09-Q-0234 CDL Training.doc

Section B - Supplies or Services and Prices

Commercial Drivers License Training

FFP

BASE PERIOD: This is an informational Line Item only for pricing see Sub Line Items below. Class A Commercial Drivers License Training, Sacramento County, CA. The contractor shall provide all personnel, equipment, and resources to perform services in accordance with the Performance Work Statement, dated 3 August 2009, Wage Determinations, and contract provisions and clauses included herein.

Period of Performance: 1 September 2009 - 31 August 2010

Technical Point of Contact: Mr. Gary Fong, 916-557-6974. Contractual Point of Contact: Ms. Niki Haas, 916-557-7027; Ms. Phyllis Charles, 916-557-5164.

FOB: Destination

NET AMT

0001AA

Class A Comm. Drivers License Training

The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow students to take the DMV driving test in accordance with the Performance Work Statement.

NET AMT

0001AB

FFP

OPTION ITEM: The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow a student to take the DMV driving test in accordance with the Performance Work Statement. This option item may be exercised more than once.

NET AMT

0001AC

FFP

OPTION ITEM: The contractor shall provide a driver and truck to allow a student to take an additional DMV driving test after a student fails on his or her first/second attempt. This option item may be exercised more than once.

NET AMT

Commercial Drivers License Training

OPTION YEAR 1: This is an informational Line Item only for pricing see Sub Line Items below. Class A Commercial Drivers License Training, Sacramento County, CA. The contractor shall provide all personnel, equipment, and resources to perform services in accordance with the Performance Work Statement, dated 3 August 2009, Wage Determinations, and contract provisions and clauses included herein.

Period of Performance: 1 September 2010 - 31 August 2011

Technical Point of Contact: Mr. Gary Fong, 916-557-6974. Contractual Point of Contact: Ms. Niki Haas, 916-557-7027; Ms. Phyllis Charles, 916-557-5164.

NET AMT

1001AA

Class A Comm. Drivers License Training

The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow students to take the DMV driving test in accordance with the Performance Work Statement.

NET AMT

1001AB

FFP

OPTION ITEM: The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow a student to take the DMV driving test in accordance with the Performance Work Statement. This option item may be exercised more than once.

NET AMT

1001AC

FFP

OPTION ITEM: The contractor shall provide a driver and truck to allow a student to take an additional DMV driving test after a student fails on his or her first/second attempt. This option item may be exercised more than once.

NET AMT

Commercial Drivers License Training

OPTION YEAR 2: This is an informational Line Item only for pricing see Sub Line Items below. Class A Commercial Drivers License Training, Sacramento County, CA. The contractor shall provide all personnel, equipment, and resources to perform services in accordance with the Performance Work Statement, dated 3 August 2009, Wage Determinations, and contract provisions and clauses included herein.

Period of Performance: 1 September 2011 - 31 August 2012

Technical Point of Contact: Mr. Gary Fong, 916-557-6974. Contractual Point of Contact: Ms. Niki Haas, 916-557-7027; Ms. Phyllis Charles, 916-557-5164.

NET AMT

2001AA

Class A Comm. Drivers License Training

The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow students to take the DMV driving test in accordance with the Performance Work Statement.

NET AMT

2001AB

FFP

OPTION ITEM: The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow a student to take the DMV driving test in accordance with the Performance Work Statement. This option item may be exercised more than once.

NET AMT

2001AC

FFP

OPTION ITEM: The contractor shall provide a driver and truck to allow a student to take an additional DMV driving test after a student fails on his or her first/second attempt. This option item may be exercised more than once.

NET AMT

Commercial Drivers License Training

OPTION YEAR 3: This is an informational Line Item only for pricing see Sub Line Items below. Class A Commercial Drivers License Training, Sacramento County, CA. The contractor shall provide all personnel, equipment, and resources to perform services in accordance with the Performance Work Statement, dated 3 August 2009, Wage Determinations, and contract provisions and clauses included herein.

Period of Performance: 1 September 2012 - 31 August 2013

Technical Point of Contact: Mr. Gary Fong, 916-557-6974. Contractual Point of Contact: Ms. Niki Haas, 916-557-7027; Ms. Phyllis Charles, 916-557-5164.

NET AMT

3001AA

Class A Comm. Drivers License Training

The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow students to take the DMV driving test in accordance with the Performance Work Statement.

NET AMT

3001AB

FFP

OPTION ITEM: The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow a student to take the DMV driving test in accordance with the Performance Work Statement. This option item may be exercised more than once.

NET AMT

3001AC

FFP

OPTION ITEM: The contractor shall provide a driver and truck to allow a student to take an additional DMV driving test after a student fails on his or her first/second attempt. This option item may be exercised more than once.

NET AMT

Commercial Drivers License Training

OPTION YEAR 4: This is an informational Line Item only for pricing see Sub Line Items below. Class A Commercial Drivers License Training, Sacramento County, CA. The contractor shall provide all personnel, equipment, and resources to perform services in accordance with the Performance Work Statement, dated 3 August 2009, Wage Determinations, and contract provisions and clauses included herein.

Period of Performance: 1 September 2013 - 31 August 2014

Technical Point of Contact: Mr. Gary Fong, 916-557-6974. Contractual Point of Contact: Ms. Niki Haas, 916-557-7027; Ms. Phyllis Charles, 916-557-5164.

NET AMT

4001AA

Class A Comm. Drivers License Training

The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow students to take the DMV driving test in accordance with the Performance Work Statement.

NET AMT

4001AB

FFP

OPTION ITEM: The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare a student for the DMV driving test, and the contractor shall provide a driver and truck to allow a student to take the DMV driving test in accordance with the Performance Work Statement. This option item may be exercised more than once.

NET AMT

4001AC

FFP

OPTION ITEM: The contractor shall provide a driver and truck to allow a student to take an additional DMV driving test after a student fails on his or her first/second attempt. This option item may be exercised more than once.

NET AMT

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

Performance Work Statement

3 August 2009

Project: Class A Commercial Drivers License Training, Sacramento County, CA.

Government POC Mr. Gary Fong

U.S. Army Corps of Engineers

ATTN: CESPK/CO-E (G. Fong)

1325 J Street

Sacramento, CA 95814-2922

Ph: (916) 557-6974

Email: Gary.C.Fong@usace.army.mil

COR

Mr. Phil Deffenbaugh (Contracting U.S. Army Corps of Engineers

Officer’s ATTN: CESPK/CO-SK (P. Deffenbaugh)

Representative) PO Box 44270

34443 Sierra Drive

Lemon Cove, CA 93244-0346

Ph: (559)597-2301

Email: Phil.Deffenbaugh@usace.army.mil

Contract Ms. Phyllis Charles Specialist

ATTN: CESPK/CT-B (P. Charles - Services)

Ph: 916-557-5164 (Fax: 916-557-7854)

Email: Phyllis.C.Charles@usace.army.mil Direct Payment Questions to the COR, Phil Deffenbaugh.

Please note: Payment is NET 30 (unless the contractor has offered a prompt payment discount as stipulated in the contract) and is made within 30 calendar days after receipt of a complete and accurate invoice. For prompt payment follow the guidance provided in the Contract Invoicing and Payment paragraph below.

1. The Contractor Shall Provide the Following:

a. The contractor shall provide personnel, instructors, aids, training material, and all equipment, including a truck required to prepare each student for the DMV driving test, to conduct training for employees of the Sacramento District Corps of Engineers to obtain a State of California Class A Commercial Drivers License with an endorsement for air brakes, and double and triple trailers.

b. The contractor shall provide comprehensive classroom and behind the wheel training to qualify each student to successfully complete/pass the pre-inspection, skills and driving examinations given by the State of California, Department of Motor Vehicles to obtain a Class A Commercial Driver License.

c. All instruction will be held at the contractor’s facilities within fifty miles radius of the Sacramento District Office located, 1325 J Street, Sacramento CA, 95814-2922.

d. The contractor shall provide a driver and truck to allow each student the use of the truck to take their first driver’s test at DMV. The DMV test is given at the DMV in West Sacramento.

e. The Government anticipates enrolling from one to 6 students per class.

f. The contractor shall provide a training certificate of completion for each student.

g. The contractor shall provide minimum of 80 hours of instruction and minimum of 8 hours of instruction each class day.

h. The Government POC will coordinate with the contractor to schedule students for a class at least 14 days prior to the start of class.

i.Class instruction shall be held each day between the hours of 6 am and 5:30 pm.

j. The contractor shall cover all aspects of subjects applicable to the state and federal commercial drivers license (CDL) requirements. The contractor’s instruction shall include, but not be limited to the following topics applicable to the training and with the satisfactory completion of each topic:

State of California Department of Motor Vehicle Commercial Drivers Hand Book and applicable supplements.

Federal Motor Carrier Safety Administration Rules and Regulations

Applicable Safety Regulations and Safety Rules of the Road

k. The contractor shall provide each student with comprehensive course material to be useful for future reference and to stand alone without additional student notes.

l. The contractor shall have the expertise to respond to all student questions.

m. The contractor shall prepare and provide a feedback form and ask students to provide daily feedback on these forms, which the contractor shall review and respond to the students’ concerns by the next class session. Feedback forms shall be submitted to the Government POC at the end of class session week. The contractor shall hand out the completion certificates to students on graduation day.

n. OPTION ITEM. The contractor shall provide a driver and truck to allow a student to take an additional DMV driving test after a student fails on his or her first/second attempt. This option item may be exercised more than once. In the event a student does not pass the DMV test on the first attempt, the Government may at its discretion exercise this option item. Each student may be authorized to attempt to pass the DMV driving test up to two additional times, after failing the first attempt.

2. The Government Shall Provide the Following: The U.S. Army Corps of Engineers, Sacramento District (COE) shall administer enrollment of the students and provide for a DOT physical and DMV Class A permit for each student.

3. Period of Performance: The contract’s performance period shall begin upon contract award and proceed for 365 calendar days, which will be the base year. At the discretion of the government, option years may be exercised.

4. Deliverables Due to the Government Daily Sign-In Sheets. Due the end of each class week Student Progress Reports. Due the end of each class phase

Student Feedback Forms. Due the end of each class week Students’ Certificates of Completion. The contractor provides completion certificates to each student.

5. Estimated Quantity Line Items:

The quantities are estimated amounts only and are not guaranteed amounts. The contractor will only be paid for work actually performed. At no time will the contractor exceed the estimated quantity on any estimated quantity line item. The contractor will establish a tracking system of actual quantities against the contract’s estimated quantities for each estimated-quantity line item and will maintain the tracking system up to date throughout the life of the contract. When the actual quantity of any line item reaches 75% of the estimated quantity on any estimated quantity line item, the contractor will notify the Government’s Contract Specialist and the Technical POC in writing by fax or e-mail within two calendar days. Once the Government is notified that the actual quantity has reached 75%** of the estimated quantity on any line item and if the Government determines based on student’s progress reports that the estimated quantity needs to be modified, the contractor will receive an official modification to the contract action signed by the Contracting Officer increasing the quantity and the amount obligated on the contract BEFORE the contractor will proceed to work over the existing estimated quantity. The modification will set the new estimated quantity that the contractor may not exceed without another modification. Every invoice will be accompanied by a full accounting of each estimated-quantity line item being billed, the actual quantity being billed and full documentation to support the actual quantities.

6. Authorities/Technical Direction: 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 the 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 Contractor 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 stated in the COR appointment letters. If a COR is appointed under this contract, they will be appointed by written letter from the Contracting Officer to the Contractor and COR specific to this contract only. COR appointment letters from previous contracts at this installation are not valid for this contract.

7. Submittal of Invoices:

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

Original invoice WITHOUT additional information or supporting documentation:

USAED, FINANCE CENTER

Attn: CEFC-FP

5722 Integrity Dr.

Millington, TN 38054-5028 One copy each of Invoice WITH all required information including any necessary supporting documentation to:

Mr. Gary Fong

ATTN: CESPK/CO-E (G. Fong)

Ph: (916) 557-6974

Email: Gary C.Fong@usace.army.mil

Mr.Phil Deffenbaugh

ATTN: CESPK/CO-SK (P. Deffenbaugh)

PO Box 44270

34443 Sierra Drive

Lemon Cove, CA 93244-0346

Ph: (559)597-2301

Email: Phil.Deffenbaugh@usace.army.mil

Ms. Phyllis Charles

ATTN: CESPK/CT-B (P. Charles - Services)

Ph: 916-557-5164 (Fax: 916-557-7854)

Email: Phyllis.C.Charles@usace.army.mil NOTE: All invoices must reflect contract number WXXXXX-XX-X-XXXX and the final invoice must be marked “FINAL”

8. 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.

9. Quality Assurance Surveillance Plan (QASP): The Government shall monitor the Contractors performance in each functional area under this contract and reserves the rights to use whatever additional surveillance procedures are deemed appropriate. The Government shall monitor the Contractor’s services using the random sampling method, the planned sampling method and/or the 100% inspection method. The Government reserves the right to change or alter the type of inspection plan at its discretion at any time.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

Section F - Deliveries or Performance

DELIVERY INFORMATION

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY FULL TEXT

SPK 04-4003

Security Requirements for Unclassified Contracts

a. All Contractor employees (U.S. citizens and Non- U.S. citizens) working under this contract (to include grants, cooperative agreements and task orders) who require access to Automated Information Systems (AIS), (stand alone computers, network computers/systems, e-mail) shall, at a minimum, be designated into an ADP-III position (non-sensitive) in accordance with DoD 5220-22-R, Industrial Security Regulation. The investigative requirements for an ADP-III position are a favorable National Agency Check (NAC), SF-85P, Public Trust Position.

b. The contractor shall have each applicable employee complete a SF-85P and submit to the Sacramento District Security Officer within three (3) working days after award of any contract or task order, and shall be submitted prior to the individual being permitted access to an AIS. Contractors that have a commercial or government entity (CAGE) Code and Facility Security Clearance through the Defense Security Service shall process the NACs and forward visit requests/results of NAC to the Sacramento District Security Officer. For those contractors that do not have a CAGE Code or Facility Security Clearance, the Sacramento District Division Security Office will process the investigation in coordination with the Contractor and contract employees.

c. In accordance with Engineering Regulation, ER 380-1-18, Section 4, foreign nationals who work on Corps of Engineers’ contracts or task orders shall be approved by the HQUSACE Foreign Disclosure Officer or higher before beginning work on the contract/task order. This regulation includes subcontractor employees. (NOTE: exceptions to the above requirement include foreign nationals who perform janitorial and/or ground maintenance services.) The contractor shall submit to the Sacramento District Contract Office, the names of all foreign nationals proposed for performance under this contract/task order, along with documentation to verify that he/she was legally admitted into the United States and has authority to work and/or go to school in the US. Such documentation may include a US passport, Certificate of US citizenship (INS Form N-560 or N-561), Certificate of Naturalization (INS Form N-550 or N-570), foreign passport with I-551 stamp or attached INS Form I-94 indicating employment authorization, Alien Registration Receipt Card with photograph (INS Form I-151 or I-551), Temporary Resident Card (INS Form I-688), Employment Authorization Card (INS Form I-688A), Reentry Permit (INS Form I-327), Refugee Travel Document (INS Form I-571), Employment Authorization Document issued by the INS which contains a photograph (INS Form I-688B).

d. The address and telephone number for the Sacramento District Security Officer is as follows:

U.S. Army Engineer District, Sacramento

Attn: Security Officer (CESPK-DE-S)

1325 J Street

Sacramento, CA 95814-2922

Tel: (916) 557-6920

e. All transmittals of documentation and other information pertaining to this requirement must be marked with the applicable contract, grant, agreement, and/or task order number and the name of the contracting officer. Additionally, the contracting officer must be notified in writing whenever a SF 85P has been submitted to the Security Officer for processing.

/ / / / / / / / / / / / / END OF CLAUSE / / / / / / / / / / / /

CLAUSES INCORPORATED BY FULL TEXT

SPK 11-4002 CORPS OF ENGINEERS PUBLICATIONS (MAY 2000)

The Internet URL for Corps of Engineers publications is: http://140.194.76.129/publications/.

/ / / / / / / / / / / / END OF CLAUSE / / / / / / / / / / / /

SPK 42-4001 LEGAL REQUIREMENTS AND PERMITS (MAY 2000)

The Contractor shall procure at his own expense all necessary licenses and permits and shall conform to all laws, regulations, and ordinances applicable to the performance of the contract.

/ / / / / / / / / / / / END OF CLAUSE / / / / / / / / / / / /

Section I - Contract Clauses

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (MAR 2009)

(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--

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 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)

CLAUSES INCORPORATED BY FULL TEXT

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JUN 2009)

(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.)

___ (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) 52.203-13, Contractor Code of Business Ethics and Conduct (DEC 2008)(Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

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

__(4) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (MAR 2009) (Pub. L. 111-5).

___ (5) 52.219-3, Notice of HUBZone Small Business Set-Aside (Jan 1999) (15 U.S.C. 657a).

___ (6) 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).

___ (7) [Reserved].

_X_ (8)(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.

___ (9)(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.

___ (10) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637 (d)(2) and (3)).

___ (11)(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.

___ (12) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

___ (13) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (14)(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.

___ (15) 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).

___ (16) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (MAY 2004) (U.S.C. 657 f).

_X_ (18) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C. 632(a)(2)).

_X_ (19) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).

_X_ (20) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (FEB 2008) (E.O. 13126).

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

_X_ (22) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

_X_ (23) 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_ (24) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29

U.S.C. 793).

_X_ (25) 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).

___ (26) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201).

___ (27) 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.) (Not Applicable until September 8, 2009.)

___ (28)(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.)

___ (29) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b) .

___ (30)(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.

___ (31) 52.225-1, Buy American Act--Supplies (JUNE 2003) (41 U.S.C. 10a-10d).

___ (32)(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, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).

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

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

___ (33) 52.225-5, Trade Agreements (JUN 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (34) 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).

___ (35) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (36) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (37) 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)) ___ (38) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X_ (39) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (OCT 2003) (31 U.S.C. 3332).

___ (40) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (MAY 1999) (31 U.S.C. 3332) ___ (41) 52.232-36, Payment by Third Party (MAY 1999) (31 U.S.C. 3332).

___ (42) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

___ (43)(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) (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 (FEB 2009) (41 U.S.C. 351, et seq.).

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

____ (8) 52.237-11, Accepting and…