SF1449 SP4530-12-Q-0001.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000001720

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SP4530-12-Q-0001

5. SOLICITATION NUMBER

2012 MAR 06

6. SOLICITATION ISSUE

DATE

Curtis Chang PYMPHZ1

a. NAME

Phone: 808-473-4274

b. TELEPHONE NUMBER (No Collect calls)

2012 APR 07

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SP4530

DLA DISPOSTION SERVICES - PACIFIC

DLA DISP SVCS J762 SUITE 2000

1025 QUINCY AVENUE

PEARL HARBOR HI 96860-4512

USA

10. THIS ACQUISITION IS

UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

EMERGING SMALL

BUSINESS

8 (A)

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

562219NAICS:

SIZE STANDARD:

11. DELIVERYFOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

PAS: None

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

TELEPHONE NO.

18a. PAYMENT WILL BE MADE BY CODE

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

OFFER

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

BELOW IS CHECKED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Schedule

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

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

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

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 CONTRACTING OFFICER (Type or Print) 31c. DATE SIGNED

SEE SCHEDULE

7. FOR SOLICITATION

INFORMATION CALL:

SEE SCHEDULE

26PAGE 1 OF

04:00 PM

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE ADDENDUM

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

COMPLETE PARTIAL FINAL

STANDARD FORM 1449 (REV. 3/2005) BACK

36. PAYMENT

PARTIAL FINAL

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42b. RECEIVED AT (Location)

CONTINUED ON NEXT PAGE

PERFORMANCE WORK STATEMENT (PWS)

B.1 INTRODUCTION:

DLA (Defense Logistics Agency) Disposition Services has scrap rubber consisting of scrap tires and other scrap rubber which require removal, recycling and/or final disposal. Various scrap tires and rubber consisting of DEMIL “A”, “B”, and “Q” codes types are: ground vehicular tires, solid and pneumatic tires from fixed and rotary wing aircraft, pneumatic tires from passenger vehicles, pneumatic tires from heavy equipment, solid and pneumatic tires from industrial equipment, solid and pneumatic tires from agricultural and/or aircraft, bias ply or steel belted used tires;. other rubber products including but not limited to hose & hose assemblies, gaskets, sheet, tubing, bumpers, matting & mats, sponge rubber, belting, seals, bushings, grommets & various rubber molded, extruded & fabricated products.

Following are definitions of the above mentioned DEMIL Codes:

a. Code “A” –Non-USML (U.S Munitions List)/Non-CCLI (Commerce Control List) Items – No DEMIL or TSC(Trade Security Controls) required. Department of Commerce (DoC) may impose licensing requirements to certain destinations.

b. Code “B” – USML Items – Mutilation (MUT) to the point of scrap required worldwide. Trade Security Controls (TSC) requirements must be met, Section B.5.b.

c. Code “Q” – CCLI - MUT to the point of scrap required outside the United States. In the United States, MUT requirement is determined by the DEMIL integrity code (IC) and MUT is required when the DEMIL IC is “3.” TSC are required in the United States. (DoD 4160.28-M, Vol 2)

B.2 RECYCLING/DISPOSAL PROCESS

The disposal process will work as follows:

a. Department of Defense (DoD) customers will deliver the tires and other scrap rubber to the contractor's specified delivery site on the island of Oahu, Hawaii. Delivery/drop-off days will be Monday through Friday, 8:00 am to 3:00 pm, except holidays. For each delivery the DLA Disposition Services Point of Contact (POC) will notify the contractor at least one (1) work day before the delivery. The contractor shall be responsible for off-loading the tires and other scrap rubber at their delivery site.

b. A joint inventory will be conducted between the DoD customer turning in the tires and other scrap rubber and the contractor at the contractor's site. Both the contractor and DoD customer shall sign off on the DLA Disposition Services Abandonment/Destruction (A/D) Form (Attachment 3) which verifies the description and quantities of the tires and other scrap rubber. This form must be completed before the DoD Customer departs the drop-off site. In the event of recycling vs. final disposal see paragraph B.5. Tires and other scrap rubber may not be in whole pieces. If discrepancies are discovered at this time, the contractor is to contact the DLA Disposition Services POC to resolve the issue immediately.

c. DLA Disposition Services POC:

Name: Jeanne Besas or Valentine O’Callaghan Phone: 808- 474-0319 Email: DispSvcsPHTireDisposal@dla.mil

d. The contractor shall provide all properly trained labor, equipment, tools, personal protective equipment, material, licenses, fees, permits, certifications, supervision, manifests, and all other items and services necessary to perform the recycling/disposal/reclamation of scrap tires/rubber. The contractor agrees to provide and perform all services necessary for the final disposal of all property listed in the schedule in accordance with all local, state and federal laws and regulations and the terms and conditions of this contract. Handling and personnel protective equipment shall be utilized by the contractor and must be

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SP4530-12-Q-0001

appropriate to ensure safe handling of the scrap tires/rubber. The contractor shall without additional expense to the Government be responsible for obtaining all necessary licenses and/or permits, and for complying with all applicable federal, state, and local laws, codes, and regulations in connection with the performance of this performance work statement. This includes acquiring all required permits or registration necessary for transporting scrap rubber.

B.3 RESERVED

B.4 DEFINITIONS

Contracting Officer (CO) – The CO is the government employee identified in this contract who has the authority to enter into, administer, and/or terminate this contract and make related determinations and findings on behalf of the DLA Disposition Services.

DoD Customer- The government representative who delivers the tires/scrap rubber to the contractor site.

Final Disposal/Recycling/Reclamation- For this contract, disposal/recycling/reclamation means processing at a facility that is appropriately licensed/permitted/registered by local and/or state agencies to accept scrap rubber/tires for recycling or disposal of the scrap rubber.

Scrap Rubber - Includes but is not limited to end-of-life rubber tubes, flaps, mats, belts, hoses.

Scrap Tires – (End-of-life tires) are those used tires that cannot or are not reused for their originally intended purpose.

B.5 FINAL DISPOSAL/RECYCLING/RECLAMATION -

a. The Contractor may elect to beneficially recycle or reclaim the scrap rubber on this contract. Only facilities that are appropriately licensed/permitted by federal, local/state agencies may be used. All applicable Certificates of Recycling from the recycling facility shall be provided to DLA Disposition Services coordinating this disposal. Recycling/disposal facilities include any facility that may receive any scrap rubber delivered under this contract, or a component thereof, at a stage where it remains a state regulated waste, as defined in applicable state regulations.

b. To satisfy Trade Security Control requirements, the contractor may not resell whole DEMIL “B” OR “Q” tires and other scrap rubber received under this contract. The contractor will mutilate or shred the DEMIL “B” and “Q” tires and other scrap rubber and sell only the residue material or dispose of the tires and other scrap rubber in accordance with all local, state, and federal regulations.

B.6 RESERVED

B.7 RESERVED

B.8 RESERVED

B.9 RESERVED

B.10 WEIGHING OF PROPERTY

The conveyance delivering the scrap tires/rubber will be weighed prior to and after unloading. The difference between the weight of the empty conveyance and the loaded conveyance will be the agreed upon weight for payment purposes. The DoD Customer will witness weighing at contractor drop off site and will be provided a copy of the final weigh ticket. The weight, agreed upon by both the Contractor and the DoD Customer at the time of drop off, will be the basis for payment to the Contractor. Unsubstantiated charges for subsequent increases in weight, after removal from Government custody, will not be honored by the Government and will be the responsibility of the Contractor. The method used to weigh the conveyance will be the actual weight using certified commercial scales.

PAGE 4 OF 26 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

B.11 ESTIMATED QUANTITIES

The quantities listed in the Price Schedule are estimated weights. The contractor will be paid based upon actual weight delivered under the task order. The Contractor should not receive tires with rims. Tires with rims should be returned to the DoD Customer at the time of delivery.

B.12 DOCUMENTATION SUBMITTAL

The contractor shall submit the following documentation for acceptance of services to the designated address below:

Attn: Admin DLA Disposition Services P.O.Box 75298 Kapolei, Hi 96707 Fax Number: 808-474-5680

a. Proper invoice for services performed and accepted.

b. Weight Ticket. Original and one copy.

c. All certifications of final treatment/disposal and/or certificates of recycling, and/or certificates of destruction signed by a responsible disposal facility official. Original and one copy.

d. The information required by FAR 52.212-4(g).

e. DLA Disposition Services A/D Form (Attachment 3).

The contractor may bill DLA Disposition Services for disposal services provided not more than twice a month.

If there are deficiencies in the documentation submitted by the contractor, the DLA Disposition Services POC will issue the contractor a written notification of deficiency within thirty five (35) calendar days. Upon subsequent correction of the noted deficiencies, the DLA Disposition Admin will sign the invoice accepting the services and forward for processing.

B.13 RESERVED

B.14 PERIOD OF PERFORMANCE

For the base period, task orders may be written for a period of 12 months from the date of award or until the maximum number of pounds has been reached, whichever occurs first. The three option period, if exercised, allows the Government to continue issuance of task orders for a maximum of an additional 12 months per option period or until the maximum is reach, whichever occurs first.

B.15 RESERVED

B.16 MAXIMUM AND MINIMUM QUANTITIES

This contract will be a firm-fixed price, indefinite delivery, indefinite quantity (IDIQ) contract with minimum and maximum quantities for each period listed. The contract minimum is to be paid only in the event the Government fails to order services equal to the minimum amount established for each performance period.

If services are ordered in an amount less than the minimum for a period, the contractor will be paid the difference between the contract minimum and the amount ordered. See the Price Schedule for minimums and maximums.

B.17 RESERVED

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B.18 USE OF FACILITIES

a. The contractor shall only use storage, recycling or disposal facilities approved by federal, state or local agencies authorized to regulate the management and disposal of scrap tires/scrap rubber. The contractor shall provide the following information for waste tire/ scrap rubber recycling or disposal facilities including, but not limited to: complete facility address; telephone number; written declaration that the facility is listed in the applicable State waste tire/scrap rubber recycling/disposal database, EPA identification number where applicable, and regulatory points of contact. DLA Disposition Services reserves the right to verify authorization of the facility.

b. If the State wherein the contractor performs recycling/disposal does not regulate waste tires/scrap rubber, the contractor may designate facilities that treat, store, recycle or dispose of this commodity that are listed on the DLA Disposition Services Qualified Facilities List web-site.

c. Facilities proposed for use other than those identified in Section B.18 (a) & (b), require the contractor to submit documentation to demonstrate that the facility is operating in compliance with applicable federal, state or local environmental regulations. This shall consist of a copy of the most recent inspection, by the authority having jurisdiction, attesting to the facility's acceptable compliance with applicable laws and regulations and ,where applicable, a copy of the page from the facility's operating permit documenting that the permit is current and the facility is authorized to recycle or dispose scrap tires/rubber.

d. It is the contractor’s responsibility to ensure that it can perform all work required by the RFP with the firms they submit for approval, and to propose additional firms under Section B.19 to perform the work required if the contractor does not use facilities or transporters in Section B.18 (a) or (b). However this does not imply consent by the Government to any subcontracts let by the contractor in the performance of the contract resulting from this solicitation.

e. At any time during the period of this contract, the Government may disapprove a facility if any of the following apply:

(1) The facility is currently closed.

(2) The facility is identified as a significant non-complier (exhibiting RCRA Class I, or Clean Water Act violations for groundwater monitoring, inadequate or lack of closure, post-closure, or financial responsibility when required), and has not entered into a compliance schedule or similar action.

(3) The facility has been cited via an administrative order or judicial action, and the TSDF has not entered into a compliance schedule or similar action within 180 days from the time the order or judicial action was issued.

(4) The facility has exhibited a history of noncompliance (including, but not limited to RCRA Class I and II violations, OSHA violations, state and local violations, and DoT violations) or exhibited a lack of good faith in correcting the violations. A "good faith" effort would be exhibited through promptly signing a consent agreement with the regulatory authorities, and performing in compliance with the agreement for at least six months. Repeated violations may be considered as a lack of "good faith."

(5) The facility has been identified as having groundwater contamination or is not acceptable under the state's groundwater anti-degradation policy.

(6) The facility is not permitted to and/or is not capable of handling the property proposed.

(7) The facility received a negative recommendation as a result of a DLA Disposition Services inspection visit during the preceding twelve (12) months without substantive evidence of corrected deficiencies.

(8) The facility stores/treats the scrap rubber, then ships it to a facility excluded under any of the B.18 requirements.

(9) Where required, the facility’s financial assurance is not sufficient to protect the Government’s long term interests.

(10) Facilities that are unable to track property from entry to exit.

(11) The facility manages property in a manner that causes the generator of the manifest to file exception reports IAW State requirements.

PAGE 6 OF 26 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

(12) DLA Disposition Services is unable to validate/update the required elements noted in Section B.19.

B.19 ADDITIONAL FACILITIES

a. During the solicitation process and life of this contract the contractor may request to add facilities to the DLA Disposition Services approved list. Facilities submitted under this section will be reviewed and the offeror will be informed if the facility is: Acceptable or Unacceptable. If the facility is Unacceptable, offerors will be informed the reason why a facility is considered unacceptable, and cannot use that facility until the required information or permits are submitted as requested. Offerors are cautioned that DLA Disposition Services must have sufficient time to adequately review submittals under Section B.19. Request for additions shall be submitted with their proposal. The proposed facilities will not be approved if any of the reasons in B.18 (e) apply. The request by the contractor to have a facility approved does not relieve the contractor of his contractual obligation to perform in accordance with the terms and conditions of the contract.

b. Each facility proposed by the offeror must be at a minimum, State approved, and be in good standing with the regulatory community. The facility must also be subject to regular compliance inspections. A regular compliance inspection is defined as, at a frequency specified by the state or local regulatory authority having jurisdiction for the subject category of facility.

B.20 CALL ORDERS

a. The Contracting Officer (CO) may issue funded task orders for extended periods of time that the Government may place orders orally or in writing against. The Order Limitations clause FAR 52.216-19 applies to each call order. Only the CO may authorize the task orders. At the beginning of the contract and as needed the contractor will designate who the call orders shall be issued to. The contractor may bill against the funded task order as work is required throughout the contract period. Under these types of task orders, the contractor will perform work when specifically requested by the POC.

b. When oral call orders are placed against the funded task order, an estimated quantity of scrap tires/rubber to be delivered will be established between the contractor and POC making the call order. The contractor shall not exceed the call order quantity without prior notification to and approval of the POC. In no case, may the total pounds of the funded task order be exceeded without prior notification to and approval of the CO. After performance of the call order, the contractor shall submit documents substantiating the actual quantity received under the call order to the POC. The amount of funds available under the funded task order will decrease by the amount spent on the call order.

B.21 RESERVED

B.22 RESERVED

B.23 DLA DISPOSITION SERVICES ENVIRONMENTAL MANAGEMENT SYSTEM (EMS)

DLA Disposition Services implemented EMS in accordance with ISO 14001:2004(E), DoD and DLA requirements at all DLA Disposition Services appropriate facilities. An EMS is an overall management system that includes organizational structure, planning activities, responsibilities, practices, procedures, processes and resources for developing, implementing, achieving, reviewing and maintaining the environmental policy of an organization. The DLA Disposition Services EMS is designed to ensure that all personnel, including contract personnel, whose work activities can cause real or potential significant environmental impact are aware of how their work supports the EMS and are competent to perform their roles, responsibilities and authorities while supporting the DLA Disposition Services mission. The DLA Disposition Services EMS program is explained in DRMS-I 6050.2, Environmental Management System (EMS) Core Instruction. Site supplements detail information required by EMS at a local level such as local, state and host environmental regulations as well as local emergency procedures and operating procedures unique to the location. Site supplements also contain information concerning the local interaction between the DLA Disposition Services tenant appropriate facility and the DoD/DLA host facility EMS program. Contractors and their personnel are required to be aware that each

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DLA Disposition Services appropriate facility has an EMS and to be aware of EMS policies to perform work and/or gain access to an installation. Each DLA Disposition Services appropriate facility maintains EMS awareness posters that identify the DLA Disposition Services Environmental Management Representative (EMR) and Host facility EMR for specific guidance concerning an individual facilities’ EMS program. Contractors may request current copies of EMS information identified in this paragraph by sending an e-mail request to DRMSEMR@dla.mil.

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Part 12 Clauses

52.212-04 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (FEB 2012) FAR

(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.

PAGE 9 OF 26 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

SP4530-12-Q-0001

http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20� http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20� http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20�

(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.

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(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.

52.212-05 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -

COMMERCIAL ITEMS (FEB 2012) FAR

(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)).

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[ ] (3) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5).

[ 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 Contactors Debarred, Suspended, or Proposed for Debarment (DEC 2010) (31 U.S.C . 610 note ). (Applies to contracts over $30,000). (Not applicable to subcontracts for the acquisition of commercially available off-the shelf items).

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

[ ] (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (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 Total HUBZone Set-Aside or Sole Source Award (NOV 2011) (15 U.S.C. 657a).

[ X ] (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] [ ] (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.

[ ] (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.

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

[ ] (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. 03-355, section 7102, and 10 U.S.C. 2323).

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

[ ] (23) 52.219-28, Post Award Small Business Program Representation (APR 2009) (15 U.S.C. 632(a)(2)).

[ ] (24) 52.219-29, Notice of Total Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns

(NOV 2011).

[ ] (25) 52.219-30, Notice of Total Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program

(NOV 2011).

[ X ] (26) 52.222-3, Convict Labor (JUNE 2003) (E.O.11755).

[ ] (27) 52.222-19, Child Labor - Cooperation with Authorities and Remedies (JUL 2010) (E.O. 13126).

[ ] (28) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

[ X ] (29) 52.222-26, Equal Opportunity (MAR 2007) (E.O.11246).

[ X ] (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).

[ X ] (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, EEE 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 Policy 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).

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[ ] (40)(i) 52.225-3, Buy American Act - Free Trade Agreements - Israeli Trade Act (JUN 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78,108-286, 109-53 and 109-169).

[ ] (ii) Alternate I (JAN 2004) of 52.225-3.

[ ] (iii) Alternate II (JAN 2004) of 52.225-3.

[ ] (41) 52.225-5, Trade Agreements (NOV 2011) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note) .

[ ] (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.] [ X ] (1) 52.222-41, Service Contract Act of 1965 (NOV 2007) (41 U.S.C. 351, et seq.).

[ X ] (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) (41 351, et s eq.).

[ ] (6) 52.222-53,…