Containerized Seedling RFQ1.docx

DATE

AG-05GG-S-10-0005

DATE

1/27/2010

Rod Clausnitzer calls) 509-664-9360 /509-826-6278

LOCAL TIME

INFORMATION CALL:

2/22/2010; 1630 local time

BUSINESS

Wenatchee, WA 98801

|X| HUBZONE SMALL

NAICS: 113210 BUSINESS

|_| SERVICE-DISABLED VETERAN- |_| 8(A)

SIZE STANDARD: OWNED SMALL BUSINESS

11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

|_| SEE SCHEDULE

14. METHOD OF SOLICITATION

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

15. DELIVER TO CODE

Per Individual Task Orders

16. ADMINISTERED BY CODE

Same as Block 9

17a. CONTRACTOR/ CODE FACILITY

OFFEROR CODE

18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE N0.

|X| SEE ADDENDUM

PRODUCTION OF CONTAINERIZED SEEDLINGS

OKANOGAN & WENATCHEE NATIONAL FOREST

Special Note: The solicitation is set aside for HUBZone Contractors and is being advertised as full and open competition with both HubZone and non-HubZone offerors encouraged to submit an offer.

In the event that there are no offers received from HUBZone contractors or all offers received from HubZone firms are more than 20 percent above the Government estimate and the Contracting Officer considers their pricing outside the range considered fair and reasonable, the Contracting Officer may evaluate the non-HubZone firms’ offers for award. For information regarding HUBZone certification and registration go to the Small Business Administration website at http://www.sba.gov/hubzone.

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

Per individual Task Orders

26. TOTAL AWARD AMOUNT (For Govt. Use Only) Per Task Order

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: ____________________

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

UNIT PRICING SHALL BE INSERTED ON THE SCHEDULE OF ITEMS ON PAGE 4

32a. QUANTITY IN COLUMN 21 HAS BEEN

|_| RECEIVED |_| INSPECTED |_| ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

CORRECT FOR

|PARTIAL | |FINAL

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

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER

FOR PAYMENT

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV.3/2005) BACK

Continuation of SF1449

Addendum to Block 19 - SERVICES AND PRICES Executive Summary: The contractor shall plant, grow, pack, store, and deliver 1-0 or plug-1 greenhouse grown, containerized tree seedlings, native shrub and/or herbaceous seedlings using government furnished seed as per performance based specifications with Forest Service guidelines outlined for stock types and species. Tree species to be grown may include Douglas-fir, Ponderosa Pine, Western Larch, Engelmann Spruce, Lodgepole Pine, Western White Pine, Western Red Cedar, and big-leaf maple, in approximate order of importance and estimated numbers likely to be ordered. Shrub species such as Rocky Mt. Maple, Redosier Dogwood, Pacific dogwood, Sitka Alder, Mountain Alder, Common Snowberry, and Shinyleaf Spirea as well as herbaceous species like Yarrow, Pearly Everlasting, and Sedges may be ordered also. The tree seedling delivery shall be to Ranger Districts in the Okanogan-Wenatchee National Forests: Methow Valley (Winthrop), Tonasket, Chelan, Entiat, Wenatchee River (Leavenworth), Cle Elum, and Naches, Washington.

Technical point of contact for the Government is Rod Clausnitzer, Okanogan Valley Office, 1240 S. 2nd Ave, Okanogan, WA 98841; telephone 509-826-3278, e-mail: rclausnitzer@fs.fed.us.

Solicitation submittals: Contractor shall submit a signed SF-1449 and pricing information using the below schedule of items. In addition, other solicitation submittal requirements are an experience questionnaire with past experience, projects and references (example attached), a detailed description of the growing facilities and their locations entitled, “Offeror Certifications and Representations” of 52-212-3, and any other technical proposal information that addresses the evaluation criteria of the clause entitled, “Evaluation – Commercial Items,” of 52-212-2.

This is a five-year Requirements, firm fixed-priced, performance based, supply type contract.

Minimum and Maximum Contract Amounts: As referred to in paragraph (b) of clause 52.216-21, entitled Requirements and contract guarantee for this contract is 150,000 seedlings. Subsequent orders are subject to availability of funds. Maximum contract ordering amounts are described in the above reference clause.

Task Orders: The Government will place task orders for types and quantities of seedlings to be grown on an indefinite delivery, indefinite quantity basis in accordance with unit prices established in the schedule of items for the next five years, not to exceed $250,000 in total value for all orders placed. Contracting Officers, warranted in the Eastern Washington Acquisition Group, may place task orders against this contract. The orders will include quantities, seed information, delivery dates, locations to be delivered, and growing specifications.

Effective Period of the Contract (Agar 452.211-6) (Feb 1988) The effective ordering period of this contract is from date of contract award through December 31, 2014 for the Okanogan and Wenatchee National Forests.

Seedlings shall be delivered within time periods specified per task order to locations as designated. Total effective period for the contract will be no longer than October 31, 2015, thus allowing for growing times and delivery of last seedlings ordered, based on the December 31, 2014 cut-off date.

SCHEDULE OF ITEMS

TYPE

BLOCK

TYPE

PRICE PER 1,000*

* Prices shall remain fixed from Date of Award for a period of one (1) calendar year. After such time, pricing may be renegotiated once a year based upon the current Consumer Price Index.

Shipping is FOB Destination

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C-1 - Scope Of Contract –

The intent of this solicitation and any resultant contract is to secure the services for the production, packing, and delivery of 1-0 or Plug-1 greenhouse grown, containerized tree seedlings or native shrub and herbaceous seedlings from Government-furnished seed. The number of seedlings to be delivered will be the quantity specified in the sowing orders. Tree species to be grown may include ponderosa pine, western larch, Douglas-fir, Engelmann spruce, lodgepole pine, western white pine, and big-leaf maple, in approximate order of importance. Other species such as Rocky Mt. maple, redosier dogwood, Pacific dogwood, Sitka alder, mountain alder, common snowberry, and shinyleaf spirea as well as herbaceous species like yarrow, pearly everlasting, and sedges may be ordered also.

C-2 - Government Furnished Property And Services - The government will:

(1) Provide the numbers of seedlings to be grown plus or minus 10%, including species, stock type, block type and proposed delivery dates, and sowing orders with species lot information, by January 1, each year for spring delivery or by November 30 for summer/fall delivery.

(2) Furnish enough cleaned seed to sow the number of containers ordered under this contract. The seed will be delivered at Government expense, to the Contractor's place of business or other mutually agreed location by January 15, each year (fall plant, Jan.1). Contractor shall be liable for all loss or damage of delivered Government-furnished property until completion and final acceptance of work required under this contract. The contractor may, upon written approval by government, and at contractor expense, re-clean seed if contractor believes this is necessary.

(3) Provide to the contractor the following information on all seed lots: species, seed zone, elevation, seed test date, germination percent, number of seed per pound, purity percent, and testing data, when available, by January 1 for spring delivery or by November 30 for summer or fall delivery.

(4) Provide to the Contractor a tentative shipping schedule (dates, seed lots, and number of seedlings) by March 15 each year for stock to be delivered that spring (summer/fall plant, by Aug.15).

(5) Provide the Contractor with a list of proposed Government delivery dates at least 10 days prior to shipping.

C-3 - Contractor-Furnished Property And Services - The Contractor shall:

(1) Provide all necessary tools, equipment, labor, materials, except as noted in C-2 above, and perform accepted horticultural practices currently in use in the forest greenhouse seedling industry, necessary to promote growth of the trees, shrubs, or herbaceous plants to meet seedling specifications including watering and fertilizing, and protecting the plants from pathogens, insects, animals and adverse conditions.

(1) Copper blocks to be used in this contract may not have more than a total of 3 years of use; retreated copperblocks shall not be used without prior written agreement from the Forest Service.

(2) Provide greenhouse space capable of maintaining a favorable environment of temperatures and lighting.

(3) Provide refrigerated storage facilities capable of storing the full amount of seedlings between lifting and delivery. Seedlings shall be stored in a frozen state when there is over 30 days between lift and delivery, except when frozen storage would result in seedling injury and/or death.

(4) Provide equipment and facilities, and be responsible for, the care and storage of these plants in accordance with attached terms and specifications until the plants are delivered to the Government.

(5) Provide all necessary equipment and labor to deliver seedlings to Government sites.

(6) Monitor seedling growth and vigor periodically through the life of the seedling, through appropriate objective and quantifiable physiological tests or measurements. Records shall be kept and provided to Forest Service. Monitoring plan will be evaluated as part of the technical proposal.

(7) Provide the government with an inventory of live seedlings by lot number as follows:

(8) Provide the Government with an estimated inventory of shippable (plants meeting specifications) seedlings, within 2 weeks of lifting of seedlings for storage.

(9) Meet all Government handling and shipping schedules and packing, loading and delivery requirements.

C-4 - Technical Specifications

(a) Technical Proposal of the Work. As the service required is performance based the Technical Proposal shall be incorporated as part of the resultant contract and serve as a significant part of the technical specifications.

(b) Records. The Contractor shall maintain a current record by dates, listing cultural work undertaken for the contract. These records shall be available to the Government upon request.

(c) Seed Lot Identification. Seed lot identification must be maintained at all times. Any evidence of improper seed lot identification of the trees will be cause for rejection of that lot and no payment will be earned.

(d) Stratification and Sowing.

(1) Stratification. Seeds provided shall be stratified by the Contractor prior to sowing, based on current state-of-the-art for stratification.

(2) Sowing. Contractor will notify COR on date sowing is completed. On date germination has been essentially completed, Contractor shall again notify COR.

(e) Soil Media. Any standard combination of soil material may be used provided it shall hold together when the seedling is extracted from the container and remain intact during shipping and the normal handling of planting operation; soil media shall fill at least 90% of the container capacity.

(g) Seedling Standards.

Tree Seedlings -- Container:

TYPE

BLOCK

TYPE

MINIMUM

CALIPER

(mm)

TARGET

CALIPER

(mm)

MINIMUM

HEIGHT

(cm)

TARGET

HEIGHT

(cm)

MAXIMUM

HEIGHT

(cm)

Tree Seedlings – Plug-1:

TYPE

BLOCK

TYPE

MINIMUM

CALIPER

(mm)

TARGET

CALIPER

(mm)

MINIMUM

HEIGHT

(cm)

TARGET

HEIGHT

(cm)

MAXIMUM

HEIGHT

(cm)

Native Plant seedlings:

TYPE

BLOCK

TYPE

MINIMUM

CALIPER

(mm)

TARGET

CALIPER

(mm)

MINIMUM

HEIGHT

(cm)

TARGET

HEIGHT

(cm)

MAXIMUM

HEIGHT

(cm)

(h) The following guidelines shall be used as a basis for the performance based specifications to be met as minimum standards:

(1) Top pruning at proper time during growing season is permitted.

(2) Minimum stem diameter shall be measured at the cotolydon scar. If this scar is not readily identified then the measurement will be between the growing medium and 5 mm above the medium (proper ht/caliper ratio would be no greater than 55/1 mm).

(3) Prior to the planned lifting date the seedlings shall be gradually hardened off.

(4) No root bound plugs will be accepted. Root bound plugs are defined as seedling roots spiraled or twisted around each other. This prevents normal root growth.

(5) Seedlings shall be of good quality, as evidenced by color, buds, and absence of root, stem or top deformity, mechanical damage, disease, mold, insect or animal damage, and the absence of chlorotic or short abnormal 'bottlebrush' needles. All shippable trees must have 100 percent of the top capable of photosynthesis. All defects lessening the vigor and predictability of a tree to survive and grow shall be classified as a cull.

(6) Only one live seedling per container cavity is permitted. Seedlings may not be so spindly that they are unable to support themselves individually in an upright position.

(7) The roots must completely fill the container. The root mass and soil media shall remain intact when pulled out of the cavity, and remain intact during normal handling associated with tree planting operations. The seedling must be capable of being withdrawn from the container without being damaged.

(8) Prior to the last inspection at the Contractor's facilities, the Contractor shall cull all seed-lots. All seedlings not meeting the minimum specifications shall be removed. Seed lots, which have not been culled, will be rejected in their entirety, and no payment will be made for trees in these seedlots.

(i) Container sizes:

The majority of containers to be used in this contract are 415B copperblock. In addition, smaller amounts of the following block sizes may be required: 313B non-copperblock, 410A copperblock, 410A non-copperblock, 412A non-copperblock, 412A copperblock, 415D Superblock, 415B non-copperblock, 512A non-copperblock, 515A copperblock, 615A copperblock, and 615A non-copperblock.

C-5 - Okanogan-Wenatchee National Forest’s Planting Site Characteristics - This information is provided to assist the contractor in the development of final technical specifications for the growing of the various seedlings that would best fit the end use or result for the seedlings as described below:

1. Site Prep - Broadcast Burn, Spring: 50%; Broadcast Burn, Fall: 20%; Mechanical: 10%; None or Logging Only: 20%

2. Vegetative Competition - Primarily pinegrass, can form dense cover on Tonasket , Methow, Chelan, Entiat, Cle Elum, Lake-Leavenworth, and Naches Ranger Districts. Primarily shrubs can form rapid canopy closure on Lake-Leavenworth, Cle Elum, and Naches Ranger Districts, as well as riparian corridors in all districts

3. Snow Loads - Heavy, as most precipitation occurs in winter.

4. Climate - Arid; hot and dry in summer.

5. Aspects - All

6. Slope - 40% of forest <35% slope; 60% of forest >35% slope.

7. Elevation - Primarily between 3500' and 5500'(up to 6500').

8. Soils - Sandy; sometimes with an ash overlay, some granite parent material.

9. Temperature - Cold winter (sub-zero) to hot summers (100 degrees F)

10. Planting Method - hoe planting, some planting sites may use auger planting.

11. Planting Time - Usually, April 15 - June 15; summer/fall is Aug 15 to Sept. 20. These dates may vary with the weather year by up to two weeks earlier or later.

C-6 - Ideal Seedling Characteristics - The following information is provided as an additional guideline for the final performance based technical specifications that are part of this contract.

1. High root growth potential is essential for early rapid growth during short-time when moisture is not limiting, and to withstand long storage time until out-planting for spring stock.

2. Large caliper, which is strongly correlated to seedling performance, is desired.

3. Shoot/Root Ratio should be as close to 1:1 as possible, for tolerance to extreme site conditions, such as summer heat and drought.

4. Large fibrous root mass is desired, to compete against grasses by forming extensive root systems quickly.

5. A specified seed-lot(s) may be requested for units with very rocky, shallow soils, and short plugs are expected to be required for these units.

C-7 - Quality Assurance Surveillance Plan - The Contracting Officers Representative (COR) will conduct interim inspections of seedlings being produced at pre-approved contractor’s facilities. COR shall notify contractor in advance and arrange by mutual agreement the interim inspections. Contractor shall facilitate or otherwise allow for an adequate surveillance of seedlings being grown for the COR to ascertain compliance with the contractor’s production and quality assurance plan. If the contractor is found to not be in compliance, on written notification of the non-compliance, the contractor shall remedy non-compliance issues in a timely manner. The Government shall provide a re-inspection once notified by the contractor that non-compliance issues have been resolved.

Prior to the last inspection at the Contractor's facilities, the Contractor shall cull all seed-lots. All seedlings not meeting the minimum specifications shall be removed. Seed lots, which have not been culled, will be rejected in their entirety, and no payment will be made for trees in these seedlots.

Final government acceptance shall be between delivery and out planting, and contractor shall be notified of any unacceptable seedling characteristics.

If seedlings are outside desired specifications, the Government may elect to purchase seedlings at a reduced price. Price reductions shall be determined by the Government and shall be based upon research, experience, and professional opinion.

C-8 – Packaging and Marking

Extracting and Packing

(a) The Contracting Officer Representative will notify the contractor of tree request for summer or fall planting at least 10 days prior to the planned date of delivery.

(b) Summer or fall delivery seedlings shall be watered at least 4 days before packaging.

(c) Spring delivery seedlings shall be extracted and packed for freezer storage upon achieving full dormancy and cold hardiness, as determined by contractor monitoring.

(d) Spring delivery seedlings shall be shipped frozen unless specified otherwise. Should the government elect to receive thawed seedlings, the seedlings shall be in a thawed condition for no more than three calendar days prior to shipping. If thawed, seedlings shall be checked for adequate moisture prior to shipping.

(e) Seedlings pulled for packaging shall have the root plugs only, placed in plastic bags, in bundles of 25 or less trees each.

(f) All seedlings shall be packaged in boxes, with a vapor barrier, that remain sturdy after delivery and handling during planting, so no damage occurs to the seedlings. Boxes shall not exceed 20" in height in order to conform to Region 6, USFS pallet system for cooler storage. Boxes shall not exceed 50 lbs. in weight when full of plants.

Storage

(a) Contractor shall place packed seedlings promptly into freezer storage or cold storage facilities that meet the following criteria:

(1) Summer or fall delivery - Cold storage, 33 degrees to 35 degrees F temperature, inside boxes, unless hot planting is intended, in which case, seedlings may be stored at ambient temperatures in a shade house for a short period of time (not to exceed five days). Plug-1 stock should be cooled to 34 to 36 degrees F within 12 hours of lifting.

(2) Spring delivery - Freezer storage, 28 degrees to 30 degrees F over winter (inside boxes), and 34 degrees to 36 degrees F when thawing in spring before delivery.

(b) Boxes shall be arranged during storage, shipping, or other contractor operations in such a manner as to prevent crushing, smothering, heating, or other physical damage.

(c) Contractor shall provide cold storage for a period as specified in Section C.

(d) Cold storage shall not contain substances or chemicals that are injurious to seedlings.

Delivery

(a) The contractor shall be responsible for transportation and delivery of seedlings to multiple sites, based on estimated and confirmed delivery dates and as notified by the Government.

(b) Possible delivery points will be Forest Service District storage facilities, either leased or government-owned, within the Okanogan-Wenatchee National Forests located at: Winthrop, Tonasket, Chelan, Entiat, Leavenworth, Lake Wenatchee, Cle Elum, or Naches, Washington.

(c) Contractor shall submit to the Government at the time of delivery, a nursery shipping ticket. The shipping ticket shall contain the Contract number, Seed Lot Number, number of boxes, number of seedlings per box, product temperature recorded for the period between when loading occurred and delivery is complete and total number of seedlings per seed lot.

(d) Delivery vehicles shall maintain temperatures of seedling containers at 33 degrees to 36 degrees F. Contractor shall monitor and record in 2-hour interim temperatures of seedling stock, when stock is transported over 80 miles. This record shall be submitted to the Government with seedling delivery as described in (c) above.

(e) The Contractor shall be responsible for all trees produced for the Government, until the trees are delivered to, and accepted at, the designated Government site(s) listed above.

(f) The plug formed by the root and rooting media shall be moist upon delivery and seedlings shall have no evidence of drought or moisture stress, or heat stress..

(g) Seedling Delivery. Seedlings shall be ready for delivery by April 1 for spring delivery and August 15 for summer/fall delivery unless another date is mutually agreed upon. The actual delivery dates will depend on environmental conditions and stock needs for each planting season. For the spring delivery, it is anticipated that delivery will be required during the period of April 1 through May 30. The Contractor may be required to provide multiple deliveries. Minimum delivery to a Ranger District shall be the entire amount ordered by the district, or 25,000 seedlings, whichever is less. For small orders of less than 10,000 seedlings, shipping will be negotiated. Pallets will be used to ship boxes. If used, pallets will be returned at Government expense to shipper or the districts will purchase them.

(h) Payment - The Government will accept and purchase excess quantities of seedlings shipped rounded to the nearest full box. Payment is due to the contractor for all actual quantities received that are acceptable by the Government.

ESTIMATE OF STOCK TO BE ORDERED UNDER THE INITIAL TASK ORDER FY2010

FY10 Estimated Needs for Okanogan-Wenatchee NFs

(M Seedlings)

TOTAL

153.900

*NOTE: This initial Task Order will be issued at time of contract award.

Block 27: The full text of a clause or provision may be accessed electronically at www.arnet.gov/far/

CONTRACT CLAUSES

FAR Clause 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (MARCH 2009)

(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 repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects 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 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 Governmentwide 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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 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 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.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(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-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), 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 OMB 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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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. 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 immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

(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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; and 49 U.S.C 40118, Fly American; 41 U.S.C. 423 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, and Compliance with Laws Unique to Government Contracts 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; and

(9) the specification.

(t) Central Contractor Registration (CCR).

(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 CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR 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-ofname 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 CCR 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 CCR 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 CCR 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 CCR database. Information provided to the Contractor's CCR 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 the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of clause)

ADDENDUM TO 52.212-4

CONTRACT ADMINISTRATION DATA

AGAR 452.215-73 POST AWARD CONFERENCE (NOV 1996)

A post award conference with the successful offeror is required. It will be scheduled within 30 days after the date of contract award. The conference will be held at the contractor’s facility, where the seedlings will be grown. At the post award conference, the Contractor shall meet with the Contracting Officer to discuss contract terms and work performance requirements, interim inspections, packaging, shipping and delivery issues.

DESIGNATION OF CONTRACTING OFFICER'S REPRESENTATIVE

The Contracting Officer designates the Contracting Officer's Representative (COR).

The COR 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 Contracting Officer prior to completion of the contract.

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 task assignments which were issued by the COR provided they do not affect the delivery schedule or performance period stated in the contract).

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 COR requests effort outside the scope of the contract, the Contractor should so advise the COR. If the COR 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.

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 contract award through September 30 of each year the contract is extended. Orders may be placed in the initial awarded year up to December 31, 2014.

(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.

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 10,000 tree seedlings, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of 500,000 tree seedlings;

(2) Any order for a combination of items in excess of 1 million tree seedlings; or

(3) A series of orders from the same ordering office within 60 calendar days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(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) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 10 calendar 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 52.216-21 Requirements (OCT 1995) - Alternate I (APR 1984)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do 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 price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) The estimated quantities are not the total requirements of the Government activity specified in the Schedule, but are estimates of requirements in excess of the quantities that the activity may itself furnish within its own capabilities.