2020 Sedona Refuse Collection (Oak Creek Canyon) Re-Advertised.pdf

Service SOL NO: 12837120Q0139

PROJECT: 2020 Sedona Refuse Collection (Oak Creek Canyon)

UNIT: Coconino National Forest

PART I—THE SCHEDULE

SECTION B—SUPPLIES OR SERVICES AND PRICES/COSTS

Line Item

Description

Quantity

Service Trips

Unit Price/ Service Trips

TOTAL PRICE

Furnish all necessary materials, labor, supplies, supervision, equipment, and incidentals needed to provide pickup and removal/disposal of trash of public facilities identified on the Red Rock Ranger District. All pricing shall include all applicable taxes.

BASE PERIOD (July 15, 2020 – December 31, 2020) – Provide Services for the ENCINOSO Picnic Area.

ST

Provide services for HALFWAY Picnic Area.

Provide services for the BANJO BILL Picnic Area.

Provide services for the BOOTLEGGER Picnic Area.

OPTION YEAR ONE - (January 1, 2021 – December 31, 2021) – Provide services for ENCINOSO Picnic Area.

OPTION YEAR TWO - (January 1, 2022 – December 31, 2022) – Provide services for ENCINOSO Picnic Area.

TOTAL

Service SOL NO: 12837120Q0139

UNIT: Coconino National Forest

PART I—THE SCHEDULE

SECTION B—SUPPLIES OR SERVICES AND PRICES/COSTS

(Continued)

DUNS NO: ____________________________________

TIN NO: ______________________________________

NOTE: All pricing shall include Arizona tax and fees if applicable.

NOTE: No award will be made unless offeror is currently registered and active in the SAM database. Offerors shall bid on ALL line items.

“I have read and Acknowledge of Tax Delinquency on page 35 - 37.

Signature:______________________________________ Date:________________________________

See Section M for evaluation criteria. Offeror’s must submit offers in accordance with Section M.

NOTE: E-MAIL OFFERS WILL BE ACCEPTED. Email: geraldine.carrasco@usda.gov. It is the responsibility of the

Contractor to confirm that his/her offer was received. Phone: 575-313-3232.

If offers are mailed, offer must be received no later than July 13, 2020 3:00 P.M. MST. Mail To: Southwestern Region, %Gila

National Forest, ATTN: Geraldine M. Carrasco, 3005 E. Camino Del Bosque, Silver City, NM 88061

OPTION YEAR THREE - (January 1, 2023 – December 31, 2023) – Provide services for ENCINOSO Picnic Area.

OPTION YEAR FOUR - (January 1, 2024 – December 31, 2024) – Provide services for ENCINOSO Picnic Area.

AGGREGATE

TOTAL

Service SOL NO: 12837120Q0139

UNIT: Coconino National Forest

Descriptions:

Dumpsters = 300 gallon 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 trash container. Trash container removal will conform to District standards for style and color (green or brown).

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

Trash containers will be completely emptied per schedule.

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

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

Service Locations:

Site Name Number & Location of Trash

Cans/Dumpsters

Frequency of Trash Pickup

Encinoso PA 2 trash containers in Parking Lot Trash Container 1 Time per Week Off Season, 2 Times per Week Peak

Season

Halfway PA 1 trash container in Parking Lot Trash Container 1 Time per Week Off Season, 2 Times per Week Peak

Season

Banjo Bill PA 1 trash container in Parking Lot Trash Container 1 Time per Week Off Season, 2 Times per Week Peak

Season

Bootlegger PA 1 trash container in Parking Lot Trash Container 1 Time per Week Off Season, 2 Times per Week Peak

Season

PA = Picnic Area

General Definitions:

Peak Season = April 1 through September 30

Off Season = October 1 through March 31

Service SOL NO: 12837120Q0139

CONTRACT PERIOD AND RENEWAL OPTION AND PAYMENT

Contract Period and Renewal Option

The contract Base Period is from June 15, 2020 to December 31, 2020.

The base year of the contract period shall extend for four fiscal years from

January 1, 2021 to December 31, 2024. However, at the option of the

Government and availability of funds, the contract may be renewed for an additional 4-year period, not to exceed one renewal period provided the

Contracting Officer serves preliminary notice of renewal at least 60 calendar days prior to contract expiration. The renewal is at the same terms and conditions except that any renewal is subject to the provisions of Section I, FAIR LABOR

STANDARDS ACT and SERVICE CONTRACT ACT- (FAR 52.222-440)

Payment

Payments will be made in accordance with provisions of Prompt Payment and be made using the IPP (Invoicing Processing Platform).

Service SOL NO: 12837120Q0139

SECTION D--PACKAGING AND MARKING

SECTION E--INSPECTION AND ACCEPTANCE

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

www.arnet.gov/far/

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.246-1 Contractor Inspection Requirements (APR 1984)

52.246-4 Inspection of Services—Fixed Price (AUG 1996)

E-1 CONTRACTOR QUALITY CONTROL SYSTEM

The Contractor shall identify the quality control inspection system it will use to ensure that contract specifications will be achieved. At no time shall the contractor rely upon

Government inspections to provide notification of unsatisfactory performance. The

Contractor shall produce written inspection records in a format and at times and places satisfactory to the Contracting Officer. Inspection records shall be made available upon request of the Contracting Officer and be maintained until the date of contract closure.

The Contracting Officer may observe the Contractor’s inspection at any time and shall otherwise have unlimited access to the inspection data.

E-2 QUALITY ASSURANCE

The Government may inspect 10% or more of the completed survey units. The

Government will randomly select the time and place of the inspection without the

Contractor’s knowledge. The Government will walk through the surveyed areas evaluating unit conditions and ensuring no sites were overlooked.

The Government may request a selection of completed draft cultural site records at any time for inspection to evaluate site recording procedures.

http://www.arnet.gov/far/

Service SOL NO: 12837120Q0139

The Contractor shall resurvey any area or portion that does not meet the terms of the contract. If the inspection reveals the need for rework, the Government will notify the Contractor immediately in writing. All rework shall be completed prior to proceeding with new areas.

SECTION F--DELIVERIES OR PERFORMANCE

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

52.242-14 Suspension of Work (APR 1984)

52.242-15 Stop Work Order (AUG 1989)

52.242017 Government Delay of Work (APR 1984)

F-1 FAR 52.211-10 Commencement, Prosecution, and Completion of Work (APR 1984)

The Contractor shall be required to (a) commence work under this contract within _10_ calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than _N/A_ calendar days. The time stated for completion shall include final cleanup of the premises.

The completion date is based on the assumption that the successful offeror will receive the notice to proceed within 5 calendar days from date of award. The completion date will be extended by the number of calendar days after the above date that the Contractor receives the notice to proceed, except to the extent that the delay in issuance of the notice to proceed results from the failure of the Contractor to execute the contract and give the required performance and payment bonds within the time specified in the offer.

52.212-4 Terms and Conditions-Commercial Items (Oct 2018)

F-2 SCHEDULES FOR SERVICE CONTRACTS

Contractor shall, within ten (10) days from receipt of a request from the Contracting

Officer, submit a time chart or schedule of proposed progress to ensure completion of the work within the time set forth in this contract. If the Contractor’s progress falls behind the schedule, Contractor shall take such action as necessary to improve progress; in addition the Contracting Officer may require the Contractor to submit a revised schedule and proposed plan of work to ensure completion of the work within the time specified.

Service SOL NO: 12837120Q0139

Service SOL NO: 12837120Q0139

SECTION G--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 and held within __10__ days after the date of contract award. The conference will be held at a time and date to be determined.

GOVERNMENT-FURNISHED PROPERTY

The Government will provide the following item(s) of Government property to the Contractor for use in the performance of this contract. This property shall be used and maintained by the

Contractor in accordance with the provisions of the "Government Property" FAR clause contained elsewhere in the contract.

N/A

DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE.

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

The Contracting Officer should be informed as soon as possible of any actions or inactions by the Contractor or the Government which will change the required delivery or completion times stated in the contract, and the contract will be modified accordingly. (This does not apply to individual task assignments which were issued by the COR provided they do not affect the delivery schedule or performance period stated in the contract.)

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

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

FAR 52.204-9 Personal Identity Verification of Contractor Personnel (Jan 2011)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-

12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information

Processing Standards Publication (FIPS PUB) Number 201.

Service SOL NO: 12837120Q0139

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee’s employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

Service SOL NO: 12837120Q0139

SECTION H--SPECIAL CONTRACT REQUIREMENTS

H.1 FAR 52.236-4 Physical Data (APR 1984)

Data and information furnished or referred to below is for the Contractor's information. The

Government shall not be responsible for any interpretation of or conclusion drawn from the data or information by the Contractor. (a) The indications of physical conditions on the drawings and in the specifications are the result of site investigations by surveys.

(b) Weather conditions _10 year average, National Weather Service_.

Utility Services

Available.

H.2 Contractor Representative

The contractor shall provide a contract representative for the performance of the work. The name of this person and an alternate(s) who shall act for the contractor when the contractor is absent shall be designated in writing to the contracting officer.

H.3 SAFETY PLAN

1. The Contractor shall provide a copy of their safety plan at the pre-work meeting. This copy of the Safety plan shall be kept in the contract folder for OSHA’s review.

2. The Safety Plan should be available to all employees and subcontractors working on the contract.

3. The Safety Plan should cover at a minimum:

a. Safety briefings covering the work area, equipment being used, and any special consideration for the work under the contract.

b. Personal Protective Equipment for the work under the contract.

c. Identify appropriate OSHA requirements for the type of work under the contract.

d. Weather considerations for the time of year of the contract.

e. Communication issues and locations of the nearest medical facilities.

f. Name of point of contact information of supervisor responsible for enforcing

Safety Plan.

g. Name, position title and point of contact information of company executive responsible for approving the Safety Plan.

h. Specific contingency plans for emergencies such as medical, fire, hazard material spills and any other contract assessed hazard prevention and abatement requirement needs that apply to this project.

Service SOL NO: 12837120Q0139

H-4 SAFETY

Known hazards may consist of, but not all inclusive of the following:

Prevention of Slips and Falls:

1. To help prevent accidents, the Contractor shall post wet floor areas with signs or barricade areas to restrict access.

2. The contractor shall post signs whenever mopping, stripping, or finishing floors.

3. Pay particular attention on rainy days to building entrances, stairways hallways, and restrooms.

4. The Contractor shall ensure adequate safety precautions are being exercised while cleaning windows.

Safe Use of Cleaning Materials and Other Chemicals:

Maintenance and custodial work requires the use of several cleaning materials. Some of these can be dangerous if used improperly. The Contractor shall implement the following procedures at a minimum as well as follow information provided on MSDS (Material Safety Data Sheets):

1. Keep materials labeled.

2. Follow the directions for use. Be sure the chemical is properly diluted if needed.

3. Wear protective garments such as rubber gloves or goggles if necessary or required.

4. Provide adequate ventilation to prevent the buildup of fumes or gases.

5. If an individual is exposed to a chemical, get prompt attention, and if necessary, seek medical help. Check the MSDA for the material data sheet and/or the label on the container.

6. Do not use unknown chemicals. Find out what it is or dispose of safely.

Electrical Hazards:

Electrically-powered equipment can be dangerous if used improperly. Use of electrical equipment on a wet floor or under wet conditions can be very dangerous. The Contractor shall follow these procedures at a minimum:

1. Do not use equipment with a spliced cord or with cut or exposed wires, broken wires, a sort, or a damaged ground.

2. Report damaged equipment, any equipment that gives a shock, or a grounds that have been tampered with to the COR (Contracting Officers Representative).

3. Ground all equipment before use.

Fire Safety and Prevention:

Always be alert to recognize potential fire hazards. If smoke or fire is discovered:

1. Immediately evacuate the area of the fire.

2. Evacuate the building.

3. Sound the alarm if possible.

4. Call the local Fire Department then your supervisor and the COR.

Service SOL NO: 12837120Q0139

SECTION I--CONTRACT CLAUSES

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

www.usda.gov/procurement/policy/agar.html

52.202-1 Definitions. (NOV 2013)

52.203-2 – Certificate of Independent Price Determination (APR 1985)

52.203-3 Gratuities. (APR 1984)

52.203-7 Anti-Kickback Procedures. (MAY 2014)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity.

(MAY 2014)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Oct 2010)

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform

Employee of

Whistleblower Rights (April 2014)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY

2011)

52.204-13 System for Award Management Maintenance. (OCT 2018)

52.211-11 Liquidated Damages - Supplies, Services, or Research and Development. (SEP

2000)

52.212-4 Contract Terms and Conditions-Commercial Items (Oct 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

http://www.usda.gov/procurement/policy/agar.html

Service SOL NO: 12837120Q0139

(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;

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Service SOL NO: 12837120Q0139

(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 Part1315.

(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 Part1315.

https://www.acquisition.gov/content/52232-33-payment-electronic-funds-transfer-system-award-management#i1050674 https://www.acquisition.gov/content/52232-34-payment-electronic-funds-transfer-other-system-award-management#i1050705 https://www.acquisition.gov/content/52232-34-payment-electronic-funds-transfer-other-system-award-management#i1050705 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

Service SOL NO: 12837120Q0139

(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;

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(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.

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(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.

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(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with

Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End 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.

https://www.acquisition.gov/content/52212-5-contract-terms-and-conditions-required-implement-statutes-or-executive-orders-commercial-items#i52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

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(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)

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

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

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

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

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

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

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

(B) Terminate this contract for cause.

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

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

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

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the

Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

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

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

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace

Government-furnished property shall be governed by the clause pertaining to Government property.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

As used in this clause-

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

(ii) “Hourly rate” means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-https://www.acquisition.gov/content/52202-1-definitions#i1063244

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(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) “Materials” means-

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

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

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

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

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

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

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

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

(i) Hourly rate.

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

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

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(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

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

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

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

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

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

(ii) Materials.

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

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

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

(C) To the extent able, the Contractor shall-https://www.acquisition.gov/content/2101-definitions#i1125359

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

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

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

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc.

Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’.”]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).”]

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the

Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue

Service SOL NO: 12837120Q0139 performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting

Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment-

(A) The original timecards (paper-based or electronic);

(B) The Contractor’s timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost-

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise.