2015_combined_synopsis_Solic_C23_Parts1.docx

C23A/B Parts Supply Solicitation

Offeror to complete blocks 12, 17, 30a, 30b & 30c

EFFECTIVE DATE

See Block 31c.

7. FOR SOLICITATION

a. NAME

b. TELEPHONE (No Collect Calls)

8. OFFER DUE DATE/LOCAL TIME 4:30 PM

10.

|_| UNRESTRICTED

|X| SET-ASIDE.100% FOR

|_| SMALL BUSINESS,

|_| HUBZONE SMALL

BUSINESS

|_| 8(A)

|_| SOLE SOURCE

NAICS: 336413

SIZE STANDARD: 1000

R6 Fire & Aviation Contracting Team Redmond Air Center 1740 SE Ochoco Way Redmond, OR 97756

|_| SEE SCHEDULE

|_| 13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

|X| RFQ |_| IFB |_| RFP

Same as Block 9

Same as Block 9

FACILITY CODE

DUNS#____________________

Invoice Processing Platform (IPP) see pg. 11

TELEPHONE:

|_| 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

19.

ITEM NO,

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

C23A/B Aircraft Parts IDIQ 2015 through 2019

See Schedule of Items for Pricing.

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

|X| 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 and ADDENDA |X| ARE |_| ARE NOT ATTACHED.

|X| 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 AND ADDENDA |X| ARE |_| ARE NOT ATTACHED.

28.

|X|

AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION (BLOCK 5), DATED (BLOCK 30c) INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

BEN MCGRANE

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 1449 (Rev. 4/2002)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA FAR (48 CFR) 53.212

See Attached Schedule of Items.

AGAR 452.216-73 MINIMUM AND MAXIMUM CONTRACT AMOUNTS (FEB 1988)

During the period specified in FAR clause 52.216-18 ORDERING, the Government shall place orders totaling a minimum of $10,000 , but not in excess of $500,000 .

32.g E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

|_| COMPLETE |_| PARTIAL |_| FINAL

|_| PARTIAL |_| FINAL

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV. 4/2002) BACK

GENERAL OVERVIEW

This is an Indefinite Delivery Indefinite Quantity delivery order contract for procuring aircraft parts and manufactured parts. The procuring of aircraft parts and accessories shall be in accordance with Federal Air Regulations and FAA-approved inspection programs.

The requirements are primarily, but not limited to, the following models of aircraft: Shorts C23A/B, SD3-30, and SD3-60. Note: these aircraft will be referenced as C-23A/B throughout the remainder of this document.

PRICING AND ESTIMATED MINIMUM/MAXIMUM QUANTITIES

It is the intent of this solicitation and resulting contract to secure firm-fixed unit prices for parts on a delivery order basis.

The contractor shall be guaranteed a minimum of $10,000.00 per Schedule awarded. The minimum guarantee is applicable to the contract Base Period and each Option Period exercised.

The maximum amount of services for each contract period (for the Basic Contract Period, and each Option Period) is $ 500,000.00. The maximum order limitation stated herein IS NOT A GUARANTEE to an offeror or contractor that the maximum estimated quantity will be required or ordered, or that conditions affecting requirements will be stable.

Orders may be issued orally by the Contracting Officer or Ordering Officials as stated in the contract or through a written letter of delegation.

SCHEDULE OF ITEMS

Indefinite Delivery Indefinite Quantities C23A/B Parts Supply Award through December 31, 2015 With options to renew through December 31, 2019

Except as this contract may otherwise provide, if the Government’s requirements (parts for C23A/B Aircraft) does not result in orders in the quantities described as “estimated” or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable priced adjustment.

The Government is obligated to meet the minimum quantity of this contract but may not exceed the maximum quantity on total orders/dollars under this contract.

BASE PERIOD – Date of Award 2015 - Dec. 31, 2015 C-23A/B Parts Supply Minimum Quantity Maximum Quantity

$ 10,000.00 $500.000.00

Option 1 Jan. 1, 2016 – Dec. 31, 2016 C-23A/B Parts Supply

Option 2 Jan. 1, 2017 – Dec. 31, 2017

Option 3 Jan. 1, 2018 – Dec. 31, 2018

Option 4 Jan. 1, 2019 – Dec. 31, 2019

B-1 Bid Schedule

Name of Offeror or Contractor

ITEM NO.

PART I - THE SCHEDULE

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

QUANTITY

Date of Award through 2015 Indefinite Delivery Indefinite Quantity Services Contract For C-23A/B Aircraft Parts

1.A.

Base Year - 2015 Shorts C-23A/B Parts

(1) After normal hour call-up charge

Per order

Note: Shipping and Tariffs charges Delivery Order invoice to include shipping charges and tariffs, if any. Tariff charges to include actual date(s) of incurred expense.

1.B.

Additional Materials

(1) Parts and Materials Parts discount (% off List Price)

P & W Engine Parts

(2 Parts and Materials

Shorts C-23A/B Airframe Parts

(3 Parts and Materials

Misc. Parts/Supplies

B-1 Bid Schedule

Name of Offeror or Contractor

SECTION B

2015 Through 2016

C-23A/B Aircraft Parts Services

2.A.

Option Year 1 - 2016

Delivery Order invoice to include shipping charges and tariffs, if any. Tariff charges to include actual date(s) of incurred expense.

2.B.

(2 Parts and Materials

Shorts C-23 A/B Airframe

B-1 Bid Schedule

Name of Offeror or Contractor

SECTION B

2016 Through 2017

3.A.

Option Year 2 - 2017

Delivery Order invoice to include shipping charges and tariffs, if any. Tariff charges to include actual date(s) of incurred expense.

3.B.

(2 Parts and Materials

Solicitation No. AG-04GG-S-15-0010 Page 7 of 63 C-23A/B Parts

Solicitation No. AG-04GG-S-15-0010

Name of Offeror or Contractor

SECTION B

2017 Through 2018

4.A.

Option Year 3 - 2018

Delivery Order invoice to include shipping charges and tariffs, if any. Tariff charges to include actual date(s) of incurred expense.

4.B.

(2 Parts and Materials

Name of Offeror or Contractor

SECTION B

2018 Through 2019

5.A.

Option Year 4 - 2019

Delivery Order invoice to include shipping charges and tariffs, if any. Tariff charges to include actual date(s) of incurred expense.

5.B.

(2 Parts and Materials

SCOPE OF CONTRACT

General - The intent of this contract is to procure parts for airframe and engine components, avionic components and sales related to the aircraft maintenance of four (4) Government-owned Shorts C-23A/B aircraft primarily based in Redmond, Oregon, Redding California, and Missoula, Montana. It is preferable that parts be supplied from a Short Brothers approved parts distributor with access to Shorts Manufacturing vendors and capabilities for having parts manufactured.

Specifics

All parts supplied shall be new or have zero time since recondition. Rotating parts will be dated and tagged with times and cycles as required.

The resultant contract shall be Indefinite Delivery/Indefinite Quantity type contract with both firm-fixed and flat rate pricing.

GOVERNMENT AIRCRAFT

The Government may require parts and accessories for the following Government aircraft.

Shorts C-23A, (N179Z) SH-3109, (N175Z) SH-3115, (N173Z) SH-3116, (N178Z) SH-3119.

Shorts C-23 B

Other Government aircraft as need arises.

GOVERNMENT RESPONSIBILITIES

The Government is obligated only to the extent of authorized purchases as specified herein.

CONTRACTOR RESPONSIBILITIES

The Contractor is responsible for:

All purchasing and services shall be performed in accordance with aviation industry standards and practices.

The contractor fully guarantees all parts and materials provided in accordance with standard industry warranty and service requirements.

The contractor will provide all part/material fees such as shipping, tariffs, etc. The Government will be invoiced for these part/materials and fees per order.

TECHNICAL SPECIFICATIONS

Parts Services.

The Contractor(s) shall be responsible to provide all labor, equipment, and facilities necessary to purchase new or used parts. Work may be required to include weekends, holidays and after hours.

Parts and Materials

Parts, components, and materials utilized shall be approved by the Federal Aviation Administration, Manufacture, and/or the USDA Forest Service. All parts and components shall be accompanied with proper documentation such as FAA Form 8130-3, manufacturer’s tag, work order, or acceptable maintenance release unless otherwise ordered by the CO. Documentation shall identify total time in service if a life-limited part and time since overhaul if applicable.

Parts and components are to be classified as new, new surplus, overhauled, repaired, serviceable, repairable or as removed. Only new or overhauled parts may be purchased for aircraft unless otherwise approved in writing by the CO.

New and overhauled exchange parts with a published manufactures list price, will be subject to the applicable discount offered by the Contractor and listed in Section B. Other parts, subcontract repairs and overhauls may be assessed a mark-up as offered by the contractor and listed in Section B. On an individual basis the Government may request the negotiation for a specific cost offered for parts, subcontract overhauls and repairs. These negotiations may involve competition with other Contractors or the Government itself.

Parts received in damaged or inoperative condition shall be returned for exchange without incurring additional fees to the Government.

Reports and Records

The Government shall provide necessary current historical records to the Contractor at the time that aircraft parts and accessories are delivered to the Contractor.

The Contractor shall provide necessary current historical records to the Government at the time that aircraft parts and accessories are delivered to the Government.

Historical records shall include a listing of life-limited parts and shall indicate the part number, nomenclature, location, serial number, total operating hours, and total cycles accumulated.

In the event that life-limited parts are inspected, repaired, or overhauled, the total hours and cycles at time of rework, remaining life-limit after rework, and the document used for approving the rework shall accompany the part.

PACKAGING AND MARKING

New, new surplus, overhauled, repaired and serviceable parts, shall be identified with proper documentation, such as Form 8130-3, Maintenance release Tags.

All parts shall be identified as to their status with supplied documentation or by attachment of a repairable tag, listing known history data.

All Serviceable parts shall be preserved and packaged as appropriate to maintain its airworthiness condition.

All unserviceable parts shall be preserved and packaged as necessary to prevent a substance deterioration of the part.

Life limited or parts with previous time shall be identified with the appropriate Time in Service, Cycles in Service, and time since overhaul if applicable.

INSPECTION AND ACCEPTANCE

In addition to far 52.212-4 Contract Terms and Conditions – Commercial Items (May 2014)

Inspection and Acceptance

The Government representative shall have access to the required documents and maintenance records and those records pertaining to parts for inspections determining airworthiness upon receiving of parts.

Guarantee and Service

The Contractor guarantees all parts, and materials utilized in the overhaul, repair of parts under this contract.

The Contractor further agrees to replace free of charge any part that may fail in any manner by reason of defective materials or inferior workmanship within 90 days after the acceptance of the part by the Government or within the manufacturer's guarantee period, whichever is greater.

Warranty

The Vendor fully guarantees all parts and materials provided in accordance with standard industry warranty and service requirements.

MEASUREMENT AND PAYMENT

Method of Measurement.

All work shall be requested by issuance of a written Delivery Order (DO) and approved by the CO.

Basis of Payment.

Firm-Fixed Price Contract Line Item Numbers (CLINs). Firm-fixed Price CLIN's, as specified in Section B, Schedule of items, shall be paid at the rate offered in the Schedule of items.

Subcontracted Items and Work. Subcontracted items with applicable mark-ups as specified in Section B, approved in advance shall be paid when reasonable and supported with documentation showing that adequate competition was obtained. Any prices that are not firm-fixed shall include a cost breakdown including a detailed list of direct and other direct costs, overhead, and profit attached to each invoice.

Parts and Materials CLINs. Parts as specified in the Section B shall be paid for at the actual cost price in effect at the time the parts service is performed +% of markup specified in the Schedule of Items. The Contractor shall provide documentation of costs for all parts and/or materials with the invoice. When the Government retains parts or components, as provided for in Section C.6.3.4, the list price without exchange credit shall apply. Parts and materials not subject to Manufacturer’s price list shall be paid for at the actual cost plus the applicable mark-up in Section B. Freight, handling, packaging, and shipping costs, including tariffs if applicable, for parts and materials shall be prepaid and added to the Contractors invoice for payment.

Payment Procedures

Payment for aircraft parts services will be made under this contract upon completion of the work required for each part or component as applicable in accordance with Section D-1 Contract Terms and Conditions -Commercial Items.

Invoices referencing the corresponding DO are to be submitted using the Invoice Processing Platform (IPP).

INVOICE PROCESSING PLATFORM (IPP)

The contractor must follow the instructions on how to register and submit invoices via IPP.

All invoices are to be submitted via the electronic Invoice Processing Platform. This is a mandarory requirement initiated by the U.S. Dept of Treasury and you can find more information at this website https://www.ipp.gov/index.htm. Please make sure your company has registered at https://www.ipp.gov/vendors/enrollment-vendors.htm to establish your account.

52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (MAY 2014)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require correct the defects repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Government-wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. 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 clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(f) 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 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 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.

(g) Invoice.

(1) 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. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) 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., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) 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 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. 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 electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) 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 pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. 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 Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government 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 Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) 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.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

ADDENDUM TO FAR 52.212-4

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 this/these address(es):

www.arnet.gov/far/ www.usda.gov/procurement/policy/agar.html

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

AGAR 452.211-74 PERIOD OF PERFORMANCE (FEB 1988)

The period of performance of this contract is from date of award through December 31, 2015. There are 4 additional option periods that may be exercised at the discretion of the Government

January 01, 2016 – December 31, 2016 Option 1 January 01, 2017 – December 31, 2017 Option 2 January 01, 2018 – December 31, 2018 Option 3 January 01, 2019 – December 31, 2019 Option 4

ESTIMATED QUANTITY

The amounts shown on the schedule of items are estimated.

To evaluate offers for award purposes, the Government will apply the offeror’s proposed fixed –prices/rates to the estimated quantities included in the solicitation, and will add other direct costs if applicable.

This is an indefinite quantity contract. Reference FAR 52.216-18, FAR 52.216-19 and FAR 52.216-22. This contract has 4 options which may be exercised by the Government.

FAR 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through 09/30/2015.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government’s obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than _$500.00 the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under this contract.

(b) Maximum order. The Contractor is not obligated to honor--

(1) Any order for a single item in excess of _$10,000.00____;

(2) Any order for a combination of items in excess of _$500,000.00;

(3) A series of orders from the same ordering office within 24 hours that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractors shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within _2_ days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, these supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Delivery-Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under the contract after December 31, 2019

2.217-5 EVALUATION OF OPTIONS (JULY 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

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 60 days provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 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 5 years.

NOTIFICATION OF SUBCONTRACTING

The Contractor shall promptly notify the Contracting Officer upon entering into any subcontract arrangement. The subcontractor shall have the experience and be equipped for such work. The written notification shall include as a minimum:

A. The name, address and telephone number of the subcontractor.

B. The date upon which the subcontract was entered into and its duration.

C. A detailed description of the work being subcontracted including a listing of contract items, units, etc., as appropriate.

D. Documentation of the subcontractor's representative authority.

Subcontracting any portion of the contract shall not relieve the Prime Contractor of any responsibility under this contract. Any subcontract agreement shall contain all terms and conditions of the prime contract.

NOTICE TO PROCEED

A Notice to Proceed will be issued in writing by the Contracting Officer or Contracting Officer's Representative (COR). No work shall begin until receipt of this notice. Contract time shall commence on the day indicated on the Notice to Proceed.

DESIGNATION OF CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR)

A. The Contracting Officer will designate an individual as Contracting Officer's Technical Representative (COTR) at time of award. COTR is also referred as Contracting Officer’s Representative (COR).

B. The COTR is responsible for administering the performance of work under this contract. In no event, however, will any understanding, agreement, modification, change order, or other matter deviating from the terms of this contract be effective or binding upon the Government unless formalized by a proper contractual documents executed by the Contracting Officer prior to completion of the contract.

C. The Contracting Officer should be informed as soon as possible of any actions or inactions by the Contractor or the Government which will change the required delivery or completion times stated in the contract, and the contract will be modified accordingly. (This does not apply to individual assignments which were issued by the COTR provided they do not affect the delivery schedule or performance period stated in the contract.)

D. On all matters that pertain to the contract terms the Contractor must communicate with the Contracting Officer. Whenever, in the opinion of the Contractor, the COTR requests effort outside the scope of the contract, the Contractor should so advise the COTR. If the COTR persists and there still exists a disagreement as to proper contractual coverage, the Contracting Officer should be notified immediately, preferably in writing if time permits. Proceeding with work without proper contractual coverage could result in nonpayment or necessitate submittal of a contract claim.

E. The COTR's major duties and responsibilities are contained in the Forest Service Handbook of Contract Administration. The COTR is delegated full authority under this contract except for the following actions which are reserved for the Contracting Officer:

DEFINITIONS - ADMINISTRATION TERMS

A. Contracting Officer (CO) - The person executing this contract on behalf of the Government, including any duly appointed successor and authorized representatives of the Contracting Officer acting within the limits of his/her authority.

B. Contracting Officer's Representative (COR) - The on-site contract administrator for the Contracting Officer. The duties and responsibilities of the COR are defined in Section G of this contract or in a letter of designation issued by the Contracting Officer.

C. Inspector - The person(s) appointed in writing by the COR to conduct and document inspections according to contract specifications and provisions. The inspector's authorities are strictly limited, not to exceed the authority to issue to the contractor a Notice of Noncompliance.

D. Calendar Days - Every day shown on the calendar, Saturdays, Sundays and holidays included.

E. Change Order - An order issued to the Contractor by the Contracting Officer, pursuant to the “change” clause included in Section I of this contract, requiring work to be performed, within the general scope of the contract.

F. Work Order - An order written by the COR, which directs the Contractor to correct deficient performance. It may also be used to document acceptable completion of units and to approve starting on additional work units.

G. Notice of Noncompliance - A written notice from the CO or COR which documents, for the Contractor's attention, specific performance deficiencies.

H. Contract Item - A pay item designated on the bid schedule and described by a specification.

I. Labor Standards Provisions - Those statutory and regulatory requirements pertaining to the Contractor's employees and employment practices.

J. Specifications - That portion of the contract comprising a description of the general and technical requirements for materials, products or services to be furnished under the contract.

END OF ADDENDUM TO 52.212-4

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS

(DEC 2014)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(2) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(3) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)"(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

_X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (JAN 2011) of 52.219-4.

__ (13) [Reserved] X _(14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

X (17)(i) 52.219-9, Small Business Subcontracting Plan (Oct 2014) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (iv) Alternate III (Oct 2014) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011)(15 U.S.C. 644(r)).

X_ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

X_ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

X_ (25) 52.222-3, Convict…