12474019R0013.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF 70

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER

12474019R0013

6. SOLICITATION ISSUE DATE

07/25/2019

7. FOR SOLICITATION

INFORMATION

CONTACT:

a. NAME

Beverly Brown

b. TELEPHONE NUMBER (no collect calls)

540-361-1126

8. OFFER DUE DATE/

LOCAL TIME

08/14/2019

2:00 pm eastern

9. ISSUED BY CODE 6395 10. THIS ACQUISITION IS

USDA, AMS, Cotton and Tobacco Programs 100 Riverside Parkway Suite 101 Fredericksburg, VA 22406

UNRESTRICTED OR SET-ASIDE 100 % FOR:

SMALL BUSINESS EMERGING SMALL

BUSINESS

HUBZONE SMALL 8(A)

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

NAICS: 484220

SIZE

STANDARD:

$27.5 million

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

See Schedule

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

16. ADMINISTERED BY CODE 15. DELIVER TO CODE

USDA, AMS, Cotton & Tobacco Programs, Macon 1100 Parkway Drive Macon, GA 31220 See Block 9 17a. CONTRACTOR/OFFEROR CODE FACILITY 18a. PAYMENT WILL BE MADE BY CODE

USDA, Office of Finance and Management National Finance Center PO Box 60075 New Orleans, LA 70160

TELEPHONE NO.

17b. CHECK IF REMITTANCE ADDRESS IS DEFFERENT AND PUT SUCH ADDRESS IN OFFER.

18b. SUBMIT 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

BASE YEAR: September 1, 2019 through July 31, 2020 Sample Hauling Services – Macon Route 1B

BASE YEAR: GAS Price

TOTAL PRICE PER BAG for BASE YEAR Line 01 + Line 02)

10,500 Estimated

10,500 Estimated

10,500 Estimated

BG

BG

BG

(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 ARE ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.

ADDENDA ARE ARE NOT ATTACHED.

ADDENDA ARE ARE NOT ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN __1__ 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.

29. AWARD OF CONTRACT: REF. 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) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or Print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

II. SF-1449 CONTINUATION:

Schedule of Items Continuation

Item Estimated Unit No. Schedule of Supplies/Services Quantities Unit Price Amount

03 10,500 BG _____ _____

Option Period I: August 1, 2020-July 31, 2021 Sample Hauling Services – Macon Route 1B

Option Period I: GAS PRICE 10,500 BG _____ _____

TOTAL RICE PER BAG for Option Year 1: 10,500 BG _____ _____ (Line 03 + Line 04)

05 Option Period II: August 1, 2021-July 31, 2022: 10,500 BG _____ _____

Sample Hauling Services – Macon Route 1B

Option Period One: GAS PRICE 10,500 BG _____ _____

TOTAL RICE PER BAG for Option Year II: 10,500 BG _____ _____ (Line 05 + Line 06)

07 10,500 BG _____ _____

Option Period III: August 1, 2022-July 31, 2023:

Sample Hauling Services – Macon Route 1B

Option Period One: GAS PRICE 10,500 BG _____ _____

TOTAL RICE PER BAG for Option Year III: 15,500 BG _____ _____ (Line 07 + Line 08)

09 10,500 BG _____ _____

Option Period IV: August 1, 2023-July 31, 2024:

Sample Hauling Services – Macon Route 1B

Option Period One: GAS PRICE 10,500 BG _____ _____

TOTAL RICE PER BAG for Option Year IV: 10,500 BG _____ _____ (Line 09 + Line 10)

Offeror Notes:

A. This will be a firm-fixed price contract with economic price adjustment indefinite delivery indefinite quantity (IDIQ) contract for sample hauling services.

B. Because the price of fuel is so volatile, the USDA is asking that the price per bag be broken down into two separate line items so that an economic price adjustment for fuel can be made in Option Years I through IV. The first line item is for the cost per bag excluding that portion that may be attributed to fuel/gas. The second line item is the price for fuel/gas that contributes to the overall cost per bag. The offeror’s proposal must include the type of fuel used (i.e., diesel, regular unleaded, etc.) and the current price per gallon for fuel that was used to establish the GAS PRICE for the second line item. This price must be shown for the Base Year and Option Year I through IV. AN ECONOMIC PRICE

ADJUSTMENT FOR FUEL WILL ONLY BE GIVEN FOR OPTION YEARS I THROUGH IV.

BASE Year Fuel Price: _________ Type of Fuel:_______________

Option Year I Fuel Price:____________ Type of Fuel:_______________

Option Year II Fuel Price:_____________ Type of Fuel:_______________

Option Year III Fuel Price:____________ Type of Fuel:_______________

Option Year IV Fuel Price:_____________ Type of Fuel:_______________

C. The USDA will use data from the Department of Energy website, http://tonto.eia.doe.gov/dnav/pet/pet_pri_gnd_dcus_nus_w.htm, to determine the average weekly price of fuel for the sample hauling route, as of July 1. USDA will then negotiate an increase in fuel if the average fuel price has increased more than the price stated above for Option Years I through IV.

For example, Option Year I gas price was based on $4.25 per gallon for diesel fuel. The DOE website shows that the weekly price for gas as of July 1 is $4.35 per gallon. USDA will negotiate and adjustment for the GAS Price because of the increase in fuel prices.

D. ESTIMATED QUANTITIES

As it is impossible to determine the exact quantities that will be required during the contract term, each bidder whose bid is accepted will be required to deliver all services that may be ordered during the contract term. The fact that quantities are estimated shall not relieve the contractor from filling all orders placed under this contract to the extent of his/ her obligation.

Because the quantities are estimated and there is no way to predict the cotton crop from season to season, an upward/downward price adjustment for cost per bag may be needed for Option Years I through IV. Either party (Government or Contractor) may request a price evaluation if the change in quantities is equivalent to or exceeds 20% of the estimated quantities.

SPECIFICATIONS FOR COTTON SAMPLE HAULING SERVICES

MACON GOERGIA COTTON CLASSING OFFICE

ROUTE 1-B EAST GEORGIA

C.1 BACKGROUND:

Agricultural Marketing Service (AMS), Cotton and Tobacco Program (CTP), Grading Division (GD), supports the orderly and efficient marketing of U.S. cotton, domestically and internationally, by providing unbiased classification, standardization, market news and oversight of the research and promotion programs.

The USDA, AMS, CTP operates High Volume Instruments (HVI) to electronically classify cotton samples (each approximately 8 ounces) that are taken from full bales (500 pounds) at gin locations and transported to designated testing laboratories operated by the CTP.

Under current testing procedures an individual places samples in designated locations on the HVI to test fiber length, strength, uniformity, micronaire, color and trash content. These instruments are solely relied upon by USDA and the domestic and international cotton industries to provide accurate and timely classification data for the marketing stream. The resulting data is transmitted in real time, as samples are tested, to mainframe computers and made available to owners or agents of the cotton all over the world. CTP is considered the world’s leader in HVI testing and tests virtually every bale of cotton grown in the U.S. each year (approximately 15-18 million samples on average in a typical year) so speed, accuracy and efficiency are key components of the CTP operation in each of its ten testing locations across the Cotton Belt (cotton producing states across the United States).

C.2 SCOPE:

The government requires contractor services for the transporting of sacks of cotton samples from gins and warehouses at points shown in the attached specifications/maps to the U. S. Department of Agriculture, Agricultural Marketing Service, Cotton and Tobacco Program (CTP), Macon Classing Office, 1100 Parkway Drive Macon, Georgia 31220. The contractor shall furnish all necessary labor, tools, truck(s) and equipment in accordance with these specifications, general provisions, and all other conditions of this Request for Proposal necessary for transporting of sacks of cotton samples.

C.3 TASKS:

The Contractor is responsible for completing the tasks described below.

C.3.1 PICK-UP AND DELIVERY POINTS:

Contractor shall furnish all necessary labor for loading sacks of cotton samples at pick-up points.

Sacks of cotton samples will be picked up from warehouses and/or gins in the Macon Classing Office territory as listed on the route map attached to this specification.

Contractor shall furnish all necessary labor for unloading sacks of cotton samples at delivery point. The sacks of cotton samples will be delivered to the Macon Classing Office, Macon, Ga or to a storage facility close to the classing office as designated by the Area Director. The contractor shall provide all labor for the unloading of sacks as determined by the Area Director.

C.3.2 COTTON SAMPLE SACKS:

The size of the sacks will be approximately 29" by 42". Most sacks will weigh between 20 and 50 pounds when completely filled with cotton samples. The CTP requires licensed sampling agents to place samples in the sacks as tightly as possible in order to maintain sample identity and integrity. Therefore the number of samples within the sacks can vary considerably by pick-up point due to sample size and techniques utilized to roll samples in the sacks. All hauling services for sacks will be at the direction of the local point of contact, Noah Bell in the Macon Classing Office under the direction of the Contracting Officer’s Representative (COR).

C.3.3 RETURN COTTON SAMPLE SACKS:

The contractor may be required to return bundles of empty cotton sample sacks to sampling agents. The empty sacks will be rolled and/or sacked. If the contractor is required to return bundles of empty sacks, the contractor will be paid for each bundle at the same rate as the accepted quotation price. Initial delivery and much of the re-supply of sacks to sampling agents will be handled by Classing Office personnel on their visits to sampling agents.

C.3.4 VERIFICATION OF NUMBER OF SACKS PICKED UP & DELIVERED

A form to be used for the verification of the number of sacks of cotton samples picked up and delivered to the Macon Classing Office or storage facility will be furnished to the contractor by the Area Director prior to commencement of this contract. Complete instructions for completing the form will be furnished to the contractor and one copy of each completed form must be attached to the contractor's monthly invoice when submitted for payment.

C.4 PERIOD OF PERFORMANCE:

Sample hauling services are required for the cotton harvest seasons. This time period could vary depending on the location of the services and the duration of the cotton harvest. Based on prior years, the season usually starts on or about September 20 and ends on or about January 15.

However, services will be ordered as needed, and the equipment must be available at any time during the cotton harvest season.

C.4.1 CONTRACTOR NOTIFICATION OF WHEN SERVICES ARE REQUIRED:

The contractor will be notified by phone or in writing by the Area Director of the exact dates to begin the required services. This notification shall be given at least two (2) days in advance of the date of commencement of services. Pick-up service will be initiated upon the request of the Area Director in the Macon Classing Office when accumulated volume at listed points is estimated to have reached 50 sacks. This may require services on a less frequent basis than daily at the onset and end of the ginning season. Should the harvest be interrupted by an extended period of inclement weather, making daily pick up/delivery impractical, services may be rescheduled as approved by the Area Director after consultation with the COR. Termination or rescheduling of this service shall also occur when volume at pick-up points has, due to the advanced stage of harvest, decreased to approximately 50 sacks for each time hauling service is provided.

C.4.2 DAILY SERVICS AND PEAK SEASON SCHEDULE:

Upon notification from the Area Director that daily deliveries are required, the contractor shall transport sacks of cotton samples daily, Monday through Friday. However, during the periods of heavy harvesting, service will be required Monday through Sunday and deliveries to the classing office will be required each day. Heavy harvesting will generally take place during a 10-week period approximately from October 9 to December 9. Approximate dates shown may change due to variations of weather, crop conditions, or other factors outside the control of the parties to this contract.

C.5 CONTRACTOR'S LIABILITY:

Extreme care must be exercised in handling sacks of cotton samples. The sacks shall in no case be opened. The contractor shall be responsible for safeguarding all sacks of cotton samples while in his/her possession or care. He/She shall use all reasonable care in the protection of the sacks, and shall be liable to the government for loss or damage to the contents of the sacks. The contractor shall assume full responsibility for all damages or injury to persons or property that may occur in connection with performance of the work. He/She shall take reasonable steps to prevent injury or damage to persons or property in the performance of this contract. He/She shall not commit or permit any act which will interfere with the performance of the duties of the government employees at the shipping or receiving points.

There shall be no use of alcoholic beverages, illegal drugs, or illegal substances by any persons performing pickup, hauling, or delivery of sacks of cotton samples under the terms of this contract.

Weapons shall not be carried on government property or during performance of the contract.

Violation of these prohibitions shall result in termination of the contract.

C.6 EQUIPMENT:

The contractor shall, on request of the Area Director, furnish proof that equipment, vehicles and/or trucks, are reliable and of sufficient capacity in the opinion of the Area Director to fulfill terms of this agreement. If the contractor plans to rent vehicles and/or trucks to perform hauling services, the contractor shall provide the Area Director proof of an agreement that has been established for vehicles and/or trucks between the contractor and a rental company. The contractor shall furnish the Area Director proof of equipment and/or proof of a rental agreement by September 9th of each contracted year. Lack of such proof to the satisfaction of the Area Director and the COR will be sufficient grounds to disqualify contractor or terminate the contract at any time. Vehicles used by the contractor shall be enclosed to protect sacks from adverse weather conditions and from possible loss. Contractor must furnish a contact address and telephone number available for notification of special situations or problems that may occur during workdays prescribed. The contractor must provide the driver(s) of the truck(s) with a cellular phone at all times while picking up sacks on the contract route.

C.7 LICENSES AND INSURANCE

The contractor shall be a commercially licensed and fully insured carrier (to cover replacement of the cargo - cotton samples and sacks) and comply with all applicable state and local ordinances. Prior to written confirmation of the contract award, the contractor shall furnish the Area Director a copy of the insurance certificate. This certificate must be received by the Area Director September 9th of each contracted year. Failure to provide the insurance certification within the specified time will result in cancellation of the contract.

Contractor shall also provide the Area Director a signed statement from the contractor's insurance company stating that the Area Director will be notified, in writing, by the insurance company of any changes in insurance during the life of this hauling contract within 5 business days of the change. This statement is also required by September 9th of each contracted year.

Failure to comply with this requirement will result in cancellation of the contract.

C.8 INVOICES:

Itemized invoices prepared by the contractor for services rendered must be submitted after the 15th of each month for the period of 1st through the 15th. Another invoice for the period of 16th through the end of each month will be submitted after the last day of the month. The invoices will be sent to the Area Director for review to ensure the accuracy of the invoice prior to payment submittal. The Area Director will verify invoice within three working days of invoice receipt. Any discrepancies will be discussed with the contractor and resolved before invoices are submitted for payment. After the verification by the Area Director, the vendor shall enter the invoice for payment using IPP (Invoice Processing Platform). Each contractor must register with IPP at www.ipp.gov as a vendor prior to submitting invoices for payment.

C.9 PAYMENT TERMS:

Payment for services invoiced shall be made by the government within thirty (30) days of receipt of the invoice by the Area Director. The terms of the Prompt Payment Act are not applicable to invoices submitted under this contract.

C.10 IMPORTANT NOTICE:

The contractor will not accept any instructions issued by any person other than the COR or the Area Director acting within the limits of the delegated authority.

No information other than that which may be contained in an authorized amendment to this contract will be considered as grounds for deviation from any stipulation of this contract or referenced drawings and/or specifications. No modifications will be made to the agreed upon terms of the contract. Offerors should take unknown and uncontrollable variations of the business climate into consideration prior to submitting a proposal. The number of sacks estimated is the best estimate based on current information for the 2017/2018 crop.

Between the time of the advertisement and commencement of services some pick up points may not operate due to crop reductions, yields, and growing conditions while additional ones may be added should favorable production elements exist.

C.11 POINTS OF CONTACT:

Contracting Officer:

Beverly S. Brown

USDA, AMS, Cotton and Tobacco Program 100 Riverside Parkway

Suite 101 Fredericksburg, Virginia 22406

Email: BeverlyS.Brown@ams.usda.gov Cell: 540-739-9009 Phone: 540-361-1126

Contracting Officer’s Representative:

Ray Scroggins USDA, AMS, Cotton and Tobacco Program 3275 Appling Road

Room 2 Memphis, TN 38133

Email: Ray.Scroggins@ams.usda.gov Phone: 901-384-3010

Area Director:

Noah Bell USDA, AMS, Cotton and Tobacco Program

Macon Classing Office 1100 Parkway Drive, Macon, GA. 31220

Email: Noah.Bell@ams.usda.gov Phone: 478-474-2831

C.12 ATTACHMENTS (SEE SECTION E)

The Department of Labor prevailing wage rates for Macon, Georgia are attached and are hereby incorporated and made a part of this Request for Proposal.

Attached is a list of the pickup points on this route with the estimated (daily or annual) number of sacks for each point, a map showing each pick-up location and the best estimate of total sacks for the route though the total for the route may be more or less for the 2017/2018 season.

SECTION D - CONTRACT CLAUSES AND PROVISIONS

D.1 FAR 52.212-4 -- Contract Terms and Conditions -- Commercial Items (Oct 2018)

(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) Reserved

(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.

(End of Clause)

D.2 FAR 52.212-5 -- Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (May 2019)

(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) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and

Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 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.]

X___ (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 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

___ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (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).

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

___ (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 (Oct 2018) (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 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.

X___ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (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 (Aug 2018) of 52.219-9.

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

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

___ (20) 52.219-16, Liquidated Damages—Subcontracting 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. 657f).

___ (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) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

___ (ii) Alternate I (Feb 1999) of 52.222-26.

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

___ (ii) Alternate I (July 2014) of 52.222-35.

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

793).

___ (ii) Alternate I (July 2014) of 52.222-36.

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

X___ (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 (JAN 2019)

(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). (E. O. 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 Television (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. 13696).

___ (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 (Aug 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X___ (49) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

___ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C.

5150).

___ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

X___ (55) 52.232-33, Payment by Electronic Funds Transfer--System for Award Management (Oct 2018) (31 U.S.C. 3332).

___ (56) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C.

637(d)(13)).

___ (60) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

___ (iii) Alternate II (Feb 2006) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495)

X___ (2) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67.).

___ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C.206 and 41 U.S.C.

chapter 67).

___ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658).

X___ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

___ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor

Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Jan 2019) (41 U.S.C.

3509).

(ii) 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)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and

Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(v) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

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

(vii) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

(viii) 52.222-35, Equal Opportunity for Veterans (Oct 2019) (38 U.S.C. 4212).

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

793).

(x) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xii) 52.222-41, Service…