EX-10.1 2 a09-4762_1ex10d1.htm EX-10.1

Exhibit 10.1

 

SALE OF GOVERNMENT PROPERTY
AMENDMENT OF INVITATION FOR BIDS/MODIFICATION OF CONTRACT

1.   AMENDMENT TO INVITATION FOR BIDS NO.:

  2.   EFFECTIVE DATE

  PAGE 1 OF 8 PAGES

 

 

 

 

 

 

SUPPLEMENTAL AGREEMENT NO.: 1

02/04/09

 

3.   ISSUED BY

  NAME AND ADDRESS WHERE BIDS ARE RECEIVED

 

 

DEFENSE REUTILIZATION AND MARKETING SERVICE

INTERNATIONAL SALES OFFICE, ATTN:DRMS-J362

74 N WASHINGTON STREET

BATTLE CREEK MI 49017-3092

  DEFENSE REUTILIZATION AND MARKETING SERVICE

  INTERNATIONAL SALES OFFICE, ATTN:DRMS.J362

  74 N WASHINGTON STREET

  BATTLE CREEK MI 49017-3092

 

 

o AMENDMENT OF INVITATION FOR BIDS NO.

(See Item 6)

  DATED

  x MODIFICATION OF CONTRACT NO.

      (See Item 8)

  08-0001-0001

  DATE

     07/31/08

 

 

 

 

6.                          THIS BLOCK APPLIES ONLY TO AMENDMENTS OF INVITATIONS FOR BIDS

The above numbered invitation for bids is amended as set forth in Item 9. Bidders must acknowledge receipt of this amendment unless indicated otherwise in Item 11 prior to the hour and date specified in the invitation for bids, or as amended, by one of the following methods:

 

(a)   By signing and returning          copies of this amendment;

(b)   By acknowledging receipt of this amendment on each copy of the bid submitted; or

(c)   By separate letter or telegram which includes a reference to the invitation for bids and amendment number

FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR BID. If by virtue of this amendment you desire to change a bid already submitted, such change may be made by telegram or letter, provided such telegram or letter makes reference to the invitation for bids and this amendment, and is received prior to the opening hour and date specified

 

7.     ACCOUNTING AND APPROPRIATION DATA (If required)

8.     THIS APPLIES ONLY TO MODIFICATION OF CONTRACTS

This Supplemental Agreement is entered into pursuant to authority of Mutual Agreement

 

9.    DESCRIPTION OF AMENDMENT/MODIFICATION (Except as provided below all terms and conditions of the document referenced in Item 5 remain in full force and effect)

Whereas Contract 08-0001-0001 was entered into on July 31, 2008 by and between the United States of America, hereinafter referred to as the GOVERNMENT, and LIQUIDITY SERVICES, INCORPORATED, hereinafter referred to as the CONTRACTOR, and whereas the contract involved property as described in Invitation For Bid 08-0001:

 

 

 

 

 

 

 

 

THE HOUR AND DATE FOR RECEIPT OF BIDS o IS NOT EXTENDED, o IS EXTENDED UNTIL             O’CLOCK

(LOCAL TIME)                DATE

 

10. BIDDER/PURCHASER NAME AND ADDRESS (Include ZIP Code)

 

LIQUIDITY SERVICES, INCORPORATED

1920 L Street NW, 6th Floor

Washington, DC 20036

  11. o BIDDER IS NOT REQUIRED TO SIGN THIS DOCUMENT

       x PURCHASE IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ORIGINAL AND 0 COPIES TO THE ISSUING OFFICE

 

 

12. SIGNATURE FOR BIDDER/PURCHASER

 

BY  

(SIGNATURE OF PERSON AUTHORIZED TO SIGN)

  15. UNITED STATES OF AMERICA

 

 

  BY       

  (SIGNATURE OF CONTRACTING OFFICER )

13. NAME & TITLE OF SIGNER (Type or print)

WILLIAM P. ANGRICK, III CEO

  14. DATE   SIGNED

  02/4/09

  16. NAME OF CONTRACTING OFFICER
  (Type or print)

  NEIL WATTERS

  17. DATE   SIGNED

  02/4/09

GPO: 1970 OF—390–461 (40-X)

STANDARD FORM 114D

JAN. 1970 EDITION

GENERAL SERVICES ADMINISTRATION

FPMR (41 CFR) 101-45.3
114-501

 


 

WHEREAS, Contract 08-0001-0001, General Statement of Contract, sixteenth paragraph, states: “The Contractor is required to participate in the Government’s Federal Asset Sales (eFAS) Program whereby the Contractor agrees to integrate all sales being conducted by the Contractor to the website, GovSales.gov, a Real and Personal Property Portal that facilitates the sale for all Government Agencies. Required quarterly reports reflecting Contractor sales performance must be provided to the GSA GovSales Planning Office.”

 

WHEREAS, Contract 08-0001-0001, Article Nine, Section 6 states: “Federal Asset Sales (FAS) Requirements – Contractor is required to transmit all active sales information for each property to the eFAS/GovSales.gov portal using one of the following methods:

 

·                  Property Listings in CSV format transmitted via SFTP

·                  Property Listings in XML format transmitted via web service/SOAP

 

On a quarterly basis, the Contractor is required to provide the following post sales data to the GovSales Planning Office:

 

·                  Total Number of Assets Sold – Assets sold equals number of individual assets sold not number of lots sold

·                  Total Number of Assets Posted on GovSales.gov Portal

·                  Gross Revenue Received – Revenue equals sales proceeds

·                  Percentage of Personal Property Assets Sold Equal to Greater than Market Value - This metric only applies to FSG 14 (Aircraft); FSG 19 (Boats); FSG 23 (Motor Vehicles including cars, trucks, buses, and motorcycles; and FSG 2420 (Wheeled Tractors)

·                  Cycle Time – Time that an asset leaves the RTD process through payment

·                  Total Net Sales Revenue – Proceeds minus costs

·                  Implementation Guide Provided”

 

WHEREAS DRMS Form 1427 (Notice of Award, Statement, and Release Document) reflects that the Up-Front Property Payment (Bid Percentage) is 2.2577%.

 

WHEREAS Contract 08-0001-0001, Item Description, Item 1, third paragraph, first sentence, states: “The Government will decide items to be sold to the Contractor regardless of Federal Supply Class (FSC), location, or demilitarization code.”

 

WHEREAS Contract 08-0001-0001, Article Six, Section 1(C) CONTRACTOR’S RIGHT TO NON-DELIVERY ORDER ITEMS, third sentence states: “The Government will decide items to be sold to the Contractor regardless of FSC, location, or demilitarization code.”

 

WHEREAS Contract 08-0001-0001, Item Description, Item 1, third paragraph, first sentence, states: “The Government guarantees to issue the Contractor the lesser of either 130,000 line items of property annually or issue to the Contractor, property with an annual acquisition value of $600,000,000 under this contract.”

 

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WHEREAS Contract 08-0001-0001, Article 8, Section 3 PROPERTY ASSURANCE CONTRACTOR DE-INCENTIVES, states: “De-Incentives will apply to the Contractor with regard to conducting a resale of items after DRMS has identified it as controlled or DEMIL required and placed the item on the DNS or DCC List. De-Incentives will apply in that DRMS will charge the Contractor 50% of the acquisition value of any item DRMS has identified to the Contractor as not eligible for sale based on the item commodity or demilitarization code, yet DRMS finds it for sale on the Contractor’s website.”

 

WHEREAS Contract 08-0001-0001, Article 12, Section 4(B), DRMS VERIFICATION OF ASSURANCE PROCESS states: “The DRMS Verification Office will conduct daily reviews of the items that the Contractor is offering for sale to ensure items appearing on the DNS List or DCC List are not being sold. De-Incentives will apply in that DRMS will charge the Contractor 50% of the acquisition value of any item DRMS has identified to the Contractor as not eligible for sale based on the item commodity or demilitarization code, yet DRMS finds it for sale on the Contractor’s website.”

 

WHEREAS Contract 08-0001-0001, Article 12, Section 5, CONTRACTOR WEB BASED APPLICATION, first sentence states: “Contractor must develop a web-based application for use on this contract with regard to reviewing property for accurate coding and sales eligibility.”

 

WHEREAS General Statements of Contract, fifth paragraph, states: “The successful bidder commits to purchase property issued under this contract on a Delivery Order for a thirty-six (36) month performance period commencing from the date of submission of the initial Delivery Order to the Contractor. DRMS may unilaterally exercise options to extend the performance period for up to an additional twenty-four (24) months via two twelve month options, based on Government requirements.”

 

WHEREAS Contract 08-0001-0001, Article 4, Section 1, PERFORMANCE PERIOD, first sentence states: “Subject to the early cancellation option provisions and the Termination for Convenience of the Government provisions, the Government shall provide property for a thirty-six (36) month period from the date of the initial delivery order to Contractor.”

 

WHEREAS General Statements of Contract, fourth paragraph, last sentence states: “Recycling Control Point (RCP) DLA Depot property will be issued to the Contractor at one of four DRMS Controlled Property Centers (CPCs) currently located at Columbus, OH; Norfolk, VA; Huntsville, AL; and Stockton, CA.”

 

NOW THEREFORE, it has been determined that the following actions will serve the best interest of the Government and Contractor:

 

Contract 08-0001-0001, General Statement of Contract, sixteenth paragraph, is changed to read, “The Contractor is required to participate in the Government’s Federal Asset Sales (eFAS) Program whenever acting as a sales broker when reselling non-DRMS asset Government property, whereby the Contractor agrees to integrate all sales being conducted by the Contractor to the website, GovSales.gov, a Real and Personal Property Portal that facilitates the sale for all Government Agencies.

 

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Required quarterly reports reflecting Contractor sales performance must be provided to the Sales Contracting Officer.”

 

Contract 08-0001-0001, Article Nine, Section 6, is changed to read, “Federal Asset Sales (FAS) Requirements – Contractor is required to transmit all active sales information for each non-DRMS asset Government property resold whenever acting as a sales broker for the Government to the eFAS/GovSales.gov portal using one of the following methods:

 

·                  Property Listings in CSV format transmitted via SFTP

·                  Property Listings in XML format transmitted via web service/SOAP

 

On a quarterly basis, the Contractor is required to provide the following post sales data to the Sales Contracting Officer:

 

·                  Total Number of Assets Sold – Assets sold equals number of individual assets sold not number of lots sold

·                  Total Number of Assets Posted on GovSales.gov Portal

·                  Gross Revenue Received – Revenue equals sales proceeds

·                  Percentage of Personal Property Assets Sold Equal to Greater than Market Value -

This metric only applies to FSG 14 (Aircraft); FSG 19 (Boats); FSG 23 (Motor Vehicles including cars, trucks, buses, and motorcycles; and FSG 2420 (Wheeled Tractors)

·                  Cycle Time – Time that an asset leaves the RTD process through payment

·                  Total Net Sales Revenue – Proceeds minus costs

·                  Implementation Guide Provided”

 

DRMS Form 1427 (Notice of Award, Statement, and Release Document) is changed to reflect that the Up-Front Property Payment (Bid Percentage) is 0.8000%.

 

Contract 08-0001-0001, Item Description, Item 1, third paragraph, first sentence is changed to read: “The Government will decide items to be sold to the Contractor regardless of Federal Supply Class (FSC), location, demilitarization code. or property condition. The Contractor has the contractual obligation to purchase cell property issued on a delivery order. However, the following FSCs will not be issued under this contract unless mutually agreed upon by both DRMS and the Contractor:

 

7025 – ADP Input/Output and Storage Devices

7010 – ADPE System Configuration

5805 – Telephone and Telegraph Equipment

5831 – Intercommunication and Public Address Systems, Airborne”

 

Contract 08-0001-0001, Article Six, Section 1(C) CONTRACTOR’S RIGHT TO NON-DELIVERY ORDER ITEMS, first sentence is changed to read: “The Government will decide items to be sold to the Contractor regardless of FSC, location, demilitarization code, or property condition. The Contractor has the contractual obligation to purchase all property issued on a delivery order.

 

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However, the following FSCs will not be issued under this contract unless mutually agreed upon by both DRMS and the Contractor:

 

7025 – ADP Input/Output and Storage Devices

7010 –ADPE System Configuration

5805 – Telephone and Telegraph Equipment

5831 – Intercommunication and Public Address Systems, Airborne”

 

Contract 08-0001-0001, Item Description, Item 1, third paragraph, first sentence, is changed to read: “Based on the deletion of FSCs 7025, 7010, 5805, and 5831 from this contract, the Government guarantees to issue the Contractor the lesser of either 124,000 line items of property annually or issue to the Contractor property with an annual acquisition value of $570,000,000 under this contract.”

 

Contract 08-0001-0001, Article 8, Section 3 PROPERTY ASSURANCE CONTRACTOR DE-INCENTIVES, is changed to add the following sentences at the end of the existing section: “De-Incentives applicable to property issued from a Controlled Property Center (CPC), or any Recycling Control Point (RCP) property issued from a DLA Depot, are waived until further notice by the Government. The Government will provide a five working day notice to Contractor reinstating the de-incentives for the property cited above. The de-incentives listed in this section continue to apply to all other property under this contract.”

 

Contract 08-0001-0001, Article 12, Section 4(B), DRMS VERIFICATION OF ASSURANCE PROCESS is changed to add the following sentences at the end of the existing section: “De-Incentives applicable to property issued from a Controlled Property Center (CPC) or any Recycling Control Point (RCP) property issued from a DLA Depot, are waived until further notice by the Government. The Government will provide a five working day notice to Contractor reinstating the de-incentives for the property cited above. The de-incentives listed in this section continue to apply to all other property under this contract.”

 

Contract 08-0001-0001, Article 12, Section 5 CONTRACTOR WEB BASED APPLICATION, first sentence is changed to read: “Contractor must develop a web-based application for use on this contract with regard to reviewing property for accurate coding and sales eligibility. The Government agrees that reasonable costs for Government requested enhancements to the web-based application throughout the term of the contract will be compensated to the Contractor by the Government throughout the term of the contract. Contractor is required to submit the costs associated with the Government requested enhancement and have written approval for cost compensation from the SCO prior to completing the enhancement.”

 

Contract 08-0001-0001, General Statements of Contract, fifth paragraph, is changed to read: “The successful bidder commits to purchase property issued under this contract on a Delivery Order for a thirty-six (36) month performance period commencing with Delivery Order 5. DRMS may unilaterally exercise options to extend the performance period for up to an additional twenty-four (24) months via two twelve month options, based on Government requirements.”

 

5


 

Contract 08-0001-0001, Article 4, Section 1, PERFORMANCE PERIOD, first sentence is changed to read: “Subject to the early cancellation option provisions and the Termination for Convenience of the Government provisions, the Government shall provide property for a thirty-six (36) month period from the date of Delivery Order 5.”

 

General Statements of Contract, fourth paragraph, last sentence is changed to read: “Recycling Control Point (RCP) DLA Depot property will be either issued to the Contractor at one of four DRMS Controlled Property Centers (CPCs) currently located at Columbus, OH; Norfolk, VA; Huntsville, AL; and Stockton, CA., or be shipped by the Government at Government expense to Contractor’s warehouses located at Columbus, OH and Oklahoma City, OK, at the Government’s discretion.”

 

The Government and the Contractor agree to stay (tolling any applicable statutes of limitation or similar equitable periods to the fullest extent possible) all known and unknown, asserted or unasserted claims existing as of the date of this contract modification and related to Contract Number 99-0001-0002 and Contract Number 08-0001-0001 (the “Claims”) for a period of 18 months commencing on the date this modification is signed (the “18 month period”). If Contract Number 08-0001-0001 remains in effect at the end of the 18 month period, then the Contractor and its affiliates agree to waive and release fully and finally the Claims cited above against the Government, except that nothing in this release shall waive or release any claims of the Contractor or its affiliates against the Government for non-payment under the payment provisions of Contract Number 99-0001-0002 for work performed, services provided, or costs incurred or for costs and damages (if any) associated with Kormendi/Gardner Partners v. Surplus Acquisition Venture, LLC and Government Liquidation, LLC presently pending in the United States District Court for the District of Columbia. If Contract No. 08-0001-0001 remains in effect at the end of the 18 month period then the Government agrees to waive the Claims cited above regardless of whether the Claims are against the Contractor or its affiliates. The Contractor and Government further agree that this Modification constitutes complete and final satisfaction for both parties arising from the changes to Contract Number 08-0001-0001 as set forth herein.

 

The Government will monitor the property pool delivered under Contract Number 08-0001-0001 such that the acquisition value of the property delivered in the FSCs listed below, as a group, does not exceed 60% of the acquisition value of the total property delivered over the term of this contract. If the acquisition value of the property delivered in the FSCs listed below exceeds 60% of the acquisition value of the total property delivered under the contract on a trailing 12 month basis (for the purposes in this modification: trailing 12 months represents 12 consecutive months previous to any Delivery Order issued by the Government applicable on the 13th month of performance and thereafter), the Government may choose to continue delivering the FSCs listed below and waive the 0.8% upfront bid price, for the FSCs listed below starting with the first Delivery Order of the 13th month of this contract as modified; or the Government may choose not to deliver some or all of the FSCs listed below until the acquisition value of the property, in the FSCs listed below, has dropped below 60% of the acquisition value of the total property delivered under the contract on a trailing 12 month basis. At any time during contract performance, the Government may choose to exclude and then reinclude property from the FSCs listed below, or issue such property with or without all or a portion of the 0.8% upfront bid price. Property from the FSCs listed below, if delivered without the full upfront bid

 

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price, will be excluded from calculations of the percent of property delivered for the purposes of meeting the acquisition value ratio calculated above, and has no impact on the Government’s minimum delivery requirement. For purposes of this paragraph, the Government’s Delivery Orders and adjustments therein represent the official record.

 

FSC

 

Description

1025

 

GUNS, OVER 150 MM THROUGH 200

1075

 

DEGAUSSING AND MINE SWEEPING EQUIPMENT

1080

 

CAMOUFLAGE AND DECEPTION EQUIPMENT

1240

 

OPTICAL SIGHTING AND RANGING EQUIPMENT

1660

 

AIRCRAFT AIR CONDITIONING, HEATING AND PRESSURIZING EQUIPMENT

1670

 

PARACHUTES; AERIAL PICK UP, DELIVERY, RECOVERY SYSTEMS

1680

 

MISCELLANEOUS AIRCRAFT ACCESSORIES AND COMPONENTS

2040

 

MARINE HARDWARE AND HULL ITEMS

2825

 

STEAM TURBINES AND COMPONENTS

2920

 

ENGINE ELECTRICAL SYSTEM COMPONENTS, NONAIRCRAFT

2930

 

ENGINE COOLING SYSTEM COMPONENTS, NONAIRCRAFT

2935

 

ENGINE COOLING SYSTEM COMPONENTS, AIRCRAFT PRIME MOVING

3010

 

TORQUE CONVERTERS AND SPEED CHANGERS

3020

 

GEARS, PULLEYS, SPROCKETS AND TRANSMISSION CHAIN

3040

 

MISCELLANEOUS POWER TRANSMISSION EQUIPMENT

3120

 

BEARINGS, PLAIN, UNMOUNTED

3408

 

MACHINING CENTERS AND WAY-TYPE MACHINES

3655

 

GAS GENERATING AND DISPENSING SYSTEMS, FIXED OR MOBILE

4120

 

AIR CONDITIONING EQUIPMENT

4140

 

FANS, AIR CIRCULATORS AND BLOWER EQUIPMENT

4240

 

SAFETY AND RESCUE EQUIPMENT

4330

 

CENTRIFUGALS, SEPARATORS AND PRESSURE AND VACUUM FILTERS

4410

 

INDUSTRIAL BOILERS

4440

 

DRIERS, DEHYDRATORS AND ANHYDRATORS

4510

 

PLUMBING FIXTURES AND ACCESSORIES

4610

 

WATER PURIFICATION EQUIPMENT

4630

 

SEWAGE TREATMENT EQUIPMENT

4730

 

HOSE, PIPE, TUBE, LUBRICATION AND RAILING FITTINGS

4810

 

VALVES, POWERED

4920

 

AIRCRAFT MAINTENANCE AND REPAIR SHOP SPECIALIZED EQUIPMENT

5305

 

SCREWS

5306

 

BOLTS

5307

 

STUDS

5310

 

NUTS AND WASHERS

5315

 

NAILS, MACHINE KEYS AND PINS

5320

 

RIVETS

5325

 

FASTENING DEVICES

5330

 

PACKING AND GASKET MATERIALS

5340

 

HARDWARE, COMMERCIAL

5355

 

KNOBS AND POINTERS

5360

 

COIL, FLAT, LEAF AND WIRE SPRINGS

5365

 

BUSHINGS, RINGS, SHIMS AND SPACERS

5411

 

RIGID WALL SHELTERS

5820

 

RADIO AND TELEVISION COMMUNICATION EQUIPMENT, EXCEPT AIRBORNE

5840

 

RADAR EQUIPMENT, EXCEPT AIRBORNE

5841

 

RADAR EQUIPMENT, AIRBORNE

5895

 

MISCELLANEOUS COMMUNICATION EQUIPMENT

5905

 

RESISTORS

 

7


 

5910

 

CAPACITORS

5920

 

FUSES, ARRESTORS, ABSORBERS, AND PROTECTORS

5925

 

CIRCUIT BREAKERS

5930

 

SWITCHES

5940

 

LUGS, TERMINALS AND TERMINAL STRIPS

5945

 

RELAYS AND SOLENOIDS

5950

 

COILS AND TRANSFORMERS

5961

 

SEMICONDUCTOR DEVICES AND ASSOCIATED HARDWARE

5975

 

ELECTRICAL HARDWARE AND SUPPLIES

5977

 

ELECTRICAL CONTACT BRUSHES AND ELECTRODES

5980

 

OPTOELECTRONIC DEVICES AND ASSOCIATED HARDWARE

5985

 

ANTENNAS, WAVEGUIDE AND RELATED EQUIPMENT

5998

 

ELECTRICAL AND ELECTRONIC ASSEMBLIES; BOARDS, CARDS AND ASSOCIATED HARDWARE

5999

 

MISCELLANEOUS ELECTRICAL AND ELECTRONIC COMPONENTS

6020

 

FIBER OPTIC CABLE ASSEMBLIES AND HARNESSES

6030

 

FIBER OPTIC DEVICES

6105

 

MOTORS, ELECTRICAL

6110

 

ELECTRICAL CONTROL EQUIPMENT

6130

 

CONVERTERS, ELECTRICAL, NONROTATING

6150

 

MISCELLANEOUS ELECTRIC POWER AND DISTRIBUTION EQUIPMENT

6160

 

MISCELLANEOUS BATTERY RETAINING FIXTURES AND LINERS

6210

 

INDOOR AND OUTDOOR ELECTRIC LIGHTING FIXTURES

6230

 

ELECTRIC PORTABLE AND HAND LIGHTING EQUIPMENT

6320

 

SHIPBOARD ALARM AND SIGNAL SYSTEMS

6340

 

AIRCRAFT ALARM AND SIGNAL SYSTEMS

6350

 

MISCELLANEOUS ALARM, SIGNAL AND SECURITY DETECTION SYSTEMS

6510

 

SURGICAL DRESSING MATERIALS

6532

 

HOSPITAL AND SURGICAL CLOTHING AND RELATED SPECIAL PUPOSES ITEMS

6605

 

NAVIGATIONAL INSTRUMENTS

6620

 

ENGINE INSTRUMENTS

6625

 

ELECTRICAL AND ELECTRONIC PROPERTIES MEASURING AND TESTING INSTRUMENTS

6660

 

METEOROLOGICAL INSTRUMENTS AND APPARATUS

6675

 

DRAFTING, SURVEYING AND MAPPING INSTRUMENTS

6680

 

LIQUID AND GAS FLOW, LIQUID LEVEL AND MECHANICAL MOTION MEASURING INSTRUMENTS

6685

 

PRESSURE, TEMPERATURE AND HUMIDITY MEASURING AND CONTROLLING INSTRUMENTS

6695

 

COMBINATION AND MISCELLANEOUS INSTRUMENTS

6740

 

PHOTOGRAPHIC DEVELOPING AND FINISHING EQUIPMENT

7021

 

ADP CENTRAL PROCESSING UNIT (CPU, COMPUTER), DIGITAL

7035

 

ADP SUPPORT EQUIPMENT

7045

 

ADP SUPPLIES

7240

 

HOUSEHOLD AND COMMERCIAL UTILITY CONTAINERS

8410

 

OUTERWEAR, WOMEN’S

8440

 

HOSIERY, HANDWEAR AND CLOTHING ACCESSORIES, MEN’S

 

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