solicitation.doc

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

Offeror to Complete Blocks 12, 17, 23, 24, & 30

7.

For Solicitation Information Call:

Delivery for FOB Destination Unless Block is Marked.

12. Discount Terms

USDA APHIS MRPBS-ASD

Butler Square West 5th Floor 100 North 6th Street

Minneapolis, MN 55403

Unrestricted

Set-Aside 100% for

N/A

RFQ

Same as block #9

17a.

Contractor/Offeror

USDA APHIS WS

12345 West Alameda Pkwy, Suite 204 Lakewood CO 802285

USDA APHS WS Arizona State office,8836 North 23rd Ave, Suite 2 Phoenix AZ 85021

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Schedule B

25. Accounting and Appropriation Data

26. Total Award Amount (For Govt. Use Only)

are not included

27b. Contract/Purchase Order incorporates by reference FAR 52.212-4, 52.212-5 is attached. Addenda are are not attached

28.

Contractor is required to sign this document and return copies to

29.

Award of Contract: Reference.

Offer

Issuing Office. Contractor agrees to furnish and deliver all items set forth or otherwise identified above and on any additional sheets subject to the terms and conditions specified herein.

Dated

. Your offer on Solicitation (Block 5), including any additions or changes which are set forth herein, is accepted as to items:

31c. Date Signed

32a. Quantity in Column 21 Has Been

Received

Inspected

Accepted, and Conforms to the Contract, Except as Noted: ________________________

32g. E-mail of Authorized Government Representative

Complete

Partial

Final

Partial

Final

STANDARD FORM 1449 (REV. 4/2002)

(B) CONTINUATION OF BLOCKS 19-24 FROM SF 1449

Quantity

Fixed wing Aircraft Service as per attached statement of work, Period of performance:

Award -09/30/2008 (FY-08)

Option Period One: Fixed Wing Aircraft Service as per attached statement of work, Period of performance:

10/01/2008 -09/30/2009 (FY-09)

HR

Option Period Two: Fixed Wing Aircraft Service as per attached statement of work, Period of performance:

10/01/2009 -09/30/2010 (FY-10)

TOTAL for CLIN’s 0001-0003 $_______________ Offeror Notes:

(a) The resulting contract will be a Requirements contract, therefore hours stated are only estimates. There is no minimum or maximum guarantee to hours ordered by the Government. The service will be for the USDA APHIS WS for the State of Colorado.

(b) If overnight travel is required by the Government, The contractor will be reimbursed for the pilot’s per diem in accordance to the Federal Travel Regulations.

(c) In accordance with FAR 52.212-1 and FAR 52.212-2, Please ensure your firm provides enough information so an evaluator can rate the following factors: past performance, aircraft standard/special equipment, base of operations and low level flying experience.

(d) In accordance with FAR 52.212-1 (b) (8) A completed copy of the representation and certifications at FAR 52.212-3 is required with submission of proposal.

(e) A written notice of award or acceptance of an offer mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

C.1 STATEMENT OF WORK

The Contractor shall furnish, operate, and maintain one fixed-wing aircraft and one pilot in accordance with the specifications here in for use by the U.S. Department of Agriculture (USDA), Animal and Plant Health Inspection Service (APHIS), Wildlife Services (WS), in support of predator damage management activities primarily near Montrose, Colorado within the State of Colorado. The expected number of hours is 60-75 hours per year.

Flights will be required for coyote and red fox predation on livestock and/or wildlife, for disease monitoring, or to remove invasive species. Flight schedules may be intermittent for extended periods of time because of lack of predation or inclement weather conditions, but the aircraft must be available to provide services in the Montrose, Colorado area when needed upon 24 hours notice.

Colorado WS has interagency and cooperative agreements with other Federal, State, County agencies, and private landholders, and may dispatch aircraft under this contract for such cooperative use. It is imperative to the success of the WS Program that the Contractor provides service upon short notice.

C.2

SPECIFICATIONS

Type of Aircraft

1. The aircraft shall be a single engine highwing, two place (tandem) aircraft of not less than 180 horsepower and shall be highly maneuverable with Short Take Off Landing (S.T.O.L.) characteristics.

2. The aircraft, engine and any “time change” components shall have not less than 200 hours remaining before required overhaul time at the start of the contract.

3. The aircraft shall be a Piper PA-18 Supercub, or equivalent.

4. Seating: Pilot, plus one crew member seat.

C.4

CONDITION OF EQUIPMENT

1. The aircraft must comply with its type design. Any modifications shall have either a STC approval or a Form 337 approval.

2. All surfaces of the wings, empennage and fuselage shall be free of damage. All repairs must be of an approved type so as to return the aircraft to a new, or equal to new, condition. The landing gear shall be maintained in accordance with manufacturer’s specifications. The tires shall be free of cuts and worn areas.

3. All fluid systems in the aircraft shall be free of leaks.

4. All windows and windshields must be clean, untinted and free of scratches that hinder visibility. The aircraft interior must be clean and neat. There must be no unrepaired tears, rips or other damage in the upholstery or headliner. The exterior finish and paint must be clean and in good condition.

5. The instrument and control panels shall be finished with nonreflective paint. Each control and instrument required to be labeled shall be so labeled in accordance with the aircraft’s type design.

C.5

STANDARD EQUIPMENT

1. Aircraft shall be equipped in accordance with FAR 91., VFR day and night.

2. An approved fire extinguisher, a first aid kit and survival kit shall be furnished by APHIS, WS personnel and carried aboard the aircraft on all flights.

3. Full electrical system including generator or alternator, battery and starter.

4. Interphone system between pilot and gunner that is capable of “hands free” or “push to talk” operation at the gunners’ position.

5. Engine hour meter reading in hours and tenths, or hours and hundredths, actuated by an engine oil pressure switch to record engine running time only.

C.6

SPECIAL EQUIPMENT

The aircraft shall have the following special configurations for ‘WS’ operations:

1. Shoulder harness for both seats with inertia reel for rear seat. (Installation similar, but not limited to, examples found in FAA Advisory Circular 43.13-2, chapter 9.)

2. Left side shooting window only and will be capable of being locked open in flight to provide adequate angle of fire for gunner. Window size limited to a maximum of 22 inches measured from front to rear of opening.

3. Rear seat control stick removable and adequate protection provided for control mechanism and under seat area to prevent ejected shells, etc., from interfering with the controls.

4. Protection for, or removal of, rear seat throttle quadrant to prevent interference by gunner.

5. “High visibility” marking applied to aircraft as follows:

a. Paint outer 4 inches of rear face of propeller

b. Paint or tape leading edge of wing strut on shooting side.

6. Large oil cooler.

7. Deluxe front seat.

8. Cabin air assembly.

9. Outside air temperature gauge.

10. Engine rebuild specifications.

A. Rebuilt to factory new specifications as described by FAR Part 43.2b.

Accomplishment of above items is to be listed in engine work order and engine log entry.

11. The following requirements apply to a Husky aircraft:

A. The airplane must be certified for at least 2000 pounds gross weight capability for the duration of the contract.

B. The aircraft must be equipped with :

i. Cabin air assembly

ii. Side window vent, front and rear

iii. Outside air temperature gauge

iv. Large oil cooler

C. The engine has to maintain a normal operating temperature per the pilot operating handbook at 70 degrees outside air temperature during aerial operations.

12. The following requirements apply to a Piper Aircraft (Super Cub) only:

A. The aircraft will be required to be transferred from standard airworthiness certificate normal/utility category to special airworthiness certificate restricted category, unless the 2000 pound gross weight increase is installed by STC. This will consist of an inspection by USDA/APHIS/WS (Lloyd Burraston, 435-867-5579, or his designee) via a field approval FAA Form 337. Attaching hardware as described in the FAA Form 337 must be replaced at 12 month or 1000 flight hour intervals whichever occurs first.

B. Boundary Layer brand Vortex Generators required.

The following “Special Equipment” to be furnished by APHIS/WS.

1. Aircraft engine heater.

2. Automatic flagman with three way pistol grip switch.

3. Shotgun mounting rack.

C.7

CONTRACTOR-FURNISHED AVIONICS SYSTEMS

The following systems shall be furnished, installed, made operable and maintained by the Contractor in each contract aircraft in accordance with the installation and maintenance standards referenced elsewhere in this contract.

1. Radio Transmitter/Receiver Systems

The aircraft shall have:

a. Aircraft shall be transponder equipped with mode C encoder altitude capabilities.

b. One VHF/AM airways communication transmitter/receiver system, 720 channel capability to communicate with all airways communication facilities in the area of operation for this contract, minimum 5 watts transmit carrier power.

c. FAA approved Emergency Locator Transmitter unit (ELT) of the automatic deployable or automatic fixed type meeting the latest TSOs of FAR 37.200 (currently-TSO-C91), attached to the aircraft as far aft as practicable per FAR 91.52(c). The pilot shall insure that each passenger is familiar with the operation of the ELT.

d. Batteries in ELT’s shall be maintained in accordance with FAR 91.52(d) and Advisory Circular AC 00-35A including: legibly marking the expiration date of the battery on the outside of the ELT; using only factory supplied, properly dated batteries and not undated batteries obtained from a local store; and recorded (in the aircraft maintenance log book) the new expiration date for the replacement battery, and the date(s) of compliance with applicable AD notes for the ELT.

2. Audio Control System

a. The installation standards of paragraph 5(b) under Installation and Maintenance Standards shall be carefully followed to avoid noise, interference, and crosstalk in the audio circuitry.

b. The pilots shall be able to talk on all radio communication transmitters and the interphone system with a single microphone plugged into a single microphone jack. This will require a rotary (or equivalent) switch to select only one transmitter system at a time to the pilot’s single microphone jack.

c. The pilot shall be able to listen to all communication receivers and interphone systems with a single headset plugged into a single jack.

d. The observer’s/gunner’s microphone and headset jack shall be paralleled with the pilot’s jack, except isolation relays shall be provided for the mike circuits, and impedance matching networks for the headphones.

The observer’s/gunner’s cord shall be routed from the wing root panel with proper length (coil cord) for connection to the headset/microphone/PJ-055 and PJ-068 (to accept a U-174 jack).

e. An override type interphone system shall mix with but not mute selected receiver audio and be operable without regard to the position of the transmitter selector switch. (Interphone push-to-talk switch separate from the transmit push-to-talk switch.)

f. Separate push-to-talk switches for interphone and transmit shall be provided, the pilot’s switches on the control stick and the observer’s/gunner’s switch mounted on the right rear floorboard. The operation of a push-to-talk switch at any one position shall not energize the microphone at any other position.

g. The system shall be designed for 600 OHM headsets, an electric boom-microphone (Gentex Mode 15060 noise-canceling boom microphone, or equal). The system shall also operate with carbon microphones.

C.8

AVIONICS SYSTEM

1. This solicitation includes systems utilizing Government-furnished avionics equipment, for which the Contract is required to make provisions in his aircraft. The Government will pay for installation of this equipment.

2. The Government will retain full ownership and control of any property which it may loan and retains the right to withdraw Government property at any time. The Contractor shall execute property loan documents for all property loaned and shall return, to the Government office making the original issue, all Government property upon the termination of the contract or immediately after the end of field season use of the aircraft.

3. The Contractor shall arrange with the Contracting Officer for any required maintenance of the Government-furnished property.

4. The Government will furnish and maintain one VHF-FM mobile radio.

The Contractor is responsible for the balance of the system necessary to insure proper operation in accordance with the installation and maintenance standards cited below.

5. The Contractor shall furnish, install, make operable and maintain the balance of the system, including the following:

a. The receiver audio, microphone audio, and transmitter keying circuits shall be connected to the aircraft’s integrated audio and transmit selector system (designated Auxiliary), via a control cable from the main wiring harness terminated with a proper plug to accommodate radio make & model.

b. A vertical polarized antenna shall be provided for each radio.

c. Provide 12 volt DC power to government furnished radio through a suitable circuit breaker.

d. The government furnished radio equipment shall remain in the aircraft during the entire contract period.

The government will not pay for any thing related to item 5.

C.9

INSTALLATION AND MAINTENANCE STANDARDS

1. Particular attention is called to the following FAR requirements:

a. All avionics installation and maintenance and approval of the aircraft for return to service after such installation and maintenance shall be performed by an FAA certified repair station or a manufacturer.

b. All avionics systems shall be installed and maintained in accordance with the manufacturer’s specifications and instructions and shall be made operable and maintained operable to the manufacturer’s specifications.

2. Acceptable methods, techniques and practices for aircraft alterations, inspection and repair are detailed in FAR Part 43 and Advisory Circulars AC 43.13-1A and AC 43.13-2A.

3. The recommendations in AC 43.14-1A Chapter 11 “Electrical Systems” and Chapter 15 “Radio and Electronic Systems,” as well as AC 43.13-2A Chapter 1 “Structural Data,” Chapter 2, “Radio Installation,” Chapter 3 “Antenna Installation,” shall be strictly adhered to. These include, but are not limited to the following:

a. Wire and cable. Wire and cable selected for proper size and the environment they will be subjected to and marked (wire and cable marked with a combination of letters and numbers which identify the wire or cable, the circuit it belongs to, its gauge size or cable characteristics and any other information required to relate the wire or cable to the wiring diagram. Mark at each end at 30 to 38 cm. intervals along the wire or cable. Short wires or cables under 18 cm, mark in the middle. Coaxial cable and wire bundles, install marked sleeving), routed, tied, laced, clamped and protected per AC 43.13-1A Chapter 1.

b. Interference protection. Bonding, Shielding and filtering; per AC 43.13-1A Chapter 15, and in accordance with Appendix 7 of ARINC Specification No. 413. Special care is mandatory in avoiding ground loops and interference coupling in “Category IV Sensitive Wiring” such as microphone circuits, audio output circuits, signal inputs to flight computers, etc. ARINC Spec. No. 413 can be purchased from:

Aeronautical Radio, Inc.

2551 Riva Road

Annapolis, MD 21401

Telephone: 301/266-4000

(ask for documents section)

c. Antenna location. Antennas located to: minimize interaction among radio systems, minimize pickup of electrical interference; minimize obstruction to signal reception by aircraft or aircraft components; and avoid interference with air supply to pilot and instrument static sources; per AC 43.13-2A Chapter 3.

d. Antenna installation. Antennas installed: on metallic skin, with reinforcing plates or doublers; on non-metallic skin or open frameworks, with an aluminum sheet ground plane, properly secured and electrically bonded to the airframe and of adequate size for the frequency of the antenna; per AC 43.13-2A Chapter 3.

e. Antenna type. Antennas to be: weatherproof external antennas; vertically polarized for VHF or UHF communications and ELTs; polarization for navigation and other systems as required by the system; broadband for multi-channel communication systems (with VSWR less than 1.5 to 1 for narrow-band VHF communication antennas, less than 2 to 1 for broadband VHF communication antennas); and as required by the manufacturer of the system for other systems; per AC 43.13-2A Chapter 3.

f. Equipment mounting. Avionics equipment mounting location and installation to: not interfere with flight crew safety space and comfort; be readily accessible for service; provide air circulation for proper cooling; protect from damage, by baggage, by seat deflection, by hazardous fluids or fumes (water, slurry, oxygen, fuel, etc.), by striking other equipment or parts of the aircraft; provide sufficient slack in all cables at units, instruments, and control heads to facilitate their removal and servicing; per AC 43.13-2A Chapter 2.

C.10

CONDITION OF EQUIPMENT

1. The aircraft must comply with its type design. Any modifications shall have either a Supplemental Type Certificated (STC) approval or a Form 337 approval.

2. All surfaces of the wings, empennage and fuselage shall be free of damage. All repairs must be of an approved type as to return the aircraft to a new, or equal to new, condition. The landing gear shall be maintained in accordance with manufacturer’s specifications. The tires shall be free of cuts and worn areas.

3. All fluid systems in the aircraft shall be free of leaks.

4. All windows and windshields must be clean, and free of scratches that hinder visibility. The aircraft interior must be clean and neat. There must be no un-repaired tears, rips or other damage in the upholstery or headliner. The exterior finish and paint must be clean and in good condition.

5. The instrument and control panels shall be finished with non-reflective paint. Each control and instrument required to be labeled shall be so labeled in accordance with aircraft’s type design.

C.11

PILOT REQUIREMENTS

The pilot provided shall be qualified in accordance with the WS Aviation

Operations and Training Policies, in addition to the requirements herein.

C.12

PILOT QUALIFICATIONS

1. Pilot must be able to be carded by the Wildlife Services, Aviation Training and Operations Manager.

2. Pilot must be able to pass the required background check.

3. Commercial pilot certificated with the current Class II Medical.

4. 1,500 hours total pilot time.

5. 1,200 hours Pilot in Command in single engine land (SEL) aircraft.

6. 200 hours Pilot in Command (PIC) time in the preceding 12 months, including 50 hours in a similar type aircraft in the preceding 6 months.

7. 100 hours PIC in the same make and model of aircraft to be used on WS missions.

8. 200 hours PIC in low-level operations over typical terrain found in the area of operations, including 50 hours in the preceding 6 months.

9. 250 hours experience as PIC for predator hunting operations or 500 hours PIC for agriculture application operations.

NOTE: Depending on the total experience level of the pilot, pilots that do not meet the recent short-term flying time requirements, but meet all other requirements, may be granted a waiver by the Aviation Training and Operations Manager waving certain short term requirements.

C.13

PILOT AUTHORITY AND RESPONSIBILITY

1. The pilot is responsible for the safe operation of the aircraft and the safety of its occupants and cargo. The pilot may be able to function as a mechanic on his aircraft, as long as both combined duties do not exceed the 8 hour per day limit. Safety requirements, such as preflight, reserve fuel, weight and balance limitations shall be strictly adhered to. The pilot shall refuse any flight or landing which the pilot considers hazardous or unsafe.

2. Pilots must demonstrate the following:

a. Positive flying safety attitudes and habits.

b. Positive attitude regarding requirements and procedures for aerial hunting of predatory animals.

c. Emotional stability under the stress of low level aircraft operations required for aerial hunting.

d. Positive personality characteristics required to work and communicate effectively with field personnel and cooperators.

e. Knowledge of and/or willingness to learn predator habits and how to effectively and efficiently hunt them.

f. Ability to safely identify and maintain effective airborne contact with the target animal.

g. Willingness to work unusual hours and lodge at remote field locations.

3. Pilots of single engine aircraft shall be limited to flight during daylight hours and under VFR conditions only. Daylight hours are defined as 30 minutes before the official sunrise to 30 minutes after official sunset, or during extended twilight hours when terrain features can be readily distinguishable for distance of at least one mile.

C.14

GOVERNMENT PROVIDED PERSONAL PROTECTIVE EQUIPMENT (PPE)

1. The pilot shall wear an aviator’s protective helmet equipped with the Attenuated Noise Reduction boom microphone and headset compatible with radio specifications of this purchase order during all flights. The helmet shall be equipped with a chin strap and shall be individually fitted to cover the head, back of the neck and ears.

2. Pilots shall wear long-sleeved flight suit made of fire resistant polyamide or aramid material or equal. Pilots shall wear leather and leather or polyamide or aramid gloves. The shirt, trousers, boots, and gloves shall overlap to prevent exposure to flash burns.

3. Pilots shall have available personal protective clothing and equipment for personal sue such as snow shoes, parka or heavy jacket, mitts and sunglasses.

C.15

FLIGHT OPERATIONS

Flight operations will be conducted in strict compliance with the WS Aviation Operations Policies, the WS Aviation Safety Program Policies, the Federal Aviation Regulations, Federal Airborne Hunting Act, and any applicable State and local laws.

INSPECTION AND ACCEPTANCE

C.16

PRE-USE INSPECTION OF EQUIPMENT

1. The Contractor shall make its equipment available for inspection at the designated base of operations or other location acceptable to the Government at a mutually agreed upon time not later than 24 hours prior to the established reporting date. At the time of inspection the aircraft shall (1) be properly certified and registered by the FAA, and (2) comply with all specifications set forth herein.

2. If the aircraft meets all requirements of the contract, an Aircraft Data Card (APHIS Form 150) authorizing use of the equipment will be issued by the Contracting Officer or his/her designated representative. The Aircraft Data Card shall be with the aircraft at all times.

C.17

INSPECTION/REINSPECTION EXPENSES

The Contractor will not be charged for the pre-use inspection or one reinspection after each 90 calendar days of exclusive use within the contract period. The expense of any other reinspections required due to either the Contractor’s failure to provide equipment or personnel meeting contract requirements or from substitution of personnel or equipment will be charged to the Contractor.

C.18

INSPECTION OF PERSONNEL

1.

Upon request, the Contractor shall promptly submit completed pilot (and mechanic, if applicable) information forms for all personnel that may be utilized under this contract. Information from these forms will be used in evaluating the pilot’s and mechanic’s qualifications. Only these individuals whose past experience can be verified will be considered for use on this contract.

2.

Pilot performance evaluation will be conducted when determined necessary by the Aviation Training and Operations Manager to further verify the pilot’s ability to perform on this contract. The aircraft used for this evaluation shall be the same type and model as offered for the contract and will be provided by the Contractor for the evaluation flights at the Contractor’s expense. Location of the evaluation flights should include access to terrain similar to that to be flown during the contract period when possible.

SECTION C – CONTRACT CLAUSES and PROVISIONS 52.212-4 Contract Terms and Conditions—Commercial Items (FEB 2007)

(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 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; 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.

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items. (MAR 2007)

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

(2) 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:

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

__ (3) 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).[

__ (4) Reserved]

_X_ (5)(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.

__ (6)(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.

__ (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

__ (8)(i) 52.219-9, Small Business Subcontracting Plan (Sept 2006) (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.

_X_ (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

__ (10) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (11)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Sept 2005) (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.

__ (12) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Oct 1999) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (13) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004).

_X_ (15) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

__ (16) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2006) (E.O. 13126).

__ (17) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (18) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (19) 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_ (20) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

_X_ (21) 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).

__ (22) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

__ (23)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Aug 2000) (42 U.S.C. 6962(c)(3)(A)(ii)).

__ (ii) Alternate I (Aug 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

__ (24) 52.225-1, Buy American Act—Supplies (June 2003) (41 U.S.C. 10a-10d).

(25)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (Nov 2006) (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.

__ (26) 52.225-5, Trade Agreements (Nov 2006) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (27) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2006) (E.o.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (28) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (42 U.S.C. 5150).

__ (29) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (42 U.S.C. 5150).

__ (30) 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)).

__ (31) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

__ (32) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

__ (33) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

__ (34) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).

__ (35) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (36)(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, as Amended (July 2005) (41 U.S.C. 351, et seq.).

__ (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.).

__ (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.).

__ (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.).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(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 settlement. 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), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 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.

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

(iii) 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).

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

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

(vi) 52.222-41, Service Contract Act of 1965, as Amended (July 2005), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.).

(vii) 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…