AG-84M8-S-12-0001 BOA Solicitation.pdf

REGION 4 REGIONAL OFFICE AQUISTION INSTRUCTIONAL COVER SHEET

ISSUING OFFICE:

U.S. DEPARTMENT OF AGRICULTURE

FOREST SERVICE

REGION 4 REGIONAL OFFICE AQUISTION

324 25TH STREET

OGDEN, UT 84401

FAX (801) 625-5365

SOLICITATION NO. AG-84M8-S-12-0001

OFFERS ARE SOLICITED FOR: CALL WHEN NEEDED PILOTS

IMPORTANT – NOTICE TO OFFEROR:

AT A MINIMUM, OFFEROR 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. (Complete Unit Price and Amount)

3.Representations and Certifications. (Complete the Representations and Certifications electronically via the Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov)

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

Return to: Region 4, Regional Office AQM 324 25th Street Ogden, UT 84401 Solicitation No. AG-84M8-S-12-0001 Please keep a copy of your quote for your records.

IT IS REQUIRED THAT ALL CONTRACTOR’S BE REGISTERED IN THE CENTRAL CONTRACTOR

REGISTRATION DATABASE PRIOR TO AWARD UNDER THIS SOLICITATION. SEE CLAUSE 52.205-7

CENTRAL CONTRACTOR REGISTRATION FOR DETAILS ON HOW TO APPLY.

ALL SOLICITATIONS SHALL BE ISSUED THROUGH FEDBIZOPS. NO PAPER SOLICITATIONS SHALL 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 1. REQUISITION NUMBER PAGE

Offeror to complete blocks 12, 17, 23, 24, & 30 1 of 39

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AG-84M8-S-12-0001 11/27/2011

7. FOR SOLICITATION

a. NAME b. TELEPHONE (No Collect Calls) 8. OFFER DUE DATE/

LOCAL TIME

INFORMATION CALL ⇒ Brian Wharton 801-625-5748 01/12/2012 1400 Mountain Time

9. ISSUED BY (MAIL OFFERS TO) CODE 10. THIS ACQUISITION IS

UNRESTRICTED SET-ASIDE. 100% FOR

Intermountain Region, Regional Office SMALL BUSINESS EMERGING SMALL BUSINESS

324 25th Street

HUBZONE SMALL BUSINESS

Ogden, Utah 84401 SERVICE-DISABLED VETERAN-QWNED SMALL BUSINESS

8(A)

NAICS: 488190

bwharton@fs.fed.us SIZE STANDARD: $7.0 Million

11. DELIVERY FOR FOB DESTINATION UNESS | 12. DISCOUNT TERMS

BLOCK IS MARKED |

SEE SCHEDULE |

| 13b. RATING 13a. THIS CONTRACT IS A RATED ORDER |_______________________________________________

DPAS (15 CFR 700) | 14. METHOD OF Solicitation

| RFQ IFB RFP

15. DELIVER TO: CODE 16. ADMINISTERED BY CODE

Intermountain Region, Regional Office

Ogden, Utah 84401

Intermountain Region, Regional Office

17a. CONTRACTOR/OFFEROR CAGE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

Intermountain Region, Regional Office

TELEPHONE: TIN: 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER IS CHECKED: SEE ADDENDA

19.

ITEM NO,

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

1 EA $___________ $__________

SEE SCHEDULE OF ITEMS ATTACHED

TOTAL QUOTE FOR ALL ITEMS. $___________

“FAX QUOTES NOT ACCEPTED”

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 and ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 AND ADDENDA ARE ARE NOT ATTACHED.

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ORIGINAL 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.

AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION (BLOCK 5), DATED

(BLOCK 30c) 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 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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

36. PAYMENT 37. CHECK NUMBER

|PARTIAL | |FINAL

COMPLETE PARTIAL FINAL

38. S/R ACCOUNT

NUMBER

39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER

FOR PAYMENT

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42b. RECEIVED AT (Location)

42c. DATE RECD (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV.3/2005) BACK

PART I - THE SCHEDULE

SECTION B – SCHEDULE OF ITEMS

CWN PILOTS

USDA – Forest Service

B-1 Schedule of Items

A. This is a Basic Ordering Agreement (BOA) for Airplane Pilot-in-Command (PIC) Services - deHavilland DHC-6 Twin Otter.

Please indicate pricing below. Additional Use = 12 Duty days.

Year Price Per Day

CWN

Additional Use Price Per Day For Straight 12

Duty Days

Total Amount

Base Year

Option Year 1

Option Year 2

Any supplies and services furnished under this contract shall be ordered by issuance of resource orders or task orders by the C.O. (Contracting Officer), C.O.R. (Contracting Officer Representative), P.I. (Project Inspector), Regional Office Dispatcher (R-4), and Smokejumper Supervisory Pilot.

Orders may be made orally, by facsimile, mail, or by electronic commerce methods by any of the above personnel.

The designated base of operations will be at the USFS Aviation Operations area, McCall Airport, McCall, Idaho.

PER DIEM & ADDITIONAL COSTS: For the purposes of price evaluation, any cost the Contractor expects to be reimbursed for while performing work at the designated base of McCall, ID or alternate bases must be clearly stated and priced below.

Description of Expense and Cost: _____________________________________________________________

NOTE: The Government intends to award up to two (2) Call-When-Needed (CWN) Pilot-in-Command (PIC) Basic Ordering Agreements (BOA). The pilot will be used as PIC in the deHavilland DHC-6. Pilots must have at least 100 hours PIC time in the deHavilland DHC-6 and have 100 hours PIC time in fixed-wing airplanes during the preceding 12 months (C-4.D). The position requires the individual to hold a current FAA Class I or Class II Medical Certificate, FAA Airline Transport Pilot Certificate (ATP) for Multi-Engine Land Airplane and a current FAA Certified Flight Instructor Certificate for Single-Engine, Multi-Engine and Instrument Airplane.

Pilots must have previously been approved as an Interagency DHC-6 Equipment Instructor, Smokejumper Mission Instructor, and a Smokejumper Captain in the deHavilland DHC-6.

NOTE: This is an Indefinite Quantity/Indefinite Delivery contract. Minimums and Maximums identified herein.

Quantities shown in the Schedule of Items above are estimates. The Contracting Officer or his designee may issue Task Orders under the terms of this contract. Task Orders may be issued in writing, orally, electronically, or by fax.

YOUR SUBMISSION MUST CLEARLY DEMONSTRATE HOW YOU MEET THE ABOVE REQUIREMENTS.

B-2: Quote on all items. Only quotes to the nearest cent will be accepted.

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

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1 – Scope of Agreement

A. The intent of this solicitation and any resultant BOA is to obtain Pilot-in-Command services to fly Government owned airplanes as a Smokejumper Pilot and/or Smokejumper Mission Instructor.

Airplanes may be used for smokejumper, para cargo delivery, or administrative support missions.

Aircraft to be piloted is the deHavilland DHC-6 Twin Otter. The contract pilot(s) will be required to comply with all applicable Federal Aviation Regulations (14 CFR) and applicable aviation policies of the U. S. Forest Service. The contract pilot(s) may be required to fly over adverse mountainous terrain, in instrument conditions, and conduct night operations. Some flights will involve landings and/or low approaches to uncontrolled airstrips in remote locations during the hours of daylight and darkness.

B. The work performed under this contract is a part of the national firefighting resource network. The required availability period is expected to be at the designated base however, services may be required at other bases or outside of the required availability period.

C. The Government will provide airplanes, fuel, and all necessary equipment for the operation of the airplanes. Equipment such as headsets, manuals, and Personal Protective Equipment (PPE) may be provided to the Contractor for use under this contract.

Government Retirement, Health, and Insurance benefits are not provided under this contract

C-2 – Location and Description

The designated base will be McCall, Idaho.

C-3 – Description of Work

A. Contractor shall perform as PIC and/or Instructor Pilot in Government owned deHavilland DHC-6 Twin Otter. Pilots must have previously been approved as an Interagency Smokejumper Captain in the DHC-6, and a Smokejumper Mission Instructor.

B. The contractor shall possess a current FAA Class I or Class II Medical Certificate, FAA Airline Transport Pilot Certificate (ATP) for Multi-Engine Land Airplanes and a current FAA Certified Flight Instructor Certificate for Single-Engine, Multi-Engine and Instrument Airplane.

C. Refresher Training and Check Rides. Prior to performance, the Contractor shall attend refresher training or perform check rides as defined in FSH 5709.16, if ordered by the Government. The Government will reimburse the Contractor for the following items related to Government ordered training and check rides:

a. Training or perform check rides as defined in FSH 5709.16, if ordered by the Government.

b. The travel expenses to and from the training course will be reimbursed if transportation is not provided directly by the Government. Travel shall be by the most cost effective method available, or will not be reimbursed for more than the most cost effective method available, in accordance with the Federal Travel Regulations and the current General Services Administration per diem rate tables, as determined by the Contracting Officer.

D. Travel. All travel not provided directly by the Government will be reimbursed in accordance with the current Federal Travel Regulations.

E. Reimbursement of Necessary Items. The Government will reimburse Contractor for items necessary to perform missions that were purchased by Contractor. Purchase must be pre-approved by the Government and the price reasonable under the circumstances. Examples of this would be purchase of a phone card for use in performance of this contract, overcharges for a hotel stay if the only room available exceeded the FTR’s, flight maps or atlases necessary to perform flights in area assigned, fuel at self-service distribution sites when the Government fleet card is not accepted, etc.

Requests for reimbursable expenses are to be made on an invoice, with all supporting documentation attached.

F. Performance of mission assignments and availability shall be subject to the Pilot Flight and Duty

Limitations established in the U.S. Forest Service Handbook 5709.16. In general, pilots are limited to 14 hours of duty and 8 hours of flight time in any 24 hour period. Pilots are required to have 10 hours of rest (off duty) in a 24 hour period.

G. The Government will provide airplanes, fuel and all necessary equipment for the operation of airplanes assigned. Equipment such as headsets, manuals and Pilot Protective Equipment (PPE) may be transferred to the Contractor for use under this contract.

H. Liability. Notwithstanding that the Government retains responsibility for overall operations, the

Contractor shall use every precaution necessary to prevent damage to public and private property, and to persons, including third parties. The Contractor shall be responsible for all damage to property and to persons, including third parties, which occur as a result of the Contractor, or Contractor's agent or employee's fault or negligence. The term "third parties" is construed to include employees of the Government.

I. The Forest Service is self insured for loss or damage to Government owned aircraft and cargo. The

Forest Service will not hold the Contractor liable for loss or damage to Government Property while the Contractor is acting within the scope of their duties and is not determined to be negligent. The Forest Service retains responsibility for all aspects of the operation excepting gross negligent actions of the Contractor.

J. The Contractor may elect to be otherwise insured by a combination of primary and excel policies.

Such policies will not be considered in the evaluation.

K. The Government anticipates approximately 40 days of work in addition to refresher training for each PIC to be ordered under this contract. This is an estimate of use and does not constitute a guarantee.

C-4 - Required Experience and Qualifications

A. The contractor shall possess a current FAA Class I or Class II Medical Certificate, FAA Airline Transport Pilot Certificate (ATP) for Multi-Engine Land Airplane, a current FAA Certified Flight Instructor Certificate for Single-Engine, Multi-Engine and Instrument Airplane and Pilot-in-Command experience in deHavilland DHC-6 aircraft. Contract Pilots must have 100 hours PIC time in fixed-wing airplanes during the preceding 12 months.

B. Pilots must have previously been approved as an Interagency DHC-6 Equipment Instructor, Smokejumper Mission Instructor, and a Smokejumper Captain in the deHavilland DHC-6.

C. Pilot(s) under this contract must possess a current United States Department of State Passport.

D. Minimum Experience:

Contract pilots may be required to demonstrate their proficiency to a U.S. Forest Service Inspector/Standardization Pilot prior to being accepted.

All Airplanes Minimum Experience Flying Hours

Total Time 1500 Pilot-in-Command Total 1200

Pilot-in-Command Hours Category and class to be flown 200 Fixed-Wing preceding 12 months 100 Cross Country 500 Operations in low level Mountainous terrain 200 Night 100 Instrument - in flight 50 Instrument-actual/simulated 75

E. Pilot Currency:

1. Documented competency flight check (Equipment Check) in the type aircraft and configuration to be operated since the beginning of the twelfth month before the flight.

2. A written or oral test may be administered by an authorized agency Inspector/Standardization pilot for the type aircraft to be operated.

3. Documentation of successful completion of an Instrument Proficiency Check (IPC) in accordance with14 CFR 61.57(d), or 14 CFR 135.297, within the preceding six months. The IPC may be conducted at time of initial hire.

C-5 - Pilot Authority and Responsibilities

A. The Pilot-In-Command (PIC) is responsible for the safety of the aircraft, loading and unloading of occupants and cargo. The pilot will comply with the directions of the Government, except when in the pilot’s judgment compliance will be a violation of applicable federal or state regulations or contract provisions. The pilot has final authority to determine whether the flight can be accomplished safely and shall refuse any flight or landing which is considered hazardous or unsafe.

B. The pilot is responsible for computing the weight and balance for all flights and for assuring that the gross weight and center of gravity do not exceed the aircraft limitations. Pilots shall be responsible for the proper loading and securing of all cargo.

C. Pilots who fly recklessly do ineffective work, or who are unable to adapt to field living conditions, or whose general performance is unsatisfactory in the opinion of the Contracting Officer, shall be replaced by the Contractor. The Contractor will be notified in writing stating the conditions of unsatisfactory performance, and stating a time limit by which a replacement pilot must be obtained. If a satisfactory replacement pilot is not provided, the contract will be terminated.

C-6 – Government Furnished Property

The Government will provide the following item(s) of Government property to the Contractor for use in the performance of this contract if required. 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.

• Airplanes

• Fuel

• Manuals and Maps/Charts

• Personal Protective Equipment (PPE)

• Computer

• Cell Phone

• Government Identification Card

• Letter of Authorization to operate government vehicles

C-7 – Items Incorporated by Reference

The following documents or references are incorporated into this contract by reference with the same force and effect as if they were provided in full test. Upon request, the Contracting Officer will make them available in full text.

Forest Service Handbook FSH 5709.16 Federal Travel Regulations available at http://www.gsa.gov Flight and Duty Limitations - Forest Service Handbook 5709.16 Chapter 10 Forest Service Manual 5700 CFR Title 14: Aeronautics and Space Part 61.167 Privileges

SECTION F - DELIVERIES OR PERFORMANCE

F-1 Period of Performance

The contract period shall extend for one calendar year from the date of award. However, at the option of the Government, the contract may be renewed for additional one (1) year periods, not to exceed two (2) renewal periods, provided the CO provides notice of intent to renew at least 60 days prior to contract expiration. The renewal will be with the same terms and conditions, subject to the rates offered in the option years.

Pilot availability may be required from approximately April 15, to September 30, at the USFS Aviation Operations Facility located at the McCall Airport, McCall Idaho. However, services may be requested at any time outside of this core time frame.

Refresher training, check rides, and additional assignments may be ordered anytime during the contract period.

(1) Training that is mandated by the Government, including but not limited to refresher training and check rides shall be performed by the Contractor if ordered by the Contracting Officer during the contract period.

SECTION G - CONTRACT ADMINISTRATION DATA

G- 1 Ordering Procedure

(a) The Contracting Officer or the Contracting Officer’s designated representative(s) may issue Resource or Task Orders with the Contractor. Order(s) may be issued by mail, facsimile, electronic commerce, or orally. Orders will be considered as being “issued” at the time they are mailed, faxed, transmitted or verbally issued by the Contracting Officer or the CO’s designated representative(s). If more than one method is used to place the order, the date of the earliest provable method will be the date of issue.

(b) Each Task Order issued by the Government will include the following items. An email with the following items or a completed Resource Order may be used by the Government in lieu of a special Task Order form:

The initial order will be filled based on which contract pilot is physically closest to where the contract pilot is required for duty. Additional contract pilot(s) shall be ordered on a rotational basis thereafter.

G- 2 Measurement and Payment

Contractor shall invoice the Government on a bi-monthly schedule approved by the CO. At a minimum, the invoice shall comply with FAR requirements for Contractor invoices. The Contractor shall provide supporting documentation with each invoice submitted. Supporting documentation includes, but is not limited to, receipts for travel, per diem, and/or training, Incident Resource Orders, etc.

G- 3 Basis of Payment

Payment will be made for services received. Contractor will be reimbursed for travel expenses in accordance with the Federal Travel Regulations. Contractor shall include all expenses incurred on the invoice for the period in which the costs were incurred, and attach copies of itemized receipts to support the expenses. Contractor will be paid by the day for days worked, and reimbursed tuition and related travel for training that the Government directed Contractor to attend. Contractor shall include expenses on the invoice, and Pilot Services Work Log (Exhibit 2) and attach copies of supporting documentation and receipts to support the expenses requested.

If the Government orders services immediately following mandatory day(s) off, the Contractor will be paid for the mandatory days off (two days off in any fourteen duty day period) at the specified daily rate, including allowable lodging and per diem.

Reimbursable items may be invoiced on bi-monthly invoice or separately. Supporting documentation shall be attached to the pertinent invoice. Travel expenses will be paid in accordance with the Federal Travel Regulations.

G- 4 Obligation and Funding of Agreement

The contract will be obligated by the Government using an appropriate job code. However, payments will be made from funding provided from benefiting function (i.e. each fire assignment). As pilot services are performed and the Contractor submits invoices for payment with documentation showing which projects they provided services or incurred expenses for, the Government will substitute the appropriate P-codes for the program dollars.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H- 1 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): http://www.arnet.gov/far/ and the Agriculture Acquisition Regulation may be accessed at www.usda.gov/procurement/policy/agar.html

AGRICULTURE ACQUISITION REGULATION (48 CFR CHAPTER 4) CLAUSES

None Identified Here.

H- 2 Background Investigation and/or Security Clearance

The Contractor shall provide all documentation required by the Government if the Government determines a background investigation and/or security clearance is required.

H- 3 Key Personnel

The key personnel specified in the Offeror's Technical Proposal are considered to be essential to the work being performed hereunder. No substitutions will be allowed unless the pilot proposed by the Contractor is specifically approved, in advance, in writing by the Contracting Officer. The Contractor shall provide all information required by the CO, in the timeframes required by the CO for any proposed substitutions. The CO reserves the right to reject proposed substitutes at the discretion of the CO.

H- 4 Prework Conference

Prior to commencement of work, the Contracting Officer may arrange a meeting with the Contractor to discuss the contract terms and work performance requirements.

http://www.usda.gov/procurement/policy/agar.html

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (JUN 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 it 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 Government-wide 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 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://acquisition.gov/comp/far/current/html/52_212_213.html#wp1179527 http://acquisition.gov/comp/far/current/html/Subpart%2033_2.html#wp1079912

(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.

http://acquisition.gov/comp/far/current/html/Subpart%2032_6.html#wp1031290 http://acquisition.gov/comp/far/current/html/Subpart%2032_6.html#wp1031326

(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 www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

ADDENDUM TO FAR 52.212-4

The following clauses are hereby incorporated by reference or full text as appropriate:

FAR 52.204-4 PRINTED OR COPIED DOUBLE SIDED ON RECYCLED PAPER (AUG 2000)

FAR 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

FAR 52.236-7 PERMITS AND RESPONSIBILITIES (NOV 1991)

FAR 52.236-13 ACCIDENT PREVENTION (NOV 1991)

FAR 52.246-4 INSPECTION OF SERVICES - FIXED-PRICE (AUG 1996)

FAR 52-242-14 SUSPENSION OF WORK (APR 1984)

FAR 52.242-15 STOP WORK ORDER (AUG 1989)

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 60; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires.

The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

AGAR 452.211-74 PERIOD OF PERFORMANCE (FEB 1988)

The period of performance of this contract is from date of award through December 30, 2015.

AGAR 42.215-73 POST AWARD CONFERENCE (NOV 1996)

(a) A post award conference with the successful offeror is required. It will be scheduled within 30 days after the date of contract award. The conference will be held at: Ogden Hinkley Airport unless otherwise changed by mutual agreement.

(b) Contractor designated representative or foreman (whomever the Contractor will have on the site) shall be present at the prework conference.

GOVERNMENT-FURNISHED PROPERTY

The Government will provide the following item(s) 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 provisions of FAR Clause 52.245-1 "Property Records" hereby incorporated by reference into the contract in accordance with FAR clause 52.252-2 “Clauses Incorporated by Reference” found herein.

• Airplanes

• Fuel

• Manuals and Maps/Charts

• Personal Protective Equipment (PPE)

• Computer

• Cell Phone

• Government Identification Card

• Letter of Authorization to operate government vehicles

APPROVAL OF SUBCONTRACTING

The Contractor shall request approval from the Contracting Officer prior to entering into any subcontract arrangement.

The subcontractor shall have the experience and be equipped for such work. The written notification shall include as a minimum:

A. The name, address and telephone number of the subcontractor.

B. The date upon which the subcontract was entered into and its duration C. A detailed description of the work being subcontracted including a listing of contract items, units, etc., as appropriate.

D. Documentation of the subcontractor's representative authority.

Subcontracting any portion of the contract shall not relieve the Prime Contractor of any responsibility under this contract. Any subcontract agreement shall contain all terms and conditions of the prime contract.

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS- COMMERCIAL ITEMS (OCT 2010)

(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)(22U.S.C. 7104(g)).

Alternate I (AUG 2007) of 52.222-50 (22U.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:

(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 (Apr 2010), (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C.

251note)).

(3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 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 (Jun 2010), (Pub. L. 109-282 (31 U.S.C.

6101 note).

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

(6) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).

(7) 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).

(8) [Reserved] (9)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

(ii)Alternate I (Oct 1995) of 52.219-6. (iii) Alternate II (Mar 2004) of 52.219-6.

(10)(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.

(11) 52.219-8, Utilization of Small Business Concerns (DEC 2010) (15 U.S.C. 637(d)(2) and (3)).

(12)(i) 52.219-9, Small Business Subcontracting Plan (Oct 2010) (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.

(13) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

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

(15)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (Pub. L.

103-355, section 7102, and 10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

(ii) Alternate I (Jun 2003) of 52.219-23.

(16) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (DEC 2010) (Pub.

L. 103-355, section 7102, and 10 U.S.C. 2323).

(17) 52.219-26, Small Disadvantaged Business Participation Program-Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

(18) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004)(15 U.S.C. 657 F).

(19) 52.219-28, Post Award Small Business Program Representation (Apr 2009) (15 U.S.C. 632(a)(2)).

(20) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

(21) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jul 2010) (E.O. 13126).

(22) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

(23) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(24) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans

(Sep 2010) (38 U.S.C. 4212).

(25) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(26) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans

(Sep 2010) (38 U.S.C. 4212).

(27) 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.)

(28)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (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).

(29) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007)(42 U.S.C. 8259b).

(30)(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.

(31)(i) 52.223-18, Contractor Policy to Ban Text Messaging while Driving (Sep 2010) (E.O. 13513).

(32) 52.225-1, Buy American Act-Supplies (Feb 2009) (41 U.S.C. 10a-10d).

(33) (i)52.225-3, Buy American Act-Free Trade Agreements-Israeli Trade Act (Jun 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, 108-32, 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.

(34) 52.225-5, Trade Agreements (Aug 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

(35) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.s., proclamation and statutes administered by

Office of Foreign Assets Control for the Department of Treasury).

(36) 52.226-4, Notice of Disaster or Emergency Area Set-aside (Nov 2007) (42 U.S.C. 5150).

(37) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

(38) 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)).

(39) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

(40) 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

(41) 52.232-34, Payment by Electronic Funds Transfer-Other than Central Contractor Registration (May 1999) (31 U.S.C.

3332…