TENDER OFFER TERMS FOR BIDS ON MATERIAL AND … · Page 1 of 8 DOA/APR OFFER TERMS Rev. 02 –...

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OFFER TERMS Rev. 02 – February 8, 2008 - english version

Title:

TENDER OFFER TERMS FOR BIDS ON MATERIAL AND SERVICE PROCUREMENTS TO ENEL S.p.A. – OPERATING PURCHASING DEPARTMENT ENEL SERVIZI – NETWORK

PROCUREMENT UNIT

Summary:

This document describes the terms and conditions for tenders invited by Enel S.p.A. – Operating Purchasing Department Enel Servizi – Network Procurement Unit

In compliance with organizational note no. 40 of August 2, 2002, as issued by Enel’s CEO, the present document has been classified as:

PUBLIC USE COMPANY USE CONFIDENTIAL COMPANY USE RESTRICTED USE

02 08.02.2008

01 12.11.2007

00 08.02.2007

REV. NETWORK ACQUISITIONS DOA-APR DIRECTOR DATE

All rights reserved

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VERSION’S HISTORY

Version Nr Modification description

00 First edition

01 Inserted paragraph regarding Anomalous Offers (par. 5.8)

02 • reviewed chapter regarding obligations in case of award (chap. 6)

• added attachment “Facsimile Letter Notice of Tender Result” (Att. 3)

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TABLE OF CONTENTS

1. GENERAL RULES AND PRECEPTS………………………………………………….... 4

2. DESCRIPTION OF SUPPLIES…………………………………………………………... 4

3. BIDDING TERMS………………………………………………………………………... 4

4. TERMS OF DOCUMENTATION AND OFFER PRESENTATION……………………. 5

5. AWARD…………………………………………………………………………….……... 6

6. OBLIGATIONS IN CASE OF AWARD…………………………………......................... 7

7. CONSORTIUM……………………………………………………………………………. 7

8. DUES TO PAY TO THE AUTHORITY FOR THE OVERSIGHT OF PUBLIC CONTRACTS FOR WORKS, SERVICES AND SUPPLIES…………………………….. 7

9. TENDERS FOR SUPPLY AND INSTALLATION OF HV CABLES……………….…... 8

ATTACHMENTS

• Att. 1: Tenderer’s Statement;

• Att. 2: “Security/Environment Management System” Table ModSA rev. 00 of December 16, 2003;

• Att. 3: Facsimile Letter Notice of Tender Result;

• Att. 4: “Special Terms for Tenders regarding Supply and Installation of HV Cables”.

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1. GENERAL RULES AND PRECEPTS

1.1. The present document constitutes an integral part of the Tender Offer (from now on TO).

1.2. Tender terms and regulations can be found in the “eProcurement Rules”, available on Enel S.p.A.’s Purchasing Portal (www.acquisti.enel.it).

1.3. In order to participate in the tender, the Tenderer should sign up on Enel S.p.A.’s Purchasing Portal and successfully complete the Scouting/Qualification stage, for the merchandise group connected with the present tender, as indicated in the TO. This merchandise group should also be credited to the “Sourcing Gare” service.

1.4. The Tenderer’s participation in the tender will only be allowed, if established in the TO (see the “AVCP Dues” entry) after submittal of a copy of the document proving the payment of such dues to the Authority for the Oversight of Public Contracts for Works, Services, and Supplies (AVCP), according to the terms specified in chapter 8.

1.5. Based on art. 77 of Legisl. Decree n° 163 of April 12, 2006, all communication and exchange of information between ENEL S.p.A. and Tenderers may take place by mail, fax, or electronically.

1.6. By participating in the tender, the Tenderer commits to providing, in case of award, its services according to the terms specified in the Draft Order Letter attached to the TO and in all documents quoted in or attached to it.

1.7. For tenders involving amounts higher than the EU threshold, under Legisl. Decree no. 163 of April 12, 2006, responsibility will be assigned as indicated in the TO.

2. DESCRIPTION OF SUPPLIES

2.1. The supplies to bid on are specified in the TO.

2.2. A detailed description, as well as the terms and conditions for the provision of the supply service are specified in the Letter of Order Draft attached to the TO and in all documents quoted in or attached to it.

2.3. The TO also specifies the tolerance allowed for the amount of supplies.

2.4. There is also an option right established, which corresponds to an additional quantity of supply up to a maximum limit corresponding to the amount percentage, including tolerance, specified in the TO and in the Letter of Order Draft.

2.5. In case the supply is subdivided into several lots (see the “Lots” entry, in the TO), each Tenderer may present an offer for one or more lots open to bidding.

3. TENDER TERMS AND CONDITIONS

3.1. Based on what is specified in the TO, the tender will take place according to one of the following modalities:

3.2. TENDER INCLUDING A TECHNICAL STAGE:

3.2.1. The Tenderer is expected to provide, by the “expiration date for submitting administrative paperwork” specified in the TO, and in compliance with the terms and conditions described in chapter 4 below, the following documentation: • if required by the TO, proof of payment of dues to AVCP (see paragraph 8.6); • the “Tenderer’s Statement” attached (Att. 1), duly drawn up, stamped and signed by a

legal representative; • statements required by the “Security/Environment Management System” table ModSA

rev. 00 of December 16, 2003 (Att. 2).

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3.2.2. Unless CAA/APR issues different instructions after reviewing the administrative paperwork submitted, the Tenderer should provide, by the “expiration date for submitting technical paperwork” specified in the TO, and in compliance with the terms and conditions described in chapter 4 below, the technical documents specified in the TO.

3.2.3. Unless CAA/APR issues different instructions after reviewing the technical paperwork submitted, the Tenderer should be considered as authorized to participate in the economic stage of the tender, which will take place on the date and time specified in the TO, by submitting its price proposal according to the terms and conditions described in chapter 4 below.

3.3. TENDER WITH NO TECHNICAL STAGE:

3.3.1. The Tenderer is expected to provide, by the “expiration date for submitting administrative paperwork” specified in the TO, and in compliance with the terms and conditions described in chapter 4 below, the following documentation: • if required by the TO, proof of payment of dues to AVCP (see paragraph 8.6); • the “Tenderer’s Statement” attached (Att. 1), duly drawn up, stamped and signed by

the legal representative; • statements required by the “Security/Environment Management System” table ModSA

rev. 00 of December 16, 2003 (Att. 2).

3.3.2. Unless CAA/APR issues different instructions after reviewing the administrative paperwork submitted, the Tenderer should be considered as authorized to participate in the economic stage of the tender, which will take place on the date and time specified in the TO, by submitting its price proposal according to the terms and conditions described in chapter 4 below.

4. TERMS OF DOCUMENTATION AND OFFER PRESENTATION

4.1. All attachments which forma an integral part of the present tender are made available to suppliers registered at Enel S.p.A.’s Purchasing Portal (www.acquisti.enel.it), and can be downloaded once the tender is started, during the tender’s preview, by accessing the "On-Line Tenders" section, and clicking on “Enter the Tender”.

4.2. The administrative and technical paperwork required in the previous paragraphs, 3.2.1, 3.2.2 and 3.3.1, should: • be sent, electronically and in digital copy (in .pdf, .tif, or .jpg format), using the connection to

Enel S.p.A.'s Purchasing Portal and accessing “Enter a Tender” via the “On-Line Tenders” section;

• be drawn up in Italian; • bear the legal representative’s signature at the bottom of each page; • be accompanied by a photocopy of the signer’s ID. • in case of a ATI (Associazione Temporanea d’Impresa) “Temporary Group of Firms”, the

“Tenderer’s Statement” should be submitted separately by all the companies constituting the ATI;

4.3. Failure to send, electronically, the requested paperwork by the established date, as well as submitting paperwork that isn't complete or hasn't been prepared according to the established terms, might constitute sufficient cause for exclusion from participation in the tender.

4.4. Likewise, those companies may be excluded from the tendering procedure, which have submitted offers that ENEL has deemed inadequate from a technical point of view.

4.5. The price proposal, as mentioned in points 3.2.3 and 3.3.2 above, should: • be sent, electronically through Enel S.p.A.'s Purchasing Portal, by accessing “Enter the Tender”

through the “On-Line Tenders” section, and filling out the appropriate fields;

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• be expressed in euros; • in case the TO requires it (see “Type of Economic Stage”), be drawn up according to the “Price

Letter” template, attached to it. The Price Letter should be drawn up, stamped, signed by the legal representative (or, in case of a ATI, signed by each company that is part of the ATI), scanned and attached to the dossier.

4.6. User ID and password, necessary to access the Purchasing Portal and, therefore, the ARIBA platform, may also be used before the “on-line” tender, for testing the ARIBA ES software.

4.7. In case of technical problems before or during the “on-line” tendering period, the Tenderer may contact the Help Desk by phone or fax, calling the numbers shown in the Application Module (tel. 06/8305.5500 – fax. 06/8305.5501).

4.8. The invited companies are not owed any kind of refund for any expense and/or financial burden incurred for the preparation and presentation of the tender offer, or for connecting to Enel S.p.A.’s Internet site, during the entire period of time in which the “on-line” tendering procedure takes place.

5. AWARD

5.1. A list of offers will be compiled for each supply lot, based on an assessment of proposals according to ENEL’s requirements, and prepared according to the criteria established in paragraph 4.5. The TO shall specify whether lots are cumulative or not.

5.2. The award criterion will be established in the TO:

5.2.1. In case the contract is awarded according to the “lowest price” criterion, the list will refer to the overall price offered per lot.

5.2.2. In case the contract is awarded according to the “most economically favorable” criterion, the list will refer to the assessment criteria described in the TO.

5.3. In case of contracting by negotiation, ENEL S.p.A. – Acquisitions and Services Function (CAA/APR) will start the negotiation and, as soon as the negotiation is completed, will prepare the definitive list for each lot. In the course of negotiations, ENEL S.p.A. may also make use of an on-line reverse auction.

5.4. Award partition will take place according to the criterion established in the TO:

5.4.1. In case of one or more indivisible lots, the entire supply for each lot will be awarded to the company first classified in the pricing list related to that particular lot.

5.4.2. In case of one or more divisible lots, supply may be partitioned among several Tenderers. Therefore, for each lot, the company first classified in the pricing list related to that particular lot will be awarded a supply quota equal to, at least, the percentage value indicated in the TO. The remaining supply quota may be awarded to the companies that follow the first-placed in the list.

5.5. In any case, the award of supply quotas shall depend: • on the production capacity declared (times and quantity), in connection with the established

delivery plan; • in case of a qualified compartment tender, on the economic capacity assigned by ENEL and

registered in the compartment peculiar to the merchandise group tendered; • on adequacy of the prices offered; • on the alignment to minimum unitary prices quoted in the tender.

5.6. ENEL S.p.A. also reserves, at its own discretion, the right to: • modify the amount of supplies; • award only part of the supply subject of the tendering procedure; • cancel the tender.

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5.7. Tenderers can check whether the tendering procedure is closed by accessing ENEL S.p.A.'s Purchasing Portal, and clicking on the “On-Line Tenders” – “Enter the Tender” link. As long as the tender code is displayed, the procedure still has to be completed; if the code isn’t visible any longer, all the stages of the procedure have been completed.

5.8. As provided for by Art. 206 of the Legl. Decree 163/06, ENEL S.p.A. shall not apply the criteria for individualization of anomalous offers as provided for by paragraph 86 of the abovementioned article. In the event that the offer presented by the bidder/s shall not be consistent with the other offer/s, ENEL shall request to the bidder/s all the necessary clarifications and justifications regarding the elements constituting the offer/s.

6. OBLIGATIONS IN CASE OF AWARD

6.1. Suppliers which have been awarded the contract will be asked to send a confirmation, by FAX (n° +39 06/8305.4881), of their last price proposal made online (in case of a Consortium, each associated company will have to sign separately).

6.2. The issuing of the Order Letter is subordinated to the receipt of all the paperwork requested to the awarder in the "Facsimile Letter notice of tender result", (attachment 3).

6.3. In case of failure, incompleteness , irregularity or delay in sending the requested paperwork, the official Letter of Order shall not be issued by ENEL and Enel S.p.A. reserves the right to request any eventual damages suffered for it.

6.4. Once the analisys of the requested papework shall be complete, Enel shall issue and send the Order Letter which shall be formally acknowledged by the supplier by sending what is requested in the “Contract Completion and Confirmation” chapter of the Draft Order Letter by fax. When Enel will receive the complete documentation, the order letter shall be considered finalized.

6.5. Impossibility to complete the contract due to failure, even if only partial, to submit the paperwork required by the Order Letter within the agreed time limit, shall nullify the award.

7. ATI – (ASSOCIAZIONE TEMPORANEA D’IMPRESA) – TEMPORARY GROUP OF FIRMS

7.1. Any offer presentation by Suppliers intending to form a ATI (a Temporary Group of Firms, or ATI, by its initials in Italian) should be authorized by ENEL S.p.A. in advance.

7.2. For this purpose, the Tenderer should submit, no later than 5 days before the “expiration date for submitting administrative paperwork” a letter of presentation regarding the Consortium about to be created, in which duties and functions of each member company are specified, and by which all companies that will be members of the ATI promise that, in case the ATI is awarded the contract, these companies agree to be represented by the company that they have indicated and which otherwise qualifies as leader of the ATI. In case of a horizontal ATI (in which all member companies provide the same type of service), percentages of service provided by each company should be specified. The companies should provide their services in percentages corresponding to their participation quota in the ATI.

7.3. The company that qualifies as leader should be authorized by the other companies to participate in the tender, on the ATI’s behalf, with its own username and password.

8. CONTRIBUTION ON BEHALF OF THE AUTHORITY FOR THE OVERSIGHT OF PUBLIC CONTRACTS FOR WORKS, SERVICES AND SUPPLIES

8.1. Based on what is set forth in art. 1, par. 65 and 67, of Law no. 266 of December 23, 2005, and taking into account the decision by the Authority for the Oversight of Public Contracts for Works, Services and Supplies (AVCP) of January 10 2007, the Tenderer companies are required to pay a fee to the said Authority.

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8.2. Payment of this fee is a condition for Tenderer companies to be admitted to the selection procedure for contractors. Failure to prove that such a payment has been made constitutes cause for exclusion from the tendering procedure.

8.3. Therefore, companies intending to participate in the tender should prove in advance, according to modalities explained below, that the said payment has already occurred.

8.4. The fee to be paid by each of the Tenderers and for each of the lots is shown in the TO. In case of several lots, it is only necessary to pay the fee for the lots it intends to supply.

8.5. The payment shall be made, according to modalities for economic operators, at the following Internet address: http://www.autoritalavoripubblici.it/riscossioni2007.html. The CIG codes identifying the present procedure can be found in the TO.

8.6. Under penalty of being excluded by the tender procedure, it is necessary to provide ENEL, by the “expiration date for submitting administrative paperwork” found in the TO and according to the modalities mentioned in chapter 4, with a copy of the confirmation e-mail received by the collection system, or of the payment receipt, in case a postal money order has been used. In this last case, a statement of authentication (conformity with the original) should be attached to the copy of the receipt, as well as a copy of the signer’s ID.

8.7. In case of a Consortium, a single payment may be made by the leading company.

9. TENDERS FOR SUPPLY AND INSTALLATION OF HV CABLES

9.1. With regard to tenders for the supply and installation of HV cables only, the provisions set forth in the “Special Terms for Tenders regarding Supply and Installation of HV Cables” (Att. 4) shall apply.

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