1294TZ19Q0003_SOLICITATION.DOC

COMMERCIAL ITEMS

Solicitation Number: 1294TZ19Q0003

Cave Creek Ranger District Trash Recycle Services

Tonto National Forest

COMMERCIAL ITEMS

Solicitation Number: 1294TZ19Q0003

Cave Creek Ranger District Trash Recycle Services

Tonto 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 Section VII) (Unless completed in SAM.gov)

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 (CUBIC YARD 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

SECTION 1

SCHEDULE OF ITEMS

SERVICES

DESCRIPTION

ESTIMATED

QUANITITY

UNIT

UNIT

PRICE

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

01/01/2019-12/31/2019

BASE PERIOD

01/01/2020-12/31/2020

CUBIC

YARD

BASE PERIOD

01/01/2021-12/31/2021

CUBIC

YARD

BASE PERIOD

01/01/2022-12/31/2022

CUBIC

YARD

BASE PERIOD

01/01/2023-12/31/2023

CUBIC

YARD

AGGREGATE

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).

All questions must be submitted in writing by 12/3/18@ 12:00 p.m. to Margaret M. Cook- mmcook@fs.fed.us. No technical questions will be entertained after this date and time.

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/

CAVE CREEK REFUSE COLLECTION

PERFORMANCE STATEMENT OF WORK (PWS)

SECTION 1

GENERAL

1.1 SCOPE OF WORK. The intent of this contract is to provide scheduled refuse collection services for the Cave Creek Ranger District. The contractor shall provide any and all labor, equipment, trash receptacles (except 3 Government-furnished bins), supplies, services, permits, and licenses necessary to collect, load, haul and dump refuse at recreation and administrative sites on the Cave Creek Ranger District of the Tonto National Forest, during the base period January 1, 2019 to December 31, 2019, including four additional one-year Option Periods. This statement of work consists of completing the tasks/subtasks in Section 5 to the performance requirements of Section 7.

1.1.1 LOCATION DESCRIPTION.

The designated pickup areas are located within recreation sites at Bartlett Lake, Needle Rock, and at the Cave Creek Ranger District Office. All of these sites are located within Maricopa County, Arizona. See attached maps (2).

The Contractor shall provide waste receptacles to meet the cubic yard capacity shown below for each site. The Contractor has the option to determine which sizes of receptacles to use in each location (3 – 6 cubic yards). The receptacles may be of one size or various sizes to be determined by the Contractor and agreed to by the Government. The table below gives the assigned capacities for each location at the beginning of the contract period.

Capacities

BARLETT LAKE RECREATION AREA

NEEDLE ROCK RECREATION AREA

Placement of receptacles within the above-listed locations will be determined by the Contracting Officer’s Representative (COR). The COR may direct the Contractor to relocate receptacles within sites and between sites in response to seasonal fluctuations in public demand for refuse service at no additional expense to the Government. Locations of receptacles may also need to be changed due to fluctuations in lake water levels. The COR will advise the Contractor prior to the next collection, so that receptacles can be moved.

1.1.2 ACCESSIBILITY

The Cave Creek Ranger District Office can be accessed via the 101 North to Pima Road, then east on Cave Creek Road to the Bartlett Lake turn-off. To reach Bartlett Lake, continue east on Bartlett Lake Road, which terminates at the recreation area. For Needle Rock head East on Dynamite Road from Pima Road, at the 3-way intersection with Rio Verde Road, then north on Forest Road 20.

1.2 SCHEDULED COLLECTION SERVICE

1.2.1 All trash receptacles shall be serviced once a week for the months of March, April, May, June, July, August, September, and October.

1.2.2 All trash receptacles shall be serviced bi-weekly (every other week) for the months of January, February, November and December.

1.2.3 The recycle bin located at the Cave Creek Ranger district office shall be serviced once per month.

Collection service shall be done on a weekday, Monday-Friday. If servicing of any receptacle is missed due to road closures, blocked access, and/or weather, the contractor shall immediately notify the COR. No damages will be assessed for missed collections due to circumstances beyond the control of the contractor.

1.2.4 Because of high-volume public use during certain Holiday weekends, extra collection service may be requested for the Bartlett Lake and Needle Rock areas on the business day before or after the Holiday.

SECTION 2

DEFINITIONS

2.1.1 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 knowingly to offer defective service, but limits reduced payment to circumstances in which defective performance results in a measurable reduction in the value of services rendered.

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

2.1.3 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.

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

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

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

2.1.7 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.

2.1.8 QUALITY CONTROL. Those actions taken by a contractor to control the performance of services so that they meet the requirements of the PWS.

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

SECTION 3

GOVERNMENT FURNISHED PROPERTY, MATERIALS, SERVICES

Government will provide three (2) 6-yard dumpster bins located at Needle Rock Picnic recreation site. Contractor will be responsible for maintaining the Government-furnished bins during the contract period.

SECTION 4

CONTRACTOR FURNISHED ITEMS/SERVICES

Contractor shall furnish all supplies and equipment, except for Government-furnished bins, necessary to perform this contract, including:

1. Motorized equipment in good operating condition for removal of refuse from each designated collection area. Equipment shall not allow refuse to blow out as the vehicle travels down the road. Truck beds shall be watertight and enclosed.

2. Waste Receptacles, 3-6 cubic yards each.

Contractor shall allow the Government to stencil or affix any additional verbage to the outside of the receptacle, as the Government deems necessary.

SECTION 5

PERFORMANCE WORK STATEMENT TASKS AND CRITICAL SUBTASKS

The following tasks are to be performed to the quality performance requirements shown on the Performance Requirements Summary table in Section IV.

5.1 Provide waste receptacles

5.2 Maintain waste receptacles, including Government-furnished receptacles.

5.3 Collect and remove refuse

SECTION 6

PERFORMANCE REQUIREMENTS SUMMARY

STANDARD

5.1 Provide waste receptacles

Receptacles are provided within each collection site to hold the cubic yard capacity assigned and are to be furnished by the effective date of the contract. Receptacles are safe, efficient and conveniently located for public use.

Receptacles are water tight with a tight-fitting attached lid and are painted a color that conforms to the natural landscape.

Receptacles are numbered sequentially on the front in three-inch, black bold face lettering. No two receptacles are numbered the same.

100%

Graffiti is removed promptly.

Damaged receptacles are repaired or replaced promptly.

Move receptacles within the collections areas as requested.

Poor performance rating.

5.3 Collect and remove refuse

Each receptacle is emptied weekly during the months of March – October and emptied bi-weekly during the months of November – February. Receptacles are serviced between sunrise and sunset.

Contractor employees maintain a reasonable appearance and are courteous to the public.

Receptacle lids are closed after servicing.

Extra collections are performed on the business day requested.

100%

Visual Inspection

No payment for receptacles not serviced, except in cases due to circumstances beyond the control of the contractor.

Contractor may be assessed actual damages incurred by the Government for removing the waste.

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 Cubic Yard (CY).

The Contractor will be paid at the unit price quoted for each completed and accepted Cubic Yard. The cubic yards 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.

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.: 2015-5469 Revision No. 8 dated 7/26/2018 11 pages Maps (2)

2 pages

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

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

__ (5) [Reserved].

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

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

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

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

__ (10) [Reserved].

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

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

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

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

__ (13) [Reserved]

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

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

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

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

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

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

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (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)).

__ (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. 657 f).

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

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

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

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

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

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

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

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

(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.

(30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (July 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).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

X__ (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).

__ (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 (Jul 2013) (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,…