1294TZ19Q0001_Sol_62_Pgs.doc

COMMERCIAL ITEMS

Solicitation Number: 1294TZ19Q0001

Red Rock Ranger District Trash Recycle Services

Coconino National Forest

COMMERCIAL ITEMS

Solicitation Number: 1294TZ19Q0001

Red Rock Ranger District Trash Recycle Services

Coconino National Forest

THIS PROCUREMENT IS UNRESTRICTED

This procurement is being conducted in accordance with FAR Part 13, Simplified Acquisition Procedures, and FAR Part 12, Commercial Item Procedures

Quotations for furnishing the supplies or services in the Schedule will be received at the address specified in Block 9, or if hand-carried, to USDA Forest Service, Western Zone Contracting Office, 2324 E. McDowell Rd., Phoenix, AZ 85006. E-mail: mmcook@fs.fed.us

QUOTERS ARE TO RETURN:

1. Completed SF 1449

2. Completed Section B-Pricing

3. Addressed Evaluation Factors (See FAR 52.212-2 Evaluation-Commercial Items)

4. Completed Representation and Certifications (See FAR 52.212-3))

5. This page with the questions answered as below

CAUTION - LATE Submissions, Modification, and Withdrawals: See provision 52.212-1. All offers are subject to terms and conditions in this solicitation.

ACKNOWLEDGEMENT OF AMENDMENTS: The quoter acknowledges receipt of amendments to the solicitation numbered and dated as follows:

AMENDMENT NO.

DATE

ALL COSTS ASSOCIATED WITH ALL ITEMS SHALL BE INCLUDED IN THE LINE ITEM PRICING. NO FURTHER PAYMENT WILL BE PROVIDED OTHER THAN WHAT IS IN THE LINE ITEM PRICING.

VERIFY YOUR QUOTE BY COMPLETING THE FOLLOWING:

VENDOR COMPANY NAME: __________________________________

DUNS# _______________________

BUSINESS EMAIL ADDRESS: __________________________________________________

AUTHORIZED TO SIGN (NAME): _______________________________________________

SIGNATURE: _______________________________________ DATE:________________________

PHONE: -- --________________

Do you have an active vendor record for the DUNS number above in the System for Award Management (SAM) https://www.sam.gov? There is NO COST to register on the official SAM.gov website. CONTRACTORS WITHOUT AN ACTIVE SAM REGISTRATION BY THE DUE DATE OF THIS SOLICITATION WILL NOT BE CONSIDERED FOR AWARD Circle Yes or No

If you are registered in SAM have you completed your annual recertification requirements?________

Is your banking information correct and current in SAM?___________________ NOTE: Failure to obtain a DUNS number and register in SAM by the quotation due date will result in the quoter being ineligible for award of a contract. Quoters are encouraged to promptly obtain a DUNS number and register in SAM now, if submitting a quotation to this solicitation.

HAVE YOU ADDRESSED THE EVALUATION FACTORS?____________

See FAR 52.212-2 Evaluation – Commercial Items

All questions must be submitted in writing by October 25, 2018, 2:00 p.m. to Margaret M. Cook- mmcook@fs.fed.us. No technical questions will be entertained after this date and time.

SECTION B

SCHEDULE OF ITEMS

BASE PERIOD:

January 1, 2019 through December 31, 2019

SUPPLIES OR SERVICES AND PRICES/COSTS

SCHEDULE OF ITEMS

(a)

NUMBER

(b)

SUPPLIES AND

SERVICES

DESCRIPTION

(c)

ESTIMATED

NUMBER OF SERVICE TRIPS

(d)

UNIT

PRICE PER SERVICE TRIP

(e)

TOTAL

PRICE

TRASH REMOVAL

CONTRACTOR SHALL PROVIDE PICKUP AND REMOVAL/DISPOSAL OF TRASH OF PUBLIC FACILITIES IDENTIFIED ON THE RED ROCK RANGER DISTRICT

RECREATION SITES

BASE PERIOD

Option Year One:

January 1, 2020 through December 31, 2020

SUPPLIES OR SERVICES AND PRICES/COSTS

SCHEDULE OF ITEMS

(a)

NUMBER

(b)

SUPPLIES AND

SERVICES

DESCRIPTION

(c)

ESTIMATED

NUMBER OF SERVICE TRIPS

(d)

UNIT

PRICE PER SERVICE TRIP

(e)

TRASH REMOVAL

CONTRACTOR SHALL PROVIDE PICKUP AND REMOVAL/DISPOSAL OF TRASH OF PUBLIC FACILITIES IDENTIFIED ON THE RED ROCK RANGER DISTRICT

RECREATION SITES

OPTION YEAR TWO:

January 1, 2021 through December 31, 2021

SUPPLIES OR SERVICES AND PRICES/COSTS

SCHEDULE OF ITEMS

(a)

NUMBER

(b)

SUPPLIES AND

SERVICES

DESCRIPTION

(c)

ESTIMATED

NUMBER OF SERVICE TRIPS

(d)

UNIT

PRICE PER SERVICE TRIP

(e)

TRASH REMOVAL

CONTRACTOR SHALL PROVIDE PICKUP AND REMOVAL/DISPOSAL OF TRASH OF PUBLIC FACILITIES IDENTIFIED ON THE RED ROCK RANGER DISTRICT

RECREATION SITES

OPTION YEAR TWO

OPTION YEAR THREE:

January 1, 2022 through December 31, 2022

SUPPLIES OR SERVICES AND PRICES/COSTS

SCHEDULE OF ITEMS

(a)

NUMBER

(b)

SUPPLIES AND

SERVICES

DESCRIPTION

(c)

ESTIMATED

NUMBER OF SERVICE TRIPS

(d)

UNIT

PRICE PER SERVICE TRIP

(e)

TRASH REMOVAL

CONTRACTOR SHALL PROVIDE PICKUP AND REMOVAL/DISPOSAL OF TRASH OF PUBLIC FACILITIES IDENTIFIED ON THE RED ROCK RANGER DISTRICT

RECREATION SITES

OPTION YEAR THREE

OPTION YEAR FOUR:

January 1, 2023 through December 31, 2023

SUPPLIES OR SERVICES AND PRICES/COSTS

SCHEDULE OF ITEMS

(a)

NUMBER

(b)

SUPPLIES AND

SERVICES

DESCRIPTION

(c)

ESTIMATED

NUMBER OF SERVICE TRIPS

(d)

UNIT

PRICE PER SERVICE TRIP

(e)

TRASH REMOVAL

CONTRACTOR SHALL PROVIDE PICKUP AND REMOVAL/DISPOSAL OF TRASH OF PUBLIC FACILITIES IDENTIFIED ON THE RED ROCK RANGER DISTRICT

RECREATION SITES

OPTION YEAR FOUR

ST = Service Trip: Scheduled completion of specified work at site.

Please use the following formula to calculate the total price: Multiply the number of service trips (c) times unit price per ST (service trip) (d) equals total price per item (e).

Peak Season is May 1st through September 30. Off Season is October 1, through April 31st.

This contract shall be awarded to one contractor. This is an all or none contract.

Option Years shall be exercised in accordance with FAR Clause 52.217-9 Option to Extend the Term of the Contract (MAR 2000).

Contract award is subject to availability of funds per FAR 52.232-18 Availability of Funds.

Continuation of SF1449

Block 27: The full text of a clause or provision may be accessed electronically at www.arnet.gov/far/

PERFORMANCE STATEMENT OF WORK (PWS)

SECTION 1

GENERAL

Services for Red Rock Recreation Sites Trash Contract Descriptions:

Dumpsters = 4-6 yard capacity, dark or muted green or brown color, ADA accessibility compliant, bear/animal resistant, labeled with universal symbols for trash container.

Services Defined:

Trash

· Contractor provides and maintains dumpsters. Trash dumpsters will conform to District standards for style and color (green, brown, or black).

· These containers must be approved by the Contracting Officer’s Representative prior to use at the sites.

· Dumpsters will be completely emptied per schedule.

· Dumpsters should be cleaned out periodically as needed to keep down odors and prevent accumulation of liquids in the bottom of containers.

· Graffiti found on dumpsters must be removed or permanently covered up within 2 days of discovery.

Service Locations:

PA = Picnic Area

General Definitions:

Peak Season = May 1 through September 30

Off Season = October 1 through April 31

1.1 SCOPE OF WORK.

The contractor shall provide any and all supervision, labor, equipment, supplies, services, permits, and licenses necessary to perform trash and recycle materials removal services during the period of on or about January 1, 2019 thru December 31, 2019 with the provision for four (one-year) option year periods, at the identified sites on the Red Rock Ranger District of the Coconino National Forest. This statement of work consists of completing the tasks/subtasks in section V (Performance Requirements Summary) to Section IV (Performance Work Statement Tasks and Critical Subtasks).

SECTION II

DEFINITIONS

ACCEPTABLE QUALITY LEVEL (AQL). The maximum allowable deviation from perfect performance that may occur before the Government will invoke payment deduction. An AQL does not allow a contractor to knowingly offer defective service, but limits reduced payment to circumstances in which defective performance results in a measurable reduction in the value of services rendered.

DEFECTIVE SERVICE. A unit of service which contains one or more defects, or nonconformance with specified requirements.

PERFORMANCE REQUIREMENTS SUMMARY (PRS). Identifies the key service outputs of the contract that will be evaluated by the Government to assure contract performance standards are met by the contractor.

QUALITY ASSURANCE. Those actions taken by the Government to assure services meet the Requirements of the Performance Work Statement (PWS).

CONTRACTING OFFICER’S REPRESENTATIVE (COR). A Government person appointed by the contracting officer to help the contracting officer with contract administration and surveillance.

GOVERNMENT INSPECTOR. A Government person responsible for surveillance of contractor performance.

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP). An organized written document used for quality assurance surveillance. The document contains specific methods the Government will use to perform surveillance of the contractor.

QUALITY CONTROL. Those actions taken by a contractor to control the performance of services so they meet the requirements of the Red Rock Ranger District..

RANDOM SAMPLING. A sampling method in which each service output in a unit has an equal chance of being selected.

HAZARDOUS MATERIAL. Materials that may or may not be identified that have a potential to be hazardous to humans, pets, wildlife, or vegetation. Some examples are unlabeled containers, containers that are leaking any substance, any kind of barrel, and syringes.

DEVELOPMENT Any structure not native to the area that has been installed.

TRAVELWAY Ground surface that is designated by signage or appearance to be used by visitors to travel upon such as forest roads, pullouts, parking, or obvious pathways within a site boundary.

SECTION III

GOVERNMENT FURNISHED PROPERTY, MATERIALS, SERVICES

NONE

SECTION IV

CONTRACTOR FURNISHED ITEMS/SERVICES

4.1 CONTRACTOR FURNISHED ITEMS - The contractor shall furnish all dumpsters, recycling containers, labor, supervision, tools, equipment, and supplies to perform work under the contract unless indicated as Government Furnished Property.

Performance Requirements Summary The contractor shall perform the following major items in the contract with the incentives and deductions for the work described.

Trash Removal Services to include supplying the dumpster containers, graffiti removal, proper disposal of trash materials and cleaning of the containers

ADDITIONAL REQUIREMENTS:

Superintendence: The Contractor shall perform the following: One supervisor, conversant in the English language, shall be designated in writing by the Contractor for each crew. The written designation shall indicate the limits of the supervisor's authority. When two or more people are designated as supervisor, their written delegation shall indicate the priority of their designations so no more than one person shall be in charge of a crew at any one time.

Work shall be performed in an organized systematic manner. Crewmembers shall not be scattered within or between units except as necessitated by on-the-ground conditions and only when authorized by the Contracting Officer.

CONTRACT ADMINISTRATION DATA

AGAR 452.215-73 Post Award Conference (NOV 1996)

A post award conference with the successful offeror is required. It will be scheduled within 30 days after the date of contract award. The conference will be held at applicable Ranger District office.

Definitions - Administration Terms A.

Contracting Officer (CO) - The person executing this contract on behalf of the Government, including any duly appointed successor and authorized representatives of the Contracting Officer acting within the limits of his/her authority.

B.

Contracting Officer's Representative (COR) - The on-site contract administrator for the Contracting Officer. The duties and responsibilities of the COR are defined in Section G of this contract or in a letter of designation issued by the Contracting Officer.

C.

Inspector - The person(s) appointed in writing by the COR to conduct and document inspections according to contract specifications and provisions. The inspector's authorities are strictly limited, not to exceed the authority to issue to the contractor a Notice of Noncompliance.

D.

Calendar Days - Every day shown on the calendar, Saturdays, Sundays and holidays included.

E.

Change Order - An order issued to the Contractor by the Contracting Officer, pursuant to the “change” clause included in Section I of this contract, requiring work to be performed, within the general scope of the contract.

F.

Work Order - An order written by the COR, which directs the Contractor to correct deficient performance. It may also be used to document acceptable completion of units and to approve starting on additional work units.

G.

Notice of Noncompliance - A written notice from the CO or COR which documents, for the Contractor's attention, specific performance deficiencies.

H.

Contract Item - A pay item designated on the bid schedule and described by a specification.

I.

Labor Standards Provisions - Those statutory and regulatory requirements pertaining to the Contractor's employees and employment practices.

J.

Specifications - That portion of the contract comprising a description of the general and technical requirements for materials, products or services to be furnished under the contract.

Designation of Contracting Officer's Representative A.

The Contracting Officer will designate an individual as Contracting Officer's Representative (COR) at time of award. The name will be on the purchase order.

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 a 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 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 so advise the COR. If the COR persists and there still exists a disagreement as to proper contractual coverage, the Contracting Officer should be notified immediately, preferably in writing if time permits. Proceeding with work without proper contractual coverage could result in nonpayment or necessitate submittal of a contract claim.

E.

The COR's major duties and responsibilities are contained in the Forest Service Handbook of Contract Administration. The COR is delegated full authority under this contract except for the following actions which are reserved for the Contracting Officer:

1.

Approve Change Orders and Modifications

2.

Take action to terminate the contract for default or Government convenience.

3.

Make contract adjustments under the Differing Site Conditions clause.

4.

Grant extensions of contract time.

5.

Approve assignment of claims.

6.

Make final decisions under the Disputes clause.

7.

Make final acceptance under the contract.

8.

Make final decisions under the Suspension of Work clause.

9.

Make equitable adjustments.

10.

Authorize change in amount of Payment Retention.

11.

Approve subcontractors.

12.

Approve payments with deductions or final payment.

13.

Approve use and possession prior to completion.

14.

Enforce the warranty provisions.

Notification of Subcontracting The Contractor shall promptly notify the Contracting Officer upon entering into any subcontract arrangement. The subcontractor shall have the experience and be equipped for such work. The written notification shall include as a minimum:

A.

The name, address and telephone number of the subcontractor.

B.

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

C.

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

D.

Documentation of the subcontractor's representative authority.

Subcontracting any portion of the contract shall not relieve the Prime Contractor of any responsibility under this contract. Any subcontract agreement shall contain all terms and conditions of the prime contract.

PAYMENTS FOR INCIDENTAL ITEMS

Unless otherwise provided, the Contractor shall furnish all containers, labor, supervision, materials, equipment, tools, transportation, and supplies and perform all work required to complete the project in accordance with the Performance Work Statement (PWS) and provisions of the contract. Payment for contract work will be made only for and under those pay items included in the Schedule of Items. All other work and materials will be considered incidental to and included in the payment for items shown.

BASIS OF PAYMENT

The unit of measurement for payment is the Service Trip. A service trip is defined as the scheduled completion of specified work at a recreation site.

The Contractor will be paid at the unit price quoted for each completed and accepted service trip. The service trips are ESTIMATED. Circumstances may close recreation sites (for example construction, weather, road closures, fire or damage/destruction etc.). The District will notify the Contractor if any sites are closed.

PAYMENT SCHEDULE

The contractor will invoice at the end of each month for the work performed during the month.

SECTION III – DELIVERIES OR PERFORMANCE

Deliveries or Performance

Work on all items shall begin approximately January 1, 2019 and continue as specified until December 31, 2019 with the provision for four (1) one-year options.

CONTRACT ADMINISTRATION DATA

AGAR 452.215-73 Post Award Conference (NOV 1996)

A post award conference with the successful offeror is required. It will be scheduled within 30 days after the date of contract award. The conference will be held at applicable Ranger District office.

Definitions - Administration Terms A.

Contracting Officer (CO) - The person executing this contract on behalf of the Government, including any duly appointed successor and authorized representatives of the Contracting Officer acting within the limits of his/her authority.

B.

Contracting Officer's Representative (COR) - The on-site contract administrator for the Contracting Officer. The duties and responsibilities of the COR are defined in Section G of this contract or in a letter of designation issued by the Contracting Officer.

C.

Inspector - The person(s) appointed in writing by the COR to conduct and document inspections according to contract specifications and provisions. The inspector's authorities are strictly limited, not to exceed the authority to issue to the contractor a Notice of Noncompliance.

D.

Calendar Days - Every day shown on the calendar, Saturdays, Sundays and holidays included.

E.

Change Order - An order issued to the Contractor by the Contracting Officer, pursuant to the “change” clause included in Section I of this contract, requiring work to be performed, within the general scope of the contract.

F.

Work Order - An order written by the COR, which directs the Contractor to correct deficient performance. It may also be used to document acceptable completion of units and to approve starting on additional work units.

G.

Notice of Noncompliance - A written notice from the CO or COR which documents, for the Contractor's attention, specific performance deficiencies.

H.

Contract Item - A pay item designated on the bid schedule and described by a specification.

I.

Labor Standards Provisions - Those statutory and regulatory requirements pertaining to the Contractor's employees and employment practices.

J.

Specifications - That portion of the contract comprising a description of the general and technical requirements for materials, products or services to be furnished under the contract.

Designation of Contracting Officer's Representative A.

The Contracting Officer will designate an individual as Contracting Officer's Representative (COR) at time of award. The name will be on the purchase order.

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 a 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 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 so advise the COR. If the COR persists and there still exists a disagreement as to proper contractual coverage, the Contracting Officer should be notified immediately, preferably in writing if time permits. Proceeding with work without proper contractual coverage could result in nonpayment or necessitate submittal of a contract claim.

E.

The COR's major duties and responsibilities are contained in the Forest Service Handbook of Contract Administration. The COR is delegated full authority under this contract except for the following actions which are reserved for the Contracting Officer:

1.

Approve Change Orders and Modifications

2.

Take action to terminate the contract for default or Government convenience.

3.

Make contract adjustments under the Differing Site Conditions clause.

4.

Grant extensions of contract time.

5.

Approve assignment of claims.

6.

Make final decisions under the Disputes clause.

7.

Make final acceptance under the contract.

8.

Make final decisions under the Suspension of Work clause.

9.

Make equitable adjustments.

10.

Authorize change in amount of Payment Retention.

11.

Approve subcontractors.

12.

Approve payments with deductions or final payment.

13.

Approve use and possession prior to completion.

14.

Enforce the warranty provisions.

Notification of Subcontracting The Contractor shall promptly notify the Contracting Officer upon entering into any subcontract arrangement. The subcontractor shall have the experience and be equipped for such work. The written notification shall include as a minimum:

A.

The name, address and telephone number of the subcontractor.

B.

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

C.

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

D.

Documentation of the subcontractor's representative authority.

Subcontracting any portion of the contract shall not relieve the Prime Contractor of any responsibility under this contract. Any subcontract agreement shall contain all terms and conditions of the prime contract.

SECTION IV - GOVERNMENT PUBLICATIONS/INDUSTRY STANDARDS/STATE STANDARDS/GOVERNMENT STANDARDS/TECHNICAL EXHIBITS The following attachments are hereby made a part of this contract.

Wage Determination No.: 2015-5465 Revision No. 8 dated 07-26-2018 11 pages Trash and Recycle Service Contract Map

1 page SECTION V - Evaluation

SOLICITATION PROVISIONS

52.212-2 Evaluation—Commercial Items (Oct 2014)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

(i) Past Performance. Offeror shall provide a list of trash removal and recycling contracts currently being performed over the last three years. Include client’s name, contact information, contract amount and telephone numbers.

(ii) Experience. Offeror shall provide a list of similar types of projects. Similar is defined as size, intensity, and duration to the project statement of work.

Quotations submitted without the documentation above will not be considered for award Technical and past performance, when combined, are approximately equal as compared to price.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

SECTION VI - CONTRACT CLAUSES

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 as 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 FAR 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; and (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 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 User 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)

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--

COMMERCIAL ITEMS

INSURANCE REQUIREMENTS: In accordance with FAR Part 28.307-2 and the previous clause, the following minimum coverage shall apply to the contract:

(a) Workers’ compensation and employer’s liability. Contractors are required to comply with applicable Federal and State workers’ compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer’s liability section of the insurance policy, except when contract operations are so commingled with a contractor’s commercial operations that it would not be practical to require this coverage. Employer’s liability coverage of at least $100,000 shall be required, except in States with exclusive or monopolistic funds that do not permit workers’ compensation to be written by private carriers. (See 28.305(c) for treatment of contracts subject to the Defense Base Act.)

(b) General liability.

(1) The contracting officer shall require bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

(2) Property damage liability insurance shall be required only in special circumstances as determined by the agency.

(c) Automobile liability. The contracting officer shall require automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage. The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customary claims.

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Items (Aug 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) 52.204-23, 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 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.]

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,…