FA4600-18-R-0015.pdf

Repair HVAC Golf Course Ph4, B

**ONLY ELECTRONIC SUBMISSION OF BIDS VIA AMERDEC WILL BE ACCEPTED FOR THIS REQUIREMENT IAW SECTION L** **Site Visit Date and Time, Question Due Date and Time, and Proposal Due Date and Time can all be found in SECTION L - NOTICE TO BIDDERS**

1. Bidders must complete and return the SF1442 front and back (2 pages) and Section K (Reps and Certs) by the date and time specified in Block 13A of the SF 1442. Fax, e-mail and hardcopy proposals w ill NOT be accepted.

2. of feror shall acknow ledge receipt of all amendments by annotating amendmnt number and date in Block 19 of the SF 1442, or by signing the SF 30 Amendment and provide w ith required bid documents.

3. The North American Industry Classifcation System (NAICS) code is 236220 - Size Standard of $36.5M.

4. The Magnitude of this project is betw een $250,000.00 and $500,000.00.

5. This acquisition is 100% set aside for for small business. One aw ard based on low est total contract price w ill be issued.

Important: A Bid Bond of 20% is required w ith the bid, see clause FAR 52.228-1.

CONNOR P DEJAC 402-294-9605

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

10. THE GOVERNMENT REQUIRES PERFORMANCE OF THE WORK DESCRIBED IN THESE DOCUMENTS

NEGOTIATED

14-Aug-2018

(RFP)

(IFB)X

CALL:

B. TELEPHONE NO. (Include area code) (NO COLLECT CALLS)

See Item 7

2. TYPE OF SOLICITATION

SEALED BID

3. DATE ISSUED

9. FOR INFORMATION A. NAME

SOLICITATION

NSN 7540-01-155-3212 1442-101 STANDARD FORM 1442 (REV. 4-85)

Prescribed by GSA

FAR (48 CFR) 53.236-1(e)

11. The Contractor shall begin performance w ithin _______10 calendar days and complete it w ithin ________150 calendar days after receiving aw ard, X notice to proceed. This performance period is mandatory, negotiable. (See _________________________52.211-10 AltI

12 A. THE CONTRACTOR MUST FURNISH ANY REQUIRED PERFORMANCE AND PAYMENT BONDS?

(If "YES," indicate within how many calendar days after award in Item 12B.)

X YES NO

13. ADDITIONAL SOLICITATION REQUIREMENTS:

A. Sealed offers in original and __________1 copies to perform the w ork required are due at the place specif ied in Item 8 by ___________ local time ______________17 Sep 2018 (date). If this is a sealed bid solicitation, offers must be publicly opened at that time.

shall be marked to show the offeror's name and address, the solicitation number, and the date and time of fers are due.

B. An offer guarantee X is, is not required.

C. All offers are subject to the (1) w ork requirements, and (2) other provisions and clauses incorporated in the solicitation in full text or by reference.

D. Offers providing less than _______60 calendar days for Government acceptance after the date offers are due w ill not be considered and w ill be rejected.

SOLICITATION, OFFER,

AND AWARD

(Construction, Alteration, or Repair)

1. SOLICITATION NO.

IMPORTANT - The "offer" section on the reverse must be fully completed by offeror.

4. CONTRACT NO.

7. ISSUED BY CODE

55 CONTRACTING SQ

101 WASHINGTON SQ. BLDG 40

OFFUTT AFB NE 68113

FA4600

PAGE OF PAGES

1 OF

CODE

(Title, identifying no., date):

12B. CALENDAR DAYS

02:00 PM (hour)

Sealed envelopes containing offers

5. REQUISITION/PURCHASE REQUEST NO. 6. PROJECT NO.

8. ADDRESS OFFER TO (If Other Than Item 7)

FAX:TEL: 402-232-6356 TEL: FAX:

FA460018R0015 53

20B. SIGNATURE

(REV. 4-85)STANDARD FORM 1442 BACK

TO SIGN

NSN 7540-01-155-3212

SOLICITATION, OFFER, AND AWARD (Continued) (Construction, Alteration, or Repair)

CODE FACILITY CODE

17. The offeror agrees to perform the w ork required at the prices specif ied below in strict accordance w ith the terms of this solicitation, if this offer is accepted by the Government in w riting w ithin ________ calendar days after the date offers are due.

the minimum requirements stated in Item 13D. Failure to insert any number means the offeror accepts the minimum in Item 13D.)

AMOUNTS SEE SCHEDULE OF PRICES

18. The offeror agrees to furnish any required performance and payment bonds.

19. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the solicitation -- give number and date of each)

AMENDMENT NO.

DATE

20A. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OFFER (Type or print)

AWARD (To be completed by Government)

21. ITEMS ACCEPTED:

22. AMOUNT 23. ACCOUNTING AND APPROPRIATION DATA

24. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

(4 copies unless otherwise specified)

CODE

(Insert any number equal to or greater than

20C. OFFER DATE

25. OTHER THAN FULL AND OPEN COMPETITION PURSUANT TO

10 U.S.C. 2304(c) 41 U.S.C. 253(c)

CODE27. PAYMENT WILL BE MADE BY:26. ADMINISTERED BY

(Include ZIP Code)14. NAME AND ADDRESS OF OFFEROR 15. TELEPHONE NO. (Include area code)

See Item 14

(Include only if different than Item 14)16. REMITTANCE ADDRESS

30B. SIGNATURE

29. AWARD (Contractor is not required to sign this document.)

document and return _______ copies to issuing office.) Contractor agrees Your of f er on this solicitation, is hereby accepted as to the items listed. This award con-to f urnish and deliv er all items or perf orm all work, requisitions identif ied summates the contract, which consists of (a) the Gov ernment solicitation and on this f orm and any continuation sheets f or the consideration stated in this y our of f er, and (b) this contract award. No f urther contractual document is contract. The rights and obligations of the parties to this contract shall be necessary .

gov erned by (a) this contract award, (b) the solicitation, and (c) the clauses, representations, certif ications, and specif ications or incorporated by ref er-ence in or attached to this contract.

30A. NAME AND TITLE OF CONTRACTOR OR PERSON AUTHORIZED 31A. NAME OF CONTRACTING OFFICER (Type or print)

30C. DATE

(Type or print)

TEL: EMAIL:

31B. UNITED STATES OF AMERICA 31C. AWARD DATE

BY

CONTRACTING OFFICER WILL COMPLETE ITEM 28 OR 29 AS APPLICABLE

(Contractor is required to sign this28. NEGOTIATED AGREEMENT

(M ust be fully completed by offeror)OFFER

FA460018R0015

Section A - Solicitation/Contract Form

TABLE OF CONTENTS

SECTION A – Solicitation/Contract Form SECTION B – Supplies or Services and Prices/Costs SECTION C – Descriptions/Specifications/Statement of Work SECTION E – Inspection and Acceptance SECTION F – Description and Performance SECTION G – Contract Administration Data SECTION H – Special Contract Requirements SECTION I – Contract Clauses SECTION J – List of Exhibits, Attachments, and Appendices SECTION K – Representations, Certifications and Other Statements of Offerors or Respondents SECTION L – Solicitation Provisions and Instructors to Offerors SECTION M – Evaluation Factors for Award

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lot HVAC Repair

FFP

Repair the HVAC system consisting of installation of new vertical handling units and Roof Top Unit, new fire sprinkler system, new building power system, new fire alarm, lighting and controls in a Golf Course clubhouse at Offutt AFB IAW the attached Specifications and Drawings. SGER 17-0100.

FOB: Destination

SIGNAL CODE: A

NET AMT

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-12 Inspection of Construction AUG 1996 52.246-13 Inspection--Dismantling, Demolition, or Removal of

Improvements

AUG 1996

252.246-7000 Material Inspection And Receiving Report MAR 2008

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 150 dys. ANP 1 F3H3G2 - 55 CES/CEC

KELLY KORENOSKI

101 AIRMAN CIRCLE

OFFUTT AFB NE 68113

402-294-3850 FOB: Destination

F3H3G2

Section G - Contract Administration Data

AVAILABILITY OF FUNDS

Notice to Offeror(s)/Supplier(s): Funds are not presently available for this effort. No award will be made under this solicitation until funds are available. The Government reserves the right to cancel this solicitation, either before or after the closing date. In the event the Government cancels this solicitation, the Government has no obligation to reimburse an offeror for any costs.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions NOV 2013 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees MAY 2014 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures MAY 2014 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

APR 2014

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

JAN 2017

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

OCT 2016

52.204-13 System for Award Management Maintenance OCT 2016 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for Debarment

OCT 2015

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

JUL 2013

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.211-13 Time Extensions SEP 2000 52.214-29 Order Of Precedence--Sealed Bidding JAN 1986 52.219-8 Utilization of Small Business Concerns NOV 2016 52.219-14 Limitations On Subcontracting JAN 2017 52.222-3 Convict Labor JUN 2003 52.222-4 Contract Work Hours and Safety Standards - Overtime

Compensation

MAY 2018

52.222-6 Construction Wage Rate Requirements MAY 2014 52.222-7 Withholding of Funds MAY 2014 52.222-8 Payrolls and Basic Records MAY 2014 52.222-9 Apprentices and Trainees JUL 2005 52.222-10 Compliance with Copeland Act Requirements FEB 1988 52.222-11 Subcontracts (Labor Standards) MAY 2014 52.222-12 Contract Termination-Debarment MAY 2014 52.222-13 Compliance With Construction Wage Rate Requirements and

Related Regulations

MAY 2014

52.222-14 Disputes Concerning Labor Standards FEB 1988 52.222-15 Certification of Eligibility MAY 2014 52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEP 2016 52.222-27 Affirmative Action Compliance Requirements for

Construction

APR 2015

52.222-37 Employment Reports on Veterans FEB 2016 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons MAR 2015 52.222-54 Employment Eligibility Verification OCT 2015 52.222-55 Minimum Wages Under Executive Order 13658 DEC 2015 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts

SEP 2013

52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001 52.223-15 Energy Efficiency in Energy-Consuming Products DEC 2007 52.223-17 Affirmative Procurement of EPA-Designated Items in Service and Construction Contracts

MAY 2008

52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving

AUG 2011

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Authorization and Consent DEC 2007 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-4 Patent Indemnity-Construction Contracts DEC 2007 52.228-2 Additional Bond Security OCT 1997 52.228-5 Insurance - Work On A Government Installation JAN 1997 52.228-11 Pledges Of Assets JAN 2012 52.228-12 Prospective Subcontractor Requests for Bonds MAY 2014 52.228-15 Performance and Payment Bonds--Construction OCT 2010 52.229-3 Federal, State And Local Taxes FEB 2013 52.232-5 Payments under Fixed-Price Construction Contracts MAY 2014 52.232-17 Interest MAY 2014 52.232-18 Availability Of Funds APR 1984 52.232-23 Assignment Of Claims MAY 2014 52.232-27 Prompt Payment for Construction Contracts JAN 2017 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

JUL 2013

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233-1 Disputes MAY 2014 52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.236-5 Material and Workmanship APR 1984 52.236-7 Permits and Responsibilities NOV 1991 52.236-8 Other Contracts APR 1984 52.236-9 Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements

APR 1984

52.236-10 Operations and Storage Areas APR 1984 52.236-11 Use and Possession Prior to Completion APR 1984 52.236-12 Cleaning Up APR 1984 52.236-13 Accident Prevention NOV 1991 52.236-14 Availability and Use of Utility Services APR 1984 52.236-16 Quantity Surveys APR 1984 52.236-17 Layout of Work APR 1984 52.236-21 Alt I Specifications and Drawings for Construction (Feb 1997) -

Alternate I

APR 1984

52.236-26 Preconstruction Conference FEB 1995 52.242-13 Bankruptcy JUL 1995

52.242-17 Government Delay Of Work APR 1984 52.243-4 Changes JUN 2007 52.243-5 Changes and Changed Conditions APR 1984 52.244-6 Subcontracts for Commercial Items JUL 2018 52.246-12 Inspection of Construction AUG 1996 52.246-21 Warranty of Construction MAR 1994 52.247-34 F.O.B. Destination NOV 1991 52.248-3 Value Engineering-Construction OCT 2015 52.249-1 Alt I Termination for Convenience of the Government (Fixed-price) (Short Form) (Apr 1984) - Alternate I

APR 1984

52.249-2 Termination For Convenience Of The Government (Fixed- Price)

APR 2012

52.253-1 Computer Generated Forms JAN 1991 252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-

Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013

252.204-0001 252.204-0001 JUN 2018

252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

OCT 2016

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Country that is a State Sponsor of Terrorism

OCT 2015

252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010 252.223-7001 Hazard Warning Labels DEC 1991 252.223-7004 Drug Free Work Force SEP 1988 252.223-7006 Prohibition On Storage, Treatment, and Disposal of Toxic or

Hazardous Materials

SEP 2014

252.223-7008 Prohibition of Hexavalent Chromium JUN 2013 252.225-7012 Preference For Certain Domestic Commodities DEC 2017 252.225-7048 Export-Controlled Items JUN 2013 252.227-7022 Government Rights (Unlimited) MAR 1979 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

252.232-7010 Levies on Contract Payments DEC 2006 252.236-7000 Modification Proposals-Price Breakdown DEC 1991 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.244-7000 Subcontracts for Commercial Items JUN 2013 252.247-7023 Transportation of Supplies by Sea APR 2014

CLAUSES INCORPORATED BY FULL TEXT

52.211-10 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK (APR 1984) -

ALTERNATE I (APR 1984)

The Contractor shall be required to (a) commence work under this contract within 10 calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than 150 days ANP. The time stated for completion shall include final cleanup of the premises.

The completion date is based on the assumption that the successful offeror will receive the notice to proceed by 15 October 2018. The completion date will be extended by the number of calendar days after the above date that the Contractor receives the notice to proceed, except to the extent that the delay in issuance of the notice to proceed results from the failure of the Contractor to execute the contract and give the required performance and payment bonds within the time specified in the offer.

(End of clause)

52.211-12 LIQUIDATED DAMAGES--CONSTRUCTION (SEP 2000)

(a) If the Contractor fails to complete the work within the time specified in the contract, the Contractor shall pay liquidated damages to the Government in the amount of $494.44 for each calendar day of delay until the work is completed or accepted.

(b) If the Government terminates the Contractor's right to proceed, liquidated damages will continue to accrue until the work is completed. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JULY 2013)

(a) Definitions. As used in this clause--

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is ``not dominant in its field of operation'' when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it ( ) is, ( ) is not a small business concern under NAICS Code - assigned to contract number .

(Contractor to sign and date and insert authorized signer's name and title).

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015)

``Active duty wartime or campaign badge veteran,'' ``Armed Forces service medal veteran,'' ``disabled veteran,'' ``protected veteran,'' ``qualified disabled veteran,'' and ``recently separated veteran'' have the meanings given at FAR 22.1301.

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $150,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

52.228-1 BID GUARANTEE (SEP 1996)

(a) Failure to furnish a bid guarantee in the proper form and amount, by the time set for opening of bids, may be cause for rejection of the bid.

(b) The bidder shall furnish a bid guarantee in the form of a firm commitment, e.g., bid bond supported by good and sufficient surety or sureties acceptable to the Government, postal money order, certified check, cashier's check, irrevocable letter of credit, or, under Treasury Department regulations, certain bonds or notes of the United States.

The Contracting Officer will return bid guarantees, other than bid bonds, (1) to unsuccessful bidders as soon as practicable after the opening of bids, and (2) to the successful bidder upon execution of contractual documents and bonds (including any necessary coinsurance or reinsurance agreements), as required by the bid as accepted.-

(c) The amount of the bid guarantee shall be 20 percent of the bid price or $3M, whichever is less.-

(d) If the successful bidder, upon acceptance of its bid by the Government within the period specified for acceptance, fails to execute all contractual documents or furnish executed bond(s) within 10 days after receipt of the forms by the bidder, the Contracting Officer may terminate the contract for default.-

(e) In the event the contract is terminated for default, the bidder is liable for any cost of acquiring the work that exceeds the amount of its bid, and the bid guarantee is available to offset the difference.

(End of provision)

52.228-14 IRREVOCABLE LETTER OF CREDIT (NOV 2014)

(a) “Irrevocable letter of credit” (ILC), as used in this clause, means a written commitment by a federally insured financial institution to pay all or part of a stated amount of money, until the expiration date of the letter, upon presentation by the Government (the beneficiary) of a written demand therefor. Neither the financial institution nor the offeror/Contractor can revoke or condition the letter of credit.

(b) If the offeror intends to use an ILC in lieu of a bid bond, or to secure other types of bonds such as performance and payment bonds, the letter of credit and letter of confirmation formats in paragraphs (e) and (f) of this clause shall be used.

(c) The letter of credit shall be irrevocable, shall require presentation of no document other than a written demand and the ILC (including confirming letter, if any), shall be issued/confirmed by an acceptable federally insured financial institution as provided in paragraph (d) of this clause, and--

(1) If used as a bid guarantee, the ILC shall expire no earlier than 60 days after the close of the bid acceptance period;

(2) If used as an alternative to corporate or individual sureties as security for a performance or payment bond, the offeror/Contractor may submit an ILC with an initial expiration date estimated to cover the entire period for which financial security is required or may submit an ILC with an initial expiration date that is a minimum period of one year from the date of issuance. The ILC shall provide that, unless the issuer provides the beneficiary written notice of non-renewal at least 60 days in advance of the current expiration date, the ILC is automatically extended without amendment for one year from the expiration date, or any future expiration date, until the period of required coverage is completed and the Contracting Officer provides the financial institution with a written statement waiving the right to payment. The period of required coverage shall be:

(i) For contracts subject to 40 U.S.C. chapter 31, subchapter III, Bonds, the later of--

(A) One year following the expected date of final payment;

(B) For performance bonds only, until completion of any warranty period; or

(C) For payment bonds only, until resolution of all claims filed against the payment bond during the one-year period following final payment.

(ii) For contracts not subject to the Miller Act, the later of--

(A) 90 days following final payment; or

(B) For performance bonds only, until completion of any warranty period.

(d)(1) Only federally insured financial institutions rated investment grade by a commercial rating service shall issue or confirm the ILC.

(2) Unless the financial institution issuing the ILC had letter of credit business of at least $25 million in the past year, ILCs over $5 million must be confirmed by another acceptable financial institution that had letter of credit business of at least $25 million in the past year.

(3) The Offeror/Contractor shall provide the Contracting Officer a credit rating that indicates the financial institutions have the required credit rating as of the date of issuance of the ILC.

(4) The current rating for a financial institution is available through any of the following rating services registered with the U.S. Securities and Exchange Commission (SEC) as a Nationally Recognized Statistical Rating Organization (NRSRO). NRSRO's can be located at the Web site http://www.sec.gov/answers/nrsro.htm maintained by the SEC.

(e) The following format shall be used by the issuing financial institution to create an ILC:

[Issuing Financial Institution's Letterhead or Name and Address]

Issue Date _ ___

IRREVOCABLE LETTER OF CREDIT NO. ___

Account party's name ___ _

Account party's address ___ _

For Solicitation No. ___ _(for reference only)

TO: [ ___ U.S. Government agency]

[ ___ U.S. Government agency's address]

1. We hereby establish this irrevocable and transferable Letter of Credit in your favor for one or more drawings up to United States $ ___ . This Letter of Credit is payable at [issuing financial institution's and, if any, confirming financial institution's] office at [ ___ issuing financial institution's address and, if any, confirming financial institution's address] and expires with our close of business on ___ , or any automatically extended expiration date.

2. We hereby undertake to honor your or the transferee's sight draft(s) drawn on the issuing or, if any, the confirming financial institution, for all or any part of this credit if presented with this Letter of Credit and confirmation, if any, at the office specified in paragraph 1 of this Letter of Credit on or before the expiration date or any automatically extended expiration date.

3. [This paragraph is omitted if used as a bid guarantee, and subsequent paragraphs are renumbered.] It is a condition of this Letter of Credit that it is deemed to be automatically extended without amendment for one year from the expiration date hereof, or any future expiration date, unless at least 60 days prior to any expiration date, we notify you or the transferee by registered mail, or other receipted means of delivery, that we elect not to consider this Letter of Credit renewed for any such additional period. At the time we notify you, we also agree to notify the account party (and confirming financial institution, if any) by the same means of delivery.

4. This Letter of Credit is transferable. Transfers and assignments of proceeds are to be effected without charge to either the beneficiary or the transferee/assignee of proceeds. Such transfer or assignment shall be only at the written direction of the Government (the beneficiary) in a form satisfactory to the issuing financial institution and the confirming financial institution, if any.

5. This Letter of Credit is subject to the Uniform Customs and Practice (UCP) for Documentary Credits, International Chamber of Commerce Publication No. ___ -- (Insert version in effect at the time of ILC issuance, e.g., ``Publication 600, 2006 edition'') and to the extent not inconsistent therewith, to the laws of ___ --[State of confirming financial institution, if any, otherwise State of issuing financial institution].

6. If this credit expires during an interruption of business of this financial institution as described in Article 17 of the UCP, the financial institution specifically agrees to effect payment if this credit is drawn against within 30 days after the resumption of our business.

Sincerely, [ ___ Issuing financial institution]

(f) The following format shall be used by the financial institution to confirm an ILC:

___ [Confirming Financial Institution's Letterhead or Name and Address]

(Date) ___

Our Letter of Credit Advice Number ___

Beneficiary: ___ [U.S. Government agency]

Issuing Financial Institution: ___

Issuing Financial Institution's LC No.: ___

Gentlemen:

1. We hereby confirm the above indicated Letter of Credit, the original of which is attached, issued by ___ [name of issuing financial institution] for drawings of up to United States dollars ___ _/U.S. $ ___ and expiring with our close of business on ___ [the expiration date], or any automatically extended expiration date.

2. Draft(s) drawn under the Letter of Credit and this Confirmation are payable at our office located at ___ _.

3. We hereby undertake to honor sight draft(s) drawn under and presented with the Letter of Credit and this Confirmation at our offices as specified herein.

4. [This paragraph is omitted if used as a bid guarantee, and subsequent paragraphs are renumbered.] It is a condition of this confirmation that it be deemed automatically extended without amendment for one year from the expiration date hereof, or any automatically extended expiration date, unless:

(a) At least 60 days prior to any such expiration date, we shall notify the Contracting Officer, or the transferee and the issuing financial institution, by registered mail or other receipted means of delivery, that we elect not to consider this confirmation extended for any such additional period; or

(b) The issuing financial institution shall have exercised its right to notify you or the transferee, the account party, and ourselves, of its election not to extend the expiration date of the Letter of Credit.

5. This confirmation is subject to the Uniform Customs and Practice (UCP) for Documentary Credits, International Chamber of Commerce Publication No. ___ -- (Insert version in effect at the time of ILC issuance, e.g., ``Publication 600, 2006 edition'') and to the extent not inconsistent therewith, to the laws of ___ --[State of confirming financial institution].

6. If this confirmation expires during an interruption of business of this financial institution as described in Article 17 of the UCP, we specifically agree to effect payment if this credit is drawn against within 30 days after the resumption of our business.

Sincerely, [Confirming financial institution]

(g) The following format shall be used by the Contracting Officer for a sight draft to draw on the Letter of Credit:

SIGHT DRAFT

[City, State]

(Date) ___

[Name and address of financial institution]

Pay to the order of ___ [Beneficiary Agency] ___ the sum of United States ___ This draft is drawn under Irrevocable Letter of Credit No. ___

___ [Beneficiary Agency]

By: ___

52.232-32 PERFORMANCE-BASED PAYMENTS (APR 2012)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract's description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor's request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on the ---------- [Contracting Officer insert day as prescribed by agency head; if not prescribed, insert ``30th''] day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquiries into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification. The payment period will not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor's --

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract

(2) "Property," as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination or clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer's approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor shall obtain the Contracting Officer's advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not --

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is lost (see 45.101), the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor's records or controls are determined by the Contracting Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's records and to examine and verify the Contractor's performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause,

(1) the Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and

(2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall --

(i) Excuse the Contractor from performance of obligations under this contract; or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government's rights and remedies under this clause --

(i) Shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract; and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor's request for performance-based payment. The Contractor's request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under which the request is made;

(4) Such information and documentation as is required by the contract's description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that --

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.

(End of Clause)

52.236-2 DIFFERING SITE CONDITIONS (APR 1984)

(a) The Contractor shall promptly, and before the conditions are disturbed, give a written notice to the Contracting Officer of

(1) subsurface or latent physical conditions at the site which differ materially from those indicated in this contract, or

(2) unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in the contract.

(b) The Contracting Officer shall investigate the site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, performing any part of the work under this contract, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the contract modified in writing accordingly.

(c) No request by the Contractor for an equitable adjustment to the contract under this clause shall be allowed, unless the Contractor has given the written notice required; provided, that the time prescribed in (a) above for giving written notice may be extended by the Contracting Officer.

(d) No request by the Contractor for an equitable adjustment to the contract for differing site conditions shall be allowed if made after final payment under this contract.

52.236-3 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK (APR 1984)

(a) The Contractor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the work or its cost, including but not limited to

(1) conditions bearing upon transportation, disposal, handling, and storage of materials;

(2) the availability of labor, water, electric power, and roads;

(3) uncertainties of weather, river stages, tides, or similar physical conditions at the site;

(4) the conformation and conditions of the ground; and (5) the character of equipment and facilities needed preliminary to and during work performance. The Contractor also acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by the Government, as well as from the drawings and specifications made a part of this contract. Any failure of the Contractor to take the actions described and acknowledged in this paragraph will not relieve the Contractor from responsibility for estimating properly the difficulty and cost of successfully performing the work, or for proceeding to successfully perform the work without additional expense to the Government.

(b) The Government assumes no responsibility for any conclusions or interpretations made by the Contractor based on the information made available by the Government. Nor does the Government assume responsibility for any understanding reached or representation made concerning conditions which can affect the work by any of its officers or agents before the execution of this contract, unless that understanding or representation is expressly stated in this contract.

52.236-6 SUPERINTENDENCE BY THE CONTRACTOR (APR 1984)

At all times during performance of this contract and until the work is completed and accepted, the Contractor shall directly superintend the work or assign and have on the worksite a competent superintendent who is satisfactory to the Contracting Officer and has…