solicitationQSDM-K2-117000-I.docx

QSDM-K2-117000-I

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

Offeror to complete blocks 12, 17, 23, 24, & 30

6. SOLICITATION ISSUE DATE

DESTINATION UNLESS

12. DISCOUNT TERMS

|_|SEE SCHEDULE

230 SOUTH DEARBORN STREET-M/S 34-3

CHICAGO, IL 60604

FACILITY CODE

GSA Accounts Payable Branch

PO Box 419018

Kansas City, MO 64131

Blanket Purchase Agreement for : FSC 5120

Commodity: Misc. NSN 5120-01-179-8248 AND 5120-01-179-8249 5120’s

Period: Date of Award to 1/31/2016

Delivery Days officered: 30 Days or Less ARO

See Attached Quote Sheet AND TERMS AND CONDITIONS

(Attach Additional Sheet as Necessary)

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

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

28.

X

AWARD OF CONTRACT: REFERENCE OFFER DATED . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

THIS PAGE FOR GSA USE ONLY

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

|_|PARTIAL |_|FINAL

|_| COMPLETE |_| PARTIAL |_| FINAL

37. CHECK NUMBER

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV. 3/2005) BACK

1. This Blanket Purchase Agreement is issued to establish arrangements for ordering, shipping, and billing to cover merchandise purchased. The essence of this arrangement is that a contractor will be awarded a Blanket Purchase Agreement for providing specified hand tools to satisfy numerous small requirements for a specified period of time to be shipped to any destination within the 48 contiguous states and the District of Columbia. Price break quantities may be solicited on some National Stock Numbers in order to provide coverage for the small quantity purchase orders. The availability of items in smaller quantities is essential for our customers to achieve their missions.

2. Resultant awards will be based on a best value determination. Consideration could be given to vendor performance history, delivery time, and/or price.

3. This agreement does not obligate the Government to order or the contractor to furnish any articles on any quantity except to the extent that may be agreed upon in connection with individual transactions. In the event that this arrangement is applied in connection with ordering material available under Federal Supply Schedule contracts, or other established contracts, nothing herein shall be deemed to modify the terms and conditions of such contracts.

4. Agreement is made in accordance with negotiation authority of Federal Acquisition Regulation 13.303 - Blanket Purchase Agreements.

5. Notwithstanding any requirements specified herein, cadmium plating is not acceptable. In the event no alternative coating, finish, or plating is specified, a rust preventive finish that is used in standard commercial practice shall apply.

6. PRICING: The prices to the Government shall be as low or lower than those charged the supplier’s most favored customer for comparable quantities under similar terms and conditions in addition to any discounts for prompt payment. ALL prices requested FOB Destination (see clause 52.247-34).

7. The minimum purchase order dollar amount for items awarded under this agreement is $15.00, If less then required $15.00 minimum, please indicate the lowest minimum order amount you will accept: . (Offerors are encouraged to submit lower minimum order amounts)

8. No single purchase under this arrangement shall exceed $150,000 in amount.

9. In the event of a price increase, the price herein quoted will remain in effect for a reasonable period (30 days) from the date of the contractor’s written notice of such increases to allow the Government sufficient time for update pricing. Any price increase request must be supported by sufficient documentation to justify the price increase. The documentation must be submitted with the price increase request. Price increase requests may be submitted annually, as needed.

NOTE: All purchase orders issued during the 30-day period at the old prices are to be accepted and processed. No price changes to purchase orders issued before or during this timeframe will be allowed. Where the Government fails to make the necessary computer changes within the 30-day period, purchase orders will be amended to reflect the approved increased price.

10. Delivery Days will be: 30 Days ARO or less, please indicate your delivery time, if other than 30 days, submit specify: _____Days.

11. Inspection & Acceptance

a. Inspection and acceptance will be at destination.

b. All purchase orders, which may be issued under the Blanket Purchase Agreement for direct delivery to the GSA customer, will be subject to and include the attached terms and conditions.

c. Supplies shall be shipped prepaid by common carrier, parcel carrier or parcel post (unless other specified on individual purchase orders)

12. OPTION TO EXTEND THE TERM OF THE AGREEMENT: The term of this agreement may be extended by mutual consent of the parties, provided:

1. By signing below you are certifying that the products being offered meet the salient characteristics of the Item Purchase Description (IPD), and meet Buy American Act Requirements made. Failure to meet these requirements may result in your bearing the costs of:

Offeror’s Name and Signature Date

14. BPA may be cancelled immediately, by the government, if contractor is noncompliant with terms and conditions of agreement.

15. AWARD: Clause M-FSS-301-A, Method of Award (4/84) is incorporated to cover item-by-item awards.

16. Agreement may be cancelled by either party at no cost with 30 day written notice.

17. Contractor's personnel to contact:

NAME: ______________________________________

CO. DUNS #: ____________________ TIN: ______________________

ADDRESS: ______________________________________________

CITY: ______________________ STATE: ____ ZIP CODE: ________

TELEPHONE: _________________ FAX: ______________________

18. NOTICE OF INDIVIDUAL AUTHORIZED TO PURCHASE UNDER THE BPA: Contract Specialists and Purchasing Agents located at:

GSA, FAS

Heartland Supply Operations Center (QSDKAA) 1500 East Bannister Road Kansas City, MO 64131-3088.

PLACE OFFERS HERE

Item NSN 5 YR.

1. 5120-01-179-8248 1,178 EA $_______ $2,676.48

2. 5120-01-179-8249 903 EA $_______ $2,745.10

END- OFFER SCHEDULE

ITEM PURCHASE DESCRIPTION’S QSDM-K2-117000-I

5120-01-179-8248 UI: EA

JACK, HYDRAULIC, HAND:

DESCRIPTION

Material: steel Extended Height: 23.125 in. (+/- 0.25) Base Length: 10 in.

Overall length: 13.0 in. (+/- 0.25) Width: 6 in.

Working Pressure: 0-3250 PSI

Oshkosh Truck Corp, Part Number: 1428870, Brand Name or equal.

Offering on:

Manufacturer's Name: __________________________

Brand___________________________________

Model or Part No. __________________________________

ITEM MARKING

T3.1 [ 3 ] [ 10][A]

Each item Shall Be Mark in a Permanent and Legible Manner with:

1) Manufacturer's Part Number

2) Manufacturer's Name or Identifying Symbol, and

3) Country of Origin

PACKAGING

T4.1 [ 4M ] [ 3][A]

Shall be in accordance with the latest Edition of ASTM D 3951-98, "Practice for Commercial Packaging" available at www.ASTM.org.

PACKING

T5.1 [ 5STOCK ] [ 10][A]

The unit packages shall be packed in a close fitting fiberboard box in compliance with the Uniform Freight Classification and the National Motor Freight Classification requirements of Rules, Item 222, Sec. 3., Minimum 200 psi, or Edge Crush Test (ECT) 32 Lbs. per Inch Width.

MARKING

T6.1 [ 6SOP ] [ 12][A]

All unit, intermediate, transport packages and unit loads shall be marked and bar coded for delivery to civilian activities in accordance with the latest version of FED-STD-123, "Marking For Shipment (Civil Agencies)", or marked and bar coded for delivery to military activities in accordance with the latest version of MIL-STD-129, "Military Marking For Shipment and Storage". "Latest version" is defined as the version in effect on the date of bid submittal. Federal Standards and Military Standards can be accessed on-line via the Defense Logistics Agency's "Assist" Quicksearch web site:

http://assist.daps.dla.mil/quicksearch/.

PALLETIZATION

Pallet Configuration: The pallets shall be 48-inch length x 40-inch width, general purpose, four-way entry, flush stringer, double-face non-reversible pallets. Pallet lumber used shall be bark free.

Pallet Load Size: The load plus the pallet shall have a maximum height of 53 inches and shall not exceed 2500 pounds in weight for shipments to Eastern Distribution Center (Burlington). The palletized load shall not exceed 2000 pounds in weight for shipments to the Western Distribution Center (Sharpe).

Pallet Load Configuration: The containers or items shall be placed in a suitable pattern to form a stable and balanced load. Palletized loads shall be secured to the pallet to insure that the load arrives intact.

Stacking Strength: The pallet plus the load shall be capable of supporting three additional like loads without any product damage and without the load or the pallet collapsing. Vertical, horizontal, or filler reinforcement may be added as necessary to provide strength.

Partial Palletized Loads: Less than one-half pallet loads shall not be used for stacking, unless load is balanced on pallet. The partial palletized load shall be used for top loading only.

Notice of special requirements for shipment to all countries that have endorsed the IPPC Guidelines for treatment of non-manufactured wood packaging: The International Plant Protection Convention (IPPC) has approved and published Guidelines for Regulating Wood Packaging Material in International Trade . Countries endorsing the IPPC Guidelines are found at the website given below. General Services Administration Acquisition Manual (GSAM) Clause 552.211-89 requires non-manufactured wood pallets and other non-manufactured wood packaging material used to pack items for delivery to or through IPPC countries be marked and properly treated in accordance with IPPC guidelines. Pallets and packing material shipped to FAS distribution facilities designated for possible delivery to the countries endorsing the IPPC Guidelines will comply with DLAD 47.305-1, and MIL-STD-2073-1.

http://www.aphis.usda.gov/import_export/plants/plant_exports/wpm/country/index.shtml.

TB.1 [ 3 ] [ P]

BIDDERS OFFERING OTHER THAN BRAND NAME ITEMS IDENTIFIED HEREIN MUST FURNISH WITH THEIR BIDS ADEQUATE DESCRIPTIVE LITERATURE SO THAT A DETERMINATION CAN BE MADE AS TO EQUALITY OF THE PRODUCTS OFFERED. IN ORDER FOR THE GOVERNMENT TO MAKE AN "OR EQUAL" DETERMINATION OF THE OFFERED PRODUCT(S), THE FURNISHED INFORMATION MUST DELINEATE EACH APPLICABLE CHARACTERISTIC, UNIT OF MEASURE, AND TEST METHOD OF THE OFFERED PRODUCT(S) DIRECTLY CORRELATED TO EACH OF THE REQUIREMENTS DELINEATED IN THE ITEM PURCHASE DESCRIPTION. FAILURE TO FURNISH THIS INFORMATION/LITERATURE WILL RESULT IN THE BID BEING REJECTED AS NON-RESPONSIVE OR MAY BE CONSIDERED AS UNACCEPTABLE FOR AWARD IN A NEGOTIATED PROCUREMENT (SEE GSAR CLAUSE 552.211-70).

5120-01-179-8249 UI: EA

JACK, HYDRAULIC, HAND (PUMP ASSY):

DESCRIPTION

Extended Height: 42 In. (+/- 0.25) l Retracted Height: 10 In. (+/- 0.25 in.)

Unit Type : Self-Contained Pump Type: Single Overall Length: 36 In.

Width: 5.250 In.

Working Pressure: 0-3250 PSI

Oshkosh Truck Corp., Part Number: 1380040, Brand Name Or Equal.

Offering on:

Manufacturer's Name: __________________________

Brand___________________________________

Model or Part No. __________________________________

ITEM MARKING

T3.1 [ 3 ] [ 10][A]

Each item Shall Be Mark in a Permanent and Legible Manner with:

1) Manufacturer's Part Number

2) Manufacturer's Name or Identifying Symbol, and

3) Country of Origin

PACKAGING

T4.1 [ 4M ] [ 3][A]

Shall be in accordance with the latest Edition of ASTM D 3951-98, "Practice for Commercial Packaging" available at www.ASTM.org.

PACKING

T5.1 [ 5STOCK ] [ 10][A]

The unit packages shall be packed in a close fitting fiberboard box in compliance with the Uniform Freight Classification and the National Motor Freight Classification requirements of Rules, Item 222, Sec. 3., Minimum 200 psi, or Edge Crush Test (ECT) 32 Lbs. per Inch Width.

MARKING

T6.1 [ 6SOP ] [ 12][A]

All unit, intermediate, transport packages and unit loads shall be marked and bar coded for delivery to civilian activities in accordance with the latest version of FED-STD-123, "Marking For Shipment (Civil Agencies)", or marked and bar coded for delivery to military activities in accordance with the latest version of MIL-STD-129, "Military Marking For Shipment and Storage". "Latest version" is defined as the version in effect on the date of bid submittal. Federal Standards and Military Standards can be accessed on-line via the Defense Logistics Agency's "Assist" Quicksearch web site:

http://assist.daps.dla.mil/quicksearch/.

PALLETIZATION

Pallet Configuration: The pallets shall be 48-inch length x 40-inch width, general purpose, four-way entry, flush stringer, double-face non-reversible pallets. Pallet lumber used shall be bark free.

Pallet Load Size: The load plus the pallet shall have a maximum height of 53 inches and shall not exceed 2500 pounds in weight for shipments to Eastern Distribution Center (Burlington). The palletized load shall not exceed 2000 pounds in weight for shipments to the Western Distribution Center (Sharpe).

Pallet Load Configuration: The containers or items shall be placed in a suitable pattern to form a stable and balanced load. Palletized loads shall be secured to the pallet to insure that the load arrives intact.

Stacking Strength: The pallet plus the load shall be capable of supporting three additional like loads without any product damage and without the load or the pallet collapsing. Vertical, horizontal, or filler reinforcement may be added as necessary to provide strength.

Partial Palletized Loads: Less than one-half pallet loads shall not be used for stacking, unless load is balanced on pallet. The partial palletized load shall be used for top loading only.

Notice of special requirements for shipment to all countries that have endorsed the IPPC Guidelines for treatment of non-manufactured wood packaging: The International Plant Protection Convention (IPPC) has approved and published Guidelines for Regulating Wood Packaging Material in International Trade . Countries endorsing the IPPC Guidelines are found at the website given below. General Services Administration Acquisition Manual (GSAM) Clause 552.211-89 requires non-manufactured wood pallets and other non-manufactured wood packaging material used to pack items for delivery to or through IPPC countries be marked and properly treated in accordance with IPPC guidelines. Pallets and packing material shipped to FAS distribution facilities designated for possible delivery to the countries endorsing the IPPC Guidelines will comply with DLAD 47.305-1, and MIL-STD-2073-1.

http://www.aphis.usda.gov/import_export/plants/plant_exports/wpm/country/index.shtml.

TB.1 [ 3 ] [ P]

BIDDERS OFFERING OTHER THAN BRAND NAME ITEMS IDENTIFIED HEREIN MUST FURNISH WITH THEIR BIDS ADEQUATE DESCRIPTIVE LITERATURE SO THAT A DETERMINATION CAN BE MADE AS TO EQUALITY OF THE PRODUCTS OFFERED. IN ORDER FOR THE GOVERNMENT TO MAKE AN "OR EQUAL" DETERMINATION OF THE OFFERED PRODUCT(S), THE FURNISHED INFORMATION MUST DELINEATE EACH APPLICABLE CHARACTERISTIC, UNIT OF MEASURE, AND TEST METHOD OF THE OFFERED PRODUCT(S) DIRECTLY CORRELATED TO EACH OF THE REQUIREMENTS DELINEATED IN THE ITEM PURCHASE DESCRIPTION. FAILURE TO FURNISH THIS INFORMATION/LITERATURE WILL RESULT IN THE BID BEING REJECTED AS NON-RESPONSIVE OR MAY BE CONSIDERED AS UNACCEPTABLE FOR AWARD IN A NEGOTIATED PROCUREMENT (SEE GSAR CLAUSE 552.211-70).

52.212-4 Contract Terms and Conditions—Commercial Items. (June 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)

ADDENDUM TO 52.212-4

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. (Jul 2010)

(a) Definitions. As used in this clause:

“Executive” means officers, managing partners, or any other employees in management positions.

“First-tier subcontract” means a subcontract awarded directly by a Contractor to furnish supplies or services (including construction) for performance of a prime contract, but excludes supplier agreements with vendors, such as long-term arrangements for materials or supplies that would normally be applied to a Contractor’s general and administrative expenses or indirect cost.

“Total compensation” means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

(1) Salary and bonus.

(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.

(3) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.

(4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

(5) Above-market earnings on deferred compensation which is not tax-qualified.

(6) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

(b) Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public.

(c)(1) Unless otherwise directed by the contracting officer, by the end of the month following the month of award of a first-tier subcontract with a value of $25,000 or more, (and any modifications to these subcontracts that change previously reported data), the Contractor shall report the following information at http://www.fsrs.gov for each first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to report the data.)

(i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor’s parent company, if the subcontractor has a parent company.

(ii) Name of the subcontractor.

(iii) Amount of the subcontract award.

(iv) Date of the subcontract award.

(v) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract.

(vi) Subcontract number (the subcontract number assigned by the Contractor).

(vii) Subcontractor’s physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(viii) Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(ix) The prime contract number, and order number if applicable.

(x) Awarding agency name and code.

(xi) Funding agency name and code.

(xii) Government contracting office code.

(xiii) Treasury account symbol (TAS) as reported in FPDS.

(xiv) The applicable North American Industry Classification System code (NAICS).

(2) By the end of the month following the month of a contract award, and annually thereafter, the Contractor shall report the names and total compensation of each of the five most highly compensated executives for the Contractor’s preceding completed fiscal year at http://www.ccr.gov, if—

(i) In the Contractor’s preceding fiscal year, the Contractor received—

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(3) Unless otherwise directed by the contracting officer, by the end of the month following the month of a first-tier subcontract with a value of $25,000 or more, and annually thereafter, the Contractor shall report the names and total compensation of each of the five most highly compensated executives for each first-tier subcontractor for the subcontractor’s preceding completed fiscal year at http://www.fsrs.gov, if—

(i) In the subcontractor’s preceding fiscal year, the subcontractor received—

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(d)(1) If the Contractor in the previous tax year had gross income, from all sources, under $300,000, the Contractor is exempt from the requirement to report subcontractor awards.

(2) If a subcontractor in the previous tax year had gross income from all sources under $300,000, the Contractor does not need to report awards to that subcontractor.

(e) Phase-in of reporting of subcontracts of $25,000 or more.

(1) Until September 30, 2010, any newly awarded subcontract must be reported if the prime contract award amount was $20,000,000 or more.

(2) From October 1, 2010, until February 28, 2011, any newly awarded subcontract must be reported if the prime contract award amount was $550,000 or more.

(3) Starting March 1, 2011, any newly awarded subcontract must be reported if the prime contract award amount was $25,000 or more.

(End of clause) 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) 52.107(b) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): For contract clauses which are contained in the Federal Acquisition Regulation (FAR) the addresses are: http://acquisition.gov/far/, http://fedmarket.com/far or http://www.arnet.gov/far.

52.247-34 F.O.B. DESTINATION (NOV 1991) 19.508(c )

(a) The term “f.o.b. destination,” as used in this clause, means—

(1) Free of expense to the Government, on board the carrier’s conveyance, at a specified delivery point where the consignee’s facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and

(2) Supplies shall be delivered to the destination consignee’s wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The Government shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or “constructive placement” as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including “piggyback”) is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item 568 of the National Motor Freight Classification for “heavy or bulky freight.” When supplies meeting the requirements of the referenced Item 568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested. If the contractor uses rail carrier or freight forwarded for less than carload shipments, the contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee.

(b) The Contractor shall— (1)(i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements;

(2) Prepare and distribute commercial bills of lading;

(3) Deliver the shipment in good order and condition to the point of delivery specified in the contract;

(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract;

(5) Furnish a delivery schedule and designate the mode of delivering carrier; and

(6) Pay and bear all charges to the specified point of delivery. (End of clause)

Acquisition Operations and Electronic Commerce Center (FCS) Washington, DC 20406

552.242-70 Status Report of Orders and Shipments. (FEB 2009)

(a) The Contractor shall furnish to the Administrative Contracting Officer (ACO) a report covering orders received and shipments made during each calendar month of contract performance. The information required by the Government shall be reported on GSA Form 1678, Status Report of Orders and Shipments, in accordance with instructions on the form. The information required by the GSA Form 1678 may also be submitted in an automated printout form if authorized by the ACO. Alternatively, the required information may be reported by electronic data interchange using ANSI standards. For further information, contact GSA, Contract Administration Division [Insert appropriate telephone number of QVOC]. Reports shall be forwarded to the ACO no later than the seventh workday of the succeeding month.

(b) A copy of GSA Form 1678 will be forwarded to the Contractor with the contract. Additional copies of the form, if needed, may be reproduced by the Contractor.

C-FSS-427 ANSI STANDARDS (JUL 1991)

ANSI Standards cited in this solicitation may be obtained from the American National Standards Institute, Inc., 11 West 42nd Street, 13th Floor, New York, NY 10036 (Tel: (212) 642-4900).

NOTE: If additional space is needed, the offeror may furnish the requested information by an attachment to the offer.

E-FSS-521-D INSPECTION (MAY 2000)

Inspection of all purchases under this contract will be made at…