Reference Text File for WEDGCO ENGINEERING GS-07F-0212K
SIN 246-53 System Leasing Base Value: Residual Value: Direct Purchasing Agreement is for direct purchasing of equipment and Government will acquire title to any equipment installed. The price shall be agreed upon by the Government before any contract will be written. The contract payments shall be determined at the time the scope is agreed upon. Direct purchasing contracting shall be for retrofitting or energy retrofitting equipment and services. System Leasing Agreement is for leasing only, and Government will not acquire title to any equipment leased. Equipment will be leased for the life of the leasing arrangement as specified in the delivery order. The initial term of the leasing agreement is from the date of the eq uipment acceptance through September 30 of the fiscal year in which the order is placed, unless the ordering office has funding which exceeds a Government fiscal year. Leases executed shall be on the basis that the known requirements exceed the initial leasing te rm of twelve (12) months, or the remainder of the fiscal year. Renewal of a lease will be subject to availability of funding. The Government has the option to renew each year at the original lease monthly charge in effect at the time the leasing order is placed. If the Government exercises its option to renew the leasing order, as renewed, it shall include an option to renew until the expiration of the leasing agreement. The following terms apply to leasing: The schedule price plus any agreed upon amounts under Special Item Numbers 246-50 or 246-51 (Ancillary Services or Installation Requiring Construction). Should this Special Item Number be awarded to company that does not have product elsewhere in this schedule, b ase values will be negotiated prior to award of this special item number. For contractors that have product For Lease to Ownership, the base value will be the contract purchase price (less any discounts). For Lease With Option to Own, the base value will be the agreed upon purchase price, less a mutually agreed upon residual value for the products. Prior to the placement of an order under this Special Item Number, the Government ordering office and the contractor must agree on the residual value. The residual value will be used in the calculation of the original lease payment, lease extension payments, and t he purchase option price. SIN 246-53 Continued . . . Lease Rate: The Government contemplates negotiation of the lease rate using a defined spread over a risk free rate (such as a T-Note or T-Bill). Other methods may be proposed by the offeror and will be considered if advantageous to the Government. The lease rate will be neg otiated between the contractor and the Government prior to the award of this Special Item Number. Lease payments shall be determined utilizing the aforementioned variables via a programmed business calculator or by using the "rate" functions provided in commercial computer spreadsheets (e.g.. Excel, Quattro, or Lotus 1-2-3). Equipment leased under this agreement may be terminated at any time during the fiscal year. Equipment shall always remain the property of the Contractor. The Government shall have no right or interest in the equipment, except as provided in the leasing agreement, and shall hold the equipment subject and subordinate to the rights of the Contractor. Suggested leasing options are: Lease to Ownership and Lease with Option to Own. Other lease options may be proposed and accepted if determined in the best interests of the Government. Further terms and conditions for leasing are found on pages 9-12 of this solicitation. The Government reserves the right to consider any additional leasing methodology utilized by the commercial marketplace. Such methodology may be accepted if it is determined to be in the best interest of the Government. Terms and Conditions Applicable to Sin 246-53 Leasing 1. Statement a. It is understood by all parties to this contract that this is a leasing arrangement. In that regard, the Government, as lessee, anticipates fulfilling the leasing agreement. The Government, upon issuance of the delivery order, contemplates the use of the equi pment for the life of the lease (N months as specified in the delivery order). However, unless the ordering office has funding which exceeds a Government fiscal year, the initial term of the leasing agreement is from the date of the equipment acceptance through S eptember 30 of the fiscal year in which the order is placed. b. Agencies are advised to follow the guidance provided in Federal Acquisition Regulation (FAR) Subpart 7.4 Equipment Lease or Purchase, and the guidelines provided in Federal Property Management Regulations (FPMR) 101-25.5 Guidelines for Making Purchase or Lease Determinations, in determining whether equipment should be acquired by purchase or lease. 2. Leasing Options The Government will consider proposals for leasing options which the Contractor believes will have application in the Government. Only those vendor proposed options which are considered to represent good value will be accepted. The following leasing options are s uggested : a. Lease to Ownership (Capital Lease) b. Lease with Option to Own (Operating Lease) c. Lease of a Solution Other types of leasing options may be considered if determined in the best interest of the Government. 3. Orders and Periods of Leasing Arrangements a. Orders placing equipment under a leasing arrangement must specify the applicable leasing option under which the equipment is being leased. b. Annual Funding. When annually appropriated funds are cited on an order for leasing, the following applies: (1) Any lease executed by the Government shall be on the basis that the known requirements exceed the initial leasing term of twelve (12) months, or the remainder of the fiscal year. Due to funding constraints, however, the Government cannot normally commit to a longer term at the commencement of the lease. In order to permit the exercise of renewal options granted to the Government under the lease, the total leasing term will be specified in the delivery order. All orders for leasing shall remain in effect through Sep tember 30 of the fiscal year or the planned expiration date of the lease, whichever is earlier, unless the Government exercises its rights hereunder to acquire title to the 3. Orders and Periods of Leasing Arrangements Continued . . . equipment prior to the planned expiration date. Orders under the lease shall not be deemed to obligate succeeding fiscal year's funds or to otherwise commit the Government to a renewal. (2) All orders for leasing automatically terminate on September 30 of the contract term; however, ordering offices should notify the Contractor in writing thirty (30) calendar days prior to the expiration of such orders as to the Government's intent to renew. Su ch notice to renew shall not bind the Government. The Government has the option to renew each year at the original lease monthly charge in effect at the time the leasing order is placed, until the completion of the leasing agreement. If the Government exercises its option to renew, the leasing order, as renewed, shall include an option to renew until the expiration of the leasing agreement. c. Cross-year Funding Within Contract Period. Where an ordering office's specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering office may place an order for leasing under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. d. In recognition of the types of products on this Schedule and the potential adverse impact to the Government's mission, the Government's quiet and peaceful possession and unrestricted use of the equipment shall not be disturbed in the event the equipment is so ld by the Contractor, or in the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event, so long as the Government is not in default. The equipment shall remain in the possession of the Government until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased equipment by the Contractor will not relieve the Contractor of its obligations to the Government, and will not change the Government's duties or increase the burdens or risks imposed on the Government. e. GSAR 552.232-23 Assignment of Claims is incorporated herein by reference as part of this price list. 4. Maintenance and Installation a. Maintenance and installation, when applicable, normally are not included in the charge for leasing. The Government may obtain installation and/or maintenance from the Contractor or from other sources, including Government performed installation and/or maintena nce. b. When installation and/or maintenance is to be performed by the Contractor, the payments, terms and conditions will be as stated in this contract. Maintenance payments and terms and conditions during subsequent renewal periods of this lease will be those of th e prevailing GSA Schedule contract in effect. 5. Monthly Payments a. Prior to the placement of an order under this Special Item Number, the Government ordering office and the Contractor must agree on a "base value" for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the contract purchase price (less any discounts). For Lease with Option to Own (Operating Lease), the base value will be the contract purchase price (less any discounts), less a mutually agreed upon residual value for the products. The residual value will be used in the calculation o f the original lease payment, lease extension payments, and the purchase option price. b. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value: ______________________________________ For Example: Lease factor one (1) percent over the rate for the three year (or other term) Treasury Bill (T-bill) at the most current U. S. Treasury auction. The lease payment may be calculated by using a programmed business calculator or by using "rate" functions provided in commercial computer spreadsheets (e.g., Lotus 1-2-3, Excel). c. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering agency and the Contractor shall agree on a new residual value based on the estimated fair market price at the end o f the extension. The formula to determine the lease payment will be that in 5.b. above. d. The purchase option price will be the fair market value of the product. The fair market value will not exceed the Base Value principal not paid (see Title Acquisition Formula shown below), plus the residual value, plus the Financial Cost for the Residual Value. Financial Cost for Residual = R x (I x t) WHERE: R = Residual Value I = Annual Interest Rate t = Term in months (T/12) T = Term in years In the event the Government desires, at any time, to acquire title to equipment leased hereunder, the Government may make a one-time lump sum payment. Upon request by the Government, the Contractor will provide a quotation of the lump sum payment amount, in accord ance with the following Title Acquisition Formula; such quotation shall be effective only if the order is received by the Contractor during the month of the applicable quotation. 5. Monthly Payments Continued . . . TITLE ACQUISITION FORMULA = | X - X________ | | | + Residual Value | [1 + RATE]N | + Financial Cost for Residual | ________________________ | |_ RATE _| WHERE: X = Lease monthly charge N = Number of months in original lease term less the number of full, unabated lease monthly charges received by the Contractor prior to exercise of option. 6. Lease End/discontinuance Options Upon written notice, at least thirty (30) days prior to expiration of the lease term, and provided the Government is not in default, the Government may: a. exercise the purchase option set forth in the lease (5.d above); b. enter into a new lease agreement (5.c above); c. return the equipment to the Contractor at the expiration date of the lease pursuant to paragraph 12. 7. Upgrades and Additions a. The Government may affix or install any accessory, addition, upgrade, equipment or device on the equipment ("additions") provided that such additions: (1) can be removed without causing material damage to the equipment; (2) do not reduce the value of the equipment; and (3) are obtained from or approved by the Contractor, and are not subject to the interest of any third party other than the Contractor. b. Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the Government shall remove any additions which: (1) were not leased from the Contractor, and (2) are readily removable without causing material damage or impairment of the intended function, use, or value of the equipment, and restore the equipment to its original configuration. c. Any Additions which are not so removable will become the Contractor's property (lien free). 8. Risk of Loss or Damage The Government is relieved from all risk of loss or damage to the equipment during periods of transportation, installation, and during the entire time the equipment is in possession of the Government, except when loss or damage is due to the fault or negligence of the Government. The Government shall assume risk of loss or damage to the equipment during relocation unless the Contractor shall undertake such relocation. 9. Title Equipment shall always remain the property of the Contractor. The Government shall have no right or interest in the equipment except as provided in this leasing agreement and shall hold the equipment subject and subordinate to the rights of the Contractor. 10. Taxes The Contractor is responsible for all state and local taxes. 11. Discontinu- ance and Termination Notwithstanding the provisions of 3.b(1) and (2), equipment leased under this agreement may be terminated at any time during a fiscal year in accordance with FAR 52.212-4, paragraph (l) Termination for the Government's convenience. 12. Return of Equipment Within thirty (30) days after the date of expiration or termination of leasing agreement, the Government shall, at its own risk and expense, have the equipment packed for shipment in accordance with the Contractor's specifications and shall return the equipment to the Contractor at the Contractor's facility nearest to the Government location, in the same condition as when delivered, ordinary wear and tear excepted. Upon request by the Government and at the Government's expense, the Contractor shall assist in the de-installation and packing of equipment so terminated or discontinued. Such services, if required, are outside the scope of the contract. Applies When Sin 246-53 Is Utilized For Energy Savings Performance Contracts Only CAPITAL LEASES MAY BE PERFORMED UNDER THIS SIN FOR A PERIOD NOT TO EXCEED 25 YEARS FOR THE SOLE PURPOSE OF ENERGY SAVINGS PERFORMANCE CONTRACTS, SUBJECT TO THE FOLLOWING CONDITIONS: Agencies utilizing this SIN for Energy Savings Performance Contracts are required to have obtained any required approvals under 42 USC 8287. Annual Energy Audits are required. The audit is required to be performed utilizing the North American Measurement and Verification Protocol. Steps in the audit process include: Baseline Verification, Post-Installation Verification, and regular Interval Post-In stallation Verification. Required energy audits shall be included in the lease payment quoted by the contractor in response to the agency's scope of work. Terms and Conditions of the Performance Guarantee shall be specified by the contractor in their response to the agency's scope of work. This guarantee shall, at a minimum, provide that the contractor is responsible for maintenance and repair services for any en ergy related equipment installed under this agreement (including computer software systems). The contractor shall guarantee a minimum amount of energy savings per year. Shall the minimum savings amount not be met, the difference shall be paid to the agency withi n 30 days of the end of the yearly period. Aggregate annual payments made by an agency to both the utility and energy savings performance contract may not exceed the amount that the agency would have paid for utilities (and related operational and maintenance expenses) without an energy savings performan ce contract (ESPC) during the life of the agreement (42 USC 8287a. Payment Costs). Guaranteed savings must exceed the debt service requirements. If the cancellation ceiling exceeds $750,000, the agency shall provide written notification to Congress in accordance with the National Energy Conservation Policy Act Requirements (42 USC 8287). Customer agencies shall have the right to place additional requirements within the scope of this contract in their statement of work. Any maintenance agreement performed under this provision shall be effective for the duration of the lease, unless otherwise spe cified by the agency in their scope of work. The agency shall obtain title to the equipment following the final lease payment The agency shall have the option of "buying out" the lease at any period during the lease. The buy-out amount shall be the remaining residual value. Special Provisions This lease is for the number of years stated in the delivery order. The Government has the right to terminate this contract for convenience or default in the accordance with Federal Acquisition regulation Part 49. In the event that the lease is terminated for lack of funding, the Government may purchase the leased equipment for the residual value within 30 days of receipt of invoice from the vendor or may elect not to purchase the leased equipment. Alternatively, if the eq uipment is not purchased, the Government shall permit the lessor to enter the premises and remove all or any portion of the leased equipment the lessor may choose. Any equipment not removed shall become the property of the Government. Cancellation Ceiling Should the lease be completely terminated for convenience (for any reason other than the aforementioned lack of funding), the Government shall purchase the leased equipment for the residual value. The residual value shall be determined by utilizing the standard p ayments function on the commercially available spreadsheet program (e.g. Lotus 1-2-3, Excel, etc.) The contractor shall provide the Government a table detailing the yearly estimated residual value based on the interest rate quoted to the Government at the time of the Statement of Work. In the event of a partial termination for convenience, the Government and the lessor shall negotiate a reasonable compensation to the lessor for the residual value of the leased equipment included in the terminated portion of the lease. Performance 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 beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine, restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Con tracting 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. Any delays caused by the Government in its contractual capaci ty shall be dealt with in accordance with Federal Acquisition Regulation 42.13. Notwithstanding this provision, the Contractor shall not be entitled to any adjustment in the term or price of the lease arising from delays caused by the Government unless a detailed Critical Path Method Schedule was provided to the Government at the start of the project and updated regularly by the Contractor. Ordering Procedure Contractor performs feasibility analysis. * Contractor performs preliminary energy audit. * Contractor and Agency enter into agreement for the Contractor to perform a detailed energy audit. The procedures and price of this audit shall be conducted in accordance with CSP-1 Commercial Sales Practices Format (Number 4). Contractor shall present detailed project design, showing the proposed scope of work. In addition to the design, the Contractor shall present a proposed price for the work to be performed. The price shall consist of product prices, and labor prices (to be nego tiated in accordance with CSP 1 Commercial Sales Practices Format). The monthly payment shall be calculated by the Contractor utilizing the contractual rate of interest. Upon agreement of the price and scope of work, a delivery order shall be issued by the ordering agency. Upon acceptance of the work, the guarantee period shall begin. Ordering Procedure Continued . . . * If the Government elects to proceed with the scope of work the Contractor's expenses for performing these functions will be incorporated into the total cost of the project. If the Government elects not to proceed with the scope of work the Government shall p ay the Contractor's expenses for performing these functions at his cost. Sin 246-53 Leasing Agreement Total Financed Amount Budgetary Lease Rate Projected Contract Term Projects under $1 M T-Bill + 3.30 points 5Year and 10 Year Projects from $1 M - T-Bill + 2.95 points 5 Year $2.5 M T-Bill + 3.00 points 10 Year T-Bill + 3.25 points 15 Year Projects over $2.5 M T-Bill + 2.85 points 5 Year T-Bill + 2.95 points 10 Year T-Bill + 3.05 points 15 YearGS-07F-0212K WEDGCO ENGINEERING WEDGCO ENGINEERING WEDGCO ENGINEERING s/ /b/ 246 52;246 53 PROFESSIONAL SECURITY/FACILITY MANAGEMENT SERVICES;SYSTEM LEASING