CITY OF BOISE by yaosaigeng

VIEWS: 4 PAGES: 37

									                                   CITY OF BOISE


TO:           Mayor and City Council

FROM:         Kim Brown, Administrative Services Manager

RESOLUTION NUMBER:                  R-27-11

DATE:         January 14, 2011

SUBJECT:      Department of Veterans Affairs (VA) Medical Center 5 Year Contract


ACTION REQUIRED: Council Approval

RECOMMENDATION: Approval

FISCAL IMPACT/BUDGET IMPLICATIONS:
The new 5 year contract pricing is as follows:

FY11 – October 1, 2010 – September 30, 2011 (Base)              $123,594
FY12 – October 1, 2011 – September 30, 2012 (Option Yr.1)       $128,056
FY13 – October 1, 2012 – September 30, 2013 (Option Yr. 2)      $132,679
FY14 – October 1, 2013 – September 30, 2014 (Options Yr. 3)     $137,469
FY15 – October 1, 2014 – September 30, 2015 (Option Yr. 4)      $142,431
Total Price Base plus 4 year Options                            $664,269

The FY10 and FY11 budgets are $85,412 each. The FY12 plan is $88,828.

The FY11 price is a 44.7% increase over FY10 and a 3.6% increase each year (over the
prior year) thereafter. The 3.6% is a Fire Department historical weighted average
increase (discounted for one time anomalies such as a station opening) which reflects
personnel, M&O, equipment and capital.

There were various methodologies examined to determine an appropriate price for the
next 5 years; however, the methodology selected mirrors what property taxpayers would
pay for fire protection services in the City of Boise.

Two measures were used which revealed roughly the same price. The first measure used
was a replacement value provided by the VA and discounted to arrive at an assessed
value. The second measure used was an estimated average assessed value recently
provided by the Ada County Assessor’s office based on both a recent exterior inspection
and the replacement value provided by the VA. Under both measures, the fire levy rate
was applied to arrive at the price.
Additionally, services for both Hazardous Materials response and Technical Rescue
response are requested. Where applicable, and in accordance with current practice in the
City of Boise and Idaho Code, these services will be billed, individually, over and above
the contract price, for reimbursement. This reimbursement comes from varying sources
and billing for these services depends upon the nature of the incident.

BACKGROUND:
The current VA Contract for fire protection services in place with the City of Boise
expires on September 30, 2010. The VA sent a Request for Quotation (RFQ) solicitation
in late August for a new 5 year period contract with the first year as a base year and for 4
one-year renewal options. This reflects the current contract design. The request is for fire
protection services, hazardous materials response and technical rescue response.

Additional services requested, which will be provided as part of the contract price,
include building and ground inspections (conducted through the Adopt-A-Building
Program for the main building), fire prevention, public education and training activities in
coordination with the VA Safety Officer, and hydrant inspections.

ATTACHMENTS: Contract and Resolution
                                                        RESOLUTION NO. ________________


BY THE COUNCIL:                                         CLEGG, EBERLE, JORDAN, MCLEAN,
                                                        SHEALY AND THOMSON

A RESOLUTION APPROVING THE CONTRACT BETWEEN THE CITY OF BOISE
CITY, BY AND THROUGH THE BOISE FIRE DEPARTMENT, AND THE
DEPARTMENT OF VETERANS AFFAIRS MEDICAL CENTER (FORT BOISE)
AUTHORIZING FIRE PROTECTION SERVICES TO THE VETERANS MEDICAL
CENTER; AUTHORIZING THE MAYOR TO EXECUTE AND ATTEST SAID
CONTRACT ON BEHALF OF THE CITY OF BOISE CITY; AND PROVIDING AN
EFFECTIVE DATE.

       WHEREAS the City of Boise City and the Department of Veteran’s Affairs Medical
Center at Fort Boise have a long history of contracting for Boise Fire Department fire protection
services;
       WHEREAS the Boise Fire Department has been again requested to provide such
services and negotiations have resulted in the attached Contract (retroactively effective October
1, 2010), with options to renew each year for four years, to provide fire protection services to the
Department of Veteran’s Affairs Medical Center; and
       WHEREAS the City of Boise City and the Department of Veteran’s Affairs Medical
Center wish to exercise the contract for fire protection services.

     NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE CITY OF BOISE CITY, IDAHO:

       Section 1. That the Contract between City of Boise Fire Department and the Department
of Veterans Affairs Medical Center titled “Contract,” marked Exhibit A, is attached hereto and
incorporated herein by reference, be, and the same hereby is, approved both as to form and
content.
       Section 2. The Mayor and City Clerk be, and they hereby are, authorized to execute and
attest, respectively, said contract on behalf of Boise City.
       Section 3. That this Resolution shall be in full force and effect immediately upon its




                                                                                           R-27-11
adoption and approval.

        ADOPTED by the Council of the City of Boise City, Idaho this _____ day of January,
2011.
        APPROVED by the Mayor of the City of Boise City, this _____ day of January, 2011.


APPROVED:                                        ATTEST:




David H. Bieter                                  CITY CLERK
MAYOR
                                                                                                                                1. REQUISITION NO.                          PAGE 1 OF         1of 33
       SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS                                                                              531-11-1-5045-0001
           OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30
2. CONTRACT NO.                                3. AWARD/EFFECTIVE DATE               4. ORDER NO.                               5. SOLICITATION NUMBER                      6. SOLICITATION ISSUE DATE


   VA260-P-0860                                                                                                                 VA-260-10-RQ-1047
7. FOR SOLICITATION                            a. NAME                                                                          b. TELEPHONE NO. (No Collect Calls)         8. OFFER DUE DATE/LOCAL
                                                   Amy Yribar                                                                   208-429-2011                                   TIME
   INFORMATION CALL:

9. ISSUED BY                                                                CODE                    10. THIS ACQUISITION IS
                                                                                                      X    UNRESTRICTED OR                  SET ASIDE:           % FOR:
   Department of Veterans Affairs
                                                                                                                                                SMALL BUSINESS                   EMERGING SMALL
   Contracting Office                                                                                                                                                            BUSINESS
   960 Broadway Ave., STE 460                                                                                                                   HUBZONE SMALL
                                                                                                      NAICS:         922160                     BUSINESS
   Boise ID 83702-4598
                                                                                                      SIZE STANDARD:                            SERVICE-DISABLED VETERAN-           8(A)
                                                                                                                                                OWNED SMALL BUSINESS
11. DELIVERY FOR FOB DESTINA-                  12. DISCOUNT TERMS                                                                                  13b. RATING
  TION UNLESS BLOCK IS                                                                                     13a. THIS CONTRACT IS A
  MARKED                                                                                                                                                  N/A
                                                                                                               RATED ORDER UNDER
                                                                                                               DPAS (15 CFR 700)                   14. METHOD OF SOLICITATION
   X     SEE SCHEDULE
                                                                                                                                                    X    RFQ          IFB               RFP
15. DELIVER TO                                                              CODE                    16. ADMINISTERED BY                                                      CODE

   See Delivery Schedule
                                                                                                           Department of Veterans Affairs
                                                                                                           Contracting Office
                                                                                                           960 Broadway Ave., STE 460
                                                                                                           Boise ID 83702-4598
17a. CONTRACTOR/OFFEROR         CODE                                FACILITY CODE                   18a. PAYMENT WILL BE MADE BY                                          CODE

   BOISE, CITY OF
                                                                                                           Department of Veterans Affairs
                                                                                                           FMS-VA-2(101)
                                                                                                           Financial Services Center
   150 N CAPITOL BLVD                                                                                      PO Box 149971
                                                                                                           Austin TX 78714-9971
   BOISE ID 837025920
TELEPHONE NO.
                                                                                                    18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED
    17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER                                                                 SEE ADDENDUM


      19.                                                         20.                                                       21.           22.               23.                    24.
   ITEM NO.                                              SCHEDULE OF SUPPLIES/SERVICES                                    QUANTITY       UNIT           UNIT PRICE               AMOUNT


                  Contractor to provide fire fighting service, hazardous
                  material spill response, confined space rescue and other
                  related services in accordance with the Statement of Work.
                  See Schedule for pricing information.
                  Base plus 4 option years, 1 October 2010 to 30 Sept 2015

                  DUNS: 070017017




                                (Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA                                                                                                   26. TOTAL AWARD AMOUNT (For Govt. Use Only)
   531-C14074
                                                                                                                                                                 $123,594.00


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

    27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA                                   ARE         ARE NOT ATTACHED
    28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________                               X                                      Fire Dept Quote
                                                                                                                   29. AWARD OF CONTRACT: REF. ___________________________________ OFFER
    COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND                                                              September 21, 2010
                                                                                                                  DATED ________________________________. YOUR OFFER ON SOLICITATION
    DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY                                          (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE
    ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED                                               SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR                                                                31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)



30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)                              30c. DATE SIGNED         31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)                             31c. DATE SIGNED
                                                                                                           John Kopp
                                                                                                           Contracting Officer
AUTHORIZED FOR LOCAL REPRODUCTION                                                                                                               STANDARD FORM 1449             (REV. 3/2005)
PREVIOUS EDITION IS NOT USABLE                                                                                                                  Prescribed by GSA - FAR (48 CFR) 53.212
                                                            Table of Contents
SECTION A ............................................................................................................................................1
       A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS ...............1
SECTION B - CONTINUATION OF SF 1449 BLOCKS ..................................................................3
       B.1 CONTRACT ADMINISTRATION DATA.............................................................................3
STATEMENT OF WORK ......................................................................Error! Bookmark not defined.
SCHEDULE............................................................................................................................................7
SECTION C - CONTRACT CLAUSES ..............................................................................................9
       C.1 52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008) ................................9
       C.2 52.209-8 UPDATES OF INFORMATION REGARDING RESPONSIBILITY
            MATTERS (APR 2010) .......................................................................................................11
       C.3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS
            (JUN 2010)............................................................................................................................12
       C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO
            IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS
            (JUL 2010) ............................................................................................................................18
       C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) ...............................................24
       C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) .........24
       C.7 52.232-18 AVAILABILITY OF FUNDS (APR 1984) .......................................................24
       C.8 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996).............................25
       C.9 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) ..........................25
       C.10 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008) ...................................26
       C.11 VAAR 852.203-71 DISPLAY OF DEPARTMENT OF VETERAN AFFAIRS
            HOTLINE POSTER (DEC 1992).........................................................................................26
       C.12 VAAR 852.237-7 INDEMNIFICATION AND MEDICAL LIABILITY
            INSURANCE (JAN 2008)....................................................................................................26
       C.13 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984) ..........................27
       C.14 VAAR 852.273-76 ELECTRONIC INVOICE SUBMISSION (Interim - October
            2008) .....................................................................................................................................28
SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS .......................28
       1.         Wage Determination
       2.         City of Boise, Boise Fire Department, response to request for quotation (RFQ
                  Solicitation #VA260-10-RQ-1047-Revised (three pages)
       3.         Supplemental Information Requested September 21, 2010, Re: Request for
                  Quotation (RFQ) Solicitation #VA260-10-RQ-1047 (two pages)
       4.         Certificate of Liability Insurance
                                            VA260-P-0860


SECTION B - CONTINUATION OF SF 1449 BLOCKS


B.1 CONTRACT ADMINISTRATION DATA

 (continuation from Standard Form 1449, block 18A.)

  1. Contract Administration: All contract administration matters will be handled by the
following individuals:

  a. CONTRACTOR:

   b. GOVERNMENT: Contracting Officer 00260

                             Department of Veterans Affairs
                             Contracting Office
                             960 Broadway Ave., STE 460
                             Boise ID 83702-4598

  2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the
contractor will be made in accordance with:

  [X]                     52.232-34, Payment by Electronic Funds Transfer -
                         Other than Central Contractor Registration, or

  []                      52.232-36, Payment by Third Party


 3. INVOICES: Invoices shall be submitted in arrears:

   a. Quarterly                  [X]

   b. Semi-Annually              []

   c. Other                      []

  4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be mailed
to the following address:

        Department of Veterans Affairs
        FMS-VA-2(101)
        Financial Services Center
        PO Box 149971
        Austin TX 78714-9971




                                                                                           Page 3 of 33
                                    VA260-P-0860

 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of
amendments to the Solicitation numbered and dated as follows:

   AMENDMENT NO                 DATE

   ______________________________     _____________
   ______________________________     _____________
   ______________________________     _____________




                                                                     Page 4 of 33
                                             VA260-P-0860



                                   STATEMENT OF WORK
                                         -----------------
                                        Scope of Work
                                  FIRE FIGHTING SERVICE
                                       BOISE VAMC

Contractor to provide complete Fire Fighting and protection services to the Department of
Veterans Affairs Medical Center, 500 West Fort Street, Boise, Idaho which includes response to
hazardous materials and confined space recovery, in accordance with the terms and conditions,
provisions, specifications, and schedules of this proposal. Where applicable, and in accordance
with current practice, hazardous materials and confined space recovery services will be billed
separately and individually per occurrence, over and above the estimated total price per year
listed in the pricing schedule of services, as specified in attachment 3 (the Supplemental
Information Requested September 21, 2010, Re: Request for Quotation (RFQ) Solicitation
#VA260-10-RQ-1047), incorporated by reference into this contract. Billing for hazardous
materials and confined space recovery services will depend upon the nature of the incident,
materials used, personnel overtime, and equipment and/or apparatus damaged or rendered not-
recoverable.

Contractor, by and through its fire department, will provide complete fire protection,
hazardous materials response, and confined space rescue services in the form of
equipment and personnel, as required, for the appropriate response and mitigation to the
Department of Veterans Affairs Medical Center, 500 West Fort Street, Boise, Idaho 83702
which includes the Mountain Cove area, 911 North Mountain Cove Rd, Boise, ID 83702,
owned/operated by the Boise VAMC. The fire protection; hazardous materials response and
confined space rescue furnished under this contract shall apply to all buildings occupied and
operated by the VA, as well as the equipment and materials located therein. The VAMC, Boise,
ID is classified as a Class "A" facility. Fire protection coverage shall be available 24 hours per
day, 7 days per week, including holidays. Contractor must:

       1. Provide a fire station within 3.5 miles of an entrance to the VAMC, Boise. ID.
       2. Respond within eight (8) minutes with at least one pump with the capacity of
       75 gpm or greater and is equipped with hoses and other accessories complying with
       NFPA Standards
       3. Maintain a minimum of three trained, full-time firefighters on duty with each responding
       team.

Contractor will make periodic inspections of the VA grounds and buildings in accordance with
the Department’s Adopt-a-Building program. Contractor will also become familiar with fire
hydrant locations and capacities, sprinkler and standpipe systems, and other conditions
necessary to provide efficient/effective fire suppression services. The VA shall notify the County
Dispatch Office with any road closures and or detours which could affect service calls.




                                                                                             Page 5 of 33
                                              VA260-P-0860

Contractor will participate in Fire Prevention and Public Education activities and provide training
on an annual basis through coordination with the VA Safety Officer. During the above training
the contractor will advise the VA personnel where potential fire hazards exist and how to protect
against these hazards.

The VA utilizes and has adopted the National Fire Protection Association Code (NFPA) and shall
be exempt from meeting the requirements of the City's Municipal Building Code and/or any
Ordinance pertaining to fire prevention because the VA is a Federal Facility.

The contractor will conduct annual fire hydrant flow tests to ensure adequate reserve capacity to
fight fires; reports of annual fire hydrant flow tests will be forwarded promptly to the VA
Safety Officer. The time for test will be coordinated with the VA Safety Officer.




                                                                                               Page 6 of 33
                                        VA260-P-0860

                                          SCHEDULE

                               Pricing Schedule of Services

Provide the Department of Veterans Affairs with fire fighting, hazardous spill response, confined
space rescue, and other related services provided shall be accordance with all the terms,
conditions, provisions, and requirements listed herein.

Base Period: October 1, 2010 through September 30, 2011
CLIN Description                   Quantity    Unit    Unit Price          Estimated Total
#                                                                          Price
0001    Fire fighting, hazardous 12            Months $10,299.50           $123,594
        spill response, confined
        space rescue, and other
        related services
                            Base Year Estimated Total:                     $123,594

Option Year One: October 1, 2011 through September 30, 2012
CLIN Description                 Quantity   Unit     Unit Price             Estimated Total
#                                                                           Price
1001   Fire fighting, hazardous 12          Months $10,671.33               $128,056.00
       spill response, confined
       space rescue, and other
       related services
                    Option Year One Estimated Total:                        $128,056.00

Option Year Two: October 1, 2012 through September 30, 2013
CLIN Description                 Quantity   Unit     Unit Price             Estimated Total
#                                                                           Price
2001   Fire fighting, hazardous 12          Months $11,056.58               $132,679.00
       spill response, confined
       space rescue, and other
       related services
                    Option Year Two Estimated Total:                        $132,679.00

Option Year Three: October 1, 2013 through September 30, 2014
CLIN Description                 Quantity   Unit     Unit Price             Estimated Total
#                                                                           Price
3001   Fire fighting, hazardous 12          Months $11,455.75               $137,469.00
       spill response, confined
       space rescue, and other
       related services
                  Option Year Three Estimated Total:                        $137,469.00




                                                                                              Page 7 of 33
                                     VA260-P-0860




Option Year Four: October 1, 2014 through September 30, 2015
CLIN Description                 Quantity   Unit     Unit Price     Estimated Total
#                                                                   Price
4001   Fire fighting, hazardous 12          Months $11,869.25       $142,431.00
       spill response, confined
       space rescue, and other
       related services
                   Option Year Four Estimated Total:                $142,431.00


Total Estimated Cost for Base and all Option Periods: $664,229.00
                                              




                                                                                      Page 8 of 33
                                             VA260-P-0860



SECTION C - CONTRACT CLAUSES

C.1 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 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 "Active". 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



                                                                                             Page 9 of 33
                                             VA260-P-0860



     (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).

    (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



                                                                                             Page 10 of 33
                                              VA260-P-0860

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)

C.2 52.209-8 UPDATES OF INFORMATION REGARDING RESPONSIBILITY
      MATTERS (APR 2010)

  (a) The Contractor shall update the information in the Federal Awardee Performance and
Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the
contract, by entering the required information in the Central Contractor Registration database at
http://www.ccr.gov (see 52.204-7).

  (b) (1) The Contractor will receive notification when the Government posts new information to
the Contractor's record.

     (2) The Contractor will have an opportunity to post comments regarding information that has
been posted by the Government. The comments will be retained as long as the associated
information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part
of the record unless the Contractor revises them.

    (3) With the exception of the Contractor, only Government personnel and authorized users
performing business on behalf of the Government will be able to view the Contractor's record in



                                                                                             Page 11 of 33
                                              VA260-P-0860

the system. Public requests for system information will be handled under Freedom of
Information Act procedures, including, where appropriate, procedures promulgated under E.O.
12600.

                 (End of Clause)



C.3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JUN
      2010)

  (a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that
conform to the requirements of this contract. The Government reserves the right to inspect or test
any supplies or services that have been tendered for acceptance. The Government may require
repair or replacement of nonconforming supplies or reperformance of nonconforming services at
no increase in contract price. If repair/replacement or reperformance will not correct the defects
or is not possible, the Government may seek an equitable price reduction or adequate
consideration for acceptance of nonconforming supplies or services. The Government must
exercise its post-acceptance rights-

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

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

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

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

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

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




                                                                                              Page 12 of 33
                                              VA260-P-0860

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

 (g) Invoice.

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

    (i) Name and address of the Contractor;

    (ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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



                                                                                              Page 13 of 33
                                             VA260-P-0860

Electronic Funds Transfer--Other Than Central Contractor Registration), or applicable agency
procedures.

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

   (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903)
and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

 (i) Payment.-

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

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

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

    (4) Discount. In connection with any discount offered for early payment, time shall be
computed from the date of the invoice. For the purpose of computing the discount earned,
payment shall be considered to have been made on the date which appears on the payment check
or the specified payment date if an electronic funds transfer payment is made.

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

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

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

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

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

     (D) Contractor point of contact.



                                                                                            Page 14 of 33
                                               VA260-P-0860



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

   (6) Interest.

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

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

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

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

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

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

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

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

     (A) The date fixed under this contract.

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

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

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




                                                                                                Page 15 of 33
                                                VA260-P-0860

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

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

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

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

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

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

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

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

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

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




                                                                                               Page 16 of 33
                                                VA260-P-0860

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

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

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

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

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

   (1) The schedule of supplies/services.

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

   (3) The clause at 52.212-5.

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

   (5) Solicitation provisions if this is a solicitation.

   (6) Other paragraphs of this clause.

   (7) The Standard Form 1449.

   (8) Other documents, exhibits, and attachments

   (9) The specification.

 (t) Central Contractor Registration (CCR).

   (1) Unless exempted by an addendum to this contract, the Contractor is responsible during
performance and through final payment of any contract for the accuracy and completeness of the
data within the CCR database, and for any liability resulting from the Government's reliance on
inaccurate or incomplete data. To remain registered in the CCR database after the initial



                                                                                             Page 17 of 33
                                             VA260-P-0860

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.


                 (End of Clause)

C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT
      STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JUL 2010)

  (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR)
clauses, which are incorporated in this contract by reference, to implement provisions of law or
Executive orders applicable to acquisitions of commercial items:




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

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

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

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

  [] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010)(Pub. L. 110-
252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

   [] (3) 52.203-15, Whistleblower Protections under the American Recovery and
Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts
funded by the American Recovery and Reinvestment Act of 2009.)

   [] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards
(JUL 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

  [] (5) 52.204-11, American Recovery and Reinvestment Act-Reporting Requirements (JUL
2010) (Pub. L. 111-5).

   [] (6) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).




                                                                                            Page 18 of 33
                                               VA260-P-0860

   [] (7) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business
Concerns (July 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer)
(15 U.S.C. 657a).

   [] (8) [Reserved]

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

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

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

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

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

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

   [] (11) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2)
and (3)).

   [] (12)(i) 52.219-9, Small Business Subcontracting Plan (JUL 2010) (15 U.S.C. 637(d)(4)).

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

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

   [] (iv) Alternate III (JUL 2010) of 52.219-9.

   [] (13) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

  [] (14) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999) (15 U.S.C.
637(d)(4)(F)(i)).

   [] (15)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged
Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it
shall so indicate in its offer.)

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

   [] (16) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged
Status and Reporting (APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

  [] (17) 52.219-26, Small Disadvantaged Business Participation Program--Incentive
Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).




                                                                                                Page 19 of 33
                                            VA260-P-0860

  [] (18) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-
Aside (May 2004) (15 U.S.C. 657 f).

   [] (19) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15
U.S.C 632(a)(2)).

   [X] (20) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

   [] (21) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JUL 2010)
(E.O. 13126).

   [] (22) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

   [X] (23) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

   [X] (24) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the
Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

  [X] (25) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C.
793).

   [X] (26) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the
Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

   [X] (27) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order
12989). (Not applicable to the acquisition of commercially available off-the-shelf items or
certain other types of commercial items as prescribed in 22.1803.)

  [] (28)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-
Designated Items (May 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of
commercially available off-the-shelf items.)

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

  [] (29) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42 U.S.C.
8259b).

  [] (30)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal
Computer Products (DEC 2007) (E.O. 13423).

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

   [] (31) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 10a-10d).




                                                                                              Page 20 of 33
                                             VA260-P-0860

   [] (32)(i) 52.225-3, Buy American Act--Free Trade Agreements-- Israeli Trade Act (JUN
2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C 3805 note, Pub.
L. 108-77, 108-78, 108-286, 108-302, 109-53 and 109-169, 109-283, and 110-138).

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

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

   [] (33) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301
note).

   [] (34) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s,
proclamations, and statutes administered by the Office of Foreign Assets Control of the
Department of the Treasury).

  [] (35) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C.
5150).

  [] (36) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov
2007) (42 U.S.C. 5150).

   [X] (37) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41
U.S.C. 255(f), 10 U.S.C. 2307(f)).

  [] (38) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C.
255(f), 10 U.S.C. 2307(f)).

  [] (39) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration
(Oct 2003) (31 U.S.C. 3332).

  [X] (40) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor
Registration (May 1999) (31 U.S.C. 3332).

   [] (41) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

   [] (42) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

   [] (43)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb
2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

   [] (ii) Alternate I (Apr 2003) of 52.247-64.

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



                                                                                           Page 21 of 33
                                              VA260-P-0860



   [] (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).


     (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206
and 41 U.S.C. 351, et seq.).

  Employee Class                                      Monetary Wage-Fringe Benefits

  Administrative Officer GS9                                             $22.81 +26% FB
  Program Manager GS11                                            $27.60 +26% FB
  Program Support Asst. GS5                                            $15.06 +26% FB


  [X] (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment
(Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

   [] (4) 52.222-44, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Sep
2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

  [] (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for
Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C.
351, et seq.).

  [] (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for
Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

   [] (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR
2009)(Pub. L. 110-247)

   [] (8) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C. 5112(p)(1)).

  (d) Comptroller General Examination of Record. The Contractor shall comply with the
provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in
excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit
and Records--Negotiation.

   (1) The Comptroller General of the United States, or an authorized representative of the
Comptroller General, shall have access to and right to examine any of the Contractor's directly
pertinent records involving transactions related to this contract.

   (2) The Contractor shall make available at its offices at all reasonable times the records,
materials, and other evidence for examination, audit, or reproduction, until 3 years after final
payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor
Records Retention, of the other clauses of this contract. If this contract is completely or partially
terminated, the records relating to the work terminated shall be made available for 3 years after
any resulting final termination settlement. Records relating to appeals under the disputes clause


                                                                                               Page 22 of 33
                                               VA260-P-0860

or to litigation or the settlement of claims arising under or relating to this contract shall be made
available until such appeals, litigation, or claims are finally resolved.

   (3) As used in this clause, records include books, documents, accounting procedures and
practices, and other data, regardless of type and regardless of form. This does not require the
Contractor to create or maintain any record that the Contractor does not maintain in the ordinary
course of business or pursuant to a provision of law.

  (e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of
this clause, the Contractor is not required to flow down any FAR clause, other than those in this
paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the
extent of the flow down shall be as required by the clause--

    (i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-
252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

     (ii) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and
(3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except
subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any
public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer
subcontracting opportunities.

    (iii) [Reserved]

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

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

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

    (vii) [Removed and reserved]

    (viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

    (ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

       Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

    (x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for
Maintenance, Calibration, or Repair of Certain Equipment--Requirements "(Nov 2007)" (41
U.S.C. 351, et seq.).

    (xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for
Certain Services-Requirements (FEB 2009)(41 U.S.C. 351, et seq.).



                                                                                               Page 23 of 33
                                              VA260-P-0860



    (xii) 52.222-54, Employee Eligibility Verification (JAN 2009)

    (xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR
2009)(Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause
52.226-6.

    (xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)
(46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with
paragraph (d) of FAR clause 52.247-64.

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

                  (End of Clause)

C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

  The Government may require continued performance of any services within the limits and at
the rates specified in the contract. These rates may be adjusted only as a result of revisions to
prevailing labor rates provided by the Secretary of Labor. The option provision may be
exercised more than once, but the total extension of performance hereunder shall not exceed 6
months. The Contracting Officer may exercise the option by written notice to the Contractor
within 60 days.

                  (End of Clause)

C.6 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 60 days; provided that the Government gives the Contractor a preliminary written notice
of its intent to extend at least 30 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 5 years and 6 months.

                  (End of Clause)


C.7 52.232-18 AVAILABILITY OF FUNDS (APR 1984)




                                                                                              Page 24 of 33
                                              VA260-P-0860

  Funds are not presently available for this contract. The Government's obligation under this
contract is contingent upon the availability of appropriated funds from which payment for
contract purposes can be made. No legal liability on the part of the Government for any payment
may arise until funds are made available to the Contracting Officer for this contract and until the
Contractor receives notice of such availability, to be confirmed in writing by the Contracting
Officer.

                  (End of Clause)


C.8 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

  (a) Definitions. "Services," as used in this clause, includes services performed, workmanship,
and material furnished or utilized in the performance of services.

  (b) The Contractor shall provide and maintain an inspection system acceptable to the
Government covering the services under this contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to the Government during
contract performance and for as long afterwards as the contract requires.

  (c) The Government has the right to inspect and test all services called for by the contract, to
the extent practicable at all times and places during the term of the contract. The Government
shall perform inspections and tests in a manner that will not unduly delay the work.

  (d) If the Government performs inspections or tests on the premises of the Contractor or a
subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no
increase in contract price, all reasonable facilities and assistance for the safe and convenient
performance of these duties.

  (e) If any of the services do not conform with contract requirements, the Government may
require the Contractor to perform the services again in conformity with contract requirements, at
no increase in contract amount. When the defects in services cannot be corrected by
reperformance, the Government may (1) require the Contractor to take necessary action to ensure
that future performance conforms to contract requirements and (2) reduce the contract price to
reflect the reduced value of the services performed.

  (f) If the Contractor fails to promptly perform the services again or to take the necessary action
to ensure future performance in conformity with contract requirements, the Government may (1)
by contract or otherwise, perform the services and charge to the Contractor any cost incurred by
the Government that is directly related to the performance of such service or (2) terminate the
contract for default.

                  (End of Clause)

C.9 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)




                                                                                              Page 25 of 33
                                                VA260-P-0860

   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.acquisition.gov/far/index.html
  http://www.va.gov/oamm/oa/ars/policyreg/vaar/index.cfm


                (End of Clause)


C.10 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

  The bidder or offeror agrees that if a contract is awarded to him/her, as a result of this
solicitation, he/she will not advertise the award of the contract in his/her commercial advertising
in such a manner as to state or imply that the Department of Veterans Affairs endorses a product,
project or commercial line of endeavor.

                    (End of Clause)


C.12 VAAR 852.237-7 INDEMNIFICATION AND MEDICAL LIABILITY
     INSURANCE (JAN 2008)

  (a) It is expressly agreed and understood that this is a non-personal services contract, as
defined in Federal Acquisition Regulation (FAR) 37.101, under which the professional services
rendered by the Contractor or its health-care providers are rendered in its capacity as an
independent contractor and any medical services provided by those personnel within
Contractor’s actual control are incidental to fire protection, hazardous materials mitigation,
and/or confined space recovery operations. The Government may evaluate the quality of
professional and administrative services provided but retains no control over professional aspects
of the services rendered, including by example, the Contractor's or its health-care providers'
professional medical judgment, diagnosis, or specific medical treatments. The Contractor and its
health-care providers shall be liable for their liability-producing acts or omissions. The
Contractor shall maintain or require all health-care providers performing under this contract to
maintain, during the term of this contract, professional liability insurance issued by a responsible
insurance carrier of not less than the following amount(s) per specialty per occurrence:.
However, if the Contractor is an entity or a subdivision of a State that either provides for self-
insurance or limits the liability or the amount of insurance purchased by State entities, then the
insurance requirement of this contract shall be fulfilled by incorporating the provisions of the
applicable State law:

$500,000.00 as per the Idaho Tort Claims Act, I.C. § 6-924 (see exhibit 4). Idaho Code § 6-927
authorizes the political subdivisions of the State of Idaho to levy an annual property tax in the amount
necessary to provide for a comprehensive liability plan whether by the purchase of insurance or otherwise
and Idaho Code § 31-814 authorizes creation of a self-insurance risk program. The City of Boise City and
its Fire Department are self-insured."



                                                                                                 Page 26 of 33
                                              VA260-P-0860


See exhibit 4 for certificate of liability.

   (b) An apparently successful offeror, upon request of the Contracting Officer, shall, prior to
contract award, furnish evidence of the insurability of the offeror and/or of all health- care
providers who will perform under this contract. The submission shall provide evidence of
insurability concerning the medical liability insurance required by paragraph (a) of this clause or
the provisions of State law as to self-insurance, or limitations on liability or insurance.

  (c) The Contractor shall, prior to commencement of services under the contract, provide to the
Contracting Officer Certificates of Insurance or insurance policies evidencing the required
insurance coverage and an endorsement stating that any cancellation or material change
adversely affecting the Government's interest shall not be effective until 30 days after the insurer
or the Contractor gives written notice to the Contracting Officer. Certificates or policies shall be
provided for the Contractor and/or each health- care provider who will perform under this
contract.

  (d) The Contractor shall notify the Contracting Officer if it, or any of the health-care providers
performing under this contract, change insurance providers during the performance period of this
contract. The notification shall provide evidence that the Contractor and/or health-care providers
will meet all the requirements of this clause, including those concerning liability insurance and
endorsements. These requirements may be met either under the new policy, or a combination of
old and new policies, if applicable.

  (e) The Contractor shall insert the substance of this clause, including this paragraph (e), in all
subcontracts for health-care services under this contract. The Contractor shall be responsible for
compliance by any subcontractor or lower-tier subcontractor with the provisions set forth in
paragraph (a) of this clause.

                     (End of Clause)

C.13 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

  The contractor shall obtain all necessary licenses and/or permits required to perform this work.
He/she shall take all reasonable precautions necessary to protect persons and property from
injury or damage during the performance of this contract. He/ she shall be responsible for any
injury to himself/herself, his/her employees, as well as for any damage to personal or public
property that occurs during the performance of this contract that is caused by his/her employees
fault or negligence, and shall maintain personal liability and property damage insurance having
coverage for a limit as required by the laws of the State of Idaho. Further, it is agreed that any
negligence of the Government, its officers, agents, servants and employees, shall not be the
responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and
liability resulting there from.

                     (End of Clause)




                                                                                              Page 27 of 33
                                             VA260-P-0860


C.14 VAAR 852.273-76 ELECTRONIC INVOICE SUBMISSION (Interim - October
     2008)

  (a) To improve the timeliness of payments and lower overall administrative costs, VA strongly
encourages contractors to submit invoices using its electronic invoicing system. At present,
electronic submission is voluntary and any nominal registration fees will be the responsibility of
the contractor. VA intends to mandate electronic invoice submission, subject to completion of
the federal rulemaking process. At present, VA is using a 3rd party agent to contact contractors
regarding this service. During the voluntary period, contractors interested in registering for the
electronic system should contact the VA's Financial Services Center at
http://www.fsc.va.gov/einvoice.asp.




                                                                                            Page 28 of 33
                                            VA260-P-0860




                                              WAGE DETERMINATION



REGISTER OF WAGE DETERMINATION UNDER | U.S. DEPARTMENT OF LABOR
  THE SERVICE CONTRACT ACT           |EMPLOYMENT STANDARDS ADMINISTRATION
  By direction of the Secretary      | WAGE AND HOUR DIVISION
         of Labor                     |        WASHINGTON D.C. 20210



                                                         | Wage Determination No.: CBA-2010-3909
Shirley Ebbessen             Division of    |          Revision No.: 0
Director                Wage Determinations | Date Of Last Revision: 11/8/2010
                                           |
                                           S

tate: Idaho Area: Ada




                                                                                                   Employed on
Department of Veterans Affairs VISN 20 Contracting Office contract for Fire Protection Services.
Collective Bargaining Agreement between contractor: City of Boise, and union: Fire Fighters Local 149, I.A.F.F.
Local 149 I.A., effective 10/1/2010 through 9/30/2013.
In accordance with Section 2(a) and 4(c) of the Service Contract Act, as amended, employees employed by the
contractor(s) in performing services covered by the Collective Bargaining Agreement (s) are to be paid wage rates and
fringe benefits set forth in the current collective bargaining agreement and modified extension agreement(s).
                                                                       VA260-P-0860
                                                  Client#: 779                                                  BOISECIT

 ACORD CERTIFICATE OF LIABILITY
                  TM                                                                               INSURANCE
                                                                                                                                                            DATE (MM/DD/YYYY)
                                                                                                                                                            10/20/2010
PRODUCER                                                                               THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Moreton & Company - Idaho                                                              ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
                                                                                       HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 191030                                                                        ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Boise, ID 83719
208 321-9300                                                                          INSURERS AFFORDING COVERAGE                                             NAIC #
INSURED
                                                                                      INSURER A: Illinois   Union Insurance Compan
                 City of Boise
                                                                                      INSURER B:
                 P. O. Box 500
                                                                                      INSURER C:
                 Boise, ID 83701
                                                                                      INSURER D:

                                                                                      INSURER E:

COVERAGES
    THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
    NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE
    MAY BE ISSUED OR
    MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
INSR ADD'L                                                                       POLICY EFFECTIVE POLICY EXPIRATION
                       TYPE OF INSURANCE                         POLICY NUMBER    DATE (MM/DD/YY)  DATE (MM/DD/YY)                             LIMITS
 LTR INSRD
A               GENERAL
                     LIABILITY
                                                           PEPG19851308          10/01/10            10/01/11         EACH OCCURRENCE                   $1,000,000
                                                                                                                      DAMAGE TO RENTED                  $
                COMMERCIAL GENERAL LIABILITY                                                                          PREMISES (Ea occurrence)
                                                    MADE
                                              CLAIMSOCCU                                                              MED EXP (Any one person)          $
                                                       R
             X SIR :400000                                                                                            PERSONAL & ADV INJURY             $
                                                                                                                      GENERAL AGGREGATE                 $

             GEN'L AGGREGATE LIMIT APPLIES PER:                                                                       PRODUCTS - COMP/OP AGG            $
                             PRO-
                 POLICY      JECT          LOC
                AUTOMOBILE
                          LIABILITY
                                                                                                                      COMBINED SINGLE LIMIT             $
                                                                                                                      (Ea accident)
                ANY AUTO
                                      AUTOS
                ALL     OWNED                                                                                         BODILY INJURY                     $
                                                                                                                      (Per person)
                SCHEDULED        AUTOS

                HIRED AUTOS                                                                                           BODILY INJURY                     $
                                                                                                                      (Per accident)

                 NON-OWNED AUTOS
                                                                                                                      PROPERTY DAMAGE                   $
                                                                                                                      (Per accident)
                        GARAGE LIABILITY                                                                              AUTO ONLY - EA ACCIDENT           $
                           ANY AUTO                                                                                   OTHER THAN            EA ACC      $
                                                                                                                               O N L Y :
                                                                                                                      A UT O               A G G        $

             EXCESS/UMBRELLA LIABILITY                                                                                EACH OCCURRENCE                   $
                 OCCUR                     CLAIMS MADE                                                                AGGREGATE                         $
                                                                                                                                                        $
                 DEDUCTIBLE                                                                                                                             $
                 RETENTION             $                                                                                                                $
                                                                                                                      WC STATU-                OTH-
      WORKERS COMPENSATION AND                                                                                        TORY LIMITS               ER
      EMPLOYERS' LIABILITY
                                                                                                                      E.L. EACH ACCIDENT                $
      ANY PROPRIETOR/PARTNER/EXECUTIVE
      OFFICER/MEMBER EXCLUDED?                                                                                        E.L. DISEASE - EA EMPLOYEE        $
      If yes, describe under                                                                                          E.L. DISEASE - POLICY LIMIT       $
      SPECIAL PROVISIONS below
     OTHER




DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS




CERTIFICATE HOLDER                                         CANCELLATION               10 Days for Non-Payment




                                                                                      AUTHORIZED REPRESENTATIVE
                                                    SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
                                                    DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO M AILD AYS WRITTEN
            Department of Veterans Affairs                                                                         30
            VISN 20 Contracting Office              NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
            960 Broadway Ave Ste 460                IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
                                                    REPRESENTATIVES.
            Boise, ID 83702




                                                                                                       c

ACORD 25 (2001/08) 31 of 2       #S285235/M279663                                      TINCO          O ACORD CORPORATION 1988
                                  VA260-P-0860




                                          IMPORTANT


If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).



                                            DISCLAIMER

The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.




                                                                                        Page 32 of 33
VA260-P-0860




               Page 33 of 33

								
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