CommercialItemFAC2005-94Band95BJAN192017.doc

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

INFORMATION CALL:

03/29/2017 4:00 p.m.

UNRESTRICTED OR FORMCHECKBOX

SET ASIDE: ___100% FOR

USDA – Forest Service

Region 1, Acquisition Management

Western Montana Acquisition Zone

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SMALL BUSINESS FORMCHECKBOX

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

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HUBZONE SMALL SMALL BUSINESS PROGRAM

BUSINESS

24 Fort Missoula Road Missoula, MT 59804

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EDWOSB NAICS: 561730

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SERVICE-DISABLED

VETERAN-OWNED SIZE STANDARD: $7.0M

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8(A)

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 FORMCHECKBOX

IFB FORMCHECKBOX

RFP

15. DELIVER TO CODE

See Delivery Schedule

16. ADMINISTERED BY CODE

Same as Block 9

17a. CONTRACTOR/ CODE FACILITY

OFFEROR ADDRESS CODE

DUNS No: ____________________________________________ Tax Identification No.: ___________________________________

CAGE Code (see FAR Provision 52.204-16) __________________

Email Address: _________________________________________ 18a. PAYMENT WILL BE MADE BY CODE

All invoices will be processed using the Department of Treasury’s Invoice Processing Platform (IPP), visit http://www.ipp.gov to learn more. Contractors must follow the instructions on how to register and submit invoices via IPP.

TELEPHONE N0.

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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

Lolo, Flathead, Bitterroot and Kootenai National Forest

PLEASE PLACE YOUR QUOTE IN

SCHEDULE OF ITEMS, pages 3-7 (Use Reverse and/or Attach Additional Sheets as Necessary)

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

Form 1449, Schedule of Items, Experience Questionnaire, Contractor Quality Control Plan and Representation and Certifications as your quote. Please return to the address shown in Block 9. Place “Solicitation No. AG-0343-S-17-0018 (Attn: Ron Penrose)” on the envelope

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

Schedule of Items

Item No. 1 – Roadside Brushing Flathead National Forest

Base Item - Year 2017 Field Season

Option Year 1 - 2018 Field Season

Option Year 2 - 2019 Field Season

Option Year 3 - 2020 Field Season

*Equipment Transport – For each task order, the contractor will be responsible for transporting equipment to the point of hire which will be one of the Ranger District Offices shown on Forest maps. Transportation of equipment to the project and between roads shall be at the Government's expense using a per hour transport rate. Measurement will be based on actual hours worked.

Item No. 2 – Roadside Brushing West Zone Lolo National Forest (Plains/Thompson Falls and Superior Ranger Districts) Base Item - Year 2017 Field Season

*Equipment Transport – For each task order, the contractor will be responsible for transporting equipment to the point of hire which will be one of the Ranger District Offices shown on Forest maps. Transportation of equipment to the project and between roads shall be at the Government's expense using a per hour transport rate. Measurement will be based on actual hours worked Item No. 3 – Roadside Brushing East Zone Lolo National Forest (Ninemile, Missoula, and Seeley Ranger Districts) Base Item - Year 2017 Field Season

*Equipment Transport – For each task order, the contractor will be responsible for transporting equipment to the point of hire which will be one of the Ranger District Offices shown on Forest maps. Transportation of equipment to the project and between roads shall be at the Government's expense using a per hour transport rate. Measurement will be based on actual hours worked Item No. 4 – Roadside Brushing Bitterroot National Forest

Base Item - Year 2017 Field Season

*Equipment Transport – For each task order, the contractor will be responsible for transporting equipment to the point of hire which will be one of the Ranger District Offices shown on Forest maps. Transportation of equipment to the project and between roads shall be at the Government's expense using a per hour transport rate. Measurement will be based on actual hours worked Item No. 5 – Roadside Brushing Kootenai National Forest

Base Item - Year 2017 Field Season

*Equipment Transport – For each task order, the contractor will be responsible for transporting equipment to the point of hire which will be one of the Ranger District Offices shown on Forest maps. Transportation of equipment to the project and between roads shall be at the Government's expense using a per hour transport rate. Measurement will be based on actual hours worked NOTE 01: It is anticipated that this solicitation will result in 1-5 different contract awards. The Government may offer one or more than one item to any individual Contractor.

NOTE 02: Offerors are not required to offer on all five items but must provide prices for base and all option year for any given item. In addition, Offerors may limit the number of items that they would accept as a contract award. Offerors who submit an offer on more than one item may qualify their quote to inform the Government as to the total number of items that they would accept in response to a contract offer by the Government.

Offerors are requested to inform the Government regarding the maximum number of items they would accept in a contract offer:

“My offer is limited to a maximum of _______ items.”

NOTE 03: Award of this solicitation will result in Indefinite-Delivery/Indefinite Quantity contract(s) with Option Years.

NOTE 04: The estimated quantities are for the purpose of evaluating prices only. Quantities are not guaranteed except as noted in AGAR 452.216-73 and the Ordering clauses.

Basis of Award The Government will award one or more contracts to the responsible quoter(s) whose quote(s) comforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors, to include price, may be used to evaluate quotes: (1) Past Performance; (2) Equipment and Experience operating equipment; and (3) Technical Approach.

Authorized Individuals to Place Orders

The following individuals are authorized to place orders under this contract:

Contracting personnel assigned to the Forest Service Northern Region Acquisition Management up to the limits of their individual warrants and the limits established in this contract.

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT/ATTACHMENTS

This work is being solicited as a performance-based service contract. Performance based means the Contractor is responsible for an end product.

Scope of Contract

The performance-based services covered in this contract are for the furnishing of all labor, equipment, supervision, transportation, operating supplies, and incidentals necessary to perform roadside brushing in compliance with the terms, specifications, conditions, and provisions of this solicitation.

Location and Description

The machine roadside brushing to be accomplished under this contract is located on the Flathead, Lolo, Bitterroot and Kootenai National Forests. The locations of the roads will be identified on the individual Task Orders. The roads will be staked using painted wood laths with the road and section number printed on them. Stakes will be placed at the beginning and end of each road segment.

Additional information such as maps and worklists will be issued with individual Task Orders. A typical drawing showing the brushing limits concerning the roads to be brushed is shown in the attachments of this solicitation. Further information can be obtained from Nate Kegel at the Lolo National Forest, telephone (406) 329-3729.

Site Visit

No site visit is planned for this project. For further information, please contact Nate Kegel at the Lolo National Forest, telephone (406) 329-3729.

Existing Facilities

In addition to the requirements of the Use of Premises Clause of this contract, all existing facilities such as signs, cattleguards, culverts, riprap protecting culvert inverts or fill slopes, and drainage structures damaged by the Contractor shall be replaced or repaired by the Contractor at no additional cost to the Government.

Pollution and Erosion Control

(a) The Contractor shall exercise reasonable measures to prevent or minimize soil erosion and pollution of water and other resources. All refuse, including garbage, rubbish, and solid or liquid wastes, from the Contractor's operations, including camps, parking areas, and equipment maintenance areas, shall be collected and disposed of in a sanitary and nuisance-free manner. Refuse shall be disposed of in State-approved dumps or as approved by the Contracting Officer.

(b) The Contractor shall make every reasonable effort to direct surface runoff water to stabilized waterways and to keep the drainage systems functioning effectively to minimize soil erosion and water pollution.

Washing of Equipment

In an attempt to stop the spread of weeds, this work will require the Contractor to wash their equipment prior to entering the jobsite. The equipment shall be washed with a pressure washer that is capable of producing enough water force to thoroughly remove all organic, mineral debris, and including excess grease from the machine. Before the equipment is moved to the jobsite, it shall be inspected and approved by the Contracting Officer or designated representative.

Signing and Public Safety

The Contractor shall exercise due caution and care when operating to prevent conflict with public users of the roads.

A reflectorized "Slow Moving" vehicle emblem shall be attached to mowing equipment.

The Contractor shall post warning signs with 12-inch by 12-inch flags on both ends of the section being worked to warn the road users of the work in progress. Signs shall be of size, number, and colors as required in Section 6B of the current edition of the "2001 Manual on Uniform Traffic Control Devices". Each sign shall have at least two flags. Signs shall be moved, as needed, so that a sign does not precede machinery by more than one (1) mile.

Motorized Equipment

(a) Use of motorized equipment 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.

(b) Moving of support equipment and personnel shall be at the Contractor's expense at all times. For each task order, the contractor will be responsible for transporting equipment to the point of hire which will be one of the Ranger District Offices. Transportation of equipment to the project roads and between roads shall be at the Government's expense using a per hour transport rate.

Equipment Specifications

The equipment to be used for brushing shall be a tractor of at least 84 HP and a 36” mower deck. The brusher shall be equipped with flashers or warning strobe light and a reflectorized “Slow Moving” vehicle emblem.

End Product Description

Before and after finish brushing the roadway:

Shall be cut to the vertical and horizontal dimension shown on the Typical Clearing Detail.

Shall have all material cut of the proper diameter size requirement.

Shall have material cut to the proper height requirement.

Slash shall be scattered outside the Clearing Limits.

Material shall not be scattered into the stream or waterways.

Material shall not be scattered into the culvert inlets or catch basins

Shall not have concentration of slash over 18 inches above the ground.

Shall have Traffic Control signing in place as stated in Quality Assurance Plan.

Signing shall meet the requirements of the Manual of Uniform Traffic Control Devices.

Shall have no damage to existing facilities.

It is industry practice to use machine-mounted (rotary or flail type mowers) brush cutters and hand labor to do this work. Subitems requiring hand brushing will be accomplished by use of chainsaws, pruners, loppers, etc. and all material to be removed will be cleanly severed.

Clearing and brushing shall consist of cutting and specified disposal of all vegetative material including, but not limited to, limbs, residual slash and brush, live roadside brush, and small trees which are within the designated clearing limits on both sides of roadway. The clearing limits shall be as shown in the attachments (Typical Brushing Details).

Contractor’s Quality Control Plan

The Contractor, not the Government, is responsible for management and quality control actions to meet the terms of this contract. The role of the Government is quality assurance to ensure contract standards are met.

Contractor shall provide a Quality Control Plan that outlines a progress schedule and addresses all major points contained in the Quality Assurance Plan.

Quality Assurance Plan Quality assurance will be performed by the Government during the contract at regular intervals. Methods may include visual survey and review of Contractor quality control documents. Deduction for work may include rework at no cost to the Government or Government acceptance with price reduction.

See attached plan (Attachments) for full understanding of all tasks required and acceptable quality levels.

Additional Inspection and Acceptance Requirements

The Government will inspect each road within 2 working days after notification by the Contractor that the road is completed and ready for inspection.

(a) Unacceptable work shall be redone at the Contractor’s expense.

Loss, Damage, or Destruction

(a) Equipment furnished with operator. The Government shall not be liable for loss, damage, or destruction of equipment furnished under this contract except for such loss, damage, or destruction resulting from the negligent or wrongful act(s) of Government employee(s) while acting within the scope of their employment.

All claims arising under this clause will be submitted to the Contracting Officer.

Landscape Preservation

(a) The Contractor shall confine operations to within the clearing limits or other areas designated in contract documents, and prevent the depositing of rocks, excavated materials, stumps, or other debris outside of these limits. Material which falls outside of these limits shall be retrieved, disposed of, or incorporated in the work as directed by the Contracting Officer.

(b) Operation shall be scheduled and conducted to minimize erosion of soils and to prevent silting and muddying of streams, rivers, irrigation systems, and impoundments (lakes, reservoirs, etc.). Pollutants such as fuels, lubricants, bitumens, raw sewage, and other harmful materials shall not be discharged into or near rivers, streams, and impoundments or into natural or manmade channels leading thereto. Wash water or waste water from concrete or aggregate operations shall not be allowed to enter live streams prior to treatment by filtration, settling, or other means sufficient to reduce the sediment content to not more than that of the stream into which it is discharged.

Mechanized equipment shall not be operated in live streams without written approval by the Contracting Officer.

Permits and Responsibilities

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any Federal, State, and municipal laws, codes, and regulations applicable to the performance of the work. The Contractor shall also be responsible for all damages to persons or property that occur as a result of the Contractor's fault or negligence. The Contractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the contract.

Contract Time

(a) Performance Period.

The contract time will be designated on each individual task order and the time will run continuously. Although a long window of days will be provided to complete the task order, it will be required of the Contractor to remain on the task order once the work has been started.

If more than one item is awarded to one quoter, task order time will run concurrently.

The Contractor shall maintain progress at a rate which will assure completion of work within the calendar time specified.

The Government may issue a Notice to Proceed as soon as weather and ground conditions are favorable for work. The count of contract time will start on the date specified on the Notice to Proceed.

(b) The Contractor shall furnish to the Government a work plan before the Notice to Proceed is issued. This work plan shall include at the minimum:

(1) Hours of day the Contractor intends to work.

(2) Days of week the Contractor intends to work.

(3) Schedule showing dates when brushing will begin and a listing of the sequence of roads to be accomplished.

(c) The Contractor shall complete all work behind gate closures by October 15th, unless otherwise agreed to in writing by the COR. The Contractor will be advised of any applicable closures at the Prework Meeting.

Ordering Procedure

The Contracting Officer and/or any Contracting Officer assigned to the Forest Service Northern Region Acquisition Management, within the limits of their authority, may issue Task Orders to the Contractor. Order(s) may be issued by mail, facsimile, electronic commerce, or orally and confirmed in writing. Task Orders will be considered as being “issued” at the time they are mailed, faxed, transmitted or verbally issued by the Contracting Officer. If more than one method is used to place the order, the date of the earliest provable method will be the date of issue.

Each Task Order issued by the Government will include the following items:

Item

Method of Measurement

(a) Roadside Brushing(mile) - Roadside brush cutting will be measured to the nearest tenth of a mile along the centerline of the roadway, and shall include only those sections of the roads which are included in the contract and completed in accordance with the specifications. Measurement will be determined by a Forest Service vehicle equiped with an electronic distance measuring device. The measuring device will be checked for accuracy and calibrated. Parking areas, turnouts, and approach road connections are considered as adjuncts to the main roads and shall not be measured separately. Mileage includes brush cutting both sides of the road.

(b) Miscellaneous Hourly Equipment Rental(hour)- An hour consists of 60 minutes of actual operation of equipment on authorized Government work. Moving of equipment under its own power, when so ordered by the Contracting Officer, (except move-in and move-out) will constitute authorized work. Nonproductive time, such as lack of operating supplies or qualified operator, service time, time lost by reason of a breakdown or being stuck, or loading time of specified accessories shall not constitute “actual operation”. The equipment shall be operated at its design speed or the maximum speed feasible under the prevailing conditions.

(c) Transporting Equipment (from the point of hire) – From the point of hire and between roads, transporting equipment will be be paid on an hourly basis of actual hours worked. An hour consists of 60 minutes of actual operation of equipment from the point of hire and between roads. Nonproductive time, such as lack of operating supplies or qualified operator, service time, time lost by reason of a breakdown or being stuck, or loading time of specified accessories shall not constitute “actual operation”. The equipment shall be operated at its design speed or the maximum speed feasible under the prevailing conditions.

Basis of Payment

(a) Roadside Brushing – Mile. Payment will be made for completed and accepted mileage to the nearest tenth of a mile.

(b) Miscellaneous Hourly Equipment Rental – Hour. Payment by the hour will include the following:

- fully operated machine-mounted brush cutter and one hand laborer

(c) Equipment Transporting– Hour Payment by the hour will include a fully operated vehicle capable of transporting all necessary equipment from the point of hire to the project and between roads.

CONTRACT CLAUSES

FAR 52.212-4 Contract Terms and Conditions—Commercial Items (JAN 2017)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the 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, line item number and, if applicable, the order number;

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

(2)

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

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

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

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

(u) Unauthorized Obligations.

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

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

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

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

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

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

FAR 52.216-18 Ordering (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from contract award through contract expiration.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

AGAR 452.216-73 Minimum and Maximum Contract Amounts (FEB 1988) During the period specified in FAR clause 52.216-18, Ordering, the Government shall place orders totaling a minimum of the amount of the first task order, but not in excess of $900,000.

FAR 52.216-19 Order Limitations (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $100,000;

(2) Any order for a combination of items in excess of $250,000; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 10 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

FAR 52.216-22 Indefinite Quantity (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries…