AG-024B-S-14-0026_Final_Issued.pdf

OFFEROR’S COPY

(Ref. 48 CFR 1)

Issuing Office:

NATIONAL INTERAGENCY FIRE CENTER

U.S. FOREST SERVICE, CONTRACTING

OWYHEE BUILDING - MS 1100

3833 S. DEVELOPMENT AVE

BOISE, ID 83705

This solicitation can be downloaded from the following Internet site: https://www.fbo.gov/

Offers Are Solicited For:

Maintenance Support Services

Solicitation No:

AG-024B-S-14-0026

Issued Date:

09/23/2014

IMPORTANT – NOTICE TO OFFEROR

- Offers will be due on October 21, 2014 @ 1400 Mountain Time.

- The offeror shall submit the following items in response to this solicitation:

1. SF-1449, blocks 17a, 30a-30c: Complete, date, and sign.

2. Fill in the appropriate information requested in Sections B.1.

3. Provide your responses to Sections E.3, E.7, E.8, and E.9 (Representations and Certifications) of the solicitation.

4. All offerors shall be registered with the System for Award Management at https://www.sam.gov.

THE SOLICITATION PACKAGE SHALL BE RETURNED TO THE FOLLOWING ADDRESS:

National Interagency Fire Center U.S. Forest Service, Contracting Attn: Solicitation No. AG-024B-S-14-0026 Owyhee Building - MS 1100 3833 S. Development Ave Boise, ID 83705-5354

No facsimile (FAX) or e-mail offers will be accepted.

Offerors may contact Michael McFarlane for information about this solicitation at 208-387-5695 or 208-860- 7334.

“The policy of the United States Department of Agriculture Forest Service prohibits discrimination on the basis of race, color, national origin, age, religion, sex, disability, family status, and/or political affiliation.” Persons believing they have been discriminated against in any Forest Service related activity should write to: Chief, Forest Service, USDA, P. O. Box 96090, Washington, DC 20090-6090.

Previous editions of this form are obsolete. FS-6300-44 (11/79)

Solicitation No. AG-024B-S-14-0026 U.S. Forest Service Maintenance Support Services National Office

TABLE OF CONTENTS

i

SECTION A - SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

STANDARD FORM 1449

SECTION B - SCHEDULE OF ITEMS

B.1 SCHEDULE OF ITEMS - LABOR ............................................................................................. B-1 B.2 SCHEDULE OF ITEMS - OTHER ............................................................................................. B-2 B.3 SCOPE...................................................................................................................................... B-2 B.4 CERTIFICATIONS .................................................................................................................... B-2 B.5 TECHNICAL REQUIREMENTS ................................................................................................ B-3 B.6 PARTS AND MATERIAL ........................................................................................................... B-4 B.7 REPORTS AND RECORDS ..................................................................................................... B-4 B.8 INSURANCE REQUIREMENTS ............................................................................................... B-4 B.9 GOVERNMENT FURNISHED PROPERTY .............................................................................. B-5 B.10 GOVERNMENT RESPONSIBILITIES. ..................................................................................... B-5

SECTION C - CONTRACT CLAUSES

C.1 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS ........................................ C-1 C.2 CONTRACT CLAUSES INCORPORATED BY REFERENCE ................................................ C-8 C.3 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS .......................................... C-8

C.4 ASSURANCE REGARDING FELONY CONVICTION OR TAX DELINQUENT STATUS

FOR CORPORATE APPLICANTS ........................................................................................ C-15 C.5 EFFECTIVE PERIOD OF THE CONTRACT .......................................................................... C-15 C.6 ORDERING ............................................................................................................................ C-16 C.7 MINIMUM AND MAXIMUM CONTRACT AMOUNTS ............................................................ C-16 C.8 ORDER LIMITATIONS ........................................................................................................... C-16 C.9 INDEFINITE QUANTITY ........................................................................................................ C-17 C.10 OPTION TO EXTEND SERVICES ......................................................................................... C-17 C.11 ORDERING. THE FOLLOWING IS ADDED: .......................................................................... C-17 C.12 OPTION TO EXTEND THE TERM OF THE CONTRACT ..................................................... C-17 C.13 ADDENDUM TO FAR 52.212-4 (G) INVOICES ...................................................................... C-18

C.14 NOTICE OF CONTRACTOR PERFORMANCE ASSESSMENT REPORTING

SYSTEM ................................................................................................................................. C-18 C.15 INSPECTION AND ACCEPTANCE ....................................................................................... C-19 C.16 POST AWARD CONFERENCE ............................................................................................. C-20 C.17 GOVERNMENT-FURNISHED PROPERTY ........................................................................... C-20 C.18 TASK/DELIVERY ORDERS (TO/DO) ..................................................................................... C-20 C.19 MEASUREMENT AND PAYMENT ......................................................................................... C-20 C.20 THIRD PARTY AGREEMENTS .............................................................................................. C-21 C.21 DUTY-FREE ENTRY ............................................................................................................. C-21 C.22 DUTY FREE ENTRY ADDENDUM. ........................................................................................ C-23

C.23 AFFIRMATIVE PROCUREMENT OF BIO BASED PRODUCTS UNDER SERVICE

AND CONSTRUCTION CONTRACT ..................................................................................... C-23

SECTION D- CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

D.1 SECTION D EXHIBITS ............................................................................................................. D-1

TABLE OF CONTENTS

ii

SECTION E - SOLICITATION PROVISIONS

E.1 GENERAL INFORMATION ....................................................................................................... E-1 E.2 SIZE STANDARD AND NAICS CODE INFORMATION .......................................................... E-1 E.3 INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS ................................................... E-1 E.4 EVALUATION - COMMERCIAL ITEMS ................................................................................... E-3 E.5 INQUIRIES ............................................................................................................................... E-5 E.6 SINGLE OR MULTIPLE AWARDS .......................................................................................... E-5

E.7 REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT

TAX LIABILITY OR A FELONY CONVICTION ........................................................................ E-5 E.8 INFORMATION REGARDING RESPONSIBILITY MATTERS ................................................ E-6

E.9 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS .......... E-7

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

2. CONTRACT NO.

3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

AG-024B-S-14-0026

6. SOLICITATION ISSUE

DATE

September 23, 2014

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

MICHAEL McFARLANE

b. TELEPHONE NUMBER (No collect calls)

(208) 387-5695

8. OFFER DUE DATE/

LOCAL TIME

October 21, 2014

2:00 PM MDT

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: 100% FOR:

U.S. FOREST SERVICE, CONTRACTING

NATIONAL INTERAGENCY FIRE CENTER

OWYHEE BUILDING – MS 1100

3833 S DEVELOPMENT AVE

BOISE, ID 83705-5354

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

HUBZONE SMALL

BUSINESS

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL BUSINESS

(EDWOSB)

NAICS: 488190

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8 (A)

SIZE STANDARD:

$32.5 Million

11. DELIVERY FOR FOB DESTINA-

TON UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

See Block 9

17a. CONTRACTOR/ CODE FACILITY 18a. PAYMENT WILL BE MADE BY CODE

OFFEROR CODE

ALBUQUERQUE SERVICE CENTER

INCIDENT BUSINESS – CONTRACTS

101B SUN AVENUE, NE

ALBUQUERQUE, NM 87109

TELEPHONE NO. NINE-DIGIT DUNS NO. .

17b CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

SEE SECTION B (ATTACHED)

INSPECTION AND MAINTENANCE SUPPORT

FOR US FOREST SERVICE OWNED AIRCRAFT

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 .

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

HEREIN.

29. AWARD OF CONTRACT: REF. _________________ __ OFFER

DATED _______________ . YOUR OFFER ON SOLICITATION (BLOCK

5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET

FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNED (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION NOT USABLE STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

SECTION B

SCHEDULE OF ITEMS

B-1

B.1 SCHEDULE OF ITEMS - LABOR

(a) US Forest Service Fleet Aircraft. Provide maintenance services for the Government-owned and/or operated aircraft identified in the table below.

US Forest Service Fleet Aircraft

Aero Commander AC 500B Cessna TU206 Beechcraft KingAir Series DeHaviiland DHC-2 Beaver Bell 206BIII DeHavilland DHC-6 Twin Otter Bell AH-1 Cobra Piper PA18-150 Cessna Citation 550 Bravo Shorts C-23A Sherpa Cessna C-185 Shorts SD3-60 Sherpa

Other Government aircraft as need arises

(b) Pricing. The offeror shall propose prices for all Contract Line Items identified below. The offeror must be capable of supporting at least one of the aircraft identified above and shall hold an FAA part 145 Certified Repair Station and be located within a 15 mile radius of Boise Airport, Boise, Idaho.

CLIN Service or Product Base Year

Option

Option

Option

Option

1 Labor, Maintenance (Scheduled)1 $ $ $ $ $

2 Labor, Maintenance (Unscheduled)2 $ $ $ $ $

3 Labor, Maintenance (Overtime Rate) $ $ $ $ $

4 Labor, Maintenance (Sunday/Holiday)3 $ $ $ $ $

5 Labor, Avionics (Scheduled) $ $ $ $ $

6 Labor, Avionics (Unscheduled)2 $ $ $ $ $

7 Labor, Avionics (Overtime Rate) $ $ $ $ $

8 Labor, Avionics (Sunday / Holiday)3 $ $ $ $ $

9 After Hours Callout $ $ $ $ $

10 Aircraft Exterior Wash/Interior Vacuum $ $ $ $ $

1 All labor for Scheduled Inspections to be performed in accordance with manufacturers recommended inspection program as supplied by the USFS for the applicable airframe.

2 All unscheduled or additional labor shall be identified as an individual discrepancy with estimated cost approved by the government prior to the work being performed

3 Excludes any additional callout fee

Travel – Any travel expenses shall be reimbursed in accordance with the Federal Travel Regulations

B-2

B.2 SCHEDULE OF ITEMS - OTHER

CLIN 11 – Parts

All parts and subcontracted services shall be paid for at a maximum of actual cost plus the percentage indicated below to cover material handling charges, which should include indirect costs including G & A costs allocated to direct material that are not included in any hourly rates or flat rates.

Cost Plus _________%

CLIN 12 – MISCELLANEOUS SHOP SUPPLIES

Consumables used in the course of the maintenance being performed not charged as flat-rate or parts.

________% of ____________

B.3 SCOPE

(a) The intent of this solicitation is to obtain commercial aircraft maintenance services for Government owned and operated aircraft. Avionics support is not the primary intent of this solicitation and the shop rates for avionics are ancillary to the support of maintenance issues on the aircraft. The establishment of a good working relationship between the Contractor and Government is essential to the success of this agreement. The Contractor’s employees' cooperation, professionalism, and positive attitude are required to establish the necessary relationship that must exist to successfully complete this contract.

(b) Services Requested

The Contractor shall provide the following services as ordered by the Government:

(1) The types of services required include, but are not limited to; Inspection, maintenance, preventive maintenance, rebuilding, and alteration. Individual orders may include, the inspection, repair, painting, overhaul, rebuilding, testing, and servicing of airframes, engines, rotors, appliances, or component parts.

(2) Aircraft makes and models other than those listed in the Schedule of Items (Section B) may require maintenance services under the terms and conditions of this contract.

(c) The Government has Interagency and cooperative agreements with other Federal and State entities and services and supplies authorized under this contract may be procured to support other interagency partners. The Contracting Officer must approve each request for services from other Government agencies.

B.4 CERTIFICATIONS

(a) The contractor shall hold an FAA Certified Repair Station with either an appropriate class or limited rating for the individual make and model of aircraft, engine, propeller, rotor, appliance, or component part to be maintained.

B-3

The contractor(s) must possess and maintain FAA privileges for the return to service of the aircraft or related parts or appliance in accordance with 14 CFR 145.201 and/or 14 CFR 65.95.

(b) All maintenance must be performed and recorded in accordance with 14 CFR Ch 1 Parts 39, 43, 91 and 145.

(c) Component manufacturers, USDA Forest Service supplements to those instructions and manuals, applicable FAA Airworthiness Directives, and service instructions considered mandatory by the aircraft or component manufacturer shall also be adhered to unless otherwise ordered by the Contracting Officer.

(d) The Contractor(s) may have agreements with other appropriately rated facilities (subcontractors) for the performance of maintenance on those items that the Contractor is not rated. The Government shall approve any subcontracted service prior to the Contractor's obtaining that service.

B.5 TECHNICAL REQUIREMENTS

(a) The Contractor’s maintenance facility must be a permanent hanger that is environmentally controlled, secure from unauthorized persons, and capable of completely housing the type aircraft appropriate to the maintenance to be performed.

(b) All maintenance shall be performed in accordance with the applicable Federal Aviation Regulations. The Government operates their aircraft in accordance with 14 CFR Part 91 and Forest Service Policy.

(c) The Contractor shall have current manuals, technical data, calibrated special tools, and appropriately trained personnel required to perform the services ordered.

(d) The contractor shall be responsible for the proper execution and disposition of all FAA and USFS required maintenance records. Aircraft records shall be maintained in accordance with AC43-9C or later revision. The electronic tracking of the Fleet Aircraft Maintenance Inspector Status requires sharing of these records and close cooperation with the Aviation Maintenance Inspector in the region each aircraft is assigned.

(e) Scheduled Inspections shall be accomplished in accordance with the applicable manufacturer inspection program(s), or FAA approved Owner Established inspection program as applicable, unless otherwise directed by the government.

(f) The contractor shall submit a detailed invoice, maintenance status record and/or document copies to the COR and Regional Aviation Maintenance Inspector in a timely manner following maintenance. This information shall be properly documented, signed and is to include; copies of any new weight and balance revisions, FAA form 337 and other supporting documentation as required.

(g) The Contractor shall allow Government personnel access to the facility and/or aircraft during working hours for the purpose of monitoring maintenance.

B-4

B.6 PARTS AND MATERIAL

(a) Parts required to support orders for service will be furnished either by the Contractor or by the Government at the Government’s option, as stated on the delivery order.

(b) Parts, components, and materials utilized shall be approved by the Federal Aviation Administration, Manufacture and/or the USDA Forest Service. All parts and components shall be accompanied with proper documentation such as FAA Form 8130-3, manufacturer’s tag, work order or acceptable maintenance release. Documentation shall identify total time in service if a life-limited part and time since overhaul if applicable.

(c) Parts, components, and materials removed from the aircraft and replaced shall remain the property of the Government until the Contracting Officer authorizes their disposition in writing as an exchange item or scrap in accordance with 52.245-1 Government Property. Items not authorized for disposition will be released to the Government. The Contractor shall identify to the Contracting Officer’s Representative, those items that the Contractor believes to be the cause of a failure or malfunction.

B.7 REPORTS AND RECORDS

(a) The Government shall provide current historical records to the Contractor at the time that maintenance is performed and upon delivery to the Contractor(s) of the Government furnished property (aircraft parts and accessories) to be managed.

(b) The Contractor shall enter in the historical records all Airworthiness Directives, Manufacturers Service Bulletins or other modifications, and all significant maintenance actions accomplished.

(c) The Contractor shall further record whether such modifications were performed under company specifications, FAA specifications or engineering order, or by replacement of parts due to normal attrition.

(d) The Contractor shall record as “previously complied with” all Modification and Service Bulletins that have been found to be previously accomplished but not recorded and the specific method or action that shows compliance.

(e) All maintenance performed shall be recorded in accordance with Federal Aviation Regulations Part 43 and Federal Aviation Regulations Part 91, including aircraft time-in-service and hour- meter readings.

(f) All repairable parts or components removed for replacement shall be identified and documentation attached, as to the aircraft removed from, date and aircraft time when removed, the part condition or reason removed and part total time and cycles, time since last overhaul as applicable if a life-limited part.

B.8 INSURANCE REQUIREMENTS

(a) The Contractor shall be liable and responsible for Government property in their possession.

At a minimum, the Contractor shall provide insurance coverage of a sufficient amount to cover the replacement cost of the Government aircraft ($8,000,000).

B-5

(b) Applicable only if Contractor furnished pilots are utilized. If the Contractor elects to fly the aircraft to the Contractor’s maintenance facilities, the Contractor shall provide a qualified pilot to perform flights. The Contractor shall indemnify and hold the Government harmless from any and all losses, including damage to the Government aircraft furnished under this contract while in the possession of the contractor. For the purpose of fulfilling their obligation under this clause, the Contractor shall procure and maintain minimum insurance coverage acceptable to the Contracting Officer.

B.9 GOVERNMENT FURNISHED PROPERTY

The Government may deliver to the Contractor the following Government furnished property. Serial numbers, part numbers, and estimated values shall be provided with orders for services based on the GFP being provided with the order.

US Forest Service Fleet Aircraft

Aero Commander AC 500B Beechcraft KingAir Series Bell 206BIII Bell AH-1 Cobra Cessna Citation 550 Bravo Cessna C-185 Cessna TU206 DeHaviiland DHC-2 Beaver DeHavilland DHC-6 Twin Otter Piper PA18-150 Shorts C-23A Sherpa Shorts SD3-60 Sherpa Other Government aircraft as need arises Miscellaneous parts and accessories

B.10 GOVERNMENT RESPONSIBILITIES.

The Government shall:

(a) Attempt to give the Contractor at least 5 calendar days’ notice prior to delivery of any aircraft for scheduled maintenance. However, there may be instances where the Government cannot meet this time frame.

(b) Negotiate an agreed-upon length of time for completion of work for each order.

(c) Provide records that reflect the status of the aircraft at the time of delivery to the Contractor’s facility.

(d) Provide detailed information regarding the GFP provided to the Contractor.

(e) Identify the Aviation Maintenance Inspector for the particular project.

SECTION C

CONTRACT CLAUSES

C-1

C.1 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (FAR 52.212-4)(MAY 2014)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

C-2

(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, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

C-3

(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 contract 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.

C-4

The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

C-5

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

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

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(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 Act; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C.

4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American;

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

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete.

Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a

C-7 minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

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(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.

C.2 CONTRACT CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (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 the full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.arnet.gov/far www.usda.gov/procurement/policy/agar.html

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.204-4 Printed or Copied Double-Sided on Recycled Paper (MAY 2011) 52.227-14 Rights in Data—General (Dec 2007)

C.3 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (FAR 52.212-5)(JULY 2014)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010 (41 U.S.C. 3509)).

(3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) Reserved

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(6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111- 117, section 743 of Div. C).

(7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

(8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (31 U.S.C.

6101 note).

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

(10) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L.

111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

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

(12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(13) [Reserved]

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

644).

(ii) Alternate I (Nov 2011).

(iii) Alternate II (Nov 2011).

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

644).

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

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

(16) 52.219-8, Utilization of Small Business Concerns (MAY 2014) (15 U.S.C.

637(d)(2) and (3)).

(17)(i) 52.219-9, Small Business Subcontracting Plan (Jul 2013) (15 U.S.C.

637(d)(4)).

(ii) Alternate I (Oct 2001) of 52.219-9.

(iii) Alternate II (Oct 2001) of 52.219-9.

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(iv) Alternate III (Jul 2010) of 52.219-9.

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

(19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

(20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

(21)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

(ii) Alternate I (June 2003) of 52.219-23.

(22) 52.219-25, Small Disadvantaged Business Participation Program— Disadvantaged Status and Reporting (Jul 2013) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

(23) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

(24) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set- Aside (Nov 2011) (15 U.S.C. 657 f).

(25) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

(26) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

(27) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

(28) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

(29) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

(30) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

(31) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(32) 52.222-35, Equal Opportunity for Veterans (July 2014)(38 U.S.C. 4212).

(33) 52.222-36, Equal Opportunity for Workers with Disabilities (July 2014) (29 U.S.C. 793).

(34) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

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(35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

(36) 52.222-54, Employment Eligibility Verification (Jul 2012). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

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

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

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

(ii) Alternate I (Jun 2014) of 52.223-13.

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

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

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

(41) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Jun 2014) (E.O. 13423 and 13514).

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

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

(43) 52.225-1, Buy American—Supplies (MAY 2014) (41 U.S.C. chapter 83).

(44)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (Nov 2012) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

(ii) Alternate I (MAY 2014) of 52.225-3.

(iii) Alternate II (MAY 2014) of 52.225-3.

(iv) Alternate III (MAY 2014) of 52.225-3.

(45) 52.225-5, Trade Agreements (Sept 2013) (19 U.S.C. 2501, et seq., 19 U.S.C.

3301 note).

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(46) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(47) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(48) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

(49) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

(50) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

(51) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C.

4505, 10 U.S.C. 2307(f)).

(52) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

(53) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (MAY 2014) (31 U.S.C. 3332).

(54) 52.232-36, Payment by Third Party (Jul 2013) (31 U.S.C. 3332).

(55) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

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

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

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-41, Service Contract Labor Standards (MAY 2014)(41 U.S.C. chapter 67).

(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards— Price Adjustment (Multiple Year and Option Contracts) (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

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(4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards— Price Adjustment (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment— Requirements (MAY 2014) (41 U.S.C. chapter 67.).

(6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67).

(7) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O.13495).

(8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C. 1792).

(9) 52.237-11,…