SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS
OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30
1. REQUISITION NO.
Z-00045
PAGE 1 OF 10
2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NO.
DABV01-04-Q-2402
6. SOLICITATION ISSUE DATE
25 MAY 2004
7. FOR SOLICITATION
INFORMATION CALL
a. NAME
MICHAEL ALBERS
W910U1 b. TELEPHONE NO. (No collect calls)
703-243-9201
8. OFFER DUE DATE/LOCAL TIME
09 JUN 2004, 5:00 pm
9. ISSUED BY CPA Contracting Activity
Republican Presidential Compound
Baghdad, Iraq
APO AE 09316 CODE 10. THIS ACQUISITION IS UNRESTRICTED
SET ASIDE: 100% FOR
SMALL BUSINESS
SMALL DISADV.
BUSINESS
Iraqi Owned Business SIC:
SIZE STD:
11. DELIVERY FOR FOB DESTINATION UNLESS
BLOCK IS MARKED
SEE SCHEDULE
12. DISCOUNT TERMS
13a. THIS CONTRACT IS A RATED ORDER
UNDER DPAS (15 CFR 700)
13b. RATING
14. METHOD OF SOLICITATION
RFQ IFB RFP
15. DELIVER TO CODE See SF 1449 Continuation 16. ADMINISTERED BY CODE
Same as Block 9
17a. CONTRACTOR/ CODE
OFFEROR
FACILITY
CODE 18a. PAYMENT WILL BE MADE BY CODE
Chief Financial Officer
Republican Presidential Compound
Baghdad, Iraq
APO AE 09316
Invoicing@orha.centcom.mil
17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT
SUCH ADDRESS IN OFFER
19.
ITEM NO.
20.
SCHEDULE OF SUPPLIES/SERVICES
18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS
BLOCK BELOW IS CHECKED SEE ADDENDUM
21.
QUANTITY
22.
UNIT
23.
UNIT PRICE
24.
AMOUNT
Maintenance and Repair of Instruments
Compressed Air System (Hartha Thermal
Power Plant)
See Schedule, Page 2
(Attach Additional Sheets as Necessary)
25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)
27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.
27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.
28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _____ COPIES TO
ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET
29. AWARD OF CONTRACT: REFERENCE ___________________ OFFER
DATED ______________. YOUR OFFER ON SOLICITATION (BLOCK 5),
INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH
FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT
HEREIN, IS ACCEPTED AS TO ITEMS:
TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.
30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)
31b. NAME OF CONTRACTING OFFICER (TYPE OR
PRINT)
31c. DATE SIGNED
30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 32a. QUANTITY IN COLUMN 21 HAS BEEN
33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED
CORRECT FOR
ACCEPTED, AND CONFORMS TO THE
RECEIVED INSPECTED CONTRACT, EXCEPT AS NOTED PARTIAL FINAL
32b. SIGNATURE OF AUTHORIZED GOVT
REPRESENTATIVE
32c. DATE 36. PAYMENT COMPLETE PARTIAL FINAL
37. CHECK NUMBER
38. S/R ACCOUNT NO. 39. S/R VOUCHER NO. 40. PAID BY
42a. RECEIVED BY (Print)
41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT
41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42b. RECEIVED AT (Location)
42c. DATE REC’D (YY/MM/DD) 42d. TOTAL CONTAINERS
AUTHORIZED FOR LOCAL REPRODUCTION SEE REVERSE FOR OMB CONTROL STANDARD FORM 1449 (10-95)

SF 1449 Continuation DABV01-04-Q-2402
Item
No. Schedule of Supplies & Services Quantity Unit Unit Price Amount
Maintenance and Repair of Instruments Compressed
Air System (Hartha Thermal Power Plant)
0001
The performance required under this contract is included
within the Scope of Work as described below and
encompasses all necessary equipment, labor, materials
and services to maintain and repair Hartha Thermal Power
Plant Instrument Compressed Air System.
1 Man
days
0002 Material 1 Lot
SPECIAL INSTRUCTIONS FOR OFFERORS
This procurement is designated as an Iraqi Business Set-Aside. This procurement is reserved exclusively for award to an
Iraqi business. Only Iraqi owned businesses may participate in this solicitation.
Note: Solicitation Terms and Conditions, Paragraph 1.d. below. Offers shall contain technical information, e.g.
documentation, drawings, cut sheets, catalog information, etc in sufficient detail to evaluate compliance with the
requirements in the solicitation.
Submit all offers under this solicitation in $ US Dollars. The CPA reserves the right to remove from competition any offer not
provided in $US Dollars.
Potential bidders are strongly encouraged to perform a pre-bid site visit/walk-down at Hartha Thermal Power Plant
to assess the current installation to allow the preparation of a realistic and accurate proposal. Pre-bid walk-down
schedule will be coordinated by the Contracting Officer's on site Hartha plant POC/COR. Offerors must contact the Hartha
plant POC/COR to gain access to the job site prior to the schedule Pre-Bid walk-down. The Pre-bid walk-down is scheduled
for 2 June 2004 and shall begin @ 1000 local Iraqi time and continue until the plant has been fully assessed by all potential
offerors. Offerors shall check in with the Hartha plant POC/COR at least 30 minutes before scheduled plant walk-down.
The plant POC/COR is Mr. R. Zarbo and he can be contacted at 1 (312 ) 869-2421 ext. 1204, Kuwaiti cell: + 964 -
780-101-8550, or razarbo@bechtel.com . Alternate is Rafat Matti +964-780-101-8551 or rsmatti@bechtel.com . All
cost for transportation, lodging, food, etc. associated with the pre-bid site visit/walk-down shall be the responsibility of the
potential offerors.
BACKGROUND
1.1 Instrument Compressed Air System
Compressed air widely used in Hartha Thermal Power Plant to operate control instruments and for servicing
purposes. Moisture in compressed air can lead to scaling, rust, frozen lines, wear, and malfunctioning controls
and air logic devices. The compressed air system for instruments must supply oil-free, water/moisture free
compressed air, in order to have all instruments and instrument piping functioning properly. In doing so, the
system contributes to the overall safe operation and availability of the plant.
1.2 ORIGINAL Design of Compressed Air Systems
Mitsubishi’s original design of compressed air systems at Hartha Thermal Power Plant (Which consisted of four
units originally) had the following main components:
1.2.1 Instrument Air System
- Four ISHIKAWAJIMA-HARIMA Heavy Industries Company class WN-112SF model B Instrument Air
Reciprocating Compressors (340 CFM each) per Unit.
- Two DAIDO Steel Co. model AIR-150-SP (212 CFM each) instrument air dryers / Two instrument air
reservoir tanks (Capacity 6.28 m3 each) / Two air separators per Unit.
1.2.2 House Service Air System
- Two House Service Air Compressors (950 CFM each) per Unit.
- Two house service reservoir tanks per Unit.
1.2.3 Control System
- Two Compressor Control Panels / Two Dryer Control Panels.
- Compressed air from all units is cross-connected to form a pipe network through manually-operated
valves, in order to operate the plant from a single output in case of emergencies.
1.3 CURRENT Installation of Compressed Air System
The CURRENT installation of compressed air systems at Hartha Thermal Power Plant (Only Unit #1 and Unit #4
are operational) includes the following main components:
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SF 1449 Continuation DABV01-04-Q-2402
1.3.1 Instrument Air System
- Two Atlas Copco model ZR-132 (649 CFM each, 10 bar maximum working pressure) water-cooled
Instrument Air Compressors per Unit.
- Two Daido Steel Co. model AIR-150-SP (212 CFM each) instrument air dryers / Two instrument air
reservoir tanks (Capacity 6.28 m3 each) / Two air separators per Unit.
1.3.2 House Service Air System
- One Atlas Copco model ZR-160 (818 CFM each, 10 bar maximum working pressure) water-cooled
Service Air Compressor per Unit.
- Two service air reservoir tanks per Unit.
1.3.3 Control System
- Two Compressor Control Panels / Two Dryer Control Panels.
SCOPE OF WORK
The scope of work is described below and encompasses all necessary equipments, materials and services to maintain
and repair Hartha Thermal Power Plant Instrument Compressed Air System.
Hartha Thermal Power Plant is located 20 kilometers North of Basrah City, IRAQ, which was constructed during
the late 1970’s by Mitsubishi Heavy Industries. Plant has four 200 MW units with only two units (Unit #1 and Unit
#4) functional. Due to aging of plant’s instruments, compressors, valves and pipes, and replacement of original
instrument air compressors with new Atlas Copco compressors, it was determined that instruments compressed air
contains unacceptable percentage of moisture/water content, which effectively reduces instruments reliability, age
and availability of units.
2.1 Requirements
2.1.1 2.1.2 2.1.3 2.1.4 2.1.5 2.1.6 2.1.7 2.1.8 2.1.9 Contractor shall be an authorized, licensed Atlas Copco Company representative.
Potential bidders are strongly encouraged to perform a pre-bid site visit/walk-down at Hartha Thermal
Power Plant to assess the current installation to allow the preparation of a realistic and accurate proposal.
Pre-bid walk-down schedule will be coordinated by the Contracting Officer's on site Hartha plant
POC/COR. Offerors must contact the Hartha plant POC/COR to gain access to the job site prior to the
schedule Pre-Bid walk-down. The Pre-bid walk-down is scheduled for 2 June 2004 and shall begin @
1000 local Iraqi time and continue until the plant has been fully assessed by all potential offerors.
Offerors shall check in with the Hartha plant POC/COR at least 30 minutes before scheduled plant walk-
down. The plant POC/COR is Mr. R. Zarbo and he can be contacted at 1 (312 ) 869-2421 ext. 1204,
Kuwaiti cell: + 964 - 780-101-8550, or razarbo@bechtel.com . Alternate is Rafat Matti +964-780-
101-8551 or rsmatti@bechtel.com. All cost for transportation, lodging, food, ...... ect. associated with
the pre-bid site visit/walk-down shall be the responsibility of the potential offerors.
Contractor shall service (4) Four (two per Unit) existing Atlas Copco model ZR-132 water-cooled
instrument air compressors (649 CFM each, 10 bar maximum working pressure), supply, calibrate,
program, and replace malfunctioning parts in these air compressors (see Attachment -1-).
Contractor shall supply, install, and commission the following accessories for all existing Atlas Copco
model ZR-132 water-cooled instrument air compressors:
Automatic water shut-off valves.
Heavy-duty inlet filters.
Atlas Copco model WSD-750 Water Separator after each compressor air outlet (see Attachment -2-).
Contractor shall provide serviceable spare-parts for (3) three years of operation for these air-compressors
(specify in bid, quantity offered). Include any Atlas Copco specific oils, sensors, electronic control cards,
quick wear items, ...etc.
Contractor shall supply, install, and commission Atlas Copco model ES Millennium ES3000-X
integrated control and monitoring system (see Attachment -3-) with the necessary accessories and software
to remotely monitor and control all instrument air compressors. The monitoring / control should be done
using a Personal Computer(s) (supplied with the accessories) installed at the main control room for Unit #1
and Unit #4 at Hartha Thermal Power Plant (Turbine Deck), along with Laser Printer(s). ES Millennium
Software to control and monitor these compressors should be installed, programmed, and tested properly
at every personal computer installed.
Contractor shall provide technical training for plant Controls Department Personnel on using and
programming the ES Millennium Software to control and monitor instrument air compressors.
Contractor shall supply and install all the necessary pre-approved Manual Drain Valves, Drain Traps,
and Automatic Drain Valves to replace the malfunctioned valves. Provide a minimum of (6) Six per Unit
and unit price for additional electronic drains. Additional drain valves may be identified and shall be pre-
approved by the CPA Contract Officer prior to supply and installation.
Contractor shall supply, install, and commission (4) Four new Atlas Copco model BD-260 heat
reactivated absorption dryers (551 CFM each, see Attachment -4-) to replace the existing malfunctioning
dryers. The new dryers must be supplied complete with full options and with serviceable spare-parts /
desiccant for (3) three years of operation.
3

SF 1449 Continuation DABV01-04-Q-2402
2.1.10 2.1.11 2.1.12 2.1.1 2.1.2 2.1.3 2.1.4 2.1.5 Contractor shall supply, install, and commission the following accessories for all newly supplied Atlas
Copco model BD-260 heat reactivated adsorption dryers:
Dew point control including indication.
Pressure dew point -70°C (Minus Seventy) option.
Insulation of drying towers.
Minimum pressure valve control at dryer outlet.
Contractor shall supply, install, and commission Atlas Copco model PD-260 High efficiency coalescing
and particulate filters (see Attachment -5-) before and after each dryer (Total of (8) Eight filters are
required). Filters must be supplied with full standard options of :
Voltage-Free Contacts
Serial Connection Kits
Wall Mounting Kits
Quick Couplings
Electronic Water Drains
Differential Pressure Gauges.
Contractor shall clean, refurbish, and coat internals surfaces of (4) Four existing instrument air
reservoir tanks (Capacity 6.28 m3 each) and have all drain valves replaced with Atlas Copco model EWD-
330C electronic condensate drains (see Attachment -6-). Coating shall be compatible with compressed
air service.
Contractor shall provide technical training to all Hartha Power Plant Operators on operation and
servicing of Atlas Copco air compressors and dryers.
All parts for air-compressors shall be genuine Atlas Copco parts.
Contractor shall remove old equipment and dispose of residue properly.
Contractor shall be responsible for civil site work as required to support installation of new equipment.
After award and prior to installation, the Contractor shall submit the proposed layout of Hartha Thermal
Power Plant to the contracting officer for approval of new equipments.
2.2 SECURITY
Contractor shall provide all security services necessary to protect Contractor employees and equipment on site.
2.3 UNEXPLODED ORDNANCE
The power plant property is considered cleared, however, should previously undetected unexploded ordnance be
detected, Contractor shall report the discovery to the COR immediately, flag and stop all works in the area
immediately, and wait until UXO’s properly disposed.
2.4 COORDINATION AND INTERFACE WITH OTHERS
2.4.1 Contractor shall be responsible for coordinating its employees in an orderly fashion for implementation of
work described herein.
2.4.2 Contractor shall provide such information necessary to establish the progress of the work and document
expenditures for completion of the effort. Weekly status reports and updated schedule shall be submitted
to the contracting officer or his on-site representative for approval, as directed by the contracting officer
after award.
3. SPECIFICATIONS
The Contractor shall supply and submit the specifications for all equipments and materials proposed for the
instrument compressed air system to the contracting officer with the bid.
4. CODES, AND STANDARDS
The requirements of this contract are based on conformance with all relevant ANSI, IEEE, ASTM, ASME, NFPA,
AISE, ASCE, JIS, DIN and other applicable standards and all local regulations in effect. These relevant standards
shall be identified by the Contractor as determined in the implementation.
5. SPECIFICATIONS, DRAWINGS AND DOCUMENT REQUIREMENTS
5.1 SUBMITTALS (Contractor required to submit the following:)
5.1.1 Technical Training Plan: Contractor required specifying detailed plan with the bid for Number of Trainees,
Period of Training, Course Outlines involved ...etc.
5.1.2 DOCUMENTS
• Evaluation, Calibration and Recommendations for the existing field instruments.
• Determination of any additional requirements for correct dry and safe operation of plant instrument air
system.
4

SF 1449 Continuation DABV01-04-Q-2402
5.1.3 Contractor shall supply Three (3) Complete Sets of Hard Copies and (1) One Electronic Copy (on a
Compact Disk) of Documentation and Technical Drawings related to the compressed air system and
supplied equipment
IDENTIFICATION OF CORRESPONDENCE: All correspondence and data submitted by the contractor under this
Solicitation shall reference the Solicitation number.
Packaging – Marking
Packing/Marking Instructions:
1. All shipments shall be marked “Iraq Reconstruction Program” and
“Shipment in transit for Humanitarian Purposes”
2. The contract no. DABV01-04-M-____ shall be clearly and visibly printed on each package, bundle, pallet, and container.
Customs Levy Exemption. The contractor shall prepare the Reconstruction Levy Exemption Form at the Logistics Tab on
www.Rebuilding-Iraq.net for any shipments of materiel or equipment imported into Iraq in performance of this Task Order.
The completed form must accompany each shipment into Iraq and a copy emailed to pmo-sloc@baghdadforum.com
Delivery
Mobilization Deployment & Commencement of Operations: the offeror shall enter the number of days following the date
of contract that it will mobilize, deploy, and commence operations at the plant: .
Period of Performance: the contractor shall enter its proposed period of performance (number of days) herefollowing:
for a period of (x = period of
Contract Administration
Payment:
Payment will be by an irrevocable Letter of Credit. The Contractor may submit an invoice against the Letter of
Credit in accordance with the Contract terms.
The balance due ($ USD) will be paid by average monthly payments plus actual material costs expended that
month via Letter of Credit to the Vendor’s Advising Bank NET 30 Days upon COR concurrence on the monthly
invoice.
Initial LC costs and those costs attributed to the contract modifications generated by the government entity will
be paid by the government entity. Costs attributable to Contractor requests are the responsibility of the
Contractor. Partial deliveries and partial payments are authorized.
The Letter of Credit will be made out to the benefit of performance plus 30-60 days) months after the date of contract award, as follows:
Bank Name:
Name
Address
SWFT code
POC
Telephone
email
Company:
Name
Address
POC
Tel
Fax
Email
5

SF 1449 Continuation DABV01-04-Q-2402
CONTRACT AND GRANT PROCEDURES
APPLICABLE TO VESTED AND SEIZED IRAQI PROPERTY AND
DEVELOPMENT FUND FOR IRAQ
Standard Terms and Conditions for Solicitations and Contracts in Excess of $5,000
Solicitation Terms and Conditions
1. Submission of Offers. The contractor will submit signed and dated offers to the office specified in this solicitation at or
before the exact time specified in the solicitation. Offers may be submitted on letterhead stationery or as otherwise
specified in the solicitation. At a minimum, offers must show:
a. The solicitation number.
b. The time specified in the solicitation for receipt of offers.
c. The name, address, and telephone number of the offeror.
d. A technical description of the items being offered in sufficient detail to evaluate compliance with the
requirements in the solicitation. This may include product literature, or other documents, if necessary.
e. Terms of any express warranty.
f. Price and any discount terms.
g. Payment address (if different from mailing address)
h. Acknowledgment of solicitation amendments (if any)
i. Past performance information, when included as an evaluation factor, to include recent and relevant contracts for
the same or similar items and other references (including contract numbers, points of contact with telephone
numbers, and other relevant information)
j. A statement specifying the extent of agreement with all terms, conditions, and provisions included in the
solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of
the solicitation may be excluded from consideration.
2. Period for Acceptance of Offers. The offeror agrees to hold the prices in its offer firm for 30 calendar days from the
date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.
3. Product Samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified
for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense, and
returned at the sender’s request and expense, unless they are destroyed by preaward testing.
4. Multiple Offers. Offerors are encouraged to submit multiple offers presenting alternative terms and conditions or items
for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.
5. Late Submissions, Modifications, Revisions, and Withdrawals of Offers.
a. Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach
the Contracting Officer designated in the solicitation by the time specified in the solicitation. If no time is specified in the
solicitation, the time for receipt is 1630 hours, local time, for the designated contracting office on the date that offers or
revisions are due.
b. Any offer, modification, revision, or withdrawal of an offer received at the contracting 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 contracting office not later than 1700 hours one working day prior to the
date specified for receipt of offers, or
2) there is acceptable evidence to establish it was received at the location designated for the receipt of
offers and was under government control prior to the time set for receipt of offers, or
3) if the solicitation was a request for proposals, it was the only proposal received.
c. However, a late modification of an otherwise successful offer that makes the offer’s terms more favorable to the
contracting organization issuing the solicitation will be considered at any time it is received and may be accepted.
d. Acceptable evidence to establish the time of receipt at the contracting office includes the time/date stamp of that
installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or
statements of contracting office personnel.
e. If an emergency or unanticipated event interrupts normal processes so that offers cannot be received at the
contracting office designated for receipt of offers by the exact time specified in the solicitation, and urgent requirements
preclude amendment of the solicitation or other notice of the extension of the closing date, the time specified for receipt of
offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which
normal processes resume.
f. Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers.
Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may
be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions
specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized
representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is
6

SF 1449 Continuation DABV01-04-Q-2402
established and the person signs a receipt for the offer.
6. Contract Award. The Contracting Officer intends to evaluate offers and award a contract without discussions with
offerors. Therefore, the offeror’s initial offer should contain the offeror’s best terms from a price and technical standpoint.
However, the Contracting Officer reserves the right to conduct discussions if later determined by the Contracting Officer to
be necessary. The Contracting Officer may reject any or all offers if such action is in the public interest; accept other than
the lowest-priced offer; and waive informalities and minor irregularities in offers received.
7. Multiple Awards. The Contracting Officer may accept any item or group of items of an offer, unless the offeror qualifies
the offer by specific limitations. Unless otherwise provided in the schedule, offers may not be submitted for quantities less
than those specified. The Contracting Officer reserves the right to make an award on any item for a quantity less than the
quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.
8. Evaluation. The Contracting Officer will award a contract resulting from this solicitation to the responsible offeror whose
offer conforming to the solicitation will be most advantageous to the contracting activity, price and other factors considered.
The following factors shall be used to evaluate offers.
9. Options. The Contracting Officer will evaluate offers for award purposes by adding the total price for all options to the
total price for the basic requirement. The Contracting Officer may determine that an offer is unacceptable if the option
prices are significantly unbalanced. Evaluation of options shall not obligate the Contracting Officer to exercise the option(s).
10. Notice of Award. A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful
offeror within the time for acceptance of the offer, shall result in a binding contract without further action by either party.
Before the offer’s scheduled expiration time, the Contracting Officer may accept an offer (or part of an offer) whether or not
there are negotiations after its receipt, unless a written notice of withdrawal is received before award.
11. Protests. A contractor wishing to object to the terms of a solicitation, the termination of a solicitation, the award of a
contract, or the termination of the award of a contract, shall present the matter to the Contracting Officer for an initial
decision. The contractor shall state to the Contracting Officer the basis for the protest. If the contractor does not agree with
the Contracting Officer’s initial decision, the Contractor may appeal the initial decision to the Head of Contracting Activity,
CPA, for resolution. The decision of the Head of Contracting Activity, CPA, shall be the final decision in the matter.
12. Reserved
Contract Terms and Conditions
13. Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements
of this contract. The Contracting Officer reserves the right to inspect or test any supplies or services that have been
tendered for acceptance. The Contracting Officer may require repair or replacement of nonconforming supplies or
reperformance of nonconforming services at no increase in contract price. The Contracting Officer must exercise the post-
acceptance rights:
a. Within a reasonable time after the defect was discovered or should have been discovered, and
b. Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.
14. Assignment. The Contractor shall not assign, transfer, or make any other disposition of this Contract, or any part
thereof, without the prior written consent of the Contracting Officer.
15. Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.
16. Disputes. This contract is not subject to the Contract Disputes Act of 1978, as amended (41 U.S. Code, Sections 601-
613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal, or
action arising under or relating to this contract shall be a dispute to be resolved in accordance with the United States
Federal Acquisition Regulation Clause 52.233-1, Disputes, which is incorporated herein by reference except that appeals
from final decisions of a Contracting Officer may only be appealed to the U.S. Armed Services Board of Contract Appeals
(ASBCA). The decision of the ASBCA shall be final. The contractor shall proceed diligently with performance of this
contract, pending final resolution of any dispute arising under the contract.
17. Excusable Delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence
beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public
enemy, acts of the Governmental activity in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting
Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full
particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give
written notice to the Contracting Officer of the cessation of such occurrence.
18. Invoice. The Contractor shall submit an original invoice and three copies (or electronic invoice if authorized) to the
address designated in the contract to receive invoices. The invoice must include:
a. Name and address of the Contractor.
b. Invoice date and number.
7

SF 1449 Continuation DABV01-04-Q-2402
c. Contract number, contract line item number, and, if applicable, the order number.
d. Description, quantity, unit of measure, unit price, and extended price of the items delivered.
e. Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on a bill
of lading.
f. Terms of any discount for prompt payment offered.
g. Name, title, and phone number of person to notify in event of defective notice.
19. Patent Indemnity. The Contractor shall indemnify the Government agency involved in this contract and its officers,
employees, and agents against liability, including costs, for actual or alleged direct or indirect contributory infringement of, or
inducement to infringe, any patent, trademark, or copyright, arising out of the performance of this contract, provided the
Contractor is reasonably notified of such claims and proceedings.
20. Payment. Payment shall be made for items accepted by the Contracting Officer that have been delivered to the delivery
destinations set forth in this contract. In connection with any discount offered for early payment, time shall be computed
from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been
made on the date which appears on the payment check or the specified payment date if an electronics fund transfer
payment is made.
21. Risk of Loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under
this contract shall remain with the Contractor until, and shall pay to the Contracting Officer upon:
a. Delivery of the supplies to a carrier, if transportation is f.o.b. origin.
b. Delivery of the supplies to the Contracting Officer or a representative at a destination specified in the contract, if
transportation is f.o.b. destination.
22. Taxes. The contract price includes all applicable taxes and duties.
23. Termination for Convenience. The Contracting Officer reserves the right to terminate this contract, or any part hereof,
for the sole convenience of the Government activity. In the event of such termination, the Contractor shall immediately stop
all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to
the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the
work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the
satisfaction of the Contracting Officer using its standard record keeping system, have resulted from the termination. The
Contracting Officer, upon reasonable advanced notice, may inspect the financial records relating to this Contract including
the amounts paid to subcontractors and the locations where any portion of the Contractor’s performance occurs. The
Contracting Officer may review the Contractor’s financial statements upon request.
24. Termination for Cause. The Contracting Officer may terminate this contract, or any part hereof, for cause in the event
of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide
the Contracting Officer, upon request, with adequate assurances of future performance. In the event of termination for
cause, the Government agency shall not be liable to the Contractor for any amount of supplies or services not accepted,
and the Contractor shall be liable for any and all rights and remedies provided by law. If it is determined that the Contracting
Officer improperly terminated this contract for cause, such termination shall be deemed a termination for convenience.
25. Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the
Government agency upon acceptance, regardless of when or where the Government agency takes physical possession.
26. Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for
the particular purpose described in this contract.
27. Immunities. Except as provided in this contract, the Government of Iraq or its agents, including the CPA or other
governmental agencies, have not waived any of their privileges or immunities.
28. Legal Status. The Contractor is an independent contractor. The Contractor’s employees will not be considered
government employees for any purpose. The Contractor is solely responsible for compensation agreements with
employees.
29. Contractor’s Responsibility for Employees. The Contractor is responsible for the professional and technical
competence of its employees and will select reliable individuals who will perform effectively in the implementation of this
Contract, respect the local customs, and conform to a high standard of moral and ethical conduct. The Contracting Officer
may require that the Contractor remove from the job employees who endanger persons or property, or whose continued
employment under this contract is inconsistent with the interest of military security.
30. Subcontracting. Except as authorized in this contract, the Contractor may not subcontract any portion of the
performance of this Contract to another without the prior written consent of the Contracting Officer. The terms of any
subcontract will be subject to and conform with the provisions of this Contract.
31. Indemnification. The Contractor shall defend, indemnify, and hold harmless all government entities involved in this
contract, together with the entities’ officers, agents, and employees from and against all suits, claims, or liabilities of any kind
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SF 1449 Continuation DABV01-04-Q-2402
arising out of acts or omissions of the Contractor, its employees, or the Contractor’s subcontractors.
32. Insurance. The Contractor represents and warrants that it shall maintain appropriate insurance including general
commercial liability and workers compensation coverage in an adequate amount to cover third parties claims arising from or
in connection with this Contract. Upon request, the Contractor will provide satisfactory evidence of the insurance required
under this article.
33. Use of Names and Symbols. Except as required by this Contract, the Contractor will not advertise or otherwise makes
public the fact that it is a contractor to the governmental entity in this Contract, nor will the Contractor use the name or
emblem of the governmental entity for commercial purposes.
34. Limitation of Liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the
governmental entity for consequential damages resulting from any defect or deficiencies in accepted items.
35. Inconsistency between English Version and Translation of Contract. In the event of inconsistency between any
terms of this contract and any transaction into another language, the English language meaning shall control.
36. Correspondence in English. The Contractor shall ensure that all contract correspondence that is addressed to the
governmental entity awarding this contract is submitted in English or with an English translation.
37. Conflicts of Interest. The Contractor warrants that no governmental official has received or will be offered by the
Contractor any direct or indirect benefit in connection with or arising from the award of this contract. The Contractor agrees
that any breach of this provision is a breach of an essential term of this Contract.
38. Order of Precedence (except for Construction Contracts). Any inconsistencies in this solicitation or contract shall be
resolved by giving precedence in the following order:
a. The schedule of supplies/services.
b. The Assignments, Disputes, Payments, Invoice, Other Compliances clauses of this contract.
c. Addenda to this solicitation or contract, including any license agreements for computer software.
d. Solicitation provisions (if this is a solicitation)
e. The other standard clauses in this contract.
f. Other documents, exhibits, and attachments.
g. The specification (the narrative description of the work)
39. Other Compliances. The Contractor shall comply with all applicable laws, rules, and regulations applicable to its
performance under this contract.
40. Source of Funds. The obligation under this contract is made with Iraqi Funds, as defined in CPA Memorandum
Number 4, dated 19 August 2003. No funds, appropriated or other, of any Coalition country are or will be obligated under
this contract.
41. Option to Extend the Term of the Contract.
a. The governmental entity awarding this contract may extend the term of this contract by written notice to the
Contractor within days (insert number of days) prior to the end of the term of the contract, or the end of any option
period previously exercised under the contract; provided that the Government entity gives the Contractor a preliminary
written notice of its intent to extend at least (insert number of days) before the contract period (including option
periods exercised) expires. The preliminary notice does not commit the governmental entity to an extension. If the
Government exercises this option, the extended contract shall be considered to include this clause.
b. At the end of the contract period, or at the end of the final option period under this contract, whichever is
later, if the governmental entity requires continued performance of services within the limits and at the rates specified in the
contract, the governmental entity may extend the period of performance under this contract for an additional period not to
exceed six months, by giving written notice to the Contractor at least days before the end of the contract period or the
end of the final option period exercised, whichever is later.
42. Liquidated Damages.
a. If the Contractor fails to perform within the time specified in this contract, the Contractor shall, in place of actual
damages, pay to the governmental entity liquidated damages of $ per calendar day of delay.
b. If the governmental entity terminates this contract in whole or in part under the Termination for Cause clause, the
Contractor is liable for liquidated damages accruing until the governmental entity reasonably obtains similar delivery or
performance. These liquidated damages are in addition to excess costs of repurchase under the Termination for Cause
clause.
c. The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond
the control and without the fault or negligence of the Contractor as defined in the Excusable Delay clause.
43-54 Reserved.
55. Alternate Disputes Resolution. The parties to this contract agree that swift, inexpensive and amicable resolution of
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SF 1449 Continuation DABV01-04-Q-2402
disagreements is in our mutual interest. The parties further agree that Alternative Dispute Resolution (ADR) can contribute
significantly to the shared goal of resolving disagreements swiftly and efficiently. Therefore, the parties agree to the non-
binding use of ADR in an effort to seek final disposition of disagreements within the time periods set forth below. These
time periods are guidelines only and may be altered to fit particular controversies.
Amount in Controversy Suggested Resolution Period
After Receipt of Written Notice
$250,000 or less $250,001-$1M Over $1M Not to exceed 60 days
Not to exceed 90 days
Not to exceed 180 days
The parties agree that any of the following ADR methods may be used at any time during contract performance; mediation,
early neutral evaluation, mini-trial, Executive Dispute Resolution Committee consisting of principals of the owner and the
builder, Dispute Resolution Board made up of impartial third parties (each party shall select one member and the third shall
be selected by the two designated members), and any other non-binding procedure. The parties further agree that the use
of ADR is entirely voluntary and nothing is this provision shall affect the rights of either party under the clause entitled
“disputes,” FAR 52.233-1.
56. De-Baathification of Iraqi Society.
(a) The contractor shall not employ or subcontract with any persons determined under procedures promulgated by the Iraqi
Governing Council to be full members of the Baath Party or affiliated with the organizations set forth at section 2(2) of CPA
Memorandum No. 7, Delegation of Authority Under De-Ba’athification Order No. 1, dated November 4, 2003 and therefore
prohibited from continued or future employment (hereafter referred to as “prohibited person”). Contractors shall coordinate
with the Ministry of Justice to determine whether particular individuals are “prohibited persons”.
(b) If during contract performance, a person employed by the contractor or subcontractor is determined to be a prohibited
person under procedures promulgated by the Iraqi Governing Council, the contractor shall, as appropriate:
(1) Terminate the employment of the prohibited person.
(2) Terminate the subcontract with the prohibited person as soon as possible
consistent with satisfying contract requirements.
(c) The contractor shall not display the image or likeness of Saddam Hussein or other readily identifiable members of the
former regime or symbols of the Baath Party or the former regime in government buildings or public spaces.
(d) Flowdown. The contractor shall include a comparable clause in all subcontracts and require all subcontractors to flow
down the clause.
(e) The Coalition Provisional Authority Order Number 1, dated 16 May 2003, subject: De-Ba’athification of Iraqi Society and
the corresponding implementation plan and delegations of authority can be found at http://cpa-iraq.org
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