RFP AG-6395-S-11-0037 for Backtag Cement.doc

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30

a. NAME

Corinne Nygren, Contract Specialist

Corinne.m.nygren@aphis.usda.gov

b. TELEPHONE NUMBER (no collect calls)

(612) 336-3235

8. OFFER DUE DATE/

LOCAL TIME

02/23/2011

2:00 PM CT

USDA, APHIS, MRP BS, ASD, Contracting Team

Butler Square, 5th Floor

100 North Sixth Street

Minneapolis, MN 55403

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UNRESTRICTED OR

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SET-ASIDE 100 % FOR:

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SMALL BUSINESS FORMCHECKBOX

EMERGING SMALL

BUSINESS

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HUBZONE SMALL FORMCHECKBOX

8(A)

BUSINESS

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SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

NAICS: 325520

SIZE

STANDARD: 500 employees

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

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SEE SCHEDULE

12. DISCOUNT TERMS

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13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700) N/A

13b. RATING

14. METHOD OF SOLICITATION

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RFQ FORMCHECKBOX

IFB FORMCHECKBOX

RFP

USDA, APHIS, Contracting Attn: Corinne Nygren Butler Square, 5th Floor 100 North Sixth Street Minneapolis, MN 55403 Fax: 612-336-3550

FACILITY

National Finance Center PO Box 60000

New Orleans, LA 70160

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SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Schedule – continuation pages

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

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27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED.

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27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.

ADDENDA FORMCHECKBOX

ARE FORMCHECKBOX

ARE NOT ATTACHED.

ADDENDA FORMCHECKBOX

ARE FORMCHECKBOX

ARE NOT ATTACHED.

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29. AWARD OF CONTRACT: REF. ______OFFER DATED ___. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: _____

Larry Nelson

32a. QUANTITY IN COLUMN 21 HAS BEEN

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RECEIVED

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INSPECTED

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ACCEPTED AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32b. SIGNATURE OF AUTHORIZED GOVTERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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PARTIAL FORMCHECKBOX

FINAL

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COMPLETED

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PARTIAL

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FINAL

40. PAID BY

42b. RECEIVED AT (Location)

42c. DATE REC'D (MM/DD/YYYY)

42d. TOTAL CONTAINERS

Solicitation for Cattle and Swine Backtag Cement Solicitation# AG-6395-S-11-0037

PART I – THE SCHEDULE

SECTION A –SUPPLIES AND PRICES / COSTS

A. Items and Prices

Offeror shall submit a firm-fixed price offer for all costs necessary to furnish all labor, transportation, supplies, etc. needed to provide the backtag cement according to the specifications in the following solicitation, for the United States Department of Agriculture (USDA). Animal Plant Health Inspection Service (APHIS), Veterinary Services (VS). Price quotes should be of sufficient detail to determine their adequacy.

OFFERS SHALL BE SUBMITTED BASED ON A PRICE PER UNIT

Base Contract Period: Date of award through twelve (12) months.

Item Description of Item Unit Estimated Unit Price Total Estimated No.

Quantity Per Unit Price Cattle and Swine Tube 770,000 $_________

Backtag Cement

Cattle and Swine Pint 44,000 $_________ $__________

Cattle and Swine Quart 26,400 $_________ $__________

Option Period One: Date of exercise through twelve (12) months.

Item Description of Item Unit Estimated Unit Price Total Estimated No.

Quantity Per Unit Price

Cattle and Swine Pint 44,000 $_________ $__________

Option Period Two: Date of exercise through twelve (12) months.

Item Description of Item Unit Estimated Unit Price Total Estimated No.

Quantity Per Unit Price

Cattle and Swine Pint 44,000 $_________ $__________

Option Period Three: Date of exercise through twelve (12) months.

Item Description of Item Unit Estimated Unit Price Total Estimated No.

Quantity Per Unit Price

Cattle and Swine Pint 44,000 $_________ $__________

Option Period Four: Date of exercise through twelve (12) months.

Item Description of Item Unit Estimated Unit Price Total Estimated No.

Quantity Per Unit Price

Cattle and Swine Pint 44,000 $_________ $__________

TOTAL ALL LINE ITEMS $___________

OFFEROR NOTES

1. As a minimum, offeror’s must submit the following to the Contract Specialist to be considered responsive (See Section 52.212-1):

· Copy of the completed FAR 52.212-3 “OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL. You may complete the form included in this solicitation OR you may complete the on-line version and provide proof of the on-line registration. Proof can include a statement stating you have registered in ORCA. The Online Reps and Certs Application Representations and Certifications Application (ORCA) is located on the internet and site can be found by going to http://www.bpn.gov.

· The form 1449-Solicitation Contract Order for Commercial Items

· Completed Schedule of items (See Part I, Section A – Services and Prices/Cost)

· Past performance information (See Part VI, the Provision 52.212-2 – Evaluation Commercial Items).

· Backtag cement samples, and instructions shipped separate than the actual quote documents listed above. (See Section E – Testing and Approval of Product for further information on the samples and the section entitled Packaging and Marking for the information on instructions).

If an offerors proposal package does not contain all of the items listed above, the proposal may be considered incomplete for evaluation purposes and no further consideration will be given to the offerors proposal, thereby making an offeror ineligible for award.

The Offeror Representations and Certifications, Form 1449, Schedule of Items, and Past Performance information need to be sent to the attention of Corinne Nygren at the address listed on the 1449 form. If the proposal is sent via email the past performance information must be in a separate document than the other documents.

2. The intent of this contract is to make a single award. Therefore, the awardee must be able to supply all three line items for each performance period, which includes all three sizes, in the estimated quantities stated in the contract. In the event we are not able to make a single award, the Government reserves the right to make multiple awards.

3. The quantities as listed in the “Schedule of Items” are estimated requirements for this contract period. The USDA, APHIS attempts to be as accurate as possible when providing estimated quantities, however, actual quantities required may vary from the quantities listed.

4. The written portion of the proposals shall be submitted via email, postal mail, delivery service mail, or by facsimile.

PART II - WORK STATEMENT

A. Background Veterinary Services uses back tag cement for use in adhering water resistant back tags to cattle and swine for health identification purposes in connection with the Market Cattle Identification (MCI) Program and the Market Swine Testing (MST) Program. MCI and MST are conducted in cooperation with various State agricultural agencies. In order for the program to be successful and be conducted with minimum expense and labor, it is necessary that the adhesiveness of the cement furnished be capable of retaining the tags applied during the MCI and MST procedures; when a tag is lost, the animal must be re-identified which is a time consuming effort and can create irreparable damage to the program operations, as well as cause additional stress on the animals. Because VS conducts these programs year around in varying climates, it is critical that the cement be of a formula and consistency that will guarantee proper adhesion in varying degrees of temperature, humidity and precipitation.

B. Scope of Work

The U.S. Department of Agriculture (USDA), Animal & Plant Health Inspection Service (APHIS), Veterinary Services (VS), intends to establish a firm-fixed price indefinite delivery indefinite quantity commercial supply contract for cattle and swine backtag cement packaged in tubes, screw top pint sized cans and standard quart size cans. The Government shall test product samples and award a contract to the vendor whose product offers the best value to the government.

C. Period of Performance

The effective period of the contract shall be from date of award through twelve (12) months, with four (4) twelve (12) month options to renew. The Contractor shall be notified by written notice prior to the contract anniversary date, of the USDA’s intent to renew. If all the options periods are exercised at the discretion of the USDA, the contract will expire 60 months from the award date.

D. Backtag Cement Specifications and Requirements Technical Specifications for all Line Items

The cement furnished shall be of fresh manufacture and shall be capable of producing sufficient adhesion for attachment of polyethylene-coated paper stock or rubber-impregnated paper stock backtags to cattle and swine. It shall have sufficient tack and adhering ability to prevent the loss of tags from animals for a minimum of fourteen (14) days. The cement shall not glaze over before the tag can be applied. The application of tags typically takes an estimated 10 to 15 seconds from the time the glue is applied to the paper stock to the time taken to paste said paper stock to the respective animal. Cement shall adhere readily on wet animals and shall hold to all animals immediately upon application. Further, it is imperative that the glue be of a consistency that will insure that the paper stock, when adhered to the animal, shall remain in the same location on the animal. It is imperative that all cement be water resistant and shall function under adverse conditions of use such as extremely hot or extremely cold weather conditions.

The cement shall be of a paste consistency which will resist run-off in all temperatures occurring in the United States, including temperatures greater than 100 degrees Fahrenheit and less than 0 degrees Fahrenheit, and yet remain sufficiently fluid for ready application.

The contractor may not substitute a different type or form of backtag cement for this contract other than what was tested and approved during the solicitation process, unless this is approved prior by the government.

Tube Specifications The tubes furnished shall be aluminum or plastic, of sufficient strength so it will not rupture from hand pressure during application and have a minimum capacity of 5 fluid ounces and a maximum capacity of 8 fluid ounces. It shall have a tip with an emission orifice sized to freely apply the cement. It should have a sealed opening designed to prevent leaking during filling, shipment, storage, and reshipment. This shall be easily removed without the need for additional supplies or equipment at the time of use. A corresponding threaded cap shall be furnished to seal tight the tip end of the tube.

TUBES SHALL NOT LEAK DIRING SHIPMENT, STORAGE OR RESHIPMENT.

TUBES SHALL BE MARKED BY DATE AND BATCH/LOT NUMBER

TUBES SHALL STATE MINIMUM AND MIZIMUM STORAGE TEMPERATURE

Can Specifications The screw top cans shall accommodate the Plews #62 adhesive gun, which is sold by the Plews division of the Stant Corporation. In past contracts, the government has accepted one pint cans with cone or flat tops where the height of the can was roughly 5 ¼ inch.

The standard cans shall be equipped with a mechanism to prevent leakage and spilling when not in use. In the past, the government has accepted quart size cans which were round metal cans with a friction press-on cover. Cans procured in the past were secured with clips to prevent leakage and spilling.

CANS SHALL NOT LEAK DIRING SHIPMENT, STORAGE OR RESHIPMENT.

CANS SHALL BE MARKED BY DATE AND BATCH/LOT NUMBER

CANS SHALL STATE MINIMUM AND MIZIMUM STORAGE TEMPERATURE

In accordance with FAR 52.212-1(e) offerors may submit alternate proposals for Government consideration on the type of containers for the three line items.

Material Safety and Data Sheet Offeror shall submit the Material Safety and Data Sheet for each case of glue to be provided under this contract.

Packaging And Marking The method of packing the cement in to the containers shall insure a maximum retention of the adhesive qualities. During the shelf life of the cement, the pigment shall not separate or harden. The minimum shelf life of the cement shall be twenty four months, beginning from the date of shipment. A “use by” date must be included on each individual container of cement.

Each individual container of cement must be accompanied by accurate manufacturer instructions explaining the proper storage, and application of the cement. The instructions should be provided in written form, diagram/picture form, and video form such as a simple “YouTube” style video (no longer than 2 min) demonstrating the correct application of the cement on the tag and the animal.

Cement offered under all CLINS shall be packaged in a manner that allows quick and efficient handling for end users. In past procurements, the Government has accepted 5 ounce aluminum tubes packaged as follows; 24 tubes per box where 4 boxes fit in one case. The intermediate boxes, which stored 24 tubes, had, and if proposed under this current solicitation, shall have burst strength of a minimum of 200 pounds. The master case, which stored 4 boxes x 24 tubes, had, and, if proposed under this current solicitation, shall have minimum burst strength of 350 pounds.

Also, in past procurements, the Government has accepted 12 pint cans packaged in a case and 12 quart cans packaged per case. Offerors proposing alternate packaging shall describe their alternate packaging proposal in their offer. Regardless of the proposed packaging, offerors shall comply with United States Post Service or respective delivery entity packaging requirements and shall be marked with the maximum shelf life, which shall be a minimum of 24 months from the date of shipment.

See Packaging and Marking Instructions - Attachment One Special Marking – National Stock Numbers National Stock No. for Tubes:

National Stock No. for Screw Top Cans:

National Stock No. for Standard Cans:

All cases and shipments shall comply with all Department of Transportation (DOT) regulations which shall include being marked and shipped as ORM-D (Ref. 49-173.150). The marking shall be on each case so that the Government can reship without any additional marking. The tubes, screw top cans and standard cans shall be marked with the minimum actual shelf life, which shall be a minimum of 24 months from the date of shipment The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract.

Deliveries

Shipment of deliverable items, other than reports, shall be to:

APHIS/VS Logistics Support Center

1541 East Bannister Rd, Bldg 41

Kansas City, MO 64131

Placement of Orders

The Contractor shall provide items under this contract only as directed in a delivery order issued by the Minneapolis contracting office. In accordance with FAR 16.505, each delivery order will include: (i) Date of order (ii) Contract number and order number (iii) Contract item number and description, quantity, and unit price (iv) Delivery or performance date (v) Place of delivery or performance (including consignee) (vi) Additional packaging, packing, and shipping instructions, if any (vii) Accounting and appropriation data (viii) Method of payment and payment office, if not specified in the contract (ix) Any other pertinent information.

Delivery orders will be issued on an as needed basis for bulk quantities of backtag cement.

Delivery orders will be sent to the vendor electronically.

(a) The Contracting Officer may issue delivery orders under this contract obligating funds for the procurement of specific quantities of backtag cement prior to the Government needing delivery of said ordered quantities. Delivery Orders may be issued authorizing an Ordering Officer to place orders against the delivery order and schedule specific delivery dates and quantities up to, but not exceeding the total quantity authorized by the Contracting Officer.

E. Testing and Approval of Product

Contractor’s wishing to submit an offer for this Request for Proposal need to submit samples which need to be shipped, separate from the actual proposal, to the USDA, VS Warehouse at the address listed below. Failure to submit samples, or failure of the offerors’ sample(s) to meet specifications, or submitting the actual offer (pricing) to the USDA, VS in Kansas City, MO will render an offer non-responsive and ineligible for award. DO NOT INCLUDE PRICING (THE OFFER) WITH THE OFFEROR SAMPLES.

Samples of each backtag cement unit; tube, pint and quart container, and the instructions must be received at the following location by the date and time specified for receipt of offers:

APHIS/VS Logistics Support Center

Attn: Melody Allison

1541 East Bannister Rd, Bldg 41

Kansas City, MO 64131

The following samples and information shall be submitted:

· Two (2) 5 - 8 ounce tubes with a certified analysis of physical and chemical content.

· Two (2) screw top cans, those with a screw top that will accommodate the Plews number 62 adhesive gun with a certified analysis of physical and chemical content.

· Two (2) quart size cans with a certified analysis of physical and chemical content.

· Instructions per evaluation criteria #5 and as indicated in the section entitled “Packaging And Marking” on page 8.

If an Offeror ‘s submits an alternate proposal they must provide samples for the alternative product and the same number of samples as requested above.

The sample of backtag cement supplied must not differ in any way from the backtag cement to be supplied to the USDA, APHIS, VS under this contract.

The Government will not pay for preparation of the sample nor the samples or the shipping of the samples submitted by a respective offeror. The Government does not intend to return any unused portion of the sample provided by the respective offeror.

The sample glue will be tested on various cattle and swine in USDA designated locations to evaluate and determine compliance with the specifications. The backtag cement must meet all the specifications listed in this solicitation. Although the sample will be tested for all the parameters, if the sample fails the safety test further testing will be suspended and the product will be considered to have failed the technical specifications and will ineligible for award.

PART III - ATTACHMENTS

Attachment One - Packaging and Marking Instructions

PART IV – CONTRACT CLAUSES

The following FAR clauses are considered applicable to this contract:

52.212-4 Contract Terms and Conditions—Commercial Items (June 2010)

(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; 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 (Jan 2011)

(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.]

_X_ (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).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

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

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

_X_ (6) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (DEC 2010) (31 U.S.C. 6101 note). (Applies to contracts over $30,000). (Not applicable to subcontracts for the acquisition of commercially available off-the-shelf items).

__ (7) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (Jan 2011) (15 U.S.C. 657a).

__ (8) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (9) [Reserved]

_X_ (10)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

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

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

__ (11)(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.

_X_ (12) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

__ (13)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637(d)(4)).

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

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

__ (iv) Alternate III (Jul 2010) of 52.219-9.

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

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

__ (16)(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.

__ (17) 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).

__ (18) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (19) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

_X_ (20) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2009) (15 U.S.C. 632(a)(2)).

_X_ (21) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (22) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jul 2010) (E.O. 13126).

_X_ (23) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (24) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (25) 52.222-35, Equal Opportunity for Veterans (Sep 2010)(38 U.S.C. 4212).

_X_ (26) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

_X_ (27) 52.222-37, Employment Reports on Veterans, (Sep 2010) (38 U.S.C. 4212).

_X_ (28) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

__ (29) 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.)

__ (30)(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.)

__ (31) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__ (32)(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.

_X_ (33) 52.223-18, Contractor Policy to Ban Text Messaging While Driving (Sep 2010) (E.O. 13513).

_X_ (34) 52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10a-10d).

__ (35)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (June 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).

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

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

__ (36) 52.225-5, Trade Agreements (Aug 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (37) 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).

__ (38) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (39) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (40) 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)).

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

_X_ (42) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

__ (43) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

__ (44) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332).

__ (45) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (46)(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.]

__ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (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) (Sep 2009) (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 (Sep 2009) (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) 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 this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (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 $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

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

(v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(ix) 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)).

(x) 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.).

(xi) 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.).

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

(xiii) 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.

(xiv) 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.

PART V - ADDENDUM – ADDITIONAL CONTRACT CLAUSES

The following FAR clauses are considered applicable to this contract:

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 the last performance period.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract.