**BONNEVILLE PURCHASING INSTRUCTIONS**

# **TRANSMITTAL SHEET AND FILING INSTRUCTIONS**

### TRANSMITTAL 05-1 September 30, 2005

## 

## SUBJECT: BPI UPDATE

## 

## [SUMMARY OF CHANGES]{.underline}

This update includes changes to many Parts and Appendices of the BPI.
All changes in this update are effective October 1, 2005.

## 

The policy and procedures for appointment as a Contracting Officer have
been revised to include a new Certification requirement. Newly defined
training and experience requirements are established for each
Certification Level and the corresponding CO warrant eligibility levels.

Policy and procedures have been revised to include a formal training and
Certification requirement for Contracting Officer's Technical
Representatives.

New policy and procedures are added for incorporating clauses by
reference into solicitations and contracts. The BPI will be available
online for contractors to view the contract clauses.

Policy and procedures have been revised to expand and clarify the
emphasis on BPA's environmental stewardship in its purchasing
activities. This revised policy is BPA's implementation of Executive
Orders 13101 and 13123.

Policy and procedures are newly written or revised to clarify the rights
in data provisions for IT contracts, establish policy and contract terms
for use of escrow accounts, with the intent to mitigate agency risk in
software development contracts.

## [DETAILS OF CHANGES TO EACH PART]{.underline}

## 

Details of the changes in each BPI Part are listed below. A dark
vertical bar in the left margin of the BPI page indicates a change to
BPI content.

## [TABLE OF CONTENTS]{.underline}

Page 3 of the Table of Contents is revised to indicate that no Temporary
Instructions are in effect at this time.

## [Part 1 BONNEVILLE PURCHASING INSTRUCTIONS SYSTEM]{.underline}

1.8 The definition of "Preferred Supplier" is eliminated. The definition
for COTR is revised to add reference to formal training requirements and
certification.

## [Part 2 CONTRACTING AUTHORITY AND RESPONSIBILITIES]{.underline}

1.  First sentence is revised to change the name of Appendix 2-A.

2.2.2 This section is revised to include reference to the new
certification program for Contracting Officers. Details of the program
are included in revised Appendix 2-A.

## [Part 3 STANDARDS OF CONDUCT AND BUSINESS PRACTICES]{.underline}

Entire Part is repaginated and republished.

3.8 New section to address BPA policy of restricting or prohibiting a
contractor's ability to advertise its commercial relationship with BPA.

50. Add new clause 3-9 to List of Clauses.

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50. Edit clause 3-8 paragraph (a)(4) to remove reference to clause
    numbers, and to add Item (8) Identity verification and background
    screening for all contractors, and pre-approval for non-US Citizen
    access to BPA facilities, as prescribed by the BPA Security office
    procedures.

3.50 Add clause 3-9 Restriction on Commercial Advertising. This new
clause should be included in all new solicitations and contracts
according to the clause prescription, and may be added to existing
solicitations and contracts according to the clause prescription, either
immediately or at next scheduled modification, as the CO deems
appropriate.

#### [Part 4 ADMINISTRATIVE MATTERS]{.underline}

4.8 Change the term "agreements" to "contracts".

4.9(b) Add guidance to clarify use of the "M" designation to identify
modified clauses. The "M" designation is not required when the only
modification is CO completing a text FILL IN section.

10. Add a new section on incorporating clauses by reference. COs may now
    incorporate clauses by reference whenever practicable, and the BPI
    will be available on-line for contractors' access to clauses. The
    agency contracting writing software will be modified to accommodate
    this new format for generating awards.

11. This section on forms has been renumbered. No text changes.

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50. Add new clause 4-2 to List of Clauses

4.50 Add clause 4-2 Clauses Incorporated by Reference. Effective October
1, 2005, this new clause shall be inserted in new solicitations and
contracts per the policy at 4.10. It should not be inserted into
modifications to existing awards.

#### [Part 6 PLANNING, STRATEGY, AND REQUISITIONING]{.underline}

Entire Part is repaginated and republished.

6.5 Paragraph (c) is revised to eliminate parenthetical reference to
PassPort Notes.

6.14 This section is expanded to expand the policy and add information
and guidance relating to environmental considerations during the
acquisition phase.

#### [Part 7 CONTRACT TYPES AND METHODS]{.underline}

2.  Paragraph (e)(1)(B) is revised to add the word "not" to the last
    sentence, to clarify that the ordering authority shall
    [not]{.underline} exceed the amounts mentioned in the next two
    sub-paragraphs.

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2.  Paragraph (e)(B)(ii) is revised to delete the second sentence and
    eliminate redundancy.

Ex. 7-D Paragraph 4 of the Sample Free Trial Agreement is revised for
clarity.

#### [Part 9 CONTRACTING WITH FOREIGN BUSINESSES]{.underline}

9.3.2 This section is updated to remove Iraq and add Sudan to the list
of restricted foreign purchases, and to include cautionary language
regarding purchases from terrorist sponsoring nations and the Sensitive
Countries List as published by the Department of State.

#### [Part 11 SOLICITATION POLICIES]{.underline}

Entire Part is repaginated and republished.

3.  This section is revised to direct use of the BPA e-form
    Non-Disclosure Agreement -- Contractor, and deletes the Exhibit,
    Non-Disclosure Agreement.

#### [Part 12 SOURCE SELECTION AND AWARD]{.underline}

12.50 The month/year in Clause 12-4 title is corrected to reflect when
clause was last updated.

#### [Part 14 GENERAL CONTRACT ADMINISTRATION POLICIES]{.underline}

Entire Part is repaginated and republished.

14.2 This section is expanded to add policy regarding COTR certification
requirements.

8.  Organizational title is changed to Supply Chain Services.

14.18 This new section is added to provide information and policy
regarding issues of homeland security and BPA's designation as part of
the critical national infrastructure.

14.19 This new section is added to provide policy and procedure
regarding bankruptcy actions on existing BPA contracts.

14.50 Add clauses 14-17 Homeland Security and 14-18 Bankruptcy to the
list of clauses.

50. Clause 14-4 is revised to clarify BPA's status as an agency with
    Department of Energy.

14.50 Clause 14-17 Homeland Security is new. Per the prescription at
14.18.3, insert this clause in all IT solicitations and contracts and in
other awards as appropriate. COs shall add this clause to all existing
IT contracts at time of next modification, or earlier if the CO deems
necessary.

14.50 Clause 14-18 Bankruptcy is added. Per the prescription at 14.19.1,
CO's shall include this clause in all solicitations and contracts
exceeding \$100,000. COs may also add it to existing contracts if deemed
appropriate.

#### [Part 15 ENVIRONMENT AND SAFETY]{.underline}

15.50 Clause 15-2. Paragraph (k)(1), the term is corrected from lead to
leads.

#### [Part 16 BONDS AND INSURANCE]{.underline}

16.1 The BPI reference in the policy text at 16.1.1.1 is corrected.

1.  Update organizational name to Risk Management.

#### [Part 17 PATENTS, DATA AND COPYRIGHTS]{.underline}

Entire Part is significantly revised, repaginated and republished.

17.1 The policy is revised to restate BPA's general policies relating to
patents, copyright and data rights, and to distinguish between BPA's
approach projects for computer software development for BPA and other
BPA projects.

17.2 This section is revised to limit BPA's authorization and consent to
the use of inventions in project for computer software development for
BPA.

17.2.1 The clause prescription for clause 17-1 Authorization and Consent
is revised to restrict its use for computer software development for
BPA.

17.3.2 This section is revised to restate BPA's policy regarding
contractor commercialization of products developed under BPA funded
projects, limiting the contractor's ability apply for patent for
computer software developed for BPA.

17.3.5 Paragraph (d) is edited to clarify the nature of projects for
which BPA may collect royalties.

17.3.5.1 The clause usage prescription is modified to direct COs to
consult with BPA IT staff prior to including the clause in contracts for
computer software development.

17.4.1 The definitions for Data, Computer Software, and Special Works
are revised or added.

17.4.2 This section is revised to add paragraph (b) information and (c)
procedures, which informs COs of the limitations of the data rights
clause and directs COs to identify the specific data to be delivered.
Paragraph (c) is revised to clarify paragraph (1) and add new paragraphs
(7) and (8).

17.4.2.1 The clause usage prescription for Clause 17-3 Rights in Data is
revised to modify its use in contracts for computer software
development.

17.4.3 The policy is revised to indicate that BPA may negotiate rights
to computer software source code.

17.4.4 this section is revised and to clarify and expand BPA's policy on
production of special works, especially computer software developed
solely for BPA. The phrase "works made for hire" is not longer used at
BPA.

17.4.4.1 The clause usage prescription is revised to modify the clause
title to 17-5 Rights in Data Copyright on Special Words, and to specify
when use of the new Alternate I should be used. A new procedure is added
to define when a CO must negotiate limits to the contractor's use or
disclosure rights.

17.4.6 This new section addresses BPA's policy and approach to requiring
a contractor to indemnify BPA against infringement claims.

7.  The new section addresses policy and procedure for establishing an
    escrow account for the source code for computer software that is
    being developed under BPA contract.

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4.  This section is renumbered. The content is unchanged.

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50. Add new clauses 17-7, 17-8, and 17-9 to the list of clauses.

17.50 Clause 17-3 Rights in Data. Paragraph (e) is revised to expand the
discussion regarding protection of limited rights data and proprietary
computer software. COs may insert this revised clause in existing IT
contracts as appropriate to the specific contract and with input from
the IT staff.

17.50 Clause 17-5 Rights in Data -- Copyright on Special Works is
modified to add Alternate 1. COs may insert this Alternate 1 clause in
existing IT contracts as appropriate to the specific contract and with
input from the IT staff.

17.50 Clause 17-7 Intellectual Property Infringement Indemnification.
This new clause should be included in new solicitations and contracts
per the clause prescription. COs should consult with IT staff and
general counsel prior to negotiating to insert this clause into existing
IT contracts.

17.50 Clause 17-8 Source Code Escrow Requirement - Third Party Agent.
This new clause should be included in new solicitations and contracts
per the clause prescription. COs should consult with IT staff and
general counsel prior to negotiating to insert this clause into existing
IT contracts.

17.50 Clause 17-9 Source Code Escrow Requirement -- BPA As Escrow Agent.
This new clause should be included in new solicitations and contracts
per the clause prescription. COs should consult with IT staff and
general counsel prior to negotiating to insert this clause into existing
IT contracts.

[Part 18 QUALITY ASSURANCE]{.underline}

Entire Part is repaginated and republished.

6.  This section is revised to create subsections (a) Definitions
    and (b) Information, modify the procedures for making claims against
    Contractors for latent defects, and clarify the timeframe for making
    such claims.

18.50 Clause 18-2, Inspection -- Supplies, Alternate I is revised to
simplify the formula for contract price reduction in the event of BPA's
corrective work on non-conforming supplies, and allow for changes to the
overhead rates. The requirement to insert a specific percentage in the
clause is eliminated. Alternate II Reserved is deleted.

18.50 Clause 18-9 Warranty -- Heavy Electrical Equipment is revised to
simplify the formula for contract price reduction in the event of BPA's
corrective work on non-conforming equipment.

#### [Part 21 PROTESTS AND DISPUTES]{.underline}

21.3.2 Update the address for the American Arbitration Association.

21.3.12 Revise the clause prescription in paragraph (b) to deleted words
"include a clause similar to". The CO may only modify clauses 21-2
Disputes or 21-3 Disputes Resolution Process with HCA approval.

21.50 Clause 21-3. Update the address for the American Arbitration
Association.

#### [Part 22 PAYMENTS AND TAXES]{.underline}

22.2 Correct the word "property" to "proper".

50. Clauses 22-11 and 22-12. Clauses revised to clarify the definition
    of a proper invoice, inform contractors that invoices must include
    banking information to facilitate BPA's compliance with the Prompt
    Payment Act, and reaffirm that any check payments will be limited
    and at BPA's option. CO's shall include the revised clause in all
    new solicitations and contracts issued on or after October 1, 2005,
    and may replace the current clause in existing awards at time of
    next modification if the CO believes it is necessary to ensure
    contractor compliance with the requirement.

#### [Part 23 SERVICE CONTRACTS]{.underline}

Entire Part is repaginated and republished.

4.  This section is revised to add new information and procedures
    regarding background screenings for contracts employees and
    pre-registration of foreign nationals for visits or work
    assignments.

23.50 Clause 23-4 Screening Requirements for Personnel Having Access to
BPA Facilities, is revised to include new requirements from Homeland
Security Presidential Directive 12 for standard identification
verification and DOE Order 142.3 for pre-registration of foreign
nationals. COs shall insert the revised Clause 23-4 in all new
solicitations and contracts, replace the current clause in all existing
contracts at time of next modification, or sooner as the CO deems
necessary to ensure compliance with the new screening requirements.

#### [Part 25 INTERGOVERNMENTAL CONTRACTS]{.underline}

1.  Paragraph (T) is revised to update the month/year and BPI reference
    in the clause title.

25.50 Clause 25-2 title is revised to correct the month/year and BPI
reference, and the title of Alternate II is revised to correct the
month/year.

50. Clause 25-8 title is revised to correct the month/year.

25.50 Clause 25-11 title is revised to update the address for the
American Arbitration Association.

#### [INDEX]{.underline}

Entire Index is repaginated and republished.

The term "Preferred Supplier" is deleted.

The following terms or references are added:

> Bankruptcy
>
> Clauses, How to Use, Incorporated by Reference
>
> CO Certification
>
> Contracting Officer Certification
>
> COTR Certification
>
> Foreign Nationals
>
> Homeland Security
>
> Incorporated by Reference, Clauses

#### 

#### [Appendix 2-A APPOINTMENT AS A BONNEVILLE POWER ADMINISTRATION CONTRACTING OFFICER]{.underline}

Entire Appendix is republished to add the new CO Certification program
with new training and experience requirements, and to modify the CO
authority section to delineate the actions now accomplished in the
purchasing organization or in HCA's office. An Attachment 1 is added to
include the CO Certification matrix of education and experience
requirements and course descriptions.

#### [Appendix 6-A REQUISITIONERS\' GUIDE TO PREAWARD ACTIVITIES]{.underline}

Entire Part is repaginated and republished.

All Exhibits are renumbered throughout the document.

2.1 The definition of COTR and Requisitioner are revised to add
reference to the required training and certification for COTRs.

2.4 Revised to add the requirement for COTR formal training and
certification.

2.5 Revised to add guidance regarding the assignment of a Field
Inspector and clarify the scope of the role.

Ex. 6-A-2 The table is updated to reflect recent changes in IT
organizational titles and processes.

5.2 This section is revised to include environmental and safety
considerations to needs identification.

5.3 This section is revised to add environmental considerations to
purchase risk assessment.

5.5 This section is revised to add environmental issues to market
research effort.

6.2 This section is revised to include environmental considerations to
discussion of items that require special attention.

**[Appendix 12-A -- HOW TO SUBMIT AN UNSOLITIED PROPROSAL]{.underline}**

Sctn. 3 Organization title is change to Supply Chain Services.

Sctn. 4 Organization title is changed to Supply Chain Services and staff
position is changed to Small Business Specialist.

Sctn. 5 Exhibit number is changed to 12-A-1.

3.B. This section is revised to inform proposal submitters of
availability of the cost/price proposal form.

Sctn. 6 The organizational title is changed to Supply Chain Services.

All Exhibit numbers are changed.

**[Appendix 14-A CONTRACTING OFFICER\'S TECHNICAL REPRESENTATIVES\'
GUIDE FOR CONTRACT ADMINISTRATION]{.underline}**

Entire Appendix is repaginated and republished.

All Exhibits are renumbered throughout the document.

Sctn. 1 This section is revised to delete specifically named software
applications and change Exhibit numbers.

2.3 This section is revised to add reference to the requirements for
COTR formal training and certification.

6.2.4 This section is revised to advise COTRs that they may be required
to enter invoice data into the Business Enterprise System (BES)
electronic purchasing/finance modules, but may continue to use Exhibit
14-A-19 if useful.

**[Appendix 19-A PROPERTY MANAGEMENT PROCEDURES FOR
CONTRACTORS]{.underline}**

Exhibit 19-A-1 is updated with revised footnotes to the property
condition codes.

##### [FILING INSTRUCTIONS]{.underline}

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