2018_Region_6_Fire_Cache_Freight_Services_RFQ.docx

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

2. CONTRACT NO.

3.AWARD/EFFECTIVE DATE

1204H118Q0006

6. SOLICITATION ISSUE

DATE

03/30/2018

Kevin D Toombs Contracting Officer

b. TELEPHONE NUMBER (No collect calls) 541-419-7039

8. OFFER DUE DATE/

LOCAL TIME

4/30/2018 4:30 PM

USDA Forest Service Fire & Aviation Contracting Team Redmond, Air Center 1740 SE Ochoco Way Redmond, OR 97756

|X| SMALL BUSINESS |_| WOMAN –OWNED SMALL BUSINESS (WOSB)

|_| HUBZONE SMALL BUSINESS ELIGIBLE UNDER THE WOMEN OWNED SMALL

BUSINESS PROGRAM

|_| SERVICE DISABLE VETERAN- |_| ECONOMICALLY DISADVANTAGED WOMEN -

VETERAN-OWNED SMALL OWNED SMALL BUSINESS (EDWOSB)

BUSINESS |_| 8(A)

NAICS Code: 484121 Size Standard: $27.5 million

11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

|X| SEE SCHEDULE

12. DISCOUNT TERMS

14. METHOD OF SOLICATION

|X| RFQ |_| IFB |_| RFP

See Block 9

17a. CONTRACTOR/ OFFERER

TELEPHONE NO. DUNS #____________________

FAX NO. TIN #_____________________

E-Mail Address: ________________________ 18a. PAYMENT WILL BE MADE BY

Albuquerque Service Center Incident Finance 101B Sun Avenue NE Albuquerque, NM 87109

|_| 17b CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH

ADDRESS IN OFFER

18b. SUMBIT INVOICES TO ADDRESS SHOWN IN BLOCK 18A UNLESS BLOCK BELOW IS CHECKED |_| SEE ADDENDUM

19.

ITEM NO

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

2018 Region 6 Fire Cache Freight Services

25. ACCOUNTING AND APPROPRIATION DATA

JOB CODE

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

|X| 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5. |X| ARE |_| ARE NOT ATTACHED.

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

|X| 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ONE

COPY 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: REFERENCE RFQ 1204H118Q0006 OFFER DATED . 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

31a. UNITED STATES OF AMERICA (Signature Of Contracting Officer)

30b. NAME AND TITLE OF SIGNER (Type or Print)

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (Rev. 5/2011) Prescribed by GSA-FAR (48CFR 53.212

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See pages 3-7 for pricing

Submit responses with all documents, including Past Performance and Availability, to the address in Block 9 of the SF 1449. Put the solicitation number on the outside of the response package.

EMAILED OR FAXED RESPONSES WILL NOT BE ACCEPTED.

32a. QUANTITY IN COLUMN 21 HAS BEEN

|_| RECEIVED |_| INSPECTED |_| ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

CORRECTFOR

36. PAYMENT

|_| COMPLETE |_| PARTIAL

|_| FINAL

37. CHECK NUMBER

|_| PARTIAL

|_| FINAL

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER

FOR PAYMENT

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV.5/2011) BACK

B-1 - SCHEDULE OF ITEMS

LA GRANDE INTERAGENCY FIRE CACHE, La Grande, OR Base Year with 2 Renewable Option Periods

02 Transportation Services (With Government-owned Cache Vans)

03 Detention Rate Hour $55.00 $55.00 $55.00

BASIS OF AWARD

Once offers have been received, a list of all responsive offerors shall be compiled. The intent is for the Government to award up to three (3) contractors for the NOIFC Item as per the following paragraphs.

Basis for determining low, second low, third low, etcetera for ordering purposes will be to determine by the average cost per mile by adding the three zone mileage rates and dividing by three for Item 01 for each location. For example:

LA GRANDE INTERAGENCY FIRE CACHE

Unit prices shall be effective from the start work date, July 1, 2018 through June 30, 2019. Unit prices as of July 1st of each year will be subject to a mileage/fuel price adjustment if fuel prices increase or decrease by $0.20 or more per gallon from the last fuel survey. For the purpose of mileage/fuel adjustments fuel is considered to be 20% of the mileage rate based on the West Coast Fuel Average as published by the Energy Information Administration. See Mileage/Fuel Price Adjustment for Optional Years located in section H.

For award purposes the Government will consider other evaluation factors other than the lowest average cost per mile. These are past performance and the availability of tractor and trailers with dispatching capabilities from Contractor's Facility within a 50 mile radius of La Grande, Oregon.

Note: Contractor Facility is defined as "An existing facility (established office/terminal) that is staffed".

REDMOND FIRE CACHE, Redmond, OR Base Year with 2 Renewable Option Periods

02 Transportation Services (With Government-owned Cache Vans)

03 Detention Rate Hour $55.00 $55.00 $55.00

Once offers have been received, a list of all responsive offerors shall be compiled. The intent is for the Government to award up to four (4) contractors for the Redmond Fire Cache Item as per the following paragraphs.

Basis for determining low, second low, third low, etcetera for ordering purposes will be to determine the average cost per mile by adding the three zone mileage rates and dividing by three for Item 01 for each location. For example:

REDMOND CACHE

Unit prices shall be effective from the start work date, July 1, 2018 through June 30, 2019. Unit prices as of July 1st of each year will be subject to a mileage/fuel price adjustment if fuel prices increase or decrease by $0.20 or more per gallon from the last fuel survey. For the purpose of mileage/fuel adjustments fuel is considered to be 20% of the mileage rate based on the West Coast Fuel Average as published by the Energy Information Administration. See Mileage/Fuel Price Adjustment for Optional Years located in section H.

For award purposes the Government will consider other evaluation factors other than the lowest average cost per mile. These are past performance, balanced offers, and the availability of tractor and trailers with dispatching capabilities from Contractor's Facility within a 50 mile radius of Redmond, Oregon.

Note: Contractor Facility is defined as "An existing facility (established office/terminal) that is staffed".

WENATCHEE CACHE, East Wenatchee, WA Base Year with 2 Renewable Option Periods

02 Transportation Services (With Government-owned Cache Vans)

03 Detention Rate Hour $55.00 $55.00 $55.00

Once offers have been received, a list of all responsive offerors shall be compiled. The intent is for the Government to award up to three (3) contractors for the Wenatchee Cache Item as per the following paragraphs.

Basis for determining low, second low, third low, etcetera for ordering purposes will be to determine the average cost per mile by adding the three zone mileage rates and dividing by three for Item 01 for each location. For example:

WENATCHEE CACHE

Unit prices shall be effective from the start work date, July 1, 2018 through June 30, 2019. Unit prices as of July 1st of each year will be subject to a mileage/fuel price adjustment if fuel prices increase or decrease by $0.20 or more per gallon from the last fuel survey. For the purpose of mileage/fuel adjustments fuel is considered to be 20% of the mileage rate based on the West Coast Fuel Average as published by the Energy Information Administration. See Mileage/Fuel Price Adjustment for Optional Years located in section H.

For award purposes the Government will consider other evaluation factors other than the lowest average cost per mile. These are past performance, balanced offers, and the availability of tractor and trailers with dispatching capabilities from Contractor's Facility within a 50 mile radius of Wenatchee, WA.

Note: Contractor Facility is defined as "An existing facility (established office/terminal) that is staffed".

Section C – Description, Specifications, Statement of Work

C-1 SCOPE OF CONTRACT

The purpose and intent of this solicitation is to provide for Exclusive Use of Freight Services for the delivery of supplies and equipment for all hazardous emergencies, fire and pre-suppression activities to various locations in the Western States; and may be required within the Continental United States and Alaska as directed by the National Interagency Incident Support Cache's located at LaGrande Fire Cache at LaGrande, Oregon; Redmond Fire Cache at Redmond, Oregon; and the Wenatchee Cache at East Wenatchee, Washington. Volume of required delivery service will be determined by Incident Support activity. Delivery and pickup may be off paved roads where travel would be on gravel or dirt FS/BLM/State or County roads.

This is a one (1) year contract, which includes one base year with two (2) renewable options.

C-2 ROTATION SHEDULE (UP-WEEK)

Government will place orders on a rotation basis with the vendor having the lowest average mileage rate being scheduled first as shown below. Should the vendor not be able to perform during their up week then an order will be placed with the next scheduled vendor.

SCHEDULE (UP WEEK)

WEEK

START DATE

START TIME

END DATE

END TIME

C-3 CONTRACTOR OBLIGATIONS

Contractor shall:

(a) Have 24 hour per day, 7 day per week communication system in place to allow the Government to place oral orders.

(b) Furnish tractor(s) or a tractor(s) with trailer(s) and dollies as required, with driver(s) to the LaGrande Fire Cache at LaGrande, OR and the Wenatchee Cache at East Wenatchee, WA within 1-1/2 hours and to the Redmond Fire Cache at Redmond, OR within 1 hour after placement of order by the Government. Equipment and drivers shall comply with ICC, Federal, and State laws and regulations pertaining to safe and legal operating conditions. Additionally, the inside of the trailers shall be swept clean.

(c) Have required permits to operate within the states identified in C.1.

(d) Pre-positioning of empty trailer requirements:

(1) Redmond Fire Cache – 2 empty trailers

(2) LaGrande and Wenatchee - only if requested

(3) Trailer shall be 24 foot minimum to 53 foot maximum in length.

(e) Detention: The Government has up to two (2) hours to load and off-load supplies and equipment at no additional cost. After two (2) hours the Government is liable for detention costs.

(f) Trailer Rentals: When trailers are “dropped” at the incident per incident personnel direction those trailers will be identified as rented. Drivers will be required to provide that information back to the cache and also have it noted on the Emergency Freight Contract Service Request Form.

C-4 GOVERNMENT OBLIGATIONS

Government will:

(a) Load and unload trailer

(b) Provide complete set of shipping documents

(c) Identify any hazardous material items on the shipping document

(d) Provide subsistence and sleeping bag at the incident if held by the Government

C-5 GOVERNMENT FURNISHED PROPERTY

(a) If Government Furnished Property (GFP) is provided, the Contractor shall be required to sign a property receipt document. Upon Government request, GFP shall be returned to the Government in accordance with FAR Clause 52.245-1 (JAN 2017).

(b) The Government will deliver the following items to the Contractor upon arrival at the assigned work location:

(1) MSDS for the Transport of Hazardous Materials (will be included in driver packet).

(2) At the Governments Option, government owned cache vans.

(3) Driver Packet with Emergency Freight Contract Service Request form, MSDS, maps if necessary as well as other pertinent information and/or documents.

Section D – Packaging And Marking

N/A for this solicitation

Section E – Inspection and Acceptance

See FAR 52.214-4

Section F – Deliveries & Performance

F-1 AGAR 452.211-75 EFFECTIVE PERIOD OF THE CONTRACT (FEB 1988)

The effective period of this contract with options is from July 1, 2018 through June 30, 2019:

· Base year is from July 1, 2018 through June 30, 2019,

· Option 1 is from July 1, 2019 through June 30, 2020,

· Option 2 is from July 1, 2020 through June 30, 2021.

F-2 CONTRACT PERFORMANCE PERIODS

CONTRACT PERIOD AND RENEWAL OPTION - The contract period shall extend for one calendar year from date of award. However, at the option of the Government, the contract may be renewed for additional 1-year periods, not to exceed two (2) renewal periods as per the contract award, provided the Contracting Officer serves notice of intent to renew at least 60 days prior to contract expiration. The renewal will be with the same terms and conditions except that any renewal is subject to rate changes as per Section H - MILEAGE/FUEL PRICE ADJUSTMENT FOR RENEWAL OF OPTION YEARS.

Note: For ordering purposes the Emergency Freight Contract Service Request Form will be the Delivery Order.

Section G – Contract Administration Data

G-1 DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVES

(a) The Contracting Officer hereby designates the below named individual as the Contracting Officer’s Representative (COR):

(b) 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.

(c) 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).

(d) 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 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.

G-2 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 within the scope of the contract, it being understood that in all such matters they act solely as agents and representatives of the Government.

G-3 WARNING SIGNS AND RESTRICTIONS

Contractor shall be totally responsible for safety signing, barricades and other signing to maintain a safe site to the public and Government employees.

G-4 CONTRACTOR'S REPRESENTATIVE

The Government may, at its option, suspend work with full count of contract time continuing, if the Contractor fails to provide a Contractor's Representative (1) conversant in the English language and (2) able to read and understand the contract.

Section H – Special Contract Requirements

H-1 MILEAGE/FUEL PRICE ADJUSTMENT FOR RENEWAL OF OPTION YEARS

(a) Contract rates will be established and updated to reflect increases or decreases in the cost of performance of the contract work. The base fuel rate and increases or decreases used in establishing the mileage rates will be those indicated by the changes recorded and provided by the Energy Information Administration for the average diesel fuel costs for the West Coast. The web site is as follows: https://www.eia.gov/dnav/pet/pet_pri_gnd_dcus_r5xca_w.htm

(b) As of March 26th, 2018 the West Coast Fuel Average (minus California) rate for diesel was $3.147 per gallon.

(c) At the start of the contract, July 1, 2018 and subsequent renewals, a survey of the West Coast Fuel Average will be taken. An adjustment to the mileage rate will be made if the price of diesel has increased or decreased by more than $0.20 per gallon from the last survey. The adjustment (increase or decrease) will be applied to the mileage rate(s) as offered on the Schedule of items for that year and future option year.

(d) For adjustment purposes, if fuel prices have fluctuated by $0.20 per gallon, 20% of the difference between the old and new fuel price will be added or decreased to or from the renewal year and option year pricing as shown on the schedule of items. The adjusted rates will be used as the baseline for future option year adjustments.

Example – Price Adjustment Based on Fuel Costs

START OF CONTRACT JULY 1, 2009

July 01, 2009 West Coast Fuel/Diesel Price - $2,93 per Gallon Nov 10, 2008 Solicitation Fuel/Diesel Price - $2,91 per Gallon *Fuel Increase $0.02 per Gallon NO ADJUSTMENT MADE TO CONTRACT MILEAGE RATES - CHANGE IS LESS THAN $0.20 PER GALLON

START OF OPTION/RENEWAL YEARS JULY 1ST 2010 AND 2011

July 1, 2010 - West Coast Fuel/Diesel Price - $3.17 per Gallon Fuel pricing used for existing June 30th 2010 Mileage Rate - $2.93 per Gallon *Fuel Increase $0.24 per Gallon

*Note increase is greater than $0.20 per gallon

NOTE: The contractors prices offered for out years shall account for any increase in labor rates as a result of a new wage determination when exercising options. When the contractor determines that the economic adjustment does not cover an increase in labor rates as a result of a new wage determination, it is the contractor’s responsibility to document such increases and request any appropriate adjustments. Such an adjustment will be made in accordance with the Fair Labor Standards Act and Service Contract Act – Price Adjustment (Multiple Year and Option Contracts) see I-3 FAR 52.222-43.

H-2 FAR 52.236-7 PERMITS AND RESPONSIBILITES (NOV 1991) - Addendum

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any Federal, State, and municipal laws, codes, and regulations applicable to the performance of the work. The Contractor shall also be responsible for all damages to persons or property that occur as a result of the Contractor's fault or negligence. The Contractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the contract.

Section I – Contract Clauses

Block 27 of SF1449: The full text of a clause or provision may be accessed electronically at https://www.acquisition.gov/browsefar.

I-1 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.

ADDENDUM TO FAR 52.212-4

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

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.232-18 Availability of Funds (APR 1984)

52.237-2 Protection of Government Buildings, Equipment, and Vegetation (APR 1984)

0. Stop Work Order (AUG 1989)

AGRICULTURE ACQUISITION REGULATION (48 CFR CHAPTER 4) CLAUSES

I-3 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS (JAN 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(3) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

_X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (JAN 2011) of 52.219-4.

__ (13) [Reserved] _X (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Nov 2016) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

_X (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_X (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

_X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X (28) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

_X (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

_X (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

__ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

__ (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

__ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

__ (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

__ (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

_X (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).

__ (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

__ (44) 52.223-21, Foams (JUN 2016) (E.O. 13693).

__ (45)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

__ (ii) Alternate I (JAN 2017) of 52.224-3.

__ (46) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

__ (47)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

__ (48) 52.225-5, Trade Agreements (OCT 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X (49) 52.225-13,…