* Confidential Treatment Requested Page 2 of 7
Exhibit 10.42
ORDER FOR SUPPLIES OR SERVICES
PAGE OF PAGES 1 of 1
IMPORTANT: Mark all packages and papers with contract and/or order numbers.
1. DATE OF ORDER 12/27/2011
2. CONTRACT NO. (If any)*
3. ORDER NO. *
4. REQUISITION/REFERENCE NO.
5. ISSUING OFFICE (Address correspondence to)
General Service Administration, Federal Acquisition Service
6. SHIP TO:
a. NAME OF CONSIGNEE
*
b.STREET ADDRESS
2200 Crystal Drive Suite 300
c. CITY
Arlington
d. STATE VA
e. ZIP CODE 22203
f. SHIP VIA
7. TO:
8. TYPE OF ORDER
a. PURCHASE
REFERENCE YOUR:
Please furnish the following on the terms and conditions specified on both sides of this order and on the attached sheet, if any, including delivery as indicated.
b. DELIVERY Except for billing instructions on the reverse, this delivery order is subject to instructions contained on this side only of this form and is issued subject to the terms and conditions of the above-numbered contract.
9. ACCOUNTING AND APPROPRIATION DATA
10. REQUISITIONING OFFICE
General Services Administration, FAS
11. BUSINESS CLASSIFICATION (Check appropriate box(es))
a. SMALL b. OTHER THAN SMALL c. DISADVANTAGED d. WOMEN-OWNED e. HUBZone
f. SERVICE-DISABLED VETERAN-OWNED
g. WOMEN-OWNED SMALL BUSINESS (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM h. ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS (EDWOSB)
12. F.O.B. POINT
13. PLACE OF a. INSPECTION b. ACCEPTANCE
14. GOVERNMENT B/L NO.
15. DELIVER TO F.O.B. POINT ON OR BEFORE (Date)
09/30/2012
16. DISCOUNT TERMS
17. SCHEDULE (See reverse for Rejections)
ITEM NO.(a) 1
SUPPLIES OR SERVICES (b)
Task Order to *
QUANTITY
ORDERED (c) 1
UNIT (d) 1
UNIT PRICE (e)
AMOUNT (f)
0
0
0
0
0
0
0
0
0
0
0
0
0
QUANTITY
ACCEPTED (g)
17(h) TOT. (Cont. pages)
17(i)GRAND TOTAL
SEE BILLING INSTRUCTIONS ON REVERSE
18. SHIPPING POINT
19. GROSS SHIPPING WEIGHT
20. INVOICE NO.
21. MAIL INVOICE TO:
a. NAME
GSA Finance Center (6BCP) Financial Operations & Disbursement Division
b. STREET ADDRESS (or P.O. Box)
P.O BOX 419279
c. CITY Kansas City
d. STATE MO
e. ZIP CODE 64141
$*
22. UNITED STATES OF
AMERICA BY (Signature)
23. NAME (Typed)
ERNESTO MARTINEZ
TITLE: CONTRACTING/ORDERING OFFICER
AUTHORIZED FOR LOCAL REPRODUCTION
PREVIOUS EDITION NOT USABLE
OPTIONAL FORM 347 (REV. 5/2011)
Prescribed by GSA/FAR 48 CFR 53.213(f)
* Confidential Treatment Requested
SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS
OFERROR TO COMPLETE BLOCKS 12, 17, [ILLEGIBLE], 24 & 30
1. REQUISITION NUMBER
PAGE 1 of 7
2. CONTRACT NUMBER *
3. AWARD/EFFECTIVE DATE
1/21/2012
4. ORDER NUMBER
5. SOLICITATION NUMBER RFP No. *
6. SOLICITATION ISSUE DATE 10/25/11
7. FOR SOLICITATION INFORMATION CALL
a. NAME
*
b. TELEPHONE NUMBER
*
8. OFFER DUE DATE / LOCAL TIME 11/18/11 at 5:00 PM Eastern Time
9. ISSUED BY CODE
General Services Administration,
Federal Acquisition Service
Travel Acquisition Support Division
2200 Crystal Drive, Suite 300 Arlington, VA 22203
10. THIS ACQUISITION IS
[X] UNRESTRICTED
[ ] SET ASIDE % FOR
[ ] SMALL BUSINESS
[ ] SMALL DISADV BUSINESS
[ ] 8(A)
51C 7374 (Data Processing) SIZE STANDARD: $25 Million
(Updated threshold)
11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED [X] SEE SCHEDULE
12. DISCOUNT TERMS
13a. THIS CONTRACT is Not RATED ORDER UNDER OPAS (15 CFR 700)
13b RATING
14. METHOD OF SOLICITATION
[] RFQ [] IFB [X] RFP
15. DELIVER TO
CODE
See schedule
16. ADMINISTERED BY
CODE
Same as Block 9
17a. CONTRACTOR
OFFEROR
TRX, Inc.
29 [ILLEGIBLE]0 Clairmont Rd, NE, Suite 300 Atlanta, GA 30329 Telephone ###-###-####
FACILITY CODE
[ ] 17b CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER
18a. PAYMENT WILL BE MADE BY
CODE
GSA Finance Center [GBCP]
Financial Operations & Disbursement Division
P.O Box 419279
Kansas City, MO 64141
Telephone: *
18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK BELOW IS CHECKED
19 ITEM NO.
20. SCHEDULE OF SUPPLIES/SERVICES
21. QUANTITY
22. UNIT
23. UNIT PRICE (S$)
24. AMOUNT (S$)
*
See Schedule of Prices
ACCOUNTING AND APPROPRIATION DATA
26. TOTAL AWARD AMOUNT (For Govt. Use Only)
[] 27a. SOLICITATION INCORPORATED BY REF. FAR 52.212-4, FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA [X] ARE [ ] NOT ATTACHED.
[X] 27b. CONTRACT/PURCHASE ORDER INCORPORATES FAR 52.212-4 AND FAR 52.212-5 BY REFERENCE. ADDENDA
[ ] ARE [X] ARE NOT ATTACHED
[X] 28 CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN TWO (2) COPIES TO ISSUING OFFICE CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.
[X] 29. AWARD OF CONTRACT: REFERENCE OFFER DATED 12/19/11 YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:
30a SIGNATURE OF OFFEROR/CONTRACTOR 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) David Catheart. CFO 30c. DATE SIGNED 22 Dec 2011
31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)
31b NAME OF CONTRACTING OFFICER [TYPE OR PRINT]
Ernesto Martinez
31c DATE SIGNED
12/23/2011
Standard Form 1449 (Rev 3 2011)
Prescribed by GSA FAR (48) 53.21
* Confidential Treatment Requested
SECTION A GENERAL AWARD INFORMATION
A.1. FAR 52.216-1 TYPE OF CONTRACT (APR 1984)
This award is a Firm Fixed Price Indefinite Delivery/Indefinite Quantity (FFP/IDIQ) contract.
A.2. MINIMUM CONTRACT VALUE
The minimum revenue guaranteed amount for the base period will be equivalent to the first quarterly payment, the dollar amount which is * Optional periods of performance, if exercised, will contain * contract value.
A.3. MAXIMUM CONTRACT VALUE
The maximum amount of services the Government will order under this contract is *.
A.4 TASK ORDER MINIMUM
The minimum task order dollar value that the Contractor is obligated to accept is *.
A.5 TASK ORDER MAXIMUM
The maximum individual task order or task order modification dollar value that the Contractor is obligated to accept is *.
A.6. SUCCESSFUL PROPOSAL INCORPORATED BY REFERENCE
The Contractors proposal dated November 18, 2011 as amended December 16, 2011 is hereby incorporated by reference.
* Confidential Treatment Requested
Page 2 of 7
SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS
The period of performance, including options is January 21, 2012 through January 20, 2013, with three 6-month options to renew as follows:
Option 1 January 21, 2013 through July 20, 2013
Option 2 July 21, 2013 through January 20, 2014
Option 3 January 21, 2014 through July 20, 2014
B.1 BASE PERIOD January 21, 2012 January 20, 2013
Contract | Description | Estimated Quantity/ Frequency | Unit of Issue | Annual Total* | ||||
0001 | * | * | * | * | ||||
0002 | * | * | * | * | ||||
0003 | * | * | * | * | ||||
0004 | * | * | * | * * | ||||
0005 | * | * | * | * | ||||
0006 | * | * | * | * | ||||
* |
* | * unit service rate to be billed *. The Government makes no guarantee regarding estimated quantities. |
* Confidential Treatment Requested
Page 3 of 7
B.2 OPTION PERIOD 1 January 21, 2013 July 20, 2013
Contract | Description | Estimated Quantity | Unit of Issue | Semi- Annual Total* | ||||||
0020 | * | * | * | * | ||||||
0021 | * | * | * | * | ||||||
0022 | * | * | * | * | ||||||
0023 | * | * | * | * | ||||||
0024 | * | * | * | * | ||||||
0025 | * | * | * | * | ||||||
* |
* | * unit service rate to be billed *. The Government makes no guarantee regarding estimated quantities. |
* Confidential Treatment Requested
Page 4 of 7
B.3 OPTION PERIOD 2 July 21, 2013 January 20, 2014
Contract | Description | Estimated Quantity | Unit of Issue | Semi Annual Total* | ||||||
0040 | * | * | * | * | ||||||
0041 | * | * | * | * | ||||||
0042 | * | * | * | * | ||||||
0043 | * | * | * | * | ||||||
0044 | * | * | * | * | ||||||
0045 | * | * | * | * | ||||||
* |
* | * unit service rate to be billed *. The Government makes no guarantee regarding estimated quantities. |
* Confidential Treatment Requested
Page 5 of 7
B.4 OPTION PERIOD 3 January 21, 2014 July 20, 2014
Contract | Description | Estimated Quantity | Unit of Issue | Semi- Annual Total* | ||||||
0060 | * | * | * | * | ||||||
0061 | * | * | * | * | ||||||
0062 | * | * | * | * | ||||||
0063 | * | * | * | * | ||||||
0064 | * | * | * | * | ||||||
0065 | * | * | * | * | ||||||
* |
* | * unit service rate to be billed *. The Government makes no guarantee regarding estimated quantities. |
SECTION C Terms and Conditions and Conveyance of Documents
This contract consists of the following documents:
1. Solicitation QMAD-MM-110001-N
2. Contractors clarification questions received on November 4, 2011
3. GSA answers to clarification questions issued on November 14, 2011
4. Contractors Technical Proposal dated November 19, 2011 as amended
5. Contractors Final Price Proposal Revision dated December 16, 2011
6. Letter from TRX dated December 12, 2011 assuring Financial Stability
* Confidential Treatment Requested
Page 6 of 7
SECTION D Point of Contacts and Responsibility
A GSA Contracting Officer or a representative will perform management of this contract. The Program Manager (or designee) shall be capable of providing all technical assistance and clarification required for the performance of this effort.
Title | Name | Telephone, Email Address | ||
Program Manager | * | Phone: * Email: * | ||
Contracting Officer (CO) | * | Phone: * Email: * | ||
Contracting Officers Representative (COR) | * | Phone:* Email: * |
SECTION E Contract Administration Invoices
Invoices will be paid in accordance to Section 9 of Solicitation QMAD-MM-110001-N.
In order to mitigate deficiencies in services/reporting TRX and GSA will hold * reviews of invoices as well as * meetings to establish and measure the achievement of objectives with additional meetings as needed in order to ensure quality.
Remittance Address: The Government will pay TRX, upon * of invoices for services rendered. Payment is due * All payments will be remitted to the following address:
Receiving Financial Institution: Atlantic Capital Bank
*
*
Other Payments to:
TRX, Inc
2970 Clairmont Road NE, Ste. 300
Atlanta, Georgia 30329 USA
Contract Reference Numbers:
*
*
OTHER TERMS AND CONDITIONS APPLICABLE TO THIS CONTRACT
1. | For purposes of this contract, a transaction is hereby defined as * |
* Confidential Treatment Requested
Page 7 of 7