SOLICITATION, OFFER, 1. SOLICITATION NO. 2. TYPE OF ...lignesdedefense.blogs.ouest-france.fr/files/W912GB-11-R-0031.pdff. SCHEDULE OF SERVICES AND RATES (SSR) or UNIT PRICE BOOK (UPB):

MATOC Southern and Central Africa:

Indefinite Delivery Indefinite Quantity (IDIQ) Multiple Aw ard Task Order Contract (MATOC) to provide real property repair and maintenance, environmental and force protection w ork and construction services throughout the southern and central geographical locations of Africa. The geographical areas includes w ork to be performed in Botsw ana, Lesotho, Mozambique, Namibia, Sw aziland, Zambia, Zimbabw e, Angola, Burundi, Cameroon, Central African Republic, Chad, Democratic Republic of Congo, Equatorial Guinea, Gabon, Republic of Congo, Rw anda, and Sao Tome & Principe.

The Period of Performance w ill be establish from each individual task order.

ROBERT E WILLIAMS 49 0611 9744 2802

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

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

NEGOTIATED12-May-2011

(RFP)

(IFB)

X

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

See Item 7

2. TYPE OF SOLICITATION

SEALED BID

3. DATE ISSUED

9. FOR INFORMATION A. NAME

SOLICITATION

NSN 7540-01-155-3212 1442-101 STANDARD FORM 1442 (REV. 4-85)Prescribed by GSAFAR (48 CFR) 53.236-1(e)

11. The Contractor shall begin performance w ithin _______10 calendar days and complete it w ithin ________365 calendar days after receiving

aw ard, X notice to proceed. This performance period is X mandatory, negotiable. (See _________________________

12 A. THE CONTRACTOR MUST FURNISH ANY REQUIRED PERFORMANCE AND PAYMENT BONDS?(If "YES," indicate within how many calendar days after award in Item 12B.)

X YES NO

13. ADDITIONAL SOLICITATION REQUIREMENTS:

A. Sealed offers in original and __________4 copies to perform the w ork required are due at the place specif ied in Item 8 by ___________ local time ______________20 Jun 2011 (date). If this is a sealed bid solicitation, offers must be publicly opened at that time.shall be marked to show the offeror's name and address, the solicitation number, and the date and time offers are due.

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

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

D. Offers providing less than _______120 calendar days for Government acceptance after the date offers are due w ill not be considered and w ill be rejected.

SOLICITATION, OFFER, AND AWARD

(Construction, Alteration, or Repair)

1. SOLICITATION NO.

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

4. CONTRACT NO.

7. ISSUED BY CODE

CONTRACTING DIVISIONUS ARMY CORPS OF ENGINEERSKONRAD ADENAUER RING 39D-65187 WIESBADEN GERMANYWIESBADEN 65187

W912GB

PAGE OF PAGES

1 OF

CODE

(Title, identifying no., date):

.)

12B. CALENDAR DAYS

10

02:00 PM (hour)Sealed envelopes containing offers

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

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

FAX:TEL: TEL: FAX:

W912GB-11-R-0031 115

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20B. SIGNATURE

(REV. 4-85)STANDARD FORM 1442 BACK

TO SIGN

NSN 7540-01-155-3212

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

CODE FACILITY CODE

17. The offeror agrees to perform the w ork required at the prices specif ied below in strict accordance w ith the terms of this solicitation, if this offer isaccepted by the Government in w riting w ithin ________ calendar days after the date offers are due.the minimum requirements stated in Item 13D. Failure to insert any number means the offeror accepts the minimum in Item 13D.)

AMOUNTS SEE SCHEDULE OF PRICES

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

19. ACKNOWLEDGMENT OF AMENDMENTS(The offeror acknowledges receipt of amendments to the solicitation -- give number and date of each)

AMENDMENT NO.

DATE

20A. NAME AND TITLE OF PERSON AUTHORIZED TO SIGNOFFER (Type or print)

AWARD (To be completed by Government)

21. ITEMS ACCEPTED:

22. AMOUNT 23. ACCOUNTING AND APPROPRIATION DATA

24. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM(4 copies unless otherwise specified)

CODE

(Insert any number equal to or greater than

20C. OFFER DATE

25. OTHER THAN FULL AND OPEN COMPETITION PURSUANT TO

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

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

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

See Item 14

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

30B. SIGNATURE

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

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

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

30C. DATE

(Type or print)

TEL: EMAIL:

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

CONTRACTING OFFICER WILL COMPLETE ITEM 28 OR 29 AS APPLICABLE(Contractor is required to sign this28. NEGOTIATED AGREEMENT

(M ust be fully completed by offeror)OFFER

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Section 00010 - Solicitation Contract Form TABLE OF CONTENTS: SF 1442 CONSTRUCTION SOLICITATION SECTION 00010 SOLICITATION CONTRACT FORM SECTION 00100 BIDDING SCHEDULE/INSTRUCTIONS TO BIDDERS SECTION 00600 REPRESENTATION AND CERTIFICATIONS SECTION 00700 CONTRACT CLAUSES SECTION 00800 SPECIAL CONTRACT REQUIREMENTS SECTION 01 11 00 SUMMARY OF WORK SECTION 01 30 00 ADMINISTRATIVE REQUIREMENTS 00 73 15.50 General Conditions, November 2010 00 73 15.15 Time Extensions for Unusually Severe Weather, January 2009 01 00 15 Design After Award, April 2010 01 32 01.00 10 Project Schedule (Alternate), May 2008 01 33 00 Submittal Procedures, July 2009 01 45 01 USACE Quality Control, June 2010 01 45 01.10 USACE Quality Control System (QCS), April 2008 01 35 26 Safety and Occupational Health Requirement, February 2009 01525 Safety and Occupational Health Requirements for Projects in Emerging Countries, February 2007 01 78 00 Completion Procedures, February 2010 0178 23 Operation and Maintenance, March 2009 02 41 00 Demolition, February 2010 00106 Asbestos Abatement Construction Signs, November 2008 ENCLOSURES: ENCL (1) Letter of Guaranty ENCL (2) Letter of Assurance ATTACHMENTS: EUD AFRICA MATOC – ELECTRONIC BIDDING SCHEDULE SPECIAL TECHNICAL REQUIREMENTS (STRs) UNIT PRICE BOOK (UPB) Attachment (A1) Experience Overview Sheet Attachment (A2) Experience Information Sheet Attachment (A3) Past Performance

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SECTION 00010 SUPPLIES OR SERVICES AND PRICES/COSTS

1.1 GENERAL INFORMATION

a. PERFORMANCE PERIOD: A base period of one (1) year and two (2) option periods of one (1) year each.

b. MAXIMUM CONTRACT VALUE: Not-to-exceed $12,000,000 for the life of contract with an estimated annual amount of $4,000,000 for each period.

c. MINIMUM GUARANTEE: The minimum guarantee amount is $5,000 for the base year and is consideration for all remaining Option Years.

d. TASK ORDER LIMITATIONS: The Minimum Task Order is $5,000 and the Maximum Task Order is limited to $12,000,000. All task orders will be awarded and invoices paid in U.S. dollars.

e. BANK LETTER OF GUARANTEE (BLG) and LETTER OF ASSURANCE (LOA): The Bank Letter of Assurance shall reflect 10% of each individual Task Order award.

f. SCHEDULE OF SERVICES AND RATES (SSR) or UNIT PRICE BOOK (UPB): The Schedule of Services and rates (SSR), dated 2011, is to be used as the contract specification in the execution of work under this contract.

g. UNIT PRICE BOOK is the terminology used by the U.S. Army for Schedule of Services and Rates (SSR). The terms shall be used interchangeably in this solicitation and final contract.

h. The terms shall be used interchangeably in this solicitation and final contract. 1.2 PURPOSE AND SCOPE: The purpose of this Europe District (EUD) Indefinite Delivery Indefinite Quantity (IDIQ) Multiple Award Task Order Contract (MATOC) is to provide real property repair and maintenance, environmental work, force protection work, and construction services in the areas identified below. Use of the MATOC will provide the Government with a construction product delivery method that can accommodate quick and straight-forward projects, as well as some small but complex projects, and can help minimize design effort and related overhead expenditures, as well as handle compressed schedules. Task Orders will primarily address general building renovation, road and pavement repair, and general environmental work including, but not limited to, incidental general construction; bridges, concrete/ asphalt roads and pavements; miscellaneous civil work, including drainage structures, sewer systems, sanitation systems, and water systems; buildings or barrack type structures; electrical, which work may include minor construction, excavation, plumbing, demolition, electrical, structural, mechanical, concrete work, and environmental remedial work. 1.3 GEOGRAPHICAL LOCATION The majority of the work to be performed under the contract is new construction throughout southern and central Africa. The southern countries include Botswana, Lesotho, Mozambique, Namibia, South Africa, Swaziland, Zambia, and Zimbabwe. The central countries include Angola, Burundi, Cameroon, Central African Republic, Chad, Democratic Republic of Congo, Equatorial Guinea, Gabon, Republic of Congo, Rwanda, and Sao Tome & Principe. The government may award 15% of this contract in other countries in Africa. Some work may be performed outside of these locations under each contract. Successful Offerors shall be

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required to meet specific country requirements that shall be identified per Task Order. The Government reserves the right to issue additional contracts in the area of responsibility.

ITEM NO SUPPLIES/SERVICES MAX QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 4,000,000 Each MATOC Southern & Central Africa

FFP Base Year: This CLIN will be used for Task Orders issued during the period of performance July 2011 through June 2012. Indefinite Delivery Indefinite Quantity (IDIQ) Multiple Award Task Order Contract (MATOC) for construction services in the southern and central geographical locations of Africa. The countries includes work to be performed in Botswana, Lesotho, Mozambique, Namibia, Swaziland, Zambia, Zimbabwe, Angola, Burundi, Cameroon, Central African Republic, Chad, Democratic Republic of Congo, Equatorial Guinea, Gabon, Republic of Congo, Rwanda, and Sao Tome & Principe. Some work (approximately 15%) may be performed outside of these locations. The performance period will be for a term of twelve (12) months. The Defense Base Act (DBA) Insurance requirement shall be calculated and obtained per individual task order prior to the commencement of work. FOB: Destination

MAX

NET AMT

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 0002 1 Lump Sum Defense Base Act Insurance (DBA)

FFP Base Year (for CLIN 0001): Defense Base Act Insurance (DBA) MATOC Southern and Central Africa FAR 52.228-3 Worker's Compensation Insurance (Defense Base Act) and 52.000-4106 Defense Base Act Insurance Rates – Limitation Fixed Price. (Cost for DBA is not considered to be part of the coefficients.) The Defense Base Act (DBA) Insurance requirement shall be calculated and obtained per individual task order prior to commencement of work. FOB: Destination

NET AMT

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1001 4,000,000 Each OPTION MATOC Southern & Central Africa

FFP Option Year One (1): This CLIN will be used for Task Orders issued during the period of performance Jun 2012 through Jul 2013. Indefinite Delivery Indefinite Quantity (IDIQ) Multiple Award Task Order Contract (MATOC) for construction services in the southern and central geographical locations of Africa. The countries includes work to be performed in Botswana, Lesotho, Mozambique, Namibia, Swaziland, Zambia, Zimbabwe, Angola, Burundi, Cameroon, Central African Republic, Chad, Democratic Republic of Congo, Equatorial Guinea, Gabon, Republic of Congo, Rwanda, and Sao Tome & Principe. Some work (approximately 15%) may be performed outside of these locations. The performance period will be for a term of twelve (12) months. The Defense Base Act (DBA) Insurance requirement shall be calculated and obtained per individual task order prior to the commencement of work. FOB: Destination

MAX

NET AMT

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 1002 1 Lump Sum OPTION Defense Base Act Insurance (DBA)

FFP Option Year 1: Defense Base Act Insurance (DBA) MATOC Southern and Central Africa FAR 52.228-3 Worker's Compensation Insurance (Defense Base Act) and 52.000-4106 Defense Base Act Insurance Rates – Limitation Fixed Price. (Cost for DBA is not considered to be part of the coefficients.) The Defense Base Act (DBA) Insurance requirement shall be calculated and obtained per individual task order prior to commencement of work. FOB: Destination

NET AMT

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2001 4,000,000 Each OPTION MATOC Southern & Central Africa

FFP Option Year Two (2): This CLIN will be used for Task Orders issued during the period of performance Jul 2013 through Jun 2014. Indefinite Delivery Indefinite Quantity (IDIQ) Multiple Award Task Order Contract (MATOC) for construction services in the southern and central geographical locations of Africa. The countries includes work to be performed in Botswana, Lesotho, Mozambique, Namibia, Swaziland, Zambia, Zimbabwe, Angola, Burundi, Cameroon, Central African Republic, Chad, Democratic Republic of Congo, Equatorial Guinea, Gabon, Republic of Congo, Rwanda, and Sao Tome & Principe. Some work (approximately 15%) may be performed outside of these locations. The performance period will be for a term of twelve (12) months. The Defense Base Act (DBA) Insurance requirement shall be calculated and obtained per individual task order prior to the commencement of work. FOB: Destination

MAX

NET AMT

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 2002 1 Lump Sum OPTION Defense Base Act Insurance (DBA)

FFP Option Year 2: Defense Base Act Insurance (DBA) MATOC Southern and Central Africa FAR 52.228-3 Worker's Compensation Insurance (Defense Base Act) and 52.000-4106 Defense Base Act Insurance Rates – Limitation Fixed Price. (Cost for DBA is not considered to be part of the coefficients.) The Defense Base Act (DBA) Insurance requirement shall be calculated and obtained per individual task order prior to commencement of work. FOB: Destination

NET AMT

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table. CLIN

MINIMUM QUANTITY

MINIMUM AMOUNT

MAXIMUM QUANTITY

MAXIMUM AMOUNT

0001

$5,000

$4,000,000

0002

$

$

1001

$5,000

$4,000,000

1002

$

$

2001

$5,000

$4,000,000

2002

$

$

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INSPECTION AND ACCEPTANCE TERMS Supplies/services will be inspected/accepted at: CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY 0001 N/A N/A N/A Government 0002 N/A N/A N/A Government 1001 N/A N/A N/A Government 1002 N/A N/A N/A Government 2001 N/A N/A N/A Government 2002 N/A N/A N/A Government DELIVERY INFORMATION CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC 0001 N/A N/A N/A N/A 0002 N/A N/A N/A N/A 1001 N/A N/A N/A N/A 1002 N/A N/A N/A N/A 2001 N/A N/A N/A N/A 2002 N/A N/A N/A N/A

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PRICING SCHEDULE

SECTION 00 41 00 PRICING SCHEDULE BASE YEAR

BASE YEAR

Line Item No.

Book No. Description

Coe

ffici

ent

Wei

ght F

acto

r

Line

Item

Wei

ght

(1) (2) (3) (4) (5) (6)

101 00 Earthworks 8 0.00

102 06 Sewer Work 2 0.00

103 07 Underground Pressure Pipeline Work 2 0.00

104 08 Drainage and drainage works 6 0.00

105 15 Road construction works 6 0.00

106 20 Landscaping Work 2 0.00

107 21 Insulation works on technical systems 2 0.00

108 30 Masonry works 6 0.00

109 31 Concrete and reinforced concrete works 6 0.00

110 34 Carpentry and wood construction works 6 0.00

111 38 Roofing and roof sealing works 6 0.00

112 39 Flashing and sheet metal works 6 0.00

113 50 Plaster, gypsum and stucco work 2 0.00

114 51 Scaffolding 2 0.00

115 52 Tile and slab works 6 0.00

116 53 Screed works 6 0.00

117 54 Asphalt Paving Work 2 0.00

118 55 Joinery works 6 0.00

119 56 Wood flooring works 2 0.00

120 57 Hardware works 6 0.00

121 60 Metal construction and locksmith 2 0.00

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122 61 Glazing works 2 0.00

123 63 Painting and Wallpaper works 2 0.00

124 65 Floor covering works 2 0.00

125 79 Room Ventilation Work 8 0.00

126 80 Heating plants and central industrial water 6 0.00

127 81 Gas, water and sewer installation work 6 0.00

128 82 Electrical work 8 0.00

129 84 Lightning protection systems 2 0.00

130 98 Asbestos removal works 2 0.00

BOTTOM LINE SUM

0.00

Category 4: Non-Pre Priced Coefficient

131 Coefficient for Non-Pre Priced Items

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SECTION 00 41 00 PRICING SCHEDULE OPTION YEAR 1

Line Item No.


Coe

ffici

ent

Wei

ght F

acto

r

Line

Item

Wei

ght

(1) (2) (3) (4) (5) (6)


202 06 Sewer Work 2 0.00






















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BOTTOM LINE SUM

0.00



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SECTION 00 41 00 PRICING SCHEDULE OPTION YEAR 2

Line Item No.


Coe

ffici

ent

Wei

ght F

acto

r

Line

Item

Wei

ght

(1) (2) (3) (4) (5) (6)


302 06 Sewer Work 2 0.00






















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BOTTOM LINE SUM

0.00



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Base Period, Option 1, Option 2

Bottom Line Sum Base Year 0.00

Bottom Line Sum Option Year One 0.00

Bottom Line Sum Option Year Two 0.00

Total Bottom Line Sum 0.00

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Section 00100 - Bidding Schedule/Instructions to Bidders NOTICE TO BIDDERS

SECTION 00100

INSTRUCTIONS, CONDITIONS, AND NOTICES TO BIDDERS PRE-PROPOSAL CONFERENCE:

23 May 2011, 1030 hours to 1330 hours SI Centrum Stuttgart Millennium Hotel Stuttgart GmbH Plieninger Str. 100 70567 Stuttgart Telefon +49 (0) 711/721-2409 Fax + 49 (0)711/721-1110

Note: Notification by email to [email protected] is required if attending conference on 23 May 2011. Information required - Company Name, Representative Name, and Email Address. Subject: AFRICA MATOC CONFERENCE ATTENDEES

1. The Government will not make assumptions concerning intent, capabilities, or experiences. Clear identification of proposal details shall be the sole responsibility of the Offeror. The Government may reject incomplete proposals after initial evaluation without further consideration. Therefore, the proposal shall meet the following basic requirements.

a. The Proposal shall be typed and submitted in English and easy to read.

b. Proposal shall be organized, concise, and submitted in the volumes and in the order indicated below. Volumes shall be clearly identified and tabbed. Each factor and sub-factor (if applicable) shall be described in a separate tabbed section.

c. Proposals must be sent in two (2) separate volumes. Each volume shall be contained within a separate binder. Each volume shall be identified by the solicitation number, volume number, and name, address, and telephone number of the prime Offeror on the cover. Each volume shall contain a Table of Contents and include at the bottom left side of each page the volume and page number.

d. Volume I: Offerors shall verify that the information for all forms submitted are current, correct and complete including names of the points of contact, email address, fax number, and telephone number.

e. Pricing Schedule(s), Volume II, shall be completed in full, including all option periods.

f. Offerors shall submit a CD copy of each proposal Volume, including the Electronic Pricing Schedule.

g. Offerors shall submit a signed Offer Standard Form 1442 in Volume 2 for this solicitation including verification of all amendments received.

mailto:[email protected]�

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h. Offerors are reminded that elaborate corporate marketing information, formatting, special reproduction techniques, etc are not necessary. Proposals shall completely and adequately address the requirements of this solicitation.

i. If additional information is provided it shall be in regard to the solicitation requirements, only.

j. Failing to submit attachments or failing to complete properly, may result in rejection of the offer without further evaluation. Therefore, Offerors are urged to follow instructions and speak with the Contracting Officer if instructions are not understood.

k. Contractors are cautioned against submitting conditional proposals. All questions and concerns shall be addressed to the Contracting Officer to answer the concerns.

l. Proposal Expenses and Pre-Contract Costs: The Request for Proposal (RFP) solicitation does not commit the Government to pay any costs incurred in the preparation and submission of a proposal or for any other costs incurred by any firm submitting a proposal in response to this solicitation. Also, the Government will not be responsible for costs associated with preparing proposals for individual task orders.

2. Joint Ventures An Offeror that is part of a Joint Venture must submit a legally binding joint venture agreement. The Government will not evaluate the capability of any offerors that are not included in the Joint Venture agreement. Joint Ventures must include a copy of the legal joint venture agreement signed by an authorized officer from each of the firms comprising the Joint Venture with the chief executive of each entity identified and must be translated into English, if the original agreement is in a language other than English. If submitting a proposal as a Joint Venture, the Experience, Past Performance, and Management Approach of each of the Joint Venture Partners can be submitted for the Joint Venture Entity. The experience for each Joint Venture Partner will be considered the experience of the Joint Venture entity. Joint ventures shall submit the following additional documentation regarding their business entities: a. A copy of their Joint Venture agreement in English. b. A detailed statement outlining the following in terms of percentages, where appropriate.

1) The relationship of the joint venture parties in terms of business ownership, capital contribution, and profit distribution or loss sharing.

2) The management approach of the joint venture in terms of who will conduct, direct, supervise and control the project and have custody and control of the assets of the joint venture and perform the duties necessary to complete the work.

3) The structure of the joint venture and decision-making responsibilities of the joint venture parties in terms of who will control the manner and method of performance of the work.

4) The bonding responsibilities of the joint venture parties.

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5) Identification of the key personnel having authority to legally bind the joint venture to subcontracts and state who will provide or contract for the labor and materials for the joint venture.

6) Identification of party maintaining the joint venture bank accounts for the payment of all expenses and the deposits of all receipts, keep the books and records, and pay applicable taxes for the joint venture.

7) Identification of party furnishing the facilities, such as office supplies and telephone service.

8) Identification of party having overall control of the joint venture. Other sections of the proposal shall identify, where appropriate, whether key personnel are employees of the individual joint venture parties and identify the party, or hired as employees of the joint venture. If one of the joint venture parties possesses relevant experience and/or past performance, the experience and/or past performance of that firm will be considered as the experience and/or past performance of the joint venture. A complete and legally binding document with all the information required under this section titled “Joint Ventures” shall be included. *** All members of the Joint Venture shall sign the SF 1442 and the Bank Letter of Assurance or Bid Bond. Make sure to include as part of Volume II. 3. Key Subcontractors. If an Offeror wishes to be credited with the experience of a key subcontract or supplier (i.e., a firm that is not the prime contractor part of the Joint Venture) a letter of commitment signed by the key subcontractor and the prime contractor must be submitted. The commitment letter must be submitted even if the firm is in some way related to a Joint Venture Partner (for example, the key subcontractor is subsidiary of a Joint Venture Partner, or a subsidiary of a firm to which the Joint Venture partner is also a subsidiary). If an Offeror submits projects demonstrating experience by a key subcontractor, a subsidiary, or a supplier, as opposed to the prime or one of the Joint Venture Partners, the Offeror MUST submit a signed letter of commitment from the contractor who performed and completed the work. If a letter of commitment is not submitted, the experience will not be considered. Make sure to include as part of Volume II. 4. Notice To Offerors The minimum guarantee for the base contract period includes compensation for the Government’s right to extend the term of the contract under the contract options. When the word ‘Offeror’ is encountered throughout Section 00100, it is intended to mean a company seeking to do business with the Government that submits a proposal in response to this solicitation. When the word “Government” is encountered throughout this Section 00100, it is intended to mean U.S. Army Corps of Engineers. Proposals shall be received at the following address by the date and time indicated on the Solicitation Standard Form 1442: U.S. Army Corps of Engineer – Europe District

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Contracting Division (CENAU-CT) Attn: Mr. Robert Williams CMR 410 Box 7, APO AE 09096 7th Floor, Room 709A Konrad-Adenauer Ring 39 D-65187 Wiesbaden Germany

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5. PROPOSAL FORMAT a. Proposals shall be submitted in the following format:

Proposal Package ORIGINAL and CD COPIES VOLUME 1 – TECHNICAL

PROPOSAL

1 each 4 each

FACTOR 1 – Experience FACTOR 2 – Past Performance FACTOR 3 – Management Approach This volume shall also include the following: Letters of Commitments for Key Subcontractors Joint Venture Agreement (if applicable)

VOLUME 2 – PRICE PROPOSAL

1 each 4 each

FACTOR 4 – Price This volume shall include the information as detailed in paragraph “PROPOSAL FORMAT FOR VOLUME II.”

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PROPOSAL FORMAT FOR VOLUME I FACTOR 1 – EXPERIENCE Submission Requirements: For Factor 1 – Experience, Offerors shall submit two attachments, Attachment 1 and Attachment 2, detailing previous work experience (projects) meeting the requirements of this solicitation. 1. Information for completing Attachment 1 and Attachment 2:

a. Offerors shall complete an Experience Overview Sheet, Attachment 1, with a total listing not-to-exceed (NTE) ten (10) projects fully relevant and completed within the last 10 years or currently being performed (at least 50% complete), that best represent the Offeror’s work experience required on this solicitation. If more than ten (10) projects are submitted, only the first ten (10) projects will be evaluated. b. Offerors shall provide an Experience Information Sheet, Attachment 2, Page 1, for each project listed on Attachment 1 Experience Overview Sheet.

2. Projects will be considered fully relevant if they are completed or at least 50% completed within the last ten years; were performed in the area of the Economic Community of South African States (ECSAS) and Economic Community of Central African States (ECCAS) ; demonstrate work in both English speaking and French speaking regions; demonstrate experience with working across boundaries in differing cultural areas with the ECSAS and ECCAS region; between $50,000 and $5,000,000; and in the following trades:

a. new construction of buildings including foundations, b. renovation of existing buildings, c. installation of routine facility related electrical and mechanical systems; d. miscellaneous civil work including roads, paved areas, drainage systems and e. water, sewer, and electrical utilities.

3. If a Key Subcontractor’s experience is submitted for evaluation purposes, clearly address the experience with those Key Subcontractors. If a Joint Venture, clearly address the experience of each of the Joint Venture Partners and the relationship of the JV partners on any ongoing or previous projects. FACTOR 2 - PAST PERFORMANCE Submission Requirements: For Factor 2 – Past Performance, Offerors shall complete Section A and part of Section B on Attachment 3 with sufficient information for previous customers to comment on previous work performance and Offerors to comment on problem resolution for previous projects. 1. Past Performance Questionnaire Section A

a. Attachment 3, Section A, shall be completed by the Offeror and included in the proposal. Offerors shall ensure contract information for customers is current and accurate so the Government may verify information received by prior customers.

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b. Offerors are allowed an opportunity to provide information in regard to performance and problems encountered on projects. If no problems were encountered on projects, note by typing “no problems.” If solution to problems were provided by the Offeror, then the Offeror shall provide information as to how these problems were resolved to the benefit of the customer.

2. Past Performance Questionnaire Section B

a. Offerors shall complete the top of Section B authorizing prior customers to provide the US Government information on previous projects. b. It is the Offeror’s responsibility to request that the customer complete Section B of the Attachment 3. The customer may return the completed form to the Offeror in a sealed envelope with the customer’s signature written across the seal of the envelope or the customer may return the completed form directly to the Contracting Officer or Contracting Specialist at the email address indicated on the form. c. The Government may contact customers providing completed Questionnaires to verify the information provided to the Government is valid.

3. Government Availability of Existing Past Performance

a. The Corps of Engineers maintains an electronic database containing final evaluations of contract work known as “Construction Contractor Appraisal Support System (CCASS)”. CCASS information has now been placed in a data bank for all of Department of Defense known as “Past Performance Information Retrieval System (PPIRS)”. Government agencies, including the US Army Corps of Engineers, have access to the PPIRS and it is the Department of Defense preferred method to gather past performance data for Offerors seeking to do business with the Government. The Past performance data remains in the PPIRS up to six (6) years from contract completion date. If available, the PPIRS information will only be used for work performed within the last six (6) years.

b. Offerors are reminded that the Government reserves the right to obtain past performance information from any source available, and has the right to contact customers other than those listed by the Offeror to evaluate past performance.

FACTOR 3-MANAGEMENT APPROACH Submission Requirements: For Factor 3 – Management Approach, the Offeror shall submit a graphical description of its planned organization structure (an organization chart) for successful execution of the contract, as well as a narrative on how to accomplish a task order. There is a limit of ten (10) single spaced typed pages (A4 or letter size), using at a minimum a 12 pitch font, front and back equal two pages, the organization chart is not part of the 10 pages. If more than 10 pages are submitted, only the first 10 pages will be reviewed and evaluated. The Management Approach shall include the following: 1. An organization chart (graph) that shows the lines of authority and communication for the execution of this contract and clearly shows the lines of authority of the Offeror’s Project Manager, Quality Control and Safety Organization, key positions, including all Joint Venture Partners and Key Subcontractors, when applicable. The chart shall identify all offices involved in this contract from the Offeror’s Headquarters to the Offeror’s site office(s), and how they are related. All positions shall be identified on

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the organization chart by title, organization, and physical location. The Project Manager, or the on-site person that communicates with the U.S. Government if the PM is not on-site, and any other personnel authorized to communicate directly with the U.S. Government shall be clearly identified. 2. The Offeror’s plan for management and start-up of a task order for general building construction, with no design build, in the amount of $1,500,000, including mobilization to the site, how to staff field offices, and in general, work that will be done by the prime and that to be accomplished by subcontractors. PROPOSAL FORMAT FOR VOLUME II Submission Requirements: For Volume II the Offeror shall provide the Price Proposal and Administrative requirements at the same time as the submission of the Technical Proposal (Volume I). 1. Offerors shall submit a completed Pricing Schedule Section 00 41 00, containing the Contractor determined Price Coefficients. 2. The Offer (SF 1442) duly executed with an original signature by an official authorized to bind the company. 3. Acknowledgement of all amendments to the solicitation is accordance with the instructions on the Standard Form 30 (amendment form). 4. Section 00600 “Representations and Certifications” fully completed. 5. Security (e.g., bid bond or letter of assurance) 6. Letter of Commitments for Key Subcontractors 7. Joint Venture Agreement (if applicable) 8. The name, address, telephone and fax numbers, e-mail addresses of the Point(s) of Contact with the authority to legally bind the Contractor. 9. Name, Address, DUNS, CAGE, and TAX Identification Number of the Contractor submitting the proposal. FACTOR 4 – PRICE Submission Requirements: 1. Proposed Price for Contract Administration Contractor’s coefficients shall contain all costs in addition to those contained in the Unit Price Book (UPB). The Unit Price Book is part of the awarded contract and will be used by the Government to determine maximum prices for negotiations and awards of Task Orders see Section 01 30 00. 2. Coefficients are a numerical factor that represents costs (indirect and direct costs) not included in the UPB. The Contractor's coefficients shall contain all Contractors’ costs inclusive of profit, all overhead (to include home office and field overhead), cost escalation, labor burden, insurance, adjustments to listed prices, general and administrative expenses, subcontractor mark-up, mobilization and demobilization, and all other costs, including but not limited to, compliance with environmental laws, permits, preparation of reports, correspondence and documentation required by law or the contract specifications, tax laws,

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protection and/or moving of government property and engineering services. (Engineering services include those services that are incidental to construction, and completing submittals for construction work.) The coefficients shall also include costs necessary to interface with Government representatives, and coordination with occupants and other contractors when required. For more information see Section 01 30 00 Administrative Requirements. 2.1 Coefficients applied to Quotes For purposes of evaluation, Contractors shall apply the coefficient to the Unit Price Book (UPB). After award, the coefficient may be applied to actual quotes for work performed, which quotes shall include all labor, material, equipment, and transportation to complete projects. 2.2 Coefficient Definitions 2.2.1 Unit Price Book. The Unit Price Book (UPB) is based on the Germany Industry Standards, and has been adapted as pricing tool used by Europe District. The book is shown in Euros but for the purposes of this solicitation Offerors shall assume that €1.00 is equal to $1.00. The contract shall be awarded in dollars. The UPB contains costs for construction, including material, equipment and labor. Construction standards will adhere at a minimum to the local standards unless specifically noted in individual Task Orders. 2.3 Coefficients A coefficient is a factor that when multiplied to the costs in the UPB becomes the total cost for the construction material and/or services in a completed project. The coefficients proposed may be an increase, (e.g., 1.10) or decrease (e.g., 0.95) when multiplied by the price in the UPB. 3. Validity of Coefficients Each set of coefficients for the base year and each of the two (2) option years shall be valid and remain in full force for a minimum of 365 calendar days, even if an option period is exercised prior to the 365 calendar days. 4. Completing Section 00 41 00 Offerors shall submit a completed Section 00 41 00 Pricing Schedule as part of the Price Proposal Package. The Pricing Schedule is in EXCEL format. Offerors shall enter proposed values in the appropriate labeled columns and return a completed ‘Hard Copy’ Section 00 41 00 and an “Electronic Copy” on an Offeror provided CD.

a. In order to be considered acceptable, proposals must contain coefficients for each region and all of the Pricing Schedule Line Item Coefficients for the base year and the two (2) option years. b. In the event of a conflict between the “Hard Copy” and the CD, the “Hard Copy” shall prevail.

6. Coefficients for Regions Section 00 41 00 The following is offered as definitions of columns as numbered on Row 4 for Section 00 41 00 Pricing Schedule and Electronic Pricing Schedule:

a. The first column is a ‘Line Item Number’ that is used by the Government for administrative tracking and ordering.

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b. The second column is the ‘Book Number’ that refers to the associated construction discipline division in the Unit Price Book (UPB).

c. The third column is a short ‘Description’ of the construction discipline book.

d. The fourth column is the proposed “Coefficient” and shall be used for evaluation purposes and it is the maximum price used to adminster this contract, for more information of Coefficients, see Section 01 30 00.

e. The fifth column is the Government assigned Weight Factor. These Weight Factors range from two (2) least often used to eight (8) most often used.

f. The sixth column is the ‘Line Item Weight’’ which is a product derived by multiplying the proposed ‘Coefficient’ by the ‘Weight Factor’ and shall be used for evaluation purposes.

g. The ‘Bottom Line Sum’ is the sum of all ‘Line Item Weights’ and shall be used for evaluation purposes.

h. The Total ‘Bottom Line Sum’ is the sum of the ‘Bottom Line Sum’ for the Base Period, Option

Period One, and Option Period Two and is used as the basis for award in addition to consideration of the Coefficients, Line Item Weights, and Bottom Line Sums, see FACTOR 4 – PRICE, Evaluation Criteria. 7. Mathematical Format Proposed coefficients shall be carried no further than two (2) decimal places. The rate shall constitute a composite rate which includes the contractors cost other than base cost and including all overhead and profit which may be encountered during the performance of this contract. 8. Currency The Unit Price Book is based on US Dollars amounts. The Government will make all Task Order awards and all payments for the entire life of the base contract and all exercised options in Dollars. 4. EVALUATION FACTORS FOR AWARD 1. Evaluation Factors. IAW FAR 15.304, the following factors will be considered in evaluating the proposals:

a. Experience b. Past Performance c. Management Approach d. Price

2. Basis for Award. Subject to the provisions contained herein, award will be made to one Offeror who is deemed responsible in accordance with the Federal Acquisition Regulation (FAR), conforms to the solicitation requirements, and whose proposal, judged by an overall assessment of the evaluation criteria and other considerations specified in this solicitation, represents the Best Value (using the Cost/Technical Trade-offs process) to the Government. The proposals will be evaluated on four (4) evaluation factors: Technical Factor 1 – Experience; Technical Factor 2 - Past Performance; Technical Factor 3 - Management Approach, and Factor 4 - Price. Experience is slightly more important than Past Performance, and the Past Performance is slightly more important than Management Approach and when combined, the three technical factors are significantly more important than Price.

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The Government reserves the right to award to other than the lowest proposed price. The greater the equality of technical proposals, the more important cost/price shall become in selecting the Best Value to the Government. Unreasonably high or low proposed prices may be grounds for eliminating a proposal from the competitive range based upon assessment that the Offeror does not understand the requirement or the Offeror has made an unreasonable proposal. 3. Discussions: It is the Government’s intent to award without discussions. However, in accordance with FAR 15.306, should discussions become necessary, the Government reserves the right to hold them. If this occurs, a competitive range will be determined and Offerors notified in accordance with FAR 15.503. 4. Competitive Range: The competitive range may be limited for purposes of efficiency in accordance with FAR 15.306(c)(2). Offerors are urged to reflect their best possible terms; to include cost related elements, since less than the best potential terms/price(s) could result in exclusion of the proposal from further consideration. FACTOR 1- EXPERIENCE Evaluation Criteria: 1. The Offeror will be evaluated on the depth and the relevancy of the experience as submitted in the proposal in accordance with the following criteria:

a. Projects that demonstrate experience in all the required categories listed in PROPOSAL FORMAT FOR VOLUME I, FACTOR 1 – EXPERIENCE, Submission Requirements, paragraph 2. Offerors demonstrating multiple projects with experience in the categories listed will receive more relevance than Offerors submitting one example.

b. Projects with a cost of $50,000 to $5,000,000. Smaller projects bundled into a larger project are not considered relevant.

c. If Key subcontractor or Joint Venture experience is submitted for evaluation purposes, project examples that demonstrate experience working with those Key Subcontractors and/or Joint Venture Partners are considered more relevant.

2. For Projects that are not considered fully relevant, the government will evaluate which projects demonstrate various aspects of relevancy. Offerors are encouraged to submit a combination of projects demonstrating experience with as many relevant aspects as possible. FACTOR 2 - PAST PERFORMANCE Evaluation Criteria: Past Performance will be evaluated for projects completed in the last 10 years or currently ongoing (at least 50% complete) only. The Offeror's past performance will be evaluated based on performance on projects submitted under Factor 1 Experience to include the past performance of any Subcontractors or Joint Venture partners whose projects the Offeror may have submitted. Proposals will be evaluated based on the information provided and any other Past Performance information obtained by the Government. In reviewing past performance, the Government will evaluate the Offeror’s performance on the projects submitted under the

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factor Experience as well as other Past Performance information deemed appropriate, in accordance with the following criteria:

a. Problem Resolution: The degree to which prior customers are satisfied with the Offeror’s resolution of problems in achieving the customer’s goals.

b. Quality of Product: The degree to which the Offeror has complied with contract requirements; the effectiveness of the quality control system; the timeliness and quality of submittals, and whether deficiencies were corrected in a timely and efficient manner

c. Timely Performance: Whether the Offeror met or exceeded contract schedules and where schedules were exceeded, whether the Offeror identified valid justifications for the delays.

d. Effective Management: Whether the Offeror used evidence of effective business practices, implemented efficiently to meet customer’s expectations, including management of subcontractors.

e. Safety: The Offeror’s prior compliance with safety regulations and resolution of safety problems encountered..

1. The Government reserves the right to verify statements that Offeror makes regarding their past performance to determine whether they are substantiated. 2. The Government will consider past performance information in evaluating overall risk associated with a particular Offeror. When evaluating these criteria, the following will be taken into consideration for evaluation purposes:

a. The relevance of the past performance; b. how recent the project submitted was performed; c. trends in the Offeror’s performance; d. evaluations, letters of appreciation, and commendations from customers; and e. positive and/or negative comments that impact evaluation of Offeror’s past performance.

3. Unavailability of Past Performance Information: IAW FAR 15.305(a)(2)(iv), in the case of an Offeror without a record of relevant past performance or for whom information on past performance is not available; the Offeror may not be evaluated favorably or unfavorably on past performance. FACTOR 3: MANAGEMENT APPROACH Evaluation Criteria: Proposals will be evaluated for reasonableness, risk, and logic and the extent to which the proposal illustrates a basic understanding of managing the contract. In performing the evaluation, the Government will consider the following: 1. Whether the proposal clearly delineates lines of authority, and communication with the Government, on the organizational chart (graph) organized in a precise and logical manner, including all offices involved with the management of the contract including Subcontractors and Joint Venture partners. 2. The extent to which the proposal describes a reasonable and logical plan of a performance of a task order that illustrates a thorough understanding of the contract requirements.

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FACTOR 4 – PRICE Evaluation Criteria: An evaluation will be performed on the proposed Coefficients for the base period and all option periods. The evaluation will not be assigned an adjectival rating, yet it will be evaluated for completeness and reasonableness as follows: 1. Completeness - To be complete, the Offeror shall provide coefficients for all base and all option line items. The Government will assess the extent to which the proposed coefficients comply with the content and format requirements set forth in this solicitation. 2. Reasonableness - The Offeror's proposal is evaluated through price analysis techniques as described in FAR Subpart 15.404-1 (b). For Price to be reasonable, it will represent a Price that provides best value to the Government when consideration is given to prices in the market, (market conditions may be evidenced by other competitive proposals. The Offeror's proposed coefficients will be evaluated to determine if any are unreasonably high or low in comparison to each other and to the Independent Government Estimate. 3. Basis for award for price is based on the ‘Total Bottom Line Sum’ which is the sum of the ‘Bottom Line Sum’ for the Base Period, Option Period One, and Option Period Two. If any inconsistencies exist, whether real or apparent, between the proposed performance and proposed coefficients (price), these inconsistencies shall be clearly explained in the Price Proposal. For example, if unique and innovative approaches or conditions are the basis for an unbalanced and/or inconsistently priced proposal, the nature of these approaches and their impact on price shall be completely documented. 4. Line Item Weight. The ‘Line Item Weight’ is used as part of the evaluation of price offers and is the maximum amount used to adminster this contract. The ‘Line Item Weight’ is the product of the proposed Coefficient multiplied by the Weight Factor. Formula:

Coefficient x Weight Factor = Line Item Weight Numerical Example: 1.45 x 8 = 11.6 Line Item Weight

(This is only an Example and is not intended for a suggested pricing coefficient) 5. Determination of the Bottom Line Sum. The ‘Bottom Line Sum’ is used for evaluation of price offers in addition to the ‘Line Item Weight’. The ‘Bottom Line Sum’ is the sum of all Line Item Weights located in Column Six. Basis for award is based on the ‘Total Bottom Line Sum’. 6. In order to be considered acceptable, proposals shall contain coefficients for all of the pricing schedule pre-priced line item coefficients for the base period and the two (2) option periods. 7. In the event of a conflict between Section 00 41 00 Pricing Schedule and the CD containing the completed EXCEL Electronic Pricing Schedule, Section 00 41 00 Pricing Schedule hard copy shall prevail. 8. Failure to complete all information for the Electronic Pricing Schedule on Offeror provided CD may result in the package being rejected in its entirety by the Government.

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9. In the event of a conflict between Section 00 41 00 Pricing Schedule and the CD containing the completed EXCEL Electronic Pricing Schedule, Section 00 41 00 Pricing Schedule hard copy shall prevail.

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ENCL 1 S A M P L E

BANK LETTER OF GUARANTY (BANK LETTERHEAD)

US Army Corps of Engineers Europe District Konrad Adenauer Ring 39, Box 7 ATTN: Contracting Officer 65187 Wiesbaden

LETTER OF GUARANTY NUMBER:_______________ DATE:_________

I/We, the undersigned, acting as the duly authorized representative of the Bank, declare that the Bank hereby guarantees and is jointly and severally liable as the guarantor with the Contractor named below, to effect payment to the Contracting Office by check made payable to the Treasure of the United States, within five (5) calendar days after receipt of a simple request, by registered mail, from the Contracting Officer designated in the contract described below, or his successor, immediately and entirely without any need for the Contracting Officer to protest or take any legal action or obtain the prior consent of the Contractor, or for any other proof, action or decision by any other authority, up to the sum of (AMOUNT EQUAL TO TEN PERCENT (10%)), which represents the deposit required of the Contractor to guarantee fulfillment of its obligation for the satisfactory completion and timely performance of the work under (CONTRACT NUMBER) for construction of (DESCRIPTION OF WORK) dated (AWARD DATE) at (LOCATION OF WORK), in strict compliance with the terms and conditions of said contract, entered into between the United States of America and the Contractor, plus legal interest to be calculated from the date of receipt of the Contracting Officer’s registered letter request until the date of payment. Registered letter request shall inform the Bank that the Contractor failed to comply with the terms and conditions of the contract, or did not fulfill his undertaking in whole or in part. I/We agree and consent that said contract may be modified by change order or supplemental agreement, affecting the contract amount and/or time of performance without prior consent of the bank and without affecting the validity of this guaranty; provided, however, that the amount of this guaranty shall be adjusted as required under the provisions of contract clause 52.228-2 Additional Bond Security (Oct 1997). This letter of guaranty will continue in effect without change in amount or terms until the work has been finally accepted by the Government, and will continue thereafter in an amount equal to five (5%) percent of the original contract price, until all applicable guarantees, or extensions thereof under the contract, have expired.

(NAME & ADDRESS OF THE BANK) Signed By:___________________________ (TYPE NAME UNDERNEATH SIGNATURE) Title:___________________________ By:___________________________ (TYPE NAME UNDERNEATH SIGNATURE) Title:__________________________

NOTE: Certificate of Authority is attached evidencing authority of the signers to bind the bank in this document.

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ENCL 2

S A M P L E BANK LETTER OF ASSURANCE

DATE US Army Corps of Engineers, Europe District ATTN: Contracting Division Konrad Adenauer Ring 39 65187 Wiesbaden, Germany SUBJECT: Letter of Assurance for PROJECT: I/We, the undersigned, acting as the duly authorized representatives __________________________(Bank Name), assure that we will issue a Bank Letter of Guarantee for account of ____________________________________________ (Firm Name), should the contract pursued under subject solicitation be awarded to them. The Bank Letter of Guarantee will be issued for the amount of 10% of the contract value, as presented by this firm, ___________________________________________________. The Bank Letter of Guarantee will be provided to you within 7 days after contract award and will contain all conditions listed in the sample provided by this solicitation.

Sincerely, _________________________________ (Authorized Representative of the Bank)

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Section 00600 - Representations & Certifications CLAUSES INCORPORATED BY FULL TEXT 52.000-4103 DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB 0348-0046 INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 3152. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or amployee of Congress, or an employee of a member of Congress in connection with a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, orexpects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks “Subawardee,” then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department Transportation, US Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal actin identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., “RFP-DE-90-001.” 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10(a). Enter Last Name, First Name, and Middle Initial (MI).

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11. The certifying official shall sign and date the form, print his/her name, title, and telephone number. According to the paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503. (See Attachment A-6 below) CLAUSES INCORPORATED BY FULL TEXT 52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)

(a) The offeror certifies that -- (1) The prices in this offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other offeror or competitor relating to – (i) Those prices, (ii) The intention to submit an offer, or (iii) The methods of factors used to calculate the prices offered: (2) The prices in this offer have not been and will not be knowingly disclosed by the offeror, directly or indirectly, to any other offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and (3) No attempt has been made or will be made by the offeror to induce any other concern to submit or not to submit an offer for the purpose of restricting competition. (b) Each signature on the offer is considered to be a certification by the signatory that the signatory -- (1) Is the person in the offeror's organization responsible for determining the prices offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3) of this provision; or (2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3) of this provison ______________________________________________________ (insert full name of person(s) in the offeror's organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the offeror's organization); (ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) above have not participated, and will not participate, in any action contrary to subparagraphs (a)(1) through (a)(3) above; and (iii) As an agent, has not personally participated, and will not participate, in any action contrary to subparagraphs (a)(1) through (a)(3) of this provision.

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(c) If the offeror deletes or modifies subparagraph (a)(2) of this provision, the offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the disclosure. (End of clause) 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007) (a) Definitions. As used in this provision--``Lobbying contact'' has the meaning provided at 2 U.S.C. 1602(8). The terms `àgency,'' `ìnfluencing or attempting to influence,'' `òfficer or employee of an agency,'' ``person,'' ``reasonable compensation,'' and ``regularly employed'' are defined in the FAR clause of this solicitation entitled ``Limitation on Payments to Influence Certain Federal Transactions'' (52.203-12). (b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled ``Limitation on Payments to Influence Certain Federal Transactions'' (52.203-12) are hereby incorporated by reference in this provision. (c) Certification. The offeror, by signing its offer, hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of this contract. (d) Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror with respect to this contract, the offeror shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. The offeror need not report regularly employed officers or employees of the offeror to whom payments of reasonable compensation were made. (e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure. (End of provision) 52.204-3 TAXPAYER IDENTIFICATION (OCT 1998) (a) Definitions. Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member. Taxpayer Identification Number (TIN), as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number. (b) All offerors must submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the IRS. If the resulting contract is subject to the payment

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reporting requirements described in Federal Acquisition Regulation (FAR) 4.904, the failure or refusal by the offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract. (c) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the offeror's relationship with the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror's TIN. (d) Taxpayer Identification Number (TIN). ___ TIN:.-------------------------------------------------------- ___ TIN has been applied for. ___ TIN is not required because: ___ Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; ___ Offeror is an agency or instrumentality of a foreign government; ___ Offeror is an agency or instrumentality of the Federal Government. (e) Type of organization. ___ Sole proprietorship; ___ Partnership; ___ Corporate entity (not tax-exempt); ___ Corporate entity (tax-exempt); ___ Government entity (Federal, State, or local); ___ Foreign government; ___ International organization per 26 CFR 1.6049-4; ___ Other-------------------------------------------------------- (f) Common parent. ___ Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision. ___ Name and TIN of common parent: Name------------------------------------------------------------------- TIN-------------------------------------------------------------------- (End of provision)

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52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008) (a) Definitions. As used in this clause-- Central Contractor Registration (CCR) database means the primary Government repository for Contractor information required for the conduct of business with the Government. Data Universal Numbering System (DUNS) number means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities. Data Universal Numbering System +4 (DUNS+4) number means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same parent concern. Registered in the CCR database means that-- (1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database; and (2) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS), and has marked the record `Àctive''. The Contractor will be required to provide consent for TIN validation to the Government as a part of the CCR registration process. (b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. (2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS +4” followed by the DUNS or DUNS +4 number that identifies the offeror's name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database. (c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (1) An offeror may obtain a DUNS number-- (i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Company legal business. (ii) Tradestyle, doing business, or other name by which your entity is commonly recognized. (iii) Company Physical Street Address, City, State, and Zip Code. (iv) Company Mailing Address, City, State and Zip Code (if separate from physical).

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(v) Company Telephone Number. (vi) Date the company was started. (vii) Number of employees at your location. (viii) Chief executive officer/key manager. (ix) Line of business (industry). (x) Company Headquarters name and address (reporting relationship within your entity). (d) If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror. (e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation. (f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (g)(1)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12 of the FAR; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract. (2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract. (h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757. (End of clause) 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2011)

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(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 238990. (2) The small business size standard is not applicable. (3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees. (b)(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (d) of this provision applies. (2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed the ORCA electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes: (__) Paragraph (d) applies. (__) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation. (c)(1) The following representations or certifications in ORCA are applicable to this solicitation as indicated: (i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless-- (A) The acquisition is to be made under the simplified acquisition procedures in Part 13; (B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or (C) The solicitation is for utility services for which rates are set by law or regulation. (ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $150,000. (iii) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the clause at 52.204-7, Central Contractor Registration. (iv) 52.204-5, Women-Owned Business (Other Than Small Business).This provision applies to solicitations that-- (A) Are not set aside for small business concerns; (B) Exceed the simplified acquisition threshold; and (C) Are for contracts that will be performed in the United States or its outlying areas. (v) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold. (vi) 52.214-14, Place of Performance--Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government. (vii) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government.

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(viii) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to solicitations when the contract will be performed in the United States or its outlying areas. (A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast Guard. (B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast Guard. (ix) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and the contract will be performed in the United States or its outlying areas. (x) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity. (xi) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity. (xii) 52.222-38, Compliance with Veterans' Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the contract is not for acquisition of commercial items. (xiii) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery or specify the use of USDA-designated items; or include the clause at 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts. (xiv) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA-designated items. (xv) 52.225-2, Buy American Act Certificate. This provision applies to solicitations containing the clause at 52.225-1. (xvi) 52.225-4, Buy American Act--Free Trade Agreements—Israeli Trade Act Certificate. (Basic, Alternate I, and Alternate II) This provision applies to solicitations containing the clause at 52.225-3. (A) If the acquisition value is less than $25,000, the basic provision applies. (B) If the acquisition value is $25,000 or more but is less than $50,000, the provision with its Alternate I applies. (C) If the acquisition value is $50,000 or more but is less than $67,826, the provision with its Alternate II applies. (xvii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5. (xviii) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan--Certification. This provision applies to all solicitations. (xix) 52.225-25, Prohibition on Engaging in Sanctioned Activities Relating to Iran--Certification. This provision applies to all solicitations. (xx) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to-- (A) Solicitations for research, studies, supplies, or services of the type normally acquired from higher educational institutions; and

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(B) For DoD, NASA, and Coast Guard acquisitions, solicitations that contain the clause at 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns. (2) The following certifications are applicable as indicated by the Contracting Officer: (Contracting Officer check as appropriate.) ------(i) 52.219-22, Small Disadvantaged Business Status. ------(A) Basic. ------(B) Alternate I. ------(ii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products. ------(iii) 52.222-48, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment Certification. ------(iv) 52.222-52 Exemption from Application of the Service Contract Act to Contracts for Certain Services--Certification. ------(v) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Alternate I only). ------(vi) 52.223-13, Certification of Toxic Chemical Release Reporting. ------(vii) 52.227-6, Royalty Information. ------ (A) Basic. ------ (B) Alternate I. ------(viii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software. (d) The offeror has completed the annual representations and certifications electronically via the Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically that apply to this solicitation as indicated in paragraph (c) of this provision have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below (offeror to insert changes, identifyingchange by clause number, title, date). These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer. ------------------------------------------------------------------------ FAR Clause Title Date Change ------------------------------------------------------------------------ ------ ---------- ------ ------ ------------------------------------------------------------------------ Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on ORCA. (End of Provision)

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52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010) (a)(1) The Offeror certifies, to the best of its knowledge and belief, that- (i) The Offeror and/or any of its Principals- (A) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (B) Have ( ) have not ( ), within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks “have”, the offeror shall also see 52.209-7, if included in this solicitation); and (C) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision.; and (D) Have [ballot], have not [ballot], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied. (1) Federal taxes are considered delinquent if both of the following criteria apply: (i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted. (ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded. (2) Examples. (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. Sec. 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment. (iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

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(ii) The Offeror has ( ) has not ( ), within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions). (b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. (End of provision) 52.209-4005 Certification Regarding Debarment Suspension Proposed Debarment and Other Responsibility Matters (a)(1) The Offeror certifies, to the best of its knowledge and belief, that-- (i) The Offeror and/or any of its Principals-- (A) Are / / are not / / presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (B) Have / / have not / /, within the three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; (C) Are / / are not / / presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision; and (ii)(A) The offeror, aside from the offenses enumerated in paragraphs (a)(1)(i)(A), (B), and (C) of this provision, has / / has not / / within the past three years, relative to tax, labor and employment, environmental, antitrust, or consumer protection laws-- (1) Been convicted of a Federal or State felony (or has any Federal or State felony indictments currently pending against them); or (2) Had a Federal court judgment in a civil case brought by the United Stats rendered against them; or (3) Had an adverse decision by a Federal administrative law judge, board, or commission indicating a willful violation of law. (B) If the offeror has responded affirmatively, the offeror shall provide additional information if requested by the Contracting Officer; and

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(iii) The Offeror has / / has not / /, within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) "Principals," for the purposes of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar positions). THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, TITLE 18, UNITED STATES CODE. (b) The Offeror shall provide immediate written notice to the Contracting Officer if, or at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. (End of Clause) 52.223-13 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 in section 313 of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will file and continue to file for such facilities for the life of the contract the Toxic Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; or (2) None of its owned or operated facilities to be used in the performance of this contract is subject to the Form R filing and reporting requirements because each such facility is exempt for at least one of the following reasons: (Check each block that is applicable.) ( ) (i) The facility does not manufacture, process, or otherwise use any toxic chemicals listed in 40 CFR 372.65; ( ) (ii) The facility does not have 10 or more full-time employees as specified in section 313.(b)(1)(A) of EPCRA 42 U.S.C. 11023(b)(1)(A);

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( ) (iii) The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA); ( ) (iv) The facility does not fall within the following Standard Industrial Classification (SIC) codes or their corresponding North American Industry Classification System sectors: (A) Major group code 10 (except 1011, 1081, and 1094. (B) Major group code 12 (except 1241). (C) Major group codes 20 through 39. (D) Industry code 4911, 4931, or 4939 (limited to facilities that combust coal and/or oil for the purpose of generating power for distribution in commerce). (E) Industry code 4953 (limited to facilities regulated under the Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et seq.), 5169, 5171, or 7389 (limited to facilities primarily engaged in solvent recovery services on a contract or fee basis); or ( ) (v) The facility is not located within the United States or its outlying areas. (End of clause) 252.204-7004 CENTRAL CONTRACTOR REGISTRATION (52.204-7) ALTERNATE A (SEP 2007) (a) Definitions. As used in this clause-- “Central Contractor Registration (CCR) database” means the primary Government repository for contractor information required for the conduct of business with the Government. “Commercial and Government Entity (CAGE) code” means-- (1) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or (2) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code.” “Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities. “Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern. “Registered in the CCR database” means that-- (1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database;

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(2) The Contractor's CAGE code is in the CCR database; and (3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service, and has marked the records `Àctive.'' The Contractor will be required to provide consent for TIN validation to the Government as part of the CCR registration process. (b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. (2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNS" or "DUNS +4" followed by the DUNS or DUNS +4 number that identifies the offeror's name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database. (c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (1) An offeror may obtain a DUNS number- (i) If located within the United States, by calling Dun and Bradstreet at 1-866-705-5711 or via the Internet at http://www.dnb.com; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Company legal business. (ii) Tradestyle, doing business, or other name by which your entity is commonly recognized. (iii) Company Physical Street Address, City, State, and Zip Code. (iv) Company Mailing Address, City, State and Zip Code (if separate from physical). (v) Company Telephone Number. (vi) Date the company was started. (vii) Number of employees at your location. (viii) Chief executive officer/key manager. (ix) Line of business (industry). (x) Company Headquarters name and address (reporting relationship within your entity). (d) If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror. (e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation. (f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the

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CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (g) (1) (i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12 of the FAR; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract. (2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract. (h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757. (End of clause) 252.247-7022 REPRESENTATION OF EXTENT OF TRANSPORTATION BY SEA (AUG 1992) (a) The Offeror shall indicate by checking the appropriate blank in paragraph (b) of this provision whether transportation of supplies by sea is anticipated under the resultant contract. The term supplies is defined in the Transportation of Supplies by Sea clause of this solicitation. (b) Representation. The Offeror represents that it: ____ (1) Does anticipate that supplies will be transported by sea in the performance of any contract or subcontract resulting from this solicitation. ____ (2) Does not anticipate that supplies will be transported by sea in the performance of any contract or subcontract resulting from this solicitation. (c) Any contract resulting from this solicitation will include the Transportation of Supplies by Sea clause. If the Offeror represents that it will not use ocean transportation, the resulting contract will also include the Defense FAR Supplement clause at 252.247-7024, Notification of Transportation of Supplies by Sea. (End of provision)

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Section 00700 - Contract Clauses CLAUSES INCORPORATED BY REFERENCE 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees APR 1984 52.203-7 Anti-Kickback Procedures OCT 2010 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity JAN 1997

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions OCT 2010

52.204-2 Security Requirements AUG 1996 52.204-2 Alt II Security Requirements (Aug 1996) - Alternate II APR 1984 52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 2000 52.204-7 Central Contractor Registration APR 2008 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for Debarment

DEC 2010

52.215-1 Instructions to Offerors--Competitive Acquisition JAN 2004 52.215-2 Audit and Records--Negotiation OCT 2010 52.215-5 Facsimile Proposals OCT 1997 52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications OCT 2010

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010 52.215-19 Notification of Ownership Changes OCT 1997 52.215-21 Requirements for Certified Cost or Pricing Data or

Information Other Than Certified Cost or Pricing Data--Modifications

OCT 2010

52.223-14 Toxic Chemical Release Reporting AUG 2003 52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.225-14 Inconsistency Between English Version And Translation Of

Contract FEB 2000

52.228-1 Bid Guarantee SEP 1996 52.228-2 Additional Bond Security OCT 1997 52.228-3 Worker's Compensation Insurance (Defense Base Act) APR 1984 52.228-11 Pledges Of Assets SEP 2009 52.228-15 Performance and Payment Bonds--Construction OCT 2010 52.229-6 Taxes--Foreign Fixed-Price Contracts JUN 2003 52.232-5 Payments under Fixed-Price Construction Contracts SEP 2002 52.232-17 Interest OCT 2010 52.232-18 Availability Of Funds APR 1984 52.232-33 Payment by Electronic Funds Transfer--Central Contractor

Registration OCT 2003

52.232-35 Designation of Office for Government Receipt of Electronic Funds Transfer Information

MAY 1999

52.233-3 Protest After Award AUG 1996 52.242-13 Bankruptcy JUL 1995 52.242-17 Government Delay Of Work APR 1984 52.243-6 Change Order Accounting APR 1984 52.244-6 Subcontracts for Commercial Items DEC 2010 52.246-12 Inspection of Construction AUG 1996 52.246-21 Warranty of Construction MAR 1994

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52.247-63 Preference For U.S. Flag Air Carriers JUN 2003 52.247-64 Preference for Privately Owned U.S. - Flag Commercial

Vessels FEB 2006

52.248-3 Value Engineering-Construction OCT 2010 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-

Contract-Related Felonies DEC 2008

252.204-7000 Disclosure Of Information DEC 1991 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.209-7001 Disclosure of Ownership or Control by the Government of a

Terrorist Country JAN 2009

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country

DEC 2006

252.215-7000 Pricing Adjustments DEC 1991 252.225-7012 Preference For Certain Domestic Commodities JUN 2010 252.225-7028 Exclusionary Policies And Practices Of Foreign Government APR 2003 252.225-7031 Secondary Arab Boycott Of Israel JUN 2005 252.225-7042 Authorization to Perform APR 2003 252.229-7000 Invoices Exclusive of Taxes or Duties JUN 1997 252.236-7008 Contract Prices-Bidding Schedules DEC 1991 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.247-7022 Representation Of Extent Of Transportation Of Supplies By

Sea AUG 1992

252.247-7023 Transportation of Supplies by Sea MAY 2002 CLAUSES INCORPORATED BY FULL TEXT 52.000-4012 HOURS OF WORK a. Duty hours are 0800 through 1630, Monday through Friday. Work during other than normal duty hours shall

not be performed without prior approval. The Contractor shall submit request for performed without approval to the Contracting Officer or his authorized representative at least 48 hours in advance.

b. Work shall not be performed during U.S. holidays. When a U.S. holiday falls on a Saturday, the preceding Friday is a holiday. When a holiday falls on Sunday, the following Monday is a holiday. Request for work during these holidays shall be made in accordance with steps outlined in paragraph (a) above for work other than normal duty hours. A list of U.S. holidays follows:

New Years Day – 1 January First Monday in September Third Monday in January Second Monday in October Third Monday in February Fourth Thursday in November Last Monday in May 11 November 4 July 25 December

CLAUSES INCORPORATED BY FULL TEXT 52.000-4028 SAFETY REQUIREMENTS

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In addition to complying with FAR Clause 52-236-13, Accident Prevention, the contractor shall comply with the requirements of European Union Council Directive 92/57/EEC and Host Nation-specific implementation of the Directive. A Design Safety Plan (Site Safety and Health Protection Plan) shall be generated by the Designer of Record and provided as a stand-alone submittal to the Contracting Officer as part of the final design submittal for all appropriate task orders, so that it can be included in the construction or design/build Request for Proposal (RFP). In addition, the contractor shall comply with the applicable portions of the U.S. Army Corps of Engineers Safety and Health Requirements Manual, EM 385-1-1, dated 03 Nov 2003, and all changes and amendments thereto, and the applicable portions of the latest OSHA Standards for the work covered in this contract. End of Clause NOTE: Refer to the following section for safety in emerging countries. SPECIFICATION SECTION 01525 SAFETY AND OCCUPATIONAL HEALTH REQUIREMENTS FOR PROJECTS IN EMERGING COUNTRIES– (February 2007) CLAUSES INCORPORATED BY FULL TEXT 52.000-4060 BANK LETTER OF GUARANTY (MATOC) Within SEVEN calendar days after the date of the contract, the Contractor shall furnish the Contracting Officer a Bank Letter of Guaranty for the performance of the work in the amount of Ten percent (10%) of the maximum Task Order value, conforming to the format of the sample. Failure to furnish the letter of guaranty may be deemed a breach of contract. The Bank Letter of Guaranty will be dated as the Task Order date or as soon thereafter as possible. The Bank Letter of Guaranty shall state that it will continue in effect without change in amount or terms until the work has been finally inspected and accepted by the Government, and that thereafter it will continue in effect until expiration of any applicable guarantee period or extensions thereof in an amount equal to five percent (5%) of the original Task Order price. The Bank Letter of Guaranty shall also state that the bank agrees and consents that the contract may be modified by change order or supplemental agreement without affecting the validity of the letter of guaranty. The authorization to issue "Notice to Proceed" will not be effected until after approval and acceptance by the Contracting Officer of the Bank Letter of Guaranty. (End of Clause) CLAUSES INCORPORATED BY FULL TEXT 52.000-4105 WORKERS COMPENSATION INSURANCE (DEFENSE BASE ACT) -CONSTRUCTION

(OCT 2009) (a) This Special Contract Requirement supplements FAR Clause 52.228-3 Workers’ Compensation Insurance (Defense Base Act). (b) The contractor agrees to procure Defense Base Act (DBA) insurance pursuant to the terms of the contract between the U.S. Army Corps of Engineers (USACE) and CNA Insurance unless the contractor has a DBA self-insurance program approved by the Department of Labor. Proof of this self-insurance shall be provided to the Contracting Officer. The contractor shall submit proof of a valid DBA Insurance policy with CNA Insurance for the Prime and their Subcontractor’s at every tier prior to performance of the contract. The current rate under the USACE and JCC-I/A contract is $6.00 per $100 of compensation for construction.

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(c) The contractor agrees to insert a Special Contract Requirement substantially the same as this one in all subcontracts (at every tier) to which DBA is applicable. (d) Should the rates for DBA insurance coverage increase or decrease during the performance of this contract, USACE shall modify the contract accordingly. However, the revised rates will not be applicable until the Contractor’s or Subcontractor’s DBA Insurance policy is due to be renewed. (e) Premiums will be reimbursed only if coverage is purchased through the USACE mandatory requirements DBA contract administered by CNA Insurance and their Managing Broker, Rutherfoord International. (f) Claims Reporting - The Contractor shall make timely Defense Base Act insurance claims on behalf of each employee who is injured or killed in the course of their employment under this contract, and shall ensure that similar language is in each Subcontractor’s contract. The Contractor’s Safety Officer shall, in addition to any other duties required to be performed under the contract, perform the following: (i) Make timely Defense Base Act insurance claims on behalf of each employee who is injured or killed in the course of their employment under this contract; and (ii) Make monthly written reports to the Contracting Officer, Administrative Contracting Officer, and the District/Center Safety and Occupational Health Manager, providing the names of each such injured or deceased employee, the circumstances surrounding each injury or death, the dates of each injury or death, the date the insurance claim was made on behalf of each employee, and the current status of each claim. The District/Center Safety and Occupational Health Manager POC is:

Commander U.S. Army Corps of Engineers Europe District ATTN: CENAU-SO Mr. Jonathan A. Bach, Safety Officer CMR-410, BOX 15 APO AE 09049-0015 Telephone: (49) (0)611 9744-2477 E-mail: [email protected] DSN: 314-570-2477

(g) Failure to comply and purchase Defense Base Act (DBA) Insurance in accordance with FAR Clauses 52.228-3 Workers’ Compensation Insurance (Defense Base Act), from the U.S. Army Corps of Engineers mandatory Insurance Carrier/Broker (CNA Insurance/Rutherfoord International) for the Prime and all of the Subcontractors at every tier, shall be considered a material breech and could cause your contract to be terminated for default/cause. End of clause CLAUSES INCORPORATED BY FULL TEXT 52.000-4106 DEFENSE BASE ACT INSURANCE RATES – LIMITATION FIXED-PRICE (OCT 2009) (a) The U.S. Army Corps of Engineers (USACE) has entered into a contract with CNA Insurance to provide all Defense Base Act (DBA) insurance to USACE and JCC-I/A contractors and subcontractors at a contracted fixed rate. The fixed rates for this insurance are as follows:

Service $4.00 per $100 of employee remuneration Construction $6.00 per $100 of employee remuneration Security $10.00 per $100 of employee remuneration

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Aviation $17.00 per $100 of employee remuneration (b) Bidders/Offerors should compute the total compensation or total payroll, (salary, plus overseas recruitment incentive and post differential, but excludes per diem, housing allowance, travel expenses, temporary quarters allowance, education allowance and other miscellaneous post allowances to include fee or profit) to be paid to employees who will be covered by DBA insurance. Compute the cost of DBA Insurance by utilizing the spaces provided below for the base period and whatever extension there may be thereafter, if applicable. (1) Compensation of Covered Employees: __________________ (Total Payroll Not Total Contract Value) Ex: If total Payroll is $100,000.00 (2) Applicable DBA Rate: ___________________ (Use appropriate Rate) Ex: If a Service, the rate is $4.00/$100 or 4% (3) Total DBA Cost: _________________ (Amount of DBA Premium) Ex: $100 K multiplied by 4% is $4,000.00 (c) Bidders/Offerors shall include a statement as to whether or not local nationals or third country nationals will be employed on the resultant contract. (d) CNA Insurance is utilizing Rutherfoord International as their managing Broker. The primary POC is the USACE DBA Program Administrator is Ramoan Jones, (703) 813-6571 [email protected]. The alternate POC is Sara Payne, Senior Vice President, (703) 813-6503 [email protected]. (e) Labor Category/Job Classification Definitions: SERVICE: $4.00/$100 “White collar” workers such as IT Consultants, Engineers, Administrative type Office workers and light housekeeping. Security Consultants could be included as long as they are just assessing risk and not providing armed protection. CONSTRUCTION: $6.00/$100 “Blue collar” workers providing Construction services such as Carpentry, Electrical, Plumbing, Concrete, Asphalt, Day Laborers, Operation and Maintenance of Heavy Equipment SECURITY: $10.00/$100 Personal Security Detail (PSD) and Static or Convoy Guarding property of Personnel AVIATION: $17.00/$100 Pilot and Crew of any aircraft excluding ground personnel who provide maintenance or services but stay on the ground. End of clause CLAUSES INCORPORATED BY FULL TEXT 52.202-1 DEFINITIONS (JUL 2004) (a) When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless-- (1) The solicitation, or amended solicitation, provides a different definition;



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(2) The contracting parties agree to a different definition; (3) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or (4) The word or term is defined in FAR Part 31, for use in the cost principles and procedures. (b) The FAR Index is a guide to words and terms the FAR defines and shows where each definition is located. The FAR Index is available via the Internet at http://www.acqnet.gov at the end of the FAR, after the FAR Appendix. (End of clause) CLAUSES INCORPORATED BY FULL TEXT 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) (a) The Government may extend the term of this contract by written notice to the Contractor within 15 days provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) years. . (End of clause) CLAUSES INCORPORATED BY FULL TEXT 52.228-14 IRREVOCABLE LETTER OF CREDIT (DEC 1999) (a) “Irrevocable letter of credit” (ILC), as used in this clause, means a written commitment by a federally insured financial institution to pay all or part of a stated amount of money, until the expiration date of the letter, upon presentation by the Government (the beneficiary) of a written demand therefor. Neither the financial institution nor the offeror/Contractor can revoke or condition the letter of credit. (b) If the offeror intends to use an ILC in lieu of a bid bond, or to secure other types of bonds such as performance and payment bonds, the letter of credit and letter of confirmation formats in paragraphs (e) and (f) of this clause shall be used. (c) The letter of credit shall be irrevocable, shall require presentation of no document other than a written demand and the ILC (including confirming letter, if any), shall be issued/confirmed by an acceptable federally insured financial institution as provided in paragraph (d) of this clause, and-- (1) If used as a bid guarantee, the ILC shall expire no earlier than 60 days after the close of the bid acceptance period; (2) If used as an alternative to corporate or individual sureties as security for a performance or payment bond, the

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offeror/Contractor may submit an ILC with an initial expiration date estimated to cover the entire period for which financial security is required or may submit an ILC with an initial expiration date that is a minimum period of one year from the date of issuance. The ILC shall provide that, unless the issuer provides the beneficiary written notice of non-renewal at least 60 days in advance of the current expiration date, the ILC is automatically extended without amendment for one year from the expiration date, or any future expiration date, until the period of required coverage is completed and the Contracting Officer provides the financial institution with a written statement waiving the right to payment. The period of required coverage shall be: (i) For contracts subject to the Miller Act, the later of-- (A) One year following the expected date of final payment; (B) For performance bonds only, until completion of any warranty period; or (C) For payment bonds only, until resolution of all claims filed against the payment bond during the one-year period following final payment. (ii) For contracts not subject to the Miller Act, the later of-- (A) 90 days following final payment; or (B) For performance bonds only, until completion of any warranty period. (d) Only federally insured financial institutions rated investment grade or higher shall issue or confirm the ILC. The offeror/Contractor shall provide the Contracting Officer a credit rating that indicates the financial institution has the required rating(s) as of the date of issuance of the ILC. Unless the financial institution issuing the ILC had letter of credit business of less than $25 million in the past year, ILCs over $5 million must be confirmed by another acceptable financial institution that had letter of credit business of less than $25 million in the past year. (e) The following format shall be used by the issuing financial institution to create an ILC: _______________________________________________ [Issuing Financial Institution's Letterhead or Name and Address] Issue Date ____________ IRREVOCABLE LETTER OF CREDIT NO. __________ Account party's name _____________________________ Account party's address ___________________________ For Solicitation No. _______________(for reference only) TO: [U.S. Government agency] [U.S. Government agency's address] 1. We hereby establish this irrevocable and transferable Letter of Credit in your favor for one or more drawings up to United States $________. This Letter of Credit is payable at [issuing financial institution's and, if any, confirming financial institution's] office at [issuing financial institution's address and, if any, confirming financial institution's address] and expires with our close of business on ________, or any automatically extended expiration date. 2. We hereby undertake to honor your or the transferee's sight draft(s) drawn on the issuing or, if any, the

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confirming financial institution, for all or any part of this credit if presented with this Letter of Credit and confirmation, if any, at the office specified in paragraph 1 of this Letter of Credit on or before the expiration date or any automatically extended expiration date. 3. [This paragraph is omitted if used as a bid guarantee, and subsequent paragraphs are renumbered.] It is a condition of this Letter of Credit that it is deemed to be automatically extended without amendment for one year from the expiration date hereof, or any future expiration date, unless at least 60 days prior to any expiration date, we notify you or the transferee by registered mail, or other receipted means of delivery, that we elect not to consider this Letter of Credit renewed for any such additional period. At the time we notify you, we also agree to notify the account party (and confirming financial institution, if any) by the same means of delivery. 4. This Letter of Credit is transferable. Transfers and assignments of proceeds are to be effected without charge to either the beneficiary or the transferee/assignee of proceeds. Such transfer or assignment shall be only at the written direction of the Government (the beneficiary) in a form satisfactory to the issuing financial institution and the confirming financial institution, if any. 5. This Letter of Credit is subject to the Uniform Customs and Practice (UCP) for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500, and to the extent not inconsistent therewith, to the laws of _____________________ [state of confirming financial institution, if any, otherwise state of issuing financial institution]. 6. If this credit expires during an interruption of business of this financial institution as described in Article 17 of the UCP, the financial institution specifically agrees to effect payment if this credit is drawn against within 30 days after the resumption of our business. Sincerely, _______________________ [Issuing financial institution] (f) The following format shall be used by the financial institution to confirm an ILC: _______________________________________________ [Confirming Financial Institution's Letterhead or Name and Address] (Date) __________________ Our Letter of Credit Advice Number _________________ Beneficiary: ______________ [U.S. Government agency] Issuing Financial Institution: _______________________ Issuing Financial Institution's LC No.: _______________ Gentlemen: 1. We hereby confirm the above indicated Letter of Credit, the original of which is attached, issued by __________ [name of issuing financial institution] for drawings of up to United States dollars ___________/U.S. $_______ and expiring with our close of business on _____________ [the expiration date], or any automatically extended expiration date. 2. Draft(s) drawn under the Letter of Credit and this Confirmation are payable at our office located at ___________________.

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3. We hereby undertake to honor sight draft(s) drawn under and presented with the Letter of Credit and this Confirmation at our offices as specified herein. 4. [This paragraph is omitted if used as a bid guarantee, and subsequent paragraphs are renumbered.] It is a condition of this confirmation that it be deemed automatically extended without amendment for one year from the expiration date hereof, or any automatically extended expiration date, unless: (a) At least 60 days prior to any such expiration date, we shall notify the Contracting Officer, or the transferee and the issuing financial institution, by registered mail or other receipted means of delivery, that we elect not to consider this confirmation extended for any such additional period; or (b) The issuing financial institution shall have exercised its right to notify you or the transferee, the account party, and ourselves, of its election not to extend the expiration date of the Letter of Credit. 5. This confirmation is subject to the Uniform Customs and Practice (UCP) for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500, and to the extent not inconsistent therewith, to the laws of ________ [state of confirming financial institution]. 6. If this confirmation expires during an interruption of business of this financial institution as described in Article 17 of the UCP, we specifically agree to effect payment if this credit is drawn against within 30 days after the resumption of our business. Sincerely, ___________________________ [Confirming financial institution] (g) The following format shall be used by the Contracting Officer for a sight draft to draw on the Letter of Credit: SIGHT DRAFT __________________________ [City, State] (Date) _____________________ [Name and address of financial institution] Pay to the order of ______________ [Beneficiary Agency] ___________ the sum of United States $____________. This draft is drawn under Irrevocable Letter of Credit No. ___________________________________________. _______________________ [Beneficiary Agency] By: ___________________ (End of clause) CLAUSES INCORPORATED BY FULL TEXT

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52.232-27 PROMPT PAYMENT FOR CONSTRUCTION CONTRACTS (OCT 2008) Notwithstanding any other payment terms in this contract, the Government will make invoice payments under the terms and conditions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electronic funds transfer. Definitions of pertinent terms are set forth in sections 2.101, 32.001, and 32.902 of the Federal Acquisition Regulation. All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph (a)(3) concerning payments due on Saturdays, Sundays, and legal holidays.) (a) Invoice payments--(1) Types of invoice payments. For purposes of this clause, there are several types of invoice payments that may occur under this contract, as follows: (i) Progress payments, if provided for elsewhere in this contract, based on Contracting Officer approval of the estimated amount and value of work or services performed, including payments for reaching milestones in any project. (A) The due date for making such payments is 14 days after the designated billing office receives a proper payment request. If the designated billing office fails to annotate the payment request with the actual date of receipt at the time of receipt, the payment due date is the 14th day after the date of the Contractor's payment request, provided the designated billing office receives a proper payment request and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements. (B) The due date for payment of any amounts retained by the Contracting Officer in accordance with the clause at 52.232-5, Payments Under Fixed-Price Construction Contracts, is as specified in the contract or, if not specified, 30 days after approval by the Contracting Officer for release to the Contractor. (ii) Final payments based on completion and acceptance of all work and presentation of release of all claims against the Government arising by virtue of the contract, and payments for partial deliveries that have been accepted by the Government (e.g., each separate building, public work, or other division of the contract for which the price is stated separately in the contract). (A) The due date for making such payments is the later of the following two events: (1) The 30th day after the designated billing office receives a proper invoice from the Contractor. (2) The 30th day after Government acceptance of the work or services completed by the Contractor. For a final invoice when the payment amount is subject to contract settlement actions (e.g., release of claims), acceptance is deemed to occur on the effective date of the contract settlement. (B) If the designated billing office fails to annotate the invoice with the date of actual receipt at the time of receipt, the invoice payment due date is the 30th day after the date of the Contractor's invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements. (2) Contractor's invoice. The Contractor shall prepare and submit invoices to the designated billing office specified in the contract. A proper invoice must include the items listed in paragraphs (a)(2)(i) through (a)(2)(xi) of this clause. If the invoice does not comply with these requirements, the designated billing office must return it within 7 days after receipt, with the reasons why it is not a proper invoice. When computing any interest penalty owed the Contractor, the Government will take into account if the Government notifies the Contractor of an improper invoice in an untimely manner. (i) Name and address of the Contractor.

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(ii) Invoice date and invoice number. (The Contractor should date invoices as close as possible to the date of mailing or transmission.) (iii) Contract number or other authorization for work or services performed (including order number and contract line item number). (iv) Description of work or services performed. (v) Delivery and payment terms (e.g., discount for prompt payment terms). (vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment). (vii) Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice. (viii) For payments described in paragraph (a)(1)(i) of this clause, substantiation of the amounts requested and certification in accordance with the requirements of the clause at 52.232-5, Payments Under Fixed-Price Construction Contracts. (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract. (x) Electronic funds transfer (EFT) banking information. (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision (e.g., 52.232-38, Submission of Electronic Funds Transfer Information with Offer), contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer--Other Than Central Contractor Registration), or applicable agency procedures. (C) EFT banking information is not required if the Government waived the requirement to pay by EFT. (xi) Any other information or documentation required by the contract. (3) Interest penalty. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if payment is not made by the due date and the conditions listed in paragraphs (a)(3)(i) through (a)(3)(iii) of this clause are met, if applicable. However, when the due date falls on a Saturday, Sunday, or legal holiday, the designated payment office may make payment on the following working day without incurring a late payment interest penalty. (i) The designated billing office received a proper invoice. (ii) The Government processed a receiving report or other Government documentation authorizing payment and there was no disagreement over quantity, quality, Contractor compliance with any contract term or condition, or requested progress payment amount. (iii) In the case of a final invoice for any balance of funds due the Contractor for work or services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor. (4) Computing penalty amount. The Government will compute the interest penalty in accordance with the Office of Management and Budget prompt payment regulations at 5 CFR part 1315.

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(i) For the sole purpose of computing an interest penalty that might be due the Contractor for payments described in paragraph (a)(1)(ii) of this clause, Government acceptance or approval is deemed to occur constructively on the 7th day after the Contractor has completed the work or services in accordance with the terms and conditions of the contract. If actual acceptance or approval occurs within the constructive acceptance or approval period, the Government will base the determination of an interest penalty on the actual date of acceptance or approval. Constructive acceptance or constructive approval requirements do not apply if there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. These requirements also do not compel Government officials to accept work or services, approve Contractor estimates, perform contract administration functions, or make payment prior to fulfilling their responsibilities. (ii) The prompt payment regulations at 5 CFR 1315.10(c) do not require the Government to pay interest penalties if payment delays are due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract compliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. The Government and the Contractor shall resolve claims involving disputes, and any interest that may be payable in accordance with the clause at FAR 52.233-1, Disputes. (5) Discounts for prompt payment. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if the Government takes a discount for prompt payment improperly. The Government will calculate the interest penalty in accordance with the prompt payment regulations at 5 CFR part 1315. (6) Additional interest penalty. (i) The designated payment office will pay a penalty amount, calculated in accordance with the prompt payment regulations at 5 CFR part 1315 in addition to the interest penalty amount only if-- (A) The Government owes an interest penalty of $1 or more; (B) The designated payment office does not pay the interest penalty within 10 days after the date the invoice amount is paid; and (C) The Contractor makes a written demand to the designated payment office for additional penalty payment, in accordance with paragraph (a)(6)(ii) of this clause, postmarked not later than 40 days after the date the invoice amount is paid. (ii)(A) The Contractor shall support written demands for additional penalty payments with the following data. The Government will not request any additional data. The Contractor shall-- (1) Specifically assert that late payment interest is due under a specific invoice, and request payment of all overdue late payment interest penalty and such additional penalty as may be required; (2) Attach a copy of the invoice on which the unpaid late payment interest was due; and (3) State that payment of the principal has been received, including the date of receipt. (B) If there is no postmark or the postmark is illegible-- (1) The designated payment office that receives the demand will annotate it with the date of receipt provided the demand is received on or before the 40th day after payment was made; or (2) If the designated payment office fails to make the required annotation, the Government will determine the demand's validity based on the date the Contractor has placed on the demand, provided such date is no later than the 40th day after payment was made. (b) Contract financing payments. If this contract provides for contract financing, the Government will make contract financing payments in accordance with the applicable contract financing clause.

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(c) Subcontract clause requirements. The Contractor shall include in each subcontract for property or services (including a material supplier) for the purpose of performing this contract the following: (1) Prompt payment for subcontractors. A payment clause that obligates the Contractor to pay the subcontractor for satisfactory performance under its subcontract not later than 7 days from receipt of payment out of such amounts as are paid to the Contractor under this contract. (2) Interest for subcontractors. An interest penalty clause that obligates the Contractor to pay to the subcontractor an interest penalty for each payment not made in accordance with the payment clause-- (i) For the period beginning on the day after the required payment date and ending on the date on which payment of the amount due is made; and (ii) Computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) in effect at the time the Contractor accrues the obligation to pay an interest penalty. (3) Subcontractor clause flowdown. A clause requiring each subcontractor to use: (i) Include a payment clause and an interest penalty clause conforming to the standards set forth in paragraphs (c)(1) and (c)(2) of this clause in each of its subcontracts; and (ii) Require each of its subcontractors to include such clauses in their subcontracts with each lower-tier subcontractor or supplier. (d) Subcontract clause interpretation. The clauses required by paragraph (c) of this clause shall not be construed to impair the right of the Contractor or a subcontractor at any tier to negotiate, and to include in their subcontract, provisions that-- (1) Retainage permitted. Permit the Contractor or a subcontractor to retain (without cause) a specified percentage of each progress payment otherwise due to a subcontractor for satisfactory performance under the subcontract without incurring any obligation to pay a late payment interest penalty, in accordance with terms and conditions agreed to by the parties to the subcontract, giving such recognition as the parties deem appropriate to the ability of a subcontractor to furnish a performance bond and a payment bond; (2) Withholding permitted. Permit the Contractor or subcontractor to make a determination that part or all of the subcontractor's request for payment may be withheld in accordance with the subcontract agreement; and (3) Withholding requirements. Permit such withholding without incurring any obligation to pay a late payment penalty if-- (i) A notice conforming to the standards of paragraph (g) of this clause previously has been furnished to the subcontractor; and (ii) The Contractor furnishes to the Contracting Officer a copy of any notice issued by a Contractor pursuant to paragraph (d)(3)(i) of this clause. (e) Subcontractor withholding procedures. If a Contractor, after making a request for payment to the Government but before making a payment to a subcontractor for the subcontractor's performance covered by the payment request, discovers that all or a portion of the payment otherwise due such subcontractor is subject to withholding from the subcontractor in accordance with the subcontract agreement, then the Contractor shall--

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(1) Subcontractor notice. Furnish to the subcontractor a notice conforming to the standards of paragraph (g) of this clause as soon as practicable upon ascertaining the cause giving rise to a withholding, but prior to the due date for subcontractor payment; (2) Contracting Officer notice. Furnish to the Contracting Officer, as soon as practicable, a copy of the notice furnished to the subcontractor pursuant to paragraph (e)(1) of this clause; (3) Subcontractor progress payment reduction. Reduce the subcontractor's progress payment by an amount not to exceed the amount specified in the notice of withholding furnished under paragraph (e)(1) of this clause; (4) Subsequent subcontractor payment. Pay the subcontractor as soon as practicable after the correction of the identified subcontract performance deficiency, and-- (i) Make such payment within-- (A) Seven days after correction of the identified subcontract performance deficiency (unless the funds therefor must be recovered from the Government because of a reduction under paragraph (e)(5)(i)) of this clause; or (B) Seven days after the Contractor recovers such funds from the Government; or (ii) Incur an obligation to pay a late payment interest penalty computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under section 12 of the Contracts Disputes Act of 1978 (41 U.S.C. 611) in effect at the time the Contractor accrues the obligation to pay an interest penalty; (5) Notice to Contracting Officer. Notify the Contracting Officer upon-- (i) Reduction of the amount of any subsequent certified application for payment; or (ii) Payment to the subcontractor of any withheld amounts of a progress payment, specifying-- (A) The amounts withheld under paragraph (e)(1) of this clause; and (B) The dates that such withholding began and ended; and (6) Interest to Government. Be obligated to pay to the Government an amount equal to interest on the withheld payments (computed in the manner provided in 31 U.S.C. 3903(c)(1)), from the 8th day after receipt of the withheld amounts from the Government until-- (i) The day the identified subcontractor performance deficiency is corrected; or (ii) The date that any subsequent payment is reduced under paragraph (e)(5)(i) of this clause. (f) Third-party deficiency reports— (1) Withholding from subcontractor. If a Contractor, after making payment to a first-tier subcontractor, receives from a supplier or subcontractor of the first-tier subcontractor (hereafter referred to as a “second-tier subcontractor”) a written notice in accordance with the Miller Act (40 U.S.C. 3133), asserting a deficiency in such first-tier subcontractor's performance under the contract for which the Contractor may be ultimately liable, and the Contractor determines that all or a portion of future payments otherwise due such first-tier subcontractor is subject to withholding in accordance with the subcontract agreement, the Contractor may, without incurring an obligation to pay an interest penalty under paragraph (e)(6) of this clause--

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(i) Furnish to the first-tier subcontractor a notice conforming to the standards of paragraph (g) of this clause as soon as practicable upon making such determination; and (ii) Withhold from the first-tier subcontractor's next available progress payment or payments an amount not to exceed the amount specified in the notice of withholding furnished under paragraph (f)(1)(i) of this clause. (2) Subsequent payment or interest charge. As soon as practicable, but not later than 7 days after receipt of satisfactory written notification that the identified subcontract performance deficiency has been corrected, the Contractor shall-- (i) Pay the amount withheld under paragraph (f)(1)(ii) of this clause to such first-tier subcontractor; or (ii) Incur an obligation to pay a late payment interest penalty to such first-tier subcontractor computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under section 12 of the Contracts DisputesAct of 1978 (41 U.S.C. 611) in effect at the time the Contractor accrues the obligation to pay an interest penalty. (g) Written notice of subcontractor withholding. The Contractor shall issue a written notice of any withholding to a subcontractor (with a copy furnished to the Contracting Officer), specifying-- (1) The amount to be withheld; (2) The specific causes for the withholding under the terms of the subcontract; and (3) The remedial actions to be taken by the subcontractor in order to receive payment of the amounts withheld. (h) Subcontractor payment entitlement. The Contractor may not request payment from the Government of any amount withheld or retained in accordance with paragraph (d) of this clause until such time as the Contractor has determined and certified to the Contracting Officer that the subcontractor is entitled to the payment of such amount. (i) Prime-subcontractor disputes. A dispute between the Contractor and subcontractor relating to the amount or entitlement of a subcontractor to a payment or a late payment interest penalty under a clause included in the subcontract pursuant to paragraph (c) of this clause does not constitute a dispute to which the Government is a party. The Government may not be interpleaded in any judicial or administrative proceeding involving such a dispute. (j) Preservation of prime-subcontractor rights. Except as provided in paragraph (i) of this clause, this clause shall not limit or impair any contractual, administrative, or judicial remedies otherwise available to the Contractor or a subcontractor in the event of a dispute involving late payment or nonpayment by the Contractor or deficient subcontract performance or nonperformance by a subcontractor. (k) Non-recourse for prime contractor interest penalty. The Contractor's obligation to pay an interest penalty to a subcontractor pursuant to the clauses included in a subcontract under paragraph (c) of this clause shall not be construed to be an obligation of the Government for such interest penalty. A cost-reimbursement claim may not include any amount for reimbursement of such interest penalty. (l) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-- (1) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-- (i) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (ii) Affected contract number and delivery order number if applicable;

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(iii) Affected contract line item or subline item, if applicable; and (iv) Contractor point of contact. (2) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (End of clause) 52.233-1 DISPUTES. (JUL 2002) (a) This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). (b) Except as provided in the Act, all disputes arising under or relating to this contract shall be resolved under this clause. (c) 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 under the Act until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to 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 contractors shall provide the certification specified in subparagraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000. (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: "I 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 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 or files a suit as provided in the Act. (g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative disput resolution (ADR). If the

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Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the request. (h) The Government shall pay interest on the amount found due and unpaid from (1) the date 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 defective certifications, as defined in (FAR) 48 CFR 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 as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period 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. (End of clause) 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004) United States law will apply to resolve any claim of breach of this contract. (End of clause) 52.236-2 DIFFERING SITE CONDITIONS (APR 1984) (a) The Contractor shall promptly, and before the conditions are disturbed, give a written notice to the Contracting Officer of (1) subsurface or latent physical conditions at the site which differ materially from those indicated in this contract, or (2) unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in the contract. (b) The Contracting Officer shall investigate the site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, performing any part of the work under this contract, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the contract modified in writing accordingly. (c) No request by the Contractor for an equitable adjustment to the contract under this clause shall be allowed, unless the Contractor has given the written notice required; provided, that the time prescribed in (a) above for giving written notice may be extended by the Contracting Officer. (d) No request by the Contractor for an equitable adjustment to the contract for differing site conditions shall be allowed if made after final payment under this contract. (End of clause)

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52.243-4 CHANGES (JUN 2007) (a) The Contracting Officer may, at any time, without notice to the sureties, if any, by written order designated or indicated to be a change order, make changes in the work within the general scope of the contract, including changes-- (1) In the specifications (including drawings and designs); (2) In the method or manner of performance of the work; (3) In the Government-furnished property or services; or (4) Directing acceleration in the performance of the work. (b) Any other written or oral order (which, as used in this paragraph (b), includes direction, instruction, interpretation, or determination) from the Contracting Officer that causes a change shall be treated as a change order under this clause; provided, that the Contractor gives the Contracting Officer written notice stating (1) the date, circumstances, and source of the order and (2) that the Contractor regards the order as a change order. (c) Except as provided in this clause, no order, statement, or conduct of the Contracting Officer shall be treated as a change under this clause or entitle the Contractor to an equitable adjustment. (d) If any change under this clause causes an increase or decrease in the Contractor's cost of, or the time required for, the performance of any part of the work under this contract, whether or not changed by any such order, the Contracting Officer shall make an equitable adjustment and modify the contract in writing. However, except for an adjustment based on defective specifications, no adjustment for any change under paragraph (b) of this clause shall be made for any costs incurred more than 20 days before the Contractor gives written notice as required. In the case of defective specifications for which the Government is responsible, the equitable adjustment shall include any increased cost reasonably incurred by the Contractor in attempting to comply with the defective specifications. (e) The Contractor must assert its right to an adjustment under this clause within 30 days after (1) receipt of a written change order under paragraph (a) of this clause or (2) the furnishing of a written notice under paragraph (b) of this clause, by submitting to the Contracting Officer a written statement describing the general nature and amount of the proposal, unless this period is extended by the Government. The statement of proposal for adjustment may be included in the notice under paragraph (b) above. (f) No proposal by the Contractor for an equitable adjustment shall be allowed if asserted after final payment under this contract. (End of clause) 52.243-5 CHANGES AND CHANGED CONDITIONS (APR 1984) (a) The Contracting Officer may, in writing, order changes in the drawings and specifications within the general scope of the contract. (b) The Contractor shall promptly notify the Contracting Officer, in writing, of subsurface or latent physical conditions differing materially from those indicated in this contract or unknown unusual physical conditions at the

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site before proceeding with the work. (c) If changes under paragraph (a) or conditions under paragraph (b) increase or decrease the cost of, or time required for performing the work, the Contracting Officer shall make an equitable adjustment (see paragraph (d)) upon submittal of a "proposal for adjustment" (hereafter referred to as proposal) by the Contractor before final payment under the contract. (d) The Contracting Officer shall not make an equitable adjustment under paragraph (b) unless-- (1) The Contractor has submitted and the Contracting Officer has received the required written notice; or (2) The Contracting Officer waives the requirement for the written notice. (e) Failure to agree to any adjustment shall be a dispute under the Disputes clause. (End of clause) 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (MAY 2004) (a) The Government may terminate performance of work under this contract in whole or, from time to time, in part if the Contracting Officer determines that a termination is in the Government's interest. The Contracting Officer shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date. (b) After receipt of a Notice of Termination, and except as directed by the Contracting Officer, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause: (1) Stop work as specified in the notice. (2) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the contract. (3) Terminate all subcontracts to the extent they relate to the work terminated. (4) Assign to the Government, as directed by the Contracting Officer, all right, title, and interest of the Contractor under the subcontracts terminated, in which case the Government shall have the right to settle or to pay any termination settlement proposal arising out of those terminations. (5) With approval or ratification to the extent required by the Contracting Officer, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification will be final for purposes of this clause. (6) As directed by the Contracting Officer, transfer title and deliver to the Government (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (ii) the completed or partially completed plans, drawings, information, and other property that, if the contract had been completed, would be required to be furnished to the Government. (7) Complete performance of the work not terminated.

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(8) Take any action that may be necessary, or that the Contracting Officer may direct, for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the Government has or may acquire an interest. (9) Use its best efforts to sell, as directed or authorized by the Contracting Officer, any property of the types referred to in subparagraph (b)(6) of this clause; provided, however, that the Contractor (i) is not required to extend credit to any purchaser and (ii) may acquire the property under the conditions prescribed by, and at prices approved by, the Contracting Officer. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Government under this contract, credited to the price or cost of the work, or paid in any other manner directed by the Contracting Officer. (c) The Contractor shall submit complete termination inventory schedules no later than 120 days from the effective date of termination, unless extended in writing by the Contracting Officer upon written request of the Contractor within this 120-day period. (d) After expiration of the plant clearance period as defined in Subpart 49.001 of the Federal Acquisition Regulation, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by the Contracting Officer. The Contractor may request the Government to remove those items or enter into an agreement for their storage. Within 15 days, the Government will accept title to those items and remove them or enter into a storage agreement. The Contracting Officer may verify the list upon removal of the items, or if stored, within 45 days from submission of the list, and shall correct the list, as necessary, before final settlement. (e) After termination, the Contractor shall submit a final termination settlement proposal to the Contracting Officer in the form and with the certification prescribed by the Contracting Officer. The Contractor shall submit the proposal promptly, but no later than 1 year from the effective date of termination, unless extended in writing by the Contracting Officer upon written request of the Contractor within this 1-year period. However, if the Contracting Officer determines that the facts justify it, a termination settlement proposal may be received and acted on after 1 year or any extension. If the Contractor fails to submit the proposal within the time allowed, the Contracting Officer may determine, on the basis of information available, the amount, if any, due the Contractor because of the termination and shall pay the amount determined. (f) Subject to paragraph (e) of this clause, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount to be paid or remaining to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. However, the agreed amount, whether under this paragraph (g) or paragraph (g) of this clause, exclusive of costs shown in subparagraph (g)(3) of this clause, may not exceed the total contract price as reduced by (1) the amount of payments previously made and (2) the contract price of work not terminated. The contract shall be modified, and the Contractor paid the agreed amount. Paragraph (g) of this clause shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this paragraph. (g) If the Contractor and the Contracting Officer fail to agree on the whole amount to be paid because of the termination of work, the Contracting Officer shall pay the Contractor the amounts determined by the Contracting Officer as follows, but without duplication of any amounts agreed on under paragraph (f) of this clause: (1) The contract price for completed supplies or services accepted by the Government (or sold or acquired under subparagraph (b)(9) of this clause) not previously paid for, adjusted for any saving of freight and other charges. (2) The total of-- (i) The costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto, but excluding any costs attributable to supplies or services paid or to be paid under subparagraph (f)(1) of this clause; (ii) The cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the contract if not included in subdivision (g)(2)(i) of this clause; and

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(iii) A sum, as profit on subdivision (g)(2)(i) of this clause, determined by the Contracting Officer under 49.202 of the Federal Acquisition Regulation, in effect on the date of this contract, to be fair and reasonable; however, if it appears that the Contractor would have sustained a loss on the entire contract had it been completed, the Contracting Officer shall allow no profit under this subdivision (iii) and shall reduce the settlement to reflect the indicated rate of loss. (3) The reasonable costs of settlement of the work terminated, including-- (i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data; (ii) The termination and settlement of subcontracts (excluding the amounts of such settlements); and (iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. (h) Except for normal spoilage, and except to the extent that the Government expressly assumed the risk of loss, the Contracting Officer shall exclude from the amounts payable to the Contractor under paragraph (g) of this clause, the fair value, as determined by the Contracting Officer, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the Government or to a buyer. (i) The cost principles and procedures of Part 31 of the Federal Acquisition Regulation, in effect on the date of this contract, shall govern all costs claimed, agreed to, or determined under this clause. (j) The Contractor shall have the right of appeal, under the Disputes clause, from any determination made by the Contracting Officer under paragraph (e), (g), or (l) of this clause, except that if the Contractor failed to submit the termination settlement proposal or request for equitable adjustment within the time provided in paragraph (e) or (l), respectively, and failed to request a time extension, there is no right of appeal. (k) In arriving at the amount due the Contractor under this clause, there shall be deducted-- (1) All unliquidated advance or other payments to the Contractor under the terminated portion of this contract; (2) Any claim which the Government has against the Contractor under this contract; and (3) The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by the Contractor or sold under the provisions of this clause and not recovered by or credited to the Government. (l) If the termination is partial, the Contractor may file a proposal with the Contracting Officer for an equitable adjustment of the price(s) of the continued portion of the contract. The Contracting Officer shall make any equitable adjustment agreed upon. Any proposal by the Contractor for an equitable adjustment under this clause shall be requested within 90 days from the effective date of termination unless extended in writing by the Contracting Officer. (m)(1) The Government may, under the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Contractor for the terminated portion of the contract, if the Contracting Officer believes the total of these payments will not exceed the amount to which the Contractor will be entitled. (2) If the total payments exceed the amount finally determined to be due, the Contractor shall repay the excess to the Government upon demand, together with interest computed at the rate established by the Secretary of the Treasury under 50 U.S.C. App. 1215(b)(2). Interest shall be computed for the period from the date the excess payment is received by the Contractor to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the Contractor's termination settlement proposal because of retention or other disposition of

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termination inventory until 10 days after the date of the retention or disposition, or a later date determined by the Contracting Officer because of the circumstances. (n) Unless otherwise provided in this contract or by statute, the Contractor shall maintain all records and documents relating to the terminated portion of this contract for 3 years after final settlement. This includes all books and other evidence bearing on the Contractor's costs and expenses under this contract. The Contractor shall make these records and documents available to the Government, at the Contractor's office, at all reasonable times, without any direct charge. If approved by the Contracting Officer, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents. (End of clause) 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.arnet.gov/far/ http://farsite.hill.af.mil/ https://akss.dau.mil/Lists/Policy%20Documents/Federal%20Acquisition%20Regulation.aspx (End of clause) 252.222-7002 COMPLIANCE WITH LOCAL LABOR LAWS (OVERSEAS) (JUN 1997) (a) The Contractor shall comply with all— (1) Local laws, regulations, and labor union agreements governing work hours; and (2) Labor regulations including collective bargaining agreements, workers' compensation, working conditions, fringe benefits, and labor standards or labor contract matters. (b) The Contractor indemnifies and holds harmless the United States Government from all claims arising out of the requirements of this clause. This indemnity includes the Contractor's obligation to handle and settle, without cost to the United States Government, any claims or litigation concerning allegations that the Contractor or the United States Government, or both, have not fully complied with local labor laws or regulations relating to the performance of work required by this contract. (c) Notwithstanding paragraph (b) of this clause, consistent with paragraphs 31.205-15(a) and 31.205-47(d) of the Federal Acquisition Regulation, the Contractor will be reimbursed for the costs of all fines, penalties, and reasonable litigation expenses incurred as a result of compliance with specific contract terms and conditions or written instructions from the Contracting officer. (End of clause) 252.225-7005 IDENTIFICATION OF EXPENDITURES IN THE UNITED STATES (JUN 2005)

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(a) Definition. United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas. (b) This clause applies only if the Contractor is-- (1) A concern incorporated in the United States (including a subsidiary that is incorporated in the United States, even if the parent corporation is not incorporated in the United States); or (2) An unincorporated concern having its principal place of business in the United States. (c) On each invoice, voucher, or other request for payment under this contract, the Contractor shall identify that part of the requested payment that represents estimated expenditures in the United States. The identification-- (1) May be expressed either as dollar amounts or as percentages of the total amount of the request for payment; (2) Should be based on reasonable estimates; and (3) Shall state the full amount of the payment requested, subdivided into the following categories: (i) U.S. products--expenditures for material and equipment manufactured or produced in the United States, including end products, components, or construction material, but excluding transportation; (ii) U.S. services--expenditures for services performed in the United States, including all charges for overhead, other indirect costs, and profit under construction or service contracts; (iii) Transportation on U.S. carriers--expenditures for transportation furnished by U.S. flag, ocean, surface, and air carriers; and (iv) Expenditures not identified under paragraphs (c)(3)(i) through (iii) of this clause. (d) Nothing in this clause requires the establishment or maintenance of detailed accounting records or gives the U.S. Government any right to audit the Contractor’s books or records. (End of clause) 252.225-7043 ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES (MAR 2006) (a) Definition. United States, as used in this clause, means, the 50 States, the District of Columbia, and outlying areas. (b) Except as provided in paragraph (c) of this clause, the Contractor and its subcontractors, if performing or traveling outside the United States under this contract, shall-- (1) Affiliate with the Overseas Security Advisory Council, if the Contractor or subcontractor is a U.S. entity; (2) Ensure that Contractor and subcontractor personnel who are U.S. nationals and are in-country on a non-transitory basis, register with the U.S. Embassy, and that Contractor and subcontractor personnel who are third country nationals comply with any security related requirements of the Embassy of their nationality;

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(3) Provide, to Contractor and subcontractor personnel, antiterrorism/force protection awareness information commensurate with that which the Department of Defense (DoD) provides to its military and civilian personnel and their families, to the extent such information can be made available prior to travel outside the United States; and (4) Obtain and comply with the most current antiterrorism/force protection guidance for Contractor and subcontractor personnel. (c) The requirements of this clause do not apply to any subcontractor that is-- (1) A foreign government; (2) A representative of a foreign government; or (3) A foreign corporation wholly owned by a foreign government. (d) Information and guidance pertaining to DoD antiterrorism/force protection can be obtained from http://www.acq.osd.mil/dpap/pacc/cc/areas_of_responsibility.html (End of clause) 252.225-7044 BALANCE OF PAYMENTS PROGRAM--CONSTRUCTION MATERIAL (OCT 2010) (a) Definitions. As used in this clause-- Commercially available off-the-shelf (COTS) item-- (1) Means any item of supply (including construction material) that is-- (i) A commercial item (as defined in paragraph (1) of the definition of ``commercial item'' in section 2.101 of the Federal Acquisition Regulation); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. 40102), such as agricultural products and petroleum products. “Component” means any article, material, or supply incorporated directly into construction material. “Construction material” means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporation into the building or work. The term also includes an item brought to the site preassembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation systems, that are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction material. “Cost of components” means--

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(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the construction material. “Domestic construction material” means-- (1) An unmanufactured construction material mined or produced in the United States; or (2) A construction material manufactured in the United States, if-- (i) The cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind for which nonavailability determinations have been made are treated as domestic; or (ii) The construction material is a COTS item. `Ùnited States'' means the 50 States, the District of Columbia, and outlying areas. (b) Domestic preference. This clause implements the Balance of Payments Program by providing a preference for domestic construction material. The Contractor shall use only domestic construction material in performing this contract, except for— (1) Construction material valued at or below the simplified acquisition threshold in part 2 of the Federal Acquisition Regulation; (2) Information technology that is a commercial item; or (3) The construction material or components listed by the Government as follows: If required, will be identified per individual task order. (End of clause) 252.232-7008 ASSIGNMENT OF CLAIMS (OVERSEAS) (JUNE 1997) (a) No claims for monies due, or to become due, shall be assigned by the Contractor unless— (1) Approved in writing by the Contracting Officer; (2) Made in accordance with the laws and regulations of the United States of America; and (3) Permitted by the laws and regulations of the Contractor's country. (b) In no event shall copies of this contract of any plans, specifications, or other similar documents relating to work under this contract, if marked “Top Secret,” “Secret,” or “Confidential” be furnished to any assignee of any claim arising under this contract or to any other person not entitled to receive such documents. However, a copy of any

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part or all of this contract so marked may be furnished, or any information contained herein may be disclosed, to such assignee upon the Contracting Officer's prior written authorization. (c) Any assignment under this contract shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party, except that any such assignment may be made to one party as agent or trustee for two or more parties participating in such financing. On each invoice or voucher submitted for payment under this contract to which any assignment applies, and for which direct payment thereof is to be made to an assignee, the Contractor shall— (1) Identify the assignee by name and complete address; and (2) Acknowledge the validity of the assignment and the right of the named assignee to receive payment in the amount invoiced or vouchered. (End of clause) 252.236-7000 MODIFICATION PROPOSALS - PRICE BREAKDOWN. (DEC 1991) (a) The Contractor shall furnish a price breakdown, itemized as required and within the time specified by the Contracting Officer, with any proposal for a contract modification. (b) The price breakdown -- (1) Must include sufficient detail to permit an analysis of profit, and of all costs for -- (i) Material; (ii) Labor; (iii) Equipment; (iv) Subcontracts; and (v) Overhead; and (2) Must cover all work involved in the modification, whether the work was deleted, added, or changed. (c) The Contractor shall provide similar price breakdowns to support any amounts claimed for subcontracts. (d) The Contractor's proposal shall include a justification for any time extension proposed. 252.243-7002 REQUESTS FOR EQUITABLE ADJUSTMENT (MAR 1998) (a) The amount of any request for equitable adjustment to contract terms shall accurately reflect the contract adjustment for which the Contractor believes the Government is liable. The request shall include only costs for performing the change, and shall not include any costs that already have been reimbursed or that have been separately claimed. All indirect costs included in the request shall be properly allocable to the change in accordance with applicable acquisition regulations.

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(b) In accordance with 10 U.S.C. 2410(a), any request for equitable adjustment to contract terms that exceeds the simplified acquisition threshold shall bear, at the time of submission, the following certificate executed by an individual authorized to certify the request on behalf of the Contractor: I certify that the request is made in good faith, and that the supporting data are accurate and complete to the best of my knowledge and belief. ---------------------------------------------------------------------- (Official's Name) ---------------------------------------------------------------------- (Title) (c) The certification in paragraph (b) of this clause requires full disclosure of all relevant facts, including-- (1) Cost or pricing data if required in accordance with subsection 15.403-4 of the Federal Acquisition Regulation (FAR); and (2) Information other than cost or pricing data, in accordance with subsection 15.403-3 of the FAR, including actual cost data and data to support any estimated costs, even if cost or pricing data are not required. (d) The certification requirement in paragraph (b) of this clause does not apply to---- (1) Requests for routine contract payments; for example, requests for payment for accepted supplies and services, routine vouchers under a cost-reimbursement type contract, or progress payment invoices; or (2) Final adjustment under an incentive provision of the contract.

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Section 00800 - Special Contract Requirements CLAUSES INCORPORATED BY FULL TEXT 52.000-4004 IMMUNITY FROM LEGAL PROCESS The Contractor agrees to indemnify and save harmless the United States Government against all claims and suits of whatsoever nature arising under or incidental to performance of this contract by any subcontractor against the United States Government. The Contractor further agrees to waive his rights to bring suit or other legal action against the United States Government, except as provided in the "Disputes" clause of this contract and in the United States Federal Statutes. (September 1993) (End of Clause) CLAUSES INCORPORATED BY FULL TEXT 52.000-4023 UNAUTHORIZED SERVICE The Contractor shall not undertake any action that will increase the price of this contract without the written approval of the Contracting Officer. Any such unauthorized action taken by the Contractor or any Contractor employee, which might be construed to be approved by the U.S. Government, shall be the responsibility of the Contractor and shall be resolved by the Contractor at no expense or embarrassment to the U.S. Government. Third-party claims resulting from such unauthorized actions shall also be resolved by the Contractor without expense or embarrassment to the U.S. Government. End of Clause CLAUSES INCORPORATED BY FULL TEXT 52.000-4038 ENGLISH SPEAKING REPRESENTATIVE (AUG 1993) At all times when any performance of the work at the site is being conducted by any member of the Contractor or its subcontractors, the Contractor shall have a representative present on the site who is capable of explaining the work operations and receiving instructions in the English language. The Contracting Officer shall have the right to determine, without appeal of such decision, whether the proposed representative has sufficient technical and linguistic capabilities, and the Contractor shall immediately replace any individual not acceptable to the Contracting Officer. End of Clause CLAUSES INCORPORATED BY FULL TEXT 52.000-4043 CORRESPONDENCE IN THE ENGLISH LANGUAGE (ADDITIONAL INFORMATION)

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In additional to FAR 52.215-1, it shall be the responsibility of the Contractor to prepare proposals and all documents related to this contract, to include, change orders, shop drawings and submittals, quality control reports, computations, and all correspondence, in the English language. In the event of disputes or litigation arising out of performance of this contract, the contractor will provide English language translations of any documents that are provided to the Government in support of the contractor’s position or any documents pertinent to the dispute that are requested by the Government. For the purposes of this clause, pertinent means any documents that would normally be considered to be within the scope of discovery in an ASBCA or court proceeding concerning the dispute. The term ‘documents’ includes electronic documents including but not limited to email and includes documents generated by subcontractors or suppliers. In the event a dispute results in litigation, including actions at the ASBCA or actions in U.S. courts, the contractor will be responsible for providing translations of any documents that are within the scope of a discovery request filed by the U.S. Government and for providing certified translations upon request by the U.S. Government. (End of Clause) CLAUSES INCORPORATED BY FULL TEXT 52.000-4074 TAX RELIEF (FOREIGN COUNTRIES OTHER THAN GERMANY) (a) Prices contained in this contract are exclusive of all taxes and duties from which the U.S. Government is exempt by virtue of any tax agreements between the United States Government and the Contractor's Government. The following taxes and duties have been excluded from the contract prices: NAME OF TAX PERCENTAGE Enter calculated VAT from basic contract amount. Value Added Tax % IT (b) The Contractor's invoice shall separately list the gross price, amount of the tax deducted, and the net price changes. (c ) When items manufactured to United States Government specifications are being acquired, the Contractor shall identify the materials or components intended to be imported in order to ensure relief from import duties are obtained. If the Contractor intends to use imported products from inventories on hand, the price of which included a factor for import duties, arrangements will be made to pay a refund to the Contractor by its government; by the duty free import of a corresponding amount of supplies or components used from inventory; or otherwise, to ensure the exemption of the United States Government from these taxes. (End of Clause) CLAUSES INCORPORATED BY FULL TEXT 52.000-4106 DEFENSE BASE ACT INSURANCE RATES – LIMITATION FIXED-PRICE (OCT 2009) (a) The U.S. Army Corps of Engineers (USACE) has entered into a contract with CNA Insurance to provide all Defense Base Act (DBA) insurance to USACE and JCC-I/A contractors and subcontractors at a contracted fixed rate. The fixed rates for this insurance are as follows:

Service $4.00 per $100 of employee remuneration Construction $6.00 per $100 of employee remuneration Security $10.00 per $100 of employee remuneration

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Aviation $17.00 per $100 of employee remuneration (b) Bidders/Offerors should compute the total compensation or total payroll, (salary, plus overseas recruitment incentive and post differential, but excludes per diem, housing allowance, travel expenses, temporary quarters allowance, education allowance and other miscellaneous post allowances to include fee or profit) to be paid to employees who will be covered by DBA insurance. Compute the cost of DBA Insurance by utilizing the spaces provided below for the base period and whatever extension there may be thereafter, if applicable. (1) Compensation of Covered Employees: __________________ (Total Payroll Not Total Contract Value) Ex: If total Payroll is $100,000.00 (2) Applicable DBA Rate: ___________________ (Use appropriate Rate) Ex: If a Service, the rate is $4.00/$100 or 4% (3) Total DBA Cost: _________________ (Amount of DBA Premium) Ex: $100 K multiplied by 4% is $4,000.00 (c) Bidders/Offerors shall include a statement as to whether or not local nationals or third country nationals will be employed on the resultant contract. (d) CNA Insurance is utilizing Rutherfoord International as their managing Broker. The primary POC is the USACE DBA Program Administrator is Ramoan Jones, (703) 813-6571 [email protected]. The alternate POC is Sara Payne, Senior Vice President, (703) 813-6503 [email protected]. (e) Labor Category/Job Classification Definitions: SERVICE: $4.00/$100 “White collar” workers such as IT Consultants, Engineers, Administrative type Office workers and light housekeeping. Security Consultants could be included as long as they are just assessing risk and not providing armed protection. CONSTRUCTION: $6.00/$100 “Blue collar” workers providing Construction services such as Carpentry, Electrical, Plumbing, Concrete, Asphalt, Day Laborers, Operation and Maintenance of Heavy Equipment SECURITY: $10.00/$100 Personal Security Detail (PSD) and Static or Convoy Guarding property of Personnel AVIATION: $17.00/$100 Pilot and Crew of any aircraft excluding ground personnel who provide maintenance or services but stay on the ground. End of clause CLAUSES INCORPORATED BY FULL TEXT 52.204-4001 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (OCT 2000) (a) The offeror shall provide a valid DUNS number in accordance with paragraph (a) of FAR clause 52.204-6, "Data Universal Numbering System (DUNS) Number," contained in this solicitation. Offerors are cautioned that an award cannot be made to an offeror not having a valid DUNS number. (b) Offerors located within the United States shall follow the procedures provided in paragraph (b) of FAR clause 52.204-6, "Data Universal Numbering System (DUNS) Number," contained in this solicitation.



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(c) Offerors located outside the United States must obtain a DUNS number from D&B at http://fedgov.dnb.com/webform/index.jsp . (End of clause) CLAUSES INCORPORATED BY FULL TEXT 52.211-6 BRAND NAME OR EQUAL (AUG 1999) (a) If an item in this solicitation is identified as “brand name or equal,” the purchase description reflects the characteristics and level of quality that will satisfy the Government's needs. The salient physical, functional, or performance characteristics that “equal” products must meet are specified in the solicitation. (b) To be considered for award, offers of “equal” products, including “equal” products of the brand name manufacturer, must-- (1) Meet the salient physical, functional, or performance characteristic specified in this solicitation; (2) Clearly identify the item by-- (i) Brand name, if any; and (ii) Make or model number; (3) Include descriptive literature such as illustrations, drawings, or a clear reference to previously furnished descriptive data or information available to the Contracting Officer; and (4) Clearly describe any modifications the offeror plans to make in a product to make it conform to the solicitation requirements. Mark any descriptive material to clearly show the modifications. (c) The Contracting Officer will evaluate “equal” products on the basis of information furnished by the offeror or identified in the offer and reasonably available to the Contracting Officer. The Contracting Officer is not responsible for locating or obtaining any information not identified in the offer. (d) Unless the offeror clearly indicates in its offer that the product being offered is an “equal” product, the offeror shall provide the brand name product referenced in the solicitation. (End of provision) CLAUSES INCORPORATED BY FULL TEXT 52.211-10 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK (APR 1984) The Contractor shall be required to (a) commence work under this contract within (Contracting Officer insert number) calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than . * The time stated for completion shall include final cleanup of the premises. *The Contracting Officer shall specify either a number of days after the date the contractor receives the notice to proceed, or a calendar date.

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**Will be determine per Task Order** (End of clause) CLAUSES INCORPORATED BY FULL TEXT 52.211-12 LIQUIDATED DAMAGES--CONSTRUCTION (SEP 2000) (a) If the Contractor fails to complete the work within the time specified in the contract, the Contractor shall pay liquidated damages to the Government in the amount of **Will be determine per Task Order** for each calendar day of delay until the work is completed or accepted. (b) If the Government terminates the Contractor's right to proceed, liquidated damages will continue to accrue until the work is completed. These liquidated damages are in addition to excess costs of repurchase under the Termination clause. (End of clause) CLAUSES INCORPORATED BY FULL TEXT 52.211-13 TIME EXTENSIONS (SEP 2000) Time extensions for contract changes will depend upon the extent, if any, by which the changes cause delay in the completion of the various elements of construction. The change order granting the time extension may provide that the contract completion date will be extended only for those specific elements related to the changed work and that the remaining contract completion dates for all other portions of the work will not be altered. The change order also may provide an equitable readjustment of liquidated damages under the new completion schedule. (End of clause) CLAUSES INCORPORATED BY FULL TEXT 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 award of the contract through expiration of the contract. (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.

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(End of clause) CLAUSES INCORPORATED BY FULL TEXT 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 less than $5,000 US DOLLARS, 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 $12,000,000 US DOLLARS; (2) Any order for a combination of items in excess of $12,000,000 US DOLLARS; or (3) A series of orders from the same ordering office within seven (7) days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above. (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) above. (d) Notwithstanding paragraphs (b) and (c) above, 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 three (3) days after issuance, with written notice stating the Contractor's 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. (End of clause) CLAUSES INCORPORATED BY FULL TEXT 52.216-22 INDEFINITE QUANTITY. (OCT 1995) (a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract. (b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum". (c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations. (d) Any order issued during the effective period of this contract and not completed within that period shall be

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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 the completion date of the individual task orders. (End of clause) CLAUSES INCORPORATED BY FULL TEXT 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009) (a) Definitions. As used in this clause-- Coercion means-- (1) Threats of serious harm to or physical restraint against any person; (2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or (3) The abuse or threatened abuse of the legal process. Commercial sex act means any sex act on account of which anything of value is given to or received by any person. Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined. Employee means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance. Forced Labor means knowingly providing or obtaining the labor or services of a person-- (1) By threats of serious harm to, or physical restraint against, that person or another person; (2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or (3) By means of the abuse or threatened abuse of law or the legal process. Involuntary servitude includes a condition of servitude induced by means of-- (1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or (2) The abuse or threatened abuse of the legal process. Severe forms of trafficking in persons means-- (1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or

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(2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. Sex trafficking means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act. (b) Policy. The United States Government has adopted a zero tolerance policy regarding trafficking in persons. Contractors and contractor employees shall not-- (1) Engage in severe forms of trafficking in persons during the period of performance of the contract; (2) Procure commercial sex acts during the period of performance of the contract; or (3) Use forced labor in the performance of the contract. (c) Contractor requirements. The Contractor shall-- (1) Notify its employees of-- (i) The United States Government's zero tolerance policy described in paragraph (b) of this clause; and (ii) The actions that will be taken against employees for violations of this policy. Such actions may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment; and (2) Take appropriate action, up to and including termination, against employees or subcontractors that violate the policy in paragraph (b) of this clause. (d) Notification. The Contractor shall inform the Contracting Officer immediately of-- (1) Any information it receives from any source (including host country law enforcement) that alleges a Contractor employee, subcontractor, or subcontractor employee has engaged in conduct that violates this policy; and (2) Any actions taken against Contractor employees, subcontractors, or subcontractor employees pursuant to this clause. (e) Remedies. In addition to other remedies available to the Government, the Contractor's failure to comply with the requirements of paragraphs (c), (d), or (f) of this clause may result in -- (1) Requiring the Contractor to remove a Contractor employee or employees from the performance of the contract; (2) Requiring the Contractor to terminate a subcontract; (3) Suspension of contract payments; (4) Loss of award fee, consistent with the award fee plan, for the performance period in which the Government determined Contractor non-compliance; (5) Termination of the contract for default or cause, in accordance with the termination clause of this contract; or (6) Suspension or debarment. (f) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts.

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(g) Mitigating Factor. The Contracting Officer may consider whether the Contractor had a Trafficking in Persons awareness program at the time of the violation as a mitigating factor when determining remedies. Additional information about Trafficking in Persons and examples of awareness programs can be found at the website for the Department of State's Office to Monitor and Combat Trafficking in Persons at http://www.state.gov/g/tip. (End of clause) CLAUSES INCORPORATED BY FULL TEXT 52.236-1 PERFORMANCE OF WORK BY THE CONTRACTOR (APR 1984) The Contractor shall perform on the site, and with its own organization, work equivalent to at least twenty-five (25) percent of the total amount of work to be performed under the contract. This percentage may be reduced by a supplemental agreement to this contract if, during performing the work, the Contractor requests a reduction and the Contracting Officer determines that the reduction would be to the advantage of the Government. (End of clause) 52.236-2 DIFFERING SITE CONDITIONS (APR 1984) (a) The Contractor shall promptly, and before the conditions are disturbed, give a written notice to the Contracting Officer of (1) subsurface or latent physical conditions at the site which differ materially from those indicated in this contract, or (2) unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in the contract. (b) The Contracting Officer shall investigate the site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, performing any part of the work under this contract, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the contract modified in writing accordingly. (c) No request by the Contractor for an equitable adjustment to the contract under this clause shall be allowed, unless the Contractor has given the written notice required; provided, that the time prescribed in (a) above for giving written notice may be extended by the Contracting Officer. (d) No request by the Contractor for an equitable adjustment to the contract for differing site conditions shall be allowed if made after final payment under this contract. (End of clause) 52.236-3 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK (APR 1984)

(a) The Contractor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the

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work or its cost, including but not limited to (1) conditions bearing upon transportation, disposal, handling, and storage of materials; (2) the availability of labor, water, electric power, and roads; (3) uncertainties of weather, river stages, tides, or similar physical conditions at the site; (4) the conformation and conditions of the ground; and (5) the character of equipment and facilities needed preliminary to and during work performance. The Contractor also acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by the Government, as well as from the drawings and specifications made a part of this contract. Any failure of the Contractor to take the actions described and acknowledged in this paragraph will not relieve the Contractor from responsibility for estimating properly the difficulty and cost of successfully performing the work, or for proceeding to successfully perform the work without additional expense to the Government. (b) The Government assumes no responsibility for any conclusions or interpretations made by the Contractor based on the information made available by the Government. Nor does the Government assume responsibility for any understanding reached or representation made concerning conditions which can affect the work by any of its officers or agents before the execution of this contract, unless that understanding or representation is expressly stated in this contract. (End of clause) 52.236-5 MATERIAL AND WORKMANSHIP (APR 1984)

(a) All equipment, material, and articles incorporated into the work covered by this contract shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in this contract. References in the specifications to equipment, material, articles, or patented processes by trade name, make, or catalog number, shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. The Contractor may, at its option, use any equipment, material, article, or process that, in the judgment of the Contracting Officer, is equal to that named in the specifications, unless otherwise specifically provided in this contract. (b) The Contractor shall obtain the Contracting Officer's approval of the machinery and mechanical and other equipment to be incorporated into the work. When requesting approval, the Contractor shall furnish to the Contracting Officer the name of the manufacturer, the model number, and other information concerning the performance, capacity, nature, and rating of the machinery and mechanical and other equipment. When required by this contract or by the Contracting Officer, the Contractor shall also obtain the Contracting Officer's approval of the material or articles which the Contractor contemplates incorporating into the work. When requesting approval, the Contractor shall provide full information concerning the material or articles. When directed to do so, the Contractor shall submit samples for approval at the Contractor's expense, with all shipping charges prepaid. Machinery, equipment, material, and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection. (c) All work under this contract shall be performed in a skillful and workmanlike manner. The Contracting Officer may require, in writing, that the Contractor remove from the work any employee the Contracting Officer deems incompetent, careless, or otherwise objectionable. (End of clause)

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52.236-6 SUPERINTENDENCE BY THE CONTRACTOR (APR 1984) At all times during performance of this contract and until the work is completed and accepted, the Contractor shall directly superintend the work or assign and have on the worksite a competent superintendent who is satisfactory to the Contracting Officer and has authority to act for the Contractor. (End of clause) 52.236-7 PERMITS AND RESPONSIBILITIES (NOV 1991) The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any Federal, State, and municipal laws, codes, and regulations applicable to the performance of the work. The Contractor shall also be responsible for all damages to persons or property that occur as a result of the Contractor's fault or negligence. The Contractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the contract. (End of clause) 52.236-8 OTHER CONTRACTS (APR 1984) The Government may undertake or award other contracts for additional work at or near the site of the work under this contract. The Contractor shall fully cooperate with the other contractors and with Government employees and shall carefully adapt scheduling and performing the work under this contract to accommodate the additional work, heeding any direction that may be provided by the Contracting Officer. The Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by Government employees. (End of clause) 52.236-9 PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT, UTILITIES, AND IMPROVEMENTS (APR 1984) (a) The Contractor shall preserve and protect all structures, equipment, and vegetation (such as trees, shrubs, and grass) on or adjacent to the work site, which are not to be removed and which do not unreasonably interfere with the work required under this contract. The Contractor shall only remove trees when specifically authorized to do so, and shall avoid damaging vegetation that will remain in place. If any limbs or branches of trees are broken during contract performance, or by the careless operation of equipment, or by workmen, the Contractor shall trim those limbs or branches with a clean cut and paint the cut with a tree-pruning compound as directed by the Contracting Officer. (b) The Contractor shall protect from damage all existing improvements and utilities (1) at or near the work site, and (2) on adjacent property of a third party, the locations of which are made known to or should be known by the Contractor. The Contractor shall repair any damage to those facilities, including those that are the property of a third party, resulting from failure to comply with the requirements of this contract or failure to exercise reasonable care in performing the work. If the Contractor fails or refuses to repair the damage promptly, the Contracting

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Officer may have the necessary work performed and charge the cost to the Contractor. (End of clause) 52.236-10 OPERATIONS AND STORAGE AREAS (APR 1984) (a) The Contractor shall confine all operations (including storage of materials) on Government premises to areas authorized or approved by the Contracting Officer. The Contractor shall hold and save the Government, its officers and agents, free and harmless from liability of any nature occasioned by the Contractor's performance. (b) Temporary buildings (e.g., storage sheds, shops, offices) and utilities may be erected by the Contractor only with the approval of the Contracting Officer and shall be built with labor and materials furnished by the Contractor without expense to the Government. The temporary buildings and utilities shall remain the property of the Contractor and shall be removed by the Contractor at its expense upon completion of the work. With the written consent of the Contracting Officer, the buildings and utilities may be abandoned and need not be removed. (c) The Contractor shall, under regulations prescribed by the Contracting Officer, use only established roadways, or use temporary roadways constructed by the Contractor when and as authorized by the Contracting Officer. When materials are transported in prosecuting the work, vehicles shall not be loaded beyond the loading capacity recommended by the manufacturer of the vehicle or prescribed by any Federal, State, or local law or regulation. When it is necessary to cross curbs or sidewalks, the Contractor shall protect them from damage. The Contractor shall repair or pay for the repair of any damaged curbs, sidewalks, or roads. (End of clause) 52.236-11 USE AND POSSESSION PRIOR TO COMPLETION (APR 1984) (a) The Government shall have the right to take possession of or use any completed or partially completed part of the work. Before taking possession of or using any work, the Contracting Officer shall furnish the Contractor a list of items of work remaining to be performed or corrected on those portions of the work that the Government intends to take possession of or use. However, failure of the Contracting Officer to list any item of work shall not relieve the Contractor of responsibility for complying with the terms of the contract. The Government's possession or use shall not be deemed an acceptance of any work under the contract. (b) While the Government has such possession or use, the Contractor shall be relieved of the responsibility for the loss of or damage to the work resulting from the Government's possession or use, notwithstanding the terms of the clause in this contract entitled "Permits and Responsibilities." If prior possession or use by the Government delays the progress of the work or causes additional expense to the Contractor, an equitable adjustment shall be made in the contract price or the time of completion, and the contract shall be modified in writing accordingly. (End of clause) 52.236-12 CLEANING UP (APR 1984) The Contractor shall at all times keep the work area, including storage areas, free from accumulations of waste materials. Before completing the work, the Contractor shall remove from the work and premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of the Government. Upon completing the work, the Contractor shall leave the work area in a clean, neat, and orderly condition satisfactory to the Contracting Officer.

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(End of clause) 52.236-13 ACCIDENT PREVENTION (NOV 1991) (a) The Contractor shall provide and maintain work environments and procedures which will (1) safeguard the public and Government personnel, property, materials, supplies, and equipment exposed to Contractor operations and activities; (2) avoid interruptions of Government operations and delays in project completion dates; and (3) control costs in the performance of this contract. (b) For these purposes on contracts for construction or dismantling, demolition, or removal of improvements, the Contractor shall- (1) Provide appropriate safety barricades, signs, and signal lights; (2) Comply with the standards issued by the Secretary of Labor at 29 CFR Part 1926 and 29 CFR Part 1910; and (3) Ensure that any additional measures the Contracting Officer determines to be reasonably necessary for the purposes are taken. (c) If this contract is for construction or dismantling, demolition or removal of improvements with any Department of Defense agency or component, the Contractor shall comply with all pertinent provisions of the latest version of U.S. Army Corps of Engineers Safety and Health Requirements Manual, EM 385-1-1, in effect on the date of the solicitation. (d) Whenever the Contracting Officer becomes aware of any noncompliance with these requirements or any condition which poses a serious or imminent danger to the health or safety of the public or Government personnel, the Contracting Officer shall notify the Contractor orally, with written confirmation, and request immediate initiation of corrective action. This notice, when delivered to the Contractor or the Contractor's representative at the work site, shall be deemed sufficient notice of the noncompliance and that corrective action is required. After receiving the notice, the Contractor shall immediately take corrective action. If the Contractor fails or refuses to promptly take corrective action, the Contracting Officer may issue an order stopping all or part of the work until satisfactory corrective action has been taken. The Contractor shall not be entitled to any equitable adjustment of the contract price or extension of the performance schedule on any stop work order issued under this clause. (e) The Contractor shall insert this clause, including this paragraph (e), with appropriate changes in the designation

of the parties, in subcontracts. (End of clause) 52.236-14 AVAILABILITY AND USE OF UTILITY SERVICES (APR 1984) (a) The Government shall make all reasonably required amounts of utilities available to the Contractor from existing outlets and supplies, as specified in the contract. Unless otherwise provided in the contract, the amount of each utility service consumed shall be charged to or paid for by the Contractor at prevailing rates charged to the Government or, where the utility is produced by the Government, at reasonable rates determined by the Contracting Officer. The Contractor shall carefully conserve any utilities furnished without charge.

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(b) The Contractor, at its expense and in a workmanlike manner satisfactory to the Contracting Officer, shall install and maintain all necessary temporary connections and distribution lines, and all meters required to measure the amount of each utility used for the purpose of determining charges. Before final acceptance of the work by the Government, the Contractor shall remove all the temporary connections, distribution lines, meters, and associated paraphernalia. (End of clause) 52.236-15 SCHEDULES FOR CONSTRUCTION CONTRACTS (APR 1984) (a) The Contractor shall, within five days after the work commences on the contract or another period of time determined by the Contracting Officer, prepare and submit to the Contracting Officer for approval three copies of a practicable schedule showing the order in which the Contractor proposes to perform the work, and the dates on which the Contractor contemplates starting and completing the several salient features of the work (including acquiring materials, plant, and equipment). The schedule shall be in the form of a progress chart of suitable scale to indicate appropriately the percentage of work scheduled for completion by any given date during the period. If the Contractor fails to submit a schedule within the time prescribed, the Contracting Officer may withhold approval of progress payments until the Contractor submits the required schedule. (b) The Contractor shall enter the actual progress on the chart as directed by the Contracting Officer, and upon doing so shall immediately deliver three copies of the annotated schedule to the Contracting Officer. If, in the opinion of the Contracting Officer, the Contractor falls behind the approved schedule, the Contractor shall take steps necessary to improve its progress, including those that may be required by the Contracting Officer, without additional cost to the Government. In this circumstance, the Contracting Officer may require the Contractor to increase the number of shifts, overtime operations, days of work, and/or the amount of construction plant, and to submit for approval any supplementary schedule or schedules in chart form as the Contracting Officer deems necessary to demonstrate how the approved rate of progress will be regained. (c) Failure of the Contractor to comply with the requirements of the Contracting Officer under this clause shall be grounds for a determination by the Contracting Officer that the Contractor is not prosecuting the work with sufficient diligence to ensure completion within the time specified in the contract. Upon making this determination, the Contracting Officer may terminate the Contractor's right to proceed with the work, or any separable part of it, in accordance with the default terms of this contract. (End of clause) 52.236-17 LAYOUT OF WORK (APR 1984) The Contractor shall lay out its work from Government established base lines and bench marks indicated on the drawings, and shall be responsible for all measurements in connection with the layout. The Contractor shall furnish, at its own expense, all stakes, templates, platforms, equipment, tools, materials, and labor required to lay out any part of the work. The Contractor shall be responsible for executing the work to the lines and grades that may be established or indicated by the Contracting Officer. The Contractor shall also be responsible for maintaining and preserving all stakes and other marks established by the Contracting Officer until authorized to remove them. If such marks are destroyed by the Contractor or through its negligence before their removal is authorized, the Contracting Officer may replace them and deduct the expense of the replacement from any amounts due or to become due to the Contractor. (End of clause)

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52.236-21 SPECIFICATIONS AND DRAWINGS FOR CONSTRUCTION (FEB 1997) (a) The Contractor shall keep on the work site a copy of the drawings and specifications and shall at all times give the Contracting Officer access thereto. Anything mentioned in the specifications and not shown on the drawings, or shown on the drawings and not mentioned in the specifications, shall be of like effect as if shown or mentioned in both. In case of difference between drawings and specifications, the specifications shall govern. In case of discrepancy in the figures, in the drawings, or in the specifications, the matter shall be promptly submitted to the Contracting Officer, who shall promptly make a determination in writing. Any adjustment by the Contractor without such a determination shall be at its own risk and expense. The Contracting Officer shall furnish from time to time such detailed drawings and other information as considered necessary, unless otherwise provided. (b) Wherever in the specifications or upon the drawings the words "directed", "required", "ordered", "designated", "prescribed", or words of like import are used, it shall be understood that the "direction", "requirement", "order", "designation", or "prescription", of the Contracting Officer is intended and similarly the words "approved", "acceptable", "satisfactory", or words of like import shall mean "approved by," or "acceptable to", or "satisfactory to" the Contracting Officer, unless otherwise expressly stated. (c) Where "as shown," as indicated", "as detailed", or words of similar import are used, it shall be understood that the reference is made to the drawings accompanying this contract unless stated otherwise. The word "provided" as used herein shall be understood to mean "provide complete in place," that is "furnished and installed". (d) Shop drawings means drawings, submitted to the Government by the Contractor, subcontractor, or any lower tier subcontractor pursuant to a construction contract, showing in detail (1) the proposed fabrication and assembly of structural elements, and (2) the installation (i.e., fit, and attachment details) of materials or equipment. It includes drawings, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance and test data, and similar materials furnished by the contractor to explain in detail specific portions of the work required by the contract. The Government may duplicate, use, and disclose in any manner and for any purpose shop drawings delivered under this contract. (e) If this contract requires shop drawings, the Contractor shall coordinate all such drawings, and review them for accuracy, completeness, and compliance with contract requirements and shall indicate its approval thereon as evidence of such coordination and review. Shop drawings submitted to the Contracting Officer without evidence of the Contractor's approval may be returned for resubmission. The Contracting Officer will indicate an approval or disapproval of the shop drawings and if not approved as submitted shall indicate the Government's reasons therefor. Any work done before such approval shall be at the Contractor's risk. Approval by the Contracting Officer shall not relieve the Contractor from responsibility for any errors or omissions in such drawings, nor from responsibility for complying with the requirements of this contract, except with respect to variations described and approved in accordance with (f) below. (f) If shop drawings show variations from the contract requirements, the Contractor shall describe such variations in writing, separate from the drawings, at the time of submission. If the Contracting Officer approves any such variation, the Contracting Officer shall issue an appropriate contract modification, except that, if the variation is minor or does not involve a change in price or in time of performance, a modification need not be issued. (g) The Contractor shall submit to the Contracting Officer for approval four copies (unless otherwise indicated) of all shop drawings as called for under the various headings of these specifications. Three sets (unless otherwise indicated) of all shop drawings, will be retained by the Contracting Officer and one set will be returned to the Contractor. (End of clause) 52.236-23 RESPONSIBILITY OF THE ARCHITECT-ENGINEER CONTRACTOR (APR 1984)

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(a) The Contractor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Contractor under this contract. The Contractor shall, without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications, and other services. (b) 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 contract 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. (c) The rights and remedies of the Government provided for under this contract are in addition to any other rights and remedies provided by law. (d) If the Contractor is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder. (End of clause) 52.236-24 WORK OVERSIGHT IN ARCHITECT-ENGINEER CONTRACTS (APR 1984) The extent and character of the work to be done by the Contractor shall be subject to the general oversight, supervision, direction, control, and approval of the Contracting Officer. (End of clause) 52.236-26 PRECONSTRUCTION CONFERENCE (FEB 1995) If the Contracting Officer decides to conduct a preconstruction conference, the successful offeror will be notified and will be required to attend. The Contracting Officer's notification will include specific details regarding the date, time, and location of the conference, any need for attendance by subcontractors, and information regarding the items to be discussed. (End of clause) 52.236-9900 PERMITS AND RESPONSIBILITIES

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable laws, codes, and regulations, in connection with the prosecution of the work. It shall be similarly responsible for all damages to persons or property that occur as a result of his fault or negligence. It shall take proper safety and health precautions to protect the work, the workers, the public, and the property of others. It shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire construction work, except for any completed unit of construction thereof which theretofore may have been accepted.

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(End of Clause) 52.242-14 SUSPENSION OF WORK (APR 1984) (a) The Contracting Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Contracting Officer determines appropriate for the convenience of the Government. (b) If the performance of all or any part of the work is, for an unreasonable period of time, suspended, delayed, or interrupted (1) by an act of the Contracting Officer in the administration of this contract, or (2) by the Contracting Officer's failure to act within the time specified in this contract (or within a reasonable time if not specified), an adjustment shall be made for any increase in the cost of performance of this contract (excluding profit) necessarily caused by the unreasonable suspension, delay, or interruption, and the contract modified in writing accordingly. However, no adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an equitable adjustment is provided for or excluded under any other term or condition of this contract. (c) A claim under this clause shall not be allowed (1) for any costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order), and (2) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. (End of clause) 52.246-12 INSPECTION OF CONSTRUCTION (AUG 1996) (a) Definition. "Work" includes, but is not limited to, materials, workmanship, and manufacture and fabrication of components. (b) The Contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the work performed under the contract conforms to contract requirements. The Contractor shall maintain complete inspection records and make them available to the Government. All work shall be conducted under the general direction of the Contracting Officer and is subject to Government inspection and test at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of the contract. (c) Government inspections and tests are for the sole benefit of the Government and do not-- (1) Relieve the Contractor of responsibility for providing adequate quality control measures; (2) Relieve the Contractor of responsibility for damage to or loss of the material before acceptance; (3) Constitute or imply acceptance; or (4) Affect the continuing rights of the Government after acceptance of the completed work under paragraph (i) of this section. (d) The presence or absence of a Government inspector does not relieve the Contractor from any contract requirement, nor is the inspector authorized to change any term or condition of the specification without the Contracting Officer's written authorization.

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(e) The Contractor shall promptly furnish, at no increase in contract price, all facilities, labor, and material reasonably needed for performing such safe and convenient inspections and tests as may be required by the Contracting Officer. The Government may charge to the Contractor any additional cost of inspection or test when work is not ready at the time specified by the Contractor for inspection or test, or when prior rejection makes reinspection or retest necessary. The Government shall perform all inspections and tests in a manner that will not unnecessarily delay the work. Special, full size, and performance tests shall be performed as described in the contract. (f) The Contractor shall, without charge, replace or correct work found by the Government not to conform to contract requirements, unless in the public interest the Government consents to accept the work with an appropriate adjustment in contract price. The Contractor shall promptly segregate and remove rejected material from the premises. (g) If the Contractor does not promptly replace or correct rejected work, the Government may (1) by contract or otherwise, replace or correct the work and charge the cost to the Contractor or (2) terminate for default the Contractor's right to proceed. (h) If, before acceptance of the entire work, the Government decides to examine already completed work by removing it or tearing it out, the Contractor, on request, shall promptly furnish all necessary facilities, labor, and material. If the work is found to be defective or nonconforming in any material respect due to the fault of the Contractor or its subcontractors, the Contractor shall defray the expenses of the examination and of satisfactory reconstruction. However, if the work is found to meet contract requirements, the Contracting Officer shall make an equitable adjustment for the additional services involved in the examination and reconstruction, including, if completion of the work was thereby delayed, an extension of time. (i) Unless otherwise specified in the contract, the Government shall accept, as promptly as practicable after completion and inspection, all work required by the contract or that portion of the work the Contracting Officer determines can be accepted separately. Acceptance shall be final and conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or the Government's rights under any warranty or guarantee. (End of clause) 52.246-2100 WARRANTY OF CONSTRUCTION (a) In addition to any other warranties in this contract, the Contractor warrants, except as provided in paragraph (i) of this clause, that work performed under this contract conforms to the contract requirements and is free of any defect in equipment, material, or design furnished, or workmanship performed by the Contractor or any subcontractor or supplier at any tier. (b) This warranty shall continue for a period of 2 years 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 2 years from the date the Government takes possession. (c) 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; or (2) Any defect of equipment, material, workmanship, or design furnished. (d) 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 2 years from the date of repair or replacement. (e) The Contracting Officer shall notify the Contractor, in writing, within a reasonable time after the discovery of any failure, defect, or damage.

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(f) If the Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice, the Government shall have the right to replace, repair, or otherwise remedy the failure, defect, or damage at the Contractor's expense. (g) With respect to all warranties, express or implied, from subcontractors, manufacturers, or suppliers for work performed and materials furnished under this contract, the Contractor shall-- (1) Obtain all warranties that would be given in normal commercial practice; (2) Require all warranties to be executed, in writing, for the benefit of the Government, if directed by the Contracting Officer; and (3) Enforce all warranties for the benefit of the Government, if directed by the Contracting Officer. (h) In the event the Contractor's warranty under paragraph (b) of this clause has expired, the Government may bring suit at its expense to enforce a subcontractor's, manufacturer's, or supplier's warranty. (i) Unless a defect is caused by the negligence of the Contractor or subcontractor or supplier at any tier, the Contractor shall not be liable for the repair of any defects of material or design furnished by the Government nor for the repair of any damage that results from any defect in Government-furnished material or design. (j) This warranty shall not limit the Government's rights under the Inspection and Acceptance clause of this contract with respect to latent defects, gross mistakes, or fraud. (End of clause) 52.248-3 VALUE ENGINEERING--CONSTRUCTION (OCT 2010) (a) General. The Contractor is encouraged to develop, prepare, and submit value engineering change proposals (VECP's) voluntarily. The Contractor shall share in any instant contract savings realized from accepted VECP's, in accordance with paragraph (f) below. (b) Definitions. "Collateral costs," as used in this clause, means agency costs of operation, maintenance, logistic support, or Government-furnished property. "Collateral savings," as used in this clause, means those measurable net reductions resulting from a VECP in the agency's overall projected collateral costs, exclusive of acquisition savings, whether or not the acquisition cost changes. "Contractor's development and implementation costs," as used in this clause, means those costs the Contractor incurs on a VECP specifically in developing, testing, preparing, and submitting the VECP, as well as those costs the Contractor incurs to make the contractual changes required by Government acceptance of a VECP. "Government costs," as used in this clause, means those agency costs that result directly from developing and implementing the VECP, such as any net increases in the cost of testing, operations, maintenance, and logistic support. The term does not include the normal administrative costs of processing the VECP. "Instant contract savings," as used in this clause, means the estimated reduction in Contractor cost of performance resulting from acceptance of the VECP, minus allowable Contractor's development and implementation costs, including subcontractors' development and implementation costs (see paragraph (h) below). "Value engineering change proposal (VECP)" means a proposal that-- (1) Requires a change to this, the instant contract, to implement; and (2) Results in reducing the contract price or estimated cost without impairing essential functions or characteristics; provided, that it does not involve a change-- (i) In deliverable end item quantities only; or

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(ii) To the contract type only. (c) VECP preparation. As a minimum, the Contractor shall include in each VECP the information described in subparagraphs(c) (1) through (7) below. If the proposed change is affected by contractually required configuration management or similar procedures, the instructions in those procedures relating to format, identification, and priority assignment shall govern VECP preparation. The VECP shall include the following: (1) A description of the difference between the existing contract requirement and that proposed, the comparative advantages and disadvantages of each, a justification when an item's function or characteristics are being altered, and the effect of the change on the end item's performance. (2) A list and analysis of the contract requirements that must be changed if the VECP is accepted, including any suggested specification revisions. (3) A separate, detailed cost estimate for (i) the affected portions of the existing contract requirement and (ii) the VECP. The cost reduction associated with the VECP shall take into account the Contractor's allowable development and implementation costs, including any amount attributable to subcontracts under paragraph (h) below. (4) A description and estimate of costs the Government may incur in implementing the VECP, such as test and evaluation and operating and support costs. (5) A prediction of any effects the proposed change would have on collateral costs to the agency. (6) A statement of the time by which a contract modification accepting the VECP must be issued in order to achieve the maximum cost reduction, noting any effect on the contract completion time or delivery schedule. (7) Identification of any previous submissions of the VECP, including the dates submitted, the agencies and contract numbers involved, and previous Government actions, if known. (d) Submission. The Contractor shall submit VECP's to the Resident Engineer at the worksite, with a copy to the Contracting Officer. (e) Government action. (1) The Contracting Officer will notify the Contractor of the status of the VECP within 45 calendar days after the contracting office receives it. If additional time is required, the Contracting Officer will notify the Contractor within the 45-day period and provide the reason for the delay and the expected date of the decision. The Government will process VECP's expeditiously; however, it shall not be liable for any delay in acting upon a VECP. If the VECP is not accepted, the Contracting Officer will notify the Contractor in writing, explaining the reasons for rejection. The Contractor may withdraw any VECP, in whole or in part, at any time before it is accepted by the Government. The Contracting Officer may require that the Contractor provide written notification before undertaking significant expenditures for VECP effort. Any VECP may be accepted, in whole or in part, by the Contracting Officer's award of a modification to this contract citing this clause. The Contracting Officer may accept the VECP, even though an agreement on price reduction has not been reached, by issuing the Contractor a notice to proceed with the change. Until a notice to proceed is issued or a contract modification applies a VECP to this contract, the Contractor shall perform in accordance with the existing contract. The decision to accept or reject all or part of any VECP is a unilateral decision made solely at the discretion of the Contracting Officer.

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(f) Sharing. (1) Rates. The Government's share of savings is determined by subtracting Government costs from instant contract savings and multiplying the result by (i) 45 percent for fixed-price contracts or (ii) 75 percent for cost-reimbursement contracts. (2) Payment. Payment of any share due the Contractor for use of a VECP on this contract shall be authorized by a modification to this contract to-- (i) Accept the VECP; (ii) Reduce the contract price or estimated cost by the amount of instant contract savings; and (iii) Provide the Contractor's share of savings by adding the amount calculated to the contract price or fee. (g) Collateral savings. If a VECP is accepted, the Contracting Officer will increase the instant contract amount by 20 percent of any projected collateral savings determined to be realized in a typical year of use after subtracting any Government costs not previously offset. However, the Contractor's share of collateral savings will not exceed the contract's firm-fixed-price or estimated cost, at the time the VECP is accepted, or $100,000, whichever is greater. The Contracting Officer is the sole determiner of the amount of collateral savings. (h) Subcontracts. The Contractor shall include an appropriate value engineering clause in any subcontract of $65,000 or more and may include one in subcontracts of lesser value. In computing any adjustment in this contract's price under paragraph (f) above, the Contractor's allowable development and implementation costs shall include any subcontractor's allowable development and implementation costs clearly resulting from a VECP accepted by the Government under this contract, but shall exclude any value engineering incentive payments to a subcontractor. The Contractor may choose any arrangement for subcontractor value engineering incentive payments; provided, that these payments shall not reduce the Government's share of the savings resulting from the VECP. (i) Data. The Contractor may restrict the Government's right to use any part of a VECP or the supporting data by marking the following legend on the affected parts: "These data, furnished under the Value Engineering-- Construction clause of contract . . . . . . . . . . , shall not be disclosed outside the Government or duplicated, used, or disclosed, in whole or in part, for any purpose other than to evaluate a value engineering change proposal submitted under the clause. This restriction does not limit the Government's right to use information contained in these data if it has been obtained or is otherwise available from the Contractor or from another source without limitations." If a VECP is accepted, the Contractor hereby grants the Government unlimited rights in the VECP and supporting data, except that, with respect to data qualifying and submitted as limited rights technical data, the Government shall have the rights specified in the contract modification implementing the VECP and shall appropriately mark the data. (The terms "unlimited rights" and "limited rights" are defined in Part 27 of the Federal Acquisition Regulation.) (End of clause) 52.249-10 DEFAULT (FIXED-PRICE CONSTRUCTION) (APR 1984) (a) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract including any extension, or fails to complete the work within this time, the Government may, by written notice to the Contractor, terminate the right to proceed with the work (or the separable part of the work) that has been delayed. In this event, the Government may take over the work and

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complete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Government resulting from the Contractor's refusal or failure to complete the work within the specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Government in completing the work. (b) The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause, if-- (1) The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include (i) acts of God or of the public enemy, (ii) acts of the Government in either its sovereign or contractual capacity, (iii) acts of another Contractor in the performance of a contract with the Government, (iv) fires, (v) floods, (vi) epidemics, (vii) quarantine restrictions, (viii) strikes, (ix) freight embargoes, (x) unusually severe weather, or delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both the Contractor and the subcontractors or suppliers; and (2) The Contractor, within 10 days from the beginning of any delay (unless extended by the Contracting Officer), notifies the Contracting Officer in writing of the causes of delay. The Contracting Officer shall ascertain the facts and the extent of delay. If, in the judgment of the Contracting Officer, the findings of fact warrant such action, the time for completing the work shall be extended. The findings of the Contracting Officer shall be final and conclusive on the parties, but subject to appeal under the Disputes clause. (c) If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Government. The rights and remedies of the Government in this clause are in addition to any other rights and remedies provided by law or under this contract. (End of clause) 52.249-5000 BASIS FOR SETTLEMENT OF PROPOSALS

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Actual costs will be used to determine equipment costs for a settlement proposal submitted on the total cost basis under FAR 49.206-2(b). In evaluating a terminations settlement proposal using the total cost basis, the following principles will be applied to determine allowable equipment costs: Actual costs for each piece of equipment, or groups of similar serial or series equipment, need not be available in the contractor's accounting records to determine total actual equipment costs. If equipment costs have been allocated to a contract using predetermined rates , those charges will be adjusted to actual costs. (3) Recorded job costs adjusted for unallowable expenses will be used to determine equipment operating expenses. (4) Ownership costs (depreciation) will be determined using the contractor's depreciation schedule (subject to the provisions of FAR 31.205-11). (5) License, taxes, storage and insurance costs are normally recovered as an indirect expense and unless the contractor charges these costs directly to contracts, they will be recovered through the indirect expense rate. (End of Clause) 252.223-7006 PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS (APR 1993) (a) "Definitions". As used in this clause -- (1) "Storage" means a non-transitory, semi-permanent or permanent holding, placement, or leaving of material. It does not include a temporary accumulation of a limited quantity of a material used in or a waste generated or resulting from authorized activities, such as servicing, maintenance, or repair of Department of Defense (DoD) items, equipment, or facilities. (2) "Toxic or hazardous materials" means: (i) Materials referred to in section 101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) of 1980 (42 U.S.C. 9601(14)) and materials designated under section 102 of CERCLA (42 U.S.C. 9602) (40 CFR part 302); (ii) Materials that are of an explosive, flammable, or pyrotechnic nature; or (iii) Materials otherwise identified by the Secretary of Defense as specified in DoD regulations. (b) In accordance with 10 U.S.C. 2692, the Contractor is prohibited from storing or disposing of non-DoD-owned toxic or hazardous materials on a DoD installation, except to the extent authorized by a statutory exception to 10 U.S.C. 2692 or as authorized by the Secretary of Defense or his designee. (End of clause) 252.225-7041 CORRESPONDENCE IN ENGLISH (JUNE 1997) The Contractor shall ensure that all contract correspondence that is addressed to the United States Government is submitted in English or with an English translation. (End of clause)

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252.225-7044 BALANCE OF PAYMENTS PROGRAM--CONSTRUCTION MATERIAL (OCT 2010) (a) Definitions. As used in this clause-- Commercially available off-the-shelf (COTS) item-- (1) Means any item of supply (including construction material) that is-- (i) A commercial item (as defined in paragraph (1) of the definition of ``commercial item'' in section 2.101 of the Federal Acquisition Regulation); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. 40102), such as agricultural products and petroleum products. “Component” means any article, material, or supply incorporated directly into construction material. “Construction material” means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporation into the building or work. The term also includes an item brought to the site preassembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation systems, that are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction material. “Cost of components” means-- (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the construction material. “Domestic construction material” means-- (1) An unmanufactured construction material mined or produced in the United States; or (2) A construction material manufactured in the United States, if-- (i) The cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind for which nonavailability determinations have been made are treated as domestic; or (ii) The construction material is a COTS item. `Ùnited States'' means the 50 States, the District of Columbia, and outlying areas.

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(b) Domestic preference. This clause implements the Balance of Payments Program by providing a preference for domestic construction material. The Contractor shall use only domestic construction material in performing this contract, except for— (1) Construction material valued at or below the simplified acquisition threshold in part 2 of the Federal Acquisition Regulation; (2) Information technology that is a commercial item; or (3) The construction material or components listed by the Government as follows: (Contracting Officer to list applicable excepted materials or indicate “none”) (End of clause) 252.227-7022 GOVERNMENT RIGHTS (UNLIMITED) (MAR 1979) The Government shall have unlimited rights, in all drawings, designs, specifications, notes and other works developed in the performance of this contract, including the right to use same on any other Government design or construction without additional compensation to the Contractor. The Contractor hereby grants to the Government a paid-up license throughout the world to all such works to which he may assert or establish any claim under design patent or copyright laws. The Contractor for a period of three (3) years after completion of the project agrees to furnish the original or copies of all such works on the request of the Contracting Officer. (End of clause) 252.227-7033 RIGHTS IN SHOP DRAWINGS (APR 1966) (a) Shop drawings for construction means drawings, submitted to the Government by the Construction Contractor, subcontractor or any lower-tier subcontractor pursuant to a construction contract, showing in detail (i) the proposed fabrication and assembly of structural elements and (ii) the installation (i.e., form, fit, and attachment details) of materials or equipment. The Government may duplicate, use, and disclose in any manner and for any purpose shop drawings delivered under this contract. (b) This clause, including this paragraph (b), shall be included in all subcontracts hereunder at any tier. 252.232-7008 ASSIGNMENT OF CLAIMS (OVERSEAS) (JUNE 1997) (a) No claims for monies due, or to become due, shall be assigned by the Contractor unless— (1) Approved in writing by the Contracting Officer; (2) Made in accordance with the laws and regulations of the United States of America; and (3) Permitted by the laws and regulations of the Contractor's country. (b) In no event shall copies of this contract of any plans, specifications, or other similar documents relating to work under this contract, if marked “Top Secret,” “Secret,” or “Confidential” be furnished to any assignee of any claim arising under this contract or to any other person not entitled to receive such documents. However, a copy of any

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part or all of this contract so marked may be furnished, or any information contained herein may be disclosed, to such assignee upon the Contracting Officer's prior written authorization. (c) Any assignment under this contract shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party, except that any such assignment may be made to one party as agent or trustee for two or more parties participating in such financing. On each invoice or voucher submitted for payment under this contract to which any assignment applies, and for which direct payment thereof is to be made to an assignee, the Contractor shall— (1) Identify the assignee by name and complete address; and (2) Acknowledge the validity of the assignment and the right of the named assignee to receive payment in the amount invoiced or vouchered. (End of clause) 252.233-7001 CHOICE OF LAW (OVERSEAS) (JUNE 1997) This contract shall be construed and interpreted in accordance with the substantive laws of the United States of America. By the execution of this contract, the Contractor expressly agrees to waive any rights to invoke the jurisdiction of local national courts where this contract is performed and agrees to accept the exclusive jurisdiction of the United States Armed Services Board of Contract Appeals and the United States Court of Federal Claims for hearing and determination of any and all disputes that may arise under the Disputes clause of this contract. (End of clause) 252.236-7001 CONTRACT DRAWINGS AND SPECIFICATIONS (AUG 2000) (a) The Government will provide to the Contractor, without charge, one set of contract drawings and specifications, except publications incorporated into the technical provisions by reference, in electronic or paper media as chosen by the Contracting Officer. (b) The Contractor shall-- (1) Check all drawings furnished immediately upon receipt; (2) Compare all drawings and verify the figures before laying out the work; (3) Promptly notify the Contracting Officer of any discrepancies; (4) Be responsible for any errors that might have been avoided by complying with this paragraph (b); and (5) Reproduce and print contract drawings and specifications as needed. (c) In general-- (1) Large-scale drawings shall govern small-scale drawings; and (2) The Contractor shall follow figures marked on drawings in preference to scale measurements. (d) Omissions from the drawings or specifications or the misdescription of details of work that are manifestly necessary to carry out the intent of the drawings and specifications, or that are customarily performed, shall not

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relieve the Contractor from performing such omitted or misdescribed details of the work. The Contractor shall perform such details as if fully and correctly set forth and described in the drawings and specifications. (e) The work shall conform to the specifications and the contract drawings identified on the following index of drawings: Drawings and specs will be provided per individual task order, if neccessary. (End of clause)

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SECTION 01 11 00

SECTION 01 11 00 SUMMARY OF WORK

1.1 GENERAL INFORMATION

(i) PERFORMANCE PERIOD: A base period of one (1) year and two (2) option periods of one (1) year each.

(ii) MAXIMUM CONTRACT VALUE: Not-to-exceed $12,000,000 for the life of contract with an estimated annual amount of $4,000,000 for each period.

(iii) MINIMUM GUARANTEE: The minimum guarantee amount is $5,000 for the base year and is consideration for all remaining Option Years.

(iv) TASK ORDER LIMITATIONS: The Minimum Task Order is $5,000 and the Maximum Task Order is limited to $12,000,000. All task orders will be awarded and invoices paid in U.S. dollars.

(v) BANK LETTER OF GUARANTEE (BLG) and LETTER OF ASSURANCE (LOA): The Bank Letter of Assurance shall reflect 10% of each individual Task Order award.

(vi) SCHEDULE OF SERVICES AND RATES (SSR) or UNIT PRICE BOOK (UPB): The Schedule of Services and rates (SSR), dated 2011, is to be used as the contract specification in the execution of work under this contract.

(vii) UNIT PRICE BOOK is the terminology used by the U.S. Army for Schedule of Services and Rates (SSR). The terms shall be used interchangeably in this solicitation and final contract.

(viii) The terms shall be used interchangeably in this solicitation and final contract. 1.2 PURPOSE AND SCOPE: The purpose of this Europe District (EUD) Indefinite Delivery Indefinite Quantity (IDIQ) Multiple Award Task Order Contract (MATOC) is to provide real property repair and maintenance, environmental work, force protection work, and construction services in the areas identified below. Use of the MATOC will provide the Government with a construction product delivery method that can accommodate quick and straight-forward projects, as well as some small but complex projects, and can help minimize design effort and related overhead expenditures, as well as handle compressed schedules. Task Orders will primarily address general building renovation, road and pavement repair, and general environmental work including, but not limited to, incidental general construction; bridges, concrete/ asphalt roads and pavements; miscellaneous civil work, including drainage structures, sewer systems, sanitation systems, and water systems; buildings or barrack type structures; electrical, which work may include minor construction, excavation, plumbing, demolition, electrical, structural, mechanical, concrete work, and environmental remedial work. 1.3 GEOGRAPHICAL LOCATION The majority of the work to be performed under the contract is new construction throughout southern and central Africa. The southern countries include Botswana, Lesotho, Mozambique, Namibia, South Africa, Swaziland, Zambia, and Zimbabwe. The central countries include Angola, Burundi, Cameroon, Central African Republic, Chad, Democratic Republic of Congo, Equatorial Guinea, Gabon, Republic of Congo, Rwanda, and Sao Tome & Principe. The government may award 15% of this contract in other countries

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in Africa. Some work may be performed outside of these locations under each contract. Successful Offerors shall be required to meet specific country requirements that shall be identified per Task Order. The Government reserves the right to issue additional contracts in the area of responsibility.

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SECTION 01 30 00

SECTION 01 30 00

ADMINISTRATIVE REQUIREMENTS

10/09

1. TASK ORDERS REQUEST FOR PROPOSALS

1.1 When the Government has a work request, a Request for Proposal (RFP) will be issued. The RFP shall include information concerning the statement of work, guide specifications, drawings, attachments, information pertaining to a site visit, design requirements for design-build projects, evaluation criteria, and any other requirements for submissions (e.g., proposal requirements, bud schedule, etc.). As to Bank Letter of Guarantee and Bank Letter of Assurance, see samples provided as attachments and Section 00700-Contract clauses.

1.2 Depending upon the requirements of each task order, the Contractor will provide one of the following in response to an RFP: (a) lump sum price, (b) a price for each line item in the Schedule (when optional items are used), or (c) technical proposal in one package and the price proposal in a separate package.

1.3 Offerors attendance at site visits is considered vital to preparation of competitive and cost-effective offers, and to understanding the total results desired by the Government. Failure to attend site visits shall not be used as an excuse for omission or miscalculation in offers, and may be taken into consideration in determining a Contractor’s eligibility to participate in future Task Orders. The Contractors will not be reimbursed for attendance during negotiations, site visits, proposal preparation or other pre-Task Order award costs. The Contractor Officer reserves the right to make attendance at site visits mandatory for specific Task Orders and to reject offers by Contractors who have not attended the site visits.

1.4 Contractors shall respond within the number of calendar days stated in the RFP by submitting a proposal to the Contracting Officer in accordance with requirements stated in the RFP.

1.5 Proposals will either be accepted as is or negotiated to the mutual agreement of both the Government and the Contractor. Upon conclusion of satisfactory discussions or negotiations (if required), a Task Order will be issued by the Contracting Officer reflecting the negotiated order price and payment terms as outlined in the statement of work or specifications, In any instance where there is failure to reach agreement on price, the Government reserves the right to withdraw the project and have it completed by other means or to use the order unilaterally based upon Offeror’s proposed coefficients on the Bidding Schedule.

2. EVALUATION METHOD AND PROCEDURES OF RFPs

2.1 When an RFP for a Task Order is issued, the Government intends to select the most advantageous, responsive, and responsible proposal resulting in the Best Value to the Government, price and other factors considered. It is anticipated that the majority of the Task Orders will be awarded based on competition, but the Government reserves the right to the award Task Orders as follows:

1. Price only

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2. Price/Technical, to include schedule of work (Best Value)

3. Unilateral issuance of order using the Unit Price Book award coefficients, see paragraph 6. this Section

2.2 All MATOC Contractors will be given a fair opportunity to bid on Task Orders over $3,000 unless one of the following exceptions apply:

a. The agency need for the supplies or services is so urgent that providing a fair opportunity would result in unacceptable delays;

b. Only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized;

c. The order must be issued on a sole-source basis in the interest of economy and efficiency as a logical follow-on to an order already issued under the contract, provided that all awardess were given a fair opportunity to be considered for the original order; or

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

2.3 The Contracting Officer, in making decisions in award of any individual Task Order, will consider factors such as past performance on earlier Task Orders under MATOC, quality, timeliness, or other factors that the Contracting Officer determines to be relevant in awarding a particular Task Order. Award factors will vary depending on the unique requirements for each Task Order; however, pricing will be a consideration.

2.4 When an RFP for a Task Order is issued with price as the only criteria, the low responsive Offeror will be awarded the Task Order. During the administration of this contract prices as part of Price Proposal(s) shall not exceed the Unit Price Book prices including the contract award coefficient(s). The Government reserves the right to request back-up documentation, engineering computations, and take offs to substantiate the Offeror’s Price Proposals. In the case of a unilateral award, the Government will issue the award based on the UPB price and the Contractor’s award coefficient.

2.5 When both technical and price are considered, award of a Task Order resulting from an RFP will be based on technical rating and price being considered. If the Government determines technical rating of greater importance to price or price to be of greater importance to technical rating or of equal importance to the technical rating, then the RFP will describe criteria to be utilized in evaluating the Task Order proposal.

2.6 The Government’s payment of the Lump Sum Amount of individual Task Orders shall constitute full compensation to the Contractor for (1) Furnishing all plant, labor equipment, appliances, and materials; and (2) Performing all operations required to complete the work in conformity with the drawings, specifications and/or statement of work. The Contractor shall include in their proposal costs of all work required by drawings, specifications, and/or statement of work.

2.7 The requirement procedures for Defense Base Act (DBA) is located in the contract clause 52.000-4106 DEFENCE BASE ACT INSURANCE RATES – LIMITATION FIXED-PRICE (APR 2008). DBA shall be reimbursed per Task Order and shall be itemized as a Line Item on individual Task Orders. Cost for DBA is not considered to be part of the coefficients.

3. TASK ORDER AWARD

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3.1 Whenever possible, award will be made without discussions. If discussions are held each MATOC Contractor may be request to provide a final proposal revision. Task Order award will be made based on the basis for award as described in the Request for Proposal. The Government will notify Contractors when any Task Order (competed or otherwise awarded) is awarded under the MATIC procedures.

3.2 Task Orders will be issued on DD Form 1155. Orders may be placed via mail, telephone, facsimile or electronic commerce. The Task Order becomes binding when the Contracting Officer signs the Order.

3.3 In accordance with FAR 16.505(a)(7), no protest under Subpart 33.1 is authorized in connection with the issuance or proposed issuance of an order under a Task Order Contract except for a protest on the grounds that the order increases the scope, period, or maximum value of the contract. Notice to Proceed (NTP) will be issued separately after receipt of an acceptable Bank Letter of Guaranty, if required, and approved submittals as identified per Task Order or for Task Order awards over $10,000,000. Debriefs are authorized for task orders over $5,000,000 in accordance with FAR Part 16.505.

3.4 In accordance with FAR Part 16.505(b)(6), the Head of the Contracting Activity is required to appoint a task and delivery order 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 US Army Corps of Engineers (USACE) Ombudsman at the following address: Headquarters, US Atlantic PARC., Directorate of Contracting, ATTN: PARC., 60 Forsyth Street S.W., Room 10M35, Atlanta, Georgia 30303-8801. The ombudsman shall have the authority to:

a. Review complaints from contractors awarded multiple award contracts that they have not been afforded a fair opportunity to be considered for award of a particular task order.

b. After coordination with the Contracting Officer, and if he/she agrees with the Contractor, require that a Contracting Officer take corrective action regarding the complaint.

4. EMERGENCY ORDERING PROCEDURES

a. On rare occasions when the development of problems during other than normal duty hours arise which may jeopardize the operation of the areas, the contractor will be required to respond to the Government needs within four (4) hours following telephone notification which may be made at any time in any twenty-four hour period. To accomplish this, the Contractor will provide to the COR a number at which he can be reached on a twenty-four hour basis.

b. The Contractor shall, within five (5) hours (unless the Contracting Officer determines that additional time is required) following such notification, provide a proposal. The time of commencement and completion shall be as specified by the Government.

c. The Proposal will be reviewed for completeness and any concerns or inconsistencies will be negotiated.

d. The Contractor will be verbally advised to proceed by the Contracting Officer or his authorized representative.

e. Written confirmation by the Government and the requirements will be prepared and submitted the following work day, if practicable.

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f. A deliver order will then be issued.

5. SOLE SOURCE

When it is necessary to negotiate with one firm on a sole-source basis, the Offeror’s proposed coefficients on the Bidding Schedule applied to the UPB may be utilized in establishing the price. For any items not covered by UPB, that are within the scope of the contract, the Contractor shall provided competitive quotes to establish a fair and reasonable price which shall be negotiated and incorporated into Task Orders. The Contractors coefficients will be applied to the overall UPB price to establish the total value of the Task Order. There may be circumstances where proposals will be negotiated without Offeror’s proposed coefficients on the Bidding Schedule applied to the UPB, such as follow-on work and items of work not covered by the UPB,

6. COEFFICIENT AND DEFINITIONS

6.1 Contractor’s coefficients shall contain all costs, in additional to those contained in the Unit Price Book (UPB). The coefficients are a numerical factor that represents Contractor costs (indirect and direct costs, etc.) and profit not considered to be included in the UPB data. The Contractor’s coefficients shall contain all Contractors costs inclusive of profit, all overhead (to include home office and field overhead), labor burden, insurance, adjustments to listed prices, general and administrative expenses, subcontractor mark-up, mobilization and demobilization, and all other costs including, but not limited to, compliance with environmental laws, permits, preparation of reports, correspondence and documentation required by law or these specifications, tax laws, protection and/or moving of government property and engineering services. Engineering services include those services that are incidental to construction, and completing submittals for construction work. The coefficients shall also include costs necessary to interface with Government representatives, and coordination with occupants and other Contractors as necessary. The coefficients shall also include, but is not limited to, costs for:

a. Subcontractors overhead and profit

b. All coast associated with bank guarantee

c. All waste and excess material

d. Employee payroll taxes, insurance, and fringe benefits

e. Business taxes, contributions, memberships, corporate headquarters support (legal, financial, etc.)

f. Compliance with environmental laws (overhead [indirect] cost associated with performing work incompliance with EPA/OSHA regulations including local Government requirements, including obtaining any necessary licenses and permits, reporting requirements, etc.)

g. Mobilization and close out for the total contract and each Task Order

h. Compliance with protection and safety laws (i.e., safety rails, face and clothing protection, etc.)

i. Clean up

j. Traffic and work-site signs and barriers

k. Project management and supervision

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l. Quality control

m. Office management and equipment

n. Depreciation of mobile office(s)

o. Protection of Government property

p. Interest associated with funding of equipment and payroll

q. As built drawings

r. Permits, licenses, and fees

s. Other risk of doing business (i.e., risk of lower than expected dollar value

t. Risk of a high inflation cost for option periods; risk of poor subcontractor performance and re-performance

6.2 The Unit Price Book is based on U.S. Dollar. The Government will make all Task Order awards and all payment for the entire life of the base contract and all exercised options in U.S. Dollars.

6.3 Primary Design and Secondary Service Costs. It is anticipated that Task Orders are typically award to the low Offeror. However, when Task Orders are issued utilizing the coefficients applied to the Unit Price Book prices, then the requirements of this paragraph apply. All requirements associated with Design for Design Build projects will be negotiated per Task Order.

6.4 Validity of Coefficients. Each set of coefficients for the base period and each of the two option periods shall be valid and remain in full force for the duration of the contract.

6.5 Unit Price Book. The Unit Price Book which is considered part of this contract shall be used as a pricing tool for the duration of this contract and shall be the maximum amount used to administer this contract. The Unit Price Book is based primarily on European Construction and Design Standards. The Unit Price Book (UPB) is a costing tool developed by Europe District, 2005, that is part of this contract. This book contains costs for construction, including material, equipment and labor. This contract may require construction material and/or services that adhere to US standards. Construction standards will adhere at a minimum to the local standards unless specifically noted in individual Task Orders.

7. PLANS AND SPECIFICATIONS

The Government will provide the contractor one copy of the construction drawings and statement of work (with pertinent supplemental specifications) upon issuance of each Task Order. All further reproduction shall be at the Contractor’s expense. The Government will provide these as hard copy or as electronic media, such as e-mail or CD ROM. When directed, the Contractor shall complete Government drawings or provide design drawings for design/build projects, reference Technical Specifications.

8. CONTRACTOR SUBMITTALS

The Government requires all documentation (i.e., certificates, licenses, resumes, etc.) submitted and made available for verification purposes shall be in the English language in accordance with Local Clause 52.000-4043.

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8.1 Contractor’s Project Manager

a. The Contractor shall appoint an English speaking individual to be the Contractor’s Project Manager. The Contractor’s Project Manager shall have a minimum of five (5) years of construction management experience. Verification documentation will be made available to the Government upon request.

b. This individual shall conduct the overall management coordination on this contract and serve as the central point of contact with the Contracting Officer or his/her authorized representative for the performance of all work. An additional English speaking individual must be designated to act for the Project Manager, when work is being performed during the absence of the Project Manager.

c. The Contractor shall provide to the U.S. Government, within seven (7) days of award, the names, addresses, and home phone numbers of the Project Manager and the alternate Contractor personnel with authority to act for the Contractor if the Project Manager cannot be contacted. The Contractor shall also provide the Government, at the Pre-construction Conference, the names, address, and home phone numbers of the Project Manager’s supervisor.

d. When the Contractor wishes to change authorized Contractor personnel, a ten (10) workday advance written notice of change shall be provided to and approved by the Contracting Officer or his/her representative prior to any change. The Project Manager and/or any alternates designated to act for them, shall have full authority to contractually commit the Contractor for action on matters pertaining to administration of this contract. The Project Manager and his alternate shall be able to understand, speak, and write basic and technical English.

8.2 Correspondence: All correspondence shall be in the English language in accordance with Contract Clause FAR 52.215-1, Instruction to Offerors and “CORRESPONDENCE IN THE ENGLISH LANGUAGE”, (Local Clause 52.000-4043).

8.3 Submittals, Shop Drawings, and As-Builts

a. The Contractor is responsible for preparation of all shop drawings, submittals, and as-builts for each Task Order when required and as specified per Task Order. Submittals shall be approved by the COR in accordance with Specification Section 01 33 00.

b. The Contractor shall develop submittals for the Base Contract and shall provide these submittals to the Contracting Officer (KO) for review and approval no later than fifteen (15) calendar days after award of the contract. In the event any of the Base Contract submittals are disapproved by the KO, the Contractor shall revise the disapproved submittal to address all comments and resubmit to the KO within seven (7) days of receipt of comments. Base Contract submittals shall include but are not limited to Safety Plan, Quality Control Plan, and the Bank Letter of Assurance.

c. The Contractor shall update contract submittals and provide to the KO and/or COR, whichever is applicable, for review and approval whenever changes occur or are proposed. All Task Order submittals shall be prepared in accordance with the FAR 52.236-21 SPECIFICATIONS AND DRAWINGS FOR CONSTRUCTION and Specification Section 01 33 00 requirements.

8.4 Quality Control

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The Contractor shall submit a Quality Control Plan. The plan shall adhere to Specification 01451. The Contractor is responsible for quality control and shall establish and maintain an effective quality control system in compliance with FAR 52.246-12 INSPECTION OF CONSTRUCTION.

8.5 Safety

a. Safety shall be the sole responsibility of the Contractor. The Contractor shall comply with the provisions of the Contract Clauses, “ACCIDENT PREVENTION” (FAR 52.236-13); 52.000-4099, and “PROHIBITION ON STORAGE AND DISPOAL OF TOXIC HAZARDOUS MATERIALS” (DFARS 252.223-7006).

b. The Contract shall develop a Safety Plan to describe procedures and plans for preventing accidents and for preserving the life and health of the public, the Contractor, or Government personnel performing, or in any way coming in contact with the performance of this contract.

c. The Contractor’s Safety Plan shall comply with the latest EM 385-1-1. Appendix A of the U.S. Army Corps of Engineers Safety and Health Requirements Manual and Contract Clause titled “ACCIDENT PREVENTION” (FAR 52.236-13). The plan, at a minimum, shall address responsibilities and procedures that all prime and sub Contractor personnel shall follow in the areas of fire safety, protective clothing, protective equipment, disposal of waste and contaminated oil, and use electric welders, power equipment, and any other systems necessary to protect the employee.

d. Regularly scheduled safety meetings shall be held by the Contractor on site for all of the Contractor’s supervisors on the project to review past activities, plan for new or changed operations and establish safe working procedures for anticipated hazards. At least one (1) tool box safety meeting shall be conducted weekly by the line supervisor or foreman for all workers. Documentation of safety meetings and attendance shall be submitted to the Government.

8.6 Asbestos Plan

When required, the Contractor shall submit an Asbestos Plan that demonstrates the Contractor’s ability to perform asbestos abatement in accordance with AHERRA and EPA requirements and Section 00106 Asbestos Abatement. The Plan shall identify how key personnel are to be trained and/or certified and how annual training will be provided and documented. A plan for how the asbestos will be handled when encountered during non-asbestos work (contingency) shall be included. The Plan shall state that the COR will be notified prior to working with asbestos or if previously unidentified asbestos is encountered. If asbestos work is to be performed by a subcontractor, the experience and certification of credentials shall be provided. If the firm will perform the asbestos abatement, the firm’s certified personnel shall be identified and a copy of their latest certification provided.

8.7 Permits and Responsibilities

Permits and Responsibilities are the responsibility of the Contractor as required in Contract Clause “PERMITS AND RESPONSIBILITIES” (FAR 52.236-7) and Local Clause 52.000-4006.

8.8 Schedules

Schedules shall be negotiated and determined per Task Order. Schedules shall be submitted to the Government for acceptance in accordance with Specification Section 01 32 01.00.10. Delays as a result of weather shall be as addressed in SR 415-1-15, Unusually Severe Weather Conditions.

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8.9 Contractor’s Responsibility

a. The contractor shall be held responsible for any and all damages attributed to the actions of the Contractor or its subcontractors outside the limits of construction, including drainage structure, electrical or telephone facilities, pavement and other facilities.

b. When required, the Contractor shall lay out their work from Government established base lines and/or bench marks as indicated per Task Order. The Contractor shall furnish at their own expense all stakes, templates, platforms, equipment, tools, material, and labor required to lay out any part of the work. The Contractor shall be responsible for executing the work to the lines and grades as established per Task Order.

c. The Contractor shall erect and maintain temporary barricades, if required, to limit public access to hazardous areas. Barricades shall be required whenever safe public access to paved areas such as roads, parking areas or sidewalks is prevented by construction activities or as otherwise necessary to ensure the safety of both pedestrian and vehicular traffic. Barricades shall be securely placed, clearly visible with adequate illumination to provide sufficient visual warning of the hazard during both day and night.

d. The Contractor shall be responsible for the security of their equipment.

e. Construction debris, waste materials, packaging material and the like shall be removed from the work site daily. Any dirt or mud which is tracked onto paved or surfaced roadways shall be cleaned away. Materials resulting from demolition activities which are salvageable shall become the property of the contractor unless otherwise stated in the Task Order. Stored material, whether new or salvaged, shall be neatly stacked.

f. All debris shall be removed and the area restored to its original condition, including top soil and seeding if necessary.

8.10 Changes

Changes shall be determined in accordance with the provisions of Contract Clause, “CHANGES” (FAR 52.243-4).

8.11 Warranty of Construction

The Contractor warrants that the work is performed in a satisfactory manner and meets industry standards. The Contractor shall provide an understood warranty of two (2) years for all construction and as applicable in the Contract Clause “WARRANTY OF CONSTRUCTION EUROPE” (FAR 52.246-2100). Extended warranties if applicable shall be provided per Task Order.

8.12 Close Out

All shop drawings, if required, warranties, extended warranties, test records, inspection certifications, and manufacturer certificates shall be provided to the Contracting Officer. The Contractor shall certify in writing that upon completion of the work and cleanup of the work areas that the site is environmentally clean with no Hazardous, Toxic and Radioactive Wastes (HTRW) contaminates resulting from the Contractor’s operation.

8.13 Payments

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Payments shall be in accordance with Contract Clause FAR 52.232-5, Payments Under Fixed-Price Construction Contracts.

9. PERFORMANCE OF TASK ORDERS

9.1 In performance of work under this contract, the Contractor shall:

a. At the end of each work week, provide the Contracting Officer’s Representative (COR) or authorized representative with a work schedule for the next week complete with an Activity Hazard Analysis (AHA), listing the Task Orders to be worked and the required trades for the following week. The Contracting Officer’s Representative shall be notified immediately if revisions to the Task Order are necessary during the work week.

b. Arrange with the COR or authorized representative a sequence of procedures, means of access, space for storage or materials and equipment, use of approaches, corridors, and stairways. Since space for storage is limited in work areas, the majority of storage must be outside or at the Contractor’s assigned area. Only materials to be used for work under this contract may be stored at the assigned area.

c. The buildings and work areas may be occupied during performance of work under this contract. The Contractor shall take particular care in the execution of the work in all computer, mechanical, electrical, and telephone equipment areas. Uninterrupted operations must be maintained in these areas.

10. TIME EXTENSIONS

Time extensions for contract changes will depend upon the extent, if any, bu which the changes cause delay in the completion of the various elements of construction. The Change Order granting the time extension may provide that the contract completion date will be extended only for those specific elements related to the changed work and that the remaining contract completion dates for all other portions of the work will not be altered. The Change Order also may provide an equitable readjustments of liquidated damages under the new completion schedule.

11. LIQUIDATED DAMAGES – CONSTRUCTION

a. The Liquidated Damages are specified in individual Task Orders and the Contractor fails to complete the work within the time specified in a Task Order, or any extension, the Government may assess liquidated damages for each day of delay in accordance with FAR Clause 52.211-12.

b. For any Task Orders accomplished at one (1) site for which delay costs are applicable at the same time, the liquidated damages shall be concurrent and cumulative and applied as stated in each individual Task Order.

12. EVALUATION OF CONTRACTOR PERFORMANCE

In accordance with AFAR 5117.9005, the Contractors performance will be evaluated upon completion of each Task Order. Evaluations may be performed on all Task Orders, regardless of the dollar amount. As an alternative, the Contractors performance may be evaluated upon completion of work on several small Task Orders with a total dollar value of $100,000 or more. Interim evaluations may be prepared at any time during performance when determined to be in the best interest of the Government.

13. SPECIAL TECHNICAL SPECIFICATIONS

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All work shall be performed as specified herein, per each Task Order requirements, and the Specifications.

13.1 A list of specifications is as follows:

00 73 15.50 General Conditions, November 2010 00 73 15.15 Time Extensions for Unusually Severe Weather, January 2009 01 00 15 Design After Award, April 2010 01 32 01.00 10 Project Schedule (Alternate), May 2008 01 33 00 Submittal Procedures, July 2009 01 45 01 USACE Quality Control, June 2010 01 45 01.10 USACE Quality Control System (QCS), April 2008 01 35 26 Safety and Occupational Health Requriement, February 2009 01525 Safety and Occupational Health Requirements for Projects in Emerging Countries, February 2007 01 78 00 Completion Procedures, February 2010 0178 23 Operation and Maintenance, March 2009 02 41 00 Demolition, February 2010 00106 Asbestos Abatement Construction Signs, November 2008

14. Construction Specifications and Standards

14.1 The Unit Price Book is based on the United States construction standards. This contract may require construction material and/or services that adhere to US standards. Construction standards will adhere at a minimum to the local standards unless specifically noted in individual Task Orders.

15. PAYMENT

No separate payment, except as specified herein, will be made for the work covered under this section and all costs in connection therewith will be included in the applicable contract price to which the work pertains.