191T7019R0001.doc

TABLE OF CONTENTS

Section A - SF 1442 – COVER SHEET Section B - SUPPLIES OR SERVICES AND PRICES/COSTS

Section C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

Section D - PACKAGING AND MARKING

Section E - INSPECTION AND ACCEPTANCE Section F - DELIVERIES OR PERFORMANCE Section G - CONTRACT ADMINISTRATION DATA Section H - SPECIAL CONTRACT REQUIREMENTS Section I - CONTRACT CLAUSES Section J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS Section K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS Section L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

Section M - EVALUATION FACTORS FOR AWARD

SECTION A

COVER PAGE - SF-1442

SECTION B

-SUPPLIES OR SERVICES AND PRICES/COSTS

B.1

SCOPE OF SERVICES

The Contractor shall provide personnel, supplies and equipment, as identified in this solicitation and Exhibits, for the preventive maintenance services of the facility’s standby generator systems installed at the American Embassy and Residential properties in Rome, and the American Consulates in Milan, Florence and Naples, as described in Section C, DESCRIPTION/SPECIFICATIONS/WORK STATEMENT, of this contract and exhibits attached in Section J.

B.2

TYPE OF CONTRACT

This is a fixed price type contract for scheduled maintenance services as defined in the Comprehensive Maintenance Plan (CMP). The fixed price will include all work, including furnishing all labor, materials, equipment and services, overhead (including cost of Workers’ Compensation and War-Hazard Insurance, which shall not be a direct reimbursement) and profit, unless otherwise specified. The Government will issue on a monthly, semi-annual and annual basis scheduled task orders. The scheduled work orders shall identify the listed system/equipment or other description, machine number, location, task description, for the Contractor to perform the maintenance services specified. (See Exhibit A, Section J).

An indefinite delivery/indefinite quantity type contract will be awarded for unscheduled work or urgently needed services. Individual delivery orders will be issued using the fixed hourly rates identified below. The fixed hourly rates shall include wages, overhead, general and administrative expenses, and profit. Hours and labor categories for these delivery orders shall be negotiated into a firm-fixed-priced delivery order. The actual amount of work to be performed, an estimate of the professional/technical effort required, the time of such performance, and the location of the property(ies) shall be authorized by delivery orders issued by the Contracting Officer. Orals orders maybe necessary for emergency services however they shall be issued in writing within three business days of the oral instructions.

B.3

PRICES/COSTS

B.3.1 Value Added Tax The Government will not reimburse the Contractor for VAT under this contract. The Contractor shall not include a line for VAT on Invoices as the U.S. Embassy has a tax exemption certificate with the host government.

B.3.2 All prices shall be submitted in Euro.

B.3.3 Scheduled Maintenance Services

(a) In consideration of satisfactory performance of all the scheduled services required under this contract, the Contractor shall be paid a fixed-price semi-annually for Scheduled Maintenance Services. No additional sums will be payable on account of any escalation in the cost of materials, equipment or labor (unless mandated by local), or because of the Contractor 's failure to properly estimate or accurately predict the cost or difficulty of achieving the results required by the maintenance plan is. Nor will the contract price be adjusted on account of fluctuations in the currency exchange rate.

(b) Premium pay for services required to be provided on holidays is included only in the fixed prices for Scheduled Maintenance Services.

B.3.4 Unscheduled Services

The fixed hourly rates per labor category shall be used to establish firm fixed-price task orders. Each task order shall be issued in advance and priced by multiplying the hourly rates by the number of hours required.

The Contractor shall also be reimbursed for costs for any materials/equipment ordered under the task order issued by the Government in conjunction with the Unscheduled Services. No profit shall be added to this material/equipment. All costs of materials/equipment shall be itemized on the invoice, such as purchase price of material/equipment, cost of transportation and cost of handling. If VAT charges are paid then they must be itemized in each task order.

B. 3.5 Emergency Services

Emergency services shall be issued and priced at the same rates as unscheduled services, however, work that is required beyond normal working hours or days (see F.8) or 40 hours per week or 8 hours per day and meet the definition of emergency services as defined in C.1.3 may use overtime rates as fixed below.

The Contractor shall also be reimbursed for costs for any materials/equipment ordered under the task order issued by the Government in conjunction with the Emergency Services, as further described in H.14. No profit shall be added to this material/equipment. All costs of materials/equipment shall be itemized on the invoice, such as purchase price of material/equipment, cost of transportation and cost of handing. If VAT charges are paid then they must be itemized in each task order.

B.3.6 Ordering

Ordering - (a) All supplies or services to be furnished under this contract shall be ordered by the issuance of delivery orders by the Department of State. Orders may be issued from the date of the Contracting Officer's signature until the end of the "Period of Performance" applicable to this contract.

(b) Contractor will be asked to submit a cost proposal when given a draft scope of work for an unscheduled task.

(c) Contracting Officer will negotiate and develop firm-fixed-priced delivery orders for each unscheduled or emergency task that needs to be performed.

(d) All delivery orders are subject to the terms and conditions of this contract. This contract shall take precedence in the event of conflict with any order.

B.4

BASE PERIOD PRICES

BASE PERIOD PRICES: The fixed-price for the first year (starting on the award date and continuing for a period of 12 months) is:

in Euro Total Price in Euro

Scheduled Maintenance Services

Via Veneto, Rome

Via Veneto, Rome

Viale Rossini, Rome

USUN Residence, Rome

Via Veneto, Rome

MSB Building, Rome

Villa Pinciana, Rome

American Consulate Naples

American Consulate Florence

American Consulate Milan

Unscheduled and Emergency Labor Services *

SPECIALIZED TECHNICIAN

7:00 a.m. to 6:00 p.m

6:00 p.m. to 7:00 a.m

7:00 a.m. to 6:00 p.m.

6:00 p.m. to 7:00 a.m

*The estimated quantities above are estimated only and not guaranteed by the Government.

B.4.1 Minimum and Maximum Amounts for Unscheduled Maintenance and Emergencies

During this contract period, the Government shall place orders totaling a minimum of Euro 60.00. This reflects the contract minimum for unscheduled orders for this period of performance. The amount of all orders shall not exceed Euro 30,000.00. This reflects the contract maximum for unscheduled services for this period of performance.

B.5 FIRST OPTION YEAR PRICES: The fixed-price for the second year is:

in Euro Total Price

Scheduled Maintenance Services

Via Veneto, Rome

Via Veneto, Rome

Viale Rossini, Rome

USUN Residence, Rome

Via Veneto, Rome

MSB Building, Rome

Villa Pinciana, Rome

American Consulate Naples

American Consulate Florence

American Consulate Milan

Unschduled and Emergency Labor Services *

SPECIALIZED TCHNICIAN

7:00 a.m. to 6:00 p.m

6:00 p.m. to 7:00 a.m

7:00 a.m. to 6:00 p.m.

6:00 p.m. to 7:00 a.m

*The estimated quantities above are estimated only and not guaranteed by the Government.

B.5.1 Minimum and Maximum Amounts for Unscheduled Maintenance and Emergencies

During this contract period, the Government shall place orders totaling a minimum of Euro 60.00. This reflects the contract minimum for unscheduled orders for this period of performance. The amount of all orders shall not exceed Euro 30,000.00. This reflects the contract maximum for unscheduled services for this period of performance.

B.6 SECOND OPTION YEAR PRICES The fixed-price for the third year is:

in Euro Total Price

Scheduled Maintenance Services

Via Veneto, Rome

Via Veneto, Rome

Viale Rossini, Rome

USUN Residence, Rome

Via Veneto, Rome

MSB Building, Rome

Villa Pinciana, Rome

American Consulate Naples

American Consulate Florence

American Consulate Milan

Unscheduled and Emergency Labor Services *

SPECIALIZED TECHNICIAN

7:00 a.m. to 6:00 p.m

6:00 p.m. to 7:00 a.m

7:00 a.m. to 6:00 p.m.

6:00 p.m. to 7:00 a.m

*Est. – the estimated quantities above are estimated only and not guaranteed by the Government.

B.6.1 Minimum and Maximum Amounts for Unscheduled Maintenance and Emergencies

During this contract period, the Government shall place orders totaling a minimum of Euro 60.00. This reflects the contract minimum for unscheduled orders for this period of performance. The amount of all orders shall not exceed Euro 30,000.00. This reflects the contract maximum for unscheduled services for this period of performance.

B.7 THIRD OPTION YEAR PRICES The fixed-price for the fourth year is:

in Euro Total Price

Scheduled Maintenance Services

Via Veneto, Rome

Via Veneto, Rome

Viale Rossini, Rome

USUN Residence, Rome

Via Veneto, Rome

MSB Building, Rome

Villa Pinciana, Rome

American Consulate Naples

American Consulate Florence

American Consulate Milan

Unscheduled and Emergency Labor Services *

SPECIALIZED TECHNICIAN

7:00 a.m. to 6:00 p.m

6:00 p.m. to 7:00 a.m

7:00 a.m. to 6:00 p.m.

6:00 p.m. to 7:00 a.m

B.7.1 Minimum and Maximum Amounts for Unscheduled Maintenance and Emergencies

During this contract period, the Government shall place orders totaling a minimum of Euro 60.00. This reflects the contract minimum for unscheduled orders for this period of performance. The amount of all orders shall not exceed Euro 30,000.00. This reflects the contract maximum for unscheduled services for this period of performance.

B.8 FOURTH OPTION YEAR PRICES: The fixed-price for the fifth year is:

in Euro Total Price

Scheduled Maintenance Services

Via Veneto, Rome

Via Veneto, Rome

Viale Rossini, Rome

USUN Residence, Rome

Via Veneto, Rome

MSB Building, Rome

Villa Pinciana, Rome

American Consulate Naples

American Consulate Florence

American Consulate Milan

Unscheduled and Emergency Labor Services *

SPECIALIZED TECHNICIAN

7:00 a.m. to 6:00 p.m

6:00 p.m. to 7:00 a.m

7:00 a.m. to 6:00 p.m.

6:00 p.m. to 7:00 a.m

B.7.1 Minimum and Maximum Amounts for Unscheduled Maintenance and Emergencies

During this contract period, the Government shall place orders totaling a minimum of Euro 60.00. This reflects the contract minimum for unscheduled orders for this period of performance. The amount of all orders shall not exceed Euro 30,000.00. This reflects the contract maximum for unscheduled services for this period of performance.

B.9 GRAND TOTAL

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1.

INTRODUCTION

C.1.1 General. The Embassy of the United States of America in Rome, Italy requires a Contractor to perform both scheduled and unscheduled maintenance services on the facility’s standby generator systems installed at the American Embassy and Residential properties in Rome, and the American Consulates in Milan, Florence and Naples. The Contractor shall furnish managerial, administrative and direct operational personnel to accomplish all work as required in this contract. The Contractor shall designate an English speaking representative who shall supervise the Contractor's workforce and be the Contractor's liaison with the U.S.

The Contractor's employees shall be on-site only for contractual duties and not for any other business or purposes. Specific services are described in detail below.

C.1.2 Personnel. The Contractor shall be responsible for providing specialized technicians with relevant experience of more than 3 years to meet the minimum requirements established below to perform maintenance services in accordance with the maintenance plan shown in Exhibit A and unscheduled services. Helper positions do not need to meet this 3 year minimum requirement. Personnel shall meet the minimum criteria for labor categories as identified in Exhibit G.

C.1.3 Definitions.

"Chancery" means the building of the embassy used for official activities or means the official residence of the ambassador.

"CMP" is a comprehensive maintenance plan "Daily" means 5 days per week, on each non-holiday workday.

"DCMR" means the official residence of the Deputy Chief of Mission.

"Emergency Services" are task orders which require immediate attention. May involve working other than normal work day or hour as defined in F.8. Contractor required to respond to call within 12 hours and take action to minimize emergency situation.

"EOB" means Embassy Office Building.

"Execution Plan" is submitted by the Contractor and defines the methods and disciplines used to carry out the maintenance plan as provided in Exhibit C.

"General Instructions" mean those instructions, directives and guidelines that apply to all employee maintenance personnel.

"NOB" means New Office Building

"PM" means Preventive Maintenance

"Routine Maintenance and Repair" includes the preservation in a sound state of the generator systems, and the purchase of maintenance stock.

"Scheduled Maintenance Services" includes all routine maintenance functions identified in the Exhibit C, Comprehensive Maintenance Plan, for Post systems and equipment.

"Unscheduled Maintenance and Repair Services" includes minor maintenance and repair services which are not identified in the Comprehensive Maintenance Plan or Facility Maintenance Plan.

C.1.3.1 The Contractor shall provide an Executive Plan to carry out the maintenance as shown in Exhibit C. These duties and responsibilities described in Subsection C.1.5. The Contractor shall provide a draft of the Executive Plan to the COR for review 30 days after contract award.

C.1.4 Location, Service, Kind of Personnel: A sample listing of locations, kinds of services, is provided in Exhibits in Section J.

C.1.5 Duties and Responsibilities.

C.1.5.1 Services to be performed by these technicians shall include those outlined below. Damage or situations requiring major or specialized remedial services shall promptly be brought to the attention of the COR or the Embassy Buildings Management Office, and efforts shall be made to minimize such trouble or damage until proper corrective action can be taken. Major and specialized repairs shall be carried out by the Government, independent of this contract. Services to be performed as part of scheduled maintenance to include:

C.1.5.2 Systems to be Operated and Maintained:

The systems and components to be operated and maintained include diesel generator prime mover, alternator, fuel, cooling, ventilation and lubrication systems, start and transfer systems, as well as control and monitoring systems. See Exhibit A for a complite list of the systems to be operated and maintained.

C.1.5.3 Miscellaneous Maintenance and Repair Services: The Contractor shall provide preventive maintenance and repair services for all Government systems, as directed by the COR.

The detailed work requirements and instructions including emergency works shall be provided by the Contracting Officer to the Contractor's Liaison who shall supervise, schedule, and manage the performance of the assignments.

All personnel assigned by the Contractor for the performance of the respective services shall be regular employees of the Contractor, and shall be supervised by the Contractor. There shall be no employer-employee relationship between the Government and the personnel. Subcontractors may only be employed with the express written consent of the Contracting Officer.

C.2

SUPERINTENDENCE BY CONTRACTOR:

The entire operation of the contracted services shall be superintended by the Contractor's bilingual (English/Italian) liaison, who shall maintain a close contact with the Contracting Officer and the COR in order to coordinate the performance of the contracted services with the needs of the Government.

C.3

QUALITY ASSURANCE

The Contractor shall institute appropriate inspection system and QA procedures, in order to determine whether the various services are being performed according to the contract requirements. Copies of the inspection reports shall be provided to the COR.

Any shortcomings and/or substandard conditions noted in such inspections shall be brought to the attention of the Contracting Officer or COR, for disposition.

C.3.1 Semi-annaul Report: The Contractor shall render a semi-annual maintenance report, summing up observations resulting from the inspections, difficulties or irregularities encountered, measures taken, improved conditions, repairs or services needed (those beyond the Contractor's responsibilities), special work done, recommendations, and other matters related to operation and maintenance of the equipment covered by this contract. The semi-annual report shall be signed by an authorized representative of the Contractor, and shall be submitted to the COR, together with the Contractor's semi-annual invoice.

If the Contractor founds a discrepancy in the system that could result in equipment failure, a report shall be submitted to the COR immediately upon the discovery.

Test and inspection report shall be submitted to the COR within three days of completing work.

Laboratory report for all chemicals (oil, coolant or fuel analysis) shall be submitted to the COR within 30 days from date of service.

The Contractor shall submit for review and approval to the COR the work sheet/checklist that will be used to perform maintenance service on the systems.

C.3.2 Inspection by Government: The services being performed hereunder and the supplies furnished therefor will be inspected from time to time by the COR, or his/her authorized representatives, to determine that all work is being performed in a satisfactory manner, and that all supplies are of acceptable quality and standards.

The Contractor shall be responsible for any countermeasures or corrective action, within the scope of this contract, which may be required by the Contracting Officer as a result of such inspection.

SECTION D

PACKAGING AND MARKING

RESERVED

SECTION E

INSPECTION AND ACCEPTANCE

E.1 52.252‑2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://www.acquisition.gov/far/ or http://farsite.hill.af.mil/vffara.htm These addresses are subject to change. If the Federal Acquisition Regulation (FAR) is not available at the locations indicated above, use the Department of State Acquisition website at http://www.statebuy.state.gov/ to see the links to the FAR. You may also use an internet “search engine” (for example Google, Yahoo, Excite) to obtain the latest location of the most current FAR.

FEDERAL ACQUISITION REGULATION (48 CFR CH. 1)

CLAUSE

TITLE AND DATE

52.246-4

INSPECTION OF SERVICES – FIXED PRICE (AUG 1996)

52.246-12

INSPECTION OF CONSTRUCTION (AUG 1996)

E.2 QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

This plan is designed to provide an effective surveillance method to promote effective Contractor performance. The QASP provides a method for the Contracting Officer's Representative (COR) to monitor Contractor performance, advise the Contractor of unsatisfactory performance, and notify the Contracting Officer of continued unsatisfactory performance. The Contractor, not the Government, is responsible for management and quality control to meet the terms of the contract. The role of the Government is to conduct quality assurance to ensure that contract standards are achieved.

Services

Performs all maintenance services set forth in the Performance Work Statement (PWS) C.1 thru C.3 And Exhibits All required services are performed and no more than one (1) customer complaint is received semi-annually

E.2.1 Surveillance. The COR will receive and document all complaints from Government personnel regarding the services provided. If appropriate, the COR will send the complaints to the Contractor for corrective action.

E.2.2 Standard. The performance standard is that the Government receives no more than one (1) customer complaint semi-annually. The COR shall notify the Contracting Officer of the complaints so that the Contracting Officer may take appropriate action to enforce the inspection clause (FAR 52.246-4, Inspection of Services – Fixed Price (AUG 1996)), if any of the services exceed the standard.

E.2.3 Procedures

(a) If any Government personnel observe unacceptable services, either incomplete work or required services not being performed they should immediately contact the COR.

(b) The COR will complete appropriate documentation to record the complaint.

(c) If the COR determines the complaint is invalid, the COR will advise the complainant. The COR will retain the annotated copy of the written complaint for his/her files.

(d) If the COR determines the complaint is valid, the COR will inform the Contractor and give the Contractor additional time to correct the defect, if additional time is available. The COR shall determine how much time is reasonable.

(e) The COR shall, as a minimum, orally notify the Contractor of any valid complaints.

(f) If the Contractor disagrees with the complaint after investigation of the site and challenges the validity of the complaint, the Contractor will notify the COR. The COR will review the matter to determine the validity of the complaint.

(g) The COR will consider complaints as resolved unless notified otherwise by the complainant.

(h) Repeat customer complaints are not permitted for any services. If a repeat customer complaint is received for the same deficiency during the service period, the COR will contact the Contracting Officer for appropriate action under the Inspection clause.

SECTION F

DELIVERIES OR PERFORMANCE

F.1 52.252‑2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://www.acquisition.gov/far/ or http://farsite.hill.af.mil/vffara.htm These addresses are subject to change. If the Federal Acquisition Regulation (FAR) is not available at the locations indicated above, use the Department of State Acquisition website at http://www.statebuy.state.gov/ to see the links to the FAR. You may also use an internet “search engine” (for example Google, Yahoo, Excite) to obtain the latest location of the most current FAR.

FEDERAL ACQUISITION REGULATION (48 CFR CH. 1)

CLAUSE

TITLE AND DATE

52.242-15

STOP-WORK ORDER (AUG 1989)

52.242-17

GOVERNMENT DELAY OF WORK (APR 1984)

52.242-14

SUSPENSION OF WORK (APR 1984)

F.2 PERIOD OF PERFORMANCE

The contract shall be effective on the award date, and shall remain in effect one-year period, with four-year options. Individual delivery orders for unscheduled work will identify completion times for specific unscheduled/urgent tasks.

F.3 DELIVERABLES

The following items shall be delivered under this contract:

H.1.2.3. Bios on Personnel

F.4 CONTRACTOR'S SUBMISSION OF MAINTENANCE SCHEDULE AND MINOR REPAIRS UNDER UNSCHEDULED WORK ORDERS

The time for submission of the schedules and General Instructions referenced in Section I, 52.236-15, "Schedules for Construction Contracts", paragraph (a), is hereby modified to reflect the due date for submission as " seven calendar days after receipt of an executed contract". The Contractor shall weekly revise such schedules (1) to account for the actual progress of the work, (2) to reflect approved adjustments in the performance schedule, and (3) as required by the Contracting Officer to achieve coordination with work by the Government and any separate contractors employed by the Government. The Contractor shall submit a schedule which sequences work so as to minimize disruption at the jobsite.

All deliverables shall be in the English language, unless otherwise provided hereunder, and any system of dimensions (i.e., English or metric) shown shall be consistent with that used in the contract. No extension of time shall be allowed on account of a delay by the Government in approving such deliverables if the Contractor has failed to act promptly and responsively in submitting its deliverables. Each deliverable shall be identified as required by the contract.

F.5 ACCEPTANCE OF SCHEDULE

When the Government has accepted any time schedule, it shall be binding upon the Contractor. The completion date is fixed and may be extended only by a written modification to the delivery order signed by the Contracting Officer. Acceptance or approval of any schedule or revision thereof by the Government shall not (1) extend the completion date or obligate the Government to do so, (2) constitute acceptance or approval of any delay, nor (3) excuse the Contractor from or relieve the Contractor of its obligation to maintain the progress of the work and achieve final completion by the established completion date.

F.6 NOTICE OF DELAY

In the event the Contractor receives a notice of any change in the work, or if any other conditions arise which are likely to cause or are actually causing delays which the Contractor believes may result in completion of the project after the completion date, the Contractor shall notify the Contracting Officer of the effect, if any, of such change or other conditions upon the approved schedule, and shall state in what respects, if any, the relevant schedule or the completion date should be revised. Such notice shall be given promptly, and not more than ten (10) days following the first occurrence of event giving rise to the delay or prospective delay. Revisions to the approved time schedule shall only be made with the approval of the Contracting Officer.

F.7 NOTICE TO PROCEED

(a) Following receipt from the Contractor of any bonds or evidence of insurance within the time specified in Section H of this contract, and following acceptance of these documents by the Contracting Officer, the Contracting Officer will provide to the Contractor a Notice to Proceed. The Contractor must then prosecute the work required hereunder.

(b) It is possible that the Contracting Officer may elect to issue the Notice to Proceed prior to receipt and acceptance of any bonds or evidence of insurance required hereunder. Issuance of a Notice to Proceed by the Government before receipt of the required bonds or insurance certificates or policies shall not be a waiver of the requirement to furnish these documents.

F.8 WORKING HOURS

All work shall be performed during normal working hours , which are defined as 8:30 to 17:30, Monday through Friday, except for the holidays identified below.except for the holidays identified below. Other hours, initiated by the Contractor, may be approved by the Contracting Officer's Representative. Notice must be given 24 hours in advance to COR who will consider any deviation from the hours identified above. Changes in work hours will not be cause for a price increase.

Scheduled or unscheduled maintenance work that requires the systems to be inoperative may be carried out on Saturdays and/or Sundays and/or American holidays, upon request of the Embassy Facility Engineering section or Security Office.

F.9 EXCUSABLE DELAYS

The Contractor will be allowed time, not money, for excusable delays as defined in FAR 52.249-10, Default. Examples of such cases include (l) acts of God or of the public enemy, (2) acts of the United States Government in either its sovereign or contractual capacity, (3) acts of the government of the host country in its sovereign capacity, (4) acts of another contractor in the performance of a contract with the Government, (5)fires, (6) floods, (7) epidemics, (8) quarantine restrictions, (9) strikes, (l0) freight embargoes, (11) delays in delivery of Government furnished equipment and (12) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Contractor, and the failure to perform furthermore (1) must be one that the Contractor could not have reasonably anticipated and taken adequate measures to protect against, (2) cannot be overcome by reasonable efforts to reschedule the work, and (3) directly and materially affects the date of final completion of the project.

F.10

POST AWARD CONFERENCE

A post award conference will be held 10 days after contract award the American Embassy Rome to discuss the schedule, submittals, notice to proceed, mobilization and other important issues that effect the progress under this contract.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 652.242-70

CONTRACTING OFFICER'S REPRESENTATIVE (COR)

(AUG 1999)

(a) The Contracting Officer may designate in writing one or more Government employees, by name or position title, to take action for the Contracting Officer under this contract. Each designee shall be identified as a Contracting Officer’s Representative (COR). Such designation(s) shall specify the scope and limitations of the authority so delegated; provided, that the designee shall not change the terms or conditions of the contract, unless the COR is a warranted Contracting Officer and this authority is delegated in the designation.

(b) The COR for this contract the Facility Engineering representative of the US Tri-Mission Italy G.1.2

642.271 GOVERNMENT TECHNCIAL MONITOR (GTM).

The contracting officer may appoint a Government Technical Monitor (GTM) to assist the Contracting Officer’s Representative (COR) in monitoring a contractor’s performance. The contracting officer may appoint a GTM because of physical proximity to the contractor’s work site, or because of special skills or knowledge necessary for monitoring the contractor’s work. The contracting officer may also appoint a GTM to represent the interests of another requirements office or post concerned with the contractor’s work.

The GTMs’ for this contract are the Facility representatives of each US Consulate in Naples, Florence, and Milan G.1.1 Duties

The COR is responsible for inspection and acceptance of services. These duties include review of Contractor invoices, including the supporting documentation required by the contract. The COR may provide technical advice, substantive guidance, inspections, invoice approval, and other purposes as deemed necessary under the contract.

G.2 PAYMENT

G.2.1 General. The Contractor's attention is directed to Section I, 52.232-1, "Payments", and 52.232-5, "Payments Under Fixed-Price Construction Contracts". The following subsections elaborate upon the information contained therein. All invoices should contain copies of the signed work orders completed and status information on those not completed. Completed work orders shall bear the signature of the Contractor’s quality control personnel. Work orders shall consist of all preventive maintenance orders as well as unscheduled and emergency orders issued since the submittal of the last invoice.

Invoices shall be submitted in original to TriMissionInvoices@state.gov and one copy to the Contracting' Officer's Representative (COR) referencing the applicable U.S. Government Contract number to the following billing address:

American Embassy

FMC

Via Veneto 119/a

00187 Roma

G.2.2 Detail of Payment Requests

Each application for payment, which shall be made no more frequently than semi-annually, unless otherwise provided herein, shall cover the fixed price preventive maintenance fee and the value of labor and materials completed and in place for individual delivery orders.

In addition, the Contractor shall provide the following support for each request for payment for additional, seasonal, and emergency services:

-Time sheets to support the number of hours worked for each work order and signed by the Contractor’s approving official that work has been completed.

G.2.3 Payments to Subcontractors

The Contractor shall make timely payment from the proceeds of the progress or final payment for which request is being made, to his subcontractors and suppliers in accordance with the Contractor's contractual arrangements with them.

G.2.4 Evaluation by the Contracting Officer

Following receipt of the Contractor's request for payment, and on the basis of an inspection of the work, the Contracting Officer shall make a determination as to the amount which, in his/her opinion, is then due. In the event the Contracting Officer does not approve payment of the full amount applied for, less the retainage addressed in 52.232-5, the Contracting Officer shall advise the Contractor of the reasons therefore.

G.2.5 Additional Withholding

Independently of monies retained by the Government under 52.232-5, or otherwise as permitted to be retained under this contract, the Government may withhold from payments due the Contractor any amounts as may be considered necessary to cover

(a) Wages or other amounts due the Contractor's employees on this project;

(b) Wages or other amounts due employees of subcontractors on this project;

(c) Amounts due suppliers of materials or equipment for this project; and

(d) Any other amounts for which the Contractor may be held liable under this contract, including but not limited to the actual or prospective costs of correction of defective work and prospective liquidated damage when the

Contractor has failed to make adequate progress.

G.2.6 Payment

In accordance with FAR 52.232-27(a) the 14 day period identified in FAR 52.232-27(a)(1)(i)(A) is hereby changed to 30 days.

G.3 VALUE ADDED TAX

The Government will not reimburse the Contractor for VAT under this contract. The Contractor shall not include a line for VAT on Invoices as the U.S. Embassy has a tax exemption certificate with the host government.

Tax exemption certificate shall be provided to the Contractor, as/if granted by the

Ministry of Foreign Affairs.

The contractor shall strictly follow the MFA instructions to obtain the VAT exemption certificate (Form 181).

The MFA will assign an Identification number to each approved VAT exemption request.

Only “proper” invoice shall be submitted by the Contractor for payment. A proper invoice must report the Identification Number assigned by the MFA, among all other required elements.

The Government reserves the rights to reject invoices submitted without the above Identification Number as they will be considered “improper”.

G.3.1 Recordkeeping Requirements

The Contractor and the COR shall both maintain a complete and accurate management file. The file shall contain as a minimum, the following items:

· The Government's copies of all task orders issued under this contract, and all inspection reports completed by the COR (OF-127). These forms will be supplied to advise the Contractor of service requests and to document the performance of all work, including emergency work.

· Contractor's Service Report forms, documenting arrival and departure time of the Contractor's representative performing the service, and all information on parts installed for unscheduled and emergency services only.

· Documentation of any complaints from Post personnel or unusual incidents which may have taken place during the visit to the site.

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1

ISSUANCE OF TASK ORDERS FOR UNSCHEDULED/EMERGENCY WORK

(a) Unscheduled work and emergency work shall be authorized only through the issuance of task orders executed by the Contracting Officer. Task orders shall be established on a firm fixed-price basis (using the hourly rates identified in Section B and negotiated hours) and shall be modified solely by a written modification executed by the Contracting Officer. Emergency services may require the use of oral orders however a written order shall be provided within 3 business days of the verbal authorization.

(b) The Contractor shall perform only those unscheduled/emergency services specifically authorized in the individual delivery orders issued under this contract. The Contractor shall complete all work and services under this contract within the period of performance specified in the delivery orders except that no delivery order shall be issued hereunder after the expiration of this contract.

H.2

ORDERING OFFICIAL

In accordance with FAR 52.216-18 ORDERING (OCT 1995), the designated ordering individual for this contract is the Contracting Officer.

H.3

RESERVED

H.4

CERTIFICATE OF INSURANCE

The Contractor shall furnish to the Contracting Officer a current certificate of insurance as evidence of the insurance required. In addition, the Contractor shall furnish evidence of a commitment by the insurance carrier to notify the Contracting Officer in writing of any material change, expiration or cancellation of any of the insurance policies required not less than thirty (30) days before such change, expiration or cancellation is effective. When coverage is provided by self-insurer, the Contractor shall not change or decrease the coverage without the Contracting Officer's approval. If the Contractor intends to use any subcontractors under this contract, the Contractor must ensure that the subcontractor carries the types and amounts of insurance as identified below.

The Contractor's attention is directed to Section I, 52.228-5, "Insurance - Work on a Government Installation". As required by this clause, the Contractor is required to provide whatever insurance is legally necessary. The Contractor, shall, at its own expense, provide and maintain during the entire performance period the following insurance amounts:

General Liability (includes premises/operations, collapse hazard, products, completed operations, contractual, independent contractors, broad form property damage, personal injury)

1. Bodily Injury, On or Off the Site, in Euro

2. Property Damage, On or Off the Site, in Euro

The foregoing types and amounts of insurance are the minimums required. The Contractor shall obtain any other types of insurance required by local law or that are ordinarily or customarily obtained in the location of the work. The limit of such insurance shall be as provided by law or sufficient to meet normal and customary claims.

The Contractor agrees that the Government shall not be responsible for personal injuries or for damages to any property of the Contractor, its officers, agents, servants, and employees, or any other person, arising from and incident to the Contractor's performance of this contract. The Contractor shall hold harmless and indemnify the Government from any and all claims arising therefrom, except in the instance of gross negligence on the part of the Government.

The Contractor shall obtain adequate insurance for damage to, or theft of, materials and equipment in insurance coverage for loose transit to the site or in storage on or off the site.

H.4.1 Government as Additional Insured

The general liability policy required of the Contractor shall name "the United States of America, acting by and through the Department of State", as an additional insured with respect to operations performed under this contract.

H.4.2 Insurance-Related Disputes

Failure to agree to any adjustment contemplated under this contract regarding insurance shall be a dispute within the meaning of the clause in Section I, 52.233-1, Alternate I, "Disputes". However, nothing in this clause shall excuse the Contractor from proceeding with the work, including the repair and/or replacement as herein above provided.

H.4.3 Time for Submission of Evidence of Insurance

The Contractor shall provide evidence of the insurance required under this contract within ten (10) calendar days after contract award. Failure to timely submit this evidence, in a form acceptable to the Contracting Officer, may result in rescinding or termination of the contract by the Government.

H.5

GOVERNING LAW

The contract and the interpretation thereof shall be governed by the laws of the United States.

H.6

LANGUAGE PROFICIENCY

The manager assigned by the Contractor to superintend the work on-site, as required by Section I, 52.236-6, "Superintendence by the Contractor", shall be fluent in written and spoken English.

H.7

LAWS AND REGULATIONS

H.7.1 Compliance Required

The Contractor shall, without additional expense to the Government, be responsible for complying with all laws, codes, ordinances, and regulations applicable to the performance of the work, including those of the host country, and with the lawful orders of any governmental authority having jurisdiction. Host country authorities may not enter the facilities without the permission of the Contracting Officer. Unless otherwise directed by the Contracting Officer, the Contractor shall comply with the more stringent of the requirements of such laws, regulations and orders and of the contract. In the event of a conflict among the contract and such laws, regulations and orders, the Contractor shall promptly advise the Contracting Officer of the conflict and of the Contractor's proposed course of action for resolution by the Contracting Officer.

The Contractor shall provide on a monthly basis an environmental waste report which describes any occurrence of and disposal of hazardous waste encountered during performance of this contract and any resulting delivery orders issued herein.

H.7.2 Labor, Health and Safety Laws and Customs

The Contractor shall comply with all local labor laws, regulations, customs and practices pertaining to labor, safety, and similar matters, to the extent that such compliance is not inconsistent with the requirements of this contract.

H.7.3 Subcontractors

The Contractor shall give written assurance to the Contracting Officer that all subcontractors and others performing work on or for the project have obtained all requisite licenses and permits.

H.7.4 Evidence of Compliance

Proper documentation and evidence satisfactory to the Contracting Officer of compliance with this clause shall be submitted by the Contractor at such times as directed by the Contracting Officer.

H.8

RESPONSIBILITY OF CONTRACTOR

H.8.1 Damage to Persons or Property

The Contractor shall be responsible for all damages to persons or property that occur as a result of the Contractor's fault or negligence, and shall take proper safety and health precautions to protect the work, the workers, the public, and the property of others.

H.8.2 Responsibility for Work Performed

The Contractor shall be responsible for all materials delivered and work performed, except for any completed unit of work which may have been accepted in writing under individual delivery orders.

H.9

MAINTENANCE OPERATIONS

H.9.1 Operations and Storage Areas

(a) Confinement to Authorized Areas. The Contractor shall confine all operations (including storage of materials) on Government premises to areas authorized or approved by the Contracting Officer.

(b) Vehicular Access. The Contractor shall, and in accordance with any regulations prescribed by the Contracting Officer, use only established site entrances and roadways.

H.9.2 Use of Premises

(a) Occupied Premises. If the premises are occupied, the Contractor, its subcontractors, and their employees shall comply with the regulations promulgated by the Government governing access to, operation of, and conduct while in or on the premises and shall perform the work required under this contract in such a manner as not to unreasonably interrupt or interfere with the conduct of Government business.

(b) Requests from occupants. Any request received by the Contractor from occupants of existing buildings to change the sequence of work shall be referred to the Contracting Officer for determination.

(c) Access limited. The Contractor, its subcontractors and their employees shall not have access to or be admitted into any building or portion of the site outside the areas designated in this contract except with the permission of the Contracting Officer.

H.10

SAFETY

H.10.1 Accident Prevision

(a) General. The Contractor shall provide and maintain work environments and procedures which will (1) safeguard the public and Government personnel, property, materials, supplies, and equipment exposed to Contractor operations and activities; (2) avoid interruptions of Government operations and delays in project completion dates; and (3) control costs in the performance of this contract. For these purposes, the Contractor shall--

(1) Comply with the standards issued by any local government authority having jurisdiction over occupational health and safety issues; and

(2) Ensure that any additional measures the Contracting Officer determines to be reasonably necessary for this purpose are taken.

(b) Records. The Contractor shall maintain an accurate record of exposure data on all accidents incident to work performed under this contract resulting in death, traumatic injury, occupational disease, or damage to or theft or loss of property, materials, supplies, or equipment. The Contractor shall report this data in the manner prescribed by the Contracting Officer.

(c) Subcontracts. The Contractor shall be responsible for its subcontractors' compliance with this clause.

(d) Written Program. Before commencing the work, the Contractor shall--

(1) Submit a written proposal for implementing this clause; and

(2) Meet with the Contracting Officer to discuss and develop a mutual understanding relative to administration of the overall safety program.

(e) The Contracting Officer shall notify the Contractor of any non-compliance with these requirements and the corrective actions required. This notice, when delivered to the Contractor or the Contractor's representative at site, shall be deemed sufficient notice of the non-compliance and corrective action required. After receiving the notice, the Contractor shall immediately take correction action.