IBM12R0022.pdf

SOLICITATION/CONTRACT/ORDER FOR

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

IBM12R0022

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

DATE

09/04/2012

7. FOR SOLICITATION

INFORMATION CALL

a. NAME

Elena Martinez

b. TELEPHONE NUMBER (No collect calls) 915-832-4715

c. EMAIL Elena.Martinez@ibwc.gov

8. OFFER DUE DATE / LOCAL

TIME

09/11/2012 17:00:00

CODE IBWC_

International Boundary and Water Commission (IBWC)

USIBWC - ACQUISITIONS DIV

4171 NORTH MESA, STE. C100

EL PASO, TX 79902-1441

9. ISSUED BY

UNRESTRICTED

X SET ASIDE: 100 % FOR

X SMALL BUSINESS

HUBZONE SMALL BUSINESS

SERVICE-DISABLED VETERAN

OWNED SMALL BUSINESS

8(A)

NAICS: 541380

SIZE STANDARD: D06

$12 Million

10. THE ACQUISITION IS

SEE

SCHEDULE

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS RATED ORDER

UNDER DPAS (15 CFR 700)

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

IBWC_CODE15. DELIVER TO

International Boundary and Water Commission (IBWC)

USIBWC - CLEAN RIVERS PROGRAM

4171 NORTH MESA, ST C100

EL PASO, TX 79902-1441

CODE IBWC_16. ADMINISTERED BY

International Boundary and Water Commission (IBWC)

USIBWC - ACQUISITIONS DIV

4171 NORTH MESA, STE. C100

EL PASO, TX 79902-1441

FACILITYCODE

Contact Duns Telephone No.

17a. CONTRACTOR/OFFEROR IBWC_CODE18a. PAYMENT WILL BE MADE BY

International Boundary and Water Commission (IBWC)

USIBWC - FINANCIAL SERVICES DIV

4171 NORTH MESA, STE. C100

EL PASO, TX 79902-1441

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

SEE ADDENDUM

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS

CHECKED

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES

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

21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT

See Line Items Section

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

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN____COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED HEREIN.

29. AWARD OF CONTRACT: REF. OFFER DATED . YOUR OFFER ON

SOLICITATION (BLOCK 5) INCLUDING ANY ADDITIONS OR CHANGES WHICH

ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT)

Delfina C. Lechuga 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 10/2010)

Prescribed by GSA - FAR (48 CFR) 53.212

IBM12R0022

1 Laboratory Analytical Services for Clean Rivers Program (CRP) water quality samples as specified in scope of work.

1.00 LS

BASE PERIOD

10/01/2012 THROUGH 09/30/2013

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2012 to 09/30/2013 Destination

2 Laboratory Services for Environmental Management Division (EMD) water quality samples as specified in scope of work.

1.00 LS

BASE PERIOD

10/01/2012 THROUGH 09/30/2013

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2012 to 09/30/2013 Destination

3 Laboratory Services for Clean Rivers Program (CRP) water quality samples as specified in scope of work.

1.00 LS

OPTION PERIOD ONE

10/01/2013 THROUGH 09/30/2014

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2013 to 09/30/2014 Destination

4 Laboratory Services for Environmental Management Division (EMD) water quality samples as specified in scope of work.

1.00 LS

OPTION PERIOD ONE

10/01/2013 THROUGH 09/30/2014

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2013 to 09/30/2014 Destination

5 Laboratory Services for Clean Rivers Program (CRP) water quality samples as specified in scope of work.

1.00 LS

OPTION PERIOD TWO

10/01/2014 THROUGH 09/30/2015

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2014 to 09/30/2015 Destination

6 Laboratory Services for Environmental Management Division (EMD) water quality samples as specified in scope of work.

1.00 LS

OPTION PERIOD TWO

10/01/2014 THROUGH 09/30/2015

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2014 to 09/30/2015 Destination

7 Laboratory Services for Clean Rivers Program (CRP) water quality samples as specified in scope of work.

1.00 LS

OPTION PERIOD THREE

10/01/2015 THROUGH 09/30/2016

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2015 to 09/30/2016 Destination

8 Laboratory Services for Environmental Management Division (EMD) water quality samples as specified in scope

1.00 LS

IBM12R0022

Line Item Summary

Solicitation Number:

IBM12R0022

Contract Number: Title: SVC CRP Lab Services CRP/SOD Water Samples

Date of Solicitation:

09/04/2012

Line Item No. Description Quantity Unit Unit Price Total Cost of work.

OPTION PERIOD THREE

10/01/2015 THROUGH 09/30/2016

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2015 to 09/30/2016 Destination

9 Laboratory Services for Clean Rivers Program (CRP) water quality samples as specified in scope of work.

1.00 LS

OPTION PERIOD FOUR

10/01/2016 THROUGH 09/30/2017

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2016 to 09/30/2017 Destination

10 Laboratory Services for Environmental Management Division (EMD) water quality samples as specified in scope of work.

1.00 LS

OPTION PERIOD FOUR

10/01/2016 THROUGH 09/30/2017

Doc Ref No:

Delivery Date (Start to End) Date FOB:

10/01/2016 to 09/30/2017 Destination

List of Attachments Identifier Title Date Number of

Pages 1 Attachment 1A 09/04/2012 1 2 Attachment 1B 09/04/2012 1 3 Attachment 2 09/04/2012 26 4 Attachment 3 09/04/2012 3 5 Attachment 4 09/04/2012 1 6 Attachment 5 09/04/2012 3 7 Summary of Requirements 09/04/2012 1

C.1 Scope of Work 09/04/2012

DESCRIPTION OF WORK

I. GENERAL INFORMATION

The Surface Water Quality Monitoring Program consists of two projects that are administered by the United States Section, International Boundary and Water Commission (USIBWC) along the Texas-Mexico border.

The two projects are located in Texas:

a. USIBWC Clean Rivers Program. In 1998, the USIBWC contracted with the Texas Commission on Environmental Quality (TCEQ) to administer the Texas Clean Rivers Program (CRP) for the Rio Grande Basin (Rio Grande Surface Water Quality Program). Samples are collected on the mainstem of the Rio Grande and include tributaries such as the Pecos and Devils Rivers. USIBWC field offices in Presidio, Laredo, Amistad Reservoir (Del Rio), Falcon Reservoir, and Mercedes, Texas, participate in the sampling program. Water samples will also be collected by CRP partners located in Big Bend State and National Parks, Pecos, Laredo, Brownsville, Del Rio and El Paso, and potentially other sites in Texas. The data generated is used by the CRP

IBM12R0022

Line Item Summary

Solicitation Number:

IBM12R0022

Contract Number: Title: SVC CRP Lab Services CRP/SOD Water Samples

Date of Solicitation:

09/04/2012

Line Item No. Description Quantity Unit Unit Price Total Cost and TCEQ to assess water quality in the Rio Grande and will also be published in the International Boundary and Water Commission, United States and Mexico (IBWC) Water Bulletin Series for the Rio Grande. The list of laboratory methods and parameters for this program is at the Schedule of Supplies/Services. The schedule for this program is at Attachment 1A.

b. USIBWC and Safety of Dams. An on-going Rio Grande Surface Water Quality Program involves the collection of grab samples at various stations in the Lower Rio Grande Valley by the USIBWC Falcon and Mercedes field offices. The data is used to assess water quality and is published in the IBWC Rio Grande Water Bulletin. A related Safety of Dams Program takes place at Amistad and Falcon International Dams and Reservoirs. Water quality is measured in the reservoirs and below the dams to identify minute changes that could indicate seepage of water through the dams. The list of laboratory methods and parameters for this program is at Schedule of Supplies/Services. The schedule for this program is at Attachment 1B.

The data quality objectives and criteria for analysis of data, sampling methods requirements, and laboratory parameters for these programs are listed in the Texas Clean Rivers Program, Rio Grande Basin Monitoring Program Quality Assurance Project Plan (RGBMP QAPP). Attachment 2 is only portions of QAPP which are relevant to Contractors. However, the QAPP is available in its entirety at http://www.ibwc.gov/CRP/documents/USIBWC10QAPP.pdf

(Attachment 2). Laboratories must meet ambient water reporting limits (AWRL), as specified in Table A7 of the RGBMP QAPP. (Note: the Limit of Quantitation (LOQ), sometimes referred to as the minimum quantitation limit (MQL), must be at or below the AWRL.)

TCEQ Clean Rivers Program has developed additional quality assurance criteria for laboratories analyzing data under the Clean Rivers Program. These requirements are Specific CRP Laboratory Requirements document in Attachment 3.

All field work and sample collection will be conducted by USIBWC personnel or USIBWC CRP sampling partners.

This contract will not include the laboratory services for samples collected under separate contracts or cooperative agreements with federal and state agencies.

C.2 LABORATORY REQUIREMENTS

a. Under the Texas Clean Rivers Program and the Rio Grande Surface Water Quality and Safety of Dams Program, the Contractor must meet the program requirements listed in the RGBMP QAPP (Attachment 2) to conduct water and sediment laboratory analyses for monitoring purposes as well as any parameters listed in the request for proposal that are not listed in the QAPP. Laboratory quality assurance/quality control (QA/QC) (standards, duplicates, spikes, blanks, matrix spikes, and matrix spike duplicates) reports shall be included with all laboratory final reports. The Contractor shall submit a copy of its laboratory quality assurance manual with procurement. To ensure acceptance and adherence to the RGBMP QAPP, a copy of the RGBMP QAPP shall be signed by the Contractor prior to any sample analysis. The RGBMP QAPP shall be renewed every year and may have minor changes throughout the term of the contract, such as adding or removing monitoring stations.

The Contractor laboratory Program Manager and Quality Assurance Officer shall sign all renewals and revisions to the RGBMP QAPP within a timely manner in order to accept and adhere to the document. If changes to the RGBMP QAPP pose economic burdens to the Contractor, the Contractor must discuss with the Contract Officer to issue a contract modification.

b. The Contractor shall use analytical methods for the various parameters approved by the United States Environmental Protection Agency (EPA) under 40 CFR Part 136 or the 20th edition of "Standard Methods for the Examination of Water and Wastewater" (SM) that are listed in the RGBMP QAPP (Attachment 2). Any EPA or SM analytical methods are acceptable as long as the laboratory holds either primary or secondary Texas NELAC accreditation in the method and can meet the AWRL in Table A7 of Attachment 2.

c. The Contractor shall be responsible for compliance with Federal, State, and local regulations governing: 1) the analysis and proper disposal of contaminated or potentially contaminated surface water, sediment, and associated materials; 2) the appropriate record keeping, documentation, notification, and reporting requirements associated with laboratory procedures and data generated from the analyses; and 3) safety and health to protect its workers, the public, and the property of others.

d. Neither the Contractor nor its representatives (including but not limited to subcontractors), direct or indirect, will release or publish any laboratory results or other information derived from the work performed under this contract without specific written approval of the Contracting Officer (CO).

e. The Contractor, and all subcontractors, shall have National Environmental Laboratory Accreditation Conference (NELAC) certification by the time of contract award and acquire NELAC certification through the state of Texas, either primary or secondary, when designated by the state. Texas NELAC certification is required for all parameters listed in Table A7.1 of the RGBMP QAPP (Attachment 2). Contractor shall submit a copy of its Texas NELAC Recognized Laboratory Fields of Accreditation (FOA) with procurement.

f. The Contractor 's laboratory shall be accessible for the USIBWC or CRP to submit samples collected and to ensure the processing is performed to meet the specified sample holding time(s) on samples collected and submitted. The laboratory must be within a distance that will ensure that shipment of samples will reach the lab from the sample location by the next morning.

C.3 GENERAL WORK REQUIREMENTS

a. The laboratory services shall include, but are not limited to, analysis for the parameters listed in Schedule of Services/Supplies as required by the Texas Clean Rivers Program and the Rio Grande Surface Water Quality and Safety of Dams Program, respectively.

b. Under this contract, the Contractor shall furnish all labor, material, supplies, equipment, and personnel to perform laboratory services for the samples provided by the USIBWC, or CRP partners, to the Contractor's designated laboratory(s). Samples will be collected and shipped to the laboratory by USIBWC personnel or CRP partners, and shipments of coolers back to the laboratory will be paid for by USIBWC. The laboratory will ship the appropriate bottles, including preservation, to the appropriate sampling partner according to the monitoring schedule (Attachment 1) by the 3rd day of the month for that month’s scheduled samples. The schedules will be renewed each option year according to the yearly monitoring provided by the USIBWC and the CRP.

c. The Contractor shall provide the appropriate sample containers required (see Attachment 2- Table B2.1), preservatives (excluding ice), QA/QC samples as required, chain-of-custody forms (COCs) and labels for all samples. USIBWC may choose to supply COCs in lieu of laboratory forms. USIBWC COCs will be approved in the RGBMP QAPP. The Contractor will be responsible for shipping the appropriate sample containers and coolers to the recipients on the monitoring schedules (Attachment 1). Shipping empty sample containers to CRP partners will be paid for by the Contractor.

1. The Contractor shall only charge the USIBWC for the number of acceptable samples received and analyzed. The Contractor shall not analyze parameters out of holding time without USIBWC authorization.

For those samples examined but not analyzed for reasons beyond the control of the laboratory or the USIBWC, actual costs incurred and not recovered in the unit pricing of samples shall be submitted in a request for equitable adjustment.

2. The Contractor may use subcontractors as long as subcontractors meet requirements in this scope of work, particularly NELAC requirements specified in C.2.b and e, that the subcontractor sign the RGBMP QAPP and meet parameter holding times, and that collecting entities only ship samples to one laboratory.

C.4 CHANGES

Changes to testing methods or laboratory procedures shall be provided in writing to the CO for approval.

C.5 DELIVERABLES

a. The Contractor (including any subcontract laboratories) shall sign the RGBMP QAPP (Attachment 2) prior to sampling to demonstrate conformance to the standards for performance of this contract as detailed in the RGBMP QAPP. Minor changes may be required to the RGBMP QAPP over the performance period of the contract.

b. The Contractor shall submit original, hardcopies of Chain of Custody forms to the USIBWC Texas Clean Rivers Program (4171 N. Mesa, Suite C-100, Attn: COR (to be named after award of contract), El Paso, Texas 79902) within 45 days of receipt of the samples for analysis by the Contractor.

c. In addition to the original hard copies, the Contractor shall submit the following electronic deliverables to the COR within 45 days of receipt of the samples for analysis by the Contractor:

1. Invoices in pdf format via email to the COR and USIBWC Finance office.

2. Electronic reports in pdf, Word, or similar format must include:

a. Signed laboratory results with analyte/parameter, result, units, LOQ/MQL, dilution factor, date/time analyzed, analytical method, sample location/station ID, date sampled and date received, any data qualifiers, parameter codes specified in the RGBMP QAPP (storet codes), and collecting entity (from Chain of Custody form).

b. Analytical Summary/Quality Assurance sheets with standards, duplicates, spikes, blanks, matrix spikes, matrix spike duplicates, and limits of quanititation.

c. Scanned Chain of Custody forms Case Narratives as needed should also be included.

d. Case Narratives, Casualty Reports, and Corrective Actions as needed.

3. Laboratory results as an Electronic Data Deliverable (EDD) in Microsoft Excel format, pipe-delimited text format, or other database-compatible electronic format agreed upon by the contractor and the USIBWC. EDDs should include all information on laboratory results sheets in item 2a above.

d. Additional costs for rush analyses must be approved by the USIBWC prior to Laboratory performance of analysis.

e. The Contractor shall be responsible for the payment of fines and/or civil penalties levied against the USIBWC as a result of the Contractor's failure to provide the laboratory results within the time frames specified in the contract.

C.6 LIST OF ATTACHMENTS

1. Attachment 1a – Monitoring Schedule of Clean Rivers Program for FY10

2. Attachment 1b – Monitoring Schedule of Safety of Dams Program for FY10

3. Attachment 2 – Rio Grande Basin Monitoring Program Quality Assurance Project Plan (RGBMP QAPP).

(Includes Appendices and Amendment 1)

4. Attachment 3 – TCEQ Specific CRP Laboratory Requirements

Clauses By Reference Clause Title Date 52.202-1 Definitions (Jan 2012) 01/03/2012

52.203-5 Covenant Against Contingent Fees (Apr 1984) 04/01/1984

52.203-7 Anti-Kickback Procedures (Oct 2010) 10/01/2010

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011) 05/31/2011

52.216-24 Limitation of Government Liability (Apr 1984) 04/01/1984

52.216-25 Contract Definitization (Oct 2010) 10/01/2010

52.222-50 Combating Trafficking in Persons (Feb 2009) 02/17/2009

52.233-3 Protest after Award (Aug 1996) 08/01/1996

52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004) 10/01/2004

52.243-1 Alt I Changes--Fixed Price (Aug 1987)- Alternate I (Apr 1984) 04/01/1984

52.244-6 Subcontracts for Commercial Items (Dec 2010) 12/13/2010

52.249-2 Termination for Convenience of the Government (Fixed-Price) (Apr 2012) 04/02/2012

52.249-8 Default (Fixed-Price Supply and Service) (Apr 1984) 04/01/1984

52.212-4 Contract Terms and Conditions--Commercial Items (Feb 2012) 02/02/2012

(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 CCR accessed through https://www.acquisition.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 (May 2012)

05/15/2012

(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 (Feb 2012) (Pub. L.

109–282) (31 U.S.C. 6101 note).

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

111-5).

X(6) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 6101 note).

X(7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Feb 2012) (41 U.S.C. 2313).

__(8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of

Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub.

L. 111-8, and section 745 of Division D of Pub. L. 110-161).

__(9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__(10) 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).

__(11) [Reserved]

X(12)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__(ii) Alternate I (Nov 2011).

__(iii) Alternate II (Nov 2011).

__(13)(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(14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

__(15)(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(16) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

X(17) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__(18) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__(19)(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.

__(20) 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).

__(21) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__(22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

X(23) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2012) (15 U.S.C. 632(a)(2)).

__(24) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Apr 2012) (15 U.S.C. 637(m)).

__(25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Apr 2012) (15 U.S.C. 637(m)).

X(26) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

__(27) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (Mar 2012) (E.O. 13126).

X(28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

X(29) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

__(30) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

X(31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

__(32) 52.222-37, Employment Reports on Veterans, (Sep 2010) (38 U.S.C. 4212).

X(33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O.

13496).

X(34) 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.).

__(35)(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.).

__(36) 52.223-15, Energy Efficiency in Energy Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__(37)(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(38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O.

13513).

__(39) 52.225-1, Buy American Act--Supplies (Feb 2009) (41 U.S.C. 10a-10d).

X(40)(i) 52.225-3, Buy American Act-Free Trade Agreements-Israeli Trade Act (May 2012) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, and 112-42).

__(ii) Alternate I (Mar 2012) of 52.225-3.

__(iii) Alternate II (Mar 2012) of 52.225-3.

__(iv) Alternate III (Mar 2012) of 52.225-3.

X(41) 52.225-5, Trade Agreements (May 2012) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X(42) 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).

__(43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__(44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C.5150).

__(45) 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)).

__(46) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f),10 U.S.C.

2307(f)).

X(47) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (Oct 2003)(31 U.S.C.

3332).

__(48) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

__(49) 52.232-36, Payment by Third Party (Feb 2010)(31 U.S.C. 3332).

__(50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__(51)(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.).

X(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 10/01/2012 through 09/30/2017.

(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 $100.00, the Government is not obligated to purchase, nor is the Contractor obligated…