Attachment 3.doc

Attachment 3 draft contract

TABLE of contents

2UNIT 1 — SCHEDULE

CONTRACT TYPE (7-1)

INDEFINITE-QUANTITY CONTRACT: ORDERING (7-5)

MASTER AGREEMENT: BASIC TERMS (7-6)

PERFORMANCE PERIOD AND OPTIONS (7-7)

Schedule of Prices (22-51)

PRICE ADJUSTMENT (7-2M)

UNIT 2 — CONTRACT CLAUSES

Payment and Taxes

ELECTRONIC FUNDS TRANSFER PAYMENT (22-20)

PAYMENT (22-12)

DISCOUNTS FOR PROMPT PAYMENT (22-10)

FEDERAL, STATE, AND LOCAL TAXES (22-15)

General Contract Administration Pre-AWARD ORIENTATION (14-19m)

SUBCONTRACTS (14-7)

CONTRACT ADMINISTRATION REPRESENTATIVES (14-2)

BANKRUPTCY (14-18)

socio-economic issues

BUY AMERICAN ACT - SUPPLIES (9-3)

Inspection and Warranty

INSPECTION - SUPPLIES (18-2)

WARRANTY - SUPPLIES (18-8)

Termination

TERMINATION FOR THE CONVENIENCE OF BPA (20-2)

TERMINATION FOR DEFAULT (20-3)

disputes

UNIT 3 — SPECIFICATIONS

UNIT 1 — SCHEDULE

CONTRACT TYPE (7-1)

(SEP 98)(BPI 7.1.9)

PROCEDURE(a):

CO's shall include a clause similar to Clause 7-1, Contract Type, in solicitations and contracts over $50,000, except fixed price commercial supplies/services.

This is a firm-fixed price type contract.

INDEFINITE-QUANTITY CONTRACT: ORDERING (7-5)

(sep 02)(BPI 7.2.5.1.1)

INFORMATION(a):

The two most commonly used indefinite delivery contracts at BPA are definite quantity and indefinite quantity contracts. See Exhibit 7C, Master Contracts – Indefinite Delivery Contracts, for a comparison of these methods.

PROCEDURE(c):

The CO shall include a clause similar to Clause 7-5, Indefinite Quantity Contract: Ordering, in indefinite quantity solicitations and contracts. The CO may eliminate the minimum and maximum order limitations if acceptable to the Contractor with the following exception: the CO shall retain the maximum limit for total orders in order to provide an opportunity to renegotiate contract prices if BPA's orders exceed the amounts originally anticipated. The CO shall modify paragraph “(b)” to reflect the terms and conditions that the Contractor agrees to accept for receipt and confirmation of an order (release) by means other than writing. The CO and the Contractor may agree to any one or more of written, oral, facsimile or electronic Internet order placement and confirmation means that is consistent with the policy in BPI 7.2.4.

(a) This is an indefinite-quantity contract. The Contractor shall furnish to BPA, when and if ordered, the supplies or services specified in the Schedule of Items. The quantities of supplies and services specified in the Schedule of Items are estimates only and are not purchased by this contract. Delivery or performance shall be at locations designated in orders.

(b) Only orders placed by individuals, or by BPA offices, that are specifically designated in writing by the Contracting Officer, are valid orders. If mailed, a delivery order is considered "issued" when BPA deposits the order in the mail. Orders may also be issued orally or by facsimile. Orders may also be issued electronically as an unalterable, electronic read-only formatted document transmitted via the Internet. A binding order will be formed when the Contracting Officer or his/her authorized representative transmits to the Contractor a complete and legible order that includes an order (release) number and the contract number, and receives from the Contractor a written or facsimile or electronic Internet confirmation. An order or confirmation transmitted via facsimile or the Internet will be deemed “writings.”

(c) Except for any limitations on quantities shown below, there is no limit on the number of orders that may be issued.

(1) Minimum, Individual Order: 25 keyboard trays.

(d) Any order issued during the effective period of this contract and not completed within that time shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and BPA’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided that the Contractor is not obligated to make deliveries after October 8, 2009

(e) All orders are subject to the Terms and Conditions of this contract. In the event of conflict between an order and this contract, the contract shall control.

MASTER AGREEMENT: BASIC TERMS (7-6)

(sep 03)(BPI 7.2.5.2.1)

PROCEDURE(a):

The CO shall include a clause similar to Clause 7-6, Master Agreement: Basic Terms, in master agreements. The CO may add additional provisions as appropriate, but shall include at least the following:

(1) Delivery terms

(2) A description of the point at which each order becomes a binding contract (upon issuance, upon receipt in a specified manner, etc.)

(3) Ordering procedures

(4) Applicable terms and conditions. See 7.2.5.2(b).

(a) Effective Period. This agreement is effective upon receipt and acceptance of this Agreement and continues until canceled by BPA or the Contractor in writing, or the date in Block 5, Page 1 of this master agreement, whichever occurs first.

(b) BPA's Obligation. This agreement places no obligation on BPA to purchase a minimum amount of supplies or services. BPA is obligated only to the extent of authorized orders actually placed against this agreement.

(c) Order Placement, Confirmation and Contract Formation. Only orders placed by individuals specifically authorized by the Contracting Officer will be considered valid orders. Orders may also be issued orally or by facsimile. Orders may also be issued electronically as an unalterable, electronic read-only formatted document transmitted via the Internet. A binding order will be formed when the Contracting Officer or his/her authorized representative transmits to the Contractor a complete and legible order that includes an order (release) number and the contract number, and receives from the Contractor a written or facsimile or electronic Internet confirmation. An order or confirmation transmitted via facsimile or the Internet will be deemed “writings.” There is no limit on the number of orders that may be issued, unless otherwise limited in the Schedule of Items.

(d) Order Numbers. An "order number" will be the identifying number for each order placed against this agreement. Both this order number and the Master Agreement Number must be included on all correspondence, packing lists, invoices, etc.

(e) Delivery Tickets. All deliveries made under this agreement shall be accompanied by a delivery ticket or sales slip which shall contain the following minimum information: (1) Name of Contractor; (2) Master Agreement Number; (3) Date of order; (4) Name of BPA employee placing order; (5) Order number; (6) Itemized list of supplies or services furnished (quantity, unit price, and extended price, less discounts; and (7) Date of delivery or shipment.

(f) Variation In Quantity. No variation in the quantity of any item ordered will be accepted unless such variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified elsewhere in this agreement or in any specific order.

(g) Transportation Charges. No allowance will be made for packing, cartage, carting, or transportation charges unless specifically provided elsewhere in this agreement or unless provided at the time a specific order is placed.

(h) Inspection and Acceptance. Inspection and acceptance will be at the place specified in each order for delivery or performance.

(i) Taxes and Duties. The price includes all applicable Federal, State, and local taxes and duties in effect on the date an order is placed, but does not include any taxes from which BPA, the Supplier, or any specific order is exempt. Upon request of the Supplier, BPA shall furnish a Tax Exemption Certificate or similar evidence of exemption, if appropriate, with respect to any such tax not included in the price pursuant to this clause.

(j) Payment.

(1) Payment Due Date. Payment shall be due not later than thirty (30) calendar days after the later of the date on which BPA actually receives a proper invoice in the designated billing office or the date when the items delivered or completed services are accepted by BPA. For purposes of payment only, items will be deemed accepted not later than seven (7) working days after proper delivery. If delivered items or completed services are found defective, the provisions of this paragraph will be reapplied upon receipt of a corrected item or service.

(2) Invoices. Suppliers may invoice monthly or at more frequent intervals as may be agreed to by the CO. Invoices shall include:

SYMBOL 183 \f "Symbol" \s 10 \h supplier's name and address;

SYMBOL 183 \f "Symbol" \s 10 \h invoice date;

SYMBOL 183 \f "Symbol" \s 10 \h master agreement number;

SYMBOL 183 \f "Symbol" \s 10 \h order number;

SYMBOL 183 \f "Symbol" \s 10 \h description of products delivered or work performed;

SYMBOL 183 \f "Symbol" \s 10 \h price and quantity of item(s) actually delivered or rendered identified separately by order number, SYMBOL 183 \f "Symbol" \s 10 \h the name and address of the person to whom payment will be made, and

SYMBOL 183 \f "Symbol" \s 10 \h name (where practicable), title, phone number, and mailing address of person to be notified in event of a defective invoice.

If the order is for supplies, each invoice shall also contain a reference to each delivery ticket and shall be supported by a copy of the delivery ticket. Failure to submit a proper invoice may result in a delay in payment.

(3) Prompt Payment Act. This agreement is subject to the provisions of the Prompt Payment Act (31 U.S.C. 3901 et seq.), and the regulations at 5 CFR Part 1315.

(4) Interest Penalty Payments. If interest penalty payments are determined due under the provisions of the Prompt Payment Act, payment shall be made at the rates determined by the U.S. Treasury, Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611).

PERFORMANCE PERIOD AND OPTIONS (7-7)

(SEP 98)(BPI 7.2.7.1)

PROCEDURE(a):

CO's shall include a clause similar to Clause 7-7, Performance Period And Options, in solicitations and contracts where an option is appropriate to add to the term of the contract.

(a) This is a one year contract with options to extend for four additional one year periods.

(b) BPA may unilaterally extend the term of this contract by written notice to the Contractor. BPA will give the Contractor preliminary notice of its intent to extend at least 30 days before the contract expires.

Schedule of Prices (22-51)

(may 08)

OPERATIONAL Clause:

The CO shall insert a clause substantially the same as Clause 22-51, Schedule of Prices, in solicitations and contracts for construction and services that include multiple line items. Use for supplies if needed to supplement the PO line item description.

NOTE: fill-in information below is built in a TABLE format. If you wish to modify the table, remember to go to TABLE (on the toolbar) to add/delete rows. Also, you might want to add borders to the table so that you can see where the table begins/ends.

The contractor shall provide incremental price quotes for the below items. Unit prices are based on freight terms F.O.B. destination Portland, OR (First Inc. warehouse), freight prepaid.

Item No.

Description

Quantity

Unit Unit Price

Amount

PRICE ADJUSTMENT (7-2M)

(aug 09)(BPI 7.1.9)

PROCEDURE(b):

CO's may include a clause similar to Clause 7-2, Price Adjustment, in fixed price or time and materials solicitations and contracts when they want to adjust the contract price after award based on an economic price adjustment formula. The references in the clause to "option periods" should be deleted if the clause is used in contracts without options. If labor costs are the primary component of the contractor’s price, the Employment Cost Index (ECI) is generally preferable to the Consumer Price Index (CPI-U). However, this clause should not be used if the contract is subject to the Service Contract Act and includes BPI clause 10-4, Labor Standards - Price Adjustment, unless the CO ensures BPA does not duplicate price adjustments allowed under each clause.

(a) From the start of the 13th month after the date of award, through the remainder of the contract option periods, the unit prices identified in the Schedule of Items may be adjusted upward or downward based on negotiation.

(b) On each anniversary of the date of award, if an option year is exercised, the new unit prices will be computed by the Contracting Officer. No prices will be adjusted unless the contractor or BPA makes a request in writing no later than 60 days from the expiration date of the contract period. If price adjustment is warranted in accordance with the above, then current unit prices will be increased or decreased for the ensuing year.

(c) No upward adjustment shall apply to supplies or services which are required to be delivered or performed prior to the effective date of the adjustment unless the Contractor's failure to deliver or perform in accordance with the delivery schedules results from causes beyond the control and without the result or negligence of the Contractor.

UNIT 2 — CONTRACT CLAUSES

Payment and Taxes

ELECTRONIC FUNDS TRANSFER PAYMENT (22-20)

(oct 07)(BPI 22.6.2)

PROCEDURE:

(a) The CO shall include clause 22-20, Electronic Funds Transfer Payment, in all solicitations and contracts not otherwise exempt by 22.6(b).

(b) Oral solicitations (see 11.10.1) or oral solicitations and resultant oral contracts for commercial services, such as commercial utility services (see 11.2) must be paid by EFT, unless otherwise exempt by 22.6(b). When conducting an oral solicitation, the CO shall advise the Contractor that payment will be made by EFT, except as noted in 22.6(b), and include clause 22-20, Electronic Funds Transfer Payment, in any written contract resulting from oral solicitation procedures. If not already on file, the CO shall notify the Contractor of procedures for submission of the required banking information to the Vendor Maintenance Team, in the manner and time period required by clause 22-20, Electronic Funds Transfer Payment.

(c) Per BPI 25.2.1(12), CO's shall include the clause in IGCs, if applicable to the particular project and where the contractor can receive EFT payments.

(a) Payment Method. Payments under this contract, including invoice and contract financing payments, will be made by electronic funds transfer (EFT). Contractors are required to provide its taxpayer identification number (TIN) and other necessary banking information as per paragraph (c) of this clause to receive EFT payment.

(b) Contractor EFT arrangement with a financial institution or authorized payment agent. The Contractor shall designate to BPA, as per paragraph (c) of this clause, and maintain at its own expense, a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current designation and EFT information will be used for all payments under all BPA contracts, unless the BPA Vendor File Maintenance Team is notified of a change as per paragraph (d) of this clause. An initial designation should be submitted after award, but no later than three weeks before an invoice or contract financing request is submitted for payment.

(c) Submission of EFT banking information to BPA. The Contractor shall submit EFT enrollment banking information directly to BPA Vendor File Maintenance Team, using Substitute IRS Form w9e, Request for Taxpayer Identification Number and Certification. This form is available either from the Contracting Officer(CO) or from the Vendor File Maintenance Team. Submit completed enrollment form to the Vendor Team. Contact and mailing information:

Bonneville Power Administration

PO Box 491

ATTN: NSTS - MODW Vendor Maint.

Vancouver, WA 98666-0491

E-mail Address: VendorMaintenance@BPA.gov

Phone: (360) 418-2800

Fax: (360) 418-8904

(d) Change in EFT information. In the event that EFT information changes or the Contractor elects to designate a different financial institution for the receipt of any payment made using EFT procedures, the Contractor shall be responsible for providing the changed information to the BPA Vendor File Maintenance Team office. The Vendor Maintenance Team must be notified 30 days prior to the date such change is to become effective.

(e) Suspension of Payment. BPA is not required to make any payment under this contract until receipt of the correct EFT payment information from the Contractor.

(f) EFT and prompt payment. BPA shall pay no penalty on delay of payment resulting from defective EFT information. BPA will notify the Contractor within 7 days of its receipt of EFT information which it determines to be defective.

(g) EFT and assignment of claims. If the Contractor assigns the proceeds of this contract as provided for in the Assignment of Claims clause of this contract, the assignee shall provide the assignee’s EFT information required by paragraph (c) of this clause.

PAYMENT (22-12)

(nov 08)(BPI 22.2.5)

PROCEDURE(c):

The CO shall include clause 22-12, Payment, in all solicitations and contracts for service and supply, including Intergovernmental Contract’s with Indian Tribes and all non-Federal governmental entities paid in arrears (see 25.3). Do not use this clause when contract financing will be used (see definition at 22.2(c)). It shall also be included in construction solicitations and contracts when progress payments are not anticipated (i.e., payment will be made only on a single payment or a partial payment basis.) The CO may modify the clause to change the frequency of payments (see BPI 22.2), and to eliminate the requirement for written invoices on fixed price supply contracts using the Evaluated Receipt Settlement (ERS) payment method. The face page of the award form shall indicate the address to which invoices are to be sent for processing.

(a) Payment Due Date. Payment (including partial payments or progress payments, if authorized, shall be due not later than thirty (30) calendar days after the later of the date on which BPA actually receives a proper invoice in the designated billing office or the date when the items delivered or completed services are accepted by BPA. According to the Prompt Payment Act, a proper invoice to a Federal Agency is to include bank account information requisite to enable Electronic Funds Transfer (EFT) as method of payment. For purposes of payment only, items will be deemed accepted not later than seven (7) working days after proper delivery. If delivered items or completed services are found defective, the provisions of this paragraph will be reapplied upon receipt of a corrected item or service.

(b) Billing Instructions.

(1) Invoices must include the contractor's name and address, invoice date, contract number, task order number (if applicable), contract line item number, description of products delivered or work performed, price and quantity of item(s) actually delivered or rendered (amounts billed for work performed under a task order must be separately identified by task order number), and the name and address of the person to whom payment will be made, and name (where practicable), title, phone number, mailing address of person to be notified in event of a defective invoice and bank account information required to enable Electronic Funds Transfer (EFT) as method of payment (Invoices will not require banking information if the contractor has that information on file at BPA). Failure to submit a proper invoice may result in a delay in payment including a rejection of invoice pending receipt of a properly amended invoice.

(2) Contractors may bill monthly, or at more frequent intervals as may be agreed to by the CO.

(c) Payment Method. Payments under this contract will be made by electronic funds transfer whenever possible, or by check in very limited circumstances, at the option of BPA.

(d) Prompt Payment Act. This contract is subject to the provisions of the Prompt Payment Act (31 U.S.C. 3901 et seq.), and regulations at 5 CFR Part 1315.

(e) Interest Penalty Payments. If interest penalty payments are determined due under the provisions of the Prompt Payment Act, payment shall be made at the rates determined by the U.S. Treasury Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611).

DISCOUNTS FOR PROMPT PAYMENT (22-10)

(SEP 98)(BPI 22.2.5)

PROCEDURE(a):

The CO may include clause 22-10, Discounts for Prompt Payment, in fixed price solicitations and contracts.

In connection with any discount offered for prompt payment, time shall be computed from the date shown on the invoice or if no date is shown then from the date BPA receives the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the date on which an electronic funds transfer was made.

FEDERAL, STATE, AND LOCAL TAXES (22-15)

(SEP 98)(BPI 22.5.3.4)

PROCEDURE(b):

The CO shall include clause 22-15, Federal, State and Local Taxes, in solicitations and contracts over $100,000 if a fixed price or time and materials contract is contemplated for other than commercial supplies and services (including construction).

(a) The contract price shall include all applicable Federal, State, and local taxes and duties.

(b) The contract price shall be increased by the amount of any after-imposed Federal excise tax or duty, provided the Contractor warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate increase was included in the contract price.

(c) The contract price shall be decreased by the amount of any after-relieved Federal excise tax or duty.

(d) The contract price shall be decreased by the amount of any Federal excise tax or duty, except social security or other employment taxes, that the Contractor is required to pay or bear, or does not obtain a refund of, through the Contractor's fault, negligence, or failure to follow instructions of the CO.

(e) No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250.

(f) Notwithstanding any of the above provisions for adjustment of the contract price in the event of a change in a Federal excise tax or duty after the contract date, no increase in the contract price shall be made for any duty imposed under the Tariff Act of 1930, as amended, (19 U.S.C. 1303) or the Anti-dumping Act of 1921, as amended (19 U.S.C. 160-171).

General Contract Administration

Pre-AWARD ORIENTATION (14-19m)

(aug 09)(BPI 14.5.3)

PROCEDURE:

The CO may include Clause 14-19, Post Award Orientation, in solicitations and contracts when a post award orientation is appropriate.

Offerors who are within the competitive range will be required to participate in a pre-award conference as designated by the Contracting Officer. Each of these offerers shall provide a keyboard tray sample and a return label within five working days from the time of request in order to receive further considerations.

SUBCONTRACTS (14-7)

(SEP 98)(BPI 14.9.1)

PROCEDURE:

The CO may include a clause similar to 14-7, Subcontracts, in solicitations and contracts where it is determined that consent to subcontract is required. Use the clause with its Alternate I when the effort to be subcontracted involves the management or handling of hazardous or toxic wastes. When using Alternate I, add a subparagraph (a) designator to the basic clause, and add paragraph (b) of the alternate.

The Contractor shall not subcontract any work without prior approval of the Contracting Officer, except work specifically agreed upon at the time of award. BPA reserves the right to approve specific subcontractors for work considered to be particularly sensitive. Consent to subcontract any portion of the contract shall not relieve the contractor of any responsibility under the contract.

CONTRACT ADMINISTRATION REPRESENTATIVES (14-2)

(SEP 98)(BPI 14.3.2)

PROCEDURE(b):

The CO shall include a clause similar to 14-2, Contract Administration Representatives, in solicitations and contracts, including IGCs, which require the involvement of representatives of the CO.

(a) In the administration of this contract, the Contracting Officer may be represented by one or more of the following: Contracting Officer's Representative for administrative matters, and Contracting Officer's Technical Representative, Receiving Inspector, and/or Field Inspector for technical matters.

(b) These representatives are authorized to act on behalf of the Contracting Officer in all matters pertaining to the contract, except: (1) contract modifications that change the contract price, technical requirements or time for performance, unless delegated field modification authority (see clause 24-25); (2) suspension or termination of the Contractor's right to proceed, either for default or for convenience of BPA; and (3) final decisions on any matters subject to appeal, as provided in a disputes clause. In addition, Field Inspectors may not make final acceptance under the contract.

BANKRUPTCY (14-18)

(Oct 05)(BPI 14.19.1)

PROCEDURE: COs shall include clause at 14-18, Bankruptcy, in all solicitations and contracts exceeding $100,000.

In the event the Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary, the Contractor agrees to furnish written notification of the bankruptcy to the Contracting Officer responsible for administering the contract. This notification shall be furnished within five days of the initiation of the proceedings relating to bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identify of the court in which the bankruptcy petition was filed, and a listing of Government contract numbers and contracting officers for all Government contracts against final payment has not been made. This obligation remains in effect until final payment under this contract.

socio-economic issues

BUY AMERICAN ACT - SUPPLIES (9-3)

(SEP 98)(BPI 9.1.6)

PROCEDURE:

The following clauses are to be used when the origin of materials and supplies is not known. If the CO knows that the offers received will be all foreign or all domestic products, these clauses need not be used, but a note should be placed in the file to indicate the nature of the offers expected.

(c) The CO shall insert the clause at 9-3, Buy American Act-Supplies, in all solicitations and contracts for supplies, or for services involving the furnishing of supplies which are expected to exceed $50,000, except those for the purchase of (1) civil aircraft and related articles (see clause 9-2); supplies from Canada or Mexico which are expected to exceed $250,000; and (3) information technology equipment or supplies that are commercial products.

(a) The Buy American Act (41 U.S. Code 10a-d) provides that the Government give preference to domestic source end products.

"Components" means those articles, materials, and supplies, which are incorporated directly into the end products.

"End products" means those articles, materials, and supplies to be acquired for public use under this contract.

"Domestic end product" means (1) an unmanufactured end product mined or produced in the United States or (2) an end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as the products referred to in (b) (2) or (3) of this clause shall be treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic.

(b) The Contractor shall deliver only domestic end products, except those

(1) That BPA determines are not mined, produced or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality;

(2) For which BPA determines that domestic preference would be inconsistent with the public interest; or

(3) For which BPA determines the cost to be unreasonable.

(The foregoing requirements are administered in accordance with Executive Order No. 10582, as amended, and Part 9 of the BPI.)

Inspection and Warranty

INSPECTION - SUPPLIES (18-2)

(aug 09)(BPI 18.3.1)

PROCEDURE(b):

The CO shall include a clause similar to that at 18-2, Inspection - Supplies, in solicitations and contracts for supplies which will be manufactured in accordance with a BPA specification. The CO may substitute a paragraph similar to (d) of Alternative I (fill-in current BPA overhead percentage) if, based on past history, the CO wants the right to make immediate correction of non-conforming supplies without notice to the Contractor and charge the Contractor for BPA's costs.

(a) The Contractor shall provide and maintain a quality system covering supplies ("supplies" includes equipment, fabrication processes, raw materials, and intermediate assemblies) in accordance with Unit 3 of this contract.

(b) BPA may inspect and test all supplies called for by the contract at any place and time. If inspection and tests are performed on the Contractors' site, the Contractor shall provide BPA reasonable facilities and assistance. Except as otherwise provided in the contract, BPA shall bear the expense of BPA inspections or tests made at other than the Contractor's or subcontractor's premises; provided that, in case of rejection, BPA shall not be liable for any reduction in the value of inspection or test samples. BPA is not obligated to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract. BPA will perform inspections and tests in a manner that will not unduly delay the work.

(c) BPA may either reject or require correction of nonconforming supplies.

(d) Inspections and tests by BPA do not relieve the Contractor of responsibility for defects or other failures to meet contract requirements discovered before acceptance. Lack of inspection by BPA shall not relieve the Contractor of any obligations under this contract.

WARRANTY - SUPPLIES (18-8)

(SEP 98)(BPI 18.5.1)

PROCEDURE(b):

The CO shall include a clause similar to that at 18-8, Warranty - Supplies in solicitations and contracts for supplies other than heavy electrical supplies, tower steel, or commercial supplies and services. For Design-Supply-Construct contracts and Furnish-and-Install contracts, the clause should be modified so that the warranty begins upon acceptance rather than delivery.

(a) The Contractor warrants that the supplies ("supplies" includes equipment, fabrication processes, raw or finished materials, and intermediate assemblies) conform to contract requirements. The Contractor also warrants that supplies are free of design defects (except defects in BPA-provided final designs) and defects in materials or workmanship.

(b) The Contractor shall replace or repair any supplies which fail in operation within 12 months from the date of receipt. The Contracting Officer will give written notice of any defect or nonconformance to the Contractor within a reasonable period of time after discovery. Replacements of contract items shall be made promptly and on an FOB destination basis. BPA will install replacements at no expense to the Contractor.

(c) Supplies replaced under the provisions of this warranty shall remain the property of BPA unless the Contractor wishes to obtain ownership. In this case, the Contractor shall notify BPA of such in writing not later than the date of receipt by BPA of the replacement supplies. The Contractor is responsible for packaging and shipping costs.

(d) The rights and remedies of BPA provided in this clause are in addition to and do not limit any rights afforded to BPA by any other clause of this contract or under applicable Federal or State law, including the Uniform Commercial Code.

Termination

TERMINATION FOR THE CONVENIENCE OF BPA (20-2)

(may 07)(BPI 20.4.1)

PROCEDURE:

The CO shall include clause 20-2, Termination for the Convenience of BPA, in solicitations and contracts exceeding $100,000 which are not for commercial supplies and services, including construction, and which have relatively lengthy delivery times, unless clause 20-1 is used.

(a) BPA may terminate all or any part of this contract, at any time, upon written notice to the contractor. Upon receipt of the termination notice, the contractor shall stop work on the terminated portion of the contract.

(b) The contract amount shall be revised as a result of termination under this clause. On fixed-price contracts the revised amount shall not exceed the pre-termination contract price, excluding payments already received, plus reasonable termination expenses. On cost-reimbursement contracts it will not exceed the total of allowable and allocable costs of performance prior to termination, excluding payments already received, plus reasonable termination expenses, plus an adjustment of the fee on the terminated portion of the contract. No payment will be made for anticipated profits on the terminated portion, or consequential damages, of the contract. The contractor shall submit a settlement proposal within 30 days of the notice of termination.

(c) The Contracting Officer may direct the disposition of material produced or acquired for the work terminated, or any completed or partially completed items.

TERMINATION FOR DEFAULT (20-3)

(SEP 98)(BPI 20.5.1)

PROCEDURE:

The CO shall include clause 20-3, Termination for Default, in all solicitations and contracts exceeding $100,000, including cost-reimbursable or time and materials contracts, unless the CO otherwise determines that BPA’s interests are adequately protected regarding failure of the Contractor to perform, and documents the award file in writing of a determination to not include the default clause. Use the clause with its Alternate I for fixed-price contracts. When using the Alternate I, add paragraph (c) to the basic clause.

(a) BPA reserves the right to terminate any or all of any undelivered or unexecuted portion of this contract for cause if the contractor fails to make any delivery, fails to prosecute the work, or to perform as scheduled, or if any of the contract terms are breached. However, the contractor shall not be terminated for default if the failure to perform arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of those causes are: (1) acts of God or of the public enemy, (2) acts of the Government in its sovereign or BPA in its contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather.

(b) The Contracting Officer may direct the disposition of material produced or acquired for the work terminated, and the disposition of any completed or partially completed items.

disputes

APPLICABLE LAW (21-5)

(SEP 98)(BPI 21.3.12)

PROCEDURE(d):

The CO shall include clause 21-5, Applicable Law, in all contracts exceeding $100,000.

Per BPI 25.2.1(12), CO's shall include the clause in IGCs, if applicable to the particular project.

Irrespective of the place of performance, this contract will be construed and interpreted according to the federal common law of government contracts, as enunciated and applied by federal judicial bodies, boards of contract appeals, and quasi-judicial agencies of the Federal Government. To the extent that the federal common law of government contracts is not dispositive, the laws of the State of Oregon shall apply.

UNIT 3 — SPECIFICATIONS

● Ability to easily move the mouse platform from left to right, or remove from platform.

● Surface or the platform should be coated or covered with material to prevent movement (sliding) of the keyboard or any pointing device placed directly on the platform, when the platform is tilted.

● Keyboard and mouse stop (this prevents the keyboard and mouse from falling off the tray while in negative tilt mode).

Yes

●Able to work w/BPA standard work surface depth – side & corner Surface installation - BPA corner desk standard is Steelcase Details Series 7. (70" x 70" x 24" (23" actual work surface depth)) Yes

● Keyboard tray able to completely slide under and into desk ●Ball bearing track

Yes

● Antimicrobial Product Protection.

● Gel filled palm rest for keyboard and mouse.

● Variety of palm supports for use with various keyboards and pointing devices.

● Palm support covered with smooth surface allowing the user's palms to move across surface without sticking or creating heat or friction over prolonged periods of use.

Yes

Yes

● Easy adjust "Dial-a-Tilt" large knob to set platform to range of 10º positive and greater than 15º negative.

● Visual indicator of tilt.

● Tilt Control Knob with Height & Tilt Indicator.

● Ability to retract tray without changing tilt setting.

● Ability to "lock out" positive tilt function.

● "Low profile" prefered, allowing more clearance for legs and knees.

Yes

● Palm support can be positioned at least 2.5" lower than the surface the mechanism is attached to.

● Underside of Surface 28.25 from floor to surface, palmrest at 25.25" when set in 15 degrees of negative slope.

● Lock and lift style mechanism is highly desireable.

Yes

Yes

Yes

Yes

● Quick ship is shipping within 10 days.

Yes

Yes

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