SOL.docx

AG-67T0-S-16-0024 LAWRENCE COUNTY RD MAINT. BHNFS

PART I - THE SCHEDULE

SECTION A – SOLICITATION/CONTRACT FORM (SF – 1449) 1-2

TABLE OF CONTENTS 3

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS (Schedule of Items) 4-5

NOTICES

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK 6-10

SECTION D – PACKAGING AND MARKING (NONE) 10

SECTION E - INSPECTION AND ACCEPTANCE 10-11

SECTION F - DELIVERIES OR PERFORMANCE 11-12

SECTION G - CONTRACT ADMINISTRATION DATA 12-14

SECTION H - SPECIAL CONTRACT REQUIREMENT 14-15

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES 16-31

PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS 32

PART IV - REPRESENTATIONS AND INSTRUCTIONS

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER

STATEMENTS OF OFFERORS OR RESPONDENTS 33-48

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

OR RESPONDENTS 49-51

SECTION M - EVALUATION FACTORS FOR AWARD 52-53

BLACK HILLS NATIONAL FOREST

SCHEDULE OF ITEMS

BASE YEAR Award Date – 02/01/2017

PRICE

TOTAL

Base Yr. Total Cost

OPTION YEAR 2017 01/31/2017 – 02/01/2018

PRICE

TOTAL

Option Yr. 1 Total Cost

OPTION YEAR 2018 01/31/2018 – 02/01/2019

PRICE

TOTAL

Option Yr. 2 Total Cost

Base & Opt. Yrs. 1 &2 Total Cost

Please complete and submit the following:

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.

SECTION C. PERFORMANCE WORK STATEMENT

C.1 General Requirements The contractor shall furnish all labor, equipment, materials, and incidentals necessary to maintain 165+ miles of selected native and aggregate surface roads on the Northern Hills Ranger District in the Black Hills of South Dakota. This contract will consist of one (1) base year of 2016 and two (2) option years of 2017 and 2018. Maintenance includes: slide and slump repair, ditch and drainage structure cleaning surface blading (blading will be to an appropriate depth to remove washboards), cattleguard cleaning (including grate removal and replacement to access and remove trapped sediment within the cattleguard), and provide road maintenance signing for public safety in compliance with these specifications and the latest version of the Manual of Uniform Traffic Control Devices (MUTCD). There are no Government furnished supplies or materials.

C.2 Working Conditions Roads shall be bladed when optimum moisture is present for blading. When conditions are too dry discontinue work and resume when adequate moisture is received.

C.3 Working Time Limits Blading shall begin in the spring after the roads have thawed and dried to an appropriate moisture level. The Contracting Officer’s Representative (COR) shall notify the contractor when it is suitable to begin work. The contractor shall begin work after the COR has given notification within five (5) business days and complete the work within twenty (20) business days, unless conditions become unsuitable. All work will be performed in a timely manner when appropriate moisture is present for satisfactory performance.

C.4 Work Requirements

C.4.1 Spring Blading

Spring blading is 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. This work includes: repairing slides less than five (5) cubic yards, surface blading to an appropriate depth to remove washboards and holes, cleaning ditches and drainage structures, and cleaning bridge decks. The roads requiring maintenance are shown on the project location maps and listed in the road list.

Spring blading includes the cleaning of drainage dips and their outlet ditches, cleaning bridge decks and the blading of the road surface, including: shoulders, turnouts, approach road intersections, and cutting and filling holes and washboards in the road surface. During the blading of the road surface, do not waste aggregate into the ditch. Incorporate recovered aggregate from the shoulders and turn-outs into the road surface. Roads without a ditch will require a 3% outslope. Roads with a ditch will require a crown with a 3% slope away from the centerline of the road. On all roads, provide a smooth transition to provide drainage to either the edge of road or ditch. Do not leave a lip or berm along the road shoulder.

Ditch cleaning is defined as the cleaning of ditches to conform to their original design template, grade, and cross section. Clean ditches when they are obstructed to a level that prevents them from draining properly or they are less than six (6) inches deep. Clean to twelve (12) inch depth with a 3:1 side slope. All slough material or other debris, which might obstruct water flow, will be removed from the roadbed and sidecast to the fill slope. Material shall not be left in a position where it could easily be washed back into the ditch. Inlet and outlet ditches and catch basins shall be cleaned of obstructions. Roadway backslopes shall not be undercut during ditch cleaning. Sidecasting waste material into streams, lakes, or watercourses shall not be allowed.

Bridge deck cleaning is defined as clearing the bridge deck of soil and aggregate to a broom clean condition.

Slide removal is removing the slide from the roadway and disposing of all material, such as soil, rock, and vegetation, which cannot be routinely handled by maintenance equipment during ditch cleaning and surface blading. Waste areas shall be approved by the Contracting Officer (CO) and designated by the Contracting Officer’s Representative (COR).

Berms of material or other obstructions caused by the maintenance operation shall be removed prior to the end of each day’s operation and are not to remain overnight or over weekends or holidays. Berms or obstructions that cannot be removed due to weather conditions or equipment breakdowns shall be properly signed as hazards and illuminated at night.

C.4.2 Fall Blading

Fall blading is work necessary to maintain the road prism to allow a prudent driver to safely negotiate the road in a passenger car. This work includes repairing slides less than five (5) cubic yards and surface blading to an appropriate depth to remove washboards and holes. The roads requiring maintenance are shown on the project location maps and listed in the road list.

Fall blading includes the cleaning of drainage dips and their outlet ditches, cleaning bridge decks and the blading of the road surface, including shoulders, turnouts, approach road intersections, and cutting and filling holes and washboards in the road surface. During the blading of the road surface do not waste aggregate into the ditch. Incorporate recovered aggregate from shoulders and turn-outs into the road surface. Roads without a ditch will require a 3% outslope. Roads with a ditch will require a crown with a 3% slope away from the centerline of the road. On all roads provide a smooth transition for drainage to either the edge of road or ditch. Do not leave a lip or berm along the road shoulder.

Bridge deck cleaning is defined as clearing the bridge deck of soil and aggregate to a broom clean condition.

Slide removal is removing the slide from the roadway and disposing of all material, such as soil, rock, and vegetation, which cannot be routinely handled by maintenance equipment during ditch cleaning and surface blading. Waste areas shall be approved by the Contracting Officer (CO) and designated by the Contracting Officer’s Representative (COR).

Berms of material or other obstructions caused by the maintenance operation shall be removed prior to the end of each day’s operation and are not to remain overnight or over weekends or holidays. Berms or obstructions that cannot be removed due to weather conditions or equipment breakdowns shall be properly signed as hazards and illuminated at night.

Fall blading does not require ditch cleaning.

C.4.3 Cattleguard Cleaning

Cattleguard cleaning is the work necessary to obtain a safe and efficient cattleguard structure for livestock and vehicle traffic.

The cattleguard deck will be cleaned of dirt and debris to a depth of two (2) feet below the top of the grids or to the bottom of the foundation whichever is less. Where there are existing ditches, material will be removed from the ditch to provide for drainage through the cattleguard structure. Excavated materials will be removed and disposed of at a location approved by the Contracting Officer (CO) and designated by the Contracting Officer’s Representative (COR). Roadbed and surfacing materials disturbed by the contractor’s operations shall be replaced, and compacted to conform to the adjacent roadbed.

When removing the cattleguard grille for cleaning, traffic delays shall not exceed twenty (20) minutes. The contractor shall notify the government when cattleguard cleaning will take place prior to beginning such work. Proper signing will be required while such work is being done.

C.5 Noxious Weeds Areas where noxious weeds have been located near the roadway template have been designated on the project location maps, and are signed in the field. In order to mitigate spreading, no blading shall be done in these locations. Noxious weed areas shall be reviewed by the COR each year, and will be discussed with the contractor at the pre-work meeting.

C.6 Inspection Inspections will be done no more often than weekly and shall be for a minimum of fifteen (15) miles of work, or completion of a contiguous geographical area. The contractor shall submit maintenance logs and request for inspection to the Contracting Officer’s Representative (COR), identifying the portions of completed road work and lengths to be inspected. The request shall be at least one (1) working day prior to the requested inspection.

C.7 Contractor’s Work Schedule Prior to commencing work, the contractor shall provide an accurate schedule of work to allow timely government quality assurance inspections.

C.8 Daily Maintenance Reports The contractor shall keep a daily maintenance report that indicates the work completed each day, including the miles maintained, and documentation of compliance with the equipment cleaning requirement. Upon a request for inspection these reports shall be submitted and received by the Contracting Officer’s Representative (COR) and shall become the property of the government, electronic fax will be allowed. There will not be an inspection prior to receipt of these records. A sample daily maintenance report is included with this contract.

C.9 Existing Facilities All existing facilities, including but not limited to, signs, cattleguards, culverts, and drainage structures, damaged by the contractor shall be replaced or repaired by the contractor at no cost to the government. The Contracting Officer’s Representative (COR) will determine if the damage is too great to be satisfactorily repaired and whether or not it must be replaced.

C.10 Pollution and Erosion Control The contractor’s operation shall be conducted so as to prevent siltation of streams, irrigation systems, lakes and reservoirs. Pollutant such as fuel, lubricants, and any other harmful hazardous materials shall not be discharged onto National Forest Service lands.

C.11 Washing Equipment To help prevent the spread of weeds, this work will require the contractor to wash his equipment, off forest, prior to bringing it onto the job site and each time it is removed and returned to the job site. The equipment shall be washed with a pressure washer that is capable of producing enough water force to thoroughly remove all organic and mineral debris from the machine. The washing will be documented in the contractors’ daily maintenance report.

C.12 Signing and Public Safety The contractor shall provide all necessary barricades and warning signs. All necessary precautions shall be taken for the protection of the work and safety of the public. All signs and devices remain the property and responsibility of the contractor. Refer to pages 8 and 9 for construction signs.

C.13 Equipment Specifications All equipment shall be in good working condition and suitable for the work required. Operators shall be competent and have field experience in the work required. Equipment shall have safety signing and appurtenances required by OSHA, such as Rollover Protection (ROPS), fire suppression devices (including a shovel), lights and slow moving vehicle signs. Equipment shall be inspected by the Contracting Officers Representative to determine if the vehicle is capable of completing the work. Inspection of the vehicle shall be done prior to starting the work.

C.14 Measurement and Payment

C.14.1 Measurement Fall and Spring blading will be measured to the nearest one-tenth (0.1) mile of road bladed and accepted by the Contracting Officer (CO) per mileage schedule.

Cattleguards will be measured as an actual quantity completed and accepted by the Contracting Officer (CO).

C.14.2 Payment The accepted quantities will be paid for at the contract unit price for each pay item shown in the Schedule of Items.

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:

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.

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 452.211-74 PERIOD OF PERFORMANCE (FEB 1988)

The period of performance of this contract is from the effective date of the Base Period through the end of Option Period 2.

F.5 AGAR 452.211-75 Effective Period of the Contract. (FEB 1988)

The effective period of this contract is from date of contract award through October 31, 2018.

F.6 CONTRACT PERFORMANCE TIME AND REQUIRED RATE OF PROGRESS.

The Contractor shall start work promptly after receipt of Notice to Proceed (NTP). Contract time will start on the date specified on the NTP. Whenever it is determined that environmental conditions become unsuitable for continued service work, the Contractor will move to another area determined by the Contracting Officer. When no other area is available, service work will cease. It is the responsibility of the Contractor to maintain sufficient contact to determine when conditions again permit service tasks to be completed.

SECTION G -- CONTRACT ADMINISTRATION DATA

G.1 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:

G.2 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.3 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-4 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-5 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.

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).

CONTRACT CLAUSES

Block 27 of SF1449: The full text of a clause or provision may be accessed electronically at www.arnet.gov/far.

SECTION I

52.212-4 -- Contract Terms and Conditions -- Commercial Items (May 2015)

(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.

ADDENDUM TO FAR 52.212-4

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

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

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

Alternate I (JUL 1995)

AGRICULTURE ACQUISITION REGULATION (48 CFR CHAPTER 4) CLAUSES

FAR 52.232-99 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS (AUG 2012)

This clause implements the temporary policy provided by OMB Policy Memorandum M-12-16, Providing Prompt Payment to Small Business Subcontractors, dated July 11, 2012.

(a) Upon receipt of accelerated payments from the Government, the contractor is required to make accelerated payments to small business subcontractors to the maximum extent practicable after receipt of a proper invoice and all proper documentation from the small business subcontractor.

(b) Include the substance of this clause, including this paragraph (b), in all subcontracts with small business concerns.

(c) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

AGAR 452.211-72 STATEMENT OF WORK/SPECIFICATIONS (FEB 1988)

The Contractor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified) to perform the Performance Statement of Work, Investigation plan and Quality Assurance Surveillance Plan referenced in the attachments.

FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 calender days.

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 calender days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 calender days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(a) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 3 years, 6 months.

452.228-71 Insurance Coverage (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. The Contractor shall have bodily injury liability insurance coverage written on a comprehensive form of policy of at least $500,000 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…