08-R-20011.Lithium.doc

PAGE

HSCG40-08-R-20011

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

2107407B830400003

DATE

HSCG40-08-R-20011

6. SOLICITATION ISSUE

DATE: 3/28/08

7. FOR SOLICITATION

INFORMATION CALL:

Kathleen.A.Harrigan@uscg.mil.

LOCAL TIME

4/11/08 @ 2:00 P.M. EDT

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UNRESTRICTED

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SET ASIDE: 100% FOR

SMALL BUSINESS

HUBZONE SMALL BUSINESS

NAICS: 335912

SIZE STANDARD: 1000 Employees

11. DELIVERY FOR

FOB DESTINATION

UNLESS BLOCK IS

MARKED

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SEE SCHEDULE

12. DISCOUNT TERMS

U.S. Coast Guard Engineering Logistics Center

Electronic Systems/ATON Acquisition Branch

707 East Ordnance Road, Suite 410, Mail Stop 25 Baltimore, MD 21226-5000

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13.a THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 DFR 700)

14. METHOD OF SOLICITATION

RFQ

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IFP

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RFP

SEE SCHEDULE

See Individual Delivery Orders Direct Shipment to Coast Guard Consignees Kathleen Harrigan, Contract Specialist

(See Address in Block 9 above)

17.a CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

U.S. Coast Guard YARD

P.O. Box 4122

Chesapeake, VA 23327-4122

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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

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Attached Pages 2 through 38 Proposal Due Date is due: 11 APRIL 2008

2:00 PM (E.D.T)

No faxed or e-mail proposals are accepted.

100% SET ASIDE FOR SMALL BUSINESS CONCERNS.

This solicitation is in accordance with FAR Part 13.5-Test Program for Certain Commercial items utilizing FAR Parts 12 and 15.

(Attach Additional Sheets as Necessary)

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

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

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ARE

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ARE

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ARE NOT ATTACHED

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ARE NOT ATTACHED

28.

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AWARD OF CONTRACT: REFERENCE ___________________ OFFER

DATED ___________. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

PAPERWORK BURDEN STATEMENT

STANDARD FORM 1449 (4/2002)

Prescribed by GSA – FAR (48CFR) 53.212

NOTICE FOR FILING AGENCY PROTESTS

United States Coast Guard Ombudsman Program It is the policy of the Coast Guard to issue solicitations and make contract awards in a fair and timely manner. The Ombudsman Program for Agency Protests (OPAP) was established to investigate agency protest issues and resolve them without expensive and time-consuming litigation. OPAP is an independent reviewing authority that is empowered to grant a prevailing protester essentially the same relief as the General Accounting Office (GAO).

Interested parties are encouraged to seek resolution of their concerns within the Coast Guard as an Alternative Dispute Resolution (ADR) forum, rather than filing a protest with the GAO or some external forum. Interested parties may seek resolution of their concerns informally or opt to file a formal agency protest with the contracting officer or Ombudsman.

Informal forum with the Ombudsman. Interested parties who believe that a specific USCG procurement is unfair or otherwise defective should first direct their concerns to the cognizant contracting officer. If the contracting officer is unable to satisfy the concerns, the interested party is encouraged to contact the USCG Ombudsman for Agency Protests. Under this informal process, the agency is not required to suspend contract award performance. Use of an informal forum does not suspend any time requirement for filing a protest with the agency or other forum. In order to ensure a timely response, interested parties should provide the following information to the Ombudsman: solicitation/contract number, contracting office, contracting officer, and solicitation closing date (if applicable).

Formal Agency Protest with the Ombudsman. Prior to submitting a formal agency protest, protesters must first use their best efforts to resolve their concerns with the contracting officer through open and frank discussions. If the protester’s concerns are unresolved, an independent review is available by the Ombudsman. The protester may file a formal agency protest to either the contracting officer or as an alternative to that, the Ombudsman under the OPAP program. Contract award or performance will be suspended during the protest period unless contract award or performance is justified, in writing, for urgent and compelling reasons or is determined in writing to be in the best interest of the Government. The agency’s goal is to resolve protests in less than 35 calendar days from the date of filing. Protests shall include the information set forth at FAR 33.103. If the protester fails to submit the required information, resolution of the protest may be delayed or the protest may be dismissed. This will not preclude re-filing of the protest to meet the requirement. To be timely, protests must be filed within the period specified in FAR 33.103(e). Formal protests filed under the OPAP program should be submitted to:

Department of Homeland Security United States Coast Guard (CG-9131) Ombudsman Program for Agency Protest 1900 Half St., SW, Room 11-0602 Washington, D. C. 20593-0001 Telephone (202) 372-3695 Fax: (202) 475-3904 Table of Contents

DESCRIPTION

PAGE(S)

Standard Form 1449 (SF1449)

Ombudsman Notice 2 Table of Contents

Addendum to Standard Form 1449:

Blocks 19 – 24, Schedule of Supplies/Services

4-6

Block 15, Deliveries, Packaging and Marking

7-12

Block 18A, Additional Payment Information

12-13

Special Contract Requirements

FAR Clause 52.212-4, Contract Terms and Conditions – Commercial Items 15-19 Addendum to FAR Clause 52.212-4, Contract Terms and Conditions –

Commercial Items

20-23 FAR Clause 52.212-5, Contract Terms and Conditions Required to Implement

Statutes or Executive Orders – Commercial Items

24-26 FAR Provision 52.212-1, Instructions to Offerors – Commercial Items

27-29 Addendum to FAR 52.212-1, Instructions to Offerors – Commercial Items

FAR 52.212-2, Evaluation – Commercial Items

31-34 FAR Clause 52.212-3, Offeror Representations and Certifications – Commercial

Items

35-40

ATTACHMENTS:

Attachment 1 – U.S. Coast Guard Specification number P-313-0504 dated February 2008

Attachment 2- DHS Form 700-21 Material Inspection and Receiving Report

Attachment 3 – USCG Bar coding specification

Attachment 4 – Disclosure of Lobbying Activities

Attachment 5 – Material Safety Data Sheet (MSDS)

ADDENDUM TO BLOCKS 19 THROUGH 26

SCHEDULE OF SUPPLIES/SERVICES

TYPE OF CONTRACT

This is a Requirements Type Contract with one (1) base year and four (4) option years. A Requirements Type Contract is defined in FAR Clause 52.216-21, Requirements, Page 18. This solicitation is in accordance with FAR Part 13.5 – Test Program for Certain Commercial Items utilizing FAR Parts 12 and 15.

ORDERING

a. Material will be ordered by the issuance of individual delivery orders. Refer to FAR Clause 52.216-18, Ordering, Page 26.

b. Any supplies or services to be furnished under this contract shall be ordered by issuance of delivery orders by the following activity:

U.S. Coast Guard Engineering Logistics Center

Electrical Systems/ATON Acquisition Branch (Code 042)

2401 Hawkins Point Road, M/S 25, Baltimore, MD 21226-5000

OPTIONS

Each option extending the term of this contract shall be for a period of one (1) year from the effective date of each option.

BASE YEAR CONTRACT LINE ITEMS

The quantities shown for CLINS 0001 through 1001a. and each corresponding option year CLIN reflect the estimated quantities to be ordered.

ESTIMATED

ITEM# SUPPLIES/SERVICES QTY UNIT UNIT PRICE TOTAL

0001. 6135-01-556-7138 Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard Specification P-313-0504 dated February 2008 447 EA _______ ________

0001a. First Article for item 0001.

6135-01-556-7138 Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard dated February 2008 3 EA _______ ________

ESTIMATED

ITEM# SUPPLIES/SERVICES QTY UNIT UNIT PRICE TOTAL

OPTION YEAR 1 - CONTRACT LINE ITEMS FIRST OPTION YEAR

1001. 6135-01-556-7138 Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard

1001a. First Article for item 1001.

Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard

OPTION YEAR 2 - CONTRACT LINE ITEMS SECOND OPTION YEAR

2001. 6135-01-556-7138 Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard

2001a. First Article for item 2001.

Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard

OPTION YEAR 3 - CONTRACT LINE ITEMS THIRD OPTION YEAR

3001. 6135-01-556-7138 Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard Specification P-313-0504 dated February 2008 447 EA _______ ________

ESTIMATED

ITEM# SUPPLIES/SERVICES QTY UNIT UNIT PRICE TOTAL

3001a. First Article for item 3001.

6135-01-556-7138 Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard

OPTION YEAR 4 - CONTRACT LINE ITEMS FOURTH OPTION YEAR

4001. 6135-01-556-7138 Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard

4001a. First Article for item 4001.

Battery Pack, Sealed Non-rechargeable Lithium- Thionyl-Chloride Cell to be Made I/A/W Coast Guard

Offerors: The requirement for first article may be waived when supplies identical to those called for have previously been delivered by the offeror and accepted by the Government.

PRESERVATION, PACKAGING, AND MARKING

Items 0001 through 4003a. shall be individually preserved, packaged in accordance with ASTM-D-3951 and marking in accordance with MIL-STD-129. Bar coding in accordance with USCG Bar coding specification Provided as Attachment 1. Offers shall include the cost of packaging and packing.

MARKING OF WARRANTED ITEMS

Pursuant to the requirements of FAR 46.706(b)(5), the contractor shall stamp or mark the supplies delivered, or otherwise furnish notice with the supplies, of the existence of the warranty. Markings may be brief but should include (i) a brief statement that a warranty exists; (ii) the substance of the warranty; (iii) its duration; and (iv) whom to notify if the supplies are found to be defective. For commercial items, the contractor’s trade practice in warranty marking is acceptable if sufficient information is presented for supply personnel and users to identify warranted supplies.

All hazardous materials, wastes and substances as defined in 49 CFR Part 171.8 must be shipped in accordance with all applicable domestic and international transportation of hazardous material regulations. Applicable regulations include specific packaging, marking, labeling and documentation requirements; International Maritime dangerous Goods (IMDG) and International Air transport Association (ATA) Publications.

PACKING LIST

All material shipped or delivered to the U.S. Coast Guard Consignees as listed in the Schedule on the applicable delivery order under this contract must be accompanied by an itemized packing list that cites the proper contract and delivery order number. Each packing unit shall have a list of all items contained in that unit. The packing list shall be securely attached inside the left hand door of the container and shall be enclosed in a clear waterproof envelope.

MATERIAL SAFETY DATA SHEET

One copy of the MSDS shall be included with the battery pack(s) for each direct delivery destination.

NOTE

Failure to prepare for shipment any item, and/or mark all packages, boxes, etc., as indicated herein shall result in rejection of the shipment and return of the shipment at the contractor’s expense.

SHIPPING INSTRUCTIONS

The Contractor shall not proceed with shipment of material unless notified to do so by the Contracting Officer, USCG Engineering Logistics Center (ELC) or his authorized representative. When material has been inspected (See Inspection Criteria) and shipment authorized, the Contractor shall forward copies of all shipping documents from point of debarkation and last carrier to consignee to USCG Engineering Logistics Center, marked for the attention of the Contracting Officer, Attn: Joseph Neil. Each shipping document must state the number, quantity and size of each item shipped.

The Contractor shall ensure that the Consignee is advised of the intended delivery not later than three (3) days prior to delivery. Problems with contacting the consignee should be reported to the Contract Administrator, Ms. Kathleen Harrigan at 410-762-6481 or e-mail at: Kathleen.A.Harrigan@uscg.mil.

Note: Unannounced deliveries may not be accepted. Each shipment must be accompanied by a DHS Form 700-21 Material Inspection and Receiving Report reflecting the exact quantities in the shipment. In addition, each shipment must contain a Material Safety Data Sheet (MSDS).

INSPECTION AND ACCEPTANCE

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 www.arnet.gov.

NUMBER

TITLE

52.202-1 Definitions JULY 2004 52.203-5 Covenant Against Contingent Fees APR 1984 52.209-3 First Article Approval – Contractor Testing SEP 1989 52.209-4 First Article Approval – Government Testing SEP 1989 52.246-2 Inspection of Supplies – Fixed-Price

AUG 1996

52.246-16 Responsibility for Supplies

APR 1984

52.247-34 F.O.B. Destination NOV 1991

INSPECTION

Items 0001 through 0001a and subsequent option years - Inspection will be performed by Government technical personnel at Contractor's plant located: (Offeror Indicate)

Name of Contractor Number & Street City & State

(a) The Contractor shall notify the Contracting Officer, USCG Engineering Logistics Center in writing, not later than fifteen (15) calendar days prior to material being ready for inspection.

(b) Notification of Readiness for Inspection is to be sent to the attention of the

Contracting Officer, (Code 042), U.S. Coast Guard Engineering Logistics Center, Electrical Systems Contracting Branch, 2401 Hawkins Point Rd., Mail Stop 25, Baltimore MD 21226-5000, M/F:

(Contract Number/Delivery Order Number)

MATERIAL INSPECTION AND RECEIVING REPORT (DHS FORM 700-21)

(a) Upon completion of the inspection, the Government Inspector will authorize the release of all material designated for shipment on a DHS Form 700-21 (Material and Inspection Receiving Report). This action on the DHS Form 700-21 will constitute the Contractor's authorization to ship all material designated on the DHS Form 700-21. The Contractor will forward one copy of DHS Form 700-21 to the Contracting Officer, U.S. Coast Guard Engineering Logistics Center, Baltimore MD, and one copy with the shipment.

(b) Copies of DHS Form 700-21 (Material Inspection and Receiving Report) will be furnished by the Contracting Officer after award.

(c) Inspection Criteria: The inspection level and acceptance quality level used in conducting the inspection will be in accordance with Section 4 of Coast Guard Specification No. P-313-0504 dated February 2008.

(d) Inspection will be made at destination for quantity, damage, and substitution only. Acceptance will occur at source, provided material meets the requirements stated elsewhere in this contract.

HSAR 3052.247-72 F.O.B. DESTINATION ONLY (DEC 2003)

Offers are invited on the basis of F.O.B. destination only. Offers submitted on any other basis may be rejected as non-responsive.

GOVERNMENT ACCEPTANCE (DESTINATION)

Final acceptance shall be made by a Government representative at Destination. Acceptance shall be contingent upon verification of no damage in transit, correctness and completeness of the order, and conformance to the preservation, packaging, and marking requirements as outlined in Coast Guard specification P-313-0504 dated February 2008.

DELIVERIES OR PERFORMANCE

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1988)

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 www.arnet.gov.

52.211-17 Delivery of Excess Quantities

SEP 1989

52.242-15 Stop-Work Order

AUG 1989

FAR 52.211-9 DESIRED AND REQUIRED TIME OF DELIVERY (JUNE 1997)

(a) The Government desires delivery of items 0001 through 4001 to be made according to the following schedule:

DESIRED DELIVERY SCHEDULE

Description Quantity Not Sooner Than or Later Than

Items 0001 – 4001 COMPLETE NST 1 SEPT 2008 Items 0001 – 4001 COMPLETE NST 15 SEPT 2008 Items 0001a. – 4001a. 3 ea 30 DAYS (After Issuance of delivery order)

(b) If the offeror is unable to meet the desired delivery schedule, it may, without prejudicing evaluation of its offer, propose a delivery schedule. However, the offeror's proposed delivery schedule may not extend the Government requires delivery of items 0001 through 3003 to be made according to the following schedule:

REQUIRED DELIVERY SCHEDULE

Description Quantity NOT SOONER THAN OR LATER THAN

Items 0001 – 4001 ALL NST 1 SEPT 2008 Items 0001 – 4001 ALL NLT 1 OCTOBER 2008 Items 0001a. – 4001a. 3 ea 45 Days (After Issuance of delivery order)

Offers that proposes delivery of a quantity under such terms or conditions that delivery will not clearly fall within the applicable required delivery period specified above, may be considered unacceptable. If the offeror proposes no other delivery schedule, the desired delivery schedule above will apply.

OFFEROR'S PROPOSED DELIVERY SCHEDULE

Description Quantity Days After Issuance Of a Delivery Order

Items 0001 – 4001 ALL ________________________

Items 0001a. – 4001a. 3 ea ________________________

(b) Attention is directed to the Contract Award provision of the solicitation that provides that a written award or acceptance of offer mailed, or otherwise furnished to the successful offeror, results in a binding contract. The Government will mail or otherwise furnish to the offeror an award or notice of award not later than the day award is dated. Therefore, the offeror should compute the time available for performance beginning with the actual date of award, rather than the date the written notice of award is received from the Contracting Officer through the ordinary mails. However, the Government will evaluate an offer that proposes delivery based on the Contractor's date of receipt of the contract or notice of award by adding (1) five calendar days for delivery of the award through the ordinary mails, or (2) one working day if the solicitation states that the contract or notice of award will be transmitted electronically. (The term "working day" excludes weekends and U.S. Federal holidays.) If, as so computed, the offered delivery date is later than the required delivery date, the offer may be determined unacceptable and may be rejected.

PLACE OF DELIVERY – DESTINATION

CLIN’s 0001 and each corresponding option year CLIN may be delivered to the following Coast Guard destinations:

Philadelphia, PA Baltimore, MD Portsmouth, VA Sault Ste. Marie, MI Port Huron, MI Charlevoix, MI Bayonne, NJ Saugerties, NY Newport, RI South Portland, ME Rockland, ME M/F: CONTRACT NUMBER/delivery order number (HSCG40-08-D- (to be provided at time of award).

CONTRACT ADMINISTRATION DATA

ADDRESS OF CORRESPONDENCE

All correspondence, except as otherwise specified, shall be delivered to the following address:

U.S. Coast Guard Engineering Logistics Center

Electrical Systems/ATON Acquisition Branch

Attn: Kathleen Harrigan, Contract Specialist

M/S 25, Code 042

2401 Hawkins Point Road

Baltimore, MD 21226-5000

M/F: Contract Number: HSCG40-08-D- (to be provided at time of award) and

Delivery Order Number: {To be furnished with each individual delivery order}

CONTRACT ADMINISTRATION

The Contracting Officer or authorized representative, located at the U.S. Coast Guard Engineering Logistics Center, shall be the contract administrator of this contract – Kathleen Harrigan, Contract Administrator, telephone number 410-762-6481, telefax number 410-762-6640 and e-mail address at: Kathleen.A.Harrigan@uscg.mil..

INVOICING REQUIREMENTS – FIRM-FIXED PRICE CONTRACTS

(a) All information set forth in FAR Clause 52.212-4(g), Invoices, must be included in an invoice for it to constitute a proper invoice.

(b) An original invoice shall be submitted to the following designated payment office:

U.S. Coast Guard

P.O. Box 4122

Chesapeake, VA 23327-4122

M/F: Contract Number: HSCG40-08-D- (to be furnished at time of award)

Delivery Order Number: {To be furnished with each individual delivery order}

Failure to submit invoices directly to this office will delay prompt payment of your invoice. A copy of any invoice submitted for payment must also be forwarded to the Contract Administrator, Coast Guard Engineering Logistics Center.

In addition, the Data Universal Numbering System (DUNS) number is the primary identifier in the Central Contractor Registration (CCR) database. All contractors are identified in CCR by their DUNS number, therefore, to facilitate payment, it is in your best interest to ensure that your DUNS AND TIN numbers are identified on all invoices submitted to the U.S. Coast Guard for payment.

For more information on CCR, and to register online, simply visit the CCR website at http://www.ccr.disc.dla.mil or call the Coast Guard Finance Center Customer Service line at (757) 523-6940. Offeror’s must be registered in the Central Contractor Registration database no later than the date of award.

**NOTE: Contractor's may submit invoices electronically by accessing and completing the invoice form found at http://www.fin-smb-Yardteam@uscg.mil..

RESPONSIBLE OFFICIAL(S) WHO CAN RECEIVE NOTIFICATION OF AN IMPROPER INVOICE AND ANSWER QUESTIONS REGARDING THE INVOICE For use in the event your firm receives a contract as a result of this solicitation, designate below the responsible official(s) who can receive notification of an improper invoice and answer questions regarding the invoice.

NAME:

TITLE:

ADDRESS:

TELEPHONE NUMBER: _____________________

EMAIL ADDRESS: __________________________

WITHHOLDING PAYMENT FOR NONDELIVERY OF DATA (APR 1984)

(a) If data or materials, or any part thereof, are not delivered within the time specified by this contract or are deficient upon delivery, the Contracting Officer shall, unilaterally at his/her discretion, withhold from each invoice a percentage of the contract price in accordance with the following table:

When Contract Total Price is

Percentage to be withheld is

Less than $250,000

10%

$250,000 to $1,000,000

5%

Over $1,000,000

2%

(b) The withholding of any sums pursuant to this clause shall not be construed as, or constitute in any manner, a waiver by the Government of the Contractor’s obligation to furnish the data required under this contract. In the event the Contractor fails to furnish these items, the Government shall have those rights and remedies provided by law and pursuant to this contract in addition to, and not in lieu of, the sum withheld in accordance with this clause.

SPECIAL CONTRACT REQUIREMENTS

REQUIRED STANDARD OF WORKMANSHIP

Unless otherwise specifically provided in this contract, the quality of all supplies and services rendered hereunder shall conform to the highest standards in the relevant profession, trade, or field of endeavor. All supplies and services shall be rendered or supervised directly by individuals fully qualified in the relevant profession, trade, or field, and holding any licenses required by law.

UNAUTHORIZED INSTRUCTIONS FROM GOVERNMENT PERSONNEL

(a) The Contractor shall not accept any instructions issued by any person employed by the U.S. Government or otherwise other than the Contracting Officer or the Contracting Officer’s Technical Representative acting within the limits of their authority. A Contracting Officer’s Technical Representative shall be designated in writing to the Contractor and shall set forth the scope of their authority.

(b) No information, other than that which may be contained in an authorized amendment to this purchase instrument duly issued by the Contracting Officer, which may be received from any person employed by the Government or otherwise will be considered as grounds for deviation from any stipulations of the purchase instruments or referenced drawings and/or specifications contained herein.

GOVERNMENT REPRESENTATIVES

(a) The Government, may upon contract award or thereafter, name representatives with titles such as Project Officer, Contracting Officer's Technical Representative(s), Resident Inspector(s), and so on. Such individuals, IF APPOINTED, will be named in writing by the Contracting Officer. The letter of appointment will indicate the individuals, titles, and stipulate the rights, responsibilities, and limitations of their appointment.

(b) In any event, no such named individual has the authority to issue any direction under this contract, either technical or otherwise, which constitutes a change to the terms, conditions, price or delivery schedule of the contract. ONLY the Contracting Officer is authorized to alter the contract in any manner.

COAST GUARD ACTIVITY AUTHORIZED TO PLACE ORDERS

Delivery orders shall be issued by the following Coast Guard activity:

U.S. Coast Guard Engineering Logistics Center

Electrical Systems/ATON Acquisition Branch

M/S 25, Code 042 2401 Hawkins Point Road

Baltimore, MD 21226-5000

STANDARD COMMERCIAL WARRANTY

If the item(s) required in the contract resulting from this solicitation are customarily warranted in the trade by a standard commercial warranty, such warranty shall be incorporated into this contract and thereby provided to the Government at no additional cost. Any standard commercial warranty provided shall be identical to the standard commercial warranty normally offered by the Contractor to the Contractor's most favored customer.

Offerors are requested to state the terms and conditions of their standard commercial warranty in the space provided below and attach a copy of the warranty terms with their offer. _________________________________________________________________________________

FAR 52.204-1 APPROVAL OF CONTRACT (DEC 1989)

This contract is subject to the written approval of the Chief of the Contracting Office, U.S. Coast Guard Engineering Logistics Center, 2401 Hawkins Point Road, Baltimore, MD 21226-5000, and shall not be binding until so approved.

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (FEB 2007)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance 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 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.

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (FEB 2007)(cont)

(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.

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (FEB 2007)(cont)

(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 FundsTransfer—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

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

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

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

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

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

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (FEB 2007)(cont) the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

The specification.

(t) Central Contractor Registration (CCR).

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (FEB 2007)(cont)

(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.

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.

Offerors and Contractors may obtain information on registration and annual confirmation requirements via the Internet at http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757.

(End of Clause)

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (FEB 2007)

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 www.arnet.gov.

FAR 52.203-3

Gratuities

APR 1984

FAR 52.204-4

Printed or Copied Double-Sided on Recycled Paper

AUG 2000

FAR 52.211-5

Material Requirements

AUG 2000

The following Homeland Security Acquisition Regulations are hereby incorporated by reference, with the same force and effect as if incorporated in full text. The full text of these clauses may be viewed electronically at www.dhs.gov.

NUMBER

HSAR 3052.211-70 Index for Specifications DEC 2003

HSAR 3052.242-72

Contracting Officer’s Technical Representative

DEC 2003

FAR 52.216-18 ORDERING (OCT 1995)

(a) Any supplies or services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of the contract through a period of one base year and four (4) option years.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods.

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $50.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor –

(1) Any order for a single item in excess of $300,000.00.

(2) Any order for a combination of items in excess of $400,000.00.

(3) A series of orders from the same ordering office within thirty (30) calendar days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at 52.216-21 of the Federal Acquisition

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)(continued)

Regulation (FAR), the Government is not required to order a part of any one requirement from the Contractor if that requirements exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within five (5) calendar days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

FAR 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government’s requirements do not result in orders in the quantities described as “estimated’’ or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after completion of the last delivery order issued before the expiration of this contract.

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 ONE (1) calendar day prior to the expiration of this contract; 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 five (5) years.

HSAR 3052.209-70 Prohibition on Contracts With Corporate Expatriates (JUN 2006)

(a) Prohibitions.

Section 835 of Public Law 107-296, prohibits the Department of Homeland Security from entering into any contract with a foreign incorporated entity after November 25, 2002, which is treated as an inverted domestic corporation as defined in this clause.

The Secretary shall waive the prohibition with respect to any specific contract if the Secretary determines that the waiver is required in the interest of homeland security, or to prevent the loss of any jobs in the United States or prevent the Government from incurring any additional costs that otherwise would not occur.

(b) Definitions. As used in this clause:

“Expanded Affiliated Group” means an affiliated group as defined in section 1504(a) of the Internal Revenue Code of 1986 (without regard to section 1504(b) of such Code), except that section 1504 of such Code shall be applied by substituting `more than 50 percent' for `at least 80 percent' each place it appears.

“Foreign Incorporated Entity” means any entity which is, or but for subsection (b) of section 835 of the Homeland Security Act, Public Law 107-296, would be, treated as a foreign corporation for purposes of the Internal Revenue Code of 1986.

“Inverted Domestic Corporation” A foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant to a plan (or a series of related transactions)—

(1) The entity completes after November 25, 2002, the direct or indirect acquisition of substantially all of the properties held directly or indirectly by a domestic corporation or substantially all of the properties constituting a trade or business of a domestic partnership;

(2) After the acquisition at least 80 percent of the stock (by vote or value) of the entity is held—

(i) In the case of an acquisition with respect to a domestic corporation, by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation; or

(ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by reason of holding a capital or profits interest in the domestic partnership; and

(3) The expanded affiliated group, which after the acquisition…