S-16-0013_Hydromowing1.doc

Rio Grande National Forest Service

Full Curl Hydromowing Project

AG-82AK-S-16-0013

TABLE OF CONTENTS

SECTION B – SCHEDULE OF ITEMS ………………………………………………4

SECTION C – DESCRIPTION/STATEMENT OF WORK………………………….6

SECTION E - INSPECTION AND ACCEPTANCE

SECTION F – DELIVERIES OR PERFORMANCE……………….……………….. 9

SECTION G - CONTRACT ADMINISTRATION DATA….……………………… 10

SECTION H – SPECIAL CONTRACT REQUIREMENTS ………………………..11

SECTION I - CONTRACT CLAUSES

SECTION J - LIST OF ATTACHMENTS

SECTION K - REPRESENTATIONS AND CERTIFICATIONS…………………. 30

SECTION L - INSTRUCTIONS, CONDITIONS AND NOTICES TO BIDDERS...48

SECTION M - EVALUATION ………………………………………………………. 53

SECTION B - SCHEDULE OF ITEMS

OF

MEASMT.

PRICE

TOTAL

AMOUNT

*Depending on budget, the minimum to be award is approximately 60 acres, the maximum is 80 acres.

Total

CONTRACTOR INFORMATION:

Company Name: ________________________________ Address: ________________________________

Point of Contact: ________________________________

Phone Number: ________________________________

Email: _______________________________

DUNS #: _______________________

Federal Tax ID #: __________________ NAICS CODE: 115310 Support Activities for Forestry, size standard $7.5M.

OFFERS ARE DUE NO LATER THAN JULY 12, 2016, 2:00 PM MDT.

Vendor must be registered in the System for Award Management (SAM) to be considered for award of contract. Register in SAM at www.sam.gov.

For SAM registration assistance, contact Colorado PTAC at 719-667-3845 ext. 2 or D.Casey@coloradoPTAC.org or www.ColoradoPTAC.org.

52.237-1 Site Visit (Apr 1984)

Offerors or quoters are urged and expected to inspect the site where services are to be performed and to satisfy themselves regarding all general and local conditions that may affect the cost of contract performance, to the extent that the information is reasonably obtainable. In no event shall failure to inspect the site constitute grounds for a claim after contract award.

The Site Visit conference will be held:

Date: JUNE 30, 2016

Time: _10:00 AM____

Location: Meet at the Divide Ranger District Office, 13308 W. Hwy. 160, Del Norte, CO

FOR INFORMATION ABOUT THE PROJECT, PLEASE CONTACT KIM DECKER AT 719-852-6211 OR kdecker@fs.fed.us.

SECTION C-DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1-GENERAL

C.1.1 Statement of work and specifications:

The purpose of this contract is to mechanically reduce the density of small diameter trees in the 1” to 8” size class in the Pool Table area on the Rio Grande NF, Divide RD. Dominate tree species consist of Douglas fir with several other species present including aspen, spruce and white fir. Targeted species for treatment are spruce, Douglas-fir and white fir. Trees to be treated will consist of a mixture of sizes (1” to 8”) in order to leave a variety of age classes remaining on site in a mosaic pattern. Stubble height (stump height) of the treated vegetation will be less than 6”.

Vegetation will be reduced to a mulch treatment with a minimum of 80% of the woody material (slash) less than 2” (inches) in diameter and 6” (inches) long. The mulch will be scattered across the surface in various depths but 95% of the mulch depth will not exceed 6”.

All work will be accomplished with a machine mounted, vertical-shaft brush cutting, thinning and shredding machine containing large (flotation type) lugged rubber tires to reduce impact to the ground, and ride over the remaining stumps and mulched vegetation.

All costs to contractor (such as transportation of equipment and travel by the operator) are to be included in the cost per acre.

The Contracting Officers Representative (COR) will discuss the areas to be treated and/or avoided, with the Contractor. The boundary of the project area is flagged with ribbon. The perimeter of areas of special concern such as archeological sites, will be flagged and marked as no entry areas. Treated areas may be in the form of small clear cuts, strips, mosaics, or general thinning.

C.1.2 Location of Project Area – The project is within Mineral County on National Forest land and is accessed by Forest Road 600 (Pool Table Road). Legal description is T41N R1E Section 25. Size of the project area is approximately 115 acres with 60-80 acres within the project area planned for treatment. The 60-80 acres are within the boundary of the project area as shown on the vicinity and location maps attached to this contract. The boundary of the project area is marked on the ground with flagging.

C.2 –DEFINITIONS

None

C.3 – GOVERNMENT FURNISHED PROPERTY

None

C.4 – CONTRACTOR PROVIDED ITEMS

Machine mounted, vertical-shaft brush cutting, thinning and shredding machine containing large (flotation type) lugged rubber tires and operator. A hydro-axe or hydro-mower will meet these criteria.

All transportation costs.

C.5 – SPECIFIC TASKS

5.1 - A minimum of 80% of the woody material less than 2” (inches) in diameter and 6” (inches) long (“chip size” in Quality Assurance Plan).

5.2 – The mulch shall be scattered in various depths across the surface but 95% of the mulch depth will not exceed 6”.

5.3 – Stubble height (stump height) of the treated vegetation will be not more than 6”.

C.6 – Performance Requirements Summary

C.7 RESOURCE PROTECTION STANDARDS

C.7.1 Water Quality – The following measures shall be observed to protect stream courses:

1. Wheeled or track-laying equipment shall not be operated in stream corridors or riparian areas except at crossing designated by the Forest Service Representative. Contractor should cross perpendicular to direction of flow.

2. Care will be taken to avoid buildup of large debris in an existing incised ephemeral stream channel below the road. The Contractor will work with the Contracting Officers Representative to avoid depositing slash into the channel by directing hydro-axe debris away from the channel during project implementation.

C.7.2 Wet Period Restrictions

Forest Service “all-weather” roads with a gravel or paved surface can be operated on during most weather conditions except extremely wet periods. All other roads are native surface. Travel on native surface roads and off-road with equipment is restricted when the soil is saturated. If the soils are saturated such that ruts 4 inches or deeper and 10 feet long are created by heavy vehicles, the contractor shall cease operations in that area. If conditions persist or worsen, the COR may suspend the Contract until the soils dry out or freeze. If the Contract is suspended due to wet conditions, the Government is not responsible for additional mobilization costs.

C.7.3 Other Resource Protection

All of the activities associated with this project shall be conducted in such a manner that there shall not be any adverse impact to the following resources listed.

1) Protection of Improvement and Survey Monuments – The Contractor(s) shall avoid any damage to improvements such as, but not limited to, fences, gates, utility poles, survey markers or monuments, survey witness trees and cultural sites. The Contractor will be required to repair or pay fair market value to replace and damaged improvements.

2) Cultural Sites – The Project Area will be surveyed for all cultural sites prior to thinning operations, however should a heritage or cultural sites be discovered during operations, the Contractors should immediately stop treatment in that area and contact the COR who will notify the Forest Archeologist. Protected cultural areas will be flagged.

3) Wildlife – If an active raptor nest is located during operations, mowing will cease and a wildlife biologist will be consulted.

C.7.4 Safety

When the Contractor’s operations are in progress adjacent to or on Forest Service controlled roads and trails open to public travel, the contractor shall furnish, install and maintain all temporary traffic controls that provide users with adequate warning of hazardous or potentially hazardous conditions associated with the Contractor’s operations. Warning signs will be posted at the junction of Highway 149 and the 600 road and also approximately 1 mile above the project along the 600 road warning Forest Users of the project work in progress.

Additional warning signs must be posted at least 300 feet away from the machinery on roads and trails adjacent to the Project Area while the shredding/mowing machinery is in operation.

C.7.5 Noxious Weeds

Cleaning of Equipment – The Contractor shall insure all equipment moved onto Public Land is free of soil, seeds, and vegetative matter or other debris that could contain or hold seeds. The Contractor shall employ whatever cleaning methods are necessary to insure compliance and shall notify the COR prior to moving each piece of equipment onto Public Land. Notification will include identifying the location of the equipment’s most recent operations. Arrangements will be made for the Forest Service Representative to inspect each piece of equipment prior to it being moved onto Public Land.

“Equipment” includes all machinery except for log trucks, chip vans, pickup trucks, cars, or other vehicles used primarily for transport of personnel.

C.8 PERFORMANCE TIME: The period of performance is approximately August 1 – September 1, 2016.

C.9 CONTRACTOR REPRESENTATIVE: The contractor shall provide a contract representative for the performance of the work, if not themselves. The name of this person and an alternate who shall act for the contractor when the contractor is absent shall be designated in writing to the contracting officer. The contractor representative or alternate shall have full authority to act for the contractor on all contract matters relating to daily operation of this contract. The contractor representative and alternate must be able to read, write, speak, and understand English.

SECTION E - INSPECTION AND ACCEPTANCE

A. CONTRACTOR QUALITY CONTROL PLAN

The Contractor shall be responsible for Quality Control (QC). The Contracting Officer may observe the Contractor’s QC efforts at any time and shall otherwise have unlimited access.

B. ACCEPTANCE

The Forest Service shall review all progress and accept all treatments and deliverables upon Contractor’s receipt or written request and assurance that work has been completed. Request shall be for a reasonable portion of the work. Acceptance may be made for progress completed at agreed to stages of the work.

SECTION F – DELIVERIES OR PERFORMANCE

452.211-74 Period of Performance (FEB 1988) The period of performance of this contract is from award date to September 15, 2016.

F.1 DELIVERABLES

F.2 PERFORMANCE:

The Contractor shall maintain progress at a rate that will assure completion within the performance period.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 INVOICES & PAYMENTS

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 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 Make sure that your company has registered at https://www.ipp.gov/vendors/enrollment-vendors.htm to establish your account. Offeror must have an established account prior to commencement of work.

G.2 FOREST SERVICE REPRESENTATIVES:

Kim Decker will serve as the Contracting Officer on this contract. She will have full warrant authority over all contract issues. She can be reached at 719-852-6211 or kdecker@fs.fed.us.

A Contracting Officer Representative will be appointed for this contract upon award. His/her delegated authority and responsibilities will be defined on a delegation letter issued after contract award. This delegation will also contain his/her contact information.

G.3 ADMINISTRATION

1. Contract Award. A written award or acceptance of offer mailed or otherwise furnished to the Contractor shall result in a binding contract without further action by either party.

2. Notice to Proceed. The Contractor shall commence work upon receipt of a properly executed Notice to Proceed.

3. Changes. The Contracting Officer is the only person authorized to approve changes in any of the requirements under this contract and notwithstanding any provisions contained elsewhere in this contract the said authority remains solely with the Contracting Officer. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof.

4. Unauthorized Instructions from Government or Other Personnel. The Contractor shall not accept instructions issued by any person employed by the U.S. Government or otherwise other than the Contracting Officer, or the authorized representative of the Contracting Officer acting within the limits of his/her authority.

G.4 MEASUREMENT AND PAYMENT

Payment will be made at the rates shown in the Schedule of Items for acres or miles successfully completed and accepted. Successful completion will be determined by Government inspection and acceptance logs and data submitted.

452.215-73 Postaward Conference. (NOV 1996)

A post award conference with the successful offeror is required. It will be scheduled within 5 days after the date of contract award. The conference will be held at the Rio Grande National Forest Supervisor’s Office, 1803 W. Hwy. 160, Monte Vista, Colorado , and will include discussion of contract terms and work performance requirements, work schedule and treatment plan.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 AGAR 452.237-74 Key Personnel (FEB 1988)

(a) The Contractor shall assign to this contract the following key personnel with at least 3 years’ experience in the role they will have on this project:

Overall Project Manager (Contractor).

(b) During the performance of this contract, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph (c) below.

(c) The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. Proposed substitutes should have comparable qualifications to those of the persons being replaced. The Contracting Officer will notify the Contractor within 15 calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel.

H.2 AGAR 452.236-77 Emergency Response (NOV 1996)

(a) Contractor's Responsibility for Fire Fighting. (1) The Contractor, under the provisions of FAR clause 52.236-9, PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT, UTILITIES, AND IMPROVEMENTS, shall immediately extinguish all fires on the work site other than those fires in use as a part of the work. (2) The Contractor may be held liable for all damages and for all costs incurred by the Government for labor, subsistence, equipment, supplies, and transportation deemed necessary to control or suppress a fire set or caused by the Contractor or the Contractor's agents or employees.

(b) Contractor's Responsibility for Notification in Case of Fire. The Contractor shall immediately notify the Government of any fires sighted on or in the vicinity of the work site.

(c) Contractor's Responsibility for Responding to Emergencies. When directed by the Contracting Officer, the Contractor shall allow the Government to temporarily use employees and equipment from the work site for emergency work (anticipated to be restricted to firefighting). An equitable adjustment for the temporary use of employees and equipment will be made under the CHANGES clause, FAR 52.243-4.

ADDENDUM to AGAR 452.236-77(c)

An equitable adjustment for the temporary use of employees and equipment will be made under the CHANGES clause, FAR 52.243-1.

H.3 SANITATION AND SERVICING

Contractor shall take all reasonable precautions to prevent pollution of air, soil, and water by

Contractor's Operations. If facilities for employees are established on Contract Area, they shall be operated in a sanitary manner. Contractor shall not service tractors, trucks, or other equipment on National Forest lands where servicing is likely to result in pollution to soil or water. Contractor shall remove from National Forest lands all refuse resulting from use, servicing, repair, or abandonment of equipment. In the event that Contractor's Operations or servicing of equipment result in pollution to soil or water, Contractor shall conduct cleanup to restore the polluted site to the satisfaction of Forest Service.

H.4 ADDENDUM to FAR 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989), the following information is provided:

This Statement is for Information Only: It is not a Wage Determination

*FRINGE BENEFITS: Life, Accident and Health Insurance and Sick Leave Programs - 5.1 percent of basic hourly rate.

H.5 FIRE CONTROL

1. Contractor's Responsibility for Contractor-Caused Fires. The Contractor, whether or not directed by the Forest Service, shall immediately extinguish, without expense to the Government, all fires on or in the vicinity of the project which are caused by Contractor's employees, whether set directly or indirectly as a result of Contractor operations. The Contractor may be held liable for all damages and costs of additional labor, subsistence, equipment, supplies, and transportation resulting from fires set or caused by the Contractor's employees or resulting from contract operations.

2. Other Fires. For the purpose of fighting forest fires on or in the vicinity of the project which are not caused by the Contractor or his employees, the Contractor when requested by the Contracting Officer shall place his employees and equipment temporarily at the disposal of the Forest Service. Payment for such services will be made by the Government at not less than the current rate for firefighting services established by the Forest Service in the area concerned.

3. Any employees and equipment furnished will be relieved from firefighting as soon as the Forest Service finds that it is practicable to employ other labor and equipment adequate for the protection of the area.

4. An equitable adjustment in contract time may be made for this period.

5.

Fire Protection Requirements - Fire Plan. At all times during closed fire season period, as specified by State law, the Contractor shall comply with each of the following provisions to the extent applicable to his operation under the contract.

5.1. Fire Tools. The Contractor will provide for each employee in the contract area at least one approved hand tool of a type appropriate in the contract area, such as shovel, Pulaski, or ax. Tools required and furnished under H.2.5.2. and H.2.5.4 below shall count toward fulfillment of the above requirement. Where additional tools, beyond those required below, are to be provided, the Contractor shall seal such tools in one or more boxes painted red and marked "Tools for Fire Only". All tools required herein shall be kept sharp and in good serviceable condition and maintained at locations to be designated by the Forest Service.

5.2. Fire Extinguishers and Tools on Mobile or Stationary Equipment. Each unit of powered equipment used in connection with this contract, including automobiles, trucks, tractors, etc., shall be equipped with serviceable tools and fire extinguishers as follows:

a. One - fire extinguisher, dry chemical type of not less than 2-1/2 pound capacity with 4 BC or higher rating.

b. One - shovel, round point #0 lady or equal.

c. One - ax, 2 pounds or over, 26-inch minimum length, or one Pulaski

d. One - water container (at least 1-gallon capacity), not required with stationary equipment.

5.3. Spark Arresters. Each internal combustion engine shall be provided with a spark arrester or spark arresting device approved by the Forest Service. Exceptions where the Forest Service may approve mufflers or other equipment in lieu of spark arresters qualified and rated under Forest Service Standard 5100-1a are: (a) small multi-position engines, such as chainsaws, shall meet Society of Automotive Engineers J335b standards; (b) passenger-carrying vehicles and light trucks may have baffle-type mufflers with tail pipe; (c) heavy-duty trucks may have a vertical stack exhaust system and muffler, provided the exhaust stack extends above the cab of the vehicle. An exhaust-driven turbocharger is considered to be a satisfactory spark arrester. Internal combustion engine exhaust systems, arresters, and other devices must be properly installed and maintained.

5.4 Power saws. For each power saw used in connection with this contract, the following will be provided:

a. One - shovel, round point #0 lady or equal. Shovel must be immediately available for use.

b. One - Fire extinguisher, containing not less than 8 ounces of extinguisher fluid, or a dry chemical powder-type of not less than 1-pound capacity. The extinguisher must be immediately accessible to the saw operator at all times.

H.5.4.1 Any fueling or refueling of a power saw shall only be done in an area which has first been cleared or is free of all material capable of carrying fire; power saw shall be moved at least 10 feet from place of fueling before starting.

5.5. Blasting. Fuse or prima cord shall not be used unless authorized in writing by the COR with special precautions stated.

5.6. Smoking. Smoking shall not be permitted within the contract area except on surfaced or dirt roads, at landings, within closed vehicles, in camps, or at other posted places, and shall never be allowed while working or traveling on foot.

5.7. Storage of Petroleum and Other Highly Flammable Products. Gasoline, oil, grease, or other highly flammable material will be stored either in a separate building used exclusively for such storage, or at a site where all combustible debris and vegetation is cleared away within a radius of 25 feet. Fire extinguishers and/or sand barrels may be required at such locations specified by the Forest Service when unusually hazardous conditions exist.

5.8. Debris Burning and Warming Fires. Burning permits will be required for all debris burning fires. Lunch and warming fires may be allowed in fireproofed areas during periods of low fire danger if and as specified in the fire plan. Such fires must not be left burning unattended.

5.9. Precautions for Stoves. Stovepipes on all temporary buildings, trailers, and tents using wood burning stoves, will be equipped with roof jacks and serviceable spark arresters of mesh with openings no larger than 5/8 inch. All stovepipes, inside and out, will not be closer than 2 feet from any wood or other flammable material or 1 foot if the combustible material is protected by a metal or asbestos shield.

5.10. Welding. Welding or use of cutting torches will be permitted only in areas that have been cleared or are free of all material capable of carrying fire. Flammable debris and vegetation must be removed from within a minimum of 10 feet radius of all welding and cutting torch operations. A shovel and a 5-gallon standard backpack water container (filled) with handpump attached, shall be immediately available for use in the event of a fire start.

5.11. Fire Plan. Prior to initiating work on the contract area, during the closed fire season period, a fire prevention and suppression plan will usually be prepared. The Contractor and the Forest Service will jointly prepare this plan. Such plan shall include a detailed list of men and equipment at the Contractor's disposal for implementing the plan. The fire plan shall also specify additional measures and/or special requirements, such as Hoot Owl restrictions, necessary during periods of critical fire weather conditions.

5.11.1. When Hoot Owl restrictions are invoked, the Forest Service may curtail or shut down all or portions of a Contractor's operations. The following requirements may be imposed:

a. All high fire risk operations could be terminated at 1300 local time.

b. All burning could be stopped, including debris burning fires.

c. Patrolman may be required for a period of 2 hours after high fire risk operations and 1 hour after end of work shift. The Contractor shall provide the patrolman unless the contract is for equipment rental, in which case the Government will provide the patrolman.

5.12. Pump and Trailer. Not required.

5.13. Burning. Before starting any open burning, the Contractor shall comply with the following:

a. Submit a burning plan, subject to approval by the Contracting Officer, designed to minimize the impact on air quality and to lessen any fire damage.

b. Obtain a burning permit from the District Ranger.

c. Use weather forecasts as far as possible in scheduling burning for more favorable dispersal of smoke.

d. Fuel shall be reasonably free of dirt and piled to facilitate rapid and complete combustion. Piles shall be tended during burning operations to maintain combustion and to eliminate unnecessary smudges. Piles shall be patrolled during off-work hours to avoid wildfires.

e. Unless fire season controls dictate otherwise, burning shall be scheduled, as far as practicable, for the most favorable conditions during the burning period.

f. Under certain atmospheric conditions, smoke accumulations may become excessive and, in these cases, the Regional Forester may, at his discretion, prohibit all open burning for definite periods within specific areas of the National Forest.

SECTION I - CONTRACT CLAUSES

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 these address(es):

http://www.acquisition.gov/far/ http://www.usda.gov/procurement/policy/agar.html 52.204-13 System for Award Management Maintenance (JUL 2013)

52.212-4 Contract Terms and Conditions - Commercial Items. (MAY 2015) 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts (SEP 2013)

52.245-1 Government Property (APR 2012)

AGAR 452.237-76 Progress Reporting (FEB 1988)

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 as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

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

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

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

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

(u) Unauthorized Obligations

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

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

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

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

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

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

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (MAY 2015)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_XX_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Jan 2011) of 52.219-4.

__ (13) [Reserved]

_XX_ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Oct 2014) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (iv) Alternate III (Oct 2014) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011)(15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

_XX_ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

_XX_ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

__ (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

XX (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

XX (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

__ (29) 52.222-35, Equal Opportunity for Veterans (Jul 2014)(38 U.S.C. 4212).

XX (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

__ (31) 52.222-37, Employment Reports on…