IBM11R0003.pdf

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER) THIS RFQ IS IS NOT A SMALL BUSINESS SET-ASIDEX

1. REQUEST NO.

IBM11R0003

2. DATE ISSUED

05/17/2011

3. REQUISITION/PURCHASE REQUEST NO.

13093281158

4. CERT. FOR NAT. DEF. UNDER

BDSA REG. 2 AND/OR DMS

REG. 1

RATING

International Boundary and Water Commission (IBWC)

USIBWC - ACQUISITIONS DIV

4171 NORTH MESA, STE. C100

,EL PASOTX 79902-1441

5a. ISSUED BY 6. DELIVER BY (date)

09/30/2014

7. DELIVERY

OTHER

(See Schedule)X FOB DESTINATION

9. DESTINATION

5b. FOR INFORMATION CALL (NO COLLECT CALLS)

a. NAME OF CONSIGNEE

International Boundary and Water Commission (IBWC)

NAME: Elena Martinez EMAIL: Elena.Martinez@ibwc.gov

TELEPHONE NUMBER

915-832-4715

8. TO:

865 RIO RICO INDUSTRIAL PARK

INTERNATIONAL BOUNDARY

AND WATER COMMISSION

b. STREET ADDRESS

c. CITY

RIO RICO

a. NAME: b. COMPANY

Contact: Duns:

c. STREET ADDRESS

d. CITY d. COUNTRY e. POSTAL CODE d. STATE

AZ

e. ZIP CODE

85648-4063

10. PLEASE FURNISH QUOTATIONS TO THE ISSUING

OFFICE IN BLOCK 5a ON OR BEFORE CLOSE OF BUSINESS (Date)

06/03/2011

IMPORTANT: This is a request for information, and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5a. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or services. Supplies are of domestic origin unless otherwise indicated by quoter.

Any representations and/or certifications attached to this Request for Quotation must be completed by the quoter.

11. SCHEDULE (Include applicable Federal, State and Local taxes)

SEE LINE ITEMS SECTION

12. DISCOUNT FOR PROMPT PAYMENT

a. 10 CALENDAR DAYS (%)

0.00

b. 20 CALENDAR DAYS (%)

0.00

c. 30 CALENDAR DAYS (%)

0.00

d. CALENDAR DAYS

NUMBER

PERCENTAGE

0.00 NOTE: Additional provisions and representations [ ] are [ X ] are not attached.

13. NAME AND ADDRESS OF QUOTER 14. SIGNATURE OF PERSON AUTHORIZED TO SIGN QUOTATION 15. DATE OF

QUOTATION

a. NAME OF QUOTER

b. STREET ADDRESS 16. SIGNER

a. NAME (Type or print)

Hugo White

b. TELEPHONE

c. COUNTY AREA CODE

d. CITY e. STATE f. ZIP CODE c. TITLE (Type or print)

Contracting Officer

NUMBER

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

STANDARD FORM 18 (REV. 6-95)

Prescribed by GSA-FAR (48 CFR) 53.215-1(a)

IBM11R0003

001 Crude Glycerin for delivery to the Nogales International Wastewater Treatment Plant, Rio Rico, AZ, as specified in attached scope of work.

132,000.00 GL

Period of Performance 06/01/2011 through 09/30/2011

Doc Ref No: 13093281158 Delivery Date FOB:

Destination

1000 Crude Glycerin for delivery to the Nogales International Wastewater Treatment Plant, Rio Rico, AZ, as specified in attached scope of work.

396,000.00 GL

BASE PERIOD

10/01/2011 THROUGH 09/30/2012

Doc Ref No:

Delivery Date FOB:

Destination

2001 Crude Glycerin for delivery to the Nogales International Wastewater Treatment Plant, Rio Rico, AZ, as specified in attached scope of work.

396,000.00 GL

FIRST OPTION PERIOD

10/01/2012 THROUGH 09/30/2013

Doc Ref No:

Delivery Date FOB:

Destination

3001 Crude Glycerin for delivery to the Nogales International Wastewater Treatment Plant, Rio Rico, AZ, as specified in attached scope of work.

396,000.00 GL

SECOND OPTION PERIOD

10/01/2013 THROUGH 09/30/2014

Doc Ref No:

Delivery Date FOB:

Destination

C.1 SOW 05/16/2011

U. S. International Boundary and Water Commission

Nogales International Wastewater Treatment Plant

Crude Glycerin Supply

Scope of Work

The US International Boundary and Water Commission (USIBWC) operates and maintains the Nogales International Wastewater Treatment Plant (NIWTP) in Rio Rico, Arizona. The NIWTP currently treats approximately 17 million gallons per day of raw sewage entering from Nogales, Mexico and Nogales, Arizona.

The NIWTP was recently upgraded to provide Biological Nutrient Removal (BNR) resulting in a demand for supplemental carbon. Crude Glycerin is used as the main source of supplemental carbon.

IBM11R0003

Line Item Summary

Solicitation Number:

IBM11R0003

Contract Number: Title: Crude Glycerin NIWTP Date of Solicitation:

05/17/2011

Line Item No. Description Quantity Unit Unit Price Total Cost

The USIBWC is seeking sources to supply and deliver Crude Glycerin to the Nogales International Wastewater Treatment Plant. The Crude Glycerin will be added to the wastewater to provide supplemental carbon for the de-nitrification process. Delivery is required to be in bulk form and shall be placed in one of three (3) 5,000 gallon size storage tanks at the NIWTP, 865 Rio Rico Industrial Park, Rio Rico, Arizona 85648.

The following specifications are required for the Crude Glycerin supply:

1. Maximum projected monthly usage is approximately 33,000 gallons.

2. The USIBWC cannot guarantee and is not obligated to purchase any set amount of Crude Glycerin.

3. Crude Glycerin shall conform to the material properties stated below.

Physical Form : Pale to brown viscous liquid

Glycerol content : Minimum 70% (m/m)

Ash content : Maximum 8 % (m/m)

Fat Content : Maximum 5 % (m/m) pH Neutral : 5 – 9 %

The Government has the right to reject any material that does not meet the specified properties. The Contractor shall remove all rejected material immediately at the contractor’s expense and shall provide replacement material in a timely manner such that the plant does not run out of glycerin.

4. Glycerin delivered by contractor will be sent to independent lab for analysis to be paid for by the Government.

5. In the event crude glycerin is used before laboratory results are received, the Government, at its sole discretion, may decide to accept delivered material with lower glycerol content. Price paid for material with lower glycerol content than the specifications shall be as follows:

a. Material with glycerol content above 65% shall be paid at the full contract unit price.

b. Material with glycerol content between 50% and 65%, inclusive, shall be paid on a sliding scale proportional to the ratio of the actual percent glycerol content to 70%. For example, payment for material with 60% glycerol content shall be based on six seventh (60/70) of the contract unit price.

c. Material with glycerol content below 50% shall be rejected.

6. Delivery shall be made within seven (7) calendar days after receipt of order. Hours of delivery are 7:30 AM – 3:00 PM Monday through Friday, excluding Federal holidays.

7. Operational requirements may dictate urgent deliveries of any quantity. If the contractor is unable to provide urgent delivery, the Government may acquire the required amount from alternative sources.

8. Orders shall be on an as-needed basis.

9. Payment will be made on actual gallons accepted by NIWTP.

10. Contract period is for a base year and two (2) option years.

H.1 Contract Requirements 05/16/2011

SPECIAL CONTRACT REQUIREMENTS

GENERAL REQUIREMENTS

This is firm fixed price contract for the supplies specified for a base year beginning 10/01/2011 through 09/30/2012 with two (2) one-year option periods to extend the term of the contract. Offerors must submit firm prices to include option years. Offers submitted on any other basis may be rejected. By requesting the offeror to submit prices for periods that extend beyond the base year period as provided for in the option provision, the Government is not obligated to purchase any supplies or items beyond the base year period.

Period of performance shall be made only as authorized by the basic contract, modifications and delivery orders thereto issued by authorized ordering personnel.

PERIOD OF PERFORMANCE

The Contractor shall complete the requirements under this scope of work within the time frames listed below:

1. REMAINDER OF FY 2011 – June 2011 through September 30, 2011.

2. BASE YEAR for Line Item 1000 - October 1, 2011 through September 30, 2012

3. OPTION YEAR ONE for Line Item 2001- October 1, 2012 through September 30, 2013

4. OPTION YEAR TWO for Line Item 3001- October 1, 2013 through September 30, 2014

TAXES

Prices set forth herein shall include all applicable Federal, State and Local taxes.

Inspection and Acceptance

(a) Inspection

The International Boundary and Water Commission, U. S. and Mexico, U. S. Section, El Paso, Texas

(USIBWC) is designated as the point for final inspection and acceptance by the Government of all deliverable supplies required by the contract.

(b) Acceptance

Acceptance shall be by the Contracting Officer. The Government’s right to inspect and the Contractor’s responsibilities to inspection are set forth in Federal Acquisition Regulation (FAR) 52.212-4 Contract Terms and Conditions – Commercial Items.

Delivery Delivery of all supplies shall be FOB destination to the USIBWC, Nogales International Wastewater Treatment Plant, 865 Rio Rico Industrial Park, Rio Rico, AZ 85648. Delivery of all supplies shall be made within seven

(7) calendar days after receipt of a verbal order by authorized ordering personnel.

PAYMENT

Contractor will be paid in accordance with Federal Acquisition Regulation (FAR) 52.232-33 Payment by Electronic Funds Transfer or 52.232-36 Payment by Third Party, incorporated by reference in FAR 52.212-5.

CONTRACT ADMINISTRATOR

The administrator for this contract is:

Name: Elena Martinez

Title: Purchasing Agent

Address: International Boundary and Water Commission, U. S. and Mexico

4171 N. Mesa, Bldg C 100

El Paso, TX 79902-1441

Telephone: 915 832-4715

Fax: 915 832-4192

Email: Elena.Martinez@ibwc.gov

CONTRACTING OFFICER

(a) “Contracting Officer” (CO) means a person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings. The term includes certain authorized representatives of the Contracting Officer acting within the limits of their authority as delegated by the Contracting Officer.

(b) The Contracting Officer for this contract is:

Name: Hugo White

Title: Supervisory Contract Specialist

Address: International Boundary and Water Commission, U. S. and Mexico

4171 N. Mesa, Bldg C 100

El Paso, TX 79902-1441

Telephone: 915 832-4711

Fax: 915 832-4192

Email: Hugo.White@ibwc.gov contracting officer authority In no event shall any understanding or agreement between the Contractor and any Government employee other than the Contracting Officer on any contract, modification, change order, letter or verbal direction to the Contractor be effective or binding upon the Government. All such actions must be formalized by a proper contractual document executed by the Contracting Officer. The Contractor is hereby put on notice that in the event a Government employee other than the Contracting Officer directs a change in the work to be performed or increases the scope of work to be performed, it is the Contractor’s responsibility to make inquiry of the Contracting Officer before making the deviation. Payments will not be made without being authorized by an appointed Contracting Officer with the legal authority to bind the Government.

CONTRACTING OFFICER’S REPRESENTATIVE

The Contracting Officer shall designate a technical representative to act for the Contracting Officer during the contract period. The Contracting Officer’s Representative (COR) will act for the Contracting Officer only in technical matters and will not be authorized to commit the Government on any contract terms, conditions, or changes in unit price, total contract price, quantity or quality, or delivery schedule. Any changes to the contract in unit price, total contract price, quantity, quality or delivery schedule will be made only by the Contracting Officer by executed modification to the contract. The Contracting Officer’s Representative will be located at the IBWC Nogales International Wastewater Treatment Plant, 865 Rio Rico Industrial Park, Rio Rico, AZ 85648-4063.

The Contracting Officer’s Representative will be appointed in writing after contract award.

NOTIFICATION TO THE GOVERNMENT OF DELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when he anticipates difficulty in complying with the contract delivery schedule or dates, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the Contracting Officer and the COR, in writing, giving pertinent details, provided, however, that this data shall not be construed as a waiver by the Government of any delivery schedule or dates or of any rights or remedies provided by law or under the contract.

Delivery Orders Delivery orders issued against this contract shall be issued orally. Only the authorized ordering personnel listed below may place delivery orders under this contract and only in accordance with the provision of FAR 52.216-18 Ordering Clause. As a minimum, the oral orders will contain the contract number and credit card number to be charged against. The delivery ticket/invoice shall contain: (1) Contractor’s Name; (2) Contract Number; (3) Date of Order; (4) Date of Delivery; (5) Itemized list of supplies furnished; and (6) Quantity, unit price and total cost of each item, less any applicable discounts.

NOTE: Delivery ticket/invoice shall not include the credit card account number. “Credit card purchase” shall be annotated on each delivery ticket/invoice.

Personnel Authorized to Place Orders

Name of Authorized Personnel Telephone Number Location

Elena Martinez 915 832-4715 USIBWC, El Paso, TX

Ruben Pino Jr. 915 832-4709 USIBWC, El Paso, TX

Alison Lamb 520-281-1832 USIBWC, Nogales, AZ

Kenneth Johnson 520-281-1832 USIBWC, Nogales, AZ

EXERCISE OF OPTIONS

The Contracting Officer shall provide written notice at least thirty (30) calendar days in advance of the Government’s intent to exercise any option.

Option to Extend the Term of the Contract This contract may be extended at the option of the Government for continued performance of any supplies within the limits and at the prices specified in the contract.

The Contracting Officer may exercise the option by written notice to the Contractor within the period specified in FAR 52.217-9, Option to Extend the Term of the Contract. Any exercise of the option to extend the term of the resultant contract is contingent for each fiscal year upon appropriation of the necessary funds to the USIBWC by Congress. No legal liability on the part of the Government for payment of any money shall arise unless and until such appropriation has been provided.

CONFORMANCE TO ALL APPLICABLE LAWS

The Contractor shall comply with all applicable laws and regulations having the force of law which deal with or relates to performance hereunder or the employment by the Contractor of the employees necessary for such performance, and shall procure such permits, licenses and other required authorizations from the United States and from state and local authorities as may be necessary in connection with beginning or carrying on to completion of the contract work, and shall at all times comply with all United States, state and local laws in any way affecting the contract work.

CONTROL OF INFORMATION

(a) The Contractor shall not duplicate or distribute in any form or manner any material generated during the performance of the contract, no public release is authorized without the express written consent of the Contracting Officer.

(b) The Contractor shall not incorporate into this project any instructions received either verbally or in writing from other governmental agencies without prior written approval from the USIBWC Contracting Officer.

52.204-9 Personal Identity Verification of Contractor Personnel (Jan 2011) 01/31/2011

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee’s employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor‘s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

(End of clause)

52.212-4 Contract Terms and Conditions--Commercial Items (June 2010) 06/16/2010

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights--

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613).

Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), or applicable agency procedures.

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

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

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

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

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

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

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

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall --

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance.

In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act;

41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

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

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

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

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items (Apr 2011)

04/01/2011

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

__ Alternate I (Aug 2007) of 52.222-50 (22 U.S.C.7104(g)).

(2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

X(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995)(41 U.S.C. 253g and 10 U.S.C. 2402).

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

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

X(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2010) (Pub. L.

109-282) (31 U.S.C. 6101 note).

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

111-5).

__(6) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010) (31 U.S.C. 6101 note). (Applies to contracts over $30,000).

(Not applicable to subcontracts for the acquisition of commercially available off-the-shelf items).

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

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

____(9) [Reserved]

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

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

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

____(11)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

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

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

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

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

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

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

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

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

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

____(16)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

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

____(17) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

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

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

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

__(21) 52.219.29 Notice of Total Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (APR 2011).__(22) 52.219.30 Notice of Total Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (APR 2011).X(23) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

X(24) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (Jul 2010) (E.O. 13126).

X(25) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

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

X(27) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

X(28) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

X(29) 52.222-37, Employment Reports on Veterans, (Sep 2010) (38 U.S.C. 4212).

X(30) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O.

13496).

X(31) 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.)

X(32)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

____(ii) Alternate I (May 2008) of 52.223-9(42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

____(33) 52.223-15, Energy Efficiency in Energy Consuming Products (Dec 2007) (42 U.S.C. 8259b).

____(34)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423).

____(ii) Alternate I (Dec 2007) of 52.223-16.

X(35) 52.223-18, Contractor Policy to Ban Text Messaging While Driving (Sep 2010) (E.O. 13513).

____(36) 52.225-1, Buy American Act--Supplies(Feb 2009) (41 U.S.C. 10a-10d).

X(37)(i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (June 2009) (41 U.S.C. 10a- 10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C.3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).

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

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

X(38) 52.225-5, Trade Agreements (Aug 2009)(19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X(39) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

____(40) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

____(41) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C.5150).

____(42) 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)).

____(43) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f),10 U.S.C.

2307(f)).

X(44) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (Oct 2003)(31 U.S.C.

3332).

____(45) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

X(46) 52.232-36, Payment by Third Party (Feb 2010)(31 U.S.C. 3332).

____(47) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

____(48)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)(46 U.S.C.

Appx. 1241(b) and 10 U.S.C. 2631). ____(ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

__ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C.

351, et seq.).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment -- Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

__ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services -- Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

__ (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247).

__ (8) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)).

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

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

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract.

If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

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

(ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

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

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

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

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

13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

__ Alternate I (Aug 2007) of 52.222-50 (22 U.S.C.7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Feb 2009)(41 U.S.C. 351, et seq.).

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

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247).

Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx.

1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)

52.216-18 Ordering (Oct 1995) 10/01/1995

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 06/01/2011 through 09/30/2014.

(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 only if authorized in the Schedule.

(End of clause)

52.216-19 Order Limitations (Oct 1995) 10/01/1995

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100, 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 $25000;

(2) Any order for a combination of items in excess of $50000; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement 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 7 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.

(End of clause)

52.216-22 Indefinite Quantity (Oct 1995) 10/01/1995

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within…