a.RACSnowPlowing_1204GG18Q0003_Solicitation.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE

Offeror to complete blocks 12, 17, 23, 24, & 30 888281 1 of 48

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

1204GG18Q0003 February 16th, 2018

7. FOR SOLICITATION

a. NAME b. TELEPHONE (No Collect Calls) 8. OFFER DUE DATE/

LOCAL TIME

INFORMATION CALL Rashauna Workman, Contract Specialist

(541) 383-5433

February 26th, @ 1:00 PM (PST)

9. ISSUED BY (MAIL OFFERS TO) CODE 10. THIS ACQUISITION IS

UNRESTRICTED

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED.

12. DISCOUNT TERMS

USDA FOREST SERVICE SET-ASIDE. 100% FOR SEE SCHEDULE

DESCHUTES NATIONAL FOREST

SMALL BUSINESS,

HUBZONE SMALL BUSINESS

13a. THIS CONTRACT IS A RATED ORDER

63095 Deschutes Market Rd. 8(A)

UNDER DPAS (15 CFR 700)

Bend, OR. 97701 SOLE SOURCE 13b. RATING

NAICS: 115310

14. METHOD OF SOLICITATION

SIZE STANDARD: $7.5M RFQ IFB RFP

15. DELIVER TO: CODE 16. ADMINISTERED BY CODE

USDA FOREST SERVICE

REDMOND AIR CENTER

1740 SE OCHOCO WAY

REDMOND, OR. 97756

Same as Block 9

17a. CONTRACTOR/OFFEROR CAGE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

DUNS #____________________________

Email: ____________________________

Invoice Processing Platform www.ipp.gov/index.html

TELEPHONE: TIN: 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER IS CHECKED: SEE ADDENDA

19.

ITEM NO,

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Redmond Air Center (RAC) Snow Plowing/Removal

Services

Deschutes National Forest

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 and ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 AND ADDENDA ARE ARE NOT ATTACHED.

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ORIGINAL 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.

29.

AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION (BLOCK 5), DATED

(BLOCK 30c) INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (Rev. 4/2002) PREVIOUS EDITION IS NOT USABLE Prescribed by GSA FAR (48 CFR) 53.212

Redmond Air Center (RAC) Snow Plowing/Removal Services

Solicitation # 1204GG18Q0003

19. ITEM NO 20. SCHEDULE OF SUPPLIES/SERVICES 21. QTY 22. UNIT 23. UNIT PRICE 24. AMOUNT

BASE YEAR: March 1st, 2018 – February 28th, 2019

1. Redmond Air Center (RAC) Snow Plowing/Removal –

1a. Roadway & Ramp Snow Plowing/Removal 1 Per

Hour

1b. Sidewalk Snow Plowing/Removal 1 Per

Hour

1c. Optional Plow Area (Shown in blue on attached map) 1 Per

Hour

OPTION YEAR 1: March 1st, 2019 – February 28th, 2020

2. Redmond Air Center (RAC) Snow Plowing/Removal -

2a. Roadway & Ramp Snow Plowing/Removal 1 Per

Hour

2b. Sidewalk Snow Plowing/Removal 1 Per

Hour

2c. Optional Plow Area (Shown in blue on attached map) 1 Per

Hour

OPTION YEAR 2: March 1st, 2020 – February 28th, 2021

3. Redmond Air Center (RAC) Snow Plowing/Removal -

3a. Roadway & Ramp Snow Plowing/Removal 1 Per

Hour

3b. Sidewalk Snow Plowing/Removal 1 Per

Hour

3c. Optional Plow Area (Shown in blue on attached map) 1 Per

Hour

OPTION YEAR 3: March 1st, 2021 – February 28th, 2022

4. Redmond Air Center (RAC) Snow Plowing/Removal -

4a. Roadway & Ramp Snow Plowing/Removal 1 Per

Hour

4b. Sidewalk Snow Plowing/Removal 1 Per

Hour

4c. Optional Plow Area (Shown in blue on attached map) 1 Per

Hour

OPTION YEAR 4: March 1st, 2022 – February 28th, 2023

5. Redmond Air Center (RAC) Snow Plowing/Removal -

5a. Roadway & Ramp Snow Plowing/Removal 1 Per

Hour

5b. Sidewalk Snow Plowing/Removal 1 Per

Hour

5c. Optional Plow Area (Shown in blue on attached map) 1 Per

Hour

Please provide a list of all equipment including the following information: year, type, make, model, and any special attachments that may be used.

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _______________________

32b. SIGNATURE OF AUTHORIZED GOVT.

REPRESENTATIVE

32c. DATE 32.d PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32.e MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32.f TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32.g E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

Table of Contents

1. DESCRIPTION OF WORK

2. PROJECT LOCATION

3. MAINTENANCE REQUIREMENTS FOR SNOW REMOVAL

4. EQUIPMENT REQUIREMENTS

5. PAYMENT

6. AGAR 42.215-73 POST AWARD CONFERENCE (NOV 1996)

7. FAR 52.211-10 COMMENCEMENT, PROSECUTION AND COMPLETION OF WORK (APR 1984)

8. GOVERNMENT FURNISHED PROPERTY

9. KEYS

10. GOVERNMENT FURNISHED FACILITIES

11. CPARS

12. SAFETY

13. AGAR 452.236-74 CONTROL OF EROSION, SEDIMENTATION, AND POLLUTION (NOV 1996)

14. SUSPENSIONS OF WORK FOR OTHER THAN GOVERNMENT'S CONVENIENCE

15. PROPERTY AND PERSONAL DAMAGE

16. LANDSCAPE PRESERVATION

17. PUBLIC OFFICIALS NOT PERSONALLY LIABLE

18. FINAL CLEANUP

19. DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE

20. APPROVAL OF SUBCONTRACTING

21. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

22. FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS--COMMERCIAL ITEMS (NOV 2017)

23. FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

24. FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT

25. FAR 52.217-7 OPTION FOR INCREASED QUANTITY—SEPARATELY PRICED LINE ITEM. (MAR 1989)28

26. FAR 52.211-18 VARIATION IN ESTIMATED QUANTITY (APR 1984)

27. FAR 52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS – COMMERCIAL ITEM

ACQUISITION (FEB 2007)

28. 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS LABOR AND HOUR CONTRACTS (AUG 2012) .. 28

29. LIST OF ATTACHED DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

30. FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-COMMERCIAL ITEMS (NOV 2017)

31. GOVERNMENT EMPLOYEES, FORMER USDA EMPLOYEES, AND USDA RETIREES

32. FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

33. ADDENDUM TO FAR 52.212-1, INSTRUCTIONS FOR SUBMISSION OF OFFERS AND OTHER INFORMATION

34. FAR 52.212-2 EVALUATION - COMMERCIAL ITEMS. (OCT 2014)

35. FAR 52.217-5 EVALUATION OF OPTIONS (JULY 1990)

1. DESCRIPTION OF WORK

The work consists of one Base Year and four Option Years for the plowing and removing of snow from the Redmond Air

Center on the Deschutes National Forest in accordance with the Maintenance Requirements for Snow Removal. This includes: snow plowing the roadways at the Redmond Air Center, RAG Ramp (as needed), the Cache 1 and 2 areas, and walkways to the Administration Building. The Training and Regional Aviation Group Building’s shall be cleared of snow.

All snow plowing/removal shall adhere to commercial standards. Contractor is required to furnish all fuel, labor, equipment, supervision, transportation, operating supplies, materials, and incidentals to complete the project work. See attached map for project area.

The Government will be responsible for monitoring and determining, when plowing shall be completed (anytime during the year). A determination for services will be made when, 3” (inches) or more of snow has accumulated at the project site and which specific area(s) snow plowing/removal services are needed. Contractor shall contact the COR regularly to check snow depths of the project area and for authorization prior to conducting any snow plowing maintenance. Once authorization has been given by the COR or Contracting Officer; Contractor shall plow the designated areas that were requested at that time. All removed snow shall be placed in non-traffic areas as directed by the COR.

Each snow plowing request will be issued verbally designated to meet specific snow removal requirements within the scope of this contract by the COR or Contracting Officer. All plowing requests will be followed up with a confirmation via email or in writing.

2. PROJECT LOCATION

Redmond Air Center

1740 SE Ochoco Way

Redmond, OR. 97756

3. MAINTENANCE REQUIREMENTS FOR SNOW REMOVAL

a) Work shall be performed in a manner to preserve and protect roads, appurtenances, to prevent erosion damage to roads, streams, and other Forest values.

b) Banks shall not be undercut nor shall gravel or other surfacing material be bladed off the road.

c) Snow removal shall be controlled to identify the traveled way (the portion of the roadway designated for the movement of vehicles.

d) Contractor shall remove snow from all of the traveled way, for safe and efficient use and shall be disposed of out of the drainages at agreed upon locations.

e) Contractor shall erect safety signs when operating any equipment on the roadway. Signs shall meet requirements of the latest edition of the Manual on Uniform Traffic Control Devices.

f) All blades or plows shall be equipped with shoes or runners to keep the blade a minimum of two (1”) inch above the road surface unless agreed upon in writing by the Contracting Officer. When plowing snow from a paved surface, the blade or plow may come in contact with the paved surface.

g) Contractor shall notify COR within one business day of accomplishing work and shall include a detail of the work accomplished, the dates of each snow removal, equipment used with start and end meter readings of each piece of equipment.

4. EQUIPMENT REQUIREMENTS

a) Equipment shall be in good operating condition, of the modern design, with a competent and qualified operator. All equipment, except trucks, shall be equipped with rollover protection canopies.

b) Contractor may use any type or size of equipment generally used to remove snow, providing the type or use of equipment is not restricted in the current Deschutes NF Commercial Road Rules document, and the equipment used to remove snow shall not cause damage to the road. All equipment anticipated to be used in this contract shall be provided and include the following information: year, type, make, model, and any special attachments that may be used.

c) All equipment and vehicles to be used at the project site shall be cleaned and free of invasive species (noxious weeds), seeds, external grease and oil, and shall be inspected prior to entrance on Federal Lands. The restriction shall include equipment and vehicles intended for off-road use as well as on road use, whether they are owned, leased, or borrowed by the Contractor or Subcontractor.

d) All protective plating and armoring shall be in intact and properly functioning on the equipment to reduce the potential for damaging hydraulic hoses or the undercarriage.

e) Spill kit approved by OSHA for petroleum leaks shall be on site at all times.

5. PAYMENT

Payment will be made on a per-plow basis. All invoices shall be submitted once a month through the Invoice Processing

Platform System (IPP). Each invoice shall be itemized separately by line item, include all plow/removal dates, beginning and ending times, and the total number of hours worked for each snow plow/removal. Failure to provide complete information on each invoice will result in delaying the acceptance of work and the processing of the payment. Contractor shall provide a receipt or shift ticket at time of service and shall be signed by the COR verifying the number of hours worked prior to approving payment and will be used to verify invoice prior to approving payment.

6. AGAR 42.215-73 POST AWARD CONFERENCE (NOV 1996)

(a) A post award conference with the successful offeror(s) is required. It will be scheduled within 7 days after the date of contract award. The conference will be held at the Redmond Air Center in Redmond, OR; unless otherwise changed by mutual agreement.

(b) Contractor designated representative or foreman (whomever the Contractor will have on the site) shall be present at the post award conference.

7. FAR 52.211-10 COMMENCEMENT, PROSECUTION AND COMPLETION OF WORK (APR 1984)

The Contractor shall be required to (a) commence work under this contract within 1 calendar day after the date the

Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than the time specified on the Award.

Estimated start date is: March 1, 2018.

ITEM NO. ESTIMATED START WORK DATE CONTRACT TIME (Calendar Days)

Base Year March 1, 2018 Through February 28, 2019

Option Year 1 March 1, 2019 Through February 28, 2020

Option Year 2 March 1, 2020 Through February 28, 2021

Option Year 3 March 1, 2021 Through February 28, 2022

Option Year 4 March 1, 2022 Through February 28, 2023

8. GOVERNMENT FURNISHED PROPERTY

The Government will provide a key card for use in the performance of this contract. This property shall be used and maintained by the Contractor in accordance with provisions of FAR Clause 52.245-2 “Government Property (Fixed Price

Contracts)” hereby incorporated by reference into the contract in accordance with FAR 52.252-2 “Clauses Incorporated by Reference” found herein.

Item No.

Property

Description Property Value Qty. Location Date Available

1 Key Card $25.00 1 RAC Post Award Mtg.

9. KEYS

The Government will provide a key card for admittance of Contractor and/or Contractor Employees after hours for the facility is covered under the resultant contract. The Contractor shall be responsible for any damage, theft, or other misconduct of employees if unauthorized entry to the premises is gained by the use of the Government provided key. Key shall be returned to the Contracting Officer’s Representative prior to final payment. If the key is not returned, final payment may be held.

10. GOVERNMENT FURNISHED FACILITIES

The Government may provide parking space for up to two (2) snow plowing/removal equipment units at the Redmond Air

Center during the period of performance stated in the contract. Equipment stored at this location shall be solely for the use of snow plowing/removal within the terms and conditions established in the contract.

11. CPARS

CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM

All Contractors shall ensure that they are registered with the Contractor Performance Assessment Reporting System within 30 days of contract award. System information can be found at: https://cpars.csd.disa.mil/cpars/app/home.do

12. SAFETY

The following are some safety hazards identified while performing road and bridge construction/reconstruction activities on the National Forest. The contractor shall provide a written, job specific safety plan addressing these hazards at the post award conference.

1. Traffic Hazards

A. Narrow, gravel- or native-surfaced forest roads

1. Recreational traffic

2 Pedestrians, skiers, snowmobiles

3. Foggy/snowy conditions when following or meeting other vehicles

4. Ice/snow covered running surface & slippery conditions

B. Obstructions in Road

1. Livestock and wildlife

2. Rolling rocks

3. Downed timber

2. Heavy Equipment Operation

While operating or working adjacent to or near heavy equipment, strict attention should be given to safety procedures. Injury, disability, or death may occur during any of the following:

A. Backing

B. Clearance around equipment

C. Steep side slopes or soft ground / rollover

D. Refueling

E. Equipment limitations

F. Unsafe equipment / lack of safety equipment https://cpars.csd.disa.mil/cpars/app/home.do

3. Human Factors

A. Operator fatigue

B. Potential injury during trailer, bucket, plow, and other connections or retrofitting.

C. Cold/hypothermia

13. AGAR 452.236-74 CONTROL OF EROSION, SEDIMENTATION, AND POLLUTION (NOV 1996)

A. Operations shall be scheduled and conducted to minimize erosion of soils and to prevent silting and muddying of streams, rivers, irrigation systems, and impoundments (lakes, reservoirs, etc.).

B. Pollutants such as fuels, lubricants, bitumen’s, raw sewage, and other harmful materials shall not be discharged on the ground; into or nearby rivers, streams, or impoundments; or into natural or man-made channels. Wash water or waste from concrete or aggregate operations shall not be allowed to enter live streams prior to treatment by filtration, settling, or other means sufficient to reduce the sediment content to not more than that of the stream into which it is discharged.

C. Mechanized equipment shall not be operated in flowing streams without written approval by the Contracting Officer.

14. SUSPENSIONS OF WORK FOR OTHER THAN GOVERNMENT'S CONVENIENCE

The Contracting Officer may issue orders to suspend the work wholly or in part for such period of time as deemed necessary because of: (1) weather or ground conditions when further prosecution of the work might cause environmental or resource damage to the project, access roads to the project, or adjacent property. Such action would include but not be limited to instances such as siltation of streams, damage to access roads, rutting of project roads which causes otherwise suitable soils to be muddy or unsuitable; or (2) failure of the Contractor to comply with specifications such as but not limited to placement of frozen material in fills, placing of asphalts at temperatures lower than those specified, performing work prior to prerequisite approvals, operating equipment not meeting fire requirements, or when conditions exist which do not meet safety requirements. Whether or not a suspend work notice is issued, the Contractor shall be responsible for correcting any damage caused by its operation, whether inside or outside project limits, at no cost to the Government.

Such suspensions shall not be considered as suspensions for the Convenience of the Government under FAR 52.242-14, Suspension of Work, and shall not qualify for an equitable adjustment.

15. PROPERTY AND PERSONAL DAMAGE

(a) The Contractor shall use every precaution necessary to prevent damage to public and private property. Land monuments and property markers shall not be disturbed until the Contracting Officer, or his/her representative, has witnessed or otherwise referenced their location and directed their removal.

(b) The Contractor shall be responsible for all damage to property and to persons, including third parties, that occur as a result of his/her agent's or employee's fault or negligence. The term "third parties" is construed to include employees of the government.

16. LANDSCAPE PRESERVATION

The Contractor shall give attention to the effect of contract operation upon the landscape, shall take care to maintain natural surroundings undamaged, and shall conduct the work at all times in compliance with the following requirements.

a. Prevention of the Landscape Defacement. The Contractor shall not remove, deface, injure, or destroy trees, shrubs, lawns, or other natural features or any other improvements in the work area unless specifically authorized by the

Contracting Officer. Unless otherwise provided herein, the Contractor shall confine contract operations to within the areas designated in contract documents.

b. Protection of Streams, Lakes, and Reservoirs. The Contractor shall take sufficient precautions to prevent pollution of streams, lakes, small ponds, and reservoirs with fuels, oils, bitumen’s, calcium chloride, silt, or other harmful materials.

Mechanical equipment shall not be operated in live streams without written approval of the Contracting Officer.

17. PUBLIC OFFICIALS NOT PERSONALLY LIABLE

There shall be no personal liability upon the Contracting Officer or officer in charge, their agents or employees, for any act performed in the discharge of any duty imposed or the exercise of any power or authority conferred upon them, by, or with the scope of the contract, it being understood that in all such matters they act solely as agents and representatives of the Government.

18. FINAL CLEANUP

Before final acceptance, all areas occupied by the Contractor in connection with the work shall be cleaned of all contractor’s rubbish, excess materials, temporary structures, and equipment, and all parts of the work area shall be left in a neat and presentable condition.

19. DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE

The Contracting Officer designates the Contracting Officer's Representative(s) (COR). The COR is responsible for administering the performance of work under this contract. In no event, however, will any understanding, agreement, modification, change order, or other matter deviating from the terms of this contract be effective or binding upon the

Government unless formalized by proper contractual documents executed by the Contracting Officer prior to completion of the contract.

The Contracting Officer should be informed as soon as possible of any actions or inactions by the Contractor or the

Government which will change the required delivery or completion times stated in the contract, and the contract will be modified accordingly. (This does not apply to individual task assignments which were issued by the COR provided they do not affect the delivery schedule or performance period stated in the contract.)

On all matters that pertain to the contract terms, the Contractor must communicate with the Contracting Officer.

Whenever, in the opinion of the Contractor, the COR requests effort outside the scope of the contract, the Contractor should so advise the COR. If the COR persists and there still exists a disagreement as to proper contractual coverage, the

Contracting Officer should be notified immediately, preferably in writing if time permits. Proceeding with work without proper contractual coverage could result in nonpayment or necessitate submittal of a contract claim.

20. APPROVAL OF SUBCONTRACTING

The Contractor shall request approval from the Contracting Officer prior to entering into any subcontract arrangement. The subcontractor shall have the experience and be equipped for such work. The written notification shall include as a minimum:

A. The name, address and telephone number of the subcontractor.

B. The date upon which the subcontract was entered into and its duration

C. A detailed description of the work being subcontracted including a listing of contract items, units, etc., as appropriate.

D. Documentation of the subcontractor's representative authority.

Subcontracting any portion of the contract shall not relieve the Prime Contractor of any responsibility under this contract.

Any subcontract agreement shall contain all terms and conditions of the prime contract.

21. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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 41 U.S.C. chapter 71,Contract Disputes. 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 of 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, 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— System for Award Management, or 52.232-34, Payment by

Electronic Funds Transfer—Other Than System for Award Management), 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 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 41 U.S.C. 7109, 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 at 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. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41

U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C.

chapter 21 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, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations 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.

(9) The specification.

(t) System for Award Management (SAM).

(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 SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM 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 SAM database to ensure it is current, accurate and complete. Updating information in the SAM 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 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 SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(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 SAM 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 SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM 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

SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31

U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the

EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the

Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

Alternate I (Jan 2017) When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

https://www.acquisition.gov/

(a) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the

Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The

Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)

(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel;

or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor’s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(e) Definitions.

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means—

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate:

[Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the

Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the

Disputes clause of this contract.

(3) If the Schedule provided rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the--

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs…