Solicitation.doc

AG-67T0-C-15-0031

2015 Bessey Road Maintenance Nebraska National Forest

SCHEDULE OF ITEMS

BESSEY ROAD MAINTENANCE

NEBRASKA NATIONAL FOREST AND GRASSLANDS

BESSEY RANGER DISTRICT

Award – May 10, 2016

MEASURE

PRICE

TOTAL

May 11, 2016 – May 10, 2017

MEASURE

PRICE

TOTAL

May 11, 2017 – May 10, 2018

MEASURE

PRICE

TOTAL

May 11, 2018 – May 10, 2019

MEASURE

PRICE

TOTAL

May 11, 2019 – May 10, 2020

MEASURE

PRICE

TOTAL

TOTAL FOR ALL (5) YEARS:

This contract shall be for road maintenance work performed in 2015 with 4 option years (2015 though 2020). All roads shall receive 3 maintenance passes per year and are highlighted on the Road Log Inventory.

The successful bidder shall be the contractor with the value that best benefits the Government over the 5 year period.

· Note: Unit Prices Prevail Complete Information Below:

DUNNS #

Non Discrimination Statement

The U.S. Department of Agriculture (USDA) prohibits discrimination in all its programs and activities on the basis of race, color, national origin, age, disability, and where applicable sex, marital status, familial status, parental status, religion, sexual orientation, genetic information, political beliefs, reprisal, or because all or part of an individual’s income is derived from any public assistance program. (Not all prohibited bases apply to all programs.) Persons with disabilities who require alternative means of communication of program information (Braille, large print, audiotape, ect.) should contact USDA’s TARGET Center at (202) 720-2600 (voice and TDD). To file a complaint, write to USDA, Director, Office of Civil Rights, 1400 Independence Avenue, S.W., Washington, D.C 20250-9410, or call (800) 795-3272 (voice) or (202) 720-6382 (TDD). USDA is an equal opportunity provider and employer.

TABLE OF CONTENTS

BESSEY ROAD MAINTENANCE

NEBRASKA NATIONAL FOREST and GRASSLANDS

BESSEY RANGER DISTRICT

1.

Table of Contents

2.

Work Statement

3.

Project Specifications

4.

Section 860 Specification

5.

Location Map

6.

Site Map with Road Locations

7.

Typical Road Sections

8.

Road Log Inventory

WORK STATEMENT

BESSEY ROAD MAINTENANCE

C.1 PROJECT LOCATION

The location of the project is on the Bessey Ranger District at Halsey, Nebraska. The roads to be maintained are: Circle Road #203 (30.4 miles), South Natick Road #212 (7.6 miles), Gaston Road #259 (6.2 miles), North Natick #212N (1.7 miles), and the Scenic Road #223 (0.8 mile). See the Road Log Inventory sheet.

Segments of the roads have an existing bituminous asphalt road surfacing which are not part of this road maintenance project. In addition, there are segments of these roads that have a subbase consisting of a geocellular material that is between 2 to 4 inches below the existing surface. These areas will be staked before work begins; however, the Contractor is cautioned to be aware of this material while performing maintenance activities at these areas.

C.2 SCOPE OF CONTRACT

The scope of the contract is to provide the Government with Level 3 Road Maintenance on 46.7 miles per pass of specified roads on the Bessey Ranger District (see Blading Miles on Road Log Inventory). Level 3 Road Maintenance is described under Special Notes and in the specifications.

Special Notes:

Level 3 Road Maintenance is generally described in Section 860 of the Standard Road Maintenance Specifications. For this contract, changes to this specification are described in the Supplemental Specification for Section 860. Work performed shall include blading the road surface, pulling the road shoulders, cleaning existing ditches and lead-off ditches (to allow them to perform correctly), and repairing soft spots. Asphalt chunks larger than 6 inches diameter shall be removed from the running surface and placed where they will not interfere with the blading, as approved by the Contracting Officer (CO).

All roads shall receive 3 maintenance passes by December 31st of each work year. Depending on the weather, each road shall be maintained during the spring, mid-summer, and late fall season, as approved by the Contracting Officer.

Unless otherwise provided, the contractor shall furnish all labor, equipment, tools, transportation, supplies, and incidentals and perform all work required to perform the services in accordance with terms, conditions, specifications, and provisions of this contract.

C.3 DESCRIPTION

Road conditions for the Circle, South Natick, and Gaston roads include a 10’-12’ average road width with a mixture of surfacing types: aggregate/sand/clay aggregate. Turnouts (6’x100’) are considered part of this project and shall be maintained when encountered as well.

Road conditions for the North Natick and Scenic roads include a 16’-18’ wide aggregate surface with turnouts.

A map is included to show the general location of the specified National Forest System roads for this work.

The quantities listed in the Schedule of Items are Actual Quantities. The work required will be dependent on the weather or other influences.

Measurement for this work shall be to the nearest 0.1 mile of accepted work by the Contracting Officer.

Payment for contract work will be made only for and under those pay items included in the Schedule of Items. All other work and materials will be considered as incidental to and included in the payment for items shown.

Vehicle traffic shall not be obstructed for periods in excess of fifteen (15) minutes. The contractor shall be responsible for installing the proper road warning signs along the particular road segment that work is being performed on at all times. All signing shall meet MUTCD standards.

The following specifications are found in the Forest Service Specifications for Construction of Roads and Bridges-1996 version. The Standard Road Maintenance Specifications (Section 800) are found in Level 3 Road Maintenance and are part of this contract.

C.4 LIST OF SPECIFICATIONS

DIVISION 100 – GENERAL SPECIFICATIONS

Section 106 – Measurement and Payment

DIVISION 800 – GENERAL SPECIFICATIONS

Section 860 – Level 3 Road Maintenance

SPECIAL PROJECT SPECIFICATIONS

DIVISION 100 - GENERAL SPECIFICATIONS

SECTION 106 - MEASUREMENT AND PAYMENT

106.04 Methods of Measurement

Delete: Entire section Add:

The method of measurement shall be (c) Actual Quantities (AQ) of per mile work completed.

860 – LEVEL 3 ROAD MAINTENANCE SPECIFICATIONS

C.5 DESCRIPTION

860.01 The maintenance work to be performed shall include work necessary to keep drainage functional and maintain the road prism to allow a prudent driver to safely negotiate the road in a passenger car.

C.6 WORK REQUIREMENTS

860.02 This work consists of cleaning inlet, outlet, and lead-off ditches.

Entrances to drainage structures (CMP - corrugated metal pipes) shall be cleared of all foreign material and all vegetative growth which interferes with the flow pattern. Grass shall be left in place provided drainage is not obstructed.

Inlet channel transition from the ditch line into the CMP’s shall be cleaned a distance up to 20 feet. Material removed, if suitable, may be blended into existing native road surfaces or shoulders. On aggregate surfaced roads, care must be taken to assure the material is not mixed into the existing aggregate. Unsuitable material shall be disposed of by sidecasting unless otherwise SHOWN ON THE DRAWINGS.

Ditches shall be cleaned to conform to previous line, grade, and cross section. Cleaning is not required on ditches that provide drainage and are free of debris larger than (3) inches in diameter and (1) foot in length.

860.03 Signs, markers, and other road appurtenances are designated to be

Removal of retained.

Obstructions

Any damage to trunks of standing trees caused by Contractor’s operation shall be treated with a commercial nursery sealer approved by CO.

Limbs, chunks, and debris in excess of one (1) foot in length or three (3) inches in diameter shall be scattered outside the roadway. Concentrations of slash and debris greater than eighteen (18) inches above the ground will not be permitted.

860.05 Sloughs, washouts or slides shall be reported to the Government prior to

Sloughs,any work commencing within the area.

Washouts and Slides

860.06 The roadbed shall be crowned or sloped to conform to the original prism.

Traveled All berms shall be removed from the shoulders to the maximum extent Waypossible and incorporated into the traveled way surface except those that are specifically designated to remain. On roads open to public traffic, berms of materials caused by road maintenance operations shall be removed from the traveled way prior to the end of each day’s work.

The blading shall proceed in an orderly fashion by successive passes with graders parallel to the road centerline, progressing from the lower side to the upper side of the roadbed and back across. In the process, shoulder material shall be cut and replaced to prevent vegetation encroachment.

On native surface roads, all ruts, holes, and washes shall be removed by scarifying or cutting to the bottom of such defects. Fines accumulated in blading roads or from drainage ditches shall be wasted as approved by CO.

On aggregate surface roads, all ruts, holes, and washes shall be removed by scarifying or cutting to the bottom of the aggregate surface. Scarification of subgrade material will not be permitted unless SHOWN ON THE DRAWINGS.

The cleaning of all drainage ditches, and lead-off ditches shall be included with the blading procedures provided the work can be accomplished with a motor grader. Ditches shall be cleaned of any material which would obstruct the flow of water. The backslope shall not be undercut. Drainage dips shall be maintained to a depth and width to provide drainage. The lower end of drainage dips, including lead-off ditches, shall be shaped to drain water away from the roadway.

The roadbed immediately before and after cattleguards shall be bladed in such a manner as to effect a smooth transition and keep material from falling into the grill area.

Turnouts shall also be included with the blading of the road surface.

C.7 MEASUREMENT

860.07 Level 3 Road Maintenance will be measured to the nearest tenth

(0.1) mile along the road centerline.

C.8 PAYMENT

860.08 The accepted quantities will be paid for at the contract unit price for each pay item shown in the SCHEDULE OF ITEMS.

Payment will be made under:

Pay Item

Pay Unit 860 (01) Level 3 Road Maintenance

Mile

C-9. BIO-PREFERRED

The Contractor must comply with Section 9002 of the Farm Security and Rural Investment Act of 2002 (FSRIA), Executive Order (EO) 13423, “Strengthening Federal Environmental, Energy, and Transportation Management,” and the Federal Acquisition Regulation to provide biobased products.

The Contractor shall utilize products and material made from biobased materials (e.g., biobased greases, biobased hydraulic fluids, biobased absorbents) to the maximum extent possible without jeopardizing the intended end use or detracting from the overall quality delivered to the end user. All supplies and materials shall be of a type and quality that conform to applicable Federal specifications and standards. All supplies and materials to be used in the performance of work described herein are subject to the approval of the Contracting Officer (CO).

The following are examples of products that may be used in this contract for which biobased products are available. The list is not all inclusive. It is desirable that vendors be able to supply the greatest number of biobased products listed meeting the health and environmental specifications.

Hydraulic fluids

Penetrating lubricants

Concrete and asphalt release fluids

Absorbents

Diesel fuel additives

Greases

2-cycle engine oil

Wood and concrete sealers

Adhesive and mastic removers

Cleaners

Wood & Concrete sealers

Multipurpose Lubricants

Lube chain lubricants

Chain bar lubricants

Sealers

Grease removers

Biobased products that are designated for preferred procurement under USDA’s BioPreferred program must meet the required minimum biobased content as stated in the USDA Final Rule available at www.biopreferred.gov. The Contractor shall provide data for their biobased products such as biobased content.

In addition to the biobased products designated by the U.S. Department of Agriculture in the BioPreferred Program, the Contractor is encouraged to use other biobased products.

The Contractor shall comply with the provision at FAR 52.223-1, Biobased Product Certification.

The Contractor shall comply with the clause at FAR 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts.

A Contractor may propose more than one product within a product category and/or propose a product or products addressing more than one product category.

SECTION D -- PACKAGING AND MARKING

{No clauses in this section.}

SECTION E -- INSPECTION AND ACCEPTANCE

E.1 FAR 52.246-4 INSPECTION OF SERVICES – FIXED-PRICE (AUG 1996)

E.2 CONTRACTOR QUALITY CONTROL PLAN (QCP):

A. The contractor shall conduct self-inspections Contractor Quality Control (QCP) on all aspects of work. The field inspections shall be spread throughout the project area. The contractor shall provide the Government with an acceptable method of self-inspection. This method shall be accepted and approved by the Government prior to the Notice to Proceed being issued.

The Contracting Officer may observe the Contractor's inspection at any time and shall otherwise have unlimited access to the inspection data.

The self-inspection process shall be documented and submitted prior to the Notice to Proceed

The QCP shall specify:

1.

How quality will be monitored to assure performance standards are met.

2.

How the work will be supervised.

3.

How results of the monitoring will result in quality performance.

4.

Identify the personnel responsible for performing quality control.

B.

Contractor Quality Control Inspection. The Contractor shall assure themselves that performance meets contract specifications, in accordance with clause FAR 52.212-4, Contract Terms and Conditions – Commercial Items, paragraph (a), Inspection/Acceptance prior to requesting the Government to inspect for payment or acceptance.

E.3 GOVERNMENT INSPECTION AND ACCEPTANCE:

A. Government Quality Assurance Surveillance Plan (QASP): The Government will, at its convenience, make periodic inspections of the work to assure itself of contract compliance and to perform Quality Assurance Inspections to determine confirm that the Contractor is performing quality control in accordance with its QCP and that Contractor monitoring results in quality performance of contract objectives. The Government will assure quality is being met through plots and visual inspections as stated in Section VII - PRS.

B. Acceptance: Acceptance of the work under the contract will be made after Government inspection and the Contracting Officer has made the determination of satisfactory compliance with the specifications. All required contract specifications shall be satisfactorily completed in each unit before acceptance will be made. Acceptance will not be made for segments broken by unacceptable portions of work.

C. Rework and Re-inspection after Rework. If the contractor fails to meet the minimum AQL, the contractor shall rework the area. The Government will conduct an inspection and up to one re-inspection for each area. Anytime the contract or task order requires more than two inspections per area, the contractor will be accessed for additional inspections which will include mileage and hourly rate of Inspector or Inspectors. When inspections indicate the performance objectives were not met, the work will be deemed unsatisfactory and payment will not be made until the Contractor has assured the Government that its Quality Control measures have corrected the deficiencies. Inspections after rework will be made in the same manner as the first inspection. The cost to the Government for inspections necessitated by the rework will be deducted from any payments to the Contractor.

SECTION F -- DELIVERIES OR PERFORMANCE

F.1 SUSPENSION OF WORK

Whenever the Contracting Officer determines that the weather, ground conditions or combination of these and other physical conditions have become unsuitable for project to continue in any area, the Contractor shall move the work force to another area(s) prescribed by the Contracting Officer. When no other area is available, the Contracting Officer will issue a suspend work order for the bid item and contract time will stop for that item. When conditions are again favorable, the Contracting Officer will issue a verbal resume work order and confirm the resumption in writing. Contract time will resume on the effective work resumption date. In all cases, the Contractor shall resume work within 3 calendar days after the effective work resumption date. It is the Contractor's responsibility to keep the Contracting Officer currently advised as to where the Contractor or the Contractor's Representative may be reached by telephone during periods of work suspension. If the Contractor cannot be reached at the telephone number provided, or if the Contractor fails to leave a number, a written resume work order will be mailed and contract time will resume on the date specified on the resume work order.

F.2 FAR 52.242-15 STOP WORK (AUG 1989)

F.3 FAR 52.242-17 Government Delay of Work (APR 1984)

F.4 AGAR 452.211-75 Effective Period of the Contract. (FEB 1988)

The effective period of this contract is from date of contract award through May 10, 2020.

SECTION G -- CONTRACT ADMINISTRATION DATA

G.1 AGAR 452.228-71 INSURANCE COVERAGE (NOV 1996), ALTERNATE I (NOV 1996)

Pursuant to FAR clause 52.228-5, Insurance-Work on a Government Installation, the Contractor will be required to present evidence to show, as a minimum, the amounts of insurance coverage indicated below:

(a) Workers Compensation and Employer's Liability. The Contractor is required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 shall be required, except in States with exclusive or monopolistic funds that do not permit worker's compensation to be written by private carriers.

(b) General Liability.

(1) The Contractor shall have bodily injury liability coverage written on a comprehensive form of policy of at least $500,000 per occurrence.

(2) The Contractor shall have property damage liability insurance shall be required in the amount of $500,000.00 per occurrence.

(c) Automobile Liability. The Contractor shall have automobile liability insurance written on a comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage or loss.

(d) Aircraft Public and Passenger Liability. When aircraft are used in connection with performing the contract, the Contractor shall have aircraft public and passenger liability insurance. Coverage shall be at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger injury. Coverage for passenger injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.

G.2 DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE

The Contracting Officer will designate a Contracting Officer's Representative (COR) at the time of contract award.

The COR is responsible for administering the performance of work under this contract. In no event, however, will any understanding, agreement, modification, change order, or other matter deviating from the terms of this contract be effective or binding upon the Government unless formalized by proper contractual documents executed by the Contracting Officer prior to completion of the contract.

The Contracting Officer should be informed as soon as possible of any actions or inactions by the Contractor or the Government which will change the required delivery or completion times stated in the contract, and the contract will be modified accordingly.

On all matters that pertain to the contract terms the Contractor must communicate with the Contracting Officer. Whenever, in the opinion of the Contractor, the COR requests effort outside the scope of the contract, the Contractor should so advise the COR. If the COR persists and there still exists a disagreement as to proper contractual coverage, the Contracting Officer should be notified immediately, preferably in writing if time permits. Proceeding with work without proper contractual coverage could result in nonpayment or necessitate submittal of a contract claim.

The COR's major duties and responsibilities are contained in the Forest Service Handbook of Contract Administration. The COR is delegated full authority under this contract EXCEPT for the following actions which are reserved for the Contracting Officer:

Take action to terminate the contract for default or Government convenience.

Make contract adjustments under the Differing Site Conditions clause.

Grant extensions of contract time.

5.

Approve assignment of claims.

6.

Make final decisions under the Disputes clause.

7.

Make final acceptance under the contract.

8.

Make final decisions under the Suspension of Work clause.

9.

Make equitable adjustments.

10.

Authorize change in amount of Payment Retention.

11.

Approve subcontractors.

12.

Approve payments with deductions or final payment, and reject IPP invoices.

13.

Approve use and possession prior to completion.

14.

Enforce the warranty provisions.

G.3 CONTRACTOR’S REPRESENTATIVE

The Government may, at its option, suspend work with full count of contract time continuing, if the Contractor fails to provide a Contractor's Representative (1) conversant in the English language and (2) able to read and understand the contract.

The Contractor shall assign the following personnel, competent in task(s) to be completed, to the Contracting Officer prior to commencement of work:

Contractor Representative: The Contractor’s on-site representative shall be in the project area whenever work is in progress. The Representative shall have the authority to act for the Contractor.

Foreman/Woman: The Contractor’s foreman/woman shall be in the project area whenever work is in progress. The Representative and the Foreman/Woman may be the same person.

Inspector: The Inspector will not be a “working” member of the crew. That is, they will not perform service work tasks nor will they correct defaults found in inspection plots.

All work will be performed in an organized and systematic manner. Crew members will generally all be working in the same unit except when authorized by the Contracting Officer.

G.4 SCHEDULES FOR SERVICE CONTRACTS

If Contractor's progress falls behind progress work schedule, the Contractor shall take such action as necessary to improve his progress; in addition, the Contracting Officer may require Contractor to submit a revised schedule and proposed plan of work to ensure completion of the work within the time(s) set forth in the contract.

Contractor shall schedule work to allow enough time for final inspections and any possible reworks to be completed by the contract end date.

G.5 PAYMENT

A signed payment certification must accompany your invoice for payment to be authorized. See Section J.

NEW --- Invoice Processing Platform

The "Submit Invoice-to" address for USDA orders is the Department of Treasury's Invoice Processing Platform (IPP). The contractor must follow the instructions on how to register and submit invoices via IPP as prescribed in the previous communications from USDA and Treasury. All invoices are to be submitted via the electronic Invoice Processing Platform. This is a mandatory requirement initiated by the U.S. Department of Treasury and you can find more information at this website https://www.ipp.gov/index.htm. Please make sure that your company has registered at https://www.ipp.gov/vendors/enrollment-vendors.htm to establish your account.

For Questions Call: 605-716-1883 / FAX: 605-343-7134 William Highland Administrative Contracting Officer

G.6 DAMAGES

If the Contractor does not complete the work within the designated contract time, actual excess costs will be assessed, such as - but not limited to, additional COR and Inspector time and travel.

G.7 NOTIFICATION OF SUBCONTRACTING

The Contractor shall promptly notify the Contracting Officer upon entering into any subcontract arrangement. The subcontractor shall have the experience and be equipped for such work. The written notification shall include as a minimum:

A. The name, address and telephone number of the subcontractor.

B. The date upon which the subcontract was entered into and its duration.

C. A detailed description of the work being subcontracted including a listing of contract items, units, etc., as appropriate.

D. Documentation of the subcontractor's representative authority.

Subcontracting any portion of the contract shall not relieve the Prime Contractor of any responsibility under this contract. Any subcontract agreement shall contain all terms and conditions of the prime contract.

G.8 NOTICE TO PROCEED

A Notice to Proceed will be issued in writing by the Contracting Officer. No work shall begin until receipt of this notice. Supplies should not be purchased prior to the Notice to Proceed or the Contractor will not be reimbursed in the case of a Termination of the contract. Contract time shall commence on the day indicated on the Notice to Proceed.

SECTION H – SPECIAL CONTRACT REQUIRMENTS

H.1

PERSONAL PROTECTIVE EQUIPMENT

1. The contractor will train in the safe operation and use of equipment to all workers using such equipment. OSHA standards for personal protective equipment shall be followed.

2. Personal protective equipment, including personal protective equipment for eyes, face, head, and extremities shall be provided, used, and maintained in a sanitary and reliable condition wherever it is necessary by reason of hazards or processes encountered in a manner capable of causing injury or impairment in the function of any part of the body.

3. Defective or damaged personal protective equipment shall not be used.

H.2

CONTRACTOR PERFORMANCE ASSESSMENT SYSTEM (CPARS) PROGRAM

This contract will be subject to reporting in the Contractor Performance Assessment System (CPARS) program. Contractors are encouraged to take training and register in this program. Information can be found at:

· Contractor Overview (2 hours). View Schedule - This training will give the student an understanding of the Contractor Representative and Contractor Corporate Senior Management levels of access, the policies and regulations governing ACASS/CCASS and CPARS, and the electronic workflow with particular attention to the Contractor comment function.

· Target Audience: This session is specifically targeted to Contractor users who provide Past Performance Evaluation comments or who manage the ACASS/CCASS and CPARS process for their company.

Online course:http://www.cpars.csd.disa.mil/allapps/cpartrng/webtrain/webtrain_all.htm

H.3 TRAVEL MANAGEMENT AND MOTORIZED EQUIPMENT

Use of motorized equipment other than hand-held equipment will not be permitted off designated roads without approval of the Contracting Officer Representative or as provided elsewhere herein (See section C.5.1.1 Access).

H.4 REGISTER OF WAGE DETERMINATIONS UNDER THE SERVICE

CONTRACT ACT

Register of Wage Determination No. WD 05-2323, Rev 16, dated 12/30/2014 are made a part of this solicitation and any resultant contract. Classification determination for applicable labor furnished under this contract is the responsibility of the contractor. The highlighted classifications must be posted at the worksite with the applicabable poster when operations are underway. Task Order wage rates will be updated to the current wage rate when the Task Order is issued.

Continuation of SF1449 Block 27: The full text of a clause or provision may be accessed electronically at www.arnet.gov/far/ 52.212-4 -- Contract Terms and Conditions -- Commercial Items (Dec 2014)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

(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 at 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 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;

(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 FAR 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 Use 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.

(End of Clause)

Alternate I (May 2014) When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)

(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel; or

(ii) The…