SFO - DOL099RP20660.pdf

SFO NO. DOL099RP20660 INITIALS: &

03/03/2009 1 LESSOR GOV'T

SOLICITATION FOR OFFERS –DOL099RP20660

All Offers are due by 2:00 p.m. Eastern Time on April 2, 2009

THE UNITED STATES DEPARTMENT OF LABOR

for

THE OFFICE OF JOB CORPS

in

Los Angeles, CA

POCs: Maria J. Pizarro, Contracting Officer–PIZARRO.MARIA@DOL.GOV (202) 693-4578 Jim Kinslow, Contracting Officer–KINSLOW.JAMES@DOL.GOV (202) 693-4583 Sandra Foster, Contracting Officer–FOSTER.SANDRA.E@DOL.GOV (202) 693-4596

Publication Disclosure This action has been identified as being funded under the American Recovery and Reinvestment Act, PL.

111-5 (February 17, 2009) ARRA. For each such government contract, DOL is required to post certain details of the contract on the DOL Website, which is linked to Recovery.gov via the award number. For contracts over $500,000, DOL is also required to post a summary of the contract.

Notice of Funding Availability This project has been identified as being funded under the American Recovery and Reinvestment Act (ARRA), PL. 111-5 (February 17, 2009). While funds are not presently available within the Department of Labor to fund this project, we anticipate funds will become available by 1 April 2009. If ARRA funds become available, contract award will be made no later than June 1, 2009. If ARRA funds are not made available, this action may be cancelled. No pre-award costs will be reimbursed by the Government.

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TABLE OF CONTENTS

1. 0 SUMMARY

1.1 AMOUNT AND TYPE OF SPACE

1.2 UNIQUE REQUIREMENTS

1.3 LEASE TERM

1.4 SUBMISSION OF OFFERS

1.5 ACCESS AND APPURTENANT AREAS

1.6 SERVICES, UTILITIES, MAINTENANCE: GENERAL

1.7 AREA OF CONSIDERATION

1.8 LOCATION: CITY CENTER

1.9 OCCUPANCY DATE

1.10 QUALITY AND APPEARANCE OF BUILDING

1.11 BUILDING SHELL REQUIREMENTS

1.12 SEISMIC SAFETY

1.13 SEISMIC SAFETY FOR EXISTING CONSTRUCTION

2. 0 BASIS OF AWARD

2.1 AWARD FACTORS

2.2 NEGOTIATIONS

2.3 PRICE EVALUATION

2.4 CLAUSES

3. 0 OFFER SUBMISSION REQUIREMENTS

3.1 EVIDENCE OF CAPABILITY TO PERFORM

3.2 BUILDING AND SITE INFORMATION SUBMITTALS

3.3 GREEN LEASE SUBMITTALS

4. 0 UTILITIES, SERVICES, AND LEASE ADMINISTRATION

4.1 MEASUREMENT OF SPACE

4.2 TAX ADJUSTMENT

4.3 OPERATING COSTS

4.4 NORMAL HOURS

4.5 UTILITIES SEPARATE FROM RENTAL/BUILDING OPERATING PLAN

4.6 MAINTENANCE AND TESTING OF SYSTEMS

4.7 NOVATION AND CHANGE OF NAME

4.8 CENTRAL CONTRACTOR REGISTRATION

5. 0 DESIGN, CONSTRUCTION, AND OTHER POST AWARD ACTIVITIES

5.1 FIRE PROTECTION FOR NEW CONSTRUCTION

5.2 WORK PERFORMANCE

5.3 LIQUIDATED DAMAGES

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1.0 SUMMARY

1.1 AMOUNT AND TYPE OF SPACE

A. The Department of Labor is interested in leasing building space and will require no less than 100,000 useable square feet of space. Based upon DOL’s planning factor, the total gross square footrequirement is 136,000. DOL requires the following “use types”and the associated useable square feet:

1. Dormitory Space (56,500 useable square feet) –including 200 double occupancy units, with 1 bathroom/2 rooms; as well as lounge, laundry, study and office areas on each residential floor.

2. Classroom Library (5,400 useable square feet)

3. Dining Facility/Kitchen (14,000 useable square feet)

4. Administrative/Office (8,300 useable square feet)

5. Medical Clinic (6,200 useable square feet)

6. Storage/Support (7,500 useable square feet)

7. Job Corps space requirements are further defined in the document entitled “Program of Requirements for Los Angeles Job Corps Center”(See Attachment A).

B. If co-occupancy is proposed, the Government requires a dedicated, separate entry for the Job Corps students and facility and the ability to physically separate and secure the Job Corps spaces from other tenants/spaces within the building.

C. The Government DOES NOT require parking at this location; however, Offerors should take into account any parking provisions necessitated by local and national codes.

D. The offer shall 1) be for space located in a quality building of sound and substantial construction as described in this SFO, 2) have a potential for efficient layout, 3) be within the ABOA square footage range to be considered, and 4) be in compliance with all of the Government’s minimum requirements set forth herein.

E. The design of the space offered shall be conducive to efficient layout and good utilization as determined by the Government. To demonstrate potential for efficient layout, the Offeror may be requested to provide a test fit layout at the Offeror’s expense when the space offered contains certain features like:

1. Narrow column spacing;

2. Atriums, light wells, or other areas interrupting contiguous spaces;

3. Extremely long, narrow runs of space;

4. Irregular space configurations; or

5. Other unusual building features.

6. The Government will advise the Offeror if the test fit layout demonstrates that the Government's requirement cannot be accommodated within the space offered. The Offeror will have the option of increasing the ANSI/BOMA Office Area square footage offered, provided that it does not exceed the maximum ANSI/BOMA Office Area square footage in this SFO. If the Offeror is already providing the maximum ANSI/BOMA Office Area square footage and cannot house the Government's space requirements efficiently, then the Government will advise the Offeror that the offer is unacceptable.

F. Unless otherwise noted, all references in this SFO to square feet shall mean ANSI/BOMA Office Area square feet (ABOA). The terms ANSI/BOMA Office Area (ABOA) and usable square feet (usf) are used interchangeably throughout this SFO and its attachments.

1.2 UNIQUE REQUIREMENTS

The offered building and/or location must meet the criteria for sustainable design and development, energy efficiency, and verification of building performance in accordance with the “Guiding Principles for Federal Leadership in High Performance and Sustainable Buildings” as set forth in the Federal Leadership in High Performance and Sustainable Buildings Memorandum of Understanding (2006). In addition, Offers shall comply with Leased Building Requirements included in the Energy Independence and Security Act of 2007.

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1.3 LEASE TERM

The lease term is for twenty (20) years. The lease will include a one-year base period followed by nineteen (19) one-year renewal periods. At its option, DOL will issue a notice of intent to exercise each renewal period within sixty (60) days before expiration. Thirty days before expiration DOL will issue a modification executing the next option period. DOL may terminate this lease in whole or in part at any time upon giving 180 days’written notice to the Lessor. All the terms and conditions contained herein shall prevail throughout the term of the lease. Said notice shall be computed commencing with the day after the date of mailing. Lessor shall be reimbursed for unamortized Government improvements if Lessee terminates within the twenty year term. For purposes of this Lease, tenant improvements will be amortized over twenty (20) years from the commencement of this Lease.

1.4 SUBMISSION OF OFFERS

Offers must be submitted by the closing date and time identified on the cover of this document and shall remain valid for a period of no less than 90 days.

1.5 ACCESS AND APPURTENANT AREAS

The right to use appurtenant areas and facilities is included. The Government reserves the right to post Government rules and regulations applicable to the leased spaced.

1.6 SERVICES, UTILITIES, MAINTENANCE: GENERAL

Utilities, shall be provided by the Lessor. DOL shall pay for utilities, janitorial, and maintenance. The Lessor shall have an onsite building superintendent or a locally designated representative available to promptly respond to deficiencies, and immediately address emergency situations.

1.7 AREA OF CONSIDERATION

To be considered, buildings must be located within the Central Business District of Los Angeles City. Buildings which face and have street addresses on the boundary streets are deemed to be within the delineated area. A contract will not be awarded to an Offeror proposing a property located within a base flood plain or wetland, unless the Government has determined that there is no practicable alternative. See map below.

1. North Boundary: US Route 101

2. South Boundary: I -10 Santa Monica Freeway

3. East Boundary: Los Angeles River

4. West Boundary: 110 Harbor Freeway

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1.8 LOCATION: CITY CENTER

A. NEIGHBORHOOD:

Space shall be located in an area appropriate for a residential education facility for young adults. Given the makeup of Job Corp students, (16-24 years old) DOL requires that the building NOT be in close proximity to businesses that could potentially have an adverse affect on impressionable youth. Such businesses include, but are not limited to, adult entertainment or gambling establishments and businesses serving alcoholic beverages or selling firearms.

B. PARKING:

Parking is not a requirement of The Office of Job Corps; however, Offerors shall comply with local and national building codes, as appropriate.

C. LOCATION OF AMENITIES:

A variety of inexpensive and moderately priced fast food or eat-in restaurants shall be located within the immediate vicinity of the building, but generally not exceeding a“walkable”1/2 mile, as determined by the Contracting Officer.

D. PUBLIC TRANSPORTATION:

A commuter rail, light rail, bus stop, or subway station shall be located within the immediate vicinity of the building.

1.9 OCCUPANCY DATE

Occupancy is required as soon as possible but in any event no later than November 1, 2012.

1.10 QUALITY AND APPEARANCE OF BUILDING

The space offered shall be located in a modern building with a facade of stone, marble, brick, stainless steel, aluminum, or other permanent materials in good condition acceptable to the Contracting Officer. If not in a new building, the space offered shall be in a building that has undergone, or will complete by occupancy, first class modernization or adaptive reuse for space with modern conveniences. If the modernization work is underway or proposed, then architectural plans acceptable to the Contracting Officer shall be submitted as part of the offer. The building shall be compatible with its surroundings. Overall, the building shall project an aesthetically-pleasing appearance including an attractive front and entrance way. The building shall have energy-efficient windows or glass areas consistent with the structural integrity of the building, unless not appropriate for intended use. The facade, downspouts, roof trim, and window casing shall be clean and in good condition.

1.11 BUILDING SHELL REQUIREMENTS

The Base Building Requirements and Job Corps Center specific tenant fit out space standards are further described in “Planning, Design, and Construction Administration Guidelines for Architects and Engineers” (JCH-814) and “Leased Building Requirements for LosAngeles Job Corps Center”.

1.12 SEISMIC SAFETY

A. All offers received in response to this SFO will be evaluated to determine whether the offers fully meet National Institute of Standards and Technology (NIST) NISTIR 5382, Interagency Committee on Seismic Safety in Construction (ICSSC) RP 6, Standards of Seismic Safety for Existing Federally Owned or Leased Buildings, as modified below.

B. “Fully meets” as used herein with regard to the seismic safety requirements means that the Offeror has provided a written certification (example available for the Contracting Officer) with the initial offer, from a licensed structural engineer certifying that both the building design and construction are in full compliance with the life-safety performance level of NISTIR 5382, ICSSC RP 4, Standards of Seismic Safety for Existing Federally Owned or Leased Buildings, AS MODIFIED HEREIN:

1. FEMA-178, NEHRP Handbook for the Seismic Evaluation of Existing Buildings, shall be replaced with FEMA-310, Handbook for the Seismic Evaluation of Buildings: A Prestandard.

2. Section 1.3.1, Post-Benchmark Buildings (Table 1: Advisory Benchmark Years) shall be replaced with the below table.

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BENCHMARK BUILDINGS (Table 3-1 of FEMA-310) Model Building Seismic

Design Provisions BUILDING TYPE1 BOCAls SBCCIls UBCls

Wood Frame, Wood Shear Panels (Type W1 and W2)2 1992 1993 1976 Wood Frame, Wood Shear Panels (Type W1A) 1992 1993 1976 Steel Moment Resisting Frame (Type S1 and S1A) ** ** 19944

Steel Braced Frame (Type S2 and S2A) 1992 1993 1988 Light Metal Frame (Type S3) * * * Steel Frame w/Concrete Shear Walls (Type S4) 1992 1993 1976 Reinforced Concrete Moment Resisting Frame (Type C1)3 1992 1993 1976 Reinforced Concrete Shear Walls (Type C2 and C2A) 1992 1993 1976

Steel Frame with URM Infill (Type S5 and S5A) * * * Concrete Frame with URM Infill (Type C3 and C3A) * * * Tilt-up Concrete (Type PC1 and PC1A) * * 1997 Precast Concrete (Type PC2 and PC2A) * * * Reinforced Masonry (Type RM1) * * 1997 Reinforced Masonry (Type RM2) 1992 1993 1976 Unreinforced Masonry (Type URM)5 * * 19916

Unreinforced Masonry (Type URMA) * * *

1 Building Type refers to one of the Common Building Types defined in Table 2-2 of FEMA-310.

2 Buildings on hillside sites shall not be considered Benchmark Buildings.

3 Flat Slab Buildings shall not be considered Benchmark Buildings.

4 Steel Moment-Resisting Frames shall comply with Section 2213.7.1.2 of the Uniform Building Code.

5 URM buildings evaluated using the ABK Methodology (ABK, 1984) may be considered Benchmark Buildings.

6 Refers to the UBCB Section of the UBC.

ls Only buildings designed and constructed or evaluated in accordance with FEMA-310 and being evaluated to the

Life-Safety Performance level may be considered Benchmark Buildings.

* No Benchmark year; building shall be evaluated using FEMA-310.

** Local provisions shall be compared with the UBC.

BOCA Building Officials and Code Administrators, National Building Code.

SBCCI Southern Building Code Congress International, Standard Building Code.

UBC International Conference of Building Officials, Uniform Building Code.

3. Section 1.3.2, Leased Buildings, shall be revised as follows:

a. Buildings leased by the federal Government are exempt from these standards if both of the following apply:

i. The leased space is less than 10,000 square feet AND

ii. The building is located in Regions of Low Seismicity in accordance with FEMA-310. According to FEMA-310, buildings located on sites for which the design short-period response acceleration, SS, is less than 0.167 gravity (g), or for which the design one-second period response acceleration, S1, is less than 0.067 g, shall be considered to be located within Regions of Low Seismicity.

4. FEMA-310, Handbook for the Seismic Evaluation of Buildings: A Prestandard, can be obtained by calling the Federal Emergency Management Agency (FEMA) Distribution Center at (800) 480-2520.

5. NISTIR 5382, ICSSC RP 4, Standards of Seismic Safety for Existing Federally Owned or Leased Buildings, can be obtained from the Building and Fire Research Laboratory, National Institute of Standards and Technology, Gaithersburg, MD 20899.

C. "Substantially meets" as used herein with regard to the seismic safety requirements will be determined by the Government based upon the Offeror’s evaluation by a licensed structural engineer that specifically describes all exceptions to full compliance with the Model Building Seismic Design Provisions as shown in the Benchmark Buildings table above. The Offeror shall evaluate the building by using FEMA-310 and shall identify all deficiencies

1.13 SEISMIC SAFETY FOR EXISTING CONSTRUCTION

A. DEFINITIONS, FOR THE PURPOSE OF THIS PARAGRAPH:

1. “Engineer” means a professional civil or structural engineer licensed in the state where the property is located.

2. “ASCE/SEI 31” means, American Society of Civil Engineers Standard “Seismic Evaluation of Existing Buildings”. ASCE/SEI 31 can be purchased from ASCE at (800) 548-2723, or by visiting HTTP://WWW.PUBS.ASCE.ORG.

3. “RP 6” means, “Standards of Seismic Safety for Existing Federally Owned and Leased Buildings and Commentary,” issued by the Interagency Committee on Seismic Safety in Construction as ICSSC RP 6 and the National Institute of Standards and Technology as NISTIR 6762. RP 6 can be obtained from the Building and Fire Research Laboratory, National Institute

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of Standards and Technology, Gaithersburg, MD 20899, or by visiting

HTTP://FIRE.NIST.GOV/BFRLPUBS/BUILD02/PDF/B02006.PDF

4. “Seismic Standards” mean the Life Safety Performance Level of RP 6, unless otherwise specified.

5. “Seismic Certificate” means a certificate executed by an Engineer on the Certificate of Seismic Compliance form included with this solicitation, together with any required attachments.

6. “Tier 1 Evaluation” means an evaluation by an Engineer in accordance with Chapters 2.0 and 3.0 of ASCE/SEI 31. A Tier 1 Evaluation must include the appropriate Structural, Nonstructural and Geologic Site Hazards and Foundation Checklists.

7. “Tier 2 Evaluation” means an evaluation by an Engineer in accordance with Chapter 4.0 of ASCE/SEI 31.

8. “Tier 3 Evaluation” means an evaluation by an Engineer in accordance with Chapter 5.0 of ASCE/SEI 31.

B. The Government intends to award a lease to an Offeror of a building that meets the Seismic Standards. .

C. In order to meet the Seismic Standards, an offer must either include a Seismic Certificate establishing that the offered building complies with the Seismic Standards or include a commitment to renovate the building to comply with the Seismic Standards prior to delivery of the space.

1. The Offeror shall provide, with its initial offer, a Seismic Certificate. This certificate must be based upon a Tier 1 Evaluation and must include the checklists from the Tier 1 Evaluation.

a. If the Tier 1 Evaluation does not demonstrate compliance with the Seismic Standards, the Offeror may obtain a Tier 2 or Tier 3 Evaluation in order to demonstrate compliance with the Seismic Standards. If the Offeror submits a Seismic Certificate based on a Tier 2 or Tier 3 Evaluation, the data, working papers, and reports from such evaluation must be made available to the Government.

b. The Contracting Officer may, at his/her discretion, allow an Offeror to submit a Seismic Certificate after the deadline for best and final offers. However, the Contracting Officer is not obligated to delay award in order to enable an Offeror to submit a Seismic Certificate.

2. If the Offeror proposes to renovate the building in order to meet the Seismic Standards, the Offeror must provide the construction schedule with the offer. All design and construction documents for the renovation, including structural calculations, drawings, specifications, geotechnical report(s), etc. shall be made available to the Government prior to construction. If the offer includes a commitment to renovate the building to meet the Seismic Standards, the Lessor must deliver a Seismic Certificate establishing that the building conforms to the Seismic Standards prior to delivery of the space to the Government; the space shall not be considered substantially complete until an acceptable Seismic Certificate has been delivered to the Contracting Officer.

2.0 BASIS OF AWARD

A. A contract will be awarded to the Offeror whose offer is determined to be most advantageous to the Government, price and other non-price related factors considered.

B. Offerors must submit proposals that are responsive to the requirements, as identified, in this solicitation. In addition, to submitting proposals that are responsive to the solicitation, Offerors may submit alternate proposals for consideration. Alternate proposals may include, but are not limited to, proposals that include revised delivery dates that would provide a significant cost savings to the Government, the proposed direct sale of property for Government construction of the proposed facility, proposals for other types of leases (i.e.; lease to own, advance rent payments, or sale of a facility to the Government). Each alternate proposal must be submitted under separate cover and must be clearly marked as an ALTERNATE PROPOSAL. Alternate proposals must also include the Offeror’s name, address, and other identifying information.

C. Questions pertaining to this solicitation must be submitted to the Contracting Officer at: PIZARRO.MARIA@DOL.GOV no later than 2:00 p.m. Eastern Time on March 9, 2009.

2.1 AWARD FACTORS

A. The following award factor(s) are listed in descending order of importance and when combined, are considered significantly more important than price:

1. Proximity to 1031 South Hill Street, Los Angeles, CA 90015

2. Capability to commence construction activities on or before June 16, 2009

3. Capability to meet design requirements in accordance with the Program of Requirements (Attachment A)

4. Use of integrated design; high energy performance; water conservation; high indoor environmental quality, and use of environmentally responsive materials in accordance with the provisions of the solicitation

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5. Capability to provide Government occupancy for the intended purpose not later than 1 November 2012

6. Past Performance

7. Price (evaluated independently, in accordance with paragraph 2.3)

B. The following adjectival ratings will be utilized to evaluate and rate technical proposals:

1. Excellent - The proposal demonstrates an excellent understanding of the requirement and the proposed approach exceeds all performance and/or capability requirements. The proposal possesses a number of significant strengths and no known material weaknesses. The proposal is comprehensive, exceeds all requirements and objectives, and has a high probability of satisfying the government’s requirement with little or no risk.

2. Very Good - The proposal demonstrates a very good understanding of the requirement and the proposed approach meets or exceeds all performance and/or capability requirements. The proposal has one or more strengths and no material weaknesses that would significantly affect performance. The proposal is detailed in nature, meets or exceeds the government’s requirement, and has a very good probability of satisfying the requirement with minimal risk to the government.

3. Good - The proposal demonstrates a good understanding of the requirement and the proposed approach meets all performance and/or capability requirements. The proposal has no known strengths and few material weaknesses that could affect performance. The proposal has sufficient detail and has a good probability of satisfying the requirement with only moderate risk to the government.

4. Marginal - The proposal demonstrates a limited understanding of the requirement and the proposed approach marginally meets performance and/or capability requirements. The proposal has no known strengths and a number of weaknesses, including several minor omissions, which could significantly affect performance. The proposal lacks sufficient detail, demonstrating a misunderstanding of the requirement, indicating only a marginal probability of being able to satisfy the requirement without significant risk to the government.

5. Unsatisfactory–The proposal demonstrates a complete misunderstanding of the requirement and the proposed approach fails to meet performance and/or capability requirements. The proposal has no known strengths and a number of significant weaknesses, including several major omissions, which would significantly affect performance. The proposal lacks significant detail and is highly unlikely to satisfy the requirement due to the unacceptable level of risk to the government.

2.2 NEGOTIATIONS

A. Negotiations will be conducted on behalf of the Government by the Contracting Officer (or the Contracting Officer's designated representative). The Contracting Officer is identified on the cover of this document. The Contracting Officer will negotiate the lease price for the initial term (base period), any renewal periods, and any other aspect of the offer as deemed necessary.

B. The Offeror shall not enter into negotiations concerning the space leased or to be leased with representatives of federal agencies other than the Contracting Officer or designee.

C. The Contracting Officer, or designated representative, may conduct oral or written negotiations with all Offerors that are within the competitive range. The competitive range will be established by the Contracting Officer on the basis of price and other non-price related factors identified in this SFO and will include all of the most highly rated proposals, unless the range is further reduced for the purpose of efficiency. Offerors who are not included in the competitive range will be notified in writing. The Government reserves the right to award without discussions.

D. All Offerors will be provided a reasonable opportunity to submit any technical, price, or other revisions to their offer that may be required as a result of negotiations. Negotiations will be closed with submission of Final Proposal Revisions.

2.3 PRICE EVALUATION

A. Offerors shall propose fixed annual rental prices for the base period and each of the nineteen (19) option periods, on a rentable square foot basis. Offerors are cautioned not to submit unbalanced offers by proposing prices for any period(s) that are significantly higher or lower than the prices for other periods, except that increases for expected costs, reasonable discounts, or periodic resetting of fixed rental rates at various points, may be offered. See Paragraph 3.1 (C), Price Schedule.

B. Fixed rent shall include all costs and expenses anticipated by the offeror, including all mortgage and/or construction expenses, commissions, labor and material costs, overhead, general and administrative costs, taxes, and all profit desired to be realized.

C. Requests for Equitable Adjustment [for tax increases] must be submitted within 30 days of the annual tax assessment.

D. Alternate proposals will be evaluated based on cost realism and the best value to the Government.

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2.4 CLAUSES

A. The following clauses are hereby incorporated by reference:

52.217-5 Evaluation of Options (Jul 1990)

52.252-2 Clauses Incorporated by Reference (Feb 1998)

B. If an Offeror proposes to satisfy the requirements of this SFO through the construction of a new building, or the complete rehabilitation or reconstruction of an existing building, and the Government will be the sole or predominant tenant such that any other use of the building will be functionally or quantitatively incidental to the Government’s use and occupancy, the following clauses shall apply to all work (including base building and tenant improvements) performed prior to the Government's acceptance of space as substantially complete. Full text versions of these clauses are available upon request from the Contracting Officer. Full text versions are also available at the following web site: HTTP://WWW.ARNET.GOV/FAR/

52.222-4 Contract Work Hours and Safety Standards Act - Overtime Compensation (Jul 2005)

52.222-6 Davis-Bacon Act (Jul 2005)

52.222-7 Withholding of Funds (Feb 1998)

52.222-8 Payrolls and Basic Records (Feb 1998)

52.222-9 Apprentices and Trainees (Jul 2005)

52.222-10 Compliance with Copeland Act Requirements (Feb 1998)

52.222-11 Subcontracts (Labor Standards) (Jul 2005)

52.222-12 Contract Termination-Debarment (Feb 1998)

52.222-13 Compliance with Davis-Bacon and Related Act Regulations (Feb 1998)

52.222-14 Disputes Concerning Labor Standards (Feb 1998)

C. The following clauses are hereby incorporated by full text:

52.212-4 Contract Terms and Conditions–Commercial Items (Oct 2008)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract.

The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Government-wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget

(OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of 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 specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

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(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l)Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The STANDARD FORM 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR SUBPART 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of onebusiness day’s written notification of its intention to (A)change the name in the CCR database; (B) comply with the requirements of SUBPART 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see SUBPART 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at HTTP://WWW.CCR.GOV or by calling 1-888-227-2423 or 269-961-5757.

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders –Commercial Items (Jun 2008)

(A) THE CONTRACTOR SHALL COMPLY WITH THE FOLLOWING FEDERAL ACQUISITION REGULATION (FAR) CLAUSES, WHICH ARE

INCORPORATED IN THIS CONTRACT BY REFERENCE, TO IMPLEMENT PROVISIONS OF LAW OR EXECUTIVE ORDERS APPLICABLE TO ACQUISITIONS OF

COMMERCIAL ITEMS:

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(G)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(G)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78)

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253G and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251

NOTE)).

__ (3) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657A).

__ (4) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JULY 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657A).

__ (5) [Reserved] __ (6)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-6.

__ (iii) Alternate II (Mar 2004) of 52.219-6.

__ (7)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (8) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(D)(2) and (3)).

__ (9)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) (15 U.S.C. 637(D)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (10) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(A)(14)).

__ (11) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(D)(4)(F)(I)).

__ (12)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323)

(if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (13) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (14) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (15) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 F).

__ (16) 52.219-28, Post Award Small Business Program Rerepresentation (June 2007) (15 U.S.C. 632(A)(2)).

_X_ (17) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (18) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).

_X_ (19) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (20) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

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_X_ (21) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (22) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

_X_ (23) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans

(Sept 2006) (38 U.S.C. 4212).

__ (24) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

__ (25) 52.222-54, Employment Eligibility Verification (JAN 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (26)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008)

(42 U.S.C. 6962(C)(3)(A)(II)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(I)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (27) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259B).

__ (28)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O.

13423).

__ (ii) Alternate I (DEC 2007) of 52.223-16.

__ (29) 52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10A-10D).

__ (30)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (Feb 2009) (41 U.S.C. 10A-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78, 108-286, 109-53 and 109-169).

__ (ii) Alternate I (Jan 2004) of 52.225-3.

__ (iii) Alternate II (Jan 2004) of 52.225-3.

__ (31) 52.225-5, Trade Agreements (NOV 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (32) 52.225-13, Restrictions on Certain Foreign Purchases (June2008) (E.O.’s, proclamations, and statutes administered by the

Office of Foreign Assets Control of the Department of the Treasury).

__ (33) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (34) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (35) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(F), 10 U.S.C. 2307(F)).

__ (36) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(F), 10 U.S.C. 2307(F)).

_X_ (37) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31…