USMS RFP for Financial Services

CONTINUATION OF SF1449 - BLOCK 20 - SCHEDULE OF SUPPLIES/SERVICES OVERVIEW This solicitation is for the award of financial advisory/consulting services as outlined in the attached Statement of Work in Section C. The Government intends to award a commission based contract; however, alternative pricing proposals are invited and will be considered if determined to be in the Government’s best interest. PERIOD OF PERFORMANCE The period of performance of the resulting contract shall be from date of award through nine (9) months or 270 days thereafter. Description of Supplies/Services CLIN DESCRIPTION Commission – Financial/Real Estate Services Proposed Commission % 001 SECTION C – STATEMENT OF WORK The Asset Forfeiture Division (AFD) of the U.S. Marshals Service (USMS) has the responsibility to sell all or part of the assets that will soon be forfeited from Automated Waste Disposal, Inc., (AWD) and the affiliated companies headquartered at 307 White St., Danbury, CT 06810. AFD seeks a Contractor to assist in the marketing and selling processes, and in consummation of the sale, to include the preparation of all necessary closing documents. BACKGROUND In 1984, the Attorney General delegated to the U.S. Marshals Service (USMS), authority over the custody, management and disposition of all assets seized and forfeited under the Department of Justice (DOJ) Asset Forfeiture Program. At that time, the Attorney General noted that this authority carried with it the obligation to be the faithful stewards of the public trust, because upon forfeiture, the assets became the property of the Government, and ultimately, the American taxpayer. Revenues raised through the disposition of the forfeited assets are reinvested by the Department of Justice into law enforcement efforts at the Federal, State and local levels. Over the past 20 years, the USMS has been responsible for the capital management of what can be viewed as a large and diverse business that exists to assist in the disruption and dismantling of criminal organizations, and to benefit law enforcement and the public. Since the program began, the USMS has overseen the management and disposal of more than $12 billion in forfeited assets located in the United States and foreign countries. This portfolio has included virtually every type of tangible asset, including an inventory of more than 6,500 vehicles in a single district, large smuggling vessels, aircraft, working farms, race horses, gambling casinos, hotels, operating trash and cement companies, a working foundry, an insurance company, fine art, jewelry, stock and stock options, financial instruments, museum quality historical items, and cash. The portfolio has also included intangible assets (e.g., trademarks, patents, and license franchises). While the assets are in USMS custody, the USMS has the fiduciary responsibility to ensure assets do not diminish in value or become a liability to the Asset Forfeiture Fund. BUSINESS ASSETS Typically, the most complex assets dealt with under the auspices of the Asset Forfeiture Division is in the area of business operations. Businesses of virtually every type, size and condition have been seized for forfeiture. The AFD provides support to Federal Criminal Investigators (e.g., Drug Enforcement Administration, Federal Bureau of Investigation, Bureau of Alcohol, Tobacco and Firearms, U.S. Postal Service, etc.) and prosecutors in business forfeiture cases by providing an analysis of the asset, making recommendations regarding alternatives to forfeiture, monitoring the business to ensure compliance with court orders, and crafting the appropriate ―exit strategy‖ for disposition of the asset. OVERVIEW OF THE BUSINESSES TO BE SOLD The U.S. Marshals Service (USMS) wishes to sell Automated Waste Disposal, Inc. and all affiliated companies with all assets, including real property, inventory, licenses, furniture, equipment, accounts receivable, contracts, contracts of sale, and other interests located at 307 White St., Danbury, CT 06810, and other locations. OPERATIONS Locations: The subject companies are located at two main addresses: 307 White Street, Danbury, CT, and 770 Derby Street, Seymour, CT. The White Street compound consists of eight buildings housing the main administrative offices, operations offices (including scale house), facilities for vehicle maintenance and the processing of various recyclable commodities, and waste transfer operations. American Disposal Services of CT (ADS) is located in Seymour, CT. Facilities consist of a two story administration building and facilities for vehicle maintenance. The second floor of the administration building is essentially vacant. Additional locations:     A small satellite operation that operates six routes, located in Goshen, CT A welding and compactor repair operation located at 38 Barnabas Road, Newtown, CT Container painting and surplus storage located at Center Street, Danbury, CT Surplus container storage locations at 319 Railroad Avenue, Bridgeport, CT, and Vale Road, Bethel, CT All real estate facilities are currently leased, although a purchaser may be granted the option to purchase one or more of the properties. Customer Base: The various companies have approximately 4,300 commercial accounts and 30,000 residential customers, including residential accounts under municipal contracts. Vehicles: The subject companies have over 275 vehicles including collection vehicles, tractor trailers, service vehicles, material handling equipment, and passenger vehicles. Of the approximately 160 trucks, 64 are leased or financed, along with several pieces of heavy equipments, service vehicles, trailers and passenger vehicles. There are 83 active leases or notes in total. Employees: The companies employ approximately 350 employees. Approximately 50 of this total are employed in administration and sales positions. The majority of the operation positions (drivers, helpers, mechanics, operators, laborers, etc.) are represented by one of three unions. Revenue: The combined companies generate approximately $64 million in annual sales, with about 65 percent of the business in Connecticut and 35 percent in New York State. Listed below are the 25 companies that will be sold. The names and a brief description of the operations are included for each:  Automated Waste Disposal (AWD): Operates both in Connecticut and New York State, providing commercial and roll-off collection services. AWD generates revenues of approximately $10.5 million in annual sales. Employees are represented by LIUNA 108. A&A Connecticut Waste Systems, LLC: The company collects waste in Ridgefield, CT, generating annual revenues of approximately $334,000. Company has no employees. Advance Recycling Corporation: Located in Buildings #1 and #8 at the White Street compound. Company processes high grade white paper and cardboard. Annual revenue is $4.5 million. Employees are represented by LIUNA 108.    Advanced Waste Systems, Inc.: Provides residential collection services under contract to the town of Southeast and the village of Brewster in Putnam County, New York. Annual revenue is $1.8 million. Employees are represented by Teamsters Local 813. American Disposal Services of CT (ADS): Company is a dba of Superior Waste. Provides commercial roll-off and residential collection services. The residential collection services are provided under contract to Ansonia, Seymour and Derby. Also operates transfer stations under contract with Ansonia, Seymour, Stratford and Derby. Total annual revenue is $12.4 million. Employees are represented by Local 116 RWDSU/UFCW. Danbury Carting Co.: A dba of Superior Waste that provides commercial and roll-off collection services. Annual revenue of $1.9 million. Employees are represented by Local 116 RWDSU/UFCW. Diversified Waste Disposal, Inc. (DWD): Consists of three dba companies – DWD Commercial, DWD Residential, and Northeastern Waste Management. DWD Commercial provides commercial and roll-off collection services in Connecticut and New York State, generating $7 million annually. DWD Residential provides residential collection in both Connecticut and New York State, generating $1.8 million annually. Northeastern is discussed below. Employees are represented by LIUNA 108. Eco-Fuels Services, Inc.: Owns the fuel trucks that fuel all rolling stock operating from White Street. Generates no outside revenue and has no employees. F & H Sanitation Corp.: Residential trash company that services New York State, generating $1.6 million annually. Employees are represented by LIUNA 108. Greensphere, Inc.: Transfer station company providing loading and transportation services, operating from Building #4 at 307 White Street. Processes the Housatonic Resource Recovery Authority (HRRA) trash under contract with Wheelabrator. Generates $3.8 million annually. Equipment and employees are shared with Transfer Systems, Inc.        J. A. T. Truck Repair Service, Inc.: Repairs all fixed and mobile equipment, including trucks, containers and equipment for all the owned garbage companies. Bills by work-order and collects from each company. Generates no eliminated revenue. Employees are represented by LIUNA 108. New Fairfield Sanitation: Operates from the White Street address providing commercial, residential and roll-off collection services. Generates $2.2 million in annual sales. Northeastern Waste Management: One of the dba’s of Diversified Waste Disposal. Operates out of the White Street location. The company provides commercial and residential collection in New York State. The company has no employees. P & G Sanitation, Inc.: A dba of Superior Waste that operates from White Street, providing commercial, roll-off and residential collection services primarily in the vicinity of New Fairfield, CT. Generates annual revenue of $2.2 million. Also operates in Newtown, currently servicing as the welding shop and compactor repair shop. Employees are represented by LIUNA 108. Recycling Technologies, Inc.: Operates in Building #2 within the White Street compound. This company processes residential recyclable commodities under contract with the Housatonic Resource Recovery Authority (HRRA). Generates $1.5 million in annual revenue. Employees are represented by LIUNA 108. Saniclean Systems, Inc.: Located at White Street. Pays an outsourcing firm to wash the trucks. Each company is billed proportionately. Company has no employees. Southberry Waste Disposal, Inc.: Operates from White Street providing residential and commercial waste pick-up in Connecticut. Generates $1.3 million in annual sales. The employees are represented by LIUNA 108. Superior Leasing: Operates from the White Street administrative offices. Leases all trucks and equipment for, and to, all the companies. Generates no outside revenue and has no employees.         Superior Waste Disposal, Inc.: The parent company of Danbury Carting, Thomas Refuse, P & G Sanitation, American Disposal and Superior Waste. Operates out of White Street, and provides commercial, residential, and rolloff collection services to customers located in New York State. Generates $2.4 million annually. The employees are represented by Local 116/RWDSU/UFCW. Thomas Refuse Service: A dba of Superior Waste. The company provides residential, commercial, and roll-off collection services in Connecticut. The company generates $4.3 million annually. The employees are represented by Local 116 RWDSU/UFCW. Transfer Systems, Inc.: Consists of two companies – TSI Demo and TSI MSW. TSI Demo provides loading, transportation and disposal services for approximately 200 tpd of construction and demolition debris. Incoming waste is weighed and dumped on the tipping floor of Building #5. The waste is crushed utilizing track loaders, and is then loaded onto railroad cars and transported to landfills in Ohio. TSI MSW provides loading, transportation and disposal services for 200 – 250 tpd of municipal solid waste generated within the market area, but outside the communities which have contracted with the Housatonic Resource Recovery Authority. The waste is weighed and then tipped onto the floor of Building #4. The tonnage equivalent of HRRA is trucked to the Bridgeport Waste to Energy facility. The remainder is trucked to landfills in Pennsylvania and New York State and, when spot markets provide sufficiently attractive rates, waste to energy facilities in Connecticut. The companies generate combined revenue of $9.9 million; approximately 64% of this revenue is inter-company disposal. The employees are represented by LIUNA 108. 307 White Street Corp.: Company collects rental receipts from all the individual companies, except those paid to the Milo/Galante Trust, and makes rental and mortgage payments for leased and mortgaged facilities.    MISSION To support this mission, the Contractor will be responsible for the marketing, selling process, and preparation of the closing documents for the sale of the business. The Contractor shall provide all personnel, equipment, tools, materials, supervision and other items and services necessary to perform Asset Forfeiture Management professional services as defined in this Statement of Work (SOW). The Contractor is required to adhere to the following procedures:    All significant strategic, tactical and substantive decisions shall be discussed in advance with the COTR. All documents shall be sent in final form to the COTR in advance of their distribution. Copies of all documents pertaining to disposition administrative actions, including correspondence, agreements and memoranda, shall be filed in a secure place, and be available for review by the COTR. The Contractor shall provide to the COTR weekly or other periodical reporting. Reporting may include summaries of work-related activities as well as an update of buyers, due diligence and closing documentation. Contents of the reports will be determined after award of the contract. Only the COTR may direct the Contractor, and will be the primary point of contact for strategic planning, client contact, substantive decisions and invoicing matters as outlined in a task order. The USMS will not accept any invoice or part of an invoice; nor will the USMS reimburse the costs for work which was directed by, or performed on behalf of third parties without the prior written approval of the COTR. If the Contractor is contacted by an approved official who requests services outside the scope of the Contractor’s duties, the COTR shall be contacted prior to commencing with the requested work.      The Contractor shall discuss all staffing decisions with the COTR. The Contractor must perform the work in the most cost effective manner. All experts and consultants must be approved in writing by the COTR before they are hired. The number and identity of all personnel who will be attending meetings, negotiations or conferences (as well as personnel who will be travelling for any purpose) shall be discussed and approved in advance by the COTR. The Contractor shall manage and organize resources and personnel required to efficiently and effectively meet the objectives of each task. The Contractor is not authorized to respond to media inquiries without the prior approval of the COTR. All media contacts with the Contractor should be referred to the COTR. If it is anticipated that a matter may call for a response to the media, the Contractor shall immediately contact the COTR.   DESCRIPTION OF THE SERVICES/REQUIREMENTS TASK # 1 – MARKETING PLAN 1. Prepare and discuss with the COTR a marketing plan for the sale of businesses within 30 days after contract award. Prepare an Offering Brochure to circulate to interested purchasers. Offering Brochure must be approved by COTR prior to distribution. Identify firms and entities that may be interested buyers. AFD will also provide a list of interested buyers who have contacted the COTR directly. Contractor will assign one Point of Contact (POC) to AFD for the term of the contract. 2. 3. 4. TASK # 2 - DISPOSAL/SALE 1. Contractor shall advertise and promote the sale of all or parts of the businesses in publications such as newspapers, industry trade journal(s), and press releases that reach the greatest number of potential buyers. 2. Contractor shall respond to questions from potential purchasers concerning the assets, the sale process, and shall provide potential purchasers with ―Frequently Asked Questions‖ information when required. Qualify all respondents to ensure each possesses the financial resources to complete an all cash transaction. Qualifications shall include evidence of the buyer’s financial viability. Contractor shall be responsible for the collection and monitoring of the minimum bid deposit, which shall be transferred via electronic funds transfer and held by the Contractor in a separate escrow account. Contractor shall inform COTR of the highest offers from the most qualified bidders within three days after receipt of offers. Contractor may sell only part of the business to the highest and most qualified bidder, and sell the remaining part(s) to other qualified bidders. Contractor shall inform COTR of the various offers, and a review will be undertaken by both the Contractor and the COTR to determine the highest and best value for the Government. Prior to the acceptance of an offer, COTR shall inform Contractor as to the suitability of the key personnel of the three highest bidders for either part of the business or for the entire business. The suitability will be based on a background investigation conducted by a federal investigation agency. Contractor shall, subject to the concurrence of the COTR, negotiate with the highest bidders to obtain the highest and best price for the Government. Contractor shall act as liaison between bidders and COTR. 3. 4. 5. 6. 7. 8. 9. TASK # 3 - CLOSING OF SALE 1. Contractor shall prepare all necessary closing documents subject to approval by attorneys representing the U.S. Government, including a purchase agreement and bill of sale. Sale shall be an all cash transaction for part(s) of the business or for the entire business entity. 2. 3. The Contractor shall represent the USMS at closing. When the closing has been scheduled, the Contractor shall notify the COTR of the location and time of closing and any changes to the schedule. Once closing is complete, the Contractor shall immediately notify the COTR that wire transfer has been processed. Within 30 days of closing, the Contractor shall submit to the COTR, all original, signed closing documents with buyer’s signature. 4. 5. SPECIAL CONTRACT CONDITIONS The Government anticipates award of a commission based contract resulting from this solicitation. Award of any contract is contingent upon receipt of a court order from the United States Attorneys’ Office. CONTRACT AWARD The Government intends to make a SINGLE AWARD to an offeror, pursuant to an affirmative determination of responsibility, whose offer conforms to the terms of the solicitation, is determined to be in the best interest of the Government. NOTICE TO OFFERORS When submitting offers in response to this solicitation, the following submission format is required: 3 copies of Proposal (including all additional documentation as required) Two hardcopies (Original, plus one copy) One (1) electronic version, CD format Proposals shall be submitted via any of the express carriers (FedEx, UPS, etc.) to the following address: UNICOR, Federal Prison Industries Attn: Jennifer Cutshall, Contracting Officer 772 St. Joseph Road Loretto, PA 15940 Note: Oral Presentations will be required after solicitation closing, for all offerors determined to be included in the competitive range. See details in SECTION M. QUESTIONS AND ANSWERS Questions and/or clarifications to the solicitation shall be submitted, in writing, to the Contracting Officer no later than 12:00 pm, EST on Thursday, January 15, 2009, via fax to 814-471-1644, or via email to: jcutshal@central.unicor.gov. Questions received after this deadline will not be addressed. No phone calls will be accepted. Responses to questions will be addressed and posted, via solicitation amendment, on FedBizOpps (www.fedbizopps.gov) no later than Wednesday, January 21, 2009. SECTION D - PACKAGING AND MARKING D-1 PRESERVATION, PACKING AND MARKING Preservation, packaging, and packing for all items delivered hereunder shall be in accordance with commercial practice, and shall be paid by the contractor. All packaging, postage fees and payment related to submitting information, forms and reports, etc. to the Government (i.e. Contracting Officer, Contracting Officer’s Technical Representative) shall be paid by the Contractor. D-2 MARKING All information submitted to the Contracting Officer or the Contracting Officer’s Technical Representative shall clearly indicate the contract number and task order number, if applicable, for which the information is being submitted. SECTION E - INSPECTION AND ACCEPTANCE E-1 FAR 52.246-4 Inspection of Services-Fixed-Price (Aug 1996) (a) Definition. "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) E-2 INSPECTION AND ACCEPTANCE OF CONTRACTOR’S SERVICES AND REPORTS AND OTHER REQUIRED DATA Services: Inspection, acceptance, and evaluation of services to be furnished shall be performed by the Contracting Officer and COTR. The Government reserves the right to conduct any inspection and test if it deems reasonably necessary to assure that the services provided conform in all respects to the contract specifications. Services, which upon inspection, are found not to be in conformance with contractual specifications shall be promptly rejected by the COTR and a notice of such rejection will be provided to the contractor by the Contract Officer. Reports and Data: The Government will inspect the contractor’s performance in submitting reports and data as required by the contract. Inspection shall be conducted by the Contracting Officer and the COTR. Inspection and evaluation will be performed to assess the contractor’s (1) compliance with the specifications; (2) responsiveness; (3) timeliness; (4) quality with respect to generally acceptable professional standards, and, (5) compliance with all elements of Section F, (Deliveries or Performance). In accordance with FAR 42.15, Contractor Performance Information, the contractor’s overall performance will be evaluated on periodic basis. The evaluation will include, for example, the contractor’s record of conforming to contract requirements and to standard of good workmanship; the contractor’s record of forecasting and controlling costs; the contractors adherence to contract schedules, including the administrative aspects of performance; the contractor’s history of reasonable and cooperative behavior and commitment to customer satisfaction and generally, the contractor’s business-like concern for the interest of the customer. Past performance information is relevant information, for future source selection purposes, regarding a contractor’s actions under previously awarded contracts. (a) (b) (c) (d) E-3 CONTRACTOR’S FAILURE TO PERFORM REQUIRED SERVICES The rights of the USMS and remedies described in this section are in addition to all other rights and remedies set forth in this solicitation. Specifically, the Government reserves its rights under the Inspection of Services and Termination Clauses. Any reductions in the Contractor’s invoice shall reflect the Contractor’s reduced value resulting from the Contractor’s failure to perform required services. The Contractor shall not be relieved of full performance of the services hereunder and may be terminated for default based upon inadequate performance of services, even if a reduction was previously taken for any inadequate performance. SECTION F - DELIVERIES OR PERFORMANCE F-1 CONTRACT PERIOD OF PERFORMANCE The period of performance of this contract shall commence from the contract award date and continues for nine (9) months thereafter. The Contractor shall be ready to begin performance within 10 calendar days of the award of the contract. F-2 FAR 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 30 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 five (5) years. (End of clause) F-3 (a) 52.242-15 STOP-WORK ORDER (AUG 1989) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either(1) (2) Cancel the stop-work order; or Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract. (b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order. (c) (d) F-4 (a) 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984) If the performance of all or any part of the work of this contract is delayed or interrupted (1) by an act of the Contracting Officer in the administration of this contract that is not expressly or impliedly authorized by this contract, or (2) by a failure of the Contracting Officer to act within the time specified in this contract, or within a reasonable time if not specified, an adjustment (excluding profit) shall be made for any increase in the cost of performance of this contract caused by the delay or interruption and the contract shall be modified in writing accordingly. Adjustment shall also be made in the delivery or performance dates and any other contractual term or condition affected by the delay or interruption. However, no adjustment shall be made under this clause for any delay or interruption to the extent that performance would have been delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an adjustment is provided or excluded under any other term or condition of this contract. (b) A claim under this clause shall not be allowed(1) For any costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved; and Unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the delay or interruption, but not later than the day of final payment under the contract. (2) SECTION G - CONTRACT ADMINISTRATION DATA G-1 FEDERAL GOVERNMENT HOLIDAYS The following is a list of Federal Holidays observed by the Government. New Year’s Day (JAN 1) Martin Luther King’s Birthday (3rd Monday in JAN) Washington’s Birthday (3rd Monday in FEB) Thanksgiving (4th Thursday in NOV) Independence Day (JUL 4) Labor Day (1st Monday in SEPT) Columbus Day (2nd Monday in OCT) Veterans Day (NOV 11) Memorial Day (last Monday in May) Christmas (DEC 25) G-2 ADMINISTRATIVE INFORMATION A. ROLE OF GOVERNMENT PERSONNEL AND RESPONSIBILITY FOR CONTRACT AWARD AND ADMINISTRATION 1. Contracting Officer (CO) - The CO has the overall and primary responsibility for the administration of this contract. CO alone, without delegation, is authorized to take actions on behalf of the Government to: modify or deviate from the contract terms, conditions, requirements, specifications, details and/or delivery schedules; make final decisions involving deductions from contract payments or other consideration due to the Government, for nonperformance or unsatisfactory performance, whether or not in dispute; terminate the contract for convenience or default; issue final decisions regarding contract questions or matters under dispute, The CO may delegate certain other responsibilities to an authorized representative. 2. Contracting Officer’s Technical Representative (COTR) JAR 2852.201-70 (JAN 1985) a) The following are hereby designated to act as Contracting Officer’s Technical Representatives (COTR) under this contract: Leonard Briskman, Program Manager U.S. Marshals Service Headquarters CS-3, Suite 402 Washington, DC 20530-1000 Phone: (202) 305-9414 Fax: (202) 307-5020 Cell: (202) 903-3529 Email: Leonard.Briskman@usdoj.gov b) The COTR is responsible, as applicable, for: receiving all deliverables; inspecting and accepting the supplies or services provided hereunder in accordance with the terms and conditions of this contract; providing direction to the contractor which clarifies the contract effort, fills in details or otherwise serves to accomplish the contractual Scope of Work; evaluating performance; and certifying all invoices/vouchers for acceptance of supplies or services furnished for payment. c) The COTR does not have authority to alter the Contractor’s obligations under the contract, and/or modify any of the expressed terms, conditions, specifications, or cost of the agreement. If as a result of technical discussions it is desirable to alter/change contractual obligations or the Scope of Work, the Contracting Officer shall issue such changes. B. CONTRACT ADMINISTRATION The contract will be administered by: United States Marshals Service Procurement Office Washington, DC 20530-1000 The Contractor shall appoint a Supervisor/Manager who will be the Contractor’s Authorized Representative for technical and administrative performance of all services required hereunder. The supervisor shall provide the single point of contact through which all Contractor and Government communications, work, and technical direction shall flow. The supervisor shall receive and execute, on behalf of the Contractor, such technical direction as the COTR may issue within the terms and conditions of the contract. All administrative support of the Contractor’s technical personnel required to fulfill the tasks assigned under this contract shall be the responsibility of the Contractor. G-3 REQUIREMENTS FOR CORRECTION OF SUB-STANDARD PERFORMANCE When any member of the Contract Administration Team (CO & COTR) becomes aware of substandard performance in any area of the contract, the Contractor will be given verbal and/or written notification, depending on the circumstances of the issue. The Contractor shall resolve the performance issues consistent with the requirements specified in the SOW and/or task order. For other types of deficiencies where the corrective actions are not specifically stated, the Contractor shall submit a Plan of Action to correct the performance issue within ten (10) working days. If it is not corrected to the satisfaction of the Contract Administration Team member, the Contract Administration Team member shall annotate the performance files and include the observations in the Contractor Performance Report as appropriate. G-4 INVOICE REQUIREMENTS (a) The contractor shall submit an original invoice (or electronic invoice, if authorized) to the COTR and the Official Name and address designated to receive invoices. An invoice must include– (1) Name and address of the contractor (2) Invoice date, number and Time Period (3) Contract number, contract line item number and, if applicable, the order number; (4) Description, quantity, unit of measure, unit price and extended price of the items delivered; (5) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading; (6) Terms of any discount for prompt payment offered; (7) Name, title, and phone number of person to notify in event of defective invoice; (8) Taxpayer Identification Number (TIN). The contractor shall include its TIN on the invoice only if required elsewhere in this contract; (9) (10) Obligation Certification (Completed by contractor) (i) Previous Obligation Balance $ (ii) Additional Obligation $ (iii) Total Amount This Invoice $ (iv) Other Disposal Invoice Amount $ (v) Ending Balance $ Electronic Funds Transfer (EFT) banking information. (i) The contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (ii) 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., FAR 52.232-33, Payment by Electronic Funds TransferCentral Contractor Registration, or FAR 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), or applicable agency procedures. (iii) EFT banking requirement information is not required if the Government waived the requirement to pay by EFT. (b) 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 5CFR part 1315. SECTION H – SPECIAL CONTRACT REQUIREMENTS H-1 NOTICE TO THE GOVERNMENT OF DELAYS In the event the Contractor encounters difficulty in meeting performance requirements, or when he anticipates difficulty in complying with the contract delivery schedule or completion date, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract. The Contractor shall immediately notify the Contracting Officer and the COTR, in writing, giving pertinent details, provided, however, that this data shall be informational only in character and that this provision shall not be construed as a waiver by the Government or any delivery schedule date, or any rights or remedies provided by law or under this contract. H-2 (a) INDEMNIFICATION Responsibility for Government Property: The Contractor assumes full responsibility for and shall indemnify the Government against any and all losses or damage of whatsoever kind and nature to any and all Government property, including any equipment, supplies, accessories, or parts, while in his custody and care for storage, delivery, repair, or service to be performed under the terms of this contract, resulting in whole or in part from the acts or omissions of the contractor, any subcontractor, or any employee, agent or representative of the Contractor or subcontractor. If due to the fault, or negligent acts (whether of commission or omission) and/or dishonesty of the Contractor or its employees, any GovernmentOwned or controlled property is lost or damaged as a result of the Contractor’s performance of this contract, the Contractor shall be responsible to the Government for such loss or damage. Hold Harmless and Indemnification Agreement: The Contractor shall save and hold harmless and indemnify the Government against any and all liability claims, and reasonable costs of any person or persons and for loss of damage to any Contractor or property owned by a third party occurring in connection with or in any way incident to or arising out of the occupancy, use, service, operation, or performance of work under the terms of this contract, resulting in whole or in part from the negligent acts or negligent omissions of the Contractor, any subcontract, or any employee, agent, or representative of the Contractor or subcontractor. GOVERNMENT’S RIGHT OF RECOVERY (b) (c) H-3 The Contractor shall be responsible for all Government property in its custody. Any incidents of damage or loss shall be reported to the COTR immediately and shall be followed up in writing within one working day. The Government may receive benefits of any insurance the Contractor may carry which provides for the indemnification of any loss or destruction of, or damage to property in the custody and care of the Contractor, where such loss, destruction or damage is to Government property. The Contractor shall do nothing to prejudice the Government's right to recover against third parties for any loss, destruction of, or damage to Government property, and upon request of the Contracting Officer shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including assistance in the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. H-4 CONTRACTOR’S PERSONNEL Within ten (10) days of award for each task order, the Contractor shall provide to the COTR a list of the complete names (including full middle name) of all employees assigned to perform services, their date of birth, place of birth, and social security number. The Contractor shall update this list of employees when personnel is added or replaced. The Contractor shall notify the COTR within ten (10) days of any addition or replacement. ORGANIZATIONAL CONFLICTS OF INTEREST – GENERAL The Contractor warrants that, to the best of its knowledge and belief, and accepts as otherwise set forth in this contract, he does not have any organizational conflict of interest as defined in paragraph ―b‖ below. The term ―Organizational conflict of interest‖ means a situation where a Contractor has interests, either due to its other activities or its relationships with other organizations, which place it in a position that may be unsatisfactory or unfavorable from the Government’s standpoint in being able to secure impractical, technically sound, objective assistance and advice from the Contractor, or in securing the advantages of adequate standpoint in that unfair competitive advantages may accrue to the Contractor in question. The Contractor agrees that, if after award he discovers an organizational conflict of interest with respect to this contract, he shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action that the Contractor has taken or proposes to take to avoid, eliminate or neutralize the conflict. The Government may, however, terminate the contract for the convenience of the Government if it would be in the best interest of the government. In the event that the Contractor was aware of organizational conflicts of interest prior to the award of this contract and intentionally did not disclose the conflict to the Contracting Officer, the Government may terminate the contract at no cost to the Government. H-5 (a) (b) (c) (d) H-6 GOVERNMENT PROPERTY The Contractor shall be responsible for all government property in its custody. Any incidents of damage or loss shall be reported to the COTR in writing within one (1) working day. H-7 DOCUMENTATION AND FILES Upon request, or within thirty (30) days of notice, if the contract is terminated for any reason, the Contractor shall deliver to the Contracting Officer (CO) all systems, both automated and manual, forms, manuals, files, records, procedures, documents and all other operational materials developed for performing this contract. For the duration of this contract, the Government may perform financial audits of all records, journals, ledgers, and any other items that reflect financial aspects of property under the Contractor’s control that may pertain to the performance of this contract. The Contractor shall provide all appropriate financial records and information to the Government, or if the Government elects, to an independent professional accounting firm upon request of the Contracting Officer (CO) or COTR. H-8 PERMITS AND LICENSES In the performance of work hereunder, the Contractor shall obtain and maintain in effect all necessary permits and licenses required by Federal, State, or local government, or subdivisions thereof, or of any other duly constituted public authority, if applicable. H-9 BUSINESS LICENSES The Contractor shall secure and maintain in a current status all required licenses and permits applicable to the lawful functioning within the locations listed in Section B. In doing so, the Contractor shall furnish evidence to the Contracting Officer, of a company license (state and/or local) authorizing the company to provide services within that state and/or local, or evidence of application for same, within fourteen (14) days after request by the Contracting Officer. H-10 FEDERAL, STATE, AND LOCAL LAWS AND ORDINANCES The Contractor shall obey, abide by, and comply with all Federal, state, and local laws and ordinances for the services specified. H-11 NOTICE OF PROHIBITION The Contractor will assist the USMS in complying with the provisions of the Comprehensive Crime Control Act of 1984, regarding the prohibition of sale of forfeited property to a defendant or a person acting as his agent. The Contractor shall provide notice to prospective purchasers as to the prohibition. H-12 PROHIBITED SALE OF FORFEITED PROPERTY TO GOVERNMENT AND CONTRACTOR EMPLOYEES In order to avoid a conflict of interest, or the appearance of the conflict of interest, the following classes of persons are prohibited from purchasing, either directly of indirectly, property forfeited to the United States which is to be sold under this contract or any subcontract to this contract: (a) Any United States Department of Justice (USDOJ) employee prohibited by Federal regulations (5 C.F.R. 3801.104) from purchasing or using property forfeited to the United States, or any member of his/her immediate family/household. The Contractor and any of its subcontractors; their employees or members of such employees’ immediate families/households; ad entity in which the Contractor has any financial interest; or any agent or representative for such party. Any employee of any federal;, state, or local Governmental agency, or members of his/her immediate family/household, that was involved in the investigation which led to the forfeiture of the property to be sold by or through the Contractor. To effectuate this prohibition, as a requirement of this contract or any subcontract, the Contractor and any subcontractor selling property forfeited to the United States shall include the following provision in Sale Terms and Conditions: (b) (c) In order to make an offer to purchase property subject to this sale the offeror shall check one of the following boxes: [ ] The offeror warrants that he/she is not: (a) an employee of the United States Department of Justice; (b) an employee of any Federal, State or Local Governmental Agency which participated in investigations that led to the forfeiture of property to the United States subject to this sale; (c) an employee of any Contractor or subcontractor whose contract or subcontract provides goods or services to the United States Department of Justice’s Asset Forfeiture Program; (d) an agent or member of the immediate family/household of any employee described in (a), (b), (c) above. [ ] Any offeror who is an employee of the United States Department of Justice warrants that he/she has complied with the provisions of 5 C.F.R. 3801.104(a), and shall provide as part of his/her offer a copy of the written determination by the agency designee required by 5 C.F.R. 3801.104(a). SECTION I - CONTRACT CLAUSES I-1 JAR 2852.233-70 Protests Filed Directly with the Department of Justice (JAN 1998) (a) The following definitions apply in this provision: (1) "Agency Protest Official" means the official, other than the contracting officer, designated to review and decide procurement protests filed with a contracting activity of the Department of Justice. (2) "Deciding Official" means the person chosen by the protestor to decide the agency protest; it may be either the Contracting Officer or the Agency Protest Official. (3) "Interested Party" means an actual or prospective offeror whose direct economic interest would be affected by the award of a contract or by the failure to award a contract. (b) A protest filed directly with the Department of Justice must: (1)Indicate that it is a protest to the agency. (2)Be filed with the Contracting Officer. (3) State whether the protestor chooses to have the Contracting Officer or the Agency Protest Official decides the protest. If the protestor is silent on this matter, the Contracting Officer will decide the protest. (4) Indicate whether the protestor prefers to make an oral or written presentation of arguments in support of the protest to the deciding official. (5) Include the information required by FAR 33.103(d) (2): (i) Name, address, facsimile number and telephone number of the protestor. (ii) Solicitation or contract number. (iii) Detailed statement of the legal and factual grounds for the protest, to include a description of resulting prejudice to the protestor. (iv) Copies of relevant documents. (v) Request for a ruling by the agency. (vi) Statement as to the form of relief requested. (vii) All information establishing that the protestor is an interested party for the purpose of filing a protest. (viii) All information establishing the timeliness of the protest. (c) An interested party filing a protest with the Department of Justice has the choice of requesting either that the Contracting Officer or the Agency Protest Official decide the protest. (d) The decision by the Agency Protest Official is an alternative to a decision by the Contracting Officer. The Agency Protest Official will not consider appeals from the Contracting Officer's decision on an agency protest. (e) The deciding official must conduct a scheduling conference with the protestor within five (5) days after the protest is filed. The scheduling conference will establish deadlines for oral or written arguments in support of the agency protest and for agency officials to present information in response to the protest issues. The deciding official may hear oral arguments in support of the agency protest at the same time as the scheduling conference, depending on availability of the necessary parties. (f) Oral conferences may take place either by telephone or in person. Other parties may attend at the discretion of the deciding official. (g) The protestor has only one opportunity to support or explain the substance of its protest. Department of Justice procedures do not provide for any discovery. The deciding official may request additional information from either the agency or the protestor. The deciding official will resolve the protest through informal presentations or meetings to the maximum extent practicable. (h) An interested party may represent itself or be represented by legal counsel. The Department of Justice will not reimburse the protester for any legal fees related to the agency protest. (i) The Department of Justice will stay award or suspend contract performance in accordance with FAR 33.103(f). The stay or suspension, unless over-ridden, remains in effect until the protest is decided, dismissed, or withdrawn. (j) The deciding official will make a best effort to issue a decision on the protest within twenty (20) days after the filing date. The decision may be oral or written. (k) The Department of Justice may dismiss or stay proceeding on an agency protest if a protest on the same or similar basis is filed with a protest forum outside the Department of Justice. (End of Clause) SECTION I - CONTRACT CLAUSES (continued) I-2 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at the following address: http://www.arnet.gov/FAR/ 52.202-1 Definitions (JULY 2004) 52.203-3 Gratuities (APR 1984) 52.203-5 Covenant Against Contingent Fees (APR 1984) 52.203-6 Restrictions on Subcontractor Sales to the Government (JUL 1995) 52.203-7 Anti-Kickback Procedures (JUL 1995) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (SEP 2005) 52.204-4 Printing/Copying Double-Sided on Recycled Paper (AUG 2000) 52.204-7 Central Contractor Registration (OCT 2003) 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JAN 2005) 52-214-34 Submission of Offers in the English Language (APR 1991) 52-214-35 Submission of Offers in U.S. Currency (APR 1991) 52.215-8 Order of Precedence (OCT 1997) 52.219-1 Small Business Program Representations 52.222-3 Convict Labor (JUN 2003) 52.222-4 Contract Work Hours and Safety Standards Act – Overtime Compensation (JUL 2005) 52.222-21 Prohibition of Segregated Facilities (FEB 1999) 52.222-22 Previous Contracts and Compliance Reports 52.222-26 Equal Opportunity (APR 2002)) 52.222-35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (DEC 2001) 52.222-36 Affirmative Action for Workers With Disabilities (JUN 1998) 52.222-37 Employment Reports on Disabled Veterans and Veterans of the Vietnam Era (DEC 2001) 52.222-41 Service Contract Act of 1965, As Amended (JULY 2005) 52.222-44 Fair Labor Standards Act and Service Contract Act - Price Adjustment (FEB 2002) 52.222-50 Combating Trafficking in Persons (AUG 2007) 52.223-5 Pollution Prevention and Right-to-Know Information (AUG 2003) 52.223-6 52.223-13 52.223-14 52.224-1 52.224-2 52.225-13 52.227-1 52.227-2 52.229-3 52.232-1 52.232-8 52.232-11 52.232-17 52-232-18 52.232-19 52.232-23 52.232-25 52.232-33 52.233-1 52.233-2 52.233-3 52-233-4 52.237-2 52.237-3 52.242-13 52.243-1 52.244-5 52-244-6 52.245-1 52.245-2 52.245-9 52.246-25 52.249-2 52.249-8 52.253-1 Drug-Free Workplace (MAY 2001) Certification of Toxic Chemical Release Reporting (AUG 2003) Toxic Chemical Release Reporting (AUG 2003) Privacy Act Notification (APR 1984) Privacy Act (APR 1984) Restrictions on Certain Foreign Purchases (MAR 2005) Authorization and Consent (JUL 1995) Notice and Assistance Regarding Patent and Copyright Infringement (AUG 1996) Federal, State, and Local Taxes (APR 2003) Payments (APR 1984) Discounts for Prompt Payment (FEB 2002) Extras (APR 1984) Interest (JUN 1996) Availability of Funds (APR 1984) Availability of Funds for the Next Fiscal Year (APR 1984) Assignment of Claims (JAN 1986) Prompt Payment (OCT 2003) Payment by Electronic Funds Transfer - Central Contractor Registration (OCT 2003) Disputes (JUL 2002) Alternate I (DEC 1991) Service of Protest Protest After Award (AUG 1996) Applicable Law for Breach of Contract Claim (OCT 2004) Protection of Government Buildings, Equipment, and Vegetation (APR 1984) Continuity of Services (JAN 1991) Bankruptcy (JUL 1995) Changes – Fixed Price (AUG 1987) Alternate I (APR 1984) Competition in Subcontracting (DEC 1996) Subcontracts for Commercial Items (DEC 2004) Government Property (JUN 2007) Government Property Installation Operation Services (JUN 2007) Use and Charges (JUN 2007) Limitation of Liability – Services (FEB 1997) Termination for Convenience of the Government (Fixed Price) (MAY 2004) Default (Fixed Price Supply and Service) (APR 1984) Computer Generated Forms (JAN 1991) SECTION K - CERTIFICATIONS/REPRESENTATIONS AND OTHER STATEMENTS OF OFFERORS K-1 $ FAR 52.204-3 Taxpayer Identification (Oct 1998) Definitions "Common parent," as used in this provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member. "Taxpayer Identification Number (TIN)," as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number. $ All offerors must submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the IRS. If the resulting contract is subject to the payment reporting requirements described in Federal Acquisition Regulation (FAR) 4.904, the failure or refusal by the offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract. The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the offeror's relationship with the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror's TIN. Taxpayer Identification Number (TIN). o TIN: _____________________. o TIN has been applied for. o TIN is not required because: o Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; o Offeror is an agency or instrumentality of a foreign government; o Offeror is an agency or instrumentality of the Federal Government. $ $ SECTION K - CERTIFICATIONS/REPRESENTATIONS AND OTHER STATEMENTS OF OFFERORS (continued) $ Type of organization. o Sole proprietorship; o Partnership; o Corporate entity (not tax-exempt); o Corporate entity (tax-exempt); o Government entity (Federal, State, or local); o Foreign government; o International organization per 26 CFR 1.6049-4; o Other _________________________. Common parent. o Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision. o Name and TIN of common parent: Name _____________________________ TIN ______________________________ $ K-2 52.209-5 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters (Dec 2001) (a)(1) The Offeror certifies, to the best of its knowledge and belief, that(i) The Offeror and/or any of its Principals(A) Are ___ are not ___ presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (B) Have ___ have not ___, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and (C) Are ___ are not ___ presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision. (ii) The Offeror has ___ has not ___, within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) "Principals," for the purposes of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar positions). This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001, Title 18, United States Code. (b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror non-responsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. (End of provision) K-3 FAR 52.222-22 Previous Contracts and Compliance Reports (Feb 1999) The offeror represents that(a) It _____has ______ has not participated in a previous contract or subcontract subject the Equal Opportunity clause of this solicitation; (b) It_____ has ______has not filed all required compliance reports; and I Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards. K-4 FAR 52.222-25 Affirmative Action Compliance (Apr 1984) The offeror represents that(a) It ______ has developed and has on file, ______ has not developed and does not have on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 601 and 602); or (b) It ______ has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor. K-5 FAR 52-223-13 Certification of Toxic Chemical Release Reporting (Aug 2003) (a) Executive Order 13148, of April 21, 2000, Greening the Government through Leadership in Environmental Management, requires submission of this certification as a prerequisite for contract award. (b) By signing this offer, the offeror certifies that— 1) As the owner or operator of facilities that will be used in the performance of this contract that are subject to the filing and reporting requirements described in section 313 of the Emergency Planning and Community Right- to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will file and continue to file for such facilities for the life of the contract the Toxic Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; or (2) None of its owned or operated facilities to be used in the performance of this contract is subject to the Form R filing and reporting the requirements because each such facility is exempt for at least one of the following reasons: [Check each block that is applicable.] [ ] (i) The facility does not manufacture, process, or otherwise use any toxic chemicals listed in 40 CFR 372.65; [ ] (ii) The facility does not have 10 or more full-time employees as specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A); [ ] (iii) The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA); [ ] (iv) The facility does not fall within the following Standard Industrial Classification (SIC) codes or their corresponding North American Industry Classification System sectors: (A) (B) (C) (D) Major group code 10 (except 1011, 1081, and 1094. Major group code 12 (except 1241). Major group codes 20 through 39. Industry code 4911, 4931, or 4939 (limited to facilities that combust coal and/or oil for the purpose of generating power for distribution in commerce). Industry code 4953 (limited to facilities regulated under the Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et seq.), or 5169, or 51 71, or 7389 (limited to facilities primarily engaged in solvent recovery services on a contract or fee basis); or E) [ ] (v) The facility is not located in the United States or its outlying areas... (End of provision) SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS OR RESPONDENTS L.1 52.215-1 Instructions to Offerors—Competitive Acquisition. Competitive Acquisition (Jan 2004) (a) Definitions. As used in this provision— ―Discussions‖ are negotiations that occur after establishment of the competitive range that may, at the Contracting Officer’s discretion, result in the offeror being allowed to revise its proposal. ―In writing,‖ ―writing,‖ or ―written‖ means any worded or numbered expression that can be read, reproduced, and later communicated, and includes electronically transmitted and stored information. ―Proposal modification‖ is a change made to a proposal before the solicitation’s closing date and time, or made in response to an amendment, or made to correct a mistake at any time before award. ―Proposal revision‖ is a change to a proposal made after the solicitation closing date, at the request of or as allowed by a Contracting Officer as the result of negotiations. ―Time,‖ if stated as a number of days, is calculated using calendar days, unless otherwise specified, and will include Saturdays, Sundays, and legal holidays. However, if the last day falls on a Saturday, Sunday, or legal holiday, then the period shall include the next working day. (b) Amendments to solicitations. If this solicitation is amended, all terms and conditions that are not amended remain unchanged. Offerors shall acknowledge receipt of any amendment to this solicitation by the date and time specified in the amendment(s). (c) Submission, modification, revision, and withdrawal of proposals. (1) Unless other methods (e.g., electronic commerce or facsimile) are permitted in the solicitation, proposals and modifications to proposals shall be submitted in paper media in sealed envelopes or packages (i) addressed to the office specified in the solicitation, and (ii) showing the time and date specified for receipt, the solicitation number, and the name and address of the offeror. Offerors using commercial carriers should ensure that the proposal is marked on the outermost wrapper with the information in paragraphs (c)(1)(i) and (c)(1)(ii) of this provision. (2) The first page of the proposal must show— (i) The solicitation number; (ii) The name, address, and telephone and facsimile numbers of the offeror (and electronic address if available); (iii) A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation and agreement to furnish any or all items upon which prices are offered at the price set opposite each item; (iv) Names, titles, and telephone and facsimile numbers (and electronic addresses if available) of persons authorized to negotiate on the offeror’s behalf with the Government in connection with this solicitation; and (v) Name, title, and signature of person authorized to sign the proposal. Proposals signed by an agent shall be accompanied by evidence of that agent’s authority, unless that evidence has been previously furnished to the issuing office. (3) Submission, modification, revision, and withdrawal of proposals. (i) Offerors are responsible for submitting proposals, and any modifications or revisions, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that proposal or revision is due. (ii)(A) Any proposal, modification, or revision received at the Government office designated in the solicitation after the exact time specified for receipt of offers is ―late‖ and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and— (1) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of proposals; or (2) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government’s control prior to the time set for receipt of offers; or (3) It is the only proposal received. (B) However, a late modification of an otherwise successful proposal that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted. (iii) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the proposal wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel. (iv) If an emergency or unanticipated event interrupts normal Government processes so that proposals cannot be received at the office designated for receipt of proposals by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation, the time specified for receipt of proposals will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume. (v) Proposals may be withdrawn by written notice received at any time before award. Oral proposals in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile proposals, proposals may be withdrawn via facsimile received at any time before award, subject to the conditions specified in the provision at 52.215-5, Facsimile Proposals. Proposals may be withdrawn in person by an offeror or an authorized representative, if the identity of the person requesting withdrawal is established and the person signs a receipt for the proposal before award. (4) Unless otherwise specified in the solicitation, the offeror may propose to provide any item or combination of items. (5) Offerors shall submit proposals in response to this solicitation in English, unless otherwise permitted by the solicitation, and in U.S. dollars, unless the provision at FAR 52.225-17, Evaluation of Foreign Currency Offers, is included in the solicitation. (6) Offerors may submit modifications to their proposals at any time before the solicitation closing date and time, and may submit modifications in response to an amendment, or to correct a mistake at any time before award. (7) Offerors may submit revised proposals only if requested or allowed by the Contracting Officer. (8) Proposals may be withdrawn at any time before award. Withdrawals are effective upon receipt of notice by the Contracting Officer. (d) Offer expiration date. Proposals in response to this solicitation will be valid for the number of days specified on the solicitation cover sheet (unless a different period is proposed by the offeror). (e) Restriction on disclosure and use of data. Offerors that include in their proposals data that they do not want disclosed to the public for any purpose, or used by the Government except for evaluation purposes, shall— (1) Mark the title page with the following legend: This proposal includes data that shall not be disclosed outside the Government and shall not be duplicated, used, or disclosed—in whole or in part—for any purpose other than to evaluate this proposal. If, however, a contract is awarded to this offeror as a result of—or in connection with—the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the Government's right to use information contained in this data if it is obtained from another source without restriction. The data subject to this restriction are contained in sheets [insert numbers or other identification of sheets]; and (2) Mark each sheet of data it wishes to restrict with the following legend: Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal. (f) Contract award. (1) The Government intends to award a contract or contracts resulting from this solicitation to the responsible offeror(s) whose proposal(s) represents the best value after evaluation in accordance with the factors and sub-factors in the solicitation. (2) The Government may reject any or all proposals if such action is in the Government’s interest. (3) The Government may waive informalities and minor irregularities in proposals received. (4) The Government intends to evaluate proposals and award a contract without discussions with offerors (except clarifications as described in FAR 15.306(a)). Therefore, the offeror’s initial proposal should contain the offeror’s best terms from a cost or price and technical standpoint. The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. If the Contracting Officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals. (5) The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit cost or prices offered, unless the offeror specifies otherwise in the proposal. (6) The Government reserves the right to make multiple awards if, after considering the additional administrative costs, it is in the Government’s best interest to do so. (7) Exchanges with offerors after receipt of a proposal do not constitute a rejection or counteroffer by the Government. (8) The Government may determine that a proposal is unacceptable if the prices proposed are materially unbalanced between line items or sub-line items. Unbalanced pricing exists when, despite an acceptable total evaluated price, the price of one or more contract line items is significantly overstated or understated as indicated by the application of cost or price analysis techniques. A proposal may be rejected if the Contracting Officer determines that the lack of balance poses an unacceptable risk to the Government. (9) If a cost realism analysis is performed, cost realism may be considered by the source selection authority in evaluating performance or schedule risk. (10) A written award or acceptance of proposal mailed or otherwise furnished to the successful offeror within the time specified in the proposal shall result in a binding contract without further action by either party. (11) If a post-award debriefing is given to requesting offerors, the Government shall disclose the following information, if applicable: (i) The agency’s evaluation of the significant weak or deficient factors in the debriefed offeror’s offer. (ii) The overall evaluated cost or price and technical rating of the successful and the debriefed offeror and past performance information on the debriefed offeror. (iii) The overall ranking of all offerors, when any ranking was developed by the agency during source selection. (iv) A summary of the rationale for award. (v) For acquisitions of commercial items, the make and model of the item to be delivered by the successful offeror. (vi) Reasonable responses to relevant questions posed by the debriefed offeror as to whether source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities were followed by the agency. (End of provision) SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS OR RESPONDENTS (continued) L.2 ENTIRE PROPOSAL SUBMISSION a) When submitting offers in response to this solicitation, the following submission format is required: 3 copies of Proposal (including all required documentation) – Two (2) hardcopies - Original, plus one copy and One (1) electronic version, CD format (b) Prepare the proposals simply and economically, providing a straightforward, concise delineation of capabilities to perform satisfactorily the contract being sought. Your offer should therefore be practical, legible, clear, and coherent. For evaluation purposes, any documentation that cannot be easily read or understood by the USMS evaluators will not be evaluated. Failure to submit required documentation may lead to your proposal being rejected. Each proposal shall be bound (3-ring binders will not be accepted) and organized logically to include: (1) (2) (3) Short introduction and summary; Table of Contents, which list major areas; Documentation required in accordance with evaluation factors and solicitation terms (c) (d) (e) Proposals are due to the Contracting Officer no later than 2:00 p.m. EST on Friday, January 23, 2009, and are to be sent via one of the express carriers (i.e. Federal Express, UPS) to ensure receipt by solicitation closing date and time. FAXED PROPOSALS WILL NOT BE ACCEPTED. Fedex or UPS Mailing Address UNICOR, Federal Prison Industries, Inc. Attn: Jennifer Cutshall 772 St. Joseph Road Loretto, PA 15940 L.3 ORAL PRESENTATIONS In accordance with FAR 15.102 (d), oral presentations will be required of each offeror determined to be in the competitive range. Oral presentations will include: a. overview of company qualifications/experience b. details of experience in merger and acquisition transactions c. details of proposed marketing plan for the sale of AWD and all affiliates Presentations will be limited to twenty (20) minutes in length. Date, location and time for oral presentations will be determined at a later date. L.4 RESPONSIBILITY DETERMINATION (a) Pursuant to Part 9.104-1 of the Federal Acquisition Regulations, the minimum standards set forth below will be evaluated by the Contracting Officer to determine responsibility of each offeror responding to this solicitation. Responsibility factors include, but are not limited to, the following: (1) The offeror has adequate financial resources, or the ability to obtain such resources as required during performance of the contract. (2) The offeror is able to comply with the required or proposed delivery or performance schedule, taking into consideration all existing business commitments, commercial as well as Government. (3) The offeror has a satisfactory record of performance. (4) The offeror has a satisfactory record of integrity and business ethics. (5) The offeror has the necessary organization, experience, accounting and operational controls, and technical skills, or the ability to obtain them. (6) The offeror has the necessary production, construction, and technical equipment and facilities, or the ability to obtain them. (7) The offeror is qualified and eligible to receive an award under applicable laws and regulations. L.5 NOTICE OF AWARD Information concerning competitive solicitations will be disclosed to offerors in accordance with regulations applicable to negotiated procurement. It is anticipated that there will be no debriefing of unsuccessful offerors, unless specifically requested. L.6 DISPOSITION OF PROPOSALS After the contractor has been selected, unsuccessful proposals will be disposed of as follows: One (1) copy of each proposal will be retained at the issuing office and the remaining copies will be destroyed. No destruction certificate will be furnished. L.7 FAR 52.216-01 TYPE OF CONTRACT (APR 1984) The Government anticipates award of a commission-based contract resulting from this solicitation; however, alternative pricing proposals are invited and will be considered if determined to be in the Government’s best interest. SECTION M EVALUATION FACTORS FOR AWARD M.1 CONTRACT AWARD (a) Award will be made to the responsible offeror whose proposal, conforming to this solicitation, provides the Government the best value. (b) The Government may award a contract based on initial offers received, without discussing the offers. Each initial offer should be submitted with the most favorable price terms that the offeror can give to the Government. The Government intends on making a single award as a result of this solicitation. Offerors shall furnish unit prices for all line items and quantities set forth in the Price Schedule – Section B. Any offeror that does not furnish unit prices for all line items and quantities set forth in the schedule will be considered to be nonresponsive and eliminated from contention for this award. The Government reserves the right to reject any or all proposals. M.2 EVALUATION FACTORS FOR AWARD Listed in order of importance: 1. Demonstrated experience in initiating, preparing an offering circular, and overseeing the entire merger and acquisition (M&A) process of business organizations. The sale proceeds for the majority of each business sold should have been in excess of $50 million, and the annual sales of the majority of businesses sold should have been in excess of $65 million. 30% 2. Demonstrated experience in initiating, preparing an offering circular, and overseeing the entire M&A process of at least one trash-oriented business having an annual sales volume of not less than $65 million. 20% 3. Demonstrated experience in transacting the closing of business mergers and acquisitions. Closing includes the legal preparation of all closing documents, including the purchase agreement. Demonstrated experience should also include the closing of a business containing multiple corporations and located in several areas. Demonstrated experience should include references and other evidence of transaction closings. 20% 4. Fees and an estimate of other expenses in providing the above services. 20% 5. Oral presentation detailing experience with mergers and acquisitions, and details of marketing plan for the sale of AWD and its affiliates. 10% 100 percentage points – Total ATTACHMENT A - DEFINITIONS The following terms and acronyms are provided to facilitate understanding of the requirements of this solicitation: Broker/Merger and Acquisition Specialist: An entity or individual experienced in the sale of operating businesses. Compensation: An agreed upon fee and/or percentage commission paid by the seller to the Broker/Merger and Acquisition Specialist for services performed in the sale of the business. Contract: A bilateral agreement between two or more parties, enforceable by law, that obligates the seller furnish something, and obligates the buyer to pay for it. Contracting Officer (CO): A person authorized to enter into, administer, and/or terminate contracts and make related determinations and findings. Contracting Officer’s Technical Representative (COTR): A Government staff member designated in writing by the CO. The COTR responsibilities are also delineated in writing by the CO, and will be provided to the contractor upon award of the contract. Contracting Manager: An individual assigned by the Contractor who has full authority to act for the Contractor on all contract matters that relate to the daily operations of the contract. The contract representative shall be a single point of contact for all functional, technical and contractrelated services. Evaluation Criteria: Are used to assess offerors’ proposals and to select the Contractor. The evaluation should typically strive to select the offeror that will most likely provide the best value (combination of price, technical and past performance) to the agency. Federal Acquisition Regulation (FAR): A Federal regulation that implements procurementrelated statutes and governs Government procurement. Fixed-Price Contract: A contract where the contractor agrees to deliver supplies or services at the times specified, for an agreed upon price that cannot be changed unless the Government modifies the contract. Negotiations: Written or oral discussions that are usually conducted with the selected offeror to settle cost and other terms which will be incorporated into the resultant contract. Offer: A response to a solicitation that, if accepted, would bind the offeror to perform the resultant contract. Responses to Requests for Proposals (negotiation) are offers called ―proposals‖. Proposal Evaluation Factors: Factors against which proposals are evaluated. The Request for Proposal (RFP) must explain these factors and their order of importance. Services: The performance of identifiable tasks rather than the delivery of an end item of supply. Services also include tasks that are delivered under a contract where the primary purpose of the contract is to provide supplies. Sub-Contractor: Any supplier, distributor, vendor, professional or firm that furnishes supplies or services to or for a prime contractor or another sub-contractor. ATTACHMENT A - Continued Task Order: A written order to provide services and levels of expertise at the negotiated price under the contract. The Government will issue task orders that include all or some of the items listed in the Contract Line Item Number (CLIN) Table, or other requirements not listed that are similar in nature and fall within the broad description under each CLIN. Technical Evaluation: The measurement of a technical proposal against the technical requirements and the rating factors in the solicitation. Cost may be considered as an indicator of understanding of the technical requirements. ACRONYMS AFD - Asset Forfeiture Division AFF - Asset Forfeiture Fund AUSA - Assistant United States Attorney CAR - Current Assignment Roster CO - Contracting Officer COTR - Contracting Officer’s Technical Representative DOL - Department of Labor DOJ - Department of Justice QA - Quality Assurance QAE - Quality Assurance Evaluator QC - Quality Control SOW - Statement of Work USMS - United States Marshals Service USAO - United States Attorney’s Office