INVITATION, INSTRUCTION TO BIDDERS,
BID & CONTRACT FORMS AND SPECIFICATIONS
Fiber Optic Splice Cases
CBC Digital 395 – Middle Mile
BID DOCUMENT: RENO-12-R-0008
April 13, 2012
6995 Sierra Center Parkway
Reno, Nevada 89511
PROPOSAL DUE DATE: 20 April 2012 at 2:00 P.M. PDT
AWARD/CONTRACT Effective Date:
Contract Number: Project: CBC Digital 395 – Middle Mile
Issued By: Administered By:
Praxis Associates Inc. Praxis Associates Inc.
Suite 100 Suite 100
6995 Sierra Center Parkway 6995 Sierra Center Parkway
Reno, Nevada 89511 Reno, Nevada 89511
Name and Address of Supplier: Prompt Payment Discount:
See Section M.2.2.
Submit Invoices to:
See Section G, G.4.1. Invoices.
Item No. Supplies or Quantity Unit of Issue Unit Price Amount
Total Amount of Contact:
Praxis Associates Inc. will complete Award item below.
SUPPLIERS NEGOTIATED AGREEMENT Supplier is AWARD (Supplier does not sign this document)Your offer on
required to sign this document and return 3 copies to the issuing
Praxis Associates Inc. solicitation number: RENO-12-R-0008 including
Office. Supplier agrees to furnish and deliver all items or perform
the additions or changes made by you, is hereby accepted by Praxis
the services set forth above or otherwise identified on a
Associates Inc. This award consummates the Contract which includes the
Continuation sheet for the consideration stated above. The rights
solicitation, your offer as amended, and this Contract. No other contractual
and obligations of the parties shall be subject to and governed by
document is necessary.
the following documents: the solicitation, such provisions,
representations, certifications and specifications contained herein
and the Suppliers proposal as attached.
Name And Title of Signer for Supplier Name and Title of Person signing for Praxis Associates Inc.
(Print or Type)
Chief Executive Officer
Email of supplier’s contact:
Name of Supplier Date Signed Praxis Associates Inc. Date Signed
Authorized Signature Authorized Signature
TABLE OF CONTENTS
1. SECTION A.
Contract Form and Instructions
2. SECTION B.
3. SECTION C.
Statement of Work
4. SECTION D.
Packaging and Marking
5. SECTION E.
Inspection and Acceptance.
6. SECTION F.
7. SECTION G.
Contract Administration Data
8. SECTION H.
Special Contract Terms
9. SECTION I.
10. SECTION J.
Attachments, Drawing, and Acronyms
11. SECTION K.
Representations and Certifications
12. SECTION L.
Instructions to Offerors
13. SECTION M.
B.1. The estimated total amounts of fiber optic splice cases for the entire project are not know at this time.
The estimated quantities shown in Table 1. and the unit prices, will be used to purchase the total
quantities needed to provision the network. The Supplier will propose a price for each CLIN listed
below, as well as a total price. The actual amount required will be determined following detailed network
design. This Contract is a Requirements Contract, Indefinite Quantity, Indefinite Delivery. Praxis
Associates Inc. may order more than the estimated quantity in Table 1. at the same prices or may order
less than the estimated quantity. Please provide your best pricing based upon this estimated total
B.2. The unit price will govern if an error occurs in arithmetic extension. The correct result governs in the
case of arithmetic errors.
B.3. Praxis Associates Inc. reserves the right to award a Contract without discussions. Suppliers
are cautioned to provide their best pricing in their proposal. Discussions and or Clarifications
may be requested. A Best and Final Offer (“BAFO”), may or may not be requested.
B.4. All splice cases shall be equivalent to Tyco Electronics (“TE”), FOSC 450. Suppliers shall
provide sufficient documentation with their proposal which substantially shows their splice case
is equivalent to the one specified.
Pricing Table 1.
Estimated Splice Cases
CLIN Description Unit Price Total
Splice Case, TE FOSC 450–D6–6- R2-1-
0001 D3V or equivalent. Please see Section C., 300
C.1. for Specifications
Splice Case, FOSC 450-B6-6-R1-1-B3V
0002 or equivalent. Please see Section C., C.2. 132
Fiber Optic Splice Closure Kit, Tyco
0003 FOSC 450–A4-4-12-1-A3V or equivalent. 30
Section C., C.3. for Specifications
Splice Tray TE FOSC A-B or equivalent.
See Section C., C.4. for Specifications
Splice Tray TE FOSC ACC-D or
0005 equivalent. See Section C., C.5. for 250
Single Fiber Heat Shrink: 13,000
0006 SMOUV-1120-02-US, 103897-000 Usual Unit
SMOUV 45mm Total Quantity Unknown of Sale
SECTION B. Continued
Pricing Table 1. Continued
Estimated Splice Cases
Ribbon Heat Shrink: 1,000
0007 SMOUV-1120-R2/12-02, 757849-000 Usual Unit
Protection Sleeve Ribbon of Sale
0008 Training Per Section C.6.2. Training ///////////////////////
Total //////////////// ////////////////
C.1. Fiber Splice Case Tyco FOSC 450-D-6-R2-1-D3V or Equivalent. (CLIN 0001)
C.1.1. The FOSC 450 D fiber optic splice closure kit or equivalent is a single-ended
dome style closure, 30" long by 11.5" diameter constructed of ribbed thermoplastic
outer materials with a valve for flash air pressure testing, six (6) cable entry ports, each
with multi cable capability and re-usable compressed gel cable seals that accommodate
loose tube or central core cables with single or ribbon fibers. The closure splice and
storage compartments are accessible via a removable dome-clamp system and will
support 576 single fiber or 1152 mass splice capacity. The splice tray tower mount is a
hinged design providing controlled access to the fiber slack storage tray. The splice tray
should be a double height ribbon tray with a clear cover capable of storing twenty
four/40” lengths of ribbon fiber and 24 splice sleeves (288 fibers per tray) with fiber
retention guides. The fiber slack storage basket should be standard size. The closure kit
should include all necessary miscellaneous hardware required to construct a field ready
closure, including fiber routing (transportation) tubing, cable retention clamps,
strength member retainers, Plugs for unused cable ports, required mounting
C.2. Fiber Splice Case Tyco FOSC 450-B6-6-R1-1-B3V or Equivalent (CLIN 0002)
C.2.1. The fiber optic splice closure kit is a single-ended dome style closures, 24" long by
9.8" diameter constructed of ribbed thermoplastic polymer outer materials with a valve
for flash air pressure testing, six (6) cable entry ports, each with multi cable capability
and re-usable compressed gel cable seals that accommodate loose tube or central core
cables with single or ribbon fibers. The closure splice and storage compartments are
accessible via a removable dome-clamp system and will support 144 single fiber or 288
mass splice capacity. The splice tray tower mount is a hinged design providing controlled
access to the fiber slack storage tray. The splice tray should be double height ribbon tray
with a clear cover capable of storing twelve/30” lengths of ribbon fiber and 12 splice
sleeves (144 fibers per tray) with fiber retention guides. The fiber slack storage basket
should be standard size. The closure kit should include all necessary miscellaneous
hardware required to construct a field ready closure, including fiber routing
(transportation) tubing, cable retention clamps, strength member retainers, Plugs for
unused cable ports, required mounting hardware, and so-forth.
C.3. Fiber Optic Splice Closure Kit, Tyco FOSC 450–A4-4-12-1-A3V or Equivalent.
C.3.1. The FOSC 450 A fiber optic splice closure kit or equivalent is a single-
ended dome style closure, 19" long by 8" diameter constructed of ribbed
thermoplastic polymer outer materials with a valve for flash air pressure testing,
four (4) cable entry ports, each with multi cable capability and re-usable
compressed gel cable seals that accommodate loose tube or central core cables
with single or ribbon fibers. The closure splice and storage compartments are
accessible via a removable dome-clamp system and will support 96 single fiber or
144 mass splice capacity. The splice tray tower mount is a hinged design
providing controlled access to the fiber slack storage tray. The splice tray should
be single height tray with a clear cover capable of storing twenty four/40” lengths
of fiber strands and 12 splice sleeves with fiber retention guides. The fiber slack
storage basket should be standard size. The closure kit should include all
necessary miscellaneous hardware required to construct a field ready closure,
including fiber routing (transportation) tubing, cable retention clamps, strength
member retainers, Plugs for unused cable ports , required mounting hardware etc.
C.4. Splice Tray, Tyco FOSC A-B Splice Tray or Equivalent (CLIN 0004)
C.4.1. The Splice should be double height ribbon tray with a clear cover capable
of storing twelve/30” lengths of ribbon fiber and 12 splice sleeves (144 fibers per
tray) with fiber retention guides.
C.5. Splice Tray, Tyco FOSC-ACC-D Splice Tray or Equivalent (CLIN 0005)
C.5.1. The splice tray should be a double height ribbon tray with a clear cover
capable of storing twenty four/40” lengths of ribbon fiber and 24 splice sleeves
(288 fibers per tray) with fiber retention guides or equivalent.
C.6. Other Requirements:
C.6.1. For Heat Shrink, the supplier will provide pricing in the usual unit,
normally sold by the supplier, Box = Bx, Case – Cs, and so-forth. Please
state if there is a quantity discount available over and above the price
offered. (CLINs 0006 and 0007)
C.6.2. All metal shall be fully grounded.
C.6.3 The successful provider shall provide both classroom and on-site, hands-
on training. The successful provider will provide a training plan with
their proposal. The training plan will not be separately priced. The
training will be conducted in Reno, NV and at a splice point along the
fiber route. The location will be provided at a later date.
C.7. Estimated Total Quantity of Splice Cases
C..1. See Section F., F.3.
C.8. Specification Submittals.
C.6.1. Each supplier, in their proposal will supply complete specifications for
each of the products they are offering. The specifications submitted to Praxis
Associates Inc. by the Supplier shall become a part of the Contract between the
parties, and all materials provided by Supplier to Praxis Associates Inc. shall
conform to such specifications
Packaging and Marking
D.1. No separate freight/delivery/fuel charges will be paid by Praxis Associates Inc.
unless specifically provided for in the Purchase Order. All pricing will be FOB
D.2. Praxis Associates Inc. will not pay for packaging, boxing or cartage. Damage
resulting from improperly packaged material will be charged to the Supplier.
D.3. All splice cases will be marked, in permanent characters, with:
a. Manufacturer name
b. Month and year of manufacture
c. California Broadband Cooperative
e. USADIG – Telephone Number to be provided at Contract award.
Inspection and Acceptance
E.1 All deliveries and services furnished under this Contract must be of the quality
specified or in the event no quality is specified, must be the best of their respective kinds,
and will be subject to inspection and approval of Praxis Associates Inc. within a
reasonable time after delivery of goods or completion of services. When manufacturing
specifications are referred to in this Contract, such specifications shall be deemed to be
an integral part hereof as if duly set out herein. Goods and services shall be replaced at no
additional charge to Praxis Associates Inc. if they prove to be defective and/or not in
accordance with specifications. Rejected materials shall be returned at the risk and
expense of the Supplier. If Praxis Associates Inc. does not desire replacement, the
Supplier shall issue a full credit.
E.2 All splice cases will be 100% inspected at the factory.
E.3 .QUALITY ASSURANCE PROVISION
E.3.1. The splice case manufacturer shall be ISO 9001 registered and compliant.
F.1. Period of Performance
Performance shall commence on the date of Notification of Contract Award by Praxis
Associates Inc. unless otherwise specified. It shall continue until the project has been
completed and all ordered splice cases have been delivered and accepted by Praxis
Associates Inc., unless terminated sooner under the provisions of this Contract
F.2. Time of Delivery
F.2.1. Praxis Associates Inc. requires initial delivery on 30 April 2012 or as soon as
possible thereafter, with subsequent deliveries to be made as installation progresses.
F.2.2. Praxis Associates Inc. will evaluate equally, in regards to time of delivery, offers
which propose schedules within the applicable delivery period as specified above. Offers
that propose delivery which will not clearly fall within the applicable required delivery
period specified above, will be considered, but will not receive the maximum scoring
points allowed in Section M. Praxis Associates Inc. reserves the right to award multiple
Contracts or a single Contract based upon what is most advantageous to Praxis
F.3. Delivery Locations
F.3.1. The estimated Initial Quantities and Delivery, will be made to the following
Initial Quantity & Location for Splice Cases
Location Splice Cases Quantity
450 D6 450 B6 450 AV
Gardnerville, CA 68 0 0 68 See F.2.1. Above
Big Pine, CA 100 100 20 220 See F.2.1. Above
Kramer Junction, 132 32 10 174 See F.2.1. Above
Total 300 132 30 462
F.3.2. The name and address of the delivery location and the person accepting at each
location listed above, shall be specified in the Purchase Orders issued by Praxis
Associates Inc. to the Supplier along with quantity.
G.1 Contract Administration
G.1.1. The Contract will be administered by Praxis Associates Incorporated’s office at
6995 Sierra Center Parkway, Reno, Nevada 89511. This office is the only office authorized
to approve changes or modify any of the requirements contained elsewhere in this
Contract; this authority remains solely with the CEO of Praxis Associates Inc. In the
event the Supplier effects any such change at the direction of any other person other than the
CEO of Praxis Associates Inc., the change will be considered to have been made without
authority and no adjustment will be made in the Contract price to cover any increased
costs incurred by the Supplier as a result thereof.
G.1.2. The Supplier shall submit requests for modifications of this Contract to Praxis’
Reno office. A total of three copies will be provided.
G.1.3. Contractual problems, of any nature, that may arise during the life of this Contract
must be handled in conformance with very specific public laws and only the
CEO of Praxis Associates Inc. is authorized to formally resolve such problems.
Therefore, the Supplier is hereby directed to expeditiously bring all such
contractual problems to the immediate attention of Praxis’ CEO.
G.1.4. Requests for information on matters related to this Contract, such as explanation of
terms and Contract interpretation, shall be submitted in writing.
G.2. Praxis Associates Inc. Field Representative
G.2.1. Definition. "Field Representative" means an individual authorized in writing by the
CEO to perform specific technical or administrative functions at the job site, such as
inspect and accept shipments.
G.2.2. If the CEO designates a Field Representative; the Supplier will receive a copy of the
written designation. It will specify the extent of the field representative’s authority
to act on behalf of Praxis Associates Inc. The Field Representative is not authorized
to make any commitments or changes that will affect price, quality, quantity, delivery,
or any other term or condition of the Contract without approval from the CEO. The
Field Representative may re-delegate the authority to accept shipments of material.
G-3 Suppliers Remittance Address
G.3.1. The Supplier will provide a remittance address.
G.4.1. All Invoicing will be sent to Praxis Associates Inc., Attention: Contracting, 6995 Sierra
Center Parkway, Suite 100, Reno, Nevada 89511. The Invoices must show Delivery Address
or Location of delivery, person accepting delivery, and indicate if it represents partial or
complete billing. Separate invoices must be rendered for each Purchase Order issued under
this Contract. Invoices shall also include the following information:
1. Supplier’s name;
3. Federal tax identification number;
4. Contract number, if applicable;
5. Purchase Order number;
6. Contract line number, if applicable;
7. Unit price and extended price (if applicable, the unit price must match a
CLIN on the Contract); and
8. Description of goods provided and/or services performed.
G.4.2. Invoices will be submitted in an original copy and 2 additional copies and will be
mailed to the above address.
G.4.2. Invoices will be rendered by the Supplier once a month on the 15th day for each
calendar month. Invoice will be paid net 45, unless a discount is offered. Praxis will make
every effort to avail itself of any discount offered. Please see Section M for evaluation of
discounts in award.
G.4.3. Praxis Associates Inc. has the right to refuse to make payment on any invoice unless
and until verification of receipt by Praxis Associates Inc. can be determined. Praxis Associates
Inc. payment for any material shall not constitute acceptance of the material or a waiver of
any rights of Praxis Associates Inc.
I.1. Type of Contract.
Praxis Associates Inc. contemplates award of a Firm Fixed Priced, Indefinite Quantity,
Indefinite Delivery, Requirements type of Contract resulting from this solicitation with
no minimum quantity.
I.2. Federal Uniform Administrative Requirements.
I.2.1. Supplier agrees to comply with all the requirements set forth in
Executive Order 11246 of September 24, 1965, entitled Equal Employment
Opportunity, as amended by Executive Order 11375 of October 13, 1967, and
as supplemented in Department of Labor regulations (41 CFR Chapter 60).
I.2.2. Supplier agrees to comply with all the requirements of the Copeland
Anti-Kickback Act (18 U.S.C.§ 874) as supplemented in Department of
Labor regulations (29 CFR Part 3).
I.24. Supplier agrees to comply with all the requirements set forth in Sections
103 and 107 of the Contract Work Hours and Safety Standards Act (40
U.S.C. §327-330) as supplemented by Department of Labor regulations (29
CFR Part 5).
I.2.5. Supplier acknowledges and agrees that this Contract is subject to
Subpart C of 2 CFR Part 1326, ― Government wide Debarment and
I.2.6. For Contracts that exceed $100,000, the Supplier agrees and
acknowledges that this Contract is also subject to 31 U.S.C § 1352, as
implemented at 15 CFR Part 28, ―New Restrictions on Lobbying.‖ The
Supplier agrees to submit a completed ―Disclosure of Lobbying Activities
(Form SF-LLL) regarding the use of non-Federal funds for lobbying within
15 days following the end of the calendar quarter in which the event occurred
that requires disclosure or that materially affects the accuracy of the
information contained in any disclosure form previously filed.
I.2.7. The Supplier acknowledges and agrees that the rights to any invention
made by a recipient will be determined by the Bayh-Dole Act, Pub. L. 96-17,
as amended, and codified in 35 U.S.C. § 200 et seq., except as otherwise
required by law. The specific requirements governing the development,
reporting, and disposition of rights to inventions and patents resulting from
financial assistance awards are described in more detail in 37 CFR Part 401
and in particular, in the standard patent rights clause in 37 CFR § 401.14,
which is hereby incorporated by reference into this award.
I.2.8. The Supplier further acknowledges and agrees that it may copyright
any work produced subject to the Department of Commerce’s (DOC) royalty-
free nonexclusive and irrevocable right to reproduce, publish or otherwise
use the work or authorize others to do so for Government purposes. Works
jointly authored by DOC and the Supplier may be copyrighted but only the
part authored by the Supplier is protected. On occasion, DOC may ask the
Supplier to transfer to DOC its copyright in a particular work when DOC is
undertaking the primary dissemination of the work.
I.2.9. The Supplier further acknowledges and agrees that rights to any work
produced or purchased as a result of this Contract are determined by 15 CFR
Part 24.34 and 15 CFR Part 14.36. Such works may include data, databases
or software. The Supplier ownership of any work produced or purchased
under this Contract is subject to DOC’s right to obtain, reproduce, publish or
otherwise use the work or authorize others to receive, reproduce, publish or
otherwise use the data for Government purposes.
I.2.10. The Supplier agrees to comply with all applicable standards, orders, or
requirements issued under section 306 of the Clean Air Act (42 U.S.C. §
1857(h)), § 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order
11738, and Environmental Protection Agency regulations (40 CFR Part 15).
I.2.11. The Supplier agrees to comply with the mandatory standards and
policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94163, 89 Stat. 871).
I.2.12. Supplier agrees to comply with the Whistleblower Protection
requirements of the American Recovery and Reinvestment Act (Recovery
Act), Section 553 of Division A, Title XV, Public Law 111-5, and shall post
notice of the rights and remedies provided under the Act. The poster can be
downloaded from the following web site:
I.3. Buy American Act
The Contractor will supply Praxis Associates Inc. certification that their product(s) is
complaint with Buy American Requirements that are part of the ARRA Act of 2009
Section 1605 and 2CFR17 guidelines. There are exceptions to this requirement that if
applicable, must be so affirmed by the Contractor in writing.
I.4. No Waiver
No failure or delay by Praxis Associates Inc. to insist upon the strict performance of
any term, condition or covenant of this Agreement, or to exercise any right, power,
or remedy consequent upon a breach thereof, shall constitute a waiver of any such
term, condition, or covenant or of any such breach, or preclude Praxis Associates
Inc. from exercising any such right, power, or remedy at any later time or times.
I.5. Availability of Funds
All funding for this Contract has been provided under a Grant from the Department
of Commerce (“DoC”), and is subject to review and approval. Notwithstanding
anything else contained elsewhere in this Contract, the Supplier is advised to take no
action until it receives a written Notice to Proceed, from Praxis Associates Inc.
(a)(1) Praxis Associates Inc., may, subject to paragraphs (c) and (d) of this clause, by
written notice of default to the Supplier, terminate this Contract in whole or in part if the
Supplier fails to—
(i) Deliver the supplies or to perform the services within the time specified in this
Contract or any extension;
(ii) Make progress, so as to endanger performance of this Contract (but see
paragraph (a)(2) of this clause); or
(iii) Perform any of the other provisions of this Contract (but see paragraph (a)(2)
of this clause).
(2) Praxis Associates Inc.’s right to terminate this Contract under subdivisions (a)(1)(ii)
and (1)(iii) of this clause, may be exercised if the Supplier does not cure such failure
within 10 days (or more if authorized in writing by Praxis Associates Inc) after receipt of
the notice from Praxis Associates Inc. specifying the failure.
(b) If the Praxis Associates Inc. terminates this Contract in whole or in part, it may
acquire, under the terms and in the manner the Praxis Associates Inc. considers
appropriate, supplies or services similar to those terminated, and the Supplier will be
liable to Praxis Associates Inc. for any excess costs for those supplies or services.
However, the Supplier shall continue the work not terminated.
(c) Except for defaults of sub-Suppliers at any tier, the Supplier shall not be liable for any
excess costs if the failure to perform the Contract arises from causes beyond the control
and without the fault or negligence of the Supplier. Examples of such causes include
(1) Acts of God or of the public enemy,
(2) Acts of Praxis Associates Inc. in its contractual capacity,
(6) Quarantine restrictions,
(8) Freight embargoes, and
(9) Unusually severe weather.
In each instance the failure to perform must be beyond the control and without the fault
or negligence of the Supplier.
(d) If the failure to perform is caused by the default of a sub-Supplier at any tier, and if
the cause of the default is beyond the control of both the Supplier and sub-Supplier, and
without the fault or negligence of either, the Supplier shall not be liable for any excess
costs for failure to perform, unless the sub-contracted supplies or services were
obtainable from other sources in sufficient time for the Supplier to meet the required
(e) If this Contract is terminated for default, Praxis Associates Inc. may require the
Supplier to transfer title and deliver to Praxis Associates Inc., as directed by the Praxis
Associates Inc., any
(1) completed supplies, and
(2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures,
plans, drawings, information, and Contract rights (collectively referred to as
“manufacturing materials” in this clause) that the Supplier has specifically produced or
acquired for the terminated portion of this Contract. Upon direction of Praxis Associates
Inc., the Supplier shall also protect and preserve property in its possession in Praxis
Associates Inc. has an interest.
(f) Praxis Associates Inc. shall pay the Contract price for completed supplies delivered
and accepted. The Supplier and Praxis Associates Inc. shall agree on the amount of
payment for manufacturing materials delivered and accepted and for the protection and
preservation of the property. Failure to agree will be a dispute under the Disputes clause.
Praxis Associates Inc. may withhold from these amounts any Praxis Associates Inc.
determines to be necessary to protect Praxis Associates Inc. against loss because of
outstanding liens or claims of former lien holders.
(g) If, after termination, it is determined that the Supplier was not in default, or that the
default was excusable, the rights and obligations of the parties shall be the same as if the
termination had been issued for the convenience of Praxis Associates Inc.
(h) The rights and remedies of Praxis Associates Inc. in this clause are in addition to any
other rights and remedies provided by law or under this Contract.
I.7. Termination for Convenience
(a) Praxis Associates Inc. may terminate performance of work under this Contract in whole or,
from time to time, in part if Praxis Associates Inc. determines that a termination is in the Praxis
Associates Inc. interest. Praxis Associates Inc. shall terminate by delivering to the Supplier 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 Praxis Associates Inc., the
Supplier 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 sub-contracts or orders (referred to as sub-contracts in this clause) for
materials, services, or facilities, except as necessary to complete the continued portion of
(3) Terminate all sub-contracts to the extent they relate to the work terminated.
(4) Assign to Praxis Associates Inc. , as directed by Praxis Associates Inc. , all right, title,
and interest of the Supplier under the sub-contracts terminated, in which case Praxis
Associates Inc. 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 Praxis Associates Inc., settle all
outstanding liabilities and termination settlement proposals arising from the termination of
sub-contracts; the approval or ratification will be final for purposes of this clause.
(6) As directed by Praxis Associates Inc., transfer title and deliver to Praxis Associates Inc.
(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 Praxis Associates Inc.
(7) Complete performance of the work not terminated.
(8) Take any action that may be necessary, or that Praxis Associates Inc. may direct, for the
protection and preservation of the property related to this Contract that is in the possession
of the Supplier and in which Praxis Associates Inc. has or may acquire an interest.
(9) Use its best efforts to sell, as directed or authorized by Praxis Associates Inc. , any
property of the types referred to in paragraph (b)(6) of this clause; provided, however, that
the Supplier (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, Praxis Associates
Inc. . The proceeds of any transfer or disposition will be applied to reduce any payments to
be made by Praxis Associates Inc. under this Contract, credited to the price or cost of the
work, or paid in any other manner directed by Praxis Associates Inc.
(c) The Supplier shall submit complete termination inventory schedules no later than 120 days
from the effective date of termination, unless extended in writing by Praxis Associates Inc. upon
written request of the Supplier within this 120-day period.
(e) After termination, the Supplier shall submit a final termination settlement proposal to Praxis
Associates Inc. in the form and with the certification prescribed by Praxis Associates Inc. The
Supplier shall submit the proposal promptly, but no later than 1 month from the effective date of
termination, unless extended in writing by Praxis Associates Inc. upon written request of the
Supplier within this 1 month period. However, if Praxis Associates Inc. determines that the facts
justify it, a termination settlement proposal may be received and acted on after 1 month or any
extension. If the Supplier fails to submit the proposal within the time allowed, Praxis Associates
Inc. may determine, on the basis of information available, the amount, if any, due the Supplier
because of the termination and shall pay the amount determined.
(f) Subject to paragraph (e) of this clause, the Supplier and Praxis Associates Inc. 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 (f) or paragraph (g) of this clause, exclusive of costs shown
in paragraph (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 Supplier 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
(g) If the Supplier and Praxis Associates Inc. fail to agree on the whole amount to be paid because
of the termination of work, Praxis Associates Inc. shall pay the Supplier the amounts determined
by Praxis Associates Inc. 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 Praxis Associates
Inc. (or sold or acquired under paragraph (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 paragraph (g)(1) of this clause;
(ii) The cost of settling and paying termination settlement proposals under
terminated sub-contracts that are properly chargeable to the terminated portion of the
Contract if not included in subdivision (g)(2)(i) of this clause; and
(iii) A sum, as profit on subdivision (g)(2)(i) of this clause, determined by Praxis
Associates Inc. to be fair and reasonable; however, if it appears that the
Supplier would have sustained a loss on the entire Contract had it been completed,
Praxis Associates Inc. shall allow no profit under this subdivision (g)(2)(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 sub-contracts (excluding the amounts of such
(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 Praxis Associates Inc. expressly
assumed the risk of loss, Praxis Associates Inc. shall exclude from the amounts payable to the
Supplier under paragraph (g) of this clause, the fair value, as determined by Praxis Associates Inc.
of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to Praxis
ARRA – American Recovery and Reinvestment Act
CLIN – Contract Line Item Number
DoC – Department of Commerce
FOSC – Fiber Optic Splice Case
RFP – Request for Proposals
Representations and Certifications
K.1. Requirement as to Materials, Supplier's Responsibilities and Warranties:
K.1.1. The Supplier warrants and agrees that all materials supplied hereunder shall be
manufactured and produced in compliance with the laws, regulations, codes, terms, standards
and/or requirements of all Federal, State and local authorities and all other authorities having
jurisdiction, and that performance of this Purchase Order shall be in accordance with the above
laws, regulations, codes, terms, standards, and/or requirements, and agrees, upon request, to
furnish Praxis Associates Inc. a certificate of compliance in such forms as Praxis Associates Inc.
K.1.2. The Supplier warrants that there has been no violation of copyrights or patent rights in
manufacturing, producing, or selling the goods shipped or ordered and Supplier agrees to
indemnify and hold Praxis Associates Inc. harmless from any and all liability, loss or expense
occasioned by such a violation.
K.1.3. Supplier warrants that the products delivered by Supplier hereunder shall be free from
defects in materials and workmanship for a period of ___________ after the date of delivery to
Praxis Associates, Inc. (Supplier to complete for each CLIN)
L.1. GOVERNING LAW
L.1.1. This Agreement shall be governed by and construed in accordance with the laws of
the State of California without regard to any choice of law principles that would dictate
the laws of any other Jurisdiction. The parties agree that the exclusive venue for any and
all actions related hereto shall be the appropriate Federal or State court located within the
State of California.
L.1.2. The laws of California shall govern the resolution of any issue arising in
connection with the Contract, including, but not limited to, all questions on the validity of
the Contract, the capacity of the parties to enter therein, any modification or amendment
thereto, and the rights and obligations of the parties hereunder.
L.3.1. If any part of the Contract documents is found to be in conflict with the applicable
law, that part shall be inoperative and void only to the extent that it conflicts with the law,
but the remainder shall have full force and effect.
L.4.1. Any claim arising out of or related to this Contract shall be subject to binding
arbitration. Prior to proceeding with arbitration, however, the parties shall endeavor to
resolve disputes by mediation in accordance with the Construction Industry Mediation
Rules of the American Arbitration Association (“AAA”) currently in effect. Claims not
resolved by mediation shall be decided by arbitration which shall be in accordance with
the Construction Industry Arbitration Rules of the AAA currently in effect. Demand for
arbitration shall be filed in writing with the other party to this Contract and with the
AAA. The demand for mediation may be made concurrently with the filing of a demand
for arbitration but, in such event, mediation shall proceed in advance of arbitration, which
shall be stayed for a period of sixty (60) days to allow the mediation session(s) to occur.
A demand for mediation and/or arbitration shall be made within the time limits set forth
in immediately following subsections. The award rendered by the arbitrator or arbitrators
shall be final, and judgment may be entered upon it in accordance with applicable law in
any court having jurisdiction thereof. The parties shall equally bear the cost of any
mediation or arbitration.
L.5. HOLD HARMLESS/INDEMNIFICATION
L.5.1 The Supplier shall indemnify and hold Praxis Associates Inc. and its officers,
agents and employees harmless from and against all costs, losses, liability, judgments,
fines, and expenses, including reasonable attorney's fees, howsoever arising or incurred,
alleging damage to property or injury to, or death of, any person arising out of or
attributable to the Suppliers 's performance of this Contract, except if that the damage,
injury or death is caused by the sole negligence or willful misconduct committed of
Praxis Associates Inc. or its employees, agents and officers.
L.5.2. Any property or work to be provided by the Supplier under this Contract will
remain at the Supplier's risk until written acceptance by Praxis Associates Inc. is issued
and the Supplier will place, at Supplier's expense, all property or work damaged or
destroyed by any cause whatsoever.
L.6. NON-ASSIGNMENT OF CONTRACT
L.6.1. The Supplier shall not assign the Contract, or any portion thereof, except upon the
written approval of by Praxis Associates Inc. which it may withhold in its sole discretion.
EVALUATIONS FACTORS FOR AWARD
M.1. Local Vendor Preference.
M.1.1. Praxis Associates Inc., extends a 5% evaluation preference on bids to local
companies. Maximum allowance is $25,000. Bids received from local vendors will be
reduced by the applicable percentage before an evaluation is made to determine the
lowest responsible responsive bidder. After this determination is made, an award will be
recommended in the amount shown in the vendor’s bid. For example, a local business
bidding $1,000 for a construction contract would be evaluated as if it had bid $950. If the
bid is awarded to the local business, it is paid the bid price of $1,000. A local business is
defined as “a business firm with fixed offices which are located within the County in
which the supplies are manufactured in or in the county where delivery takes place.”
M.2. Evaluation Criteria.
M.2.1. Praxis intends to make award to the lowest responsive, responsible Offeror, whose
proposal best meets, the terms and conditions of this RFP. Offers will be evaluated as
follows: 75% of the total score will be based on price, with the lowest price receiving the
highest score, 25% will be based on the proposed delivery schedule, with the most
advantageous delivery schedule receiving the highest score.
M.2.2. Praxis will accept discounts such as .5% Net 30, and will evaluate these discounts
in the price evaluation. Praxis will not accept nor evaluated discounts offered with less
than 30 days but if offered, Praxis will make every effort to obtain the discount.