10-Q-0047 Hensley Alarm.doc

Section B - Supplies or Services and Prices

Base Yr Alarm Svc: '09-'10

FFP

The contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2009 thru November 30, 2010.

Wage Determination: WD 05-2045 (Rev.-9)

Point of Contacts:

Technical – Phil Smith at 559-673-5151

Mr. Tilden Brooks, 916-557-7929

FOB: Destination

PROJECT: Hensley Lake

NET AMT

FFP

he contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2010 thru November 30, 2011.

Wage Determination: TBD

Point of Contacts:

Technical – Phil Smith at 559-673-5151

Mr. Tilden Brooks, 916-557-7929

NET AMT

FFP

he contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2011 thru November 30, 2012.

Wage Determination: TBD

Point of Contacts:

Technical – Phil Smith at 559-673-5151

Mr. Tilden Brooks, 916-557-7929

NET AMT

FFP

he contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2012 thru November 30, 2013.

Wage Determination: TBD

Point of Contacts:

Technical – Phil Smith at 559-673-5151

Mr. Tilden Brooks, 916-557-7929

NET AMT

FFP

he contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2013 thru November 30, 2014.

Wage Determination: TBD

Point of Contacts:

Technical – Phil Smith at 559-673-5151

Mr. Tilden Brooks, 916-557-7929

NET AMT

PRICING SCHEDULE

Line

Item

Base Year: Alarm Contract - This is an informational line item only, see sub-line items for pricing. All line items containing quantities are estimated quantity line items, see Statement of Work for more information. The contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2009 thru November 30, 2010. Contract shall have a base year and four option years beginning December 2010, December 2011, December 2012 and December 2013.

Point of Contacts:

Technical – Phil Smith at 559-673-5151, Contracting: Mrs. Noelani Haas, 916-557-7027 or Mr. Tilden Brooks, 916-557-7929.

Total For Base Year

Line

Item

Option Year 1: Alarm Contract - This is an informational line item only, see sub-line items for pricing. All line items containing quantities are estimated quantity line items, see Statement of Work for more information. The contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2010 thru November 30, 2011.

Technical – Phil Smith at 559-673-5151, Contracting: Mrs. Noelani Haas, 916-557-7027 or Mr. Tilden Brooks, 916-557-7929.

Total For Option Year 1

Line

Option Year 2: Alarm Contract - This is an informational line item only, see sub-line items for pricing. All line items containing quantities are estimated quantity line items, see Statement of Work for more information. The contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2011 thru November 30, 2012.

Technical – Phil Smith at 559-673-5151, Contracting: Mrs. Noelani Haas, 916-557-7027 or Mr. Tilden Brooks, 916-557-7929.

Total For Option Year 2

Line

Option Year 3: Alarm Contract - This is an informational line item only, see sub-line items for pricing. All line items containing quantities are estimated quantity line items, see Statement of Work for more information. The contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2012 thru November 30, 2013

Technical – Phil Smith at 559-673-5151, Contracting: Mrs. Noelani Haas, 916-557-7027 or Mr. Tilden Brooks, 916-557-7929.

Total For Option Year 3

Line

Option Year 4: Alarm Contract - This is an informational line item only, see sub-line items for pricing. All line items containing quantities are estimated quantity line items, see Statement of Work for more information. The contactor shall furnish all services, labor, supplies, tools, materials, transportation and supervision necessary to provide Alarm Services at Hensley Lake, Madera County, Raymond, CA.

Period of Performance: December 1, 2013 thru November 30, 2014.

Technical – Phil Smith at 559-673-5151, Contracting: Mrs. Noelani Haas, 916-557-7027 or Mr. Tilden Brooks, 916-557-7929.

Total For Option Year 4

Total Price

Totals

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

Performance Work Statement

Alarm Service – Hensley Lake

1. Service Requirements

a. The contractor shall be responsible for all services required to properly maintain the alarm functions at the Hensley Lake, U.S. Army Corps of Engineers, facility. All alarm functions, installation, monitoring, maintenance, upkeep, repairs and other services related to the proper functions of the said items shall be the responsibility of the contractor. The period of performance is base year December 1, 2009 through November 30, 2010, with four option years.

i. Pre-work Meeting: To be held prior to the beginning of each contract year.

ii. Alarm and Security Monitoring: Provide 24-hour monitoring service and immediate notification of the proper personnel and Madera County Sheriff's Department when an alarm signal is activated.

iii. Maintenance/Inspection: On-site checking, adjustment, and repair of alarm systems and sirens at the Park Headquarters, Maintenance Shop, Wood Shop/Break Room, Residence Building, Dam Control Tower, Hidden View Entrance Station, Dam outlet, and Tower Bridge. Repair or replacement of faulty equipment will be done at the time of the inspection. Contractor will provide any needed replacement parts and equipment up to $75 value per inspection. Service will be performed quarterly during the months of January, April, July and October. The Park Manager or his designated representative will be notified at least 48 hours prior to servicing. Servicing will be performed during the Park Office hours of 7:45 am to 4:30 pm, Monday through Friday.

2. Contractor Furnished Supplies

a. In the performance of the work herein, the contractor shall furnish all supplies needed.

b. All supplies are subject to the approval of the Park Manager or his designated representative.

3. Placement of Alarm Systems

a. All alarm systems are located throughout Hensley Lake Park Areas. A map of the placement of the systems will be provided prior to commencement of work.

4. Dumping and Disposal

a. All waste materials collected will be disposed of in accordance with all state, county and federal laws, including but not limited to EM-385-1-1. A copy will be provided upon request of the contractor. The EM-385-1-1 may also be downloaded at http://www.usace.army.mil/CESO/Documents/EM385-1-1FINAL.pdf. The contractor may utilize Corps of Engineers waste receptacles.

5. Health and Safety

a. The service of all equipment shall adhere to the requirements of EM-385-1-1.

b. The contractor must adhere to all state, county and federal laws and regulations during the completion of this contract.

6. Record Keeping

a. The contractor or his employees shall maintain a log of all services performed. After a service has been completed the contractor shall provide a route sheet of services/systems affected.

7. Scheduling

a. Unless otherwise approved by the Park Manager or his designated representative, all services shall be completed Monday through Friday, 7:45 am to 4:30 pm.

8. Reporting

a. The contractor shall report any needed repairs, malfunctions or damage of government property affected under this contract to the Park Manager or his designated representative.

9. Equipment

a. The contractor shall provide, install and maintain all equipment necessary to perform services specified in this contract. Once installed, all parts and equipment become the property of the U.S. Army Corps of Engineers.

b. The government reserves the right that all equipment in objectionable condition be replaced so an acceptable progress of work under this contract is completed. Any parts or equipment that is not fully functional will be considered as nonfunctional for the purposes of this contract.

c. The contractor shall, at no cost to the government, replace any parts or equipment that become nonfunctional during the base year of the contract.

d. The contractor shall, at no cost to the government, replace any parts or equipment that become nonfunctional within one year of their installation.

e. Any parts or equipment found to be nonfunctional at the time of a quarterly inspection shall be replaced or repaired immediately. There will be no additional cost to the government for the first $75.00 of replacement parts and equipment, or for parts and equipment within one year of their installation or during the base year of the contract.

10. Inspection

a. Corps of Engineers employees will inspect the servicing of the systems. Failure to complete any of the required items of work defined in this contract for a particular service may be cause for non-payment or partial payment for that service.

b. Failure to perform any of the contract requirements will result in written notification from the contracting officer or his designated representative.

c. Recurring unsatisfactory performance may be cause for termination of the contract in its entirety.

11. Meetings

a. A pre-work meeting will be held prior to the beginning of each contract year.

b. Meetings may be scheduled at the discretion of the Park Manager or his representative to discuss items related to the completion of duties under the terms of this contract.

12. Communication

a. The contractor shall maintain the following for communication purposes:

i. Telephone

ii. Cell Phone

iii. FAX, and

iv. email

13. Payment

a. Payment will be made monthly in arrears, at the contract price, for services performed in accordance with the bid schedule and the scope of work. Invoices shall be submitted to:

Park Manager

Hensley Lake

P.O. Box 85

Raymond, CA 93653

b. Invoices must include all of the following information (a sample invoice is attached):

i. Contractor name and contact information.

ii. Contract number.

iii. Customer account and invoice numbers.

iv. Contract Line Item numbers.

v. Invoice date. This date must be after all services have been performed.

vi. Service date. For alarm and security monitoring, this is the entire month. For maintenance and inspections, and emergency service, this is the actual date the service was performed.

14. Safety Exposure Report

a. The contractor shall report to the Park Manager the total number of man-hours expended against this contract.

b. This report is required monthly and shall be received at the address listed under 13.a.

c. This report is to be turned over with each invoice.

15. Authorities/Technical Direction:

The Contractor shall take no direction from any Government employee or any 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.

16. ESTIMATED QUANTITY LINE ITEMS:

All Section B, Pricing Schedule, Line Items with quantities are estimated-quantity Line Items. The quantities are estimated amounts 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 that the estimated quantity needs to be increased, 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 Line Item being billed, the actual quantity being billed and supporting documentation to support the actual quantities.

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

ALARM SERVICES

This Quality Assurance Surveillance Plan (QASP) has been developed to evaluate contractor actions while implementing the Performance Work Statement (PWS); and is designed to provide and effective surveillance method of monitoring contractor performance for each objective of the Performance Work Statement.

The QASP provides a systematic method to evaluate the services of the contractor is required to furnish.

The contractor, and not the government, is responsible for management and quality control actions to meet the terms of the contract. The role of the government is quality assurance, to ensure contract standards are achieved.

Periodic Inspections: The COR or designated Inspector will monitor the contractors performance in all functional areas, by the random sampling method, using the requirements found in the Performance Work Statement parts B, and C. The Government may also use the planned sampling method and or 100% inspection method. The Government reserves the right to change or alter the type of inspection plan at its discretion at any time. The contractor shall sign acknowledgment of the completed inspection report and make comments and corrections of deficiencies. A copy will be provided to the contractor through the Contracting Officer (KO). Periodic inspections may be increased or reduced depending on the contractors performance.

Customer Complaints: The COR will validate any customer complaint and document the complaint with the PWS section reference. The contractor will be allowed to comment.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

Section F - Deliveries or Performance

DELIVERY INFORMATION

P.O. BOX 85 25207 ROAD 407

RAYMOND CA 93653-0085

L2M0443

L2M0443

L2M0443

L2M0443

L2M0443

Section I - Contract Clauses

CLAUSES INCORPORATED BY FULL TEXT

52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (MAR 2009)

(a) The Contractor shall post notice of employees rights and remedies for whistleblower protections provided under section 1553 of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5).

(b) The Contractor shall include the substance of this clause including this paragraph (b) in all subcontracts.

(End of clause)

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 (SEP 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 Total HUBZone 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].

XXX (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).

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

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

XXX (20) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (AUG 2009) (E.O. 13126).

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

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

___ (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).

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

U.S.C. 793).

___ (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.)

___ (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.

XXX (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 (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

XXX (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)).

XXX (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.)

____ (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) (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

____ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act--Price Adjustment (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.)

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

____ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

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

____ (8) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008)(31 U.S.C. 5112(p)(1)).

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

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

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

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

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

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

(ii) 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.

(iii) Reserved.

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

(v) 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).

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

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

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

(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

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

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (JAN 2009).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

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

(2) While not required, the contractor May include in its subcontracts for commercial items a…