INVITATION FOR BID (IFB) Number

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1 Invitation For Bid Number INVITATION FOR BID (IFB) Number Electronic Recycling and Demanufacturing Term Sale for Eastern United States STEP TWO OF TWO-STEP SOLICITATION 5 October 2015

2 TABLE OF CONTENTS GENERAL STATEMENTS OF CONTRACT 5 ITEM DESCRIPTION 9 ARTICLE ONE: BID EVALUATION AND CONTRACT AWARD 12 Section 1 Bid Process 12 Section 2 Bid Evaluation 12 Section 3 Contract Award 13 Section 4 Post-Award Conference 13 Section 5 Pre-Award Survey 13 ARTICLE TWO: PARTIES TO THE CONTRACT 14 Section 1 Contractor Information 14 Section 2 Transfer and Hypothecation 14 Section 3 Contract of Sale 14 Section 4 Authority of Sales Contracting Officer (SCO) 14 ARTICLE THREE: CONTRACT FINANCIAL RETENTION 15 Section 1 Bid Deposit 15 ARTICLE FOUR: CONTRACT PERFORMANCE 16 Section 1 Performance Period 16 Section 2 Phase-In Period 16 Section 3 Processing Requirements 16 Section 4 Termination for Convenience of the Government 16 Section 5 Wind-Down Commencement Date 18 Section 6 Cessation of Property Referrals 18 Section 7 Conduct of Wind-Down 18 Section 8 Phase-out Period 18 ARTICLE FIVE: DISTRIBUTIONS/PAYMENTS 19 Section 1 Monthly Payments 19 Section 2 Method of Payment 19 Section 3 Failure to Make Timely Payment 19 ARTICLE SIX: PRODUCT POOL, PROPERTY REFERRALS AND TITLE TRANSFER 20 Section 1 Product Pool 20 Section 2 Property Referrals 20 ARTICLE SEVEN: TRADE SECURITY CONTROL (TSC) REQUIREMENTS 22 Section 1 Contractor s Trade Security Control (TSC) Requirements 22 Section 2 United States Munitions List Items and Commerce Control List Items 22 Section 3 Re-Sale of Computers, Printers, copiers and other electronic equip 22 Section 4 Removal/Sanitization of Personally Identifiable Information (PII) 22 ARTICLE EIGHT: LABELS AND MARKINGS 23 Section 1 Government Labels, Classified Markings 23 Section 2 Government Label removal 23 ARTICLE NINE: GOVERNMENT REQUIRED REPORTS 24 Section 1 Inventory Reports 24 Section 2 Non Responsive Resale Buyer Report 24 Section 3 Classified Inventory Report 24 ARTICLE TEN: Contractor Owned/Leased Facilities, Government owned Material Handling Equipment (MHE), Government Personnel 25 1

3 Section 1 Contractor Owned/Leased Storage Facilities 25 Section 2 Government Owned Material Handling Equipment (MHE) 25 Section 3 Accommodating Government Personnel 25 ARTICLE ELEVEN: PROPERTY RETURNS 26 Section 1 Property Accountability of Items Issued to Contractor 26 Section 2 Property Retrieval of Controlled Items 26 Section 3 Reutilization/Transfer/Donation (RTD) Property Returns 27 ARTICLE TWELVE: CONTRACT OPERATION REQUIREMENTS 28 Section 1 Contractor Certification 28 Section 2 DLA DISPOSITION SERVICES Inspection of Property _ 28 Section 3 Duty of Care and Loyalty 28 Section 4 Certifications 29 ARTICLE THIRTEEN: MATERIAL BREACH 29 Section 1 Notice of Material Breach 29 Section 2 Response to Notice 29 Section 3 Termination 29 Section 4 Intentional Breach 29 Section 5 DLA DISPOSITION SERVICES Remedies for Material Breach by Contractor 29 ARTICLE FOURTEEN: CONTRACT COMPLIANCE, AUDITS AND REVIEWS 30 Section 1 Compliance with Applicable Laws and Regulations 30 Section 2 Licenses and Permits 30 Section 3 Prohibited Activities 30 Section 4 Contractor Cooperation in DOD Investigations/Audits 30 Section 5 Records Maintenance 30 Section 6 Inspection of Records and Workplace by Government 31 Section 7 Methods and Procedures for Compliance Reviews 31 Section 8 Compliance Notification 31 Section 9 Costs of Oversight 31 Section 10 Notice of Audit Adjustment 31 ARTICLE FIFTEEN: DISPUTES 32 Section 1 Disputes 32 Section 2 Claims 32 Section 3 Decisions 32 Section 4 Alternative Dispute Resolution (ADR) 32 ARTICLE SIXTEEN: INSURANCE AND BOND REQUIREMENTS 33 Section 1 Modification of Special Circumstance Conditions 33 Section 2 Further Modifications 33 Section 3 Evidence of Insurance 33 ARTICLE SEVENTEEN: MISCELLANEOUS PROVISIONS 34 Section 1 Binding Effect 34 Section 2 Notices 34 Section 3 Severability 34 Section 4 Headings 34 Section 5 Survival 34 Section 6 Waiver 34 Section 7 Force Majeure 34 Section 8 Use of DLA DISPOSITION SERVICES Name; Public 2

4 Communications 34 Section 9 Tense and Gender 35 Section 10 Entire Agreement; Modification 35 Section 11 Computation of Time 35 Section 12 Electronic Communication 35 ADDITIONAL TERMS AND CONDITIONS OF SALE 36 ADDITIONAL CONTRACT ADVISEMENTS 37 DEFINITIONS 39 3

5 Electronic Recycling and Demanufacturing INVITATION FOR BID Number STEP TWO OF TWO-STEP BIDDING PROCESS This Invitation For Bid (IFB) is issued by DLA DISPOSITION SERVICES to initiate Step Two of a two-step sealed bid/live auction sales process. The only bids the Sales Contracting Officer (SCO) may consider for award of a contract are those received from bidders that have submitted an acceptable technical proposal during Step One of this solicitation under RFTP The successful bidder's technical proposal may be incorporated (in part or whole) into any contract awarded in response to this IFB, thus any deviation from the proposal may require a contract modification. In all other respects, the provisions of this IFB shall govern the contract contemplated hereby without regard to assumptions, plans, forecasts, conditions or any other matters set forth in any prospective bidder's technical proposal submitted in Step One. Forms for submitting a bid are provided on the DLA DISPOSITION SERVICES web site, and click on Standard Form 114/114B Invitation for Bid. Your completed Bid Forms and $100, bid deposit must be delivered to and received by DLA DISPOSITION SERVICE S SCO before the bid opening at 1:00 p.m. EDT on Wednesday, Oct 14, Each bid must be accompanied by a refundable bid deposit in the form of a guaranteed instrument (cashier s or certified check) in the amount of one-hundred thousand dollars ($100,000.00) payable to U.S. Treasury. Address your Bid Forms and Bid Deposit to: DLA Disposition Services Hart-Dole-Inouye Federal Center ATTN: Mr. Tim Cronk, J-422 (Room ) 74 North Washington Battle Creek, MI

6 GENERAL STATEMENTS OF CONTRACT Certain contents and provisions of this IFB, including Appendices, Attachments and Schedules, are described in general. The following General Statements of Contract are not intended to be complete and do not take precedence over the terms and conditions of this contract. The requirements for all matters discussed in the General Statements are fully defined in the Terms and Conditions Section of this IFB. Any historical data provided in this IFB was derived using existing sources and is presented for general reference only. This IFB relates to electronic recyclable property or usable electronic property that the Government has determined to be surplus to the needs of the Department of Defense and the Federal Government. Usable property is defined with respect to a particular item, as a designation assigned by or with the approval of DLA DISPOSITION SERVICES personnel meaning that the item has value in excess of that of the item s material content. Recyclable property is defined as property that has no value above its material content. The property will be comprised of a variety of Electronics with a variety of Demil codes. The Government reserves the right to ship property to the buyer s location from sites outside CONUS or from any site in the United States. Property issued under this contract will be comprised of usable safe to sell Electronics property assigned a demilitarization code A or Q; usable Electronics related property not safe-for-sale Demil B, Q, C, D, or F that must be completely Demilitarized, and recycled; and Electronic property that must be mutilated and recycled. Property issued under the terms of this contract may not be rejected by the Contractor. In addition, DLA DISPOSITION SERVICES may include hazardous material, such as batteries, power supplies, mini ups systems, electron tubes containing solid beryllium components, and related or peripheral Electronic equipment. DLA DISPOSITION SERVICES receives property at DLA DISPOSITION SERVICES facilities in the Continental United States (CONUS), Alaska, Hawaii, Guam and Puerto Rico (and possibly the Virgin Islands). The successful bidder commits to purchase property issued under this contract for a twenty-four (24) month performance period commencing from the date of submission of the initial Delivery Order to the Contractor. DLA DISPOSITION SERVICES may exercise options to extend the performance period for up to an additional thirty-six (36) months via three (3) twelve (12) month options, based on Government requirements and mutual agreement of the contractor. A bid will consist of one bid price which will be a percentage of the AMM No. 1 Copper and wire (Chicago) (lowest of the two ranges) price at the time of bid submission by the bidder. The winning bid will be determined by the bidder offering the highest bid percentage. Prior to award of this contract, the Contractor and any business partners who will be processing Demil required property, will be required to obtain a Trade Security Control (TSC) assessment by providing the Sales Contracting Officer a properly completed End-Use Certificate (EUC) in the form of a DLA Form 1822 (copy available on the DLA DISPOSITION SERVICES web site, click on Property for Sale to Public and then Sales. The TSC Assessment investigation verifies the entity as claimed, that the entity is doing business at the name and location claimed, and that there are no disqualifying factors present (i.e., convictions for illegal export of military technology, debarment by a Government activity, etc.). 5

7 The Government may inadvertently ship inventory that should not be sold due to National Security. Should the buyer receive inventory that appears to be modified for Military use or has markings that indicate a sensitive nature the buyer is required to report their findings to the Sales Contracting Officer and prepare for mutilation upon SCO s direction. Certain property identified for return may have already been resold by the Contractor and no longer in the Contractor s possession. DLA DISPOSITION SERVICES suggests the Contractor advise resale buyers that due to national security, the Government may ask for the return of property at any time during the base period and extension periods. Contractor will be required to inform their customer of the property s status and request that it be returned. Contractor agrees to withhold further sales participation from customers who are non-responsive or who refuse to return the property still within their possession. There may also be occasions when the Government will request the return of property issued to the Contractor because it is required for DOD/DLA DISPOSITION SERVICES mission. DLA DISPOSITION SERVICES does not anticipate a large volume of property will be requested in this manner. DLA DISPOSITION SERVICES will refund the Contractor s purchase price for the return of the items requested by DLA DISPOSITION SERVICES and will advise Contractor of return process at DLA DISPOSITION SERVICES expense. Contractor agrees to fully cooperate with the Government when informed by DLA DISPOSITION SERVICES of any reviews or investigations by any DOD or Federal Government investigative service or agency. Contractor agrees to provide DLA DISPOSITION SERVICES with all requested information regarding the property or information relating to the customer purchasing the property. Contractor must make all sales records, property, and customer s records pertaining to such investigations available to DLA DISPOSITION SERVICES upon request. In accordance with the June 4, 2001 memorandum from the Deputy Secretary of Defense, certain security measures have been imposed when disposing of Electronics, Federal Stock Group (FSG) 70 property. Therefore, FSG 70 items are not considered safe to sell as an item until all memory devices have been erased according to DOD Instruction, to the point that any data recovery is not achievable. DLA DISPOSITION SERVICES can ship property from anywhere in the United States. East Region consists of states located east of the Mississippi River within the Continental United States (CONUS), Puerto Rico and the U.S. Virgin Islands. For Government shipping purposes, the Contractor is limited to no more than five (5) facilities. The Government reserves the right to ship electronic material to any facility within the United States at its sole discretion. The Government reserves the right to disapprove a recycle center based on its geographic location and estimated cost to ship material to that location. The facility must be the recycle point and must be either R2 or e-steward certified as outlined in Step One of this Two Step Process. Other recycling certifications will not be accepted in lieu of R2/e- Steward certificates. Shipment destinations must be located within the CONUS and East of the Mississippi River. The Contractor is required to accommodate three (3) Government personnel at one recycling location with desk space and internet access in order to process de-manufacturing/demilitarization operations. The contractor shall provide all necessary supplies, equipment, tools, facilities, supervision, services, and other resources necessary to perform the required services, except those services and resources listed as Government furnished. The contractor shall provide all contractor personnel, any necessary safety equipment, PPE, and training in order to perform the services identified in this contract. The contractor shall notify the Government of any required personal protective equipment, safety equipment or training necessary for a Government representative to be present on-site. The contractor shall provide for the physical security and storage of electronic equipment throughout the 6

8 entire de-manufacturing/de-militarization process, including samples taken from property provided for de-manufacturing and any residues. The Contractor shall provide a work-site for the Government representative(s) at a location where the DEMIL/DEMAN operations will occur that will include locking filing cabinets, desks, chair, three communications lines and a telephone. The Government is responsible for providing a computer, bar-coding equipment and any necessary operating software. However, the communications lines must include the present ability to access the Internet. To aid the Government Representative and the Contractor in inventorying Demil required property, the contractor shall provide a work area of sufficient size at the processing facility for the Government Representative to physically spread out 2-3 shipments of Demil required property that has been received at the contractor s processing facility. The contract requires that the Contractor fulfill certain requirements related to national security, DLA DISPOSITION SERVICES customer service, and compliance review. In addition, the Contractor is fully auditable, therefore, will remain cooperative with DLA DISPOSITION SERVICES audit requirements to include accounting statements, insurance coverage, inventory control/asset tracking, and returning/retrieving controlled property, both prior to resale and after. Any and all of the Contractor s records relevant to this contract must be made available to DLA DISPOSITION SERVICES, to include providing DLA DISPOSITION SERVICES copies and/or allowing DLA DISPOSITION SERVICES to make copies of all records requested. Records will be made available in either electronic or hard copy form as required by DLA DISPOSITION SERVICES. The contract also contains certain provisions regarding the logistical interface with DLA DISPOSITION SERVICES and its generators. The Contractor must work effectively with DLA DISPOSITION SERVICES personnel with respect to logistics, and must interact with DLA DISPOSITION SERVICES personnel with regard to national security matters, customer service requests of DLA DISPOSITION SERVICES, financial reporting, compliance monitoring and dispute resolution. The Government reserves the right to conduct a post-award conference as early as two weeks after award. The purpose of the conference is to ensure the Contractor fully understands the terms and conditions of this contract. The location and date of the conference will be determined by DLA DISPOSITION SERVICES and the costs incurred by Contractor personnel attending shall be paid in full by the Contractor without reimbursement by DLA DISPOSITION SERVICES. Prospective bidders should be aware of certain risk factors that could affect a bidder s assessment of this contract and the calculations supporting the resulting bid. Although DLA DISPOSITION SERVICES does not represent that it has identified all such risk factors, the following, in addition to those risks identified elsewhere in this IFB, should be considered by a prospective bidder: The future volume, quality, condition, market value, types (i.e., distribution of property referrals across Federal Supply Classes (FSCs), and geographic concentrations (i.e., referrals for sale at particular delivery points) of the property cannot be predicted. Applicable statutes, regulations, policies and inter-service agreements govern whether the disposition of particular items of surplus is through DLA DISPOSITION SERVICES or through other disposition modes. The volume and nature of the property referred for sale under this contract could be affected by such changes. 7

9 Described generally, applicable statutes and regulations grant DLA DISPOSITION SERVICES less flexibility to agree to amend a contract after award than prospective bidders may have experienced in other contractual settings. Prospective bidders should assume that the provisions of the contract cannot be significantly amended after award. This IFB may be the subject of one or more protests to the U.S. General Accountability Office. Moreover, it is possible that, either pending or after award, one or more third parties that object to this contract could institute litigation involving both DLA DISPOSITION SERVICES and the Contractor. DLA DISPOSITION SERVICES cannot predict the likelihood or the possible grounds for such litigation. Nevertheless, this is a risk factor that should be assessed by a prospective bidder. 8

10 ITEM DESCRIPTION ITEM 1: The property will be comprised of DEMIL REQUIRED and usable recyclable Electronic items identified by the Government intended for in-house end of life recycling. The inventory will be located in the Continental United States (CONUS), Puerto Rico, Hawaii, Alaska, Guam, and the Virgin Islands. Property issued under this contract will be assigned a demilitarization code of A, B, C, D, F or Q. The Government guarantees a minimum of 5 million pounds of material annually under this contract. The Government may elect to offer property consisting of hazardous material (under mutual agreement), such as batteries, power supplies, electron tubes containing beryllium components, mini Un-interruptible Power Supplies (UPS) systems and related Electronic equipment. The Government treats and handles three types of property under this contract differently yet they will be bid and sold under the same price. The three commodities are DEMIL, DMF, and D4R: 1. Demilitarization required (DEMIL) of electronic inventory: This inventory will have complete asset visibility because it is controlled property. This property must be Demilitarized (destroyed) under this contract and requires verification by Government personnel and certification by contractor personnel that each line item has been Demilitarized. Destruction of this inventory must be under the supervision of the Government and must be processed within five (5) working days from the date it is received and inventoried at the DEMIL recycling facility. If for any reason the property cannot be processed by destruction within this time frame at the DEMIL recycling facility, it must be inventoried, secured and reported to the SCO immediately. DEMIL property must be destroyed to the point that the material cannot be re-assembled or used for its original intended purpose. DEMIL property shall be shredded, crushed, pulverized or otherwise destroyed. At a minimum, material must be cut in half or no piece larger than 1.5 inches wide, whichever is smaller. Shredding is the preferred method of destruction however; other methods of destruction may be approved by the Sales Contracting Officer. Precision cutting tools are not authorized and shall not be used in the destruction of DEMIL property. All Demil required property must be inventoried and clearly segregated from all other property. Contractor will provide a work area of sufficient size for three Government personnel to perform full inventory of all line items before processing occurs. Contractor must have ample space to accommodate and maintain a secure environment for this inventory while it is waiting to be processed. This property requires inventory controls/security. One DEMIL site is required in the East Region and once designated, may not be moved, changed or otherwise re-located to another geographic facility without prior approval from the SCO. The Demil facility may be used by contractor to process other Electronics under this contract; however the provisions for segregating and inventory must be followed in accordance with this contract. Contractor or his/her representative will be required to be a certifier for DEMIL material and government will be the Verifier for DEMIL. The SCO will provide the initial required training to the contractor for this duty. Annual DEMIL training for contractor or his/her representative will be required. Both the certifier and verifier shall be present to inventory DEMIL material as it arrives at the DEMIL recycling facility. Contractor shall store DEMIL material in a manner that will facilitate first in first out logistics. DEMIL material must be process in the order in which it was received. This inventory will be billed by weight after processing. 2. Demanufacturing required (DMF): This inventory will be managed by weight and is not required to be processed with Government oversight. However, DMF material must be 9

11 destroyed in the same manner as DEMIL required material. This property (DMF) must be destroyed under this contract and requires verification by Contractor personnel in the form of a signed Certificate of Destruction. DMF material will be destroyed by weight and not each piece. For example: a truck with 10,000 pounds of DMF material arrives at the contractor s site. The certificate of destruction must state that 10,000 pounds of DMF was destroyed. Under no circumstances is culling of DMF material allowed. Destruction of this inventory must be under the supervision of the Contractor and must be processed within ten (10) business days from the date it is received and inventoried at the recycling facility. Any recycling facility authorized by this contract may be used to destroy DMF material. If for any reason the property cannot be processed by destruction within this time frame at the DMF recycling facility, it must be inventoried, secured and reported to the SCO immediately. DMF property must be destroyed to the point that the material cannot be re-assembled or used for its original intended purpose. DMF property shall be shredded, crushed, pulverized or otherwise destroyed. At a minimum, material must be cut in half or no piece larger than 1.5 inches wide, whichever is smaller. Shredding is the preferred method of destruction however; other methods of destruction may be approved by the Sales Contracting Officer. Precision cutting tools are not authorized and shall not be used in the destruction of DMF property. All DMF required property must be inventoried and clearly segregated from all other property. This property requires inventory controls/security. Contractor or his/her representative will be required to certify that DMF material has been destroyed and sign the Certificate of Destruction. The SCO will provide the initial required training to the contractor for this duty. Annual DMF training for contractor or his/her representative will be required. Contractor shall store DMF material in a manner that will facilitate first in first out logistics. Government personnel must be allowed to inspect the processing of this inventory. This inventory will be billed by weight after processing. UNDER NO CIRCUMSTANCE MAY DMF MATERIAL BE SOLD AS A USABLE ITEM FOR ANY REASON. IT MUST BE DESTROYED. 3. D4R material: This material is NOT considered sensitive and DOES NOT require destruction. This material is considered safe to sell and may be sold as is by the contractor or recycled for its material value. There is no time limit on the recycling or sale of this material. If selling this material for its original purpose, the hard drive must be erased and verified in accordance with Responsible Recycling Standards (R2) or e-steward Standards. Described very generally, a demilitarization code is a single alpha character assigned by the Item Manager of an item. For the purposes of this IFB, the following definitions are provided: DEMIL Code A Non-United States Munitions List (USML)/Non-Commerce Control List Items (CCLI) No Demilitarization required. No Trade Security Control Assessment/Clearance required. Department of Commerce (DOC) may impose licensing requirements to certain destinations. DEMIL Code B worldwide. United States Munitions List Items - Mutilation to the point of scrap required DEMIL Code C United States Munitions List Items - DEMIL required. Remove and demilitarize installed key point(s) if known and/or Mutilate to the point of Scrap. 10

12 DEMIL Code D United States Munitions List Items: Destroy item and components to prevent restoration or repair to a usable condition and mutilate to the point of scrap. DEMIL Code Q Commerce Control List Items (CCLI). Demilitarization not required, however Trade Security Controls (as set forth by the Department of Commerce) required at time of disposition. Trade Security Control Assessment/Clearance required. Mutilation to the point of scrap required outside the United States. DEMIL Code F MLI (SME) Demilitarization instructions to be furnished by the Item/Technical Manager. Customers must obtain Demil F instructions prior to turning their property in to DLA DISPOSITION SERVICES. The Government will determine items to be sold to the Contractor. Contractor has no right to any property that is not issued on a delivery order under the terms of this contract. DLA DISPOSITION SERVICES reserves the right to sell property or offer property through alternative sales or contract means for all property that could be considered part of this contract. The Government guarantees to issue the Contractor 5 million pounds per year under this contract. The Government offers no exclusivity rights under this contract for the designated property. The government estimates based on historical data an annual amount of e-recyclable material to be processed at 25 million pounds; or 19 trucks per week averaging 25,000 pounds of material per truck. Because this is an estimate based on historical data, contractor must have the ability to process up to 480,000 pounds per week. These estimates do not guarantee nor should it be inferred to guarantee an amount to be available to the contractor. However, they can and should be used by prospective bidders in calculating a bid offer. The government estimates based on historical data an annual amount of DEMIL required material to be processed at 4.3 million pounds. This material will be sent to a single location stipulated by contractor and approved by government where DEMIL operations will take place. Dunnage will be included in this sale. Contractor is reminded to bid accordingly. Refunds, off-sets, adjustments, etc. will not be authorized or granted due to dunnage weight. The contractor shall annotate on the shipment report when there is a weight variance of more than ± 5% between the shipment weight and the receipt weight. The contractor shall immediately notify the Sales Contracting Officer if the variance is greater than ± 5% and may not begin de-manufacturing (DMF) of the material until the Sales Contracting Officer has provided approval to begin. The Government may require that the contractor store the property in a separate area until an investigation of the discrepancy is completed. The link provided, provides historical information relating to past generations of property similar to what is being offered in this IFB. Bidders are advised that any sales history information provided is for informational purposes only. Prior year property generations and sales data are not predictors of future generations or sales. ADDITIONAL TERMS AND CONDITIONS OF SALE The following Articles (not part of the Sale By Reference (SBR), July 2012) apply and constitute additional terms and conditions of this sale: 11

13 ARTICLE ONE Bid Evaluation and Contract Award Section 1 Bidding Process The bidding process will commence on the bid opening day and time specified by the Government. Bidders are expected to arrive at the bid opening with the required bid deposit and a sealed bid consisting of one bid price specified by the bidder. The bid must be expressed as a percent of market price of No. 1 Copper and Wire (Chicago). The Sales Contracting Officer (SCO) will open each sealed bid at the specified bid opening day and time. Bids will be read by the SCO. From the bids offered, a high bid will be determined which will be the starting point for the live auction. Bidders will then be offered an opportunity to incrementally increase their bid during the live auction. The auction will end when no further bid increases are received. The high bid offered at that time will be considered the apparent high bid. ARTICLE BID PRICE DETERMINATION (SALES TIED TO AMERICAN METAL MARKET) a. The publication listed below will be used as a basis for determining the bid price for each item to be included in the monthly billing statement. Billing price will be based on the highest quotation published for each item as indicated. The market(s) listed below as quoted in the "AMERICAN METAL MARKET" Thursday Edition for the first Wednesday of each month in which deliveries are made will be applied as follows: ITEM No. MARKET TO BE USED 1 AMM No. 1 Copper and Wire (Chicago) b. In the event that a zero market price, a negative market price, or no market price is published as specified above, the last positive market price quoted in the publication will be used. c. Monthly computation for billing will be as follows, assuming buyer has bid 10 percent of the American Metal Market for Copper. AMM Market Price per Pound $ 1.00 for month of January Percent of Market Price Bid 10 percent Month of Generation 10,000 LBS $0.10 X 10,000lbs Price for January generation $ AMM Market Price per Pound $ 1.25 for month of February Percent of Market Price Bid 10 percent Month of Generation 10,000 LBS $0.125 X 10,000lbs Price for February generation $ Section 2 Bid Evaluation - Award will be made to the responsive, responsible bidder that offers the highest bid price. The Government reserves the right to not award a contract if such contract is deemed not to be in the Government s best interest. Further, the Government may also reject any bid if DLA DISPOSITION SERVICES determines that accepting such bid would not be in the Government's best interest. 12

14 Section 3 Contract Award The SCO will determine if each bid is responsive and responsible prior to award of the contract. The contract will be awarded to the highest responsive, responsible bidder. In the event of a termination of the original Contractor within sixty (60) calendar days of the date of award, the SCO may award the contract to the next highest responsive, responsible bidder if bids have not expired, and such award is otherwise determined to be in the Government's best interest, price and other factors considered. Section 4 Post-Award Conference - The Government reserves the right to conduct a post-award conference as early as two weeks after award. The purpose of the conference is to ensure the Contractor fully understands the terms and conditions of this contract. The location and date of the conference will be determined by DLA DISPOSITION SERVICES and the costs incurred by Contractor personnel attending shall be paid in full by the Contractor. Section 5 Pre-Award Survey - The Pre-Award survey is one of the factors used by the Government to ensure the Contractor s ability to satisfactorily perform the work in accordance with their technical proposal submitted in step-one of this solicitation. After solicitation opening/closing and prior to award, the Government may conduct a Pre-Award survey of one or more bidders who may become eligible for award after final evaluation. The Pre-Award survey may be conducted at the Contractor s facility(ies) or other location(s) as deemed necessary by the Government and may include a review of Contractor s facilities and equipment, financial capability or disclosure of a Contractor s financial condition, quality assurance, safety, and transportation. Bidders must cooperate in the Pre-Award process by assisting in arrangements and/or by providing requested information in a timely manner. Bidders are advised that accomplishment of a Pre-Award survey or furnishing documents to the Government in support of the Pre-Award survey is part of the evaluation of the responsibility process and is not to be construed as an indication that a bidder will receive award of a contract. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 13

15 ARTICLE TWO Parties to the Contract Section 1 Contractor Information - Within thirty (30) calendar days of the date of contract award, the contractor shall provide DLA DISPOSITION SERVICES the following information: (A) Designation of key persons, if any, in addition to those identified in Contractors technical proposal. (B) Contractor shall provide the SCO notification of any changes to the above within ten (10) calendar days of the change. (C) Certain Contractor personnel may be required to obtain a security clearance and a Contractor s Access Card (CAC) in order to enter and conduct business at DLA Disposition Services Field Site locations. The SCO will assist the Contractor in completing this process. Section 2 Transfer and Hypothecation (A) General Prohibition - Except as specifically provided herein or specifically approved by DLA DISPOSITION SERVICES in writing, the Contractor may not directly or indirectly sell, transfer, assign, pledge, offer as collateral or otherwise hypothecate all or any part of its rights or obligations under the contract. (B) Attempted Transfer - Any attempted transfer in violation of the provisions of this Article shall be null and void, and shall constitute a material breach of this contract. Section 3 Contract of Sale (A) Relationship of Parties - This contract is an agreement for the sale of the property by DLA DISPOSITION SERVICES as seller to Contractor as the buyer. Contractor and DLA DISPOSITION SERVICES expressly disavow the creation of any other relationship, including without limitation principal-agent, master-servant, employer-employee, general or limited partnership, or joint venture, between DLA DISPOSITION SERVICES and the Contractor. (B) Parties to Contract - The parties to this contract are DLA DISPOSITION SERVICES and the Contractor. The exclusive representative of DLA DISPOSITION SERVICES for all purposes under this contract is the SCO, and all notices, demands, requests, consents, approvals, declarations, reports and other communications to DLA DISPOSITION SERVICES from Contractor shall be deemed ineffective unless addressed to the SCO. Communications from the Contractor to anyone other than the SCO shall not be deemed received by DLA DISPOSITION SERVICES. Section 4 Authority of Sales Contracting Officer (SCO) - On behalf of DLA DISPOSITION SERVICES, the SCO has the authority to represent DLA DISPOSITION SERVICES and to commit DLA DISPOSITION SERVICES to take such actions as permitted or required and to extend or waive timing requirements or deadlines as may reasonably be required under the performance of this contract. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 14

16 ARTICLE THREE Contract Financial Retention Section 1 Bid Deposit - Each bid must be accompanied by a refundable bid deposit in the form of a guaranteed instrument (cashier s or certified check) in the amount of one-hundred thousand dollars ($100,000.00) payable to U.S. Treasury. DLA DISPOSITION SERVICES will retain the Contractor s bid deposit until completion of the wind-down period. The bid deposit will be applied to any unpaid billings or to offset any other claim that DLA DISPOSITION SERVICES may have against the Contractor. DLA DISPOSITION SERVICES shall return any available balance of the bid deposit, without interest, to Contractor at the completion of the wind-down period. At time of contract award, DLA DISPOSTION SERVICES will used the approved bid percentage offered by contractor to estimate approximately two (2) months of material revenue. If bid deposit is not sufficient to cover this estimate, DLA DISPOSITION SERVICES will require the difference between the bid deposit and the 2 month estimated revenue. If the bid deposit is greater than two (2) months estimated material revenue, DLA will return the difference to the contractor within 90 days of contract award. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 15

17 ARTICLE FOUR Contract Performance Section 1 Performance Period - Subject to the early cancellation option provisions and the Termination for Convenience of the Government provisions, the Government shall provide property for a twenty-four (24) month period from the date of the initial delivery order to Contractor. DLA DISPOSITION SERVICES may exercise three one-year options to extend the performance period for up to an additional thirty six (36) months based on Government requirements. The Government may extend the term of this contract by providing written notice to the Contractor within 120 calendar days of contract end. The preliminary notice does not commit the Government to an extension. If the Government exercises this option, the extended contract shall be considered to include this option clause. Section 2 Phase-In Period - The Contractor must be fully operational and prepared to accept all property within two (2) months of award or December 30, 2015, whichever comes first. Contractor must notify the Government when they are ready to accept property. Contractor may request acceleration of referrals at any delivery point, and DLA DISPOSITION SERVICES will respond to such request in the exercise of its sole discretion. Section 3 Processing Requirements: The contractor must be able to DEMIL a minimum of 100,000 lbs of material per week at the location that will be handling the DEMIL property. DEMIL property must be destroyed/mutilated within five (5) business days of receipt and inventory at the processing facility. The contractor must be able to process 480,000 pounds of non-demil/dmf material weekly. DMF material must be destroyed within ten (10) business days of receipt and inventory. These estimates do not guarantee nor should it be inferred to guarantee an amount to be available to the contractor. Contractor must clearly document arrival dates, location shipped from, storage location at facility, and destruction/sales dates as outlined in Article 9 of this IFB. Section 4 Termination for Convenience of the Government The Government may terminate performance of work under this contract in whole or, from time to time, in part if the SCO determines that a termination is in the Government s interest. The SCO shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date. After receipt of a Notice of Termination, and except as directed by the SCO, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause: (1) Stop work as specified in the notice. (2) Unless otherwise directed by the SCO, place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities. Stop any pending sales and make no further sales to resale buyers. (3) Terminate all subcontracts to the extent they relate to the work terminated. (4) Unless otherwise directed by the SCO, assign to the Government, as directed by the SCO, all right, title, and interest of the property issued by Delivery Order whether in Contractor or subcontractor facilities. Whether property is in Contractor or subcontractor facilities, coordinate with the SCO the return of any property issued to the Contractor by Delivery Order to the Government or move property to Contractor owned facilities for Government retrieval upon written direction from the SCO. 16

18 (5) With approval or ratification to the extent required by the SCO, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts. (6) Take any action that may be necessary, or that the SCO may direct, for the protection and preservation of the property related to this contract that is under title and/or in the possession of the Contractor or subcontractor and in which the Government has or may acquire an interest until surrendered to the Government or its agent. The Contractor and SCO shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be a dispute under the Disputes clause. The Contractor shall submit a complete termination inventory schedule to include a list, certified as to DTID and quantity, of termination inventory no later than 30 calendar days from the effective date of termination, unless extended in writing by the SCO upon written request of the Contractor within this 30 calendar day period. The Government will review the inventory list within 14 calendar days and contact the Contractor with any discrepancies and notify the Contractor of items that the Contractor can retain title of. The retention of title of these items will be by mutual agreement. If the Contractor has any cost it wishes the Government to consider prior to the Government assessing settlement costs, they must be submitted within 14 calendar days of final removal of returned surplus property to the Government. Any cost submitted by the Contractor must be determined to be allocable, allowable, and reasonable and supported with documentation to the degree required by the SCO. Unless extended in writing by the SCO, upon written request of the Contractor, the SCO shall determine the settlement proposal within 14 calendar days of receipt of any submission of final Contractor settlement costs. If the Contractor fails to submit their proposal for settlement cost within the time allowed, the SCO may determine, on the basis of information available, the amount, if any, due the Contractor or owed by the Contractor. If the Contractor pays for return of the property issued on Delivery Order, the cost of return of the property issued by Delivery Order will be offset by any payment the Government has already received for said property. If the Government pays for the return of property payment received for the property will be returned less any Government determined settlement costs to be paid by the Government. The Contractor has 14 calendar days to review the contract settlement proposal and request any additional information. Payment to be made by either party shall be made within 30 calendar days of Contractor receipt of the settlement proposal. Any amount due the Contractor may include a reasonable allowance for profit for work completed. If the Contractor fails to pay settlement cost within the specified time, the cost will be deducted from any deposit funds available from the performance of this contract. Any remaining funds from the deposit will be returned by the Government. If the Contractor and the SCO fail to agree on the amount that may have been determined due to the Contractor by the Government due to the termination of the sales contract, the SCO shall pay the Contractor the amounts determined by the SCO within the specified time. Any amount due to be paid by the Contractor and not paid within the specified time period shall be charged interest based on the rate determined by the Secretary of Treasury. The cost principles and procedures of Part 31 of the Federal Acquisition Regulation, in effect on the date of this contract, shall govern all costs claimed, agreed to, or determined under this clause. 17

19 The Contractor shall have the right of appeal, under the Disputes clause, from any determination made by the SCO, except that if the Contractor failed to submit the termination settlement proposal or a request for equitable adjustment within the time provided. In arriving at the amount due the Contractor under this clause, there shall be deducted; (1) Any claim which the Government has against the Contractor under this contract; and (2) The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by the Contractor or sold under the provisions of this clause and not recovered by or credited to the Government. This clause has the same full effect, if this contract is terminated in partial. Unless otherwise provided in this contract or by statute, the Contractor shall maintain all records and documents relating to the terminated portion of this contract for 3 years after final settlement. This includes all books and other evidence bearing on the Contractor s costs and expenses under this contract. The Contractor shall make these records and documents available to the Government, at the Contractor s office, at all reasonable times, without any direct charge. If approved by the SCO, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents. Section 5 - Wind-Down Commencement Date - Beginning with the date that is the earlier of either the end of the performance period or the effective date of termination by reason of DLA DISPOSITION SERVICES or the Contractor exercising the early cancellation option or by reason of a material breach, the contract shall wind-down for a period of 120 calendar days. Section 6 - Cessation of Property Referrals - There shall be no further referrals of property by DLA DISPOSITION SERVICES to Contractor from the wind-down commencement date forward. Submission of Contractor required reports shall continue as before the wind-down commencement date until the wind-down is completed. Section 7 - Conduct of Wind-Down - From the wind-down commencement date forward, the Contractor shall perform their remaining obligations hereunder in accordance with the provisions of this contract. During contract wind-down period, should the Contractor elect not to sell or mutilate property that has been previously issued on a Delivery Order, it shall be the Contractor s sole responsibility for any cost associated with the return of the property to the Government. Any purchase price paid by the Contractor shall not be refunded to the Contractor. Contractor has 30 days from the last delivery to mutilate all controlled property delivered. Section 8 Phase-out period. Phase-out period is that time when the current contract is in effect and the current Contractor is performing against the contract. DLA Disposition Services will notify the Contractor that a follow on contract may be in place with another Contractor and run concurrently during the phase-out period. The phase-out period will be 30 days in duration. The Contractor must process all remaining mutilation or DEMIL inventory within 30 days of the end of the contract deliveries. Government personnel will have 10 business days to leave the facility with all Government equipment and documentation. 18

20 ARTICLE FIVE Distributions/Payments Section 1 Monthly Payments Contractor will pay DLA DISPOSITION SERVICES the billed amount for property delivered each month. DLA DISPOSITION SERVICES may issue multiple Statements of Account (SOAs) to the Contractor no later than the last day of each month. The SOA(s) will reflect the weight of the property issued to the Contractor during the prior month less any credits applied during the month for returned property. The balance reflected on the SOAs will be the amount owed to DLA DISPOSITION SERVICES by the Contractor for the particular month billed. Contractor is required to submit payment to DLA as directed by billing documents. Payments are due on the 25 th of the following month of which the inventory was delivered. Section 2 Method of Payment Payments made to DLA DISPOSITION SERVICES will be via an Electronic Funds Transfer (EFT). The account number for EFT and wire transfers will be provided by the SCO and updated whenever necessary. Section 3 Failure to Make Timely Payment - Should Contractor fail to pay to DLA DISPOSITION SERVICES the full amount owed as reflected on the SOAs each month on or before the date that such payment is due, DLA DISPOSITION SERVICES may, in its sole discretion, (i) apply that portion of the payment deposit that is necessary to pay the amount owed, and (ii) notify Contractor that such failure constitutes a material breach that the Contractor must cure within ten (10) calendar days of notice thereof by paying to DLA DISPOSITION SERVICES an amount equal to one-hundred twenty percent (120%) of the subject amount owed, which payment shall be applied by DLA DISPOSITION SERVICES to replenish and increase the amount of the payment deposit. The Contractor shall also be assessed interest on the payment based on the current rate as determined by the Secretary of Treasury. The interest will be added to the next month s Statement of Account(s). THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 19