Solicitation_0157.doc

AG-82B1-S-10-0157

Trail Opening on the Lolo National Forest

INTERMOUNTAIN ECONOMIC RECOVERY OPERATION CENTER INSTRUCTION SHEET

issuing office:

U.S. Department of Agriculture

Forest Service

Intermountain EROC 740 Simms Street Golden, CO 80401

FAX (303) 275-5299

solicitation no. RFQ AG-82B1-S-10-0157 offers are solicited for: RECOVERY – TRAIL OPENING ON THE LOLO NATIONAL FOREST important – notice to vendor:

AT A MINIMUM, QUOTER SHALL SUBMIT THE FOLLOWING DOCUMENTS BACK WITH THEIR RESPONSE TO THIS SOLICITATION:

1.SF-1449 Request For Quotation (Complete, date, and sign)

2.Section I – Schedule of Items (Pages 4-6). (Complete Unit Price and Amount)

3.Experience Questionnaire (Pages 30-31)

4.Representations and Certifications (Pages 32-43). (Complete the Representations and Certifications electronically via the Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov) 5.Amendments (If Applicable)

IT IS REQUIRED YOU WRITE THE SOLICITATION NUMBER ON THE OUTSIDE OF YOUR ENVELOPE.

Return to:

USDA, Forest Service

Intermountain EROC

740 Simms Street

Golden, CO 80401 all solicitations shall be issued through fedbizops. no paper solicitations will be issued.

it is the offerors responsibility to watch for any and all amendments to the solicitation, which shall be issued electronically through fedbizops.

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

359106

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

AG-82B1-S-10-0157

6. SOLICITATION ISSUE DATE

02/22/2010

7. FOR SOLICITATION

INFORMATION CALL

a. NAME

JUDY MARTIN

b. TELEPHONE NUMBER (No collect calls)

(208) 557-5841

8. OFFER DUE DATE/LOCAL TIME

03/22/10 3:00 p.m. MST

9. ISSUED BY

CODE

IDAWY Acquisition Service Center

1405 Hollipark Drive

Idaho Falls, ID 83401

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UNRESTRICTED or FORMCHECKBOX

SET ASIDE: 100 % FOR

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Small Business FORMCHECKBOX Emerging Small Business

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Hubzone Small Business FORMCHECKBOX 8(A)

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Service-Disabled Veteran Owned Small Business

NAICS:

115310 SIZE STANDARD: $7.0 mILLION

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13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

13b. RATING

11. Delivery for FOB Destination unless Block is Marked

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See Schedule

12. Discount Terms

14. METHOD OF SOLICITATION

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RFQ FORMCHECKBOX

IFB FORMCHECKBOX

RFP

15. DELIVER TO

See Delivery Schedule Same as Block 9

17a. CONTRACTOR/

OFFEROR

FACILITY

TELEPHONE NO.:_____________________________________

DUNS NO:_____________________ TIN No. ___________________________ U.S. Dept. of Agriculture National Finance Center

P.O. Box 60000

New Orleans, LA 70160-0001

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17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

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SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

RECOVERY – TRAIL OPENING on the Lolo National Forest, Seeley Lake Ranger District, Powell and Lewis & Clark Counties, Montana This requirement is being procured as a fixed-price Simplified Acquisition.

Quotes may be faxed.

PLEASE PLACE YOUR QUOTE IN SECTION I- SCHEDULE OF ITEMS

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

25. ACCOUNTING AND APPROPRIATION DATA

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

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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. ADDENDA FORMCHECKBOX

ARE FORMCHECKBOX

ARE NOT 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.

28. FORMCHECKBOX

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _____ COPIES TO 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.

29. FORMCHECKBOX

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:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 1449 (REV. 3/2005)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

FORMCHECKBOX

RECEIVED FORMCHECKBOX

INSPECTED FORMCHECKBOX

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ___________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

FORMCHECKBOX

COMPLETE FORMCHECKBOX

PARTIAL FORMCHECKBOX

FINAL

37. CHECK NUMBER

PARTIAL

FINAL

42.b. RECEIVED AT (Location)

Standard Form 1449 (REV. 3/2005) Back

SECTION I--SUPPLIES OR SERVICES AND PRICES

TRAIL OPENING

Lolo National Forest Seeley Lake Ranger District Powell and Lewis & Clark Counties, Montana I- 1 – Schedule of Items Item No. 1 – Trail Opening Non wilderness Trails (chainsaws allowed)

SUB-ITEM

TRAIL NAME AND

EST.

UNIT

UNIT PRICE

AMOUNT

NO

NUMBER

QUANTITY

1.1

Hobnail Tom Trail 32.1

(includes by-passes 32.1a and 32.1b)

4.2

MI

1.2

Falls Creek Trail # 16

11.1

MI

1.3

Lake Otatsy Trail # 61

6.8

MI

1.4

Spread Mnt. Trail # 166

9.0

MI

1.5

Bear Creek Trail # 17

4.2

1.6

Windy Pass Trail # 484

2.9

MI

1.7

Ridge Trail # 165

1.8

1.8

Lake Mountain Trail # 421

4.0

MI

1.9

McCabe Creek Trail # 1404

5.9

MI

1.10

East Spread Trail # 435

2.3

MI

1.11

Dwight Creek Trail # 414.2

1.0

MI

1.12

Nome Point Trail # 374

3.9

MI

1.13

Blackfoot Divide Trail # 278

3.0

MI

1.14

Center Ridge Trail # 246

6.0

MI

1.15

Fenn Mountain Trail # 88

5.1

MI

1.16

Conger Point Trail # 468

3.6

MI

SUB-ITEM

TRAIL NAME AND

EST.

UNIT

UNIT PRICE

AMOUNT

1.17

Conger Creek Trail # 403

5.7

MI

1.18

Canyon Point Trail # 1437

3.3

MI

1.19

Limestone Pass Trail # 402

4.7

MI

1.20

Dunham Creek Trail # 400

7.1

MI

1.21

Blackfoot Divide Trail # 278.2 2.0

MI

Total Item 1 - Non wilderness Trails

97.6 Miles

TOTAL QUOTE ITEM NO. 1

Item No. 2 – Trail Opening Wilderness Trails (chainsaws not allowed)

SUB-ITEM

TRAIL NAME AND

EST.

UNIT

UNIT PRICE

AMOUNT

2.1

Evans Peak Trail # 361

3.9

MI

2.2

Tobacco Valley Trail # 33

4.2

MI

2.3

Cabin Creek Trail # 80

8.0

MI

2.4

Cooney Creek Trail # 406

4.0

MI

2.5

McDonnel Meadow Trail # 362 1.7

MI

2.6

East Fork Trail # 481

0.9

2.7

Falls Point Trail # 436

3.1

MI

2.8

Cave Creek Trail # 1217

2.3

MI

2.9

Hobnail Tom Trail # 32.1

(includes By passes 32.1b and 31.2c) 4.4

MI

2.10

Hobnail Tom 32.3

7.0

2.11

Hobnail Tom 32.4

8.0

2.12

Canyon Creek Trail # 16.1

4.0

MI

2.13

Dwight Creek Trail # 414.1

7.0

MI

2.14

Dry Fork Trail # 31

8.0

2.15

Upper Dry Fork trail # 31

6.0

MI

2.16

Blackfoot Divie Trail # 278.1

3.0

MI

Total Item 2 - Wilderness Trails

75.5 Miles

TOTAL QUOTE ITEM NO. 2

I- 2 - The Contractor may quote on either Item No. 1 – Non Wilderness or Item No. 2 – Wilderness, or on both items. Only quotes to the nearest cent will be accepted.

I- 3 - Qualification of Quote

Quoters, who quote on more than one item, may qualify their quotes to limit the total quantity of work they will accept. Quoters desiring to qualify their quote must complete the following:

"My quote is limited to a maximum of $ ___________ and a minimum of $ ____________, on this quote."

The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit cost or prices offered, unless the quoter specifies otherwise in the quote.

The Government reserves the right to make multiple awards if, after considering the additional administrative costs, it is in the Government's best interest to do so.

SECTION II - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

II- 1 – Scope of Work This solicitation requires Trail Opening, Drainage Maintenance, and Loose Rock Removal and related work in compliance with its terms, specifications, and provisions. This includes furnishing labor, equipment, supervision, transportation, operating supplies, and incidentals.

This work is being solicited as a performance based service contract. Performance based means the Contractor is responsible for an end product. If an end product is not provided in compliance with the contract specifications, an adjustment to the payment will be made.

II- 2 – Location or Delivery The project is located approximately 20 air miles east of Seeley Lake, MT. The project can best be accessed by either the Monture Creek or the North Fork Blackfoot river trailhead. The Monture creek trailhead is located 8 1/2 miles north of Ovando, Montana at the end of road 89. The North Fork Blackfoot River trailhead is located at the end of forest road #5550, 12 miles north from its juncture with State HWY 200. Road # 5550 leaves HWY 200 approximately 17 miles east of Clearwater junction and is signed "North Fork Blackfoot River Trailhead".

II- 3 – Period of Performance The performance period shall start approximately May 1, 2010 and be completed no later than August 15, 2010.

Note: Contract time will run concurrently if more than one Line Item awarded to one Contractor. The Contractor shall maintain progress at a rate which will assure completion of work within the calendar time specified.

The Government may issue a Notice to Proceed as soon as weather and ground conditions are favorable for work. The count of contract time will start on the date specified on the Notice to Proceed.

The following table identifies specific information for the trails to be completed:

Hobnail Tom 32.2 x

Hobnail Tom 32.3 x

Lake Otatsy Trail 61 x

Limestone trail 402 x

Falls creek 16.1 x

East Fork Trail 481 x

All other trails x

II- 4 - Site Visit

No site visit is planned for this project. For further information, please contact Jacob Long or Jim Blackburn at the Seeley Lake Ranger District, telephone number 406-677-2233.

II- 5 – Government-Furnished Property The Government will provide the following items of Government property to the Contractor for use in the performance of this contract. This property shall be used and maintained by the Contractor in accordance with the provisions of the “Government Property” FAR clause contained elsewhere in the contract. The following items will be government furnished:

None

II- 6 – Use of Livestock Riding and pack stock may be used to transport personnel, supplies, materials, and equipment to and from and within the project area. Commonly accepted “Leave No Trace” low impact stock handling techniques shall be used to minimize the impact from stock on National Forest land. Stock use is restricted as follows:

a) Stock shall not be tied directly to trees except for brief (less than one hour) periods for loading and unloading. For longer periods, low impact high-line methods shall be used.

b) The number of stock allowed shall not be more than the number needed to accomplish contract work, with a limit of six (6) head, except during move-in and move-out or re-supply operations when additional stock may be kept over for one night. Any excess animals shall be removed from National Forest lands.

c) All supplemental feed shall be provided by the Contractor. All hay (cubes or bales) used on National Forest lands shall be certified as “Weed Seed Free.”

A Stock Management Plan shall be submitted and approved by the COR prior to the start of work. This plan shall incorporate approved techniques for minimizing campsite impacts.

II- 7 - Camping Camping will be allowed in close proximity to the project site in an area designated by the COR. A Camp Management Plan shall be submitted and approved by the COR prior to the start of work. This plan shall incorporate approved techniques for minimizing campsite impacts.

II- 8 - Technical Specifications

The requirements contained in the following Specifications are hereby made a part of the solicitation and any resultant contract and are physically included in this section:

II- 9 - SPECIFICATIONS

Section 903 Intent of Contract

903.01 Intent. The intent is to provide for the completion of the project described in the contract. Furnish all labor, materials, equipment, tools, transportation, and supplies and perform all work required to complete the project in accordance with trail logs, drawings, specifications, and provisions of the contract.

Section 982 Logging Out

982.01 Work. This work consists of removing brush, limbs, logs and downtrees from the clearing limits.

982.02 Logging Out… Cut and remove all logs and trees that extend across or into the clearing limits according to Drawing 982-1 & 2. The portions that remain on the upper side of the trail shall be either firmly anchored to prevent sliding or rolling onto the trailway or moved across the trail to the lower side and scattered outside the clearing limits. Fell all trees that are leaning into the clearing limits. Stump height of leaning trees that are cut outside the clearing limits shall not exceed 10 inches as measured on the uphill side of the stump. Disposal and payment for the leaning trees described above will be the same as for down logs and trees. Remove roots and stumps from trees within the trailway that have been uprooted. Rerouting the trail around windfalls, uprooted trees, and other obstacles will not be permitted. Ramp or reroute sections of the trail tread that have been damaged by uprooted stumps as necessary to provide safe passage on the trail. Payment for such work will be incidental to the specified work item, and no extra payment will be made. Remove sticks or wood chunks exceeding 2 inches in diameter and 12 inches in length that have fallen onto the trailbed. Scatter the down trees on the lower side of the trailway outside the clearing limits. Do not place such materials in stream channels, drainage ways, ditches, culvert catch basins or other locations where they would prevent the free flow of water away from the trailbed.

Section 984 Loose Rock Removal

984.01 Work. This work consists of removal and disposal of loose rock from the trail tread.

Requirements

984.02 General. Remove loose rocks that are larger than 2 inches at their greatest dimension from the trailbed. Remove any loose rock in drainage dips or ditches that may impede water flow off the trail. Loose rocks are rocks that are not firmly embedded in the trail and can be removed by hand. Where the trailbed consists predominantly of rock with little or no soil present, remove all loose rock larger than 3 inches. Fill any holes remaining from rock removal with suitable material and compact. If the rock removed is not needed for other items of maintenance work, scatter the rock by sidecasting to the lower side of trailway beyond the clearing limits, and distribute rock to ensure that no blockage of drainage or creation of a windrow occurs. Do not dispose of waste materials in water courses.

Section 991 Drainage Maintenance

991.01 Work. This work consists of cleaning culverts, waterbars, drainage dips, ditches and directing water from the trail where washing of the trailbed is or has been occurring; and draining low spots in the trailbed that tend to hold water.

Requirements

991.03 General. Where trail drainage facilities have been plugged and the water has been diverted from the intended channel, remove the debris causing the diversion and return the drainage to the channel. Divert water off and away from the trailbed. If washing or ponding of water has been or is occurring, dig a shallow ditch sloped 2 percent to 5 percent to the downstream side of the trail and 3 inches minimum deep and 12 inches minimum wide across the trail at the point where water enters the trail. Clean ditches to permit the free flow of water into culverts and away from the trail. Scatter all unusable or unneeded material that is cleared from the drainage structures 3 feet or more beyond and below the trail or drainage facility and out of water courses.

991.04 Culverts. Remove debris and soil from catch basins and inlet and outlet ditches and inside culverts to permit the unobstructed flow of water into, through, and away from the culvert. Replace any missing or loose rocks or logs in culvert headwalls. Fit replacement rocks for rock culverts so that they have a firm bearing on adjacent and underlying rocks. Place rocks snugly and fill voids with small rocks to prevent material from sifting into the drain. Fill and compact with suitable material all disturbed areas in the trail tread over or adjacent to rock culverts.

991.05 Waterbars. Clean the upgrade side of all existing waterbars and maintain them as Shown on Drawing 982-3. Use and compact suitable material removed from the upgrade side of all waterbars to bring the trail tread flush with the top of those waterbars on the downgrade side. Remove all debris from the lead-off area of all waterbars that restricts the free flow of water away from the trail.

991.06 Drainage Dips. Clean deposited material and restore drainage dips. Remove all debris and/or dig a 12” wide hole in the berm that restricts the free flow of water away from the trail. Use suitable material obtained by cleaning dips for fill on the downgrade side, removing rock more than 3 inches at its greatest dimension. Compact all material placed in the trail tread.

Measurement

982.03 Method. Determine the quantity of TRAIL OPENING units by measuring the slope distance along the trail centerline or by actual count of those units designated for removal.

PAY ITEM PAY UNIT

Trail Opening....................... Miles

II-10 – Resource Protection The Contractor shall exercise extreme care to prevent damage to existing facilities, developments, and resources.

If existing facilities, such as but not limited to; roads, erosion dips, barriers, and drainage facilities are damaged by the Contractor, they shall be replace or repaired at no cost to the Government.

II- 11 - Government Inspection and Quality Assurance Quality assurance will be performed by the Government during the contract at regular intervals. Methods may include visual survey and review of Contractor quality control documents. Deduction for work may include rework at no cost to the Government or Government acceptance with price reduction.

(a) Inspection Procedure. The Government may make an inspection of the work. The Contractor shall notify the Contracting Officer when each trail is complete and ready for inspection. If inspection is not performed within 14 days of Contractor's notification to the Contracting Officer, the trail will be considered accepted. The Contractor is encouraged to observe the inspection.

(b) Re-inspection. If the original inspection results are unacceptable and a second inspection is requested after rework, the inspection procedures will be the same as the first inspection. Request for re-inspection must be made in writing. The Contractor shall pay for inspections necessitated by rework.

(c) Work that does not meet the contract requirements will be brought to the Contractor’s attention. Repetitive or continuous failure to meet contract requirements may result in a quality adjustment to payment or the Contractor’s right to proceed may be terminated.

II- 12 - Contractor Quality Control

The Contractor, not the Government, is responsible for management and quality control actions to meet the terms of this contract. The role of the Government is quality assurance to ensure contract standards are met.

Records of quality inspections shall be kept and made available to the Government throughout the performance period and for the period after contract completion until final settlement of any claims under this contract.

A description of the site specific quality control inspection plan shall be provided within thirty (30) days of contract award. The plan shall include; (1) control procedures for security of Government-provided items such as keys, and lock combinations; (2) location of the inspection documents; (3) corrective or preventive actions that will be taken to meet quality standards; and (4) a customer comments feedback system.

II-13 – Mesurement and Payment

(a) The quantity to be paid for will be measured in miles and tenths of miles and will be those sections of the trail that are included in the contract, completed and accepted.

(b) Downfall areas that have an extraordinary amount of downed timber, slough and debris shall constitute a differing site condition and will be administered in accordance with that regulation.

SECTION III - CONTRACT CLAUSES

III- 1 - FAR 52.212-4 Contract Terms and Conditions - Commercial Items (MAR 2009)

(a) Inspection/Acceptance. (See II-11 for Additional Inspection Requirements) 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 at fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

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

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in 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 of the FAR;

(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 FAR 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.

FAR 52.212-4 Addendum to - Contract Terms

III- 2 - FAR 52.215-2 Audit and Records—Negotiation (MAR 2009) ALT I (MAR 2009)

(a) As used in this clause, “records” includes books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form.

(b) Examination of costs. If this is a cost-reimbursement, incentive, time-and-materials, labor-hour, or price redeterminable contract, or any combination of these, the Contractor shall maintain and the Contracting Officer, or an authorized representative of the Contracting Officer, shall have the right to examine and audit all records and other evidence sufficient to reflect properly all costs claimed to have been incurred or anticipated to be incurred directly or indirectly in performance of this contract. This right of examination shall include inspection at all reasonable times of the Contractor’s plants, or parts of them, engaged in performing the contract.

(c) Cost or pricing data. If the Contractor has been required to submit cost or pricing data in connection with any pricing action relating to this contract, the Contracting Officer, or an authorized representative of the Contracting Officer, in order to evaluate the accuracy, completeness, and currency of the cost or pricing data, shall have the right to examine and audit all of the Contractor’s records, including computations and projections, related to—

(1) The proposal for the contract, subcontract, or modification;

(2) The discussions conducted on the proposal(s), including those related to negotiating;

(3) Pricing of the contract, subcontract, or modification; or

(4) Performance of the contract, subcontract or modification.

(d) Comptroller General or Inspector General.

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

(i) Examine any of the Contractor’s or any subcontractor’s records that pertain to and involve transactions relating to this contract or a subcontract hereunder; and

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

(2) This paragraph may not be construed to require the Contractor or subcontractor to create or maintain any record that the Contractor or subcontractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e) Reports. If the Contractor is required to furnish cost, funding, or performance reports, the Contracting Officer or an authorized representative of the Contracting Officer shall have the right to examine and audit the supporting records and materials, for the purpose of evaluating—

(1) The effectiveness of the Contractor’s policies and procedures to produce data compatible with the objectives of these reports; and

(2) The data reported.

(f) Availability. The Contractor shall make available at its office at all reasonable times the records, materials, and other evidence described in paragraphs (a), (b), (c), (d), and (e) of this clause, for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in Subpart 4.7, Contractor Records Retention, of the Federal Acquisition Regulation (FAR), or for any longer period required by statute or by other clauses of this contract. In addition—

(1) If this contract is completely or partially terminated, the Contractor shall make available the records relating to the work terminated until 3 years after any resulting final termination settlement; and

(2) The Contractor shall make available records relating to appeals under the Disputes clause or to litigation or the settlement of claims arising under or relating to this contract until such appeals, litigation, or claims are finally resolved.

(g) (1) Except as provided in paragraph (g)(2) of this clause, the Contractor shall insert a clause containing all the terms of this clause, including this paragraph (g), in all subcontracts under this contract. The clause may be altered only as necessary to identify properly the contracting parties and the Contracting Officer under the Government prime contract.

(2) The authority of the Inspector General under paragraph (d)(1)(ii) of this clause does not flow down to subcontracts.

The clause may be altered only as necessary to identify properly the contracting parties and the Contracting Officer under the Government prime contract.

III- 3 - FSAR 4G52.222-701 Employment of Eligible Workers (DEC 1999)

Section 274A of the Immigration and Nationality Act (8 USC 1324a) makes it unlawful for an employer to hire unauthorized aliens. The Immigration and Naturalization Service (INS) has established the Form I-9, Employment Eligibility Verification Form, as the document to be used for employment eligibility verification (8 CFR 274a).

The contractor is required to (1) have all employees complete and sign the I-9 Form to certify that they are eligible for employment; (2) examine documents presented by the employee and ensure the documents appear to be genuine and related to the individual; (3) record information about the documents on the form, and complete the certification portion of the form; (4) retain the form for 3 years, or 1 year past the end of employment of the individual, whichever is longer.

It is illegal to discriminate against any individual (other than a citizen of another country who is not authorized to work in the United States) in hiring, discharging, or recruiting because of that individual's national origin or citizenship status.

Compliance with Section 274A of the Immigration and Nationality Act (8 U.S.C. 1324a) is a material condition of the contract. If the contractor employs unauthorized workers during contract performance in violation of section 274A, the Government may terminate the contract, in addition to other remedies or penalties prescribed by law.

For further information on the requirements of the Act, contractors should contact the Employer and Labor Relations Officer of their local INS office.

III- 4 - FAR 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts (DEC 2007)

(a) In the performance of this contract, the contractor shall make maximum use of biobased products that are United States Department of Agriculture (USDA)-designated items unless—

(1) The product cannot be acquired—

(i) Competitively within a time frame providing for compliance with the contract performance schedule;

(ii) Meeting contract performance requirements; or

(iii) At a reasonable price.

(2) The product is to be used in an application covered by a USDA categorical exemption (see 7 CFR 2902.10 et seq.). For example, some USDA-designated items such as mobile equipment hydraulic fluids, diesel fuel additives, and penetrating lubricants are excluded from the preferred procurement requirement for the application of the USDA-designated item to one or both of the following:

(i) Spacecraft system and launch support equipment.

(ii) Military equipment, i.e., a product or system designed or procured for combat or combat-related missions.

(b) Information about this requirement and these products is available at http://www.usda.gov/biopreferred.

III- 5 - FAR 52.236-7 Permits and Responsibilities (NOV 1991)

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any Federal, State, and municipal laws, codes, and regulations applicable to the performance of the work. The Contractor shall also be responsible for all damages to persons or property that occur as a result of the Contractor's fault or negligence. The Contractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the contract.

III- 6 - FAR 52.237-2 Protection of Government Buildings, Equipment, and Vegetation (APR 1984)

The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on the Government installation. If the Contractor’s failure to use reasonable care causes damage to any of this property, the Contractor shall replace or repair the damage at no expense to the Government as the Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price.

III- 7 - FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.arnet.gov/far/

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.211-18 Variation in Estimated Quantity (APR 1984)

52.242-14 Suspension of Work (APR 1987)

52.245-1 Government Property (JUN 2007)

52.245-9 Use and Charges (JUN 2007) III-17 - FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (DEC 2009)

(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)).

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

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

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

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

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

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

___ (7) [Reserved]

_X_ (8) (i) 52.219-6, Notice of Total Small Business Aside (June 2003) (15 U.S.C. 644).

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

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

___ (9) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003)(15 U.S.C. 644).

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

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

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

___ (11) (i) 52.219-9, Small Business Subcontracting Plan (Apr 2008)(15 U.S.C. 637 (d)(4).)

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

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

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

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

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

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

___ (15) 52.219-25, Small…