERFORMANCE WORK STATEMENT

The U.S. Government, hereinafter called “the Government,” “customer,” or “NAVFAC EURAFCENT” hereby solicits a binding offer for the supply of natural gas for the 396 points of delivery listed in Section J, Attachment J- 200000-02.

NAVFAC EURAFCENT is the US Government agent delegated to procure natural gas for the supply of certain Department of Defense (DoD) accounts located in Italy, amounting to 396 points of natural gas service (PDRs), for an estimated total annual (12 months) consumption of 13,179,951 Standard Cubic Meters (Sm3).

Points of service details are provided in Section J (Attachment J-200000-02). If any data in J-200000-02 differ from the corresponding information in the Sistema Informativo Integrato (SII), data of SII shall prevail. Historical load profiles and estimated natural gas consumption relevant to each account are provided in Section J (Attachment J- 200000-06).

NAVFAC EURAFCENT is soliciting offers for supply and transmission of natural gas and ancillary services for the following relevant Areas:

Table 1. Select DoD Accounts Contract Line Item [CLIN]

Relevant Area Units Type Accounts / PDRs

Ref. Sheet

J-200000-02 TAB

Sm3/yr estimated

USAF-Oth Friuli V.G. Other Than Dwellings 9 USAF-Oth 3,655,132

USN-Oth Campania

Other Than Dwellings 16 USN-Oth Campania 6,032,704

Sicilia 1 USN-Oth Sicilia 1,631,593

USN-Hsg Campania

Housing / Domestic 368 USN-Hsg Campania 1,498,762

Sicilia 2 USN-Hsg Sicilia 361,760

This solicitation will result in a contract award to a single natural gas provider for all “Punti di Riconsegna” (PDRs) included in Attachment J-200000-02, or in two contract awards - respectively one to the awarded provider for the “Housing Units-HSG” and one to the awarded provider for the “Other than dwellings Units-OTH”.

The Instructions, Conditions and Notices to Bidders and the Evaluation Factors for Award are provided in detail under Sections L and M of this Solicitation. The “Housing Units-HSG” and “Other than Dwellings Units- OTH” PDRs are subject to two separate price offers and might be separately awarded to two best Offerors.

All PDRs are already connected to the natural gas distribution system and are adequately configured to meet natural gas requirements. Attachment J-200000-02 also includes the list of natural gas service points and identification data for each PDR, including ID code, name, address, fiscal code, Meter Class, PDR code, as well as main NGas consumption characteristics.

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 Contract Line Item Number awarded. The Bank or Insurance Guarantee (format and content 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 be responsible for natural gas 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) and the performance work statement under this solicitation. The Supplier is separately responsible for establishing the terms of contracts with any Transporter(s), local Distributor(s), or other subjects involved in the supply management.

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 (POCs), (a lead and a deputy), to be responsible for all communication with NAVFAC EURAFCENT who shall provide full and prompt assistance for any issues regarding the supply of natural gas and contract administration. The POCs shall not be a Call Center. At least one of the POCs shall have contractual authority to represent the Supplier.

The Supplier shall notify NAVFAC EURAFCENT via email of the names, email addresses and telephone numbers of the POCs for the Supplier no later than 10 working days prior to the date the contract becomes effective. Should a POC be replaced the Supplier shall provide updated contact information to NAVFAC EURAFCENT within 5 working days.

ARTICLE 1. COMMUNICATIONS

Official written communications 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 letter to the NAVFAC EURAFCENT Contracting Officer and POCs:

Contracting Officer: Alex Wingert, alex.h.wingert.civ@us.navy.mil Contract Specialist: Paul Martha, paul.m.martha.civ@us.navy.mil

The Government will promptly communicate to the Supplier any future change in names and emails. 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”).

ARTICLE 2. CONDITIONS OF SUPPLY

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

The Supplier will fill all actual natural gas requirements of the designated Government activities during the specified contract period. The quantity consumed will vary depending on the actual usage. Please note that the quantities of natural gas specified in the attachments J-200000-02 and J-200000-06 are historical consumption records. These quantities are not binding and the Supplier shall not be entitled to a price adjustment should there be a variation in quantity of consumption from the quantities provided in the attachments J-200000-02 and -06. These quantities are based on historical load profiles and are provided to assist Offerors in developing their best-priced 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 natural gas. 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 PDR and where available, daily consumption, demand and consumption data for all calendar months preceding the current month reported in table/spreadsheet format;

and

• Daily consumption records for all metered PDRs whose class is higher than G10. (Supplier shall obtain daily consumption 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 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. 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 NATURAL GAS SUPPLY

The monthly unit price Pgasm expressed in [€/Sm3] (euro per standard cubic meter) will be applied to the natural gas withdrawn in each month “m” by the Customer at each gas delivery point (PDR) referred to in attachment J- 200000-02. The unit price will be calculated monthly using the following formula:

Pgasm = PSV DAm [€/Sm3] + TF [€/Sm3]

• PSV DAm is the arithmetic average value in the month “m” of the daily index PSV DA.

• PSV DA is defined as the average of the Bid and Offer prices of the daily quotations of the reference month of the "PSV Price Assessment - Day Ahead" (or "PSV Price Assessment - Weekend" for each non-working day) published by European Spot Gas Markets, in the ICIS Heren Report written by ICIS Heren. Prices in € / MWh shall be multiplied times the coefficient c = 0.0105833 to convert into €/Sm3. Coefficient “c” refers to a gas having, under standard conditions, a High Heating Value, hereinafter “Potere Calorifico Superiore (PCS)” equal to 38100 kJ/Sm3.

The above "PSV DAm" price is adjusted monthly in proportion to the local PCS in the withdrawal month as communicated by the gas distributor/grid operator (monthly coefficient P). In the absence of the PCS value of the month of collection, the last PCS value available will be used, subject to adjustment.

TF is here defined as the Transaction Fee and is expressed in [€/Sm3] preferably to four (4) decimals TF = ± X.XXXX [€/Sm3] Transaction Fee (TF) is the supply and marketing management fee that constitutes the key pricing element for award. In addition to corporate overhead and profit, TF shall include the following costs not to be invoiced separate from TF:

• Costs associated with QVD (Quota Vendita Dettaglio) or “Componenti di commercializzazione” (marketing components) both fixed and variable;

• Management and switching of supplies;

• Any (Extra)-Costs associated to storage or balancing, and to any other charge related to service forecast that may occur during the term of this contract and not otherwise covered by ARERA tariff ;

• Invoicing of the amounts, including stamp costs and registered mailing costs for any purpose;

• Management of personal data;

• Data management (support website for downloading supply data and invoices);

• Customer care; and

• Any other items related to the management of the supply.

Pass-through regulated components. The components listed in Attachment J-200000-04 tab “Components” illustrate regulated costs per current transportation, distribution, system charges, and metering tariffs and shall be passed through with no markup to the Government. These components shall be transparent on all provided bills for invoicing purposes. If the “Rate” column denotes a component as “ARERA RESOLUTION”, it is an approved pass through charge. If it is denoted as “not applicable”, it is not payable by the Government. Invoices that include charges that are marked as “not applicable” in the “Rate” column will not be paid and will be rejected by the Government.

The Offeror shall not have the right to apply the tariff items specific to the “Tutela” and “Salvaguardia”. Unless in case of any future modification to a “fixing pricing” mechanism in accordance with the following paragraph, no price adjustments shall be provided as a consequence of actual total volumes different from the historical/estimated volumes outlined in Attachment J-200000-06, nor price adjustments related to the weight of the summer consumption.

Fixing pricing.

For this solicitation, price is NOT determined on “fixing” basis. If in the best interest of the USG, during the course of the contract the USG Contracting Officer and the awarded supplier will be open at considering a “fixing” pricing mechanism in substitution of the PSVm index method of pricing. Any fixing pricing will be adopted under conditions to be eventually defined and negotiated with the awarded supplier, and which shall be subject to a specific contractual modification.

SECTION G - CONTRACT ADMINISTRATION DATA

The following have been deleted:

INVOICING INSTRUCTIONS

SECTION H - SPECIAL CONTRACT REQUIREMENTS

SPECIAL CONTRACT REQUIREMENTS

ARTICLE 5. SPECIAL PROVISIONS

The Supplier agrees that Customer 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;

• Duties, Italian Value Added (IVA) tax, stamp tax or any other tax for which the U.S. Government is exempt.

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 to NAVFAC EURAFCENT a Bank/Insurance Guarantee in accordance with J- 200000-05 for the amounts determined in J-200000-03 Form D, page 3, for the awarded CLINs (Contract Line Items). 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). The bank guarantee will be incorporated into the contract via a SF30 modification. The bank guarantee will be valid through 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 until all supplier’s contractual duties are fulfilled and any and all credits are reimbursed to the USG. 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 the Italian Regulation Authority of Energy Grids and Environment ARERA (Autorità di Regolazione per Energia Reti e Ambiente), and other Italian governing bodies as applicable, for the purposes of natural gas regulation. The regulation of natural gas in Italy, to include supply, transportation and distribution, is governed by the Italian Civil Code. Italian law applies to the distribution and supply of natural gas under this contract.

ARTICLE 9. ADDITION AND TERMINATION OF SERVICES / CONTRACT MODIFICATIONS

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

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.

Under this contract, NAVFAC EURAFCENT is entitled to request delivery of natural gas 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 gas 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 natural gas 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 natural gas 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 days from action completion, the Supplier shall provide NAVFAC EURAFCENT with documentation demonstrating it has completed the requested addition or termination of service.

ARTICLE 10. CHANGE IN RATES OR TERMS AND CONDITIONS FOR REGULATED SERVICES

In the event that rules and regulations issued and enforced by regulatory bodies should affect the supply contract terms, the Supplier and 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 US Government is exempt from all taxes, including Italian Value Added Tax or Imposta Valore Aggiunto (IVA), as well as any duty, stamps, or other form of taxation, as per Law N.427/93 art.66, D.Lgs. 504/95 art.17 and D.Lgs. N.26/07 art.52. 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.

In addition to the IVA tax, purchases by the United States Forces in Italy are exempt from the following taxes:

(1) Imposta di Fabbricazione (Production Tax for Petroleum Products).

(2) Imposta di Consumo (Consumption Tax for Electrical Power).

(3) Dazi Doganali (Customs Duties).

(4) Tassa di Sbarco e d’Imbarco sulle Merci Transportate per Via Aerea e per Via Maritima (Port Fees).

(5) Tassa de Circolazione sui Veicoli (Vehicle Circulation Tax).

(6) Imposta di Registro (Registration Tax).

(7) Imposta di Bollo (Stamp Tax).

NOTE: Although the US Government is exempt from stamp tax, receipts, bills and invoices issued to joint U.S./NATO Commands may not always be exempt from the stamp tax. As provided at Art. 4, any costs for stamp tax shall be included in the Offeror’s price or discounted on bills only when applicable.

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

EURAFCENT:

• The contract number will be determined at a later date;

• 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 tax exemptions to the Ministry of Finance, IVA Office, Rome, Italy, phone +39 06 520741.

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 fees/tariff 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 I - CONTRACT CLAUSES

CONTRACT ARTICLES

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. “Normally” means that under unusual and justified circumstances bills may be issued later than the 20th of the month. 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.

To make the invoices payable by the US Government, the US Government contract number shall be reported on each invoice sent by email in pdf format.

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 Natural Gas Supply.”

All invoices shall comply with ARERA’s transparency regulations, including ARG/com 202/09 and subsequent modifications as applied to natural gas 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 of same month, or on the data recorded and provided by US Government shadow/mirror metering or consumption tracking systems. The Supplier shall adjust all estimated invoices on the first billing cycle after the Distributor provides its official meter reading for the account.

In case the Distributor provides meter data in excess of plus or minus 5% (five percent) from the data recorded by the US Government metering system, NAVFAC EURAFCENT will have the right to withdraw the corresponding incorrect charge from the Supplier’s invoice total amount upon prompt notification to the Supplier. NAVFAC EURAFCENT will request and obtain that the Distributor officially verify and correct the data and the amount charged to be settled on the first bill following such successful verification.

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 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 accounted for in the next invoice(s), and the Supplier shall cooperate with NAVFAC in maintaining and managing a detailed record of any overpayments in order to ensure a fast recovery of all credits.

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.

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

For accounts in Aviano area (AF1-Oth):

m-navfac-eac-af-aviano-ut-billing@us.navy.mil For NSA Naples area (NV1):

m-navfac-eac-pwd-naples-ut-billing@us.navy.mil For NAS Sigonella area (NV2):

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

Invoices shall be grouped per area and sent in a single email for each area. 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 since it will not be deliverable to and will be rejected by the USG emailing system firewalls.

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

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.

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

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

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

For NSA Naples area (NV1) for both other than dwellings and housing Units:

U.S. Naval Support Activity Naples

Public Works Department - Utility Branch BLDG 407 1st floor. Viale Porto, Box 22, Aeroporto di Capodichino 80144 Napoli Attn: Luca Guadagnuolo - Nicola Tortorella

For NAS Sigonella area (NV2) for both other than dwellings and housing Units:

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

S.P. 69/11- Sigonella, 95121 Catania Attn: Mr. Antonio Bocchieri

For the housing Units, domestic account PDRs of the US Navy NSA Naples area (NV1) only, the Supplier shall provide a Summary Invoice Sheet, on letterhead or official corporate logo, in PDF and EXCEL format and sent via email as well as the individual account bills in PDF. 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 PDR 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 assigned by the Supplier and its total amount will be payable as a lump sum making reference to the summary number.

ARTICLE 13. JOINT VENTURE AGREEMENTS

Joint Ventures (JVs) 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 be in 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.

The Government reserves the right to review the Joint Venture Agreement to determine its basis and compliance with the applicable laws and with regard to determining the Offeror’s responsibility.

The Supplier shall promptly notify the Contracting Officer of any changed circumstances affecting the internal composition of the existing JV and/or its potential liabilities in relation to the contract (bonds, insurance, etc).

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 all joint venture members.

ARTICLE 14.

Reserved.

ARTICLE 15. TERMINATION FOR CONVENIENCE

The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience with a 3-month advance notice. In the unlikely event of such termination, the Supplier shall immediately stop all service being provided under this contract. The Supplier shall be paid for all services provided prior to the termination date, 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 paid for 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

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

The Contracting Officer will designate, in writing, a Contracting Officer’s Representative (COR) for all Areas. The COR is authorized to perform specific technical or administrative functions as authorized representatives of the Contracting Officer. The COR is responsible for monitoring performance and the technical management of the effort in their assigned Area, 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; only the Contracting Officer retains this authority. In no event 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.

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

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

ARTICLE 20. OPTION TO EXTEND THE TERM OF THE CONTRACT

The Government may extend the term of this contract by written notice to the Contractor within thirty (30) days;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend before the contract expires. The preliminary notice does not commit the Government to an extension.

If the Government exercises this option, the extended contract shall be considered to include this option clause.

The total duration of this contract, including the exercise of any options under this clause, shall not exceed 24 months.

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 this article, the US Government is entitled to both:

(i) to pursue the same remedies as in a breach of the contract; and

(ii) to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Supplier in giving gratuities to the person concerned, as determined by the agency head or designee, in addition to any other damages provided by law.

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…