A-11_MATOC_00800__Nov_13_(2).docx

November 13, 2013

SPECIAL MATOC CONTRACT REQUIREMENTS

SC1. PURPOSE AND SCOPE

1.1.1. The purpose of this Multiple-Award Task Order Contract (MATOC) is to provide construction services for a broad range of military renovation and construction projects, primarily in support of Missouri National Guard Facilities throughout the state of Missouri. Orders will primarily include Construction, Repair and Maintenance projects but may also include Military Construction (MILCON) projects involving a variety of trades. Work performed under these contracts will include but not limited to the following general project categories: Construction, repair and alteration of various facilities; Construction, repairs and alteration of Electrical Systems (ES); Construction, repair and alteration of Mechanical Systems (e.g. HVAC systems, and controls.): Concrete and Asphalt Paving; Demolition of facilities. .Note: Demolition projects that are stand-alone, not part of a rebuild, fall under the Service Contract Act, and the Davis Bacon Act is not applicable, nor is bonding. FAR 52.222-41, Services Contract Act of 1965, and FAR 52.246-13, Inspection—Dismantling, Demolition, or Removal of Improvements clauses and requirements apply. Note that the applicable clauses for Prompt Payment, Value Engineering, and Termination are likewise different from such clauses applicable to all other requirements under this contract.

1.1. As requirements develop, Requests for quotations/Proposals (RFQ/RFP) for Task Orders will be issued on a competitive or single source basis, at the Government's discretion. Task Orders will vary in size from $200 to $5,000,000 and will be awarded and issued by the individual task orders awarded and administered by duly appointed federal contracting officers.

1.2. Upon award of the basic contract the contractor will be issued an initial task order for $200.00. Upon receipt of this order contractors shall submit their required Master Safety and Quality Control Plans to the Contracting Officer within 30 days. (See Section 00800 and 01000 for plan requirements.) Plans submitted with an offeror’s proposal are not considered as meeting this requirement. Upon notification that the submitted plans are deemed acceptable the contractor shall invoice for the initial order. In the event a contractor fails to submit the required plan(s) within 60 days of the order the Government reserves the right to unilaterally cancel the MATOC contract at no cost to the Government.

1.3. The Government reserves the right to issue additional solicitations and award additional contracts within the activities covered by this contract. In this event, new MATOC contractors, in accordance with the terms of their contracts, may compete for Task Orders with the Contractors selected under this solicitation.

1.4. CHANGES TO INDIVIDUAL CONTRACTORS’ AREA OF CONSIDERATION

1.4.1. In the event a MATOC contract holder desires to add additional locations, not requested in their original proposal, to their Areas of Consideration, they may do so by requesting same of the Primary Contracting Officer (POC) for the basic contract. PCO may ask for any documentation they feel necessary to vary the contractor’s ability to perform in the addition location (s). This may be done at any time when during the contract period. The granting of the additional location(s) is at the sole discretion of the PCO.

1.4.2. In the event a MATOC contract holder desires to increase the value of their individual task order limit they may do so by requesting same of the Primary Contracting Officer (POC) for the basic contract. PCO may ask for any documentation they feel necessary to vary the contractor’s ability to perform at the higher limit, including but not limited to information on bonding and financial capability. This may be requested not later than 60 days prior to any option period being exercised and will be effective with at the beginning of the next option period. The granting of the higher task order limit is at the sole discretion of the PCO.

1.4.3. The contract ceiling is $20,000,000.00 for each awarded contract. Once a contractor has reached the ceiling limit, or reached a limit whereby the award of a particular task order will take them above the limit, they will be removed from the MATOC pool and consideration for any additional work under this pool of contractors. Ceiling limits shall not be increased for individual contractors.

SC2. PERIOD OF SERVICE

2.1. Basic and Option Periods:

2.1.1. Each contract will include a base period; not-to exceed (NTE) two years and three option periods (NTE one year each), for a total contract performance period NTE five years.

2.1.2. Maximum value of all projects awarded under each MATOC contract will be limited to $10 million in Task Orders per contract period (base year plus all option years).

SC3. TASK ORDER LIMITATIONS (Reference FAR 52.216-19)

3.1. Minimum Order. When the Government requires services covered by this contract in an amount less than $200 the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those services under the contract. The minimum guaranteed task order amount for the entire contract period is $200 per IDIQ contract awarded and will be issued at time of the basic contract award.

3.2. Maximum Order. The maximum Task Order limitation is $5M excluding subsequent in scope modifications. The Government may combine several projects, as indicated by separate Statements of Work and individual line items, in one Task Order, as required. The Contractor is not obligated to honor:

3.3. The Government at its option may in a rare case include projects up to the limit authorized in the National Guard Acquisition Manual (NGAM) (currently $5 million) or exceed $5 Million, but not greater than $20 Million, when determined to be in the best interest of the Government. Only contractors who, at the time the requirement is issued, have been evaluated or graduated to the $5 Million level will be eligible for these projects. The Government, at its option may require additional capability information from contractors before accepting offers on these projects. However, contractors will not be obligated to compete for nor required to accept such task orders under the general terms of the contract.

3.4. This is not a requirements contract.

SC4. ORDERING PROCEDURES FOR COMPETITIVE TASK ORDERS

4.1. Requests for Quotation/Proposals (RFQ)/ (RFP) (see SC-8 for Design Build Task Orders)

4.1.1. When the Government requires work under the MATOC, an RFQ or RFP will be issued, as appropriate, normally in the form of a letter “NOTICE OF PROPOSED PROJECT” or similar. Projects will be of varying size and complexity. The request will include information such as a, statement of work, guide specifications, drawings, attachments, information pertaining to a site visit and any other requirements for submission (e.g. proposal requirements, price schedule, etc.). Project may include, but are not limited to, complete plans and specifications for all elements of work; limited specifications, or Design Build requirements. When complete plans and specifications are not provided, the Master Specifications will apply for elements of work not addressed by a project specific specification.

4.1.2. The basis of award will be a conforming offer, the price or cost of which may or may not be the lowest. Past performance on work completed under these contracts, or work completed for the National Guard may be considered. In some instances a technical proposal will be required. The basis for award of each task order will be stated in the RFQ/RFP.

4.1.2.1. When necessary, option line items will be included in the Task Order RFQ/RFP. The task order proposal/quote process is not an Invitation for Bid (IFB). Therefore, additive bid items (ABI) are not applicable to this process. However, work defined in the options of the task order RFP/RFQ is normally similar to ABIs common in the IFB process.

4.2. Response to “NOTICE OF PROPOSED PROJECT “

4.2.1. Upon receipt of the notification from the Contracting Officer, the MATOC contractors should respond by attending the project on-site conference. The project on-site conference may be scheduled as early as two days from issuance of the “NOTICE OF PROPOSED PROJECT”, 120 minutes under emergency conditions.

4.2.2. Notification will normally be by email. MATOC contractors shall keep an up-to-date email address on file with the Contracting Officer at all times. Backup addresses are encouraged. Upon notification the contractor shall acknowledge receipt of the offering by return email. A Contracting Officer may make only one attempt to email a proposal offering to a MATOC contractor. No other means of notification will normally be used. The Government will not be responsible for lack of notification(s) for contractors who fail to maintain current email addresses, or acknowledge offerings.

4.3. Task Order Competition

4.3.1. A wide variety of projects, determined by the contracting officer to be within the scope of this contract, will be offered to MATOC contractors for the purpose of providing a price or best value proposal. Individual Task Order awards on those projects will be based on competitive proposals received exclusively from MATOC contractors.

4.3.2. To satisfy the contracting agency’s Small Business Administration contracting goals/targets, the Contracting Officer may consider such factors as achievement of Section 8(a), Service Disabled Veteran Owned Business, Economically Disadvantaged Small Woman Owned Small Business Concerns, Small Woman Owned Small Business Concerns and HUB Zone goals/targets. Individual projects may be further set-aside for participation exclusively by all awardees in the specified socio-economic group. The Government also reserves the right to set-aside task orders for other authorized socio-economic programs approved for use during the existence of this MATOC and implemented by the FAR or DFARS.

4.3.3. All eligible MATOC contractors, unless a task order is set-aside for a socio-economic group, within their awarded Areas of Consideration, will be provided a fair opportunity to compete for each project offered under this contract unless the following (FAR 16.505(b) (2)) exceptions apply unless the contractor is delinquent on an awarded task order.

1) The agency’s need for the services or supplies is of such urgency that providing such opportunity to all such contractors would result in unacceptable delays;

2) Only one such contractor is capable of providing the services or supplies at the level of quality required because the services or supplies ordered are unique or highly specialized;

3) The task order should be issued on a sole source basis in the interest of economy or efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity pursuant to the procedures in this clause to be considered for the original order; or

4) It is necessary to place an order to satisfy a minimum guarantee.

4.3.4. The Contracting Officer may consider such factors that the Contracting Officer, in the exercise of sound business judgment, believes are relevant to the placement of orders.

4.3.5. Timely performance by a MATOC contractor is very important. Failure to prosecute the work diligently on a currently awarded task order will be cause for the Contracting Officer not to include the contractor in the competitive fair-opportunity pool for future task orders. When the contractor’s delinquency has been cured, it will be considered for competition in future task orders.

4.4. Response to “NOTICE OF PROPOSED PROJECT”

4.4.1. MATOC contractors are expected to submit an offer on all projects offered. In the event a contractor is unable to submit an offer in response to a “NOTICE OF PROPOSED PROJECT”, hereafter referred to as RFQ/RFP, the Contractor shall notify the Contracting Officer electronically via e-mail.

4.4.2. In the event a contractor fails to submit an offer on a reasonable number of projects offered, as determined by the contracting officer, the contracting officer will notify the contractor when their offer record indicates an unacceptable number of offerings. In the event the contractor fails to correct this situation, the Government reserves the right to unilaterally cancel the MATOC contract without further obligation.

4.4.3. The Contractor will not be reimbursed for proposal preparation, attendance during negotiations, site visits, walk-through or other pre-Task Order costs.

4.4.4. Notwithstanding the previous statement, during the term of this contract the Government may, at the sole discretion of the Contracting Officer, pay a stipend to unsuccessful Offerors responding to Design-Build Task Order proposals a specified nominal amount to encourage competition in these offerings. Successful offerors on design-build task order request for proposals shall not be paid a stipend. The contracting officer will determine actual level of effort nominal stipend amounts, if any, at the time of the issuance of the Task Order Request for Proposal. These stipends are neither promised, guaranteed, or intended to provide total reimbursement for proposal preparation fees and will be granted at the sole discretion of the Contracting Office.

4.5. Site Visits

Offeror’s attendance at walk-through (site visits) is considered vital to preparation of competitive and cost-effective offers, and to understanding the total results desired by the Government. In some cases a walk-through may be determined mandatory in order for a contractor to submit a proposal. Such requirement will be stated in the RFQ/RFP. However, failure to attend walk-through may not be used as an excuse for omission or miscalculation in offers.

4.6. Proposal Contents.

4.6.1. The basis of award of each task order will be stated in the RFQ/RFP. Depending upon the requirements of each Task Order, the Contractor will typically provide a price proposal in response to an RFQ/RFP. Contractors shall respond within the number of calendar days stated in the RFQ/RFP by submitting a proposal to the Contracting Officer in accordance with requirements stated in the RFQ/RFP.

4.6.2. Proposal Pricing Schedules. The Government's payment for the items listed in the Pricing Schedules of individual Task Orders will constitute full compensation to the Contractor for-- (1) Furnishing all plant, labor, equipment, services, appliances, and materials; and (2) Performing all operations required to complete the work in conformity with the drawings and specifications. The contractor shall include in the prices for the items listed in the Pricing Schedule all costs for work in the specifications, whether or not specifically listed in the Pricing Schedule.

4.6.3. Deviations and Alternate Proposals. Offerors shall specifically identify all deviations from the minimum RFQ/RFP requirements in a cover letter in a section entitled "Alternate Proposal” or “Deviations." This requirement applies for all proposal revisions and Final Proposal Revisions. Proposed alternates/deviations shall specifically address in detail the alternate and rationale for proposing. Alternate solutions and deviations shall include separate pricing information. If an alternate/deviation is proposed, the work as specified in the solicitation must also be priced.

4.6.4. The non-cost factors and price factors will vary depending on the unique requirements for each Task Order. In addition to price, the RFP/RFQ may indicate in the offering other factors (Past Performance and/or Technical considerations) that will be considered in the evaluation offer.

4.6.4.1. Past Performance, within a five (5) year period, on previously awarded Task Orders under the MATOC or work on any awards completed for the National Guard may be considered as well as relevant performance evaluations at any location accessible in Government Performance databases. Past performance will be evaluated in terms of quality, timeliness, management effectiveness or other factors that the Contracting Officer determines to be relevant to award on a particular Task Order. On occasion, when deemed necessary by the Contracting Officer, technical factors may also be considered.

4.7. Task Order Evaluation Method and Procedures

4.7.1. The Government intends to select the most advantageous, responsive, and responsible proposal, price and other factors considered. Each RFQ/RFP will describe the criteria to be utilized in evaluating Task Order proposals.

4.7.2. Discrepancies in the Evaluation of Offers Submitted in Response to RFQ/RFPs for Individual Task Orders

4.7.2.1. For the purpose of initial evaluations of offers proposed for individual Task Orders, the following will be utilized in resolving arithmetic discrepancies found on the face of pricing schedule as submitted by the Offeror: (1) Obviously misplaced decimal points will be corrected; (2) Discrepancy between unit price and extended price, the unit price will govern; (3) Apparent errors in extension of unit prices will be corrected; (4) Apparent errors in addition of lump-sum and extended prices will be corrected.

4.7.2.1.1. For purposes of price evaluation, the Government will proceed on the assumption that the Offeror intends the proposed price to be evaluated on basis of the unit prices, the totals arrived at by resolution of arithmetic discrepancies as provided above.

4.7.2.1.2. These correction procedures shall not be used to resolve any ambiguity concerning price.

4.7.3. Evaluation of Option Reference (FAR 52.217-5). When option line items are included in the Task Order RFQ/RFP, the Government will evaluate offers for the purpose of awarding Task Orders by adding the total price for all options to the total price for the basic requirement, unless specifically stated otherwise in the Task Order Offering. Evaluation of options will not obligate the Government to exercise the option(s).

4.7.4. The right is also reserved to reject any and all offers.

4.8. Award Decision

4.8.1. Whenever possible, award will be made without discussions.

4.8.2. If discussions are required, each MATOC contractor will be requested to provide a final proposal revision, unless eliminated from discussions through the establishment of a competitive range.

4.8.3. If the Contracting Officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals.

4.8.4. Task Order award will be made based on the best value to the Government in accordance with the criteria described in the RFQ/RFP. When price is the only factor considered, award will be based on the lowest reasonable and realistic price received. Proposals unrealistically high or low in price, when compared to the Government estimate, and market conditions evidenced by other competitive proposals received, may be indicative of an inherent lack of understanding of the solicitation requirements and may result in proposal rejection without discussion.

4.8.5. The award will be a firm fixed-priced Task Order with a specific completion date or performance period. When Options are included in the Schedule, and the options(s) is not exercised at time of award, the Task Order will specify the number of days after notice to proceed for exercising the Options. Consideration in order completion will be made when specifying these days. Options when exercised shall not extend the original performance period of the Task Order.

4.9. Task Order Issuance

4.9.1. Task Orders will be issued on DD Form 1155. Orders may be placed via mail, telephone, facsimile or electronic means. If mailed, a Task Order is considered "issued" when the Government deposits the order in the mail or sends via facsimile or electronic mail. An oral order will be followed with a written document. The appropriate issuing, administration, and payment offices will be cited on each Task Order.

4.9.2. Plans and Specifications. The Contractor will be provided either an electronic copy of the Statement of Work or one paper copy of the Statement of Work (with pertinent supplemental specifications and construction drawings as applicable) upon issue of each Task Order. All further reproduction shall be at the Contractor's expense. The Government may provide these as hard copy or as electronic media, such as web postings, e-mail or CD ROM, at its option.

4.9.3. Notice to Proceed (NTP) will be issued separately after receipt of acceptable performance and payment bonds.

4.9.4. All terms and conditions of the basic award contract, including clauses, are incorporated by reference into each task order unless specifically excluded in writing.

SC5. ORDERING PROCEDURES FOR SOLE SOURCE ORDERS AND MODIFICATIONS

5.1. In the event it becomes necessary to negotiate with one firm on a sole-source basis the following procedures will be used:

5.1.1. Circumstances Permitting Sole Source Orders. All MATOC Contractors will be given a fair opportunity to submit a proposal on projects unless the Contracting Officer determines:

1) An urgent need exists and seeking competition would result in unacceptable delay

2) Only one Contractor is capable at the level of quality required because the requirement is unique or highly specialized

3) A sole source is in the interest of economy and efficiency as a logical follow-on to an order already competed .

5.1.2. Procedures for 100% Designed Projects or Design Build Projects. (Sole Source) An RFQ/RFP will be issued requiring a detailed cost proposal, in additional to other proposal submission requirements. Task Order negotiations will normally be conducted.

5.1.3. Requirement for Cost and Pricing Data (10 U.S.C. 2306a and 41 U.S.C 254b) (Sole Source Task Orders and modifications.

5.1.3.1. Unless an exception applies, or a waiver has been granted cost or pricing data is required at the threshold contained in FAR 15.403-4 (currently $700,000). When required the contractor shall submit to the contracting officer the following in support of any proposal:

5.1.3.2. Cost or pricing data in the format designated by the Contracting Officer (and to)

5.1.3.3. Require any subcontractor or prospective subcontractor to submit to the prime contractor or appropriate subcontractor tier cost or pricing data in the format designated by the Contracting Officer.

5.1.3.4. A certificate of current cost or pricing data, in the format specified in FAR 15.406-2 certifying that to the best of its knowledge and belief, the cost or pricing data were accurate, complete, and current as of the date of agreement on price or, if applicable, an earlier date agreed upon between the parties that is as close as practicable to the date of agreement on price.

5.1.3.5. The award will be a firm fixed-priced Task Order with a specific completion date or performance period. When Option items are included in the Task Order Price Schedule, and the options(s) is not exercised at time of award, the Task Order will specify the number of days after notice to proceed for exercising the Options. Consideration in order completion will be made when specifying these days. Options when exercised shall not normally extend the original performance period of the Task Order.

5.1.3.6. Subcontractor Proposals. The contractor to the maximum extent possible shall submit competitive subcontractor proposals. In the event the contractor is limited to one proposal the government will evaluate costs using an independent government estimate, R.S. Means, and or Local Market Conditions. Please note that any subcontractor proposals that exceed $650K are subject to Certified Cost and Pricing.

5.1.3.7. Profit. (applicable to all sole source action above $150,000.00 .)Profit will be negotiated based on the Alternate Structured Approach as defined by the National Guard FAR Supplement.

The following procedures will be used as the alternate structured approach for construction profit:

(1) A fair and reasonable profit shall be negotiated/determined. The following procedures shall be used as a guide:

Degree of Risk 20

Relative Difficulty of Work 15

Size of Job 15

Period of Performance 15

Contractor's Investment 5

Assistance by Government 5

Subcontracting 25

TOTAL 100%

(2) Each Factor shall be weighted as indicated below based on the circumstances of the procurement. "Value" is obtained by multiplying the "WEIGHT" by the "RATE"; i.e., WEIGHT X RATE = VALUE. The Value column, when totaled, will indicate the fair and reasonable profit percentage that should be used for the procurement.

(3) Construction projects will normally be weighted from .03 to .12. The Contracting Officer shall address the conditions in writing that justify assigning a WEIGHT other than the recommended WEIGHTS shown below.

(i) Degree of Risk When the work involves no risk or the degree of risk is very small, the "Weight" should be .03; as the degree of risk increases, the "Weight" should be increased up to a maximum of .12. Note that Lump Sum construction work should generally have a higher weight than Unit Priced items. Other things to consider when assigning a weight are the nature of the work to be accomplished, where it will be done, the conditions it will be accomplished under, etc. In addition to the above items, consider the portion of work to be accomplished by subcontractors.

(ii) Relative Difficulty of Work

If the work is very difficult and complex, the "Weight" should be .12 and should be proportionately reduced to .03 on the simplest of jobs. This factor, to some extent, is closely associated with the Degree of Risk factor. Other things to consider when assigning a weight are nature of the work, who is accomplishing (i.e., subcontractors, consultants, etc), time schedule, etc.

(iii) Size of Job. Work not in excess of $100,000 shall be weighted at .12. Work estimated to be between $100,000 and $5,000,000 shall be proportionately weighted from .12 to .05. Work between $5,000,000 to $10,000,000 shall be weighted at .04. Work in excess of $10,000,000 shall be weighted at .03.

(iv) Period of Performance

Projects in excess of 24 Months (180 days actual design time) should be weighted at .12. Projects of a lesser duration will be proportionately weighted down with .03 being the minimum; i.e., jobs not exceeding 30 Days. No weight will be assigned for changes where additional time is not required.

(v) Contractor's Investment

This Factor should be weighted from .03 to .12 based on the capital investment the contractor has tied up in the project. An above average investment would be given a higher weight while a below average investment would rate a low weight. On construction contracts, take into account the amount of Government-Furnished Property being provided.

(vi) Assistance by the Government

This Factor should be weighted from .03 to .12 based upon the assistance furnished the contractor by the Government. A high level of assistance would be given a low weight while little or no assistance would be given a higher rate. On construction projects, consider the amount of Government owned property and equipment the contractor will be able to make use of and if there will be any costs to the government for providing.

(vii) Subcontracting

This Factor will be weighted inversely (proportional) to the amount of subcontracting on the project. When 80% or more of the work is to be subcontracted, a weight of .03 will be used. The weighting should be proportionately increased to .12 as the amount of work performed by the contractor's own work force increases.

5.1.3.8. Unless an exception applies, or a waiver has been granted, cost or pricing data is required at the threshold contained in FAR 15.403-4 (currently $700,000). When required, the contractor shall submit to the contracting officer the following in support of any proposal:

5.1.3.8.1. Cost or pricing data in the format designated by the Contracting Officer, and

5.1.3.8.2. Require any subcontractor or prospective subcontractor to submit to the prime contractor or appropriate subcontractor tier cost or pricing data in the format designated by the Contracting Officer.

5.1.3.8.3. A certificate of current cost or pricing data, in the format specified in FAR 15.406-2 certifying that to the best of its knowledge and belief, the cost or pricing data were accurate, complete, and current as of the date of agreement on price or, if applicable, an earlier date agreed upon between the parties that is as close as practicable to the date of agreement on price.

SC6. ORDERING (REFERENCE FAR 52.216-18)

6.1. Any services to be furnished under this contract will be ordered by issuance of Task Orders by the individuals or activities designated in this contract. Any Federal Contracting Officer, at the locations specified in the solicitation, or others as approved in writing by the issuing office Contracting Officer, is authorized to issue orders under the MATOC contracts within the individual’s warrant levels. A copy of each task order (DD Form 1155 only), and modification (SF 30 only with funding information) issued by agencies outside the issuing office shall be provided to the issuing contracting office at time of execution.

6.2. Task orders may be issued from date of contract award until the last day of the basic contract period and any options exercised. The total term of the contract and any options may not exceed five years. However, task orders issued during the contract period may be completed in accordance with the terms of the task order after the contract period has expired.

6.3. All Task Orders are subject to the terms and conditions of this contract. In the event of conflict between a Task Order and this contract, the contract will control. The Government reserves the right to incorporate additional clauses, as appropriate, into individual Task Orders solicitations and awards.

6.4. Protests. In accordance with FAR 16.505(a) (9), no protest under Subpart 33.1 is authorized in connection with the issuance or proposed issuance of an order under a task-order contract or delivery-order contract, except for—(A) A protest on the grounds that the order increases the scope, period, or maximum value of the contract; or(B) A protest of an order valued in excess of $10 million. Protests of orders in excess of $10 million may only be filed with the Government Accountability Office, in accordance with the procedures at 33.104.(ii) The authority to protest the placement of an order under this subpart expires on May 27, 2011. (10 U.S.C. 2304a(d) and 2304c(d), and 41 U.S.C. 253h(d) and 253j(d)).

6.5. Ombudsman. If the Contractor believes it was not fairly considered for a particular Task Order, the Contractor may present the matter to the Contracting Officer. The Contractor may appeal the explanation or decision of the Contracting Officer to the Ombudsman, who is the corresponding State US Property and Fiscal Office (USPFO). The Ombudsman will review the Contractor's complaint, and in coordination with the Contracting Officer, verify that the Contractor was afforded a fair opportunity to be considered for the Task Order.

SC7. OPTION FOR INCREASED QUANTITY ON TASK ORDERS

7.1. The Government may elect to make certain tasks option items, as described in RFP/RFQ, In this case, the Government may increase the quantity of work awarded on individual Task Orders by unilaterally exercising Option Item(s) within the period specified in the Task Order.

7.2. In the event the option is not exercised within the time period specified in the task order award, the parties may agree (Bilateral Agreement) to the option(s) provided that the exercising of said option(s) will not increase the contract performance period.

7.3. Any option herein shall be considered to have been exercised at the time the Government deposits written notification to the Contractor in the mail, provides by facsimile, or electronic mail.

SC8. TASK ORDERS INCLUDING DESIGN AND CONSTRUCTION SERVICES (Design Build Task Orders)

8.1. Conflict of Interest: To avoid conflict of interest issues on Design Build Task Orders the following will apply.

8.1.1. In the event an AE firm has prepared or otherwise participated in the development of the Design Build RFP documents under contract with the Government that AE will be precluded from participating as a member of the design build MATOC team for the affected project. The Notice of Proposed Task Order will identify any firm(s) that this exclusion shall apply to.

8.2. Procedures for Design Build Projects: Design Build Projects for the purpose of this contract are divided into two categories. Complex and Non-Complex.

8.2.1.1. Non-Complex Design Build Projects: An RFP may be issued for design and construction along with, but not limited to, a Statement of Work, Design Criteria, Project layout or similar data and a cost target for the project. Non –complex Design Build Projects will generally not require the services of an A& E firm but will require a Registered Architect (RA) or Professional Engineer (PE) stamp certain requirements. Contractors will be required to submit a technical proposal as well as a price proposal. Resulting Task Order will be issued with a firm fixed price for design and construction. It is the MATOC Contractor’s responsibility to design the project so that it can be constructed within the fixed price contract value. Failure to do so is at the Contractor’s risk. Contractors may be required to submit a detailed proposal for construction (e.g., breakdowns for labor, subcontracted work, equipment, and materials).

8.2.1.2. Complex Design Build Projects:

8.2.1.2.1. The Contracting Officer will normally issue an email soliciting interest on these type projects. MATOC contractors who are interested shall respond affirmatively to the email within the time specified (normally 2-4 days) or be eliminated from further correspondence concerning the offering. These type task orders will be solicited using the Two Phase solicitation process authorized by FAR 36.3, unless less than 3 contractors show interest.

8.2.1.2.2. Phase One of this Offering is a request for qualifications. This process requires potential contractors to submit their past performance, basic technical approach and capability information initially for review and consideration by the Government. Offerors shall provide information to demonstrate a history of performance on contracts that are similar in Design Build scope-execution, complexity and size to the procurement requirement. (The Phase One process will normally require proposals in 15 days after issuance) Following the review, evaluation, and rating of these proposals, the Government intends to select three, but no less than two and not to exceed five, of the highest rated contractors to receive the technical requirements package and to participate in the Phase Two process of the solicitation. All offerors will be notified of their selection/non-selection to Phase Two.

8.2.1.2.3. The Phase Two of the RFP may be issued for design and construction (Design Build) along with, but not limited to, a Statement of Work, Design Criteria and /or project Book, or concept design and a cost target for the project. The MATOC contractor will be responsible for the design services, labor, materials, equipment, tools, construction equipment, machinery, water, heat, utilities, transportation and all other costs associated with the project. The MATOC contractor will be provided with a performance based specifications and design criteria. The design will normally be developed to approximately 10% using relationship diagrams. The performance based specifications and design criteria will provide the MATOC contractor with the Government’s design and performance objectives. A detailed proposal will be required to include the price proposal within the stated cost objective. Normally, a minimum of 30 days will be provided for this Phase. Complete project specific proposal requirements, for both phases, will be provided with the offering.

8.3. Limitation on Payment for Design Services. If, for any reason, it should be necessary to terminate prior to completion, a Task Order that includes design, the Government will pay the Contractor a fair and reasonable price for the design services performed and delivered to the Government. However, such payment will not exceed a sum greater than the amount allowable pursuant to 10 USC 4540 regardless of the actual costs the Contractor may be able to substantiate. (See DFARS 236.606-70)

8.4. Design Reviews.

8.4.1. Review(s) of the design will be accomplished in accordance with the Statement of Work for each Task Order. The Contractor is responsible for submitting the number of copies to the addresses identified when review is not accomplished at the Contractor’s office.

8.4.2. The time required by the Government to review submissions made during design or construction may vary with the Task Order. However, the Government will attempt to provide as expedited a review as is possible. The review periods, as established in the Task Order SOW are the maximum anticipated periods required. Every effort will be made to accomplish reviews within shorter periods. Over-the-shoulder reviews will be used to the maximum extent practicable.

8.4.3. The Contractor is responsible for incorporation of review comments as soon as possible and within the time scheduled in the Task Order.

SC9. PROPOSED KEY PERSONNEL AND PROPOSED MINIMUM QUALIFICATIONS OF KEY PERSONNEL AND PROPOSED SUBCONTRACTORS.

Any proposed key personnel, minimum qualifications for incoming or replacement key personnel, and subcontractors will be considered incorporated by reference into the contract resulting from this solicitation and shall be limited to individuals, qualifications, and firms that were specifically identified in the proposal and/or agreed to during discussions, if held. The Contractor shall obtain the Contracting Officer's written consent before making any substitutions. Once an acceptable substitute firm is identified this firm will be added to the listed of proposed subcontractors.

SC10. GENERAL WAGE DECISIONS.

Applicable Davis-Bacon wage rates will be identified for all Task Orders issued under this contract current as of the time of award of the task order. Wage Determinations may be found at: http://www.wdol.gov/wdol/scafiles/davisbacon/MO.html

SC11. EVALUATION OF CONTRACTOR PERFORMANCE

11.1. In accordance with FAR 36.201(a) (1) (i), the Contractor's performance will be evaluated upon completion of each Task Order. Interim evaluations may be prepared at any time during contract performance when determined to be in the best interest of the Government.

11.2. Contractors will be sent an email notice to review and comment, if appropriate, on the performance evaluations via a web based system. A contractor point of contact (POC), to receive notification of performance evaluations, shall be identified at time of award of the basic contract. The POC must maintain a current email address on file with the Contracting Officer. In lieu of a contract POC, contractors may provide task order specific individuals to receive this information. Contracting Officers will be notified at the task order pre-construction meeting of any changes.

11.3. As of 01 November 2006 all DoD contractors are required to obtain a Public Key Infrastructure (PKI) certificate to access the CPARS/ACASS/CCASS applications. DoD contractors are required to purchase a certificate from an External Certificate Authority (ECA). The cost of the certificates is the sole responsibility of the Contractor and will not be reimbursed by the Government. Contractor must be proactive in obtaining certificates. If you have questions on obtaining PKI certificates, please visit www.cpars.navy.mil.

SC12. ORDER OF PRECEDENCE (REFERENCE FAR 52.236-21)

12.1. MATOC Basic Contract. Any inconsistency in this solicitation or contract will be resolved by giving precedence in the following order:

1) Representations and other instructions,

2) Contract clauses,

3) Other documents, exhibits, and attachments,

4) The specifications

5) The drawings

12.2. The MATOC basic contract includes the standard contract clauses, and the individual Task Orders include added specifics and schedules current at the time of Task Order award. The Task Order contract consists of:

1) The solicitation in its entirety, including all drawings, cuts, and illustrations and any amendments, and

2) The successful offeror's accepted proposal. The Task Order constitutes and defines the negotiated agreement between the Contractor and the Government. No documentation will be omitted which in any way bears upon the terms of that agreement.

12.3. In the event of conflict or inconsistency between any of the provisions of a Task Order, including the Request for Proposal, Contractor's proposal, or Task Order deliverable, precedence will be given in the following order:

1) Betterments: Any portions of the accepted proposal, or any subsequent design or other submittal, which both conform to and exceed the provisions of the Request for Proposal. "Betterment" is defined as any product, component, or system, which exceeds the minimum requirements stated in the Request for Proposal.

2) The provisions of the solicitation: (See also Contract Clause: SPECIFICATIONS AND DRAWINGS FOR CONSTRUCTION) (See FAR 52.236-21)

3) Any design products including, but not limited to, plans, specifications, engineering studies and analyses, shop drawings, equipment installation drawings, etc. These are "deliverables" under the Task Order and must conform to or exceed all provisions of the Task Order, in order of precedence herein.

SC13. ADDITIONAL CLAUSES APPLICABLE TO DESIGN BUILD TASK ORDERS

13.1. The following FAR and DFARS clauses apply to Design Build task orders.

1) FAR 52.236-23 Responsibility of the Architect-Engineer Contractor APR 1984

2) FAR 52.244-4 Subcontractors and Outside Associates and Consultants (Architect-Engineer Services) AUG 1998

3) FAR 52.236-0025 –Requirements for Registration of Designers – Apr 1984

4) DFARS 252.227-7022 – Government Rights (Unlimited) (DFARS, Mar 1979)

13.2. The following National Guard (NG) Design Build (DB) Special Contract Requirements (SCR) applies to DB task orders issued under this contract.

1) NG-DB-SCR 001 – Design-Build Contract Order of Precedence

The Contract includes the standard contract clauses and schedules current at the time of contract award. It entails (1) the solicitation in its entirety, including all drawings, cuts, and illustrations, and any amendments, and (2) the successful offeror’s accepted proposal. The contract constitutes and defines the entire agreement between the Contractor and the Government. No documentation shall be omitted which in any way bears upon the terms of that agreement. In the even of conflict or inconsistency between any of the provisions of this contract, precedence shall be given in the following order: (1) Enhancement/ Betterment: Any portions of the accepted proposal that both conform to and exceed the provisions of the solicitation. (2) The provisions of the solicitation. (See also Contract Clause Specifications and Drawings for Construction). (3) All other provisions of the accepted proposal. (4) Any design products including, but not limited to, plans, specifications, engineering studies and analyses, shop drawings, equipment installation drawings, etc. These are deliverables under the contract and are not part of the contract itself. Design products must conform to all provisions of the contract, in the order of precedence herein.

2) NG-DB-SCR 002. – Proposed Enhancements/Betterment

The minimum requirements of the contract are identified in the Request for Proposal. All enhancements/Betterment offered in the proposal and accepted by the Government become a requirement of the awarded contract. An “Enhancement” or “Betterment” is defined as any component or system that exceeds the minimum requirements stated in the Request for Proposal. Offerors shall submit a list of proposed enhancements/betterments with their proposal. “Government identified enhancements/betterments” include the enhancements/betterments identified on the “List of Accepted Project Enhancements/Betterments” prepared by the Government Evaluation Board and made part of the contract by alteration, and all other enhancement/betterments identified in the accepted Proposal after award.

3) NG-DB-SCR 003 – Designer of Record Designer of Record approval is required for extension of design, critical materials, and deviations from the solicitation, the accepted proposal, or the completed design, equipment whose compatibility with the entire system must be checked, and other items as designated by the Contracting Officer’s Representative. Within the terms of the Contract Clause entitled “Specifications and Drawings for Construction,” they are considered to be “shop drawings.” The Contractor shall provide the Government the number of copies designated of all Designer of Record approved submittals and substantiation documents. The Government may review any or all Designer of Record approved substantiation documents and or submittals for conformance to the Solicitation and Accepted Proposal. The Government will review all substantiation documents and or submittals designated as deviating from the Solicitation or Accepted Proposal. Contracting approval is required for any deviations from the Solicitation or Accepted Proposal. Government review is required for extension of design construction substantiation documents and or submittals, used to define contract conformity, and for deviation from the completed design. Review will only be for conformance with the contract requirements. Included are only construction substantiation documents and or submittals for which the Designer of Record design documents do not include enough detail to ascertain contract compliance. All documents not requiring Design of Record approval will be for information only. They are not considered to be “shop drawings” within the terms of the Contract Clause referred to above.

4) NG-DB-SCR-004. Key Personnel, Subcontractors and Outside Associates or consultants.

In connection with the services covered by this contract, any in-house personnel, subcontractors, and outside associates or consultants will be limited to individuals or firms that were specifically identified and agreed to during the proposal stage of the acquisition. The contractor shall obtain the Contracting Officer’s written consent before making any substitution for these designated in-house personnel, subcontractors, associates or consultants.

5) NG-DB-SCR – 005. Responsibility of the Contractor for Design

The contractor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and any other non-construction services furnished by the Contractor under this contract. The Contractor shall, without additional compensation, correct or revise any errors or deficiency in its designs, drawings, specifications, and other non-construction services. Neither the Government’s review, approval or acceptance of, nor payment for, the services required under this contract shall be construed to operate as a waiver of any rights under this contact or of any cause of action arising out of the performance of this contract, and the Contractor shall be and remain liable to the Government in accordance with applicable law for all damages to the Government caused by the Contractor’s negligent performance of any of the services furnished under this contract. The rights and remedies of the Government provided for under this contract are in addition to any other rights and remedies provided by law.

6) NG-DB-SCR – 006. Warranty of Construction Work

In addition to any other warranties in this contract, the Contractor warrants, except as provided in paragraph (i) of contract clause 52.246-21, that work performed under this contract conforms to the contract requirements and is free of any defect in equipment, material, or workmanship performed by the Contractor or any subcontractor or supplier at any tier. This warranty shall continue for a period of 1 year from the date of final acceptance of the work. If the Government takes possession of any part of the work before final acceptance, this warranty shall continue for a period of 1 year from the date that the Government takes possession.

The Contractor shall remedy at the Contractor’s expense any failure to conform, or any defect. In addition, the Contractor shall remedy at the Contractor’s expense any damage to Government-owned or controlled real or personal property, when that damage is the result of (1) The Contractor’s failure to conform to contract requirements; (2) Any defect of equipment, material or workmanship; or (3) Contractor negligence. The Contractor shall restore any work damaged in fulfilling the terms and conditions of this clause.

The Contractor’s warranty with respect to work repaired or replaced will run for 1 year from the date of repair or replacement. The Contracting Officer shall notify the Contractor, in writing, within a reasonable time after the discovery of any failure, defect or damage. If the Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice, the Government will have the right to replace, repair, or otherwise remedy the failure, defect, or damage at the Contractor’s expense.

With respect to all warranties, express or implied, from subcontractors,…