RFQ AG-05GG-S-09-0057.doc

RFQ AG-05GG-S-09-0057

Okanogan & Wenatchee NF

Forest-Wide Road Maintenance

07/20/2009

UNRESTRICTED OR FORMCHECKBOX

SET ASIDE: % FOR

SMALL BUSINESS FORMCHECKBOX

EMERGING SMALL

BUSINESS

HUBZONE SMALL

NAICS: 115310 BUSINESS

WENATCHEE,E WA 98801

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SERVICE-DISABLED VETERAN- FORMCHECKBOX

8(A)

SIZE STANDARD: 6.5 OWNED SMALL BUSINESS

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

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RFQ FORMCHECKBOX

IFB FORMCHECKBOX

RFP

15. DELIVER TO CODE

16. ADMINISTERED BY CODE

SAME AS BLOCK 9

17a. CONTRACTOR/ CODE FACILITY

OFFEROR CODE

18a. PAYMENT WILL BE MADE BY CODE

USDA FOREST SERVICE

NATIONAL FINANCE CENTER

SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 9 UNLESS OTHERWISE DIRECTED BY CO.

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

FOREST-WIDE ROAD MAINTENANCE

ENTER PRICES IN THE SCHEDULE OF ITEMS

LOCATED ON PAGE 3

(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.3/2005)

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

LOCATED ON PAGE 3

32a. QUANTITY IN COLUMN 21 HAS BEEN

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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

CORRECTFOR

|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.3/2005) BACK

SCHEDULE OF ITEMS

24 inch Diameter and under

Over 24 inch through 48 inch Dia

Over 48 inch Diameter

Total

SCHEDULE OF ITEMS - EQUIPMENT RENTAL

807 Items Total:

SECTION B - SERVICES AND PRICES

B.1 EXECUTIVE SUMMARY: Contractor shall provide repair and maintenance services of Forest Service roads within and adjacent to the Okanogan and Wenatchee National Forest. Work may include, but not be limited to, the routine blading of aggregate and native surfaced single lane roads, ditch cleaning, dust abatement and road brushing. Other work that may be ordered includes culvert cleaning, culvert replacement, minor paving, and aggregate surfacing.

Contractor shall furnish all supervision, labor, materials, equipment, tools, transportation, and supplies, and perform all work required to maintain the facilities in accordance with drawings and specifications of the contract. Contractor will be paid for actual work performed. Items of work not listed herein that are considered within the general scope of the contract shall be negotiated on a lump sum basis based on material and equipment rental unit prices established in the contract. This is an indefinite delivery, indefinite quantity firm fixed priced multiple year contract. Task orders may be placed against this contract until September 30, 2013.

Minimum and Maximum Contract Amounts: As referred to in paragraph (b) of clause 52.216-22, entitled "Indefinite Quantity," the minimum quantity and contract guarantee for this contract is $5,000 with a maximum of $100,000 per task order not to be exceeded without the contractor's approval. (see clauses in section I).

Solicitation submittals: The primary performance time is estimated to be from May 15th to October 30th of each calendar year, starting in 2009 (see Section F). Contractor shall submit a signed SF-1449 and pricing information using the schedule of items. Other required submittals include an experience questionnaire with past experience, past projects and references (attached), a listing of make and type of equipment being offered, and Certifications and Representations (ensure your ORCA is up to date) (following the schedule of items pricing page).

Ordering: Task orders may be issued/signed only by a warranted Contracting Officer/Purchasing Agent with the requisite warrant authority to sign an individual task order. Orders placed will contain the following information: task order number and date, units to be worked, performance period, and accounting data.

The Task Order award document will be on any of the following:

a. OF-347 – Order for Supplies or Services

b. SF-1449

The Master Contracts will cover the Okanogan & Wenatchee National Forest.

Each Offeror may designate the specific area they are available to work:

Northern Zone:

Tonasket and

_________Yes __________No

Methow Valley Ranger Districts

Central Zone:

Chelan , Entiat and

_________Yes __________No

Wenatchee River Ranger Districts

South Zone:

Cle Elum and Naches

__________Yes __________No

Ranger District

No Limitation to Areas Available to Work: ________________

Be sure to submit the technical information (proposal) required in this Request for Quotations. Failure to submit the required information may cause the offer to be rejected and not considered for award.

Contractors awarded a contract under this solicitation are not guaranteed award of any task order, they are instead guaranteed an opportunity to compete for project awards, as described in this solicitation.

CONTRACT TYPE

Indefinite Delivery/Indefinite Quantity (Task Order Contract) with Firm Fixed price Task Orders.

Multiple awards are anticipated. Contractors awarded one of these Master Contracts will be allowed to exclusively compete for individual task orders.

PERSONNEL AUTHORIZED TO PLACE ORDERS AGAINST THIS CONTRACT

The following Forest Service personnel are authorized to place, compete, award, and administer task orders under this contract:

Any warranted Contracting Officer, within the limits of their warrant, may award and administer a task order for work covered by this contract within the physical boundaries of this contract.

TASK ORDER COMPETITION

A. Each time the Forest has a requirement for Roadside Maintenance services consistent with the General Scope; it will send the unique project information (Statement of Work) to the assigned Contracting Officer. The Contracting Officer will send a Task Order Request for Pricing to the contractors awarded a contract. The contractor shall submit either a priced proposal for the project or a “No Offer” if the contractor does not want to be considered for award. The pricing information shall consist of a signed Task Order Form within a minimum of 15 days after issuance of the task order requirements. Contractors may transmit their pricing by electronic facsimile or e-mail as directed in the Task Order Request.

B. Award of task orders will be based upon best value to the Government. Price and past performance shall be considered by the Contracting Officer when making award of task orders. The intent is to award task orders based on initial pricing proposals received. However, the Government may, at its option, choose to initiate discussions with the contractors on a particular task order.

C. Task Order requests and the resultant awarded task orders will include any specialized requirements or clauses needed for work deemed within the scope of this contract. The contractor shall perform the work within the time period allowed in the task order.

TASK ORDER SPECIAL REQUIREMENTS

All requirements for the task order, including special contract requirements not contained in the master contract, will be included in the information furnished to Contractors with the request for the contractors’ pricing quote. Contractors shall base their pricing on all requirements, both those applicable just to the task order and those contained in the master contract.

SECTION C - DESCRIPTION / SPECIFICATION / WORK STATEMENT

GENERAL SPECIFICATIONS FOR MAINTENANCE OF ROADS

A.

SCOPE OF CONTRACT

1. The intent of the Contract is to provide for the routine and reoccurring maintenance of Forest Service roads found throughout the Ranger Districts of the Okanogan & Wenatchee National Forests. Contractor shall furnish all supervision, labor, materials, equipment tools, transportation, and supplies, and perform all work required to maintain the facilities in accordance with drawings and specifications of the contract as described in Section B, Executive Summary and Schedule of Items.

2.

The Contractor shall assume all risk, loss, damage, or expense arising out of prosecution of the work, except as otherwise provided in the contract.

B.

FURNISHING OF MATERIAL

1. Unless Otherwise stated in the Special Project Specifications, the Contractor shall furnish all material required for performance of the contract. All material shall comply with the specifications. The Contractor shall verify the kind and amount of work that may be necessary in furnishing the material.

2. The Contractor shall furnish and deliver the material to the site of the work in such a manner that their quality and fitness for the work is preserved.

3. Measurement and payment for contract work will be made only for work ordered under those pay items included in the Schedule of Items. Measurement and payment for work or materials required to complete the project as shown in the drawings and specifications which are not included as pay items in the Schedule of Items will be considered as incidental to and included in the payment for other pay items shown in Schedule of Items 2a and separate measurement and payment will not be made. Materials ordered but not listed below shall be paid at actual costs plus contractor markup as verified by supplier invoice.

4. The Contractor shall be responsible for furnishing warning devices and complying with the safety standards and traffic management procedures as specified in Section 808 of this contract.

LANGUAGE

The following information is provided for inclusion in contracts as needed. This list is not complete, contact your Contracting Officer for all provisions.

TERMS, ORGANIZATION AND STANDARDS

These specifications are generally written in the imperative mood. In sentences using the imperative mood, the subject "the Contractor", is implied. Also implied in this language is "shall", "shall be", or similar words and phrases. In material specifications, the subject may also be the supplier, fabricator, or manufacturer supplying material, products, or equipment for use on the project.

Whenever "directed", "required", "prescribed", or similar words are used, the "direction", "requirement", or "order" of the Contracting Officer (CO) is intended. Similarly, whenever "approved", "acceptable", "suitable", "satisfactory", or similar words are used, they mean "approved by", "acceptable to", or "satisfactory to" the CO.

The word "will" generally pertains to decisions or actions of the CO.

INSPECTION AND ACCEPTANCE

a.

Standards for acceptable performance are stated in the specifications.

b.

Inspections will be made periodically as work progresses, or as work is completed, to determine acceptability of method and manner of performance, the end product of the maintenance operations, and to make measurements for payment.

c.

As stated in the clause entitled "Inspection of Construction -Fixed Price," the Government's inspection system will not be a substitute for the Contractor's required inspection system.

ACCEPTANCE OF BULK LIQUID PRODUCTS

The following certifications shall accompany shipments:

At the time of delivery of each load of products to be incorporated into the work, the Contractor shall furnish to the Government one copy of the Bill of Lading and a fully executed Certificate of Compliance conforming to the format established for the product in Section 892 and 894. A separate Certificate of Compliance will not be required if the standard Bill of Lading contains the information required by the certificate.

Sampling - Sampling of products may be required to validate certificates furnished by the Contractor. When sampling is directed by the Government, the actual samples will be taken by the Contractor in the presence of the Government. All delivery and distribution equipment shall be constructed to permit sampling in conformance with AASHTO T-40 test procedures. Samples shall be obtained from hauling units at the point of delivery.

Final Acceptance - Final acceptance or rejection of the material will be in accordance with other clause(s).

PROSECUTION OF WORK

Work shall be scheduled to provide completion of segments on a daily basis unless otherwise herein provided.

A monthly Work Schedule shall be prepared by the Contractor based on priorities provided in the task order unless superseded by the Government in advance of work by Work Order. A copy of the Work Schedule shall be provided to the Government by the agreed day of each month.

The Government may require the Contractor to finish the portion in progress before additional work is started on any additional portion.

PUBLIC OFFICIALS NOT PERSONALLY LIABLE

There shall be no personal liability upon the Government or officer in charge, their agents or employees, for any act performed in the discharge of any duty imposed of the exercise of any power or authority conferred upon them, by, or within the scope of the contract, it being understood that in all such matters they act solely as agents and representatives of the Government.

PREWORK CONFERENCE

Prior to commencement of work, the Contractor shall meet with the Government to discuss contract terms and work performance requirements, Work Progress Schedule, and Fire Prevention and Suppression Plans. The meeting will be held at the local Government District or Supervisor's Office, unless otherwise agreed.

EQUIPMENT REQUIREMENTS

When the Contractor is paid for furnishing and operating equipment on an hourly or daily basis, it shall be operated at its design speed, or the maximum speed feasible under prevailing conditions.

CONTROL STAKES

The Contractor is responsible for the preservation of existing bench marks and other control points. The cost of replacing them may be charged against the Contractor and may be deducted from the payment for the work. If the Contractor finds a missing stake he will notify the Government who will replace the missing stake within two (2) days.

STORAGE OF MATERIALS AND EQUIPMENT

Materials shall be stored to assure the preservation of their quality and fitness for work. Approved portions of the right-of-way or other areas on Government land may be used for storage purposes. All storage sites approved by the Government shall be restored to a satisfactory condition at the Contractor's expense.

USE OF PREMISES

General - The Contractor shall comply with the regulations governing the operation of premises which are occupied and shall perform the contract in a manner that will not interrupt or interfere with the conduct of Government business.

Camps - Before any camp or storage site is opened or operated on National Forest land or lands administered by the Government, written permission shall be obtained through the Government. Camp is interpreted to include the campsite or trailer parking area of any employee or subcontractor working on the project. Such permission, if granted, will be without charge to the Contractor.

National Forest Road Rules applicable to the National Forest where the work is occurring are made a part of the contract by reference. Copies will be furnished on request.

LANDSCAPE PRESERVATION

The Contractor shall give attention to the effect of contract operation upon the landscape, shall take care to maintain natural surroundings undamaged, and shall conduct the work at all times in compliance with the following requirements:

Prevention of the Landscape Defacement. The Contractor shall not remove, deface, injure, or destroy trees, shrubs, lawns, or natural features unless specifically authorized by the Government. Unless otherwise provided in the Special Project Specifications, the Contractor shall confine contract operations to within the areas designated in contract documents. Unless otherwise provided in this contract, the Contractor shall gather rock which falls outside the roadway due to contract operations and dispose of it as directed by the Government.

Protection of Streams, Lakes, and Reservoirs. The Contractor shall take sufficient precautions to prevent pollution of streams, lakes, small ponds, and reservoirs with fuels, oils, bitumen’s, dust palliatives, silt, or other harmful materials. Mechanical equipment shall not be operated in live streams without written approval of the Government.

LEGAL RELATIONS AND RESPONSIBILITIES

Government's Responsibility for Utilities

1.

The Government will notify all utility companies or other parties affected and make arrangements for all necessary adjustments of the public or private utility fixtures, pipelines, and other appurtenances affected by work under the contract.

The Government will identify, in Special Project Specifications, known locations of underground installations other than culverts and drains the Contractor could encounter in the progress of work under the contract; typically telephone cables, water supply pipes. and induction loops within the pavement.

Contractor's Responsibility for Utilities

In the event of interruption to utility services because of accidental breakage the Contractor shall promptly notify the utility authority and shall cooperate with that authority in the restoration of service.

Railway-Road Provision

The Government will make arrangements with the railway for any rights necessary to maintain roads across existing crossings.

ABBREVIATIONS

Whenever in these specifications, or in other contract documents, the following terms, or pronouns in place of them, are used, the intent and meaning shall be interpreted as follows: (Reference to a specific standard or specification shall mean the latest addition or amendment thereto in effect on date of Solicitation.)

AASHTO - American Association of State Highway and Transportation Officials.

CS - Commercial Standard Issued by U.S. Department of Commerce.

3.

EPA - Environmental Protection Agency.

4.

FAR - Federal Acquisition Regulation System.

5.

FED SPEC - Federal Specifications.

6.

FSS - Federal Specifications and Standards.

7.

MSHA - Mine Safety Health Administration.

8.

MUTCD - Manual of Uniform Traffic Control Devices.

9.

NBS - National Bureau of Standards.

10.

OSHA - Occupational Safety and Health Act.

11.

PS - Product Standard issued by the U.S. Department of Commerce.

12.

UL - Underwriter's Laboratories, Inc.

QUANTITY MEASUREMENT TERMS

The term "lump sum" when used in the Schedule of Items will mean the complete unit as required by or described in the contract.

Measurement will be made of each item or unit of work, as shown in the Schedule of Items, completed and accepted in accordance with the contract provisions, specifications, and drawings.

DEFINITIONS

Wherever in these specifications, or in other contract documents, the following terms, or pronouns in place of them, are used, the intent and meaning shall be interpreted as follows:

Agreed or Approved - Official agreement or approval by use of a written document issued by the Government. Agreements also require signature of Contractor's Representative and are dated.

Base Course - The layer or layers of specified or selected material of designed thickness placed on a subbase or a subgrade to support a surface course. (See Illustration of Road Maintenance Terms.)

3.

Berm - A curb or dike which controls roadway runoff water, or delineates traffic direction. Berms commonly parallel road centerline; however, on Limited Use Roads (Section 838) may be placed diagonally across the roadbed. (See Illustration of Road Maintenance Terms.)

4.

Channel - A natural waterway leading into or away from a culvert or bridge.

5.

Contract Amendment - A bilateral written supplemental agreement between the Government and the Contractor, documenting a modification outside the scope of the contract and establishing an equitable adjustment therefore.

6.

Contractor - The individual, partnership, joint venture, or corporation undertaking the execution of the work under the terms of the contract.

7.

Culvert - Any structure which provides a passageway, drain, or waterway under a road or embankment.

8.

Cross ditch - A shallow ditch placed across the roadbed to remove water from the roadbed surface which can be driven across by full-size pickups or other high clearance vehicles; usually placed diagonal to the centerline.

9.

Lead-off ditch - A ditch used to remove water from roadside drainage ditches, the roadway, Cattleguards, or drainage structures such as culverts and drainage dips.

10.

Ditch - A relatively long narrow excavation placed to collect or disperse water.

11.

Drainage dip - A drainage structure which was previously constructed within the roadbed surface to form a uniform depression which allows routine passage of vehicles while diverting water from the traveled way.

12.

Drainage ditch - A ditch located parallel to and abutting the roadbed. (See Illustration of Road Maintenance Terms.)

13.

Drainage structure - A term identifying man-made devices placed to control water movements.

14.

Drawings - Illustrations showing detailed maintenance required.

15.

Equipment - All machinery, operating supplies and tools necessary for the proper performance and acceptable completion of the work.

16.

Excess Material - Material from the roadway excess to that needed for maintenance of roadway.

17.

Foreslope - The slope of the ditch section nearest to the traveled way. (See Illustration of Road Maintenance Terms.)

18.

Government - The Contracting Officer or the duly authorized Contracting Officer's Representative (COR) with authority to sign orders.

19.

Grade - The vertical alignment of the top surface of the road.

20.

Inspector - The Government's authorized representative designated in writing, assigned to make detailed inspections of contract performance, but not to sign orders to the Contractor.

21.

Materials - Any substances specified for use in the performance of the work.

22.

Measurement - Method of determining and expressing the quantities of work.

23.

Nominal Dimensions or Weights - The numerical values shown on the drawings or in the specifications as measurements for the work.

24.

Order - A written order by the Government directing fulfillment of work requirements under the terms of the contract.

25.

Original Contract Quantities - Those estimated quantities shown in the Schedule of Items as awarded.

26.

Patching - Minor repairs.

27.

Paved Surface or Pavement - Denotes asphalt, concrete, or other stabilized materials excluding natural aggregates. Dust palliative treatments are not considered as pavement.

28.

Reasonably Close Conformity - Means compliance with customary maintenance tolerances where working tolerances are not specified.

29.

Right-of-Way - A general term denoting land, property, or interest therein acquired for or devoted to a road.

30.

Roadbed - The portion of a road between the intersection of the subgrade and side slopes, excluding that portion of the ditch below the subgrade. (See Illustration of Road Maintenance Terms.)

31.

Road Listing - A preliminary listing of road locations and any established work priorities.

32.

Roadside - (See Illustrations of Road Maintenance Terms).

33.

Schedule of Items - Schedule containing a listing and description of maintenance items, quantities, units of measure, methods of measurement, unit price, and amount.

34.

Shoulder - As used in this contract, the term is restricted to roads having a paved surfacing. (See Illustrations of Road Maintenance Terms.)

35.

Slough or Slide - Material deposited on the roadway which may need to be repositioned or removed.

36.

Slump - A localized portion of the roadbed which has slipped or otherwise become lower than that of the adjacent roadbed and constitutes a hazard to traffic.

37.

Special Project Specifications - Specifications which detail conditions and requirements peculiar to the individual project.

38.

Standard Specifications - Specifications for specific divisions of work.

39.

Subgrade - Top surface of roadbed upon which subbase, base course, or surface course was constructed. (See Illustration of Road Maintenance Terms.)

40.

Traveled Way - The portion of the roadway for the movement of vehicles. For purpose of this contract, traveled way includes turnouts and curve widening. (See Illustration of Road Maintenance Terms.)

41.

Turnouts - A short auxiliary lane on a one-lane road provided for passage of meeting vehicles.

42.

Unit of Measure - The unit and fractions of units shown in the Schedule of Items.

43.

Unsuitable Material - Material removed during maintenance which must be disposed of in designated locations. Includes material with substantial amounts of vegetation or other objectionable material.

44.

Waterbar - A deeper type cross ditch which is not intended for passage of traffic.

45.

Work Schedule - The Contractor's current schedule for work progression.

Continuation of SF1449 Block 27: The full text of a clause or provision may be accessed electronically at www.arnet.gov/far/ Blocks 23 and 24: Fill in Unit and Amount on attached Schedule of Items.

CONTRACT CLAUSES

52.212-4 Contract Terms and Conditions—Commercial Items.

As prescribed in 12.301(b)(3), insert the following clause:

Contract Terms and Conditions—Commercial Items (Mar 2009)

(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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). 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 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—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration), 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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 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, and Compliance with Laws Unique to Government Contracts 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) Central Contractor Registration (CCR).

(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 CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR 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 CCR 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 CCR 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 CCR 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 CCR database. Information provided to the Contractor’s CCR 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 the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (FEB 2009)

(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)).

(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).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in…