FN1289-09.PDF

1. REQUSITION NUMBER

2. CONTRACT NO. 3.AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER

FN1289-09

6. SOLICITATION ISSUE DATE

04/30/2009

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Tatea R. Cavanaugh

b. TELEPHONE NUMBER (No collect calls)

202-305-7302

8. OFFER DUE DT/LOCAL TIME

05/14/2009 2:00PM

9. ISSUED BY CODE

UNICOR, FPI Central Office 320 First Street NW Washington, DC 20534

10. THIS AQUISITION IS

X UNRESTRICTED

SET ASIDE0 % FOR

SMALL BUSINESS

SMALL DISADV.BUSINESS

8(A)

SIC: 7110

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB X RFP

16. ADMINISTERED BY CODE

UNICOR, FPI Central Office 320 First Street NW Washington, DC 20534

17a. CONTRACTOR/OFFEROR CODE 999999999 FACILITY CODE

-, DC

TELEPHONE NO. TIN:

RFQ: 6200006834

17b. CHECK IF REMITANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18a. PAYMENT WILL BE MADE BY CODE

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

IS CHECKED SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

See Section B

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

X 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA X ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPIES

TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET

X FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO

THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29. AWARD OF CONTRACT: REFERENCE __________________________________

OFFER DATED __________________. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HERIN,

ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

Tatea R. Cavanaugh 202-305-7302

31c. DATE SIGNED

05/01/2009

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE

CONTRACT EXCEPT AS NOTED

32b. SIGNATURE OF AUTHORIZED GOVT. REPRESENTATIVE 32c. DATE

33. SHIP NUMBER

PARTIAL FINAL

34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NUMBER

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MM/DD)

39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42d. TOTAL CONTAINERS

15. DELIVER TO CODE

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (10-95)

Prescribed by GSA - FAR (48 CFR) 53.212

PAGE 1 OF

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12,17,23,24 & 30

Terms of delivery: DST

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

Item No. SUPPLIES OR SERVICES Quantity U/M UNIT PRICE AMOUNT IN US$ PR Number Del.Date

00001 50,000,000 EA

Lounge Seating (Wood)

Option Year One Pricing _____________

Option Year Two Pricing _____________

Option Year Three pricing _____________

Option Year Four Pricing _____________

Option Year Five Pricing _____________

00002 130,000,000 EA

Office Chairs (Wood)

Option Year One Pricing _____________

Option Year Two Pricing _____________

Option Year Three pricing _____________

Option Year Four Pricing _____________

Option Year Five Pricing _____________

00003 50,000,000 EA

Lounge Seating (Wood)

Option Year One Pricing _____________

Option Year Two Pricing _____________

Option Year Three pricing _____________

Option Year Four Pricing _____________

Option Year Five Pricing _____________

00004 130,000,000 EA

Office Chairs (Wood)

DJU6200006834 PAGE 2 OF 31

Request For Quote

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

Item No. SUPPLIES OR SERVICES Quantity U/M UNIT PRICE AMOUNT IN US$ PR Number Del.Date

Option Year One Pricing _____________

Option Year Two Pricing _____________

Option Year Three pricing _____________

Option Year Four Pricing _____________

Option Year Five Pricing _____________

THE QUANTITIES ARE ESTIMATED FOR THE BASE YEAR 2009-2014 AND OPTIONS YEARS ONE (1) THROUGH FIVE (5).

OUR ESTIMATED USAGE FOR ITEMS 0001 AND 0003 IS 10,000 PER YEAR AND 26,000 PER YEAR FOR ITEMS 0002 AND 0004

DJU6200006834 PAGE 3 OF 31

SOLICITATION # FN1289-09 FOR WOOD SEATING

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

PART 1 - THE SCHEDULE

Federal Prison Industries (FPI), which operates under the trade name FPI, is a wholly-owned Government Corporation within the Department of Justice, under the Federal Prison System. The Corporation was created by Congress in 1934, and provides employment, education, and training opportunities to inmates under Federal custody. FPI operates approximately 110 factories in over 79 locations. Its production lines are extensive and include over 300 different products and services sold to other Federal Agencies and the Department of Defense.

This solicitation is intended to result in a Firm Fixed Price Requirements Type Contract for comprehensive wood based seating line to include but not limited to parts, ownership of design rights, vertical integration, consignment inventory, maintain a family appearance, marketable combination of price, aesthetics and comfort, sample submissions, and Greenguard Certification.

For years UNICOR has offered various seating products that include finished wood products. UNICOR has developed significant internal capacity to produce various chair parts. We are looking to update our seating lines in these areas. We would like to consider both new wood based seating products and component parts for existing product lines.

UNICOR will consider proposals that provide engineering and design support as well. In all cases the design rights and intellectually property rights would become UNICOR’s either after some period of time or in design fees. UNICOR can at anytime elect to produce any of the items at UNICOR seating plants. The design rights will be UNICOR’s exclusively.

We desire a line that would be competitive with those items in the commercial market place. All items offered shall not infringe on any patents.

The product lines would become UNICOR’s. UNICOR would have the right to out source parts from other vendors.

Compensation for these services should be part of your proposal.

Period of Performance is date of award through five (5) base years with Five Option years if exercised.

THE NAICS CODE ASSOCIATED WITH THIS SOLICITATION IS 337211, AND THE SMALL BUSINESS SIZE STANDARD IS 500 EMPLOYEES

The following information pertains to the Standard Form 1449 Solicitation:

OMB 1103-0018

The offer acceptance period is 30 calendar days.

Block 25, Funds (15X4500) will be obligated by each delivery order and not by the contract itself.

Block 31b, Tatea R. Cavanaugh, Contracting Officer

Notes:

UNICOR may or may not require stained parts as a result of this contract. If stained parts are required UNICOR will provide offeror with samples of our existing stain for matching.

F.O.B. Destination (Which shall include transportation charges).

All solicitations (also future procurement) and any other information (amendments, etc) may be obtained through

DJU6200006834 PAGE 4 OF 31

FedBizOps at www.fbo.gov

At no time should offerors contact individuals at the individual factories. Any and all questions must be submitted in writing to Tatea Cavanaugh, Contracting Officer at tcavanaugh@central.unicor.gov or Linda Kerr at lluke@central.unicor.gov and must reference solicitation number FN1289-09 in the subject of the request. NO

QUESTIONS REGARDING THIS SOLICITATION WILL BE ANSWERED VIA PHONE.

FPI is seeking to award a contract(s) or multiple contracts for a comprehensive wood based seating line to include but not limited to:

A) Profit Margin

B) Manufacturing Expertise

C) Engineering Services

D) Design Capabilities

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

Offerors will provide a comprehensive wood based seating line and must have a proven track record in the manufacturing of seating which shall consist of a minimum of 5 years of active production experience. In addition, offerors manufacturing facilities should be ISO 9001 certified and all processes involved in the seating lines production should be completely documented. The various styles of seating lines should have a minimum structural integrity of 10 years. Seating lines shall have at a minimum of 10 years parts and durability warranty.

At a minimum, all components must meet appropriate ANSI/BIFMA Standards as listed below:

Lounge Seating ANSI/BIFMA X5.4-2005

Back strength test horizontal - static

Back strength test vertical - static

Back durability test horizontal cyclic

Back durability test vertical cyclic

Arm strength test horizontal - static

Arm strength test vertical - static

Arm durability test horizontal - cyclic

Arm durability test vertical cyclic

Seating impact test cyclic

Drop test - dynamic

Structural durability test - cyclic

Base test static

Leg strength test front and side application

Unit drop test dynamic

Caster/unit base durability test cyclic

Swivel test dynamic

Tilt mechanism test - cyclic

Stability tests

Tablet arm load ease test cyclic

Tablet arm load test static

DJU6200006834 PAGE 5 OF 31

Office Chairs ANSI/BIFMA X5.1-2002

Back strength test - static - Type 1

Back strength test - static - Type 2 & 3

Base test static

Drop test - dynamic

Swivel test dynamic

Tilt mechanism test - cyclic

Seating Durability Test - Cyclic

Stability tests

Arm strength test vertical - static

Arm strength test horizontal - static

Backrest durability test cyclic Type 1

Backrest durability test cyclic Type 2 & 3

Caster/Chair base durability test cyclic

Leg strength test front and side application

Footrest Durability Test - Vertical cyclic

Arm durability test cyclic

Out Stop Tests for Chairs with Manually Adjustable Seat Depth

Tablet arm static load test

Tablet arm load ease test cyclic

FPI reserves the right to vertically integrate including the manufacture of any chair components or subcomponents.

This seating line will become part of FPI’s office seating program. As such it is critical that these chairs offer a marketable combination of price, aesthetics, comfort and features. The chairs should successfully blend the following characteristics: maintain a family appearance between the chairs since in many cases a customer may have a variety of

FPI seating products in one office, attractive and contemporary with today’s design, features and adjustability, compliment FPI’S existing seating products lines and offer long term comfort since these chairs may be used as the primary chair of the work day.

The chairs will be judged on ease of adjustment, range of adjustment, operational noise, industry warranty or better warranty terms for replacement or defective components, meet or exceed industry standard for construction and adjustability, and the ability to maximize common components (skus) to minimize required inventory, and facilitate ease of manufacturing, etc.

A) PROFIT MARGIN:

FPI would like to be able to produce a chair and/ or chair lines that will give us the maximum amount of profit at the factory level

B) MANUFACTURING EXPERTISE:

Contractor(s) responsibilities:

Product Documentation: The contractor(s) will provide, at no cost to FPI, all product documentation for all products under this contract. Including, but not limited to any new products within the scope of this contract. Product documentation includes dimensioned engineering prints, assembly drawings, and bills of materials and sources/costs of purchased parts. Product documentation will become part of this contract by contract modification as it becomes available. Any and all product changes shall be approved by FPI Program Manager and the Product Development Center prior to implementation. Vendors shall notify FPI in writing at least 30 days in advance of any proposed changes.

All changes will be approved by the Program Manager and a contract modification will be issued to reflect changes to

DJU6200006834 PAGE 6 OF 31

the contract. Offerors shall not submit product changes to the factory directly.

Test Reports:

The contractor(s) will provide, at no cost to FPI, test reports by a certified independent lab, showing compliance with all applicable ANSI/BIFMA tests. This requirement applies to all products at the time of award and all future products added to this contract. New products will not be added to contract until satisfactory test reports have been provided in writing. The contractor(s) will be required upon contract award to provide three (3) of each chairs offered under this proposal to our Product Development Center in Englewood Colorado for testing at no cost to FPI.

Indemnification Provision:

The contractor(s) will indemnify FPI from any legal remedy for the intentional or unintentional infringement of restrictive product rights or intellectual property rights. This indemnification applies to all products (existing or new) included under this contract. UNICOR requires the exclusive intellectual property rights to manufacture the wood seating lines offered in the proposal. Intellectual property rights are defined as "copyrights, trademarks, and patents require written intellectual property licensing agreements. A licensing agreement or license is a contractual right that gives someone permission to engage in a defined activity or to use certain property, including intellectual property, that is owned by someone else. These intellectual property law regulations are essential to enforcing the owner’s rights in intellectual property. "

Tooling:

The contractor(s) will provide any/all existing or outsource mold, tooling fixtures etc. in its commercial manufacturing/assembly/test of the products, for FPI to begin production, these items will be provided at no cost to

FPI. If it is determined to be in the best interests of the Government, FPI reserves the right to produce these under this agreement.

Engineering Services:

The contractor(s) will provide, at no additional cost to FPI, all required product engineering services to accomplish vertical integration to transition new products from standard commercial manufacturing processes to manufacturing processes that are consistent with, and will ensure successful production in, FPI factories.

Vertical Integration:

During the contract term, the contractor(s) will give FPI rights to vertically integrate any component parts or subassemblies for the products under this contract, with the exception of any limitations that are specified in the contractors proposal and incorporated into the contract (for example: proprietary components that are supplied by a subcontractor(s). Further, FPI may substitute alternative components that it manufactures or assembles as long as those components meet form, fit and function requirements. The contractor(s) will give FPI the right and assist with any vertically integrated or outsourcing of any component parts or sub-assemblies.

Support Services:

The contractor(s) will provide, at no cost to FPI, product training to enable FPI to assemble the products. The contractor(s) will provide, at no cost to FPI ongoing product services to incorporate product changes and/or enhancements and to assist in resolving supplier component deficiencies. These services will be provided at startup and introduction of new products into the line. Contractor(s) staff will be providing training in FPI’s seating factories located in our Correctional Facilities. All contractor(s) staff must complete an NCIC check before gaining entry into the correctional facility. No staff will be granted access if they do not complete the required paperwork.

DJU6200006834 PAGE 7 OF 31

Contractors may be required to complete Homeland Security Clearance HSPD-12 requirements to enter any UNICOR facilities. If this requirement is mandated by the individual factory location, all contractor(s) staff must complete the required documentation and clearances before gaining entry into the Correctional facility. No staff will be granted access if they do not complete the required paperwork.

Backup Supplier:

In cases where there is an inmate disturbance, fire, or other circumstance, upon request of the Program Manager or his/her designee, the contractor(s) shall assist FPI in the fulfillment of government orders. The contractor(s) will not bill FPIs customers direct. UNICOR will pay the FPI advertised catalog price for the items shipped to our customers from the contractor. FPI may obtain fabric or request the contractor(s) to purchase fabric or leather from our source or other contractor(s) suppliers.

DESIGN CAPABILITES:

Design Capabilities - UNICOR will have complete ownership of design rights for all products offered under this solicitation to include future enhancements of new product offered during the contract. We are seeking proposals to provide engineering and design support as well. In all cases the design rights and intellectually property rights would become UNICOR’s either after some period of time or in design fees. UNICOR can at anytime elect to produce any of the items at UNICOR seating plants. The design rights will be UNICOR’s exclusively.

The product proposed for this requirement will be a desirable line that would be competitive with those items in the commercial market place. All items offered shall not infringe on any patents.

The product lines would become UNICOR’s. UNICOR would have the right to out source parts from other vendors.

Compensation for these services should be part of your proposal.

Product Warranty:

All products manufactured and/or supplied by the contractor(s) under this contract will be warranted for life of the product to be free from defect in material or workmanship. Components not manufactured by the contractor(s) are subject to the same standard applicable manufacturer’s warranties. Copies of the manufacturers’ warranties will be provided to FPI on all products.

Consignment Inventory:

FPI reserves the right to implement a consignment inventory program at anytime during the contract period.

Contractor(s) will provide a comprehensive written consignment inventory plan with their proposal. Consignment will be offered at our seating plants USP Allenwood, Federal Prison Industries, Route 15 South, White Deer, PA 17887 and FCI Florence, Federal Correctional Complex, Federal Prison Industries, 5880 State Highway 67, South, Florence, Colorado 81226. Additional consignment inventory may be required at other locations and will be done via a contract modification. Contractor(s) will be able to monitor and maintain inventory levels. FPI will provide contractor(s) with monthly usage numbers on the 26th of each month. Consignment inventories will be maintained at FPI Correctional facility warehouses. Contractor(s) will be responsible for establishing a consignment inventory plan that will ensure adequate inventory levels are maintained at all times. FPI will provide contractor(s) with information regarding any drastic changes (increase/decrease) in the factory estimated quantities or in factory production. Offerors shall note that UNICOR busy season is July 1 through

January 31st of each year. Contractors may be required to increase inventory to support UNICOR#s needs during this time period. Contractor(s) will be required to provide at least 30 days advance written notification to FPI of any unforeseen changes, which could impact FPI factories production levels. FPI and the contractor(s) will review

DJU6200006834 PAGE 8 OF 31

consignment levels quarterly and decide on any adjustments that need to be made.

At the end of the contract period, both parties will mutually agree upon a fair settlement of unused inventory.

Delivery Terms:

Delivery shall be no later than 21 calendar days for the initial delivery order and 7 calendar days for each subsequent delivery order.

Performance:

The contractor(s) agrees to perform according to the terms of the contract. If the contractor(s) cannot perform with delivery terms, good quality and a demonstration of price reasonableness, FPI reserves the right to procure these items without the assistance of the contractor from another source. If the reprocurement of such product is over and beyond the agreed upon contract, contractor(s) will be responsible for the difference. FPI anticipates that all materials provided are under this agreement are at, or below, current market prices.

Quality inspection will be made at the receiving locations and all items must comply with the established drawing and industry standards as set forth in this contract.

SECTION D - PACKAGING AND MARKING

D.1 FPI 1000D PACKAGING AND MARKING

Supplement: LCL APPR

Preservation, packaging, and marking for all items covered by this contract shall be in accordance with commercial practice and adequate to insure acceptance by common carrier and safe arrival at destination. The contract number should be on or adjacent to the exterior shipping label. Each package received must be marked for type and quantity.

A Certificate of Conformance must accompany each shipment. ALL SHIPMENTS RECEIVED WITHOUT A CERTIFICATE OF

CONFORMANCE (COC) WILL BE NOT BE PROCESSED FOR PAYMENT UNTIL A COC IS PROVIDED.

All shipments should be labeled as follows:

a. Vendor name

b. Purchase Order number and/or Contract number

c. Item description

d. Item quantity and weight

e. Other pertinent information

SECTION E - INSPECTION AND ACCEPTANCE

E.1 52.246-2 Inspection of Supplies Fixed Price AUG 1996

E.2 52.246-16 Responsibility for Supplies. APR 1984

E.3 52.247-34 F.O.B. Destination. NOV 1991

SECTION F - DELIVERIES OR PERFORMANCE

F.1 FPI 1000F1 DELIVERY ORDER

Supplement: LCL APPR

Orders shall customarily be made by fax. The successful offeror shall provide written order confirmation of each delivery order within 24hours of receipt of order. Order confirmations must contain the following information and

DJU6200006834 PAGE 9 OF 31

shall be faxed to 814-362-4151, Attn : Linda Kerr, Administrative Contract Specialist or to lluke@central.unicor.gov

a. Date of order

b. Contract number and order number

c. Item number and description, quantity, and unit price

d. Delivery or performance date

e. Place of delivery

f. Shipping instructions

g. Accounting data

h. Any other pertinent information

Delivery shall be 21 days for initial delivery order and 7 days for each subsequent delivery order. The period of performance for this contract will be from the date of award through Five (5) base years with Five (5) options years if exercised.

F.2 FPI 1000F2 TIME OF DELIVERY/DELIVERY SCHEDULE

Supplement: LCL APPR

16.505(a) and the clause located in FAR 52.216-18 entitled "Ordering" and included in Section I, of this contract, any supplies and/or services to be furnished under this contract shall be ordered by issuance of delivery orders by individuals listed below:

Primary Contracting Officer:

TATEA R. CAVANAUGH, CONTRACTING OFFICER, CENTRAL OFFICE, 202-305-7302, FAX 202-353-7794, tcavanaugh@central.unicor.gov.

Administrative Contract Specialist:

LINDA K. KERR, CONTRACT SPECIALIST, UNICOR MCKEAN 814-362-4155; 814-362-4151 fax, lluke@central.unicor.gov.

Delivery Hours are as follows:

Allenwood: Please schedule deliveries by calling (570) 547-0963 x6324 Gary Patraw at least 24 hours in advance.

Delivery hours are Monday through Friday, 7:30am to 2:00pm, excluding Federal Holidays. Truck must stop at the front gate.

Florence: Delivery hours are Monday through Friday, 7:30am to 10:30am and 11:30am to 3:00pm; excluding Federal

Holidays. Carriers cannot enter complex after 3:00pm. All deliveries to the UNICOR Warehouse must be approved at least 24 hours in advance of shipping by calling (719) 784-5086.

F.3 52.211-16 Variation in Quantity. (APR 1984)

(a) A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph (b) below.

(b) The permissible variation shall be limited to:

+/- 10%

This increase or decrease shall apply to each delivery order.

DJU6200006834 PAGE 10 OF 31

* Contracting Officer shall insert in the blank the designation(s) to which the percentages apply, such as -

(1) The total contract quantity;

(2) Item 1 only;

(3) Each quantity specified in the delivery schedule;

(4) The total item quantity for each destination; or

(5) The total quantity of each item without regard to destination.

F.4 52.211-11 Liquidated Damages - Supplies, Services, or Research and Development. (SEP 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages not to exceed 10% per week of delay on each late delivery order.

(b) If the Government terminates this contract in whole or in part under the Default - Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default - Fixed-Price Supply and

Service clause in this contract.

The government reserves the right to charge actual damages against orders for non conformance to the contract.

Damages will be documented and provided to vendor prior to deductions being taken.

NOTE: UNICOR will not pay invoices if the pricing on the invoice differs from the delivery/purchase order price. If the offeror fails to deliver product in a timely manner, the contracting officer will issue weekly past due reports to the vendor with consideration (liquidated damages) amounts. The amounts will be tracked weekly and UNICOR will bill the vendor quarterly for all liquidated damages for the previous three months.

The vendor will issue UNICOR a credit with the spreadsheet generated by the UNICOR Contract Specialist. A copy of the credit shall be submitted to Linda Kerr lluke@central.unicor.gov and to Kim Fereza at kfereza@central.unicor.gov.

If the credit is not received within 30 days, UNICOR account payable will deduct the overdue amounts from future vendor invoices.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 JAR 2852.201-70 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR) (JAN 1985)

Supplement: LCL APPR

(a) Brian Smith, UNICOR Allenwood and Kenneth Patterson, UNICOR Florence

(b) The COTR is responsible, as applicable, for: receiving all deliverable’s, inspecting and accepting the supplies or services provided hereunder in accordance with the terms and conditions of this contract; providing direction to the contractor which clarifies the contract effort, fills in details or otherwise serves to accomplish the contractual

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Scope of Work; evaluating performance; and certifying all invoices/vouchers for acceptance of the supplies or services furnished for payments.

(c) The COTR does not have the authority to alter the contractor’s obligations under the contract, and/or modify any of the expressed terms, conditions, specifications, or cost of the agreement. If as a result of technical discussions, it is desirable to alter/change contractual obligations or the Scope of Work, the Contracting Officer shall issue such changes in writing and signed.

ADMINISTERED BY: This contract will be administered by:

Linda Kerr, Contracting Officer, UNICOR McKean, PO Box 6000, Bradford, PA 16701 814 362-4155

Written communications shall make reference to the contract number and shall be mailed to the above address.

ADDRESS TO WHICH REMITTANCE SHOULD BE MAILED: Offeror shall indicate below the complete mailing address (including the nine digit ZIP code) to which remittance should be mailed if such address is other than that shown in Block 15A, Page 1 (Standard Form 33), they shall enter it below:

(a) Payee Name (Contractor):__________________________________

(b) Check Remittance Address:

Any questions or problems regarding payment should be directed to the Business Manager at the following locations:

UNICOR FPI Central Acct. Payable

PO Box 4000

Butner, NC 27509-4000

ALL INVOICES SHOULD BE MAILED TO THE ABOVE ADDRESS. INVOICES NOT MAILED TO THE ABOVE ADDRESS WILL BE DELAYED, AND

WILL NOT INCUR ANY INTEREST CHARGES FOR THIS DELAY.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 FPI 1000HI ECONOMIC PRICE ADJUSTMENT Supplement: LCL APPR

Twenty Four (24) months after contract award date, contract prices for the succeeding Twenty-Four(24) months period may be adjusted in accordance with the change in the Producer Price Index for Office Furniture Wood PCU337211337211 from the date of award to the date of adjustment. IT IS THE CONTRACTOR’S RESPONSIBILITY TO REQUEST THIS ADJUSTMENT.

Adjustments may be requested for a period not to exceed 30 days after the eligible adjustment date. Requests that are made after the 30-day limit will not be honored and the contract pricing will not be adjusted. The contractor shall submit any requests for adjustments in writing to the contracting officer. Requests shall include a copy of the relevant index and must be within the allowed time period for adjustment. Any adjustments authorized as a result of the adjustment request will not be retroactive. The date the completed request is received by the contracting officer will be the effective date of any changes in price.

Offerors will not receive a price adjustment if there are outstanding orders due at the request date of the EPA.

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After outstanding orders have been resolved the contracting officer will evaluate request for EPA and make a determination as to when the EPA will be given.

The contractor also is required to request downward price adjustments. All downward adjustments will be retroactive to the authorized adjustment date as specified in this clause. If downward price adjustments are not requested and this is later revealed through audits or otherwise, the contractor shall reimburse the Government the amount overcharged plus interest. Interest will be computed at the rate set annually by the Secretary of the Treasury for late contract payments. Interest will accrue from the date the adjustment should have been made.

In computing any contract price adjustment, the most recently published index as of the date of award will be compared to the most recently published index as of the date of adjustment. No adjustment shall be made if the referenced change is less than 2%. Total upward adjustment for the contract period, including any option periods, are

(negotiable), based on the original or option period contract price; downward adjustments are not limited. Indices are available from the Bureau of Labor Statistics, 600 E Street N.W., Washington, DC 20212, telephone 202-691-7705, http://data.bls.gov/cgi-bin/srgate, enter series id, PCU337211337211, select time frame from the drop down menu, Format 2, HTML Tables: Yes, Catalog: Yes, Delimiter: Space, Number of Characters per Line: 400, double click on retrieve data.

H.2 FPI 1000H2 YEAR 2000 WARRANTY

Supplement: LCL APPR

The Contractor represents that the following warranty applies to products licensed under this contract/order/BPA:

The Contractor warrants that the products provided under this contract/order/BPA shall be able to accurately process date/time data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations.

The duration of this warranty and the remedies available to the Government for breach of this warranty shall be as defined in, and subject to, the terms and limitations of the manufacturer’s standard commercial warranty or warranties contained in this contract or the applicable End User License Agreement, provided that notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to the Government under this warranty shall include an obligation by the Contractor to repair or replace any such product whose non-compliance is discovered and made known to the contractor in writing at any time prior to June 1, 2000 or for a period of six months following acceptance, whichever is the later date. Nothing in this warranty shall be construed to limit any rights or remedies that the Government may otherwise have under this contract.

This warranty shall not apply to products that do not require the processing of date/time data in order to function as specified in this contract/order/BPA.

SECTION I - CONTRACT CLAUSES

I. 1 52.212-4 Contract Terms and Conditions - Commercial Items. MAY 2001

I. 2 52.216-21 Requirements (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government’s requirements do not result in orders in the quantities described as estimated or maximum. In the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

DJU6200006834 PAGE 13 OF 31

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause.

Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and

Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided that the Contractor shall not be required to make any deliveries under this contract after seven (7) days after contract expiration.

I. 3 52.223-11 Ozone-Depleting Substances. (MAY 2001)

(a) Definition. "Ozone-depleting substance," as used in this clause, means any substance the Environmental Protection

Agency designates in 40 CFR part 82 as--

(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform;

or

(2) Class II, including, but not limited to, hydro chlorofluorocarbons.

(b) The Contractor shall label products which contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42 U.S.C. 7671j (b), (c), and (d) and 40 CFR Part 82, Subpart E, as follows:

Warning

Contains (or manufactured with, if applicable) [[ ]], a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.

[ ] The Contractor shall insert the name of the substance(s).

I. 4 52.232-34 Payment by Electronic Funds Transfer - Other than Central Contractor Registration. (MAY 1999)

I. 5 52.253-1 Computer Generated Forms. JAN 1991

I. 6 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items.

(MAY 2001)

(a) The Contractor shall comply with the following FAR clauses, which are incorporated in this contract by reference, DJU6200006834 PAGE 14 OF 31 to implement provisions of law or executive orders applicable to acquisitions of commercial items:

(1) 52.222-3, Convict Labor (E.O. 11755).

(2) 52.233-3, Protest after Award (31 U.S.C. 3553).

(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 or components:

[Contracting Officer shall check as appropriate.]

[ ] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government, with Alternate I (41 U.S.C. 253g and 10

U.S.C. 2402).

[ ] (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 1999) (if the offeror elects to waive the preference, it shall so indicate in its offer).

[x] (5) 52.219-8, Utilization of Small Business Concerns (15 U.S.C. 637 (d)(2) and (3)).

[ ] (6) 52.219-9, Small Business Subcontracting Plan (15 U.S.C. 637(d)(4)).

[ ] (7) 52.219-14, Limitations on Subcontracting (15 U.S.C. 637(a)(14)).

[ ] (8)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Pub. L.

103-355, section 7102, and 10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

(ii)[ ] Alternate I of 52.219-23.

[ ] (10) 52.219-26, Small Disadvantaged Business Participation Program - Incentive Subcontracting (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[x] (11) 52.222-21, Prohibition of Segregated Facilities (Feb 1999)

[x] (12) 52.222-26, Equal Opportunity (E.O. 11246).

[x] (13) 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212).

[x] (14) 52.222-36, Affirmative Action for Workers with Disabilities (29 U.S.C. 793).

[x] (15) 52.222-37, Employment Reports on Disabled Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212).

[ ] (16) 52.222-19, Child Labor - Cooperation with Authorities and Remedies (E.O. 13126).

[ ] (17)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (42 U.S.C.

6962(c)(3)(A)(ii)).

[ ] (ii) Alternate I of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

DJU6200006834 PAGE 15 OF 31

[X ] (18) 52.225-1, Buy American Act - Balance of Payments Program - Supplies (41 U.S.C. 10a - 10d).

[X ] (19)(i) 52.225-3, Buy American Act - North American Free Trade Agreement - Israeli Trade Act - Balance of

Payments Program (41 U.S.C. 10a - 10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note).

[ ] (ii) Alternate I of 52.225-3.

[ ] (iii) Alternate II of 52.225-3.

[ ] (20) 52.225-5, Trade Agreements (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[ ] (21) 52.225-13, Restriction on Certain Foreign Purchases (E.O. 12722, 12724, 13059, 13067, 13121, and 13129).

[ ] (22) 52.225-15, Sanctioned European Union Country End Products (E.O. 12849).

[ ] (23) 52.225-16, Sanctioned European Union Country Services (E.O. 12849).

[X] (24) 52.232-33, Payment by Electronic Funds Transfer - Central Contractor Registration (31 U.S.C. 3332).

[ ] (25) 52.232-34, Payment by Electronic Funds Transfer - Other than Central Contractor Registration (31 U.S.C.

3332).

[ ] (26) 52.232-36, Payment by Third Party (31 U.S.C. 3332).

[ ] (27) 52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).

[ ] (ii) Alternate I of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, which 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 or components:

(1) 52.222-26, Equal Opportunity (E.O. 11246);

(2) 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212);

(3) 52.222-36, Affirmative Action for Workers with Disabilities (29 U.S.C. 793);

I. 7 52.216-18 Ordering. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through Five (5) base years and five (5) option years if exercised.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered issued when the Government deposits the order in the mail.

Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

DJU6200006834 PAGE 16 OF 31

I. 8 52.244-6 Subcontracts for Commercial Items. (MAY 2001)

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

Commercial item. has the meaning contained in the clause at 52.202-1, Definitions.

Subcontract. includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

(c)(1) The following clauses shall be flowed down to subcontracts for commercial items:

(i) 52.219-8, Utilization of Small Business Concerns (Oct 2000) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (Feb 1999) (E.O. 11246).

(iii) 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (Apr 1998) (38 U.S.C.

4212(a)).

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

(v) 52.247-64, Preference for Privately Owned U.S.-Flagged Commercial Vessels (Jun 2000) (46 U.S.C. Appx 1241) (flow down not required for subcontracts awarded beginning May 1, 1996).

(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract

I. 9 52.233 Disputes (July 2002) (DEVIATION)

(a) This contract is not subject to the Contract Disputes Act of 1978 (41 U.S.C.601)

(b) All disputes arising under or relating to this contract shall be resolved under this clause.

(c) A claim as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim. The submission may be converted to a claim by complying with the submission and certification requirements of this clause, if it is disputed either as a liability or amount or is not acted upon in a reasonable time.

(d)(1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the

Government against the Contractor shall be subject to a written decision by the Contracting Officer.

(2)(i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000.

DJU6200006834 PAGE 17 OF 31

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: AI certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Contractor.

(3) The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim.

(e) For the Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the contractor, render a decision within 60 days of the request. For contractor certified claims over $100,000, the

Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The Contracting Officer#s decision shall be final unless the Contractor appeals to the Chief, Procurement

Branch, UNICOR, Federal Prison Industries within 90 days of the date of the Contractors receipt of the adverse decision. The decision of the Chief, Procurement Branch on a Contractors appeal will be final.

(g) Within 10 days of the Contractors receipt of an adverse Contracting Officers decision on a claim, the

Contractor may request, and Federal Prison Industries will participate in, non alternative dispute resolution (ADR) by means mutually acceptable to the parties. Any ADR shall be completed within 60 days of the Contractors request, unless the parties agree to a longer period. A Contractors request for, and participation in, ADR will not toll the

90 day time limit within which to appeal an adverse Contracting Officers decision to the Chief, Procurement Branch.

(h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting

Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having a defective certifications, as defined in FAR

33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6period as fixed by the Treasury Secretary during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the

Contracting Officer.

I. 10 52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of $1,000 per delivery order, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor

(1) Any order for a single item in excess of $50,000.00 per delivery order;

(2) Any order for a combination of items in excess of $250,000.00 per delivery order;

(3) A series of orders from the same ordering office within [2] calendar days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the

Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the

Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within [3]

DJU6200006834 PAGE 18 OF 31

calendar after issuance, with written notice stating the Contractors intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

I. 11 52.202-1 Definitions

I. 12 52.203-5 Covenant Against Contingency Fees

I. 13 52.203-6 Restrictions on Subcontractor Sales to the Government

I. 14 52.203-7 Anti-Kickback Procedures

I. 15 52.211-5 Material Requirements

I. 16 52.216-24 Limitation of Government Liability

I. 17 52.216-25 Contract Definitization

I. 18 52.223-13 Certification of Toxic Chemical Release Reporting

52.223-13 Certification of Toxic Chemical Release Reporting.

As prescribed in 23.906(a), insert the following provision:

CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)

(a) Executive Order 13148, of April 21, 2000, Greening the Government through Leadership in Environmental Management, requires submission of this certification as a prerequisite for contract award.

(b) By signing this offer, the offeror certifies that-

(1) As the owner or operator of facilities that will be used in the performance of this contract that are subject to the filing and reporting requirements described…