2021 Apache-Sitgreaves Water and Wastewater Testing.pdf

COMBINED SYNOPSIS/SOLICITATION IAW FAR 12.603

SOLICITATION NUMBER: 127EAU21Q0082

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in

Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested based on the requirements outlined in this combined synopsis/solicitation. A written solicitation will not be issued.

This solicitation is issued as a Request for Quotation (RFQ), for a firm fixed price contract. This solicitation document and incorporated provisions and clauses are those in effect through Federal

Acquisition Circular 2020-06. This procurement is being issued as a 100% SMALL BUSINESS SET-

ASIDE utilizing the NAICS and size standard listed below. The Government will award a base contract with 2-EA 1-year options (subject to the availability of Government Funding resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government based on price and past performance of the firm as described in Section M of the attached solicitation document.

The United States Forest Service (USFS) intends to award one firm-fixed-priced contract for the acquisition of items listed below. The Government intends to select one contractor; however, the

Government reserves the right to award no contract at all, depending on the quality of the quotes and prices submitted.

Quote Due Date

Quotes are due NLT Tuesday, September 28, 2021 at 3:00 p.m. Mountain Daylight Time via email to:

Geraldine M. Carrasco at: geraldine.carrasco@usda.gov

Required Delivery Date & Location

This project has timing restrictions for testing samples.

US Forest Service

Apache-Sitgreaves National Forest

P.O. Box 640

30 S. Chirichua Drive

Springerville, AZ 85938

Competition requirements:

100% Small-Business Set-Aside

NAICS Code:

541380 – Testing Laboratories

Size Standard:

$16.5

SECTION B – SERVICES AND PRICES

Apache-Sitgreaves Water Testing Services

NOTE: The quantities of tests (water and wastewater) may increase or decrease due to contingencies or changes in regulations.

BASE YEAR: 09/30/2021 – 09/30/2022

Item

Test Name

Estimated

Quantity Cost per Test Total

Wastewater Tests

1 E-Coli 48

2 Fecal 12

3 BOD Influent 12

4 BOD Effluent 12

5 TSS Influent 12

6 TSS Effluent 12

7 Ammonia 12

8 TKN 12

9 NO2, NO3 12

10 Hardness 12

11 Zinc 12

12 Metals ICPMS List 4

13 Mercury 4

14 Calcium and Magnesium 4

15 Total Cyanide 4

16 Amenable Cyanide 4

17 Fluoride 4

18 Oil and Grease 2

19 Copper 2

20 Iron 2

21 LL Mercury (CVAPS) 2

22 Hydrogen Sulfides 2

23 Sulfides 2

Test Name

Estimated

Quantity Cost per Test Total

24 Phos Phorus 1

25 TDS 1

26 Boron 1

27 Chromium IV 1

28 VOC 8260 1

29 TCLP and Metals 1

30 Herbicides 1

Drinking Water Tests

Microbiologic Water

Analysis (Bac-T)

Fecal Coliform -

Membrane Filter

Technique

33 E-Coli 48

34 Nitrate as N 8

35 Nitrite as N 8

Subtotal

OPTION YEAR 1: 09/30/2022 – 09/30/2023

Test Name

Estimated

Quantity Cost per Test Total

Test Name

Estimated

Quantity

Microbiologic Water

Membrane Filter

OPTION YEAR: 09/30/2023 – 09/30/2024

Test Name

Estimated

Quantity Cost per Test Total

Test Name

Estimated

Quantity

Microbiologic Water

Membrane Filter

Name of Contractor Signature Date

DUNS No: ___________________________

It is the Government’s intention to award a single firm fixed price contract with a base year and 2 – EA 1-year options. Each 1- year option may be awarded at the discretion of the Government and is subject to the availability of Government funding. Please include all applicable taxes in your quotation.

All questions regarding this Request for Quotation must be sent in writing via e-mail Geraldine M. Carrasco (CO) at geraldine.carrasco@usda.gov no later than Tuesday, September 28th, 2018 at 3:00 PM MDT.

OFFERS ARE DUE: September 28, 2021, 3:00 PM MDT

GENERAL INFORMATION:

OFFERORS SHALL BE REGISTERED AND ACTIVE IN THE SYSTEM FOR AWARD

MANAGEMENT (SAM) (www.sam.gov) and SHALL ENTER THEIR REPRESENTATIONS AND

CERTIFICATIONS ONLINE.

mailto:geraldine.carrasco@usda.gov

SECTION C--DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

Apache-Sitgreaves National Forest Water and Wastewater Testing

Base Year: 2022-23

Option Year 1: 2023-24

Option Year 2: 2024-25

Description of Services – The contractor shall provide all Federal and Arizona Department of Environmental

Quality (ADEQ) required water and wastewater tests for the Apache-Sitgreaves National Forests. Forest Service shall take and deliver the samples to the testing facility. Tests shall be monthly, quarterly, annually, and system start-up (see table below). Tests may also be required outside of the normal cycles due to emergencies or repairs and quantity and type of test will be determined by the need.

Contract Period – Contract is for one year with four option years, starting 1 October 2021

System Operating Periods –

a. Black Mesa Ranger Station: year-round (water and wastewater)

b. Pinedale: year-round (water only)

c. Greer Admin: year-round (water only)

d. Hannagan Meadow: approximately Apr 1 – Oct 31. (water only)

e. Blue Camp: approximately Apr 1 – Oct 31. (water only)

f. Strayhorse: approximately Apr 1 – Oct 31. (water only)

Contractor Certifications – Contractor must be certified to perform required Federal and Arizona water and wastewater tests.

Location of Services – Water and Wastewater samples shall be delivered to the contractors testing facility by US

Forest Service. Contractor’s facility to deliver samples must be within 120 road miles of the Apache-Sitgreaves

Forest Offices, 30 Chiricahua Drive, Springerville AZ 85938 to ensure samples arrive within the maximum time limit after being taken.

Contractor Responsibilities – Contractor shall provide new, one-time use sample containers for use by Forest

Service water system operator. Contractor is responsible for the sample once they are delivered to the testing facility to include disposal after testing. Contractor will then perform required tests and notify Forest Service of the results within 5 calendar days after submission. All results and payment invoices shall be submitted using a computer-generated form and e-mailed to milton.nelson@usda.gov. and the designated Contracting Officer

Representative (COR). Samples will be delivered by the Forest Service at various times, Monday – Thursday as samples are taken.

Table 1.

Monthly test qty Quarterly test qty Annual test qty Startup test qty

T1 Bac-T 51 T2 Metals 4 T3 VOC 1 T4 Bac-T 8

TKN NO2

NO3 12

Metals prep 4 Nitrates 4

Fecal

Coliform

(membrane filter technique) 12 Fluoride 4

Cyanide 4 mailto:milton.nelson@usda.gov

Work To Be Performed – The number and type of required samples for water and waste water testing are shown below in Table 1. These are the known quantities of tests required each year. Quantities of monthly tests may change slightly depending on opening dates for sites closed over winter.

Work To Be Performed – Special Circumstances. The number and type of tests for special circumstances will depend on the type of circumstance. Examples are repairs to systems requiring additional testing, damage repair, etc.

Government Representatives – The COR for this contract will be assigned by the Contracting Officer and the contact information will be provided to the contractor. Water System Operator will be Milt Nelson, milton.nelson@usda.gov , (928) 333-6209. The Apache-Sitgreaves Forest Engineer, (928) 333-6274, may be contacted in the event the other two representatives are unavailable. USFS personnel assigned to the contract may change during the term of the contract and the contractor shall be notified of any USFS personnel changes.

Contractor shall only follow instructions from Contracting Officer, Contracting Officer Representative, or Water

System Operator. No other Forest Service employee shall direct the contractor mailto:milton.nelson@usda.gov

SECTION D--PACKAGING AND MARKING

{For this Solicitation, there are NO clauses in this Section}

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.acquisition.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)

FAR 52.246-20 Warranty of Services (MAY 2001)

(a) Definition. "Acceptance," as used in this clause, means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the contract.

(b) Notwithstanding inspection and acceptance by the Government or any provision concerning the conclusiveness thereof, the Contractor warrants that all services performed under this contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract. The Contracting Officer shall give written notice of any defect or nonconformance to the Contractor within 30 days. This notice shall state either--

(1) That the Contractor shall correct or reperform any defective or nonconforming services;

or

(2) That the Government does not require correction or reperformance.

(c) If the Contractor is required to correct or re-perform, it shall be at no cost to the Government, and any services corrected or re-performed by the Contractor shall be subject to this clause to the same extent as work initially performed. If the

Contractor fails or refuses to correct or re-perform, the Contracting Officer may, by contract or otherwise, correct or replace with similar services and charge to the

Contractor the cost occasioned to the Government thereby, or make an equitable http://www.acquisition.gov/far/ adjustment in the contract price. If the Government does not require correction or re-performance, the Contracting Officer shall make an equitable adjustment in the contract price.

SECTION F – DELIVERIES OR PERFORMANCE

Period of Performance – 1 Year from date of award for the base year. Options may be awarded at the discretion of the Government and are subject to the availability of

Government funding.

SECTION G – CONTRACT ADMINISTRATION

The Contracting Officer is Geraldine M. Carrasco who will be responsible for administering all aspects of a contract resulting from this solicitation.

SECTION H--SPECIAL CONTRACT REQUIREMENTS

SCR1 Proposed preparation costs are at the expense of the offeror and will not be reimbursed.

SCR2 Contractor Access: If the contractor must unlock a gate, the Contractor is required to relock the gate upon entry and egress.

SCR3 CONTRACTING OFFICER AUTHORITY: The Awarded Contractor is hereby notified that ONLY the Contracting Officer, acting within the scope of the contract, and after consultation with any CORs, has the authority to make changes which affect:

• Contract prices and pricing issues;

• Schedule terms and conditions;

• Terms of the contract

In no event shall any understanding, agreement, modification, or change order between the

Contractor and a Government person or any individual other than the Contracting Officer be effective or binding upon the Government. Contractor shall not proceed with change unless that change is reduced to writing and agreed upon and signed by the Contracting Officer.

This agreement is the entire agreement, terms and conditions, between the Government and the

Contractor; any dispute that arises over the performance of this agreement shall be decided in order of precedence by the Schedule, the Statement of Work, the Clauses, and Provisions.

H.1 N/A

H.2 N/A

H.3 N/A

H.4 N/A

H.5 N/A

H.6 N/A

H.7 FAR 52.236-7 PERMITS AND RESPONSIBILITIES (NOV 1991)

The Contractor shall, without additional expense to the government, be responsible for obtaining any necessary licenses and permits, and for complying with any Federal, State, and municipal laws, codes, and regulations applicable to the performance of the work.

The Contractor shall also be responsible for all damages to persons or property that occurs as a result of the Contractor's fault or negligence. TheContractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the contract.

H.8 FAR 52.236-9 PROTECTION OF EXISTING VEGETATION,

STRUCTURES, EQUIPMENT, UTILITIES AND IMPROVEMENTS (APR 1984)

H.9 N/A

H.10 N/A

H.11 INCLEMENT WEATHER

When inclement weather sets in, and the work is impractical, upon written request by the contractor, the Contracting Officer may authorize a total suspension until such weather has passed, and work can proceed. During period of total suspension, the calendar days elapsed will not be charged against the contract time specified.

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

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.202-1 Definitions

52.203-5 Covenant Against Contingent Fees.

52.203-6 Restrictions on Subcontractor Sales to the Government (SEP 2006)

52.203-7 Anti-Kickback Procedures (MAY 2014)

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

2014)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (MAY 2014)

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal

Transactions.

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

52.203-13 Contractor Code of Business Ethics and Conduct.

52.203-16 Preventing Personal Conflicts of Interest

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of

Whistleblower Rights

52.204-6 Data Universal Numbering System Number

52.204-9 Personal Identity Verification of Contractor Personnel

52.204-14 Service Contract Reporting Requirements

52.204-16 Commercial and Government Entity Code Reporting

52.204-18 Commercial and Government Entity Code Maintenance

52.204-19 Incorporation by Reference of Representations and Certifications

52.209-6 Protecting the Government's Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JAN 2005) (Applicable if contract exceeds $25,000)

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations.

52.212-1 Instructions to Offerors- Commercial Items.

52.212-2 Evaluation-Commercial Items

52.212-3 Offeror Representations and Certifications Commercial Items (AUG 2009)

52.212-4 Contract Terms and Conditions Commercial Items (MAR 2009)

52-212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders –

Commercial Items (APR 2010)

52.215-2 Audit and Records -- Negotiation (OCT 2010)

52.215-8 Order of Precedence--Uniform Contract Format (OCT 1997)

52.216-24 Limitation of Government Liability. (See Note 1.)

52.216-25 Contract Definitization. (Note 1.)

52.219-6 Notice of Total Small Business Set-Aside (JUN 2003)

52.219-14 Limitations on Subcontracting. (See Note 2.)

52.219-28 Post-Award Small Business Program Representation

52.222-3 Convict Labor (JUN 2003)

52.222-17 Nondisplacement of Qualified Workers

52.222-21 Prohibition of Segregated Facilities (FEB 1999)

52.222-26 Equal Opportunity (APR 2002) (Applicable if contract exceeds $10,000)

52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and other

Eligible Veterans (DEC 2001) (Applicable if contract exceeds $25,000)

52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998) (Applicable if contract exceeds $10,000)

52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and other Eligible Veterans (DEC 2001) (Applicable if contract exceeds $25,000)

52.222-40 Notification of Employee Rights Under the National Labor Relations Act.

52.222-41 Service Contract Act of 1965, as Amended (JUL 2005)

52.222-44 Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment

52.222-50 Combating Trafficking in Persons

52.222-54 Employment Eligibility Verification

52.222-55 Establishing a Minimum Wage for Contractors

52.223-6 Drug-Free Workplace (MAY 2001) (Applicable if contract is awarded to an individual)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions

Relating to Iran--Representation and Certifications.

52.232-1 Payments (APR 84)

52.232-8 Discounts for Prompt Payment (FEB 2002)

52.232-11 Extras (APR 1984)

52.232-23 Assignment of Claims (JAN 1986)

52.232-25 Prompt Payment (OCT 2003)

52.232-33 Payment by Electronic Funds Transfer – Central Contractor Registration (OCT 2003)

52.232-39 Unenforceabilityof Unauthorized Obligations

52.233-1 Disputes (JULY 2002)

52.233-3 Protest After Award (AUG 1996)

52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004)

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

52.243-1 Changes Fixed-Price (AUG 1987)—Alt. (APR 1984)

52.244-6 Subcontracts for Commercial Items

52.245-1 Property Records (APR 1984)

52.245-2 Government Property (Fixed-Price Contracts) (MAY 2004)

52.246-4 Inspection of Services--Fixed Price

52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short From) (APR 1984

52.249-8 Default (Fixed-Price Supply and Service) (APR 1984)

52.253-1 Computer Generated Forms (JAN 1991)

AGRICULTURE ACQUISITION REGULATION (48 CFR CHAPTER 4) CLAUSES

452.237-70 Loss, Damage, Destruction or Repair (FEB 1988)

Restrictions Against Disclosure (FEB 1988)

CLAUSES INCORPORATED IN FULL TEXT:

52.204-3 -- Taxpayer Identification. Taxpayer Identification (Oct 1998)

(a) Definitions.

“Common parent,” as used in this provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member.

“Taxpayer Identification Number (TIN),” as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number.

(b) All offerors must submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M and implementing regulations issued by the

IRS. If the resulting contract is subject to the reporting requirements described in Federal Acquisition

Regulation (FAR) 4.904, the failure or refusal by the offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract.

(c) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the offeror’s relationship with the government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror’s TIN.

(d) Taxpayer Identification Number (TIN).

[_] TIN:_____________________.

[_] TIN has been applied for.

[_] TIN is not required because:

[_] Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States;

[_] Offeror is an agency or instrumentality of a foreign government;

[_] Offeror is an agency or instrumentality of a Federal Government;

(e) Type of organization.

[_] Sole proprietorship;

[_] Partnership;

[_] Corporate entity (not tax-exempt):

[_] Corporate entity (tax-exempt):

[_] Government entity (Federal, State, or local);

[_] Foreign government;

[_] International organization per 26 CFR 1.6049-4;

[_] Other _________________.

(f) Common Parent.

[_] Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision.

[_] Name and TIN of common parent:

Name_______________________________

TIN________________________________

(End of Provision)

System for Award Management (Oct 2018)

(a) Definitions. As used in this provision—

Electronic Funds Transfer (EFT) indicator means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management records for identifying alternative

EFT accounts (see subpart 32.11) for the same entity.

Registered in the System for Award Management (SAM) means that–

(1) The Offeror has entered all mandatory information, including the unique entity identifier and the EFT indicator, if applicable, the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14) into SAM

(2) The offeror has completed the Core, Assertions, and Representations and Certifications, and

Points of Contact sections of the registration in SAM;

(3) The Government has validated all mandatory data fields, to include validation of the

Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The offeror will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record "Active".

https://www.acquisition.gov/far/subpart-32.11#FAR_Subpart_32_11 https://www.acquisition.gov/far/subpart-4.14#FAR_Subpart_4_14

Unique entity identifier means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b)(1) An Offeror is required to be registered in SAM when submitting an offer or quotation, and shall continue to be registered until time of award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "Unique Entity Identifier" followed by the unique entity identifier that identifies the Offeror's name and address exactly as stated in the offer. The Offeror also shall enter its EFT indicator, if applicable. The unique entity identifier will be used by the Contracting Officer to verify that the Offeror is registered in the SAM.

(c) If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for establishment of the unique entity identifier directly to obtain one. The

Offeror should be prepared to provide the following information:

(1) Company legal business name.

(2) Trade style, doing business, or other name by which your entity is commonly recognized.

(3) Company physical street address, city, state, and Zip Code.t

(4) Company mailing address, city, state and Zip Code (if separate from physical).

(5) Company telephone number.

(6) Date the company was started.

(7) Number of employees at your location.

(8) Chief executive officer/key manager.

(9) Line of business (industry).

(10) Company headquarters name and address (reporting relationship within your entity).

(d) Processing t ime should be taken into consideration when registering. Offerors who are not registered in SAM should consider applying for registration immediately upon receipt of this solicitation. See https://ww.sam.gov for information on registration.

(End of provision) http://www.sam.gov/ http://www.sam.gov/ http://www.sam.gov/

Alternate I (Oct 2018). As prescribed in 4.1105(a)(2), substitute the following paragraph (b)(1) for paragraph (b)(1) of the basic provision:

(b)(1) An Offeror is required to be registered in SAM as soon as possible. If registration is not possible when submitting an offer or quotation, the awardee shall be registered in SAM in accordance with the requirements of clause 52.204-13, System for Award Management

Maintenance.

Contract Terms and Conditions-Commercial Items (Oct 2018)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act

(31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The

Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its https://www.acquisition.gov/far/4.1105#FAR_4_1105 https://www.acquisition.gov/far/52.204-13#FAR_52_204_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-1#FAR_52_233_1 https://www.acquisition.gov/far/52.202-1#FAR_52_202_1 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.

https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34

(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.

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(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.

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(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.

https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with

31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain

Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and

41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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(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)

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.]

(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-https://www.acquisition.gov/far/52.202-1#FAR_52_202_1

(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-

(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.

https://www.acquisition.gov/far/subpart-2.1#FAR_Subpart_2_1

(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.

(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…