AG-4756-S-10-0003.docx

Solicitation Number AG-4756-S-10-0003 Trail Maintenance, Cherokee National Forest Page 29 0f 3

DATE

AG-4756-S-10-0003

DATE

1/15/2010XXXXXXX

INFORMATION CALL:

2/18/10, 4:00 pmxxxxxxxx

USDA Forest Service 2800 North Ocoee Street

|_| UNRESTRICTED OR |X| SET ASIDE: 100 % FOR

BUSINESS

|_| HUBZONE SMALL

NAICS: 115310 BUSINESS

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

SIZE STANDARD: $7.0 M 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

See Individual Task Orders

16. ADMINISTERED BY CODE

USDA Forest Service, Cherokee National Forest 2800 North Ocoee Street, Cleveland TN 37312

17a. CONTRACTOR/ CODE FACILITY

OFFEROR CODE

18a. PAYMENT WILL BE MADE BY CODE

Cherokee National Forest 2800 North Ocoee Street or CSC-FS Cleveland, TN 37312

TELEPHONE N0.

|_| SEE ADDENDUM

Indefinite Quantity/Indefinite Delivery (IDIQ) Contract for Non-Motorized, Wilderness and Non-WildernessTrail Maintenance, Cherokee National Forest

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

See Schedule of Items

25. ACCOUNTING AND APPROPRIATION DATA

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

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: ____________________

TABLE OF CONTENTS

General Information 3

Evaluation Factors for Award 4

Schedule of Items/Task Order Award Process 5

Description/Specifications/Statement of Work 7

Contract Terms and Conditions 11

Representations and Certifications 23

Contract Attachments and Exhibits 31

GENERAL INFORMATION

Introduction

The Cherokee National Forest is soliciting for trail maintenance services on non-motorized wilderness and non-wilderness trails. Work consists of restoring the original trail templates, including clearing, removing slough and berm, borrow, filling ruts and troughs, repshaping backslopes, excavation, reshaping trail tread, restoring drainage, constructing check dams, removing rocks, roots, and stumps, and rehabilitation of trail structures such as stairways, retaining walls, and handrails. Contractor(s) shall furnish all labor, equipment, transportation, supervision, supplies and incidentals to perform this work in accordance with terms, specifications, conditions, and provisions of this solicitation.

This solicitation is expected to result in multiple indefinite quantity/indefinite delivery contracts with one base and four option years that may be exercised at the discretion of the Government. The Government anticipates awarding a minimum of $10,000 to each contractor selected during the first year of the contract. Orders issued by the Government will detail the location of the work, the quantity of the work, and time for performance. The type of work ordered may vary by task order. The Government anticipates placing orders totaling a minimum of $200,000 over the life of the awarded contacts. Task orders will be competed among awarded IDIQ contractors.

Much of this contract work is considered service work and Service Contract Act wage determination and payment procedures will apply to such task orders. Some task orders may be considered construction work, and Davis Bacon wage rates, bonding requirements, and construction payment procedures would apply to those orders. Task orders funded by American Recovery and Reinvestment Act funding will include those clauses and reporting requirements.

This procurement is conducted using simplified acquisition procedures under FAR Part 13.5.

Pre-Bid/Pre-Proposal Conference

Date: January 28, 2010 Time: 11:00 a.m. EST Location: Cherokee National Forest Supervisor’s Office, Large Conference Room 2800 North Ocoee Street Cleveland, TN 37312 phone 423-476-9700 Weather permitting, a site visit will follow to Benton Falls Trail.

Contractors may join via conference call at 866-806-8448; enter passcode 558461.

Submission Requirements

Offerors must complete and submit the following:

1. Business Proposal – one copy

a. Standard Form 1449 (complete blocks 17 and 30)

b. Pricing for each of the three Seed Task Orders

c. Representations and Certifications

2. Technical Proposal – two copies

a. Completed Experience Questionnaire

EVALUATION FACTORS FOR AWARD

Quotes will be evaluated on Contractor’s technical capability, past performance, and prices quoted for the three seed task orders. For this solicitation, past performance and technical capability are somewhat more important than price.

(1) Technical Capability. The Government will evaluate each offeror's technical capability on the basis of its breadth, depth, and relevance to the work required under the prospective contract. Three aspects of experience will be evaluated: experience in trail maintenance activities, experience as the prime contractor for multi-year IDIQ or Requirements contracts covering entire Forests or equivalent installations, and resources offered by the Contractor (personnel, supervision, and equipment). Completion of the Experience Questionnaire attached to this document will provide all required information. Additional information may be submitted to supplement this form if necessary.

(2) Organizational Past Performance. Past performance is a measure of the degree to which an offeror satisfied its customers in the past and complied with federal, state, and local laws and regulations. The Government will evaluate the contractor’s past performance to determine: (1) that the offeror was capable, efficient, and effective; (2) the offeror's performance conformed to the terms and conditions of its contract; (3) the offeror finished within the contract time; (4) the offeror was reasonable and cooperative during performance; and (5) the offeror was committed to customer satisfaction. The Government may evaluate the organizational past performance of the offeror's proposed key subcontractors.

(3) Price The Government will evaluate the offeror’s understanding of the work by examining pricing provided on each of the three seed task orders. A Schedule of Items is provided with each order.

Award Decision Evaluation factors other than price, when combined, are approximately equal to price in the award decision. The critical factor in making any cost/technical trade-off is not the spread between the technical scores, but, rather, the significance of that difference. The significance of the spread of scores will be determined on the basis of what the difference might mean in terms of performance and what it would cost the Government to take advantage of it. Award may not necessarily be made for technical capabilities that would appear to exceed those needed for the successful performance of the work. The Government reserves the right to make cost/technical trade-offs that are in the best interest and advantageous to the Government. In addition to other factors, offerors will be evaluated on the basis of advantages and disadvantages to the Government that might result from awarding to multiple contractors.

SCHEDULE OF ITEMS/TASK ORDER AWARD PROCESS

Three separate seed task orders are provided as an attachment to this solicitation. Contractors shall provide pricing for all three orders in the Schedule of Items provided with each order. These three orders shall be awarded immediately following award of contracts.

A list of pay items for both Wilderness and Non-Wilderness trails is attached to this solicitation. This information is provided so that contractors can understand the types of work activities the Government may order. This list is representative of work to be ordered but not all-inclusive.

Task Order Competition: Task orders will be competed among awarded contractors. Task Order quotes received from contractors will be evaluated on price, contractor availability for performance, and past performance on earlier tasks. The Contracting Officer need not contact each of the multiple awardees under the contract before selecting an order awardee if the Contracting Officer has information available to ensure that each awardee is provided a fair opportunity to be considered for each order. If necessary, the Government reserves the right to make awards outside of this solicitation in order to meet procurement preference goals.

Each awardee will be given a fair opportunity to be considered for a task order exceeding $3,000 unless one of the following exceptions applies:

1. The need for the service is so urgent that providing a fair opportunity would result in unacceptable delay.

2. The order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order.

3. It is necessary to place an order to satisfy a minimum guarantee.

Task Announcement: When a task is identified for award under this contract, the sequence of events will generally be as follows:

1. The CO will notify Contractors of the requirement.

2. When offered an order, contractors must respond to the Contracting Officer with their price and ability to accept and complete the order. Offers will be due within 14 calendar days of the request, or other period as stated in the order request.

Contractors shall submit a price breakdown to the CO in response to the order. The Contractor’s price breakdown shall address all items listed on the task order. Tasks awarded under this contract will be Firm-Fixed Price (FFP) task orders.

3. The CO will issue an order to the Contractor whose proposal represents the best value to the Government.

Work may be performed from date of award through December 31, 2010 for the basic period.

Ordering: In accordance with clause 52.216-18, Ordering, task orders under this contract may be placed by warranted Contracting Officers on the Cherokee National Forest or the Forest Service Economic Recovery Operations Center (EROC – East).

AGAR 452.211-75 Effective Period of the Contract (FEB 1988) The effective period of this contract is from award through December 31, 2010.

Option Period I = January 1, 2011 through December 31,2011 Option Period II = January 1, 2012 through December 31, 2012 Option Period III = January 1, 2013 through December 31, 2013 Option Period IV = January 1, 2014 through December 31, 2014 The performance time for each task order will be stated on the task order.

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 $40,000, but not in excess of $500,000.

The guaranteed minimum amount for each firm’s contract shall be $10,000. Should an IDIQ contractor be unable to competitively secure a task order to meet the minimum guarantee, the Government reserves the right to negotiate a task order with only that contractor in order to meet the guarantee.

DESCRIPTION / SPECIFICATIONS / STATEMENT OF WORK

The Cherokee National Forest has a need for contractors to perform trail restoration and reconstruction work on portions of non-motorized trails across the Forest on an as-needed, requirements basis. Work consists of restoring the original trail templates, including clearing, removing slough and berm, borrow, filling ruts and troughs, repshaping backslopes, excavation, reshaping trail tread, restoring drainage, constructing check dams, removing rocks, roots, and stumps, and trail structures such as stairways, retaining walls, and handrails.

Structures will be restored or constructed within the existing trail templates. Natural construction materials such as rocks, timbers, and logs will be acquired from commercial sources or suitable sites on the Forest when approved by the Contracting Officer. Staging of materials and equipment will be limited to locations approved by the CO.

Trails are located in both Wilderness and Non-Wilderness areas of the Forest. Work within Wilderness areas shall be accomplished using traditional tools and skills. Movement of materials in and out of Wilderness will require use of pack stock or human power. Mechanical transport and motorized equipment use is prohibited by law. See definitions below for activities considered “mechanical transport” or “motorized equipment”. If a task cannot be accomplished using traditional tools, communicate with the CO and do not proceed with work until approved to do so.

Mechanical Transport: Any contrivance for moving people or material in or over land, water, or air, having moving parts, that provides a mechanical advantage to the user, and that is powered by a living or nonliving power source. This includes, but is not limited to, sailboats, hang gliders, parachutes, bicycles, game carriers, carts, and wagons. It does not include wheelchairs when used as a necessary medical appliance. It also does not include skis, snowshoes, rafts, canoes, travois, or similar primitive devices without moving parts.

Motorized Equipment: Machines that use a motor, engine, or other nonliving power sources. This includes, but is not limited to, such machines as chain saws, aircraft, snowmobiles, generators, motorboats, and motor vehicles. It does not include small battery or gas powered handcarried devices such as shavers, wristwatches, flashlights, cameras, stoves, or other smiliar small equipment.

Tools Approved for Use in Wilderness Areas: bow saws, one-person crosscut saw 3' to 4' in length, 2-person crosscut saw 5' to 5 1/2' in length, double bit axe, single bit poll axe w/ wedges, peavy/cant hook, log carriers, loppers/pruning shears, swing blades, fire rake, shovel, adze/hazel hoe, stone hammers, star drills, 6'-7' long iron pry bar, block and tackle with an assortment of rope, wire rope, chains, and cable; grip hoists, draw knife, 2" wide paint brushes, Pulaski/mattock.

The following lists identify existing forest trails that are the highest priority for maintenance work. Other trails may be identified for maintenance work during the life of the contract.

SOUTH ZONE:

Ocoee/Hiwassee Ranger District

County Wilderness

Tellico Ranger District

Wilderness

NORTH ZONE:

Nolichucky/Unaka Ranger District

Wilderness

Watauga Ranger District Trail No.

Trail Name

Wilderness

Project Location

The work will be performed at various locations within the administrative boundaries of the Cherokee National Forest in Tennessee. The Cherokee includes the Ocoee Ranger District (Polk and McMinn Counties), Tellico Ranger District (Monroe County), Nolichucky Ranger District (Unicoi, Cocke and Greene Counties) and Watauga Ranger District (Carter, Sullivan, Washington and Johnson Counties).

A map showing locations of the above listed Waterfall Trails is provided as an attachment. For information on location of other Forest trails, visit National Geographic’s website at http://shop.nationalgeographic.com and search for Trails Illustrated maps as follows: #781, Tellico and Ocoee Rivers; #728, French Broad and Nolichucky Rivers; and #783, South Holston and Watauga Lakes.

Technical Specifications

Specifications are provided in U.S. Customary Specifications for Construction and Maintenance of Trails, July 2005, Supplemental Specifications to EM-7720-103, and Construction Drawings, attached. The requirements in these specifications are hereby made part of this solicitation and any resultant contract. Individual task orders will include specific requirements for work to be performend. A list of pay items for both Wilderness and Non-Wilderness trails that may be ordered under this contract is included as an attachment. This list is representative of work to be ordered but not all-inclusive.

All equipment proposed to be used for performance of the work shall be of the size, type, and in such condition to properly pursue the requirements of this contract. The contractor’s proposed equipment shall be made available to the Contracting Officer for inspection prior to award of the contract if requested by the Contracting Officer. If at any time during the course of the contract any equipment is deemed unsatisfactory, the Contracting Officer may order removal and may require a satisfactory replacement at Contractor’s expense.

Any movement or transportation of equipment to or from the work areas required to pursue the work, repair or replace, or for the Contractor's convenience shall be at the Contractor's expense.

Payment

Payment for performed work will be based on actual work completed by the Contractor and accepted by the Government.

Contractor Representative

The Contractor will provide a Contract Representative for the performance of the work. The name of this person, who will act for the Contractor when the Contractor is absent, will be designated in writing to the Contracting Officer. The Contractor Representative will have full authority to act for the Contractor on all contract matters relating to daily operation of this contract. The Contractor Representative and alternate(s) must be able to read, write, speak, and understand English, and communicate with the Contractor’s employees.

Protection of Improvements

Any improvements damaged by the Contractor’s work will be repaired to the condition that existed prior to the start of work at the Contractor’s expense.

Government-Furnished Property

Any Government-furnished property will be specified on individual task orders. Government-furnished property shall be used and maintained by Contractor in accordance with the provisions of FAR 52.245-1, Government Property (JUN 2007).

CONTRACT TERMS AND CONDITIONS

52.242-15 Stop Work Order (AUG 1989) 52.242-17 Government Delay of Work (APR 1984) 52.246-4 Inspection of Services – Fixed Price (AUG 1996) 52.246-12 Inspection of Construction (AUG 1996) 52.252-2 Clauses Incorporated by Reference (FEB 1998)

52.212-4 Contract Terms and Conditions—Commercial Items (MAR 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 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 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 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.

(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; 49 U.S.C. 40118, Fly American; and 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.

(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-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 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.

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (Edited to include Alternate II for ARRA Acquisitions).

(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) 52.222-50, 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)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(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:

[Contracting Officer check as appropriate.] __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

_X_ (3) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Section 1553 of Pub. L. 111-5).

__X (4) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Mar 2009) (Pub. L. 111-5).

__ (5) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).

__ (6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JULY 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (7) [Reserved] _X_ (8)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-6.

__ (iii) Alternate II (Mar 2004) of 52.219-6.

__ (9)(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.

__ (10) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

__ (11)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) (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.

__ (12) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

__ (13) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (14)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (15) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (16) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

__ (18) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2009) (15 U.S.C. 632(a)(2)).

_X_ (19) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (20) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).

_X_ (21) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (22) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (23) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (24) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

_X_ (25) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (26) 52.222-54, Employment Eligibility Verification (JAN 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (27)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (28) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

__ (29)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

__ (ii) Alternate I (DEC 2007) of 52.223-16.

__ (30) 52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10a-10d).

__ (31)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (Feb 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78, 108-286, 109-53 and 109-169).

__ (ii) Alternate I (Jan 2004) of 52.225-3.

__ (iii) Alternate II (Jan 2004) of 52.225-3.

__ (32) 52.225-5, Trade Agreements (MAR 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (33) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (34) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (35) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (36) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

__ (37) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X_ (38) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

__ (39) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

__ (40) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).

__ (41) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (42)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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:

[Contracting Officer check as appropriate.] _X_ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

_X_ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

_X_ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

_X_ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Feb 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 351, et seq.).

__ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

__ (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247).

__ (8) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)).

(d)(1) )The Comptroller General of the United States, an appropriate Inspector General appointed under section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. App.), or an authorized representative of either of the foregoing officials shall have access to and right to—

(i) Examine any of the Contractor’s or any subcontractors’ records that pertain to, and involve transactions relating to, this contract; and

(ii) Interview any officer or employee regarding such transactions.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settelement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), and (c), of this clause, the Contractor is not required to flow down any FAR clause in a subcontract for commercial items, other than—

(i) Paragraph (d) of this clause. This paragraph flows down to all subcontracts, except the authority of the Inspector General under paragraph (d)(1)(ii) does not flow down; and

(ii) Those clauses listed in this paragraph (e)(1). Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(A) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(B) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(C) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(D) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

(E) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(F) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

(G) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

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

(I) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(J) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

(K) 52.222-54, Employment Eligibility Verification (Jan 2009).

(L) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(M) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

FAR 52.211-10 Commencement, Prosecution, and Completion of Work (APR 1984)

The contractor shall be required to (a) commence work under each task order issued under this contract within 10 calendar days afer the date the contractor receives the Notice to Proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not late than the performance period specified on individual task orders. The time stated for completion shall include final cleaup of the premises.

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 December 31, 2010.