W91238-08-Q-0210.doc

Section SF 1449 - CONTINUATION SHEET

SECTION A

CONTINUATION OF STANDARD FORM 1449 (BLOCK 30 SIGNATURES)

(1) IF THE OFFEROR IS A JOINT VENTURE, EACH PARTICIPANT IN THE JOINT VENTURE MUST COMPLETE THE FOLLOWING:

Company Name Signature Title

Company Name Signature Title

Company Name Signature Title

NOTE: If a corporation is participating as a member of a Joint Venture, the certificate below must also be completed and signed.

CORPORATION AUTHORIZATION TO PARTICIPATE IN JOINT VENTURE CERTIFICATE

I, _______________________, certify that I am the Secretary of the corporation

(name) named as a participant in a Joint Venture on this offer; that

_____________________, who signed said offer on behalf of the corporation, was

(name) then ______________________ of said corporation; that the signature thereto is

(title) genuine; that said contract was duly signed, sealed and attested for and in behalf of said corporation by authority of its governing body; and that the corporation is authorized to participate in the Joint Venture on this offer.

(Name of Corporation)

(Secretary)

(2) IF THE OFFEROR IS A PARTNERSHIP, LIST FULL NAME OF ALL PARTNERS BELOW. SIGNATURES BY ALL PARTNERS HERE SIGNIFY THAT THE INDIVIDUAL WHO SIGNED THE OFFER IN BLOCK 17 HAS THE AUTHORITY TO BIND THE PARTNERSHIP.

Name Signature

Name Signature

Name Signature

(3) IF THE OFFEROR IS A CORPORATION, THE OFFER SHALL BE SIGNED IN THE CORPORATE NAME FOLLOWED BY THE WORD "BY" AND THE SIGNATURE OF THE PERSON AUTHORIZED TO SIGN THE OFFER IN BLOCK 17. PROVIDE PROOF THAT THE PERSON SIGNING FOR THE CORPORATION HAS THE AUTHORITY TO BIND THE CORPORATION BY COMPLETING THE FOLLOWING CERTIFICATE:

CONTINUATION OF STANDARD FORM 1449 (BLOCK 30 SIGNATURES)

CORPORATION AUTHORIZATION CERTIFICATE

I, ___________________________________, certify that I am the Secretary of the

(name) corporation named as offeror in the within offer; that ______________________, (name) who signed said offer on behalf of the corporation, was then

_____________________________________ of said corporation, that the signature

(title) thereto is genuine; that said contract was duly signed, sealed and attested for in behalf of said corporation by authority of its governing body.

(Name of Corporation)

(Secretary)

(4) IF THE OFFEROR IS AN INDIVIDUAL DOING BUSINESS AS A FIRM, THE OFFER SHALL BE SIGNED BY THAT INDIVIDUAL IN BLOCK 17 FOLLOWED BY THE WORDS "AN INDIVIDUAL

DOING BUSINESS AS _____________________________________ (INSERT NAME OF FIRM).

(5) WHEN AN AGENT SIGNS THE OFFER, PROVIDE PROOF OF THE AGENT'S AUTHORITY TO BIND THE PRINCIPAL.

Stop Plates and Frames

FFP

This is an informational Line Item for pricing see the Pricing Schedule below. The Contract shall provide all labor, material, tools, equipment, transportation and supervision necessary to provide Stop Plates and Frames. For more information review the Statement of Work in Section C below.

Points of Contact: Technical – Ms. Michelle Kuhl, Project Manager at 916-557-7619. Contractual – Mr. Dennis D. Wagner II, Purchasing Agent at 916-557-5195.

FOB: Destination

NET AMT

SECTION B

Pricing Schedule

Dated: 25 August 2008

SECTION C

Statement of Work:

Statement of Work

Stop Plates and Frames, San Juan Water District, Granite Bay, California.

Dated: 25 Aug 2008

POINTS OF CONTACT:

Government

Project

Manager:

Ms. Michelle Kuhl

US Army Corps of Engineers

CESPK-PM-C

1325 “J” Street

Sacramento CA 95814-2922

Ph: (916) 557-7619

Michelle.M.Kuhl@usace.army.mil Contracting:

Mr. Dennis D. Wagner II

US Army Corps of Engineers

CESPKCT-B

1325 “J” Street

Sacramento CA 95814 95814-2922

Ph: (916) 557-5195

Dennis.D.Wagner@usace.army.mil

1.0 GENERAL INFORMATION

1.01 Purpose: The purpose of this scope of work (SOW) is to specify requirements for the purchase of Stop Plates and Frames to be used during repairs to the San Juan Water District Treatment Plant. These repairs are scheduled to begin in calendar year 2009.

1.02 Project Background: The San Juan Water District Treatment Plant has provides drinking water to Granite Bay and surrounding communities. The plant receives raw water from Folsom Lake and uses a series of treatment steps (chlorination, flocculation, sedimentation, and gravity filtration) to produce drinking water that is distributed to consumers. The maximum drinking water production rate is 150 million gallons per day.

2.0 GENERAL CONTRACT REQUIRENMENTS:

The contractor shall provide all necessary personnel, supervision, equipment, supplies and materials necessary to provide Stop Plates and Frames as described in the following statement of work, and technical specifications.

3.0 PRODUCT CHARICTARISTICS AND TECHNICAL REQUIRMENTS

3.01 brand name or equal manufacturers

A. Golden Harvest, Inc., Burlington, WA.

B. Rodney Hunt, Orange, MA

C. Hydrogate Corporation, Selma, CA

D. Waterman Industries, Exeter, CA

E. Or approved equal

3.02 salient characteristics

A.

General:

1.

Provide stop plates complete with guides and all appurtenances to provide complete and operational stop plates.

2.

All stop plates and frames shall be of the same manufacturer. The complete system comprising the wall-mounted guides and appurtenances shall be furnished by the stop plate manufacturer, who shall be responsible for the suitability and compatibility of components and that guides are of adequate strength to transmit the required forces as shown in sections below.

3.

The plates as a whole and all their components shall be suitable for service in chlorinated water up to 3 mg/L. The plates shall be designed to operate at all times even after long periods of inactivity.

4.

Stop plates and frames shall conform to AWWA Specification C561 except as modified by the requirements in this Section.

B.

Stop Plate Type:

1.

Stop plates shall be of the face mounted type for bolting to an existing concrete wall.

2.

Stop plate shall be constructed to accommodate design seating and unseating head of five (5) feet.

C.

Stop Plate and Frame Construction:

1.

Materials:

2.

Frames:

a.

Frames shall be 304 stainless steel.

b.

The minimum material thickness shall be ¼ in.

c.

The frame shall be designed for five (5) feet of seating and unseating head with a minimum safety factor of 5 with regard to tensile, compressive, and shear stresses.

3.

Disc guides:

a.

Guides shall be 304 stainless steel.

b.

The minimum material thickness, except for seal retainers, shall be ¼ in.

c.

The back of the frame shall be machined and drilled to attach to the existing concrete wall with stainless steel anchor bolts.

d.

Side guides shall be welded on their ends to the bottom guide, creating a rigid continuous frame.

e.

Guides shall be capable of taking the full thrust due to water pressure. Design guides with a minimum safety factor of 5 for tensile, compressive, and shear stresses under minimum five feet of seating and unseating head.

f.

Seating and unseating face and guide shall incorporate an ultrahigh molecular weight (UHMW) polyethylene.

4.

Discs:

a.

The disc shall be 304 stainless steel. It shall be of one piece construction and shall be able to withstand full pressure without distortion.

b.

The minimum material thickness of all members except seal retainers shall be ¼ in.

c.

The disc shall be equipped with handles for use in raising and lowering.

d.

Handles shall be integral to the disc.

e.

No hand holes through the plate shall be allowed. The sides and bottom of the disc shall have a continuous seat.

f.

Guide grooves shall be accurately machined for smooth operation.

g.

Maximum deflection under five feet seating and unseating head shall be 1/360 the span of the plate.

h.

Design disc with a minimum safety factor of 5 for tensile, compressive, and shear stresses under minimum five (5) feet of seating and unseating head.

5.

Guide Invert Seal:

a.

A resilient neoprene seal shall be securely attached to the frame along the invert, and shall extend to the depth of the guide groove.

b.

Seal shall be Rubber – ASTM D-2000 BC 615.

4.0 DELIVERABLE REQUIRMENTS

4.01

SUMMARY

A.

Section Includes: Furnish the stop plates and frames as shown on the Drawings and as specified herein.

B.

Location of Stop Plates:

1.

Effluent launders of North Sedimentation Basin. Provide 32 frames and 16 stop plates complete with fasteners.

4.02

REFERENCE

A.

ASTM – American Society for Testing and Materials – ASTM methods shall be as identified below.

B.

Enclosed are Reference Drawings M-101, M-102, M-107, S-104 and S-109 provided for the use of the equipment manufacturer to prepare their bid and to use in manufacturing the frames and stop plates.

4.03

SYSTEM DESCRIPTION

A.

Performance Requirements:

1.

Stop plates shall be able to withstand five (5) feet of seating and unseating head

4.04 Deliverables

A.

Deliverable schedule shall comply with the Deliverable Register as shown at the end of this specification.

B.

Shop Drawing and Product Data: Furnish Shop Drawings and Product Data for review of the frames and stop plates to show that the product conforms to Part 2 of these specification requirements and reference drawings. Shop Drawings shall include stop plate type, dimensions, thickness of frames, disc guides, discs, and guide invert seals.

Product Data shall include demonstration of compliance with stop plate type, stop plate and frame construction, frames, disc guides, discs, and guide invert seals

C.

Manuals: Furnish manufacturer’s written installation instructions, operation and maintenance manuals (including cleaning procedures) for stop plates.

D.

Basic Warranty and Extended Warranty: The basic warranty for stop plates and frames shall be guaranteed to be free from defects in material for a period of one (1) year from date of acceptance of the equipment at the project site as described in this specification 1.05 DELIVERY, STORAGE & HANDLING. The contractor shall submit the Basic Warranty and also an Extended Warranty for two (2) years beyond the last day of the Basic Warranty.

A list for each warranted equipment will include:

1.

Name of item.

2.

Model numbers.

3.

Location where to be delivered.

4.

Name and phone numbers of manufacturers or suppliers.

5.

Names, addresses and telephone numbers of sources of spare parts.

6.

Warranties and terms of basic warranty and items which have extended warranties shall be indicated with separate warranty expiration dates.

7.

Cross-reference to warranty certificates as applicable.

8.

Starting point and duration of warranty period.

9.

Summary of maintenance procedures required to continue the warranty in force.

10.

Cross-reference to specific pertinent Operation and Maintenance manuals.

11.

Organization, names and phone numbers of persons to call for warranty service.

12.

Typical response time and repair time expected for various warranted equipment.

The Basic Warranty and Extended Warranty covers the contractor’s responsibility to remedy defects due to faulty workmanship and materials which appear within one (1) year from the date of acceptance at the project site and two (2) years beyond the last day of the Basic Warranty, respectively.

E.

The Government Project Manager’s approval of deliverables shall not be construed as a complete check, but will indicate only that the general method of manufacturing, construction, materials, detailing and other information are satisfactory. Approval will not relieve the contractor of the responsibility for any error which may exist [dimensions, the design of adequate connections and details]. After deliverables have been approved by the Government Project Manager, no resubmittal of other deliverables for the purpose of substituting materials or equipment will be considered unless accompanied by an explanation of why a substitution is necessary. Government will determine if substitution is acceptable or not.

F. The contractor shall make all corrections required by the Government Project Manager and promptly furnish a corrected deliverable in the form and number of copies specified for the initial deliverable.

G. Units of weights and measures used on all deliverables shall be the same as those used in the reference drawings or detailed in these specifications. Each deliverable shall be complete and in sufficient detail to allow ready determination of compliance with contract requirements. Prior to submitted deliverables, all items shall be checked and approved by the contractor, and each item shall be stamped, signed, and dated by the contractor’s designated representative indicating action taken. Proposed deviations from the contract requirements shall be clearly identified.

H. At the end of this specification a deliverable register shows the items of equipment and materials for which deliverables are required by these specifications.

I. The contractor shall submit all deliverables to the Corps of Engineers Project Manager by the delivery date specified. The Government will have 15 calendar days to review/approve each submittal. If the Government requires changes to a submittal or report, the contractor shall submit a revised product within 15 calendar days. The Government will have 15 calendar days to review/approve each revised product. If resubmittals require further changes, the contractor shall comply at no additional cost to the Government. The contractor shall not order parts and material, or start the manufacturing process until the Governments approves all required submittals.

J. The contractor shall submit to the Government Project Manger one (1) electronic copy and two (2) copies for approval. The text documents shall be submitted in Word 2003 or PDF format. The shop drawings shall be submitted in AutoCAD 2007. If the deliverables are approved by the Government Project Manger, one (1) set of all deliverables will be retained by the Government Project Manger and one (1) set will be returned to the Contractor.

K. If a deliverable is returned for correction by the Government Project Manger, the contractor shall resubmit the corrected material in the same quantity, including reproducibles as specified for the original deliverable for approval.

L. Upon completion of review of deliverables requiring Government approval, the deliverables will be identified as having received approval by being so stamped and dated. One (1) copy of the deliverable will be retained by the Government and one (1) copy of the deliverable will be returned to the contractor.

M. Stamps used by the contractor on the deliverable data to certify that the deliverable meets contract requirements shall be similar to the following:

CONTRACTOR

__________Approved

NAME:________________________________________________

SIGNATURE:___________________________________________

TITLE:_________________________________________________

DATE:_________________________________________________

N. Permanently mark each deliverable to identify it by contract number; project title; transmittal date; contractor’s name, address(es) and telephone number(s); deliverable name; and specification and/or drawing reference to distinguish it from other deliverables. Deliverable identification shall include space to receive the review action by the Government Project Manager.

O. Shop Drawings shall be prepared on reproducible sheets, not less than 8-1/2 by 11 inches nor larger than 22 by 34 inches in size. Drawings shall be prepared to accurate size, with scale indicate. Drawings shall have black lines on a white background. Drawings shall also be provided in AUTO CADD format, on two (2) CD’s.

Two (2) copies of each drawing shall have the following information clearly marked thereon:

1.

Job name.

2.

Date of the drawings and revisions.

3.

Name of the item, material, or equipment detailed thereon.

4.

Submittal number (e.g., first submittal to last submittal) in a uniform location adjacent to the title block.

5.

Specification section to which submittal applies.

6.

Government contract number shall appear in the margin, immediately below the title block.

Drawings shall be numbered in logical sequence. Contractor may use his own number system. Each drawing shall bear the number and Government contract number in a uniform location adjacent to the title block. A blank space, no smaller than 3-inches wide by 2-inches high shall be reserved on the right hand side of each sheet for the Government disposition stamp.

4.05 DELIVERY, STORAGE & handLING

A.

Delivery:

Stop plates shall be delivered to –

9935 Auburn-Folsom Rd

Granite Bay, CA 95746

Delivery will be required between October 1, 2009 and October 30, 2009. Stop plates shall be securely packed to prevent damage during shipping and storage for up to six months after deliver to site. Stop plates shall be delivered on wooden or plastic skids and wrapped in blue or black plastic. The contractor shall provide the Government and San Juan Water District thirty (30) calendar days written notice of the delivery dates for the stop plates and a minimum of seven (7) calendar days second written notice prior to the first delivery date and an update on the delivery schedule

The Government will inspect all items delivered to the site for damage. The contractor shall replace, with no additional cost to the Government, any damaged stop plates and frames and stop plates and frames with missing components as listed in Part 2.

B.

Storage:

1.

Leave materials stacked and banded on shipping pallets.

2.

Manufacturer shall provide the protection materials for storing frames, plates, and fasteners for outside storage. This shall at a minimum include cover materials that entirely cover the equipment with tarp or heavy plastic. Light colored (e.g., light blue or white) cover shall be prohibited. End of covers shall be securely anchored on all sides.

3.

Store without adding other concentrated distributed loads above the items.

C.

Handling: Workmen shall be careful in removing and storing the stop plates, frames, and fasteners. Manufacturer shall provide equipment to off load the stop plates, frames and fasteners at the location at San Juan Water District WTP as directed by the Government.

5.0 AUTHORITIES AND TECHNICAL DIRECTION

AUTHORITIES: The Contractor shall take no direction from any Government employee or any other person other than the Government Contracting Officer that changes the terms and conditions of this contract action, the scope, or any change that impacts the cost, price or schedule. Changes authorized by the Contracting Officer will be in the form of a written, official, signed modification to the contract action received by the Contractor before the Contractor will act upon those changes. The Contractor will comply with Changes clause of this contract when the contractor believes direction has been given from persons other than the Government Contracting Officer that equate to a change by notifying the Contracting Officer as directed by the clause. Any direction given by any Government employee or any other person outside their authority must be reported to the Contracting Officer. Contracting Officer Representatives (CORs) are limited to the authorities state in the COR appointment letters.

6.0 INVOICING AND PAYMENT

a. Invoices for payment shall be submitted upon completion of tasks as outlines in the pricing/payment schedule. Invoices shall include all necessary information, including any necessary supporting documentation and shall be submitted to:

Original invoice WITHOUT additional information or supporting documentation:

(Must be mailed:)

Finance Center

Attn: CEFC-FP

5722 Integrity Dr.

Millington, TN 38054-5005

One copy of each of Invoice WITH all required information including any necessary supporting documentation:

(May be mailed or emailed to the following individuals):

U.S. Army Corps of Engineers

Attn: Michelle Kuhl

1325 J Street

Sacramento CA 951814-2922

Michelle.M.Kuhl@usace.army.mil

Ph: (916) 557-7619

U.S. Army Corps of Engineers

Attn: CESPK-CT-B (Services – Dennis Wagner II)

1325 J Street

Sacramento, CA 95814-2922

Dennis.D.Wagner@usace.army.mil Ph: (916) 557-5195 Fax: (916) 557-7854

NOTE: All invoices must reflect the Contract number, Task Order, or BPA Call number and the final invoice must be marked “FINAL”.

b. Contract Payments. The Government shall pay the Contractor upon submission of

Proper invoices for the services delivered and accepted for the portion of the work actually performed under the contract. Payment shall be made as indicated in the contract’s Payment Schedule not on percentage of completion. Deliverables as defined in the Payment Schedule of the contract must be accepted by the Government before payment will be made.

Delivery Schedule:

Delivery Schedule

Dated: 25 August 2008

SECTION I

Section I – Contract Clauses

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

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or 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 or 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 immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give 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; and (9) the specification.

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

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

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the

Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

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

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

(End of clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JUN 2008)

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

(2) 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.)

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

___ (2) 52.219-3, Notice of HUBZone Small Business Set-Aside (Jan 1999) (15 U.S.C. 657a).

___ (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JUL 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

___ (4) [Removed].

_X__ (5)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-6.

___ (iii) Alternate II (MAR 2004) of 52.219-6.

___ (6)(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.

___ (7) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637 (d)(2) and (3)).

___ (8)(i) 52.219-9, Small Business Subcontracting Plan (APR 2008) (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.

___ (9) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

__ (10) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (11)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (SEP 2005) (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.

___ (12) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting (APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (13) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (MAY 2004) (U.S.C. 657 f).

___ (15) 52.219-28, Post Award Small Business Program Rerepresentation (JUNE 2007) (15 U.S.C. 632(a)(2)).

_X__ (16) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).

_X__ (17) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (FEB 2008) (E.O. 13126).

_X__ (18) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

_X__ (19) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

_X__ (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of theVietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

_X__ (21) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29

U.S.C. 793).

_X__ (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

___ (23) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201).

___(24)(i) 52.222-50, Combating Trafficking in Persons (AUG 2007) (Applies to all contracts).

___ (ii) Alternate I (AUG 2007) of 52.222-50.

___ (25)(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)).

___ (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(c)).

___ (26) FAR 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b) .

___ (27)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

___ (ii) Alternate I (DEC 2007) of 52.223-16.

___ (28) 52.225-1, Buy American Act--Supplies (JUNE 2003) (41 U.S.C. 10a-10d).

___ (29)(i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (AUG 2007) (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.

___ (30) 52.225-5, Trade Agreements (Nov 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__X_ (31) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (32) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (33) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (34) 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)).

___ (35) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X__ (36) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (OCT 2003) (31 U.S.C. 3332).

___ (37) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (MAY 1999) (31 U.S.C. 3332).

___ (38) 52.232-36, Payment by Third Party (MAY 1999) (31 U.S.C. 3332).

___ (39) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

___ (40)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

____ (ii) Alternate I (APR 2003) of 52.247-64.

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

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

____ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

____ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year and Option Contracts) (NOV 2006) (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 (February 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

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

____ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

____ (7) 52.237-11, Accepting and Dispensing of $1 Coin (AUG 2007)(31 U.S.C. 5112(p)(1)).

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

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

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

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

(i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201).

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

(vii) 52.222-50, Combating Trafficking in Persons (AUG 2007) (22 U.S.C. 7104(g)). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50.

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

(ix) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(x) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

(End of clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 days.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 60 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 30 October 2009.

(End of clause)

52.246-2 INSPECTION OF SUPPLIES--FIXED-PRICE (AUG 1996)

(a) Definition. "Supplies," as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering supplies under this contract and shall tender to the Government for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Government during contract performance and for as long afterwards as the contract requires. The Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(c) The Government has the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. The Government shall perform inspections and tests in a manner that will not unduly delay the work. The Government assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of Government inspections or tests made at other than the Contractor's or subcontractor's premises; provided, that in case of rejection, the Government shall not be liable for any reduction in the value of inspection or test samples.

(e)(1) When supplies are not ready at the time specified by the Contractor for inspection or…