SOL.doc

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

July 14, 2014

LOCAL TIME

August 13, 2014

4:30 p.m., PDT

INFORMATION CALL:

UNRESTRICTED OR X SET ASIDE: ___100______% FOR

Idaho Montana Acquisition Team

ATTN: Wendy Stephenson, CO 3815 Schreiber Way Coeur d’Alene, ID 83815

XX SMALL BUSINESS FORMCHECKBOX

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

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HUBZONE SMALL

BUSINESS SMALL BUSINESS PROGRAM

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EDWOSB NAICS: 115310

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SERVICE-DISABLED

VETERAN-OWNED SIZE STANDARD: $7,000,000

SMALL BUSINESS 8(A) SOLE SOURCE

11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

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SEE SCHEDULE

13a. THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB XX RFP

15. DELIVER TO CODE

See Delivery Schedule

16. ADMINISTERED BY CODE

Same as Block 9

17a. CONTRACTOR/ CODE FACILITY

OFFEROR ADDRESS CODE

Please complete Email Address: ________________________________________ 18a. PAYMENT WILL BE MADE BY CODE

USDA’s Invoice Processing Platform

Refer to: https://www.ipp.gov/vendors/enrollment-vendors.htm

Telephone Number:_____________________________________

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17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

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SEE ADDENDUM

Nez Perce Clearwater National Forests

North Fork, Palouse, Lochsa and Red River Ranger Districts

Idaho, Clearwater, Latah & Benewah Counties, IDAHO See pages 4, 5, 6, 7 and 8 for Schedules of Items.

See page 2 for submission instructions.

Offer may be sent via FAX to 208-765-7229 or emailed to wstephenson@fs.fed.us.

25. ACCOUNTING AND APPROPRIATION DATA

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

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ARE NOT ATTACHED

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ARE NOT ATTACHED

29. AWARD OF CONTRACT: REF. OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: ____________________

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 1449 (REV.2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA ‑ FAR (48 CFR) 53.212

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Items Required:

*Signed & Dated Standard Form 1449

*Signed & Dated Amendments (if issued)

*Completed Schedules of Items *Completed Provisions 52.212-3 (Offeror Certs & Reps) and AGAR 452.209-70 (Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction)

* Completed State of ID Cert. of Verification of Workers’ Comp. Insurance *Technical Proposal – 1 Copy (See FAR 52.212-2, Evaluation – Commercial Items)

NOTE: Technical proposals are required for the evaluation of your offer.

Submission Methods:

1. Hard Copy Mail or Personal Delivery To:

Idaho Panhandle National Forests S.O.

Wendy Stephenson, Contracting Officer

3815 Schreiber Way Coeur d’Alene, ID 83815 ATTN: Contracting, AG-02RC-S-14-0049

2. FAX 208-765-7229

3. Email: wstephenson@fs.fed.us

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED

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INSPECTED

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ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ___________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

CORRECT FOR

PARTIAL FINAL

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COMPLETE FORMCHECKBOX

PARTIAL FORMCHECKBOX

FINAL

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV. 2/2012) BACK

SERVICES AND PRICES

Continuation of SF1449:

Block 27: The full text of a clause or provision may be accessed electronically at these addresses:

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

SCHEDULE OF ITEMS AND PROJECT SPECIFICATIONS

PRECOMMERCIAL THINNNG

SCHEDULE OF ITEMS 1– RED RIVER RANGER DISTRICT (South Zone)

Total

TOTAL PRICE

SCHEDULE OF ITEMS 2 – PALOUSE RANGER DISTRICT (North Zone)

Total

TOTAL PRICE

SCHEDULE OF ITEMS 3 – NORTH FORK RANGER DISTRICT (North Zone)

Unit

Total

TOTAL PRICE

SCHEDULE OF ITEMS 4 – LOCHSA RANGER DISTRICT (Central Zone)

Unit

Qty

Qty

Total

TOTAL PRICE

NOTES TO OFFERORS: Award will be made by Item. Offerors must submit prices on all sub-items within an Item to be considered for award of that Item but need not submit prices on all Items. Contractors may offer on all Items and limit the total amount of work they could accept in the Technical Proposal. The Government may make a single contract award or multiple contract awards under this solicitation. In the event that offered prices exceed funding availability, award may be offered for quantities less than those shown in an Item. Award will be made up to the funding available.

Stand descriptions in the Summary Information Chart are estimates only and do not relieve the Contractor from the responsibility of inspecting the sites and assessing the costs and risks associated with performance of the work. Please see FAR 52.237-1 Site Visit, page 71, in the solicitation provisions.

Some unit acreages may be estimates at this time and will be traversed prior to payment. Some unit acreages are estimated based on projected deductions for RHCA and road buffers. Payment will be made for actual acres treated and accepted.

Technical Proposals are required for the evaluation of quotations. See FAR 52.212-2, Evaluation – Commercial Items, for evaluation and award information on pages 57-58. In addition, please provide the following:

DUNS Number: _____________________________________________________________

Taxpayer Identification Number (TIN): _________________________________________

MSPA Registration Number: ____________________________________________________

PROJECT SPECIFICATIONS

A. SCOPE OF CONTRACT

The objective of this treatment is to reduce stand density, improve forest health and better achieve the potential yield capability of these sites by removing undesirable trees and retaining dominant and codominant trees of the best quality.

The work required by this contract consists of tree thinning, slash treatment, and related work in compliance with its terms, specifications, and provisions. This includes furnishing all labor, equipment, supervision, transportation, operating supplies, and incidentals except those items listed as Government-furnished property.

B. LOCATION AND DESCRIPTION

The work is located on the Red River, North Fork, Palouse and Lochsa Ranger Districts of the Nez Perce-Clearwater National Forests. Information pertinent to the project units are listed on the Silviculture Summary Information Charts. The Silviculture Summary Information Charts are separate documents.

(a) Boundaries. Unit boundaries are obvious on-the-ground features or will be flagged where the boundaries aren’t clearly defined.

C. PROJECT ACCESS

(a) Roads. The project areas may be reached by forest roads that are accessible by standard two wheel drive pickup truck equipped for mountain driving during the normal operating season, unless otherwise stated on the Silviculture Summary Information Charts. However, not every road shown on the maps can necessarily be used for vehicle access. The Government assumes no obligation to plow snow or do special maintenance to keep roads open. The Government will do what is considered reasonable for the initial opening of roads. No additional payment will be made for walk-in’s.

(b) Gates. Some of the sub-items are behind locked gates, which require written authorization and combination locks for access. Contractors will be allowed access behind the gates to conduct site visits and to perform the work. Offerors are advised to make arrangements at least 48 hours in advance to access units behind the gates. For more information and to obtain authorization, contact the following individuals listed:

Item 1 Red River RD – Bob Vermey (208) 842-2107

Item 2 Palouse RD – Marc Valencia (208) 875-1721 Item 3 North Fork RD – Clare Brick (208) 464-1262 Item 4 Lochsa RD – Mark Anderson (208) 926-6414

(c) Motorized Equipment. Use of motorized equipment (such as All TerrainVehicles) other than hand held equipment such as power saws and brush cutters will not be permitted off designated roads in the project area without approval of the Contracting Officer.

D. DEFINITIONS OF TECHNICAL SPECIFICATIONS AND TERMS

(a) Crop Trees. Any tree that is selected or required to be left standing as provided in the specifications and is counted in the stocking density of the target stand (same as Leave Tree).

(b) Competitive Area. The competitive area is the immediate environment of the subject tree; that is, those trees which are competing for sunlight with the subject tree.

(c) Crown Class. Crown class is a description of the relative position of the tree crown with respect to competing trees surrounding the tree. Standard, recognized crown class terminology is used in the specifications.

(d) Hangup Tree. Any cut tree suspended more than 3 feet off the ground.

(e) Excess Trees. Uncut trees that do not meet crop tree specifications and should have been cut to meet the desired stocking density. Trees not severed from the stump and hangup trees are also considered excess trees.

(f) D.B.H. Diameter breast height is the diameter of the tree trunk measured at a point 4 ½ feet above the ground level on the uphill side of the tree.

(g) Small Trees Missed. Those trees exceeding the minimum tree height to be cut, but so small and in a crown class such that they are not considered to be providing significant competition to the crop trees.

(h) Missing Leave Trees. Those trees cut that should have been left.

(i) Slash. Tree limbs, trunks, and other debris created by the thinning operation.

(j) Lopping. Cutting limbs and trunks of trees.

(k) RHCA. Resource Habitat Conservation Area. Protected areas along streams where no cutting shall take place.

E. TECHNICAL SPECIFICATIONS

(1) SELECTION OF LEAVE TREES

The goal of this contract is to leave the best potential crop trees using variable spacing while reducing the overall tree density. Leave trees shall be selected from dominant and codominant trees that have no major defects, are of good form and vigor, and will be within the allowable stocking density. Tree quality and crown position are more important criteria for selecting trees to retain than tree species. However, when selections must be made between trees that are desirable, they will be done in accordance with the species preference list in the Summary Information Chart.

(a) Indicators of Desirable Leave Trees are:

Trees in the dominant or codominant crown class

Straight stem

Good foliage coloration

Balanced full crown

Free of insect and disease damage and/or symptoms

Vigorous annual terminal growth

These indicators, as well as overall tree vigor, are important criteria for leave tree selection. The most prominent indicator for vigor is annual terminal growth for the past 1 to 3 years.

(b) Indicators of Undesirable Trees are:

Trees in the intermediate or overtopped crown class

Short, incomplete or sparse crown

Crook or sweep in bole

Dead or broken tops

Multiple tops

Poor foliage coloration

Insect and disease

Physical or mechanical damage

Poor annual growth

These indicators shall determine trees to be cut, but minor defects will be acceptable for a particular leave tree if it is the best selection in the competitive area. Trees should be relatively free of insect and disease, animal damage, mechanical damage, except for minor problems that will not affect long term growth. Trees displaying these symptoms may be left as leave trees if they are the best available within the competitive area.

The number of leave trees per acre shall be within the maximum/minimum allowance specified for each subitem in the Silviculture Summary Information Charts. The appropriate number of leave trees will vary throughout the stand, being dictated by tree size and their relative position within the canopy (crown class).

The minimum distance allowed between leave trees is specified in the Silviculture Summary Information Charts. However, two healthy trees that are out in a natural opening and not affected by other competition shall be left regardless of how close they are.

NOTE: The prescription objective is based on the overall composition and condition of the stand and is intended to be a guideline for achieving a high quality final product. The Contractor shall use their silvicultural knowledge to identify and adjust to any conditions within the stand and notify the Contracting Officer of any conditions not addressed in the prescription. The Contractor shall recognize any insect, disease, or animal damage problems and report them to the Contracting Officer. Major problems and treatments are described in the Summary Information Chart.

(2) CUTTING REQUIREMENTS

(a) Cutting. All cut trees shall be completely severed from the stump. Stump height shall not exceed 12 inches above the ground level or 4 inches above natural obstacles.

The maximum tree diameter to cut is specified in the Silviculture Summary Information Chart. Trees exceeding this diameter that are diseased, pest infested, heavily damaged, or poorly formed shall be girdled up to a specified diameter, if required in the Silviculture Prescription Summary Charts.

The minimum tree height to be cut is specified in the Silviculture Summary Information Chart.

No brush is required to be cut within the units except for what is needed to facilitate the thinning work itself, unless designated otherwise in the Information Chart. No Pacific yew shall be cut (in form of bush or tree).

(b) Felling. Cut trees shall be felled away from unit boundaries, established trails, game trails, telephone lines, fence lines, stock driveways, established land corners, and streams. Any trees felled across such areas shall be removed.

Snags shall not be cut except where they jeopardize the safety of the Contractor’s operation. Written approval must be obtained from the COR prior to felling. Snags approved for felling shall be felled prior to selecting leave trees within a distance equal to the height of the snag in the direction of fall.

(c) Riparian Areas. Trees within a Resource Habitat Conservation Area shall not be cut. Resource Habitat Conservation Areas may be flagged or they may be noted in the Silviculture Summary Information Chart. Size constraints of Resource Habitat Conservation Area shall be noted in detailed charts or addressed during Pre-work meetings before work begins on an item.

(d) Girdling. The Contractor shall select and girdle trees specified in the Silviculture Prescription Summary Charts. Girdling shall be two bands, deep enough and wide enough to ensure death of the tree.

(e) White Pine. White pine shall be treated as a potential crop tree and will be counted in the stocking density of the target stand. White Pine shall be cut if they have a dead top, blister rust bole canker or if they do not meet the other criteria for a desirable leave tree. Any special white pine treatment requirements will be specified in the Silviculture Summary Information Charts.

(3) SLASH TREATMENT

Slash created by the Contractor shall be reduced to the height specified below and placed so that it will not lean against or be suspended by an uncut tree, stump, log, or any obstacle:

Item 1 – height of less than two feet on average throughout the unit

Item 2, 3, and 4 – height of less than three feet on average throughout the unit If slash is leaning against an uncut crop tree, branches on the crop tree shall not be cut to release the suspended slash.

Item 1 – boles of felled trees shall be reduced to a maximum of ten foot lengths Any special slash treatment requirements will be specified in the Silviculture Summary Information Chart. Slash shall be pulled back five feet from culverts. All debris from the Contractor’s operation shall be removed from stream courses and drivable roads. The road clearing includes ditches along the road, cut slopes and any thinning slash that hangs over the cut slope.

Slash treatment shall be performed concurrent with the thinning operation.

(4) RESOURCE PROTECTION

The Contractor shall exercise extreme care to prevent damage to existing facilities, developments, and resources. If existing facilities, such as roads, fences, erosion dips, trails, barriers, and drainage facilities are damaged, they shall be replaced or repaired at no cost to the Government.

F. CONTRACTOR QUALITY CONTROL

The Contractor shall provide quality control for all thinning operations. The Contractor is expected to conduct their own prompt inspections to ensure that all thinning and slash treatment requirements are being met. Government inspections are for payment determination only, and are not intended to be used as a quality control by the Contractor. Any delay in Government inspections will not cause the Government to be responsible for the Contractors thinning quality.

The Contractor’s onsite representative shall be fully conversant in the English language.

G. GOVERNMENT QUALITY ASSURANCE SURVEILLANCE PLAN

(a) Inspection. The Government’s quality assurance inspections will determine compliance with specifications and provide the basis for computing the rate of payment. Inspections will consist of visual observations and sample plots to determine compliance with the specifications. The Government will install up to one plot for every two acres in a sub-item with a minimum of three plots per sub-item. The plots will be located throughout the thinned areas to obtain a representative sample of the work. Plot centers will be marked and numbered. Each contract sub-item will be inspected separately and inspection results will not be averaged with those of other contract sub-items.

Determination of the acceptability of the work performed will be based on these inspections, which will be considered conclusive, except as otherwise provided in the contract. The Contractor or his representative may observe inspections while they are underway.

(b) Plot Procedures. Each plot will be examined and the findings on the items listed below recorded:

(i) Number of trees that were left.

(ii) Category “A” – Uncorrectable Deficiency

(A) Number of cut leave trees; a leave tree in accordance with the clause entitled Selection of Leave Trees or the Prescription Summary that was cut.

(B) Wrong selection of leave tree; a leave tree that was cut while leaving a lesser tree.

(iii) Category “B” – Correctable Deficiency

(A) Number of excess trees.

(iv) Category “C” – Correctable Deficiency

(A) Small trees missed.

(c) Upon inspection of all plots for a unit, the number of leave trees per acre and the quality of thinning will be calculated. An example of the thinning inspection plot form has more details and is a separate document.

(d) Rework and Reinspection after Rework. Category “B” – When total number of leave trees exceed the maximum allowance or when Category “C”, total number of small trees missed exceed 50 trees per acre, payment will not be made until the deficiency is corrected, unless the Contracting Officer determines excess tree deficiency to be minor and will not result in any material differences in total number of trees to be left. Inspections after rework will be made in the same manner as the first inspection but on different plot lines. The Contractor shall pay for inspections necessitated by rework.

(e) Inspection of Slash Treatment and Other Contract Requirements. Acceptance will be determined by inspection of areas requiring treatment and will be based on adherence to the specifications. Noncompliance with any of the specifications will classify the treatment as unsatisfactory and rework will be required to bring the treatment up to specification standards.

H. DELIVERIES OR PERFORMANCE REQUIREMENTS

(1) ADDITIONAL PERFORMANCE REQUIREMENTS

Performance Period.

Item

Estimated Beginning Date

Completion Date 1-Red River RD

August 18, 2014

October 9, 2014 2-Palouse RD

October 4, 2014 3-North Fork RD

October 17, 2014 4-Lochsa RD

October 25, 2014

The Contractor shall maintain progress at a rate that will assure completion of work by the required completion date for each Item. If more than one Item is awarded to one Contractor, The respective performance times will run concurrently, not consecutively. Work may be performed on each Item in succession provided the required rate of progress is maintained. The Contractor shall keep the COR informed of work schedules and any periods of time they will not be working.

The Government will issue a Notice to Proceed for each Ranger District on or near the Estimated Beginning Date. The count of contract time will start on the date specified in the Notice to Proceed.

The Government reserves the right to prescribe the sequence in which the units will be worked.

The Work Plan and Production Schedule submitted in the Offeror’s Technical Proposal shall describe the workforce to be provided and production rates to be achieved, and include specific dates of performance. This schedule shall be finalized at the prework meeting so that the Government may plan for inspection personnel.

(2) MEASUREMENT AND PAYMENT

(a) Calculation of Payment for Thinning. After inspection of a completed subitem, the Contracting Officer will calculate the pay rate for the acceptable work.

(1) When the quality is 90 percent or greater, the work will be considered acceptable and payment will be made at the contract unit price. When the quality of work is less than 90 percent but is 80 percent or over, the work will be considered unacceptable but payment will be made for the value of services received. Payment will be made after assessment of a 1 percent deduction in the unit price for each 1 percent the thinning quality is below 100 percent. This payment shall only be made after the Government determines that no further rework shall be required nor allowed. No payment will be made for quality of work below 70 percent.

(2) Pull back, lopping, slash treatment, and walk-in access are included in the unit price and no additional payment will be made.

(3) The Contractor will submit pay invoices to the Contracting Officer’s Representative. Work will be invoiced by Sub-item.

(b) Unacceptable Work. Any unit, with quality less 90 percent, is considered unacceptable and may be rejected. For these areas the Government may (i) accept the work at a reduced price (ii) require the area to be re-worked at no additional expense to the Government, or (iii) reject the work in its entirety. If the quality is unacceptable, the Contractor's right to proceed is subject to immediate termination for default. When work quality falls below 90 percent in areas of 1 acre or larger and the quality of work can be corrected, the Government may require the area to be reworked.

CONTRACT CLAUSES

FAR 52.212-4 Contract Terms and Conditions - Commercial Items (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 Government-wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized,) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, 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 be notified in event of defective invoice; and

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

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

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

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

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

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

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via CCR accessed through http://www.acquisition.gov or by calling 1-888-227-2423 or 269-961-5757.

(u) Unauthorized Obligations.

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

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

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

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

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statue and specifically authorized under applicable agency regulations and procedures.

FAR 52.204-13 System for Award Management Maintenance (JUL 2013)

(a) Definitions. As used in this clause—

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities, which is used as the identification number for Federal contractors.

“Data Universal Numbering System+4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at subpart 32.11) for the same concern.

“Registered in the System for Award Management (SAM) database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor 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 the SAM database;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(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 Contractor 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”.

“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR Subpart 4.14; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

(b) The Contractor is responsible 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.

(c) (1)

(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 subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to—

(A) Change the name in the SAM database;

(B) Comply with the requirements of subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(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.

(2) 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 FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM. 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.

(3) The Contractor shall ensure that the DUNS number is maintained with Dun & Bradstreet throughout the life of the contract. The Contractor shall communicate any change to the DUNS number to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the DUNS number does not necessarily require a novation be accomplished. Dun & Bradstreet may be contacted

(i) Via the internet at http://fedgov.dnb.com/webform or if the contractor does not have…